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1282 - 17-92 CRA (13th St)hereinafter referred to as the "CRA ", and CITY OF SANFORD, whose mailing address is P.O. Box 1788, Sanford, Florida 32772 -1788, hereinafter referred to as the "CITY" for the purpose of facilitating CITY's and CRA's 13` h Street Beautification Project. W I T N E S S E T H: WHEREAS, CRA and CITY are mutually desirous of entering into a cooperative venture to complete a streetscape beautification project along West 13` Street in Sanford from the CITY's new Public Safety :r Building to US 17 -92; and WHEREAS, CRA and CITY have each agreed to mutual obligations to make the 13` Street Beautification Project ( "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, which authorizes the exercise by 13` Street Beautification Project Page 1 of 10 /82 r X1, 13 STREET BEAUTIFICATION PROJECT CITY OF SANFORD /US 17 -92 CRA THIS AGRE is made and executed this day of 20 / , by and between the US 17 -92 COMMUNITY REDEVELOPMENT AGENCY, whose address is 1101 East First Street, Sanford, Florida, 32771, hereinafter referred to as the "CRA ", and CITY OF SANFORD, whose mailing address is P.O. Box 1788, Sanford, Florida 32772 -1788, hereinafter referred to as the "CITY" for the purpose of facilitating CITY's and CRA's 13` h Street Beautification Project. W I T N E S S E T H: WHEREAS, CRA and CITY are mutually desirous of entering into a cooperative venture to complete a streetscape beautification project along West 13` Street in Sanford from the CITY's new Public Safety :r Building to US 17 -92; and WHEREAS, CRA and CITY have each agreed to mutual obligations to make the 13` Street Beautification Project ( "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, which authorizes the exercise by 13` Street Beautification Project Page 1 of 10 Agreement of two (2) or more public agencies of any power common to them, 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. 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 13` Street Beautification Project. r SECTION 3. TERM. The init44 arm of this Agreement begins upon execution of this Agreement by the parties and shall remain in effect for a period of six (6) years or until terminated by either party after first giving thirty (30) days written notice. SECTION 4. CITY'S RESPONSIBILITIES. (a) CITY will be responsible for coordinating and hiring all contractors involved in the Project and securing the necessary permits from inception to completion of the Project. (b) Completion of the 13` Street Beautification Project as outlined in the Scope of Services, attached hereto as Exhibit "A ". (c) Ensuring that the plantings shall be drought tolerant /low maintenance plantings and that the soil has the organic composition to sustain the plant life being proposed as determined by the CRA. 13" Street Beautification Project Page 2 of 10 (d) Ensuring that the lighting used in the Project meets all FDOT requirements and is energy efficient. (e) Payment of any and all cost overrun beyond the FOUR HUNDRED THOUSAND AND NO 1100 DOLLARS ($400,000.00) to be paid by the CITY for this Project. SECTION 5. CRA'S RESPONSIBILITIES. (a) CRA will reimburse the CITY for the work as outlined in Exhibit "A ". The reimbursement will be as follows: one -third (1/3) up front, one -third (1/3) at mid - point, and one -third (1/3) at the conclusion of the Project. Project will not exceed the figure of FOUR HUNDRED THOUSAND AND N01100 DOLLARS ($400,000.00). (b) Upon approval of the Interlocal Agreement by both parties, the sum of NINE THOUSAND SIX HUNDRED FIFTY AND N01100 DOLLARS ($9,650.00) shall be paid by t to the CITY out of the FOUR HUNDRED THOUSAND AND NO 1100 DOLLARS ($400,000.00) to hire Herbert Bellomo Landscape Architects for conceptual drawings, landscape architectural plans and cost estimates for the Project as described in Exhibit "B ". (c) Upon satisfactory completion of the Scope of Services, the final Project design, Scope of Services, Project costs and deliverables will be reviewed and approved by the TAC, RPA and CRA before the Project can commence. (d) The final one -third (1/3) of the reimbursement will be released when the Project is deemed completed by the CRA. The CITY is responsible to submit all receipts or lien releases for all work completed when seeking final reimbursement. 13 CII Street Beautification Project Page 3 of 10 (e) The CRA will reimburse the CITY for maintenance and upkeep for the landscaping referenced in Exhibit "A" for a period of two (2) years from the completion date not to exceed EIGHT THOUSAND AND NO /100 DOLLARS ($8,000.00) annually. Payments will be disbursed in three (3) installments every fourth (4` month. It will be the responsibility of the CITY to invoice the CRA for payment. SECTION 6. MAINTENANCE OF PROJECT. The parties agree that the Project improvements and location shall be maintained for a minimum period of five (S) years from the date of completion with maintenance and upkeep to be the responsibility of the CITY. SECTION 7. 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, sr' �ssed to the party for whom it is �.. intended at the place last specified. 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 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 E. First Street Sanford, FL 32771 For CITY: City Manager City of Sanford P.O. Box 1788 Sanford, FL 32772 -1788 13 Street Beautification Project Page 4 of 10 (b) The parties may effect changes or substitution to the names and addresses of the contact persons by written notice to the other party which notice can also be sent via facsimile transmission, provided that a record of such communications shall be maintained by both parties. SECTIONS. 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 9. INSURANCE REQUIREMENTS. Each party shall maintain adequate insurance coverage to protect its own interests and obligations under this Agreement. SECTION 10. INDEMNIFICATION. (a) Each party to this Agreement is responsible for all personal injury and property damage at ble 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 shall 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. (c) The waiver of a provision herein by either party shall not constitute the further waiver of said provision or the waiver of any other provision. SECTION 11. INDEPENDENT CONTRACTORS. It is agreed that nothing herein contained is intended or should be construed as in any manner 13 C° Street Beautification Project Page 5 of 10 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, whatsoever. The parties are to be and shall remain independent contractors with respect to all services performed under this Agreement. SECTION 12. DISCLAIMER OF THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the formal parties hereto and no right or cause of action shall accrue under or by reason hereof to or for the benefit of any third party not a formal party hereto. SECTION 13. EQUAL OPPORTUNITY EMPLOYMENT. The parties agree that they will not discriminate against any employee or applicant for employment for work under this A reement because of race, color, religion, sex, age, national ori 1 r disability and will 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 shall include, but not be 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 14. GOVERNING LAW. This Agreement shall be 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. 13` Street Beautification Project Page 6 of 10 SECTION 15. INTERPRETATIONS. In the event any provision of this Agreement conflicts with, or appears to conflict with, the other terms of this Agreement including exhibits or attachments hereto, if any, this Agreement shall be interpreted as a whole to resolve any inconsistency. The parties agree to engage in positive and constructive communication to ensure that the positive collaboration of the parties occurs. SECTION 16. 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 said party shall not be in default hereunder provided, however, that performance shall recommence upon such event ceasing its effect. SECTION 17. MODIFICATIO S OR ALTERATIONS. No modification, amendment, or al n in 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. SECTION 18. SEVERABILITY. If any part of this Agreement is found invalid or unenforceable by any court, such invalidity or unenforceability shall 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 19. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors in interest, transferees, and designees of the parties. 13` Street Beautification Project Page 7 of 10 SECTION 20. 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. SECTION 21. 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 22. Conflicts Of Interest. (a) The parties agree tha they will not engage in any action that would create a conflict of est in the performance of their obligations pursuant to this Agreement or which would violate or cause others to violate the provisions of Part III, Chapter 112, Florida Statutes, 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, as over 5 percent), either directly or indirectly, in the business of the party to be conducted hereunder; that no such person shall have any such interest at any time during the term of this Agreement; and that no person shall use any monies derived under this Agreement for lobbying the legislature in contravention of Section 216.347, Florida Statutes. The occurrence of an event of 13` Street Beautification Project Page 8 of 10 ethics violation as envisioned herein shall be grounds for unilateral termination of this Agreement by the non - offending party. SECTION 23. 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 said statutes, ordinances, rules, or regulations shall 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 24. DISPUTE RESOLUTION. Disputes shall be resolved in accordance with any dispute res agreements pertaining to the parties and the provisions of Chas4 �4, Florida Statutes. SECTION 25. CONSTRUCTION OF AGREII1ENT. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been 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 26. HEADINGS. All sections and descriptive headings in this Agreement are inserted for convenience only and shall not affect the construction or interpretation hereof. SECTION 27. ENTIRE AG REEMENT . This Agreement states the entire understanding between the parties and supersedes any written or oral representations, statements, negotiations, or agreements to the 13" Street Beautification Project Page 9 of 10 contrary. This Agreement shall bind the parties, their assigns, and successors in interest. SECTION 28. EXHIBITS. Exhibits to this Agreement, if any, shall be deemed to be incorporated into this Agreement as if fully set forth verbatim into the body of this Agreement. SECTION 29. 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. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth below. ATTEST: CITY OF SANFORD ET R. DOUGHERTY, Ci y Clerk 1 LIND KUHN, Mayor Date: Approved as to form and / legal sufficiency. A TOLBERT, P�ktorney A) A) G By: Approved as form and Date: legal L c . Ll Cou Atto ney AC /lpk 6/9/09 P: \Users \Legal Secretary CSB \Economic Development \13th Street Beautification.doc Attachments: Exhibit "A" - Scope of Services Exhibit "B" - Scope of Services - Landscape Architect 13' Street Beautification Project Page 10 of 10 ƒ \ � 0 I:c - N a_ a w - 4 c m m m m■ o o - u# § § 4 o ■ ■ 0 0 2� 2 � � � � � � � � k � ■ � K k k) © i o o © ƒ 1 0 90 ■ e , 2 E § 2 § % / 2 2 k c � ) k � 2 / } � ° 2 � & ° � £ 7 , v § 0 � � 2 § J a § / ■ c 0 k n a 0 ° 0 0 0 � � a \ k - � rn 0 0 0 o O o o£ to to s C C 1 4 t .6 A_ � 9 n � z � m > UP ¢ c � > 2 c m g � o o o 4A '0CC � 0 $ 2 ■ j EXHIBIT "B" SCOPE OF SERVICES PROJECT: 13 STREET STREETSCAPE REQUESTED SERVICES Bellomo- Herbert & Company, Inc. (hereinafter referred to as the LANDSCAPE ARCHITECT) and the City of Sanford (hereinafter referred to as the CITY) hereby agree as follows: I. DESCRIPTION OF WORK Following the completion of a Corridor study for the streetscape of 13` Street, the LANDSCAPE ARCHITECT has been requested by the CITY to provide professional landscape architectural services to the CITY for a conceptual streetscape design for 13' Street from Lake Avenue to include the intersection of 17 -92. II. GENERAL SCOPE OF THE WORK The part of the Project for which the LANDSCAPE ARCHITECT is to perform services is generally described as follows: A. TASK 1 — SITE VISIT 1. The LANDSCAPE ARCHITECT shall attend a site meeting with the city to walk the corridor to get a better understanding of the potential opportunities and constrains. Tree selection, placement, bulb -outs, etc will be discussed to further develop the conceptual streetscape plan. B. TASK 2 — CONCEPTUAL DESIGN 1. The LANDSCAPE ARCHITECT will take all the information received during the site visit and prepare a conceptual streetscape layout over an aerial as well as two typical sections for the street to clearly show the design intent for this corridor. The plan will be submitted to the city for their review. 2. The LANDSCAPE ARCHITECT will provide estimates of probable cost for the layout. 3. The LANDSAPE ARCHITECT will be available two (2) times to meet with the city to review the design. C. TASK 3 — PUBLIC MEETING The LANDSCAPE ARCHITECT shall attend one public meeting to present the conceptual streetscape design. D. TASK 4 — PLAN REVISIONS & RENDERING Work Order #1— 13' Street Streetscaape March 17.2009 7 1. At the direction of the City staff, the LANDSCAPE ARCHITECT will make changes to the conceptual streetscape plan and prepare a final colored rendering for use by the city. 2. The LANDSCAPE ARCHITECT will provide a final estimate of probable cost for the design. III. COMPENSATION As compensation for the above described work, the LANDSCAPE ARCHITECT shall receive lump sum professional services fees of $9,650.00 as broken out below. • Task 1 — Site Visit $1,500.00 • Task 2 — Conceptual Design $5,700.00 • Task 3 — Public Meeting $ 600.00 • Task 4 — Revision & Rendering $1,850.00 IV. ADDITIONAL SERVICES Additional Services beyond the basic services provided by the LANDSCAPE ARCHITECT and outlined herein shall be compensated as outlined in the Prime Agreement. Work Order #1 -13 Street StreetMe March 17.2009