Item D49
COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Division:
Bulk
Yes
No
Department:
Staff Contact
Engineering
Judy Steele
AGENDA ITEM WORDING:
Approval of to Supplemental Agreement for Road between
Islamorada Village ofIslands and Monroe County, FL to extend the termination date to July 1, 2008.
BACKGROUND:
July 18, 2001 a
with the Village County would make payments to the for roadway
improvements to formerly known State Road 4A or County Road 904 situated within the municipal
the Village. provided a termination July 1, 2006. Village and
County agree that additional time is needed to provide parties adequate to complete all acts
agreed to the Agreement. Both parties are requesting an extension the termination date
ILA to July 1, 2008.
PREVIOUS RELEVANT BOCC ACTION:
On 5/17/01 BOCC approved an lnter/oeal with Islamorada Village of Islands to
fund balances
On 7/18/01 BOCC approved a Supplemental Agreement for Road
Islamorada Village of Islands to terminate July 1, 2006
On 12/19/01 BOCC approved an to the clarifying the date of the
agreement as May 17,2001.
CHANGES:
RECOMMENDA TIONS:
Approval. of First to
Agreement for Road
COST:
No
COST TO COUNTY: N/A
SOURCE OF FUNDS:
DA VID
Revised 2/27/01
FIRST AMENDMENT TO
SUPPLEMENTAL AGREEMENT FOR ROAD AND BRIDGE FUNDS
ISLAMORADA VILLAGE ISLANDS AND COUNTY
This First Amendment to the Supplemental Agreement for Road and Bridge Funds
between Islamorada Village of Islands and Monroe County (the
Amendment") is made and
entered into this
day of
2006 by and
Islamorada Village Islands, Florida,
a municipal corporation of
State of Florida (the "Village") and Monroe
Florida, a
political subdivision of the State of Florida (the "County").
WITNESSETH
WHEREAS, on July 18, 2001 County entered into a Supplemental Interlocal
Agreement for Road and Bridge Funds the Village to resolve fund balance issues, attached as
Exhibit "A," whereby
County would make payments to
Village for roadway improvements
to formerly known State Road 4A or County Road 904 situated
the
the
Village (the "Agreement"); and
WHEREAS, the Supplemental Agreement provided for a termination date of July 1,2006;
and
WHEREAS, the Board
County Commissioners desires to extend
Supplemental
in order to provide the parties additional time to
all acts as contemplated
under the Agreement.
NOW THEREFORE, in consideration of the mutual covenants set forth this
Amendment, the parties hereby
Supplemental Agreement dated
18, 2001, as
follows:
The parties
Section 17
the
dated July 18, 2001, to read as
17.
on
1,
acts
occur
All other terms and conditions of the
Supplemental
not conflict or superseded by
remam m
full force and effect as if set forth full herein.
WHEREOF, the parties hereto have accepted, made
executed this
First
upon the terms and conditions above stated on
day and year
above
ISLAMORADA
ISLANDS:
Chris Sante, Mayor
Date:
Approved as to form and legal sufficiency:
Date:
Village Attorney
Attest:
Date:
Village Clerk
BOARD COUNTY COMMISSIONERS
OF MONROE COUNTY,
ATTEST: DANNY L.
CLERK
Mayor/Chairman
Deputy Clerk
as to
M
-.,----.'.
\
SUPPLEMENTAL AGREEMENT
FOR ROAD AND BRIDGE FUNDS
between
ISLAMORADA VILLAGE OF ISLANDS, FLORIDA
and
MONROE COUNTY
This is a Supplemental Interlocal Agreement (this "Agreement") between ISLAMORADA,
VILLAGE OF ISLANDS, FLORIDA, a Florida municipal corporation (the "VILLAGE"), and MONROii
COUNlY, a political subdivision of the State of Florida (the 'COUNTY"), entered into this ~
day of July, 2001.
WHEREAS, subseQuent to the VILLAGE's incorporation, certain funds 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 COUNTY'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, including 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 by the
COUN1Y for 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 funds were budgeted but not expended by the COUNTY for such VILLAGE
purposeS: and
WHEREAS, an Interlocal Agreement (the "Interlocal Agreement") was entered into on June
14, 2001 between the VILLAGE and the COUNTY; and
WHEREAS, in the Interlocal Agreement the County agreed to allocate certain funds to the
VILLAGE for improvements to that portion of the formerly known State Road 4A or County Road
904 situated within the municipal limits of the VILLAGE (the "Road); and
WHEREAS, the COUNTY determined ttlat the COUNTY purposes to be served by funding
said project include improvements to the bicycle path and diversion of traffic from US-l.
NOW THEREFORE} in consideration of the promises, covenants, and obligations contained
herein, the undersigned parties agree as follows:
1. Adootion Of Recitals. The above-referenced recitals are true and correct and
incorporated herein.
2. Road Improvements. Pursuant to the Interlocal Agreement:
2.1 The COUN1Y 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 "Roadn).
2.2 The moneys specified in Section 2.1 shall be transferred to the VILLAGE by
the COUNTY in increments proportIonate to the f'O.xtent of completion of improvements to the Road
pursuant to a Roadway Improvement Plan {the "Plan'1 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 list 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 BOCC for Its approval, which will be deemed granted unless rejected by
the BOCC within 30 days following the VILLAGE's submission of the Plan to the COUNTY.
3. Payments.
3_1 The VILLAGE shall submit invoices and requests for payment to the County
upon completion of each phase of the Plan. The invoices shall include sufficient backup
documentation to support the request and to meet the COUNTY'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 COUNTY to
2
reimburse the VILLAGE for payments made by the VILLAGE pursuant to the Plan or (ii) a request
for the COUNlY to directly pay the VILLAGE's contractors and/or consultants for services
performed.
3.2 The COUNlY shall timely forward the VILLAGE's documentation to the Clerk
of the Court for Monroe County, Florida (the "Clerk'l to pay all amounts due the VIUJ.\GE under
this Agreement.
3.3 In the event the County Clerk requires additional documentation, the
COUNlY will so advise the VILLAGE in writing within fifteen days after notification by the Clerk.
3.4 The COUN1Y shall make payments to the VILLAGE within 4S days from the
date of the Clerk's approval of each invoice.
4. Entire Aareement. 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 Interlocal Agreement except 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. Assiqnment. 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 shall 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 mail, with return receipt requested, or
by a nationally recognized overnight express mail service (e.g., Federal Express),
addressed to the party for which it is intended, at the place last specified. and the place for
giving of notice shall remain 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 notice:
3
For the Village:
Islamorada, Village of Islands
Charles W. Baldwin, Village Manager
P.O. Box 568
Islamorada, Florida 33036
Phone: (305) 664-2345
Facsimile: (305) 664-2399
With a copy to:
Weiss Serota Helfman
Pastoriza & Guedes, P.A.
Village Attorneys
Attention: Nina L. Boniske, Esq.
2665 South Bayshore Drive, Suite 420
Miami, Florida 33133
Phone: (305) 854-0800
Facsimile: (305) 854-2323
For the COUNlY:
James L. Roberts
County Administrator
5100 College Road
Key West, florida 33040
Phone: (305) 292-4441
Facsimile: (305) 292-4544
A COpy to:
JameS Hendrick, Esq.
County Attorney
P,O. Box 1026
Key West, Florida 33041-1026
Phone: (305)292-3470
Facsimile: (305)292-3516
6.2 Unless otl1erwise required by law, any notice sent hereunder shall (subject
to proof of receipt or refusal of same) be deemed to have been delivered on the same day
If hand-delivered, on the next business day if sent by overnight courier, or on the day of
receipt or refusal, if sent by certified or registered mail.
7. ~mendments. This Agreement may be modified onlY by an agreement in writing
authorized by the VILLAGE Councn and the Board of County Commissioners of MonrOe County.
8. I0gemnification. To the extent allowed by law, each party hereto shall Indemnify
and save harmless the other from any and all claims, liability, losses, and causes of action which
may arise out of the other's actions in fulfillment of this Agreement.
9.
~vemin(] law.
This Agreement shall be construed in accordance with the laws
of the State of Florida, and any proceedings arising in any matter pertaining to this Agreement
shall, to the extent permitted by law, be held in the Upper Keys Division, Monroe County, Florida.
4
,) Severabilit'l. Should any provision, paragraph, sentence, word, or phrase
;~. ., I; this Agreement be determined by a court of competent jurisdiction to be invalid,
['therwise unenforceable under the laws of the State of Florida, such provision,
'1" " ,;i" :.entence, word, or phrase shall be deemed modified to the extent necessary in order
, . ;",... T' with such laws, then shall be deemed severable, and in this Agreement, shall remain
.11;:ed nnd in full force and effect.
: 1
Default/Remedies.
In the event of a failure to perform or a breach of any
.:)~)"(>;!,.,, of this Agreement by either the COUNTY or the VILLAGE, which failure or breach is not
CHi:.; within thirty (30) days of receipt of written notice thereof, such action shall constitute a
!' ~t this Agreement.
11.1 If and when any default of this Agreement occurs, the non-defaulting party
,vrv avail itself of any legal or equitable remedies that may apply, including, but not
," i\: ,:d to, actual damages, injunctive relief and specific performance of this Agreement.
11.2 Such remedies may be exercised in the sole discretion of the non-defaulting
,1;HY'Y.
11.3 Nothing contained in this Agreement shall limit either party from pursuing
, " ';qal or equitable remedies that may apply in the event of default.
f=xecution Date. The date of execution of this Agreement shall mean the last day
." "~, 'L becomes fully executed by the last party to sign.
L': Joint Preoaration- The preparation of this Agreement nas been a joint effort of the
)nd the resutting document shall not, solely as a matter of judicial construction, be
Hare strictly against, or more favorably to, one of the parties than the other.
-4 Further Assurances. The COUNTY and the VILLAGE each agree to execute and
;'_1:" .:t r:-,e other such further documents or Instruments as may be reasonable and necessary
~. '"';"
., ! t ...' b 'i ce of the performance of the terms, covenants and conditions of this Agreement.
1 ',' Counterparts. This Agreement may be executed in one or more counterparts, each
r, ';1-,311 be deemed to be an original but all of which shall constitute one and the same
f'~.' '-.....~: ~lF,;tt.
5
16. Non-waiver. 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 COUNTY or the
VILLAGE of any breach of any term, covenant or condition herein stated 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. TerminationlTerm. 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 (the ''Termination Date").
17.1 The parties recognize that both the VILLAGE and the COUNTY are making
significant time and monetary investments in the performance of this Agreement.
Accordingly, both parties agree that this Agreement shall not be terminated by either party
unless one party is in default and fails to cure said default pursuant to Section 11 of this
Agreement. In the event of such termination, the non-defaulting party shall provide the
defaulting party thirty (30) days written notice of termination. The non-defaulting party
shall be entitled to any and all remedies afforded by law, including, but not limited to,
speCific performance, injunctive 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. SUlVlv..a1. The terms and obligations of the parties under this Agreement shall
sUlVive the Termination of this Agreement.
19. FilinG ReqUired. This Agreement shall be filed with the Clerk of the Circuit Court as
required by Section 163.01(11), Florida Statutes, as currently enacted and as may be amended
from time to time.
6
\
20. Attorneys' Fees. In the event of any controversy, claim or dispute between the
parties arising from or relating to this Agreement including, but not limited to, the enforcement of
any indemnity provision, the prevailing party shall be entitled to recover reasonable costs,
expenses and attorneys' fees including, 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 dates under such signature.
ISLAMORADA, VILLAGE OF ISLANDS,
a munici orporation of the Sta of
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By:
By: Dated: Pff
Dated: PP/
o uty Clerk:
Dated ~ IV. "'0/
Approved as to form
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COU omey
9r:gNR~F COUNTY COMMISSIONERS
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By: ?t- . -c~
George Neugent, M~yor. . c
Dated:
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JdJAV0I71S01
436031 Supplemental Agreement
7
Monroe County Clerk's Office Original
AMENDMENTTOINTERLOCALAGREEMENT
Vii/age of Islands
THIS IS AN AMENDMENT to an interlocal agreement datecJ May 17, 2001, (original
agreement) entered into by and between Monroe County, (County) a political subdivision of the
State of Florida, whose address is Gato Building, 1100 Simonton Street, Key West, FL 33040 and
Islamorada, Village of Islands, (VII/age) a munidpal corporation, whose address is Islamorada,
Village of Islands, P.O. Box 568, Islamorada, FL 33036. A copy of the original agreement ;s attached
to this amendment and made a part of it.
IN CONSIDERAnON of the mutual promises and covenants set forth below, the parties
agree as follows:
1. Paragraph 15 of the original agreement is amended to read:
15. Execution Date. The execution date of this agreement shall mean the last day
upon which it becomes fully executed by the last party to sign it. Notwithstanding the
execution date or the date first written above, (May 17, 2001), the COUNTY shall pay
the VILLAGE for the projects, equipment or other purposes, authorized by this
Agreement and in the amounts authorized by this Agreement, even though the
VILLAGE incurred an obligation to pay for such projects, equipment or other purposes
prior to the date first written above.
2. In all other respects the terms and conditions of the original agreement remain in full
force and effect_
is amendment will take effect on the signature date of the last party to execute it.
amendment must be filecJ with the Clerk of the Circuit Court and the Village Clerk.
~ S WHEREOF, the parties hereto have set their hands and seals.
BOARD OF COUNTY COMMISSIONERS
OF MONROE COU FLO'Y:DA
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A lTEST:
ISLAMORADA, VILLAGE OF ISLANDS,
FLORIDA
By
--W lage Clerk
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INTERLOCALAGREEMENT
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This is an Interlocal Agreement (this "Agreement") between ISLAMORADA,
between
ISLAMORADA, VILLAGE OF ISLANDS, FLORIDA
and
MONROE COUNTY
VILLAGE OF ISLANDS, FLORIDA, a Florida municipal corporation (the "VILLAGE"),
and MONROE COUNTY, a political subdivision of the State of Florida (the
"COUNTY"), entered into this /-7 zt:.ay of May, 2001.
WHEREAS, subsequent to the VILLAGE's incorporation, certain funds 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 COUNTY'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, including
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
by the COUNTY for 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 funds were budgeted but not expended by the COUNTY for
such VILLAGE purposes; and
WHEREAS, pursuant to Section 125.01(6), Florida Statutes, the VILLAGE
adopted Resolution Nos. 98-1 and 00-10-42 in order to request the COUNTY to
remit a proportionate share of ad valorem and non-ad valorem revenues, special
assessments, service charges, impact fees, and other assessments, taxes, and
revenues; and
WHEREAS, the VILLAGE and the COUNTY have participated in the procedures
prescribed by Chapter 164, Florida Statutes, the "Florida Governmental Conflict
Resolution Act," insofar as necessary to resolve this dispute; and
WHEREAS, Chapters 125 and 166, Florida Statutes, allow counties and
municipalities to contract for services to be rendered by the COUNTY to the
VILLAGE and by the VILLAGE to the COUNTY; and
WHEREAS, pursuant to Section 163.01, Florida Statutes, the "Florida
Interlocal Cooperation Act of 1969," local governments may enter into interlocal
agreements to cooperate with other localities to provide services in accord with
geographic, economic, population, and other factors.
NOW THEREFORE, in consideration of the promises, covenants, and
obligations contained herein, the undersigned parties agree as follows:
1. Adoption Of Recitals. The above-referenced recitals are true and
correct and incorporated herein.
2. Land Authority.
2.1 In its capacity as the governing body of the Monroe County
Comprehensive Plan land Authority (the "land Authority"), the Board of
County Commissioners of Monroe County agrees that it will expeditiously, but
in any event prior to the end of FY2006, commit sufficient funds to purchase
-2-
lands within the Village of Islamorada, exclusive ~es ~dY closed,
having a total purchase price of no less then $2,341,00~d~ailing the ability
to contract for that total sum, the COUNTY will fund the VILLAGE's
condemnation of identified lands for the remaining unexpended balance.
2.2 In its capacity as the governing body of the Monroe County
Comprehensive Plan Land Authority (the "Land Authority"), the Board of
County Commissioners of Monroe County further agrees that in the exercise
of the authority granted under Section 9.3-9, Monroe County Code, to select
parcels of land for acquisition, the Land Authority shall give due consideration
to recommendations of the VILLAGE for acquisitions of land within the
municipal limits of the VILLAGE, and to achieving a rough proportionality
between (a) Land Authority revenues generated within the VILLAGE and (b)
amounts allocated for purchase of land within the municipal limits of the
VILLAGE.
3. Road and Bridge Funds. The COUNTY acknowledges that the Road
and Bridge Fund is a countywide fund.
3.1 The COUNTY shall allocate $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").
COUNTY purposes to be
served include improvements to the bicycle path and diversion of traffic from
US 1.
3.2 The moneys shall be transferred to the VILLAGE by the COUNTY
in increments proportionate to the extent of completion of improvements to
the Road pursuant to a Roadway Improvement Plan (the "Plan"). The
-3-
contemplated improvements to the Road shall be set forth in a separate
agreement ("Supplemental Agreement") to be negotiated and entered into by
and between the VILLAGE and the COUNTY within thirty (30) days of
execution of this Agreement.
3.3 The Supplemental Agreement shall provide for the VIllAGE to
design, plan, procure services, implement and complete Improvements to the
Road on behalf of the COUNTY, and for the COUNTY to pay directly all costs
associated therewith, including any associated administrative expenses of the
VIllAGE with respect thereto, up to the sum of $969,000.
4. Planning.
4.1 The VILLAGE and the COUNTY agree that the COUNTY collected
$480,571 in growth management funds from within the municipal boundaries
of the VILLAGE prior to incorporation for growth management services which
were not provided to the VILLAGE. In its capacity as the governing body of
the Monroe County General Purpose Municipal Service Taxing Unit, the Board
of County Commissioners of Monroe County agrees to expend, on VILLAGE -
approved growth management projects, the sum of $480,571 in growth
management funds.
5. Upper Keys Health Care Taxing District or Alternative Funding. The VIllAGE
will, within ninety (90) days of execution of this Agreement, submit to the BOCC in
its capacity as the governing body of the Upper Keys Health Care Taxing District
(the "District"), a list of capital equipment, vehicle(s) and facilities within the
authorized purposes of the District, at a cost of $440,000. The COUNTY will either
approve and fund that request through the District, or will allocate from an
-4-
appropriate fund $440,000 to pay for or reimburse the VILLAGE for materials or
services identified by the VILLAGE and determined by VILLAGE and COUNTY legal
staff to be valid subjects of COUNTY expenditure.
6. Parks and Beaches. In its capacity as the governing body of the
Monroe County General Purpose Municipal Service Taxing District (the "General
Purpose Taxing District"), the Board of County Commissioners of Monroe County
agrees as follows:
6.1 The COUNTY and VILLAGE agree that certain expenditures are
appropriately made to improve COUNTY parks and beach facilities, including
those situated within the VILLAGE. In respect to such expenditures, the
COUNTY agrees to fund improvements to the road and parking at the
COUNTY library facility situated within the VILLAGE, via allocation by the
COUNTY through the District of the sum certain of $80,000, as follows.
6.2 The said sum certain shall be transferred to the VILLAGE by the
COUNTY immediately upon completion satisfactory to the VILLAGE of
improvements to the road and parking at the aforementioned COUNTY library
facility, for the grounds of which facility the VILLAGE Is responsible. The
VILLAGE shall be solely responsible to design, plan, procure services,
implement and complete improvements to the road and parking at the
aforementioned library facility.
7. Entire Agreement. This Agreement supersedes all prior negotiations,
correspondence, conversations, agreements or understandings applicable to the
matters contained herein and there are no commitments, agreements or
understandings concerning the subject matter of this Agreement that are not
-5-
contained in this document, except with respect to the Supplemental Agreement
contemplated by Sections 3.2 and 3.3 of this Agreement, since the Supplemental
Agreement is to be entered into after the execution of this Agreement. Accordingly,
no deviation from the terms hereof shall be predicated upon any prior
representations or agreements, whether oral or written.
8. Amendments/Assignments. No modification, amendment or alteration
of the terms or conditions contained herein shall be effective unless contained in a
written document executed with the same formality and of equal dignity herewith.
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 shall be void.
9. Notices.
9.1 Whenever any party desires to give notice unto the other, It
must be given by written notice, sent by registered United States mail, with
return receipt requested, or by a nationally recognized overnight express
mail service (e.g., Federal Express), addressed to the party for which it is
intended, at the place last specified, and the place for giving of notice shall
remain 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
notice:
For the VILLAGE: Islamorada, Village of Islands
Charles W. Baldwin, VILLAGE Manager
PO Box 568
Islamorada, Florida 33036
Phone: (305) 664-2345
Facsimile: (305) 664-2399
-6-
With a copy to: Weiss Serota Helfman Pastoriza Guedes, P.A.
Village Attorneys
Attention: Nina l. Boniske, Esq.
2665 South Bayshore Drive, Suite 420
Miami, Florida 33133
Phone: (305) 854-0800
Facsimile: (305) 854-2323
For the COUNTY: James l. Roberts
County Administrator
5100 College Road
Key West, Florida 33040
Phone: (305) 292-4441
Facsimile: (305) 292-4544
A copy to: James Hendrick, Esq.
County Attorney
P.O. Box 1026
Key West, Florida 33041-1026
9.2 Unless otherwise required by law, any notice sent hereunder
shall (subject to proof of receipt or refusal of same) be deemed to have been
delivered on the same day if hand-delivered, on the next business day if sent
by overnight courier, or on the day of receipt or refusal, if sent by certified or
registered mail.
10. Amendments. This Agreement may be modified only by an agreement
in writing authorized by the Village Council and the Board of County Commissioners
of Monroe County.
11. Indemnification. To the extent allowed by law, each party hereto shall
indemnify and save harmless the other from any and all claims, liability, losses, and
causes of action which may arise out of the other's actions in fulfillment of this
Agreement.
-7-
12. Governing law. This Agreement shall be construed in accordance
with the laws of the State of Florida, and any proceedings arising in any matter
pertaining to this Agreement shall, to the extent permitted by law, be held in the
Upper Keys Division, Monroe County, Florida.
13. Severability. Should any provision, paragraph, sentence, word,
or phrase contained in this Agreement be determined by a court of competent
jurisdiction to be invalid, illegal, or otherwise unenforceable under the laws of the
State of Aorida, such provision, paragraph, sentence, word, or phrase shall be
deemed modified to the extent necessary in order to conform with such laws, then
shall be deemed severable, and in this Agreement, shall remain unmodified and in
full force and effect.
14. Default/Remedies. In the event of a failure to perform or a breach of
any obligation of this Agreement by either the COUNTY or the VILLAGE, which
failure or breach is not cured within thirty (30) days of receipt of written notice
thereof, such action shall constitute a default of this Agreement.
14.1 If and when any default of this Agreement occurs, the non-
defaulting party may avail itself of any legal or equitable remedies that may
apply, including, but not limited to, actual damages, injunctive relief and
specific performance of this Agreement.
14.2 Such remedies may be exercised in the sole discretion of the
non-defaulting party.
14.3 Nothing contained in this Agreement shall limit either party from
pursuing any legal or equitable remedies that may apply.
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15. Execution Date. The date of execution of this Agreement shall mean
the last day upon which it becomes fully executed by the last party to sign.
16. Joint Preoaration. The preparation of this Agreement has been a
joint effort of the parties and the resulting document shall not, solely as a matter of
judicial construction, be construed more strictly against, or more favorably to, one
of the parties than the other.
17. Further Assurances. The COUNTY and the VILLAGE each agree to
execute and deliver to the other such further documents or instruments as may be
reasonable and necessary in furtherance of the performance of the terms,
covenants and conditions of this Agreement.
18. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which shall
constitute one and the same Agreement.
19. Non-waiver. 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 COUNTY or the
VILLAGE of any breach of any term, covenant or condition herein stated 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.
20. TerminationlTerm. This Agreement will expire on September 30,
2006 or upon completion of all acts contemplated by this Agreement, whichever
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shall occur first, unless extended by other provisions contained herein (the
"Termination Date").
20.1 The parties recognize that both the VILLAGE and the COUNTY
are making significant time and monetary investments in the performance of
this Agreement. Accordingly, both parties agree that this Agreement shall not
be terminated by either party unless one party is in default and fails to cure
said default pursuant to Section 15 of this Agreement. In the event of such
termination, the non-defaulting party shall provide the defaulting party thirty
(30) days written notice of termination. The non-defaulting party shall be
entitled to any and all remedies afforded by law, including, but not limited to,
specific performance, injunctive relief, and monetary damages.
20.2 Except as otherwise provided by this Agreement, prior to the
Termination Date, all acts contemplated herein shall be completed, the
COUNTY will pay to the VILLAGE all payments due the VILLAGE under this
Agreement and the COUNTY will furnish to the VILLAGE any equipment and
property due the VILLAGE under this Agreement.
21. Survival. The terms and obligations of the parties under this
Agreement shall survive the Termination of this Agreement.
22. Filing Required. This Agreement shall be filed with the Clerk of the
Circuit Court as required by Section 163.01(11), Florida Statutes, as currently
enacted and as may be amended from time to time.
23. Attorneys' Fees. In the event of any controversy, claim or dispute
between the parties arising from or relating to this Agreement including, but not
limited to, the enforcement of any indemnity provision, the prevailing party shall be
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entitled to recover reasonable costs, expenses and attorneys' fees including, 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 dates under such signature.
ISLAMORADA, VILLAGE OF ISLANDS,
a municipal corporation of t e of Aorida
Dated: 9~L
Dated: ~?/
Dated: ~pL
MON OUNTY, a political subdivision
Of the State of Florida
e
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Dated:
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, ,
KOlHAGE, Clerk
Dated:
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Deputy Clerk
Approved as to form
and legal sufficiency:
By
Dated:
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