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10/20/2004 Truman Waterfront CIId oIlIIe Cimul coun Danny L. Kolhage Office (305) 292-3550 Fax (305) 295-3663 Memorandum To: Dent Pierce, Director . Public Works Department I 0 Isabel C. DeSantis, Deputy Clerk 'j..!/ Monday, November 01, 2004 From: Date: At the BOCC meeting on September 21,2004, the Board approved the fOllowing item: Agreement between Monroe County and the City of Key West to provide a parking area for County employees on Truman Waternont during the construction of the New Judicial Building at Jackson Square. Enclosed is a fully executed duplicate original of the subject document for your handling. Should you have any questions concerning this matter, please do not hesitate to contact this office. Copies: Finance County Attorney File V AGREEMENT THIS AGREEMENT is made on this ~o7!l-day of OcTOBi.,<, 2004, by and between the City of Key West, Florida ("City") and Monroe County ("County"). WHEREAS, the City owns a property of 33 acres commonly referred to as the Truman Waterfront in Key West, as described in Exhibit "A" (the "Property"); and WHEREAS, commencing on #(Jtlfl'1l1Ul. I ,2004, County has requested temporary ~ use of a portion of the Property as described in Exhibit "B" (the "Parking Area") during the construction period of the new Judicial Building at Thomas and Eaton Streets; and WHEREAS, the parties desire to enter into an agreement for County's use of a portion of the property exclusively for County employee parking; NOW, THEREFORE, upon the mutual promises contained here, the parties agree to the following: 1. TERM. This agreement shall commence on NO C/ i JI1I3L I( I , 2004, and shall terminate on for before IV ()i/;" M fjLI? J ,2006. 2. EARLY TERMINATION. The City may terminate this agreement for any reason upon fifteen (15) days written notice to the County. The County may terminate this Agreement upon fifteen (15) days written notice to the City. 3. AUTHORITY TO RELOCATE. The parties acknowledge that, upon providing 24 hours notice to County, the City may relocate the portion of the Property designated as the Parking Area as described in Exhibit B to any portion of the Property at any time. 4. TEMPORARY UNAVAILABILITY. The County understands that the City holds several large events on the Property throughout the year and that availability of parking for County employees may be limited or not available during these events. A minimum of a ten (10) day notice will be given to the County when parking is unavailability due to City events. The notice shall be provided to the County as per Section 14, below. The following is a list of currently scheduled events during which parking may be unavailable or limited: · Conch Republic Offshore Powerboat Racing Association - November 14th-21 S\ 2004 · HELPLINE Fair December 10th_26th, 2004 · Premier Racing, Inc. Yatchting Race Week - January 4th_27th, 2005 This is a partial list of events for the site. The City expects several additional events to be added. 5. CONSIDERATION. The consideration for this agreement for County employees to park in the Parking Area is the contribution of the County to the Homeless Safe Zone as more fully detailed in a separate agreement. 6. HOURS. The hours of operation shall be 7:00 a.m. to 6:00 p.m. Monday through Friday and Property is only available for County employees. 7. ACCESS. The County, its officers, employees, agents, volunteers, and invitees shall have the same rights of ingress and egress along the right-of-way routes to the Parking Area as do other members of the general public. County shall be responsible for ensuring that these common ways of ingress and egress are used by their officers, employees, agents, volunteers, and invitees in a reasonable, orderly, and sanitary manner. County will conduct itself and will cause its officers, employees, agents, and invitees to conduct themselves with full regard for the rights, convenience, and welfare of all other users of the public property of which the Parking Area is a sub- part. 8. T AMPOA APPROVAL. The Truman Annex Master Property Association (TAMPOA) shall approve of the County's use of the Parking Area prior to commencement (Exhibit C). 9. CONDITION OF PARKING AREA. No structure or improvements of any kind, whether temporary or permanent, shall be placed upon the land without prior approval in writing by the City of Key West Local Redevelopment Authority, a building permit issued by City of Key West and any permits required by law by any other agency, federal or state. Any such structure or improvements shall be constructed in a good and workmanlike manner at County's sole cost and expense, except as otherwise agreed herein. Subject to any landlord's lien, any structures or improvements constructed by County shall be removed by the County at County's sole cost and expense, by midnight on the day of termination of this Agreement or extension hereof, and the land restored as nearly as practical to its condition at the time this agreement is executed unless the City Manager accepts, at the time delivery is tendered, in writing delivery of the premises together with any structures or improvements constructed by County. County shall be solely responsible for obtaining all necessary permits required by any agency and any connection fees required by any utility. County shall perform, at the sole expense of County, all work required in the preparation of the Property or Parking Area hereby leased for occupancy by County except as otherwise provided in this agreement. CITY reserves the right to inspect the leased area and to require whatever adjustment to structures or improvements as City, in its sole discretion, deems necessary. Any adjustments shall be done at County's sole costs and expense. 10. HOLD HARMLESS. County shall indemnify and hold harmless the City, its officers and employees from liabilities, property damage, losses, personal injuries, and costs, including but not limited to reasonable attorney's fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of County, its employees or agents, in the performance of this Agreement subject to the limitations ofS. 768.28, F.S. This indemnification shall survive the expiration or termination of this Agreement. In the event that any action or proceeding is brought against the City by reason of such claim or demand, County shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. County shall defend at its own expense to and through appellate, supplemental or bankruptcy proceedings, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description covered above which may be brought against the City whether performed by the County, or by persons employed or used by the County. 11. SECURITY. City is not responsible for damage, theft, or injury to property of County on the Property. County is solely responsible for its property and for its security while on the Property. 12. NON-ASSIGNMENT. County shall not assign all or any part of this Agreement. 13. GOVERNING LAWNENUE. The laws of the State of Florida govern the validity of this Agreement, its interpretations, and performance, and any claims related to it. The venue for mediation, arbitration, or any other legal proceeding shall be Monroe County, Florida. 14. NOTICE. Notice required under this Agreement shall be provided to: FOR CITY: John Jones Assistant City Manager 525 Angela Street Key West, FL 33040 FOR COUNTY: County Administrator 1100 Simonton Street Key West, Florida 33040 15. MAINTENANCE OF PARKING AREA. The County must keep the Parking Area in good order and condition. The County must promptly repair damage to the premises. At the end of the term of this Agreement, the County must surrender the Parking Area to the COUNTY in the same good order and condition as the premises were on the commencement of the term, normal wear and tear excepted. The County is solely responsible for any improvements to land and appurtenances placed on the Parking Area. County shall not commit waste on the Parking Area, nor maintain or permit a nuisance on the Parking Area. After termination or expiration of this agreement, County shall restore the Parking Area to its condition at the commencement of the agreement period 16. RECORDS - ACCESS AND AUDITS. Each party shall maintain adequate and complete records for a period of four years after termination of this lease. Each party, its officers, employees, agents and contractors shall have access to the other party's books, records, and documents related to this Agreement upon request. The access to and inspection of such books, records, and documents shall be provided at any reasonable time. 17. PUBLIC ACCESS. The County and City shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and City in conjunction with this Agreement; and either party shall have the right to unilaterally cancel this Agreement upon violation of this provision by the other party. 18. RELATIONSHIP OF PARTIES. County is, and shall be an independent contractor and not an employee, agent or servant of the City. County shall exercise control, direction, and supervision over the means and manner that its personnel, contractors and volunteers perform the work for which purpose this lease is entered. County shall have no authority whatsoever to act on behalf and/or as agent for the City in any promise, agreement or representation other than specifically provided for in this Agreement. The City shall at no time be legally responsible for any negligence on the part of the County, its employees, agents or volunteers resulting in either bodily or personal injury or property damage to any individual, property or corporation. 19. NON-DISCRIMINATION. The County for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree that no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of premises or in the contracting for improvements to the premises. 20. INCONSISTENCY. If any item, condition or obligation of this Agreement is in conflict with other items in this Agreement, the inconsistencies shall be construed so as to give meaning to those terms, which limit the County's responsibility and liability. 21. CONSTRUCTION. This Agreement has been carefully reviewed by the City and the County. Therefore, this Agreement is not to be construed against any party on the basis of authorship. 22. INSURANCE. The parties to this agreement stipulate that each is a political subdivision of the State as defined by Florida Statutes and represents to the other that it has purchased suitable Public Liability, Vehicle Liability, and Workers' Compensation insurance, or is self-insured, in amounts adequate to respond to any and all claims under federal or state actions for civil rights violations, which are not limited by Florida Statutes Section 768.28 and Chapter 440, as well as any and all claims within the limitations of Florida Statutes Section 768.28 and Chapter 440, arising out of the activities governed by this agreement. To the extent allowed by law, each party shall be responsible for any acts of negligence on the part of its employees, agents, contractors, and subcontractors and shall defend, indemnify and hold the other party harmless from all claims arising out of such actions. The County must keep in full force and effect the required insurance coverage during the term of this Agreement. If the insurance policies originally purchased which meet the requirements of this lease are canceled, terminated or reduced in coverage, then the County must immediately substitute complying policies so that no gap in coverage occurs. Copies of current policy certificates shall be filed with the City whenever acquired or amended. 23. NON-WAIVER OF IMMUNITY. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the County and the City 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 be required to contain any provision for waiver. 24. NO PERSONAL LIABILITY. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 25. PRIVILEGES AND IMMUNITIES. 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. 26. NON-DELEGATION OF CONSTITUTIONAL OR STATUTORY DUTIES. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, 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 County, except to the extent permitted by the Florida constitution, state statute, and case law. 27. 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 City agree that neither the County nor the City 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. 28. EXECUTION IN COUNTERPARTS. 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. 29. SECTION HEADINGS. 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. 30. FULL UNDERSTANDING. This Agreement is the parties' final mutual understanding. It replaces any earlier agreements or understandings, whether written or oral. This Agreement cannot be modified or replaced except by another written and signed agreement. IN WITNESS WHEREOF, the parties hereto have caused the foregoing Agreement to be executed on the day and year first above written. ATTEST: . ~ n . , (:hi) I ~". .' '. ' , ," i -4.. ',' By. . ,,\...t, ,".r ,.....",;<. . .,.,*::> Cheryl S ith, City Clerk A "~:jf.t!t:T!::?'<.,,. "'~~.. ,.:f~~wI:~,Kd~e, Clerk ('/"(~""":l \ (" .,', d,S..;,",',.:..,'"",' '.".~"'",., I~@,',~,'.: ,;,TanJM) ~ '" ,'::':. '" "'," ',' ". , ," . , .', . \:;~./-<~uty Clerk B CITY OF KEY WEST c- By:--- Juli -~R <Yael, City Manager BOARD OF COUNTY COMMISSIONERS OFMONR~F~ORIDA ~1r' By: , ~ayor/cL ~ C'~: ;:,:) ..I"" -.j- :;-,(~..:::" -0 -/rl:"" - -'1 r'o ..c- .. :;> CJ'3 <:., EXHIBIT A N 1" =300' '\ '" '\ \, / ~.1" , City Property Boundry u Os: ~ '... EXHIBIT B 1\ . ~ Parking Area . II . - N 1 "::::200' Parking Area II \ E~h~b:t- C- Page I of 1 Doug Bradshaw ---.,...,---.-- From: Ttukey1@aol.com Sent: Thursday. September 30, 2004 3:26 PM To: Doug Bradshaw Subject: Re: Parking for County Doug: We are willing to support this but wish to require the use of an afternate ingress/egress route when opened (as I mentioned in my 9/26 e-mail). Also, as mentioned, pedestrian traffic via Southard any time during business hours is no problem. Hope this helps. Best, Tom J O/I/2004