05/16/2012 AgreementDANNY L. KOLHA GE
CLERK OF THE CIRCUIT COURT
DATE: June 4, 2012
TO: Judith R Clarke, P.E.
Director kD. FRO M: Pamela G. HancoC.
At the May 16, 2012, Board of County Commissioner's meeting, the Board granted
approval and authorized execution of Item C22 an Interlocal Agreement (ILA) with the City of
Marathon to provide 7.5% of the contract amount or $18,750, whichever is less, to fund the
Pigeon Key Ferry for the annual term commencing on July 1, 2012.
Enclosed is a duplicate original of the above - mentioned for your handling. Should you
have any questions, please do not hesitate to contact our office.
Cc: County Attorney
Finance
File/
INTERLOCAL AGREEMENT
THIS INTERLOCAL AGREEMENT is entered into as of this day of Mat ,
D between Monroe County, a political subdivision of the State olvFlorida
(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 Florida Department of Transportation (FDOT) has jurisdiction over
and maintains the Old Seven -Mile Bridge from the City of Marathon to Pigeon Key in the
COUNTY; and
WHEREAS, FDOT has deemed the bridge structurally unsafe for vehicular traffic and
has closed it, and access to Pigeon Key is restricted to water -based methods of transportation;
and
WHEREAS, Pigeon Key is presently occupied by the Pigeon Key Foundation, a non-
profit organization devoted to marine education and historic interpretation of the Florida Keys'
heritage; and
WHEREAS, in order to maintain traffic between the City of Marathon and Pigeon Key
to permit Pigeon Key Foundation to continue its educational and historic functions, FDOT has
agreed to provide partial funding for one more year of temporary ferry service with local agency
participation; and
WHEREAS, residents of and visitors to the City of Marathon visit Pigeon Key, and the
City benefits from having this attraction in close proximity;
NOW THEREFORE, in consideration of the mutual promises and conditions contained herein,
the parties agree as follows:
1. Monroe County shall execute a contract with the ferry service provider to provide
temporary ferry service to Pigeon Key from the City of Marathon for the period from July 1,
2012 until June 30, 2013.
2. The City of Marathon will reimburse the County for 7.5% of the cost of the base ferry
service (no special events or overhead costs or charges) or $18,750, whichever is less.
3. The County will submit a copy of the ferry contract to the City upon execution of the
contract. Requests for reimbursement will be submitted on a monthly basis and will include
copies of all contractor invoices and evidence of payment by the County.
4. The contract for temporary ferry service will be between the County and its Contractor;
the City is not a party to the contract.
Page 1 of 5
This Agreement shall become effective immediately upon execution.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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, 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 County or any third party vendor
contracted by the County in connection with this Agreement.
12. 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
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With a copes Robert Shillinger, Esq.
Monroe County Attorney's Office
P.O. Box 1026
Key West, Florida 33041 -1026
If to Ci : City of Marathon
9805 Overseas Highway
Marathon, Florida 33050
Attention: City Manager
With a copes Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
Museum Tower, Suite 2200
150 West Flagler Street
Miami, Florida 33130
Attention: John Herin, Esq.
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.
13. 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.
14. 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, Middle Keys Division of the Circuit Court or the Southern
District of Florida. This Agreement is not subject to arbitration.
15. 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.
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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.
16. Nonassignability.
This Agreement shall not be assignable by either party unless such assignment is first
approved by both parties.
17. 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.
18. Independent Contractor.
The County and its employees, volunteers, agents, vendors and subcontractors shall be
and remain independent contractor and not agents or employees of the City 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.
19. 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.
20. Funding.
The parties agree that the City's responsibility under this Agreement is to provide
funding only, which shall not exceed 7.5% of the cost of the base ferry service (no special
events or overhead costs or charges) or $18,750, whichever is less
21. Survival of Provisions.
Any terms or conditions of either this Agreement that require acts beyond the date of the
term of the Agreement, shall survive termination of the Agreement, shall remain in full
force and effect unless and until the terms or conditions are completed and shall be fully
enforceable by either party.
22. Counterparts.
This Agreement may be executed in several counterparts, each of which shall be deemed
an original and such counterparts shall constitute one and the same instrument.
Page 4 of 5
IN WITNESS WHEREOF, the parties hereto have set their hands and seal the day and
year first written above.
BOARD OF COUNTY COMMISSIONERS
MONROE COUNTY, FLORIDA
Y BY:
- A-
(SEAL)
ATTEST: DANNY L. KOLHAGE, CLERK
B f
1
Deputy Clerk
Mayor /Chairpe son
F�.s
C - s tl —
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BY:
ATTORNEY'S OFFICE
THE CITY OF MARATHON, FLORIDA
ATTEST:
Diane Clavier, City Clerk
(City Seal)
APPROVED AS TO FORM
AND RELIANCE OF TH$ i
IC
City
N --I
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LEGALALITY FOR THE USE
OF MA THON, FLORIDA ONLY:
N O
p �3
Q1 O
ti
R er He stadt, City Manager
Page 5 of 5
Sponsored by: Hernstadt
CITY OF MARATHON, FLORIDA
RESOLUTION 2012 -43
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
MARATHON, FLORIDA, APPROVING AN INTER -LOCAL AGREEMENT
BETWEEN THE CITY OF MARATHON AND MONROE COUNTY FOR
FUNDING OF FERRY SERVICE TO PIGEON KEY; AUTHORIZING THE
CITY MANAGER TO EXECUTE THE INTER -LOCAL AGREEMENT AND
EXPEND BUDGETED FUNDS ON BEHALF OF THE CITY; AND
PROVIDING FOR AN EFFECTIVE DATE
WHEREAS, the Florida Department of Transportation (FDOT) has jurisdiction over and
maintains the Old Seven -Mile Bridge from the City of Marathon to Pigeon Key in Monroe County;
and
WHEREAS, FDOT has deemed the bridge structurally unsafe for vehicular traffic and has
closed it, and access to Pigeon Key is restricted to water -based methods of transportation; and
WHEREAS, Pigeon Key is presently occupied by the Pigeon Key Foundation, a non - profit
organization devoted to marine education and historic interpretation of the Florida Keys' heritage;
and
WHEREAS, in order to maintain traffic between the City of Marathon and Pigeon Key to
permit Pigeon Key Foundation to continue its educational and historic functions, FDOT has agreed
to provide partial funding for one more year of temporary ferry service with local agency
participation; and
WHEREAS, residents of and visitors to the City of Marathon visit Pigeon Key, and the City
benefits from having this attraction in close proximity to the City; and
WHEREAS, the City of Marathon will reimburse the County for 7.5% for one year of the
cost of the contractor invoiced base (routine) ferry service or $18,750, whichever is less.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF MARATHON, FLORIDA, THAT:
Section 1. The above recitals are true and correct and incorporated herein.
Section 2. The Inter -local Agreement ( "ILA ") between the City, and Monroe County, a
copy of which is attached hereto as Exhibit "A ", together with such non - material changes as may be
acceptable to the City Manager and approved as to form and legality by the City Attorney, is hereby
approved. The City Manager is authorized to sign the ILA and expend budgeted funds on behalf of
the City.
Section 3. This resolution shall take effect immediately upon its adoption.
PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF
MARATHON, FLORIDA, THIS 24" DAY OF APRIL, 2012.
THE CITY OF MARATV9N, FLORIDA
E
Mayor Pete W
AYES: Keating, Ramsay, Snead, Worthington
NOES: None
ABSENT: Cinque
ABSTAIN: None
ATTEST:
' I boj�
Diane Clavier, City Clerk
(City Seal)
APPROVED AS TO FORM AND LEGAL SUFFICIENCY FOR THE USE
AND RELIANCE Qt THE CITY Of MARATHON, FLORIDA ONLY:
•
City
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