3rd Amendment 01/28/2009
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
February 3, 2009
TO:
Dave Koppel, County Engineer
Engineering Division
FROM:
Judy Clarke, Assistant County Engineer
Pamela G. Han~C.
Attn:
At the January 28, 2009, Board of County Commissioner's meeting the Board granted
approval and authorized execution of a Third Amendment to Supplemental Agreement for Road
and Bridge Funds between Monroe County and Islamorada Village of Islands to extend the
termination date of the Agreement to allow additional time for the Village to make roadway
improvements funded by the County.
Enclosed is a duplicate original for your handling. Should you have any questions please
do not hesitate to contact this office.
cc: County Attorney
Finance
File
6` 0 Islamorada
Village of Islands
f OF LST'P
PLANTATION KEY WINOLEY KEY UPPER&LOWER MATECUMBE
LETTER OF TRANSMITTAL
TO: April M.Pearson, Executive Assistant to FROM: ZULLY HEMEYER,
David S. Koppel, P.E. ,County Engineer Phone: 305.664-6427 cell:305.360.7747
RE: THIRD AMENDMENT TO DATE: 1/9/2008
SUPPLEMENTAL AGREEMENT FOR ROAD
AND BRIDGE FUNDS - SIGNED COPIES
AND RESOLUTION
FEDERAL EXPRESS: 7962-4125-5128
URGENT FOR REVIEW PLEASE COMMENT PLEASE REPLY
NOTES/COMMENTS.
Good Morning April
Three original signed copies plus one resolution from our Village Council Meeting, Thursday,
January 8. 2009.
Sent on behalf of Zully Hemeyer
RECEIVED AN ! Mil
flCEIN,RD JAN 1 $1 11 1
P.O. BOX 568 ISLAMORADA, FL 33036
305-664-6455 (PHONE) 305-664-6464 (FAX) 0!
RESOLUTION NO. 09-01-01
A RESOLUTION OF ISLAMORADA, VILLAGE OF
ISLANDS, FLORIDA APPROVING A THIRD
AMENDMENT TO SUPPLEMENTAL AGREEMENT FOR
ROAD AND BRIDGE FUNDS BETWEEN ISLAMORADA,
VILLAGE OF ISLANDS AND MONROE COUNTY;
AUTHORIZING THE VILLAGE MANAGER TO EXECUTE
THE AMENDMENT; AND PROVIDING FOR AN
EFFECTIVE DATE
WHEREAS, on July 18, 2001, Islamorada, Village of Islands (the "Village") and Monroe
County entered into a Supplemental Interlocal Agreement for Road and Bridge Funds (the
"Agreement"), attached as Exhibit A, whereby the County would make payments to the Village for
roadway improvements to County Road 904(formerly known as State Road 4A) situated within the
municipal limits of the Village; and
WHEREAS, the Agreement provided for a termination date of July 1, 2006; and
WHEREAS, on June 21, 2006, the parties approved a First Amendment to the
Agreement, extending the termination date to July 1, 2008; and
WHEREAS, on May 21, 2008, the parties approved a Second Amendment to the
Agreement, extending the termination date to October 31, 2008; and
WHEREAS, the Village delayed completion of the road work to allow Florida Keys
Aqueduct Authority(the "Aqueduct Authority") to replace water lines on the same road way first
so as to avoid duplicating the improvement work; and
WHEREAS, the Village and the County desire to retroactively extend the Agreement
until May 31, 2009, in order to provide additional time for the Village to perform the work
contemplated under the Agreement and accommodate the Aqueduct Authority's schedule of
improvements, which are now completed.
CERTIFIED COPY OF ORIOIMAI
invn.Y RA OATI. YO I AOE °Rf
410
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF
ISLAMORADA, VILLAGE OF ISLANDS, FLORIDA,AS FOLLOWS:
Section 1. Recitals. The above recitals are true and correct and incorporated
into this Resolution by this reference.
Section 2. Approval of Third Amendment. The Third Amendment to the
Supplemental Agreement, a copy of which is attached as Exhibit A, together with such non-
material changes as may be acceptable to the Village Manager and approved as to form and
legality by the Village Attorney, is approved
Section 3. No further Modifications. All other terms and conditions of the
Agreement, as amended, not in conflict or superseded by this Third Amendment shall remain in
full force and effect.
Section 4. Execution of Agreement. The Village Manager is authorized to
execute the Third Amendment to the Agreement on behalf of the Village, and to execute any
other required documents to implement the terms and conditions of the Third Amendment,
subject to the approval as to form and legality by the Village Attorney.
Section 5. Effective Date. This Resolution shall take effect immediately upon
adoption.
PASSED AND ADOPTED this 8th day of January, 2009.
Motion to adopt by Councilman Reckwerdt; seconded by Councilman Boemer.
2
•
•
FINAL VOTE AT ADOPTION
Mayor Cathi Hill YES
Vice Mayor Don Achenberg YES
Councilmember Dave Boemer YES
Councilwoman Jill Zima Borski YES
Councilmember Michael Reckwerdt YES
CATHI HILL,MAYOR
ATTEST: ��
VILLAGE CLERK 1114A � O
APPROVED AS TO FORM AND LEGALITY FOR THE
USE AND BENEFIT OF ISLAMORADA, VILLAGE OF ISLANDS:
VILLAGE ATTORNEY
Weiss, Serota, Helfman, Pastoriza,
Cole&Boniske, P.L.
3
TIDRD AMENDMENT TO
SUPPLEMENTAL AGREEMENT FOR ROAD AND BRIDGE FUNDS
BETWEEN ISLAMORADA VILLAGE OF ISLANDS AND MONROE
COUNTY
This Third Amendment to the Supplemental Agreement for Road and Bridge Funds between
Islamorada Village of Islands and Monroe County (the "Third Amendment") is made and entered
into this 28th day of January, 2009, by and between Islamorada Village of Islands (the "Village"),
Florida, a municipal corporation of the State of Florida, and Monroe County (the "County"), Florida,
a political subdivision of the State of Florida.
WITNESSETH
WHEREAS, on July 18, 2001 the parties entered into a Supplemental Interlocal Agreement
for Road and Bridge Funds to resolve fund balance issues, attached as Exhibit "A," whereby the
County would make payments to the Village for roadway improvements to formerly known State
Road 4A or County Road 904 situated within the municipal limits of the Village (the "Agreement");
and
and
WHEREAS, the Supplemental Agreement provided for a termination date of July 1, 2006;
2008;
and
WHEREAS, on June 21, 2006, the parties agreed to extend the termination date to July 1,
WHEREAS, on May 21, 2008, the parties agreed to extend the termination date to October
31, 2008; and
WHEREAS, the Village delayed the road work to allow the work to be performed after
Aqueduct water lines were replaced; and
WHEREAS, the County recognizes the economy of performing the road work once instead
of twice; and
WHEREAS, the County desires to retroactively extend the Supplemental Agreement in order
to provide the Village the additional time to complete all acts as contemplated under the Agreement.
NOW THEREFORE, in consideration of the mutual covenants set forth in this Third
Amendment, the parties hereby amend the Supplemental Agreement dated July 18, 2001, as
previously amended, as follows:
Section 1. Amendment to Agreement The parties amend Section 17 of the Agreement to
read as follows:
3d Amend Sup' I Ag 1
Road Funds to Isla.
17. This Supplemental Agreement will expire on May 31, 2009, or upon completion of all
acts contemplated by this Supplemental Agreement, whichever shall occur first, unless
extended by other provisions contained herein (the "Termination Date"), or extended no more
than 90 days by agreement executed by the County Administrator in the event of contracting
delays.
Section 2. No Further Modifications. All other terms and conditions of the Supplemental
Agreement, as previously amended, not in conflict or superseded by this Third Amendment shall remain
in full force and effect.
IN WITNESS WHEREOF, the parties hereto have accepted, made and executed this
Third Amendment upon the terms and conditions above stated on the day and year first above
written.
ISIAMORADA, VILlAGE OF ISLANDS:
By:
~
CATHI HILL, MAYOR
ATTEST: BEVERLY RADDATZ,
VILLAGE CLERK
By:
Approved as to form and legal sufficiency:
By:
~-~ '-.
''--1./\. ~
VILLAGE ATTORNEY
BOARD OF COUNTY COMMISSIONERS OF
MON~E COUNTY, FLORIDA:
By:,s...".. ~4 'rJ<#.Ac.,e.d---
GEORGE NEUGENT, MAYOR
.AttEsT: DANNY L. KOLHAGE,
....\..,i.. ~/.
~y~ G _ . 'L<A'~
Deputy Clerk
Approve (l
J~fO) J' :x 0 i "'q
By: ~C"))> ;=
::tIr-z i /"It
Orrlz C
M::O-< I ....,
,,::>:r "'" 0
0<"'>;:1; :::0
C:-o S ::0
z?"r-
-10% I'T\
:<:-1:1> . (')
0
"Tl C) ~ ::0
r- rrI .. ell
3d Amend Sup'l Ag
Road Funds to Isla.
2
\
SUPPLEMENTAL AGREEMENT
FOR ROAD AND BRIDGE FUNDS
between
ISLAMORADA VILLAGe 01' ISLANDS, FLORIDA
and
MONRoe COUNTY
This IS a Supplemental Interlocal Agreement (this "Agreement") between ISLAMORADA,
VILLAGE OF ISLANDS, flORIDA, a Florida munldpal corporation (the "VILLAGE"), and MONR06r
. COONlY, a political subdivision of the State of Rorida (the ~COUNlY"), entered Into this .ll:.:.
day of JUly, 2001.
WHEREAS, subsequent to the VILLAGE's incorporation, certain runds In the COUNTY's
possession derived from taxes and assessments and other revenues Originating from taxpayers
and properties located within the VILLAGE remaIned In the COUNlY's budget and treasury; and
WHEReAS, pursuant to Chapter 97-348, Laws of Florida, the VILLAGE was Incorporated on
December 31, 1997 and all municipal type services, Indudlng planning functIons, duties and
authority became, after December 31, 1997, vested In the jurisdiction of the VILLAGE and the
VILLAGE Council; and
WHEREAS, prior to the VILLAGE's Incorporation, certain funds were budgeted bV the
COUNlY ror serviceS and projects within the VILLAGE, including, bUt not limited to, roadway
improvements, planning assistance, parks and beach facilities, and other VILLAGE purposes; and
-
WHEREAS, such runds were budgeted but not expended by the COUNTY for such VIllAGE
purposes; and
WHEREAS, an Interlocal Agreement (the ~lnterlocal Agreement") was entered Into on June
14, ZOOl between the VILLAGE and the COUNlY; and
WHEJU:AS, in the Interlacal Agreement the County agreed to allocate certain fUnds to the
VILLAGE for improvements to that portion of the fo<mClrly known State Road 4A or County Road
904 situated within the munldpalllmits of the VILLAGE (the ~Road); and
WHEREAS, the COUNTY determined that the COUNTY purposes to be served by funding
said projed: include Improvements to the bicycle path and dIversion of traffic from US-I.
NOW THEREFORE!, in consideration of the promises, covenants, and obligations contained
herein, the undersigned parties agree as follows:
1. AdootJon Of Recitals. The above-refllrenced reCitals are true and correct and
Incorporated hereIn.
2. Road Imorovements. Pursuant to the Interloeal Agreement:
2.1 The COUNTY has allocated $969,000 for Improving that portion of the
formerly known state Road 4A or county Road 904 situated within the municipal limits of the
VILLAGE (the "Road").
2.2 The moneys spedfled In Section 2.1 shall be transferred to the VILLAGE by
the COUNTY in Increments proportionate to the IllCtent of completion of improvements to the Road
pursuant to a Roadway Improvement Plan (the .Plan") prepared by the VILLAGE and approved by
the COUNTY.
2.3 The Plan shall include the design, planning, procurement of services.
Implementation and construction of Improvements to the Road, and shall fist all administrative
expenses attribUtable to implementation of the Plan.
2.4 The Village Manager shall prepare and forward to the County Administrator
within 60 days of execution of this Agreement. a copy of the Plan. The County Administrator will
present the Plan to the ElOCC for Its approval, which will be deemed granted ullless rejected by
the ElOCC wltl'lln 30 days following the VILlAGE's submission of the Plan to the COUNTY.
3. Pavments.
3.1 TIle VILLAGE shall submlt InvoIces and requests for payment to the County
upon completion of each phase of the Plan. The Invoices shall Include suffldent backup
documentation to support the request and to meet the COUNlY's standard payment authorization
requirements.
3.1.1 The requests for payment from the VILlAGE to the COUNTY may, at
the election of the Village Manager, be In the form of either (I) a request for the COUNlY to
2
-'-.--....-.---....-..........--.
reimburse the VILLAGE for payments made by the VILLAGE pursuant to the Plan or (II) a request
for the COUNTY to directlY pay the VILLAG!'s contractors andlor consultants for services
performed.
3.2 The COUNTY shall timely folWard the VILLAGE's documentation to the Oerk
of the Court for Monroe County, Florida (the 'Clerk") to pay all amounts due the VIllAGE under
this Agreement.
3.3 In the event the County Clerk requires additional documentation, the
CaUNTI will so advise the VILLAGE in wrltfng within fifteen days after notltication by the Clerk.
, 3.4 The COUNTY shaD make payments to the VIllAGE within 45 days from the
date of the Clerk's approval of each invoice.
4. Entire AGreement. ThIs Agreement supersedes all prior negotiations,
correspondence, conversations, agreements or understandings applicable to the matters
contained herein. Nothing contained herein shall supersede or mOdify anything contained within
the Interlocel Agreement exc:ept as to the Road and Bridge Funds. Accordingly, no deviation from
the terms hereof shall be predicated upon any prior representations or agreements, whether oral
or written.
5. Asslanment. Neither this Agreement nor any term or provision hereof or right
hereunder shall be assignable by any party and any attempt to make such assignment shalf be
void.
6. Notices.
6.1 Whenever any party desires to give notice unto the other, It must be given
by written notice, sent by registered United States mall, with return receIpt requested, or
by a nationally recognized overnight express mall service (e.g., Federal Express),
addressed to the party for which it Is Intended, at the place last spedfled, and the place far
givIng of nat/ce shall l'llmaln such until it shall have been Changed by written notice in
compliance with the prOViSions of this paragraph.
The parties designate the following as the respective places for giving ~otice:
3
With a (Opy to: .
Is/amorada, Village of Islands
Charles W. Baldwin, Village Manager
P.O. Box 56B
Islamorada, florida 33036
Phone: (305)664-2345
Facsimile: (305) 664-2399
Weiss Serota Helfman
Pastoriza & Guedes, P.A-
Village Attomeys
Attentlon; Nina L. Bonlske, Esq.
2665 South Bayshora Drive, Sulta 420
Miami, Aorida 33133
Phone; (305) 854-0800
FatSlmlle; (305) 854-2323
James L. Roberts
County Administrator
5100 college Road
Key West, florida 33040
Phone: (305)292-4441
FatSimile: (305) 292-4544
For the Village:
For the COUNTY:
lames Hendritk, Esq.
County Attorney
P.O. Box 1026
Key West, Florida 33041-1026
Phone: (305)292-347Q
Fatslmile; (30S)292-~516
6.2 Unless otherwise required by law, any notice sant hereunder shall (subjett
A copy to:
to proof of retelpt or refusal of same) be deemed to have been delivered on tha same day
It hand-dalivered, on the next business day if sent by ovarnlght courlar, or on the day Of
retelpt or refusal, If sent by cartlfled or registered mall.
7. Amendments. this Agreement may be modified only by an agreemant in writing
authorized by the VILLAGE CounCIl and the 80ard of County Commissioners of Monroe County.
8. l!ldemniflcation. To tha extent allOWed by law, each party hereto shall Indemnify
and save harmless the other from any and all Claims, liability, losses, and causes of aalon which
may ariSe out of the other's aalons In fulfillment of this Agreement.
9. Govemloo Law. This Agreement shall be (onstrued In accordance with the laws
of the State of FlorIda, and any proceedings arising in any matter pertaining to this Agreement
shan, to the extent permitted by law, be held In the Uppar Keys Division, Monroe County, Florida.
4
.~----------- ~-- .."~_.~.
: 'J. Severabllitv. Should any provision, paragraph, sentence, word, or phrase
. ;,"-:.. . ,:l '0 thiS Agreement be determined by a court of competent jUri$dlction to be Invalid,
, ",. " l'therwise unenforceable under the laws of the State of Florida, such provision,
" ': ,r l' ~; .1.,. .entence, word, or phrase shall be deemed modified to the extent necessary in order
'-. '."','r= with such laws, then shall be deemed severable, and in this Agreement, shall remain
.".,tl'i~; and In full torce and effect.
il. OefaultlRemedlll!l. In the event of a failure to perform or a breach of any
nO"f,;t,,>l'\ of this Agreement by either the COUNTY or the VILLAGE, which failure or breach Is not
"~CI.'" ",ithin thhty (30) days of recelpt of written notice thereof, such action shall constitute a
~..':."" "I this Agreement.
11.1 If and when any default of this Agreement occurs, the non-defaulting party
".av avail itself of any legal or equitable remedies that may apply, including, but not
.,.:;!t,:<I to, actual damages, InjUl'lctlve relief and specific performance of this Agreement.
11.2 Such remedies may be exercised in the sole Cllscretlon of the non-defaulting
I';.uty.
11.3 Nothing contained In this Agreement shall limit either party from pursuing
I .' ;',g81 or equitable remedies that may apply In the event of default.
/ . El<eortion Date. The date of execution of this Agreement shall mean the last day
. ; ,'" ......~" ,t becomes fully executed by the last party to sign.
',':s Joint Pn!Daratlon. The preparation of this Agreement has ben a joint effort of the
""~I"", .]rod the resulting document shall not, solelv as a matter of judidal construction, be
',>;['1)-,0 ,nQre strictly agaInst, or more favorably to, one of the parties than the other.
: 4. Further AI'lsurant:es. The COUNTY and the VILLAGE each agree to execute and
';-'''J'' :0 tha other such further documents or Instruments as may be reasonable and necessary
" ' "" ",,' ,,:'lee of the performance of the terms, covenants and conditions of thIS Agreement.
1;0" Counteroarts. This Agreement may be executed In one or more counterparts, each
., .. r . :" shall be Cleemed to be an original but all of which shall constitute one and the same
".t..'~..r"''':;lt.
s
----~-,_._-,--,...._..,._...,...
,
16. Non-WlIlver. No waiver by the COUNTY or the VILLAGE of any provision hereof
shall be deemed to have been made unless expressed In writing and signed by such party. No
delay or omission in the exercise of any right or remedy accruing to the COUNTY or the VILLAGE
upon any breach under this Agreement shall Impair such right or remedy or be construed as a
waiver of any such breach theretofore or thereafter occurring. The waiver by the COUNlY or the
VILLAGE of any breach of any term, covenant or condition herein stilted shall not be deemed to
be a waiver of any other breach, or of a subsequent breach of the same or any other term, .
covenant or condition herein contained.
.' 17. TermlnattonlTerm. This Agreement will expire on July 1, 2006, or upon completion
of all acts contemplated by this Agreement, whichever shall occur first, unless extended by other
prOVisions contained hereIn (th.. '"'Termination Date").
17.1 The partlflS recognf~ that both the VILlAGE and the COUNlY are making
significant time and monetary Investments In the performance of this Agreement.
Accordingly, both parties agree that ~hls Agreement shall not be ~inllted by either party
unless one party Is In detault and tails to cure said default pursuant to Section 11 of this
Agreement. In the event of such terminatIon, the non-defaulting party shall prOVide the
defaulttng party thirty (30) days written notice of terminatIOn. The non-detaultlng party
shall be entitled to any and all remedies afforded by law, Including, but not limited to,
speCific performance, Injuncttve relief, and monetary damages.
17.2 Except as otherwise provided by this Agreement, prior to the Termination
Date, all acts contemplated herein shall be completed, and the COUNlY will pay to the
VILLAGE all payments due the VILLAGE under this Agreement.
18. Survival. The terms and obligations of the parties under this Agreement shall
survive the TerminatIon of thIs Agreement.
19. FIRno Reauired. This Agreement shall be flied with the Clerk of the Circuit Court as
required by Section 163.01(11), Florida StatutQS, as currently enacted and as may be amended
from time to time.
6
\
20. AttorneYS' FllAS. In the event of any controversy, claim or dispute between the
parties arisill9 from or relating to this Agreement including, but not limited to, the ent'orcement of
any Indemnity prov/slon, the prevailing party Shall be entitled to recover reasonable costs,
expenses and attorneys' fees Indudlng, but not lImited to, court costs and other expenses
through all appellate levels.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the
respective detes under such Signature.
By:
Dated: ~P/
By:
Dated:
p~
Dated:
?~
~ IV. z..01
Approved as to form
:~
~ay
~RD OF COUNTY COMMISSIONERS
MONROe COU~FlOft.._.d
By: [f- ^'" '-C::- ~-
George Neugent, M!:VOJ:; _ C"J
2" ,;...: :J:a
"'~=< ?i '.,
("'). _ N -..
Q C")1 I\) f.:J
~;:G:><: ~
-4nf= !I ~
:<:'"'t:r: ,..,.,
." >- W <"'>
Dated: ,...." C>
~r""::o
co C>
Dated
JdIA\IOIneOI
'"'031 suPP'_' AlIreomont
7