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03/23/2016 Agreement I \ AMY HEAVILIN, CPA __J..,K CLERK OF CIRCUIT COURT & COMPTROLLER �\ MONROE COUNTY,FLORIDA DATE: May 31, 2016 TO: Judith Clarke Director of Engineering ATTN.: Breanne Erickson-Engineering FROM: Cheryl Robertson Executive Aide to the Clerk of Court& Comptroller CP.,-- At the March 23, 2016 Board of County Commissioner's meeting the Board granted approval and authorized execution of Item CIO Approval of Interlocal Agreement (ILA) with Florida Keys Aqueduct Authority(FKAA) for the full roadway-width asphalt overlay of Ocean Bay Drive in Key Largo. Enclosed is a duplicate original fully executed on behalf of Monroe County,for your handling. Should you have any questions,please feel free to contact me. CC: County Attorney Finance File V 500 Whitehead Street Suite 101,PO Box 1980,Key West,FL 33040 Phone:305-295-3130 Fax:305-295-3663 3117 Overseas Highway,Marathon,FL 33050 Phone:305-289-6027 Fax:305-289-6025 88820 Overseas Highway,Plantation Key,FL 33070 Phone:852-7145 Fax:305-852-7146 s iy INTERLOCAL AGREEMENT BETWEEN THE FLORIDA KEYS AQUEDUCT AUTHORITY AND MONROE COUNTY, FLORIDA THIS INTERLOCAL AGREEMENT is entered into by and between the Florida Keys Aqueduct Authority (the "Authority") and Monroe 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 76-441, Laws of Florida, as amended; and WHEREAS, Monroe County (County), is a political subdivision of the State of Florida; and WHEREAS, the Authority has contracted with J.A. LaRocco Inc. for water distribution pipeline upgrades within Ocean Bay Drive, Key Largo, Florida. WHEREAS, the Authority and the County desire to enter into an Interlocal Agreement whereby the Authority will provide a full roadway-width asphalt overlay on the roadway Ocean Bay Drive within Key Largo, Florida. 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 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. IlPagc "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 of the nature identified in this Agreement. "County"means Monroe County, Florida. "Contractor" shall mean J.A. LaRocco, Inc. ARTICLE II INTERLOCAL AGREEMENT SECTION 2.01 PURPOSE OF INTERLOCAL AGREEMENT. The purpose of this Agreement is to establish a funding mechanism for the following described project: The Authority shall provide a "Roadway Full Width Asphalt Overlay" and temporary and final striping of the roadway Ocean Bay Drive within Key Largo, Florida which is receiving Authority water distribution upgrades. It is understood and agreed that both Authority and County representatives will participate in a visual inspection prior to the commencement of asphalt overlay operations to determine that all portions of the roadways listed above remain in acceptable condition for paving. Any noted deficiencies will be corrected by Contractor within fifteen (15) calendar days of the inspection date at no cost to Authority. The Authority will specify in its contract with its Contractor that the asphalt overlay will meet all of the applicable requirements imposed by law. Without limiting the generality of the foregoing, the contract will specify that the overlay will meet the requirements of the Monroe County Code of Ordinances, Part I, Chapter 19, Article II in effect at the time of the overlay. The Authority will direct the Contractor to perform the work, and will be responsible for monitoring the progress of the work and final inspection of the work upon completion. The Authority will notify the County at least seven (7) calendar days before commencement of the work, and at least seven days prior to final inspection. The County may have a representative present at the final inspection and approval of the work. The County agrees to reimburse the Authority approximately $83,750.00 (or '/s of total cost) of the estimated $167,500.00 complete asphalt overlay. Approximately 10,700 square yards of 2 IP age asphalt overlay is established in the Authority's contract with Contractor. It is understood and agreed to by the Authority and County that reimbursement for the completed work outlined above will be payable to the Authority within thirty (30) calendar days of receipt by the County of final invoicing by the Authority. ARTICLE III GENERAL PROVISIONS SECTION 3.01 ASSIGNMENT OF RIGHTS UNDER AGREEMENT. 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 3.02 AMENDMENT OF AGREEMENT. This Agreement may be amended only in a writing signed by an Authorized Representative of each of the parties hereto. SECTION 3.03 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 3.04 ATTORNEY'S FEES AND COSTS. The Authority and County 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 attorneys' fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attomey'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 31Page of Civil Procedure and usual and customary procedures required by the Circuit Court of Monroe County. SECTION 3.05 ADJUDICATION OF DISPUTES 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 no resolution can be agreed upon within thirty (30) days after the first meet and confer session, the issue or issues shall be discussed at a joint public meeting of the governing bodies of the parties. If the issue or issues are still not resolved to the satisfaction of both parties, then either shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law; provided, however, the unresolved issue or issues shall be submitted to mediation prior to the institution of any administrative or legal proceeding. SECTION 3.06 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: (I) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (2) Section 504 of the Rehabilitation Act of 1973, as amended (20 U.S.C. s. 794), which prohibits discrimination on the basis of handicap; (3) The Age Discrimination Act of 1975, as amended (42 U.S.C. ss. 6101-6107), which prohibits discrimination on the basis of age; (4) The Drug Abuse Office And Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (5) The Comprehensive Alcohol Abuse And Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; (6) The Public Health Service Act of 1912, ss. 523 and 527, (42 U.S.C. 290 dd-3 and 290 ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (7) The Americans With Disabilities Act of 1990 (42 U.S.C. s. 1201 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; (8) The Florida Civil Rights Act of 1992, (Chapter 760, Florida Statutes, and Section 509.092, Florida Statutes), as may be amended from time to time, relating to nondiscrimination; and (9) any other nondiscrimination 4 I P a g e provisions in any federal or state statutes or local ordinances which may apply to the parties to, or the subject matter of,this Agreement. SECTION 3.07 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 3.08 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 3.09 CODE OF ETHICS. The parties 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 3.10 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, the 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. 51Page SECTION 3.11 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 3.12 NON-WAIVER OF IMMUNITY. 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 3.13 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 3.14 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 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 3.15 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 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. 6Page SECTION 3.16 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 3.17 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 Monroe County, Florida. ARTICLE IV EXECUTION OF AGREEMENT SECTION 4.01 COUNTERPARTS. This Agreement shall be executed in three 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 4.02 SUPERSEDES OTHER AGREEMENTS. The parties agree that this Agreement represents their mutual agreement and replaces and supersedes any prior agreements, 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 Authority's Executive Director and the County's Mayor. AUTHORITY Board Approved: FLORIDA KEYS AQUEDUCT AUTHORITY • ATTEST: By: /x �., Xck- C`YV Kirk C. Z xecu[ive Director • MONROE COUNTY 7rPage %d At)cBy: Heather C thers, ayor 1 Ai 313rRr Received YIJulim CR . 81Page