09/19/2018 Agreement� f —' GC1UR' 8 C ,off
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Clerk of the Circuit Court & Comptroller = Monroe County, Florida
DATE: October 10, 2018
TO: Rich Jones, Sr. Administrator
Marine Resources
Planning & Environmental Resources
Alison Smith, Executive Assistant
Planning & Environmental Resources
FROM: Pamela Hancock, D.C.
SUBJECT: August 15' /September 19 BOCC Meetings
Attached are electronic copies of the following items for your handling:
August 15 :
K7 Contract with American Underwater Contractors, Inc. for Installation and
Maintenance of Aids to Navigation and Regulatory Markers in Monroe County.
September 19'
I1 Interlocal Agreement between Monroe County and the City of Key West (City)
reimbursing the City in an amount up to $30,000.00 from Boating Improvement Funds for costs
to be incurred by the City during Fiscal Year 2019 for boat ramp repairs.
I2 Arnendment No.1 to the Interlocal Agreement (ILA) between Monroe County
(County) and the City of Marathon (City) extending the ILA through August 1, 2019 to allow
additional time for the City to complete maintenance to the Quay Boat Ramp and submit required
project completion documentation to the County as set forth in the ILA.
Should you have any questions, please feel free to contact me at extension 3130.
cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY
500 Whitehead Street 311' 7 Overseas Highway 88820 Overseas Highway
Key Test, Florida 33040 Marathon, Florida 33050 Plantation }fey, Florida 33070
305- 294 -4641 305 - 289 -6027 305- 852 -7145
PK/ROTH BUILDING
50 High Point Road
Plantation Key, Florida 33070
305- 852 -7145
INTERLOCAL AGREEMENT • THIS INTERLOCAL AGREEMENT (Agreement) is entered into as of this I "! day of
m , 2018, between Monroe County, a political subdivision of the State of Florida
(CUNTY) and the City of Key West, 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 related projects within the various municipalities; and
WHEREAS, the CITY has requested that the COUNTY provide reimbursement funding
in the amount of $30,000 from BIF for costs to be incurred during FY'19 for City boat ramp
maintenance; and
WHEREAS, the above expenditures are qualified expenditures from the State BIF; and
WHEREAS, at the May 16, 2018 BOCC meeting the Monroe County Board of County
Commissioners approved the selection of the BIF funding request submitted by the CITY and to
provide funding in the amount of $30,000 and directed staff to prepare an Inter -Local
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 costs incurred in
FY'19 as follows:
1.1 The foregoing recitals are true and correct and are hereby incorporated as if
fully stated herein.
1.2 Payment in an amount not to exceed $30,000 for boat ramp maintenance.
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, 2019. 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.
3.3 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: Robert B. Shillinger, Esq.
Monroe County Attorney's Office
1111 12 Street, Suite 408
P.O. Box 1026
Key West, Florida 33041 -1026
If to City: James K. Scholl
City Manager
Key West City Hall
1300 White Street
Key West, FL 33040
With a copy to: Shawn Smith
City Attorney
Key West City Hall
1300 White Street
Key West, FL 33040
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.
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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.
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
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
fees and expenses of any paralegals, law clerks and leg al 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 16 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 comply with all public records and records retention requirements
mandated by Florida Constitution Article I, Section 24, and Chapter 119,
Florida Statutes, and 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
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Government, or authorized agents and rep resentatives 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 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 it s
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. Nonassignability.
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
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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
construed to create a partnership, association or any other kind of joint
undertaking, enterprise or venture between the 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.
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IN WITNESS WHEREOF, the parties hereto have executed this agreement below.
BOARD OF COUNTY COMMISSIONERS
MONROE COUNTY, FLORIDA
' Q BY:
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, \ Jl David Rice, Mayor
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A, „. ,.,kvf Kevin Madok, Clerk APPROVED AS TO FORM AND
LEGAL SUFFICIE CY
BY: BY �� - -�
Deputy Clerk Assistant County Attorney
MONROE COUNTY ATTORNEY
APPR VED AS TO FORM
PETER MORRIS CITY OF KEY WEST, FLORIDA
ASSISTANT COUNTY ATTORNEY
Date: Ja K. Sch , City Manager
� ; ,'® lvi Olin, _ -- Date: / j /, y
�`�.. APPROVED AS TO FORM AND
� 1' �� LEGALITY FOR THE USE AND
\`P RELIANCE OF CITE, '� Y WEST,
Susan P. Harrison FLORIDA ONL
BY:
.1444a,..,_ - te n . B Y - : - - - - .
Sr. Deputy Clerk / Shawn Smith
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