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03/17/2018 to 03/16/20196 w Kevin Madok CPA Clerk of the Circuit Court & Comptroller — Monroe County, Florida DATE: February 28, 2018 TO: Tammy Sweeting Executive Assistant FROM: Pamela G. Hanc ck . . SUBJECT: February 21 BOCC Meeting Enclosed are the following items for your handling: C9 (Ray Sanders) Fourth Amendment to the Agreement for Professional Services with Currie Sowards Aguila Architects, Inc. for the design through construction administration of the Plantation Key Judicial Courthouse and Detention Facility, in the amount of $57,750.00. This is funded by the one -cent infrastructure tax. C17 (Chris Rivera) Interlocal Agreement (ILA) between the Village of Islamorada and Monroe County. The purpose of the ILA is to establish the division of responsibilities, capital and operating costs of the Sanitary Wastewater Connection of the County's Public Library which is shared with the Village fire station and park system. C24 (Alice Steryou) Agreement with the Monroe County Sheriffs Office to provide 320 square feet of office space at the Murray E. Nelson Government and Cultural Center in Key Largo, Florida. Should you have any questions, please feel free to contact me at extension 3550. cc: County Attorney Finance File KEY WEST 500 Whitehead Street Key West, Florida 33040 305- 294 -4641 u TITIE 3117 Overseas Highway Marathon, Florida 33050 305 - 289 -6027 PLANTATION KEY 88820 Overseas Highway Plantation Key, Florida 33070 305- 852 -7145 PK/ROTH BUILDING 50 High Point Road Plantation Key, Florida 33070 305 -852 -7145 AGREEMENT THIS AGREEMENT, made this 21st day of February, 2018, by and between the Board of County Commissioners of Monroe County, Florida (hereinafter referred to as BOCC), whose address is 1100 Simonton Street, Key West, Florida 33040, and the Monroe County Sheriff's Office, (hereinafter referred to as MCSO), whose address is 5525 College Road, Key West, Florida 33040. WHEREAS, the BOCC leases premises to other governmental agencies servicing the County community; and WHEREAS, MCSO has requested use of County office space; and WHEREAS, the BOCC has determined that it is in the best interests of Monroe County to provide approximately three hundred twenty (320) square feet of office space at the Murray E. Nelson Government and Cultural Center, located at 102050 Overseas Highway in Key Largo, Florida; and NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, the parties agree as follows: 1. Contract Term. This Agreement is for the period commencing on March 17, 2018, and terminating on March 16, 2019, and is for Zero dollars and 00 /100 cents ($0.00) per year. 2. BOCC Responsibilit The BOCC shall direct its Administrator, Departments Heads, County Attorney, and staff to provide certain facilities and support to the MCSO as can be provided without requiring an increase in personnel or any purchase or lease of real property. 3. Relationship of Parties. The MCSO is, and shall be, in the performance of all works, services, and activities under this Agreement, an independent agency, and not an employee, agent, or servant of the BOCC. The MCSO shall exercise control, direction, and supervision over the means, manner, personnel, and volunteers through which it performs its duties. Although Page 1 of 6 this Agreement is a cooperative agreement, similar in many respects (but not all) to a partnership, the MCSO shall have no authority whatsoever to act on behalf and/or as agent for the BOCC in any promise, agreement, or representation other than specifically provided for in this agreement. The BOCC shall at no time be legally responsible for any negligence on the part of the MCSO, its employees, agents, or volunteers resulting in either bodily or personal injury or property damage to any individual, property, or corporation. 4. Modification. Additions to, modification to, or deletions from the provisions of this Agreement may be made only in writing and executed by the BOCC. No modification shall become effective without prior written approval of both parties. 5. Breach and Penalties. The parties agree to full performance of the covenants contained in this Agreement. Both parties reserve the right, at the discretion of each, to terminate the services in this Agreement for any misfeasance, malfeasance, or nonperformance of the Agreement terms or negligent performance of the Agreement terms by 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. 6. Indemnification and Hold Harmless. a) To the extent permitted by law, and as limited by Section 768.28, Florida Statutes, the BOCC shall defend, indemnify, and hold harmless MCSO and its officers, employees, or agents from any and all liability, losses or damages, including attorneys' fees and costs of defense, which MCSO or its officers, employees, or agents may incur as a result of any claim, demand, suit, or cause of action or proceeding of any kind or nature arising out of, relating to, or Page 2 of 6 resulting from the negligent performance of this Agreement by the BOCC, its employees, officers, and agents. MCSO shall promptly notify the BOCC of each claim, cooperate with the BOCC in defense and resolution of each claim, and not settle or otherwise dispose of the claim without the BOCC's participation. b) To the extent permitted by law, and as limited by Section 768.28, Florida Statutes, MCSO shall defend, indemnify, and hold harmless the BOCC and its officers, employees, or agents from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the BOCC or its officers, employees, or agents may incur as a result of any claim, demand, suit, or cause of action or proceeding of any kind or nature arising out of, relating to, or resulting from the negligent performance of this Agreement by the MCSO, its employees, officers and agents. The BOCC shall promptly notify MCSO of each claim, cooperate with MCSO in the defense and resolution of each claim, and not settle or otherwise dispose of the claim without MCSO's participation. C) The indemnification provisions of this Agreement shall survive termination of this Agreement for any claims that may be filed after the termination date of the Agreement provided the claims are based upon actions that occurred during the performance of this Agreement. 7. Laws and Regulations. a) This Agreement shall be construed by and governed under the laws of the State of Florida unless in an area of law pre - empted by federal law. The parties agree that venue for any dispute shall lie in Monroe County, Florida. b) The MCSO shall comply with all federal, state, and local laws and ordinances applicable to the work or payment for work thereof, Page 3 of 6 and shall not discriminate on the grounds of race, color, religion, sex, age, or national origin in the performance of work under this Agreement. C) Any violation of said statutes, ordinances, rules, regulations, and executive orders shall constitute a material breach of this Agreement and shall entitle the BOCC to terminate this Agreement immediately upon delivery of written notice to the MCSO. 8. Taxes. The BOCC is exempt from Federal, Excise, and State of Florida Sales Tax. 9. Finance Charges. The BOCC will not be responsible for any finance charges. 10. Severability. If any provision of this Agreement shall be held by a court of competent jurisdiction'to be invalid or unenforceable, the remainder of this Agreement, or the application of such provision other than those as to which it is invalid or unenforceable, shall not be affected thereby; and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 11. Assignment. The MCSO shall not assign, transfer, sublease, pledge, hypothecate, surrender, or otherwise encumber or dispose of this Agreement or any estate created by this Agreement or any interest in any portion of the same, or permit any other person or persons, company or corporation to perform services under this Agreement without first obtaining the written consent of the BOCC. In the event of such consent, this Agreement shall be binding upon MCSO's successors and assigns. 12. Disclosure. The MCSO shall be required to list any or all potential conflicts of interest, as defined by Florida Statues Chapter 112, Part III, and the Monroe County Ethics Ordinance. The MCSO shall disclose to the BOCC all actual or proposed conflicts of interest, financial or Page 4 of 6 otherwise, direct or indirect, involving any client's interest which may constitute a conflict under said laws. 13. Care of Property. The MCSO shall be responsible to the BOCC for the safekeeping and proper use of the property entrusted to MCSO's care, and to process all documents necessary to continue, without interruptions, any maintenance or service contracts relating to such equipment for its service life. 14. Ethics Clause. MCSO 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 BOCC officer or employee in violation of Section 3 of Ordinance No. 010 -1990. For breach or violation of this provision, the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or BOCC officer or employee. 15. Termination. Termination of this Agreement shall occur at the natural ending date, or earlier should either party determine that there has occurred any material breach of any covenants herein contained, or either party otherwise deems it in their best interest to terminate. Termination may be with or without cause, and shall require written notice to be given to the other party as follows: a) In the event either party terminates for breach of contract, termination shall be effective at such time as the terminating party shall declare in its notice to terminate for cause, with a minimum of fourteen (14) days' notice in writing required prior to effective termination. Page 5 of 6 b) In the event either party terminates without cause, the termination shall not take effect until at least sixty (60) days subsequent to written notice to the other party, and the effective date of termination shall be specified in said notice. 16. Full Agreement. This Agreement constitutes the entire and full understanding between the parties hereto and neither party shall be bound by any representation, statement, promises, or agreements not expressly set forth herein and in duly executed amendments under paragraph 4 hereof. IN. WITNESS WHEREOF, the parties have executed this agreement the day and = year;'frst above written. "n r= au r --r r� M n 7 % , BOARD OF COUNTY COMMISSIONERS ,_ :- Elttest. KE\l,IN ° MADOK, Clerk OF MONROE COUNTY, FLORIDA O O C7 By: By: -eo Deputy Clerk Mayor/Chairo& son MONR ATTORNEY'S OFFICE PATRICIA EABLES ASSISTANT CO NTTTORNEY DATE: - 2 - 1 - - - MONROE COUNTY SHERIFF'S OFFICE By: Q' Sheriff Richard A. Ramsay Page 6 of 6 F � C "n r= au r --r r� M n 7 % , C O O C7 --c rn ; . i C's •• o Page 6 of 6