Veterans Memorial Park Prepared by & return to:
Neill W. McArthur, Jr.
117 West Duvat Street,
Suite 480
Jacksonville, FL 32202
AGREEMENT
BETWEEN
THE CITY OF JACKSONVILLE
AND
THE CITY OF ATLANTIC BEACH
FOR
FUNDING ASSISTANCE FOR THE PHASE 1
BUILDOUT OF VETERANS, MEMORIAL PARK
THIS AGREEMENT, is made and entered into this 2-O day of 12,1theA_____
2010 (hereinafter referred to as the "Effective Date "), by and between the CITY OF
JACKSONVILLE (hereinafter referred to as "COJ "), a municipal corporation in Duval County,
Florida, with principal office at 117 West Duval Street, Jacksonville, Florida 32202 and the
CITY OF ATLANTIC BEACH (hereinafter referred to as "COAB "), a municipal corporation in
Duval County, Florida with principal office at 800 Seminole Road, Atlantic Beach, FL 32233,
for funding assistance funding assistance for the Phase 1 buildout of Veterans' Memorial Park
(hereinafter referred to as the "Project ").
RECITALS:
WHEREAS, this Agreement is prepared in conformity with the authority and
requirements of Section 106.315 of COJ's Ordinance Code; and
WHEREAS, funding, in the amount of $50,000.00, is provided from COJ District 13
Bond funds as authorized by Section 106.315, Ordinance Code for the purpose of the Project, as
more particularly described herein; and
WHEREAS, the Project will be open to and shall be for the benefit of the public as a
public park located on publically owned land; and
WHEREAS, COAB's contribution to the Project includes site contribution, Project
coordination, Project maintenance and upkeep; and
WHEREAS, it is in the parties' best interest to make and enter into this Agreement, as
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required by Section 106.315 of COJ's Ordinance Code specifying each party's rights, duties,
obligations and critical dates, with respect to the Project; now therefore
IN CONSIDERATION of the mutual promises contained herein and for other good and
sufficient consideration, the parties agree that:
1. Incorporation of Recitals. The above stated recitals are accurate, true and correct
and, by this reference, are incorporated herein and made a part hereof.
2. Description of Project. The Project includes provision of City Council District 13
funding for the Project. Construction services for the Project, will be purchased by COAB, and
are more particularly described and detailed in 'Exhibit "A ", attached hereto and, by this
reference, made a part hereof.
3. Term. This Agreement shall become effective on the Effective Date and shall
continue in full force until the Project completion date, unless terminated earlier as provided in
this Agreement; provided however, as required by Section 106.315(a)(2)(iii)1,of the COJ
Ordinance Code, the Project completion date shall be no later than December 31, 2011.
4. Assistance with Funding the Project. The CITY shall provide funding, in a
total amount not -to- exceed FIFTY THOUSAND AND 00/100 DOLLARS ($50,000.00) to the
RECIPIENT for the purpose of the Project. COAB shall spend this funding, provided, by COJ,
only on the Project and for no other matters. Expenditure of the funds on any other matter than
the Project; or in any other manner than expressed herein shall be a material breach and default
of this Agreement and shall result in refunds as specified in this Agreement.
5. COAB Compliance. As required by Section 106.315(a)(2)(iii)3, of the COJ
Ordinance Code, COAB shall comply with all applicable bond covenants /restrictions, federal,
state, and local laws, rules, regulations and ordinances, relative to the expenditure of funding
pursuant this Agreement.
6. Payment on Draw or Reimbursement Basis. As required by Section
106.315(a)(2)(iii)5, of the COJ Ordinance Code, COJ's contribution for the Project, pursuant to
this Agreement, shall be on a "draw for work done" basis or on a "cost for reimbursement" basis.
Payments will be made within thirty (30) days of COAB's submittal to COJ of documentation,
including bills invoices and other documents, satisfactory to COJ's General Accounting
Division, to justify withdrawal or reimbursement payment to COAB. A further condition
precedent for payment by COJ, shall be a visual inspection, by a COJ representative that the
Project is being constructed as described in Exhibit "A ", as represented by COAB.
7. CITY Representative. COJ's Public Works Department shall be responsible for
overseeing, administering and implementing this Agreement. COJ shall by subsequent written
notice advise COAB of the contact person in the Public Works Department.
8. Accounting/Report /Records /Audit.
8.01. As required by Section 106.315(a)(2)(iii)2, of the COJ Ordinance Code,
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COAB shall provide the COJ Public Works Department and the COJ Council Auditor with a full
accounting/report. Such accounting/report shall be in a form approved by said Council Auditor
and shall include, but not be limited to, copies of all invoices, bank - cleared checks (fronts and
backs), receipts, and bank statements for the subject project account. Such accounting/report
shall be submitted with each request for COJ Funds, starting with the first request, until the COJ
funds are spent in their entirety.
8.02. COAB must furnish the City a copy of an audit report, relative to receipt
and expenditure of funds received, by COAB, under this Agreement. Such report must be in
accordance with Generally Accepted Auditing Standards (GAAS) issued by the Auditing
Standards Board of the American Institute of Certified Public Accountants (AICPA). This report
shall be due within 180 days of the close of the COAB's fiscal year and this report shall present
information based on the COJ's fiscal year of October 1 through September 30.
8.03. COAB must cooperate with the COJ Public Works Department and
participate in biannual administrative and programmatic reviews directed by the Public Works
Department for the administration of COAB's funding. These reviews will be directed toward
quality improvement in COAB's performance under this Agreement.
8.04 COAB must submit to audits conducted by the COJ Council Auditor or any
other entity authorized, by the COJ to conduct such audit. Such audits shall relate to the receipt
and expenditure of funds under this Agreement. The required audit shall include a separate
statement which identifies the source and use of each appropriation approved by the City
pursuant to this Chapter, based on the City's fiscal year. The statement should present the actual
receipts and expenditures of City funds as compared to the Project budget.
9. Returned Unspent COJ Funds. As required by Section 106.315(a)(2)(iii)4, of
the COJ Ordinance Code, in the event that any unspent funds from COD's $50,000.00 funding
assistance are unspent and /or unencumbered by COAB, upon completion of the Project or on
December 31, 2011, whichever comes first, such funds shall be immediately returned to COJ.
Any funds, that are unspent and /or unencumbered by COAB, and which are still being held by
COJ upon the completion of the Project or on December 31, 2011, whichever comes first, shall
lapse and return to proper COJ accounts.
10. Maximum Indebtedness. COJ's maximum indebtedness under this Agreement
shall not exceed FIFTY THOUSAND AND 00 /100 DOLLARS ($50,000.00).
11. Indemnification.
11.01. Subject to the provisions and limitations of Section 768.28, Florida Statutes,
COAB covenants and agrees that it will indemnify and hold harmless COJ and all of COJ's
officers, agents and employees, from any claim, loss, damage, cost or expense caused by any
negligent act or omission by COAB during the performance of this Agreement; provided
however, neither COAB nor any of its employees or agents will be liable under this section for
damages arising out of injury or damage to persons caused by the negligence of COJ or any of its
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officers, agents or employees. This provision is not, nor shall it be construed as, a further waiver
of COAB's sovereign immunity beyond the legislative waiver of sovereign immunity in Section
768.28, Florida Statutes.
12. INSURANCE.
12.01. Without limiting its liability under this Agreement, COAB and its subcontractors
shall procure and maintain at their sole expense, during the term of this Agreement, insurance of
the types and in the minimum amounts stated below:
SCHEDULE LIMITS
Workers' Compensation Florida Statutory Coverage
Employers' Liability (including $100,000 Each Accident
appropriate Federal Acts) $500,000 Disease/Policy Limit
$100,000 Each Employee/Disease
Commercial General Liability $2,000,000 General Aggregate
( Including Premises Operations $2,000,000 Products /Comp. Ops Agg.
and Blanket Contractual Liability) $1,000,000 Personal /Advertising Injury
$1,000,000 Each Occurrence
$ 50,000 Fire Damage
$ 5,000 Medical Expenses
(The City of Jacksonville shall be named as an additional insured under all of the above
Commercial General Liability coverage)
Automobile Liability $1,000,000 Combined Single Limit
(All automobiles- owned, hired or non - owned)
12.02. Said insurance may be provided under a valid program of self insurance, as
authorized under Section 768.28(16), Florida Statutes.
12.03. Anything to the contrary notwithstanding, the liability of COAB under this
Agreement, shall survive and not be terminated, reduced or otherwise limited by any expiration
or termination of insurance coverages. Neither approval or failure to disapprove insurance
furnished by COAB shall relieve COAB or its subcontractors from responsibility to provide
insurance as required by this Agreement.
13. COAB Repair/Maintenance Responsibilities. COAB shall be solely
responsible for all maintenance and repairs to the Project at no additional cost to COJ including,
but not limited to, maintaining and keeping the Project in good repair and shall provide all
required maintenance and repair of whatsoever kind of nature.
14. Right of Entry. COJ, at reasonable times, has the right to enter into and upon the
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Premises for the purposes of viewing the same and for the purpose of verifying compliance by
COAB of its obligations under this Agreement.
15. COAB Default. If COAB shall neglect or fail to perform or observe any
requirement or violate any provision of this Agreement and such default shall continue for a
period of ten (10 business days after written notice thereof is given by COJ to COAB, then COJ
may, immediately, or at any time thereafter, and without further notice or demand, terminate this
Agreement without prejudice to any remedy which might otherwise be used by the CITY to
recover for any breach of COAB's covenants herein contained. Should this Agreement be
terminated as a result of COAB's breach of Section 4, of this Agreement, then, and in such
event, COAB must refund and return all funds, provided by COJ, which funds were not spent on
the Project. Such refund and return shall be made within fifteen (15) days after notice and
request for refund, by COJ.
16. Taxes. COAB shall pay all real estate taxes and other taxes, if any, on the
Project, Unless COAB is exempt from such taxation.
17. Notices. All notices, as required under this Agreement shall be by certified mail
return receipt requested:
As to COJ: As to COAB:
Thomas Waters David Thompson
Public Works Department City of Atlantic Beach
214 North Hogan Street 800 Seminole Road
Jacksonville, FL 32202 Atlantic Beach, FL 32233
18. Termination for Convenience. COJ shall have the absolute right to terminate
this Agreement, at any time, without cause, upon giving ten (10) days advance written notice to
COAB.
19. Actions of Mayor and Corporation Secretary. COJ's Mayor and Corporation
Secretary shall have the authority to terminate this Agreement under any circumstances in which
COJ has a legal right to terminate this Agreement in accordance with the provisions hereof.
20. General Provisions, Terms and Conditions.
20.01 Non - Waiver. The waiver, by either party, of any breach or strict performance of
duties and obligations of this Agreement, by the other party, shall not be construed as a waiver of
any subsequent breach or strict performance of duties and obligations of the other party under
this Agreement.
20.02. Construction of Agreement Terms. The parties agree that they have had
meaningful discussion and /or negotiations of the provisions, terms and conditions contained in
this Agreement. Therefore, doubtful or ambiguous provisions, if any, contained in this
Agreement, shall not be construed against the party who physically prepared this Agreement.
The rule commonly referred to as "Forties Contra Proferentium" shall not be applied to this
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Agreement or any interpretation thereof.
20.03. Entire Agreement. This Agreement represents the entire agreement by and
between the parties concerning the receipt and expenditures of the funds specified herein. No
agreement, statement, representation, course of action or course of statement, representation,
course of action or course of conduct by either of the parties hereto, or by their authorized
representatives, shall be binding if it is not in writing and contained in this Agreement. This
Agreement may be amended by written instrument signed by the parties or their lawfully
authorized representatives.
20.04. Severability. If any section, paragraph, sentence or other part of this Agreement is
declared to be unenforceable or unlawful by a court of competent jurisdiction, then, in such
event, such section, paragraph, sentence or other part shall be severed from this Agreement and
shall not affect other terms and conditions herein.
20.05. Section /Paragraph Headings. All section /paragraph headings herein are provided
for convenience only and shall not be used in the interpretation or construction of the Agreement.
20.06. Exhibits. All exhibits which are attached hereto and which are specifically and
expressly referenced in the text of this Agreement, are incorporated into this Agreement as if
fully set forth herein.
20.07. Governing Law /Venue. This Agreement shall be governed by the law of the State
of Florida. Venue for litigation of this Agreement shall be in a court of competent jurisdiction in
Jacksonville, Florida.
20.08. Survival of Provisions. The provisions of Sections 8, 11 and 13, shall survive the
termination of this Agreement, whether this Agreement terminates naturally by the passage of
time, or is earlier terminated as provided herein.
[Remainder of page is intentionally left blank. The Signature Page follows immediately.]
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IN WITNESS WHEREOF, the parties, by and through their lawfully authorized
representatives have executed this Agreement on the Effective Date
cs
ATTEST: - - CITY OF JACKS Y n ' - 0
ir, r .y LO y
e r r
es R. McCain, Jr. ; �' Joh eyton, ayor �.
orporation Secretary �J . X
In compliance with Section. - . i:..L 'the Ordinance Code of the City of Jacksonville,
I do hereby certify that there is an unexpended, unencumbered, and unimpounded balance in the
appropriation sufficient to cover the foregoing Agreement, and provision has been made for the
payment of the monies provided therein to be paid.
fj eh /
Director of Finance
City Contract # <57 49
F. m Approved:
I
I .d. /
' 'ce • General Counsel
ATTEST: CITY OF ATLANTIC BEACH
By: vn-4- f.44 tit By: f '` I �1 at
Signature Signature
Type/Print Name: bon rta- L, Bar4-l6 Type/Print Name: /k1 + e E Eta 100
Title: 6 I .h1 C l er lL Title: 01 4t Tkf1 A..5 k. 3Etei -c F
G: \Gov't Operations \NEILLM\CONTRACTTClTY OF ATLANTIC BEACH Funding for Phase 1
Buildout of Veterans' Memorial Park(4) CLEAN & FINAL.doc
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VETERANS PARK Phase 1A (Actual Costs in Red)
8/31/2010
Vet Park Initial Construction
Running Total
Survey(Boundary, Topo, Tree) 1 LS $ 2,550.00 $ 2,550.00 $ 2,550.00 BV and Associates - in progress
Architectural Design incl. Structural 1 LS $7,856.00 $ 7,856.00 $ 10,406.00 Tat Chan - VIA Concepts
Engineering Design incl. Permitting 1 LS $6,000.00 $ 6,000.00 $ 16,406.00 Bowen Civil Engineering
80' Flag Pole with 20'x30' Flag* 1 LS $ 25,082.00 $ 25.082.00 $ 41,488.00 Separately funded, includes lighting
Flag Podium 1 LS $ 3,500.00 $ 3,500.00 $ 44,988.00
Plaza Special Paving 1200 SF $ 6.00 $ 7,200.00 $ 52,188.00
Stage Area 450 SF $ 30.00 $ 13,500.00 $ 65,688.00
Walkway from gateway to flag podium 600 SF $ 6.00 $ 3,600.00 $ 69,288.00 Pavers - for handicap access
Additional Electrical Work 1 LS $ 8,000.00 `?00.00 $ 77,288.00 Not to Exceed Amount
Contingency 15% $ 11,593.20
Phase 1A Total $ 88,881.20
Funding
COJ Grant $ 50,000.00
Rotary / VFW 3270 Grants for Flagpole $ 25,000.00
Total $ 75,000.00
Additional Items if Funding Available
Max. Size Available for immediate shade
Trees 5 EA $ 750.00 $ 3,750.00 benefit
Initially, sod only in area between flag plaza
Sod 25000 SF $ 0.35 $ 8,750.00 and basketball court / shelter.
Partial irrigation already installed; complete
Irrigation* 1 LS $ 5,000.00 $ 5,000.00 system, modify controls as necessary
Gravel / stabilized parking. Assume American
Parking improvements W. First Street 3400 SF $ 2.00 $ 6,800.00 Legion lot used for initial handicap parking
Notes: 1. All unit prices are from Tat Chan 3/16/10 cost estimate