08/15/2007 Agreement
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
September 7, 2007
TO:
Andrew Trivette, Director
Growth Management Division
ATTN:
FROM:
Mayra Tezanos
Executive Assistant
Pamela G. Han~
Deputy Clerk
At the August 15, 2007, Board of County Commissioner's meeting the Board granted
approval and authorized execution of the following:
J Interlocal Agreement between Monroe County and the City of Marathon to provide
funding assistance for the purchase of a new pump out vessel and to refurbish an existing pump
out vessel using boating improvement funds. Enclosed is a duplicate original for your handling.
Amendment 2 to the Agreement between Monroe County and DRC Emergency Services,
LLC to remove hurricane related marine debris. Enclosed is a duplicate original for your
handling.
Interlocal Agreement between Monroe County and Florida Fish and Wildlife
Conservation Commission for permission to access County-owned land on Grassy Key for
removal of Gambian rats. Enclosed are three duplicate originals, executed on behalf of Monroe
County, for your handling. Please be sure to return the fully executed "Monroe County Clerk's
Office Original" and the "Monroe County Finance Department's Original" as soon as possible.
Grant Task Assigrunent, DEP Contract No. PL-029 - Task Assigrunent No. FK-079,
between Monroe County and the Florida Department of Environmental Protection (FDEP) to
receive an $80,000 grant for the removal of invasive exotic plant species from conservation lands
that are owned or managed by Monroe County. Enclosed is a duplicate original for your
handling.
Grant Task Assignment, DEP Contract No. PL-029 - Task Assigrunent No. FK-075,
between Monroe County and Florida Department of Environmental Protection (FDEP) to receive
a $96,000 grant which will allow the County to continue employing invasive exotic plant control
technicians to treat invasive exotic plants on conservation lands that are owned or managed by
Monroe County. Enclosed is a duplicate original for your handling.
Growth Management Division
Page 2
Should you have any questions please do not hesitate to contact this office.
cc: County Attorney
Finance
File
INTERLOCAL AGREEMENT BETWEEN MONROE COUNTY
AND THE CITY OF MARATHON FOR PURCHASE OF AND
REFURBISHMENT OF PUMP OUT VESSELS
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THIS INTERLOCAL AGREEMENT is entered into as of this ~. day of~
2007 be,tween Momoe County, a political subdivision of the State of Florida
("COUNTY") and the City of Marathon, a municipal corporation organized and existing
under tht: laws of the State of Florida ("CITY").
WITNESSETH:
WHEREAS, CITY intends to purchase a new pump out vessel and refurbish an
existing pump out vessel; and
WHEREAS, CITY hereby proposes, and COUNTY hereby agrees, to reimburse
the CITY for a portion of the cost of purchasing one new pump out boat and for a portion
of refurbishing the City's existing pump out boat in an amount not to exceed a cost of
Thirty-Two Thousand Dollars and No Cents ($32,000.00). COUNTY funding will serve
to reimburse the cost of a grant match required of the CITY for two separate grants to the
CITY under the State's Clean Vessel Act grant program.
NOW THEREFORE, in consideration of the mutual promises and covenants
herein contained, it is agreed between COUNTY and CITY as follows:
S,ection 1. Pump out vessel purchase and refurbishment of existing vessel.
CITY agrees that it shall have primary responsibility for purchasing one new
pump out vessel and for refurbishing its existing pump out vessel. The CITY's
re'sponsibilities shall include carrying out any necessary bid requirements and for
sdection of the new boat purchased. CITY will also have primary responsibility
for refurbishing its existing pump out vessel through the original builder.
COUNTY hereby agrees that, while COUNTY may provide input on these
decisions, the final decisions shall be made by CITY.
S'ection 2. Payment. COUNTY agrees to reimburse CITY for costs for the
purchase of a new pump out vessel and for refurbishing the CITY's existing pump
out vessel in an amount not to exceed a cost of Thirty-Two Thousand Dollars and
No Cents ($32,000.00) as follows:
2.1 Reimbursement upon completion of the Projects.
2.2 To receive payment, CITY shall submit an invoice to the Director
of the COUNTY's Marine Resources ("Director"). The invoice
must describe the services performed, together with proof that
payment has been made to the CITY'S contractor(s).
2.3 If the invoice is satisfactory to the Director, he/she shall forward
the invoice to the County Clerk for payment. If the Director or
Section 3.
Sel~tion 4.
4.1
4.2
4.3
4.4
County Clerk determines that an invoice contains an error or
omission, the Director or County Clerk (as appropriate) shall return
the invoice to CITY with a written explanation of the error or
omission.
2.4
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 COUNTY shall be the funding
source for a sum of not more than Thirty-Two Thousand Dollars
and No Cents ($32,000.00) of CITY's cost of the Project.
Accordingly, the County Clerk shall timely process all invoices
received from CITY as provided hereinabove and pursuant to
applicable statutes and county code sections.
Tenn.
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.
Subcontracts.
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.
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.
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.
Any contracts with any subcontractors entered into by 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.
5.3 The defaulting party shall cure any such default, within 30 days
following the date ofthe Default Notice.
5.4 In the event the defaulting party fails to affect 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.
5.5 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.
S'ection 6. Indemnification.
6.1 To the extent permitted by law and subject to the provisions and
monetary limitations of Section 768.28, Florida Statutes, CITY
does hereby agree to defend, indemnifY and hold COUNTY, its
officers, agents, or employees, harmless from and against any
and all liability, damages, costs or expenses (including reasonable
attorneys' fees, and costs at the trial and level) arising from the
acts or omissions of CITY or any third party vendor contracted by
CITY in connection with this Agreement.
S41ction 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 County:
Mr. Thomas 1. Willi
County Administrator
Monroe County
Historic Gato Building
1100 Simonton Street
Key West, norida 33040
With a copy to:
Suzanne Hutton, Esq.
Monroe County Attorney's Office
P.O. Box 1026
Key West, norida 33041-1026
If to City:
Mike Puto
City Manager
City of Marathon
11045-55 Overseas Highway
Marathon, Florida 33050
With a CODV to:
John Herin, Esq.
City Attorney
Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A.
150 West Flagler Street, Suite 2200
Miami, Florida 33130
7.2 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.
S4lction 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:
8.3 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.
8.4 Automobile and marine liability in the amount of $1,000,000 per
occurrence for bodily injury and property damage, covering all
vehicles owned, leased or used by the subcontractor as part of the
construction. The CITY must be named as an additional insured on
this policy.
8.5 Workers compensation and employer's liability, as required by
Florida Statutes.
8.6 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.
8.7 No change or cancellation of this insurance shall be made without 30
days prior written notice to the City.
8.8 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. for representation at the trial level.
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.
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
Agmement shall be in Monroe County, Florida, Lower Keys Division of the Circuit
CouJrt or the Southern District of Florida.
Section 12. Entire AgreementlModification/Amendment.
12.1 This writing contains the entire Agreement of the parties and
supersedes 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, his designee, or the Clerk of County
shall, during the term of this Agreement and for a period offour
(4) years from the date of termination of this Agreement, have
access to and the right to examine and audit any Records of CITY
or its subcontractors involving transactions related to this
Agreement.
13.2 The COUNTY may cancel this Agreement for refusal by CITY, or
CITY's subcontractor, to allow access by the County
Administrator, his designee, or the County Clerk 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 CITY or its subcontractor's performance of the Services
provided in this Agreement.
13.4 If the inspection or audit discloses that County funds paid to City
under this Agreement were used for a purpose not authorized by
this Agreement, then 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 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 CITY from
utilizing the services of subcontractors to perform the Services
contemplated in this Agreement.
Section 15. Severability.
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.
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
Agn:ement. This Agreement shall not in any way be construed to create a
partnership, association or any other kind of joint undertaking, enterprise or venture
benveen the parties.
Section 17.
Waiver.
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
Agrf:ement shall not be construed as a waiver of the violation or breach, or of any
future violation, breach or wrongful conduct.
Section 18.
Funding.
The parties agree that the COUNTY's responsibility under this Agreement is to
provide funding only. Accordingly, all subcontractors are in privity with CITY only
and may not seek direct payment from COUNTY, and that COUNTY has no duty,
liabillity or other obligation to such persons. CITY agrees to include a sentence
similar to the foregoing in all contracts entered into by CITY for the Project.
Section 19.
Applicable Laws.
In awarding contracts for the design and construction of the Project, CITY agrees to
abidl: by all applicable CITY ordinances and state and federal laws.
Section 20.
Survival of Provisions.
Any terms or conditions of either this Agreement that require acts beyond the date of
the tl:rm 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.
This Agreement may be executed in several counterparts, each of which shall be
deemed original and such counterparts shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have set their hands and seal the day
and year first written above.
(SEAL)
ATTEST: DJ;;Y 1. KOLHAGE, CLERK
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Deputy Clerk/"
7I1to ROE COUNTY ATTORNEY
P~R9VED AS TO!'!:: /
~ uJ L '(4J.-r
NATILEENE W CASSEL
ASSISTANT COUNTY ATTORNEY
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BOARD OF COUNTY COMMISSIONERS
MONROE COUNTY, FLORIDA
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Mayor Mario Di Gennaro
BY:
THE CITY OF MARATHON, FLORIDA
BY: ~/Y~
. st er M. Bull, Mayor
ATTEST:
~ucl1W~J
Diane Clavier
City Clerk
(City Seal)
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