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Item L3 L3 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE �� i Mayor Holly Merrill Raschein,District 5 The Florida Keys Mayor Pro Tern James K.Scholl,District 3 Craig Cates,District 1 Michelle Lincoln,District 2 David Rice,District 4 Board of County Commissioners Meeting July 17, 2024 Agenda Item Number: L3 2023-2651 BULK ITEM: Yes DEPARTMENT: Planning & Environmental Resources TIME APPROXIMATE: STAFF CONTACT: Brittany Burtner N/A AGENDA ITEM WORDING: Approval of an Inter-Local Agreement("ILA") Between Monroe County and the Village of Islamorada Reimbursing the Village in an Amount of Up To $14,000 from Boating Improvement Funds ("BIF") For Costs To Be Incurred By the Village During FY'25 for Regulatory Buoy Maintenance. ITEM BACKGROUND: The Monroe County Board of County Commissioners (`BOCC" or"Board")provides Boating Improvement Fund(`BIF") funding to the various municipalities for boating and waterways related projects through an annual application and selection process. The Planning and Environmental Resources Department's Marine Resources Office received a BIF funding application from the Village of Islamorada ("Village") in the amount of$14,000.00 in March 2024 for costs anticipated to be incurred by the Village in FY'25 for regulatory buoy maintenance. The Board approved the selection of the Village for BIF funding at its May 15, 2024, BOCC meeting,providing a funding amount of $14,000 (25% of project cost, 100% of requested amount), and directed professional staff to prepare an Inter-Local Agreement ("ILA"). The attached ILA is requested for Board approval and provides for BIF reimbursement funding to the Village subsequent to the performance of services and payment for those services in FY'25 and submittal of required documentation. PREVIOUS RELEVANT BOCC ACTION: Oct. 2011: Approval of Monroe County Resolution No. 371-2011 establishing policy for BIF reimbursement funding procedures. Feb. 2012: Approval of Monroe County Resolution No. 080-2012 revising policy for BIF reimbursement funding procedures. 3760 July 2012: Approval of ILA with Islamorada for $30,000 for regulatory buoy maintenance July 2013: Approval of ILA with Islamorada for $20,000 for regulatory buoy maintenance July 2014: Approval of ILA with Islamorada for $22,500 for regulatory buoy maintenance July 2015: Approval of ILA with Islamorada for $25,000 for regulatory buoy maintenance July 2016: Approval of ILA with Islamorada for $18,000 for regulatory buoy maintenance July 2017: Approval of ILA with Islamorada for $10,000 for regulatory buoy maintenance July 2018: Approval of ILA with Islamorada for $10,000 for regulatory buoy maintenance Aug 2019: Approval of ILA with Islamorada for $10,000 for regulatory buoy maintenance July 2020: Approval of selection and ILA with Islamorada for $10,000 for regulatory buoy maintenance August 2021: Approval of ILA with Islamorada for $10,000 for regulatory buoy maintenance August 2022: Approval of ILA with Islamorada for $14,000 for regulatory buoy maintenance July 2023: Approval of ILA with Islamorada for $14,000 for regulatory buoy maintenance May 2024 -Approval of selection of BIF funding requests from the Village of Islamorada for $14,000 and the City of Key Colony Beach for $2,993 and direction to prepare ILAs to award said funding. INSURANCE REQUIRED: No CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval. DOCUMENTATION: ILA—Islamorada FY25.pdf FINANCIAL IMPACT: Effective Date: 10/1/2024 Expiration Date: 9/30/2025 Total Dollar Value of Contract: $14,000 Total Cost to County: $14,000 Current Year Portion: N/A Budgeted: Yes Source of Funds: 157-62520-530340 (State Boating Improvement Funds) CPI: N/A Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: No If yes, amount: 3761 Grant: No County Match: N/A Insurance Required: No 3762 INTERLOCAL AGREEMENT THIS INTERLOCAL AGREEMENT (Agreement) is entered into as of this day of , 2024, between the Board of County Commissioners of Monroe County, Florida, a political 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 "VILLAGE" 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 VILLAGE has requested that the COUNTY provide reimbursement funding in the amount of$14,000 from BIF for costs to be incurred during FY'25 for regulatory buoy maintenance; and WHEREAS, the above expenditures are qualified expenditures from the State BIF; and WHEREAS, at the May 15, 2024, regular BOCC meeting the Board of County Commissioners of Monroe County, Florida, approved the selection of the BIF funding request submitted by the VILLAGE and to provide funding in the amount of$14,000; NOW THEREFORE, in consideration of the mutual promises and covenants herein contained, it is agreed between the COUNTY and the VILLAGE as follows: Section 1. Payment. The COUNTY agrees to reimburse the VILLAGE for costs incurred in FY'24 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$14,000 for regulatory buoy maintenance. 1.3 To receive payment, the VILLAGE shall submit all requests for payment and applicable invoices to the Senior Administrator of the COUNTY's Marine Resources Office by September 1, 2025. The invoices must describe the services performed, together with proof that payment has been made to the VILLAGE'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 VILLAGE represents that it has complied with all of its purchasing requirements. 1.5 Funding of this Agreement is contingent upon an annual appropriation by the COUNTY. 1of10 3763 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 parry hereto with any of its material obligations to the other parry as provided for herein such action shall constitute a default under this Agreement. 3.2 Upon any such default,the non-defaulting parry shall provide to the defaulting parry a written Notice of such default,which Notice(Default Notice)shall state in reasonable detail the actions the defaulting parry must take to cure the same. 3.3 The defaulting parry 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 parry remains uncured at the conclusion of any specified 30 day cure period, and if the nature of the defaulting parry's obligations are such that more than 30 days is required to effect cure,then the defaulting parry shall not be in default hereunder and the non-defaulting parry shall not have the right to exercise its termination rights granted herein as a result of any such default, if the defaulting parry commences cure within the applicable cure period and thereafter diligently pursues cure to completion of performance. 3.5 In the event the defaulting parry fails to affect any required cure as provided for herein, the defaulting parry shall be deemed to be in uncured default hereunder, and the non-defaulting parry shall have the right, but shall not be obligated, upon written Notice to the defaulting parry, to terminate this Agreement. 3.6 If such Notice is given, this Agreement shall terminate on the date set forth in the Notice and the parties shall be relieved of all rights and obligations hereunder, except for any rights and obligations that expressly survive termination. Section 4. Indemnification. 4.1 To the extent permitted by law and subject to the provisions and monetary limitations of Section 768.28, Florida Statutes,the VILLAGE, 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 2of10 3764 both the trial and appellate levels) arising from the acts or omissions of the VILLAGE or any third parry vendor contracted by the VILLAGE 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 parry may designate to the other parry by mail: If to Monroe County: Kevin Wilson Acting 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 121h Street, Suite 408 P.O. Box 1026 Key West, Florida 33041-1026 If to Village: Robert Cole Village Manager Islamorada, Village of Islands 86800 Overseas Highway Islamorada, FL 33036 With a copy to: 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 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 3of10 3765 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 parry 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 parry 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 161h 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 VILLAGE 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. VILLAGE shall also provide access to the personal property reports, permits, and equipment purchased or utilized under this Agreement. It is the responsibility of VILLAGE to maintain appropriate records in accordance with generally accepted accounting principles consistently applied to insure a proper accounting of all funds and expenditures. Records shall be kept for a period of five (5) years following execution of this Agreement. VILLAGE 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 VILLAGE for the amount of the audit exception and VILLAGE 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 VILLAGE 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, 4of10 3766 and made or received by the COUNTY and VILLAGE in conjunction with this Agreement; and the COUNTY shall have the right to unilaterally cancel this Agreement upon violation of this provision by VILLAGE. 9.2 The COUNTY may cancel this Agreement for refusal by the VILLAGE, or the VILLAGE'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 VILLAGE 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 VILLAGE under this Agreement were used for a purpose not authorized by this Agreement, then the VILLAGE 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 VILLAGE. 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. 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 5of10 3767 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 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 6of10 3768 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 parry 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 parry. 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-parry claim or entitlement to or benefit of any service or program contemplated hereunder, and the VILLAGE and the COUNTY agree that neither the VILLAGE 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 VILLAGE 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 VILLAGE or COUNTY be required to contain any provision for waiver. 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. 7of10 3769 Section 14. Independent Contractor. 14.1 The VILLAGE 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 VILLAGE 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 parry. Section 17. Waiver. 17.1 The failure of either parry to this Agreement to object to or to take affirmative action with respect to any conduct of the other which is in violation of the terms of this Agreement shall not be construed as a waiver of the violation or breach, or of any future violation, breach or wrongful conduct. Section 18. Funding. 18.1 The parties agree that the COUNTY's responsibility under this Agreement is to provide funding only. Section 19. Authority. 8of10 3770 19.1 Each parry 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 parry, other than those that are expressly set forth herein. 22.2 No agent, employee, or other representative of either parry 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.] 9of10 3771 IN WITNESS WHEREOF,the parties hereto have executed this Agreement as indicated below. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA BY: Mayor Holly Merrill Raschein (SEAL) ATTEST: Kevin Madok, Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY: MONROE co. Y ATTORNLY BY: AFP TO FOR As Deputy Clerk _....... ` .. . PEMER MORMS ASSISTANT COUNTY ATTORNEY gate; — 7/2/24 Assistant County Attorney V q ISLAMORADA, VILLAGE OF ISLANDS, ,. FLORIDA t3� Robert Cole,Village Manager ,a Date: June 28,2024 4 d ;f APPROVED AS TO FORM AND LEGALITY FOR THE USE AND RELIANCE OF ISLAMORADA, ATTEST: Marne McGrath, Village Clerk VILLAGE OF ISLANDS, FLORIDA ONLY: � BY: lr`-v Clerk �..... .. Printed Name: Lori Smith-Lalla 10 of 10 3772