HomeMy WebLinkAboutTohopekaliga Water Authority and Coalition Partners (PARTIAL) MOA 2024 06 24MEMORANDUM OF AGREEMENT BETWEEN COALITION PARTNERS
THIS MEMORANDUM OF AGREEMENT ("Agreement") is dated as of the
20 , by and between SEMINOLE COUNTY, a charter county and
political subdivision of the State of Florida ("Seminole County"), OSCEOLA COUNTY, a
charter county and political subdivision of the State of Florida ("Osceola County"), ORANGE
COUNTY, a charter county and political subdivision of the State of Florida ("Orange County"),
CITY OF ORLANDO, a municipal corporation of the State of Florida ("City of Orlando"), CITY
OF ALTAMONTE SPRINGS, a municipal corporation of the State of Florida ("City of
Altamonte Springs"), CITY OF WINTER SPRINGS, a municipal corporation of the State of
Florida ("City of Winter Springs"), CITY OF OVIEDO, a municipal corporation of the State of
Florida ("City of Oviedo"), and TOHOPEKALIGA WATER AUTHORITY, an independent
special district of the State of Florida ("Toho Water Authority") (collectively referred to in this
Agreement as "Parties"; individually, "Party").
WITNESSETH:
WHEREAS, Section 163.01, Florida Statutes, as may be amended, authorizes public
agencies to enter into agreements with other public agencies to serve a public purpose; and
WHEREAS, the United States Environmental Protection Agency ("EPA") provides
financiaI assistance through the Climate Pollution Reduction Grant ("CPRG") to states, local
governments, tribes, and territories to develop and implement ambitious plans for reducing
greenhouse gas emissions and other harmful air pollution; and
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WHEREAS, Seminole County, as the lead applicant and on behalf of the Parties, has
submitted an application, including letters of intent or letters of support from the Parties, to the
EPA for the CPRG; and
WHEREAS, if awarded, Seminole County will receive grant funds from the EPA for an
approximate amount of ONE HUNDRED SEVENTY-FOUR MILLION EIGHT HUNDRED
THIRTY-SEVEN THOUSAND TWO HUNDRED FIFTY-TWO AND NO/100 DOLLARS
($174,837,252.00) for the Central Florida Waste to Energy Initiative ("CFWEI"), which will result
in a regional wastewater biosolids to renewable natural gas processing facility ("Facility") that will
benefit the Parties and the community at large ("Project"); and
WHEREAS, prior to an award of the CPRG, EPA requires all members of a coalition to
submit a signed Agreement by July 1, 2024, outlining the elements specified by the EPA in its
Appendix E —Guidelines for a Memorandum of Agreement for a Coalition.
NOW, THEREFORE, for and in consideration of the promises, mutual covenants and
agreements contained in this Agreement by and between the Parties and for the mutual benefit of
the Parties, the Parties agree as follows:
Section 1. Recitals. The foregoing recitals are true and correct and form a material part
of the Agreement upon which the Parties have relied and are incorporated in this Agreement.
Section 2. Term. The effective date of this Agreement is the date the last Party executes
this Agreement, and expires on July 1, 2030 ("Term"), unless terminated earlier in accordance
with this Agreement.
Section 3. Climate Pollution Reduction Grant.
(a) If the EPA awards Seminole County the CPRG, the Parties have agreed to
implement and contribute resources for a regional project to reduce greenhouse gas emissions and
other harmful air pollution for local communities, as further specified in Exhibit A —Project
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Description and Proposed Operating Model, attached to and incorporated in this Agreement. To
further the Parties' intent in accomplishing the Project, the Parties are committed to fulfilling roles
and responsibilities, as further specified in Exhibit B —Roles, Responsibilities, Commitments, and
Benefits, attached to and incorporated in this Agreement.
(b) As lead applicant, Seminole County will be accountable to the EPA and is fully
responsible for effectively carrying out the scope of work for the Project in accordance with this
Agreement. Seminole County will ensure appropriate financial accounting is completed for proper
financial management of the CPRG. All Parties agree to work in good faith to accomplish the
objectives set forth in this Agreement and the CPRG. To this end, each Party agrees to contribute
to the Project by the appointment of a representative to form a newly established CFWEI Advisory
Board, which will provide advice and guidance related to the planning and implementation
process, including advising on the negotiation in contracts for the Project. This CFWEI Advisory
Board will be subject to Florida's Sunshine Law, Section 286.011, Florida Statutes. Each Party
should attempt to appoint a representative experienced in biosolids, waste, or wastewater.
(c) The Parties' performance under this Agreement is contingent upon an appropriation
by the Federal government and is subject to grant conditions that may require modification of this
Agreement.
Section 4. Sovereign Immunity. To the fullest extent permitted by law, each Party is
solely and frilly liable for the acts and omissions of its elected officials, officers, employees, and
agents. Nothing in this Agreement may be construed as a waiver by any Party of its sovereign
immunity. Nothing in this Agreement may be construed as consent to be sued by third parties in
any matter arising out of this Agreement nor denying any Parry any remedy or defense available
under the laws of the State of Florida.
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Section 5. Termination. Each Party may terminate their participation in this Agreement
without further obligation to the other Parties by providing thirty (30) days prior written notice to
all the Parties in accordance with the "Notice" Section of this Agreement. The termination of
participation in this Agreement by a Party will not serve as a termination of the participation in the
Agreement by the remaining Parties.
Section 6. Employee Status. Persons employed by any Party in the performance of this
Agreement are deemed not to be the employees or agents of any other Party, nor do these
employees have any claims to pensions, workers' compensation, unemployment compensation,
civil service, or other employee rights or privileges granted to any other Party's employees or
agents either by operation of law or by any Party.
Section 7. Notice. Any notice delivered with respect to this Agreement must be in writing
and will be deemed to be delivered (whether or not actually received) when e-mailed, and one of
the following: (i) hand -delivered to the persons designated below, or (ii) five (5) business days after
deposit in the United States Mail, postage prepaid, certified mail, return -receipt requested,
addressed to the person at the address for the Party as set forth below, or such other address or to
such other person as the Party may have specified by written notice to the other Parties delivered
according with this "Notice" Section:
As to Seminole County:
Attention: Johnny Edwards, Interim Utilities Director
Seminole County
500 West Lake Mary Boulevard
Sanford, Florida 32773
E-mail: wedwardsgseminolecount�gov
With a Copy to:
Attention: John Slot, Chief Technology Officer, Administrator for Sustainability and
Adaptability
Seminole County
1101 E. lst Street
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Sanford, Florida 32771
E-mail: islot a,seminolecountyfl.gov
As to Osceola County.
Attention: Don Fisher, County Manager
Osceola County
1 Courthouse Square
Kissimmee, Florida 34741
Email: Don.Fisher(a�osceola.org
As to Orange County:
Attention: Ed Torres, M.S. P.E., LEED AP, Director, Orange County Utilities
Orange County
9150 Curry Ford Road
Orlando, Florida 32825-7600
E-mail: ed.toffes@ocfl.net
As to City of Orlando:
Attention: Corey Knight, P.E., Public Works Director
City of Orlando
400 South Orange Avenue
Orlando, Florida 32801
Corey.Kni hit a,cityouforlando.net
As to City of Altamonte Springs:
Attention: Franklin W. Martz II, City Manager
City of Altamonte Springs
225 Newburyport Avenue
Altamonte Springs, Florida 32701
E-mail: FWMartzgAltamonte.org
With a Copy to:
Attention: Bruce Doig, P.E., LEED-AP, Director of Public Worlcs
City of Altamonte Springs
950 Calabria Drive
Altamonte Springs, Florida 32714
E-email: BDoig@altamonte.org
As to City of Winter Springs:
Attention: Kevin McCann, Mayor
City of Winter Springs
1126 E. SR 434
Winter Springs, Florida 32708
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E-mail: lcnccann@wintersprin sg fl.org
As to City of Oviedo:
Attention: Bryan Cobb, City Manager
City of Oviedo
400 Alexandria Boulevard
Oviedo, FL 32765
E-mail: bcobb@cityofoviedo.net
As to Toho Water Authority:
Attention: Todd P. Swingle, CEO
Toho Water Authority
951 Martin Luther King Boulevard
Kissimmee, FL 34741
E-mail: tswingle@tohowater.com
Section 8. Parties Bound. This Agreement is binding upon and inures to the benefit of
the Parties, and their successors and permitted assigns.
Section 9. Assignment. This Agreement may not be assigned by any Party without the
prior written approval of all the Parties.
Section 10. Conflict of Interest. The Parties shall not engage in any action that would
create a conflict of interest in the performance of its obligations pursuant to this Agreement with
any other Party or that would violate or cause third parties to violate the provisions of Part III,
Chapter 112, Florida Statutes, as may be amended, relating to ethics in government.
Notwithstanding the foregoing, the Parties are not prohibited from entering into other
arrangements for biosolids management.
Section 11. Dispute Resolution.
(a) In the event of a dispute related to this Agreement, the Parties shall informally meet
to resolve such dispute prior to filing a lawsuit or otherwise pursuing legal remedies.
(b) In the event an informal meeting does not resolve the dispute, a Party to this
Agreement may notify the other Parties in writing that it wishes to commence formal dispute
Memoi�ndum of Agreement Between Coalition Partners
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resolution with respect to any unresolved dispute under this Agreement. The Parties agree to
submit the dispute to a Florida Certified Circuit Court Civil Mediator for mediation, within sixty
(60) days following the date of this notice. In the event that any dispute cannot be resolved by
mediation, the dispute maybe filed in accordance with Section 14 ("Governing Law, Jurisdiction,
and Venue"). The Parties further agree that any such action will be tried before the Court, and the
Parties hereby waive the right to jury trial as to such action.
(c) Notwithstanding the preceding, court action maybe commenced by a Party without
first attempting to resolve the dispute informally or through mediation as provided above, if
deemed appropriate by a Party to avoid the expiration of an applicable limitations period, seek an
injunction to prevent imminent harm, or to preserve a superior position with respect to other
creditors.
Section 12. Reports. Each Party agrees to promptly provide updates, information, and
reports when requested by the EPA or by another Party to provide the public with transparency.
Section 13. Equal Opportunity Employment. The Parties shall not discriminate against
any employee or applicant for employment for work under this Agreement because of race, color,
religion, sex, age, disability, sexual orientation, gender identity or national origin. The Parties shall
take steps to ensure that applicants for employment, and employees are treated equally dtuing
employment, without regard to race, color, religion, sex, age, disability, sexual orientation, gender
identity or national origin. Equal treatment includes, but is not limited to, the following:
employment; upgrading, demotion or transfer; recruitment advertising; layoff or termination; rates
of pay or other forms of compensation; and selection for training, including apprenticeship.
Section 14. Governing Law, Jurisdiction, Venue, Attorneys' Fees and Costs. The laws
of the State of Florida govern the validity, enforcement, and interpretation of this Agreement. The
sole jurisdiction and venue for any legal action in connection with this Agreement will be, if in
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Page 7 of 17
state court, in a court of competent jurisdiction located in Seminole County, Florida, or, if in federal
court, the Florida Middle District, Orlando Division, The Parties shall each bear their own costs,
experts' fees, consultants' fees, attorneys' fees, paralegals' fees and other fees at all administrative,
pretrial, trial and appellate levels incurred in connection with this Agreement and any litigation or
appeals arising either directly or indirectly from this Agreement.
Section 15. Compliance with Laws and Regulations. The Parties must abide by all
statutes, codes, ordinances, rules, regulations, executive orders, and guidance pertaining to or
regulating the provision of this Agreement.
Section 16. Entire Agreement.
(a) It is understood and agreed that the entire agreement of the Parties is contained in
this Agreement, which supersedes all oral agreements, negotiations, and previous agreements
between the Parties relating to the subject matter of this Agreement.
(b) Any alterations, amendments, deletions, or waivers of the provisions of this
Agreement will be valid only when expressed in writing and duly signed by the Parties, except as
otherwise specifically provided in this Agreement.
Section 17. Severability. If any term or provision of this Agreement is held to be invalid,
illegal, or unenforceable, the remainder of this Agreement will not be affected, and each remaining
term and provision of this Agreement will be valid and enforceable to the fullest extent permitted
Section 18. Counterparts. This Agreement may be executed in any number of
counterparts each of which, when executed and delivered, constitutes an original, but all
counterparts together constitute one and the same instrument.
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Section 19. Headings and Captions. All headings and captions contained in this
Agreement are provided for convenience only, do not constitute a part of this Agreement, and may
not be used to define, describe, interpret, or construe any provision of this Agreement.
Section 20. No Third -Party Beneficiaries. Thi$Agreement is entered into solely
between the Parties and may be enforced only by the Parties. Nothing in this Agreement confers
upon any person other than the Parties and their• respective successors or assigns, any rights,
remedies, obligations, or liabilities whatsoever.
Section 21. Authority. By signing below, the signatory acknowledges that they are
officially authorized to sign this Agreement on behalf of their respective Parry.
IN WITNESS WHEREOF, the Parties have made and executed this Agreement for the
purposes stated above.
[Signatures and attestations on the following pages)
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ATTEST:
Ur
CHRISTIAN GOWAN, City Cleric
APPROVED AS TO FORM:
CITY OF WINTER SPRINGS
mcBy:
KEVIN MCCANN, Mayor
Date: �
Q'
V
Anthony A. Garganese, City Attorney
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