Loading...
HomeMy WebLinkAboutInterlocal AgreementL V V I INTERLOCAL AGREEMENT BETWEEN 1'H.L CITY OF MIAMI AND MIAMI- DADE COUNTY PROVIDING FOR REIMBURSEMENT TO THE CITY FOR ELIGIBLE COSTS INCURRED FOR LITTER AND DEBRIS CLEANUP ALONG THE MIAS'II RIVER. j s-t This Iuterlocal Agreement ("Agreement") is made and entered into this day of A , 2006, by and between Miami -Dade County, Florida, [hereinafter referred to as ffe "COUNTY"} and the City of Miami, Florida [hereinafter referred to as the "CITY]; wrTNESSETH WHEREAS, the COUNTY appropriated $100,000 'in it's Fiscal Year 2005-06 Budget to the City of Miami to support the costs of litter and debris removal along the Miami River; and WHEREAS, the CITY, through it's contractors,, performs maintenance and cleaning operations that include the collection and removal of litter and debris on the navigable waters of the Miami River; and WHEREAS, the purpose of this agreement is to set forth the responsibilities of both the COUNTY and the CITY respectively. NOW, TKEREFORE, in consideration of the premises and mutual covenants herein contained, and for other good and valuable consideration, the parties hereby agree .as follows: SECTION I. DEFINNTT'XONS For purposes of this Agreement, the following terms shall apply: AGREEMENT shall mean this document, including any written amendments thereto, and other written docurnents or parts thereof which are expressly incorporated herein by reference, ELIGIBLE COST shall mean the amount paid, up to $100,000, by the CITY to the City's contractors for the collection and disposal of litter and debris in the navigable waters of the Miami River in accordance with the Statement of Work set forth in Section 2 hereof and invoiced in accordance with Section 6 hereof. . FORCE MAJEURE shall mean an act of God, epidemic, lightAing, earthquake, fire, explosion, hurricane, flood or similar occurrence, strike, an act of a public enemy, or blockade, insurrection, riot, general arrest or restraint of government and people, civil disturbance or similar occurrence, which has had or may reasonably be expected to have a material adverse effect on the rights or obligations under this Agreement, and which, by the 'exercise of due diligence, such parties shall not have been able to avoid. Such acts or events DO NOT INCLUDE inclement weather (except aa noted above) or the acts or 1 omissions of subcontractors, thixd-party contractors, material men, suppliers, or their subcontractors, unless such acts or omissions are otherwise encompassed by the definition set forth above, NAVIGABLE WATERS OF THE MIAMI RIVER shall mean the length of the Miami River between the salinity control structure near NW 36th Street to the mouth of the river. SECTION 2. STATEMENT OF WORK The services that will be provided by the City shall consist of weekly collection and disposal of litter and debris in the navigable portion of time Miami River (from the salinity 'control structure near NW 36th Street to the mouth of the river). Litter and debris consists of any non -hazardous material floating within the .first two feet of water and includes aluminum cans, plastic bags, toys, vegetation, animal debris, wood, leaves, etc. SECTION 3. RESPONSIRILI'1 fES OF THE CITY. A) The CITY shall obtain all applicable permits and approvals required to implement the PROJECT. 'C) The CITY shall b6 responsible for the procurement of litter and debris removal services and, for administering all aspects of its contracts, including compliance with contractual terms and procedures. D) The CITY shall submit original invoices on a quarterly basis pursuant to Section 6 of this AGREEMENT. E) The CITY shall provide the COUNTY with copies of contracts, agreements, reports and other documentation requested by the COUNTY for review and approval of the invoices. SECTION 4. RESPONSIBILITIES OF THE COUNTY The COUNTY shall pay the CITY, on a reimbursement basis, for eligible costs incurred in the collection and disposal of litter and debris along the Miami River pursuant to the terms of this AGREEMENT. Total payments to the CITY by the COUNTY shall not exceed $100,000. SECTION S. TERM OF lilt AGREEMENT The term of this Agreement shall commence with the date of execution by both parties, and shall expire on September 30, 2007. SECTION 6. COMPENSATION AND PAYMENTS A) After execution of this Agreement by both parties, the CITY shall submit quarterly original invoices, in triplicate, for review and approval by the COUNTY. Each invoice shall itemize eligible costs paid by the C1T? for the 2 collection and removal of litter and debris within the navigable waters of the Miami River only. B) Copies of the contractor's invoices for work performed within the Miami River and paid within three months preceding the date of the CI'l'Y's invoice shall accompany all invoices submitted for payment by the CITY. Sufficient supporting documentation and detail shall also be provided with each invoice to document that the amount invoiced is for the collection and removal of litter and debris within the navigable waters of the Miami River only. C) The total that will be reimbursed as an eligible cost for all invoices submitted to the COUNTY under ibis AGREEMENT shall not exceed $100,000. D) The COUNTY shall reimburse the CITY for approved eligible costs invoiced within sixty (60) days of receipt of the original invoice from the CITY. E) The CITY shall submit all invoices to the COUNTY no later than the expiration date of this Agreement, SECTION 7. CONTINGENCY This Agreement is contingent upon the availability. of funds and is subject to amendment or termination due to lack of funds, or authorization, reduction of funds and/or change in regulations. In the event of termination of this Agreement, the CITY shall•Ite paid for eligible cats invoiced to the COUNTY, and for irrevocable commitments to provide services, consistent with this Agreement, to the date of termination. In no event shall the COUNTY be liable to the CITY or any other party for any additional compensation, other than that provided herein, or for any consequential or incidental damages. SECTION 8. INDE1VIIVIlFICATION The COUNTY does hereby agree to indemnify and hold harmless the CITY to the extent and within the limitations of Section 768.28, Fla. Stat., subject to the provisions of that Statute whereby the COUNTY shall not be held liable to pay a personal injury or property damage claim or judgment by any one person which exceeds the sum of $100,000, or any claim or judgments or portions thereof, which, when totaled with all other occurrences; exceeds the sum of $200,000, from any and all personal injury or property damage claims, liabilities, losses and causes of action which may arise solely as a result of the negligence of the COUNTY. However, nothing herein shall be deemed to indemnify CITY from any liability or claim arising out of the negligent performance or failure ofperfonnance of the CITY or any unrelated third party. The CITY shall indemnify and hold harmless the COUNTY and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the COUNTY or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Contract by the CITY or its employees, agents, servants, partners, principals or subcontractors, The CITY shall pay all claims and losses in connection therewith and c1ta11 investigate and defend all claims, suits or actions of any kind or 3 nature in the name of the COUNTY, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attomey's fees which may issue thereon. The CITY expressly understands and agrees that any insurance protection required by this Contract or otherwise provided by the CITY shall in no way limit the responsibility to indemnify, keep and save harmless and defend the COUNTY or its officers, employees, agents and instrumentalities as herein provided. SECTION 9. AMENDMENT OF AGREEMENT Amendments to this Agreement xnay be made at any time. Any such amendments must be made in writing and properly executed by both the COUNTY and the CITY. SECTION 10. TERMINATION This Agreement may be terminated without cause upon sixty (60) days prior written notice, The County Manager shall have the authority to terminate this Agreement without cause on behalf of the COUNTY. SECTION 11. NOTICES e9 All notices, invoices, and submittals required or permitted to be given under the terms and provisions of this Agreement by either party to the other shall be in writing and shall be sent by registered or certified mail, return receipt requested, to the parties as follows: ,As to the County: * As to the City: Director, DERM Penthouse 2 33 SW 2nd Avenue Miami, FL 33130 City Manager, City of Miami City Hall 3500 Pan American Drive Miami, FL 33133-5595 or to such other address as may hereafter be provided by the parties in writing. Notices by registered or certified mail shall be deemed received on the delivering date indicated by the U.S. Postal Service on the return receipt. SECTION 12. CITY EVENT OF DEFAULT Notwithstanding the termination provisions in Section 10 of the Agreement, and without limitation, the failure by the CITY to. substantially fulfill any of its material obligations in accordance with this Agreement,'unless justified by Force Majeure, shall constitute a "CITY event of default". If a CITY event of default should occur, the COUNTY shall have all of the following rights and remedies which it may exercise singly or in combination: 4 A) The right to declare that this Agreement together with all rights granted to CITY hereunder are terminated, effective upon such date as is designated by the COUNTY; B) Any and all Tights provided under Federal laws and the laws of the State of Florida. SECTION 13. COUNTY EVENT OF DEFAULT In addition to the compensation and payment provisions set forth in Section 6, and without limitation, the failure by the COUNTY to substantially fulfill any of its material obligations in accordance with this Agreement, unless justified by Force Majeure, shall constitute a "COUNTY Event of Default". If a COUNTY Event of Default should occur, the CITY shall have all of the following rights and remedies which it may exercise singularly or in combination; A) the right to declare that this Agreement together with all rights granted to CITY hereunder are terminated, effective upon such date as is designated by the COUNTY; B) any and all rights provided under federal laws and the laws of the State of ' Florida. ' SECTION 14. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Florida The COUNTY and the CITY agree to submit to service of process and jurisdiction of the State of Florida for any controversy or claim arising out of or relating to this Agreement or a breach of this Agreement. Venue for any court action between the parties for any such controversy arising from or related to this Agreement shall be in the Eleventh Judicial Circuit in and for Miami -Dade County, Florida, or in the United States District Court for the Southern District of Florida, in Miami -Dade County, Florida_ SECTION 15. RIGHTS OF OTHERS Nothing in this Agreement express or implied is intended to confer upon any persons other than the parties hereto any rights or remedies under or by reason of this Agreement. SECTION 16. NONDISCRIMINATION Each party agrees that it shall not discriminate as to sex, race, color, creed, national origin, age, handicap, or nxiarital status in connection with its performance under this Agreement. 5 no _ 4 O_7fifi7 4 m . 4 7f1M Cf1V . 7f.1C777C7C0 T I"l. f^TTV r., IPII Tr, 1 .dentin SECTION 17. INVALIDITY OF PROVISIONS, SEVERABILJTY Each provision of the Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement, provided that the material purposes of this Agreement can be determined and effectuated. SECTION 18. HEADINGS Captions and headings in this Agreement are for ease of reference only and do not constitute a part of this Agreement and shall not affect the meaning or interpretation of any provisions herein. SECTION 19. REPRESENTATION OF CITY The CITY represents that this Agreement has been duly authorized, executed and delivered by the City Council of the City of lvliami, as the governing body of the CITY and itthas the required power and authority to perform this Agreement and has granted the City Manager the required power and authority to perform this Agreement. SECTION 20. REPRESENTATION OF COUNTY The County represents that this Agreement has been duly approved, executed and delivered by the Board of County Commissioners, as the governing body of the County, and it has granted the Miami -Dade County Manager the required power and authority to perform this Agreement. SECTION 21. WAIVER There shall be no waiver of any right related to this Agreement unless in writing signed by the party waiving such right. No delay or failure to exercise a right under this Agreement shall impair such right or shall be construed to be a waiver thereof. Any waiver shall be limited to the particular right so waived and shall not be deemed a waiver of the same right at a later time, or of any other right under this Agreement. SECTION 22. ENTIRETY OF AGREEMENT This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained in this Agreement. The parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained in 6 .11 II -1 R-?RR7 1 G1: 1 RAM FAX: '72F'77?F,74 Tf1: r TTv pI IRI TC I.IlpIrC DDf_C• mmo D-07i Attest BY - this Agreement, and that this Agreement contains the entire agreement between the parties as to all matters contained herein. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that any oral representations or modifications concerning this Agreement shall be of no force or effect, and that this Agreement may be modified, altered or amended only by a written amendment duly executed by both parties hereto or their authorized representatives. IN WITNESS THEREOF, the patties through their duly authorized representatives hereby execute this Agreement CITY OF MIAMI, FLORIDA Ci Manager Authorized signature on behalf of the City of Miami,, Florida_ a*6. ,CLERK MIAMI-DADE COUNTY, FLORIDA Stephen P. Clark Center 111 N.W, 1st. Street Miami, Florida 33t28 \k George'M. Burgess Date County Manager oa For the Board of County Commissioners, Miami - Dade County, Florida, HARVEY RUV1N, CLERK Attest: GpNlrr�jS•, tiz.k 0 z t By. . Deputy C erk •4.6 riat $•�'• t/E4k:' Date A, A r . A r.nM resw ..7rar7-7.nr -Pc 8 Tn. r'TTV MIND! Tr I.IfDVC onr_c. ra. r o-o�,