07/01/2012 to 06/30/2013 DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE: August 30, 2012
TO: Reggie Paros, Manager
Florida Keys Marathon Airport
ATTN: Julie Thomson, Executive Assistant
FROM: Pamela G. Hanco?/ C.
At the June 20, 2012, Board of County Commissioner's meeting the Board granted
approval and authorized execution of Item C 1 Wastewater Treatment Plant Maintenance
Agreement with Conch Wastewater, Inc., for the Florida Keys Marathon Airport.
Enclosed is a duplicate original of the above - mentioned for your handling. Should you
have any questions please do not hesitate to contact this office.
cc: County Attorney
Finane
File
WATEWATER TREATMENT PLANT MAINTENANCE AG R E E M E N T
CONCH WASTEWATER, INC.
FLORIDA KEYS MARATHON AIRPORT
THIS AGREEMENT made this 20 day of June, 2012 (the "Agreement Date ") by and between
Conch Wastewater, Inc., also termed herein as "Conch Wastewater" (hereafter Consultant/Contractor)
whose address is 30375 Quail Roost Trail, Big Pine Key, Florida 33043 and Monroe County Board of
County Commissioners, whose address is 1100 Simonton Street, Key West, Florida 33050 (hereafter
"County ");
WHEREAS, Conch Wastewater, Inc. is engaged in the business of Wastewater Treatment
operations, Consulting Services, Maintenance, Sample Collection and placement of wastewater operators
and related services ( "Services ");
WHEREAS, the County desires to memorialize its Agreement to engage Conch Wastewater, Inc.
to provide Services for the County at the County's Marathon Airport (FLA014709) facility;
WHEREAS, Conch Wastewater, Inc. desires to be a provider of Services for the County and to
provide such additional services as set forth below;
NOW THEREFORE in consideration of the promises, and of the mutual covenants to be legally
bound hereby, the parties hereto agree as follows:
1. DUTIES OF CONSULTANT
A. SCOPE OF WORK
Consultant shall provide to the County all Department of Environmental Protection (DEP) requirements
stipulated in the Operating Permit (attached Exhibit A) for the Marathon Airport (FLA014709) WWTP in
order to operate the facility efficiently and reliably, and to maintain the facility according to the Permit.
The Consultant shall invoice the County on a monthly basis at the fee schedule rate of $603.32. These
contractual services shall be provided on an annual basis commencing on July 1, 2012 through June 30,
2013. Consultant acknowledges that the County is mandated under law to connect to the City of
Marathon central sewer system upon notice to the County by the city of Marathon that the central
sewer system is available. Therefore in accordance with the provisions of article 2 of this agreement
the County may terminate this agreement without penalty and without any further obligations to
Consultant upon 60 days written notice. The County shall not be liable for any costs incurred by
Consultant after the effective date of termination.
Comply with all conditions specified within the current Permit for this facility.
Comply with all DEP rules, and County and Local regulations pertaining to the operations and
maintenance of wastewater facilities, systems of treatment and control, and related appurtenances.
Notify the County, by written notice, of changes in DEP rules, County and Local regulations, as they
apply to the plant permitting or operations
Provide Discharge Monitoring Report preparation on a monthly basis as required by the Permit
Conditions, DEP regulations, and local and county regulations.
Assist the County in interpretation of sample data submitted by the certified laboratory on an as needed
and as requested basis.
Provide pumping service, including emergency standby pumping service for the facility as needed to
maintain the facilities operations and compliance. Pumping Services shall include, but not limited to,
emergency pumping and shall be billed to the County directly for payment.
Provide emergency standby service for the facility as required by the Permit and DEP regulations
Repair minor electrical, plumbing and pump station equipment and controls at the cost of $500.00 or
below. For any repairs in excess of $500.00, a proposal of repairs shall be submitted to the County for
approval, and scheduled accordingly.
NORMAL WORKING HOURS ARE MONDAY THROUGH FRIDAY 8:OOAM TO 5:OOPM;
EXCLUDING ALL HOLIDAYS.
B. ESTIMATE OF COST
Labor
❑ Principal @ $75.00/hr as requested
❑ DMR Preparation @ $45.00/hr minimum one hour per month
❑ Handling fee for parts required for operations, maintenance, repairs and emergency service @
Costs + 20%
0 Overtime and Holiday hourly rates for staff shall be time and half accordingly.
❑ Pump Out Service provided by Conch Wastewater at $0.37 per gallon, and fuel surcharge if
applicable.
Material and Reimbursable Costs (as needed)
0 Costs + 20%
2. TERMINATION
Conch Wastewater, Inc. may terminate this contract with cause, with 24 hour written notice delivered to
Client via fax, causes include but are not limited to; non - payment of services as contracted, Clients
inability to make necessary repairs to maintain compliance with existing Permit requirements, Breach of
term/and/or terms of the contract, etc. said Termination shall release Conch Wastewater, Inc. of any
further obligations under the contract.
Either Party hereto may cancel this agreement without cause by giving the other party sixty (60) days of
written notice of its intention to do so with neither party having any further obligation under the terms of
the contract upon termination. Conch Wastewater, Inc. is aware of the client's intention to tie in to
the municipal sewer system. Per your permit (FLA014709), page 11, paragraph 15, The permittee
shall give the DEP written notice at least 60 days before inactivation or abandonment of a
wastewater facility and shall specify what steps will be taken to safeguard public health and safety
during and following inactivation or abandonment. (62- 620.610(15)). Conch Wastewater, Inc asks
that you notify us at the same time you notify the DEP in order to terminate this agreement.
3. PAYMENT FOR SERVICES
Consultant will invoice County monthly, in arrears, for services provided in accordance with this
2
Agreement. County shall pay in accordance with the Florida Local Government Prompt Payment Act F.S.
218.735; payment will be made after delivery and inspection by County and upon submission of invoice
by Consultant acceptable to the Clerk of Courts. Acceptability to the Clerk is based on generally accepted
accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds.
Payment not received within the terms stipulated will be considered in default and the County will be
obligated to pay interest at the rate of 1.5 %(18% APR) per month for all balances not paid within 30 days
and accept an increase in the Consultant's bill rate, and certain services may be interrupted. In the event a
portion of any invoice is disputed, the undisputed portion shall be paid. County acknowledges and agrees
that in the event a non - exempt Consultant works more than forty (40) hours in any work week for County,
the Federal Labor Standard Act requires that Employee's and Consultant be compensated at the hourly
rate of time and one half for such overtime hours. County agrees to pay Consultant for all such overtime
payments earned by its non - exempt Employee's and Consultants.
4. ACCESS
County will maintain facility secure, only authorized personnel will be admitted; authorized personal is
defined as County, DEP representatives, and Conch Wastewater representative.
5. PROCESS CONTROL
County will not alter or modify process control without consulting/notifying Conch Wastewater and or
Conch Wastewater representative.
6. INDEMNIFICATION
Notwithstanding any minimum insurance requirements prescribed elsewhere in this Agreement,
Consultant agrees to defend, indemnify and hold the County and the County's elected and appointed
officers and employees harmless from and against (i) any claims, actions or causes of action, (ii) any
litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of
injury (including death), loss, damage, fine, penalty or business interruption, and (iii) any costs or
expenses (including, without limitation, costs of remediation and costs of additional security measures
that the Federal Aviation Administration, the Transportation Security Administration or any other
governmental agency requires by reason of, or in connection with a violation of any federal law or
regulation, attorneys' fees and costs, court costs, fines and penalties) that may be asserted against, initiated
with respect to, or sustained by, any indemnified party by reason of, or in connection with, (A) any
activity of Consultant or any of its employees, agents, contractors or other invitees on the Airport during
the term of this Agreement, (B) the negligence or willful misconduct of Consultant or any of its
employees, agents, contractors or other invitees, or (C) Consultant's default in respect of any of the
obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions,
causes of action, litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts
or omissions of the County or any of its employees, agents, contractors or invitees (other than
Consultant). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses
relate to events or circumstances that occur during the term of this Agreement, this section will survive
the expiration of the term of this Agreement or any earlier termination of this Agreement.
7. LIMITATION ON DUTIES
County agrees that it will not entrust Employees and Contractor /Consultants with unattended premises i.e;
cash, checks, negotiable instruments or other valuables without the prior written agreement of
Contractor /Consultant, and then only under County's direct supervision.
3
8. EQUAL EMPLOYMENT OPPORTUNITY
County acknowledges that the Consultant is an Equal Employment Opportunity employer and agrees that
it shall not harass, discriminate against or retaliate against any Employee or Consultant because of his or
her race, national origin, age, sex, disability, marital status or other category protected by law.
9. INSURANCE COVERAGE
A. COMMERCIAL GENERAL LIABILITY
Consultant shall provide commercial general liability insurance coverage in the amounts of $1,000,000.00
each occurrence /$2,000,000.00, general aggregate. The Monroe County Board of County Commissioners,
Monroe County, Florida shall be named as additional insured.
B. AUTOMOBILE LIABILITY
Consultant shall provide automobile liability insurance coverage for the Consultant's vehicles in the
amount of $1,000,000.00, combined single limit, each accident. The Monroe County Board of County
Commissioners, Monroe County, Florida shall be named as additional insured.
C. WORKERS COMPENSATION
Consultant shall provide workers' compensation insurance coverage for the Consultants but County
retains the right to direct and control the work of the Consultants. The parties agree to immediately notify
each other of any injury or accidents or any claim for workers compensation benefits involving the
Consultants assigned to County's facility.
10. AMENDMENTS AND WAIVERS
No provision of this Agreement may be amended or waived unless such amendment or waiver is agreed
to in writing and signed by the parties. The waiver by either party of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach hereof.
11. INEFFECTIVE PARTS
If any term, covenant, condition or provision of this Agreement (or the application thereof to any
circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent
jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be
affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be
valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the
remaining terms, covenants, conditions and provisions of this Agreement would prevent the
accomplishment of the original intent of this Agreement. The County and the Consultant agree to reform
the Agreement to replace any stricken provision with a valid provision that comes as close as possible to
the intent of the stricken provision.
12. FINAL AGREEMENT
This Agreement contains the entire understanding between the parties hereto and supersedes all prior
agreements and understandings relating to the subject matter hereof, and may be modified only in writing
executed by the parties.
4
13. SURVIVABILITY
To the extent necessary to provide Consultant with the full and complete benefit of this Agreement, the
provisions in this Agreement and the obligations of the County hereunder shall survive the termination of
this Agreement and shall not be affected by such termination.
14. GOVERNING LAW, VENUE, INTERPRETATION
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida
applicable to contracts made and to be performed entirely in the State.
In the event that any cause of action or administrative proceeding is instituted for the enforcement or
interpretation of this Agreement, the County and the Consultant agree that venue will lie in the
appropriate court or before the appropriate administrative body in Monroe County, Florida.
The County and the Consultant agree that, in the event of conflicting interpretations of the terms or a term
of this Agreement by or between any of them the issue shall be submitted to mediation prior to the
institution of any other administrative or legal proceeding.
15. BOOKS, RECORDS AND DOCUMENTS
Consultant shall maintain all books, records, and documents directly pertinent to performance
under this Agreement in accordance with generally accepted accounting principles consistently applied.
Each party to this Agreement or their authorized representatives shall have reasonable and timely access
to such records of each other party to this Agreement for public records purposes during the term of the
Agreement and for four years following the termination of this Agreement. If an auditor employed by the
County or the Clerk of Court determines that monies paid to Consultant pursuant to this Agreement were
spent for purposes not authorized by this Agreement, the Consultant shall repay the monies together with
interest calculated pursuant to Sec. 55.03; FS, running from the date the monies were paid to Consultant.
16. ATTORNEY'S FEES AND COSTS
The County and the Consultant agree that in the event any cause of action or administrative proceeding is
initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out -of-
pocket expenses, as an award against the non - prevailing party, and shall include attorney's fees, courts
costs, investigative, and out -of- pocket expenses in appellate proceedings. Mediation proceedings initiated
and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil
Procedure and usual and customary procedures required by the circuit court of Monroe County.
17. BINDING EFFECT
The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of
the County and Consultant and their respective legal representatives, successors, and assigns.
18. AUTHORITY
Each party represents and warrants to the other that the execution, delivery and performance of this
Agreement have been duly authorized by all necessary County and corporate action, as required by law.
5
19. CLAIMS FOR FEDERAL OR STATE AID
Consultant and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal
and state funds to further the purpose of this Agreement; provided that all applications, requests, grant
proposals, and funding solicitations shall be approved by each party prior to submission.
20. ADJUDICATION OF DISPUTES OR DISAGREEMENTS
County and Consultant agree that all disputes and disagreements shall be attempted to be resolved by
meet and confer sessions between representatives of each of the parties. If no resolution can be agreed
upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a
public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the
satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be
provided by this Agreement or by Florida law.
21. COOPERATION
In the event any administrative or legal proceeding is instituted against either party relating to the
formation, execution, performance, or breach of this Agreement, the County and Consultant agree to
participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and
other activities related to the substance of this Agreement or provision of the services under this
Agreement. County and Consultant specifically agree that no party to this Agreement shall be required to
enter into any arbitration proceedings related to this Agreement.
22. NONDISCRIMINATION
The Consultant agrees that there will be no discrimination against any person, and it is expressly
understood that upon a determination by a court of competent jurisdiction that discrimination has
occurred, this Agreement automatically terminates without any further action on the part of any party,
effective the date of the court order. The Consultant agrees to comply with all Federal and Florida
statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not
limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88 -352) which prohibits discrimination on the
basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20
USC ss. 1681 -1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of
the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis
of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101- 6107) which
prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL
92 -255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive
Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 -616), as
amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health
Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd -3 and 290ee -3), as amended, relating to
confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42
USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9)
The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to
time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination
provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this
Agreement.
23. COVENANT OF NO INTEREST
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County and Consultant covenant that neither presently has any interest, and shall not acquire any interest,
which would conflict in any manner or degree with its performance under this Agreement, and that the
only interest of each is to perform and receive benefits as recited in this Agreement.
24. CODE OF ETHICS
County agrees that officers and employees of the County recognize and will be required to comply with
the standards of conduct for public officers and employees as delineated in Section 112.313, Florida
Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's
agency; unauthorized compensation; misuse of public position, conflicting employment or contractual
relationship; and disclosure or use of certain information.
25. NO SOLICITATION/PAYMENT
The County and Consultant warrant that, in respect to itself, it has neither employed nor retained any
company or person, other than a bona fide employee working solely for it, to solicit or secure this
Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm,
other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other
consideration contingent upon or resulting from the award or making of this Agreement. For the breach
or violation of the provision, the Consultant agrees that the County shall have the right to terminate this
Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the
full amount of such fee, commission, percentage, gift, or consideration.
26. PUBLIC ACCESS
The County and Consultant shall allow and permit reasonable access to, and inspection of, all documents,
papers, letters or other materials in its possession or under its control subject to the provisions of Chapter
119, Florida Statutes, and made or received by the County and Consultant in conjunction with this
Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of
this provision by Consultant.
27. NON - WAIVER OF IMMUNITY
Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the
Consultant in this Agreement and the acquisition of any commercial liability insurance coverage, self -
insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of
immunity to the extent of liability coverage, nor shall any contract entered into by the County be required
to contain any provision for waiver.
28. PRIVELGES AND IMMUNITIES
All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and
pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of
officers, agents, or employees of any public agents or employees of the County, when performing their
respective functions under this Agreement within the territorial limits of the County shall apply to the
same degree and extent to the performance of such functions and duties of such officers, agents,
volunteers, or employees outside the territorial limits of the County.
7
29. LEGAL OBLIGATIONS AND RESPONSIBILITIES
Non - Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be
construed as, relieving any participating entity from any obligation or responsibility imposed upon the
entity by law except to the extent of actual and timely performance thereof by any participating entity, in
which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this
Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional
or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute,
and case law.
30. NON - RELIANCE BY NON - PARTIES
No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce
or attempt to enforce any third -party claim or entitlement to or benefit of any service or program
contemplated hereunder, and the County and the Consultant agree that neither the County nor the
Consultant or any agent, officer, or employee of either shall have the authority to inform, counsel, or
otherwise indicate that any particular individual or group of individuals, entity or entities, have
entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community
in general or for the purposes contemplated in this Agreement.
31. ATTESTATIONS
Consultant agrees to execute such documents as the County may reasonably require, to include a Public
Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement.
32. NO PERSONAL LIABILITY
No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any
member, officer, agent or employee of Monroe County in his or her individual capacity, and no member,
officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to
any personal liability or accountability by reason of the execution of this Agreement.
33. EXECUTION IN COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall be regarded as an
original, all of which taken together shall constitute one and the same instrument and any of the parties
hereto may execute this Agreement by singing any such counterpart.
34. SECTION HEADINGS
Section headings have been inserted in this Agreement as a matter of convenience of reference only, and
it is agreed that such section headings are not a part of this Agreement and will not be used in the
interpretation of any provision of this Agreement.
35. MUTUAL REVIEW
This agreement has been carefully reviewed by the Consultant and the County, therefore this agreement is
not to be construed against either party on the basis of authorship.
8
IN WITNESS WHEREOF, The parties have caused these presents to be executed by their respective
officer or representative thereunto duly authorized, the day and year first above written.
(SEAL) - MONROE COUNTY BOARD OF COUNTY
ATTEST: DANNY L. KOLHAGE, CLERK COMMISSIO RS
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CERTIFICATE HOLDER It LI&TGD AS AN ADDITIONAL INSURED
REt OPERATIONS & MAMTENANCE -SEWAGE TREATMENT PLANT MONROE COUNTY MARATHON AIRPORT MONROE. FL 33040
CERTIFICATC HOLD M
MONOa cww & wd of cm* cwm*$=Ws
1100 911nwtn sh."
KWp WGK Fhm 33040
ACORO 25 rMll 5) CIF
SHOULD ANY OP TNr AWA OAWCRI ' im POU MA W CANOM.LBO slerowa
TM WIIIIATION DATE Tiil W, NOTICS W LL Or MlIAW O M
AOCOIIDANCC om THE POLICY FRoVISl0w
AuTwO 00@lititN awn
0 14N-MO ACORlDCORPORATION. AB r*M4 tos~
Tw ACORD IMnla and loco"caylalaed I++plls dACORD
2012 / 2013
MONROE COUNTY BUSINESS TAX RECEIPT
EXPIRES SEPTEMBER 30, 2013
RliE.lyT
r;4, 0140.103103
Business Name: CONCH WASTEWA Elk' I1GA
Owner Name: JEFFERY E Sfi�,R,P^�� ,� 1 Buslness"Wcati 30375 QUAIL ROCS TRAIL
Mailing Address: 30375 QU�QfRAII� , ` �,�TMI• . �I.
_ (1 ti .�/ f3 G PINE KEY, FL 33043
BIG PINEaiCf'� -,Busiq jss Phony i f3p�522-2830
RZZ1 �5iness Type: \"Crt4-jRAC OR5 (WASTEWATER TREATMENT
'�iP1Ahk OPERATOR)
Rooms=~I/Seats:, r;MPj`ovee , ` MarMi a Stalls
!• y ""dxw [ftA : ST TE LICEN6'�VD9 I
~1� For Veh ing sin ¢s my �
Number 0 Machiees:.. _ ?. • Vendino Tvnw.
Tax Amount
Transfer F
Total ,;., :;
,Penalty = - Rfior Yea : P r
Collection Cost
Total Paid
20.00
0. •
r� 20.00
.:' __„' t F 0.00 t 1 U.00
1 ...
0.00
20.00
j
,\{Ali -'�•:: 'J`10
,./�
Paid 1 18,11-00003989 ��s^ ` Q12 -.20. Q;0
THIS RECEIPT MUST BE P09YED a I7c.,
OU'S1;Y�°1�N YOUR PLACE OF BUSINESS
.�,.
THIS BECOMES A TAX RECEIPT Danise D. Henriq CFC, Tax Collector THIS IS ONLY A TAX.
WHEN VALIDATED PO Box 1129, Key West, FL 33041 YOU MUST MEET ALL
COUNTY AND/OR
MUNICIPALITY PLANNING
AND ZONING REQUIREMENTS.