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Home My WebLink About2003-010 / -/y o3 12/30/02(PWD)jwd/rt(wc)dev. 0/0 DEVELOPERS AGREEMENT FOR CONSTRUCTION OF IMPROVEMENTS TO 101h COURT INDIAN RIVER COUNTY, FLORIDA THIS AGREEMENT for Construction of Improvements to 10`h Court, north of 37`h Street, Indian River County, Florida, is made this 14thday of January , 2003, between THE MEDICAL ARTS BUILDING OF VERO BEACH, LLC., P.O. BOX 2069, VERO BEACH, FLORIDA 32961 ("DEVELOPER"), and INDIAN RIVER COUNTY, a political subdivision of the State of Florida, ("COUNTY"): RECITALS: A. The DEVELOPER is constructing a major site plan office building on Lot 1 and 2, Medical Services Subdivision. B. The DEVELOPER has agreed to construct a portion of 10`h Court to complement the office building in Indian River County, Florida, and to provide future access to property in the County. C. COUNTY and DEVELOPER desire that the actual construction of 10`h Court occur in conjunction with the DEVELOPER'S project. AGREEMENT: For and in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Recitals. The foregoing recitals are hereby incorporated as if fully restated herein. 2. Construction of 101h Court. a. The DEVELOPER is planning a one-phase project. Prior to June 30, 2003, the DEVELOPER agrees to construct 10`h Court as a two-lane paved roadway, according to COUNTY approved standards, along his west property line frontage. DEVELOPER shall prepare design drawings and obtain necessary permits. b. The DEVELOPER shall pay 75 % of the cost of survey, engineering, permitting, construction, inspection and related costs for paving and drainage improvements ($15,546.75) for a two-lane roadway. The COUNTY shall pay 25% ($5,182.25) of the costs. The COUNTY prior to construction approved all costs and design. FAPublic Works\Rebecca\SITE PLAWDevelopees Agreements\Central Groves-Dev.doc 1 3. Entire Agreement. This Agreement embodies the entire agreement between the parties relative to the subject matter hereof, and there is no oral or written agreements between the parties, nor any representations made by either party relative to the subject matter hereof, which are not expressly set forth herein. 4. Amendment. Only a written instrument executed by the party or parties to be bound thereby may amend this Agreement. 5. Time of Essence. Time is of the essence of this Agreement; however, if the final date of any period which is set out in any provision of this Agreement falls on a Saturday, Sunday or legal holiday under the laws of the United States or the State of Florida, then, in such event, the time of such period shall be extended to the next day which is not a Saturday, Sunday or legal holiday. 6. Governing. This Agreement shall be governed by the laws of the State of Florida and the laws of the United States pertaining to transactions in such State. All of the Parties to this agreement have participated freely in the negotiation and preparation hereof, accordingly, this Agreement shall not be more strictly construed against any one of the parties hereto. This Agreement and all matters arising hereunder shall be governed by and construed in accordance with the laws of the State of Florida. Venue hereunder shall lie in Indian River County, Florida. 7. Successors and Assigns: Assignment. This Agreement shall bind and inure to the benefit of the parties and their respective successors and assigns. DEVELOPER may assign DEVELOPER'S rights and obligations under this Agreement to an affiliated or associated legal entity in conjunction with development of the planned residential development. 8. Invalid Provision. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by such illegal, invalid, or unenforceable provision or by its severance from this Agreement. 9. Attorney's Fees. In the even it becomes necessary for either party hereto to file suit to enforce this Agreement or any provision contained herein, the party prevailing in such suit shall be entitled to recover, in addition to all other remedies or damages, as provided herein, 2 12/30/02(PWD)jwd/rt(wc)dev. reasonable attorneys' fees, paralegal fees and cost incurred in such suit at trial, appellate, bankruptcy and/or administrative proceedings. 10. Multiple Counteroarts. This Agreement may be executed in a number of identical counterparts which, taken together, shall constitute collectively one (1) Agreement; but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart executed by the party to be charged. 11. Date of this Agreement. This Agreement shall not be effective unless signed by both DEVELOPER and COUNTY. As used in this Agreement, the terms "date of this Agreement" or "date hereof' shall mean and refer to the date of execution of the last of DEVELOPER or COUNTY to execute this Agreement. 12. Authority. Each party hereto represents and warrants to the other that the execution of this agreement and any other documents required or necessary to be executed pursuant to the provisions hereof are valid, binding obligations and is enforceable in accordance with their terms. 13. Conditions Precedent. The obligations of both parties to this Agreement are expressly conditioned upon the DEVELOPER'S decision, at DEVELOPER'S sole discretion, to proceed with the Development. 14. Insurance And Indemnification During the performance of the work covered by this Agreement, the DEVELOPER shall provide the COUNTY with evidence that the DEVELOPER's Contractor has obtained and maintains the insurance listed in the Agreement. A. DEVELOPER's Contractor shall procure and maintain for the duration of all construction contracts, insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the work hereunder by the DEVELOPER, his agents, representatives, employees or sub-contractors. B. Minimum Scope of Insurance 1. Worker's Compensation as required by the State of Florida. Employers Liability of $100,000 each accident, $500,000 disease policy limit, and $100,000 disease each employee. 2. General Liability$1,000,000 combined single limit per accident for bodily injury and property damage. County shall be an additional insured. Auto Liability $1,000,000 combined single limit per accident for bodily injury F:\Public Works\Rebecca\SITE PLANS\Developer's Agreements\Central Groves-Dev.doc 3 and property damage for owned and non-owned vehicles. County shall be an additional insured. 3. Professional Liability Insurance providing coverage for intentional, reckless or negligent acts, errors, or omissions committed or alleged to have been committed by DEVELOPER's Engineer with a limit of $500,000 per claim/annual aggregate. There shall be no more than $5,000 deductible per claim amount unless the DEVELOPER provides a Certified Copy of a financial report which has been approved by the County Risk Manager. This insurance shall extend coverage to loss of interest, earning, profit, use and business interruption, cost of replacement power, and other special, indirect and consequential damages. C. Any deductibles or self-insured retentions greater than $5,000 must be approved by the Risk Manager for Indian River County with the ultimate responsibility for same going to the DEVELOPER. D. DEVELOPER'S insurance coverage shall be primary. E. All above insurance policies shall be placed with insurers with a Best's rating of no less that A + VII. The insurer chosen shall also be licensed to do business in Florida. F. The insurance policies procured shall be per occurrence policies or as generally available on the open insurance market. G. The Insurance Carriers shall supply Certificates of Insurance evidencing such coverage to the Indian River County Risk Management Department prior to the execution of this Contract. H. The insurance companies selected shall send written verification to the Indian River County Risk Management Department that they will provide 30 days written notice to the Indian River County Department of Risk Management of its intent to cancel or terminate said policies of insurance. I. A written safety inspection plan must be submitted to the Indian River County Risk Management Department for approval prior to the signing of the contract. J. DEVELOPER shall include in all sub-contracts for sub-contractors as insured under its policies or shall furnish separate certificates and endorsements for each sub-contractor. All coverages for sub-contractors shall be subject to all of the requirements stated herein. 4 12/30/02(PWD)jwd/rt(wc)dev. IN WITNESS WHEREOF, the parties have set their hands and seals the day and year first above written. Signed, sealed and delivered THE MEDICAL ARTS BUILDING In the presence of: OF VERO BEACH, LLC BY President INDIAN R R CO TY, FLORIDA BO F COUNT SSI NE By 1. K net R. ac t , Cha' an Date Approved 01-14-2003 Jam/s E. Chandler, County Administrator Attest: .' �A; Jeffrey K. Barton, Clerk of Cou County Attorney Indian River County Approved Date Administration Budget j E/03 Co.Atty Risk Management Public Works F:\Public Works\Rebecca\SITE PLANS\Developer's Agreements\Central Groves-Medical Arts-Dev.doc 5