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03/21/2019 AgreementKevin Madok, CPA +� ....:...• r Clerk of the Circuit Court & Comptroller — Monroe County, Florida "'+oecou�• DATE: April 1, 2019 TO: Judith Clarke, PE, Director Engineering/Roads & Bridges ATM: Olympia Newton Engineering Department/Stop 1 FROM: Pamela G. Hanco(St.. SUBJECT: March 21" BOCC Meeting Enclosed are two duplicate originals of Item C23, executed on belialf of Monroe County, an Interlocal Agreement with the Florida Keys Aqueduct Audiority (FKAA) to provide funds to add repaving of the lane of CR 905 that is not impacted by FKAA construction from tie intersection with US 1 to the intersection with Card Sound Road to the construction project, for your handling. Once FKAA leas signed the ILAs, please be sure to send me a fully executed duplicate original for the record. Sliould you lhave any questions, please feel free to contact me at (305) 292- 3550. Thank you. cc: County Attorney Finance File KEY WEST 500 Whitehead Street Key West, Florida 33040 305-294-4641 MARATHON 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 CIevNIs CJV�,9;&_J%a., INTERLOCAL AGREEMENT BETWEEN MONROE COUNTY AND FLORIDA KEYS AQUEDUCT AUTHORITY (FKAA) FOR ADDITIONAL PAVING UNDER FKAA'S CR-905 PROJECT THIS INTERLOCAL AGREEMENT is made and entered into as of this 21" day of March, 2019, between Monroe County, a political subdivision of the State of Florida, (hereinafter, the COUNTY), and the Florida Keys Aqueduct Authority, an independent special district and existing under the laws of the State of Florida, (hereinafter the FKAA). WHEREAS, FKAA has an on -going utility project on CR-905 (Project), which provides for repaving of a portion of CR-905, and WHEREAS, the COUNTY wishes for additional paving to be added to the Project to allow for the full width overlay of the road and bike lane to be repaved; and WHEREAS, FKAA is currently under contract for the construction of this Project and has provided the cost for the additional paving and the COUNTY has requested for this work to be added to the Project; and WHEREAS, the COUNTY will be responsible for reimbursing FKAA for all the costs of the additional paving as defined herein, which includes an administrative allowance associated with COUNTY's specific scope; NOW THEREFORE, in consideration of the,mutual promises and conditions contained herein, the parties agree as follows: 1. SCOPE OF WORK: The following scope of work will be added to FKAA's Project: Additional paving of 1" Type S-III asphalt overlay which will result in a full width overlay of the roadway and bicycle lanes from the South end of CR-905 to the intersection of CR-905 and Card Sound Road. The work includes striping, temporary pavement markings, thermoplastic striping, and field as -built. 2. FUNDING: The COUNTY will reimburse FKAA in the total amount of $995,324.46 for the work described in the Scope of Work above which includes: Contract Paving and Striping Cost in the amount of. $930,209.78; FKAA Administrative Allowance (7%) in the amount of $65,114.68. The COUNTY will advance Rinding to FKAA as described in the following schedule: $447,896.00 upon issuance of Notice to Proceed to the Contractor(s) responsible for the work. $447,896.00 upon reaching 50% completion of the overall scope of work. Final balance due upon substantial completion of the project. Upon final completion, FKAA will submit to COUNTY a reconciliation of actual costs and proof of payment to clear the advances. 3. This Interlocal Agreement shall become effective upon execution Interlocal Agreement — MONROE COUNTY AND FKAA 2019 4. In the event of any failure of compliance by either party hereto with any of its material obligations to the other party as provided herein, such action shall constitute a default under this Agreement. 5. Upon any such default, the non -defaulting party shall provide to the defaulting party a written Notice of such default, which Notice (a "Default Notice") shall state in reasonable detail the actions the defaulting party must take to cure the same. The defaulting parry shall cure any such default within 30 days following the date of the Default Notice. 6. 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, it the defaulting party commences cure within the applicable cure period and thereafter diligently pursues cure to completion of performance. 7. In the event the defaulting party fails to affect any required cure as provided for herein, the defaulting parry 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. 8. 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. 9. To the extent permitted by law and subject to the provisions and monetary limitations of Section 768'.28, Florida Statutes, the COUNTY and FKAA do hereby agree to defend, indemnify and hold the other, its officers, agents or employees, harmless from and against any and all liability, damages, costs or expenses (including reasonable attorney's fees, costs, and expenses at both the trial and appellate levels) arising from the acts of omissions of the respective party or any third party vendor contracted by the respective party in connection with this Agreement. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of FKAA and the COUNTY 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 the COUNTY or FKAA be required to contain any provision for waiver. 10. Notices 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. 2 Interlocal Agreement — MONROE COUNTY AND FKAA 2019 County Administrator Monroe County Historic Gato Bldg. 1100 Simonton Street Key West, Florida 33040 With a copy to: Christine Limbert- Barrows Assistant County Attorney P.O. Box 1026 Key West, Florida 33041-1026 If to FKAA: Kirk Zuelch Executive Director 1100 Kennedy Drive Key West, FL 33040 With a copy to: Robert Feldman General Counsel 1100 Kennedy Drive 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. 11. Attorney's Fees and Waiver of Jury Trial. 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 legal assistants, and including fees and expenses charged for representation at both trial and appellate levels. 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. 12. Adjudication of disputes or Disagreements COUNTY and 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 the issue or issues are still not resolved to the satisfaction of the parties, then any parry shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 13. 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 3 Interlocal Agreement — MONROE COUNTY AND FKAA 2019 parry to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 14. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Florida. Exclusive venue for any litigation arising out of this Agreement shall be in Monroe County, Florida, lower Keys Division of the Circuit Court or the Southern District of Florida. This Agreement is not subject to arbitration. 25. Entire Agreement/Modification/Amendment. 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 parry, other than those that are expressly set forth herein. 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. 16. No Assignability. This Agreement shall not be assignable by either party unless such assignment is first approved by both parties. 17. Severability. If any term or provision of this Agreement shall to any extent be held invalid or unenforceable, the remainder of the 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. 18. Waiver. 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. 19. Funding. The parties agree that the COUNTY's responsibility under this Agreement is to provide funding only relating to the Scope of Work set forth in Paragraph 1 above. 20. Survival of Provisions. Any terms or conditions of 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. 21. Counterparts. 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. 4 Interlocal Agreement — MONROE COUNTY AND FKAA 2019 ;SS WHEREOF, the parties hereto have set their hands and seals the day and year written. DOK, JCI 4 // �^�r_ �y�{r//- Deputy Clerk (SEAL); ATTEST: nn Qc�a� Clerk co r e;a v UJ..'K C) LL _ © :eJC7 BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By: ayor/Chairperson FLORIDA KEYS AQUEDUCT AUTHORITY MONROE COUNTY ATTORNEY T•( p$i" ��P—JUGdI CHRISTINE LIMBERT-BARROWS ASSISTANT COUNTY ATTORNEY DATE: 3 ,11ET/ IQ Interlocal Agreement — MONROE COUNTY AND FKAA 2019