HomeMy WebLinkAboutAgreement_General_10/12/2017_Tequesta Country Club_Bridge FIRST ADDENDUM TO AGREEMENT BETWEEN
THE VILLAGE OF TEQUESTA, FLORIDA
AND
TEQUESTA COUNTRY CLUB
This First Addendum to Agreement is made and entered into this day of October
2017, by and between the Village of Tequesta, Florida, a Florida municipal corporation whose
address is 345 Tequesta Drive, Tequesta, Florida 33469, hereinafter called the "Village"; and the
Tequesta Country Club, a Florida not-for-profit corporation whose address is 210 Country Club
Drive, Tequesta, Florida 33469, hereinafter called the "Club", together referred to as the
"Parties".
WHEREAS, the Village and the Club previously executed an Agreement on July 3,
1979, which granted the Village certain easement rights and certain obligations for storm
drainage system construction and maintenance purposes on the Club's golf course property,
including, but not limited to holding ponds and transmission lines; and
WHEREAS, the Agreement specifically provides for construction of the "Tequesta
Country Club Community Drainage Improvements" project, which, among other things, includes
construction of a bridge crossing the waterway between the 17th and 18th ponds, acceptable in
size, appearance and design to the Club; and
WHEREAS, the Agreement obligates the Village to maintain and operate the entire
drainage system, including the aforementioned bridge; and
WHEREAS, over time, the bridge has fallen into disrepair, and while temporary repairs
have been made by the Village, from time to time, a more permanent bridge replacement is
warranted for functionality and safety purposes; and
WHEREAS, during calendar year 2017, the Village and the Club have met on a number
of occasions to discuss a permanent repair/replacement solution for the bridge, and it has been
determined that the Club, as a private not-for-profit corporation, is better positioned to obtain the
most favorable pricing for repair/replacement of the bridge excluding repair/replacement of
concrete footers (approximately $50,000.00) as compared to the Village (between $90,000.00
and $141,000.00); and
WHEREAS, the Parties desire to amend the Agreement, in accordance with the terms set
forth below, in order to permanently transfer all rights and responsibilities regarding
maintenance, operation and repair of the bridge under the Agreement from the Village to the
Club, in order to allow the Club to obtain a more economical resolution to the bridge repair/
replacement issue, without diminishing the Village's rights and obligations regarding the storm
drainage system in general; and
WHEREAS, the proposed amendments to the Agreement will serve the best interest, and
will promote the health, safety and welfare of the Parties.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
Parties agree to amend the Agreement as follows:
SECTION 1. AMENDMENT TO AGREEMENT
1. The Agreement is hereby amended to at Paragraph 9 to read as follows:
"9. A, The Village shall be responsible for the maintenance and operation of the entire
drainage system constructed and operated by the Village and described by the documents
attached hereto on the property of the Club.to include the drainage system between the 16th and
18th ponds which provides drainage for Fairway East and Fairway West and to exclude the
bridge crossing the waterway between & 17th and 18th ponds. These included and excluded
items are further depicted on the man attached hereto as Exhibit"A". In addition to maintenance
of the pipe lines,the"flap gates"and the entire drainage system constructed by the Village on the
property of the Club,the Village is responsible for the removal of silt from ponds used as holding
ponds in the Village's drainage system. Anv maintenance and construction activities involving
the drainage system on the properly of the Club. or any silt removal from ponds shall be
scheduled in advance by the Village and shall be coordinated through_ and subiect to the
�ypervision of the Golf Course Superintendent of the Club and shall be completed with the
minimum possible damage to, or interruption of the activities involving the golf course or Club
ronerty. Anv damage to the Club property caused by the Village shall be repaired by the Village
at its expense.
L From and after the date hereof_ and in consideration of the payment of the sums
described in Section 3 hereof. the Club shall assume and undertake all of the previous
responsibilities of the Village under the Agreement relating to the bridge a_nd the Club shall
hereafter be responsible for the construction, maintenance and o Egtgp of the bridge crossing
the waterway between the 17th and 18� ponds. The Club shall coor mate and cooperate wi h
9r,-)d1.j&ge in its constructiolL maintenance and operation activities in order to vgnt ally
damage or failure of the storm drainage system."
2. The Agreement is hereby amended to at Paragraph 14 to read as follows:
"14. The Club shall not be liable to the Village or any third parties for failure of the
system to operate properly, nor for any damages caused by the storm drainage system, except as
may be occasioned by the negligence of the Club in the maintenance of its property- inch
the bridge crossing the waterwav between the 17th and 18th ponds_ or in the intentional or
negligent interference with the drainage system on the property. It is not the intention of the
Club by this paragraph to admit liability to or in faor gf third parties.,,
SECTION 2. EFFECT ON AGREEMENT
The terms and conditions set forth in this First Addendum to Agreement shall supersede
any term or condition in the Agreement that is in conflict or otherwise contrary to the intent of
the Parties regarding the transfer of responsibility for maintenance, operation and repair of the
drainage system between the 16th and 18th ponds which provides drainage for Fairway East and
Fairway West (which hereafter shall be the responsibility of the Village), and the bridge crossing
the waterway between the 17th and 18th ponds (which hereafter shall be the responsibility of the
Club) as stated herein. In all other respects, the Agreement shall remain in full force and effect.
This First Addendum to Agreement shall be appended to the Agreement.
SECTION 3.MISCELLANEOUS PROVISIONS
1. As consideration for the transfer of responsibility for maintenance, operation and repair
of the bridge crossing the waterway between the 17th and 18th ponds from the Village to the
Club, the Village agrees to pay the Club a one-time sum of Fifty Thousand Dollars ($50,000.00),
representing the estimated amount required by the Club to effectuate the bridge repairs/
replacement necessary at the present time. Any expense in excess of Fifty Thousand Dollars
($50,000.00) that is required to be paid for repair/replacement of the concrete footers or for
repair of other unanticipated and undetected conditions of the bridge that are unknown to the
Parties despite advance inspection of the bridge and its concrete footers by the Village Engineer,
shall not exceed an additional Ten Thousand Dollars ($10,000.00). The expenditure of any
portion of the additional Ten Thousand Dollars ($10,000.00)must be approved in advance by the
Village Engineer as being necessary to complete the repairs as well as having been a condition
that was unanticipated and undetected despite advance inspection of the bridge and its concrete
footers by the Village Engineer.
2. All future bridge repairs/replacement shall be at the sole expense of the Club.
3. In the event it should become necessary for either the Village or the Club to initiate
adversarial proceedings to enforce the terms of this First Addendum to Agreement, the prevailing
party shall be entitled to recover its reasonable attorney's fees incurred in such efforts. Venue for
any such proceeding shall be in a court of competent jurisdiction in Palm Beach County.
4. INSPECTOR GENERAL: 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.
5. PUBLIC RECORDS: In accordance with Sec. 119.0701, Florida Statutes, the Club must
keep and maintain this Agreement and any other records associated therewith. Upon request
from the Village's custodian of public records, the Club 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. In the event that
the Club fails to provide the public records to the Village, or fails to make them available for
inspection or copying within a reasonable time, the Club 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, the Club shall ensure that any exempt or confidential records associated with
this Agreement are not disclosed except as authorized by law for the duration of the Agreement
term, and following completion of the Agreement if the Club does not transfer the records to the
Village. Finally, upon completion of the Agreement, the Club shall transfer, at no cost to the
Village, all public records in possession of the Club, or keep and maintain public records
required by the Village. If the Club transfers all public records to the Village upon completion of
the Agreement, the Club shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If the Club keeps and
maintains public records upon completion of the Agreement, the Club 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 CLUB HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO IT'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS AGREEMENT, PLEASE
CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE
VILLAGE, AT (561) 768-0685, OR AT lmmilliams@gques or OR AT 345
TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469.
6. This First Addendum to Agreement, including Exhibit "A", constitutes the entire
understanding and agreement between the Parties regarding issues relating to the transfer of
responsibility for maintenance, operation and repair of the bridge crossing the waterway between
the 17th and 181h ponds from the Village to the Club. This First Addendum to Agreement shall
be effective upon express approval of the Village and the Club, which shall be evidenced by their
execution of same. This First Addendum to Agreement may not be amended except in writing
and with the express approval of the Village and the Club.
IN WITNESS WHEREOF, the Village of Tequesta has caused this First Addendum to
Agreement to be signed and executed on its behalf by its Mayor, and the Tequesta Country Club
has caused this First Addendum to Agreement to be signed and executed on its behalf by its
President, both in duplicate,the day and year first above written.
Village of T sta Tequesta Coun ry Club
By: By:
big Bre n,Mayor Mtew K. Kuntz,President
ATTEST: WITNESSES:
,,,,,"',a Quruu n� m
'�G.E......F•TF Lori McWilliams,MMC
P..o�Pog9•.4
'G illage Clerk f
SEAL �=
INCOFRPORATEp;
hrprprnununnuU"0
r
K H 18 storLnivater
}--L
V....r�If ffZ�eF�7�jf;.'r � :�3�✓ '�" '✓ ._
q, CLUB
All
AIRWAY \
Zc8
2.'G �38r'37 yY " j �.�' x\ r `
3J ` L'
12�2 231 �?'�-C Z 7 `✓ �� r * r n� ,,
�
J
9 N '
,- Z?- 220 -U
E �i U E S 7 A 4�f F —
n3 y : N, ;
171 y.2,�r ��9 1?� � r/7 T�tAQE�t-- t
r �q
Z- !
✓,. 2,� ,,° �"'� .._� COUNTRY j \w(1
e1
2+ 1
�S �\ ;S w � 1 e �� r� 3 1 7
-ARBOA%
rP7 ' !98 ".� l ����II II C39 J -
t7► � <
CLUB
� r s
/88 3/69 /88 i 35 J34 13 'S
r3 t3
r'e—'al�.�____— GOLF ��� �30 jai j2s
rO
17e limos t,
COURSE >--
,�� yrg�cn rJ0 ry `s JJ�" v J — —
�`
!� B
-s LimiTS ,�{ jD
2 103
13 1 F I 1\0 311 �3� gy �
-^� 0
90
1 Ix
if ✓r
—.- 5 p � s