08/02/2011 Agreement DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE: August 9, 2011
TO: Suzanne A. Hutton
County Attorney
ATTN: Kathy M. Peters
Executive Assistant
FROM: Pamela G. Hanc V C.
At the August 2, 2011, Board of County Commissioner's meeting, the Board granted
approval and authorized execution of Item C 1 Interlocal Agreement with the City of Key West to
fund 50% of the cost to mill and pave Eaton Street from White Street to Simonton Street. The
cost to the County will not exceed $176,903.23.
Enclosed is a duplicate original of the above - mentioned for your handling. Should you
have any questions, please feel free to contact this office.
cc: Finance
File
INTERLOCAL AGREEMENT
THIS INTERLOCAL AGREEMENT is entered into as of this 2 day of August
2011 ' between Monroe County, a political subdivision of the State of Florida
(hereinafter, the COUNTY) and the City of Key West, a municipal corporation organized and
existing under the laws of the State of Florida (hereinafter, the CITY).
WITNESSETH:
WHEREAS, Eaton Street is a County road within the municipal limits of the City of Key
West; and
WHEREAS, Monroe County is responsible for the maintenance of the roadway from
curb to curb; and
WHEREAS, City of Key West and other utility trenches have subsided as a result of
Hurricane Wilma flooding; and
WHEREAS, both the County and the City of Key West recognize that Eaton Street will
be heavily traveled during the anticipated Florida Department of Transportation construction
project on North Roosevelt Boulevard;
NOW THEREFORE, in consideration of the mutual promises and conditions contained
herein, the parties agree as follows:
1. The City of Key West will enter into a contract with a construction contractor to mill,
resurface and stripe the full width of Eaton Street from the west side of White Street to the east
side of Simonton Street. The work will include paving 2 foot turnouts at each cross street. The
City's Contractor will mill 2 inches and construct a leveling course and surface course for a total
2 inches of asphalt.
2. The Work will be performed in accordance with Monroe County road paving standards.
3. Monroe County will reimburse the City of Key West for 50% of the cost to mill, pave and
stripe the road up to a not to exceed maximum amount of $176,903.23.
4. The City will submit a copy of the construction contract including a schedule of values upon
execution of the contract. Requests for reimbursements will include copies of all contractor pay
applications, evidence of payment by the City, and releases of liens from the contractor(s).
5. The contract for construction will be between the City of Key West and its Contractor;
Monroe County may monitor the work but is not a party to the contract.
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6. This agreement in no way relieves or alters the City's liability or responsibility regarding its
utility trenches and future subsidence related thereto nor does this alter the County's liability or
responsibility regarding maintenance of the road.
7. This Agreement shall become effective immediately upon execution.
8. 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.
9. 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. The defaulting party shall cure any such
default, within 30 days following the date of the Default Notice.
10. 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.
11. 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.
12. 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.
13. 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.
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14. Notices.
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:
If to County Roman Gastesi, Jr.
County Administrator
Monroe County
Historic Gato Building
1100 Simonton Street
Key West, Florida 33040
With a copy to: Suzanne Hutton, Esq.
Monroe County Attorney's Office
P.O. Box 1026
Key West, Florida 33041 -1026
If to Ci James Scholl
City Manager
P.O. Box 1409
Key West, Florida 33041
With a copy to : Shawn Smith, Esq.
City Attorney
P.O. Box 1409
Key West, Florida 33041
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.
15. Attorneys Fees and Waiver of Jury Trial.
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.
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.
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16. 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 Agreement
shall be in Monroe County, Florida, Lower Keys Division of the Circuit Court or the
Southern District of Florida. This Agreement is not subject to arbitration.
17. Entire Agreement/Modification /Amendment.
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.
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.
18. Nonassignability.
This Agreement shall not be assignable by either party unless such assignment is
first approved by both parties.
19. 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.
20. 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 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.
21. 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 Agreement shall not be construed as a waiver of the violation or breach, or
of any future violation, breach or wrongful conduct.
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22. Funding.
The parties agree that the COUNTY's responsibility under this Agreement is to
provide funding only.
23. Survival of Provisions.
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.
24. Counterparts.
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.]
Eaton Street Paving ILA Page 5 of 6
IN WITNESS WHEREOF, the parties hereto have set their hands and seal the day and
year first written above.
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(City Seal)
BOARD OF COUNTY COMMISSIONERS
MONROE COUNTY, FLORIDA
BY:
Mayor /Ch rper
vit:: NROE COUNTY ATT'`
; RK
APPROVED
AS TO F'
CHRISTINE M. LIMBERT -E ROWS
ASST TNT COUNTY AT' . ; ; t: ZY
Date 1
BY:
ATTORNEY'S OFFICE
THE CITY OF KEY WEST, FLORIDA
11.4 Z';�
Craig "Cates, M yor
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APPROVED AS TO FORM AND LEGJkLALITY FOR THE USE
AND RELIANCE OF THE CI Y Y WEST, FLORIDA ONLY:
BY:
City Attorney
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