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Res. No. 094-04-11873RESOLUTION NO.: 94-04-11873 WHEREAS, the Mayor and City Commission of the City of South Miami, Florida, wish to provide routine canal maintenance along the Miami-Dade County canal (Ludlam Glades and Broad canal) systems within the City; and WHEREAS, a Memorandum of Agreement has been created between Miami-Dade County and the City of South Miami for the purpose of sharing the cost of the routine maintenance; and WHEREAS, Miami-Dade County shall provide canal maintenance services as set forth in the Memorandum of Agreement for the Ludlam Glades Canal, from SW 52"d Street to SW 80t" Street and for the Broad Canal from South-side of SW 58t" Street culvert to SW 64"' Street; T W11 Lai I WAL I oil �3 'jj Ion Section 1: The City Manager is authorized to enter into an agreement with Miami-Dade County for the routine canal maintenance. Section 2: That the City Manager is authorized to expend an amount not to exceed $37,392 from the next 5-year's Stormwater budget starting FY 2004-05 Stormwater Budget account number 111- 1730 -541 -3450 for the scope of work defined in Attachment "B" of the agreement. Section 3: That the attached Memorandum of Agreement for the Canal Maintenance between Miami-Dade County and the City of South Miami, be made a part of this resolution. PASSED AND ADOPTED this 8th day of junp- 2004. APPROVED: ATTEST: Maria Menend-e-z-, Cit}> -C erk Ma Sc t Russell, M READ AND S TO FORM: C=0'ssion Vote: 5-0 Mayor Russell: Yea Vice Mayor Palmer: Yea Commissioner Birts-Cooper: Yea CITY RNEY Commissioner Wiscombe: Yea Commissioner Sherar: Yea ay TO: Honorable Mayor, Vice Mayor & City Commission FROM: Maria V. Davis, City Manager DATE: June 8, 2004 AGENDA ITEM No/ In an effort to continue our routine canal maintenance partnership, Miami-Dade has submitted the attached agreement for maintaining our Ludlam Glades and Broad Canal systems. With this agreement, Miami-Dade County will provide culverts (above & below) maintenance, chemical treatment and obstruction removal services for the next five years starting FY 2004/05 budget year. This routine maintenance will: ❑ protect and promote the public health, safety, and general welfare through the management of stormwater run-off; ❑ improve water quality and preserve the environmental quality of the receiving waters; ❑ control flooding that results from rainfall events; ❑ deter unmanaged rainwater from eroding sandy soils and causing sedimentation; ❑ deter the disruption of the habitat of aquatic plants and animals; Funding for this contract will come from Stonnwater budget account number 111-1730-541-3450 beginning next fiscal year. Page 2 of 2 Comm. Meeting Agenda June 8, 2004 It is recommended that the City Commission approve the resolution. AT" TACHMENT'S: El Proposed Resolution Ll Copy Of Agreement With Miami-Dade County MIAMI-DADE COUNTY. FLORIDA MIAMPMDADE FIVE (5) YEAR BLTTKIZLQCM. f MMNM MIAMI -DARE COUNTY STORMWATER UTILITY (305) 372-6656 33 SOUTHWEST SECOND AVENUE, SUITE 200 MIAMI, FL 33130 FIVE (5) YEAR INTERLOCAL AGREEMENT CITY OF SOUTH 1 1` _ ,AND THE i' ALTURVIRML341 1 THIS FIVE (5) YEAR INTERLOCAL AGREEMENT, [the "Agreement "] by and between the Miami -Dade County Stormwater Utility, a public body corporate and politic, through its governing body, the Board of County Commissioners of Miami -Dade County, Florida [hereinafter sometimes referred to as "UTILITY "j and the City of South Miami Stormwater Utility, a public body corporate and politic, through its governing body, the South Miami City Council of the City of South Miami, Florida [hereinafter sometimes referred to as "CITY "j is entered into this day of , 2004. WITNESSETH WHEREAS, Section 403.0893, Florida Statutes, authorizes the establishment of stormwater utilities to plan, construct, operate, and maintain stormwater management systems; and WHEREAS, the Board of County Commissioners of Miami -Dade County, did, by adoption of Miami -Dade County Ordinances No. 91 -66 and Ordinance No. 91 -120, as amended by Ordinance Nos. 92 -44 and 92 -86, create a stormwater utility [hereinafter referred to as the "UTILITY "J and which UTILITY may, operate within a municipality or municipalities; and WHEREAS, it is the intent of the UTILITY and the CITY, through this Agreement, to establish relationships and responsibilities for maintenance of shared stormwater systems by the CITY and the UTILITY; and WHEREAS, the UTILITY and the CITY recognize that there are operating costs, as well as benefits, associated with maintaining shared stormwater drainage systems; and WHEREAS, the UTILITY and the CITY want to share these costs in proportion to the drainage area the service provided and the benefits received, 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: 2 of 14 `I � , R. ' The UTILITY and the CITY enter into this Agreement to further the following purposes: (1) to protect and promote the public health, safety, and general welfare through the management of stormwater run -off, (2) to maintain and improve water quality and preserve and enhance the environmental quality of the receiving waters; (3) to control flooding that results from rainfall events; (4) to deter unmanaged rainwater from eroding sandy soils and causing sedimentation; (5) to deter the disruption of the habitat of aquatic plants and animals; (6) to promote intergovernmental cooperation in effectively and efficiently managing stormwater ran. -off; (7) to maintain and repair shared stormwater systems located within the limits of the drainage service areas in accordance with the approved plans. 'These include maintaining canals, and any required maintenance of flow control structures and stormwater pump stations and their mechanical and electrical components; maintaining stormwater systems as determined by conditions of the system and the level of service established. (8) ' to provide a mechanism for the UTILITY and the CITY to share and allocate the cost of maintaining and repairing shared stormwater drainage systems as stated in (7), above. i 1 Agreement shall mean this document, including any written amendments, attachments, and other written documents, which are expressly incorporated by reference. Stormwater Management Plans shall mean stormwater management plans developed by both the CITY and by the UTILITY, to meet the required level of service as established in their respective stormwater management' programs or master plan pursuant to Florida Statute 403.0891. City Stormwater Utility udget shall mean the CITY's developed and approved fiscal year budget which includes a component for stormwater management of its drainage system, 3of14 including capital and operating outlays necessary to maintain the level of service established in the City's Stormwater Management Plans. Utility Stormwater Budget shall mean the UTILITY's developed and approved fiscal year budget for stormwater management of its drainage system, including capital and operating outlays necessary to maintain the level of service established in the Utility's Approved Plans. Shared Stormwater Drainage System shall mean that portion of the drainage system owned by either the CITY or the UTILITY to which both the .CITY and the UTILITY contribute stormwater runoff and which is identified in Attachment A. Costs allocable to the City shall mean those portions of the actual maintenance and operating outlays budgeted by the UTILITY in its yearly budget process, which are allocated to the CITY based on the CITY's relative• stormwater runoff contribution to the shared portion of the stormwater drainage system of the UTILITY. Costs allocable to the Utility shall mean those portions of the actual maintenance and operating outlays budgeted by the CITY in its yearly budget process, which are allocated to the UTILITY based on the UTIILITY's relative stormwater runoff contribution to the shared portion of the stormwater drainage system of the CITY. Operating Outlays shall mean expenses budgeted by the CITY and the UTILITY which are actual expenses incurred in each fiscal year, which due to their nature are considered reoccurring expenses to sustain yearly stormwater drainage operations. Capital Outlays shall mean expenses budgeted by the CITY and the UTILITY which are actual expenses incurred' in each fiscal year, which due to their nature are considered non- reoccurring and producing a long term benefit to the users. The yearly charges allocable to the CITY or to the UTILITY shall be that amount prorated, plus interest charges and administrative fees, for no longer than the calculated useful life of the capitalized item in no case exceeding 20 years. A separate Interlocal Agreement is required for any approved Capital Outlays that may be amortized beyond the life of this Agreement. 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 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 defififtion set forth above. 4 of 14 Maintenance is defined by, and limited to, the tasks listed in the Attachment `B" Project Manager shall mean the persons designated by the CITY and by the UTILITY to serve as the representative of each for the purposes of exchanging communications and to issue and receive directives pursuant to and within the powers provided under this Agreement. Written notice shall mean written communication to and from the Project Managers. ! The CITY AND the UTILITY shall fully and timely perform all work tasks described in this Statement of Work: The CITY shall maintain and repair shared stormwater systems located within the limits of the drainage service areas in accordance with this Agreement and the CITY's stormwater management plan. The UTILITY shall maintain, repair and enhance shared stormwater management systems located within the limits of the drainage service areas in accordance with the Attachment "A„ The CITY's relative stormwater runoff contribution to the UTILITY's shared drainage system and the UTILITY's relative stormwater runoff contribution to the shared drainage system is depicted in Attachment "A ". 0 ARTICLE IV o F Initial Terre The initial term of this Agreement shall be for a period of five (5) years beginning on the date of execution by both parties hereto, provided, however, either party may terminate this Agreement without cause prior to the expiration date upon one (1) year's advance written notice to the other party of its intent to terminate this Agreement. ARTICLE V CITY AND UTILITY RESPONSIBILITIES A. Upon the request of either the CITY or the UTILITY, each shall share information in matters related to operations, maintenance, design and construction costs and cost allocation determinations associated with shared drainage systems. 5 of 14 B. The CITY and the UTILITY shall provide notice to each other, as provided, in this Agreement designating their respective Project Manager. Each shall promptly notify each other of any change in the Project Manager designation by written notice as specified in this Agreement. I C. Prior to each fiscal year, the CITY will provide the UTILITY and the UTILITY will provide the CITY with a summary of shared maintenance costs on shared drainage systems. For ensuing fiscal years the CITY's and the UTILITY's estimated costs showing the shared costs allocation shall be available and transmitted to each other by March 1 of each year. D. Commencing with fiscal year 2004-2005, the costs allocable to the CITY and the costs allocable to the UTILITY based on the relative stormwater runoff contribution to each other's shared portion of the stormwater drainage systems are included in this Agreement and presented as described in Attachment "B". Estimated total expenditures for the five (5) year term of this Agreement is also included and shall not be exceeded. E. All shared costs are subject to review during the CITY's and UTILITY' ' s preliminary budget process and may be accepted by the CITY and the UTILITY and are to be finalized by April 1 of each year. These costs shall be the minimum estimated costs necessary to accomplish the functions of the CITY and the UTILITY pertaining to the shared stormwater drainage systems. F. Upon mutual written agreement of the parties' respective Project Managers, the tasks and levels of service set forth in Attachment "B" may be adjusted due to prevailing environmental conditions or maintenance needs, provided that the total annual estimated expenditures are not exceeded. G. Payments by the CITY are to be made within 30 days after the bill presentation. In the event of a dispute on the paid amount, the CITY may notify the UTILITY of the nature of the dispute and the UTILITY shall make arrangements for the pertinent- records to be made available for inspection by the CITY, as indicated under Article V (H) of this Agreement. The UTILITY shall reimburse the CITY for any amounts determined to have been overpaid by the CITY within 30 days after verification of the overpayment. H. The CITY and the UTILITY shall maintain financial records for 5 years pertaining to this Agreement, and shall make them available within reasonable time after requesting them for inspection and copying by either the CITY or the UTILITY, at the place where the records are maintained. ' I. The CITY and the UTILITY shall each be responsible for procuring independently all necessary permits in the performance of their respective work under this Agreement. J. The CITY and the UTILITY shall each comply with all applicable regulations, ordinances and laws in effect in the performance of this Agreement. A. It is the intent and understanding of the parties that this Agreement is solely for the CITY and the UTILITY. No person or entity other than the CITY or the UTILITY shall have any rights or privileges under this Agreement in any capacity whatsoever, either as a third - party beneficiary or otherwise. i 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 ". The UTILITY will not be required to provide one year prior notice as required under Article TV before terminating for default. The UTILITY may terminate immediately after issuing written notice of default. If a CITY event of default should occur, the UTILITY shall have all of the following cumulative and independent rights and remedies: 1. The right to declare that this Agreement together with all rights granted to CITY are terminated, effective upon such date as is designated by the UTILITY. 2. Any and all rights and remedies provided under federal laws and the laws of the State of Florida. UTILITY Event of Default Without limitation, the failure by the UTILITY to substantially fulfill any of its material obligations in accordance with this Agreement, unless such failures are justified by Force Majeure, shall constitute a "UTILITY event of default". The CITY will not be required to provide one year prior notice as required under Article IV before terminating for default. The CITY may terminate immediately after written notice of default. If a UTILITY event of default should occur, the CITY shall have all of the following cumulative and independent rights and remedies: 1. The right to declare that this Agreement together with all rights granted to UTILITY are terminated, effective upon such date as is designated by the CITY. 7of14 2. Any and all rights and remedies provided under federal laws and the laws of the State of Florida. It 1 This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The UTILITY and the CITY agree to submit to service of process and jurisdiction of the State of Florida for any controversy or claim arising out of or relating to this Agreement or a breach of this Agreement. Venue for any court action between the parties for any such 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 FA-111METY 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. 1 I1 1 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. 1 Nothing in this Agreement expressed or implied is intended to confer upon any person other than the parties any rights or remedies under or by reasons of this Agreement. i i � P n ,."., !'I M-pigm VAN !, ,! The CITY represents that this Agreement has been duly authorized, executed and delivered by the City Commission of the City of South Miami, as the governing body of the CITY and it has the required power and authority to perform this Agreement and has granted the City Manager the required power and authority to perform this Agreement. The UTILITY represents that this Agreement has been duly approved, executed and delivered by the Board of County Commissioners, as the governing body of the UTILITY, and it has granted the Miami -Dade County Manager the required power and authority to perform this Agreement. 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. 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. CITY shall perform all work and services described as an independent contractor and not as an officer, agent, servant, or employee of the UTILITY. 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. UTILITY shall perform all work and services described herein as an independent contractor and not as an officer, agent, servant, or employee of the CITY. UTILITY shall have control of the work performed in accordance with the terms of this Agreement and of all persons performing the same, and UTILITY 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 the UTILITY and the CITY. ARTICLE XVII To the extent permitted by law the CITY shall indemnify and hold harmless the UTILITY and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the UTILITY or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Agreement by the CITY or its employees, agents, servants, partners, principals, subconsultants or subcontractors. The CITY shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the UTILITY, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. Provided, however, this indemnification shall only be to the extent and within the limitations of Section 768.28 Fla. Stat., subject to the provisions of that statute whereby the 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 judgment or portions thereof, which, when totaled with all other claims or judgment paid by the CITY arising out of the same incident or occurrence, exceed the sum of $200,000 from any and all personal injury or property damage claims, liabilities, losses or causes of action which may arise as a result of the negligence of the CITY. The UTILITY. shall indemnify and hold harmless the CITY and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the CITY or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Agreement by the UTILITY or its employees, agents, servants, partners, principals, subconsultants or subcontractors. The UTILITY shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the CITY, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. Provided, however, this indemnification shall only be to the extent and within the limitations of Section 768.28 Fla. Stat., subject to the provisions of that statute whereby the UTILITY shall not be held liable to pay a personal injury or property 10 of 14 damage claim or judgment by any one person which exceeds the sum of $100,000, or any' claim or judgment or portions thereof, which, when totaled with all other claims or judgment paid by the UTILITY arising out of the same incident or occurrence, exceed the sum of $200,000 from any and all personal injury or property damage claims, liabilities,, losses or causes of action which may arise as a result of the negligence of the UTILITY. 11 of 14 IN WITNESS THEREOF, the parties through their duly authorized representatives hereby execute this Agreement with an effective date of 2004. Attest: CITY OF SOUTH MIAMI, FLORIDA 6130 Sunset Drive South Miami, FL 33143 Authorized signature on behalf City Clerk Date of the City of South Miami, Florida. M I -i WA Maria Davis City Manager Date 0162••ll0 George M. Burgess Date county Manager For the Board of County Commissioners, Miami- Dade County, Florida, as Governing Body of the Miami-Dade County Stormwater Utility. Stephen P. Clark Center 111 N.W. lst. Street Miami, Florida 33128 HARVEY RUVIN, CLERK Attest: 0 Deputy Clerk 12 of 14 Date .ATTACHMENT NT "A" Basin Study and Cost Share Table (see attached Exhibit) 13 of 14 ATTACHMENT "All CITY OF SOUTH MIAMI Canals, Drainage Areas, and % Share CANAL DRAINAGE AREAS (SO MILE ) % Share RED ROAD CANAL 1. South Miami 1.381 57% 2. Dade County 1.045 43% MIAMI DA E CITY OF SOUTH MIAMI D.C. Canals and Drainage Areas RgM COPYRIGHT NOTICE AND WSMAIMSR 2000 0 2000 4000 Drainage Area Created by Arladna Bermudez. Stormwater Utility Section. City of South Miami ATTACHMENT "B" Five (5) Year Cost Table (see attached exhibit) 3119/2004 14 of 14 ATTACHMENT `B" Five (5) Year Cost Table (see attached exhibit) 14 of 14 ATTACHMENT "B" CITY OF SOUTH M[IAM[I (CITY) AND THE LTry —TILITY) YKESMM 1174TER. UTILITYAU SHARED COSTS ON SHARED DRAINAGE SYSTEMS Fiscal Year Projected Costs October 01, 2004 - September 30, 2009 A. CANAL MAINTENANCE *Ludlam Glades Canal Maintenance Estimated Cost At stated Level of Service (LOS) Level of Service (LOS) Task CyclesNear Cost/Year Totals Culverts above 2 $ 3,200' Culverts below 1 $ 7,000 Chemical 4 $,52,600 Obstruction Removal Contingency $ 2,8002 Slope Mowing 0 $ SUB-TOTAL (at recommended level of service) $ 65,600 Note: Estimate includes maintenance of Broad Canal south of S. W. 58 St. SHARING OF COSTS (Canal Maintenance) City's Share 57% of $65,600 $37,392 Utility's Share 43% of $65,600 $28,208 JANNUAL TOTAL for FY 2004-2005 $37 TOTAL. IVE (5) YEAR for FY 2004-2009 $18689 1 The City will provide these services and not incur this cost through the County. 2 The City may elect to remove obstructions with City resources, and not incur this cost through the County, or County resources will provide this service at the stated cost basis. Either the City or the County may call for obstruction removal. NOTE: The CITY and the UTILITY will each pay their share of the actual expenses incurred, not exceeding the above amount. Operating, repair or enhancement (other than task must be obtained from the City Commission for any operating, repair and enhancement work.