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R20-039 1 RESOLUTION NO. R20-039 2 A RESOLUTION OF THE CITY OF BOYNTON BEACH, 3 FLORIDA,APPROVING AND AUTHORIZING THE MAYOR TO 4 SIGN AN INTERLOCAL AGREEMENT BETWEEN THE CITY 5 OF BOYNTON BEACH AND THE CITY OF DELRAY BEACH TO 6 SHARE THE ENGINEERING DESIGN COST TO 7 REHABILITATE GULFSTREAM BOULEVARD (AKA SE 36TH 8 AVENUE); AND PROVIDING AN EFFECTIVE DATE. 9 WHEREAS, City staff has determined that Gulfstream Boulevard(SE 36th Avenue) is 10 in need of replacement; and 11 WHEREAS, half of the roadway is outside the City limits and located in the City of 12 Delray Beach and therefore staff reached out to the City of Delray Beach to inquire on the 13 possibility of initiating a joint design project and future construction project; and 14 WHEREAS,the By funding the joint design of the project both Cities will realize cost 15 savings and efficiencies gained by collaborating on the road's rehabilitation; and 16 WHEREAS, the agreement between the municipalities specifies the City of Boynton 17 Beach will be reimbursed by the City of Delray Beach in an amount not to exceed$250,000, 18 which is their pro rata share of the total not to exceed engineering design costs of$500,000; 19 and 20 WHEREAS, the City Commission of the City of Boynton Beach, Florida, upon the 21 recommendation of staff,deems it to be in the best interests of the City residents to approve and 22 authorize the Mayor to sign an Interlocal Agreement with the City of Delray Beach to share the 23 engineering design cost to rehabilitate Gulfstream Boulevard(aka SE 36th Avenue). 24 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 25 THE CITY OF BOYNTON BEACH,FLORIDA, THAT: S:\CA\RESO\Agreements\ILA With Delray For Cost Sharing For SE 36th Avenue-Reso.Docx 26 Section 1. Each Whereas clause set forth above is true and correct and incorporated 27 herein by this reference. 28 Section 2. The City Commission of the City of Boynton Beach,Florida does hereby 29 approve and authorize the Mayor to sign the Interlocal Agreement between the City of Boynton 30 Beach and the City of Delray Beach to share the engineering design cost to rehabilitate 31 Gulfstream Boulevard (aka SE 36th Avenue) in an amount not to exceed $250,000.00 which is 32 Delray Beach's pro rata share of the total not to exceed engineering design costs 33 of$500,000.00, a copy of the Interlocal Agreement is attached hereto as Exhibit"A". 34 Section 3. That this Resolution shall become effective immediately upon passage. 35 PASSED AND ADOPTED this 554-day of May, 2020. 36 CITY OF BOYNTON BEACH, FLORIDA 37 38 YES NO 39 40 Mayor—Steven B. Grant 41 42 Vice Mayor—Ty Penserga 43 44 Commissioner—Justin Katz 45 46 Commissioner—Woodrow L. Hay 47 48 Commissioner—Christina L. Romelus 49 50 VOTE 51 ATTEST: 52 53i , 54 i4 % L 55 C stal Gibson, MMC �`{ fi `, 0 56 City Clerk -.--" --_ •t- 58 `' 59 (Corporate Seal) 1,920 60 v S:\CA\RESO\Agreements\ILA With D y or s&5' aring-For SE 36th Avenue-Reso.Docx R Sao INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE CITY OF DELRAY BEACH (ENGINEERING DESIGN OF SE 36TH AVE) THIS AGREEMENT ("Agreement" or "Interlocal Agreement"), is made and entered into , 20a() , by and between the City of Boynton Beach, a lorida municipal corporation (hereinafter "Boynton Beach"), and the City of Delray Beach, a Florida municipal corporation (hereinafter "Delray Beach") collectively (the "Parties") or individually (a "Party"). WITNESSETH: WHEREAS, the Parties are authorized pursuant to the Florida Interlocal Cooperation Act of 1969 as set forth in Section 163.01, et seq., Florida Statutes (hereinafter the "Act") to make efficient use of their respective powers, resources, authority and capabilities by enabling them to cooperate on the basis of mutual advantage and thereby provide the facilities and efforts identified herein in the manner that will best utilize existing resources, powers and authority available to each of them; and WHEREAS, it is the purpose of the Act to provide a means by which the Parties may exercise their respective powers, privileges and authority which they may separately, but which pursuant to this Interlocal Agreement and the Act they may exercise collectively; and WHEREAS, the Parties have common interests in the rehabilitation of SE 36th Ave; and WHEREAS, the eastbound lane of SE 36th Ave resides in Delray Beach, the westbound lane of SE 36th Ave resides in Boynton Beach, and the median between the lanes of SE 36th Ave is one half (1/2) owned and maintained by each Party; and WHEREAS, there are cost savings and efficiencies gained by the Parties collaborating on the rehabilitation which serves both a municipal and public purpose; and NOW, THEREFORE, the Parties express their mutual understandings and commitments as follows: Section 1. STATEMENT OF PURPOSE The purpose of this Interlocal Agreement is to establish an agreement between the Parties in order to allocate each party's pro rata share of expenses 2.7 Once Boynton Beach enters into a contract with the Selected Engineer for the Project, Delray Beach shall not be able to withdraw payment of its pro rata share of Engineering Expenses to be payable to Boynton Beach, as provided herein. Section 3. PUBLIC RECORDS The Parties are public agencies subject to Chapter 119, Fla. Stat. The Parties shall comply with all public records laws in accordance with Chapter 119, Fla. Stat. In accordance with state law, the Parties agrees to: 3.1 Keep and maintain all records that ordinarily and necessarily would be required by the Parties. 3.2 Provide the public with access to public records on the same terms and conditions that the Parties would provide for the records and at a cost that does not exceed the costs provided in Chapter 119, Fla. Stat. or as otherwise provided by law. 3.3 Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law. 3.4 Meet all requirements for retaining public records and transfer, at no cost, to the Parties all records in possession of the Parties at the termination of this Agreement and destroy any public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the Parties in a format that is compatible with the information technology systems of the Parties. All records shall be transferred to the Parties prior to final payment being made to the Parties. 3.5 If either Party does not comply with this section, the non- breaching Party shall enforce the Agreement provisions in accordance with this Agreement and may unilaterally cancel this Agreement in accordance with state law. Section 4. REMEDIES Both Parties shall have any and all remedies as permitted by law. The Parties agree, however, to provide for positive dialogue and communications if disputes or disagreements arise as to the application or interpretation of the Interlocal Agreement provisions. Section 5. DURATION AND TERMINATION 100367898.5 300.90018211 The invalidity, illegality, or unenforceability of any provision of this Interlocal Agreement, or the occurrence of any event rendering any portion or provision of this Agreement void or voidable, shall in no way affect the validity or enforceability of any other portion or provision of the Interlocal Agreement. Any void or voidable provision shall be deemed severed from the Interlocal Agreement and the balance of the Interlocal Agreement shall be construed and enforced as if the Interlocal Agreement did not contain the particular portion or provision held to be void. The Parties further agree to reform the Interlocal Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent the entire Interlocal Agreement from being held void should a provision which is of the essence of the Interlocal Agreement be determined to be void by a court of competent jurisdiction. Section 11. NOTICES 11.1 Any notice given pursuant to the terms of this Agreement shall be in writing and done by Certified Mail, Return Receipt Requested. The effective date of such notice shall be the date of receipt, as evidenced by the Return Receipt. All notices shall be addressed to the following: As to City of Boynton Beach: Attn: City Manager City of Boynton Beach PO Box 310 Boynton Beach, FL 33425 As to City of Delray Beach: Attn: City Manager City of Delray Beach 100 NW 1St Avenue Delray Beach, FL 33444 11.2 Notices shall be effective when delivered to the address specified above. Changes in the respective addresses to which such notice may be directed may be made from time to time by any Party by written notice to the other Party. Facsimile and email are acceptable notice effective when received, however, facsimiles and emails received (i.e. printed) after 5:00 p.m. or on weekends or holidays, vvill be deemed received on the next business day. The original of the notice must additionally be mailed as required herein. Section 12: FILING A copy of this Agreement shall be filed with the Clerk of the Circuit Court in and for Palm Beach County. 100367898 5 306.900I82I1 shall not be affected thereby, and each term of the Agreement shall be valid and enforceable to the fullest extent permitted by law. Section 19: COUNTERPARTS This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. Section 20: EFFECTIVE DATE This Agreement is expressly contingent upon the approval by the Parties and shall become effective only when signed by the Parties. The effective date shall be the last date that it is executed by the Parties. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date and year first written above. ATTEST: CITY OF YNT B BY: M'i.42111/1 I By: Name: Steven B. Grant Title: Mayor ,.• >') 4th• APPROVED AS TO F• ' AND ., v' .' • o a, p LEGAL S ICIER Y ry `C By. Ci*Attorney •fflifirIn CITY LYB .PH AT EST ISA • ILl PI„ . IPRY MI ' .I • By: i..fi.7y►i W*A Y - Shelly rolia Title: Mayor APPROVED AS TO FORM AND LEG ' - FFIC it • By. d• 411617:40y X0007/00`306.001/2t Section 13: FORCE MAJEURE Any Party delayed by a Force Majeure Event, as defined herein, in performing under this Interlocal Agreement shall use reasonable efforts to remedy the cause or causes of such Force Majeure Event. A delay due to a Force Majeure Event shall serve to toll the time to perform under this Agreement. "Force Majeure Event" shall mean any act of God, fire, flood, earthquake, explosion, hurricane, riot, sabotage, terrorist attack, windstorm, failure of utility service, or labor dispute. Section 14: CONSTRUCTION No Party shall be considered the author of this Interlocal Agreement since the Parties hereto have participated in negotiations and drafting and redrafting of this document to arrive at a final agreement. Thus, the terms of this Agreement shall not be strictly construed against one Party as opposed to the other Party based upon who drafted it. In the event that any section, paragraph, sentence, clause, or provision hereof is held by a court of competent jurisdiction to be invalid, such shall not affect the remaining portions of this Agreement and the same shall remain in full force and effect. Section 15: NO THIRD PARTY BENEFICIARY No provision of this Interlocal Agreement is intended to, or shall be construed to, create any third party beneficiary or to provide any rights to any person or entity not a party to this Agreement, including but not limited to any citizen or employees of any Party. Section 16: NON-DISCRIMINATION The Parties shall not discriminate on the basis of race, color, sex, religion, national origin, disability, age, marital status, political affiliation, sexual orientation, or gender identity and expression in the performance of this Agreement. Section 17: ASSIGNMENT The Parties may not assign this Agreement in whole or in part, without prior written consent of the other, which may be granted or withheld at the such Parties' absolute discretion. Section 18: SEVERABILITY If any term of the Agreement or the application thereof shall be determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement, other than those as to which it is held invalid or unenforceable, IUJ367898 5 1J6-91018211 5.1 This Interlocal Agreement shall become effective upon being executed by both Parties. 5.2 This Interlocal Agreement shall remain in effect until the Project is completed and Delray Beach pays Boynton Beach for the final invoice related to the Project. This Agreement may be terminated by written mutual consent executed by both Parties. Section 6. GOVERNING LAW/VENUE /WAIVER OF JURY TRIAL This Agreement shall be governed by the laws of the State of Florida. Any legal action to enforce the Agreement will be filed in Palm Beach County. In any litigation brought to enforce the terms of this Interlocal Agreement, the Parties shall bear their own costs and attorney's fees incurred in connection therewith. BY ENTERING INTO THIS AGREEMENT, THE PARTIES EXPRESSLY WAIVE ANY RIGHT THE PARTIES MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION OR ANY CLAIM RELATED TO THIS AGREEMENT. Section 7. LIABILITY AND INDEMNITY 7.1. Each Party shall be liable for its own actions and negligence and, to the extent permitted by law, the Parties and their respective officers and employees shall not be deemed to assume any liability for the acts, omissions and negligence of the other. Nothing herein shall constitute, or be construed as, a waiver of sovereign immunity beyond the limits set forth in Florida Statute, Section 768.28, or of any defense available to the Parties as set forth in Florida Statutes, Section 768.28 or any other provisions of Florida law. 7.2 This section shall survive the termination or expiration of this Agreement. Section 8. AMENDMENT OF THIS AGREEMENT Amendments to this Interlocal Agreement shall be made by written consent of both Parties. Section 9. EXECUTION OF AGREEMENT This Agreement shall be executed by the Parties' authorized representatives pursuant to an appropriate resolution of the respective local governmental unit. Each Party shall be bound to the terms of this Interlocal Agreement as of the date it is signed by both Parties. Section 10. SEVERABILITY CUCOG'Mw8 5 7UF-,V0.%21 for the engineering design of the rehabilitation of SE 36th Ave from Seacrest Blvd. eastward to FEC Railroad Track ("Project"). This Agreement solely pertains to the engineering design expenses including engineering expenses related to geotechnical, environmental, and surveying services, and does not cover any construction expenses ("Engineering Expenses"). Section 2. COST SHARING AND PROCUREMENT OF THE PROJECT 2.1 In consideration of Boynton Beach issuing a Request for Qualifications for the engineering design of the Project, and entering into a contract with the selected engineer for the Project ("Selected Engineer"), Delray Beach shall pay to Boynton Beach its pro rata share of Engineering Expenses, which shall consist of all the Project Engineering Expenses associated with Delray Beach's right-of-way or any other real property owned by Delray Beach. 2.2 The Project Engineering Expenses shall be shared pro rata between the Parties, however, the elements of the design specific to each Party's property, if any, shall be paid for by the respective Party. 2.3 Each Party's share of Engineering Expenses, as provided herein, shall not exceed Two Hundred and Fifty Thousand and 00/100 Dollars ($250,000.00). In the event the Selected Engineer's proposal exceeds Five Hundred Thousand and 00/100 Dollars ($500,000.00), the Parties will mutually agree to remove certain items from the scope of services, or negotiate with the second place engineer, according to the Project's request for proposals. 1 2.4 Delray Beach shall make payments to Boynton Beach within 30 days of receipt of an invoice related to Delray Beach's pro rata share of the Project Engineering Expenses. 2.5 Boynton Beach shall invite a representative of Delray Beach's engineering staff to serve on the procurement evaluation and selection panel for the engineering design of the Project, and once selected, Delray Beach shall participate in the process between Boynton Beach and the Selected Engineer in negotiation of a contract for the Project. 2.6 The Parties shall work together to conduct public meetings, which will allow the public of both Boynton Beach and Delray Beach to express any concerns related to the Project. 100367898 S 306-90018211 CFN 20200214633 OR BK 31514 PG 216 RECORDED 06/19/2020 16:11:37 Palm Beach County, Florida AMT Sharon R. Bock CLERK&COMPTROLLER Pgs 0216-0222; (7Pgs) INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE CITY OF DELRAY BEACH (ENGINEERING DESIGN OF SE 36TH AVE) THIS A : T ("Agreement" or "Interlocal Agreement"), is made and entered into //� j� , 2020 , by and between the City of Boynton Beach, al lorida municipal corporation (hereinafter "Boynton Beach"), and the City of Delray Beach, a Florida municipal corporation (hereinafter "Delray Beach") collectively (the "Parties") or individually (a "Party"). WITNESSETH: WHEREAS, the Parties are authorized pursuant to the Florida Interlocal Cooperation Act of 1969 as set forth in Section 163.01, et seq., Florida Statutes (hereinafter the "Act") to make efficient use of their respective powers, resources, authority and capabilities by enabling them to cooperate on the basis of mutual advantage and thereby provide the facilities and efforts identified herein in the manner that will best utilize existing resources, powers and authority available to each of them; and WHEREAS, it is the purpose of the Act to provide a means by which the Parties may exercise their respective powers, privileges and authority which they may separately, but which pursuant to this Interlocal Agreement and the Act they may exercise collectively; and WHEREAS, the Parties have common interests in the rehabilitation of SE 36th Ave; and WHEREAS, the eastbound lane of SE 36th Ave resides in Delray Beach, the westbound lane of SE 36'h Ave resides in Boynton Beach, and the median between the lanes of SE 36th Ave is one half (1/2) owned and maintained by each Party; and WHEREAS, there are cost savings and efficiencies gained by the Parties collaborating on the rehabilitation which serves both a municipal and public purpose; and NOW, THEREFORE, the Parties express their mutual understandings and commitments as follows: Section 1. STATEMENT OF PURPOSE The purpose of this Interlocal Agreement is to establish an agreement between the Parties in order to allocate each party's pro rata share of expenses :00767898'106.91101821 CFN 20200214633 BOOK 31514 PAGE 217 2 OF 7 for the engineering design of the rehabilitation of SE 36'h Ave from Seacrest Blvd. eastward to FEC Railroad Track ("Project"). This Agreement solely pertains to the engineering design expenses including engineering expenses related to geotechnical, environmental, and surveying services, and does not cover any construction expenses ("Engineering Expenses"). Section 2. COST SHARING AND PROCUREMENT OF THE PROJECT 2.1 In consideration of Boynton Beach issuing a Request for Qualifications for the engineering design of the Project, and entering into a contract with the selected engineer for the Project ("Selected Engineer"), Delray Beach shall pay to Boynton Beach its pro rata share of Engineering Expenses, which shall consist of all the Project Engineering Expenses associated with Delray Beach's right-of-way or any other real property owned by Delray Beach, 2.2 The Project Engineering Expenses shall be shared pro rata between the Parties, however, the elements of the design specific to each Party's property, if any, shall be paid for by the respective Party. 2.3 Each Party's share of Engineering Expenses, as provided herein, shall not exceed Two Hundred and Fifty Thousand and 00/100 Dollars ($250,000.00). In the event the Selected Engineer's proposal exceeds Five Hundred Thousand and 00/100 Dollars ($500,000.00), the Parties will mutually agree to remove certain items from the scope of services, or negotiate with the second place engineer, according to the Project's request for proposals. 2.4 Delray Beach shall make payments to Boynton Beach within 30 days of receipt of an invoice related to Delray Beach's pro rata share of the Project Engineering Expenses. 2.5 Boynton Beach shall invite a representative of Delray Beach's engineering staff to serve on the procurement evaluation and selection panel for the engineering design of the Project, and once selected, Defray Beach shall participate in the process between Boynton Beach and the Selected Engineer in negotiation of a contract for the Project. 2.6 The Parties shall work together to conduct public meetings, which will allow the public of both Boynton Beach and Delray Beach to express any concerns related to the Project. rck,u,?R9R S 30(, kl l R2 J{ CFN 20200214633 BOOK 31514 PAGE 218 3 OF 7 2.7 Once Boynton Beach enters into a contract with the Selected Engineer for the Project, Delray Beach shall not be able to withdraw payment of its pro rata share of Engineering Expenses to be payable to Boynton Beach, as provided herein. Section 3. PUBLIC RECORDS The Parties are public agencies subject to Chapter 119, Fla. Stat. The Parties shall comply with all public records laws in accordance with Chapter 119, Fla. Stat. In accordance with state law, the Parties agrees to: 3.1 Keep and maintain all records that ordinarily and necessarily would be required by the Parties. 3.2 Provide the public with access to public records on the same terms and conditions that the Parties would provide for the records and at a cost that does not exceed the costs provided in Chapter 119, Fla. Stat. or as otherwise provided by law. 3.3 Ensure that public records that are exempt or confidential and exempt from public records disclosure are not disclosed except as authorized by law. 3.4 Meet all requirements for retaining public records and transfer, at no cost, to the Parties all records in possession of the Parties at the termination of this Agreement and destroy any public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the Parties in a format that is compatible with the information technology systems of the Parties. All records shall be transferred to the Parties prior to final payment being made to the Parties. 3.5 If either Party does not comply with this section, the non- breaching Party shall enforce the Agreement provisions in accordance with this Agreement and may unilaterally cancel this Agreement in accordance with state law. Section 4. REMEDIES Both Parties shall have any and all remedies as permitted by law. The Parties agree, however, to provide for positive dialogue and communications if disputes or disagreements arise as to the application or interpretation of the Interlocal Agreement provisions. Section 5. DURATION AND TERMINATION 100367808 s 30,.'Mu;8:I CFN 20200214633 BOOK 31514 PAGE 219 4 OF 7 5.1 This Interlocal Agreement shall become effective upon being executed by both Parties. 5.2 This Interlocal Agreement shall remain in effect until the Project is completed and Delray Beach pays Boynton Beach for the final invoice related to the Project. This Agreement may be terminated by written mutual consent executed by both Parties. Section 6. GOVERNING LAW/ VENUE / WAIVER OF JURY TRIAL This Agreement shall be governed by the laws of the State of Florida. Any legal action to enforce the Agreement will be filed in Palm Beach County. In any litigation brought to enforce the terms of this Interlocal Agreement, the Parties shall bear their own costs and attorney's fees incurred in connection therewith, BY ENTERING INTO THIS AGREEMENT, THE PARTIES EXPRESSLY WAIVE ANY RIGHT THE PARTIES MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION OR ANY CLAIM RELATED TO THIS AGREEMENT. Section 7, LIABILITY AND INDEMNITY 7.1. Each Party shall be liable for its own actions and negligence and, to the extent permitted by law, the Parties and their respective officers and employees shall not be deemed to assume any liability for the acts, omissions and negligence of the other. Nothing herein shall constitute, or be construed as, a waiver of sovereign immunity beyond the limits set forth in Florida Statute, Section 768.28, or of any defense available to the Parties as set forth in Florida Statutes, Section 768.28 or any other provisions of Florida law. 7.2 This section shall survive the termination or expiration of this Agreement. Section 8. AMENDMENT OF THIS AGREEMENT Amendments to this Interlocal Agreement shall be made by written consent of both Parties. Section 9. EXECUTION OF AGREEMENT This Agreement shall be executed by the Parties' authorized representatives pursuant to an appropriate resolution of the respective local governmental unit. Each Party shall be bound to the terms of this Interlocal Agreement as of the date it is signed by both Parties. Section 10. SEVERABILITY CFN 20200214633 BOOK 31514 PAGE 220 5 OF 7 The invalidity, illegality, or unenforceability of any provision of this Interlocal Agreement, or the occurrence of any event rendering any portion or provision of this Agreement void or voidable, shall in no way affect the validity or enforceability of any other portion or provision of the Interlocal Agreement. Any void or voidable provision shall be deemed severed from the Interlocal Agreement and the balance of the Interlocal Agreement shall be construed and enforced as if the Interlocal Agreement did not contain the particular portion or provision held to be void. The Parties further agree to reform the Interlocal Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent the entire Interlocal Agreement from being held void should a provision which is of the essence of the Interlocal Agreement be determined to be void by a court of competent jurisdiction. Section 11. NOTICES 11.1 Any notice given pursuant to the terms of this Agreement shall be in writing and done by Certified Mail, Return Receipt Requested. The effective date of such notice shall be the date of receipt, as evidenced by the Return Receipt. All notices shall be addressed to the following: As to City of Boynton Beach: Attn: City Manager City of Boynton Beach PO Box 310 Boynton Beach, FL 33425 As to City of Delray Beach: Attn: City Manager City of Delray Beach 100 NW 151 Avenue Delray Beach, FL 33444 11.2 Notices shall be effective when delivered to the address specified above. Changes in the respective addresses to which such notice may be directed may be made from time to time by any Party by written notice to the other Party. Facsimile and email are acceptable notice effective when received, however, facsimiles and emails received (i.e. printed) after 5:00 p.m. or on weekends or holidays, will be deemed received on the next business day. The original of the notice must additionally be mailed as required herein. Section 12: FILING A copy of this Agreement shall be filed with the Clerk of the Circuit Court in and for Palm Beach County. 100367,08 5 364.•900 1821 CFN 20200214633 BOOK 31514 PAGE 221 6 OF 7 Section 13: FORCE MAJEURE Any Party delayed by a Force Majeure Event, as defined herein, in performing under this Interlocal Agreement shall use reasonable efforts to remedy the cause or causes of such Force Majeure Event. A delay due to a Force Majeure Event shall serve to toll the time to perform under this Agreement. "Force Majeure Event" shall mean any act of God, fire, flood, earthquake, explosion, hurricane, riot, sabotage, terrorist attack, windstorm, failure of utility service, or labor dispute. Section 14: CONSTRUCTION No Party shall be considered the author of this Interlocal Agreement since the Parties hereto have participated in negotiations and drafting and redrafting of this document to arrive at a final agreement. Thus, the terms of this Agreement shall not be strictly construed against one Party as opposed to the other Party based upon who drafted it. In the event that any section, paragraph, sentence, clause, or provision hereof is held by a court of competent jurisdiction to be invalid, such shall not affect the remaining portions of this Agreement and the same shall remain in full force and effect. Section 15: NO THIRD PARTY BENEFICIARY No provision of this Interlocal Agreement is intended to, or shall be construed to, create any third party beneficiary or to provide any rights to any person or entity not a party to this Agreement, including but not limited to any citizen or employees of any Party. Section 16: NON-DISCRIMINATION The Parties shall not discriminate on the basis of race, color, sex, religion, national origin, disability, age, marital status, political affiliation, sexual orientation, or gender identity and expression in the performance of this Agreement. Section 17: ASSIGNMENT The Parties may not assign this Agreement in whole or in part, without prior written consent of the other, which may be granted or withheld at the such Parties' absolute discretion. Section 18: SEVERABILITY If any term of the Agreement or the application thereof shall be determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Agreement, other than those as to which it is held invalid or unenforceable, (i79R S 30o-000IUI CFN 20200214633 BOOK 31514 PAGE 222 7 OF 7 shall not be affected thereby, and each term of the Agreement shall be valid and enforceable to the fullest extent permitted by law. Section 19: COUNTERPARTS This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. Section 20: EFFECTIVE DATE This Agreement is expressly contingent upon the approval by the Parties and shall become effective only when signed by the Parties. The effective date shall be the last date that it is executed by the Parties. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date and year first written above. ATTEST: CITY OF YNT B- • •, By:At.,4,-/---4, 44,4_ By: r - ' ..,..,= Name: Steven B. Grant t;: ,G'fl, Title: Mayor _ ;�,t,,,„ k',. , " APPROVED AS TO F• - i/ AND 1---4 r�`.r., ? LEGAL S ICIE f,-1 '`7`;' N fip ti, e By: r o. ;x \' .- Ci',Attorney "4• . �_ n r , AT EST• CITY L- •Y B /`' H • t lib:ALA. ),iy �A I r .l ; By: �..,... .imir, C,tir0 r • k, Vie: Shelly -\rolia 1 + Title: Mayor APPROVED AS TO FORM AND LEG • - FFIC -NCY: i � By. �iLi �7 y 100167898,306 00011t2 I I