Okaloosa County BOCC — October 15, 2013 — TDD Interlocal Agrmt — reading text

INTERLOCAL AGREEMENT FOR BEACH SAFETY AND LIFEGUARD SERVICES THIS INTERLOCAL AGREEMENT (the “Agreement”’) is made and entered into on the effective date below, by and between OKALOOSA COUNTY, FLORIDA, a_ political subdivision of the State of Florida (hereinafter referred to as “the County”) and DESTIN FIRE CONTROL DISTRICT, an independent special district (hereinafter referred to as “the District”). WHEREAS, the County finds that enhancing the safety of its beaches is an essential component of promoting the sub-county taxing district as a tourist destination; and WHEREAS, the presence of lifeguards will promote safety and encourage enjoyment of the beaches; and WHEREAS, the County desires beach safety and lifeguard services; and WHEREAS, the District has offered to render certain beach safety and lifeguard services as more fully described in this Agreement, and has the qualifications, experience and resources to perform such services; and WHEREAS, the County determines it would be in the best interest of the health, safety and welfare of its citizens and visitors to enter into this Agreement with the District for the rendering of those services described in this Agreement. NOW, THEREFORE, acting pursuant to their statutory authority and in consideration of the mutual covenants and agreements of the parties, the County and the District agree as follows: SECTION I. AUTHORITY 1.1 This Agreement is entered into pursuant to the provisions of Chapter 163.01, Florida Statutes, (hereinafter referred to as the “Act”) and other applicable provisions of law. SECTION II. PARTIES 21 The parties to this Agreement are the County and the District. SECTION III. FINDINGS 3.1 The recitals set forth above are hereby approved and incorporated herein. SECTION IV. TERM OF AGREEMENT 4.1 The term of this Agreement shall be for two (2) fiscal years beginning on October 1, 2012, and ending on September 30, 2014, unless earlier terminated in accordance with the provisions contained in this Agreement. Page 1 of 10 4.2 This Agreement may be extended in writing upon the written consent of the parties for up to two (2) additional one (1) year terms. 4.3 The District hereby acknowledges that this Agreement is completely dependent on the appropriation of legally available funds by the Okaloosa County and agrees that in the event such funds are not appropriated for any reason this Agreement shall terminate and be considered as void. If the Agreement is terminated by the County as provided herein, the District will be paid the pro-rated amount for. services actually performed up to the date of termination. 4.4 The parties acknowledge that these services are being funded exclusively through proceeds of the Tourist Development Taxes levied by the Okaloosa County Board of County Commissioners. In the event that it is legally determined that such Tax proceeds may not be used for these purposes, then this Agreement shall terminate immediately with services previously rendered by the District being payable as described under 4.3 above. 4.5 Termination. Either party may terminate this Agreement by giving written notice to the other party of its intent to terminate this Agreement. Such written notice of intent shall be given no less than thirty (30) days prior to the end of the current Season, as defined in Exhibit A. No termination shall be effective until conclusion of the current Season regardless of when notice is received. SECTION V. COMPENSATION 5t The County agrees to pay the District for full and timely performance of its obligations hereunder, a total amount of FIVE HUNDRED SEVENTEEN THOUSAND DOLLARS ($517,000.00) for the fiscal year beginning October 1, 2012 (“2012 Contract Amount”) and for the fiscal year beginning October 1, 2013, an amount equal to that which is budgeted and appropriated by the Board of County Commissioners to the Okaloosa County Beach Safety Division for the provision of beach safety and lifeguard services within the Service Area, as defined in Exhibit A. 5.2 Payment for the 2012 Contract Amount shall be paid upon execution of this Agreement. 5.3 Payment for any subsequent year(s) shall be paid as follows: a. The first payment shall be for the total amount due for services rendered outside the Season, as defined in Exhibit A, invoice will be prepared for services rendered between the months of October through February and shall be paid from an invoice submitted February 28", b. The remaining shall be paid in equal installments, invoiced at the end of each subsequent month for services rendered pursuant to this Agreement. Payments shall be made no later than thirty (30) days from the date of invoice. Page 2 of 10 5.4 No advancement of funds will be issued unless specifically approved by the Okaloosa County Board of County Commissioners. All invoices for services rendered shall be submitted in detail sufficient for proper pre-audit and post-audit review to insure that the services were performed and that the correct amount has been invoiced. 3.5 In the event a portion of an invoice submitted to the County for payment to the District, as specified above, is disputed, payment for the disputed amount may be withheld pending resolution of the dispute, and the remainder of the invoice(s) will be processed for payment without regard to that portion which is in dispute. SECTION VI. SCOPE OF WORK 6.1. The District shall provide beach safety and lifeguard services as more fully described in the Scope of Services set forth in EXHIBIT A attached hereto and incorporated by reference. 6.2 The District shall provide a point-of-contact for the services provided under this Agreement. The point of contact shall be available to the County at all times as necessary for the proper performance of this Agreement by the District. 6.3 The District shall place the Okaloosa County tourist development logo (“Logo”) on equipment and vehicles used to provide services under this Agreement. Said Logo shall be provided by the County and shall be non-permanent. Additionally, the District agrees to work with the County to enhance marketing efforts of the sub-county taxing district. Such marketing efforts shall include, but not be limited to, social media development and interaction, public relations and publicity initiatives, webpage links and landing pages, and photograph and video. SECTION VII. RECORDS AND REPORTING 7.1 For the services performed under this Agreement, the District shall maintain books, records, documents, and other evidence according to generally accepted governmental accounting principles, procedures, and practices which sufficiently and properly reflect all costs and expenditures of any nature, incurred by the District in connection with the services performed under this Agreement or otherwise paid or to be paid from either incremental revenues or the proceeds of increment obligations, and said books, records, documents and other instruments shall be retained by the District for a period of three (3) full years after termination of this Agreement. However, notwithstanding the above, no books, records, documents or other evidence reflecting all costs and expenditures incurred under this Agreement shall be destroyed until proper authorization for the disposal has been received pursuant to Florida Law. SECTION VIII. AUDIT 8.1 The County shall have the right from time to time at its sole expense to audit the compliance by the District with the terms, conditions, obligations, limitations, restrictions and requirements of this Agreement and such right shall extend for a period of three (3) years after termination of this Agreement. Page 3 of 10 8.2 The County shall have full access, for inspection, review, and audit purposes, to all items referred to in Section VII above and shall comply with all public records laws. SECTION IX. REPRESENTATIONS AND WARRANTIES 9.1 The County does hereby represent and warrant to the District that it has all requisite power, authority, and authorization to enter into this Agreement, has taken all necessary actions required to enter into this Agreement, and to fulfill any and all of its obligations, duties, and responsibilities provided for or required of it by this Agreement, whether exercised individually or collectively. 9.2 The District does hereby represent and warrant to the County that it has all requisite power, authority, and authorization to enter into this Agreement, has taken all necessary actions required to enter into this Agreement, make any payment contemplated hereby, and to fulfill any and all of its obligations, duties, and responsibilities provided for or required of it by this Agreement, whether exercised individually or collectively. SECTION xX. AMENDMENTS 10.1 Neither this Agreement nor any portion of it may be modified or waived orally. The provisions hereof may be amended or waived only pursuant to an instrument in writing, approved by the parties hereto. Any party to this Agreement shall have the right, but not obligation, to waive any right or rights, limitation or limitations, or condition or conditions herein reserved or intended for the benefit of such party without being deemed to have waived other rights, limitations, or conditions. However, any such waiver shall be valid only if expressly granted in writing as described above. SECTION XI. DISPUTE RESOLUTION 11.1. The parties shall attempt to resolve any disputes that arise under this Agreement in good faith and in accordance with the provisions of the “Florida Governmental Conflict Resolution Act” Sections 164.101-164.1061, Florida Statutes. 11.2 To the extent that the parties are unable to resolve this dispute through the provisions of the "Florida Governmental Conflict Resolution Act," then within thirty (30) days, the parties shall be required to participate in mediation. The cost of the mediation shall be borne equally between the parties. The mediator shall be mutually agreed upon by the parties. 11.3 In the event that the matter is not resolved through the mediation process, each party shall be free to pursue any of its available remedies. 11.4 Attorneys’ Fees and Recoverable Costs a. In the event of a legal action or other proceeding arising under this Agreement or a dispute regarding any alleged breach, default, claim, or misrepresentation arising out of this Agreement, whether or not a lawsuit or other proceeding is filed, the prevailing party shall be Page 4 of 10 entitled to recover its reasonable attorneys’ fees and costs, whether incurred before suit, during suit, or at the appellate level. b. Recoverable Costs. The reasonable costs that the prevailing party shall be entitled to recover pursuant to Agreement shall include any costs that are taxable pursuant to any applicable statute, rule, or guideline (including, but not limited to, the Statewide Uniform Guidelines for Taxation of Costs). SECTION XII. SEVERABILITY 12.1 If any one or more of the covenants, agreements or provisions of this Agreement shall be held contrary to any express provision of law or contrary to any policy of express law, then the remainder of this agreement shall remain in full force and effect. SECTION XIII. CONTROLLING LAW 13.1 All covenants, stipulations, obligations and agreements of the County and the District contained in this Agreement shall be deemed to be covenants, stipulations, obligations and agreements of each of the County and the District to the full extent authorized by the Act and provided by the Constitution and laws of the State of Florida. The laws of the State of Florida shall govern any and all provisions of this Agreement and any proceeding seeking to enforce or challenge any provision of this Agreement. Venue for any proceeding pertaining to this Agreement shall be exclusively in Okaloosa County. SECTION XIV. NOTICE 14.1 If written notice to a party is required under this Agreement, such notice shall be given by hand