10/19/2021 to 10/18/2031 09/15/2021 Jp' -7.4...N00, Kevin Madok, CPA
0,(P�o ...:.. v Clerk of the Circuit Court& Comptroller— Monroe County, Florida
\�\\\ECOUN�•
DATE: September 28, 2021
TO: Daryl Greenlee, Director
Fleet Management
Tammy Acevedo
Executive Assistant
FROM: Pamela G. Hanc. )).C.
SUBJECT: September 15th BOCC Meeting
Attached is an electronic copy of the following item for your handling:
C3 Interlocal Agreement for Joint Use of Fueling Facilities between Monroe County and
the Monroe County School Board.
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 Point Road
Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070
305-294-4641 305-289-6027 305-852-7145 305-852-7145
INTER-LOCAL AGREEMENT FOR JOINT USE OF
FUELING FACILITIES
BETWEEN MONROE COUNTY AND
MONROE COUNTY SCHOOL DISTRICT
THIS AGREEMENT made and entered into this 15th day of September2021 by and
between the Monroe County, a political subdivision of the State of Florida, (hereafter"County"),
whose address is 1100 Simonton Street, Key West, FL 33040, and the MONROE COUNTY
SCHOOL DISTRICT OF MONROE COUNTY, FLORIDA, an independent constitutional
office, (hereafter "School Board"), as the contracting agent for the Monroe County School
District, whose address is 241 Trumbo Road, Key West, FL 33040.
WITNESSETH:
The County and the School Board hereby agree as follows:
1. Recitations
A. Chapter 163, Florida Statutes, known as the "Florida Interlocal Cooperation Act
of 1969" ("the Act"), specifically provides that its purpose is to "permit local governmental units
to make the most efficient use of their powers by enabling them to cooperate with other localities
on a basis of mutual advantage and thereby to provide services and facilities in a manner and
pursuant to forms of governmental organization that will accord best with geographic, economic,
population, and other factors influencing the needs and development of local communities."
(Sec. 163.01(2), F.S.).
B. The Act further provides that "a public agency of this state may exercise jointly
with any other public agency of the state . . . any power, privilege, or authority which such
agencies share in common and which each might exercise separately." (Sec. 163.01(4)).
C. The Act's definition of "public agency" includes a county and a school district.
(Sec. 163.01(3) (b)).
D. The County and the School Board, pursuant to this Act, desire to enter into this
Inter-local Agreement ("the Agreement") for the purposes, and upon the terms and conditions,
described below, believing that this Agreement will allow each agency to make more efficient
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use of facilities, personnel, and services necessary to, common to, or available to each agency,
and having a goal of a more economical and efficient use and savings of public funds.
2. Entire Agreement
It is hereby understood and agreed that this contract states the entire agreement and that the
parties are not bound by any stipulations, representations, agreements, or promises, oral or
otherwise, not printed in this Agreement. No representations were made or relied upon by either
party, 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. This Agreement shall not be
assignable by either party.
3. Purpose of Agreement
'The purpose of this Agreement is to define the respective duties and obligations of the
County and the School Board under this Agreement relative to the provision of joint-use fueling
sites throughout Monroe County that would benefit both the school district and the County.
4. Method for Accomplishing Purpose
The basic method for accomplishing the purpose of this Agreement is for the County to
provide its available sites at the Magnolia Public Works Yard, Marathon, and Key West
Garages, and for the School Board to provide its available sites at the Upper Keys
Transportation Complex, Sugarloaf School, and the Stock Island Bus Garage, such sites to be
used jointly by the County and the School Board for fueling of their vehicles.
5. Term of Agreement
This Agreement shall be for a period of ten (10) years commencing October 19th, 2021
and expiring on October 18th, 2031.
6. Default, Rescission or Termination of Agreement
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A. 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.
B. 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 party
shall cure any such default within 30 days following the date of the Default Notice.
C. 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
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 party commences the cure within the applicable cure
period and thereafter diligently pursues the cure to completion of performance.
D. 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.
E. 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.
F. This Agreement may be terminated by either the County or the School Board by written
notice to the other party at least sixty (60) days in advance of the termination date.
7. Existing Fuel tanks, Facilities, and Related Computerized Equipment
A. The County and the School Board shall use the following existing fueling facilities.
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1. Magnolia Public Works Yard
2. Marathon County Garage
3. Key West County Garage
4. Upper Keys Transportation Complex
5. Sugarloaf School
6. Bus Garage on Stock Island
8. Maintenance of Fuel Tanks and Related Computerized Equipment
The County and School Board agree that they shall each be responsible for the
maintenance of the fueling site under their immediate control. That is, specifically, the County
shall be responsible for the maintenance of its fueling sites located at the Magnolia Public
Works Yard, Marathon, and Key West County Garages, and the School Board shall be
responsible for the maintenance of its fueling sites at the the Upper Keys Transportation
Complex, the Sugarloaf School, and the Stock Island Bus Garage.
9. Acquisition of Gasoline and Diesel Fuel; Contracting Agent for Agencies
In order to assure that the County and the School Board obtain the most favorable
purchase price for the gasoline and diesel fuel, the County and School Board agree to jointly bid
and advertise (using the County's format policies and procedures) for the purchase and
acquisition of same. Such a joint venture shall be for advertisement and bid only.
However, County and School Board shall each act as their respective contracting agency during
the purchasing phase of the above-described materials, and as to receiving delivery of same from
the designated contractor. By example, while the County and School Board agree to jointly bid
and advertise for the total amount of required petroleum products and related materials necessary
under this agreement— applying the rationale that as such a "bloc" they will be able to obtain the
most competitive (ie. lowest) overall price — as to each agency's actual purchasing of the bidded
items, the County and School Board shall pay the contractor separately and individually for the
designated share of fuel and related materials to be used by them, as reflected by the respective
purchase requests submitted to the contractor.
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10. Agency License for Use of Real PropertX
The County and School Board agree that each agency shall grant the other a license for
the use of the real property and its improvements for each joint use fueling site.
11. Access to Fuel Tanks
The County and School board agree that authorized users of the fueling sites designated
in this Agreement shall have twenty-four (24) hour access to said sites, and that they shall either
be maintained open, or access otherwise provided to them by a uniform key system, on such a
twenty-four(24) hour basis.
12. Billing and Billing Services
The County shall bill the School Board for fuel utilized by the School Board at those
fueling sites within the County's immediate control and as previously set forth in this
Agreement. Said billing by the County to the School Board shall include an annually adjusted
and agreed upon administrative surcharge for processing, servicing, and handling set by the
Board of County Commissioners of Monroe County, Florida.
Conversely, the School Board shall bill the County for fuel utilized by the County at
those fueling sites within the School Board's immediate control and as previously set forth in
this Agreement. Said billing shall include an annually adjusted and agreed upon administrative
surcharge for processing, servicing and handling set by the Monroe County School Board. It is
furthermore agreed, however, that the School Board shall bill the following entities for fueling
and other related services and materials utilized by said entities, separately from its billings for
same to Monroe County:
A. All vehicles belonging to the Monroe County Sheriff's Department.
B. All official vehicles used by the designated constitutional officials of Monroe County as
part of the scope and ordinary course of their business.
C. All vehicles belonging to participating State of Florida agencies; Florida Highway Patrol,
Florida Marine Patrol, Monroe County Health Dept., Guidance Clinic of the Middle
Keys, etc.
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For purposes of uniformity, the County and the School Board shall both utilize FuelMaster
with cloud-hosted FMLive. Fuel Management Unit (FMU) is the FuelMaster system that
controls fueling at the fuel island dispenser(s).in order to facilitate the cross-billing process and
for the purpose of controlling, accounting, and securing fueling services at all fueling sites falling
under the terms and conditions of this Agreement, on a twenty-four (24) hours per day, seven (7)
days per week basis.
Access to the above FMU shall be provided by an electronic memory key, which shall be
issued by the County and School Board to all authorized designated users of the fueling sites,
and as contemplated by this Agreement.
The County and School Board shall bill each other for the site fueling services and
materials previously set forth herein, on a regular monthly basis. All the parties to this
Agreement agree to mutually cooperate with each other in exchanging the necessary data and
information which shall insure such an efficient, accurate, and regular monthly billing schedule.
13. Claims for Federal or State Aid
Both the County and the School Board agree that either shall be, and is, empowered, to
apply for, seek, and obtain federal and state funds to further the purpose of this Agreement. Any
conditions imposed as a result of funding that may effect this Agreement will be provided to the
other party.
14. Adjudication of Disputes or Disagreements
The County and the School Board agree that all disputes and disagreements shall be
attempted to be resolved by meet and confer sessions between representatives of the County and
of the School Board. If the issue or issues are still unresolved to the mutual satisfaction of the
Board of County Commissioners and the School Board, then either party shall have the right to
seek such relief or remedy as may be provided by this Agreement or by Florida law. This
Agreement is not subject to arbitration. This provision does not negate or waive the provisions
concerning termination or cancellation.
15. Failure of Agency to Pay share of Costs and Expenses, Rights of Other Agencies
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In the event that either the County or the School Board shall fail to pay its respective
share of costs and expenses associated with this Agreement and as provided for herein, the other
party shall have the right to (1) seek payment through the avenues available pursuant to
Paragraph 14 and 19 of this Agreement or under Florida law, or (2) terminate the Agreement as
set forth herein.
16. Liability Coverage, Insurance, Hold Harmless, Indemnity
A. To the extent permitted by law and subject to the provisions and monetary limitations of
Section 768.28, Florida Statutes, the COUNTY and SCHOOL BOARD 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.
B. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the
COUNTY and the SCHOOL BOARD 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 SCHOOL
BOARD be required to contain any provision for waiver.
C. Both the County and the School Board agree that each will obtain general liability, and
property damage insurance coverage through either self insurance, commercial insurance,
or a combination of both, in such limits as the County and the School Board shall
determine appropriate. Additionally, the County and the School Board each represent to
the other that it carries suitable public liability and property damage insurance, or is self-
insured, in the amounts adequate to cover any claim arising out of its respective use of
the fueling site facilities and will continue to carry such insurance or remain self-insured
during the entire term of this Agreement.
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D. The School Board, as a state agency or subdivision defined in Section 768.28, Florida
Statutes, agrees to be fully responsible to the limits set forth in such statute for its own
negligent acts or omissions, or intentional tortuous actions, which result in claims or suits
against either the County or the School Board, and agrees to be liable to the statutory
limits for any damages proximately caused by said acts or omissions, or intentional
tortious acts.
E. The County, as a political sub-division of the State of Florida, as defined in Section
768.28, Florida Statutes, agrees to be fully responsible to the limits set forth in such
statute for its own negligent acts or omissions, or intentional tortuous acts, which result in
claims or suits against either the School Board or the County, and agrees to be liable to
the statutory limits for any damages proximately caused by said acts or omissions, or
intentional tortious acts.
F. Nothing contained in this Section shall be construed to be a waiver by either party of any
protections under sovereign immunity, Section 768.28 Florida Statutes, or any other
similar provision of law. Nothing contained herein shall be construed to be a consent by
either party to be sued by third parties in any matter arising out of this or any other
Agreement.
17. Nondiscrimination
The County and the School Board agree that there will be no discrimination against any
person, and it is expressly understood that upon a determination by a court of competent
jurisdiction that discrimination has occurred, this Agreement automatically terminates without
any further action on the part of any party, effective the date of the court order. The County and
the School Board agree to comply with all Federal and Florida statutes, and all local ordinances,
as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of
the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination in employment on the
basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of
1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on
the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794),
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which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of
1975, as amended (42 USC ss. 6101- 6107)which prohibits discrimination on the basis of age; 5)
The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to
nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and
Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended,
relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health
Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to
confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of
1968 (42 USC s.3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or
financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note),
as may be amended from time to time, relating to nondiscrimination on the basis of disability;
10) Monroe County Code, Chapter 14, Article II, which prohibits discrimination on the basis of
race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity
or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal
or state statutes which may apply to the parties hereto, or the subject matter of, this Agreement.
18. Public Entity Crime
The County and the School Board agree to comply with Section 287.133, Florida
Statutes. A public entity may not accept any bid, proposal, or reply from, award any contract
to, or transact any business in excess of the threshold amount provided in s. 287.017 for
CATEGORY TWO with any person or affiliate on the convicted vendor list for a period of 36
months following the date that person or affiliate was placed on the convicted vendor list unless
that person or affiliate has been removed from the list pursuant to paragraph (3)(f). A public
entity that was transacting business with a person at the time of the commission of a public entity
crime resulting in that person being placed on the convicted vendor list may not accept any bid,
proposal, or reply from, award any contract to, or transact any business with any other person
who is under the same, or substantially the same, control as the person whose name appears on
the convicted vendor list so long as that person's name appears on the convicted vendor list.
19. Cooperation
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The County and School Board agree to participate, to the extent required by the other
party, in all proceedings, hearing, processes, meetings, and other activities related to the
provision of the services and materials under this Agreement in the event any administrative or
legal proceeding is instituted against the other party relating to the formation, execution,
performance, or breach of this Agreement.
20. Venue, Interpretation, Costs, and Fees
In the event that any cause of action or administrative proceeding is instituted for the
enforcement or interpretation of this Agreement, the County and School Board agree that venue
will lie in the appropriate court or before the appropriate administrative body in Monroe County,
Florida or the Southern District of Florida. The County and the School Board further agree that,
in the event of conflicting interpretations of the terms or a term of this Agreement between the
County and the School Board, the issue shall be submitted to mediation prior to the institution of
any other administrative or legal proceedings. Additionally, subject to the sovereign immunity
limits of F.S. 768.28, the County and School Board agree that in the event any cause of action or
administrative proceeding is initiated by or defended by any party relative to the enforcement or
interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's
fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-
prevailing party. Mediation proceedings initiated and conducted pursuant to this Agreement shall
be in accordance with the Florida Rules of Civil Procedure and the usual and customary
procedures required by the Circuit Court of Monroe County, Florida.
21. Books, Records, and Documents
The County and the School Board shall maintain books, records, and documents directly
pertinent to performance under this Agreement in accordance with generally accepted accounting
principles consistently applied. Each party to this Agreement or their authorized representative(s)
shall have reasonable and timely access to such records of each other party to this Agreement for
audit purposes during the term of the Agreement and for four (4) years following the termination
of this Agreement. If an auditor employed by the COUNTY, the Clerk or School Board
determines that monies paid pursuant to this Agreement were spent for purposes not authorized
by this Agreement, or were wrongfully retained by the either party, the party shall repay the
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monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running
from the date the monies were paid by the COUNTY.
22. Covenant of No Interest
The County and the School Board covenant that neither party presently has any interest,
and shall not acquire any interest, which would conflict in any manner or degree with its
performance under this Agreement, and that each's only interest is to perform and receive
benefits as recited in this Agreement.
23. Code of Ethics
The County and the School Board agree that each agency's respective officers and
employees recognize and will be required to comply with the standards of conduct for public
officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not
limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized
compensation; misuse of public position, conflicting employment or contractual relationship; and
disclosure or use of certain information.
24. No Solicitation/Payment
The County and the School Board warrant that neither has employed or retained any
company or person, other than a bona fide employee working solely for County or School Board
to solicit or secure this Agreement and that neither the County nor School Board have paid or
agreed to pay any person, company, corporation, individual, or firm, other than a bona fide
employee working solely for the County or School Board, any fee, commission, percentage, gift,
or other consideration contingent upon or resulting from the award or making of this Agreement.
For the breach or violation of this provision, the County and School Board agree that the non-
breaching agency shall have the right to terminate this Agreement without liability and, at its
discretion, to offset from monies owed, or otherwise recover, the full amount of such fee,
commission, percentage, gift, or consideration.
25. Public Access
11
The County and the School Board shall allow and permit reasonable access to, and
inspection of, all documents, papers, letters, or other material subject to the provision of Chapter
119, Florida Statutes, and made or received by the County or the School board in conjunction
with this Agreement; and the non-violating agency shall have the right to unilaterally cancel this
Agreement upon violation of this provision by the violating agency.
26. Management/Notices
The County's Project Manager under this Agreement is Daryl Greenlee, telephone
number; 305-292-3452, address; 3583 S. Roosevelt Blvd., Key West, Fl 33040. With a Copy to
the County Administrator at 1100 Simonton Street, Key West, F133040 and the County Attorney
at P.O. Box 1026, Key West, F133041-1026.
The School Board's Project Manager is Jason Thomason, telephone number 305-293-1400 ex
53400, address 5330 2nd Ave. Key West, F133040.
Any notice or other written communication, except invoices, between the agencies shall be
considered delivered when posted by Certified Mail, Return Receipt Requested; delivered in
person to the Project Manager; or upon confirmed electronic receipt. Respective mailings shall
be addressed to the Project Manager and other representative at the address listed in the preamble
above.
27. 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.
28. Non-Waiver of Immunity
Notwithstanding the provisions of Section 768.28, Florida Statutes, the participation of
the County and the School board 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
12
shall any contract entered into by the County and the School Board be required to contain any
provision for waiver.
29. Privileges and Immunities
All of the privileges and immunities from liability; exemptions from laws, ordinances and
rules, 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
and the School Board when performing their respective functions within the territorial limits for
their respective agencies shall apply to the same degree and extent to the performance of such
functions and duties of such officers, agents or employees extraterritori ally under this
Agreement.
30. Legal Obligations and Responsibilities; Non-Delegation of Constitutional or StatujM
Duties
This Agreement is not intended to, nor shall it be construed as, relieving any participating
agency from any obligation or responsibility imposed upon the agency by law except to the
extent of actual and timely performance thereof by any other participating agency, in which case
the performance may be offered in satisfaction of the obligation or responsibility. Further, this
Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the
constitutional or statutory duties of the participating agencies, except to the extent permitted by
the Florida Constitution, State Statutes, case law, and specially, the provisions of Chapter 163,
Florida Statutes.
31. Non-Reliance by Non-Parties
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 County and the School Board agree that
neither the County nor the School Board 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
13
apart, inferior to, or superior to the community in general or for the purposes contemplated in
this Agreement.
32. Independent Contractor.
Each party and its employees, volunteers, agents, vendors and subcontractors shall be and
remain independent contractors and not agents or employees of the other party 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.
33. 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.
34. 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.
THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the parties hereto have duly passed under the laws of the
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le*.ageida and have affixed their respective and representative hands and seals on the dates
,0/ ri sated-k
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(SEALY' =z .° BOARD OF COUNTY COMMISSIONERS
°s°q ATTEST;:;. VIN MADOK, Clerk OF MONROE COUNTY,FLORIDA
citii. 11 1 1
MOP By � By
As epu y Cler Mayor/Chairman
Date: 15, 1-1
(SEAL) MONROE COUNTY SCHOOL
DISTRICT
ATTEST:
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By -571-
Clerk Chairman
Date: 9/7/21
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COUNTY ATTORNEY
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