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HomeMy WebLinkAboutCRA 17-92 State Road 434 Gateway Streetscape Project - 2015 01 26\h STATE ROAD 434 GATEWAY /STREETSCAPE PROJECT O P�� CITY OF WINTER SPRINGS/US 17 -92 CRA IA �•?o� THIS AGREEMENT is made and executed this IL day of , 201 ,by G and between the US 17 -92 COMMUNITY REDEVELOPMENT AGENCY, whose address is 1101 East 1 st Street, Sanford, Florida, 32771 (hereinafter referred to as the "CRA "), and CITY OF WINTER SPRINGS, whose mailing address is 1126 East State Road 434, Winter Springs, Florida 32708 (hereinafter referred to as the "CITY "), for the purpose of facilitating CITY's and CRA's State Road 434 Gateway /Streetscape Project. WITNESSETH: WHEREAS, CRA and CITY mutually desire to enter into a cooperative venture to design a streetscape beautification project along State Road 434 in Winter Springs; and WHEREAS, CITY will coordinate the design for the State Road 434 streetscape beautification project with the CRA; and WHEREAS, CRA and CITY have each agreed to mutual obligations to make the design of the State Road 434 streetscape beautification project a reality, and each agrees that the covenants of this Agreement represent the most practical, economic, and beneficial means to accomplish the parties objectives; and WHEREAS, both parties hereby represent, each to the other, that they are legally empowered to enter into this Agreement and have done all steps necessary and incidental to the execution of this Agreement; and WHEREAS, this Agreement is authorized under the provisions of Chapter 163, Florida Statutes (2013), which authorizes the exercise by Agreement of two (2) or more public agencies of any power common to them, State Road 434 Streetscape Project Page 1 of 9 _ CERTIFIED Copy MARIANNE MORSE Clerk of Cir uit Court andV — 1KI F LINTY, A NOW THEREFORE, in consideration of the mutual covenants, terms, and conditions contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: Section 1. Recitals. The recitals set forth above are true and correct and form a material part of this Agreement upon which the parties have relied and are hereby incorporated herein by reference. Section 2. Purpose. The purpose of this Agreement is to set forth the terms and conditions associated with parties' joint responsibilities for completion of the design/engineering phase of the State Road 434 streetscape beautification Project ( "the Project "). Section 3. Term. The initial term of this Agreement begins upon execution of this Agreement by the parties and remains in effect for a period of one (1) year or until terminated by either party after first giving thirty (30) days written notice. Section 4. CITY's Responsibilities. CITY is responsible for: (a) Managing and hiring all consultants, engineers and design professionals involved in the Project. (b) Ensuring specification of Florida Friendly plant materials within the design. (c) Paying any and all design/engineering cost overruns beyond FORTY -THREE THOUSAND AND NO/ 100 DOLLARS ($43,000.00). (d) Coordinating the design for the State Road 434 streetscape with the CRA. Section 5. CRA's Responsibilities. (a) CRA shall reimburse CITY for the design/engineering work as outlined in Exhibit A. Payment will not exceed FORTY -THREE THOUSAND AND N01100 DOLLARS ($43,000.00). State Road 434 Streetscape Project Page 2 of 9 (b) Final reimbursement will be released when the Project is deemed completed by CRA. CITY shall submit all receipts or lien releases, if required, for all work completed when seeking final reimbursement. Section 6. Notices. (a) Whenever either party desires to give notice unto the other, it must be given by written notice, sent by certified United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified. The place for giving of notice will remain such until it is changed by written notice in compliance with the provisions of this Section. For the present, the parties designate the following as the respective places for giving of notice, to wit: For CRA: CRA Manager Seminole County 1101 East First Street Sanford, Florida 32771 With a copy to: County Manager County Services Building 1101 East First Street Sanford, Florida 32771 For CITY: City Manager City of Winter Springs 1126 East State Road 434 Winter Springs, Florida 32708 (b) The parties may effect changes or substitution to the names and addresses of the contact persons, addressee or both by written notice to the other party, which notice may also be State Road 434 Streetscape Project Page 3 of 9 sent via facsimile transmission or electronic transmission, provided that a record of such communications is maintained by both parties. Section 7. Termination. Anything else in this Agreement to the contrary notwithstanding, this Agreement may be terminated by either party upon giving thirty (30) days written notice to the other party. Section 8. Insurance Requirements. Each party shall maintain adequate insurance coverage to protect its own interests and obligations under this Agreement. Section 9. Indemnification. (a) Each party to this Agreement is responsible for all personal injury and property damage attributable to the negligent acts or omissions arising out of this Agreement of that party and the officers, employees, and agents thereof. (b) The parties further agree that nothing contained herein may be construed or interpreted as denying to any party any remedy or defense available to such parties under the laws of the State of Florida, nor as a waiver of sovereign immunity of CRA and CITY beyond the waiver provided for in Section 768.28, Florida Statutes (2013), as this statute may be amended from time to time. (c) The waiver of a provision herein by either party will not constitute the fizrther waiver of said provision or the waiver of any other provision. Section 10. Independent Contractors. It is agreed that nothing herein contained is intended or should be construed as in any manner creating or establishing a relationship of copartners between the parties, or as constituting CITY, including its officers, employees, and agents, the agent, representative, or employee of CRA for any purpose, or in any manner, State Road 434 Streetscape Project Page 4 of 9 whatsoever. The parties are to be and shall remain independent contractors with respect to all services performed under this Agreement. Section 11. Disclaimer of Third Party Beneficiaries. This Agreement is solely for the benefit of the formal parties hereto and no right or cause of action will accrue under or by reason hereof to or for the benefit of any third party not a formal party hereto. Section 12. Equal Opportunity Employment. The parties agree that they shall not discriminate against any employee or applicant for employment under this Agreement because of race, color, religion, sex, age, national origin, or disability and shall take steps to ensure that applicants are employed, and employees are treated during employment, without regard to race, color, religion, sex, age, national origin, or disability. This provision includes, but is not limited to, the following: employment, upgrading, demotion, or transfer; recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Section 13. Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Florida and the parties consent to venue in the Circuit Court in and for Seminole County, Florida as to state actions and the United States District Court for the Middle District of Florida as to federal actions. Section 14. Force Majeure. In the event any party hereunder fails to satisfy in a timely manner any requirements imposed by this Agreement due to a hurricane, flood, tornado, or other act of God or force majeure, then this party will not be in default of this Agreement, provided that the party recommences performance when the event has ceased its effect. State Road 434 Streetscape Project Page 5 of 9 Section 15. Modifications, Amendments or Alterations. No modification, amendment, or alteration in the terms or conditions contained herein will be effective unless contained in a written document executed with the same formality and of equal dignity herewith. Section 16. Severability. If any part of this Agreement is found invalid or unenforceable by any court, such invalidity or unenforceability will not affect the other parts of this Agreement if the rights and obligations of the parties contained herein are not materially prejudiced and if the intentions of the parties can continue to be affected. To that end, this Agreement is declared severable. Section 17. Binding Effect. This Agreement is binding upon and inures to the benefit of the parties hereto and the successors in interest, transferees, and designees of the parties. Section 18. Public Records. Each party shall allow public access to all documents, papers, letters, or other materials which have been made or received in conjunction with this Agreement in accordance with Chapter 119, Florida Statutes (2013), as this statute may be amended from time to time. Section 19. Records and Audits. The parties agree to maintain all books, documents, papers, accounting records, and other evidences pertaining to work performed under this Agreement in such a manner as will readily conform to the terms of this Agreement and to make such materials available at all reasonable times during the Agreement period and for five (5) years from the date of final payment under the contract for audit or inspection. Section 20. Conflicts of Interest. (a) The parties agree that they shall not engage in any action that would create a conflict of interest in the performance of their obligations pursuant to this Agreement or which State Road 434 Streetscape Project Page 6 of 9 would violate or cause others to violate the provisions of Part III, Chapter 112, Florida Statutes (2013), as this statute may be amended from time to time, relating to ethics in government. (b) The parties hereby certify that no officer, agent or employee has any material interest (as defined in Section 112.312(15), Florida Statutes (2013), as this statute may be amended from time to time, as over 5 percent), either directly or indirectly, in the business of the party to be conducted hereunder; that no such person may have any such interest at any time during the term of this Agreement; and that no person may use any monies derived under this Agreement for lobbying the legislature in contravention of Section 216.347, Florida Statutes (2013), as this statute may be amended from time to time. The occurrence of an event of ethics violation as envisioned herein will be grounds for unilateral termination of this Agreement by the non - offending party. Section 21. Compliance with Laws and Regulations. In performing under this Agreement, the parties shall abide by all statutes, ordinances, rules, and regulations pertaining to or regulating the acts contemplated to be performed herein, including those now in effect and hereafter adopted. Any material violation of these statutes, ordinances, rules, or regulations will constitute a material breach of this Agreement and entitle the non - violating party to terminate this Agreement immediately upon delivery of written notice of termination to the violating party. Section 22. Dispute Resolution. CRA and CITY agree to follow and comply with any dispute resolution agreement between the parties and the provisions of Chapter 164, Florida Statutes (2013), as this statute may be amended from time to time, for any dispute arising from or relating to this Agreement. Section 23. Construction of Agreement. This Agreement may not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been State Road 434 Streetscape Project Page 7 of 9 prepared by counsel for one of the parties, it being recognized that each of the parties have contributed substantially and materially to the preparation. hereof. Section 24. Headings. All sections and descriptive headings in this Agreement are inserted for convenience only and do not affect the construction or interpretation hereof. Section 25. Entire Agreement. This Agreement states the entire understanding between the parties and supersedes any written or oral representations, statements, negotiations, or agreements to the contrary. This Agreement binds the parties, their assigns, and successors in interest. Section 26. Exhibits. Exhibits to this Agreement, if any, are deemed to be incorporated into this Agreement as if fully set forth verbatim into the body of this Agreement. Section 27. Counterparts. This Agreement may be executed in any number of counterparts each of which, when executed and delivered, shall be an original, but all counterparts shall together constitute one and the same instrument. [Balance of this page left intentionally blank; signatures on next page] State Road 434 Streetscape Project Page 8 of 9 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth below. ATTEST: „ CITY OF WINTER SPRINGS I By: ND ORENZO- LUACES, MMC CHA LES LAC r City Cl k Approved as to form and Legal s fficiency. ANTHONY A. GARGANESE City Attorney ATTEST: MA E MORSE Clerk to the Board of County Commissioners of Seminole County, Florida. For the use and reliance of Seminole County only. Approved as to form and legal sufficiency. County Attorney Attachments: Exhibit A — Scope of Services Date: January 15, 2015 US 17 -92 COMMUNITY REDEVELOPMENT AGENCY BRENDA CAREY, As authorized for execution by the US 17 -92 CRA at itsP.Uw , 20, regular meeting. MCC /DGS /dre 5/21/14 P: User. Legal Secretary CS13 Economic DevelopmentlCRA SR 434 Gateway Streetscape Project clean MW21)2014.doc State Road 434 /Florida Avenue Streetscape Project Page 9 of 9