HomeMy WebLinkAboutDocumentation_Workshop_Tab 06_10/30/2017 DEVELOPER'S AGREEMENT
BY AND BETWEEN
THE VILLAGE OF TEQUESTA
AND
BARTL REAL ESTATE, INC.
THIS AGREEMENT(this "Agreement"), made and entered into this_day of
20_, by and between +H„ nnnvne nnin �ni i n�� rni inirii n� THE VILLAGE OF TEQUESTA, d mUnicipal
corporation of the state of Florida (the "Village"), and BARTL REAL ESTATE, INC., a corporation registered
and in good standing in the state of Florida (the "Developer").
WHEREAS, the Developer has applied for permission from the Village to construct an Alley for
vehicular access and associated improvements within a public right-of-way controlled e�e�by the Village;
and
WHEREAS, the Developer has submitted to the Village plans for the construction of the Alley
improvements(as further described herein)�•�"��" �'�^� ",,,^ "^^^ ^ ,��' "„+"^""''R�; and
WHEREAS, the Village is willing to grant to the Developer the right to construct said improvements
to the Allev consistin� +"��� of approximately 180 feet in length and 20 feet in width located
approximately 120 feet east of the eastern right-of-way line of U.S. Highway 1 between Palm Court and
Harbor Road South (the "Alley��"), pursuant to the terms and conditions hereof.
NOW,THEREFORE, in consideration of the foregoing and other good and valuable consideration,
the receipt and sufficiency of wnich is hereby acknowledged,the parties hereto agree as follows:
1. THE PROJECT
1.1. The project�"^ "���shall consist of the installation of pavement, curbing, drainage
structures,exfiltration trench,landscaping,a six(6)foot concrete wall,signage and striping
along with all pertinent work set forth on the plans entitled "Civil Engineering Plans for:
Austrade Office Building" (the "Construction Plans")which are on file with the Village and
are incorporated herein by reference (the "Proiect"l.
1.2. The Developer shall cause all work relating to the Project to be performed in a good and
workmanlike manner, and in accordance with all applicable laws and other governmental
requirements.
1.3. The Developer shall work diligently to complete the Project on schedule.
2. RIGHT OF WAY/RIGHT OF ENTRY
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2.1. The Developer shall perform all work relating to the Project only within the Village-
controlled e�+e� right-of-way. This Agreement will serve as a right of entry for the
Developer to enter the Allev��to perform work. Execution of this Agreement by
the Village shall not constitute a right of entry for the Developer to work anywhere but
within the Allev�.
3. TERM
3.1. This Agreement shall commence upon the date of approval by the Village Council and shall
terminate ^ �'^�' "����+�^�^ �,� �'^f�^��' "�'^`^' "„*"^""'�'^� after the Maintenance
Period (as defined herein) has expired (the "Term").
4. DESIGN PLANS AND CONSTRUCTION
4.1. The Developer hereby assumes responsibility for all construction designs, plans and
preparations relating to the Project. '
4.2. All plans submitted to the Village for approval must bear the stamp of a registered
professional engineer who is licensed in the state of Florida.
4.3. All plans and construction methods must be in accordance with all applicable Village, state
and federal standards.
4.4. The Developer's plans for construction must include all work contemplated under the
Project, a sequence for construction, and any and all related notes.
4.5. The Developer shall have already furnished to the Village, and the Village shalf have
approved the Construction Plans for the Project arior to anv work commencin�in the Allev
for the Proiect.
4.6. The Construction Plans,as approved by the Village,shall be amended only by prior written
agreement between the parties hereto and in accordance with apqlicable Villa�e codes
and procedures.
5. CONSTRUCTION
5.1. The Developer shall be solely responsible for the construction of the Project in accordance
with the Village-approved Construction Plans and in conformity with all applicable laws and
construction standards.
5.2. The Developer shall use only certified contractors properly licensed in the state of Florida
for the specific work they are to perForm.
5.3. The Developer shall comply with all applicable requirements of the Village and the state of
Florida as it relates to erosion and sediment control.
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5.4. The Developer, at its sole cost and expense, shall repair and restore all roadway areas
which are impacted by the performance of the work hereunder, and such repair and
restoration work shall be in compliance with all applicable requirements of the Village,
Palm Beach County and state of Florida requirements.
5.5. The Developer shall, at its sole cost and expense, be responsible for obtaining all required
permits and making all applications necessary for the Project. The approval of this
Agreement by the Village in no way waives the Developer's obligation to make such
applications and obtain such permits.
5.6. The Village shall inspect the Project as it deems necessary during construction, upon the
completion of the work and at the expiration of the Maintenance Period.
6. OWNERSHIP AND MAINTENANCE
6.1. The parties hereby agree that,upon submission of the Developer's plans to the Village,the
plans become the property of the Village. The Village shall provide the Developer with two
(2) complete copies of the final approved plans. If additional copies are needed, the
Developer may request such from the Village, and shall pay all reproduction costs
associated therewith.
6.2. Upon the completion of construction of the Project and notification thereof by the
Developer, the Village shall inspect all work performed pursuant to the Project, and if it
finds the work to be satisfactory, the Village shall issue a conditional acceptance thereof
(the "Conditional Acceptance"), upon which the alley may be open for use by the
Developer and the public. From the date of issuance of the Conditional Acceptance, a one
(1) year maintenance period shall commence (the "Maintenance Period"), during which
any improvements and/or repairs that are required to the Property to ensure the work is
compliant with approved Construction Plans,subject to the sole but reasonable discretion
of the Village,shall be the responsibility of the Developer upon written notice by the Village
and shall be performed by the Developer in a timely manner. Upon the expiration of the
Maintenance Period,a final inspection shall be made by the Village,and if it finds the work
performed pursuant to the Project remains satisfactory, the Village shall issue a Final
Acceptance.
6.3. From the commencement of the work through Final Acceptance,and bevond for the entire
term ofthis A�reement,any and all costs incurred for any�repairs to the Project
which, in the sole discretion of the Village, may be required to be made ""+"^ "�",^^ �f
�e�ned "�� *�-;r-��ek#er���e„—"at+Ee b�--�he "'�, shall be the
responsibility of the Developer,who shall either compete such repairs itself,or coordinate
with the Villa�e and to the extent that the Villa�e incurs anv expense, promptly reimburse
the Village for all such costs.
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6.4. All improvements shall become the sole property of the Village, and under its complete
control, upon Final Acceptance.
6.5. At all times during the Term, the Village, its employees and other agents, shall have the
absolute right of ingress, egress and access to the Project site for any and all purposes,
including but not limited to inspection, maintenance, repair, removal, relocation,
alteration, or any other purpose deemed necessary based upon the results of any
inspection performed by the Village. It is a�reed and acknowled�ed bv the parties that the
Allev is a public ri�ht of wav located in the Villa�e.
7. FEES
7.1. In order to perform the Project, the Developer shall pay to the Village all applicable plan
review and permit fees.
8. OTHER AGENCIES'COSTS
8.1. In the event that services and/or materials of other agencies of the Village are required by
the Developer in the performance of the work hereunder,the Developer shall pay the full
cost of these services and/or materials to the Villa�e �'����+�„ +„ +h„ „-,r;,,,,� -,,.,,.,,.;��
��.
9. INDEMNIFICATION
9.1. The Developer shall indemnify, save, defend and hold harmless the Village, its
elected/appointed officials, "''�, agencies, agents, servants, consultants and
employees, from any and all suits, actions, claims, demands, damages, losses, expenses
and/or costs of every kind and description, including attorneys' fees and court costs
associated therewith, to which the Village may be subjected or put by reason of injury
(including death) to persons or property, arising out of or resulting from any act or
omission, whether willful, negligent, or otherwise, of the Developer, its employees or
agents, in connection with the performance ofthe work hereunder, ��^+�' ���^" *�m^.•,�^^
I ��hC.-
�cTTc.
9.2. The Village shall have the right to control the defense of all such claims,lawsuits,and other
proceedings. In no event shall the Developer settle any such claim, lawsuit or proceeding
without Village's prior written approval. In the event of any liability claim against the
Developer, the Developer shall not seek to join the Village, its elected/appointed officials,
employees,or agents in such action or hold such responsible in any way for legal protection
of the Developer.
9.3. The obligations of this Section shall survive until the issuance of Conditional Acceptance or
earlier termination of this Agreement.
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10. INSURANCE
10.1. The Developer shall cause to be procured or maintained in full force and effect during the
Term of this Agreement, by the Developer's Contractor, general liability insurance (the
"Developer's Insurance) acceptable to the Village, which specifically covers all exposures
incident to the intent and responsibilities under this Agreement in the amounts set forth
below (Herein, the term "Developer's Insurance" shall mean insurance provided by
Developer's contractor):
10.1.1. Workers' compensation insurance within Florida statutory limits and employers'
liability insurance with minimum limits of$100,000.00 each accident.
10.1.2. Comprehensive general liability insurance with minimum limits of $3,000,000 as
the combined single limit for each occurrence of bodily injury, personal injury and
property damage. The policy shall provide blanket liability insurance and shall
include coverage for products and completed operations liability, independent
contractor's liability; coverage for property damage from perils of explosion,
collapse or damage to underground utilities,commonly known as XCU coverage.
10.1.3. Automobile liability insurance covering all owned, hired, and nonowned vehicles
in use by the Developer's contractor, its employees and agents, with personal
protection insurance and property protection insurance to comply with the
provisions of the applicable State law, including residual liability insurance with
minimum limits of$2,000,000.00 as the combined single limit for each occurrence
for bodily injury and property damage.
10.1.4. Named insureds.All certificates of insurance shall name the Village of Tequesta as
an additional insured.
10.1.5. Cancellation of policies of insurance.At least 60 days prior written notice shall be
given to the Village by the insurer of any intention not to renew such policy or to
cancel, replace or materially alter same,such notice to be given by registered mail
to the Village.
10.2. The Developer's Insurance shall apply separately to each insured against whom claim is
made and/or lawsuit is brought, except with respect to the limits of the insurer's liability.
10.3. The Developer's Insurance coverage shall be primary insurance as respects the Village, its
elected/appointed officials, "'�',�^^�,- employees, consultants and agents. Any insurance
and/or self-insurance maintained by the Village, its elected/appointed officials, "'�',�^^�,-
employees, consultants or agents, shall not contribute with the Developer's insurance or
benefit the Developer in any way.
10.4. Failure to obtain or maintain insurance coverage as required, or failure to furnish
Certificates of Insurance as required, shall constitute a material breach of this Agreement
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and shall entitle the Village to terminate this Agreement immediately upon written notice
to the Developer.
10.5. Notwithstanding anything to the contrary in any applicable insurance policy,the Developer
expressly warrants, attests and certifies that there are no carve outs or exclusions to the
policy coverage and limitations stated herein, except as required by law.
11. COMPLIANCE WITH LAWS:
11.1. The Developer hereby represents, warrants, covenants, and agrees that:
11.1.1. It is qualified to do business in the state of Florida and that it will take such action
as,from time to time hereafter, may be necessary to remain so qualified;
11.1.2. The Developer's name in this Agreement is its full legal name;
11.1.3. It has the authority and legal capacity to enter into this Agreement and fulfill its
obligations hereunder;
11.1.4. The execution and delivery by it of this Agreement and the performance by it of
its obligations hereunder have been duly authorized by all requisite action of its
stockholders, partners or members, and by its board of directors or other
governing body(if applicable);
11.1.5. During the Term, it will comply with all federal, state and local laws, ordinances,
rules and regulations, including interim expenditure and annual report
requirements, and applicable codes of ethics pertaining to or regulating the
services to be performed pursuant to this Agreement, including those now in
effect and hereafter adopted;
11.1.6. There are no suits or proceedings pending or threatened, whether in (aw or in
equity, to the best of the Developer's knowledge, which if adversely determined,
would have a material adverse effect on the financial condition or business of the
Developer; and
11.1.7. It has obtained, at its expense, all licenses, permits, insurance, and governmental
approvals, if any, necessary to perform its obligations under this Agreement.
11.2. If the Developer fails to fulfill its obligations under this Agreement properly and in a timely
manner, including failure to perform construction in good faith in accordance with the
approved construction schedule, or otherwise violates any provision of this Agreement,
including the above representations and warranties, the Village shall have the immediate
right to complete or remove the work and hold the Developer responsible for
reimbursement of any associated costs incurred by the Village, and the parties agree that
the Village shall automatically be released from any and all claims the Developer may
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otherwise have relating to the Project. The Village may, in its sole discretion, allow the
Developer a specified time period in which to cure a breach and/or otherwise correct
and/or improve its performance under the Agreement to the Village's sole satisfaction.
12. GENERAL PROVISIONS
12.1. Notice.
12.1.1. All notices, requests, claims, demands and other communications required or
permitted under this Agreement(collectively, "Notices") shall be in writing and be
given (i) by delivery in person, (ii) by a nationafly recognized next day courier
service, (iii) by registered or certified mail, postage prepaid, to the address of the
party specified in this Agreement or such other address as either party may specify
in writing to the following:
FOR THE DEVELOPER:
Mr. Gary Bartl
Bartl Real Estate, Inc.
3309 Northlake Boulevard,Suite 201
Palm Beacn Gardens, Florida 33403
FOR THE VILLAGE:
nn. nn��h-,,,� o �,.,,-.,,, �r, Office ofthe Village Manager
Village of Tequesta
345 Tequesta Drive
Tequesta, Florida 33469
12.1.2. All Notices shall be effective upon receipt by the party to which notice is given.
12.2. Governance.
12.2.1. This Agreement is made in the state of Florida and shall be governed by the laws
of the state of Florida, including the applicable statute of limitations, without
regard to the conflict of law rules.
12.2.2. The legal venue of this Agreement and any disputes arising from it shall be settled
in Palm Beach County, Florida. The Developer hereby irrevocably waives any
objections and any right to immunity on the ground of venue or the convenience
of the forum, or to the jurisdiction of such courts or from the execution of
judgments resulting therefrom.
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12.3. No Waiver. A party's failure to insist on compliance or enforcement of any provision of
this Agreement shall not affect its validity or enforceability or constitute a waiver of future
enforcement of that provision or of any other provision of this Agreement.
12.4. Severability. Each provision of this Agreement shall be deemed to be a separate,severable,
and independently enforceable provision. The invalidity or breach of any provision shall
not cause the invalidity or breach of the remaining provisions or of this Agreement,which
shall remain in full force and effect.
12.5. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of
the respective personal and legal representatives, successors, guardians, heirs and
permitted assigns of the parties hereto and all persons claiming by and through them.
12.6. A�encv. Nothing herein contained shall be construed to constitute any party the agent,
servant or employee of the other party, except as specifically provided in this Agreement.
No party has the authority to act as an agent of the other party except as specifically
provided in this Agreement.
12.7. Gender. Words of gender used in this Agreement may be construed to include any gender;
words in the singular may include the plural of words, and vice versa.
12.8. Headings. Any heading of the paragraphs in this Agreement is inserted for convenience
and reference only, and shall be disregarded in construing and/or interpreting this
Agreement.
12.9. Multiple Copies. This Agreement may be executed in any number of copies and each such
copy shall be deemed an original.
12.10. Recitals. The recitals are hereby incorporated as part of this Agreement.
12.11. Survival. The representations, warranties, covenants promises and agreements contained
in this Agreement shall survive the execution and consummation of this Agreement, and
shall continue until the applicable statute of limitations shall have barred any claims
thereon.
12.12. Interpretation. In the event of an ambiguity or question as to the meaning of any provision
of this Agreement, or a conflict, or inconsistency between similar terms, conditions, or
language between or within this Agreement and the provisions of any exhibit or schedule
attached hereto or any document referred to herein,the interpretation placed thereon by
the Village shall be final and binding on the parties hereto, provided that any such
interpretation shall not be unreasonable.
12.13. Remedies Cumulative. The rights and remedies provided by this Agreement are
cumulative and the use of any one right or remedy by any party shall not preclude or waive
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the right to use any or all other remedies. Said rights and remedies are given in addition
to any other rights the parties may have by law,statute, ordinance or otherwise.
12.14. Modifications and Amendments.Any and all modifications, alterations,or amendments to
the provisions of this Agreement must be by means of a written amendment that refers to
and incorporates this Agreement, is duly executed by an authorized representative of each
party, and is approved by the Village Councii. No modifications, alterations, or
amendments of this Agreement are valid and enforceable unless the above requirements
have been satisfied.
12.15. Assi�nability/Subcontractin�. The Developer shall not assign,transfer, or subcontract any
part of this Agreement without the prior written consent of the Village, which shall not be
unreasonably withheld. �
12.16. Entire A�reement. This Agreement constitutes the entire, full and final understanding
between the parties hereto and neither party shall be bound by any representations,
statements, promises or agreements not expressly set forth herein. The parties do not
intend to sign this Agreement under seal to make it a specialty under Maryland law and
hereby agree to impose the standard statute of limitations on this Agreement.
12.17. Null and Void. Should this Agreement not be approved by the Village Council, it shall be
considered null and void.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the day and year first
above written.
ATTEST nnnvno nn�n�ni i n�r�ni inirii n�THE VILLAGE OF TEQUESTA
By:
Custodian of the Village Seal Name:
Title:
STATE OF }
}SS:
COUNTY OF }
On this day of , 2017, the foregoing Agreement was
acknowledged before me by , as of
, a municipal corporation, on behalf of the corporation, and he/she is
personally known to me OR who has produced
as identification.
[Notary Seal]
Notary Public
Print Name:
Commission No.
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WITNESS BARTL REAL ESTATE, INC.
By:
Name:
Title:
STATE OF }
}SS:
COUNTY OF }
On this day of , 2017, the foregoing Agreement was
acknowledged before me by , as of
, a Florida corporation, on behalf of the corporation, and he/she is
personally known to me OR who has produced
as identification.
[Notary Seal]
Notary Public
Print Name:
Commission No.
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