FY2020 08/21/2019 ��G c°fir Kevin Madok, C A
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Clerk rat the Circuit Court& Comptroller Monroe County, Florida
DATE: September 20, 2019
TO: Rich Jones, Sr. Administrator
Marine Resources
FROM: Pamela Hancock, D.C.
SUBJECT: August 21" BOCC Meetings
Attached is an electronic copy of the following item for your handling:
J2 Interlocal Agreement between Monroe County and the Village of Islamorada (City)
reimbursing the City in an amount up to $10,000.00 from Boating Improvement Funds for costs
to be incurred by the City during Fiscal Year 2020 for regulatory buoy maintenance.
Should you have any questions,please feel free to contact me at (305) 292-3550.
cc: County Attorney_
Finance
File
KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING
500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Paint Road
Key West,(Florida 33040 Marathon,Florida.33050 Plantation Key,Florida 330,70 Plantation Key,Florida 33070
305-294-4641 305-289-6027 305-852-7145 305-85 -7145
INTERLOCAL AGREEMENT
THIS INTERLOCAL AGREEMENT (Agreement) is entered into as of thiso4 I
dayof
5+ , 2019, between the Board of County Commissioners of Monroe County, Florida,
a p itical subdivision of the State of Florida (the "COUNTY" or `BOCC") and Islamorada,
Village of Islands, a municipal corporation organized and existing under the laws of the State of
Florida(the "CITY" or the "CONTRACTOR").
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 $10,000 from BIF for costs to be incurred during FY'20 for regulatory buoy
maintenance; and
WHEREAS, the above expenditures are qualified expenditures from the State BIF; and
WHEREAS, at the May 22, 2019, regular BOCC meeting the Board of County
Commissioners of Monroe County, Florida, approved the selection of the BIF funding request
submitted by the CITY and to provide funding in the amount of$10,000 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'20 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 $10,000 for regulatory buoy
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, 2020. The invoices must describe the
services performed, together with proof that payment has been made to the
CITY'S sub-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.
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1.5 Funding of this Agreement is contingent upon an annual appropriation by the
COUNTY.
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.
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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,
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 Monroe 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 12th Street, Suite 408
P.O. Box 1026
Key West, Florida 33041-1026
If to City: Seth Lawless
Village Manager
Islamorada, Village of Islands
86800 Overseas Highway
Islamorada, FL 33036
With a copy to: Roget V. Bryan, Esq.
Village Attorney
Islamorada,Village of Islands
86800 Overseas Highway
Islamorada,FL 33036
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
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certified mail, return receipt requested, postage and fees prepaid; hand delivered; or sent by
overnight delivery service.
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 and
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 legal 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 16th Judicial Circuit in and for
Monroe County, Florida. This Agreement is not subject to arbitration.
Section 9. Access to Records and Audits.
9.1 The CITY shall comply with all public records and records retention
requirements mandated by Section 24, Article I, of the Florida Constitution,
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 Government, or authorized agents and
representatives 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
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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.
9.2 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.
9.3 The term "public records" and "records" shall be the same as such term has
been defined in Chapter 119, Florida Statutes, including but not limited to
any documents, books, data (electronic or hard copy), papers and financial
records that result from the CITY or its subcontractors performance of the
Services provided in this Agreement.
9.4 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.
9.5 The COUNTY and CONTRACTOR shall allow and permit reasonable
access to, and inspection of, all documents, records, papers, letters, or other
"public record" 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 CONTRACTOR in conjunction with and in connection with
this Agreement and related to Agreement performance. The COUNTY shall
have the right to unilaterally cancel this Agreement upon violation of this
provision by the CONTRACTOR. Failure of the CONTRACTOR to abide
by the terms of this provision shall be deemed a material breach of this
Agreement and the COUNTY may enforce the terms of this provision in the
form of a court proceeding and shall, as a prevailing party, be entitled to
reimbursement of all attorney's fees and costs associated with that
proceeding. This provision shall survive any termination or expiration of the
Agreement.
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9.6 The CONTRACTOR is encouraged to consult with its advisors about Florida
Public Records Law in order to comply with this provision. Pursuant to F.S.
119.0701 and the terms and conditions of this Agreement, the
CONTRACTOR is required to:
(1) Keep and maintain public records that would be required by the
COUNTY to perform the service.
(2) Upon receipt from the COUNTY's custodian of records, provide the
COUNTY with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not
exceed the cost provided in this chapter or as otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt
from public records disclosure requirements are not disclosed except as
authorized by law for the duration of the Agreement term and following
completion of the Agreement if the CONTRACTOR does not transfer the
records to the COUNTY.
(4) Upon completion of the Agreement, transfer, at no cost, to the COUNTY
all public records in possession of the CONTRACTOR or keep and
maintain public records that would be required by the COUNTY to
perform the service. If the CONTRACTOR transfers all public records to
the COUNTY upon completion of the Agreement, the CONTRACTOR
shall destroy any duplicate public records that are exempt or confidential
and exempt from public records disclosure requirements. If the
CONTRACTOR keeps and maintains public records upon completion of
the Agreement, the CONTRACTOR shall meet all applicable
requirements for retaining public records. All records stored
electronically must be provided to the COUNTY, upon request from the
COUNTY's custodian of records, in a format that is compatible with the
information technology systems of the COUNTY.
(5) A request to inspect or copy public records relating to a COUNTY
Agreement must be made directly to the COUNTY, but if the COUNTY
does not possess the requested records, the COUNTY shall immediately
notify the CONTRACTOR of the request, and the CONTRACTOR must
provide the records to the COUNTY or allow the records to be inspected
or copied within a reasonable time.
If the CONTRACTOR does not comply with the COUNTY's request for
records, the COUNTY shall enforce the public records Agreement provisions
• in accordance with the Agreement, notwithstanding the COUNTY's option
and right to unilaterally cancel this Agreement upon violation of this
provision by the CONTRACTOR. A CONTRACTOR who fails to provide
the public records to the COUNTY or pursuant to a valid public records
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request within a reasonable time may be subject to penalties under Chapter
119, Florida Statutes.
The CONTRACTOR shall not transfer custody, release, alter, destroy or
otherwise dispose of any public records unless or otherwise provided in this
provision or as otherwise provided by law.
IF THE CONTRACTOR HAS QUESTIONS REGARDING
THE APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS
AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS, BRIAN BRADLEY AT PHONE# 305-292-3470
BRADLEY-BRIAN(a�MONROECOUNTY-FL.GOV,
MONROE COUNTY ATTORNEY'S OFFICE 1111 12TH
Street, SUITE 408, KEY WEST, FL 33040.
Section 10. Non-Assignability
10.1 This Agreement shall not be assignable by either party unless such
assignment is first approved by both parties.
Section 11. No Third-Party Beneficiaries.
11.1 Nothing contained herein shall create any relationship, contractual or
otherwise, with or any rights in favor of, any third party. 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 CITY
and the COUNTY agree that neither the CITY nor the COUNTY 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.
Section 12. Non-Waiver of Immunity.
12.1 Notwithstanding the provisions of Section 768.28, Florida Statutes, the
participation of the CITY 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 CITY or COUNTY be required to contain
any provision for waiver.
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Section 13. Privileges and Immunities.
13.1 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,
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.
Section 14. Independent Contractor.
14.1 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 15. Severability.
15.1 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 COUNTY
and CITY 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 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. Waiver.
17.1 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
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the violation or breach, or of any future violation, breach or wrongful
conduct.
Section 18. Funding.
18.1 The parties agree that the COUNTY's responsibility under this Agreement is
to provide funding only.
Section 19. Authority.
19.1 Each party represents and warrants to the other that the execution, delivery
and performance of this Agreement have been duly authorized by all
necessary County and corporate action, as required by law.
Section 20. Section Headings.
20.1 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 21. Execution in Counterparts.
21.1 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 signing any such counterpart..
Section 22. Entire Agreement/Modification/Amendment.
22.1 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.
22.2 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 the parties' preceding duly-executed Agreement.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
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. r
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
indicated below.
BOARD OF COUNTY COMMISSIONERS
OF MONROE OUNTY, FLORIDA
,i% �.}• _ BY:
r
'4 �° Sylvia J. Murphy, Mayor
ATTEST: Kevin Madok, Clerk APPROVED AS TO FORM AND
LEGAL SUFFICIENCY BY:
BY: G-74"""A--0.1.,.H, ✓W(�
Deputy Clerk
e COL 4,-IL r+OV��A � ,, Y Assistant Monroe C ty Attorney
IRS" - {' -
NI patth'
R CA . __ ISLAMORADA, VILLAGE OF ISLANDS,
w FLORIDA
- L cv ,-- X-1.—":„___ _
c=3, rz.. r Seth Lawless, City Manager
Date: v 6/ fis/tea/
LL
N Z
APPROVED AS TO FORM AND
(SEAL) LEGALITY FOR THE USE AND
RELIANCE OF ISLAMORADA,
ATTEST: Kelly Toth, Village Clerk VILLAGE OF ISLANDS, FLORIDA
ONLY:
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BY: �,i � BY: �-
Clerk Roget V. B •n
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