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HomeMy WebLinkAbout2008-399A IZ Cl 6 v � AGREEMENT for SEAWALL REPAIRS COST- SHARING INDIAN RIVER COUNTY PROJECT 0822 THIS AGREEMENT for SEAWALL REPAIRS COST- SHARING (" Agreement" ) entered into this 9th day of December _ , 2008 by and among INDIAN RIVER COUNTY , a political subdivision of the State of Florida ( " County" ) ; and The Moorings Club , Inc , a not for profit corporation existing under the laws of the State of Florida ( "The Moorings " ) . BACKGROUND RECITALS A . Indian River County and The Moorings Club Inc . own and maintain certain existing seawalls located at , respectively , 400 and 600 Harbour Drive , Vero Beach Fl . 32963 ; B . The seawall owned by The Moorings is located in Indian River County parcel ID number 33402100000003000003 . 2 and the seawall owned by Indian River County is located adjacent to Harbour Drive and Cutlass Cove as shown in the plat of " The Moorings . Unit Three " Plat Book 8 Page 63A , as recorded in the Official Records of Indian River County , Florida ; are in poor repair ; C . The seawalls require early repair to avoid further deterioration and subsequent failure resulting in upland property loss and combining repairs to both seawalls into one construction contract would be beneficial to both parties relative to financial , uniformity , and timing considerations ; and D . It is Indian River County ' s intention to repair approximately 340 lineal feet of seawall and The Moorings ' intention to repair approximately 270 lineal feet of seawall , all in accordance with the terms of this Agreement , such repairs collectively performed under Indian River County " Seawall Repairs Project Number 0822 " . NOW THEREFORE , in consideration of the mutual covenants and promises herein contained and other good and valuable consideration , and intending to be legally bound , the County , and The Moorings agree as follows : 1 . The background recitals are true and correct and form a material part of this Agreement . 2 . The County , in accordance with this Agreement , shall competitively bid , award , and supervise the construction of the Seawall Repairs Project Number 0822 , using the technical specifications in the bid documents provided by the Indian River County Department of Public Works . 3 . The Moorings and the County each acknowledge and agree that Seawall Repairs Project 0822 includes : i ) mobilization ; ii ) demobilization ; iii ) removal and disposal of existing seawall cap , deadmen , and ties ; iv) construction of new seawall cap , deadmen , and ties ; v) earthwork ; and vi ) related materials including , but not limited to , the expenses 1 s P associated with any restoration of vegetation and damages to the project site and adjacent areas . The estimated cost of the Seawall Repairs Project 0822 is $ 77 , 580 . The Moorings agrees to fund its portion of the costs of Seawall Repairs Project 0822 , based on prorated seawall frontage as follows : The Moorings Club ' s share is estimated to be $ 34 , 660 and the County ' s share is estimated to be $42 , 920 . If the actual costs of the Project , while under construction , approach the foregoing estimates , County staff will consider construction alternatives to reduce project costs . The Moorings agrees that any reduction /addition to the prorated shares shall be adjusted based upon the following calculation of each entity ' s : 270 ft . for The Moorings and 340 ft . for the County . 4 . On or before November 12 , 2008 , The Moorings shall tender a check payable to the Indian River County Board of County Commissioners in the amount of $ 34 , 660 . The County shall deposit the check into a segregated line item of the Indian River County Board of County Commissioners specifically identified to Seawall Repairs Project 0822 . The parties acknowledge and agree that the aggregate amount of $ 77 , 580 is an estimate of the Seawall Repairs Project 0822 costs . In the event the Seawall Repairs Project 0822 costs exceed $ 77 , 580 , the County shall promptly notify The Moorings , and The Moorings shall tender a check payable to the Indian River County Board of County Commissioners in an amount sufficient to cover the pro- rata share of The Moorings ' additional costs within 10 business days . In the event the total Project costs are less than $ 77 , 580 , the County shall refund the difference to The Moorings following final payment to the contractor for Seawall Repairs Project 0822 . 5 . The Moorings acknowledges and agrees to grant to the County a temporary access easement , in substantially the form set forth on Exhibit A attached hereto and by this reference made a part hereof for purposes of constructing Seawall Repairs Project 0822 . 6 . The Moorings acknowledges and agrees promptly to review and approve , or disapprove , with specificity and in writing any and all contractor invoices as required in connection with Seawall Repairs Project 0822 and promptly return the approved , or disapproved as aforesaid , contractor invoices to the County . 7 . Any notice , request , demand , consent , approval or other communication required or permitted by this Agreement shall be given or made in writing and shall be served , as elected by the party giving such notice , by any of the following methods : ( 1 ) Hand delivery to the other party ; or ( 2 ) Delivery by commercial overnight courier service ; or ( 3 ) Mailed by registered or certified mail ( postage prepaid ) , return receipt requested at the addresses of the parties shown below : Indian River County : Indian River County Public Works Department Attn : Mr . James Davis P . E . 1801 27th Street , Vero Beach , Florida 32960 The Moorings Club Inc . Attn : Craig Hunter Jones , CCM , MCFE 100 Harbour Drive , Vero Beach , Florida 32963 2 8 . The validity , interpretation , construction , and effect of this Agreement shall be in accordance with and governed by the laws of the State of Florida , only . The location for settlement of any and all claims , controversies , or disputes , arising out of or relating to any part of this Agreement , or any breach hereof, as well as any litigation between the parties , shall be Indian River County , Florida for claims brought in state court , and the Southern District of Florida for those claims justiciable in federal court . 9 . This Agreement incorporates and includes all prior and contemporaneous negotiations , correspondence , conversations , agreements , and understandings applicable to the matters contained herein and the parties agree that there are no commitments , agreements , or understandings concerning the subject matter of this Agreement that are not contained herein . Accordingly , it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements , whether oral or written . It is further agreed that no modification , amendment or alteration in the terms and conditions contained herein shall be effective unless contained in a written document signed by all parties . 10 . If any term or provision of this Agreement or the application thereof to any person or circumstance shall , to any extent , be held invalid or unenforceable for the remainder of this Agreement , then the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected , and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law . 11 . Captions in this Agreement are included for convenience only and are not to be considered in any construction or interpretation of this Agreement or any of its provisions . Unless the context indicates otherwise , words importing the singular number include the plural number, and vice versa . Words of any gender include the correlative words of the other genders , unless the sense indicates otherwise . 12 . The Moorings . shall indemnify and save harmless the County , its agents , officials , and employees from and against any and all claims , liabilities , losses , damage , or causes of action which may arise from any misconduct , negligent act , or omissions of The Moorings or any of its respective agents , officers , or employees in connection with the performance of this Agreement . 13 . The Moorings agrees to comply with the provisions of Chapter 119 , Florida Statutes ( Public Records Law) in connection with this Agreement . 14 . This Agreement may be executed in any number of counterparts , each of which shall be deemed an original and all of which shall constitute but one and the same document . [remainder of page intentionally blank] 3 IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day and year first written above . INDIAN RIVER COUNTY BOARD OF COUNTY COMMISSIONERS Mary Louise Scheidt, Clerk, Ad Interim ( Seal ) Deputy Clerk Wesley S . Davis , Chain.ran Date BCC approved : Doc r 9 , 2008 APPROVED Jos ph A . Baird , County Administrator APPROVED AS TO FORM GA SUF Y L � Marian E . Fel , Senior Assistant County Attorney The Moorings Club , Inc . Attest : By : w ,� By Title : Secretary ( corp . seal ) 4 4 TEMPORARY CONSTRUCTION EASEMENT EXHIBIT "A" This Grant of Temporary Construction Easement made and executed this OL day of h3bga 2008 , by The Moorings Club , Inc , a Florida non - profit corporation , existing under the laws of the State of Florida , whose address is 100 Harbour Drive , Vero Beach , FL 32963 ( GRANTOR ) , to Indian River County , a political subdivision of the State of Florida , whose address is 1801 27th Street , Vero Beach , FL 32960 ( GRANTEE ) , for the following described property : A parcel of land lying in government Lot 4 , Section 21 , Township 33 South , Range 40 East , Indian River County , Florida , also being a portion of that submerged bottom land described in Official Records Book 66 , Page 1 and Official Records Book 564 , Page 1833 of the public records of Indian River County , Florida , said parcel being more particularly described in Indian River County , Florida Official Records Book 0470 , Page 0389 also being Indian River County Parcel Number 21 - 33-40 - 00000 -0010-00003 . 0 ; WITNESSETH : That GRANTOR , for and in consideration of the sum of ONE DOLLAR and other good and valuable consideration , the receipt and sufficiency of which is hereby acknowledged , does hereby grant unto the GRANTEE , the above TEMPORARY CONSTRUCTION EASEMENT on , over , across , and beneath the Property situated in Indian River County , Florida for the following purpose : I The construction of seawall repairs , and related activities , including restoration and cleanup . This TEMPORARY CONSTRUCTION EASEMENT shall exist only until the completion of the construction work and related activities , estimated to be December 31 , 2009 , IN WITNESS WHEREOF , the GRANTOR has herein to set its hand the day and year first above written . Signed and delivered in the presence of: The Moorings nc . , a Florida non - profit rp Sign ' Sig Witness V ony J . Cal rone Printed Name : '/349WAA,4 �cR �'/3is resident Sign 41044's s ` ' Printed Name : _ L'uj STATE OF FLORIDA COUNTY OF INDIAN RIVER The foregoing i strument was acknowledged before me this �v7 day of 2008 , by Anthony J . Callarone , President of The Moorings Club , Inc . , a Florida non - profit corporation , on behalf of same . He is personalIXE to me or produced as identification . SUSAN M. MITCHELL. ^+� MV COMMISSION k DQ 418144 * v'?Y3M.X * EXPIRES : August 12 , 2009 Notary Public s Stamoed� �eaf°M& hM4dW9Me Commission number and expiration date :