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HomeMy WebLinkAbout1999 SJRWMD Telescopes Riverview ParkContract #SD611 AA AGREEMENT BETWEEN THE ST. JOHNS RIVER WATER MANAGEMENT DISTRICT AND CITY OF SEBASTIAN TO FURNISH AND INSTALL TWO OBSERVATIONAL TELESCOPES AT RIVERVIEW PARK THIS AGREEMENT is entered into by and between the GOVERNING BOARD of the ST. JOHNS RIVER WATER MANAGEMENT DISTRICT ("DISTRICT"), whose address is Post Office Box 1429, Palatka, Florida 32178-1429, and CITY OF SEBASTIAN ("CITY"), whose address is 1225 Main Street, Sebastian, Florida 32958. WITNESSETH THAT: WHEREAS, DISTRICT is a special taxing district created by the Florida Legislature and given those powers and responsibilities enumerated in Chapter 373, Fla. Stat., whose geographical boundaries encompass Indian River Lagoon; and WHEREAS, DISTRICT has determined that its needs will be best served by entering into an AGREEMENT for services that can be provided by CITY. NOW THEREFORE, in consideration of the payments here specified and which DISTRICT agrees to make, CITY agrees to furnish and deliver all materials, to do and perform all work and labor required to be furnished and delivered, done and performed to furnish and install two observational telescopes at Riverview Park, Contract #SD611AA. CITY agrees to complete the Work in conformity with the Contract Documents and all attachments as defined herein and on file at the St. Johns River Water Management District. The Contract Documents consist of the following items, including all modifications thereof incorporated in the Documents before their execution: AGREEMENT; EXHIBIT "A" - Scope of Work; and all attachments hereto. All attachments and Contract documents are part of this AGREEMENT as fully and with the same effect as if they had been set forth at length in the body of this AGREEMENT. ARTICLE I - SCOPE OF WORK All Work will be performed in accordance with EXHIBIT "A", SCOPE OF WORK, entitled, "Purchase and Install Two Observational Telescopes at Riverview Park," attached hereto and by reference made a part of this AGREEMENT. ARTICLE II - SCHEDULE OF WORK AND EFFECTIVE DATE The effective date of this AGREEMENT shall be this ~ day of I? ~ ¢ ~ g ¢ f~ 1999. Page 1 of 9 Contract #SD611AA CITY will be required to commence work under the Contract within fifteen (15) calendar days after the effective date of the AGREEMENT, to prosecute the Work diligently, and to complete the entire Work for use within eight (8) months of the Effective Date of the AGREEMENT, unless the date is extended by mutual agreement of the parties hereto. Time is of the essence. ARTICLE III - TERM This AGREEMENT shall expire at 12:00 midnight on the sixtieth day after the completion of the Work in accordance with the date established under ARTICLE II above. ARTICLE IV - LIABILITY AND INSURANCE Each party to the AGREEMENT is responsible for all personal injury and property damage attributable to the negligent acts or omissions of that party and the officers, employees and agents thereof. In addition, each party is subject to the provisions of Section 768.28, Fla. Stat. (1997). If CITY falls to comply with any of the terms, conditions, provisions, or stipulations of this Contract, DISTRICT may avail itself of any or all remedies provided in the Contract and shall have the fight and power to proceed in accordance with its provisions. Each party shall also acquire and maintain throughout the term of this AGREEMENT such general liability, automobile insurance, and workers' compensation insurance as required by their current roles and regulations. CITY hereby certifies to DISTRICT that the Work to be performed pursuant to this AGREEMENT does not and will not infringe on any patent rights. ARTICLE V - RESPONSIBILITIES OF CITY CITY's Project Manager shall be Linda Kinchen or her designee. C1TY shall follow the verbal and written direction of DISTRICT's Project Manager assigned to the work. All work authorized may be stopped by DISTRICT's Project Manager at any point, which shall not result in loss of payment to CITY for services performed up to the time the Work has ceased in accordance with this Contract. If CITY falls to perform under terms of this Contract, DISTRICT may elect to have CITY cease work until corrections are made at no additional cost to DISTRICT and with no allowance for extension of time or to terminate if CITY fails or refuses to comply with the terms of this AGREEMENT. Page 2 of 9 Contract #SD611AA CITY certifies it is an independent contractor and not DISTRICT's employee, nor are any of CITY's employees performing work under this AGREEMENT, DISTRICT employees. ARTICLE VI - RESPONSIBILITIES OF DISTRICT DISTRICT's Executive Director designates Troy Rice as Project Manager for purposes of directing CITY and maintaining coordination and review of the work. The Project Manager shall have sole and complete responsibility to transmit instructions, receive information, approve invoices, interpret and communicate DISTRICT policies and decisions with respect to all matters pertinent to CITY's services. The Project Manager and, as appropriate, other DISTRICT employees shall meet with CITY as necessary to provide decisions for the duration of the Work, as well as to review and comment on interim reports. No actions outside the Scope of Work shall be initiated by CITY without prior written authorization of the project manager; however emergency situations requiring action within less than twenty-four (24) hours may be granted verbally by the Project Manager and followed up in writing within seventy-two (72) hours. DISTRICT shall be available to C1TY to respond to questions regarding the project. As is further specified in this AGREEMENT, DISTRICT shall provide timely reviews of any and ail invoices and deliverables related to this AGREEMENT submitted by CITY. Upon the satisfactory completion of the Work, DISTRICT will provide a written statement to CITY accepting all deliverables. ARTICLE VII - DELIVERABLES Deliverables: CITY shall accomplish all services as stated in the Contract. Acknowledgments: CITY shall acknowledge in the project signage that the telescopes were purchased with funding assistance from the Indian River Lagoon License Plate Fund as follows: "This work is supported by the St. Johns River Water.Management District and Indian River Lagoon National Estuary Program, and partially funded by the United Indian River Lagoon License Plate Fund - Indian River County." ARTICLE VIII - COMPENSATION Amount of Funding: For satisfactory performance of the Work outlined in the Contract, DISTRICT agrees to pay CITY a sum in the amount not to exceed $3,300. Page 3 of 9 Contract #SD611AA Invoicing Procedure: All invoices shall reference the Contract Number provided on the first page of this AGREEMENT and shall be submitted to Director, Division of Financial Management, P. O. Box 1429, Palatka, Florida, 32178-1429. CITY shall submit one invoice for the work and bill as per the Project Budget included in EXHIBIT "A." Payments: DISTRICT shall pay CITY one hundred percent (100%) of the approved invoice within thirty (30) days of presentation. Payments due and unpaid under this AGREEMENT shall not bear interest. Release: CITY agrees that acceptance of the payment, shall be considered as a release in full of all claims against DISTRICT or any of its members, agents, and employees, arising out of, or by reason of, the Work done and materials furnished under this AGREEMENT. Prior to, or in conjunction with final payment, DISTRICT shall review and determine that CITY has fully and satisfactorily completed the required Work under this AGREEMENT. If DISTRICT determines that CITY has complied with the terms and conditions of this AGREEMENT, then acceptance of final payment by CITY shall be considered as a release in full of all claims by DISTRICT against CITY, or any of its members, agents and employees, arising out of, or by any reason of, the Work to be done and materials furnished under this AGREEMENT. ARTICLE IX - SUBCONTRACTING CITY shall not sublet, assign, or transfer any work under this AGREEMENT without the written consent of DISTRICT. When applicable, and upon receipt of such consent in writing, CITY shall cause the names of the firms responsible for such portions of the work to appear on the work. CITY agrees to notify DISTRICT of all subcontracts no less than ten (10) calendar days prior to the effective date of the subcontracts for the purpose of approval. CITY agrees to provide DISTRICT with an executed copy of all subcontracts within ten (10) calendar days after the effective date of the subcontract. CITY agrees to be responsible for the fulfilhnent of all work elements included in the subcontracts and agrees to be responsible for the payment of all monies due under any subcontract and hold DISTRICT harmless from any liability or damages arising under or from any subcontract to the extent allowed by law. Nothing in this AGREEMENT shall create any contractual relationship between any subcontractor and DISTRICT. ARTICLE X - ASSIGNMENT CITY shall not assign the Contract or sublet it as a whole without the written consent of DISTRICT nor shall CITY assign any moneys due or to become due to it hereunder, without the previous written consent of DISTRICT. Page 4 of 9 Contract #SD611AA ARTICLE XI - CHANGES IN SERVICE REQUIREMENTS DISTRICT and CITY may at any time, by mutual written agreement in the form of an amendment to this AGREEMENT, make changes within the general scope of this AGREEMENT in the services or work to be provided. Neither party to this AGREEMENT shall unreasonably withhold consent to any written amendment to this AGREEMENT. ARTICLE XII - INTEREST OF CITY Unless otherwise declared in an addendum, CITY certifies that no officer, agent, or employee of DISTRICT has any material interest (as defined in Chapter 112, Fla. Stat., as amended) either directly or indirectly, in the business of CITY to be conducted hem, and that no such person shall have any such interest at any time during the term of this AGREEMENT. ARTICLE XIH - CANCELLATION Each party to this AGREEMENT reserves the right to unilaterally cancel this AGREEMENT for refusal by the other party to allow public access to all documents, papers, letters, or other material related to this AGREEMENT and subject to the provisions of Chapter 119, Fla. Stat., as amended. B4 ARTICLE XIV - AUDIT: ACCESS TO RECORDS CITY agrees that DISTRICT or its duly authorized representatives shall, until the expiration of three (3) years after expenditure of funds under this AGREEMENT, have access to examine any of CITY's books, documents, papers, and records involving transactions related to this AGREEMENT. CITY agrees that payment(s) made under this AGREEMENT shall be subject to reduction for amounts charged which are found on the basis of audit examination not to constitute allowable costs. CITY shall refund by check, payable to DISTRICT, the amount of any reduction of payments. All required records shall be maintained until an audit has been completed and all questions arising from it are resolved or until three (3) years after completion of the Work and submission of a final invoice, whichever is sooner. CITY will provide proper facilities for access to and inspection of all required records. ARTICLE XV . CONFLICTING EMPLOYMENT CITY agrees that at the time of execution of this Contract it has no retainer or employment AGREEMENT, oral or written, with any third party relating to any matters which Page 5 of 9 Contract #SD611 AA adversely affect any interest or position of DISTRICT. CITY shall not accept during the terms of this Contract any retainer or employment from a third party whose interests appear to be conflicting or inconsistent with those of DISTRICT. Notwithstanding the foregoing paragraph, CITY may accept retainers from or be employed by third parties whose interests appear conflicting or inconsistent with those of DISTRICT if, after full written disclosure of the facts to DISTRICT, DISTRICT determines that the apparent conflict shall not interfere with the performance of the Work by CITY. ARTICLE XVI - CIVIL RIGHTS Pursuant to Chapter 760, Fla. Stat., CITY shall not discr'urrinate against any employee or applicant for employment because of race, color, religion, sex, or national origin, age, handicap or marital status. ARTICLE XVII - NON-LOBBYING Pursuant to Section 216.347, Fla. Stat., C1TY hereby agrees that monies received from DISTRICT on this Contract will not be used for the purpose of lobbying the Legislature or any other state agency. ARTICLE XVHI - TERMINATIONS Termination for Default: This AGREEMENT may be terminated in whole or in part in writing by either party in the event of substantial failure by the other party to fulfill its obligations under this AGREEMENT through no fault of the terminating party, provided that no termination may be effected unless the other party is given: (1) not less than ten (10) calendar days written notice delivered by certified mail, return receipt requested, and (2) an opportunity for consultation with the other party prior to term/nation. Termination for Convenience: This AGREEMENT may be terminated in whole or in part in writing by either party provided that the other party is given: (1) not less than thirty (30) calendar days written notice delivered by certified mail, return receipt requested, of intent to terminate, and (2) an opportunity for consultation prior to termination. If termination for CITY's default is effected by DISTRICT, an equitable adjustment in the price provided for in this AGREEMENT shall be made, but (1) no amount shall be allowed for unperformed services, and (2) any payment due to CITY at the time of termination shall be adjusted to cover any additional costs to DISTRICT because of CITY's default. If termination for DISTRICT's default is effected by CITY, or if termination for convenience is effected by DISTRICT, the equitable adjustment shall Page 6 of 9 Contract #SD611 AA F4 provide for payment of all services, materials, and costs, including prior commitment incurred by CITY up to the termination date. Upon receipt of a termination action under paragraphs "A" or "B" above, CITY shall: (2) Promptly discontinue all affected work (unless the notice directs otherwise), and deliver or otherwise make available ail data, drawings, specifications, reports, estimates, summaries, and such other information and materials as may have been accumulated by CITY in performing this AGREEMENT, whether completed or in process. Upon termination under Paragraphs "A" or "B" above, DISTRICT may take over the work or may award another party a contract to complete the work. If, after termination for failure of CITY to fulfill contractual obligations, it is determined that CITY had not failed to fulfill contractual obligations, the termination shall be deemed to have been for the convenience of DISTRICT. In such event, the adjustment of compensation shall be made as provided in Paragraph "C" of this section. ARTICLE XlX - GOVERNING LAW This AGREEMENT shall be construed and interpreted according to the laws of the State of Florida, ARTICLE XX - CONSTRUCTION OF AGREEMENT 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 both parties, DISTRICT and CITY, have contributed substantially and materially to the preparation hereof. ARTICLE XXI - ENTIRE AGREEMENT This AGREEMENT upon execution by CITY and DISTRICT, and the contract documents constitute the entire Agreement of the partieS. The parties are not bound by any stipulations, representations, agreements, or promises, oral or otherwise, not printed or inserted in this AGREEMENT. CITY agrees that no representations have been made by DISTRICT to induce CITY to enter into this AGREEMENT other than as expressly stated by this AGREEMENT. This AGREEMENT cannot be changed orally, nor by any means other than written amendments referencing this AGREEMENT and signed by ail parties. Page 7 of 9 Contract #SD61 iAA IN WITNESS WHEREOF, the ST. JOHNS RIVER WATER MANAGEMENT DISTRICT has caused this contract to be executed in its name by its Executive Director and the CITY OF SEBASTIAN has caused this contract to be executed in its name by its duly authorized representatives, and, if appropriate, has caused its seal to be attached, all on the day and year first above written. ST. JOHNS RIVER WATER MANAGEMENT DISTRICT C1TY OF SEBASTIAN By: Henry?~, Exde~u~i~e DXn'ector APPRO~D 1~ OFFICE OF GENERAL COUNSEL ~-John"~.. ~ill~'"~s, ~p~'ty'~SL~'fi~rneral Counsel VSt. Johns River Water Management District Page 8 of 9 Contract #SD611AA EXHIBIT "A" - SCOPE OF WORK FURNISH AND INSTALL TWO OBSERVATIONAL TELESCOPES AT RIVERVIEW PARK I. INTRODUCTION The City of Sebastian, in cooperation with DISTRICT, has completed a shoreline restoration project (g951266) at Riverview Park along the shore of the Indian River Lagoon (IRL). This project included the creation of an oyster wavebreak and coquina rock shoreline revetment with mangrove plantings. As part of this project CITY constructed a boardwalk and observation pier at the site. In 1997, DISTRICT provided support to the Sebastian Watershed Action Committee (~7W348) to build three educational interpretive display panels at Riverview Park highlighting the rich diversity of life supported by the IRL; the importance of Pelican Island as the birthplace of the National Wildlife Refuge System; and an artistic description of the shoreline restoration project recently completed. Riverview Park is located on the western shoreline of the IRL at the end of Main Street, near U.S. Highway 1. The park receives extensive use by both residents and visitors throughout the year as an active recreational fishing location and passive viewing site of the Lagoon. II. SCOPE CITY will furnish and install two (2) Mark I Telescopes on the observational pier to afford visitors a close-up view of the historic Pelican Island National Wildlife Refuge, the bird rookery on Pelican Island and the abundant wildlife in the area. This addition to the park will serve as an educational tool to allow the public an up-close view of the Lagoon's fragile ecosystem and uniqueness. CITY requests DISTRICT provide 50% of the funding towards the purchase of the two telescopes. C1TY will purchase the other scope and perform the installation of the scopes at the pier with signage indicating the scopes were purchased through funding assistance from the IRL License Plate Fund. The telescopes will be secured to the observation pier so as to prevent theft or vandalism in a well lighted area. CITY will provide the labor and supplies for the installation of the telescopes. HI. BUDGET ITEM UNIT COST CITY DISTRICT 2 Mark I Telescopes Supplies for Scopes Labor to install TOTAL $ 3,300 $ 3,300 $ 3,300 $ 50 $ 100 $ 250 $ 250 $ 3,650 $ 3,300 e9of9