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HomeMy WebLinkAboutAgreement_General_4/9/2026_Palm Beach County AN AGREEMENT BETWEEN PALM BEACH COUNTY,FLORIDA AND THE VILLAGE OF TEQUESTA, FOR JOINT FUNDING OF DESIGN OF STREETSCAPE IMPROVEMENTS FOR OLD DIXIE HIGHWAY THIS AGREEMENT, is made and entered into this day of 2026, by and between Palm Beach County,a political subdivision in the State of Florida,by and through its Board of County Commissioners("County")and the Village of Tequesta,a municipal corporation of the State of Florida ("Village") individually (''Party") and collectively("Parties") WITNESSETH: WHEREAS,the Village desires to install streetscape improvements located along Old Dixie Highway from the intersection of Tequesta Drive North to the south driveway of the Tequesta Water Treatment Plant (hereinafter, the "Project") and more particularly described in "EXHIBIT A"of this Agreement;and WHEREAS, the Project is located along Old Dixie Highway,a County maintained right of way;and WHEREAS, the Village agrees to design, permit and construct the Project and County agrees to participate in joint funding of the design for the Project;and WHEREAS, Section 163.01 of the Florida Statutes allows governmental units to make the most efficient use of their powers by enabling them to cooperate with other agencies on a basis of mutual advantage and thereby provide services and facilities that will harmonize geography,economy,population and other factors influencing the needs and development of local communities;and WHEREAS.the Parties declare the Project to be in the public's best interest; NOW,THEREFORE, for and in consideration of the mutual covenants contained herein, the Parties agree as follows: 1. Recitals. The above recitals are true and correct to the best of the knowledge of the Parties and are incorporated herein by this reference. 2. The purpose of this Agreement is to specify the Parties' respective roles and obligations regarding design,construction,funding,and maintenance of the Project. 3.COUNTY RESPONSIBILITIES A. The County agrees to reimburse the Village for fifty,percent(50%)of the design cost of the Project, up to and not exceeding Thirty-Two Thousand Two Hundred and Sixty-Nine Dollars ($32,269.00). The current estimated total project design cost is $64,538. B. County shall process the Village's right-of-way permit application pursuant to the County Right-of-Way Ordinance. 1 4.VILLAGE RESPONSIBILITIES A. The Village,at its discretion and solely contingent on obtaining satisfactory funding assistance, agrees to design, permit and construct the Project. Project shall be constructed in accordance with all applicable federal, state, and local statutes, rules and regulations, and standards. The Village shall be responsible for obtaining all necessary clearances and permits required for the construction of the Project from the appropriate permitting authorities.Upon completion of the Project,the Village shall certify to the County in writing that the Project has been completed in accordance with the applicable standards,statutes,rules and regulations. B. The Village shall apply for a right-of-way permit,pursuant to the County Right-of- Way Ordinance as needed.The Village agrees to comply with all Right-of-Way Permit conditions and requirements. C. The Village shall not sublet, assign, or transfer any responsibilities under this Agreement without the prior written consent of the County. D. The Village shall obtain the County's written approval for any design changes or field adjustment/modification to the construction of the Project. E. The Village shall be solely responsible for any costs caused by its own delays, and delays caused by the Contractor or any dispute that may arise between the Village and the Contractor,including but not limited to Project delays. F. The Village shall be solely responsible for, and agrees to prop ide or cause to be performed,all inspection services during construction of the Project. G. Upon final acceptance of the Project by the County, the Village shall be solely responsible for,and agrees to operate and maintain,including repairing and replacing, the Project in perpetuity and in compliance with the Right-of-Way Permit. H. In the event Village is unable to obtain satisfactory funding assistance to undertake the project,Village shall notify the County,the Project shall not proceed,this Agreement shall terminate,and the Village shall reimburse the County for any or all of the design funding provided by the County within thirty (30)days of receiving written request for reimbursement from the County subject to deduction based on the Project costs incurred as of the date of termination. Said deduction of Project costs incurred shall be subject to County review and concurrence. 5. PAYMENT A. The Village shall request reimbursements from the County by submitting to the County the proper documentation of expenditures consisting of originals of invoices, receipts, or other evidence of indebtedness, and when original documents cannot be presented,the Village may furnish copies if deemed acceptable by the County. Each request for reimbursement submitted by the Village shall be accompanied by a letter from the Village, provided on the Village letterhead, referencing the name of the Project, the date of this Agreement and/or its document number, and containing a 2 statement requesting the reimbursement and its amount, as well as the name and signature of the person making the request. 6. TERMINATION AND DEFAULT A. In the event satisfactory funding cannot be obtained to complete the Project, the Village shall provide,pursuant to this Section,a notice of Project cancellation to the County within 15 days of learning that said funding cannot be obtained and this Agreement shall be terminated.Either Party may terminate this.Agreement via written notice within thirty(30)days prior to Project commencement,except that the Village may terminate the.Agreement only after the Village has reimbursed the County for any and all funding provided by the County subject to deduction based on the Project costs incurred as of the date of termination. Said deduction of Project costs incurred shall be subject to County review and concurrence. B. If during Project construction, the County determines that the Village is not constructing Project in accordance with the agreed upon design or right of way permit, the County shall notify the Village of the deficiency in writing with a requirement that the Village correct the deficiency within a reasonable time but no less than 30 days. However, if the County determines that said deficiency creates an emergency or condition that is hazardous to the public, said deficiency shall be corrected immediately. If the Village fails to correct the deficiency within the specified period of time,County may seek enforcement of the deficiency or this agreement through any enforcement method available by law. C. If the County requires termination of the Agreement for reasons other than unsatisfactory performance by the Village.the County shall notify the Village of such termination,with instructions as to the effective date of termination or specify the stage of work at which the Agreement is to be terminated and the Village shall reimburse the County for any and all funding provided by the County within thirty(30)days of receiving written request for reimbursement from the County, subject to deduction based on the Project costs incurred as of the date of termination. 7. GENERAL PROVISIONS A. Indemnification.The Village shall protect,defend,reimburse,indemnify,and hold the County,its agents,employees,and elected officers free and harmless from and against all claims, liability,expenses,losses,costs, fines and 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 out of, during, or as a result of the Village's performance of the terms of this Agreement, or due to the acts or omissions of the Village arising under the performance of the terms of this agreement. The Village's aforesaid indemnity and hold harmless obligations shall apply to the fullest extent permitted by law. Notwithstanding the foregoing, nothing set forth in this paragraph shall constitute a waiver of sovereign immunity beyond the limits set for at Section 768.28, Florida Statutes(2023)(Statute) This paragraph shall survive the expiration or termination of this Agreement. The Parties to the Agreement and their respective officers and employees shall not be deemed to assume any liability for the acts, omission,and negligence of the other Party.Further, nothing in this Agreement shall 3 be construed as the Village's consent to be sued.Notwithstanding the foregoing, the Village's obligation to protect, defend, reimburse, indemnify, and hold harmless the County,its agents,employees and elected officers shall be limited to the monetary amounts set forth in the Statute only for those claims to which the monetary amounts in the Statute apply. B. Additional Insured. Village agrees to require the Contractor of the Project to cause County to be an additional insured party on the Contractor's comprehensive general liability and property damage liability insurance policies for construction of the Project. C. Budgetary Conditions. All provisions of this Agreement calling for the expenditure of money by either Party prior to the time actual construction of the Project begins,are subject to annual budgetary funding.Each Party's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by their respective governing bodies.However,once the County provides its funding for the Project to the Village,the Village shall prosecute the Project to completion unless the Village fails to have funding to complete the Project.In that situation,the Village shall return the funds received from the County subject to deduction based on the Project costs incurred as of the date of termination. Said deduction of Project costs incurred shall be subject to County review and concurrence. D. Notice. Any notice, request, instruction, demand, consent, or other communication required or permitted to be given under this Agreement shall be in writing(including facsimile or electronically)and shall be delivered,as elected by the Party, by means of courier or messenger service, by facsimile or email (followed by mailing of hard copy by U.S. mail)or by certified mail, postage prepaid, and certified return receipt requested to the following addresses or such other addresses as the Parties may provide to each other in writing: To Village: Village of Tequesta Attn:Public Works Director 345 Tequesta Drive Tequesta,FL 33469 To the County: Palm Beach County Attn:David L.Ricks,County Engineer Engineering and Public Works Department P.O.Box 21229 West Palm Beach,FL 33416-1229 E. Legal Fees. The Parties shall bear their own costs or expenses,including reasonable attorneys fees, associated with the enforcement of the terms and conditions of this Agreement. F. Amendments. Except as expressly permitted herein to the contrary,no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless agreed to by the Parties in writing and executed in the same manner as was this Agreement. 4 G. Venue. This Agreement shall be construed and governed by the laws of the State of Florida. Venue for any and all legal action necessary to enforce this Agreement shall be held in Palm Beach County. No remedy conferred upon either Party by this Agreement is intended to be exclusive of any other remedy existing at law, in equity or otherwise. No single or partial exercise by either Party of any right, power or remedy hereunder shall preclude any other or further exercise thereof. H. Preparation.Preparation of this Agreement was ajoint effort of the Parties and should not be construed more severely against one Party than the other. I. Non-Discrimination. The County is committed to assuring equal opportunity in the award of contracts and complies with all laws prohibiting discrimination. Pursuant to Palm Beach County Resolution R2025-0748,as may be amended,the Consultant warrants and represents that throughout the term of the Contract,including any renewals thereof,if applicable, all of its employees are treated equally during employment without regard to race, color, religion, disability, sex, age, national origin, ancestry, marital status, familial status,sexual orientation,or genetic information.Failure to meet this requirement shall be considered default of the Contract. As a condition of entering into this Agreement,the Village represents and warrants that it will comply with the County's Commercial Nondiscrimination Policy as described in Resolution R2025-0748, as amended. As part of such compliance, the Village shall not discriminate on the basis of race, color, national origin, religion, ancestry, sex, age, marital status, familial status, sexual orientation, disability, or genetic information in the solicitation, selection, hiring or commercial treatment of contractors, vendors, suppliers, or commercial customers, nor shall the Village retaliate against any person for reporting instances of such discrimination. The Village shall provide equal opportunity for contractors,vendors and suppliers to participate in all of its public sector and private sector contracting and supply opportunities, provided that nothing contained in this clause shall prohibit or limit otherwise lawful efforts to remedy the effects of marketplace discrimination that have occurred or are occurring in the County's relevant marketplace in Palm Beach County. The Village understands and agrees that a material violation of this clause shall be considered a material breach of this Agreement and may result in termination of this Agreement. This clause is not enforceable by or for the benefit of,and creates no obligation to,any third party.Village shall include this language in its contracts. J. Severability. In the event any provision hereof is held invalid by a court of competent jurisdiction, the remaining portions of the Agreement shall remain in full force and effect. K. Entire Understanding. This Agreement represents the entire understanding of the Parties and supersedes all other negotiations,representations or written or oral,relating to this Agreement. L. Inspector General. The 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 power to review past,present and proposed County contracts, transactions, accounts and records, to require the production of records,and to audit, investigate,monitor,and inspect the activities of Village, its officers, agents.employees, and lobbyists in order to ensure compliance 5 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. M. Records. The County and Village shall maintain books, records, and documents to justify all charges,expenses and costs incurred or paid by them under this Agreement in performance of the term of this Agreement,in accordance with Generally Accepted Accounting Principles(GAAP),as promulgated by the Government Finance Officers Association from time to time. The County and Village shall have access to all books, records,and documents as required in this Agreement,and for at least five(5)years after completion of the Project. Notwithstanding anything contained herein,as provided under Section 119.0701,F.S., if the Village:(i)provides a service;and(ii)acts on behalf of the County as provided under Section 119.011(2) F.S., the Village shall comply with the requirements of Section 119.0701, Florida Statutes, as it may be amended from time to time. The Village is specifically required to: a. Keep and maintain public records required by the County to perform services as provided under this Agreement. b. Upon request from the County's Custodian of Public Records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119 or as otherwise provided by law. The Village further agrees that all fees, charges and expenses shall be determined in accordance with Palm Beach County PPM CW-F-002,Fees Associated with Public Records Requests,as it may be amended or replaced from time to time. C. Ensure that public records that are exempt,or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the Agreement, if the Consultant does not transfer the records to the public agency. d. Upon completion of the Agreement, the Village shall transfer, at no cost to the County,all public records in possession of the Village unless notified by County's representative/liaison, on behalf of the County's Custodian of Public Records,to keep and maintain public records required by the County to perform the service.If the Village transfers all public records to the County upon completion of the Contract, the Village shall destroy any duplicate public records that are exempt, or confidential and exempt from public records disclosure requirements. If the Village keeps and maintains public records upon completion of the Contract,the Village shall meet all applicable requirements for retaining public records.All records stored electronically by the Village must be provided to County, upon request of the County's Custodian of Public Records, in a format that is compatible with the information technology systems of County,at no cost to County. e. Failure of the Village to comply with the requirements of this section shall be a material breach of this Agreement.County shall have the right to exercise 6 any and all remedies available to it, including but not limited to,the right to terminate for cause.Village acknowledges that it has familiarized itself with the requirements of Chapter 119, F.S., and other requirements of state law applicable to public records not specifically set forth herein. IF THE VILLAGE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE VILLAGE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, PLEASE CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT RECORDS REQUEST, PALM BEACH COUNTY PUBLIC AFFAIRS DEPARTMENT,301 N.OLIVE AVENUE,WEST PALM BEACH,FL 33401,BY E-MAIL AT RECORDSREQUEST(&PBCGOV.ORG OR BY TELEPHONE AT 561-355-6680 N. Contractual Relationship. County and Village are and shall be, in the performance of all work, services and activities under this Agreement independent contractors and not employees, agents or servants of the other Party. All County employees engaged in the work or services performed pursuant to this Agreement shall at all times,and in all places,be subject to County's sole direction, supervision,and control. All Village employees engaged in the work or services performed pursuant to this Agreement shall at all times, and in all places, be subject to Village's sole direction,supervision,and control. The Parties shall exercise control over the means and manner in which it and its employees perform the work, and in all respects the Parties' relationship and the relationship of its employees to the other Party shall be that of an independent contractor and not as employees or agents of the other. The County and Village do not have the power or authority to bind each other in any promise, agreement or representation without the prior written consent of the other Party. O. Required Consultants/Personnel. Village represents that it has, or will secure, all necessary personnel required to perform the Project services required of it under this Agreement. Such personnel shall not be agents,employees of or have any contractual relationship with the County. All of the Village services required herein under shall be performed by Village or its consultants and contractors, with any such personnel engaged in performing such services to be fully qualified and,if required,authorized, licensed or permitted under State and local law to perform such services. P. Waiver. Any waiver by either Party of its rights with respect to a default under this Agreement, or with respect to any other matters arising in connection with this Agreement, shall not be deemed a waiver with respect to any subsequent default or other matter. The failure of either Party to enforce strict performance by the other Party of any of the provisions of this Agreement or to exercise any rights under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party's right to assert or rely upon any such provisions or rights in that or any other instance. Q. Legal Compliance. County and Village shall abide by all applicable federal, State and local laws,orders,rules and regulations when performing under this Agreement. 7 County and Village further agree to the inclusion of this provision in all subcontracts issued as a result of this Agreement. R. Waiver of Jury Trial.The Parties hereby waive any rights either of them may have to a jury trial in any litigation arising out of or related to this Agreement and agree that they shall not elect a trial by jury.The Parties hereto have separately,knowingly and voluntarily given this waiver of right to trial by jury with the benefit of competent legal counsel. S. Convicted Vendor List.As provided in Sections 287.132-133,Florida Statutes,as may be amended from time to time, by entering into this Agreement or performing any work in furtherance hereof,Village shall have its contractor certify that their affiliates, suppliers and sub-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. T. Scrutinized Companies.As provided in F.S.287.135,by entering into this Agreement or performing any work in furtherance hereof,the Village certifies that it,its affiliates, contractors, suppliers, subcontractors and consultants who will perform hereunder, have not been placed on the Scrutinized Companies that boycott Israel List, or is engaged in a boycott of Israel,pursuant to F.S.215.4725. U. 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 County and/or the Municipality. V. Survivability.The obligations,rights,and remedies of the Parties hereunder,which by their nature are intended to survive the termination of this Agreement or the completion of the Project,shall survive such termination or Project completion and inure to the benefit of the Parties. W. Effective Date.This Agreement shall be effective and binding upon the Parties hereto once the Agreement has been signed by both Parties and filed with the Clerk of the Court in and for Palm Beach County,Florida. IN WITNESS WHEREOF,the Parties hereto have set their hands and seals on the day and date first written above. Village of Tequesta BOARD OF COUNTY COMMISSIONERS By: By: Molly Young, r Sara Baxter,Mayor ATTEST: ATTEST: 8 FmTF �'"/'''' Mike Caruso, Clerk of the Circuit Court & ORComptroller r SEAL `By:.` By: 't INCORPORATED.,oil McWilliams,Village Clerk (Deputy Clerk) vo 4 ,,U1111,,,»,» APPROVED AS F RM APPROVED AS TO FORM AND LEG CI NCY AND LEGAL SUFFICIENCY By: By: Dav' , ill e Att ey Yelizaveta B.Herman, Assistant County Attorney APPROVED AS TO TERMS AND CONDITIONS By: Joanne M.Keller,P.E. Deputy County Engineer 9 PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida Statutes, 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, 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 Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described in the Proposal or Bid 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, 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 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 CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-0440, OR AT Imcwilliams@tequesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469. Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has jurisdiction to investigate municipal matters, review and audit municipal contracts and other transactions, and make reports and recommendations to municipal governing bodies based on such audits, reviews, or investigations. All parties doing business with the Village shall fully cooperate with the inspector general in the exercise of the inspector general's functions, authority, and power. The inspector general has the power to take sworn statements, require the production of records, and to audit, monitor, investigate and inspect the activities of the Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct, and abuses. "The Village of Tequesta strives to be an inclusive environment. As such, it is the Village's policy to comply with the requirements of Title II of the American with Disabilities Act of 1990 ("ADA") by ensuring that the Contractor's [ agreement/bid documents and specifications ] are accessible to individuals with disabilities. To comply with the ADA, the Contractor shall provide a written statement indicating that all [ agreement /bid documents and specifications], from Contractor, including files, images, graphics, text, audio, video, and multimedia, shall be provided in a format that ultimately conforms to the Level AA Success Criteria and Conformance Requirements of the Web Content Accessibility Guidelines 2.0 (Dec. 11, 2008) ("WCAG 2.0 Level AA"), published by the World Wide Web Consortium ("WK"), Web Accessibility Initiative ("WAI"), available at www.w3.org/TR/WCAG/." E-Verify Affidavit Bid/Proposal Number: Project Description: In accordance with Section 448.095, F.S., Contractor acknowledges and agrees to utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: 1. All persons employed by the Contractor to perform employment duties within Florida during the term of the contract; and 2. All persons (including SUBCONTRACTORS) assigned by the Contractor to perform work pursuant to the contract. The Contractor acknowledges and agrees that use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the Village of Tequesta. Contractor further agrees to retain sufficient evidence of their enrollment in the E-Verify System and provide such evidence to the Village of Tequesta upon request. Sufficient evidence shall consist of a printed copy of the completed E-Verify Company Profile page, obtained from hLtps://www.e- verify.gov. Contractor also agrees to obtain from each of its subcontractors/subconsultants an affidavit stating that the subcontractor/subconsultant does not employ, contract with, or subcontract with an Unauthorized Alien, as that term is defined in Section 448.095(l)(k), F.S. Contractor further agrees to maintain a copy of any such affidavit from a subcontractor/subconsultant for, at a minimum, the duration of the subcontract and any extension thereof. By affixing your signature below, you hereby affirm that you will comply with all E-Verify requirements. Company name Federal Employer Identification No. Signature Date Print Name Title STATE OF FLORIDA PALM BEACH COUNTY Sworn and subscribed before me by means of❑physical presence or ❑online notarization on this day of ,20 by ,who is personally known to me or has produced as identification and who did/did not take an oath, in the state and county first mentioned above. Notary Public (affix seal) My Commission Expires: NOLLV(1NI1N0080d 133131O01W 33S 3NIlHC;.V,% NOLLVf1NI1NO3 b031331 WC11CS 33S 3NIlH3iVn P w D w fi t LU Ir ti t L � — = w I O (DZ = o jX 40 1�7 3 n to I ;r I ;f { NouvnNUNOO�8 -1IHOIb d01 33S 3NIIHOlVW NOUVnN1.N00 210d 1H°AM 3lOON 33S 3NIIHOiM