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97-22393 RESO Incomplete RESOLUTION NUMBER 97-22393 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, RETROACTIVELY AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN INTERLOCAL AGREEMENT WITH THE METROPOLITAN DADE COUNTY DEPARTMENT OF ENVIRONMENTAL RESOURCES MANAGEMENT TO PROVIDE FOR THE REIMBURSEMENT TO THE CITY FOR DADE COUNTY'S PORTION OF THE HEAVY EQUIPMENT RENTAL EXPENSES ASSOCIATED WITH EMERGENCY SAND DUNE RESTORATION EFFORTS ALONG THE MOST SEVERELY ERODED SECTIONS OF SHORELINE. WHEREAS, many areas of the sandy beaches along Dade County's shoreline are severely eroded; and WHEREAS, as a result of severe storms this past winter, many areas along Dade's already eroded coastline reached a critical stage when coastal flooding and upland infrastructure damage were imminent; and WHEREAS, in response to the appearance of these critical areas, the Mayor and City Commission passed an emergency resolution directing the implementation of emergency sand dune repair measures along the 30th to 38th, and 42nd to 46th Street areas in Middle Beach; and WHEREAS, in a parallel measure, the Metropolitan Dade County Commission also passed an emergency resolution directing their Department of Environmental Resources Management (DERM) to implement emergency sand dune repair measures along the 63rd to 73rd Street area in North Beach, as well as along the Sunny Isles beach area; and WHEREAS, as the DERM began their dune reconstruction project, they encountered difficulty obtaining the necessary off-road dump trucks under any of their equipment rental contracts; and WHEREAS, in order to expedite the dune restoration work, the DERM requested to "piggy-back" on the City's Standing Order with Kelly Tractor Company, Inc., the vendor from whom the City had rented the off-road trucks; and WHEREAS, the City agreed to use its Standing Order to facilitate the rental of the heavy equipment, provided that the DERM paid all costs and assumed all liability for any damages or loss resulting from their use of the equipment; and WHEREAS, in order to facilitate the transfer of the necessary funds to pay the equipment rental costs, the DERM prepared the attached Interlocal Agreement for execution by the City. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Clerk are herein retroactively authorized to execute the attached Interlocal Agreement with the Metropolitan Dade County Department of Environmental Resources Management to allow for the transfer of the necessary funds from Metropolitan Dade County to the City for the purpose of paying the heavy equipment rental charges incurred by Metropo' n Dade County. Passed and Adopted this 21st day of Mav, 1997. APPROVED AS TO FORM & lANGUAGE & FOR EXECunON ATTEST: ~okJ p~~ 1tti~J~ Attomey 3~ CITY CLERK CITY OF MIAMI BEACH CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139 htIp:\\ci.miam i-beach. fl. us COMMISSION MEMORANDUM NO. 3'-\ ~ -q"1 FROM: Mayor Seymour Gelber and DATE: May 21,1997 Members of the City Commission Jose Garcia_pedr;isa / L./ City Manager f ~ A RESOLUTI N RETROACTIVELY APPROVING THE EXECUTION OF AN INTERLOCAL AGREEMENT WITH THE METROPOLITAN DADE COUNTY DEPARTMENT OF ENVIRONMENTAL RESOURCES MANAGEMENT TO PROVIDE FOR THE REIMBURSEMENT TO THE CITY FOR DADE COUNTY'S PORTION OF THE HEAVY EQUIPMENT RENTAL EXPENSES ASSOCIATED WITH EMERGENCY SAND DUNE RESTORATION EFFORTS ALONG THE MOST SEVERELY ERODED SECTIONS OF SHORELINE TO: SUBJECT: ADMINISTRATION RECOMMENDATION Approve the resolution. BACKGROUND As a result of a series of severe storms this past winter, many areas along the already eroded Dade County coastline reached a critical stage when coastal flooding and upland infrastructure damage were imminent. In these areas, all of the dry beach and almost all of the protective sand dunes had been lost. In response to the appearance of these critical areas, the City Commission passed an emergency resolution directing the implementation of emergency sand dune repair measures along the 30th to 38th and 42nd to 46th Street areas in Middle Beach. In a parallel measure, the Dade County Commission also passed an emergency resolution directing their Department of Environmental Resources Management (DERM) to implement emergency sand dune repair measures along the 63rd to 73rd Street area in North Beach, as well as, along the Sunny Isles beach area. As the DERM began their dune reconstruction project, they encountered difficulty obtaining the necessary off-road dump trucks under any of their equipment rental contracts. In order to expedite the dune restoration work, the DERM requested to "piggy-back" on the City's AGENDA ITEM c.'lG 5-'2 \-9 7 DATE standing order with Kelly Tractor Company, Inc., the vendor from whom the City had rented the off- road trucks. The City agreed to use the standing order to facilitate the rental of the heavy equipment, provided that the DERM paid all costs and assumed all liability for any damages or loss resulting from their use of the equipment. The DERM began its dune restoration project at the northern end of Sunny Isles in early January, 1997. They completed the northern phase of their project in mid-March and are now in the process of rebuilding the dunes in the 63rd to 73rd Street area in North Beach. The work in North Beach should be completed by the end of June, 1997. To date, the DERM has incurred approximately $85,000 in heavy equipment rental charges and the total rental charges through the completion of their project will total approximately $125,000. In order to facilitate the transfer of the necessary funds to pay the equipment rental costs, the DERM prepared the attached Interlocal Agreement for execution by the City. CONCLUSION The City Commission should hereby approve the attached Interlocal Agreement to allow for the transfer of the necessary funds from Metropolitan Dade County to the City. JGP\H~\BDH\ePt RESOLUTION NUMBER A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, RETROACTIVELY AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN INTERLOCAL AGREEMENT WITH THE METROPOLITAN DADE COUNTY DEPARTMENT OF ENVIRONMENTAL RESOURCES MANAGEMENT TO PROVIDE FOR THE REIMBURSEMENT TO THE CITY FOR DADE COUNTY'S PORTION OF THE HEAVY EQUIPMENT RENTAL EXPENSES ASSOCIATED WITH EMERGENCY SAND DUNE RESTORATION EFFORTS ALONG THE MOST SEVERELY ERODED SECTIONS OF SHORELINE. WHEREAS, many areas of the sandy beaches along Dade County's shoreline are severely eroded; and WHEREAS, as a result of severe storms this past winter, many areas along Dade's already eroded coastline reached a critical stage when coastal flooding and upland infrastructure damage were imminent; and WHEREAS, in response to the appearance of these critical areas, the Mayor and City Commission passed an emergency resolution directing the implementation of emergency sand dune repair measures along the 30th to 38th, and 42nd to 46th Street areas in Middle Beach; and WHEREAS, in a parallel measure, the Metropolitan Dade County Commission also passed an emergency resolution directing their Department of Environmental Resources Management (DERM) to implement emergency sand dune repair measures along the 63rd to 73rd Street area in North Beach, as well as along the Sunny Isles beach area; and WHEREAS, as the DERM began their dune reconstruction project, they encountered difficulty obtaining the necessary off-road dump trucks under any of their equipment rental contracts; and WHEREAS, in order to expedite the dune restoration work, the DERM requested to "piggy-back" on the City's Standing Order with Kelly Tractor Company, Inc., the vendor from whom the City had rented the off-road trucks; and WHEREAS, the City agreed to use its Standing Order to facilitate the rental of the heavy equipment, provided that the DERM paid all costs and assumed all liability for any damages or loss resulting from their use of the equipment; and WHEREAS, in order to facilitate the transfer of the necessary funds to pay the equipment rental costs, the DERM prepared the attached Interlocal Agreement for execution by the City. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Clerk are herein retroactively authorized to execute the attached Interlocal Agreement with the Metropolitan Dade County Department of Environmental Resources Management to allow for the transfer of the necessary funds from Metropolitan Dade County to the City for the purpose of paying the heavy equipment rental charges incurred by Metropolitan Dade County. Passed and Adopted this 21st day of Mav, 1997. MAYOR ATTEST: APPROVED AS TO FORM & lANGUAGE & FOR EXECUllON CITY CLERK 63 //;! ~ 1 ~ Ii J ,fJ !!It. CitY Attorney 3A;cj7 Date INTERLOCAL AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND METROPOLITAN DADE COUNTY FOR EQUIPMENT RENTAL IN ASSOCIATION WITH EMERGENCY BEACH RENOORISHMENT IN SONNY ISLES AND MIAMI BEACH. This Interlocal Agreement ("Agreement") is made and entered into this day of , 1997, by and between Metropolitan Dade County, through its Department of Environmental Resources Management [hereinafter referred to collectively as the "COUNTY"] and the City of Miami Beach, [hereinafter sometimes referred to as the "CITY"]; RECITALS WHEREAS, Metropolitan Dade County serves as the Local Sponsor for all federal beach renourishment activities within Dade County, and administers all erosion control activities associated with maintaining the viability of Dade's beachfront; and WHEREAS, delays in implementing a scheduled maintenance renourishment project due to litigation between the Army Corps of Engineers and the Town of Golden Beach resulted in severe erosion in areas of Sunny Isles and Miami Beach; and WHEREAS, an unusual storm event in November 1996 caused additional erosion in these areas resulting in damage to beachfront structures in Miami Beach and the complete loss of dry beach in Sunny Isles; and WHEREAS, the severe beach erosion in these areas was sufficient to warrant the emergency placement of sand as quickly as possible to prevent additional damages during anticipated winter storms; and WHEREAS, the specific types of off road dump trucks and other specialized equipment capable of operating on the beaches to facilitate the emergency sand placement was not available through existing Dade County open rental contracts; and WHEREAS, the needed equipment was immediately available for rental through an existing City of Miami Beach open contract for heavy equipment; and WHEREAS, the purpose of this agreement is to set out the responsibilities of both the COUNTY and the CITY. NOW, THEREFORE, in consideration of the premises and 64 mutual covenants herein contained, and for other good and valuable consideration, the parties hereby agree as follows: SECTION 1. DEFINITIONS For purposes of this Agreement, the following terms shall apply: AGREEMENT shall mean this document, including any written amendments thereto, and other written documents or parts thereof which are expressly incorporated herein by reference. CITY shall mean the City of Miami Beach, by and through its City Commission, or designee. COUNTY shall mean Metropolitan Dade County, by and through its Department of Environmental Resources Management. FORCE MAJEURE shall mean an act of God, epidemic, lightning, 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. SECTION 2. RESPONSIBILITIES OF THE CITY. A) The CITY shall procure specific equipment requested by the COUNTY required to implement the emergency sand placement project being conducted to repair severely eroded beach areas in portions of Sunny Isles and Miami Beach through an existing CITY-administered open contract with Kelley Tractors, Inc.. All equipment will be rented by the CITY on behalf of the COUNTY at the contract rates, exclusive of operators, which shall be provided by the COUNTY. B) The CITY shall provide to the COUNTY on a monthly basis, copies of invoices and other documentation establishing expenses incurred by the CITY for equipment requested by the COUNTY in connection with the emergency sand placement project being conducted by the COUNTY. SECTION 3. RESPONSIBILITIES OF THE COUNTY A) The COUNTY shall provide to the CITY a written request for the equipment to be rented by the CITY under its open contract, stating specifically the type, and number of each piece of equipment required, and the anticipated rental 65 term. The desired delivery date and location will also be provided in the initial request. B) The COUNTY will provide qualified operators for all equipment procured by the CITY pursuant to this Agreement, and assumes all liability for those operators. C) The COUNTY shall assume all liability for damages to, or loss of any equipment procured by the CITY at the COUNTY's request pursuant to this Agreement. D) The COUNTY shall reimburse the CITY for all direct contractual costs associated with the rental of equipment from Kelley Tractor, Inc. by the CITY on behalf of the COUNTY in connection with the emergency sand placement. Charges incurred by the CITY for equipment rental on behalf of the COUNTY prior to the execution of this agreement will be reimbursed retroactively. No payment will be made for administrative costs incurred by the CITY for the administration of this contract. SECTION 4. INITIAL TERM AND EXTENSIONS A) The initial term of this Agreement shall be one (1) year from the date of execution by both parties hereto. Any extension of the term of this Agreement shall be by written amendment to the Agreement. B) This Agreement may be extended upon mutual consent in writing of the parties upon the same terms and conditions for an additional term of one (1) year. The party wishing to extend this Agreement shall notify the other party of such proposed extension no later than thirty (30) days prior to the expiration of the initial or any extended term of this Agreement. SECTION 5. COMPENSATION AND PAYMENTS A) The CITY shall provide original lnVOlces to the COUNTY for all equipment rental charges incurred by the CITY on behalf of the COUNTY in connection with the emergency sand placement placement projects implemented by the COUNTY in Sunny Isles and Miami Beach. The COUNTY shall reimburse the CITY for all approved contractual charges associated with emergency sand placement conducted by the COUNTY in Sunny Isles and Miami Beach. Payments for approved invoices will be made to the CITY within thirty (30) days of receipt of the original invoices. SECTION 6. 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 66 in regulations. In the event of termination of this Agreement pursuant to this Section 8, the CITY shall be paid for all charges incurred, and for irrevocable commitments to provide services, consistent with this Agreement, to the date of termination. SECTION 7. RIGHTS OF DECISIONS The COUNTY may, upon obtaining the CITY's consent, delete or modify any or all portions of the restoration activities listed in Section 3 of this Agreement, depending upon the price bid for construction and restoration activities, the availability of funds to the CITY, or CITY's good faith ability to obtain required permits. consent of the CITY as provided for in this paragraph not be unreasonably withheld. the The shall SECTION 8. LIABILITY AND INDEMNIFICATION To the extent permitted and limited by the Florida Statutes 768.28, each party agrees to indemnify, defend and save harmless the other, their appointed boards and commissions, officials, officers, employees, individually and collectively from all losses, claims, suits, demands, expenses, subrogations, or actions of any kind resulting form all personal injury including bodily injury and death, and property damage occasioned during the term of this Agreement for execution or performance of the terms of this interlocal Agreement. However, the parties do not, and shall not be deemed to have given any indemnification for damages arising out of injury or damage to persons or property caused by or resulting from the negligence of the other party hereto or any of its officers, agents, or employees, if applicable. SECTION 9. AMENDMENT OF AGREEMENT Amendments to this Agreement may be made at any time. Any such amendment must be made in writing and properly executed by both the COUNTY and the CITY. SECTION 10 TERMINATION This Agreement may be terminated withour cause anf or the convenience of either party upon (60) sixty days prior written notice to the other of the intention to terminate. The County Manager or his designee shall have the authority to execute the termination notice on behalf of the COUNTY. In the event of termination of this Agreement pursuant to this Section 12, the CITY shall be paid for all charges incurred, and for irrevocable commitments to provide services, consistent with this Agreement, to the date of termination. SECTION 11. NOTICES 67 All notices 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, Dept. of Environmental Resources Management Penthouse 2 33 S.W. 2nd Avenue Miami, FL 33130 City Manager City of Miami Beach 1700 Convention Center Dr. Miami Beach, FL 33133 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 Sections 6 and 12 of this 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: 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 13. COUNTY EVENT OF DEFAULT In addition to the compensation and payment provisions set forth in Section 7, 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 COUNTY hereunder are terminated, effective upon such date as is designated by the CITY; 68 B) any and all rights provided under federal laws and the laws of the State of Florida. SECTION 14. TIME IS OF THE ESSENCE It is mutually agreed that time is of the essence In the performance of all terms and conditions to be met and performed pursuant to this Agreement. SECTION 15. GOVERNING LAW AND VENUE 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 Dade County, Florida, or in the United States District Court for the Southern District of Florida, in Dade County, Florida. SECTION 16. COUNTERPARTS This Agreement may be executed In one or more counterpart(s), each of which shall be deemed an original. SECTION 17. RIGHT 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 18. NONDISCRIMINATION Each party agrees that it shall not discriminate as to sex, race, color, creed, national origin, age, handicap, or marital status in connection with its performance under this Agreement. SECTION 19. INVALIDITY OF CLAUSE The invalidity of any portion, article, paragraph, provision or clause of this Agreement, or extension(s) thereof, shall have no effect upon the validity of any other part or portion thereof. SECTION 20. ARTICLE HEADINGS Captions and headings in this Agreement are for ease of reference only and do not constitute a part of this Agreement 69 All notices 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, Dept. of Environmental Resources Management Penthouse 2 33 S.W. 2nd Avenue Miami, FL 33130 City Manager City of Miami Beach 1700 Convention Center Dr. Miami Beach, FL 33133 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 Sections 6 and 12 of this 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: 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 13. COUNTY EVENT OF DEFAULT In addition to the compensation and payment provisions set forth in Section 7, 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 COUNTY hereunder are terminated, effective upon such date as is designated by the CITY; 68 B) any and all rights provided under federal laws and the laws of the State of Florida. SECTION 14. TIME IS OF THE ESSENCE . It is mutually agreed that time is of the essence in the performance of all terms and conditions to be met and performed pursuant to this Agreement. SECTION 15. GOVERNING LAW AND VENUE This Agreement shall be governed by and construed ln 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 Dade County, Florida, or in the United States District Court for the Southern District of Florida, in Dade County, Florida. SECTION 16. COUNTERPARTS This Agreement may be executed in one or more counterpart(s), each of which shall be deemed an original. SECTION 17. RIGHT 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 18. NONDISCRIMINATION Each party agrees that it shall not discriminate as to sex, race, color, creed, national origin, age, handicap, or marital status in connection with its performance under this Agreement. SECTION 19. INVALIDITY OF CLAUSE The invalidity of any portion, article, paragraph, provision or clause of this Agreement, or extension(s) thereof, shall have no effect upon the validity of any other part or portion thereof. SECTION 20. ARTICLE 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 effect the meaning or interpretation of any provisions herein. SECTION 21. SEVERABILTY The invalidity of one or more of the phrases, sentences, clauses, or Sections contained in this Agreement shall not. affect the validity of the remaining portion of the Agreement, provided the material purposes of this Agreement can be determined and effectuated. SECTION 22. 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. IN WITNESS WHEREOF, Metropolitan Dade County, Florida, has caused this Agreement to be executed in its name by the County Manager or his designee, attested by the Clerk of the Board of County Commissioners and has caused the seal of the Board of County Commissioners to be hereto attached; and the City of Miami Beach, Florida has caused this Agreement to be executed in its name by the Mayor or his designee, attested by the Clerk of the City of Miami Beach and has caused the seal of the City to be hereto attached, all on the day and year first written above. INTERLOCAL AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND METROPOLITAN DADE COUNTY FOR EQUIPMENT RENTAL IN ASSOCIATION WITH EMERGENCY BEACH RENOORISHMENT IN SUNNY ISLES AND MIAMI BEACH. This Interlocal Agreement ("Agreement") lS made and entered into this day of , 1997, by and between Metropolitan Dade County, through its Department of Environmental Resources Management [hereinafter referred to cOllectively as the "COUNTY"] and the City of Miami Beach, [hereinafter sometimes referred to as the "CITY"]; RECITALS WHEREAS, Metropolitan Dade County serves as the Local Sponsor for all federal beach renourishment activities within Dade County, and administers all erosion control activities associated with maintaining the viability of Dade's beachfront; and WHEREAS, delays in implementing a scheduled maintenance renourishment project due to litigation between the Army Corps of Engineers and the Town of Golden Beach resulted in severe erosion in areas of Sunny Isles and Miami Beach; and WHEREAS, an unusual storm event in November 1996 caused additional erosion in these areas resulting in damage to beachfront structures in Miami Beach and the complete loss of dry beach in Sunny Isles; and WHEREAS, the severe beach erosion in these areas was sufficient to warrant the emergency placement of sand as quickly as possible to prevent additional damages during anticipated winter storms; and WHEREAS, the specific types of off road dump trucks and other specialized equipment capable of operating on the beaches to facilitate the emergency sand placement was not available through existing Dade Count~ open rental contracts; and WHEREAS, the needed equipment was immediately available for rental through an existing City of Miami Beach open contract for heavy equipment; and WHEREAS, the purpose of this agreement is to set out the responsibilities of both the COUNTY and the CITY. NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and for other good and valuable consideration, the parties hereby agree as follows: SECTION 1. DEFINITIONS For purposes of this Agreement, the fOllowing terms shall apply; AGREEMENT shall mean this document, including any written amendments thereto, and other written documents or parts thereof which are expressly incorporated herein by reference. CITY shall mean the City of Miami Beach, by and through its City Commission, or designee. COUNTY shall mean Metropolitan Dade County, by and through its Department of Environmental Resources Management. FORCE MAJEURE shall mean an act of God, epidemic, lightning, 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. SECTION 2. RESPONSIBILITIES OF THE CITY. A) The CITY shall procure specific equipment requested by the COUNTY required to implement the emergency sand placement project being conducted to repair severely eroded beach areas in portions of Sunny Isles and Miami Beach through an existing CITY-administered open contract with Kelley Tractors, Inc.. All equipment will be rented by the CITY on behalf of the COUNTY at the contract rates, exclusive of operators, which shall be provided by the COUNTY. B) The CITY shall provide to the COUNTY on a monthly basis, copies of invoices and other documentation establishing expenses incurred by the CITY for equipment requested by the COUNTY in connection -with the emergency sand placement project being conducted by the COUNTY. SECTION 3. RESPONSIBILITIES OF THE COUNTY A) The COUNTY shall provide to the CITY a written request for the equipment to be rented by the CITY under its open contract, stating specifically the type, and number of each piece of equipment required, and the anticipated rental term. The desired delivery date and location will also be provided in the initial request. B) The COUNTY will provide qualified operators for all equipment procured by the CITY pursuant to this Agreement, and assumes all liability for those operators. C) The COUNTY shall assume all liability for damages to, or loss of any equipment procured by the CITY at the COUNTY's request pursuant to this Agreement. D) The COUNTY shall reimburse the CITY for all direct contractual costs associated with the rental of equipment from Kelley Tractor, Inc. by the CITY on behalf of the COUNTY in connection with the emergency sand placement. Charges incurred by the CITY for equipment rental on behalf of the COUNTY prior to the execution of this agreement will be reimbursed retroactively. No payment will be made for administrative costs incurred by the CITY for the administration of this contract. SECTION 4. INITIAL TERM AND EXTENSIONS A) The initial term of this Agreement shall be one (1) year from the date of execution by both parties hereto. Any extension of the term of this Agreement shall be by written amendment to the Agreement. B) This Agreement may be extended upon mutual consent in writing of the parties upon the same terms and conditions for an additional term of one (1) year. The party wishing to extend this Agreement shall notify the other party of such proposed extension no later than thirty (30) days prior to the expiration of the initial or any extended term of this Agreement. SECTION 5. COMPENSATION AND PAYMENTS A) The CITY shall provide original invoices to the COUNTY for all equipment rental charges incurred by the CITY on behalf of the COUNTY in connection with the emergency sand placement placement projects implemented by the COUNTY in Sunny Isles and Miami Beach. The COUNTY shall reimburse the CITY for all approved contractual charges associated with emergency sand placement conducted by-the COUNTY in Sunny Isles and Miami Beach. Payments for approved invoices will be made to the CITY within thirty (30) days of receipt of the original invoices. SECTION 6. 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 pursuant to this Section 8, the CITY shall be paid for all charges incurred, and for irrevocable commitments to provide services, consistent with this Agreement, to the date of termination. SECTION 7. RIGHTS OF DECISIONS The COUNTY may, upon obtaining the CITY's consent, delete or modify any or all portions of the restoration activities listed in Section 3 of this Agreement, depending upon the price bid for construction and restoration activities, the availability of funds to the CITY, or CITY's good faith ability to obtain required permits. consent of the CITY as provided for in this paragraph not be unreasonably withheld. the The shall SECTION 8. LIABILITY AND INDEMNIFICATION To the extent permitted and limited by the Florida Statutes 768.28, each party agrees to indemnify, defend and save harmless the other, their appointed boards and commissions, officials, officers, employees, individually and collectively from all losses, claims, suits, demands, expenses, subrogations, or actions of any kind resulting form all personal injury including bodily injury and death, and property damage occasioned during the term of this Agreement for execution or performance of the terms of this interlocal Agreement. However, the parties do not, and shall not be deemed to have given any indemnification for damages arising out of injury or damage to persons or property caused by or resulting from the negligence of the other party hereto or any of its officers, agents, or employees, if applicable. SECTION 9. AMENDMENT OF AGREEMENT Amendments to this Agreement may be made at any time. Any such amendment must be made in writing and properly executed by both the COUNTY and the CITY. SECTION 10 TERMINATION This Agreement may be terminated withour cause anf or the convenience of either party upon (60) sixty days prior written notice to the other of the intention to terminate. The County Manager or his designee shall have the authority to execute the termination notice on behalf of the COUNTY. In the event of termination of this Agreement pursuant to this Section 12, the CITY shall be paid for all charges incurred, and for irrevocable commitments to provide services, consistent with this Agreement, to the date of termination. SECTION 11. NOTICES !~~~__(,;If~.,,!.l~dil(\*,.'jlf{ . -. . . All notices 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.~o the County: As to the City: Director, Dept. of Environmental Resources Management Penthouse 2 33 S.W. 2nd Avenue Miami, FL 33130 City Manager City of Miami Beach 1700 Convention Center Dr. Miami Beach, FL 33133 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 Sections 6 and 12 of this 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: 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 13. COUNTY EVENT OF DEFAULT In addition to the compensation and payment provisions set forth in Section 7, and without limitation, the failure by the COUNTY to substantially fulfill pny 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 COUNTY hereunder are terminated, effective upon such date as is designated by the CITY; B) any and all rights provided under federal laws and the laws of the State of Florida. SECTION 14. TIME IS OF THE ESSENCE . It is mutually agreed that time is of the essence in the performance of all terms and conditions to be met and performed pursuant to this Agreement. SECTION 15. GOVERNING LAW AND VENUE 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 Dade County, Florida, or in the United States District Court for the Southern District of Florida, in Dade County, Florida. SECTION 16. COUNTERPARTS This Agreement may be executed in one or more counterpart(s), each of which shall be deemed an original. SECTION 17. RIGHT 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 18. NONDISCRIMINATION Each party agrees that it shall not discriminate as to sex, race, color, creed, national origin, age, handicap, or marital status in connection with its performance under this Agreement. SECTION 19. INVALIDITY OF CLAUSE The invalidity of any portion, article, paragraph, provision or clause of this Agreement, or extension(s) thereof, shall have no effect upon the validity of any other part or portion thereof. SECTION 20. ARTICLE 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 effect the meaning or interpretation of any provisions herein. SECTION 21. SEVERABILTY The invalidity of one or more of the phrases, sentences, clauses, or Sections contained in this Agreement shall not- affect the validity of the remaining portion of the Agreement, provided the material purposes of this Agreement can be determined and effectuated. SECTION 22. 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. IN WITNESS WHEREOF, Metropolitan Dade County, Florida, has caused this Agreement to be executed in its name by the County Manager or his designee, attested by the Clerk of the Board of County Commissioners and has caused the seal of the Board of County Commissioners to be hereto attached; and the City of Miami Beach, Florida has caused this Agreement to be executed in its name by the Mayor or his designee, attested by the Clerk of the City of Miami Beach and has caused the seal of the City to be hereto attached, all on the day and year first written above. ,. Harvey Ruvin, Clerk of the Board METROPOLITAN DADE COUNTY, FLORIDA, BY ITS BOARD OF COUNTY COMMISSIONERS Attest: By: Clerk of the Board By: County Manager City Clerk CITY OF MIAMI BEACH, FLORIDA, a municipal corporat'on of the S e of Florida Attest: By:lokcf f~ Clerk P OVED AS TO FORM AND GAL SUFFICIENCY APPROVED AS TO FORM AND LEGAL SUFFICIENCY By: Assistant County Attorney BY:~~~~ Ci Y Ktt:o ney REVIEWED AS TO INSURANCE REQUIREMENTS By: Risk Management