Item N3BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: 07-15-2015 Department: Wastewater
Bulk Item: Yes _Y_X_ No Staff Contact /Phone #: —Wilson / 8797
AGENDA ITEM WORDING: Approval of an interlocal agreement (ILA) between the Board of
County Commissioners and the Florida Keys Aqueduct Authority for the East/West Long Key
wastewater project. This project will be funded by the assessment revenue, the infrastructure sales tax.
ITEM BACKGROUND: This ILA sets for the commitments, understandings, duties and
responsibilities of each party in completing the wastewater project for the East/West Long Key
wastewater service area.
PREVIOUS RELEVANT BOCC ACTION: On March 18, 2015 BOCC approved funding of 1.47
million for the expansion of the Layton treatment plant service area to include properties on East and
West Long Key.
CONTRACT/AGREEMENT CHANGES: N/A
STAFF RECOMMENDATIONS: Approval as stated.
TOTAL COST: NTE 1.5M— INDIRECT COST: —staff time BUDGETED: Yes No X
DIFFERENTIAL OF LOCAL PREFERENCE:
COST TO COUNTY: 1,406,504.44 SOURCE OF FUNDS: assessments
+ inftastructure sales tax
REVENUE PRODUCING: Yes No XX AMOUNT PER MONTH Year
APPROVED BY: County Attorney OMB/PurchasingRisk Management
I
Included XX Not Requircil
MaRT-74
CONTRACT SUMMARY
Contract with: FKAA Contract #
Effective Date: 07-15-2015
Expiration Date:
Contract Purpose/Description:
Set the commitments, understanding, duties and responsibilities of each party in
completing the wastewater project for the East/West Long Key wastewater service area.
Contract Manager: Tina LoSacco .4426 Wastewater #1
I (Name) (Ext.) (Department/Stop #)
Total Dollar Value of Contract: $ 1,500,000-00 Current Year Portion: $
Budgeted? Yeso No Z Account Codes -
Grant: $ . .........
County Match: $
ADDITIONAL COSTS
Estimated Ongoing Costs: $ For:
(Not included in dollar value above) (e.g. maintenance
.t.7-,Tum.!Ll
utilities, janitorial, salaries, etc.
Changes Date Out
Date In Needed Reviewer
Department Head Yes[:] No[]
Risk Management (')--s Yes[] NoD
O.M.B./Purchasing �� A36 Yes[:] NoD
County Attorney YesEl NoLR
Comments:
THIS INTERLOCAL AGREEMENT is entered into this _ day of June, 2015,
pursuant to Sec. 163.01, FS., by and between Monroe County, a political subdivision oft e State
of Florida, (County), and the Florida Keys Aqueduct Authority, an independent special district,
(FKAA).
WHEREAS, the County is authorized by Florida Statutes section 125.01(1) to provide,
assist in providing, and fund a centralized wastewater treatment system; and
WHEREAS, the County, by Interlocal Agreement dated September 6, 2005, has
committed to seeking funding through federal and state grants and loans and the issuance of
revenue bonds backed by the pledge of infrastructure sales tax and to provide funds to the FKAA
for the administration, planning and construction of future wastewater projects in unincorporated
Monroe County; and
WHEREAS, the FKAA is authorized by Chapter 76-441, Laws of Florida, as amended,
and Chapter 98-519, Laws of Florida, to design, construct, and operate wastewater treatment
systems-, and
WHEREAS, FKAA is the owner and operator of a wastewater treatment plant (WWTP)
located within the municipality of Layton, Florida, on Long Key-, and
WHEREAS, there are approximately 103 equivalent dwelling units (EDUs) located on
the east and west end of Long Key not currently connected to the ww,rp; and
WHEREAS, FKAA has advised that the Layton WWTP has sufficient capacity to accept
the additional flow from the identified properties, and advises that the estimated cost of
construction for a low pressure collection and transmission system is $1.5 million for the
additional 103 equivalent dwelling units (EDUs), or $14,300/EDU; and
WHEREAS, on March 18, 2015, the Monroe County Board of County Commissioners
(BOCC) approved funding in the amount of up to One Million Five Hundred Thousand Dollars
and No Cents ($1,500,000.00) for the expansion of the Layton WWTP service area to include the
identified properties on cast and west Long Key (Project); and
WHEREAS, the parties wish to add the additional identified properties into the Long
Key service area.
NOW THEREFORE, in consideration of the mutual premises and covenants set forth
below, the parties agree as follows:
(A) The County shall appropriate from any lawfully available source a sum for the
estimated costs of administration, design, planning and construction of the Project,
which shall not exceed one and one-half million dollars ($1,500,000.00) (Project
Cost). The source of funds for this Project shall be infrastructure surtax proceeds and
non -ad valorem special assessments. The amount of the funding may be changed by
written amendment to this Agreement approved by the parties.
(B) The County shall pay an advance of the Project Cost to the FKAA upon presentment
of an invoice from FKAA on a mutually agreed date, following execution of this
Agreement by both parties.
(C) The County's obligation to pay under this Agreement is contingent upon an annual
appropriation by the Board of County Commissioners and approval of the BOCC
members at the time of contract initiation and its duration.
2. PROJECT. The Project shall consist of administration, design, planning and
construction of a collection and transmission system for the addition of the areas delineated on
Exhibit A on east and west Long Key to the existing Layton WWTP. Both FKAA and County
shall perform their respective obligations and responsibilities under the Interlocal Agreement
dated September 6, 2005. Attached is a Project area map (Exhibit A).
(A) The entire Project cost is one and one-half million dollars ($1,500,000.00) (Project
Cost).
(B) The FKAA shall initially be funded in the amount of One Million Three Hundred
Thousand Dollars ($1,300,000.00) (Initial Advance) for the administration, planning,
design and construction of the Project.
(C) The remaining balance of the Project Cost ($200,000.00) will be paid at completion
of the project, is is estimated to occur within six (6) months from execution of
this Agreement.
(D) During the course of the Project, the FKAA may request reimbursement for payments
made by FKAA against the Initial Advance upon submission of documentation of
previous expenditures until the total amount allocated byte County for the Project
Cost is exhausted. The remaining balance will be paid upon completion ofthe
Project, and upon submission of the final request for reimbursement.
(E) The documentation submitted to the County for the purpose of seekirfl
reimbursement as described in paragraph (3)(B), above, shall describe the servic
performed and the amount of funds expended. The request for reimburseme
consisting of an invoice with supporting documentation to support the prop
expenditure of advance funds, shall be submitted to the County Engineed
department at least monthly. Properly supported expenditures shall be appli
against the cash advances. The submission must be in a form acceptable to t -�l
Engineering Department and the Clerk of the BOCC. If the Engineeri
Department finds the documentation to be insufficient, the Engineering Departine
shall inform the FKAA in writing of the shortcomings and seek addition
documentation. Upon receipt of documentation that the Engineering Departme
ILA Long Key 2
deems sufficient, the department shall forward the documentation to the Clerk to be
applied against the advances extended to the FKAA. For purposes of this paragraph,
the FKAA Executive Director and the County Administrator may designate specific
personnel to act on behalf of the FKAA and Engineering Department to address the
accounting for expenditures of advanced funds. If the Clerk deems the submission
is unacceptable, either the Clerk or the Engineering Department shall return to
invoice to the FKAA with a written description of the deficiency(ies) with a copy to
the Engineering Department.
Do ''I ■ Lazaam
(A) The FKAA shall establish fiscal controls and fund accounting procedures that
comply with generally accepted government accounting principles, satisfactory to
the Clerk, in order to assure that the funds provided to the FKAA are spent for the
purposes set forth in this Agreement. All FKAA financial records pertaining to this
Agreement must be made available, upon request, to the Clerk, an auditor employed
by the County or the Clerk, or the State of Florida. The records must be retained by
the FKAA for five years following the receipt by the FKAA of its last payment
pursuant to this Agreement. Any funds transferred by the County to the FKAA
under this Agreement that are determined by the Clerk, or an auditor employed by
the County or the Clerk or employed by the State to have been spent on a purpose
not contemplated by this Agreement must be paid back to the County with interest
calculated pursuant to Florida Statute Sec. 55.03(1), from the date the auditor
determines the funds were expended for a purpose not authorized by this
Agreement. The FKAA agrees to provide the Clerk with quarterly status reports
concerning the expenditure of these funds in sufficient detail to demonstrate
compliance with the provisions of this Agreement.
(B) In addition to fiscal controls instituted by the FKAA and reports required abov
there shall be a special "accountability" system established for period submissi
and review of documentation as the Project progresses, to ensure that undue dela
in processing the documentation does not result in lost documentation or insufficie
documentation that is discovered after the FKAA no longer has a contractu
relationship with the entity from which additional documentation is requireo
Although the 3.. Executive Director, or his designee, or the Court
Administrator, or his designee, may supplement the accountability system by mutu
.1
agreement and directives to their respective personnel, the system at the very leal
shall involve the following:
(1) Regular submissions, no less frequently than monthly, of all accrued
expenditure documents since the prior submission to be applied against the
cumulative outstanding advances;
(2) Monthly meetings between FKAA staff responsible for the accumulation of
documentation and maintenance of FKAA records, the County Engineering
department, the County budget office, and the Clerk's finance department
personnel, for the purpose of FKAA delivery of monthly records to the
County; cursory review of the current submission; and discussion regarding
ILA Long Key 3
any omissions or errors in the prior month's submission discovered during
.iue diligence by the County in verifying that the documentation supports the
expenditures claimed;
(3) Each monthly meeting for purposes of documentation review and discussion
shall have an agenda and shall include review of rejections of prior
submissions, including any outstanding submission that have not been
accepted and for which additional documentation is still needed to support
application of the expenditure against the advance,
Y,
k4) If there are any expenditures more than six (6) months old still deemed by
the County or the clerk to be insufficiently documented, the Parties shall set
up a special meeting process to address and correct the apparent errors
and/or omissions so that undue delay in resolution does not render it
impossible to receive supporting documentation from the FKAA's
contractors.
5. RELATIONSHIP OF PARTIES. FKAA is an independent contractor and not an
agent or servant of the County. FKAA shall exercise control, direction, and supervision over
the means and manner that its personnel, contractors and volunteers perform the work for the
put -pose of this Agreement. FKAA shall have no authority whatsoever to act on behalf of or
as agent of the County in any prornise, agreement or representation other than as specifically
provided for in this Agreement. The County shall at no time be legally responsible for any
ig, jjo•r olunteers resultin * either bodil
6. TAXES. FKAA must pay all taxes and assessments, if any, including any sales or use
tax, levied by any government agency with respect to FKAA's operations related to this
Agreement. The County is exempt frorn sales and use taxes.
7. INSURANCE. The parties to this Agreement stipulate that each is a state
governmental agency as defined by Florida Statutes and represents to the other that it has
purchased suitable Public Liability, Vehicle Liability, and Workers' Compensation insurance,
or is self -insured, in amounts adequate to respond to any and all claims under federal or state
actions, including but not limited to civil rights actions, not limited by Florida Statutes Section
JJ,J_JJ inj C�a,,ter &I'l i gy i j inj and all claims within the limitations of Florida Statute
To the extent allowed by law, each party shall be responsible for any acts of negligence
on the part of its employees, agents, contractors, and subcontractors and shall defend,
indemnify and hold the other party harmless from all claims arising out of such actions.
FKAA agrees to keep in full force and effect the required insurance coverage during
the term of this Agreement. If the insurance policies originally purchased which meet the
requirements of this lease are canceled, terminated or reduced ill coverage, then FKAA must
immediately substitute complying policies so that no gap in coverage occurs. Copies of
current policy certificates shall be filed with the County whenever acquired or amended.
ILA Long Key 4
8. HOLD HARMLESS. To the extent allowed by law, FKAA is liable for and must
fully defend, release, discharge, indemnify and hold harmless the County, the members of the
County Commission, County officers and employees, County agents and contractors, and the
Sheriff s Office, its officers and employees, from and against any and all clairns, demands,
causes of action, losses, costs and expenses of whatever type - including investigation and
to
FKAA's operations in connection with this Agreement except for those claims, demands,
damages, liaties, actions, causes of action, losses, costs and expenses that are the result of
the sole negligence of the County. FKAA's purchase of the insurance required under this
Agreement does not release or vitiate its obligations under this paragraph. FKAA does not
waive any of its sovereign immunity rights including but not limited to those expressed in
Section 768.28, Florida Statutes.
10. GOVERNINGVENUE, INTERPRETATION, COSTS, AND FEES. This
Agreement shall be governed by and construed in accordance with the laws of the State of
Florida applicable to contracts inade 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 FKAA agree that venue shall lie in the
appropriate court or before the appropriate administrative body in Monroe County, Florida.
Neither this Agreement nor any of its terms is subject to arbitration.
ILA Long Key 5
11. SEVERABILITY. 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 FKAA 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. ATTORNEY'S FEES AND COSTS. The County and FKAA agree that in the event
any cause of action or administrative proceeding is initiated or defended by any party relative
�o wrjcnt Wti*n *f *
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.
13. BINDING EFFECT. The terms, covenants, conditions, and provisions of this
Agreement shall bind and inure to the benefit of the County and FKAA and their respective
legal representatives, successors, and assigns.
14. 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.
15. CLAIMS FOR FEDERAL OR STATE AID. FKAA 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.
16. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and FKAA
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
6hw"iofwcti.ax* f 6kii y1n6m*A-twtnm%V6_.6y shal I have the rit-�ht to seek Such relief
or remedy as may be provided by this Agreement or by Florida law.
17. 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, County and FKAA 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 FKAA
specifically agree that no party to this Agreement shall be required to enter into any
arbitration proceedings related to this Agreement.
ILA Long Key 6
18. COVENANT OF NO INTEREST. County and FKAA covenant that neith'"
presently has any interest, and shall not acquire any interest, which would conflict in a
manner or degree with its performance under this Agreement, and that only interest of each
to perform and receive benefits as recited in this Agreement. I
19. FLORIDA CODE OF ETHICS. County agrees that officers and employees of the
County recognize and will be required to comply with the standards • conduct for public
officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not
limited to, solicitation • acceptance of gifts; doing business with one's agency; unauthorized
compensation; misuse of public position, conflicting employment or contractual relationship;
?nd disclosure or use of certain information.
20. NO SOLICITATION[PAYMENT. The County and FKAA 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 FKAA agrees that the County shall have the right to terminate
this Agreement • • and, at its discretion, to offset from monies owed, or
otherwise recover, the full amount of such fee, commission, •" gift, or consideration.
21. PUBLIC ACCESS, The County and FKAA shall allow and permit reasonable access
to, and • of, all documents, papers, letters or other materials in each •
possession or under its control subject to the provisions • Chapter 119, Florida Statutes, and
made or received by the County and FKAA in conjunction with this Agreement; and the
County shall have the right to unilaterally cancel this Agreement upon violation of this
provision by FKAA. In accordance with Section 119.0701, Florida Statutes, FKAA will:
(a) Keep and maintain public records that ordinarily and necessarily would be required
by the public agency in order to perform the service.
(b) Provide the public with access to public records on the same terms and conditions
that the public agency would provide the records and at a cost that does not exceed the
cost provided in this chapter or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law.
(d) Meet all requirements for retaining public records and transfer, at no cost, to the
public agency all public records in possession of the contractor on termination of the
contract and destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. All records stored electronically
must be provided tote public agency in a format that is compatible with the information
technology systems of the public agency.
ILA Long Key 7
Florida Statutes, the participation of the County and the FKAA 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 or the FKAA be
required to contain any provision for waiver.
23. PRIVILEGES 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 or the FKAA, when performing
ftir t iPmit within 0n ft;rjit•
x6NWiunit',�wf (ohw*maiV&A6,*
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.
24. 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.
25. 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-
;uw"laiRxww,it:6I,wmnMjbAtr �nnniifi**Adaty contemAlated hereunder, and
the County and the FKAA agree that neither the County nor the FKAA 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.
26. ATTESTATION& FKAA agrees to execute such documents as the County may
reasonably require, including but not litnited to a Public Entity Crime Statement, an Ethics
Statement, and a Drug- Free Workplace Statement.
27. 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 or the FKAA in his or her individual capacity, and no member, officer, agent or
employee of Monroe County or the FKAA shall be liable personally on this Agreement or be
subject to any personal liability or accountability by reason of the execution of this
Agreement.
28. 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.
ILA Long Key 8
29. 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.
30. TERMINATION. The County may treat FKAA in default and terminate this
Agreement immediately, without prior notice, upon failure of FKAA to comply with any
provision related to compliance with all laws, rules and regulations. This Agreement may be
terminated by County due to breaches of other provisions of this Agreement if, after written
notice of the breach is delivered to FKAA, FKAA it not cure the breach within seven (7)
days following delivery of notice of breach. The County may terminate this Agreement upon
giving sixty (60) days prior written notice to FKAA. Any waiver of any breach of covenants
herein contained shall not be deemed to be a continuing waiver and shall not operate to bar
either party from declaring a forfeiture for any succeeding breach either of the same conditions
or covenants or otherwise. Should the Agreement be terminated, County shall pay for
reimbursable costs to the effective' date of termination. Termination of this Agreement for
this project shall have no effect on any other agreement between the County and the FKAA.
31. ASSIGNMENT. FKAA may not assign this Agreement or assign or subcontract any
of its obligations under this Agreement without the prior written approval of the County's
Board of County Commissioners. All the obligations of this Agreement will extend to and
bind the legal representatives, successors and assigns of FKAA and the County.
32. GOVERNING LAWS, VENUE. This Agreement is governed by the laws of the State
of F I orida and the United States. Venue for any dispute arising under this Agreement must be
in Monroe County, F I orida. In the event of any litigation, the prevailing party is entitled to a
reasonable attorney's fee and costs.
33. MONROE COUNTY ETHICS CLAUSE. FKAA warrants that it has not
employed, retained or otherwise had act on its behalf any former County officer or
employee subject to the prohibition of Section 2 of ordinance No. 010-1990 or any
County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For
breach or violation of this provision, the County may, in its discretion, terminate this
Agreement without liability and may also, in its discretion, deduct from the Agreement or
9,urchase 9,rice or otherwise recover. the full amount of any fee, commission, percentax..
gift or consideration paid to the former County officer or employee.
34. CONSTRUCTION. This Agreement has been carefully reviewed by FKAA and
County. Therefore, this Agreement is not to be construed against any party on the basis
of authorship.
35. NOTICES. Notices in this Agreement, unless otherwise specified, must be
sent by certified mail to the following:
ILA Long Key 9
For the County:
Mr. Roman Gastesi, County
Administrator
Monroe County
1100 Simonton St.
Key West, FL 33040
For FKAA:
Mr. Kirk Zuelch, Executive Director
Florida Keys Aqueduct Authority
I 100 Kennedy Drive
Key West, FL 33040
36FULL UNDERSTANDING. This Agreement constitutes the parties' final
mutual understandiniz. it replaces any earlier agreements or understandings, whether
written or oral. This Agreement cannot be modified or replaced except by another
written and signed agreement.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and
year first above written.
(SEAL)
A HEAVILIN, CLERK
M
M.
Deputy Clerk Danny L. Kolhage, Mayor
(SEAL) THE FLORIDA KEYS AQUEDUCT
ATTEST: AUTHORITY
Clerk
FKAA Board Approved: . 41 4: ) if I,- 2 U 1 �-
ILA Long Key 10
By:
K i r�'. �e Executive Director
-MMA!, will I# �,
OR1911
Date —
'W'set Long Key Expansion
mf1frary
Exhibit A
Project Area Map
ftn"EW
Long Key
Lang Key Ocean Bay Colony
East Long lc&y ExpanslOn
Anglers Cove at lung Key
Ooeenfte Isle
Long Key
ILA Long Key I I