01/18/2023 Agreement GVS COURTq°
o: A Kevin Madok, CPA
-
�o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida
�z cooN
DATE: January 24, 2023
TO: Judith Clarke, PE, Director
Engineering/Roads & Bridges
ATTN: Nicole Twyman
Executive Assistant
FROM: Liz Yongue, Deputy Clerk
SUBJECT: January 18th BOCC Meeting
The following item has been executed and added to the record:
C14 Interlocal Agreement(ILA) with Florida Keys Aqueduct Authority (FKAA)to
include replacement of water mains in the scope of work for the County's Twin Lakes Sea Level
Rise Adaptation Project and to provide for reimbursement of the cost of the water main
replacement work by FKAA.
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
500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway
Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070
INTERLOCAL AGREEMENT
BETWEEN THE
FLORIDA KEYS AQUEDUCT AUTHORITY
AND
MONROE COUNTY, FLORIDA
18th
THIS INTERLOCAL AGREEMENT is entered into this day of
2023 by and between the Florida Keys Aqueduct Authority (hereinafter the
"Authority") and Monroe County (hereinafter the County), Florida, each of which is an
independent, existing entity serving as a public agency under the laws of the State of Florida.
WHEREAS, the Florida Keys Aqueduct Authority (Authority) was created by Special
Legislation, Chapter 76-44 1, Laws of Florida,as amended; and
WHEREAS, Monroe County (County), is a political subdivision of the State of Florida;
and
WHEREAS, the County is completing the final design for the project to raise the roads in
the Twin Lakes subdivision in Key Largo. The Authority currently has water mains in this
subdivision that have reached the end of their LISCH lives and are scheduled to be replaced. This
project would replace approximately 5,000 LF of water mains, ranging in diameter from 4 to 8-
inches on Shaw Drive,Crane Street and Adams Drive.
WHEREAS, combining the water main replacement with the road improvements, the
Authority will realize approximately Three Hundred Thousand Dollars ($300,000.00) in savings
as the Authority will not need to perform a full lane road restoration, as required by the County
when pipelines are installed in the roadway. This project will also reduce the impact to the
community, since the pipeline construction will be integrated with the roadway improvements.
WHEREAS, the 'Authority" and the "County" desire to enter into an Interlocal
Agreement whereby the Authority will provide a contribution funded from the FY2023 Capital
Improvement Plan to replace the water mains forthe'['win Lakes Distribution System.
11 Page
NOW, THEREFORE, in consideration of the mutual covenants, representations and
promises set forth in this Agreement and for other good and valuable consideration each to the
other, receipt of which is hereby acknowledged by each party, the "Authority" and the "Monroe
County"hereby agree,stipulate,and covenant as follows:
ARTICLE I
DEFINITIONS
WORDS AND TERMS. Words and terms used herein shall have the meanings set forth below:
"Agreement"means this Interlocal Agreement.
"Authority"means the Florida Keys Aqueduct Authority.
"Authorized Representative" means the official of the "Authority" or the "Monroe County"
authorized by ordinance or resolution to sign documents ofthe nature identified in this Agreement.
"County"means Monroe County,Florida.
ARTICLE II
INTERLOCAL AGREEMENT
PURPOSE OF INTERLOCAL AGREEMENT. The purpose of this Agreement is to
establish afunding mechanism for the following described project:
To replace approximately 5,000 LF of water mains, ranging in diameter from 4 to 8-inches
on Shaw Drive, Crane Street and Adams Drive in Key Largo,Florida. COUNTY shall include this
scope of work as a bid alternate in its solicitation for the COUNTY'S roadway improvements in
this area. The AUTHORITY shall have twenty(20)business days to review the bid submitted by
the lowest responsive bidder to determine whether or not to proceed under this Interlocal
Agreement.
ARTICLE III
GENERAL PROVISIONS
SECTION 1.01 The County will proceed with the construction of their project to raise the
roads in the Twin Lakes subdivision in Key Largo and in accordance with this ILA will include
within the scope of work to replace the water mains on Shaw Drive, Crane Street and Adams
Drive. The County will bill the Authority on a monthly basis for their portion of work based
upon the schedule of values and individual pay items for the water main replacement and a
percentage of cost relating to maintenance of traffic, mobilization and construction
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engineering and inspection (CEI) services. The Authority will remit payment to the County
upon submission of a request for payment based upon the Contractor's pay
application and/or CEI invoices. The County will include language in its construction contract
to require the Contractor to warranty its work for the water main replacement to the Authority or to
otherwise assign all warranty of work for the water main replacement from the contractor to the
Authority, as the owner of the water mains.
SECTION 1.02 The construction bid schedule of values will be separated into specific
pay items for each party's respective scope of work. During the construction phase of the project, the
Authority will reimburse the COUNTY for 100%of the cost associated with the Authority's scope
of work as detailed in the contractor's schedule of values and unit costs that are directly applicable
to that work. The Authority will also pay a percentage share of the mobilization and maintenance
of traffic costs that is proportional to the Authority's direct pay items of the total cost of construction,
which will be itemized in the schedule of values and CEI services which will also be itemized per
CEI rates.
SECTION 1.03 ASSIGNMENT OFRIGHTS UNDERAGREEMENT. Neither
the "Authority" nor the "County" shall have the power to assign rights or obligations created by
this Agreement to any third party without the prior written consent of the other party.
SECTION 1.04 AMENDMENT OF AGREEMENT. This Agreement may be
amended only in a writing signed by an Authorized Representative of each of the parties hereto.
SECTION 1.05 SEVERABILITY. If any term, covenant, condition or provision of this
Agreement (or the application thereof to any circumstance or person) shall be declared invalid or
unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants,
conditions and provisions of this Agreement shall not be affected thereby; and each remaining
term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable
to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants,
conditions and provisions of this Agreement would prevent the accomplishment of the original intent
of this Agreement. The "Authority" and "County" agree to reform the Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the stricken
provision.
SECTION 1.06 ATTORNEY'S FEES AND COSTS. The "Authority" and
"County" agree that in the event any cause of action or legal proceeding is 'initiated or defended
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by any party relative to the enforcement or interpretation of this Agreement, the prevailing party
shall be entitled to reasonable attorneys' fees, court costs, investigative, and out-of-pocket expenses,
as an award against the non-prevailing party, and shall include attorney's fees, court costs,
investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated
and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil
Procedure and usual and customary procedures required by the Circuit Court of Monroe County.
SECTION 1.07 ADJUDICATION OFDISPUTES OR DISAGREEMENTS.
The parties 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.
SECTION 1.08 NONDISCRIMINATION.
The parties agree that there will be no discrimination against any person, and it is expressly
understood that upon a determination by a court of competent jurisdiction that discrimination has
occurred, this Agreement automatically terminates without any further action on the part of any
party, effective the date of the court order. The parties agree to comply with all Federal and Florida
statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are
not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits
discrimination in employment on the basis of race, color, religion, sex, and national origin; 2)Title
IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686),
which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of
1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4)
The Age Discrimination Act of 1975, as amended (42 USC ss. 6101- 6107) which prohibits
discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92
255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive
Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-
616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7)
The Public Health Service Act of 1912,ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as
amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title V11I of the
Civil Rights Act of 1968 (42 USC s.3601 et seq.), as amended, relating to nondiscrimination in the
sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s.
12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of
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disability; 10)Monroe County Code, Chapter 14,Article 11, which prohibits discrimination on the
basis of race, color, sex, religion, disability, national origin, ancestry, sexual orientation; gender
identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any
Federal or state statutes which may apply to the parties hereto, or the subject matter of, this
Agreement.
SECTION 1.09 COOPERATION. In the event any administrative or legal
proceeding is instituted against either party relating to the formation, execution, performance, or
breach of this Agreement,the parties agree to participate,to the extent reasonably 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. The parties
specifically agree that no party to this Agreement shall be required to enter into any arbitration
proceedings related to this Agreement or any Attachment or Addendum to this Agreement.
SECTION 1.10 COVENANT OF NO INTEREST. The Parties covenant that
neither presently has any interest, and shall not acquire any interest,which would conflict in any
manner or degree with its performance under this Agreement, and that only interest of each is to
perform and receive benefits as recited in this Agreement.
SECTION 1.11 CODE OF ETHICS. The patties agree that their officers and
employees recognize and will be required to comply with the standards of conduct relating to
public officers and employees as delineated in Section 112.313,Florida Statutes, regarding, but
not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized
compensation; misuse of public position,conflicting employment or contractual relationship; and
disclosure or use of certain information.
SECTION 1.12 NO SOLICITATION/PAYMENT. The Parties warrant that, in
respect to itself, it has neither employed nor retained any company or person, other than a bona
fide employee working solely for it,to solicit or secure this Agreement and that it has not paid or
agreed to pay any person, company, corporation, individual, or firm, other than a bona fide
employee working solely for it, any fee, commission, percentage, gift, or other consideration
contingent upon or resulting from the award or making of this Agreement. For the breach or
violation of this provision, each party agrees that the other party shall have the right to terminate
this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise
recover,the full amount of such fee,commission,percentage,gift,or consideration.
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SECTION 1.13 PUBLIC ACCESS TO RECORDS. The parties shall allow and
permit members of the public reasonable access to,and inspection of, all documents, papers,letters,
or other materials subject to the provisions of Chapter 119,Florida Statutes, and made or received
by the parties in conjunction with this Agreement.
SECTION 1.14 NON-WAIVER OFIMMUNITY Notwithstanding the provisions of
Sec. 768.28, Florida Statutes,the participation of the parties 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 a party be required to contain any
provision for waiver.
SECTION 1.15 LEGAL OBLIGATIONS; NON-DELEGATION OF DUTIES.
This Agreement is not intended to, nor shall it be construed as, relieving any participating entity
from any obligation or responsibility imposed upon the entity by law except to the extent of actual
and timely performance thereof by any other participating entity, in which case the performance
may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not
intended to,nor shall it be construed as, authorizing the delegation of the constitutional or statutory
duties of either party, except to the extent permitted by law.
SECTION 1.16 NON-RELIANCE BY NON-PARTIES. No person or entity shall
be entitled to rely upon any terms of this Agreement to enforce or attempt to enforce any third-
party claim or entitlement to or benefit of any service or program contemplated hereunder, and the
parties agree that neither the "Authority" nor the "County or any agent, officer, or employee of
each shall have the Authority to inform, counsel, or otherwise indicate that any particular individual
or group of individuals, entity or entities;have entitlements or benefits under this Agreement separate
and apart, inferior to, or superior to the community in general or for the purposes contemplated
in this Agreement.
SECTION 1.17 NO PERSONAL LIABILITE No covenant or agreement
contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or
employee of a party in his or her individual capacity, and no member, officer, agent or employee
of a party shall be liable personally on this Agreement or be subject to any personal liability or
accountability by reason of the execution of this Agreement.
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SECTION 1.18 SECTION HEADINGS. Section headings have been inserted in
this Agreement as a matter of convenience of reference only, and it is agreed that such section
headings are not a part of this Agreement and will not be used in the interpretation of any provision
of this Agreement.
SECTION 1.19 GOVERNING LAW, VENUE. This Agreement shall be governed
by and construed in accordance with the Laws of the State of Florida applicable to contracts made
and to be performed entirely in the State. In the event that any cause of action or administrative
proceeding is instituted for the enforcement or interpretation of this Agreement, the parties agree
that venue will lie in the appropriate court or before the appropriate administrative body in the 16th
Judicial Circuit in and for Monroe County, Florida.
SECTION 1.20 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 AUTHORITY: Kerry Shelby
Executive Director
1100 Kennedy Drive
Key West, Florida 33041
Any Notice required by this Agreement to be given or made within a specified period of
time, or on or before a date certain, shall be deemed to have been duly given if sent by certified
mail, return receipt requested, postage and fees prepaid; hand delivered; or sent by overnight
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delivery service.
ARTICLE IV
EXECUTION OF AGREEMENT
SECTION 2.1 DEFAULT. 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.
Upon any such default, the non-defaulting party shall provide to the defaulting party a written
Notice of such default,which Notice(a"DefaultNotice") 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.
Notwithstanding the provisions of this Section, if any such default by the defaulting party
remains uncured at the conclusion of any specified 30 day cure period, and if the nature of the
defaulting party's obligations are such that more than 30 days is required to effect cure,then the
defaulting party shall not be in default hereunder and the non-defaulting party shall not have the
rightto exercise its termination rights granted herein as aresult of any such default, ifthe defaulting
party commences cure within the applicable cure period and thereafter diligently pursues cure to
completion ofperformance.
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.
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.
8 ( Page
SECTION 2.02 FUNDING AND OTHER OBLIGATIONS OF THE
AUTHORITY.
The parties agree that the Authority's responsibility under this Agreement is to provide
funding relating to the water main replacements and to cooperate and coordinate with the COUNTY
during the construction of the project and provide timely information as needed, including but not
limited to timely response to requests for information and submittals for work relating to the water
main replacement.
SECTION 2.03 COUNTERPARTS. This Agreement shall be executed in two or
more counterparts,any of which shall be regarded as an original and all of which shall constitute
but one and the same instrument.
SECTION 2.04 SUPERSEDES OTHER AGREEMENTS. The parties agree that this
Agreement represents their mutual agreement and replaces and supersedes any prior agreements,
i
understandings,or communications on the subject of the Agreement,whether written or oral.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
their behalf by the Executive Director of the "Authority" and the "County's Mayor".
Authority Board Approved:
FLORIDA KEYS AQUEDUCT AUTHORITY
ATTEST:
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MONROE COUNTY ATTORNEY
eleaPPRS,IV 1p AS TQi/Opydrjrila ez
9 I r a ge CHRISTINE LIMBERT-BARROWS
ASSISTANT COUNTY ATTORNEY
DATE: 1/10/22
FLORIDA KEYS AQUEDUCT AUTHORITY
RESOLUTION # 23-06
A RESOLUTION OF THE FLORIDA KEYS AQUEDUCT AUTHORITY
AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN
INTERLOCAL AGREEMENT WITH MONROE COUNTY, FLORIDA
PROVIDING FOR A JOINT PROJECT THAT WOULD REPLACE
APPROXIMATELY 5000 LINEAL FEET OF WATER MAINS, RANGING
IN DIAMETER FROM 4 TO 8-INCHES ON SHAW DRIVE, CRANE
STREET AND ADAMS DRIVE IN KEY LARGO BY COMBINING THE
AUTHORITY'S AND THE COUNTY'S PROJECTS INTO ONE BID AND
CONTRACT.
WHEREAS,the Florida Keys Aqueduct Authority (the "Authority") was created by Special
Legislation, Chapter 76-441, Laws of Florida, as amended, and
WHEREAS, Monroe County (the "County"), is a political subdivision of the State of
Florida; and
WHEREAS,the County is completing the final design for the project to raise the roads in
the Twin Lakes subdivision in Key Largo. The Authority currently has water mains in this
subdivision that have reached the end of their useful lives and are scheduled to be replaced. This
project would replace approximately 5,000 Lineal Feet of water mains, ranging in diameter. from 4
to 8-inches on Shaw Drive, Crane Street and Adams Drive by combining the Authority's and the
County's projects into one bid and contract.
WHEREAS, combining the water main replacement with the road improvements, the Authority will
realize approximately Three Hundred Thousand Dollars ($300,000.00) in savings as the Authority will not
need to perform a full lane road restoration, as required by the County when pipelines are installed in the
roadway. This project will also reduce the impact to the community, since the pipeline construction will be
integrated with the roadway improvements.
WHEREAS, the parties desire to enter into an Interlocal Agreement whereby the Authority
will provide a monitory contribution funded from the FY2023 Capital Improvement Plan, provided
the County's lowest responsible responsive bid for the bid alternate portion of its invitation to bid on
this project is acceptable to the Authority, and
1
WHEREAS, the parties have the legal authority to enter into this Interlocal Agreement
and to implement its terms; and
WHEREAS, this project has changed in size and scope since the passage of Resolution #
22-06 which addressed the same area and is being replaced by this Resolution.
NOW, THEREFORE BE IT RESOLVED, that the Florida Keys Aqueduct Authority
Board of Directors does hereby:
AUTHORIZE THE EXECUTIVE DIRECTOR TO EXECUTE AN
INTERLOCAL AGREEMENT WITH MONROE COUNTY, FLORIDA
PROVIDING FOR THE AUTHORITY TO REIMBURSE THE COUNTY
FOR THE WORK OF REPLACING THE AUTHORITY'S WATER MAIN'S
ON SHAW DRIVE, CRANE STREET AND ADAMS DRIVE, IN KEY
LARGO AND TO ACCEPT OWNERSHIP OF SAID WATER MAIN'S
UPON COMPLETION.
RESOLUTION#22-06 IS HEREBY RESCINDED IN ITS ENTIRETY.
STAFF IS DIRECTED TO BRING THE COUNTY'S BID ALTERNATE FOR
THE WATER MAIN PORTION OF THE PROJECT FORWARD FOR
BOARD APPROVAL PRIOR TO PROCEEDING UNDER THE
INTERLOCAL AGREEMENT.
ADOPTEDTIIIS /0 DAY OF JANUARY 2023.
FLORIDA KEYS;AQUEDUCT AUTHORITY
B y:
J. Rol ' Dean, Chairman
(Corporate Seal�
ATTEST:
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