Loading...
HomeMy WebLinkAboutWyman Fields Foundation CDBG Subcontract 2000 08 31 ( CITY OF WINTER SPRINGS, FLORIDA CDBGSUBCONTRACTAGREEMENT THIS CDBG SUBCONTRACT AGREEMENT ("Agreement") is made and entered into as ofthe 31S;"" day OfL&~t.4=-, 2000, by and between the CITY OF WINTER SPRINGS, a Florida Municipal Corpo tion, and WYMAN FIELDS FOUNDATION, INC., a Florida Not For Profit Corporation ("Subcontractor"). WITNESSETH: WHEREAS, City ofWmter Springs is currently a party to that certain lnterlocal Agreement between Seminole County and the City of Winter Springs, dated the -1....;L day of February 2000 for purposes of implementing the Community Development Block Grant Program (Program Year 1999/2000)for infrastructure improvements within the City of Winter Springs to benefit low and moderate income residents of Seminole County, Florida ("CDBG Agreement"); and WHEREAS, Section 17 of the CDBG Agreement permits the City to subcontract the performance of activities required to be performed by the City as set forth therein; and WHEREAS, Subcontractor desires to subcontract with City to perform the activities set forth in the CDBG Agreement; and WHEREAS, Subcontractor represents and warrants to City that they have the personnel, tools, materials, and experience to perform the activities set forth in the CDBG Agreement. NOW THEREFORE, in consideration of the provisions contained in this Agreement, and other good and valuable consideration in which the parties acknowledge has been received, the parties agree as follows: 1.0 Incorporation of Recitals: The foregoing recitals are true and correct and by this reference are fully incorporated into this Agreement. 2.0 Subcontract: In accordance with Section 17 of the CDBG Agreement, the City hereby subcontracts the activities described in Exhibit "A" of the CDBG Agreement (and all other obligations contained in the CDBG Agreement) to Subcontractor and Subcontractor shall comply with all terms and conditions and all applicable laws, rules and regulations set forth in the CDBG Agreement, as if Subcontractor was an original named party of the CDBG Agreement instead of the City. The CDBG Agreement, and Exhibits "A", "B", "C", "D", and "E" , are attached hereto as Exhibit "1" and fully made apart ofthis CDBG Agreement by this reference. 3.0 Permits. Subcontractor shall obtain all local, state, and federal pennits necessary to perform the activities required by the CDBG Agreement. ( 4.0 Subcontractor Payment and Expenses. There shall be no payment of any kind due Subcontractor by City for the activities performed under this Agreement. Subcontractor sole remuneration for all activities performed under this Agreement shall be reimbursement.for the cost of providing professional construction administration services for engineering and design of street lights, repaving and sidewalks and associated infrastructure improvements to benefit low and moderate income residents of Winter Springs pursuant to the terms and conditions of the CDBG Agreement and this Agreement. 5.0 Due Diligence. Subcontractor acknowledges that they have investigated the requirements of the CDBG Agreement and this Agreement prior to the execution of this Agreement and are satisfied as to the conditions affecting the activities required, the availability of materials and labor, the cost thereof, the requirements to obtain necessary insurance, permits, professional services, and the steps necessary to complete the services within the time set forth in the CDBG Agreement. The Subcontractor warrant unto the City that they have the competence and abilities to carefully, professionally, and faithfully complete the activities under this Agreement and the CDBG Agreement in the manner proscribed in said Agreements. The Subcontractor will perform the activities under this Agreement and the CDBG Agreement with due and reasonable diligence consistent with sound professional and labor practices. 7.0 Miscellaneous: 7.1 Time is of the Essence. Time is of the essence of this Agreement. 7.2 Non-Business Day. In the event that any period of time as set forth in this Agreement expires or any date herein occurs on a Saturday, Sunday, holiday or other non-business day, then such date shall automatically extend to 5:00 p.m. on the next subsequent business day. 7.3 No Assignment. This Agreement shall not be assigned or transferred. 7.4 Third Party Rights. This Agreement is not a third party beneficiary contract and shall not in any respect whatsoever create any rights on behalf of any party not expressly a party to this Agreement. 7.5 Further Assurances. From and after the execution of this Agreement, each ofthe parties hereto shall fully cooperate with each other and perform any further act(s) and execute and deliver any further documents which may be necessary or desirable in order to carry out the purposes and intentions of this Agreement. 7.6 Legal Representation. The parties acknowledge that Anthony A. Garganese, Esquire, and Amari & Theriac, P.A., and the other attorneys therein, have acted as counsel for City in connection with this Agreement and the transactions contemplated herein, and has not given legal advice to any party hereto other than City. 2 ( 7.7 Severability. If any provision of this Agreement is held to be invalid, void, or, unenforceable, the remaining provisions shall nevertheless remain in full force and effect, unless the absence of the invalid, void or unenforceable provision or provisions causes this Agreement to fail in its essential purposes. 7.8 Governing Law and Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. The parties further agree that in any dispute between them relating to this Agreement, exclusive jurisdiction shall be in the trial courts located in Seminole County, Florida, any objections as to jurisdiction or venue in such courts being expressly waived. 7.9 Attorney's Fees. In the event any litigation or controversy arises out of or in connection with this Agreement between the parties hereto, the prevailing party in such litigation or controversy shall be entitled to recover from the other party or parties all reasonable attorney's fees and paralegal fees, expenses and suit costs, including those associated with any appellate or post-judgment collection proceedings. 7.10 Non-Waiver. No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right, unless otherwise expressly provided herein. 7.11 Notices. Section 26 of the CDBG Agreement is hereby amended to include: For Subcontractor: Candice Birle, CEO 207 Moss Road North, Suite 105 Winter Springs, Florida 32708 (407) 327-0408; Fax: (407) 327-0308 7.12 Public Record. It is hereby specifically agreed that any record, document, computerized information and program, audio or video tape, photograph, or other writing of the Subcontractor related, directly or indirectly, to this Agreement and the CDBG Agreement, may be deemed to be a Public Record whether in the possession or control of the City or Subcontractor. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of the Subcontractor is subject to the provisions of Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of the City. Upon request by the City, the Subcontractor shall promptly supply copies of said public records to the City. All books, cards, registers, receipts, documents, and other papers in connection with this Agreement and the CDBG Agreement shall during normal business hours of Subcontractor be open and freely exhibited to the City for the purpose of 3 ( examination and/or audit. 7.13 Interpretation. The City and Subcontractor have participated in the drafting ofal! parts of this Agreement. As a result, it is the intent of the parties that no portion of this Agreement shall be interpreted more harsWy against either of the parties as the drafter. 7.14 Independent Subcontractor. Subcontractor shall be considered independent Subcontractor under this Agreement and the CDBG Agreement. 8.0 Entire Agreement. This Agreement represents the entire and integrated Agreement between the parties and supersedes all prior negotiations, representations, or Agreements, either oral or written, and all such matters shall be deemed merged into this Agreement. 9.0 Sovereign Immunity. Nothing contained in this Agreement shall be construed as a waiver of the City's right to sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed on the City's potential liability under state or federal law. 10.0 General Liability Insurance. For all acts and activities performed hereunder, the Subcontractor shall purchase and maintain, at its own expense, such general liability insurance and automobile liability insurance to cover claims for damages because of bodily injury or death of any person or property damage arising in any way out of the activities performed by Subcontractor under this Agreement and the CDBG Agreement. The insurance shall have minimum limits of coverage of $1,000,000.00 per occurrence combined single limit for bodily injury liability and property damage. This shall include, but not be limited to, automobile liability of owned vehicles, hired and non-owned vehicles, and employee non-ownership. All insurance coverage shall be with insurer(s) approved by the City Manager and licensed by the State of Florida to engage in the business of writing of insurance. The City shall be named on the foregoing insurance policies as "additional insured." The Subcontractor shall cause its insurance carriers to furnish insurance certificates and endorsements specifying the types and amounts of coverage in effect pursuant hereto, the expiration dates of such policies, and a statement that no insurance under such policies will be canceled without thirty (30) days prior written notice to the City in compliance with other provisions of this Agreement. If the City has any objection to the coverage afforded by or other provision of the insurance required to be purchased and maintained by the Subcontractor in accordance with this paragraph on the basis of its not complying with the Agreement, the City shall notify the Subcontractor in writing thereof within thirty (30) days of the date of delivery of such certificates and endorsements to the City. For all acts and activities performed pursuant to this Agreement and the CnBG Agreement, the Subcontractor shall continuously maintain such insurance in the amounts, type, and quality as required by this paragraph. 11.0 Indemnification and Hold Harmless. To the fullest extent permitted by law, the Subcontractor agrees to indemnifY and hold harmless the City and Seminole County and their \, 4 respective employees, officers, and attorneys from and against all claims, losses, damages, personal uyuries (including but not limited to death), or liability (including reasonable attorney's fees through any and all administrative, trial, post judgment and appellate proceedings), directly or indirectly arising from the negligent acts, errors, omissions, intentional or otherwise, arising out of or resulting from their performance of the activities and obligations required by this Agreement and the CDBG Agreement and/or Subcontractor's failure to comply with any term of this Agreement and the CDBG Agreement. The indemnification provided above shall obligate the Subcontractor to defend at its own expense or to provide for such defense, at the sole option of the City, as the case may be, of any and all claims of liability and all suits and actions of every name and description that may be brought against the City or its employees, officers, and attorneys which may result from the Subcontractor's performance of the activities and the terms and conditions under this Agreement and the CDBG Agreement whether said performance is by the Subcontractor or anyone directly or indirectly employed or hired by them In all events the City shall be permitted to choose legal counsel of its sole choice, the fees for which shall be subject to and included with this indemnification provided herein, as long as said fees are reasonable. This indemnification shall survive the termination of this Agreement. 12.0 Standard of Care. In performing hereunder, the Subcontractor shall use that degree of care and skill ordinarily exercised, under similar circumstances by reputable members of their profession practicing in the same or similar locality. 13.0 Termination. This Agreement may be terminated by City at any time with or without cause. 14.0 Term. The term ofthis Agreement shall be from the effective date until the full completion and satisfaction of the terms and conditions of this Agreement and the CDBG Agreement by all parties or the termination of this Agreement pursuant to paragraph 13.0. 15.0 Subcontractor's Signatory. The person executing this Agreement on behalf of Subcontractor hereby represents and warrant that helshe has the full authority to sign the Agreement on behalf of the Subcontractor and to fully bind the Subcontractor to the terms and conditions set forth in this Agreement and the CnBG Agreement. [This portion intentionally left blank] 5 ( \., IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above. CITY: SUBCONTRACTOR: CITY .OF wUvrER SPRINGS, FLORIDA: WYMAN FIELDS FOUNDATiON, INC. .BY.~M??l~ Ron Mclemore, City' Manager Dat~: g'~1-()o. B~:Ii~~Jh. eLl) Candace Bide, EO / Date: 8 ~J 1-6t:) 6