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03/16/2005 Agreement DANNY L. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: April 4, 2005 TO: James Malloch, Director Community Services ATTN: Sandy Molina, Assistant to the Division Director FROM: I") Pamela G. Hanq~. fv Deputy Clerk .-- At the March 16, 2005, Board of County Commissioner's meeting the Board granted approval and authorized execution of a Lower Keys Bus Service lnterlocal Agreement between Monroe County, the City of Key West and the City of Marathon to provide a Lower Keys Bus Service. This lnterlocal Agreement will enable the City of Key West to obtain a grant for approximately 80% of the total cost of the bus service. Enclosed are seven duplicate originals of the above-mentioned, executed on behalf of Monroe County, for your handling. Please be sure to return the fully executed "Monroe County Clerk's Office Original", "Monroe County Finance Department's Original", and the "Monroe County Attorney's Office Original" as soon as you obtain the Mayor's signature for the City of Key West. Should you have any questions please do not hesitate to contact this office. cc: County Administrator wlo document County Attorney wlo document Finance wlo document File .J Lower Keys Bus Service Interlocal Men... Cnaty Clerk's 0ftlee0rlglnal LOWER KEYS BUS SERVICE INTERLOCALAGREEMENT This Agreement is made and entered into by Monroe County ("COUNTY"), a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, FL 33040, the City of Marathon ("MARATHON"), a municipal corporation of the State of Florida whose address is 10045-55 Overseas Highway, Marathon, FL 33050, and the City of Key West ("KEY WEST"), a municipal corporation of the State of Florida whose address is 525 Angela Street, Key West, FL 33040. WITN ESSETH: WHEREAS, there is an agreement in effect between Miami-Dade County and a private bus company to provide a limited publiC transit system between Miami- Dade County and 50th Street, Marathon; and WHEREAS, COUNTY is authorized by Section 125.01(1)(I),F.S. to provide public transportation; and WHEREAS, MARATHON and KEY WEST are each authorized by Section 166.021(1), F.S. to provide public transportation; and WHEREAS, there is no regularly scheduled public transit system for local use between Marathon and Key West; and WHEREAS, KEY WEST currently operates a public transit system, has experience in the operation of a public transportation system, public transportation grant processes and management as well as compliance with other Federal and State mandates, regulations and processes including Florida Statutes and the Code of Federal Regulations; and WHEREAS, there are many reasons for implementing public transit between Marathon and Key West, including but not limited to: a) local residents who could work outside the immediate vicinity of their residence if public transportation through a commuter bus system was available; b) the need for safety by reducing traffic on U.S. Highway 1, the single highway between Marathon and Key West; c) the desire of many travelers, particularly Europeans as determined by the COUNTY'S Tourist Development Council, to use publiC transit systems to travel from Miami to Key West; d) the need to provide inter-island travel with a commuter bus public transit system upon establishment of commercial airline service to the Marathon Airport; and e) the considerable number of local residents with leisure time for travel between the Keys who either cannot or do not want to cope with traffic or parking problems; and WHEREAS, KEY WEST, through its grant application experience, anticipates obtaining one or more Federal or State grants to initiate a commuter bus public Lower Keys Bus Service Interlocal transit system between Marathon and Key West, thereby keeping the start-up costs as low as possible to the parties; and WHEREAS, the parties are authorized by Section 163.01(4), Florida Statutes, to enter into an Interlocal Agreement to carry out their independent powers; and WHEREAS, the parties desire to provide a public transit system, connecting with the Miami-Dade to Marathon transit system to serve the Lower Keys from 50th Street, Marathon, to Key West; NOW, THEREFORE, in consideration of the mutual promises and conditions contained herein, the parties agree as follows: 1. SCOPE. The parties shall provide a limited schedule commuter bus public transit system between 50th Street, Marathon, and Key West (hereinafter "MARATHON-KEY WEST TRANSIT SYSTEM"). KEY WEST shall provide the equipment and drivers using its own transit service or by subcontracting the service if it is determined that subcontracting is more cost effective for all the parties. The initial route shall include a turn-around stop at 50th Street, Marathon, and one designated bus stop each on the islands of Big Pine Key, Cudjoe Key, Sugarloaf Key, Saddlebunch Keys, and Big Coppitt Key, as well as a turn-around stop on College Road, Stock Island, Key West. The parties shall use their best efforts to schedule at least one trip in the early morning and one trip near the hour of 5:00 PM to loop around the island of Key West. Detailed scheduling shall be accomplished by KEY WEST transit staff with approval in writing by COUNTY's Administrator and MARATHON's City Manager. As long as the scheduling and operational changes do not affect the maximum funding committed by each party under this agreement, and as long as there are regularly scheduled bus stops on the specified islands, and the designated stops on Marathon and Stock Island, the chief administrative officer of each party may agree in writing to changes to the program, including additional bus stops, without requiring further approval by their respective governing bodies. Upon commencement of bus service under this Agreement, the parties shall have a study conducted to further determine the actual use by residents and visitors in order to provide for additional or changed scheduled stops, costs and fares. The parties shall make adjustments to the services and funding to achieve the greatest benefit possible as indicated by the results of the study. 2. TERM. A. Subject to and upon the terms and conditions set forth herein, this Agreo/Tlent shall ~~ntinue/in force for a term of five 0) years co;;nme.nGing as of the ~ day of Ltpr J _, 2005 and ending on the ~ day of Itpr I l , 2010. B. It is anticipated that the activities of the parties during the first year shall be primarily devoted to the acquisition of one or more grants for federal and state funding, start-up of the transit service, as well as contributing the initial local funding commitment reflected in this Agreement. 2 Lower Keys Bus Service Interlocal C. The parties may extend this agreement upon expiration of the term herein upon mutual agreement of the parties according to such terms and conditions as may be agreed to at the time of the extension. 3. MANAGEMENT. KEY WEST shall act as the operations manager of the commuter bus transit program, including but not limited to submitting grant applications to federal and state agencies, administering all grants for the service to be provided, providing the buses, drivers, maintenance and scheduling, and billing COUNTY and MARATHON for their share of costs pursuant to Paragraph 4. 4. FUNDING AND PAYMENT. Each party shall pay one third of the expenses incurred as required in order to meet the match ratio for the Federal and State Grant Assistance Programs. Funding in the first year is limited to no more than Fifty Thousand Dollars ($50,000.00) for each party. Funding in the years remaining under this agreement shall continue to be shared by the parties equally, contingent upon annual appropriation by the respective parties. Payment shall be made as follows: Payment for expenditures permissible by law shall be made pursuant to the Florida Prompt Payment Act, Section 218.70 F.S. et seq, through reimbursement to KEY WEST upon presentation of invoices, canceled checks and other documentation necessary to support a claim for reimbursement. The application for payment documents to COUNTY and MARATHON must be presented as a certified statement signed by KEY WEST's transportation manager and notarized, declaring that representations in the invoice are true and correct. KEY WEST may elect to have vendors and contractors paid through the direct vendor method, upon submission of appropriate documentation as outlined above and a specific request that payment be made directly to the vendor or contractor rather than to KEY WEST. 5. IN-HOUSE RESOURCES AND OUTSOURCE SUPPLIERS of MARATHON and COUNTY. COUNTY and MARATHON shall provide reasonable assistance with their own employees and equipment, as well as procurement processes, as requested by KEY WEST, to reduce costs. This may include but not be limited to matches with in-kind services for expenses for administrative and/or operational costs under the control of MARTHON and COUNTY as allowable by grant funding programs. COUNTY shall include in its Tourist Development Marketing activities a component of advertising and promotion of the new service, particularly to the European market. 6. SIGNAGE. Portable or temporary advertising signs are prohibited. It is expected that permanent signage and signage which includes changing messages using lighting or magnetic letters will be permitted on the bus(es). All bus stop signs shall be based on fixed route or. demand route service and shall be mounted permanently in approved locations. 7. RECORDS - ACCESS AND AUDITS. All parties shall maintain adequate and complete records for a period of four years after termination of this Agreement. Each party, its officers, employees, agents and auditors shall have access to the other parties' books, records, and documents, including those of 3 Lower Keys Bus Service Interlocal contractors providing MARATHON-KEY WEST TRANSIT SYSTEM services, related to this Agreement upon request. The access to and inspection of such books, records, and documents by the parties shall occur during regular office hours or as agreed. 8. RELATIONSHIP OF PARTIES. The parties to this Agreement are independent of each other and shall at no time be legally responsible for any negligence on the part of the other parties, their employees, agents or volunteers resulting in either bodily or personal injury or property damage to any individual, property or corporation. 9. TAXES. The parties are not subject to taxes and assessments. 10. INSURANCE. The parties to this agreement stipulate that each is a state governmental entity 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, as well as any and all claims within the limitations of Florida Statutes arising out of the activities governed by this agreement. Each party agrees to 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 agreement are canceled, terminated or reduced in coverage, then the respective party must immediately substitute complying policies so that no gap in coverage occurs. Copies of current policy certificates shall be filed with the other parties whenever acquired or amended. 11. RESTRICTIONS ON AGREEMENTS ENTERED PURSUANT TO THIS AGREEMENT. KEY WEST shall include in all contracts funded under this Agreement the following terms: A. Anti-discrimination. Contractor agrees that it will not discriminate against any employees or applicants for employment or against persons for any other benefit or service under this agreement because of their race, color, religion, sex, national origin, or physical or mental handicap where the handicap does not affect the ability of an individual to perform in a position of employment, and to abide by all federal and state laws regarding non-discrimination. B. Anti-kickback. Contractor warrants that no person has been employed or retained to solicit or secure this agreement upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, and that no employee or officer of KEY WEST,MARATHON, or COUNTY has any interest, financially or otherwise, in contractor. For breach or violation of this warranty, KEY WEST shall have the right to annul this agreement without liability or, in its discretion, to deduct from the agreement price or consideration, the full amount of such commission, percentage, brokerage or contingent fee. Contractor acknowledges that it is aware that funding for this agreement is available through KEY WEST, 4 Lower Keys Bus Service Interlocal MARATHON and COUNTY and that violation of this paragraph may result in KEY WEST, MARATHON or COUNTY withdrawing funding for the Project. C. Hold harmless/indemnification. Contractor acknowledges that this agreement is funded at least in part by Monroe County and the City of Marathon and agrees to indemnify and hold harmless COUNTY, MARATHON and KEY WEST and any of their officers and employees from and against any and all claims, liabilities, litigation, causes of action, damages, costs, expenses (including but not limited to fees and expenses arising from any factual investigation, discovery or preparation for litigation), and the payment of any and all of the foregoing or any demands, settlements or judgments (collectively claims) arising directly or indirectly from any negligence or criminal conduct on the part of Contractor in the performance of the terms of this agreement. The Contractor shall immediately give notice to COUNTY, MARATHON and KEY WEST of any suit, claim or action made against the Contractor that is related to the activity under this agreement, and will cooperate with COUNTY, MARTHON and KEY WEST in the investigation arising as a result of any suit, action or claim related this agreement. D. Insurance. Contractor agrees that it maintains in force as part of the operating expenses of this bus route extension, a liability insurance policy which will insure and indemnify the Contractor, COUNTY, MARATHON and KEY WEST from any suits, claims or actions brought by any person or persons and from all costs and expenses of litigation brought against the Contractor for such injuries to persons or damage to property occurring during the agreement or thereafter that "results from performance by Contractor of the obligations set forth in this agreement. At all times during the term of this agreement and for one year after acceptance of the project, Contractor shall maintain on file with KEY WEST a certificate of the insurance of the carriers showing that the aforesaid insurance policy is in effect. The following coverage's shall be provided: 1. Workers Compensation insurance as required by Florida Statutes. 2. Commercial General Liability Insurance with minimum limits of $1,000,000.00 per occurrence for bodily injury, personal injury and property damage. 3. Comprehensive Auto/Vehicle Liability Insurance with minimum limits of $1,000,000.00 combined single limit per occurrence. KEY WEST, COUNTY and MARATHON shall be named as additional insureds, except on Workers Compensation insurance policies. The policies shall provide no less than 30 days notice of cancellation, non-renewal or reduction of coverage. At all times during the term of this agreement and for one year after acceptance of the project, Contractor shall maintain on file with KEY WEST a certificate of insurance showing that the aforesaid insurance coverage's are in effect. e) Licensing and Permits. Contractor warrants that it shall have, prior to commencement of work under this agreement and at all times during said work, all required licenses and permits whether required by federal or state law, or Monroe County or any applicable municipal ordinance. 5 Lower Keys Bus Service Interlocal f) Right to Audit. The Contractor 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 KEY WEST, MARATHON or the COUNTY, the State of Florida or authorized agents and representatives of said government bodies. 12. HOLD HARMLESS. 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 parties harmless from all claims arising out of such actions. To the extent allowed by law, each party shall defend, release, discharge, indemnify and hold harmless the other parties, the members of their governing boards, officers and employees, agents and contractors, from and against any and all claims, demands, causes of action, losses, costs and expenses of whatever type, including investigation, witness costs and expenses, and attorneys' fees and costs that arise out of or are attributable to the activities under this agreement except for those claims, demands, damages, liabilities, actions, causes of action, losses, costs and expenses that are the result of the sole negligence of one of the other parties. The purchase of the insurance required under this Agreement does not release or vitiate any party's obligations under this paragraph. This does not constitute a waiver of any party's sovereign immunity rights including but not limited to those expressed in Section 768.28, Florida Statutes. 13. NON-DISCRIMINATION. The parties, each 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 shall be discriminated against in the provision of services or award of contracts under this Agreement as provided under Federal and State law, and applicable local ordinance on the grounds of race, color, or national origin. The Parties 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 Parties 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 VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or 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), 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 6 Lower Keys Bus Service lnterlocal to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 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. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Ch. 13, Art. VI, prohibiting discrimination on the bases of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; (11) Code of Ordinances of the City of Key West Section 38-191et seq and Section 38-260 and (12) any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 14. TERMINATION. KEY WEST may terminate this agreement at any time upon thirty days notice to the other parties sent by certified mail to the addresses of the parties previously stated above. MARATHON and COUNTY may terminate this Agreement at any time upon sixty days notice to the other parties. 15. ASSIGNMENT. No Party may assign this Agreement or assign or subcontract any of its obligations under this Agreement other than as specified without the approval of the governing boards of the other Parties. All the obligations of this Agreement will extend to and bind the legal representatives, successors and assigns of the all Parties. 16. SUBORDINATION. This Agreement is subordinate to the laws and regulations of the United States, the State of Florida, COUNTY, MARATHON and KEY WEST whether in effect on commencement of this Agreement or adopted after that date. 17. GOVERNING LAWS/VENUE. This Agreement is governed by the laws of the State of Florida and the United States. Venue for any dispute arising under this Agreement must be in Monroe County, Florida. In the event of any litigation, the prevailing party is entitled to a reasonable attorney's fee and costs. 18. ETHICS CLAUSE. KEY WEST and MARATHON each warrant that it has not employed, retained or otherwise had act on its behalf any former COUNTY officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any COUNTY officer or employee in violation of Section 3 of Ordinance No. 010- 1990. For breach or violation of this provision, the COUNTY may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the agreed payments or otherwise recover the full amount of any fee, commission, percentage, gift or consideration paid to the former COUNTY officer or employee. 19. CONSTRUCTION. This Agreement has been carefully reviewed by the parties. Therefore, this Agreement is not to be construed against any party on the basis of authorship. 20. NOTICES. Notices in this Agreement, unless otherwise specified, must be sent by certified mail to the following: 7 Lower Keys Bus Service lnterlocal COUNTY: County Administrator 1100 Simonton Street Key West, FL 33040 CITY OF MARATHON: City Manager 10045-55 Overseas Highway Marathon, Florida 33050 CITY OF KEY WEST: City Manager P.O. Box 1409 Key West, Florida 33041 21. 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, each party has caused this Agreement to be executed by its duly authorized representative. (SEAL) ATTEST: DAN~ClERK BY:~ eputy Clerk BOARD OF COUNTY COMMISSIONERS OFMONROE ?~NTY~~ORID~ / By: '" .~ 'U / 7/. ~~ Mayor/Chairman 1'/1.1 v i(P l-c. l' ~ Date: v /I ~<- , r/tf~ By: ::~AYIJl;;r--2 ~ ~ 0 ..~ :.n IM?:O ()>, ~ ~ 7 On. 0'\ <::;0 :::::. z. (;:) ::t:. -I C":l r ::II: ::::':1 :<-{:::r: rq "'Tl . :2:> '/? r:-) r- C;<..-' )> ....; c..1 (-'-'-' Date: ,~."j ::::; 8