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10/19/2016 AgreementAMY REAVILIN, CPA CLERK OF CIRCUIT COURT &COMPTROLLER xaxnoE couxtr, FLORIDA DATE: November 21, 2016 TO: Doug Sposito, Director Project Management ATTN: Ray Sanders FROM: Cheryl Robertson Executive Aide to the Clerk of Court & Comptroller a-, At the October 19, 2016 Board of County Commissioner's meeting the Board granted approval and execution of the following Item C25 Approval of Interlocal Agreement (ILA) between Florida Keys Aqueduct Authority (FKAA) and Monroe County for use of the Freeman Justice Center secured south parking lot parcel that is owned and operated by FKAA for the placement of the County's Chillers. Enclosed is a duplicate original of the above -mentioned for your handling. Should you have any questions, please feel free to contact our office. cc: County Attorney Financ File 500 Whitehead Street Suite 101, PO Box 1980, Key West FL 33040 Phone: 305-295-3130 Fax: 305-295-3663 3117Overseas 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 INTERLOCAL AGREEMENT BETWEEN MONROE COUNTY AND FLORIDA KEYS AQUEDUCT AUTHORITY FOR USE OF THE FREEMAN JUSTICE CENTER SECURED SOUTH PARKING LOT I? THIS INTERLOCAL AGREEMENT is entered into this day of i< 2016, pursuant to Section 163.01, F.S., by and between Monroe County, a political subdivision of the State of Florida, (the "County"), and the Florida Keys Aqueduct Authority, an independent special district of the State of Florida, (the "FKAA"). WHEREAS, the County is authorized by Section 125.01(1)(c), F.S., to provide and maintain County buildings and facilities; and WHEREAS, the FKAA was created in 1976 by the Legislature of the State of Florida, Chapter 76-441, Laws of Florida, as amended from time to time, for purposes of obtaining, supplying, and distributing an adequate supply of water to the Florida Keys, and to purchase, construct, acquire, operate, manage and control wastewater systems; and WHEREAS, the County and the FKAA are authorized to enter into this Agreement and implement its provisions pursuant to Section 163.01, F.S., as amended, which permits local government units to make the most efficient use of their powers by enabling them to cooperate with each other for mutual advantage and to provide services and facilities in a manner and pursuant to forms of governmental organization that accords best with geographic, economic, and other factors influencing the needs and development of local communities; and WHEREAS, the FKAA is the owner and operator of a secured parking lot parcel located adjacent to and south of the Freeman Justice Center in Jackson Square, Key West, identified as "Parcel A" in the legal sketch and description attached hereto as Exhibit "A"; and WHEREAS, "Parcel A" has sufficient capacity for permanent placement of the County's proposed Jefferson Brown Cooling Tower and Chiller Station ("Chiller Station") which will provide cooling services and a covered parking area for the buildings and facilities at the entire Government Center; and WHEREAS, the County and the FKAA staff and legal counsel have reviewed the conceptual plans, drawings, and renditions of the proposed Chiller Station and covered parking area, and each have approved of the County's use of the "Parcel A" location for the installation of the Chiller Station, for which the County has appropriated the necessary funding; and WHEREAS, the County shall be responsible for the ownership, control, maintenance, and operation of the Chiller Station; and 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 County and the FKAA hereby agree, stipulate, and covenant as follows: PURPOSE OF INTERLOCAL AGREEMENT. The purpose of this Agreement is to establish the County's permission to utilize a portion of the FKAA's parking lot "Parcel A" for ILA FOR COUNTY'S CHILLER STATION LOCATED AT FREEMAN JUSTICE CENTER SECURED PARKING LOT Page 1 installation and operation of the County's Chiller Station. TERM OF INTERLOCAL AGREEMENT. The term of this Agreement shall be for ninety- nine (99) years from the date of final execution, or until such time as the parties otherwise agree by a fully executed amendment to this Agreement. PROJECT AND FACILITY. The County shall be responsible for the administration, design, planning, development, installation, construction, implementation, ownership, control, maintenance, and operation of the Chiller Station. During the term of this Agreement the County shall provide three (3) parking spaces for FKAA either in the area that the County is demolishing adjacent to Parcel A or in its main parking area across Thomas Street. RELATIONSHIP OF PARTIES. The FKAA is an independent special district of the State of Florida and not an agent, contractor, or servant of the County. The FKAA shall have no authority whatsoever to act on behalf of or as agent of the County in any promise, agreement or representation other than as specifically provided for in this Agreement. The County shall have no authority whatsoever to act on behalf of or as agent of the FKAA in any promise, agreement or representation other than as specifically provided for in this Agreement. The FKAA shall have no obligation to the County with respect to the County's Chiller Station other than as specifically provided for in this Agreement. The County shall at no time be legally responsible for any negligence on the part of the FKAA, its employees, agents or contractors resulting in either bodily or personal injury or property damage to any individual, property or corporation. The FKAA shall at no time be legally responsible for any negligence on the part of the County, its employees, agents or contractors resulting in either bodily or personal injury or property damage to any individual, property or corporation. WARRANTIES, REPRESENTATIONS, AND COVENANTS. The FKAA and the County warrant, represent, and covenant that: (a) They have the full power to enter into this Agreement and to comply with the provisions hereof. (b) The FKAA is the owner of the parking lot "Parcel A" that is the subject of this Agreement. (c) The County is the owner of the proposed Chiller Station. INSURANCE. The parties to this Agreement stipulate that each is a state governmental agency as defined by Florida Statutes. To the extent allowed by law, each party shall be responsible for any acts, or omissions, of negligence on the part of its own 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, that arise out of or are attributable to arising out of such actions or omissions as it relates to and in connection with the terms and provisions of this Agreement and the parties herein. The parties agree to keep in full force and effect the required insurance coverage during the term of this Agreement. If the insurance policies originally purchased which meet the requirements of this lease Agreement are canceled, terminated or reduced in coverage, then the parties must immediately substitute complying policies so that no gap in coverage occurs. HOLD HARMLESS. To the extent allowed by law, the parties are liable for and must fully defend, release, discharge, indemnify and hold harmless the other, its members, elected officials, officers, employees, agents and contractors, from and against any and all claims, demands, causes of action, losses, costs and expenses of whatever type that arise out of or are ILA FOR COUNTY'S CHILLER STATION LOCATED AT FREEMAN JUSTICE CENTER SECURED PARKING LOT Page 2 attributable to their own operations, omissions, or acts of negligence in connection with this Agreement. The County's and the FKAA's purchase of the insurance required under this Agreement does not release or vitiate their obligations under this paragraph. The County and the FKAA do not waive any of its sovereign immunity rights including but not limited to those expressed in Section 768.28, F.S. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. The County and the 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 no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. 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. 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, 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. 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. FLORIDA CODE OF ETHICS. The parties agree that their officers and employees will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, F.S., 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. NO SOLICITATION/PAYMENT. The County and the FKAA 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 parties agree that they 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. NON -WAIVER OF IMMUNITY. Notwithstanding the provisions of Section 786.28, F.S., 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 ILA FOR COUNTY'S CHILLER STATION LOCATED AT FREEMAN JUSTICE CENTER SECURED PARKING LOT Page 3 coverage, nor shall any contract entered into by the County or the FKAA be required to contain any provision for waiver. 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 or the FKAA, when performing their respective functions under this Agreement within the territorial limits of the County 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 County. LEGAL OBLIGATIONS AND RESPONSIBILITIES. 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 either party, except to the extent permitted by law. 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 or for the purposes contemplated in this Agreement. 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 singing any such counterpart. TERMINATION. This Agreement may be terminated by either party due to a breach of any provisions of this Agreement if, after written notice of the breach is delivered to the other party, the other party does not cure the breach within ten (10) days following delivery of notice of breach. The parties may terminate this Agreement upon giving sixty (60) days prior written notice to the other party. Any waiver of any breach of covenants herein contained shall not be deemed to be a continuing waiver and shall not operate to bar either party from declaring a forfeiture for any succeeding breach either of the same conditions or covenants or otherwise. Termination of this Agreement for this project shall have no effect on any other agreement between the County and the FKAA. ASSIGNMENT. Neither the FKAA 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. All of the obligations of this Agreement will extend to and bind the legal ILA FOR COUNTY'S CHILLER STATION LOCATED AT FREEMAN JUSTICE CENTER SECURED PARKING LOT Page 4 representatives, successors and assigns of the FKAA and the County. AMENDMENT OF AGREEMENT. This Agreement may be amended only in a writing signed by an Authorized Representative of each of the parties hereto. NOTICES. Notices in this Agreement, unless otherwise specified, must be sent by certified mail to the following: For the County: For FKAA: Mr. Roman Gastesi, County Administrator Mr. Kirk Zuelch, Executiv irecto — -rw-- Monroe County Florida Keys Aqueduct Auj69nty - rri c 1100 Simonton St. 1100 Kennedy Drive N Key West, FL 33040 Key West, FL 33040 mac-: MONROE COUNTY- ATTORNEY;-ri For the County: APPROVED ASM FORM -2 County Attorney's Office v 1111 12`h Street 4ch Floor, Suite 408 RIS AMBROSIO Key West, FL 33040 ASSI ANT OUN ATTORNEY Date. FULL UNDERSTANDING. This Agreement constitutes the parties' final mutual understanding. It replaces any earlier agreements or understandings, whether written or oral. This Agreement cannot be modified or replaced except by another written and signed agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on their behalf by the FKAA Executive Director and the County Mayor. M. (SEAL) ATTEST: Clerk Clerk FKAA Board Approved: 1 BOARD OF COU TY COMMISSIONERS OF MONROE C)FLORIDA By: May r Date: 11Q 1 //u THE FLORIDA KEYS AQUEDUCT AUTHORITY By: _ . 0 CL-00 Kirk C. e , Executive irector Date: 9 ak'' ,/�; ILA FOR COUNTY'S CHILLER STATION LOCATED AT FREEMAN JUSTICE CENTER SECURED PARKING LOT Page 5 Sketch & Description Portion of JACKSON SQUARE (Described in Deed Book G-64, Page 78) CITY OF KEY WEST SURVEYOR'S REPORT: 1. Reproductions of this Sketch are not valid without the signature and the original raised seal of a Florida licensed surveyor and mapper. 2. No Title Opinion or Abstract to the subject property has been provided. It is possible that there are Deeds, Easements, or other instruments (recorded or unrecorded) which may affect the subject property. No search of the Public Records has been made by the Surveyor. 3. The land description of the Parent Tract shown hereon is in accordance with the deed described in Deed Book G-64, Page 78, recorded in the Public Records of Monroe County, Florida. 4. The legal description of Parcel A was prepared by the surveyor. 5. No underground improvements were located. 6. Bearings shown hereon are assumed with the northeasterly right—of—way line of Thomas Street having a bearing of N 34'10'26" W. 7. Data shown hereon was compiled from instrument(s) of record and does not constitute a boundary survey. 8. This map is intended to be displayed at a scale of 1"=20' (1:240). 9. Abbreviation Legend: Centerline; L.B.= Licensed Business; M.C.R.= Monroe County Records; P= Per Record Plat; P.B. = Plat Book; PG. = Page; P.L.S. = Professional Land Surveyor; P.O.B. = Point of Beginning; P.O.C. = Point of Commencement; P.S.M. = Professional Surveyor & Mapper; R= Record; R/W = Right —of— Way. CERTIFICATION: I HEREBY CERTIFY that the attached Sketch and Description of the hereon described property is true and correct to the best of my knowledge and belief as prepared under my direction. I FURTHER CERTIFY that this Sketch and Description meets the Standards of Practice set forth in Chapters 5J-17, Florida Administrative Code, pursuant to Section 472.027, Florida Statutes. Date:--- J ITH M. C EE A —TOW, P.L.S. Florida Regi ation No. 5328 AVIROM & ASSOCIATES, INC. L.B. No. 3300 EMAIL: keith@aviromsurvey.com REVISIONS AVIROM & ASSOCIATES, INC. A38oC�9 SURVEYING & MAPPING 50 S.W. 2nd AVENUE, SUITE 102 aBOCA RATON, FLORIDA 33432 TEL. (561) 392-2594, FAX (561) 394-7125 www.AVIROMSURVEYcom ISHED 1g� ©2016 AVIROM &ASSOCIATES, INC. all rights reserved. This sketch is the propsrty of AVIROM & ASSOCIATES, INC. and should not be reproduced orco#ed without written permission. JOB#: 10128-1 SCALE: 1" = 20' DATE: 08-01-2016 BY: K.M.C. CHECKED: K.M.C. F.B. N/A PG. N/A SHEET: 1 OF 3 Sketch & Description Portion of JACKSON SQUARE (Described in Deed Book G-64, Page 78) CITY OF KEY WEST LAND DESCRIPTION: Parent Tract (Per Deed Book G-64, Page 78) A parcel or tract of land in JACKSON SQUARE in the City of Key West, Florida, according to William A. Whitehead's Map of the Island of Key West and more particularly described as follows: COMMENCING at the intersection of the northwesterly property line of Southard Street and the northeasterly property line of Thomas Street, run northwesterly along the northeasterly property line of Thomas Street for a distance of 217.0 feet to the Point of Beginning of the parcel or tract of land hereinafter described; from said Point of Beginning, continue northwesterly along the northeasterly property line of Thomas Street for a distance of of 75.25 feet to a point; thence at right angles and northeasterly and parallel with Southard Street for a distance of 152.42 feet to a point; thence at right angles and southeasterly and parallel with Thomas Street for a distance of 142.25 feet to a point; thence at right angles and southwesterly and parallel with Southard Street for a distance of 22.42 feet to a point; thence at right angles and northwesterly and parallel with Thomas Street for a distance of 67.0 feet to a point; thence at right angles and southwesterly and parallel with Southard Street for a distance of 130.0 feet back to the Point of Beginning. Said lands lying and situate in the City of Key West, Monroe County, Florida, containing 12,972 square feet (0.298 acres), more or less. LAND DESCRIPTION: Parcel A A parcel of land being a portion of the above described lands, within JACKSON SQUARE in the City of Key West, Florida, according to William A. Whitehead's Map of the Island of Key West more particularly described as follows: COMMENCING at the intersection of the northwesterly property line of Southard Street and the northeasterly property line of Thomas Street, run northwesterly along the northeasterly property line of Thomas Street for a distance of 253.75 feet to the Point of Beginning of the parcel of land hereinafter described; from said Point of Beginning, continue northwesterly along the northeasterly property line of Thomas Street for a distance of of 38.50 feet to a point; thence at right angles and northeasterly and parallel with Southard Street for a distance of 36.50 feet to a point; thence at right angles and southeasterly and parallel with Thomas Street for a distance of 38.50 feet to a point; thence at right angles and southwesterly and parallel with Southard Street for a distance of 36.50 feet back to the Point of Beginning. Said lands lying and situate in the City of Key West, Monroe County, Florida, containing 1,405.25 square feet (0.03 acre), more or less. REVISIONS AVIROM & ASSOCIATES, INC. A380 SURVEYING & MAPPING 50 S. W. 2nd AVENUE, SUITE 102 e in BOCA RATON, FLORIDA 33432 TEL. (561) 392-2594, FAX (561) 394-7125 WWAVIROMSURVEYcom W. FSTAe[ISHED 19� ©2om AVIROM & ASSOCIATES, INC. all mlghts mserved. This sketch is the p�perty of AVIROM 6 ASSOCIATES, INC. and should not be reproduced or copied withal wrftn permission• JOB #: 10128-1 SCALE: 1" = 20- DATE: 08-01-2016 BY: K.M.C. CHECKED: K.M.C. F.B. N/A PG. N/A SHEET: 2 OF 3 A , \ Sketch & Description \ Portion of \ JACKSON SQUARE \ (Described in Deed Book G-64, Page 78) \ CITY OF KEY WEST \ � \ \ roy cf' <� t •• Z o- c► t c 10 0 .0 9 sQ o. �o� QG oZ .6, %� `PAS.:. �oj`�`J, c'�• \ o L \ �o Gi S tp\ ti F G Q�\ S �PS���� .o0. \ coo 20 10 0 20 \ �� SCALE IN FEET 1 " = 20 REVISIONS AVIROM & ASSOCIATES, INC. JOB #: 10128-1 A380SURVEYING & MAPPING SCALE: 1"=20' 50 S.W. 2nd AVENUE, SUITE 102 DATE: 08-01-2016 inBOCA RATON, FLORIDA 33432 BY: K.M.C. TEL. (561) 392-2594, FAX (561) 394-7125 www.AVIROMSURVEYcom CHECKED: K.M.C. FSTgBCISHEID19� ©2016 AVIROM&ASSOCIATES, INC. all rights reserved. F.B. NIA PG. WA This sketch Is Me property o/ AVIROM & ASSOCIATES, INC. and should not be reproduced or copied wi lout wittren pemiisslon. SHEET: 3 O F 3