06/20/2007 Agreement
DANNYL. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
July 16, 2007
TO:
Andrew Trivette, Director
Growth Management Division
FROM:
Mayra Tezanos
Executive Assistant
Pamela G. Hanc~
Deputy Clerk 0
ATTN:
At the June 20, 2007, Board of County Commissioner's meeting the Board adopted the
following Resolutions:
Resolution No. 222-2007 certifying the 2007 Administrative Update to the Momoe
County Land Use District Maps (LUDM) for the unincorporated area of the Middle and Upper
Florida Keys as authorized by Section 9.5-24(a)(2) c., Momoe County Code of Ordinances and
making the LUDM Update available in paper and digital form.
Resolution No. 223-2007 rescinding Ordinance No. 002-2007 as void Ab Initio which
Ordinance approved a request by Northstar Resort Enterprises Corp. for a Land Use District Map
amendment from Suburban Commercial to Mixed Use for a part of the property legally described
as Island of Key Largo, pt Lots 5-12-13, Sec. 6, Township 61S, Range 40E, Momoe County,
Florida, having Real Estate Number 00083970.000000.
Resolution No. 228-2007 approving the request for Administrative Relief made by Luis
& Norma Gavarrete and Fernando & Janet Gavarrete on property described as Lot 14, Block 7,
amended Plat of Winston Waterways No.2, Key Largo, RE: 00547211.001400 in the form of
one (1) Dwdling Unit Allocation Award.
Resolution No. 229-2007 approving the request for Administrative Relief made by
Kenneth C. Lasseter & Frank Graves III on property described as Lot 431, Port Largo Fifth
Addition, Key Largo, RE: 00453475-004700 in the form of one (1) Dwelling Unit Allocation
Award.
Resolution No. 230-2007 approving the request for Administrative Relief made by Marlin
Holdings, Inc. on property described as Lot 20, Block 19, Largo Sound Park 1st Addition and
adjacent alley Resolution 40-1971, Key Largo, Re: 00470060.000000 in the form of one (1)
Dwelling Unit Allocation Award.
Growth Management Division
Page 2
Resollution No. 231-2007 approving the request for Administrative Relief made by Marlin
Holdings 1m:. on property described as Lot 17, Block 19, Largo Sound Park 1st Addition and
Adjacent Alley disclaimed by Resolution 40-1971, Key Largo, RE: 00470030.000000 in the form
of one (1) dwelling unit allocation award.
Resolution No. 232-2007 approving the request for Administrative Relief made by James
M. & Cheryl A. Scanlon on property described as Lot 39, Orchid Park, Sugarloaf Key, RE:
00166977.003900 in the form of one (1) dwelling unit allocation award.
Enclosed is a certified copy of each of the subject Resolutions for your handling.
The Board also granted approval and authorized execution of the following:
/Interlocal Agreement between Monroe County and the City of Marathon to provide
funding assistance using Boating Improvement Funds to construct one additional floating dinghy
dock at the City Marina. Enclosed is a duplicate original for your handling.
Amendment 4 Broadcast Services Contract between Monroe County and Comcast to
provide continuing media services in support of public education concerning the No Discharge
Zone in pla(:e within state waters of the Florida Keys National Marine Sanctuary. Enclosed is a
copy for your handling.
First Renewal of Contract for Services #101-555-2493A between Monroe County and
Advanced Data Solutions to provide document scanning services for the County Building
Department for and additional $50,000 for FY 2006-07. Enclosed is duplicate original for your
handling.
Should you have any questions please do not hesitate to contact this office.
cc: County Attorney
Finance w/o Resolutions
File!
INTERLOCAL AGREEMENT . It!.
THIS INTERLOCAL AGREEMENT is entered into as of this.JO day of June, 2007
between Monroe County, a political subdivision of the State of Florida (hereinafter, the
COUNTY) :and the City of Marathon, a municipal corporation organized and existing under the
laws of the State of Florida (hereinafter, the CITY).
WITNESSETH:
WHEREAS, the CITY intends to construct an additional 40 linear foot of dinghy
dockage with one additional piling to be located at the Boot Key Harbor City Marina in the City
of Marathon (the "Marina"); and
WHEREAS, the CITY has proposed, and the COUNTY has agreed, to reimburse the
CITY for the cost of installation of one piling and 40 linear feet of EZ Dock floating docks, in an
amount not to exceed a cost often thousand dollars ($10,000.00).
NOW THEREFORE, in consideration of the mutual promises and covenants herein
contained, it is agreed between the COUNTY and the CITY as follows:
Section 1. Construction. (a) The CITY agrees that it shall have primary responsibility
for the construction of 40 linear feet of floating docks that includes one marine piling at the
Marina (the "Project"). The CITY's responsibilities shall include selection of the site, selection
of all contractors and subcontractors for the actual design and construction of the Project, and
general oversight and management of the Project. The COUNTY hereby agrees that, while the
COUNTY may provide input on these decisions, the final decisions shall be made by the CITY.
Section 2. Payment. The COUNTY agrees to reimburse the CITY for construction costs
ofthe Projeet as follows:
2.1 Reimbursement upon completion ofthe Project.
2.2 To receive payment, the CITY shall submit an invoice to the Director of the
COUNTY's Marine Resources (the "Director"). The invoice must describe the
construction services performed, together with proof that payment has been made
to the CITY'S contractor(s).
If the invoice is satisfactory to the Director, he/she shall forward the invoice to the
County Clerk for payment. If the Director or County Clerk determines that an invoice
contains an error or omission, then within three (3) days of receipt of the invoice, the
Director or County Clerk (as appropriate) shall return the invoice to the CITY with a
written explanation of the error or omission. If the invoice contains no error or omission,
then the COUNTY shall pay the CITY within ten (10) days of the Director's receipt of
the invoice. If the invoice is returned for correction, then the payment must be made
within ten (10) days of the date the County official who requested the correction receives
the corrected invoice.
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2.3 The parties recognize that the CITY will enter into contractual operations with
third parties in order to perform the services required by this Agreement and that
the COUNTY shall be the funding source for a sum of not more than $ I 0,000.00
of the CITY's cost of the Project. Accordingly, the County Clerk shall timely
process all invoices received from the CITY as provided hereinabove.
Section 3. Term.
3.1 This Agreement shall become effective upon execution by both parties and shall
remain in effect through the final completion of the Project, unless earlier terminated
in accordance with Section 5 herein (the "Term").
3.2 If such Notice of Termination as specified in Section 5 is given, this Agreement
shall terminate within five (5) days thereof, and following such five day period, the
parties shall be relieved of all rights and obligations hereunder, except for any rights
and obligations that expressly survive termination.
Section 4. Subcontracts.
4.1 In performing the construction of the Project as contemplated by this Agreement,
the parties recognize that the CITY may subcontract with a third party(ies) to
provide the actual design and construction services.
4.2 Any third party contracts entered into between the CITY and any third party
vendor shall not create any privity between the COUNTY and the third party, nor
shall any third party vendor be considered a third party beneficiary of the rights of
the CITY under this Agreement.
4.3 The CITY shall be responsible for any violations of applicable state, federal,
County or City laws, rules or regulations made by the CITY's vendor(s) in
performing any services contemplated in this Agreement.
4.4 Any contracts with any subcontractors entered into by the CITY shall include
provisions for indemnification, insurance and customer service standards
matching those provisions in this Agreement.
Section 5. Termination and Default.
5.1 In the event of any failure of compliance by either party hereto with any of its
material obligations to the other party as provided for herein such action shall
constitute a default under this Agreement.
5.2 Upon any such default, the non-defaulting party shall provide to the defaulting
party a written Notice of such default, which Notice (a "Default Notice") shall
state in reasonable detail the actions the defaulting party must take to cure the
same.
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5.3 The defaulting party shall cure any such default, within 30 days following the date
of the Default Notice.
5.4 Notwithstanding the provisions of this Section, if any such default by the
defaulting party remains uncured at the conclusion of any specified 30 day cure
period, and if the nature of the defaulting party's obligations are such that more
than 30 days is required to effect cure, then the defaulting party shall not be in
default hereunder and the non-defaulting party shall not have the right to exercise
its termination rights granted herein as a result of any such default, if the
defaulting party commences cure within the applicable cure period and thereafter
diligently pursues cure to completion of performance.
5.5 In the event the defaulting party fails to effect any required cure as provided for
herein, the defaulting party shall be deemed to be in uncured default hereunder,
and the non-defaulting party shall have the right, but shall not be obligated, upon
written Notice to the defaulting party, to terminate this Agreement.
5.6 If such Notice is given, this Agreement shall terminate on the date set forth in the
Notice and the parties shall be relieved of all rights and obligations hereunder,
except for any rights and obligations that expressly survive termination.
Secti.on 6. Indemnification.
6.1 To the extent permitted by law and subject to the provIsIOns and monetary
limitations of Section 768.28, Florida Statutes, the COUNTY does hereby agree
to defend, indemnify and hold the CITY harmless from and against any and all
liability, damages, costs or expenses (including reasonable attorneys' fees, costs,
and expenses at both the trial and appellate levels) arising from the acts or omissions
of the COUNTY, its officials, agents or employees, in connection with this
Agreement.
6.2 To the extent permitted by law and subject to the provlSlons and monetary
limitations of Section 768.28, Florida Statutes, the CITY does hereby agree to
defend, indemnify and hold the COUNTY, its officers, agents, or employees,
harmless from and against any and all liability, damages, costs or expenses
(including reasonable attorneys' fees, costs, and expenses at both the trial and
appellate levels) arising from the acts or omissions of the CITY or any third party
vendor contracted by the CITY in connection with this Agreement.
Section 7. Notices.
7.1 All notices, requests, demands, elections, consents, approvals and other
communications hereunder must be in writing (each such, a "Notice") and addressed
as follows (or to any other address which either party may designate by Notice):
If to Countv:
Mr. Thomas J. Willi
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County Administrator
Momoe County
Historic Gato Building
1100 Simonton Street
Key West, Florida 33040
With a copy to:
Suzanne Hutton, Esq.
Momoe County Attorney's Office
P.O. Box 1026
Key West, Florida 33041-1026
If to City:
Mike Puto
City Manager
City of Marathon
11045-55 Overseas Highway
Marathon, Florida 33050
With a copy to:
John Herin, Esq.
City Attorney
Steams Weaver Miller Weissler Alhadeff & Sitterson, P.A.
150 West Flagler Street, Suite 2200
Miami, Florida 33130
Any Notice required by this Agreement to be given or made within a specified period of
time, or on or before a date certain, shall be deemed to have been duly given if sent by certified
mail, return receipt requested, postage and fees prepaid; hand delivered; facsimile; or sent by
overnight delivery service.
Section 8. Insurance.
8.1 The CITY and the COUNTY agree to insure or self-insure their respective
interests in connection with personal injury, death and personal property damage
to the extent each deems necessary or appropriate.
8.2 The CITY shall require any subcontractor performing work during the
construction of the Project to maintain throughout the duration of such
construction the following insurance:
8.2.1 Commercial general liability in the amount of $1,000,000 per occurrence for
bodily injury and property damage. This policy must include coverage for
contractual liability and specifically cover the indemnity set forth in this
Agreement. The CITY must be named as an additional insured on this
policy.
8.2.2 Automobile and marine liability in the amount of $1,000,000 per occurrence
fur bodily injury and property damage, covering all vehicles owned, leased
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or used by the subcontractor as part of the construction. The CITY must be
named as an additional insured on this policy.
8.2.3 Workers compensation and employer's liability, as required by Florida
Statutes.
8.2.4 All companies providing insurance shall be authorized to do business in the
State of Florida and rated B+: VI or better by Best's Key Rating Guild, latest
edition.
8.2.5 No change or cancellation of this insurance shall be made without 30 days
prior written notice to the City.
8.3 The CITY shall require any subcontractor to name the COUNTY as an additional
insured on any policies.
Section 9. Regulatory Powers.
9.1 Nothing contained herein shall be construed as waiving either party's regulatory
approval or enforcement rights or obligations as it may relate to regulations of
general applicability, which may govern the Agreement.
9.2 Nothing herein shall be deemed to create an affirmative duty of either party to
abrogate its sovereign right to exercise its police powers and governmental
powers by approving or disapproving or taking any other action in accordance
with ordinances, rules and regulations, federal laws and regulations and state laws
and regulations.
Section 10. Attorneys Fees and Waiver of Jury Trial.
10.1 In the event of any litigation arising out of this Agreement, the prevailing party
shall be entitled to recover its attorneys' fees and costs, including the fees and
expenses of any paralegals, law clerks and legal assistants, and including fees and
expenses charged for representation at both the trial and appellate levels.
10.2 In the event of any litigation arising out of this Agreement, each party hereby
knowingly, irrevocably, voluntarily and intentionally waives its right to trial by
JUry.
Section 11. Governing Law.
11.1 This Agreement shall be construed in accordance with and governed by the laws
of the State of Florida. Exclusive venue for any litigation arising out of this
Agreement shall be in Monroe County, Florida, Middle Keys Division of the
Circuit Court or the Southern District of Florida.
Section 12. Entire Agreement/Modification/Amendment.
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12.1 This writing contains the entire Agreement of the parties and supercedes any prior
oral or written representations. No representations were made or relied upon by
either party, other than those that are expressly set forth herein.
12.2 No agent, employee, or other representative of either party is empowered to
modify or amend the terms of this Agreement, unless executed with the same
formality as this document.
Section 13. Access to Records and Audits.
13.1 The County Administrator or his designee shall, during the term of this
Agreement and for a period of three (3) years from the date of termination of this
Agreement, have access to and the right to examine and audit any Records of the
CITY or its subcontractors involving transactions related to this Agreement.
13.2 The COUNTY may cancel this Agreement for refusal by the CITY, or the CITY's
subcontractor, to allow access by the County Administrator or his designee to any
Records pertaining to work performed under this Agreement that are subject to
the provisions of Chapter 119, Florida Statutes.
13.3 The term Records shall refer to any documents, books, data (electronic or hard
copy), papers and financial records that result from the CITY or its subcontractors
performance of the Services provided in this Agreement.
13.4 If the inspection or audit discloses that County funds paid to the City under this
Agreement were used for a purpose not authorized by this Agreement, then the
CITY must refund the funds improperly spent with interest calculated pursuant to
Section 55.03, Florida Statutes, with interest running from the date the COUNTY
paid the improperly spent funds to the CITY. This paragraph will survive the
termination of this Agreement.
Section 14. Nonassignability.
14.1 This Agreement shall not be assignable by either party unless such assignment is
first approved by both parties.
14.2 The provisions of this Section shall not prohibit the CITY from utilizing the
services of subcontractors to perform the Services contemplated in this
Agreement.
Section 15. Severability.
15.1 If any term or provision of this Agreement shall to any extent be held invalid or
unenforceable, the remainder of this Agreement shall not be affected thereby, and
each remaining term and provision of this Agreement shall be valid and be
enforceable to the fullest extent permitted by law.
Section 16. Independent Contractor.
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16.1 The CITY and its employees, volunteers, agents, vendors and subcontractors shall
be and remain independent contractor and not agents or employees of the
COUNTY with respect to all of the acts and services performed by and under the
terms of this Agreement. This Agreement shall not in any way be construed to
create a partnership, association or any other kind of joint undertaking, enterprise
or venture between the parties.
Section 17. Waiver.
17.1 The failure of either party to this Agreement to object to or to take affirmative
action with respect to any conduct of the other which is in violation of the terms
of this Agreement shall not be construed as a waiver of the violation or breach, or
of any future violation, breach or wrongful conduct.
Section 18. Funding.
18.1 The parties agree that the COUNTY's responsibility under this Agreement is to
provide funding only. Accordingly, all subcontractors are in privity with the
CITY only and may not seek direct payment from the COUNTY, and that the
COUNTY has no duty, liability or other obligation to such persons. The CITY
agrees to include a sentence similar to the foregoing in all contracts entered into
by the CITY for the Project.
Section 19. Applicable Laws.
19.1 In awarding contracts for the design and construction of the Project, the CITY
agrees to abide by all applicable CITY ordinances and state and federal laws.
Section 20. Survival of Provisions.
20.1 Any terms or conditions of either this Agreement that require acts beyond the date
of the term of the Agreement, shall survive termination of the Agreement, shall
remain in full force and effect unless and until the terms or conditions are
completed and shall be fully enforceable by either party.
Section 21. Counterparts.
21.1 This Agreement may be executed in several counterparts, each of which shall be
deemed an original and such counterparts shall constitute one and the same
instrument.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. I
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IN WITNESS WHEREOF, the parties hereto have set their hands and seal the day and
year first written above.
BOARD OF COUNTY COMMISSIONERS
MONROE COUNTY, FLORIDA
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BY:
Mayor/Chairperson
MONROE COUNTY ATTORNEY
APeTO.~
YN HIA L.~ALL
ASSISTANT COUNTY ATTORNEY
Date E-o-:J
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
eputy Clerk
BY:
ATTORNEY'S OFFICE
THE CITY OF MARATHON, FLORIDA
~~?1;;1f
Clinstopher . Bull, Mayor
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APPROVED AS TO FORM AND LEGALALlTY FOR THE USE
AND RELlA F THE CI OF MARATHON, FLORIDA ONLY:
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