Item C23 ���o i'Cfr BOARD OF COUNTY COMMISSIONERS
County:of Monroe e? �• Mayor Sylvia Murphy,District 5
M4.
ayor Pro Tern Danny Kolhage,District I
The Florida Keys ' Michelle Coldiron,District 2
Heather Carruthers,District 3
David Rice,District 4
County Commission Meeting
March 21, 2019
Agenda Item Number: C.23
Agenda Item Summary #5290
REVISED BACKUP DAY OF MEETING: Added
BULK ITEM: Yes DEPARTMENT: Engineering/Roads
TIME APPROXIMATE:' STAFF CONTACT: Judith Clarke (305) 295-4329
no .
AGENDA ITEM WORDING: Approval of an interlocal agreement with Florida Keys Aqueduct
Authority (FKAA) to provide funds to add repaving.of the lane of CR 905 that is not impacted by
FKAA construction from the intersection with US 1 to the intersection with Card Sound Road to the
construction project. The estimated cost of the additional paving is $995,324.46.
ITEM BACKGROUND: The FKAA water line replacement project on CR905 includes repaving of
the northbound lane of CR 905 from US 1 in Key Largo to just south of the intersection of Card
Sound Road, as required. FKAA has agreed to amend its contract to provide full width overlay of
CR 905 from US 1 to the intersection with Card Sound Road (approximately 8 miles) and Monroe
County will pay for the additional paving, which is not part of the water line replacement
construction project scope of work.
PREVIOUS RELEVANT BOCC ACTION: none
CONTRACT/AGREEMENT CHANGES: .
New Interlocal Agreement
STAFF RECOMMENDATION: Approval as requested.
DOCUMENTATION:
STAMPED ILA FKAA C905 Paving(SECOND REVISED 3 15 19)
FINANCIAL:IMPACT:
Effective Date: March 21,2019
Expiration Date:
Total Dollar Value of Contract: $995,324.46
Total Cost to County: $$995,324.46.
•
Current Year Portion: $$995,324.46
Budgeted: to be budgeted
Source of Funds: 102
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: If yes, amount:
Grant:
County Match:
Insurance Required:
Additional Details:
03/21/19 NEW COST CENTER ADDED $984,279.49
REVIEWED BY:
Judith Clarke Completed 02/28/2019 11:54 AM
Christine Limbert Completed 02/28/2019 1:21 PM
Budget and Finance Completed 02/28/2019 4:43 PM
Maria Slavik Completed 03/01/2019 8:43 AM
Kathy Peters Completed 03/06/2019 11:20 AM
Board of County Commissioners Pending 03/21/2019 9:00 AM
INTERLOCAL AGREEMENT
BETWEEN MONROE COUNTY AND FLORIDA KEYS AQUEDUCT AUTHORITY
(FKAA) FOR ADDITIONAL PAVING UNDER FKAA'S CR-905 PROJECT
THIS INTERLOCAL AGREEMENT is made and entered into as of this 21' day of
March, 2019, between Monroe County, a political subdivision of the State of Florida,
(hereinafter, the COUNTY), and the Florida Keys Aqueduct Authority, an independent special
district and existing under the laws of the State of Florida, (hereinafter the FKAA).
WHEREAS, FKAA has an on-going utility project on CR-905 (Project), which provides
for repaving of a portion of CR-905, and
WHEREAS, the COUNTY wishes for additional paving to be added to the Project to
allow for the full width overlay of the road and bike lane to be repaved; and
WHEREAS, FKAA is currently under contract for the construction of this Project and
has provided the cost for the additional paving and the COUNTY has requested for this work to
be added to the Project; and
WHEREAS, the COUNTY will be responsible for reimbursing FKAA for all the costs
of the additional paving as defined herein, which includes an administrative allowance
associated with COUNTY's specific scope;
NOW THEREFORE, in consideration of the mutual promises and conditions contained
herein, the parties agree as follows:
1. SCOPE OF WORK: The following scope of work will be added to FKAA's Project:
Additional paving of 1" Type S-III asphalt overlay which will result in a full width overlay of
the roadway and bicycle lanes from the South end of CR-905 to the intersection of CR-905 and
Card Sound Road. The work includes striping, temporary pavement markings, thermoplastic
striping, and field as-built.
2. FUNDING: The COUNTY will reimburse FKAA in the total amount of$995,324.46 for the
work described in the Scope of Work above which includes:
Contract Paving and Striping Cost in the amount of$930,209.78;
FKAA Administrative Allowance (7%) in the amount of$65,114.68.
The COUNTY will advance funding to FKAA as described in the following schedule:
$447,896.00 upon issuance of Notice to Proceed to the Contractor(s) responsible for the work.
$447,896.00 upon reaching 50% completion of the overall scope of work.
Final balance due upon substantial completion of the project.
Upon final completion, FKAA will submit to COUNTY a reconciliation of actual costs and
proof of payment to clear the advances.
3. This Interlocal Agreement shall become effective upon execution
1
Interlocal Agreement—MONROE COUNTY AND FKAA 2019
4. In the event of any failure of compliance by either party hereto with any of its material
obligations to the other party as provided herein, such action shall constitute a default under this
Agreement.
5. Upon any such default, the non-defaulting party shall provide to the defaulting party a written
Notice of such default, which Notice (a "Default Notice") shall state in reasonable detail the
actions the defaulting party must take to cure the same. The defaulting party shall cure any such
default within 30 days following the date of the Default Notice.
6. Notwithstanding the provisions of this Section, if any such default by the defaulting party
remains uncured at the conclusion of any specified 30 day cure period, and if the nature of the
defaulting party's obligations are such that more than 30 days is required to effect cure, then the
defaulting party shall not be in default hereunder and the non-defaulting party shall not have the
right to exercise its termination rights granted herein as a result of any such default, it the
defaulting party commences cure within the applicable cure period and thereafter diligently
pursues cure to completion of performance.
7. In the event the defaulting party fails to affect any required cure as provided for herein, the
defaulting party shall be deemed to be in uncured default hereunder, and the non-defaulting
party shall have the right, but shall not be obligated, upon written Notice to the defaulting party,
to terminate this Agreement.
8. If such Notice is given, this Agreement shall terminate on the date set forth in the Notice and
the parties shall be relieved of all rights and obligations hereunder, except for any rights and
obligations that expressly survive termination.
9. To the extent permitted by law and subject to the provisions and monetary limitations of
Section 768.28, Florida Statutes, the COUNTY and FKAA do hereby agree to defend,
indemnify and hold the other, its officers, agents or employees, harmless from and against any
and all liability, damages, costs or expenses (including reasonable attorney's fees, costs, and
expenses at both the trial and appellate levels) arising from the acts of omissions of the
respective party or any third party vendor contracted by the respective party in connection with
this Agreement.
Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of FKAA and
the COUNTY 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 FKAA be required to contain any provision for waiver.
10. Notices
All notices, requests, demands, elections, consents, approvals and other communications
hereunder must be in writing and addressed as follows, or to any other address which either
party may designate to the other party by mail:
If to COUNTY: Roman Gastesi, Jr.
2
Interlocal Agreement—MONROE COUNTY AND FKAA 2019
County Administrator
Monroe County Historic Gato Bldg.
1100 Simonton Street
Key West, Florida 33040
With a copy to: Christine Limbert- Barrows
Assistant County Attorney
P.O. Box 1026
Key West, Florida 33041-1026
If to FKAA: Kirk Zuelch
Executive Director
1100 Kennedy Drive
Key West, FL 33040
With a copy to: Robert Feldman
General Counsel
1100 Kennedy Drive
Key West, FL 33040
Any Notice required by this Agreement to be given or made within a specified period of
time, or on or before a date certain, shall be deemed to have been duly given if sent by certified
mail, return receipt requested, postage and fees prepaid; hand delivered; or sent by overnight
delivery service.
11. Attorney's Fees and Waiver of Jury Trial.
In the event of any litigation arising out of this Agreement, the prevailing party shall be
entitled to recover its attorneys' fees and costs, including the fees and expenses of any
paralegals, law clerks and legal assistants, and including fees and expenses charged for
representation at both trial and appellate levels.
In the event of any litigation arising out of this Agreement, each party hereby
knowingly, irrevocably, voluntarily and intentionally waives its right to trial by jury.
12. 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 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.
13. 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
3
Interlocal Agreement—MONROE COUNTY AND FKAA 2019
1
party to this Agreement shall be required to enter into any arbitration proceedings related to this
Agreement.
14. Governing Law.
This Agreement shall be construed in accordance with and governed by the laws of the
State of Florida. Exclusive venue for any litigation arising out of this Agreement shall be in
Monroe County, Florida, lower Keys Division of the Circuit Court or the Southern District of
Florida. This Agreement is not subject to arbitration.
25. Entire Agreement/Modification/Amendment.
This writing contains the entire Agreement of the parties and supersedes any prior oral
or written representations. No representations were made or relied upon by either party, other
than those that are expressly set forth herein.
No agent, employee, or other representative of either party is empowered to modify or
amend the terms of this Agreement, unless executed with the same formality as this document.
16. No Assignability.
This Agreement shall not be assignable by either party unless such assignment is first
approved by both parties.
17. Severability.
If any term or provision of this Agreement shall to any extent be held invalid or
unenforceable, the remainder of the Agreement shall not be affected thereby, and each
remaining term and provision of this Agreement shall be valid and be enforceable to the fullest
extent permitted by law.
18. Waiver.
The failure of either party to this Agreement to object to or to take affirmative action
with respect to any conduct of the other which is in violation of the terms of this Agreement
shall not be construed as a waiver of the violation or breach, or of any future violation, breach or
wrongful conduct.
19. Funding.
The parties agree that the COUNTY's responsibility under this Agreement is to provide
funding only relating to the Scope of Work set forth in Paragraph 1 above.
20. Survival of Provisions.
Any terms or conditions of this Agreement that require acts beyond the date of the term
of the Agreement, shall survive termination of the Agreement, shall remain in full force and
effect unless and until the terms or conditions are completed and shall be fully enforceable by
either party.
21. Counterparts.
This Agreement may be executed in several counterparts, each of which shall be deemed
an original and such counterparts shall constitute one and the same instrument.
4
Interlocal Agreement—MONROE COUNTY AND FKAA 2019
•
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and.:year
first above written.
(SEAL) BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY,FLORIDA
KEVIN MADOK,Clerk
By:__ By:
Deputy Clerk Mayor/Chairperson
(SEAL) FLORIDA KEYS AQUEDUCT AUTHORITY
ATTEST:
BY:.
Clerk Chairperson
MONROE COUNTY ATTORNEY
OltwoMMEeD AS T FORM:
CHRISTINE LIIMBERT-HARROWS
ASSISTANT COUNTY ATTORNEY
DATE:. Idf I,51.:
5
Interlocal Agreement-MONROE COUNTY AND FKAA 2019
C.23
t, BOARD OF COUNTY COMMISSIONERS
County of Monroe Mayor Sylvia Murphy,District 5
The Florida.Keys l'U � � Mayor Pro Tern Danny Kolhage,District 1
�pw° Michelle Coldiron,District 2
Heather Carruthers,District 3
David Rice,District 4
County Commission Meeting
March 21, 2019
Agenda Item Number: C.23
Agenda Item Summary #5290
BULK ITEM: Yes DEPARTMENT: Engineering/Roads
TIME APPROXIMATE: STAFF CONTACT: Judith Clarke (305) 295-4329
no
AGENDA ITEM WORDING: Approval of an interlocal agreement with Florida Keys Aqueduct
Authority (FKAA) to provide funds to add repaving of the lane of CR 905 that is not impacted by
FKAA construction from the intersection with US 1 to the intersection with Card Sound Road to the
construction project. The estimated cost of the additional paving is $995,324.46.
ITEM BACKGROUND: The FKAA water line replacement project on CR905 includes repaving of
the northbound lane of CR 905 from US 1 in Key Largo to just south of the intersection of Card
Sound Road, as required. FKAA has agreed to amend its contract to provide full width overlay of
CR 905 from US 1 to the intersection with Card Sound Road (approximately 8 miles) and Monroe
County will pay for the additional paving, which is not part of the water line replacement
construction project scope of work.
PREVIOUS RELEVANT BOCC ACTION: none
CONTRACT/AGREEMENT CHANGES:
New Interlocal Agreement
STAFF RECOMMENDATION: Approval as requested.
DOCUMENTATION:
ILA FKAA_C905 Paving 2 28_2019 REVISED 3 7 19
FINANCIAL IMPACT:
Effective Date: March 21, 2019
Expiration Date:
Total Dollar Value of Contract: $995,324.46
Total Cost to County: $$995,324.46.
Packet Pg. 552
C.23
Current Year Portion: $$995,324.46
Budgeted: to be budgeted
Source of Funds: 102
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: If yes, amount:
Grant:
County Match:
Insurance Required:
Additional Details:
03/21/19 NEW COST CENTER ADDED $984,279.49
REVIEWED BY:
Judith Clarke Completed 02/28/2019 11:54 AM
Christine Limbert Completed 02/28/2019 1:21 PM
Budget and Finance Completed 02/28/2019 4:43 PM
Maria Slavik Completed 03/01/2019 8:43 AM
Kathy Peters Completed 03/06/2019 11:20 AM
Board of County Commissioners Pending 03/21/2019 9:00 AM
Packet Pg. 553
C.23.a
INTERLOCAL AGREEMENT
BETWEEN MONROE COUNTY AND FLORIDA KEYS AQUEDUCT AUTHORITY
(FKAA) FOR ADDITIONAL PAVING UNDER FKAA'S CR-905 PROJECT
THIS INTERLOCAL AGREEMENT is made and entered into as of this 21" day of
March, 2019, between Monroe County, a political subdivision of the State of Florida,
(hereinafter, the COUNTY), and the Florida Keys Aqueduct Authority, an independent special
district and existing under the laws of the State of Florida, (hereinafter the FKAA). i
WHEREAS, FKAA has an on-going utility project on CR-905 (Project), which provides
for repaving of a portion of CR-905, and 0
WHEREAS, the COUNTY wishes for additional paving to be added to the Project to
allow for the full width overlay of the road and bike lane to be repaved; and
WHEREAS, FKAA is currently under contract for the construction of this Project and _
has provided the cost for the additional paving and the COUNTY has requested for this work to
be added to the Project; and
c
.T
WHEREAS, the COUNTY will be responsible for reimbursing FKAA for all the costs
of the additional paving as defined herein, which includes an administrative allowance
associated with COUNTY's specific scope;
NOW THEREFORE, in consideration of the mutual promises and conditions contained
herein, the parties agree as follows: �s
1. SCOPE OF WORK: The following scope of work will be added to FKAA's Project:
Additional paving of 1" Type S-III asphalt overlay which will result in a full width overlay of
the roadway and bicycle lanes from the South end of CR-905 to the intersection of CR-905 and00
Card Sound Road. The work includes striping, temporary pavement markings, thermoplastic
striping, and field as-built.
2. FUNDING: The COUNTY will reimburse FKAA in the total amount of$995,324.46 for the
LO
work described in the Scope of Work above which includes:
Contract Paving and Striping Cost in the amount of$930,209.78; psi
FKAA Administrative Allowance (7%)in the amount of$65,114.68.
FKAA will submit the request for reimbursement and will include copies of all consultant pay
applications, evidence of payment to the Contractor by the COUNTY.
3. This Interlocal Agreement shall become effective upon execution
c�
4. In the event of any failure of compliance by either party hereto with any of its material
obligations to the other party as provided herein, such action shall constitute a default under this
Agreement.
1
Interlocal Agreement—MONROE COUNTY AND FKAA 2019
Packet Pg. 554
C.23.a
5. Upon any such default, the non-defaulting party shall provide to the defaulting party a written
Notice of such default, which Notice (a "Default Notice") shall state in reasonable detail the
actions the defaulting party must take to cure the same. The defaulting party shall cure any such
default within 30 days following the date of the Default Notice.
6. Notwithstanding the provisions of this Section, if any such default by the defaulting party
remains uncured at the conclusion of any specified 30 day cure period, and if the nature of the
defaulting party's obligations are such that more than 30 days is required to effect cure, then the
defaulting party shall not be in default hereunder and the non-defaulting party shall not have the
right to exercise its termination rights granted herein as a result of any such default, it the
defaulting party commences cure within the applicable cure period and thereafter diligently 0
pursues cure to completion of performance.
7. In the event the defaulting party fails to affect any required cure as provided for herein, the
defaulting party shall be deemed to be in uncured default hereunder, and the non-defaulting3
party shall have the right, but shall not be obligated, upon written Notice to the defaulting party,
to terminate this Agreement.
8. If such Notice is given, this Agreement shall terminate on the date set forth in the Notice and
a�
the parties shall be relieved of all rights and obligations hereunder, except for any rights and
obligations that expressly survive termination.
9. To the extent permitted by law and subject to the provisions and monetary limitations of
Section 768.28, Florida Statutes, the COUNTY and FKAA do hereby agree to defend,
indemnify and hold the other, its officers, agents or employees, harmless from and against any W
and all liability, damages, costs or expenses (including reasonable attorney's fees, costs, and W
expenses at both the trial and appellate levels) arising from the acts of omissions of the
respective party or any third party vendor contracted by the respective party in connection with
this Agreement. Ni
N
N
Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of FKAA and
the COUNTY in this Agreement and the acquisition of any commercial liability insurance
coverage, self-insurance coverage, or local government liability insurance pool coverage shall a.
LO
not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract
entered into by the COUNTY or FKAA be required to contain any provision for waiver. psi
10. Notices
All notices, requests, demands, elections, consents, approvals and other communications
hereunder must be in writing and addressed as follows, or to any other address which either
party may designate to the other party by mail:
E
If to COUNTY: Roman Gastesi, Jr.
County Administrator
Monroe County Historic Gato Bldg.
1100 Simonton Street
Key West, Florida 33040
2
Interlocal Agreement—MONROE COUNTY AND FKAA 2019
Packet Pg. 555
C.23.a
With a copy to: Christine Limbert- Barrows
Assistant County Attorney
P.O. Box 1026
Key West, Florida 33041-1026
If to FKAA: Kirk Zuelch
Executive Director
1100 Kennedy Drive
Key West, FL 33040
With a copy to: Robert Feldman 0
General Counsel
1100 Kennedy Drive
Key West, FL 33040
Any Notice required by this Agreement to be given or made within a specified period of _
time, or on or before a date certain, shall be deemed to have been duly given if sent by certified
mail, return receipt requested, postage and fees prepaid; hand delivered; or sent by overnight
delivery service. .2
11. Attorney's Fees and Waiver of Jury Trial.
In the event of any litigation arising out of this Agreement, the prevailing party shall be
entitled to recover its attorneys' fees and costs, including the fees and expenses of any
paralegals, law clerks and legal assistants, and including fees and expenses charged for
representation at both trial and appellate levels. �s
In the event of any litigation arising out of this Agreement, each party hereby
knowingly,irrevocably, voluntarily and intentionally waives its right to trial by jury.
00
i
12. 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 the issue
or issues are still not resolved to the satisfaction of the parties, then any party shall have the a.
LO
right to seek such relief or remedy as may be provided by this Agreement or by Florida law.
�s
i
13. 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.
14. Governing Law.
This Agreement shall be construed in accordance with and governed by the laws of the
State of Florida. Exclusive venue for any litigation arising out of this Agreement shall be in
3
Interlocal Agreement—MONROE COUNTY AND FKAA 2019
Packet Pg. 556
C.23.a
Monroe County, Florida, lower Keys Division of the Circuit Court or the Southern District of
Florida. This Agreement is not subject to arbitration.
25. Entire Agreement/Modification/Amendment.
This writing contains the entire Agreement of the parties and supersedes any prior oral
or written representations. No representations were made or relied upon by either party, other
than those that are expressly set forth herein.
No agent, employee, or other representative of either party is empowered to modify or
amend the terms of this Agreement, unless executed with the same formality as this document.
0
16. No Assignability.
This Agreement shall not be assignable by either party unless such assignment is first
approved by both parties.
17. Severability. _
If any term or provision of this Agreement shall to any extent be held invalid or
unenforceable, the remainder of the Agreement shall not be affected thereby, and each
remaining term and provision of this Agreement shall be valid and be enforceable to the fullest .2
extent permitted by law.
18. Waiver.
The failure of either party to this Agreement to object to or to take affirmative action
with respect to any conduct of the other which is in violation of the terms of this Agreement
shall not be construed as a waiver of the violation or breach, or of any future violation, breach or (s
wrongful conduct. W
19. Funding.
The parties agree that the COUNTY's responsibility under this Agreement is to provide00
funding only relating to the Scope of Work set forth in Paragraph 1 above. �
20. Survival of Provisions. >
M
Any terms or conditions of this Agreement that require acts beyond the date of the term a.
LO
of the Agreement, shall survive termination of the Agreement, shall remain in full force and
effect unless and until the terms or conditions are completed and shall be fully enforceable by psi
either party.
21. Counterparts.
This Agreement may be executed in several counterparts, each of which shall be deemed
an original and such counterparts shall constitute one and the same instrument.
E
4
Interlocal Agreement—MONROE COUNTY AND FKAA 2019
Packet Pg. 557
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year
first above written.
(SEAL) BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY,FLORIDA
KEVIN MADOK, Clerk
By: By:
Deputy Clerk Mayor/Chairperson
0
(SEAL) FLORIDA KEYS AQUEDUCT AUTHORITY
ATTEST:
BY:
Clerk irperson
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MONROE COUNTY ATTORNEY
OL!�4 P , -D AS O
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'MIDASI ' RM- LO
CHRISTINE LMMERT-BARROWS
ASSISTANT O[n A wTIORNRY
DATE. r�0
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Interlocal Agreement-, MONROE COUNTY AND FKAA 2019
Packet Pg. 558