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Item 4F Sea and Sky Interlocal Agreement RevisionC I T Y OF ATLANTI C BEAC H C ITY C OM MISSION MEETING STAFF REPORT AGil:NDA ITEM 114F SEPTEMB E!l 14,201 5 AG END A ITEM: Rev ise d Int er local Agree ment amo ng th e C it y of Jac ksonv ill e, All antic Beac h, J ac kso nvill e Beach, Neptune Beac h and U.S. N ava l Station , May po rt fo r Co ndu ct o f th e Sea and Sky Spectacular SUUMJTTED BY: Ne lson Va n Lie re, City M an ager ~ DA TE: Se pte mb er 1, 20 15 STRA TEGI C P LAN LINK : None B ACK GROUND: This agree men t defi nes t he covenan ts and res ponsibiliti es gove rn ing the Sea an d Sky Spec tac ul ar to be held Octo ber 24-25 , 20 15. Jl i~ an extend ed ce lebrati o n of c ity events, United States Ar med Forces ac ti viti es a nd famil y entertairunent prog rams to be he ld peri od ica ll y in th e J ac kso nvill e Area . The primary goal is to fos ter positi ve co mmun ity re latio ns and to s upp ort milit ary recr uiting e ffo rt s. Th e Cit y of Atl a nti c n each wHI be respons ible with in it s Cit y limits to prov id e sup po rt se r vices in clu ding po li ce, c rowd and tra nic co ntrol, par kin g and refuse coll ec ti on. Thi s ag reement is entered into every three yea rs a nd was last app rov ed in Jul y of20 12 wi th the sa me co ndition s. BUDGET: None REC OMMENDATION : Approve the Filth rev ised Inte rl oca l Agreement amo ng th e C it y of Jacksonvill e, Ci ty of Atl a nti c Beach, City of Jackso nvill e Beach, Ci ty of N eptun e .13 ea eh and the Co mm and er, U .S. Nava l Stati on Maypo rt , U.S. Navy for Condu ct of th e Sea and Sky Sp ec tacul ar a nd authori ze th e Cit y Mana ge r to s ign th e ag ree ment. ATTAC HME NT : Fi ft h Rev ised lnterl oca l Ag reement among th e City of Jackso nv ill e, Florid a; the Ci t y of At lanti c Beach , Fl orida; the C ity o r Jac kso nv ill e Beach, F lorida; th e C ity of Ne ptun e Beach, f lo ri da; and the Co mm and er, U.S . Nava l Stati on May port , U.S. Navy Fo r Cond uct of t he Sea an d Sky S pec tac ul ar. Prepared by and Return to: Jobn C. Sawyer, Jr., Esquire Office of General Counsel 117 West Duval Street, Suite 480 Jacksonville, Florida 32202 AGENDA ITEM #4F SEPTEMBER 14,2015 FIFTH REVISED INTERLOCAL AGREEMENT AMONG THE CITY OF JACKSONVILLE, FLORIDA; THE CITY OF ATLANTIC BEACH, FLORIDA; THE CITY OF JACKSONVILLE BEACH, FLORIDA; THE CITY OF NEPTUNE BEACH, FLORIDA; AND THE COMMANDER, U.S. NAVAL STATION MAYPORT, U. S. NAVY FOR CONDUCT OF THE SEA AND SKY SPECTACULAR. THIS FIFTH REVISED INTERLOCAL AGREEMENT (hereinafter referred to as the "Agreement") is made and entered into as of the day of , 2015 by and among the below-listed parties and supercedes the original Interlocal Agreement by and among the parties made and entered into March 12, 2001, as revised for the first time on October 9, 2003, as revised for the second time on August 4, 2005, as revised for the third time on November 2, 2007, and revised for the fourth time on October 28, 2009, and shall become effective upon filing with the Clerk of the Circuit and County Courts, as herein provided. The parties to this Agreement are: THE CITY OF JACKSONVILLE, FLORIDA, a consolidated municipal/county government, making the General Services District within the territorial boundaries of Duval County, Florida (hereinafter referred to as "JACKSONVILLE"), pursuant to authority in Section 111.105, Ordinance Code; and THE CITY OF ATLANTIC BEACH, FLORIDA, a municipal corporation within the General Services District (hereinafter refened to as "ATLANTIC BEACH"); and THE CITY OF JACKSONVILLE BEACH, FLORIDA, a municipal corporation within the General Services District (hereinafter refen·ed to as "JACKSONVILLE BEACH"); and THE CITY OF NEPTUNE BEACH, FLORIDA, a municipal corporation within the General Services District (hereinafter referred to as ''NEPTUNE BEACH"); and THE COMMANDER, U.S. NAVAL STATION MAYPORT, UNITED STATES NAVY (hereinafter referred to as "CNSM"). 1 AGREEMENT SECTION 1. SUMMARY ................................................................................................... . 2. PURPOSE ...................................................................................................... . 3. RESPONSIBILITIES ..................................................................................... . 4. SEA & SKY SPECTACULAR AIR SHOW COMMITTEE ........................ . 5. TERM OF AGREEMENT .............................................................................. . 6. EFFECTIVE DATE ........................................................................................ . 7. TERMINATION ............................................................................................. . 8. MAXIMUM INDEBTEDNESS ..................................................................... . 9. SEVERABILITY ........................................................................................... . 10. SECTION HEADINGS ................................................................................. . 11. CONSTRUCTION ........................................................................................ . 12. ENTIRE AGREEMENT ............................................................................... . 13. COUNTERPARTS ......................................................................................... . PAGE 2 2 3 5 6 6 6 6 6 6 6 7 7 AGENDA ITEM #4F SEPTEMBER 14, 2015 IN CONSIDERATION of the mutual covenants herein contained and for other good and valuable consideration, the legal sufficiency of which is acknowledged by the parties, the patties agree as follows: 1. SUMMARY. This Agreement defines the covenants and responsibilities governing the Sea and Sky Spectacular, to be held on October 24-25, 2015 (hereinafter sometimes referred to as the "Event", as the context allows). It is an extended celebration of city events, United States Armed Services activities and family entertainment programs to be held periodically in the Jacksonville area. The primary goals of the Event are to foster positive community relations and to supp011 military recmiting efforts. The Event is intended to be an annual regional attraction with air show sites alternating between Naval Air Station Jacksonville and the Jacksonville Beach Oceanfront (this Agreement shall pertain exclusively to Events held at the Jacksonville Beach Oceanfront). 2. PURPOSE. This Agreement formally creates a relationship among the pmties for the following purposes: 2.1. To provide JACKSONVILLE, ATLANTIC BEACH, JACKSONVILLE BEACH, NEPTUNE BEACH and neighboring beach cities/communities along with the high concentration of Naval commands and their service members a celebration that showcases the military's presence in the region. 2.2. To foster positive community relationships by (a) creating an opportunity for long term, mutual cooperation and commitment among city governments and Naval commands to conduct a bi-annual event of regional attraction at an opportune time of year for the cities and their business communities; and (b) suppmting Armed Service recmiting by offering an exciting family entertainment program which may include an air show and a demonstration of military 2 ca pabi liti es. AGENDA ITEM 114F sr;;r .. TEMBER J4, l OI S 3. RESPONSIBILITIES. The parties sha ll have the follow in g r esponsib il iti es, whi ch may be s uppl emented or more specifica ll y defi ned as ne cessa ry, fr om t im e to time, fo r the co nduct of th e Event: 3.1. JA CKSONV ILL E: 3.1.1. Spec ial E vents Productio n and Coo rdination . The Office o f Special Even ts (he re in after refer red to as th e "OSE") represents JA CKSONVILLE 's interes ts and s hall provide specia l events prod ucti on ex perti se a nd coo rdinati on for the Event s he ld at th e Jackso nv ille Beac h Ocean fro nt. Th e OSE wil l share in the respo ns ibili ty of atTa ngin g and co ndu c tin g the Sea and Sky Spectacular with ATLANTIC BEACH, JACKSONV ILL E BEAC H, NEPTUNE BEACH and CNS M. 3.1.2. Cust odian fo r Spo nsorship Funds. The OSE wi ll se rve as cus tod ia n of spo nso rship mo ney and wi ll wr it e accounts paya ble chec ks us in g the spo nso rship mo ney rai sed to s upp ot1 th e Sea and Sky Spectacu la r. 3.1.3. Event Pro/Ji ot ion. JACKSONV ILLE shall ha ve th e ove ra ll res po nsib ilit y fo r prom otin g the Event as a regio nal attrac t io n. 3.1.4. Mon etG/y Co ntrib ution. Subj ect to th e max im um in de bted ness in Sec ti o n 8, below, JA CKSONVI L LE will prov id e and fund various se rvic es necessary to produ ce th e Event. Such services s ha ll incl ud e po lice , pri va te sec uri ty, ti re a nd re sc ue supp ort servi ces, adve rti s in g and mat·ket in g. Jack so nvill e Tra nspo rt ati on Aut h01i ty shuttles, air s how co nsul ta nt, air show acts, so und and entert a inm ent , VIP area, liabilit y in suran ce and event main tenance (co ll ec ti ve ly and individu all y refetTed to as the "J AC KSONV1LLE Services"). Subj ect to th e max imum ind eb tedn ess in Sect io n 8 below, JACKSON VT LLE may prov id e s ervi ces in additi o n to the above JACKS ONVILLE Services, to the ex tent that s uch ad ditiona l serv ices become necessa ry to produ ce th e Even t; provided however, suc h add it io nal se rvices s ha ll not be prov id ed or required here und er unl ess and until s uc h tim e as thi s Ag reement is amended, in wliti ng, for th e inclu s io n of such additi onal serv ices. 3 .2. ATLANTIC BEA C H. JACKSONV lLL E BEACH and NE PTUNE BEACH : 3.2. I , Monetaty Co ntr ib uti on. ATLANTIC BEAC H, JA CKSONV ILL E BEACH and NEPTUNE BEA CH arc not required to co ntribute any sponso rs hip fund s for the 2015 Sea a nd Sky Spectacul ar. 3.2.2. Supp ort Se n lices. Within th e ir respect ive city limits, and /or as th e need ma y require, ATLANTIC B EAC H, JA CK SO NV ILLE BEACH and NEPTUNE BEA C H s hall provide and fund staffm g/po li ce, Lire and rescue supp ort serv ices for th e Sea and Sky Spectac ular, in c luding , wi th o ut lim itation, po lice serv ices crow d and tra ffi c co ntrol, parking and 3 AGENDA ITEM #4F SEPTEMBER 14, 2015 refuse collection. ATLANTIC BEACH, JACKSONVILLE BEACH and NEPTUNE BEACH recognize and acknowledge that crowd sizes and logistics, as well as financial considerations, may require joint sharing of these responsibilities and expenses as matters develop, and agree to cooperate, in good faith, to reach equitable sharing arrangements as such prove to be necessary. JACKSONVILLE shall provide and fund staffing police, fire and rescue suppmi services only to the extent that the circumstances surrounding the Sea and Sky Spectacular require supplementing such services, as determined by JACKSONVILLE, in its sole and exclusive discretion. 3.2.3. Sea and Sky Spectacular Facility. JACKSONVILLE BEACH shall provide property for the Sea and Sky Spectacular. The aforementioned property shall be sufficiently available for the placement of tents, display booths, and other festival requirements as necessary and approved by the JACKSONVILLE BEACH City Manager and shall be consistent with JACKSONVILLE BEACH's Code of Ordinances and Special Events Policies. 3.2.4. Responsibility for Sea and Sky Spectacular. ATLANTIC BEACH, JACKSONVILLE BEACH and NEPTUNE BEACH City Managers or their designated representatives shall share responsibility for aiTanging and conducting the Sea and Sky Spectacular with JACKSONVILLE's OSE and CNSM; provided however, said OSE shall have the final or ultimate decision making authority, subject only to Section 3.2.3. above. 3.2.5. Event Promotion. ATLANTIC BEACH, JACKSONVILLE BEACH and NEPTUNE BEACH shall have secondary responsibility and secondary approval authority for promoting the Event as a regional attraction. 3.3. Navy/CNSM: CNSM shall delegate his authority regarding the Event and agrees as follows: 3.3.1. Air Show Responsibility. While the Commanding Officer of the Naval Air Station Jacksonville (hereinafter refeiTed to as ''NAS") has primary responsibility for the NAS Air Show, and is charged to conduct the on-base air show at NAS, the Commanding Officer of Naval Station Maypmi is charged only with support of the Sea and Sky Spectacular by staging of static display and performing aircraft, and by cooperating with JACKSONVILLE to anange and conduct the military demonstration at the Sea and Sky Spectacular. 3.3.2. Prohibition Against Use of Funds. In compliance with federal regulations, fiduciary support raised on base via Naval Station Morale, Welfare and Recreation Non-appropriated Fund Activities may not be used to support external activities. 4 AGENDA ITEM #4F SEPTEMBER 14, 2015 4. JACKSONVILLE SEA AND SKY SPECTACULAR OCEANFRONT AIR SHOW COMMITTEE. 4.1. There shall be created a Sea and Sky Spectacular Committee (hereinafter referred to as the "Committee") with membership of the pmties and shall operate as follows: 4.1.1. Membership. JACKSONVILLE, ATLANTIC BEACH, JACKSONVILLE BEACH, NEPTUNE BEACH and the Commanding Officer ofNaval Station Mayport each shall have membership on the Committee. This Committee shall advise JACKSONVILLE on the production of the Sea and Sky Spectacular. This includes, but is not limited to, hiring of sponsorship/advertising companies and/or air show consultants; provided however, the Commanding Officer of Naval Station Mayport shall have no responsibility or involvement whatsoever with sponsorship matters. 4.1.2. Final Authority. The parties agree that decisions of the OSE, as to accounting, expenditures, marketing, staging, logistics, placement, consultants, contractors, vendors, scheduling, coordination and all other matters related to and/or contemplated herein, shall be final, except for: (a) any decision that may adversely impact the ability of ATLANTIC BEACH, JACKSONVILLE BEACH and NEPTUNE BEACH to provide normal city services, including, but not limited to Police, Fire and Rescue, as determined by the City Managers of those cities; and (b) activities occurring on Navy prope1ty or involving Navy equipment or personnel; only as to activities on Navy Property or involving Navy personnel or equipment, shall the decisions of CNSM, as delegated above in Section 4.1.1, be final. 4.1.3. Meetings. The Committee shall meet to detennine any other rules and/or procedures that may be necessary in order to permit action on the Event as soon as possible. Such determinations shall include decisions as to whether financial and policy commitments and procedures should be made. Such decisions shall require a majority vote of all Committee Members. The Committee must have a quorum of its members in order to meet and take action. Such quorum shall consist of three (3) ofthe five (5) members. Such meetings shall comply with the Florida Open Meetings Law, as codified in Section 286.011, Florida Statutes. All meetings shall be preceded by a posted notice of at least twenty-four (24) hours. Written minutes shall be kept of the meetings. The meetings shall be held at a government facility that is accessible to the public. 4.2. Funding and Fund Carryovers. JACKSONVILLE and the Committee (excluding the Commanding Officer of Naval Station Mayport, as provided above) shall conduct funding and sponsorship campaigns to cover the costs of the Sea and Sky Spectacular. In addition to such funding and sponsorship campaigns, the parties (except for CNSM) may elect, but are not obligated to provide additional financial support for the Sea and Sky Spectacular. In the event that there is a surplus of funds available on final funding, from the Sea and Sky Spectacular, such surplus shall be held by JACKSONVILLE, for available use in the next scheduled Sea and Sky Spectacular, unless such event will not take place the following term or JACKSONVILLE determines specific other uses for such surplus funds. 5 AGENDA ITEM #4F SEPTEMBER 14, 2015 5. TERM OF AGREEMENT. This Agreement shall have a four (4) year te1m, commencing from October 11, 2012, unless subsequently amended. This Agreement may be renewed by written agreement by all pmties. 6. EFFECTIVE DATE. This Agreement shall become effective on the date it is recorded in the Official Records of Duval County, Florida, as required by Section 163.01(11), Florida Statutes. Such recording shall be perfected by the Office of General Counsel for JACKSONVILLE. 7. TERMINATION. Any party may withdraw fi·om this Agreement, without cause, by giving ninety (90) days advance written notice to the other pmties, by certified mail return receipt requested or by other delivery with written receipt. Such advance written notice shall be sent to the party representative or successor as shown on the signature pages, to the addresses stated thereon. If the remaining pmties so desire, they may continue this Agreement, as to its terms and conditions, by formal, mutual execution of a letter agreement memorializing the same. 8. MAXIMUM INDEBTEDNESS. This Section 8 is included in this Agreement pursuant to Section 106.431, JACKSONVILLE Ordinance Code. JACKSONVILLE's maximum indebtedness under this Agreement shall not exceed FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00), which amount does not include any funding via sponsorships that have been or will be secured by JACKSONVILLE. As provided in Section 3.1.4, JACKSONVILLE may provide and/or fund services in addition to the listed JACKSONVILLE Services; provided however, such additional services may be provided only in the event of a written amendment to this Agreement in that regard and only to the extent that such additional funds are available and have been appropriated for the Event. To the extent this Agreement is so amended in order to increase the JACKSONVILLE Services, said written amendment must reflect a corresponding increase in the maximum indebtedness specified in this Section 8, if applicable. The respective maximum indebtednesses of ATLANTIC BEACH, JACKSONVILLE BEACH and NEPTUNE BEACH shall be their respective financial and service commitments detailed in Sections 3.2.1 and 3.2.2, above. For the JACKSONVILLE 2014-1015 fiscal year, $95,000.00 will be encumbered by this Agreement. The remaining $405,000.00 will be budgeted and appropriated, if at all, in City fiscal year 2015-2016, and shall be encumbered by an amendment to this agreement, purchase order, check request, or other lawful encumbrance mechanism. 9. SEVERABILITY. If any part of this Agreement is found by a court of competent Jurisdiction to be unlawful or otherwise unenforceable, such pmt shall be deemed to be severed from this Agreement and the remaining parts shall continue to have full force and effect. 10. SECTION HEADINGS. All section headings used in this Agreement have been inserted for convenience only. Such section headings shall not be used in the interpretation or construction of the text of this Agreement. 6 AGENDA ITEM #4F SEPTEMBER 14, 2015 11. CONSTRUCTION. The parties acknowledge that they have had meaningful input into the terms and conditions contained in this Agreement. Therefore any doubtful or ambiguous provisions contained herein shall not be construed against the party who physically prepared this Agreement. The rule sometimes referred to as "Fortius Contra Proferentum" shall not be applied to the interpretation of this Agreement. 12. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties hereto for their responsibilities with respect to the Event. No statement, representation, writing, understanding, agreement, course of action or course of conduct, made by any party, or any representative of any pmty, which is not expressed herein shall be binding. All changes to, additions to, modifications of, or amendment to this Agreement, or any of the terms, provisions and conditions hereof, shall be binding only when in writing and signed by the authorized officer, agent or representative of each of the parties hereto. 13. COUNTERPARTS. This Agreement, and all amendments thereto, may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument. [Remainder of page is intentionally left blank. Signature page follows immediately.] 7 AGENDA ITEM #4F SEPTEMBER 14, 2015 IN WITNESS WHEREOF, the City of Jacksonville, by and through its respective authorized representatives has caused this Agreement to be executed on the day and year first above written. ATTEST: By: -----------------------Name: --------------------Title: Corporation Secretary STATE OF FLORIDA) )ss. COUNTY OF DUVAL) CITY OF JACKSONVILLE By: _____________________________ _ Name: ----------------------------------Title: ----------------------------------- The foregoing instrument was acknowledged before me this day of ------- 2015, by , and , Corporation Secretary respectively, of the City of Jacksonville, a municipal corporation in Duval County, Florida. Such persons: (notmy must check applicable box) are personally known to me; or 9 9 9 produced a current ______________ driver's license as identification; or produced as identification ____________ (Sign) ____________ (Print) NOTARY PUBLIC My Commission expires: -------- (NOTARIAL SEAL) In compliance with the Ordinance Code of the City of Jacksonville, I do hereby certify that there is an unexpended, unencumbered and un impounded balance in the appropriation to cover the foregoing Agreement and that provision has been made for the payment of the monies provided therein to be paid. Director of Finance City Contract Number: ____ _ Form Approved: Office of General Counsel Procurement Award #AD-0576-12, as amended 8 AGENDA ITEM #4F SEPTEMBER 14,2015 IN WITNESS WHEREOF, the City of Atlantic Beach, by and through its respective authorized representatives has caused this Agreement to be executed on the day and year first above written. ATTEST: By: _________ _ Donna L. Bartle, City Clerk 800 Seminole Road Atlantic Beach, FL 32233 STATE OF FLORIDA) )ss. COUNTY OF DUVAL) CITY OF ATLANTIC BEACH By: ____________ _ Nelson VanLiere, City Manager 800 Seminole Road Atlantic Beach, FL 32233 The foregoing instrument was acknowledged before me this day of _____ _ 2015, by Donna L. Bmtle, and Nelson VanLiere, the City Clerk and City Manager respectively, of the City of Atlantic Beach, a municipal corporation in Duval County, Florida. Such persons: (notmy must check applicable box) 9 are personally known to me; or 9 produced a current _______ driver's license as identification; or 9 produced as identification __________ (Sign) ____________ (Print) NOTARY PUBLIC My Commission expires: ------ (NOTARIAL SEAL) 9 AGENDA ITEM #4F SEPTEMBER 14. 2015 IN WITNESS WHEREOF, the City of Jacksonville Beach, by and through its respective authorized representatives has caused this Agreement to be executed on the day and year first above written. ATTEST: By: _________ _ Nancy J. Pyatte, City Clerk 11 North 3rd Street Jacksonville Beach, FL 32250 STATE OF FLORIDA) )ss. COUNTY OF DUVAL) CITY OF JACKSONVILLE BEACH By: ____________ _ Charlie Latham, Mayor 11 North 3rd Street Jacksonville Beach, FL 32250 By: ____________ _ George D, Forbes, City Manager 11 North 3rd Street Jacksonville Beach, Florida 32250 The foregoing instrument was acknowledged before me this day of _____ _ 2015, by Charlie Latham, George D. Forbes and Nancy J. Pyatte, the Mayor, the City Manager and the City Clerk respectively, of the City of Jacksonville Beach, a municipal corporation in Duval County, Florida. Such persons: (notary must check applicable box) 9 are personally known to me; or 9 produced a current _______ driver's license as identification; or 9 produced as identification __________ (Sign) ____________ (Print) NOTARY PUBLIC My Commission expires: _____ _ (NOTARIAL SEAL) 10 AGENDA ITEM #4F SEPTEMBER 14, 2015 IN WITNESS WHEREOF, the City of Neptune Beach, by and through its respective authorized representatives has caused this Agreement to be executed on the day and year first above written. ATTEST: By: _________ _ Karla Strait, City Clerk 116 1 st street Neptune Beach, FL 32266 STATE OF FLORIDA) )ss. COUNTY OF DUVAL) CITY OF NEPTUNE BEACH By: ____________ _ Jim Jarboe, City Manager 116 1st Street Neptune Beach, FL 32266 The foregoing instrument was acknowledged before me this day of _____ _ 2015, by Jim Jarboe and Karla Strait, The City Manager and the City Clerk respectively, of the City ofNeptune Beach, a municipal corporation in Duval County, Florida. Such persons: (notary must check applicable box) 9 are personally known to me; or 9 produced a current _______ driver's license as identification; or 9 produced as identification ___________ (Sign) ____________ (Print) NOTARY PUBLIC My Commission expires: ------ (NOTARIAL SEAL) 11 AGENDA ITEM #4F SEPTEMBER 14, 2015 IN WITNESS WHEREOF, the Commander US Naval Station Maypmi, United States Navy, by and through its respective authorized representatives has caused this Agreement to be executed on the day and year first above written. ATTEST: NAVY By: ~---------------------Signature By: ----------~------~--~~----------Wesley R. McCall, Captain, United States Naval Type/Print Name: ________ _ Station Maypmi Title: -------------------------- STATE OF FLORIDA) )ss. COUNTY OF DUVAL) The foregoing instrument was acknowledged before me this ___ day of _______ _ 2015, by Wesley R. McCall, and as Captain and __________ respectively, of the United States Navy. Such persons: (notmy must check applicable box) 9 9 9 are personally known to me; or produced a current _____________ driver's license as identification; or produced as identification ___________ (Sign) ____________ (Print) NOTARY PUBLIC My Commission expires: -------------- (NOTARIAL SEAL) G:\Gov't OperationsVSawyer\Special Events\_ Sea and Sky\lnterlocal Agreement\Sea SkySpectacular lnterlocal Agreement l-21-15.doc 12