HomeMy WebLinkAboutR-2022-177 FAU Master Research Agreement for Creation of a Watershed Master Plan RESOLUTION NO.2022-177
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
DANIA BEACH, FLORIDA,AUTHORIZING THE PROPER CITY OFFICIALS
TO ENTER INTO A MASTER RESEARCH AGREEMENT BETWEEN THE
CITY OF DANIA BEACH AND FLORIDA ATLANTIC UNIVERSITY FOR
THE CREATION OF A WATERSHED MASTER PLAN IN AN AMOUNT NOT
TO EXCEED ONE HUNDRED THOUSAND DOLLARS ($100,000.00);
PROVIDING FOR CONFLICTS;FURTHER,PROVIDINGFORAN EFFECTIVE
DATE.
WHEREAS, the City of Dania Beach and Florida Atlantic University (FAU) desire to
collaborate on research projects that will provide useful knowledge to the University students
and direct benefits to the City of Dania Beach;and
WHEREAS, the City of Dania Beach and FAU wish to enter into a Master Research
Agreement to outline the terms of the collaboration, attached as Exhibit"A", a copy of which is made
a part of and incorporated into this Resolution by this reference; and
WHEREAS,the Florida Department of Emergency Management("FDEM") is aware of
the partnership with FAU as they were part of the application process and FDEM has confirmed
that the City is not violating the federal procurement guidelines by awarding the work to FAU;
and
WHEREAS, the task order under the Master Research Agreement will be completed in
coordination with a grant awarded by the Florida Division of Environmental Management in
an effort to develop a Watershed Master Plan;and
WHEREAS, the City is requesting to waive the bidding requirement and enter into an
agreement with FAU as the City and FAU jointly applied for the FDEM Watershed Planning
Grant,FDEM contracted directly with FAU to complete Phase 1 of this project and FAU is a State
Approved vendor; and
WHEREAS,the creation of a Watershed Master Plan can be used for the purpose of moving
the City's rating up in the Community Rating System (FRC) of the National Flood Insurance
Program (NFIP) and to increase resiliency;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF DANIA BEACH,FLORIDA:
Section 1. That the above "Whereas" clauses are ratified and confirmed as being true
and correct, and they are made a part of and incorporated into this Resolution by this reference.
Section 2. That the proper City officials are authorized to execute an agreement with
Florida Atlantic University and the City Manager and the City Attorney are authorized to make
minor revisions to the Agreement as are deemed necessary and in the best interest of the City.
Section 3. That the City Commission of the City of Dania Beach approves the
Master Research Agreement with Florida Atlantic University inanottoexceedamount
of One Hundred Thousand Dollars ($100,000.00) for the completion of the Watershed Master
Plan.
Section 4. That funding for this Watershed Master Plan in the amount of$100,000.00
will be made available and appropriated from the General Fund Unrestricted Reserve Account
001-15-01-515-3110.
Section 5. That all resolutions or parts of resolutions in conflict with this Resolution
are repealed to the extent of such conflict.
Section 6. That this resolution shall take effect immediately upon its passage and
adoption.
PASSED AND ADOPTED on November 21, 2022.
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THOMAS SCHNEIDER, CMC ,�, AR I: 415 J.`YAN V
CITY CLERK MAYO
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APPROVED AS TO FORM AND CORRECTNESS:
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EV: ' . BOUTSIS
CIT ATTORNEY
2 RESOLUTION#2022-177
eement with FAU as the City and FAU jointly applied for the FDEM Watershed Planning
Grant,FDEM contracted directly with FAU to complete Phase 1 of this project and FAU is a State
Approved vendor; and
WHEREAS,the creation of a Watershed Master Plan can be used for the purpose of moving
the City's rating up in the Community Rating System (FRC) of the National Flood Insurance
Program (NFIP) and to increase resiliency;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF DANIA BEACH,FLORIDA:
FLORIDA ATLANTIC UNIVERSITY
MASTER RESEARCH AGREEMENT
AGREEMENT # C-23-027
This Agreement is made by and between FLORIDA ATLANTIC UNIVERSITY Board of
Trustees, having its business address at 777 Glades Road, P.O. Box 3091, Boca Raton, Florida
33431-0991(hereinafter "UNIVERSITY") and City of Dania Beach, a government applicant,
having its business address at 100 W. Dania Beach Blvd, Dania Beach, FL 33004 (hereinafter
"SPONSOR").
SUBJECT
The purpose of this Agreement is to Further the research objectives of UNIVERSITY and
SPONSOR.
IT IS AGREED:
Article 1.0 RESEARCH PROJECT
1.1 UNIVERSITY agrees to undertake certain research (hereinafter"PROJECT') specifically
described in Task Orders issued by SPONSOR to UNIVERSITY.TASK ORDERS will be
incorporated in the form attached hereto as Appendix A. Each TASK ORDER will at a
minimum include this information:
a) A unique and sequential identification number.
b) A Statement of Work(SOW)providing sufficient and reasonable details of the work.
c) Period of Performance of the identified SOW.
d) Deliverables and due dates for the deliverables.
e) Amount of financial support being provided to UNIVERSITY.
1.2 The PROJECT and all work assignments shall be carried out under the direction of a
designated PROJECT DIRECTOR (hereinafter "PROJECT DIRECTOR") while
employed by UNIVERSITY,and by others(e.g.technician, graduate student,postdoctoral
fellow, or faculty member, hereinafter collectively referred to as PERSONNEL), as
assigned by PROJECT DIRECTOR.
1.3 UNIVERSITY agrees that there shall be no change of PROJECT DIRECTOR without
prior written approval of SPONSOR.
Article 2.0 TERM
2.1 The term of this Agreement extends for a period beginning on October 1, 2022 and
continuing through September 30, 2027.
2.2 It is understood that each TASK ORDER will have its own TERM, but the period of
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NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF DANIA BEACH,FLORIDA:
performance must be within the TERM of the Master Agreement. The Master Agreement
may be extended for additional periods of time under terms mutually agreed upon in
writing in a duly executed amendment to this agreement.
Article 3.0 FACILITIES AND EQUIPMENT
3.1 UNIVERSITY agrees to furnish such available laboratory facilities and equipment as it
shall determine necessary for the PROJECT, other than that specifically provided by
SPONSOR under this Agreement.
3.2 Parties agree that all equipment and supplies purchased with funds obtained as a result
of this Agreement become the property of the UNIVERSITY.
Article 4.0 PAYMENT
4.1 This Master Agreement does not authorize UNIVERSITY to perform work nor to spend
any funds.The funding will be noted and authorized in each TASK ORDER and a payment
schedule will be specified for each TASK ORDER.
The foregoing payment by SPONSOR is acknowledged to be full and complete
compensation for all work and obligations assumed under this Agreement.
Checks will be made payment to: Florida Atlantic University
Mail checks to: Florida Atlantic University
P.O. Box 198660
Atlanta, GA 30384-8660
The cost of these services will not exceed One Hundred Thousand Dollars ($100,000),
payable pursuant to TASK ORDERS.
Article 5.0 REPORTS
5.1 The PROJECT DIRECTOR shall furnish SPONSOR with written reports and/or
deliverables according to the schedule outlined in each TASK ORDER.
Article 6.0 PUBLICATION
6.1 SPONSOR recognizes that under University policy, the PROJECT results are non-
confidential and agrees that PERSONNEL engaging in the PROJECT shall be permitted
to present or publish at their own choosing,methods and results of the PROJECT,provided,
however,that SPONSOR shall have been furnished copies of any proposal presentation or
publication thirty (30) days in advance for review for patentable items or items deemed
confidential as defined in article 7.0.
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E IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF DANIA BEACH,FLORIDA:
6.2 If SPONSOR believes that any planned publication contains a patentable development and
wishes UNIVERSITY to file a patent application, upon written notice to UNIVERSITY,
submission of such manuscript for publication shall be delayed for a reasonable time, not
to exceed sixty (60) days,to permit the filing of a patent application(s) by UNIVERSITY.
6.3 Nothing in this Agreement shall entitle UNIVERSITY to disclose to others or publish any
information disclosed to UNIVERSITY by SPONSOR which is confidential within the
meaning of article 7.0 without the prior written approval of SPONSOR.
Article 7.0 CONFIDENTIALITY
7.1 UNIVERSITY acknowledges that SPONSOR may wish to disclose information which
sponsor considers confidential, in furtherance of the PROJECT. SPONSOR acknowledges
that UNIVERSITY has no mechanism to maintain or guarantee the confidentiality of
information and cannot sustain liability for inadvertent or other disclosure of confidential
information. These considerations notwithstanding, if any such information is disclosed
by SPONSOR it shall be clearly marked "confidential information" and furnished in
writing only to the PROJECT SUPERVISOR or orally disclosed to the PROJECT
SUPERVISOR and reduced to writing by the SPONSOR within thirty (30) days of
disclosure. Confidential information shall remain the property of the SPONSOR and for a
period of three (3) years from the end of the Agreement shall not be used or disclosed to
others except in furtherance of this Agreement. The foregoing obligation of non-use and
non-disclosure shall not apply to:
a) Information which at the time of disclosure is in the public domain;
b) Information which after disclosure is published or otherwise becomes part of the public
domain through no fault of the PROJECT SUPERVISOR;
c) Information which was in the possession of the PROJECT SUPERVISOR at the time
of disclosure and was not acquired from SPONSOR under an obligation of
confidentiality; or
d) Information which SPONSOR provides written permission to disclose.
Article 8.0 PATENT AND OTHER RIGHTS AND LICENSE OPTIONS
8.1 UNIVERSITY agrees to notify sponsor of any invention made by UNIVERSITY
hereunder within thirty(30)days after receipt of an invention disclosure from the inventor.
8.2 UNIVERSITY shall retain all rights to inventions or discoveries, patentable or not,
conceived solely by UNIVERSITY and shall prepare and prosecute all related patent
applications. SPONSOR shall retain all rights to inventions or discoveries, patentable or
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not, conceived solely by SPONSOR. Inventions or discoveries, patentable or not, made
jointly by SPONSOR and UNIVERSITY shall be jointly owned by SPONSOR and
UNIVERSITY, and UNIVERSITY shall prepare and prosecute all related patent
applications and SPONSOR shall reimburse UNIVERSITY for one-half of the expense of
all filing,prosecution and maintenance costs for all such patent applications and all issued
patents. UNIVERSITY grants SPONSOR an option to secure an exclusive license to
UNIVERSITY'S rights to said jointly-owned inventions and discoveries. The provisions
of article 8.3, 8.4, 8.5, 8.6 and 8.7 shall apply to such an option.
8.3 SPONSOR shall indicate to UNIVERSITY in writing,within thirty (30)days of receipt of
invention disclosure, whether it wishes UNIVERSITY to file a patent application on the
invention, if applicable, or whether it wishes UNIVERSITY to register a copyrightable
material.
8.4 UNIVERSITY agrees to grant and hereby grants SPONSOR an option to secure a royalty-
bearing license under reasonable terms,with the right to make,use and sell,have made and
have used, the claimed invention of any patent which is based on any invention conceived
and reduced to practice during the term of this Agreement. Such option shall be in effect
and exercisable for ninety (90) days from the date of filing of a U.S. patent application
under this Agreement or for ninety (90) days from the date of receipt of notice of such a
filing by SPONSOR whichever date is earlier.
8.5 The license, which will be exclusive, will include a royalty rate in an amount to be
negotiated in good faith by both UNIVERSITY and SPONSOR at the time SPONSOR
decides to exercise its option. SPONSOR shall have the rights under the license to
sublicense and shall have the sole right to designate the terms of any sublicense,provided
that UNIVERSITY shall receive, at a minimum, the royalty rate expressed in the license
between UNIVERSITY and SPONSOR,and fifty percent(50%)of any other remuneration
received by SPONSOR from sub-licensees.
8.6 At the time of exercise of the option, SPONSOR shall indicate in which foreign countries
it wants a patent application filed. Rights to such foreign countries shall be included in the
patent rights under any license between UNIVERSITY and SPONSOR.
8.7 SPONSOR shall reimburse UNIVERSITY for all filing, prosecution and maintenance
costs for all patent applications and all issued patents filed at the request of SPONSOR.
Any such patent applications shall become part of the patent rights in any license between
UNIVERSITY and SPONSOR. SPONSOR shall also reimburse UNIVERSITY for all
filing, prosecution and maintenance costs for all other patent applications and issued
patents which become part of the patent rights in any license Agreement between
UNIVERSITY and SPONSOR.
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Article 9.0 TERMINATION
9.1 Either party may terminate this Master Agreement prior to the designated term by giving
thirty (30) days written notice to the other. Terminating this Master Agreement will also
terminate all TASK ORDERS that are still active unless the parties agree that the active
Scopes of Work will be completed in which event those active projects will be completed
under the terms of this Agreement and no further work will be accepted.
9.2 Upon early termination of this Master Agreement and TASK ORDERS, SPONSOR shall
pay all costs accrued by UNIVERSITY as of the date of termination including non-
cancelable obligations for the term of the Agreement,which shall include all appointments
of research staff incurred prior to the effective date of the termination.
Article 10.0 LIABILITY AND NEGATION OF WARRANTY
10.1 Each party will be responsible for its own negligent acts or omissions, and the negligent
acts or omissions of its officers, employees, servants, and agents when acting within the
scope of their employment or agency, and each party agrees to be liable for any damage or
injury resulting from said negligent acts or omissions, subject to the limitations provided
under Section 768.28 of the Florida Statutes. Nothing contained herein, or in any term or
to any party any remedy or defense available to such party under the laws of the State of
Florida; (2)consent by a party to be sued except as authorized under Section 768.28 of the
Florida Statutes; (3) a waiver of sovereign immunity; or (4) constituting a hold harmless
agreement.
10.2 UNIVERSITY makes no representation other than those specified in this Agreement.
UNIVERSITY makes no express or implied warranties of merchantability of fitness for
any particular purpose of data or technical information derived from this RESEARCH
PROJECT.
Article 11.0 ASSIGNMENT
11.1 This Agreement may not be assigned by SPONSOR without the prior written Agreement
of UNIVERSITY.
Article 12.0 PUBLICITY
12.1 SPONSOR and UNIVERSITY agree that they will not use the name of the other party,nor
of any member of ITS PERSONNEL,in any publicity,advertising,or news release without
the prior written approval of the other.
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e between UNIVERSITY and SPONSOR.
8.7 SPONSOR shall reimburse UNIVERSITY for all filing, prosecution and maintenance
costs for all patent applications and all issued patents filed at the request of SPONSOR.
Any such patent applications shall become part of the patent rights in any license between
UNIVERSITY and SPONSOR. SPONSOR shall also reimburse UNIVERSITY for all
filing, prosecution and maintenance costs for all other patent applications and issued
patents which become part of the patent rights in any license Agreement between
UNIVERSITY and SPONSOR.
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Article 13.0 NOTICES
13.1 Notices, invoices,payments and other communications hereunder shall be deemed to have
been made when delivered, sent by telex or telegram, or when mailed first class, postage
prepaid, and addressed to the party at the address given below, or such other address as
may hereafter be designated by notice in writing:
SPONSOR: Name: City of Dania Beach,Florida
Address: 100 W.Dania Beach Blvd
Dania Beach,FL, 33004
Phone: (954) 924-6805 x 3645
e-mail: enorena@daniabeachfl.gov
FLORIDA ATLANTIC UNIVERSITY
For Administrative matters: Miriam Campo
Assistant VP for Research
Office of Sponsored Programs
Division of Research
Florida Atlantic University
777 Glades Road,ADM 310
Boca Raton,Florida 33431-0991
campomAfau.edu
For Technical matters: Principal Investigator: Hongbo Su
Address 777 Grades Load
Boca Raton,Florida 33431
(239)250-2423
fbloetsc(a,fau.edu
Article 14.0 MISCELLANEOUS
14.1 UNIVERSITY and SPONSOR agree that the PROJECT SUPERVISOR AND
PERSONNEL are acting as employees of UNIVERSITY and not as agents or employees of
SPONSOR.
14.2 This Agreement shall be binding upon and inure to the benefit of the respective parties and
their successors.
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ed under Section 768.28 of the
Florida Statutes; (3) a waiver of sovereign immunity; or (4) constituting a hold harmless
agreement.
10.2 UNIVERSITY makes no representation other than those specified in this Agreement.
UNIVERSITY makes no express or implied warranties of merchantability of fitness for
any particular purpose of data or technical information derived from this RESEARCH
PROJECT.
Article 11.0 ASSIGNMENT
11.1 This Agreement may not be assigned by SPONSOR without the prior written Agreement
of UNIVERSITY.
Article 12.0 PUBLICITY
12.1 SPONSOR and UNIVERSITY agree that they will not use the name of the other party,nor
of any member of ITS PERSONNEL,in any publicity,advertising,or news release without
the prior written approval of the other.
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e between UNIVERSITY and SPONSOR.
8.7 SPONSOR shall reimburse UNIVERSITY for all filing, prosecution and maintenance
costs for all patent applications and all issued patents filed at the request of SPONSOR.
Any such patent applications shall become part of the patent rights in any license between
UNIVERSITY and SPONSOR. SPONSOR shall also reimburse UNIVERSITY for all
filing, prosecution and maintenance costs for all other patent applications and issued
patents which become part of the patent rights in any license Agreement between
UNIVERSITY and SPONSOR.
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14.3 Mediation/Venue/Jurisdiction/Legal Fees. All claims, counterclaims, disputes and other matters
in question between City and Contractor arising out of,relating to or pertaining to this Agreement,
the breach of it,the services of it,or the standard of performance required in it, shall be addressed
by resort to non-binding mediation as authorized under the laws and rules of Florida; provided,
however, that in the event of any dispute between the parties, the parties agree to first negotiate
with each other for a resolution of the matter or matters in dispute and, upon failure of such
negotiations to resolve the dispute,the parties shall resort to mediation.
If mediation is unsuccessful,any such matter may be determined by litigation in a court of competent
jurisdiction in Broward County, Florida, or the Federal District Court of the Southern District of
Florida and appropriate appellate courts for such venue and jurisdiction. To be clear, should
mediation fail, all claims, counterclaims, disputes and other matters in question between City and
Contractor arising out of, relating to or pertaining to this Agreement, or the breach of it, or the
services of it, or the standard of performance required in it, shall be addressed by resort to non-
binding mediation as authorized under the laws and rules of Florida. IN ANY LITIGATION,THE
PARTIES AGREE TO EACH WAIVE ANY TRIAL BY JURY OF ANY AND ALL ISSUES.
THE PARTIES UNDERSTAND AND AGREE THAT THIS WAIVER IS A MATERIAL
AGREEMENT TERM.
Operations During Dispute. In the event that a dispute arises between the City and the Contractor
relating to this Agreement, or its performance or compensation, the Contractor agrees to continue
to render services in full compliance with all terms and conditions of this Agreement as required by
the City.
Legal Representation. It is acknowledged that each party to this Agreement had the opportunity to
be represented by counsel in the preparation of this Agreement. Each party shall be responsible for
its own legal fees and costs.
14.4 This Agreement may not be assigned by the SPONSOR without the written permission of
UNIVERSITY.
14.5 This Agreement embodies the entire understanding of the parties and supersedes all prior
agreements,oral or written, and all other communications between the parties relating to the
subject matter hereof.
14.6 No amendment or modification of this Agreement shall be valid or binding upon the parties
unless made in writing and signed by their duly authorized employees.
14.7. Upon termination of this Agreement,neither party shall have any liability to the other,except
for any provisions of this Agreement which by their nature extend beyond the termination
or expiration until fulfilled and shall bind the parties and their legal representatives,
successors and assigns.
14.8 The parties shall abide by the Financial Conflict of Interest (FCOI) federal regulations (42
CFR Part 50 Subpart F and 45 CFR Part 94) revised effective September 26, 2011.
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The parties hereto have caused this Agreement to be executed by duly authorized representatives effective
as of the later date indicated below:
SPONSOR FLORIDA ATLANTIC UNIVERSITY
Name:Archibald J. Ryan IV Name: Miriam Campo
Title: Mayor Title: Assistant VP for Research
Date: Date:
Approved as to Legal Form and
Correctness
Eve A. Boutsis, City Attorney
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APPENDIX A
FLORIDA ATLANTIC UNIVERSITY
MASTER RESEARCH AGREEMENT
TASK ORDER NO. XX
This TASK ORDER is issued under Master Research Agreement No. C-23-026,between Florida
Atlantic University and the City of Dania Beach, Florida.
TO Issue Date:
Principle Investigator:
Project Title:
Period of Performance:
Funding Amount for this Task: $
Payment Schedule:
Deliverables:
The Statement of Work, line item budget and a budget justification are attached.
All the terms and conditions of the Master Research Agreement between UNIVERSITY AND
SPONSOR shall apply in full to this TASK ORDER.
IN WITNESS WHEREOF,the parties have agreed and do hereby enter into this TASK ORDER.
SPONSOR FLORIDA ATLANTIC UNIVERSITY
Name: Archibald J.Ryan IV Name: Miriam Campo
Title: Mayor Title: Assistant VP for Research
Date: Date:
Approved as to Legal Form and
Correctness
Eve A. Boutsis, City Attorney
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s, disputes and other matters in question between City and
Contractor arising out of, relating to or pertaining to this Agreement, or the breach of it, or the
services of it, or the standard of performance required in it, shall be addressed by resort to non-
binding mediation as authorized under the laws and rules of Florida. IN ANY LITIGATION,THE
PARTIES AGREE TO EACH WAIVE ANY TRIAL BY JURY OF ANY AND ALL ISSUES.
THE PARTIES UNDERSTAND AND AGREE THAT THIS WAIVER IS A MATERIAL
AGREEMENT TERM.
Operations During Dispute. In the event that a dispute arises between the City and the Contractor
relating to this Agreement, or its performance or compensation, the Contractor agrees to continue
to render services in full compliance with all terms and conditions of this Agreement as required by
the City.
Legal Representation. It is acknowledged that each party to this Agreement had the opportunity to
be represented by counsel in the preparation of this Agreement. Each party shall be responsible for
its own legal fees and costs.
14.4 This Agreement may not be assigned by the SPONSOR without the written permission of
UNIVERSITY.
14.5 This Agreement embodies the entire understanding of the parties and supersedes all prior
agreements,oral or written, and all other communications between the parties relating to the
subject matter hereof.
14.6 No amendment or modification of this Agreement shall be valid or binding upon the parties
unless made in writing and signed by their duly authorized employees.
14.7. Upon termination of this Agreement,neither party shall have any liability to the other,except
for any provisions of this Agreement which by their nature extend beyond the termination
or expiration until fulfilled and shall bind the parties and their legal representatives,
successors and assigns.
14.8 The parties shall abide by the Financial Conflict of Interest (FCOI) federal regulations (42
CFR Part 50 Subpart F and 45 CFR Part 94) revised effective September 26, 2011.
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