Item K2
BOARD OF COUNTY COl\1J\1JSSfON .:US
AGENDA ITEM, sv~n.f A RY
r\.1 eding Date' 7/20/05 ..:-.K W
Division, Cq~lIll v Attorncv
Bulk hem: Y ~s
r-.:o
x
Staff Contact Pt:-p.;.on: JOhl~ R,J" olllns.
AGF~DA ITEr\l WORDING:
Authorir.atiml to executc a Firsl A menJeJ and Resrared fma-/<N..'(f! AxreemefJl \....ith the K~T f.,argo
Wo.We~l'lller l'rc!.alm~nl f)'Slth~1 to clarify" sourcc(s) offundjJlg,
ITEM BACKG ROIL" D:
Cbritkatiml \.va>.; needed a~ to sourcc(s) offi.lllding punmu1t Ln the imcr-Ioca/ Aj.;reemenf appro\'t~d
(}....1..:;;;/2UO~ bet\".:e~n .Honmt.' ('ollnl}' and the l>is{rh;r to tacilitate the dlh.::tive <idmlills.u-aliotl of tile
li'am.fer and reimbursemcnt ofwastcl.....ater fund.. lo the f)iHricf.
PRlVIOI~S RF.LEVA'T BOlT ACTIO";
.Joiw 1?eso/urirm - f..\JoW'oe ('ol/nt)' and Florida Kr:ys Aqunluc/ Aur/lOril)': "\'.1C Rcw/mhm OY3<!()()]
dnci FKAA Re,\'Olutiotr 02-011.
Iwa-locaI11grceme11l, 2/11/2003 Uvtonrm,,' { .mm~v. the f.k~Il'/(.'l and the [10,.;do A>ys Aqueduu
...-4 U/hori(r),
f o(JfI A[.!n:onem, 12/ 1 ~,""'~(}()1, (\Jonroe ( 'orm~.,' and the J)tstrict),
imer-/uat/ Aj!reemo1/, (, f 5 05 (,\Irmn)t' Coumy and tile f)islric/),
COI\TR.ACT/A(;REE:\U::l\T CJL\j'Gt:S~ ~/I\+
\Ion-s.ubsLamLal change:s made spcd1ically fOE the purpose of clarifying source(s) of nmc.ling,
STA}'F REC()~'lE~[)ATIO~S: Approvat
'I'OTAL COST:
$2000U.OUO
.H II nc f:T F. D~ Y ~s X "'J ()
COST TO COll~TY:
sou He ~~ OF H: NOS:
REVENUE PRODljCI~'G: Yes
~o X
Al\'101.1~T PER I\IO~TH
Year
APPROVED BY~ County Auy
OM BiP u rcha::;i ng
Risk Managcmcm
D1V1SIOr\ or II. ECTO II. AI'I'\l.OVA L: <jf L~L~lt:S.. 07t a I.' ".-
J aIm R.. Collms., County Attorncy
DoellJ'\1 ~:~.IA.I'JON:
l n clude:d X
Not Required,
[l ISPOSITIOl\':
AG f.NOA I'n:,J\.1 #
B.C\ .sed 2/0)
FIRST AMENDED AND RESTATED
INTERLOCAL AGREEMENT
BETWEEN
THE BOARD OF COUNTY COMMISSIONERS OF
MONROE COUNTY, FLORIDA,
AND
THE KEY LARGO WASTEWATER TREATMENT DISTRICT
July 2ll , 2005
Sl:CTION 1,01,
SECTION 1,02,
SECTION 2,01,
SECTION 3,01 ,
SECTION 3,02,
SECTION 3,03,
SECTION 3,04,
SECTION 3,05,
SECTION 4,01,
SECTtON 4,02,
SECTION 4,03,
SECTION 4,04,
SECTION 4,05,
SECTION 4,06,
SECTJON 4,07,
SECTION 4,08,
SECTION 4,09,
TABLE OF CONTENTS
Page
ARTICLE- I
DEFi N I TI ON S
WORDS AND TERMS, ....,...... ..,..,.., ,"', "'"'''' "..,......,..,.. ......,.., 5
CORRELATIVE WORDS, ......,.." " ...""._._ """"'" ",____ 8
ARTICLE II
I NTER LOCAL AG R E EM E NT
PURPOSE OF INTERLOCAL AGREEMENT. ,"" "....,.............. 8
AR IICLE III
V\/ARRAN'T I[S, RCPRESENTATIONS AND COVENANTS
VIJARRANTfFS, REPRESENTAT IONS AND COVENANTS
OF TH E C au NTY, .., .. .., .., ..,.., , " ..,...... .., ,__ .., .., , .., , .. , .., " , " , '" " ,.. .., .... 9
WARRANTIES, REPRESEN rATIONS AND COVENANTS
OF THE mSTR!CT. ,....,..,..,..,..,...."..,..,.."........".."", """,',..,..,.. 10
LEGAL AUTHORI7A TION, .."...."....,.."..""..,.."..,..".."",..""" ,.., 13
LEGAL AUTHORIZATION "" ,..,..,..,..,..,.."..,..,....,....,........,..,.."" 13
AUDIT AND MONITORING REOUIREMF.:NTS,..,..,......,..,..,....",.. 13
ARTie U::: IV
PROJt:CT !NFORMATrON
PROJEC r CHANGES, ......,....",,, ",,,',..........,........,,....,..,..,....,,.. 15
TIT L E r 0 PRO J [ C T SiTE..,....", , " ",............,......,..........,....,.. 16
PERMITS AND APPROVALS,,,, '" "',,......,............,........ ....,..,.. 16
ENGINEERING SERVICES",..""",,,,,,,, "..,..,..,......"..,..,..,....,..," 16
PRO~HBrTION AGAINST ENCUMBRANCES, '" ".. ,.., ..".. ...., ...." 16
COMP LET I ON MO NEYS, , ..,.., ,...., .." .. , ,.. .., .." .. '''' '" , '" " '" , ,.. .., .. .." 17
CLOSE-OUT. "..,',,',..,..,..,..,..,..,..,..,..,.., ....,....,......,.."..,..,,,,,,,',.... 17
REIMBURSEMENTS, ,..,..,..,..,..,..,..,..,..,..,.."..,..".."..,..,,,,',,',....,.. 18
ADVANCE, """ '" '" '" """ "'" "" '" "'" "" "'" "" "" """"," ","'" "'" ",,1 9
TABLE OF CO NTENTS CO NTI N UED
Paqc
SECTION 5,01,
SECT10N 5,02,
SECTION 5,0:1,
SECTlON 5,04,
SECTION 5,05,
SECTION 6,01,
SECTION 6,02,
SECTION 6,03,
SECTION 7,01,
SECTION 7,02,
SECTION 7,03,
SEClION 7,04,
SECTION 7.05,
SECTION 7.06,
SECTlON 7,07
SECTION 7,08,
SECT~ON 7,09,
SE:CTION 7,10,
SECTION 7,11,
SECTION 7,12.
SECTION 7.13_
SEClTON 7.14,
SECTION 7.15.
SECTION 7.16.
SFCTrON 7.17.
SEeTIO N 71 8-
SECTiON 7,19
SECTION 7,20,
SECTION 7,21,
ARTICLE: V
RATES AN 0 U SE O~~ TH E S EWER SYSTEM
NO FREE SERVICE. ,..__...... ..,.."..'""" '" .."...... ..,..,..,..,.. ,.... ...., 20
MANDATORY CONNECTIONS",..""",..,..,.."..,..,.."..,.."..""......, 20
MAlNTENANCE OF THE NORTH COMPONENTS, ..,..".."" ..,.... 20
ADDITIONS AND MODlFlCATIONS, ,...... ..,..,.. ....,..,..,.. ,........, 20
COLLCCTION OF SYSTFrv1 DEVELOPMENT CHARGCS,.. ....,.., 20
ART~CLF.: VI
DEFAULTS AND REMEDIES
EVENTS OF DEFAULT. ..__..,..,.., .."..,..,..,..,..,.. ,.. ,..,.., " ,..,.... 22
REMEDIES, ....,..,..,..,.., ........,......,.., ,..""",..,..".."..""..,..,..,..,..,..,,23
DEl.AY AND WAIVER, ,......,..,.."..,..,.."..'"" ',"'," ',.................., 24
ARTfCLE VII
GENERAL PROVfSIONS
ACCESS TO PROJECT SITE AND PLACLS OF DISTRICT
RECORD RETE NTI ON, .., , .. , .. , " , .., .. ,.. , .., ....,.. .." ..,.., ,.. , .. , .., ..,.. , .. , .., 24
ASSIGNMENT OF RrGHTS UNDER ^GREL:MENT. ............ '"'" '" 25
AMENDMeNT OF AGREEMENT. ..,..,..,..,......,..".."...."..,.., "..,.., 25
ANNULMENT OF AGREEMENT AND THE DISTRICT'S
RESPONSIBILITY TO TH[ COUNTY, .........." ,', '"..,.................., 25
SEVE RAB I L1TY, ........".."............,..,........, '".. '" '" '"........"............, 26
ATTORNEY'S FEES AND COSTS..,..""" " ".."',,..,..,..,..,.., ....,.., 26
CLAIMS FOR FEDCRAl OR STATE AID, '" '" ,"',"'" ....,..,..__....,..,.... 27
ADJUDICATION OF DISPUTES OR DISAGREEMENTS ............ 27
NONDtSCRIMJNATJON "..,..,......,..,.."..,..,..,.."..,.."..,.." " "',,....,' 27
COO P E RA TI ON "....,..,..,..,..,..........,....,.."..,..,.."..,..,.."..,.." ,',"'" 28
COVENANT OF NO INTEREST,..,..,......,.."..,..,.."..,..,.."..,....,..", 29
CODE OF ETHICS.. ....,..,....,.........." ,,"', " '" '" '"'" ,........, ....,..,..,...., 29
NO SOLlCITATJON/PA YMENT ,.."..,..,..,..,....,..,..,.."..,.."..,','.",.., 29
PUBLIC ACCESS TO RECORDS ,_, ,_" ,_, ,_, ,__, ,_""""", ,_"". .. ..... 30
NON-WAIVER OF IMMUNI ry__. .......,.., 30
PRIVILEGES AND IMMUNlTICS___....... 30
LEGAL OBLIGATIONS AND Rt:SPONSI81L1TICS: NON-
DELEGATtON OF CONSTf'] U 1lONAL OR STATUTORY
DUTfES____________. . ".... 31
NON-RELlANC~ E3Y NON..PARTlES_.. ,. ,_" ,...... ..".. ..,..,.. ,.... 31NO PERSONAL LIABILITY _____.... .._..... ...............,.. ,.... 31
SECTION HEADINGS ....,..,..,......................__._._ ,,__,32
GOVERNING LAW; VENUE................, ..._____ 32
ii
TABLE OF CONTENTS CONTINUED
Pa,Q,g
ARTICLE VIII
CONSTRUCT~ON CONTRACTS AND INSURANCE
SECTION 8,01,
SeCTION 8,02,
SUBMITTAL OF CONSTRue! ION CONTRACT DOCUMENTS 32
INSURANCE REQUiRED,....,.., ........".., '"..,.."..,..,..".. ,....,..,'".... 32
ART1CLE IX
ADDITIONAL PROJECT COMMITMENTS OF THE DISTRICT
SECTION 9,01,
SECTION 9,02,
SECTION 9,03,
P ROJ Eel COSTS, ..,..,.., ""....,..,..,.."..,.."..".."",..,..,..,......"..,.., 33
SCHEDULE, ,......, ....,..,,,,', ,..,......,..,.."..,.."..," "..,..,..,.. ,....,..,..,.., 33
PUBLIC PURPOSE REQU IREMEN r. ...., ..,....",',.......... .........." 34
ARTlCLE X
ExeCUTION OF AGRECMENT
SEe TION 1 Q,01, COUNTERPARTS, ....,..,...... ...... ,.., " " ,.... ....".... ..,......" ,,',',.. ....,.. 34
SECTION 10,02, SUPERCEDES OTHER AGR[EMENTS"" ..,.................. '" '"...... 34
SEe TlON 10,03, FILING AND EFFECTIVE DATE.. .............. ",..,..............,.. ....,,, ," " 35
APPEN ole ES:
APPENDIX A ..,.... " , , .. , .., .." .. ,.. , .., ..,.. , .. ..,.. , .., ',.. .. ,.. , ........ .., .... ,__ , .. ,.. , " '".. .., .........., .. , .., A-1
APPENDIX B ..,.... " , " "...."..,..,..,..,....,..,..,... . """'" _ _ _ _, __ """.. '...,......,......,..,.., B-1
111
FIRST AMENDED AND RESTATED
INTE RLOCAl AG RE EM ENT
TH!S FIRST AMENDED AND RESTATED INTERLOCAL AGREEMENT. dated
~his day of July, 2D05. (this "Agree'rent") is entered into pursuant to section
163.01, Florida Statutes, by and between Mo nroe County, a pofitica I subd ivision of the
State of Florida {the "County"), and the Key Largo Wastewater Treatment District. an
,ndeper je nt spe ~~ar district exi sti 119 as a pub.'ic agency un de r the laws of the State of
Florida (the "Distrlct"j, to amend and restate in its entirety an Interlocal Agreement
previously entered beb.veen the parties and dated as of June __, 2005 (the "Interlocal
Agreement"j.
WITNESSETH:
WHEREAS. the District and the Coun:y entered into the Interlocal Agreemen1 to
advance the r,rcvision of centr::ll wastewater services to be provided in Monroe County:
and
WHEREAS. the Interloca~ Agreement rdentified certain sources of revenue to be
u sed by the Cou r:ty t,:) fu nd its :::omm It'11e nt to th e 0 istfic~ hereLJ nd e r: and
WHEREAS, the County and the District have determined to a'llend the lnter[ocal
Agreement to more accurately identify the sources of funds wl1,cl1 are authorized by the
County for use to fund the County's COnlT'!ttmerts to the Oistrrct hereunder: and
WEHREAS, the County and t.'"ie Djs!r;ct have determined that it is desirable to
amend a nd restate in its enttrety the Interlocar Agreement jn order to accu rately
describe such sources of funds:
1
NOW, TH EREFOR E, in GO nsideratiotl of the mutual covena nts herein, the
Inter!ocal Agreemerlt is hereby amended and restated in its entirety to rCdd as follows:
WHE REAS, the County possesses home fU Ie a uthority and, in add ition, is
authortzed by section 125.01 (1), J:!orida Statutes, to provide, assist in providing, and
fu nd centra lizcd wastewater treatment systems and the Cou nty may e nte r into
ag reements with the 0 istrict rc lative to su ch activities; J ml
WHEREAS, the County's Comprehensive Plan requires that cortain was.tewater
treatment levels be achioved in unincorporated areas of the County by 2010. tevels
vvhich carl best be a(;h~eved by the installation of cenUal wasteW::lter treatment systems.
and
WH EREAS, the Dlstrict was formed in 2002 by the Leg islatLl re of the State of
Florida pursuant to House Bill 471, Chapter 2002-337, Laws of Florida. for the purpose
of perfo rm ing such acts as sh aU be necessary for the sound pfan n i ng, acq uisition,
development. operation and maintenance of a wastewater management system within
the district, jncl uding all busi ness facilities necessa ry and incidental thereto; and
WHEREAS, Chapter 2002-337, Laws of ~ lorida, provides Ule District with
excl usivG jurisdiction Qve r the acq uisitiofl, development. operation and management of
a wastewater management system in and for the District boundaries; and
WHEREAS, the County, the District and the Florida Keys Aqueduct Authority (H1C
.'Authority") entered into an intedocal agreement on February 21, 2003, pursuant to
wh ich the panios Agreed to transfer wastewater funds a nd functions fro m the Authority
to the Distri ct. and
2
WH EREAS, the Monroe Cou nty Sanitary Wastewater Mas1er Pia n (the "Master
Plan'') ~dentihed and acknowledged the benems to Monroe County, its residents, visitors
and environs from the inslaHation of regionalized central sewer systems and identified
a reas and projects wh ich shou Id be given priority attention, referred to as "H ot Spots;"
and
WHEREAS, the County, the District and the Authority have worked to identify
fund ing sources a nJ grants fr om !oca I, state and fede raJ sou rces to advance the
provision of central wastewater services and programs on a priority basis and guided by
the Ma ster Plan's id entification of "Hot Spots;" and
WHEREAS, it is imperative to the health, safety and welfare of the citizens of
Man roe County that the del ivery of such wastewater facfl ities and progra m s be
expeditiously advanced. and therefore, the County, the Authority and the District
entered into certain joint resolutions and interlocal agreements to ut~lize the resources of
two grants and County Capital Infrastructure Sa'es Surtax Funds for the benefit of the
District, and the County created a Municipal Services Taxing Unit CMSTU") to assist tho
District; and
WH EREAS, the Cou nty h as the !oga~ a uthority to provide fund ing ~o the 0 istrict
as providod he rein to accornp lish its purposes: and
WH EREAS, the District has approadl ed the Cou nty wlth a req uest fDr additional
financjal assistance to initiate design, pmmrtting and construction of a portion of a
reg~ona r wastewater system for 5e rvrce wiHl i n the District's bounda rres to be identified
as cerlfljrr Norih Key Largo sewer system components (the "North Components'.); and
3
WHEREAS, the County has determined that it currently has cash reser.;es on
ha nd in the form of i nfrastructu re sa les su rtax reve n ues (r efe rred to hereafter as ''Tax
Revenues") and possesses capacity for the issuance of infrastructure sales surtax
bonds sufficient to fu nd a commitment to the District in an <'Jmount of Twenty Mill ion
Dollars ($20,QOO.OOO} (referred to hereafter as the "fnfrastructure Sa1es Surtax Bond
Proceeds'} and
WH EREAS, the construction of the North Compo nents will provide central
vo/astewater se r\fjce to ad d itiona I "Hot Spot" areas identified in ttlC Master Plan; and
WHEREAS, the District has informed the County that the design and
construction processes for the P rajset C<=:ln com mence upon the Cou nty's ag rcement to
reimburse the District for up to Twenty Million OoJlars ($20,000,000) (less County Costs
as defined herein, the "Reimbursement AmDunt"} of the costs to be expended by the
District to design, permit and construct the Project; and
WHEREAS, the County has determined that it is in the best interest of all of the
citizons of the County that Tax Revenues a nd infrastructure Sa les Surtax Bond
Proceeds, in such a mounts as shall be determined by the County to be appropriate and
prudent, shall be applied to satisfy the Reimb u rsement Amou nt to be provided for the
construction of the North Com ponerlts;
NOW, THE REFORE, in consid eration of the mutual covena nts, representations
a nd prom ises set forth In this Agreeme nt a nd for other good and va I uab Ie consideration
each to the other, receipt of which is hereby acknowtedged by each party, the County
and the District hereby agree, stip ulate a nd covenant as follows:
4
SECTION 1.01.
ARTie LE I
DEFINITIONS
WORDS AND TERMS. VoJords and terms used herein sh all
have the meanings set forth below:
"Agreement" means this Interlccal Agreement.
"Authority" means the Florida Keys Aqueduct Authority.
"Authorized Representative" means the official of the County or the District
authorized by ord inance or resolution to sign documents of the nature id e nMied in th is
Agreement.
"Cou nty Bonds" means the I nfr3structure Sa les Su rtax Rev8n ue Bonds
previously issuod or to be issued hereafter by the County and any other indebtedness
incurred by the County, any part of which may be used to fund the County's obligations
hereunder and which shall include Resolution No. 077-2003. adopted. by Ule County on
February 19, 2003, as amended and supplemented.
"County Clerk" means the Clerk of the Circuit Coun for Monroe County, Florida,
as ex-officio Clerk of the Board of County Commissioners of Monroe COUrlty, Florida,
and SUC~l other person as may be duly authorized to act on his or her beharf,
"Cou nty Costs" in eludes a(1 costs of preparation and issuance of tho County
Bonds, any undefV1lriter's discount insurance premiums. including regal and financial
advisory fees and expenses, origfnal issue discount for the bonds and other "Costs" (as
defined in Bond Resolution No. 077-2003) costs incurred by the County to compens3~e
legal, engineering and other advisors associ3ted with supplements to the Master Plan,
review and oversight of the Project and p reparation of i nterlocal ag reements and other
5
resolutions and agreements required to permit t!le County to issue and use 1he
proceeds of 1he Infrastructure S.:=Jles Surtax Bond Proceeds for the purposes identified in
th is Ag reement. Call nty Costs a Iso sha II incl ude any costs of a si m itar natu re incu rred
by the County to perform the review, inspec~ion. audit and monitoring functions
identified in this Agreement.
"District" means the Key Largo Wastewater Treatment District.
"Equivalent Dwelling Units" or "EDUs" means the standard unit of applying
System Developm ent C ha rges, as descri bed 13ter in th is Agreement For res:dent~a I
:mproved parcels, a minimum of one EDU shall be applied to each family resideniral
dwel'ing. condominium unit and mobile home. EDUs for multi-family structures is
determined by the number of dwellfn~ umts {~, six units in a mlJlti-family strllc1ure wdl
constitute six EDUs). For non-residential improved parcels of propArty, the number of
EDUs wi If be calcu lated based on a formula to be determ ined by the District A
minimum of one (1) EDU shall appfy to each parcel.
"North Com ponents II mea ns the wastewater treatment, collection, transmission
arld disposal facilities to be designed, permitted and constructed by the District as
specifically identified rn this Agreement to provjde wastewater service to a portion of the
Key t..argo area at unincorporated Monroe County.
"Operations and Maintenance Expenses" means the costs of operating and
maintaining the System determined pursuant to generally accepted accounting
principles (as applred to state and local governments), exclusfve of interest on any debt
payable from system revenues, depreciation, and any other items flot requir~ng the
expend iture of cash,
6
"Project" means the design, permitting. construction and operation of the Norih
Components. The Project. and projected Project Costs. are described in greater detaii
in Appendix A, ~","~ich is attached hereto and in~Ofpo~ated herei'l
"Project Costs" means the CJst of designing, permltting. and constructing the
North Components, including the labor, materials and equipmel1t and general and
ad m in i s:rative casts ; n connection with th e d esig nand cor:st ructl 0 n of the N o'i''1
C:Jm pone nts under contra cts to be entered by the Oistr:ct with respect to the Projest
Project Costs may include costs expended by the District in connection with the design
and construction of the North Components, regardless of the date of expencit~JrC, and
regardless of vkettler they were expe'ldcd pr'o~ to the date cf this Agreement. Project
Costs incurred prior to the date of this Agreement shall be reimbursable subject to
approval of the County's bond counsel as being consisj.ent with Section 3.02(12.} of this
Agreer~)e~lt Project C05~S sh111 not inc!-clde Operations ard r'/Iai'ltenwlce Expenses or
County Costs. The County and the District acknowledge and agree that tt1e Project
Costs will exceed Twenty Million Dorlars {$20.00Q,OOQ) and both parties agree that the
O:strrc::: ~"fill be obiigated to secure addit:'onal fInancing to compfete the Project.
"Reimbursement Amount" means the County's reimbursement to the District of
Project Costs expended by the 0 istrict to design, pe rmit a nd construct the North
Components 'NhlCh will be an amount of Twenty Million Dollars ($20,OOO.OOOi. less
CO;.Jnty Costs. The Rei'nbursernent A!Iloun~ shall inch;de an advance of funds in 1he
3 III ount of One Mi llion Do Ija rs ($ 1.000,000) to the 0 istrict payable by the Co unty as
provided jn Sectior. 4.09 of this Agreement.
7
"System Development Charges" means connection fees, capital expansion
fees. utility tmproveme,'lt fees or other ~irnilar fees and charges collected by the District
as a cO:'ltnb ut!on :O'l.fa rd costs.
SECTION 1.02.
CORRELATIVE WORDS. V'Jorcs of the masc~ll,ne gender
s~lall be understood to include correlative vwrds of the feminjne and neuter genders.
Unless the context shall other\....ise indicate. the singular sha:1 ~nclude the plural and the
word "person" shall include corporat~olls and associatio.'ls, including pub;ic bodies. as
well as natural persons.
SECTION 2.01.
ARTJCLE II
INTERLOCAL AGREEMENT
PURPOSE OF 'NTERlOCAL AGREEMENT, The purpose
of this Agreemerlt is to continue the cooperativG efforts between the County and the
Oistric: to develop ce.1t'3'ized \V8s!ewater treatment col!ection and disposa:. ser'Jices en
a regional basis in t:1e most efficient manner and at the most reasonabfe cost
practicable so as to best meet the public's needs and serve the public interest 8y this
Ag reement. the 0 istrrct agrees to in!~iate a r d comp lete corstrlJction of the North
Components which will serve approxi.':Iatel'y' 2,500 Equ.'....ajent Dv.'eHing Units ('EDUs")
initialty and 13,000 EDUs upon completion of the entire regiOnal system.
The Maste r Plan ide ntifjes the a rea to be served by the Norih Compane nts as
in cl ud i ng t~le fo u r hig hest pri ority a rea s For centra I wastewater service :n the uppe r keys.
Centralized wastewater services currently are not available to businesses and
resrdences to be served by the North Componen~s. The prevaifing method of
Vi3stewater cDllection, treatment and disposal in ~he area to be seryed by the Ncrth
8
Com ponents cu rrentiy is the util izatjon of on-site sewage trcatn ;cnt and d[spasa1
systems, includ ing package ria nts, cess pits and septic systems. The cess pits,
package prants and septic systems provide inadequate sewage treatment resulting in
pDllution of near shore water. dam agir:g of the livi n 9 coral reefs, a nd other adverso
affects on the health and welfare of the cihzens of the County and the County's tourist
based economy. T~le County is required to e!iminate the uso of coss pits and septic
systems it: Hle Key Largo area of thp. lowH keys and desires to make available to the
residences and bustt1esses of tile Key Largo area a regional vo/astewater col~ectton,
tre<3tment and disposal system. The construction of the North Components wilj
improve, maintain and protect the health, safety and welfare of the citizens of the
County a nd serves a pu blic purpose.
ARTICLE III
WARRANTIES, REPRESENTATIONS AND COVENANTS
SECTION 3.01. WARRANTIES, REPRESENTATIONS AND COVENANTS
OF THE COUNTY.
The County warrants, rep resents and covena nts th;:Jt:
(1} The County has ful! powor and authority to entor into this Agreement and
to comply viith the provisions hereof.
(2) The County currently is not the subject of bankruptcy. insorvency, or
reorganization proceedin~s and is not ill default of, or otherwise subject to. any
agreement or any law, administrative regu:ation, judgment. decree, note. resolution,
charter or ordinance which would currently restrain or enjoin it from entering into, or
corn plying with, th is Ag reeme nt.
9
(3) There is no material action, suit, proceeding, inquiry Of lnvestlgation, at
law or in equity, beforo any cout1 or public body. pending or. to the best of the County's
k.'lowledge, t1reatened. ~'./hich seeks to :estrain or enjoin tr.e County fr~m o~te(ing into
Dr camp lying with th ~s Agree ll1er~:.
(4) The County covena nts that th is Ag reement is ente red into for the purpose
af formalizing tne agreement of the CC)unty to use Tax Revef"lues and Infrast'ucture
Sales Sur1ax Bond Proceeds in an atno~nt sufficient to roimburse the District for Project
C os!s up to the Re im bu rseme~t Amau nt identified in this Agreement d tld that such
expend~ture of bord proceeds \.....ifl in all events ser\/e a public purpose. The County
covenants that it wiil coordinate with tre District and 3udit ~he D,st:-ict records as .'":".a." be
necessa,'y to monitor whether the Project is progressing in the manner contemplated
herein and shall be completed to fulfilj the public need identified in this Agreement.
SECTION 3,02.
OF THE DISTRICT.
WARRANTIES, REPRESENTATIONS AND COVENANTS
The 0 istrict wa rrants, represe nts a nd cove n atlts that:
(1) The 0 i strict has fu II pcwer and auth ority ~o enter i'lto tll is Agree:nent and
to compiy with the provisions rereof.
(2) -r he Distri ct currently is n at the subject Of ban kruptcy, insorve ncy, 0 r
reorganization proceedings and is not in default of, or othertlise subject to. any
ag"eement or any law. administrative regulation, judgment. decree note, resolution,
charter or ordinance which would curren(ly restrain or enjoin it from entering into, or
complying with, this Agreement
10
(3) There is no materia( Llction, su it. proceed i ng. i nqu i ry or investigat[on, at
:3'8 or in equit'f, before an,! coun or public t,ocy. pending or. to the best of the Dlstrict's
knDwledge, threatened, which seeks to restrain or erjoin the District from elltenng into
Of complying with this Agreement.
(4} All perm its, rea I property i !lte rests, and app rova I s req U I reo to COt' st~u c!
am! complete the PrOject t13ve been or Villi be obta,ned for construction and use of the
pJ'oject. The District kn8vo's of 1C reason why any future ~cquircd permits. rea! property
interests or approvals are not obtainable.
(5) The District shari undertake the Project on its Q\.'o/n responsibflity and shall
apply Tax Revenues and tre proc:ccds of the COlwty Bonds crly to payor 'eimturse
.....alid Pmjec: Costs
(6) To the maximum extent permitted by law. the District shall release and
hold ha rm less ttiG Co J nty its officers. .'I',cmbe rs, o;n:) Icyees a nd co ntra s~.ors frcm an y
daim proximately ci3used by the District's actions or omissions in its planning,
engi nee ri ng. ad m i n istratl on. a nd co n stru ction activities rega rd i nd the P rojec~ and the
District's operation of the Project
(7) The District shan comply WiUl aH applicabfe State and Federal laws, rules,
a r d reguia:iors . To th e exte n t t")at a ny ass ura n ce, rep rese [l tatioll, 8f cove.'1 a nt of th e
District contair~ed herein requires a future action. the District shalj take Such action as is
necessary for compliance.
(8) The District shall maintain records us!ng accounting pr;'rlciples established
and accepted by the Government.:::ll Accounting Standards Board. As part of its
bookkeeprng systen, the Distrrct shall keep accounts associated with the Project
11
sep arate < ro '':1 all other dCCOU nts OC the District and i~ s h a~1 keep accurate re:=::o'ds of all
e>::penses and expepditures relating to the Projed so as to facilitate to the greatest
ex~cnt possible the Cnurty's ability to review and aud't Project Costs in the manner
provided by th is ^g reemellt.
(9) The Oistrict agrees to construct the ProjEct in accordance with the Project
schedu Ie pro'.Jld ed in Section 9. D2 hereof.
I: 10) T he D~strict sh afl secu re a ny add it!o~ a I fund s necessary in an amou nt
sufficient to cQ,llplete the Project Oil or before the date identified in the Project schedule
and shall pursue comptetion of the Project in the most expeditlOus manner possible
considering the public purpose to be served by this Agreement but also wIth proper
GO n side~ati 81i for t~1€ need f.:y s':)l;nd uti. ity mar agel1lent i'l the comp lefo~l of tne P rcjec:.
( 11) The District cove tl8 nts that th is Ag reemer1 t :s entered into for th e purpose
of forrY!a'izing the ag."cement of the County to use Tax Revenues and Infrastructure
Sales Sll'tax Bond Proceeds in an ar.->ount sufficient to reimburse the District for funds
expended to design, permit and construct the Project up to the Renr.bursement Amount
rdentijied in this AgreE~ler:t and that such expenditure of Tax Revenues and
Jnfrastructure Sales Surtax BO'ld Proceeds will it: all events serve 8 publ'c purpcse.
/12) T~e District shari take no action or omit to take necessary action that 'Nil~
adversely affect the tax-exempt status of the County Bonds: the DistrIct will take such
actjon as is reasonably requested by the County fn connection with the County Bonds
so as to ailow the County to retain the tax-exempt status of the County Bonds The
holders of the COi.J~ty Bonds shafl be considered third pany beneficiaries for purposes
rof this covenant.
12
(13~ The District shall not enter into any contract or other instrument as
described in! ntern ar Reven ue Service Revenue P raced ure 97-13, sections 141 ~hroug h
145 of the Internal Revef1ue Code of ~ 986, and applicable rcgulatolls, as rr.ay be
amended. with respect to the n1anagetl1cnt of the North Components without the prior
written consent of the County.
SECTION 3,03.
LEGAL AUTHORIZATION. Upon s:gnlng this Ag~eement.
the COU!lty's legal counsel hereby expresses he opinion. generally, that this A]reement
has been duly au1horized by the County and shall const~tute oJ valid and binding legal
obi igat io 1 of the Cell nty e rlforcea ble in areo rd ance with its term s upon executton by
o s-th pa rties. provid cd. h OVo'C'Ier, the e nforceabiJity the reof may b e subject to
bankruptcy. jnsolvency, reorganization, moratorium and other similar laws affecting
creditors' rights ge'lerally and subject. as to enforceabirity, to general principles of equity
ard the exercise of jl,d:cial clscretion.
SECTION 3.04.
LEGAL AUTHORIZATION. Upon signing this f\greement,
the District's legal cout1sel hereby expresses the opinion, generally, that this Agreement
has beetl duly authorized by the District and shall constitute a valid and binding legal
obligation of ihe District enforceable in accordance with its ~erms upon execution by
both parties, provided, however. the enforceab'liiy thereof may be subject to
bankruptcy, insolvency. reorganization. moratorium and ott-.er similar raws affecting
cred:tDrs' rights genera:ly and subject. i1S to enforceabilly', to general principles of equjty
and the exercise of judicial discretion.
SECTION 3.05.
AUDIT AND MONITORING REQUIREMENTS. The District
ag cees to tile fcllm.....ing aud it ar:d m 0 'J itori '19 'ecu ireme nts.
13
(~) Firal Audit Report. \Nitr,in StX (6) months afte~ completiotl of the Project
as demons!rated :::J1' the District plac.ng the Project into se"'Ji:e, the D:strict shall sub1l:t
to the County a Pro;ect.speclflc audit report (the "Final AlId~t Repori") identifying all
related Project Costs, The Final Audit Report shall idertify air Reimbursement Amounts
rccei-../cd from the County, total Project Costs, and otherwme describe the District's
cornpfiancG with the term s of this Agreement. The 01 strict sha II cause its auditor to
r~ :)~ify the Cou nty i m med iate Iy if anyth i ng comes to the aud itor's attentlo n d u ri r"Jg the
examination of records that would lead the audItor to question whether any costs are
aHowabfe Project Costs under this Agreement. The final determination of whether such
costs are a pp r8p riate Project C 05tS srli311 be made b~{ the COl.nty.
(2) Record Retention The Distr'ict shali' retain sufficient records
demonstrating its compliance with the terms of this Agreemer.t for a period of five years
~rom the date that the FI n al Aud it Repo rt IS issued, and sha II aflow tne Co u n:y, or its
desig nee, or the Cau nty C lei k, access to such records upon req uest Tile Oistri ct shall
e'1sure that audit working papers also are made avaiiable to the County, or its designee,
or the County Clerk, lJ po n req uest. for a pe riod of five yea rs from U~ e d ate that the Fi nal
Audit Report is issued,
(3) fo;1Qt!.rr9.r..i'}g The District agrees that tie COl.nty's monito~ing p"ocedwes
may indude, but not be limited to. review of contracts related ;0 the Project as welj as
enginecring designs and platls, on-site visits by County staff or other designee at
Prcject sites and the Dish::t's administrative of+ices, limited scope audits, .<lndior otr.er
procedures By entefing into this Agreement. the District agrees ~o comply and
cooperate ~\'Ith any monitoring procedures and processes deemed appropriate by the
14
County. In the event the County determines at any time that a limited scope audit of the
District is a pprop riate, the District ag rees to com ply with any add itional instructtons
provided by the Co u nty to th e Dtstrict regard i ng such aud it The 0 istrict fu nher agrees
to comply and cooperate with any inspections, reviews, invesbgations, 0 r aud its
deemed necessary by the County Clerk or other auditor of County busine::>s. Any costs
incurn.=~d by the County to peticrrn any review. audit and other mon~toring activities
permitted under this Agreoment shaH be included as COL.:nty Costs.
(4) Reporii nq. The 0 istrict sha I! p rovid e to the County a copy of a ny reports,
management letters, or other information required to be submitted to lenders or other
persons as may be required pursuant to the terms of the Distrid's Senior Revenue
Obligations, state revolving loan fund documents and any documents rela1ed to the
Project. Such copies shall be forwarded to the County at the same bmo as such
d OCU'11ents a re provided to thi rd pa nics p u rs ua nt to the terms of the rospecttve
documents.
ARTie LE IV
PROJECT lNFORMA nON
SECTION 4.01. PROJECT CHANGES. Proposed Projed changes and
addenda other lhan potentiaf extensions of wastewater facilities to additional areas
with i;'i the Oi strict shaH be subm it1cd to the County DrlOf to acceptance by the District to
perm it the County to insu re Blat such cha nges wi Ij not adversely a ffecl exclusion from
gross in~ome for federal income tax purposes of itlterest on the County Bonds, or
othervvise cause the County to incur any penalties. costs or reporting requirements
under the terms of the Cou nty Bo nds, The District shall not approve any ch ange or
15
add8nd~rYi if the Cou nty objects a nd such objection is based u po n the County's
determir.::ltion th;:3t any of the events identified in the prer..cding scn~!;nce could occur if
the change or add end u m were to be a pproved by the District. The District a nd the
County will agree to procedures aHowing for prompt review of any changes and
addenda, and the parties will use their best efforts to rnwimize any delays in review and
3pproval of them.
SECT10N 4.02.
TJTLE TO PROJECT SITE. 'r he District shalj have all
interest in rea I property sufficiont for Ole construction and rocation of tho Project free
and clear of liens a:ld er~cumbrances whidl would impair the usefufness of such sitos
for the intended use. F.:vidence of c!ear tit\:2' s~lafl bo a condition precedent to the
County's obligation to reimburse the District for Project Costs. The County understands
and acknowledges that, except fo r the wastewater treatme nt plant a nd other facil ities for
\N~l idl the 0 istrict be Ijeves ;:3 possessory ;nterp.st in land is req ufred, the [J istrict intends
to con struct all project compo nents within easements.
SECTION 4.03.
PERMns AND APPROVALS. The District shal~ obtarn all
permfts J nd a ppfO'JaJs req u ired for construction of the Project 0 r portion of the Project
funded under this Agreement
SECTlON 4.04.
ENG INEERING SERVICES. One or more profess ional
ongineers, registered in the State of Florida, shall be employed by, or under contmct
with, the District to oversee design, permitting and construction of the Project.
SECTION 4.05.
PROHrSlTlON AGAINST ENCUMBRANCES. The District is
prohibited from selling, leasing, or disposing of any part of the North Components
unless the wdtlen consent of the Cou nty is first secu red. The Cou nty shall con 58 nt to a
16
proposed sale. lease or disposition sofely u po 11 the cond ition that the C ou nty IS a ble to
obtain an opinion of counsel that such sale. lease or disposition shall not adversely
affect exc~us io n from gross income fo r federa I i I1COl1le tax purposes of interest on the
COLI rrty Bonds, or ot~lenNise ca use the Co u nty to in cur pena Ities, costs 0 r reporting
requirements under the torms of the County Bonds. This prohibition shan continue until
the County 80nds reach maturity or are other"''.Iise redeemed in fult in ~ccordaJlce with
the terms of the County Bonds.
SECTJ ON 4.06. COM PLETI ON MON EYS. ! n add ition to the Rei mbursement
Amount to be rejmbursed to tile District by ~he County hereunder; the ~istrict covenants
that it has obtained: or will obtain, suffic!ent moneys from other sources to completo
ccnstruction and place the Project in operation on, or prior to. the date specified in Hlis
Agreement. Failure of tile County to approve a Reimbursement Amount above the level
identified in this Agreement shall not constitute a waiver of tho Distrrct's covenants to
complete and place the Project in operation in a manner consistent \11/iHl the terms of
lh is Ag reernent
SECTION 4.07.
CLOSErQUT. The County shall have the righ1 to conduct a
fl nal inspection of the Project and Project records subsequent 10 notification by the
District that the Project has been placed into service. f::ollowing the inspection,
deadlines for submitting <1dditiotlal reimbursement requests, if any. shall be estabfished
along w~th deadlines for comp1eting additional requirements as may be necessitated by
the County Bonds, if any. Dead~ines and the identiFication of addi~ional requirements, if
any, shall be incorporated into th~s Agreement by amendment.
17
SECTIO N 4.08.
REIMBURSEMENTS. Reimbursements to the District shall
be made onry by the County Clerk and only when the requests for such reimbursements
are aCCOtl,pan ied by a certificdtion from tho Co u nty's En g:neeri ng Department that such
costs are proper Project Costs. Reimbursements shall be made directly to the District
fer Project CDstS. Reimbu rsement for Project Costs shall be made on Iy after receipt by
the County of th e fol~owi ng from the District
(1) A completed reimbursement request form in the form attached hereto as
Appendix B signed by the District's Authorized Representative. Such requests must be
accompanied by an itemized disclosure of the materidls, labor, or services provided ~n
s ufficiel1t d etai I to identify the n atu re of the work perforrTled ~ tho cost or cha rges 1m su ch
'Nark; and the person providing the service or performing the work.
(2} A certificaUon signed by the Oistr1ct's Authorized Representative as to the
current estimated costs of the Project; that the materials, labor. or services represented
by th e invoice have been satisfactori~y purchased periorrncd, or received and app lied to
the Project: a nd that tho District was req ui red to incur such Project Costs under the
terms and provisions of tho contrar.t(s) betvveen the District and third partios providing
services necessary to compJetion of the Project
(3) ^ certification by the engineer responsible for overseeing construction
indicating the percentage of the Project ~ompleted as of the date of such certiffcation:
stating that the equ~ptl1ent, materials, labor and services represented by the
construction invoices have been satisfactori Iy purchased or received. and appl ied to tlle
Project in <3ccordance with construction contract documents; stating tllat payment is in
accordatl co 'Nith constru ction contract provi sions: stating that con struction, up to 1he
18
ooi""lt of the reimbursement request. is ill ccmpliance with the contract docL.;mel1ts~ a:id
identifying a;1 additions Of deletions to the Project WhiCh have materlal[y altered the
Project's pe~ormance standards. scope. or purpose.
(4) Such other cerLficates or dDcuments by engmeers. attorneys,
accountants contracto~s, or suppliers as may reasonably be required by the County.
SECTION 4,09. ADVANCE, The County ami the Distric~ recogr}lze that the
District is in need of capital furds to initiate the Project. Recognizing this need, the
CO~Jnty agrees to provide the District wit1 ar advar.ce of funds to be L;sed by tre District
solely to pay Project Costs in the amount of One Million Dollars ($1,000,000) (the
. Advance''j. which Sur'r1 shall be ::;redited against the Reimbursement Amount which the
Co u nty IS obi igated to provjde to the District un d er th is Ag reement. T~le Ad vance s~~all
be oaid by the County to the District within thlriy (30) davs Of execution of this
Agreement by the County. f~s the Advance is spent by the Distri~t. the District shall
complete the Re~mbursement Requ!s!tion form provided in Appendix B and supply the
CO!..J'lty sucn D~her documents and i'iformatio.'1 as required in ~r.is Agreemem as
necessary to permit tho County to confirm that the Advance (including alj investmont
earnings the,eon) has been used solely for Project Costs. The Distr-ict agrees not to
invest the Advance in investments yjeld~ng greater than 3.66f!o per annum. The District
shall prO\/lde the County with biannual reports Of the mvestments and earnings refating
to the Advance untd such time as the ^dvance and all investment earnings thereon
have bee n spent
19
ARTICLE V
RATES AND USE OF THE SEWER SYSTEM
SECTION 5.01. NO FREE SERVICE. Except as may be roqlJired by
applicablo law, the District s~lall net permit connections to, or furnish any scn.rices
afforded by I the No rih Com ponents with out mak ing a charge therefor based on the
Oistrlcfs connection pol icies.
SEeliG N 5.02.
MANDATORY CONNECTIONS. The District shall adopt as
necessary, and enforce req u i rem ents consiste nt with <.l ppficab Ie I aws for the owne r,
tenant or o::clJpant of each building located on a lot or parcer of land for which the Key
La rg 0 Sewe r System is avadab1e to connect such bui Id i ng to the Key La rgo Sewer
System.
S ECTI ON 5.03,
MAl NTE NANCE OF THE NORTH COMPOENTS. The
District shall operate and maintain the Key Largo Sewer System in a proper, sound and
econornicai manner and shall make al~ necessary repairs, renewals and replacements.
SECTION 5.04. ADDITIONS AND MODIFICATIONS. After completion of
th e Project, the District may III a ke a ny add itiorls, modiiicatio n s or ! mp rO\lements to the
North COlT'ponents which the District deems desirable and which do not materially
red uce the ope rational i nteg rity of .;:l ny part of the Key Largo Sewe r System. All such
renewals, repf acements I add itions.: mod ifjcations and imp rOVGrnents sh (111 become part
of the Key La rgo Sewer System,
SECTION 5.05. COLLECTION OF SYSTEM DEVELOPMENT CHARGES.
(1) The District tlh at! collect System Development Charges to fund a portion of
the capital costs of the North Components, The District and the County recognize that
20
System Development Charges should be estab!ishEld at sufficient levels so as to
eq u itab Iy assig n the capital costs of constructi ng sewe:' systems to those users that are
~m posing the need for construction of the system as well as benefiti ng from the
enhanced use and enjoymeflt of developed property bestowc;d by the ex~stence of a
central sewer system. The existence of a central sewer system enhances lhe use and
enjoyment of improved proper.y by: (a} faciJitatmg the development of property and
increasing the use and enjoyment thereof; (b) positively affecting the marketabrlity and
market value of the property; (c) providing a moans to best protect ttle quality of the
surrounding water supplies; (d) properly and safely disposing of s0wage generated from
improved properry: and (e) enhancing improved property lhrough the environmentally
responsible use and enjoyment of the property.
(2) The Call nty and the District further recogn Ize that Ule commitme nt to
co Itect an equ itabJe and reasonable po rtion of the capital cost of constructing the Key
Largo Sewer System from tho proposed use rs of the Key Largo Sewer System wi II
faci litate a nd maxi m ize access of tile County and the 0 istrict to ad dilional Federal and
State funding assistance for the Project and similar regional sewer projects, including
system expansions, to be constructed by the County and the District
(3) The District has confirmed that has reta ined an expe r1 in ubi ity rates and
fi nancial plan ni ng to del iver a report recommending a n appropriate Systom
Development Charge per EDU to be collected trom users of the Key Largo Sewer
System. The County and the D[strict recognize that the total capital cost of providing
wastewater service to future users of the Key Largo Sewer System may exceed Ten
Thousand Dollars ($10,000) per EDU. By establishing a System Development Charge
21
in an appropr~ate amount. the District and the County adnmvledge that they will be ab:e
to maximize the le.....et of no cost and/or low cost Federal and Sta1e fU''lding assistance
for the construction and future expansion of the Key Largo Se'oNer System and similar
systems to be constructed in unjncorporated Monroe County. The County and the
District furiher recognize that the collection of System Development Charges serves to
red u ce the month Iy cost of service to users and th us red uces the rates which use rs
would be required to pay to the District on a monthly basis.
(4) The County and the District further agree that the System Development
Charge may be collected by the District and paid by the users of the Key Largo Sewer
Sys1em over a period of time and that fhe Dlst,ict may also recover the capita~ costs of
the Project through such other capital recovery mechanisms as may be available to the
Dis~rict including. but not limited to. non.ad valorem assessments.
ARTICLE VI
DE FA U L TS AND REMED IES
EVENTS OF DEFAULT, Each of the fol.:owing events IS
SECTION 6.01.
hereby declared an event of default:
(1) Failure by ~he District to compiy substantially with the provisions of this
Agreement or fa ilure in the performance 0 r observa nee of any of the CQvena nts or
a:::~ions reql.jrred by this Agreement rf such faiiure shall continue for a period of 60 days
after written notice thereof to the Dismct by the Cou nty.
(2) Any warranty, representation or other statement by. or on behalf of, the
District contained in this Agreement or rn any information furnished by the District in
22
compliance with, or in reference to, this Agreement. 15 reasonably befieved by the
COiJ nty to be materia Ify false 0 r m is1ead i~lg.
(31 An order or decree entered, with the acquiescence of the District.
appointing a receiver for the District or if such order or decree, having been entored
without the consent or acquiescence of the District, s~1all not be vacated, discharged or
stayed on appeal wi~hin sixty (60:: days after the ent'Y thereof
(4) Any bankruptcy. insolvency or other sim:lar proceedmg institu~ed by, or
against, the District under federal or state bankruptcy or insolvency law now or hereafter
in effect and. if instituted against the District. is not dismissed within sixty (60) days after
filrng.
(5) The District shall give the County Immediate wri:ten notice if any
bankruptcy, insolvency or other simifar proceeding is instituted by or against the District
or if a receiver is appointed.
::6) For purposes of this Article VI, substan~ial compliance means ~hat the
District wilj be responsible for compliance with all material provisions of this Agreement.
but that minor or insignificant deviations that do root cause prejudice to the County wrll
not fesul~ it, the Distr[c1 betng in default
SECTION 6.02. REMEDIES. Upon any event of default, and after first
attempting to resolve the tssLte pursuant to Section 7.08 of this Agreement. the County
may enforce :ts rlghts by any of the fo:lowing remedies:
(1) By refusing to reimburse the District for any Project Costs incurred by the
District subsequent to the date that the County prov.des written notice by facsimile copy
or overnight delivery tha~ the District is in default under this Agreement and tIle County
23
shalf be relieved of any liabihty for such Project Costs unless otherv~ise agreed to by the
County In vllrit:ng:
(2) By mandamus or other proceeding at law or In equ~ty, to require the
District to fulfill its obligations under this Agreement.
{3) By action or suit in equity. to en;oin any acts or things 'Nhich way be
un!aVJful or in violation of the rights of the County,
(4) By applying to a CQI,..1rt of competent jurisdiction for the appointment 0; a
receiver to manage the District, establish and collect fees and charges. or issue debt.
and apply the revenues to the completion of the Project atld the Disirlct's obligations
u nde r th:5 Agreement
SECTIO N 6.03.
DELAY AND WAIVER. No delay or omission by the County
or the District to exercise any right or power accrU1ng upon an event of default shall
impair any such right or power nor shari be construed to be a waiver of any such default
or acquiescence therein, and every such right and power may be exercised as often as
may be deemed expedient. No waiver of any default under this Agreement shall extend
to or affect any subsequent event of default, whether concerning the same Of d~fferent
provisjon of this Agreement, nor shall slIch waiver impair consequent rights or remedies
of the County or the District l-tereJnder.
ART~CLE VII
GE N E RAL PROVIS IONS
ACCESS TO PROJECT SITE AND PLACES OF DISTRICT
SECTION 7.01.
RECORD RETENTION. The District shall provide County representatives with access
to Project sites and administrative offices (as well as other offices where District records
24
may be retained} during normal busi,1ess hours The District shall cause its engineers
and contractors to cooperate in the fulfillment of the District's obligations Ilereunder and
shall require cooperatfon \Nith County representatives during Project ir,spections
including, but not limited to, m2lking available working copies of contracts. invoices,
purchaso documents. plans, maps and specificahons.
SECTION 7.02,
ASSrGNMENT OF RIGHTS UNDER AGREEMENT. Neither
the County nor the District shall have the right to assign rights Of obligations created by
thlS Agreement to .9 ny thjrd party vitt; 0 ut tho 0 rior wrrtten consent of the other pa riy.
SEcnON 7.03.
AMENDMENT OF AGREEMENT, This Agreement may be
amended in writing except that in no even! shall any amendment be permitted whicll is
inconsistent with the terms and covena nts of the County Bond s.
SECTION 7.04. ANNULMENT OF AGREEMENT AND THE D1STR1CT'S
RESPONSIBILITY TO THE COUNTY. The County may unilaterally annul this
Agreement jf the District has not drawn any reimbursements of ProJect Costs within
eig hteen (18) mOfltn s after tho effective d ate of th is Ag reement or if the C ou niy
cossesses reasonabfe certainty. i1 the Cc-un!y's sole discreticr. that such inaction
would aversely effect the exclusion from gross income for federal income tax purposes
of interest on the Cour.ty Bords or othenivise cause the County to incur any penalties.
costs or reporting requirements under ihe terms of the County Bonds, In the event that
the tax exempt status of the County Bonds is impaired. arbitrage or other tax penatties
are incurred or the County incurs any other costs or peflafties resulting from the
District's actions or inaction, the Distnct shal! be responsible to pay all costs incurred by
the County as a result of such evetlt or events. includ!ng attorneys fees, penalties and
25
costs of a ny kind or manner associa led with such illlpa irment of tax exempt status,
arbitrage or other tax pena~ties or olher event.
SECTION 7.05. 5 EVERABI L1TY. If any term, covenant. cond ition or
provision of thrs Agreemen1 (or the appjjc~tion thereof to any circumstance or person)
sha II be decla red inva~id or unenforceable to a ny extent by .3 co u rl of competent
jurisdiction. the remaining terms, covenants, conditions and provisions of this
Ag reement shall not be affected thereby; a nd each rema inirlg term, covena nt, cond itiQn
and provision of t~lis Agreement shall be \land and shall be enforceable to the fullest
extent perm iHed by law un less the enforcement of the rema In i ng te rrn s, covenants,
conditions ~nd provlsfons of this Agreement would prevent the accomplishmenl of the
original intent of th~s Agreement The County atld District agree to reform the
Agreement to replace any stricke n proVfsjon with a val id provision that comes as close
as possible to the intent of the stricken provision.
SECTION 7.06.
ATTORNEY'S FEES AND COSTS. The County and District
ag ree that in the event a ny cause of action or adm i n istrative proceeding is i rl itiated or
defended by any party relative to the enforcement or interpretation of this Agreement,
the preva il i ng pOl rty shari be entitled to rea so nabre attorneys' feas, cou rt costs,
investigative, and out-af-pocket expenses, as an award against the non-prevaHing pariy,
and shall includo attorney's fees, court costs, investigative, and out.of..pocket expenses
I n a ppeHate proceedings, Mediation proccedi ngs initiated a nd conducted pursuant to
this Agreement shall be in accordance with the Florida Rules of Cfvil Procedure and
usuat and customary procedures required by the circuit court of Monroe County,
26
SECTION 7.07. CLAIMS FOR FEDERAL OR STATE AID. COLinty and
District agree that each shall be, and is, empowered to apply for, seek, and obtain
federal and state funds to fur1her the Project; provided that all applications, requests,
gra nt proposals, a nd fund ing so I!Cltations shall be prov[ded to the other party prior to
submission.
SEe TION 7.08.
ADJUDICATION OF D1SPUTES OR DISAGREEMENTS.
C au nty and 0 istrict ag ree that a II dIsputes and disagreements sha II be attempled to be
resolved by meet and confer sessions betwec n representatives of eacll of the parties. If
no resolution can be agreed upon within thiriy (30) days after the first meet and confer
session, the issue or issues shall be discussed at a joint public meeting of the governing
bod ies of the Cou nty and District. If the issue or Issues are sWI not resolved to the
satisfaction of bott: the County and Dfstrict then either shall have Hle right to seek such
relief or remedy as may be provided by this Agreement or by Florida law: provided,
110wever, the unresolved issue or issues shall be submitted to mediation prior to the
~'n stitution of any admrnistrative Of legal p roc~ed i ng.
SECTIO N 7.09. NOND rSCRIMrNA TION. County and District agree that
there will be no discrimination against any persoll, and it is expressly understood that
upon a determ ination by a co u rl of competent ju risdjcUon that d iscrimi nation has
DCCU rred, this Ag reement a utomatically term inates without any further actron on the pa rt
of any party, effective the date of tfle CQuti order. County and District agree to comply
with all Federal and norida statutes, and .311 local ordinances, as applicable, relating to
notldiscrimil1ation. These inciude but are not limited to (1) Title VI of the Civil Rights
Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or
27
national Origin; (2) Section 504 of the Rehabilitation Ac1 of 1973, as amended (20
U.S. C. s. 794), wh ich proh ib its discrim inat,on on the basrs of hand ica p; (3) The Age
Discrimination Act of 1975, as amended (42 U,S.C. 55. 6101.61 07), which prohibits
discrimination on the basis of age: {4j The Drug Abuse Office And Treatment Act of
1972 (P.L. 92~255), as amended, relating to nondiscrimination on the basis of drug
abuse; (5) The Comprehensive Alcohol Abuse And Alcoholism Prevetltion. Treatment
and Rehab i'itatjon Ac~ of 1970 (P. L. 91-616), as a metlded. relating to nond iscr(m illation
on the basis of alcohol abuse or alcollolism; (6) The Public Hea[th Service Act of 1912,
SS. 523 and 527. (42 U.S.C. 290 dd-3 and 290 ee-3), as amended. relating to
confidential ity of a Icohol and d rug a buse patient records; (7) The Americans With
Disabilities Act of 1990 (42 U. S, C, s, 120 1 Note), as may be am ended from time to time,
relating to nondiscrimination on the basis of disability: (8) The Florida Civil Rights Act of
1992, (Chapter 760, Frorida Statutes, and Sect~on 509.092, Florida Statutes), as may be
amended from time to time, relat[ng to nondiscrimm3tion; (9) The Monroe County
Human Rights 0 rdinan ce (C h apter 13, Article VI, Sections 1 3-101 tl1 roug h 13-130). as
may be amended from time to time, relattllg to nondiscrimination: and {10) any other
nondiscrimrnaHon provisions in any federal or state statutes or local ordinances which
may apply to the parties to, or the subject matter of, this Agreement
SECTION 7.10. COOPERATION. In the event any administrative or legal
proceeding is instituted against either party relating to the formatron, execution,
performance; or breach of this Agreement. County and District agree to participate, to
the extent required by the other party, in ail proceedings, hearings, processes,
meetings, and other activities related to the substance of this Agreement or provision of
28
the services under this Agreement. County and District specifically agree that no party
to thts Agreement shall be required to enter into any arbitration proceedings related to
this Agreement or any Attachment or Addendum to this Agreement.
SECTION 7.11. COVENANT OF NO INTEREST. County and District
covenant that neither presently has atly interest, and shall not acquire any interest.
w~lich would confltd in any manner or degree with its performance under tllis
Agreement, and that only interest of each is 10 perform and receive benefits as recited
in th is Agreement.
SECTION 7,12. CODE OF ETH ICS. The Cou nty and Drs trict ag ree that the
officers a nd em ployees of the County and District recog nize and will be requ ired to
comply with the standards of conduct relating to public officers and employees as
delineated in Section 112,313, Florida Statutes. regarding, but not limHed to, solicitation
or acceptance of gifts; d ojng business with 0 ne's agency; unauthorized com pensatlon:
misuse of pu bl ic position, conflicting employment or co ntractu a! relationship: and
disclosure 0 ruse- of coria in information.
SECTION 7.13. NO SOLICITATION1PAYMENT. County and District warrant
that in respect to itse If, it has neither employed nor reta ined any com pa ny or person,
other than a bona fide employee worki ng solely for it, to solicit or secu re th is Ag reement
and that it has not paid or agreed io pay any person, company. corporation, individual.
or finn, other than a bona fide employo8 working solely for it, any fee, commission,
percentage, gift, or other consideration contingent upon or resulting from the award or
makmg of this Agreement. For the breach or violation of this provision. the District
agrees that the County shall have the right to term inate this Agreement with out Ijabil ity
29
and, at its discretion, to offset from mon~es ov....ed, or other.vlse recover, the full amount
of such fee, commr5sion, percentage gift, or consideration.
SECITON 7.14.
PUBLIC ACCESS TO RECORDS. County and Q,strict shall
allow and permit members of the public reasonable access to. and inspeclfon of. all
docume'lts. papers, Ictiers, or other mater~als subject to the provisions of Chapter 119,
Florida Statutes, and made or recei"led by County and D strict in conJunction w;th this
Agreement; and the County shall have the right to umlaterally cancel this Agreement
upon violation of this provision by District
SECTION 7.1 S.
NON-WAIVER OF IMMUNITY.
N otwithsta ndrng the
provisions of Sec. 768.28, Florida Statutes, the partiCipation of the County and District in
this Agreement and the acquiSition of any commercial [iability insurance coverage, self-
ins u ranee coverage, or local govemm e nt Irabi I ity i nsura nee 0001 coverage s hafl not be
deemed a vvaiver of immunit'i to the extent of liabil!ty coverage, nor shall any contract
entered into by County Of District be required to contain any provision for waiver
SECTION 7.16,
PRIVILEGES AND rMMUNITIES, Air 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, volunteers, or ernp~oyees of the County and District, when
perform tng th eir respective fun c~ion sunder tl1 is Ag reement with i n the te rritoria I I i~Y'!lts of
the County shalj apply to the SAme degree and ex1ent to the performance of such
functions and duties of such officers, agents. volunteers, or employees outside the
territorial ltmits of the County.
30
S ECTIO N 7,17. LEGAL OBLlGA TIQNS AN D RES PONSI SI LInES; NON-
DELEGA liON OF CONSTITUTIO NAL OR STATUTORY DUTIES. This Agreement is
not intended to, nor s~la[l it be construed as, refieving any participating entity from any
obligation or responsibility imposed upon the entity by law except to the extel1t of actual
and timely performance the reof by a ny other partiClpating entity, in which case tho
oerformance may be offered in satisfaction of tlle obligation or respons!bility. Further,
th~s Agreement is not irltended to. nor shall it be construed as, authorizing tlle
delegation of the constitution at or statutory duties of the County, except to the extent
permitted by the Florida constitution. state statutes, case law, and, specifica I!y, the
provisions of Chapters 125 and 163, Florida Statutes, and Chapter 2002-337, Laws of
F 10 rid a (2002).
SECTION 7.18. NON-REUANCE BY NON-PARTIES. No person or entity
sha~1 be entitred to rely upon the terms, or any of them, of this Agreement to enforce or
attem pt to enforce any th i rd..party claim or entitlement to or be nefit of any service or
program contemplated hereunder, and the County and District agree that neither the
County nor the District or any agent, officer, or employee of each shall have the
authority to inform, counsel, or othcr,.vise indicate that any particu[ar individual or group
of individuals. entity or entihes, have entitlements or benefits under this Agreement
separate and apart, inferior to, or superior to the community in general or for the
jJ urposes contemplated in this Agreement
SECTION 7.19. NO PERSONAL LIABILITY. No covenant or agreemont
contained herein shall be deemed to be a covenant or agreement of any member,
officer, agent or empfoyee of the County or the District in his or her individuaf capacity,
31
and no member, officer, agent or employee of County or District shall be liable
persona[ly on this Agreement or be subjecl to any personal liabillty or accountability by
reason of the execution of this AgreOmGllt.
SEeTIN 7.20. 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 wrll not be used
in the interpretation of any provision of this Agreement.
SECTION 7,21. GOVERN ING LAW; VENUE. Th is Agreement shall be governed
by and construed in accordance with the Laws of the Stato of Florida applicable 10 contracts
m ~de f.I nd to be performed ent~re!y in the State. In the event that any cause of action or
administrative proceeding is instituted for the enforcement or interpretation nf th is Agreement,
the CO'-Jnty and District agree that venue '.vllI lie 1M the appropriate court or beforo the
appropriate administrative body in MQ"roe County. Florida.
ARTICLE VIII
CONSTRUCTION CONTRACTS AN 0 INS U RANCE
SECTION 8.01. SUBMITTAL OF CONSTRUCTION CONTRACT
DOCUMENTS. The District shall submit to the County copies of all contracts
associated with the Project, all contractor insurance certifications and all District nohces
to proceed with construction within fout1een (14) days after receipt Of issuance by the
District.
SECTION 8.02.
INSURANCE REQUIRED. The District shall cause the
Project. during construction. and the North Components to be insured by an insurance
company or campa nies I~censed to do business in the State of Florida against such
32
d 8 III 3 ~ e a nd destruction risks as are cu sterna ry fo r the Gpera~ion of Projects and
sys tem 5 of I ike size, type and location,
The proceeds of insurance policies received as a result of damage to, or
destruction cf. the Project Qr o~her pans of the North Componen1s as may be required to
operate the Project shalj be used to restore wastewater setv'ice to the damaged portions
of the Key Largo Sewer Sys:em If such proceeds are insufficient. the District s~all
provide additional funds to restore wastewater service to the damaged portions of the
\Jorth Componen~s. Repair. construction or ~eplJcement shall be promptly completed.
ARTICLE IX
ADDtnONAL PROJECT COMMITMENTS OF THE DISTRICT
SECTION 9,01. PROJECT COSTS. The District and the County
acknowledge that the actual Project Cost has not been determined as of the effective
date of th is Ag reement. The District and the County agree to the prel im ina ry estimates
of Project Costs reflected in Appendix A hereto while recognizing that Project Cost
adjustments tTlay be made as a result of cors(ructwn bidding or Project changes.
SECnON 9.02. SCHEDULE. The District agrees by execution hereof to
proceed d i lig ently to:
(1) desig n the Project and to award a contract for constructiofl of the Project
no later than March 31, 2006.
(2) provide the County with eviden ce of dear title to Project sites. if an y, for
the treatment collectfon, transmisstor. and drspo5al facilities by no later than December
31, 2005,
33
(3) submit required permit application{s) to the appropriate regulatory
agencies by no late r tlla n December 31 , 2005.
(4) secure addiHonal financing above the Reimbursement Amount (as may be
required to complete the Project) by no later than March 31, 2006.
(5) obtain all necessary permits and begin construction no later than June 30,
2006.
(6) complete Project co ns truction by December 31 , 2008.
SECTION 9.03. PUBLI C PU RPOS E REQU IREM ENT. The Olstrfct
acknowledges and agrees that the County must use Hle Tax Revenues and the
proceeds of the Cou nty Bond s for a public pu rpose and that County Bonds proceeds
must be expended promptly after issuance of the County Bonds to avoid potential
adve rso tax conseq LI ences for th e County Bonds. In recog n~tion of these facts, the
District coven ants and agrees to info rm the Co u nty of any fac'ts or eve nts wll ich may
arise which could reasonably cause the District 10 be unable to spend the
Reimbursemeni Amount in the manner set forth hereil1 within forty-etght (48) hours of
the District's becoming aware of such fact or event.
ARTICLE X
EXECUTION OF AGREEMENT
SECTION 10.01. COUNTERPARTS. Tllis Agreement shall be executed in three
or more counterparts, any of w~lidl shall be regarded as an original and all of which
shall consiitute but one a nd the same instrument.
SECTION 10.02. SUPERCEDES OTHER AGREEMENTS. The County and the
District ag ree that th is Ag reement represents thei r m utuar agreement and replaces and
34
supercedes any prior agreements, understandings, or communications on the subject of
the fi nanci ng of the North Compone nts. whether written or ora I
SECTION 10.03. FILING AND EFFECTIVE DATE. A copy of this Agreement
shall be filed with the C!erk of the Circuit Court of Monroe County and this Agreement
wilj take effect on the dale such copy executed by both parties is so filed.
IN WITNESS WHEREOF, the partjes have caused th~s AgreerV'Jent to be
executed on their behalf by tho County Chairman ana the [Jistrict Chairman
BOARD OF COU NTY COM M 155 lONERS OF
MONROE COUNTY, FLORIDA
(SEAL)
By:
Mayo r/C hajrperson
DElE y,. SPEHi\K
Danny L. Kolhage, Clerk
'/G~'iA:~::':.: : J~!~- T'" ....:,.~Tj..:::i\t ':
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-~ T :.~---' ~~~'-~.
L...-
By:
Deputy Clerk
>:. o-i.\\i~ c'("
KEY LARGO WASTEWATER
TREATMENT DISTRICT
~,SEAL)
By:
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~ I' .J!r I'~ T ""ti-6'Uf.,... ~e ./
ATTEST:
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. ~ .
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Clerk
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"'~J/!/Pt;:'0 #/
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r:',T311 (;8~a'.(;e:1E~Ii-l1 lJ<l!~'.'.'VI-'~JA 1 ,o.',!-'R(),Il-(;' ~"""'crrC5- C0v~:y',"i'~t ,o,"'er~8;j an.:) rlestc;ted Irte'182~1 (\Feen',e~~_Ke~' L~rJ8
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35
APPENDIX A
PROJECT DESCRlPTION
APPENDIX A
PROJECT DESCRIPTION
The District's conceptual des~gn far the North Components includes a
wastewarer treatment plant with a design capacity of 2.25 million gallons per day
average daily flow. Ttle District owns a trea~ment plant site located at mile marker
10D.5, The conceptuaf design for the North Components includes a treatment plant,
transmission line, and collection systems, Effluent quality will meet AVVT standards and
effluent and sludge disposal wilr be accomplished consistent with applicable law.
PRELIMiNARY PROJECT COSTS
CATEGORY
Design and perm itting costs
Wastewaler treatment plant construction
Transm iss ion Ii ne construction
Collection system construchon
Conhngency (1 5%)
TOTAL
~9ST(S)
s 1 8 million
S 17. 6 tllill~on
S 4.8 million
510.8 million
$ 4.~_ million
539.5 mtlllon
A.1
APPENDIX B
FORM OF REIMBURSEMENT REQUISITION
REIMBURSEMENT REQUISITION NO.
Key Largo Wastewater Treatment District (the "Djstrict") Request to the Board of
County Commissioners of Monroe County, Florida (the "County"):
Amount Requested: $
Tota! Rejm bursements to Date (Excl u sivc of thrs Req uest): $
1. Each obligation for which a reimbursement is hereby requested is
descri bed in reasonable detai I in Exhibit A hereto together with the Il ame and 8dd rcss
of the pe rson, firm or corpo ration to who III payment was made hy the Distnct T~le fi rst
requisition submitted by the Dis!rjct also il1cJudes ,nfmmation confjrming that the
$1,000,000 Advance provided by Hie County has been used solefy for Project Costs,
2. Tt10 bills: invoices or statements of account for each ob lig ation refe renccd
in Exhibit A are on file with the District.
3. The District hereby certifies that:
(a) ea ch obligation me ntioned in Exh ibit A has boen prorerly incurred, is a
proper Project Cost, was required to be incurred and has been incurred as an
ad m inistrative cost in connection with the des~gn and construction af the North
Components or paid in compliance with the contracts between the District 31ld 'hird
parties providing services necessary to complete tre Projecl, and has not been the
basis for ~ny previous rei m bu rsernenL
(b) no part of the reimbursement requested hereby will be used to pay for
materia Is not yat del ivered to the Project for prompt incorporation or for serv'ices not yel
pe rio rmed in con ncctio n therewith;
(c} 110 Event of Default exists under the rnterlocal Agreement between the
Cou nty and the District dated I 2005 (the "Ag roement") relating to the
P reject;
(d) no item in Exhibit A represents .any portiOll of an obligation which the
District is I as of the da.te hereof. entiUed to reta in und er any retai ned pe rcentage
ag reement;
Br1
(e) to the best knowledge and belief of the District, ~nsofar as any obligation
described In Exhibit A was incurred for labor, services, matenals, supplies or equipment
(i) such labor and services were actually performed in a saiisfactory mant"ler in
connection with tlle acquisition. constructiot' and eauipping of the Project and (il) such
materiais, supplies and equipment were actually used in connection with the acquisit'on.
cOrlstructlon and equipping of the Project or were delivered to the site of the Project
(and remain at the site of the Project) far that purpose;
(f) all sums prev~ously advanced by the County have been used solely for
purposes permitted by the Agreement and the specific ttems which are ihe subject of
th is rei m burser.1e nt request will be SOLI sed;
(g) there has not been served upon the District a ny lien, notice of 3 ny I:eil.
rig ht to iien or attachme nt upon or claim affecti ng the right to receive payment of. any
Illoneys payable to any of the persons or firms named in this reimbursement request,
which has not been released or will not be released simultaneously with the payment of
such ob ligation:
(h ~~ tile use of the rei III bUfsements reques~ed hereu nder wi II not resu It in the
covenants made by the Distrrct in the Agreement being viola~ed
(i) the cu rrent estimated cost of com pleting the project is $
(j) the pe rcentage of camp letfon of the Project at the time of submission of
~his re~mbursement request is :::;\:
(k) all warranties, representations and covenants in the Agreement am true
a nd correct on the date he reof;
(I) arl outstanding claims for labor and materials through the date of the last
reimbursement request have been paid, and all liens therefore have beer. waived:
(m) to the best knowledge af'ld belief of the District. all work on the Project
p ri or to th is reimbu rsement req uest h as been performed in a good and workma nl ike
manner in accordance with the constructiOI1 agreements entered by the District with
thi rd pa rties for construction of the Project:
{n) any required payment and performance bond remains in furl force and
effect and free from defau It on th e date hereof:
(0) the additions or deletions that have been made to the ProJect, pursuant to
County consent, which have a~tered ttle Project's performance standards, scope or
purpose since the submjssion of the last reimbursement requisition are itemized on the
attach ments hereto: a t;d
B-2
tP) lne UlsmCl nas 0 r amICI pales U1 cH I L ~r L(':HI r 12lVe dVdllC:l Ule :::;U I ~ 1l;1t:1 It I F I l)F It: y~
to complete tho Project.
4. All capitalized terms herein, un(ess otherwise defined herein. shan have
~I_ _ .__ _ _._ ~._ __ __ _:__ _...J .1..... ...L...___.......... :~... "L-.~ fI. ...............................~....... ........~..... ....1.-....... .....J...........~ ...........................+,- ......r..r+.......i.....ir"'l....... ~.-.. .f.h........
issua nee by the County of the Infrastructu re Sa les Su rtax Revenue Bonds, Ser[es 2005,
day of
.20
This
APPR OVE 0:
KEY LARGO WASTEWATER TREATMENT
DfSTR leT
By'
- ".....
District Eng inee r
Authorized Represenlative
APP ROVED:
ENGINEERING DEPARTMENT
MONROE COUNTY, FLORlDA
By:____. ..
B-3
Name
.-
Purpose
EXHIBIT A
B-4
Amou nt
Ac(pJ,Jnt