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Item B .,.....{ Deleted: <sp> '! - - ~ - - - - - - - - - - - - - - - - - - - - - - -. ~ - - - - - - - - - - - - - - - - - - -. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - . INTERLOCAL AGREEMENT MONROE COUNTY AND FLORIDA KEYS AQUEDUCT AUTHORITY WASTEWATER SYSTEMS THIS INTERLOCAL AGREEMENT is entered into pursuant to Sec. 163.01, F.S., by and between Monroe County, a political subdivision ofthe State of Florida, (County), and the Florida Keys Aqueduct Authority, Inc., an independent special district, (FKAA). WHEREAS, the Florida Legislature has identified the Florida Keys as an area of critical state concern, and has authorized actions by the County and FKAA to provide adequate wastewater treatment to protect the environment and the health, safety and welfare of landowners and persons inhabiting the Florida Keys; and WHEREAS, the County is authorized by Sec. 125.01(1), FS, to provide, assist in providing and fund centralized wastewater treatment systems; WHEREAS, Chap, 99-395, Sec. 6, Laws of Florida, and the County's Comprehensive Plan require that certain wastewater treatment levels be achieved by 20 I 0, levels which can best be achieved by central wastewater treatment systems; WHEREAS, the FKAA is authorized by Chap. 76-441, Laws of Florida, as amended, to design, construct, and operate, wastewater treatment systems; WHEREAS, the FKAA and the County have entered into previous interlocal agreements establishing and confirming their ongoing relationship in providing wastewater facilities in the Florida Keys; and WHEREAS, the County, by adopted resolutions, has provided funding to the FKAA for wastewater projects and shall provide additional funds to the FKAA for the administration, planning and construction of future wastewater projects in unincorporated Monroe County; and WHEREAS, the County has deeded to the FKAA parcels of land on Conch Key, the Saddlebunch Keys and Grassy Key; and WHEREAS, the County has demonstrated its commitment to sewering the Keys by transferring, at no cost, to FKAA the Grassy Key parcel, for which ad valorem taxes were expended at fair market value and the parcel is to be used by FKAA to serve the City of Marathon, and has committed a maximum of $20,000,000 to the Key Largo Wastewater Treatment District; and WHEREAS, the Baypoint (Saddlebunch Keys) and Conch Key projects, constructed by FKAA, are soon to be operational; and WHEREAS, the County and the FKAA intend to continue their cooperation with Governor Bush, the State Cabinet, the Department of Environmental Protection and the Department of Community Affairs to implement wastewater systems in unincorporated Monroe County by 2010; and ,..{ Deleted: 2 Monroe CountylFKAA Draft ILA Sep, f1"~99.~n.u..L.mu""""""""",,,....u...un.................umu...u._.,." .."...{ Deleted: <sp> '!._------------------------------------------------------------------------------------------------------------------------------------- WHEREAS, the parties desire to further define their commitment to work together and to answer concerns raised by the State Cabinet, at a meeting of August 23, 2005, concerning an agreement dated August 17,2005, between the parties; and WHEREAS, the parties have been in reliance upon expressions of commitment by the Florida Department of Community Affairs of $10,000,000 for wastewater projects for fiscal year 2005, and $20,000,000 for fiscal year 2006, as identified in the Growth Management Plan attached to County Resolution No.039-2004. and the ability to obtain additional critical financial assistance from the State of Florida. the federal government and their agencies to achieve the pumose of this agreement; now therefore, IN CONSIDERATION of the mutual consideration and premises set forth below, the parties agree as follows: 1. STATEMENT OF INTENT: This agreement shall set forth commitments of the parties to work together to achieve the 2010 mandate to sewer the Florida Keys. The parties shall work together to obtain funding for wastewater treatment facilities from state and federal sources. The parties shall cooperate with each other and act in a timely manner to acquire, design, construct, and operate wastewater treatment systems throughout the unincorporated areas of Monroe County, except for the area covered by the Key Largo Wastewater District, which has its separate authority and responsibility for sewering that area. The parties further intend that the sewering of the Florida Keys shall be done at a reasonable cost to users. 2. RESPONSIBILITIES OF COUNTY: 2.01 The County shall own the land and infrastructure of the wastewater treatment systems acquired or constructed under this agreement and any amendments hereto, and shall lease said assets to the FKAA as described in Section 3,08 below. 2.02 The County, in addition to funds obtained from state and federal sources, shall provide up to the limits of its bonding capacity of the infrastructure sales surtax and County's ability to levy special assessments, the funds necessary to complete all wastewater projects so that cit.izens do not have to pay in excess of $4,500 per EDU in non-ad valorem special assessments. The County shall provide $20,000,000 for the costs of acquisition, procurement, design, and construction of wastewater projects in the_Lower Keys. County commits to full faith and diligence in working with the FKAA to provide funding to make costs of system development and connections for the Big Coppitt and all future projects reasonable to users. County shall have the responsibility of levying tfte special assessments for wastewater projects. Lower Keys projects included under this Agreement are Big Coppitt area, Cudjoe-Sugarloaf area, and Big Pine area, Other unincorporated County projects are Duck Key and Long Key. ~ 2.03 The County Administrator ~h~!Lr~.~j~~.~IJ_p.r~~_~~~'!I_~~~_4~~_~!!I:~!!!~_~r~~~~_~.YL9_~_<?!!_b_~h~!L-.-.--{ Deleted: and the County Attorney of, FKAA for wastewater treatment systems in the unincorporated county. The County Administrator ~11_a!! _ '!I_al<~_ ~_~gg~~_t.i_<?~~ _ rqr_ ~11_~~g~~_ ~~ _ h.~_ ~~_~'!I.!i,_ j~ _~I1~ _ ~_~~!_ j~!~_~~~!_ ~r !h~_ g~~~r~]_ _ ___.' ,. public. - --o.-- Monroe County/FKAA Draft ILA Sep, g,_~Q9_~ m_o.} _ _ _ _ _ _ _ _ _ _ _ _ _ u__ _ _ _ _ _, _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 'o.u _ _ _ _ _ _ _ m_ u _ _ _, _ _ _ _ _, /." Deleted: and the County Attorney Deleted: they deem ) Deleted: 2 ] ten - - - - - -, - - - - - - nu - - - - - - - - - - - - __h_ - - - U _n _ _ _, _ n n_ __ _ _ _ _ _ _ h nn__h _ _ _ _hnn___ _ _ _ _, _ _ _ _ _ _, hn nh _ _ _ _ _ _ _ _ _ n_ hn n _ h _ nnh__-'... -{ Deleted: <sp> 2.04 The County Administrator shall appoint two members of the evaluation committee should any committee be established. 2.05 The County shall convey to FKAA such easements as are necessary for the installation of sewer lines. 3. RESPONSIBILITIES OF FKAA: 3.01 The FKAA shall administer the procurement processes for the design and construction of wastewater systems in unincorporated Monroe County. 3.02 The FKAA shall develop requests for proposals (RFP) and requests for qualifications (RFQ) for the procurement of wastewater systems in unincorporated Monroe County, consistent with the procurement policies of the FKAA and applicable State statute(s). FKAA shall submit the drafts of RFP/RFQ to the County Administrator .[<?U,t!Xi_l?!Y..~~~)~r~_ty_g!Xl?_~~_t!_~_<?!!~j~~!~!!9.l1n_/"{ Deleted: and the County Attorney to any suggestions for changes, and shall advertise RFP/RFQs. 3.03 The FKAA shall accept the RFP/RFQ submissions. It is intended that contracts be awarded to the most responsive submitter, which shall not be required to be the lowest responsive bid, the most qualified responder, or other. The parties recognize that the lowest bid may not be the most effective bid. Accordingly, an evaluation committee which will comply with Sec. 286.011, F.S., may be established on an ad hoc basis for each procurement process. Should an evaluation committee be established, the Executive Director of the FKAA and the County Administrator shall each appoint two members. 3.04 The FKAA shall give due consideration to recommendations of the committee, if any, and the County Administrator. The FKAA shall award the contract. 3.05 The FKAA shall provide construction management of each project to insure its expeditious and economic completion. The FKAA authorizes the County Engineer and/or his designee to make site visits to any project under construction, and shall give due consideration to any suggestions of the County Engineer regarding an ongoing project. 3.06 The FKAA shall retain the financing authority provided in its enabling legislation. 3.07 The FKAA shall aid the County in its efforts to obtain funding by providing copies of such documents as the County needs to support its issuance of bonds or to seek Federal and State grants to assist in the funding of all said_wastewater projects. 3.08 The FKAA shall lease from the County the land and infrastructure of the wastewater treatment systems acquired or constructed under this agreement and any amendments hereto. The Lease shall be irrevocable and provide absolute and unconditional authority to the FKAA to establish system development fees, rates, budgets, and rules governing operations in such manner as to be consistent with Section 4.06 of this agreement. The lease term shall be ninety- nine (99) years, and renewable for an additional ninety-nine (99) years. The FKAA shall be responsible for the maintenance and operations of the systems leased from the County. The .,.{ Deleted: 2 Monroe County/FKAA Draft ILA Sep, 9" ~9~~ h m n ~mm __ n n nhm mh n m h n n n mm' h n n _. _ mUh m ___hnu// ...{ Deleted: <sp> ~--------------------------------------------------------------------------------------------------------------------------------------_..' parties understand and agree that the lease to be entered by the parties shalI contain covenants, warranties, auditing and monitoring provisions consistent with the provisions found in the Interlocal Agreement between the County and the Key Largo Wastewater Treatment District. 3.09 The FKAA, pursuant to requirements of their enabling act, shalI ensure that at least two public hearings be held in the area affected before any system development fee, rate or any other user fee is established or increased. AII revenues derived from the wastewater systems ~!h~n"""'{ Deleted: leased to FKAA over and above maintenance, operations, customer service, billing, and any direct costs specificalIy incurred to provide these ~~~Y..i.~~.~..~h~!!__~.~nll~~~n~()J.~b::.f<?~n!h~nP.llrp~~~~n()r!h~n"'/ wastewater systems,. ~!-!~.ry. ~~ .~ry.~ ,p.~Y-J1:I.~I1.t. .<?f ~~.l?!. ~~~y.i.~~. .'!11.4. ~~*~~~.I)!. ~f .l:>.<?~~~...................... -,;,..... \:"'" ':', ' '\," ./ 3.10 This Agreement shall not apply to wastewater assets currently owned by FKAA or hereafter acquired from any other utility. Deleted: and any other Deleted: leased by the County to the FKAA, Deleted: Deleted: associated Deleted: , renewal and replacement funds. and rate stabilization fund 4. COOPERATION IN CARRYING OUT AGREEMENT: 4.01 The County Administrator and the FKAA Executive Director shalI meet as necessary to complete the tasks set forth in this agreement. The County Administrator and the FKAA Executive Director and their staffs shalI only serve in their customary capacity of fact-finding, professional advice to, and other efforts to carry out the policies of, their respective boards. 4.02 All communications and dissemination of information regarding wastewater projects shalI be through the Offices of the County Administrator and the FKAA Executive Director. 4.03 The parties recognize an obligation of $80,000,000 of bond-financing to be secured by special assessmentsjn the unincorporated county, 4.04 The parties agree to enter into a lease consistent with this agreement in the most expeditious manner as possible. 4.05 The parties shall work together to secure sites for wastewater treatment plants in remaining lower keys no later than July 12,2007. Attached hereto is Exhibit A setting forth a preliminary ____ timetable for the projects. 4.06 Neither party shall take any action or omit to take necessary action, including action pertaining to rate setting, that will adversely affect the tax-exempt status of County and FKAA bonds, or the respective party's ability to issue bonds under this agreement. Each party will take such action as is reasonably requested by the other party in connection with the issuance of bonds so as to allow the other party to issue such bonds on a tax-exempt basis, including, but not limited to, executing tax certificates, 5. ESTABLISHMENT OF CERTAIN PREREQUISITES FOR EACH PROJECT 5.01 The County and the FKAA shall work together to achieve the following goal: to establish fair and equitable connection fees and user fees to fund the operation and maintenance of wastewater systems. ...{ Deleted: 2 Monroe County/FKAA Draft ILA Sep, s..~Q9-~-------~---nhnmm_____mm.mn__m__h____..___nhm__.____'.___n.// ,_---{ Deleted: <sp> "----..----------------------------------------------------------------------------------------------------------------------------------- 5.02 Projects constructed under this agreement shall conform to the Monroe County Sanitary Wastewater Master Plan. 5.03 It is recognized that some outlying areas of the Keys which are not heavily populated may not be feasibly served by a centralized wastewater and sewage system, and that Alternative Wastewater Facilities may be required to be installed to meet the mandate for adequate wastewater treatment in the Florida Keys. All Alternative Wastewater Facilities that may hereafter be constructed and operated within the Service Area of the FKAA shall conform to good utility practices, adequate service to the public, ensure adequate Wastewater Service for the Florida Keys and its citizens. FKAA shall comply with all applicable laws and rules in issuing prior approval for the use, construction, installation, or operation of new or expanded Alternative Wastewater Facilities. The FKAA shall require and enforce the use of its own Wastewater Facilities and facilities leased from County whenever and wherever they are accessible. Any Alternative Wastewater Facility must provide adequate and sufficient service to the projected territory or development. 6. INSURANCE AND HOLD HARMLESS: 6.01 The parties to this agreement stipulate that each is a state governmental agency as defined by Florida Statutes and represents to the other that it has purchased suitable Public Liability, Vehicle Liability, and Workers' Compensation insurance, or is self-insured, in amounts adequate to respond to any and all claims under federal or state actions for civil rights violations, which are not limited by Florida Statutes Section 768.28 and Chapter 440, as well as any and all claims within the limitations of Florida Statutes Section 768.28 and Chapter 440, arising out of the activities governed by this agreement. 6.02 To the extent allowed by law, each party shall be responsible for any acts, or omissions, of negligence on the part of its employees, agents, contractors, and subcontractors and shall defend, indemnify and hold the other party, its officers and employees, agents and contractors, harmless from all claims demands, causes of action, losses, costs and expenses of whatever type _ including investigation and witness costs and expenses and attorneys' fees and costs - that arise out of or are attributable to arising out of such actions or omissions. The purchase of the insurance does not release or vitiate either party's obligations under this paragraph. 6.03 Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the FKAA in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 7. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES: 7.01 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. _,,{ Deleted: 2 Monroe County/FKAA Draft ILA Sep. g,-~Q9-~_hm_?_____h___h____,____________hm_______________m_h____hm________// 7.02 In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and FKAA agree that venue will lie ~ - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _, _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _, _ - -' { Deleted: <sp> in the appropriate court or before the appropriate administrative body in Monroe County, Florida. 7.03 The County and FKAA agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 7.04 The County and FKAA agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. 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_ 8. SEVERABILITY: If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and FKAA agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 9. BINDING EFFECT: The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and FKAA and their respective legal representatives, successors, and assigns. 10. AUTHORITY: Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and Authority action, as required by law. 11. CLAIMS FOR FEDERAL OR STATE AID: FKAA and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement. _-'{ Deleted: 2 Monroe County/FKAA Draft ILA Sep, g,_~Q9_~ u____ _ ~_ _ _ _ _ _ _ _ _ _ _ _ _ _ u __ _ _ _, _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ uuu_ u _ _ _ _ ______ _ _ _ _ _, _ _ _ _ _ _ _ _----- _---{ Deleted: <sp> ~- - - - ~ ~ - - - - - - --- --- - - - - - - - -. - - - - -._-- - - - - ---- - - -. - - - - - -- -- - - - - - - - - - - - - - - - - -- - ---- - - - - - - - - - - -- - ----- - - - - - - - - - - - - - - -- --- - - - - - - - - - - - - - --_...' 12. NON-DISCRIMINATION: FKAA and COUNTY 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. FKAA and County 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or 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 patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 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. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Ch. 13, Art. VI, prohibiting discrimination on the bases of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 13. ADJUDICATION OF DISPUTES OR DISAGREEMENTS: 13.01 County and FKAA agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 13.02 In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and FKAA agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and FKAA specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 14. COVENANT OF NO INTEREST: County and FKAA 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 _--{ Deleted: 2 Monroe County/FKAA Draft ILA Sep, g,_~99_~ h h __ ],__m, h m 'h m_mh __ h m h m __ h h _hm __ h m h m h h hh m _----' ~ - - - - - - - h - - - - - - - - - - - - - - - - 'h h - - 'hh - - _ _ _ _ _ _ hh_ _ _ _ _ _ _ _ hh h _ _ _ _ _ _hhh_ _ _ _ _ _ _ _ _ _ _ _ _ h _ hh_ _ _ _ _ _ _ _ _ _ _ _ _ h_h_ _ _ __ _h_h _ _ _ _ _ _ _ _ _ _,_-- - --{ Deleted: <sp> Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 15. CODE OF ETHICS: 15.01 County and the FKAA agree that officers and employees of the County recognize and will be required to comply with the standards of conduct for 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_ 15.02 FKAA warrants that it has not employed, retained or otherwise had act on its behalf any former County officer or employee subject to the prohibition of Section 2 of ordinance No. 010- 1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. 16. NO SOLICITATIONIPAYMENT: The County and FKAA each 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. 17. PUBLIC ACCESS: The County and FKAA shall each allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and FKAA in conjunction with this Agreement. 18. PRIVILEGES AND IMMUNITIES: All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County and the FKAA, when performing their respective functions under this Agreement within the territorial limits of the County and the FKAA, respectively, shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the parties. __of Deleted: 2 Monroe County/FKAA Draft ILA Sep, g,_~9~~_mh_~_--m__hmhhhmh__hh__hh_mhhm'mm_m___hh_hh___"--- ,,- - - - - - - - - - -, - - - - - - - - - - - - - - - - - - - - - - - - - - - - -. - - -, - - - - - - - - - - - - - - - - - - - - - - - - - - - - _ _ _ _ _ _, _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _, _ _ _ _ _ _ _ _ _ _ _ _ _ __ _ _ - - - - { Deleted: <sp> 19. LEGAL OBLIGATIONS AND RESPONSIBILITIES: Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County or the FKAA, except to the extent permitted by the Florida constitution, state statute, and case law. 20. NON-RELIANCE BY NON-PARTIES: No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the FKAA agree that neither the County nor the FKAA or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general. Notwithstanding the preceding language, the parties hereby designate the State of Florida as a third party with the ability to enforce against the two parties the provisions hereof. based upon the State Auditor conducting management and financial] ~ audits of all sewer programs. past. oresent. and future. in the Florida Keys. 21. ATTESTATIONS: FKAA and County agrees to execute such documents as the County or the FKAA may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug- Free Workplace Statement. 22. NO PERSONAL LIABILITY: No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of either party in his or her individual capacity, and no member, officer, agent or employee of either 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. 23. EXECUTION IN COUNTERPARTS: This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. ...{ Deleted: 2 Monroe CountylFKAA Draft ILA Sep. g,-~g9_~_--hh?_h_--h_--h____h___h__hh___m'_hh_hm_m_h_m_hm__m__/'. ,---{ Deleted: <sp> ~ - ~ - - - - - + - - - - - -_ __ _ _ _ _ ~ _ _ _ _ 4 _ _ _ _ ____ _ _ _ _ _ _ _ ___ _ _ _ _ ~ _ _ _ _ __ _ _ _ _. _ _ _ _ _ _ _ _ _____ _ _ _ _ _ _ _ __ _ _______ _ _. _ _ _ _ _ _ _ _ _ _ + _ _ _ ___ _ _ _ _ _ _ _ _ _ ____ ____ _ _ _ _ _ _~ ~' 24. 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. 25. TERM OF AGREEMENT AND TERMINATION: This Agreement shall commence on September 6, 2005, and continue for ninety-nine (99) years, or until such time as all leases entered pursuant hereto are terminated, whichever shall first occur. The parties may elect to renew this agreement at the end of its term, as set forth in the preceding sentence, for a period of ninety-nine (99) years. 26. ASSIGNMENT: Neither party may assign this Agreement or assign any of its obligations under this Agreement without the approval of the other party, which approval shall be in writing and fully executed by both parties. All the obligations of this Agreement will extend to and bind the legal representatives, successors and assigns of FKAA and the County. 27. COMPLIANCE WITH LAWS: This Agreement shall comply with the laws and regulations of the United States and the State of Florida, whether in effect on commencement of this Agreement or adopted after that date. 28. CONSTRUCTION: This Agreement has been carefully reviewed by FKAA and the COUNTY. Therefore, this Agreement is not to be construed against any party on the basis of authorship. 29. NOTICES. Notices in this Agreement, unless otherwise specified, must be sent by certified mail to the following: County: County Administrator ] ] 00 Simonton Street Key West, FL 33040 FKAA: Executive Director ] ] 00 Kennedy Drive Key West, FL 33040 30. FULL UNDERSTANDING: _-'{ Deleted: 2 Monroe CountylFKAA Draft ILA Sep. 9._ ~Q9_L_ _ _ _ J_9____ _, _ _ _ _, _ _ _ _ _ _ _ _ _~ __ _ _ __ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ____ __ _ _ _ _ _ _ _____ _ _ _ _ _ _ _ _ _ _ _ _ _----- ---{ Deleted: <sp> '------------------------------------------------------------------------------------------------------------------------------------------- This Agreement is the parties' final mutual understanding with respect to any projects constructed in the future. It replaces any earlier agreements or understandings, whether written or oral, with respect to any projects constructed in the future. This Agreement cannot be modified or replaced except in a written amendment duly executed by both parties. 31. EFFECTIVE DATE: This Agreement will take effect on the _ day of ,2005. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. (SEAL)A TTEST: DANNY L. KOLHAGE, CLERK By: BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By: Mayor Deputy Clerk THE FLORIDA KEYS AQUEDUCT AUTHORITY (SEAL) ATTEST: By: By: Chairman Clerk ...{ Deleted: 2 Monroe County/FKAA Draft ILA Sep, 9._ ~Q9_~ mh_ U h __, _ __ __ h m _ h __ h m, _ _ __, h m _ __ __ _h __, _ m _ h m_m __ __ __ _ _ __ /" : 305J923516 MONROE COUNTY ATT 165425 0902-2005 1 /11 INTERLOCAL AGREEMENT MONROE COUNTY AND FLORIDA KEYS AQUEDUCT AUTHORITY W ASTEW A TER SYSTEMS THIS INTERLOCAL AGREEMENT is entered into pursuant to Sec. 163.01, F.S., by and between Monroe County, a political subdivision of the State of Florida, (County), and the Florida Keys Aqueduct Authority, Inc., an independent special district, (FKAA). WHEREAS, the Florida Legislature has identified the Florida Keys as an area of critical state concern, and has authorized actions by the County and FKAA to provid adequate wastew~ter treatment to protect the environment and the health, safety and welfa ~downers and persons inhabiting the Florida Keys; and" WHE transferring, expended at fai Marathon, and h Treatment District; art WHEREAS, the County is authorized by Sec. 125.01(1) and fund centralized wastewater treatment systems; WHEREAS, Chap, 99-395, Sec. 6, Laws of FI require that certain wastewater treatment levels)) achieved by central wastewater treatment systems; WHEREAS, the FKAA is authorized by Chap. 76- design, construct, and operate, wastewate ment systems; WHEREAS, the FKAA and the Co un ~ establishing and confirming their ongoing re Florida Keys~ and ed to the FKAA parcels of land on Conch Key, the as onstrated its commitment to sewering the Keys by A the Grassy Key parcel, for which ad valorem taxes were v- WHEREAS, the Baypoint{Saddlebunch Keys) and Conch Key projects, constructed by FKAA, are soon to be operational; and WHEREAS, the County and the FKAA intend to continue their cooperation with Governor Bush, the State Cabinet, the Department of Environmental Protection and the Department of Community Affairs to implement wastewater systems in unincorporated Monroe County by 2010; and Monroe County/FKAA Draft [LA Sep. 2, 2005 305)9)3516 MONROE COUNTY A TT 165525 09-02-2005 2111 WHEREAS, the parties desire to further define their commitment to work together and to answer concerns raised by the State Cabinet, at a meeting of August 23, 2005, concerning an agreement dated August 17,2005, between the parties; and WHEREAS, the parties have been in reliance upon expressions of commitment by the Florida Department of Community Affairs of $10,000,000 for wastewater projects for fiscal year 2005, and $20,000,000 for fiscal year 2006, as identified in the Growth Management Plan attached to County Resolution No.039-2004; now therefore, IN CONSIDERATION of the mutual consideration and premises set forth below, the parties agree as follows: obtained from state and federal sources, shall provide up unty's ability to levy special assessments, the funds nece ojects so that citizens do not have to pay in excess of $4,500 p . em ecial assessments. \The County shall provide $20,000,000 for the costs curement, design, and construction of wastewater projects in the Lower Keys. com iI" to full faith and diligence in working with the FKAA to provide funding to make f~l~tem development and connections for the Big Coppitt and all future projects reasonable to "H' . County shall have the responsibility of levying the special assessments for wast~illter projects, Lower Keys projects included under this Agreement are Big Coppitt area, Cudjoe-Sugarloaf area, and Big Pine area. Other unincorporated County projects are Duck Key and Long Key. 1. STATEMENT OF INTENT: This agreement shall set forth commitments of the p mandate to sewer the Florida Keys. The partie ' ' achieve the 2010 ',n funding for .perate with cture of the wastewater treatment systems y'" amendments hereto, and shall lease said w. 2.03 The County Administrator and the County Attorney shall review all procurement documents drafted by, or on behalf of, FKAA for wastewater treatment systems in the unincorporated county. The County Administrator and the County Attorney shall make suggestions for changes as they deem in the best interest of the general public. Momoe County/FKAA Draft ILA Sep. 2, 2005 2 3()579?3516 MONROE COUNTY A IT 165632 09-02-2005 3/11 2.04 The County Administrator shall appoint two members of the evaluation committee should any committee be established. 2.05 The County shall convey to FKAA such easements as are necessary for the installation of sewer lines. 3. RESPONSIBILITIES OF FKAA: 3,01 The FKAA shall administer the procurement processes for th~~tfi;~l,gp and construction of wastewater systems in unincorporated Monroe County.- - ~ 3.02 The FKAA shall develop requests for proposals (R uests for qualifications (RFQ) for the procurement of wastewater systems in un~~~p{3-ted County, consistent with the procurement policies of the FKAA and appli~Atate statute(s shall submit the drafts of RFP/RFQ to the County Administra AW d the County Atto or review and input, give due consideration to any suggestions fo shall advertise Qs. 1~ is intended that contracts be be required to be the lowest recognize that the lowest bid ",oittee which will comply c basis '., each procurement process. "'rector of the FKAA and the '1" 3.04 The FKAA s tfF and the County Ad' - recommendations of the committee, if any, d'the contract. gement of each project to insure its expeditious A authorizes the County Engineer and/or his designee to ,nstruction, and shall give due consideration to any ding an ongoing project. e financing authority provided in its enabling legislation, '_- '-', A~~~ 3.07 The FKAA s Jtl~~ii~e County in its e,ffo~ to obtain funding by providing copies of such documents as the Co'4~fiY needs to support Its Issuance of bonds or to seek Federal and State grants to assist in the tXFnding of all said_wastewater projects. 3.08 The FKAA shall lease from the County the land and infrastructure of the wastewater treatment systems acquired or constructed under this agreement and any amendments hereto. The Lease shall be irrevocable and provide absolute and unconditional authority to the FKAA to establish system development fees, rates, budgets, and rules governing operations in such manner as to be consistent with Section 4.06 of this agreement. The lease tenn shall be ninety- nine (99) years, and renewable for an additional ninety-nine (99) years. The FKAA shall be responsible for the maintenance and operations of the systems leased from the County. The parties understand and agree that the lease to be entered by the parties shall contain covenants, Monroe County/FKAA Draft ILA Sep, 2, 2005 3 305?973516 MONRor COUNTY ATT 165742 0902-2005 4111 warranties, auditing and monitoring provisions consistent with the provisions found in the Interlocal Agreement between the County and the Key Largo Wastewater Treatment District. 3,09 The FKAA, pursuant to requirements of their enabling act, shall ensure that at least two public hearings be held in the area affected before any system development fee, rate or any other user fee is established or increased. All revenues derived from the wastewater systems leased to the FKAA over and above maintenance, operations, customer service, billing, and any direct costs specifically incurred to provide these and any other services shall be used solely for the purposes of the systems leased by the County to the FKAA, such as the payment of debt service and retirement of associated bonds, renewal and replacement funds, andjrate stabilization fund. 3.10 This Agreement shall not apply to wastewater assets hereafter acquired from any other utility. t y'owned by FKAA or 4. COOPERATION IN CARRYING OUT AGRE~~~: 4.01 The County Administrator and the F~". complete the tasks set forth in this agreement: Executive Director and their staffs shall only serve in professional advice to, and other efforts ", carry out the po , e'cessary to pministratorp, the FKAA omarycapaci ty '0 f fact-finding, f, their respective boards. 4.02 All communications and dissemina be through the Offices of the County Admi "Wastewater projects shall ecutive Director. 4.03 The parties reco8ffi# special assessmerits)n ., .- 'ond-financing to be secured by a lease consilt,ni with this agreement in the most secure sites for wastewater treatment plants in remaining tached hereto is Exhibit A setting forth a timetable for 4.06 Neith any action or omit to take necessary action, including action pertaining to ra ill adversely affect the tax-exempt status of County and FKAA bonds, or the resp ," ' s ability to issue bonds under this agreement. Each party will take such action as is re 'Iy requested by'the other party in connection with the issuance of bonds so as to allow t. 'other party to issue such bonds on a tax-exempt basis, including, but not limited to, executing tax certificates. 5. ESTABLISHMENT OF CERTAIN PREREQUISITES FOR EACH PROJECT 5.01 The County and the FKAA shall work together to achieve the following goal: to establish fair and equitable connection fees and user fees to fund the operation and maintenance of wastewater systems. Monroe County/FKAA Draft ILA Sep, 2, 2005 4 30'S/9/3~ -16 MONRO[ COUNTY An 165857 09-02-2005 5i11 5.02 Projects constructed under this agreement shall conform to the Monroe County Sanitary Wastewater Master Plan. 5,03 It is recognized that some outlying areas of the Keys which are not heavily populated may not be feasibly served by a centralized wastewater and sewage system, and that Alternative Wastewater Facilities may be required to be installed to meet the mandate for adequate wastewater treatment in the Florida Keys. All Alternative Wastewater Facilities that may hereafter be constructed and operated within the Service Area of the FKAA shall conform to good utility practices, adequate service to the public, ensure adequate Wastewater Service for the Florida Keys and its citizens. FKAA shall comply with all applicable laws and rules in issuing prior approval for the use, construction, installation, or operation of n ~expanded Alternative Wastewater Facilities. The FKAA shall require and enforce th otits own Wastewater Facilities and facilities leased from County whenever and w they are accessible. Any Alternative Wastewater Facility must provide adequate an ~rvice to the projected territory or development. overnmental agency as defined hased suitable Public Liability, -insured, in amounts adequate 'J rights violations, which s well as any and all claims apter 440, arising out of the 6. INSURANCE AND HOLD HARMLESS: 6.01 The parties to this agreement stipulate that each i by Florida Statutes and represents to other that it h Vehicle Liability, and Workers' Compe to respond to any and all claims under fi are not limited by Florida Statutes Section ',;" ,2 within the limitations of Florida Statutes S"" activities governed by this 1. ,;1"\ ;1tt{~tf 6.02 To the extent ~J1t negligence on the pllrt" indemnify and hold the 0 from all c ds, includin wit out 0 ariSl insu 'tiate ach party s be responsible for any acts, or omissions, of es, agents, coq.'"t~tors, and subcontractors and shall defend, 1~employees, agents and contractors, harmless a sses, costs and expenses of whatever type _ sts and expenses and attorneys' fees and costs - that arise - f such actions or omissions. The purchase of the party's obligations under this paragraph. 6.03 Notwi isions of Sec. 768.28, Florida Statutes, the participation of the County and th,' s Agreement and the acquisition of any commercial liability insurance covera urance coverage, or local government liability insurance pool coverage shall not be C ed a waiver of iinmunity to the extent of liability coverage, nor shall any contract entered iuto by the County be required to contain any provision for waiver. 7. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES: 7.01 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. 7.02 In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and FKAA agree that venue will lie Momoe CountylFKAA Draft ILA Sep. 2. 2005 5 3(5)<)73516 MONROE COUNTY ATT 170007 0902-2005 6 i11 in the appropriate court or before the appropriate administrative body in Monroe County, Florida. 7.03 The County and FKAA agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. 7.04 The County and FKAA agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attprney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the n() ,ailing party, and shall include attorney's fees, courts costs, investigative, and out-of e expenses in appellate proceedings. Mediation proceedings initiated and conducted p 0 this Agreement shall be in accordance with the Florida Rules of Civil Procedure customary procedures required by the circuit court of Monroe County. or the application thereofto any ble to any extent by a court of . ions and provisions of this - h remaininfcovenant, condition and provision of this Agreement shall be valid orceabl,the fullest extent permitted by law unless the enforcement of the remai , g,;;;;, ~s, conditions and provisions of this Agreement would pr accomplis~Jl'fof the 0 al intent of this Agreement. The County and FKAA agr e Agreem~,t to replace any stricken provision with a valid provision that com~~i~:: 'ble to the iIi'''' t ~fthe stricken provision. 8. SEVERABILITY: 10. ovisions of this Agreement shall bind and inure to the their respective legal representatives, successors, and Each party represents,: hd warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and Authority action, as required by law. 11. CLAIMS FOR FEDERAL OR STATE AID: FKAA and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement. Monroe County/FKAA Draft ILA Sep. 2, 2005 6 3052973516 MONRO, COUNTY ATT 17 01 18 09-02-2005 7/11 12. NON-DISCRIMINATION: FKAA and COUNTY agree that there will be no discrimination against any person, and it is expressly understood that upon a detennination 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. FKAA and County 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: I) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 use ss., 1681-1683, and I 685~ 1686), which prohibits discrimination on the basis of sex; 3) Secti - 1~l,of the Rehabilitation Act of 1973, as amended (20 use s_ 794), which prohibits ination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amende ss. 610 1- 6107) which prohibits discrimination on the basis of age; 5) The Drug - - and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimi":~ig!1- .... the ba" drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Preve::#R:~reiitment an _ ilitation Act of 1970 (PL 91-616), as amended, relating to nondis'ffi, ation on the basis ho1 abuse or alcoholism; 7) The Public Health Service Act of),. . 523'1.' . d 527 (42 US .9bdd-3 and 290ee-3), as amended, relating to confidentiality 0 :Jug abuse p _ __ t records; 8) Title VIII of the Civil Rights Act of 1968 (42 U seq\ as amended, relating to nondiscrimination in the sale, rental or ancing ofhousin The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note aybe amende m time to time, relating to nondiscrimination on the basis of dis Monroe Code Ch. 13, Art. VI, prohibiting discrimination on the bases 0 x, relig~. , disability, national origin, ancestry, sexual orientation, gender identitY,d1'al status or age; and 1 I) any other nondiscrimination pI' in any Fed es which may apply to the parties to, or the subject matter ement. 13. all disputes and disagreements shall be attempted to be een representatives of each of the parties. If the issue the",: action of the parties, then any party shall have the right may l5e provided by this Agreement or by Florida law. 13.02 In the e _.~~ny ad "W istrative or legal proceeding is instituted against either party relating to the fo~'~~tj~n',i1e~ecution, perfonnance, or breach of this Agreement, County and '-'.':'ih'1':.o::;~,,-.; FKAA agree to partici~~e: to the extent required by the other party, in all proceedings, hearings, processes, meetings, lPld other activities related to the substance of this Agreement or provision of the services under this Agreement. County and FKAA specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 14. COVENANT OF NO INTEREST: County and FKAA 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 Monroe County/FKAA Draft ILA Sep. 2, 2005 7 30~)<)n516 MONROF COUNTY ATT 170308 0902-2005 8/11 Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 15. CODE OF ETHICS: 15,01 County and the FKAA agree that officers and employees of the County recognize and will be required to comply with the standards of conduct for 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 , mpensation; misuse of public position, conflicting employment or contractual relationshi '(t disclosure or use of certain information. ' act on its behalf any ordinance No. 010- 0.010-1990. 15.02 FKAA warrants that it has not employed, retained or former County officer or employee subject to the prohibit" 1990 or any County officer or employee in violation of: 16. NO SOLICITATION/PAYMENT: The County and FKAA each warran retained any company or person, other or secure this Agreement and that it h corporation, individual, or firm, other than commission, percentage, gift, or other consi or making of this Agreem 17. The Co docu prow conjunctio w and permit reasonable access to, and inspection of, all 'als in its possession or under its control subject to the es, and made or received by the County and FKAA in 18. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County and the FKAA, when performing their respective functions under this Agreement within the territorial limits of the County and the FKAA, respectively, shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the parties, Monroe County/FKAA Draft ILA Sep, 2,2005 8 3052923516 MONROE COUNTY ATT 170425 09-022005 9/11 19. LEGAL OBLIGATIONS AND RESPONSIBILITIES: Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility, Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County or the FKAA, except to the extent permitted by the Florida constitution, state statute, and case law. 20. NON-RELIANCE BY NON-PARTIES: No person or entity shall be entitled to rely upon the terms, Qti. program contemplated hereunder, and the County an nor the FKAA or any agent, officer, or employee counsel, or otherwise indicate that any particul}~ entities, have entitlements or benefits under this A superior to the community in general. Notwithstan __ hereby designate the State of Florida a third party with' parties the provisions hereof. 21. ATTESTATIONS: FKAA and County a reasonably require,~p,n Free Workplace Staiem 22. ein shall be deemed to be a covenant or agreement of mpl ee of either party in his or her individual capacity, and no yee of either party shall be liable personally on this Agreement liability or accountability by reason of the execution of this .i'- 23. EXECUTION IN COUNTERPARTS: This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Monroe CountylFKAA Draft ILA Sep. 2, 2005 9 c,05}c)/3516 MONROE COUNTY ATT 17 05 38 09022005 10111 24. 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. 25. TERM OF AGREEMENT AND TERMINATION: This Agreement shall commence on September 6, 2005, and continue f()r ninety-nine (99) years, or until such time as all leases entered pursuant hereto are tenn!~l~;"."whichever shall first occur, The parties may elect to renew this agreement at the end.' 'its terin, as set forth in the preceding sentence, for a period of ninety-nine (99) years, 26. ASSIGNMENT: Neither party may assign this Agreement or as~: .~. without the approval of the other party, which appro both parties. All the obligations of this Agreem representatives, successors and assigns qfFKAA and the greement 27. COMPLIANCE WITH LAWS: This Agreement shall co Florida, whether in effe 28. Therefore, this 29. less otherwise specified, must be sent by certified mail to the County: " County Administrator 1100 Simonton Street Key West, FL 33040 FKAA: Executive Director 1100 Kennedy Drive Key West, FL 33040 30. FULL UNDERSTANDING: This Agreement is the parties' fmal mutual understanding with respect to any projects constructed in the future. It replaces any earlier agreements or understandings, whether written Monroe CountylFKAA Draft ILA Sep, 2, 2005 10 30579)3516 MONROe COUNTY ATT 170638 09-022005 11 /11 or oral, with respect to any projects constructed in the future. This Agreement calU10t be modified or replaced except in a written amendment duly executed by both parties, 31. EFFECTIVE DATE: This Agreement will take effect on the __ day of ,2005, IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. (SEAL) A TrEST: BOARD OF COUNTY CO / MONROE COUNTY, F ,_: (SEAL)A TrEST: DANNY L. KOLHAGE, CLERK By: By: Deputy Clerk By: Clerk Monroe County/FKAA Draft lLA Sep. 2, 2005 11 .....- ==PFM" _ The PFM Group ',>, " Public Financial Management, Inc. PFM Asset Management LLC PFM Advisors 13350 Metro Parkway Suite 302 Fort Myers, FL 33912-4796 239-939-3009 239-939-1220 fax www.pfm.com September 2, 2005 Memorandum To: From: Re: Tom Willi, County Administrator, Monroe County, Florida Hal Canary, Managing Director, Public Financial Management, Inc. Comments on Interlocal Agreement with FK.AA Brian Armstrong, of Nabors Giblin & Nickerson, asked that Public Financial Management, Inc. ("PFM") review the draft Interlocal Agreement dated September 1, 2005 ("Agreement") in advance of its presentation to the Monroe County ("County") Board of County Commissioners. The Agreement defines the proposed arrangement whereby the County and Florida Keys Aqueduct Authority ("FKAA") will cooperate to develop a comprehensive wastewater treatment system for the unincorporated portion of the Florida Keys ("System"). We understand that the County is aware of the fact that the most efficient means of securing tax exempt bonds for a wastewater treatment system is the pledge of the net revenues of the system. However, due to the separation of the system ownership and system operation, the County has chosen to pledge both the One-Cent Infrastructure Sales Surtax revenues of the County and special assessments to be imposed on the users of the System. Use of the Infrastructure Surtax will limit the County's ability to provide additions and improvements to its governmental facilities and infrastructure for the next fifteen years, while allowing surplus revenues to accumulate on FKAA' s books untouched. With that understanding, PFM has reviewed the Agreement to ensure that the County's ability to issue tax exempt debt backed by the Infrastructure Surtax and special assessments will not be unduly impaired by the terms of the Agreement. Thus PFM offers the following comments. S 2.02 - The $20 million for the Big Coppitt Key system is separate and apart from the $20 million committed to Key Largo Wastewater Treatment District ("KL WTD") and constitutes one major component of the System. For each major component of the System, a calculation of total costs divided by Equivalent Dwelling Units served will be performed to determine what portion of the funding, if any, will be supported by Infrastructure Surtax-backed bonds. S3.06 - Use of State Revolving Loan Funds is not mentioned. Bond counsel should opine as to whether terms of the Agreement present any impediment to obtaining such low cost SRF loans. Prior to the County reaching its Infrastructure Surtax bonding capacity limits, special assessments will have already been assessed up to the lesser of extent necessary to fund the Tom Willi, Monroe County September 2, 2005 Page 2 specific system component or the $4,500 per EDU cap. Thus FKAA will not be allowed to impose special assessments. S3.07 - Federal and State loans should be mentioned as well as grants. S3.08 - Please note that PFM has not seen the Interlocal Agreement between the County and the KL WTD and cannot comment on the suggested lease terms incorporated by reference thereto. S4.03 - PFM has no prior or current knowledge of the $80 million obligation or connection charges. All debt previously discussed is to be secured by Infrastructure Surtax or special assessments. If there is a limit ($4,500/EDU) on the special assessment, which is presumed to pay for the original connection costs, how can connection fees be charged in addition to special assessments? PFM would like to see an analysis of revenue projections for connection fees in order to determine the adequacy of debt capacity to support bond financings of $80 million. S4.05 - The term "remaining lower keys" should be more clearly defined. S4.06 - We perhaps should focus on the County's ability to issue bonds, rather than any "respective party's ability to issue bonds." S5.01 - As connection fees are seldom - or should seldom be - used to support operations and maintenance expenses, connection fees should be deleted or construction should be added. S5.02 - Please note that PFM has not reviewed the Monroe County Sanitary Wastewater Master Plan. S7.03 - This section calls for mediation of conflicting interpretations of the Agreement. Is that consistent with S 13.02 which prohibits involuntary arbitration of this Agreement? Thank you, Tom, for the opportunity to review this Agreement prior to adoption. We look forward to assisting Monroe County in implementing the Agreement and providing a comprehensive wastewater treatment system to the unincorporated portions of the Florida Keys.