08/20/2008 Agreement
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
September 11, 2008
TO:
Andrew Trivette, Director
Growth Management Division
FROM:
Mayra Tezanos
Executive Assistant ~
Pamela G. Hanco~.c.
ATTN:
At the August 20, 2008, Board of County Commissioner's meeting the Board granted
approval and authorized execution of an Interlocal Agreement between Monroe County and the
City of Marathon providing funding assistam;e to the City for boating related activities including
vessel wastewater haul-out and disposal of a boat and trailer in the amount of $17,243.30.
Enclosed is a duplicate original of the above-mentioned for your handling. Should you
have any questions, please do not hesitate to contact this office.
cc: County Attorney
Finance
File ,/
~TERLOCALAGREEMENT
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THIS INTERLOCAL AGREEMENT is entered into as of this ~day of August, 2008
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, an interlocal agreement which provided for the CITY to be reimbursed by
the COUNTY for the haul out of vessel wastewater expired on December 31, 2007; and
WHEREAS, the CITY is under contract with the Clean Vessel Act Grant Program for
reimbursement for vessel wastewater haulout as of March 2,2008; and
WHEREAS, the CITY is requesting that the COUNTY provide reimbursement in the
amount of $16,125.30 from Boating Improvement Funds for vessel wastewater haulout costs
which the CITY incurred during the period in which there was no agreement in force for such
reimbursement; and
WHEREAS, the CITY removed a boat and trailer from its right-of-way on March 14,
2008 and is requesting that the COUNTY provide reimbursement in the amount of $1,118.00
from Boating Improvement Funds; and
WHEREAS, the above expenditures are qualified expenditures from the Boating
Improvement Fund;
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. Payment. The COUNTY agrees to reimburse the CITY for incurred boating
related costs as follows:
1.1 Payment in the total amount of $17,243.30 for vessel waste haulout in the
amount of$16,123.30 and boat removal in the amount $1,118.00.
1.2 To receive payment, the CITY shall submit all requests for payment and
applicable invoices to the Senior Administrator of the COUNTY's Marine
Resources Office (the "Senior Administrator"). The invoices must describe
the services performed, together with proof that payment has been made to
the CITY'S contractor(s). All documentation shall be forwarded to the
County Clerk for payment. Any other documentation requested by the Clerk
shall be provided.
Section 2. Term.
2.1 This Agreement shall become effective upon execution by both parties.
2.2 If such Notice of Termination as specified in Section 3 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 3. Termination and Default.
3.1 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.
3.2 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.
3.3 The defaulting party shall cure any such default, within 30 days following the
date of the Default Notice.
3.4 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.
3.5 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.
3.6 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.
Section 4. Indemnification.
4.1 To the extent permitted by law and subject to the provisions 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 5. Notices.
5.1 All notices, requests, demands, elections, consents, approvals and other
communications hereunder must be in writing and addressed as follows, or to
any other address which either party may designate to the other party by mail:
Ifto Countv:
Roman Gastesi, Jr.
County Administrator
Monroe County
Historic Gato Building
1100 Simonton Street
Key West, Florida 33040
With a copv to:
Suzanne Hutton, Esq.
Monroe County Attorney's Office
P.O. Box 1026
Key West, Florida 33041-1026
Ifto Citv:
Clyde Burnett
City Manager
City of Marathon
11045-55 Overseas Highway
Marathon, Florida 33050
With a copv 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; or sent by
overnight delivery service.
Section 6. Regulatory Powers.
6.1 Nothing contained herein shall be construed as WaIvmg either party's
regulatory approval or enforcement rights or obligations as it may relate to
regulations of general applicability, which may govern the Agreement.
6.2 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 7. Attorneys Fees and Waiver of Jury Trial.
7.1 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.
7.2 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 8. Governing Law.
8.1 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. This Agreement is not
subject to arbitration.
Section 9. Entire Agreement/ModificationlAmendment.
9.1 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.
9.2 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 10. Access to Records and Audits.
10.1 City shall keep such records as are necessary to document the performance of the
Agreement and expenses as incurred, and give access to these records at the
request of County, the State of Florida, the Federal Government, or authorized
agents and representatives of said governrnent bodies. City shall also provide
access to the personal property reports, permits, and equipment purchased or
utilized under this Agreement. It is the responsibility of City to maintain
appropriate records in accordance with generally accepted accounting principles
consistently applied to insure a proper accounting of all funds and expenditures.
Records shall be kept for a period of five (5) years following execution of this
Agreement. City understands that it shall be responsible for repayment of any and
all audit exceptions which are identified by the Auditor General for the State of
Florida, the Clerk of Court for Monroe County, the Board of County
Commissioners for Monroe County, or their agents and representatives. County
shall bill City for the amount of the audit exception and City shall promptly repay
any audit exception. However, County warrants and represents that it has full
authority to fund the Project under the terms and conditions specified herein. The
County and City shall allow and permit reasonable access to, and inspection of,
all documents, papers, letters or other materials in its possession or under its
control subject to the provisions of Chapter 119, Florida Statutes, and made or
received by the County and City in conjunction with this Agreement; and the
County shall have the right to unilaterally cancel this Agreement upon violation of
this provision by City.
10.2 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.
10.3 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.
10.4 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 11. NonassignabiIity.
11.1 This Agreement shall not be assignable by either party unless such
assignment is first approved by both parties.
Section 12. Severability.
12.1 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 13. Independent Contractor.
13.1 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 14. Waiver.
14.1 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 15. Funding.
15.1 The parties agree that the COUNTY's responsibility under this Agreement is
to provide funding only.
Section 16. Survival of Provisions.
16.1 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 17. Counterparts.
17.1 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.]
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
(SEf}.L) .
ATTEST~:.. DA Y L. KOLHAGE, CLERK
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eputy Clerk
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
BY:xL" 'IdlBm '$AA~-ohJ
ATTORNEY'S FICE 7 -( I' ell
THE CITY OF MARATHON, FLORIDA
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Edward P. Worthington, Mayo
ATTEST:
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Diane Clavier
City Clerk
(City Seal)
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APPROVED AS TO FORM AND LEGALALITY FOR THE USE
AND RELIANCE OF THE ~ MARATHON, FLORIDA ONLY:
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City Attorney
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