HomeMy WebLinkAboutAgreement_General_10/16/2024_Jupiter Narrows Conservation Alliance AGREEMENT BETWEEN THE VILLAGE OF TEQUESTA AND JUPITER NARROWS CONSERVATION
ALLIANCE, INC.
THIS AGREEMENT BETWEEN THE VILLAGE OF TEQUESTA AND JUPITER NARROWS CONSERVATION
ALLIANCE, INC. ("Agreement") is made and entered into on the day of ✓'ri(' r"' 2024, by and
between the VILLAGE OF TEQUESTA, a political subdivision of the State of Florida (the "Village") and the
JUPITER NARROWS CONSERVATION ALLIANCE, INC.,a non-profit corporation authorized to do business in
the State of Florida ("JNCA"), both being hereinafter referred to collectively as the "Parties".
WITNESSETH:
WHEREAS, JNCA is a not for profit entity that aims to stabilize and restore the iconic mangrove
islands and seagrass beds that are the backbone of the Jupiter Narrows ecosystem; and
WHEREAS, JNCA has undertaken fundraising efforts to create plans to restore and protect the
Jupiter Narrows, which is a stretch of the east side of the Indian River Lagoon north of Catos Bridge, and
is comprised of mangrove islands and seagrass beds; and
WHEREAS, JNCA has engaged Taylor Engineering to conduct a natural resources survey and
conceptual designs of a restored and protected Jupiter Narrows; and
WHEREAS, the Jupiter Narrows is located within the Village of Tequesta and the Village has a
shared interest in seeing the Jupiter Narrows restored and protected; and
WHEREAS,the parties wish to work cooperatively towards the restoration and preservation of the
Jupiter Narrows; and
WHEREAS, the parties wish to apply to the Florida Department of Environmental Protection's
("FDEP")Coastal Partnership Initiative Grant Program ("CPI")forthe funding of restoration and protection
of the Jupiter Narrows. Financial awards under the CPI are a minimum of$10,000,and awards are limited
to no more than $60,000 for construction projects, habitat restoration, invasive plant removal or land
acquisition; and $10,000 to no more than $30,000 for planning, design and coordination activities; and
WHEREAS, the parties hereby agree to a Public-Private-Partnership to apply for the CPI grant for
the FY 2025-26 grant cycle; and
WHEREAS,JNCA will take the lead role in completing and filing the grant application on behalf of
and as co-applicant with the Village and any other documentation required to make formal application,
as well as ongoing grant monitoring and reporting in the event the grant is awarded to the Village.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and representations
herein contained,the parties agree as follows:
1. Recitals.The foregoing recitals are true and correct and are incorporated herein by reference.
2. The Proiect.JNCA will prepare and submit all documentation for the CPI grant application, as
well as any paperwork necessary for ongoing grant management, reporting, and compliance
with the FDEP as required by grant agreement in the event of award.
Page 1 of 7
3. Party's Representatives/Liaison.
a) The Village's representative during the performance of this Agreement shall be Village
Manager Jeremy Allen, telephone number (561) 768-0465, e-mail address
fallen@tequesta.org.
b) JNCA's representative during the performance of this Agreement shall be Director
Thomas Heller, telephone number (978) 979-0471, e-mail address
thomas@iupiternarrowsconservation.org.
4. The Village's Responsibilities.The Village shall:
a) Timely review draft documents submitted by JNCA prior to application submittal.
b) Sign all grant application documentation preparation by JNCA subject to approval of such
documentation by the Village Manager in his sole and absolute discretion.
c) If the grant is ultimately awarded to the Village,receive and disburse grant dollars to JNCA
and JNCA's subcontractors for the restoration and protection of the Jupiter Narrows as
allowed under the grant award.
The Village shall not be financially responsible for any grant application fees, grant
management fees, matching funds,or for any costs related to implementation of the grant or
any ongoing efforts to protect, restore, and preserve the Jupiter Narrows.
5. JNCA's Responsibilities.JNCA shall:
a) Prepare all documentation for filing of the grant application consistent with the CPI's
requirements and provide same in draft form for Village review no later than seven (7)
calendar days prior to the October 31,2024 deadline for the FY2025-26 grant application
cycle.
b) Upon approval of the Village of all application documents, make application to the FDEP's
CPI on or before the October 31, 2024 deadline for the FY2025-26 grant application cycle.
c) Provide the required 100% (1:1) matching funds, which may be cash or in kind. JNCA
understands that the Village shall not provide any required match under this application.
d) If awarded, implement the CPI grant in its entirety and direct any grant funding received
to projects identified in the grant application.
e) If awarded, prepare and submit all documentation required for ongoing grant
management, reporting, and compliance as required by the grant agreement.
f) Pay any and all grant filing or management fees, along with any expenses needed for the
project that are not covered by the CPI grant.
In the event the grant application submitted by JNCA is not awarded, JNCA shall have no
additional responsibilities relative to implementation or ongoing management under this
Agreement.
6. Term.The term of this Agreement shall take effect upon execution of this agreement and shall
continue until December 31, 2026 unless otherwise provided herein.This Agreement may be
terminated by either party upon ten (10) days written notice to the other party.
Page 2 of 7
7. Notices. All formal notices between the parties shall be deemed received if sent by certified
mail, return receipt requested, to the party's representatives identified below, at the below
cited address.A copy of all such notice shall also be sent to the following counsel by U.S. Mail.
Should any party change its address, written notice of such new address shall promptly be
sent to the other party and shall be effective upon receipt.
Village of Tequesta
Jeremy Allen,Village Manager
345 Tequesta Drive
Tequesta, FI
Jupiter Narrows Conservation Alliance, Inc.
Susan Panella, President
375 Beach Road, Unit 603
Tequesta, FL 33469
8. Default and Termination.
a) If a party fails to fulfill its obligations underthis Agreement in a timely and proper manner,
the party not in default shall have the right to terminate this Agreement by giving written
notice of any deficiency and its intent to terminate. The party in default shall then have
thirty (30) days from receipt of notice to correct the stated deficiency. If the defaulting
party fails to correct the deficiency within this time and unless otherwise agreed by the
parties,this Agreement shall terminate at the expiration of the thirty(30)day time period.
b) Either party may terminate this Agreement at any time for convenience upon thirty (30)
calendar days prior written notice to the other party.
9. Indemnification by JNCA. JNCA and its agents, employees and contractors shall protect,
defend, reimburse, indemnify, and hold the Village, its agents, employees, and elected
officials harmless from and against all claims, liability, expense, loss,cost,damages,or causes
of action of every kind or character, including attorney's fees and costs, whether at trial or
appellate levels or otherwise,arising during and as a result of JNCA's or it agents,employees,
or contractors performance of the terms of this Agreement or due to the acts or the omissions
of JNCA or its agents, employees, or contractors.
10. Indemnification by the Village. The Village acknowledges the waiver of sovereign immunity
for liability in tort contained in Section 768.28, Florida Statutes, and acknowledges that such
statute permits actions at law against the Village to recover damages in tort for money
damages up to the amounts set forth in such statute for injury or loss of property, personal
injury, or death caused by the negligence or wrongful act or omissions of an employee of the
Village while acting in the scope of the employee's office or employment under circumstances
in which the Village, if a person, would be liable under the general laws of the State.
11. Insurance. If required by the Village, JNCA shall provide proof of workman's compensation
insurance and liability insurance in such amounts as deemed sufficient by the Village and shall
name the Village as an "additional insured" on the liability portion of the insurance policy.
Page 3 of 7
12. Independent Contractor. JNCA is, and shall be, in the performance of all work services and
activities under this Agreement, an Independent Contractor, and not an employee, agent, or
servant of the Village. All members or agents of JNCA engaged in any of the work or services
performed pursuant to this Agreement shall at all times and in all places, be subject to the
JNCA's sole direction, supervision, and control. JNCA shall exercise control over the means
and manner in which it and its members or agents perform the work,and in all respects JNCA
relationship and the relationship of its members or agents to the Village shall be that of an
Independent Contractor and not as employees or agents of the Village.
JNCA does not have the power or authority to bind the Village in any promise, agreement or
representation.
13. Inspector General. Palm Beach County has established the Office of the Inspector General in
Palm Beach County Code,Section 2-421-2-440,as may be amended.The Inspector General's
authority includes but is not limited to the powerto review past,present and proposed Village
contracts, transactions, accounts, and records, to require the production of records, and to
audit, investigate,monitor,and inspect the activities of any party contracting with the Village,
its officers, agents, employees, and lobbyists in order to ensure compliance with contract
requirements and detect corruption and fraud. Failure to cooperate with the Inspector
General or interfering with or impeding any investigation shall be in violation of Palm Beach
County Code, Section 2-421 - 2-440, and punished pursuant to Section 125.69, Florida
Statutes, in the same manner as a second degree misdemeanor.
14. Public Entities Crimes Act. As provided in Sections 287.132-133, Florida Statutes, by entering
into this Agreement or performing any work in furtherance hereof, JNCA certifies that it, its
affiliates, suppliers, subcontractors and consultants who will perform hereunder, have not
been placed on the convicted vendor list maintained by the State of Florida Department of
Management Services within thirty-six (36) months immediately preceding the date hereof.
This notice is required by Section 287.133(3)(a), Florida Statutes.
15. Public Records. In accordance with Section 119.0701, Florida Statutes, the Contractor must
keep and maintain this Agreement and any other records associated therewith and that are
associated with the performance of the work described in the Proposal or Bid. Upon request
from the Village's custodian of public records, the Contractor must provide the Village with
copies of requested records, or allow such records to be inspected or copied, within a
reasonable time in accordance with access and cost requirements of Chapter 119, Florida
Statutes. A Contractor who fails to provide the public records to the Village, or fails to make
them available for inspection or copying, within a reasonable time may be subject to
attorney's fees and costs pursuant to Section 119.0701, Florida Statutes, and other penalties
under Section 119.10, Florida Statutes. Further, the Contractor shall ensure that any exempt
or confidential records associated with this Agreement or associated with the provision of
services contemplated herein are not disclosed except as authorized by law for the duration
of the Agreement term, and following completion of the Agreement if the Contractor does
not transfer the records to the Village. Finally, upon completion of the Agreement, the
Contractor shall transfer, at no cost to the Village, all public records in possession of the
Contractor, or keep and maintain public records required by the Village. If the Contractor
transfers all public records to the Village upon completion of the Agreement, the Contractor
shall destroy any duplicate public records that are exempt or confidential and exempt from
Page 4 of 7
public records disclosure requirements. If the Contractor keeps and maintains public records
upon completion of the Agreement,the Contractor shall meet all applicable requirements for
retaining public records. Records that are stored electronically must be provided to the
Village, upon request from the Village's custodian of public records, in a format that is
compatible with the Village's information technology systems.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, PLEASE
CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE,
AT (561) 768-0685, OR AT Imcwilliams@tequesta.org, OR AT 345 TEQUESTA
DRIVE, TEQUESTA, FLORIDA 33469.
16. E-Verify Eligibility.JNCA warrants and represents that it is in compliance with Section 448.095,
Florida Statutes, as may be amended. The Contractor shall: (1) register with and use the E-
Verify System (E-Verify.gov) to electronically verify the employment eligibility of all newly
hired workers;and (2)verify that all of the Contractor's sub-contractors performing the duties
and obligations of this Contract are registered with and use the E-Verify System to
electronically verify the employment eligibility of all newly hired workers.The Contractor shall
obtain from each of its sub-contractors an affidavit stating that the sub-contractor does not
employ, contract with, or subcontract with an Unauthorized Alien, as that term is defined in
Section 448.095(1)(k), Florida Statutes, as may be amended. The Contractor shall maintain a
copy of any such affidavit from a sub-contractor for, at a minimum, the duration of the
subcontract and any extension thereof. This provision shall not supersede any provision of
this Contract which requires a longer retention period. The Village shall terminate this
Contract in accordance with Section 5. above if it has a good faith belief that the Contractor
has knowingly violated Section 448.09(1), Florida Statutes, as may be amended. If the
Contractor has a good faith belief that the Contractor's sub-contractor has knowingly violated
Section 448.09(1),Florida Statutes,as may be amended,the Village shall notify the Contractor
to terminate its contract with the sub-contractor and the Contractor shall immediately
terminate its contract with the sub-contractor. In the event of such contract termination, the
Contractor shall be liable for any additional costs incurred by the Village as a result of the
termination.
17. Scrutinized Companies. For Contracts under$1M,the Contractor certifies that it is not on the
Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida
Statutes, and that it is not engaged in a boycott of Israel. The Village may terminate this
Contract at the Village's option in accordance with Section 5. above if the Contractor is found
to have submitted a false certification as provided under Section 287.135(5), Florida Statutes,
if the Contractor has been placed on the Scrutinized Companies that Boycott Israel List created
pursuant to Section 215.4725, Florida Statutes,or if the Contractor is engaged in a boycott of
Israel. For Contracts over $1M, the Contractor certifies that it is not on the Scrutinized
Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran
Petroleum Energy Sector List, or the Scrutinized Companies that Boycott Israel List created
pursuant to Section 215.4725, Florida Statutes. The Contractor further certifies that it is not
engaged in a boycott of Israel, and that it does not have business operations in Cuba or Syria,
Page 5 of 7
as similarly provided in Section 287.135, Florida Statutes. The Village may terminate this
Contract at the Village's option in accordance with Section 5. above if the Contractor is found
to have submitted a false certification as provided under Section 287.135(5), Florida Statutes,
or if the Contractor has been placed on one of the aforementioned lists created pursuant to
Section 215.4725, Florida Statutes.Additionally,the Village may terminate this Contract at the
Village's option in accordance with Section 5. above if the Contractor is engaged in a boycott
of Israel or has been engaged in business operations in Cuba or Syria, as defined in Section
287.135, Florida Statutes.
18. Enforcement Costs. Any costs or expenses (including reasonable attorney's fees) associated
with the enforcement of the terms and/or conditions of this Agreement shall be borne by the
respective parties.This provision pertains only to the parties to the Agreement.
19. Remedies. This Agreement shall be construed by and governed by the laws of the State of
Florida.Any and all legal action necessary to enforce the Agreement will be held in Palm Beach
County. No remedy herein conferred upon any party is intended to be exclusive of any other
remedy,and each and every such remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity or by statute
or otherwise. No single or partial exercise by any party of any right, power, or remedy
hereunder shall preclude any other or further exercise thereof.
20. Delegation. Nothing contained herein shall be deemed to authorize the delegation of the
constitutional or statutory duties of state, county,or municipal officers.
21. Waiver of Breach. It is hereby agreed to by the parties that no waiver of breach of any of the
covenants or provisions of this Agreement shall be construed to be a waiver of any succeeding
breach of the same or any other covenant or provision.
22. No Third-Party Beneficiaries. No provision of this Agreement is intended to, or shall be
construed to, create any third-party beneficiary or to provide any rights to any person or
entity not a party to this Agreement, including but not limited to any citizen or employees of
the Village and/orJNCA.
23. Construction. No party shall be considered the author of this Agreement since the parties
have participated in drafting this document to arrive at a final Agreement.Thus,the terms of
this Agreement shall not be strictly construed against one party as opposed to the other party
based upon who drafted it.
24. Severability. In the event that any section, paragraph,sentence, clause, or provision hereof is
held by a court of competent jurisdiction to be invalid, such shall not affect the remaining
portions of this Agreement, and the same shall remain in full force and effect.
25. Amendments. This Agreement may only be amended by written Agreement executed by the
parties hereto with the same formality used to execute this Agreement.
26. Captions.The captions and section designations herein set forth are for convenience only and
shall have no substantive meaning.
Page 6 of 7
'"G4:..c9G.14a9SAPa_si�.,.v}b RiimY
26. Captions. The captions and section designations herein set forth are for convenience only
and shall have no substantive meaning.
27. Entirety of Agreement. 1NCA and the Village agree that this Agreement, together with any
attached exhibits, sets forth the entire agreement between the parties, and that there are
no promises or understandings other than those stated herein. None of the provisions,
terms, or obligations in the Agreement may be added to, modified, superseded, or
otherwise altered,except by written instrument executed by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first above written.
WITNESSES: JUPITER NARROWS CONSERVATION
ALLIANCE, INC.
paVA0-
By: Susan Panella, President
(Corporate Sea[)
VILLAGE OF TEQUESTA
By:Jeremy Allen,Village Manager
ATTEST:
�- (Se'� `G��' ,0�o�..T�Q C
Lori McWilliams, MMC
G-,Village Clerk '�. SEAL `5
INCORPORATED
F F�� P'���`
Page 7 of 7