Item J02 } J.2
`,
County of Monroe
�y,4 ' �, "tr, BOARD OF COUNTY COMMISSIONERS
Mayor Michelle Coldiron,District 2
�1 nff `ll Mayor Pro Tem David Rice,District 4
-Ile Florida.Keys Craig Cates,District 1
Eddie Martinez,District 3
w Mike Forster,District 5
County Commission Meeting
June 16, 2021
Agenda Item Number: J.2
Agenda Item Summary #8261
BULK ITEM: Yes DEPARTMENT: Planning/Environmental Resources
TIME APPROXIMATE: STAFF CONTACT: Celia Hitchins (305)289-2505
N/A
AGENDA ITEM WORDING: Approval of Amendment No. 2 to the Inter-Local Agreement(ILA)
between Monroe County (County) and the City of Key West (City) Extending the ILA through
September 30, 2021 to Ensure Continued Mobile Vessel Sewage Pumpout Service to Anchored
Vessels in the Key West and Stock Island Service Areas.
ITEM BACKGROUND: At the Monroe County Board of County Commissioners' ("BOCC or
"Board") July 15, 2020, meeting, the BOCC approved an Inter-Local Agreement("ILA")with the
City of Key West("City") for temporary mobile sewage pump out service ("service")to anchored
vessels in the Key West and Stock Island service areas (attached). The service was necessary due to
the temporary suspension of the Keys-wide mobile pumpout service and high demand of this service
area. Service commenced on August 27, 2020, to provide service for an initial six (6) month term.
The BOCC on January 20, 2021, directed staff to negotiate with the City for continued service while
the County sought a vendor(s) for long-term service. The City offered to provide service for an
additional four(4) months through June 30, 2021. The BOCC approved an extension (attached)to
the ILA on February 17, 2021.
This extension has provided the County with additional time to seek a new vendor(s)under a
competitive solicitation process which is currently underway. A bid opening is scheduled for June 8th
and a Selection Committee is scheduled for June 22nd. Staff anticipates bringing the results of this
solicitation back to the Board at the July 21st regular meeting with contracting to commence in
August and service to commence as soon as possible thereafter(depending on start-up ability by the
selected contractor). Since the current ILA with the City will expire prior to the commencement of
any new service, staff has coordinated with the City and mutually agreed that an additional three (3)
month extension through September 30th would be appropriate.
The cost for this additional period of service is a not-to-exceed amount of$76,740. Funding will be
provided by an appropriation granted by the State Legislature that commences on July 1, 2021.
An Amendment No. 2 to the ILA for the City to provide service through September 30, 2021 is
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provided for Board approval.
PREVIOUS RELEVANT BOCC ACTION:
July 2020 —Approval of ILA with City of Key West
January 2021 —Direction to Negotiate with the City for continued service
February 2021 —Approval of Amendment No. 1 to ILA
CONTRACT/AGREEMENT CHANGES:
Yes
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Draft Amendment 2
Amendment 1 to ILA with Key West
Original ILA
FINANCIAL IMPACT:
Effective Date: 8/5/2020
Expiration Date: 9/30/2021
Total Dollar Value of Contract: NTE $25,580 per month ($76,740 for 3 additional months)
Total Cost to County: $0 (funded by Legislative Allocation)
Current Year Portion: $0
Budgeted: Yes
Source of Funds: Grant Account TBD
CPI: No
Indirect Costs: No
Estimated Ongoing Costs Not Included in above dollar amounts: two (2) temporary, full-time
pump out workers @ $27/hr
Revenue Producing: No If yes, amount:
Grant: Yes
County Match: No
Insurance Required: No
Additional Details:
07/01/21 157-62613 - B I FEES/RETAINED VESSEL $76,740.00
To be reimbursed by State Grant 125-63631
REVIEWED BY:
Emily Schemper Completed 05/27/2021 2:55 PM
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Assistant County Administrator Christine Hurley Completed
05/28/2021 8:43 AM
Peter Morris Completed 06/01/2021 12:18 AM
Purchasing Completed 06/01/2021 8:22 AM
Budget and Finance Completed 06/01/2021 8:27 AM
Maria Slavik Completed 06/01/2021 8:34 AM
Liz Yongue Completed 06/01/2021 9:37 AM
Board of County Commissioners Pending 06/16/2021 9:00 AM
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AMENDMENT NO. 2 TO INTERLOCAL AGREEMENT
BETWEEN THE CITY OF KEY WEST, FLORIDA
AND MONROE COUNTY, FLORIDA
THIS AMENDMENT NO. 2 TO THE INTERLOCAL AGREEMENT ("Agreement") is
made and entered into this 16th day of June 2021, between Monroe County Board of County
Commissioners (hereinafter "MONROE COUNTY" or the "COUNTY") and the City of Key West,
Florida(hereinafter"CITY").
WHEREAS, the parties entered into an Agreement on August 5, 2020, for temporary mobile U)
vessel pumpout service for the Key West and Stock Island service area (herein "service" or 0
" 0.
services"); and E
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WHEREAS, services commenced on August 27, 2020 which established a service period
through February 26, 2021; and
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WHEREAS, Amendment No. 1 to the Agreement was approved on February 17, 2021, to
extend the Agreement through June 30, 2021 while MONROE COUNTY continued to seek a long- 0
term vendor for mobile pumpout services in the waters of the Florida Keys; and
WHEREAS,it is deemed in the interest of the health,safety, and welfare of the general public
to extend this Agreement through September 30, 2021 in order to have continued services while
MONROE COUNTY continues to seek a long-term vendor for mobile pumpout services throughout
waters of the Florida Keys; and
NOW, THEREFORE, in consideration of the mutual covenants and obligations contained
herein, and other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the undersigned parties agree as follows: c
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1. The recitals contained herein are true and correct and are hereby incorporated as if fully set
forth herein.
2. The Agreement between the parties is made a legally effective part of this Second
Amendment, except as expressly amended under this Amendment No. 2. N
3. Section 3 is hereby amended by adding the following sentence:
"This Agreement shall be extended through September 30, 2021."
4. All of the other terms, covenants, conditions, and provision of the Agreement dated July 15,
2020, except those expressly modified and rendered inconsistent by this Agreement, remain
in full force and effect and binding upon the parties.
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In Witness Whereof, the parties have executed this Amendment No. 2 to the above-referenced
Agreement as indicated below.
(SEAL) BOARD OF COUNTY COMMISSIONERS
KEVIN MADOK, CLERK OF MONROE COUNTY, FLORIDA
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As Deputy Clerk Mayor Michelle Coldiron
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MONROECO_ ATTORNEYAPP� TO FORM
CITY OF KEY WEST,FLORIDA
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PETER 1
ASSISTANT COUNTY A7rORNEY Patti McLauchlan, Interim City Manager
Date:
Date:
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APPROVED AS TO FORM AND -�
(SEAL) LEGALITY FOR THE USE AND
RELIANCE OF CITY OF KEY WEST,
ATTEST: Cheri Smith, City Clerk FLORIDA ONLY:
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BY: BY: cv
Clerk George Wallace,Assistant City Attorney
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5 ......
Kevin M adok, cPA
Clerk of the Circuit Court& Comptroller—Monroe County, Florida
DATE: April 22, 2021
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TO: Celia Hitcliins, Sr. Administrator
Marine Resources CL
FROM: 1'auneia Hance c �.
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SUBJECT: February 17 BOCC Meeting
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A[taclied is an electronic copy of[lie follo%ving item for your handling:
K9 1st Ainerximent to [lie Inter-I,o al Agreement_ (IIAL) between Monroe County and
[lie Laity of Key West extending the II Ai,dirougli Junc 30, 2021 to ensure continued mobile vessel
sewage punrpout service to ancliored vessels in the Key West acid Stock Island Ser%ice Areas.
Should you leave any questions please feel free to contact me at (30.5) 292-3550.
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cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY PKIROTH BUILDING
500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Paint Road
Key West,Rorida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plan
305-294-4641 305-289-6027 305-852-7145 305 Packet Pg. 1116
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AMENDMENT NO. I TO INTERLOCAL AGREEMENT
BETWEEN THE CITY OF KEY WEST,FLORIDA
AND MONROE COUNTY,FLORIDA 2
THIS AMENDMENT NO. 1 TO THE INTERLOCAL AGREEMENT("Agreement")is
made and entered into this 171h day of February 2021, between Monroe County Board of County
Commissioners(hereinafter"MONROE COUNTY"or the"COUNTY")and the City of Key West, 0.
Florida(hereinafter"CITY').
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WHEREAS,the parties entered into an Agreement on August 5,2020,for temporary mobile
vessel pumpout service for the Key West and Stock Island service area (herein "service" or
"services");and
WHEREAS,the Agreement is currently due to expire on February 27,2021; and
VAUREAS, Section 3.3 of the lLA allows for a renewal option; and
WHEREAS,it is deemed in the interest of the health,safety,and welfare of the general public
to extend this Agreement through June 30,2021 in order to have continued services while MONROE
COUNTY continues to seek a long-term vendor for mobile pumpout services throughout waters of
the Florida Keys; and
NOW, THEREFORE, in consideration of the mutual covenants and obligations contained
herein, and other good and valuable consideration, the receipt and adequacy of which are hereby _
acknowledged,the undersigned parties agree as follows: e
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1. The recitals contained herein are true and correct and are hereby incorporated as if fully set
forth herein.
2. The Agreement between the parties is made a legally effective part of this First Amendment, m
except as expressly amended under this Amendment No. 1.
3. Section 3 is hereby amended by adding the following sentence:
"This Agreement shall be extended through June 30,2021."
4. All of the other terms,covenants,conditions,and provision of the Agreement dated July 15,
2020,except those expressly modified and rendered inconsistent by this Agreement,remain
in full force and effect and binding upon the parties.
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In Witness Whereof,the parties have executed this Amendment No. I to the above-referenced
"D.
ent as indicated below.
== BOARD OF COUNTY COMMISSIONERS
MADOK,CLERK OF MONROE A
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As Deputy Cie& Mayor Michelle Ca chron
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M0NA0EOQ' YATrOnNEY CITY O T, O
APP •TO FORM y
�ss�srn cau aRr - ry el OMS aty ger
Dat
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APPROVED AS TO FORM AND
r LEGALITY FOR THE USE AND
RELIANCE OF CITY OF KEY WEST, o
"A en Smith, Cl ORIDA ONLY:
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erk George Wallace,Assistant City Attorney
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INTERLOCAL AGREEMENT
THIS INTERLOCAL AGREEMENT (hereinafter"Agreement")is entered into as of this
15th day of July 2020, between Monroe County, a political subdivision of the State
of Florida (hereinafter "Monroe County" or "County") and the City of Key West, a
municipal corporation organized and existing under the laws of the State of Florida
(hereinafter "City of Key West"or"City").
WITNESSETH:
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WHEREAS, the Board of County Commissioners is the legislative body of Monroe 0.
County, Florida; and
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WHEREAS, the waters surrounding the Florida Keys of Monroe County, Florida, are
situated within the boundaries of the Florida Keys National Marine Sanctuary and have, since
2001, been designated a federal No Discharge Zone by the United States Environmental
Protection Agency; and
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WHEREAS, Monroe County Comprehensive Plan Objective 203.3.1, Monroe County
Comprehensive Plan Policies 202.3.1-202.3.2, and Monroe County Land Development Code
Section 118-16, require that all marinas and marine facilities must have on-site pumpout
systems, and that all marinas and marine facilities must have on-site pumpout systems
("systems"or"facilities"), and that all such pumpout facilities stay in working order; and
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WHEREAS, it has been determined that it is in the interest of the residents of and _
visitors to the County that an interlocal agreement for vessel pumpout services be entered into
with the City for the provision of such service(s); and _
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WHEREAS, the City desires to provide such service(s); and N
WHEREAS, the Board finds that this interlocal agreement (hereinafter "ILA" or
"Agreement") is necessary to advance the County's valid health, safety, and welfare police
power interests;
NOW THEREFORE, in consideration of the mutual promises and covenants herein W
contained, it is agreed between the COUNTY and the CITY as follows:
Section 1. Recitals and Legislative Intent. The foregoing recitals and statements of .LLM
legislative intent are true and correct and are hereby incorporated as if fully stated herein.
Section 2. Representations and Warranties. By executing this Agreement, the City m
represents and warrants to the County:
2.1 The City shall maintain all necessary licenses, permits, or other authorizations
necessary for the provision of this service until its duties hereunder have been
fully satisfied.
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The City shall prepare all documentation required by this Agreement in such a manner that they
will be accurate, coordinated, and adequate for use in veritdrig work completed associated
costs ands all be in conformity and comply with all applicable aw, cedes, and regulations
2.2 In providing1 services pursuant to this Agreement, the City shall aide by all
statutes, ordinances, rules and regulations pertaining to, or regulating the
provisions of such services, including ose now in effect and hereafter a opts .
At the discretion of each y, any violation by the other party of applicable �
statutes, ordinances, rules or regulations shall constitute a material breachof this
Agreement and shall entitle the first y to terminate this Agreement
immediately upon delivery of written notice of termination to the other, 0.
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2.3 The City shall not be considered "employee"ployee" of the County, nor shall the
County be considered a "employee" of the City, No statement contained in this
Agreement shall be construed so as to find the City or any of its employees,
subcontractors, servants, or agents to be employees of the County, or vice versa.
Each y shall provide its independent, ro essio al judgment and comply with
all federal, state, and local statutes, ordinances, rules and regulations applicable to
the service to be provided.
2.4 The City and County shall of discriminate against any person on the basis of
race, creed, national origin, sex, age, or any other characteristic or aspect which is
not job related, in its recruiting, hiring, promoting, terminating, or any other area
affecting employment under this Agreement or with the provision of services or
goods under this Agreement.
Section . Effective Date and Term. _
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3.1 This Agreement shall become effective upon execution by both parties. However,
this s Agreement is contingent upon sufficient, continuous funding to the County by
the Florida Department of Environmental Protection (hereinafter " P") and/or
other sources, If the applicable p (and/or other) funding agreement(s) is/are
cancelled or becomes insufficiently funded, this ILA is also void, unless the
parties amend it in the same manner as it was originally approved. --
3.2 The parties shall be bound by this ILA upon the Agreement's mutual execution by
both parties. The end-date ("completion date") of this ILA shall bete day
immediately following completion of six ( calendar months from the date (day) .�
on which e City corarriences the mobile pumpout service at the direction of the
County Administrator in consultation with the City Manager. The mobile
u pout service shall continue for six ( ) full months from that date (the "date of E
co ence e ").
.3 Renewal. The parties have the option to renew this Agreement for an addition s'
(6)month term.
Section Default. In the event of failure of compliance by either party hereto with y
of its material obligations to the other party as provided herein, such action shall constitute a
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default under this s Agreement. Upon such default,the non-defaulting shall provide to the
defaulting party a written Notice of such default,which Notice (a"DefaultNotice") shall state in
reasonable detail the actions the defaulting party must take to cure the same. The defaulting party
shall cure any such default within thirty( )days following e date oft e Default Notice.
Notwithstanding te provisions of this Section, If any such default y the defaulting party
remains uncured at the conclusion of any specified t (30) day cure period, and if the nature
of the defaulting pa 's obligations are such that more than tarty(3 )days is required toeffect
the 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 a commences the cure within the applicable cure period and
thereafter diligently pursues the cure to completion of performance, In the even the defaulting 0.
party fails to affect any required cure as provided for herein,the defaulting party shall be deemed
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to be in uncured default hereunder, and the non-defaulting party shall have the right,buts all not
be obligated,upon written otice to the defaulting party, to terminate this Agreement. If suc
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 ere er, except for any rights and obligations that
expressly survive termination.
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Section . To the extent permitted y law and subject tote provisions and monetary
limitations of Florida Statutes § 76 .2 ,the County and City 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 the administrative, d appellate levels) arising from,related to, or i
connection with the acts or emissions of the respective party or anythird-party vendor contracted
by the respective party in connection with this Agreement.
Section cope Services.
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6.1 The City and County employees shall do, perforin, and carry out in a professional
d proper manner,the Scope of Services described below,
6.2 The City and County employees shall utilize a pumpout sticker system to assist
Florida Fish and Wildlife Conservation Commission (hereinafter "F C") i
assuring anchored vessels'are not discharging sewage into marine sanctuary )
waters. Upon the first service byte Pumpout Vessel to the Serviced Vessel, the
Pumpout Vessel Captain shall affix the identification decal (indicating the month
d year of the out) to the bow of the serviced vessel, adjacent to the location
of its state vessel registration decal. An identification decal may not be provided to a 0
vessel owner or affixed to a vessel unless it has been serviced by the City's Pumpout
Vessel, and service shall not be provided to any vessel(which does not have sewage
to be ) simply for the purpose of acquiring an identification ec ° Service �
may also be denied if the vessel to be pumped out is not properly equipped, as
determined y the City, to provide for a safe, secure purnpout ( or example,
improper deck fittings or improper sewage lines, etc.) which ay reasonably result
in a sewage leak or other breakdown, danger, or nialluriction. Each time a purnpout
is conducted upon a new calendar month, a new month and year identification deal
shall be affixed to the vessel.
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6.3 Upon the first service by the Pumpout Vessel to the Serviced Vessel, the Pumpout
Vessel Captain shall also provide an orange pumpout flag to the vessel
owner/operator. After er e first service, a vessel owner/operator wishing to receive
subsequent pumpout service s all display the orange pumpout flag when service
is requested in order to receive pumpout service. The City shall not pump out a
vessel that does not display the orange pumpout flag even if the vessel is
registered for routine service. A weekly service schedule shall be made available
on the City's website so vessel owners know when to expect service in their area.
Pumpouts may be performed based on a weekly service schedule providing a
maximumof one pumpout per week per individual vessel.
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6.4 The parties agree that the marine pumpout service areas contemplated and :5
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encompassed y the scope of services herein.
6.5 The County shall hire two temporary full-time (40 hours/5days per week) marine
pumpout workers to assist the City's Pumpout Vessel Captains in conducting
pumpouts. 'These staff will be supervised by City stall and must adhere to the
Coun 's performance standards. e County staff members shall also assist the
City's pumpout operatic e City's mooring fields in order for City to be able to a
provide its assistance with e County pumpouts. City will not be compensated by
County for the pumpouts in e City mooring fields.
6°6 If either of the County hired temporary ll time marine purnpout workers behavior
violate City performance standards, the City Out Vessel Captains shall notifyi�
e City Port Authority Director and the County Senior Marine Resources _
Admiridstrator. e County shall i vestigate the report according to County
Employee policy for discipline,up to and including termination. _
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6-3 The City shall commence the mobile pumpout service contemplated e° at the
direction of the County Administrator or his designee, in consultation with e City
Manager or his designee.
6. ails o . The City shall submit daily pu pout logs tote Monroe County
Planning and Environmental Resources Department's Marine Resources Office <
Senior Administrator on a monthly basis, which shall be specific to each pumpout
vessel,pumpout vessel captain, and service area. The daily log shall include:
1The date of service;
The name and registration number of each vesselpumped; and
The number of gallons of sewage pumped out for each vessel.
The City shall ensure that the volume of sewage pumped outs all be totaled
at the bottom of each pumpout log. It may also be necessary to provide
additional documentation for State requirements, such s method of disposal.
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6.9 Authorized Worke for C2MgLqsation.
.9.1 The City shall o -cut anchored out vessels (i.e., "anchor-outs")
e areas specified in Exhibit"A." delineating certain areas aroundWisteria
Island,Fleming Key,Cow Key Channel,and Boca Chica Basin.
. .2 The County shall pay the City 25.5 per pumpout, fora maximum of 1,000
pumpouts per month,billed quarterly.
6.9.3 Not-to-Exceed t® This Agreement's totalnot-to-exceed amount per
month shall be 25,5 0; this Agreement's total not-to-exceed amount per 0.
quartershall e 76,74 ; this Agreement's total not-to-exceed six-month
amount shal e53, 5 , CL
Section o i s e provisions of Florida Statutes § 76 .2 ,the participation of
the City and the County in s Agreement and the acquisition of any insurance, including but not
limitedo any conimercial 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 liabilitycoverage, nor shall any agreement or contract entered into by the County or City
e required to contain y provision forwaiver.
Section ° ,Amount-of Compensationva ° 'ty of Funds.
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.1 The City shall not charge customers of the purnpouts ice for the service(s)
rendered under this Agreement.
8.2 Ealment. -
.2.1 The County shall pay the City in fort e Ciy's perforinance of authorized work.
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.2.2 Consulting, lobbying, travel and lodging are specifically excluded from payment.
Payment shall be made only for services provided and there are no reimbursable
items.
.2.3 County payment to the City will be made after services are rendered and the City
sends Monroe County an invoice. The invoice s l describe in etail the services
performed, e payment amount requested, ort° g documentation, and must
include: L&I The invoice ate; M. The agreement number, if applicable-, fQ
Date(s)of Service;M. Documentation of number of purnpouts performed.And( .) 0
Daily Logs.
8.2.4 Budget. The City may not be entitled to receive, and the County is not obligated
to pay, any fees or expenses in excess of the amount budgeted for this Agreement
in the Couny's fiscal year (October 1 - September 3 .) by the Co ty's Board o
County Commissioners. The budgeted amount may only be modified by an
affirmative act of the Couny's Board of County Commissioners. The County's
performance and obligation to pay under this Agreement is contingent upon an
annualappropriation byte Board of County Commissioners and the approval of
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Boardthe rs at the time of Agreement initiation, and is furthermore
contingent upon sufficient, continuous funding to the County by FDEP and/or
other sources.
Section 9. Contractor's License.
9.1 The City shall secure,maintain and pay for any pen-nits and licenses
necessary tooperate pumpout vessels and associated equipment an
infrastructure. It is the Ciy's responsibility to maintain all pennits an
licenses that may be required. By signature hereon,the City warrants that it is
authorized by law to engage in the performance of the activities herein
described, subject to the terms and conditions set forth in these Agreement
documents. Proof of such licenses and approvals shall be submitted to the 0.
County upon request. The City has, and shall maintaint ou out the term o
this Agreement, appropriate icenses and approvals required to conduct its
business, and hereby represents that it will at all times conduct its activities in 0
a reputable er.
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9.2 To the extent required y law in connection with the Co ty's two temporary
fidl-time(40 hours/5days per week)marine purnpout workers,the County shall
secure,maintain, ay for any necessary permits and licenses, and itshall
e the Ca ty's responsibility, regarding its two temporary full-time marine
pumpout workers, to maintain all permits and licenses that may be required.
y signature hereon, the County warrants that it is authorized by law to is
engage in the performance of the activities herein described, subject tote
terms and conditions set forth in these Agreement documents. Proof of suchlicenses and approvals shall be submitted tote City upon request. The
County has, and shall maintain throughout the term of this Agreement,
appropriate licenses and approvals required to conduct its business, and
hereby represents at it will at all times conduct its activities in a reputable
manner.
Section f g. Staffing is of paramount importance. ac party shall provide at E
its own expense all necessary personnelo provide the services under this Agreement. One
party's personnel shall not be employees of or have any contractual relationship with e other.
Section e _Utilities.The City shall be responsible for payment of any utility charges
associated with the mobile purepout service.
Section i icy 'on and Hold Harmless.
2.1 To the extent allowed by law and subject tot e Sovereign immunity limits of
Section 768.28 Florida Statutes he City covenants and agrees to hold
harmless the County, and its officers and employees, from liabilities,
damages,losses, and casts, including but not limited to, all fines, suits,
claims,demands, actions, costs,obligations, and atto ey's fees, or liability
of any kind W arising out of,related to, or in connection with the
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negligence,recklessness, or intentional wrongful conduct of the City,
su contractor(s), and other persons employed or utilized y the City in the
performance of the Agreement,or Q arising out of, related to,or in
connection with e willful non-performance of the City.
12.2 To the extent allowed by laws and subject tote Sovereign immunity limits
of Section 768.25 Florida Statutes the County covenants and agrees to hold
harmless the City,and its officers and employees, from liabilities, damages,
lasses, and casts, including t not limited to, all fines, suits,claims,
demands, actions,casts, obligations, a o ey's fees, or liability of any
kind LIJ arisingout of,related to, or in connection with the negligence, 0.
recklessness, or intentional wrongful conduct of the County,
subco tractor(s), and other persons employed or utilized by the County in the
performance aft e Agreement, or Q arising out of,related to, or i
connection with the willful non-performance of the County,
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Section rear Terms.The passing,approval, and/or acceptance by one party
of any defect in the services _..furnishedby the other, shall not operate as a waiver by the first arty
of strict compliance with the terms of this Agreement, specifications covering e services.
The breach y either party of this Agreement shall be governed y the section(s)below o
termination for cause.
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Section r t t Cause.Each party may terminate this Agreement
without cause by providing the other with tten notice of tennination at least thirty(3 ) days
prior tot e date of termination. Authorized compensation shall e paid tot e other through the
end of provision or services or for the thirty( )days, whichever is shorter,
Section . Termination withCause. In addition to all the terms set forth herein, c
each a ay terminate this Agreement for cause if the other shall efault in the performance
of any of its obligations er this Agreement.
Section Maintenance of Records.Each party shall comply with all public records
d records retention requirements mandated by Section 24,Article 1, of the Florida W
Constitution, and Chapter 119, Florida Statutes, and shall ai taro and beep all books,
documents, and records directly pertinent to performance under this Agreement as are necessary
to document the performance of this Agreement and expenses as incurred and in accordance with
generally accepted accounting rinci es consistently applied. Records shall be retained for a
period of 7 years from the termination of this Agreement or fors period of 3 years from the date 0
of submission of the final expenditure report in accordance with CFR § 200.333,whichever is
eaters Each party shall have the right to unilaterally cancel s Agreement upon violation of E
this provision y the other. Failure of one party to abide by the terms oft is provision shall be
deemed a material breach oft this Agreement. This provisions shall survive any termination o
expiration of the Agreement. Each party to this Agreement or its authorized representatives shall
have reasonable and timely access to such records of each other party to this Agreement during
e term of the Agreement and for four years following the termination of this Agreement. If a
auditor e to e by the County or Monroe County Clerk of Court determines that monies paid
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tot e City pursuant to this Agreement were spent for purposes not authorized by this Agreement,
or were wrongfully retained by the City,the City shall repay the monies together with interest
calculated ursu t to Florida Statutes § 5 .03,running from the date the monies were paid by
the County.
Section 17. Public Access and Public Records Compliance.The parties must
comply with all Florida public records laws,including but not limited to Chapter 119, Florida
Statutes and Section 24,Article 1, oft e Florida Constitution. The parties shall each allow and �
permitreasonable 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 19,Florida Statutes, and made or received by the County and City in connection with 0.
this Agreement and related to Agreement erfa ce. Either party has the right to unilaterally
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cancel this Agreement upon violation of this provision by the other. This provision shall survive
y termination or expiration of the Agreement.
Each arty is encouraged to consult with its advisors about Florida's public records laws in order c
to comply with this provision. Pursuant to Section 119.0701,Florida Statutes, and the terms and
conditions aft this Agreement, each party is require o: y
Keep and maintain public records that would be required y the other to perform the
service contemplated ere er.
Upon receipt from one arty's custodian of records, confirm receipt of public records
requests and provide a copy of the requested records or allow the records to be inspectedi�
or copied within a reasonable time at a cast 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 c
disclosure requirements are not disclosed except as authorized by lava for the duration of
e Agreement term(s) and following expiration, tennination, or completion of the
Agreement if one party with sole possession of records related to this Agreement does not E
transfer such records tot e other party.
Upon completion of the Agreement,transfer, at no cost, to the other party all public
records in ossession of the first party or keep and maintain public records that would e '✓
required y the other party to perform the service. If one party transfers all public records
to the other upon completion of the Agreement, that party shall destroy any duplicate
public records that are exempt or confidential and exempt from public records disclosure -
requirements. If one party keeps and maintains public records upon completion of the 0
Agreement,that party shall meet all applicable requirements for retaining ublic records.
All records stored electronically must be provided tot e other party,upon request from
the other p y's custodian of records, in a format that is compatible with e information
technology systems oft e other
5 A request to ` sect or copy or obtain public records relating to a County Agreement
must be made directly to the County,but if the County oes not possess the requests
records,the County shall immediately notify the City oft e request, and the City must
provide the records to the City or allow the records to be inspected or copied within a
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reasonable time.
request to ` sect or copy or obtain u lie records relating to a City Agreement must
be made directly to the City,but if the City does not possess the requested records,the
City shall immediately notify the County oft e request, and the County must provide the
records to the City or allow the records to be inspected or copied within a reasonable time.
f one party does not comply with the other's request for records,that first party shall enforce the
Agreement's ai ten ce of records and/or public access and public compliance provisions,
notwithstanding the its option to unilaterally cancel this Agreement upon violation of
said provision(s)by the other. A party who fails to provide the public records to the other, or on
0.
behalf of the other as set forth herein,pursuant to a valid u is records request within a
reasonable time, may be subject to penalties under Florida Statutes § 119. 0. CL
The neither party shall transfer custody, release,alter, destroy or otherwise dispose of any public
records unless or otherwise rovi e in this provision or as otherwise provided by law.
Section 18. Compliance with Law.in providingl service pursuant to this
Agreement, each party shall aide by all statutes, ordinances,rules, and regulations pertaining to,
or regulating the provisions o , such service, including ose now in effect and hereinafter
adopted. Amy violation by one party of said statutes,ordinances,rules, and regulations shall
constitute a material breach of this Agreement ands all entitle the other party to terminate this
contract immediately upon delivery of written notice of termination tot e first.
Section ise cs re
,.Conflict of Interest, o e of tics.
LAJEach party represents that it, its officers and employees,presently have no interest and
shall acquire no interest, either direct or indirect,which would conflict in any manner
with e performance of services required by this Agreement, as provided in Section
1 . 11, et° seq.,Florida Statutes.
jffi Eachagrees that its officers and employees recognize and will be required to
comply with e standards of conduct for public officers and employees as delineated in E
Section 112.313, Florida Statutes,regarding,but not limited to, solicitation or acceptance <
f gifts; doing business with one's agency; unauthorized compensation;misuse of public
position, conflicting employment or contractual relationship-, and disclosure or use o
certain information,
Section ® --_Notice_ e€ ire e teeAny notice required or permitted under this
Agreement shall be in writing and hand deliveredor mailed,postage prepaid,tot e other party
by certified ail,returned receipt requested, to the following:
RomanFOR MONROE COUNTY,FLORIDA:
Gastesi,Jr.
County Administrator
Monroe County Historic Gato Bldg.
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I 100 Simonton Street
Key West, Florida 33 040
With copies to:
Robert B. Shillinger, Esq. y
Monroe County Attorney
1111 121bSt., Suite
Key West,FL 330
0
and 0.
Emily Schemper
Senior Director-Monroe County Planning&Envtl. Resources Department
793 Overseas Hwy.
Marathon,FL 33
If to CITY:
Gregory ° Veliz
City Manager
City of Key West
Box 1409
Key West, Florida 3 3041
With a copy to:
Shawn Smith, Esq.
City Attorney
City of Key West
Box 1409
Key West,FL 33041
y Notice required by this Agreement to be given or made within a specified e `o of time, or '✓
on or before a date certain, shall be deemed t®have been duly given if set by certified ail,
return receipt requested,postage and fees re delivered; or sent by overnight elivery
service.
Section it - rt °Beneficiaries.Nothing contained herei shall create any
relationship, contractual or otherwise,with or any rights in favor o , any third party.
Section . Claims for State or Federal ® Eachparty agrees a eachshall e,
and is, empowered o apply for, seek, obtain federaland state fimds to further the purpose o
this Agreement;provided that all applications,requests, grant proposals, and funding
solicitations shall be approved y each a prior to submission.
Section 3. kEjyjjtges and Immunities.
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.1 All of the privileges and immunities from liability, exemptions from a s,
ordinances, and ryes and pensions and relief,disability,workers'
compensation, and other benefits which apply to the activity of officers,
merits, or employees of any public agents oremployees oft e 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.
0
23.2 All of the privileges and immunities from liability, exemptions from laws, 0.
ordinances, and rules and pensions and relief,disability,workers'
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compensation, and other benefits which apply tot e activity of officers,
agents, or employees of any public agents or employees of the City,when
performing their respective functions under this Agreement i n the
territorial limits oft e City shall apply to the same e and extent to the a
performance of such functions d duties of such officers, agents, volunteers,
or employees outside the territorial limits aft e City. y
Section 24. Regulatory Powers.
24.1 Nothing contained erein shall be construed as waiving either a 's
regulatory approval or enforcement rights or obligations as it may relate to
regulations of general applicability, ac may govern the Agreement.
24.2 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 i
accordance with ordinances, rules and regulations, federal laws and
regulations and state larva and regulations.
Sectionm No Personal Liability.No covenant or agreement contained herein shall
be deemed to be a covenant or agreement of any member, officer, agent oremployee of the
County or City in his or her individual capacity, and no member, officer, agent or employee of
the County or City shall be liable personally in connection with s Agreement or be subject to
any personal liability or accountability by reason aft e execution of this Agreement.
Section v r i e e, erpreta ® o is a ees® L °s
Agreement shall be governed by and construed in accordance with the laws oft e State of
Florida applicable to ILAs made and to be performed entirely in the State. In the event that any �
cause of action or administrative proceeding is instituted fort e enforcement or interpretation o
this ILA, the parties agree that venue shall lie in the 16 Judicial Circuit,Monroe County,
Florida, in the appropriate court or before the appropriate administrative body. This ILA shall not
be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this
Agreement shall be in accordance with e Florida Rules of Civil Procedure and usual and
customary procedures required by the circuit court of Monroe County.
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Section 27. Attorneys Fees and Costs.To the extent allowed by law and subject to
the Sovereign Immunity limits of Chapter 768.28 the County and City agree that in the event any
cause of action or administrative proceeding is initiated or defended by any party relative to the
enforcement or interpretation of this ILA,the prevailing party shall be entitled to reasonable
attorneys' fees and costs, and out-of-pocket expenses, including the fees and expenses of any
paralegals,legal assistants and law clerks, and including fees and expenses charged for
representation at administrative,trial and appellate levels.
Section 28. Adjudication of Disputes or Disagreements.The County and City 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 0.
satisfaction of the parties,then any party shall have the right to seek such relief or remedy as
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may be provided by this Agreement and,to the extent not covered by this Agreement,by general
law. This provision does not negate or waive the preceding provisions of this ILA concerning
termination or cancellation.
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Section 29. Cooperation. In the event any administrative or legal proceeding is
instituted against either party relating to the formation, execution,performance, or breach of this y
ILA,the County and City 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
ILA or provision of the service under this Agreement.
0
Section 30. Non-Assignability. This Agreement shall not be assignable by either party
unless such assignment is first approved by both parties.
Section 31. Independent Contractor.
31.1 The City and its employees,volunteers, agents,vendors and subcontractors
0
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. W
31.2 The County and its employees,volunteers, agents,vendors and
subcontractors shall be and remain independent contractor and not agents or
employees of the City 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 32. Severabilit '. If any term, covenant, condition or provision of this ILA(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 ILA shall be valid and shall be enforceable to the
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by l the t of the rennfift conditions
of �' t of the mVinal
intent ,
o f this ILA.The County and city agree to rd=the UA to replan Y
with a provision as c1 as possible to of ProviSKdsion.
provision
on 33. Survival_ofprovisions_ of Y orconditionsof either
survivethat require acts beyoz4 ffie of theAgreemm% dIAH remain in full km and '
effect
compleW and shall be fidlY adoweable by either
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Sparty represats and warrants to the other
execution,delivery aW Performance of this Agreenient have beezi duly authorized by all CL
nensmy County and corporate °on,as by law.
Section 35.
the County and the ' a
this IIA must be in ' ex
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Section
36. _ on s. Section headings have been fimertedinthis ILAas a
matter Of of refimence oWy,aM it is agmed that such section hadinp are not a
of not be in °on of y ° 'on of thisAMement
Section 37. : tlon lY e c
may be executed in any mmiber of
of which shall be re as an ofi&A aU of which tal=to
constitute one and the same iMniment and any of the parties hwdo may necute this HA by
signing my such countaqwt
In Witness Wha*K the parties have execuW this Agreement
as indicated
N
oC�7N E
BOARD OF COUNTY CONEMsioNFM O
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As Deputy dwk W €i2t:
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"99 TO
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CITY OF Y ST RIDA�,.-". A
roe. riz, City er - .
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Date• ,
APPROVED AS TO FORM AND 0.
(SEAL) LEGALITY FOR THE USE AND
RELIANCE OF CIT F:y .F KEY WEST,
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ATTL" eri Smith ity Ch FLORIDA ONL
BY ; , c
Clerk Shawn Smitlf,'
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