3. 07/15/2015 Agreement •
INTERLOCAL AGREEMENT
T IS INTERLOCAL AGREEMENT(Agreement) is entered into as of this C44- day of
2015, between Monroe County, a political subdivision of the State of Florida
(C T and the City of Key Colony Beach, a municipal corporation organized and existing
under the laws of the State of Florida(CITY).
WITNESSETH:
WHEREAS, the COUNTY routinely uses State Boating Improvement Funds (BIF) for
recreational boating access related projects within the various municipalities; and
WHEREAS, the CITY is requesting that the COUNTY provide reimbursement funding
in the amount of$5,896 from BIF for costs to be incurred during FY'16 for regulatory buoy and
signage replacement; and
WHEREAS,the above expenditures are qualified expenditures from the State BIF; and
WHEREAS, at the May 20, 2015 BOCC meeting the Monroe County Board of County
Commissioners approved the selection of the BIF funding request submitted by the CITY and
directed staff to prepare an Agreement;
NOW THEREFORE, in consideration of the mutual promises and covenants herein
contained, it is agreed between the COUNTY and the CITY as follows:
Section 1. Payment. The COUNTY agrees to reimburse the CITY for services
performed and costs incurred in FY'16 as follows:
1.1 The foregoing recitals are true and correct and are incorporated herein by
reference.
1.2 Payment in an amount not to exceed $5,896 for regulatory buoy and signage
replacement.
1.3 To receive payment, the CITY shall submit all requests for payment and
applicable invoices to the Senior Administrator of the COUNTY's Marine
Resources Office by September 1, 2016. The invoices must describe the
services performed, together with proof that payment has been made to the
CITY'S contractor(s). All documentation shall be forwarded to the County
Clerk for payment. Any other documentation requested by the Clerk shall be
provided.
1.4 By submitting a request for payment the CITY represents that it has complied
with all of its purchasing requirements.
1.5 Funding of this Agreement is contingent upon an annual appropriation by the
COUNTY.
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Section 2. Term.
2.1 This Agreement shall become effective upon execution by both parties.
2.2 If such Notice of Termination as specified in Section 3 is given,this Agreement
shall terminate within five(5)days thereof.
Section 3. Termination and Default.
3.1 In the event of any failure of compliance by either party hereto with any of
its material obligations to the other party as provided for herein such action
shall constitute a default under this Agreement?
3.2 Upon any such default, the non-defaulting party shall provide to the
defaulting party a written Notice of such default, which Notice (Default
Notice) shall state in reasonable detail the actions the defaulting party must
take to cure the same.
.3 The defaulting party shall cure any such default,within 30 days following the
date of the Default Notice.
3.4 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 right to exercise its termination rights granted herein as a result of any
such default, if the defaulting party commences cure within the applicable
cure period and thereafter diligently pursues cure to completion of
performance.
3.5 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.
3.6 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.
Section 4. Indemnification.
4.1 To the extent permitted by law and subject to the provisions and monetary
limitations of Section 768.28, Florida Statutes, the CITY, to the extent of the
COUNTY'S potential liability pursuant to section 768.28, Florida Statutes,
does hereby agree to defend, indemnify and hold the COUNTY, its officers,
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agents, or employees, harmless from and against any and all liability,
damages, costs or expenses (including reasonable attorneys' fees, costs, and
expenses at both the trial and appellate levels) arising from the acts or
omissions of the CITY or any third party vendor contracted by the CITY in
connection with this Agreement.
Section 5. Notices.
5.1 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 Building
1100 Simonton Street
—..._ ._ . .. . Key West Florida 33040. _. _ . _
With a copy to: Bob Hollinger,Esq.
Monroe County Attorneys Office
P.O. Box 1026
Key West,Florida 33041-1026
If to City: Jerry Ellis
Mayor
City of Key Colony Beach
P.O.Box 510141
Key Colony Beach,FL 33051
With a copy to: Thomas D. Wright
City Attorney
P.O.Box 500309
Marathon,FL 33050
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 delivery service.
Section 6. Regulatory Powers.
6.1 Nothing contained herein shall be construed as waiving either party's
regulatory approval or enforcement rights or obligations as it may relate to
regulations of general applicability,which may govern the Agreement.
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6.2 Nothing herein shall be deemed to create an affirmative duty of either party
to abrogate its sovereign right to exercise its police powers and governmental
powers by approving or disapproving or taking any other action in
accordance with ordinances, rules and regulations, federal laws and
regulations and state laws and regulations.
Section 7.'Attorneys Fees and Waiver of Jury Trial.
7.1. In the event of any litigation arising out of this Agreement, the prevailing
party shall be entitled to recover its attorneys' fees and costs, including the
fee and expenses of any paralegals, law clerks and legal assistants, and
including fees and expenses charged for representation at both the trial and
appellate levels.
7.2 In the event of any litigation arising out of this Agreement, each party hereby
knowingly, irrevocably, voluntarily and intentionally waives its right to trial
by jury.
Section 8. Governing Law.
8.1 This Agreement shall be construed in accordance with and governed by the
laws of the State of Florida. Exclusive venue for any litigation or mediation
arising out of this Agreement shall be in the 16th Judicial Circuit in and for
Monroe County,Florida. This Agreement is not subject to arbitration.
Section 9. Entire Agreement/Modification/Amendment.
9.1 This writing contains the entire Agreement of the parties and supersedes any
prior oral or written representations. No representations were made or relied
upon by either party, other than those that are expressly set forth herein.
9.2 No agent, employee, or other representative of either party is empowered to
modify or amend the terms of this Agreement, unless executed with the same
formality as this document.
Section 10. Access to Records and Audits.
10.1 CITY shall keep such records as are necessary to document the performance
of the Agreement and expenses as incurred, and give access to these records
at the request of COUNTY, the State of Florida, the Federal Government, or
authorized agents and representatives of said government bodies. CITY
shall also provide access to the personal property reports, permits, and
equipment purchased or utilized under this Agreement. It is the responsibility
of CITY to maintain appropriate records in accordance with generally
accepted accounting principles consistently applied to insure a proper
accounting of all funds and expenditures. Records shall be kept for a period
of five (5) years following execution of this Agreement. CITY understands
that it shall be responsible for repayment of any and all audit exceptions
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which are identified by the Auditor General for the State of Florida, the Clerk
of Court for Monroe County, the Board of County Commissioners for
Monroe County, or their agents and representatives. COUNTY shall bill
CITY for the amount of the audit exception and CITY shall promptly repay
any audit exception. However, COUNTY warrants and represents that it has
full authority to fund the Project under the terms and conditions specified
herein. The COUNTY and CITY shall 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 CITY in
conjunction with this Agreement; and the COUNTY shall have the right to
unilaterally cancel this Agreement upon violation of this provision by CITY.
10.2 The COUNTY may cancel this Agreement for refusal by the CITY, or the
CITY's subcontractor, to allow access by the County Administrator or his
designee to any Records pertaining to work performed under this Agreement
that are subject to the provisions of Chapter 119, Florida Statutes.
10.3 The term Records shall refer to any documents, books, data(electronic or hard
copy), papers and financial records that result from the CITY or its
subcontractors performance of the Services provided in this Agreement.
10.4 If the inspection or audit discloses that COUNTY funds paid to the CITY
under this Agreement were used for a purpose not authorized by this
Agreement, then the CITY must refund the funds improperly spent with
interest calculated pursuant to Section 55.03, Florida Statutes, with interest
running from the date the COUNTY paid the improperly spent funds to the
CITY. This paragraph will survive the termination of this Agreement.
Section 11. No assignability.
11.1 This Agreement shall not be assignable by either party unless such assignment
is first approved by both parties.
Section 12. Severability.
12.1 If any term or provision of this Agreement shall to any extent be held invalid
or unenforceable, the remainder of this Agreement shall not be affected
thereby, and each remaining term and provision of this Agreement shall be
valid and be enforceable to the fullest extent permitted by law.
Section 13. Independent Contractor.
13.1 The CITY and its employees, volunteers, agents, vendors and subcontractors
shall be and remain independent contractor and not agents or employees of
the COUNTY with respect to all of the acts and services performed by and
under the terms of this Agreement. This Agreement shall not in any way be
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construed to create a partnership, association or any other kind of joint
undertaking, enterprise or venture betweenthe parties.
Section 14. Waiver.
14..1 The failure of either party to this Agreement to object to or to take affirmative
action with respect to any conduct of the other which is in violation of the
terms of this Agreement shall not be construed as a waiver of the violation or
breach, or of any future violation, breach or wrongful conduct.
Section 15. Funding.
15.1 The parties agree that the COUNTY's responsibility under this Agreement is
to provide funding only.
Section 16. Survival of Provisions.
16.1 Any terms or conditions of either this Agreement that require acts beyond the
date of the term of the Agreement, shall survive termination"of the Agreement,
shall remain in full force and effect unless and until the terms or conditions
are completed and shall be fully enforceable by either party.
Section 17. Counterparts.
17.1 This Agreement may be executed in several counterparts, each of which shall
be deemed an original and such counterparts shall constitute one and the
same instrument.
Section 18. Paragraph Headings.
18.1 . Paragraph headings, where used herein, are included' for convenience only
and are not intended to descriptively limit the scope and intent of the
particular paragraph to which the refer.
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IN WITNESS WHEREOF, the parties hereto have executed this agreement below.
BOARD OF COUNTY COMMISSIONERS
MONROE COUNTY, FLORIDA
BY:
Danny L. Koffiege, Mayor
491' Ck‘
: MY HEAVILIN, CLERK
,t;:f:;;`;1,
- J A/ !�I 1 APPROVED AS TO FORM AND
Dep a Clerk LEGAL SUF ICIENCY
FpMMs' ,N
COUNTY A�OREY Assistant CounI Attorney
MONROE y
APPROVED AS TO FORM
PETER MOR ILNRNEY KEY COLONY BEACH,FLORIDA
ASSISTANT COON Ai
Date:
Jerry llis, Mayor. _Dat
ATTEST:
Q514.441447 .
- Cathyninger
_ City Clerk a -11
`r r=
(City Seal) rT1 c
,5. -71
APPROVED AS TO FORM AND LEGALITY FOR THE USE w
AND LIANCE OF CITY OF KEY COLONY BEACH, FLORIDA ONLY: ,,
Thomas D. Wright
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