02/19/2020 Agreement tT1Ri GOURTQ\11
/`��:4,,"'Vlo`NEl Kevin Madok, CPA
•
Clerk of the Circuit Court&Comptroller—Monroe County, Florida
DATE: February 21, 2020
TO: Judith Clarke, PE, Director
Engineering/Roads&Bridges
ATTN: Nicole Tyman
FROM: Pamela G. Hanco.O,����I1.C.
SUBJECT: February 19th BOCC Meeting
Enclosed are two duplicate originals of the following item, executed on behalf of Monroe
County, for your handling.
C4 Interlocal Agreement with the City of Key West to contribute proportionate share
to the design and construction cost of a new Dennis Street Pump Station that will handle
stormwater from Bertha Street in the estimated amount of$739,759.00 or 35.9%of the total cost.
Upon completion, the County will pay its proportionate share (35.9%) of annual operations and
maintenance costs.
Please be sure to return a fully executed original to our office once signed by the City for
the record. Should you have any questions, please feel free to contact me at(305) 292-3550.
cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING
500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road
Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070
305-294-4641 305-289-6027 305-852-7145 305-852-7145
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Cheryl Sinith,MMC, CPM City Hall
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THE CITY OF KEY WEST
1300 White Street FCl rk:� 3os�so9-3s31
4 P.O. BOX1409
Csmithna citvofkevwest-fl.Qov
KEY WEST, FL 33041-1409
1�; J www.cityofkeywest-fl.gov
March 4, 2020
Judith Clarke, Director of Engineering Services
Engineering Department
1100 Simonton Street
Key West, FL 33040
Dear Ms. Clarke,
Enclosed you will find a signed originalof the following item, on behalf of the City of
Key West.
Interlocal Agreement with the City of Key West to contribute proportionate share to the
design and construction cost of the new.Dennis Street Pump Station.
ce ly,
Cheryl Smith, MM , PM
City Clerk
CS:np
Enclosure
(Res 20-050, Agreement)
Key to the Caribbean - Average yearly temperature 77° F.
.. .
INTERLOCAL AGREEMENT
FOR ENGINEERING DESIGN,PERMITTING AND CONSTRUCTION SERVICES
FOR DENNIS STREET PUMP STATION(KEY WEST)PROJECT
THIS INTERLOCAL AGREEMENT is made and entered into as of this , day of
F (r(,(o.Yci 2020, between Monroe County, a political subdivision of the State of Florida,
(hereinafter the COUNTY), and the City of Key West, a municipal corporation organized and
existing under the laws of the State of Florida, (hereinafter the CITY).
WHEREAS, 1st Street and Bertha Street are COUNTY maintained roads within the
municipal limits of the CITY and,
WHEREAS, the County needs to utilize the City of Key West's Dennis Street Pump
Station to manage stormwater flows from Bertha Street for the 1st Street and Bertha Street Road
Improvement project, and
WHEREAS, the CITY has completed the engineering design and permitting phase of
the Dennis Street Pump Station Project(Project) with Black&Veatch, Inc. (Consultant) ; and
WHEREAS, the CITY has received bids and awarded a construction contract for the
pump station, and
WHEREAS, the CITY and the COUNTY have agreed that the CITY's Dennis Street
pump station can be utilized by both entities and it is in the best interest of both entities to cost
share the design, construction and maintenance of the pump station as defined in "Attachment
A"; and
NOW THEREFORE, in consideration of the mutual promises and conditions contained
herein, the parties agree as follows:
1. The COUNTY, will enter into an Interlocal Agreement with the CITY for the cost sharing of
the Dennis Street Pump Station Project (managed by the CITY) , specifically per the terms and
conditions in Attachment A.
2. The Work will be performed in accordance with COUNTY and Florida Department of
Transportation(FDOT) standards.
3. The CITY will provide to the COUNTY with the request for reimbursement, copies of all
consultant pay applications and evidence of payment to the consultant by the CITY.
4. Additionally, in the construction phase of the project, the COUNTY will reimburse the CITY
for a total of 35.9% of the itemized construction cost of the Dennis Street Pump Station (to be
determined at substantial completion). The COUNTY will only pay for construction pay items
and unit costs that are directly applicable to that work.
Dennis Street Pump Station City of Key West Interlocal Agreement—February 19,2020
1
The CITY will make requests for reimbursements to the COUNTY based upon the Consultant's
invoices, Construction Contractor's pay applications, and Maintenance Work Orders. The CITY
will include copies of all contractor pay applications, evidence of payment to the construction
contractor by the CITY, and releases of liens from the contractor and all subcontractors (if
applicable), and proof of maintenance procedures such as photographic documentation.
5. The separate contracts for engineering design and construction and maintenance will be
between the CITY and its contractors; the COUNTY may monitor the work but is not a party to
the contract.
6. This Interlocal Agreement in no way relieves the CITY from its obligation to maintain any of
the items for which it is responsible, nor does this alter the COUNTY's liability and
responsibility regarding maintenance of the roadway from curb face to curb face and associated
drainage of the road. This Agreement shall not alter the CITY or COUNTY'S maintenance
responsibilities as proscribed by law.
7. This Interlocal Agreement shall become effective immediately upon execution by both parties
and will remain in effect unless terminated.as outlined in paragraph 11 below or if use of the
pump station is discontinued
8. 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.
9. 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.
10. 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 the 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, if the
defaulting party commences the cure within the applicable cure period and thereafter diligently
pursues the cure to completion of performance.
11. 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.
12. 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.
Dennis Street Pump Station City of Key West Interlocal Agreement—February 19,2020
2
13. To the extent permitted by law and subject to the provisions and monetary limitations of
Section 768.28, Florida Statutes, the COUNTY and CITY 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 the CITY
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 CITY be required to contain any provision for waiver.
14. 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.
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 CITY: Greg Veliz
City Manager
City of Key West
P.O. Box 1409
Key West, Florida 33041
With a copy to: Shawn Smith, Esq.
City Attorney
City of Key West
P.O. Box 1409
Key West, Florida
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
Dennis Street Pump Station City of Key West Interlocal Agreement—February 19,2020
3
mail, return receipt requested, postage and fees prepaid; hand delivered; or sent by overnight
delivery service.
15. Attorney's Fees and Waiver of Jury Trial.
Subject to the sovereign immunity limits of F.S. 768.28, 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.
16. Adjudication of disputes or Disagreements
COUNTY and CITY 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.
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 CITY
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 CITY specifically agree that no party to
this Agreement shall be required to enter into any arbitration proceedings related to this
Agreement.
18. 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.
19. 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.
Dennis Street Pump Station City of Key West Interlocal Agreement—February 19,2020
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20. No Assignability.
This Agreement shall not be assignable by either party unless such assignment is first
approved by both parties.
21. 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.
22. Independent Contractor.
The COUNTY and its employees, volunteers, agents, vendors and subcontractors shall
be and remain independent contractors and not agents or employees of the CITY with respect to
all of the acts and services performed by and under the terms of this Agreement. This
Agreement shall not in any way be construed to create a partnership, association or any other
kind of joint undertaking, enterprise or venture between the parties.
23. 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.
24. Funding.
Except as set forth in this Agreement, the parties agree that the COUNTY's
responsibility under this Agreement is to primarily to provide a 35.9% portion of funding
relating to the Dennis Street Pump Station scope of work.
25. 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.
26. 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.
Dennis Street Pump Station City of Key West Interlocal Agreement—February 19,2020
5
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and
year first above written.
BOARD OF COUNTY COMMISSIONERS
, OF MONROE OUNTY, FLORIDA
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KEVIN MADOK, Clerk
By: G.'
Deputy C erk MONROE COUNTY ATTORNEY
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CHRISTINE LIMBERT•BARROWS
ASSISTANT COUNTY ATTORNEY
DATE: 2/4/70
CITY OF WEST, FLORID
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Dennis Street Pump Station City of Key West Interlocal Agreement—February 19,2020
6
ATTACHMENT A
ATTACHMENT A
1.Initial Capital Costs
1.1 The capital related costs of the Dennis Street Pump Station("Pump Station")shall include all
costs related to planning, design, and construction of the Pump Station. The City of Key West("City")
has represented that the total of these costs is estimated to be$3,042,704. This amount represents the Initial
Capital Cost of the Pump Station, which shall be apportioned between Monroe County ("County") and
the City.
1.2 The amount calculated as the Initial Capital Cost may be offset, or reduced,by the amount of
grant monies obtained by the City for the sole purpose of, and whose monies are specifically restricted for
use toward, the Pump Station. In such a circumstance, the total planning, design, and construction costs,
minus the amount of applicable grant monies received by the City shall represent the Initial Capital Cost
of the Pump Station,which shall then be apportioned between the County and the City.
1.3 The City represents that the total amount of grant monies whose use is specifically restricted
to the Pump Station, and whose amount shall serve as an offset to the Pump Station's planning, design,
and construction related costs,is estimated to be$982,094. Therefore,the Initial Capital Cost of the Pump
Station shall be calculated as follows:
Planning, design and construction costs—Applicable grant funds =Initial Capital Cost
$3,042,704—$982,094= $2,060,610
1.4 In the event that the actual cost of planning, designing, and constructing the Pump Station, or
the amount of the applicable grant funds, differs from the amounts identified above,such amounts shall be
adjusted to actual cost amounts.
1.5 The Initial Capital Cost shall be apportioned between the County and the City based on the
proportional use of the Pump Station's peak capacity by the County and the City, respectively. The peak
stormwater flows attributable to the County and the City, as represented by the City, are as follows:
Peak stormwater flow attributable to County=8.55 cubic feet per second("CF/s")
Peak stormwater flow attributable to City= 15.28 CF/s
Therefore, the proportional use of the Pump Station's peak capacity shall be as follows:
County portion= 8.55 CF/s - (8.55 CF/s + 15.28 CF/s) = 35.9%
City portion= 15.28 CF/s=(8.55 CF/s + 15.28 CF/s) =64.1%
1.6 The County's proportional use of the Pump Station's peak capacity shall be thirty-five-point-
nine-percent(35.9%)and the County agrees to repay the City for thirty-five-point-nine-percent(35.9%)of
the Initial Capital Cost of the Pump Station. Based on the cost estimates provided by the City,the County's
share of the Initial Capital Cost of the Pump Station is$739,759, which has been determined according to
the following calculation.
Initial Capital Cost x County portion= County share of Initial Capital Cost
$2,060,610 x 35.9%= $739,759
1.7 If the City elects to use grant funding whose purpose is at the discretion of the City,and whose
funds are not specifically restricted for use toward the Pump Station, such grant monies shall not serve as
an offset in the calculation of the County's share of the Initial Capital Cost. However, the City may use
such funds to pay for its own share of the Initial Capital Cost.
1.8 County Payment of Initial Capital Cost:
The City shall substantiate all applicable Initial Capital Costs associated with the Pump Station and provide
such cost substantiation to the County. The Initial Capital Cost apportioned to the County shall be paid to
the City by the County upon substantial completion of the construction of the Pump Station and within 45
days of the County's receipt of cost substantiation documentation from the City.
2. Capital Repair and Replacement Costs:
2.1 From time-to-time over the service life of the Pump Station, certain capital repairs and/or
replacements may be needed. The decision to undertake repair and/or replacement work on the Pump
Station shall be at the sole discretion of the City. The City shall notify the County at the earliest time
practicable that the City will incur Capital Repair and Replacement Costs associated with the Pump
Station.
2.2 The County shall be responsible for, and pay to the City, thirty-five-point-nine-percent
(35.9%)of all future Capital Repair and Replacement Costs related to the Pump Station.
2.3 Future Capital Repair and Replacement Costs apportioned to the County shall be recoverable
from the County and payable to the City in the fiscal year in which the Capital Repair and Replacement
Costs are made.
2.4 Capital Repair and Replacement Costs will be identified as such solely by the City and
differentiated from on-going operating and maintenance expenses by the City on a case-by-case basis using
the following criteria:
a. The repair and/or replacement work completed is not routine in nature.
b. The repair and/or replacement work completed extends the expected service life of the Pump
Station.
c. The total cost of the repair and/or replacement work completed exceeds the minimum
capitalization threshold for the City.
2.5 The County shall pay the City for its proportionate share of the Capital Repair and
Replacement Cost within 45 days of the County's receipt of cost substantiation documentation from the
City.
3.Future Upgrades and Expansion of Capacity:
3.1 If additional capacity is determined to be needed at the Pump Station due to increased City or
County stormwater flows, the City may undertake capacity expansion related work on the Pump Station
at its sole discretion. The City shall notify the County of plans to upgrade and expand the Pump Station
during the planning phase and prior to the construction of such upgrade or expansion. The parties shall
work in good faith to arrive at an agreement of the proportion of the upgrade or expansion that shall be
apportioned between the County and the City based on the proportional use of the peak capacity that has
been added. -
3.2 The Upgrade Capital Cost apportioned to the County shall be paid to the City by the County
upon substantial completion of the construction of the Pump Station upgrade or expansion and within 45
days of the County's receipt of cost substantiation documentation from the City.
4. Operating and Maintenance Expenses:
4.1 The County shall be responsible for, and pay to the City on an annual basis, operation and
maintenance("O&M")expenses associated with the Pump Station for each year that the Pump Station
provides stormwater pumping service to the County.
4.2 On-going O&M expenses associated with the Pump Station shall include costs incurred by
the City related to the day-to-day operation and maintenance of the Pump Station. Such expenses may
include,but not be limited to, salaries and wages, employee benefits, indirect costs, electricity, supplies,
materials,routine repairs and maintenance, and incremental contractual management costs incurred by
the City or its contract operator associated with operating and maintaining the Pump Station.
4.3 The County shall be responsible for,and pay to the City,thirty-five-point-nine-percent(35.9%)
of the annual O&M expenses identified by the City as pertaining to the Pump Station.
4.4 To determine the dollar amount of O&M expenses related to the Pump Station that the County
shall be responsible for, and pay to the City in each year, the City shall use the following method:
Actual Cost Method: The annual amount of O&M expenses shall be determined by the City
subsequent to the end of the fiscal year based on the total costs related to operating and maintaining
the Pump Station,as reflected in the City's financial records for the fiscal year,and then multiplied
by thirty-five-point-nine-percent(35.9%).
5.Discontinuation of Service:
If the Pump Station is taken out of service or retired prior to the completion of a fiscal year based
on Actual Cost Method,used to compute the amount of O&M expenses due from the County, the County is
responsible for 35.9%up to the point when service is discontinued.
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permitting, construction and maintenance services for the
Dennis Street Pump Station; and
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION
OF THE CITY OF KEY WEST, FLORIDA AS FOLLOWS:
Section 1 : That the attached "Interlocal Agreement
for Engineering Design, Permitting and Construction Services
for Dennis Street Pump Station (Key West) Project" between
Monroe County and the City of Key West is hereby approved.
Section 2 : That the City has completed the
engineering design and permitting phase of the project, and
awarded a construction contract, with the county anticipated
to reimburse the City up to 35 . 90 of the Dennis Street Pump
scope of work, and any necessary budget adjustments are hereby
authorized.
Section 3 : That this Resolution shall go into effect
immediately upon its passage and adoption and authentication
by the signature of the Presiding Officer and the Clerk of
the Commission.
Page 2 of 3
Passed and adopted by the City Commission at a meeting
held this 3rd day of March , 2020 .
Authenticated by the Presiding Officer and Clerk of the
Commission on 4th day of March , 2020 .
Filed with the Clerk on March 4 , 2020 .
Mayor Teri Johnston Yes
Vice Mayor Sam Kaufman Yes
Commissioner Gregory Davila Yes
Commissioner Mary Lou Hoover Yes
Commissioner Clayton Lopez Yes
Commissioner Billy Wardlow Yes
Commissioner Jimmy Weekley Yes
>I/Li/
E I JOHN ON, MAYOR
AT E
CHERYL SMITH, ITY CLERK
Page 3 of 3