HomeMy WebLinkAboutCity of Tamarac Resolution R-2014-045Temp. Reso. #12483
May 14, 2014
Page 1 of 3
RESOLUTION NO. T ) Ol('-�'S'-
A RESOLUTION BY THE CITY COMMISSION OF THE CITY OF
TAMARAC, FLORIDA APPROVING THE AGREEMENT FOR PROJECT
ADMINISTRATION SERVICES BETWEEN THE TAMARAC VILLAGE
COMMUNITY DEVELOPMENT DISTRICT AND THE CITY OF
TAMARAC; AUTHORIZING THE MAYOR TO EXECUTE THE
AGREEMENT FOR PROJECT ADMINISTRATION SERVICES;
PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City Commission approved Resolution No. R-2013-77
establishing the Tamarac Land Trust for the property owned by the City of Tamarac
along 57th Street between 94th Avenue and Pine Island Road; and
WHEREAS, the City of Tamarac, through Ordinance No. 0-201.2-1 on February
26, 2014, created the Tamarac Village Community Development District; and
WHEREAS, the City of Tamarac is the beneficiary of the Tamarac Village Land
Trust which owns and controls that certain land located with the Tamarac Village
Community Development District (District); and
WHEREAS, the Tamarac Village Community Development District is desirous
and agreeable for the
City of
Tamarac to
continue to manage the design
and
construction agreements
for the
infrastructure
improvements within the District as
set
forth in the Agreement for Project Administration Services attached hereto as Exhibit 1;
and
WHEREAS, the cost of the design and infrastructure improvements will be
reimbursed/acquired through the issuance of special assessment bonds by the district.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA:
1
Temp. Reso. # 12483
May 14, 2014
Page 2 of 3
Section 1:
The
foregoing
"WHEREAS" clauses are
hereby
ratified
and
confirmed as being
true
and correct,
and are incorporated herein
by this
reference.
All
exhibits attached hereto are incorporated herein and made a specific part of this
resolution.
Section 2: The appropriate City Officials hereby approve and the Mayor is
authorized to execute the Agreement for Project Administration Services between the
City of Tamarac and the Tamarac Village Community Development District, attached
hereto as Exhibit 1.
Section 3: All resolutions inconsistent or in conflict herewith shall be and are
hereby repealed insofar as there is conflict or inconsistency.
Section 4: If any section, sentence, clause, or phrase of this resolution is held to
be invalid or unconstitutional by any court of competent jurisdiction, then such holding
shall in no way affect the validity of the remaining portions of this resolution.
Section 5: This resolution shall become effective upon its passage and adoption
by the City Commission.
PASSED AND AD�P�TED BY THE CITY COMMISSION OF THE CITY OF TAMARAC,
FLORIDA THIS , DAY OF �, 2014.
CITY OF TAMARAC FLORIDA
HARRY DRESSLER, MAYOR
2
ATTEST:
PATRICIA TEUFEL,
CITY CLERK
I HEREBY CERTIFY THAT I HAVE
APPROVED THIS RESOLUTION
AS TO FORM
SA EL S.(GC'R)
CIT ATTORNEY
3
Temp. Reso. # 12483
May 14, 2014
Page 3of3
RECORD OF COMMISSION VOTE:
MAYOR DRESSLER g-�y
DIST 1: COMM. BUSHNELL
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DIST 2: VICE MAYOR GOMEZ GJAe
DIST 3: COMM. GLASSER �
DIST 4: COMM. PLACKO
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A►BLISHED•: �_
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1963
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is 1
AGREEMENT FOR
PROJECT ADMINISTRATION SERVICES
THIS AGREEMENT FOR PROJECT ADMINISTRATION SERVICES
("Agreement") is effective as of this 4 ay of A& , 2014 (the "Effective Date"), by
and between TAMARAC VILLAGE COMMUNI Y DEVELOPMENT DISTRICT, a local
unit of special purpose government established pursuant to Chapter 190, Florida Statutes, whose
address is 5385 N. Nob Hill Road, Sunrise, Florida 33351 (the "District"), and the CITY OF
TAMARAC, a munici al corporation of the State of Florida, whose address is
MG-7i� Tamarac, Florida the "City").
WITNESSETH:
WHEREAS District, a local unit of special purpose government, intends to issue certain
special assessment bonds (the "Bonds") in accordance with the Trust Indenture by and between
the District and a bonded trustee in accordance with Chapter 75, Florida Statutes (the "Trustee"),
as supplemented and amended from time to time (collectively, the "Indenture"), from which
certain proceeds will be used to acquire or construct certain infrastructure improvements,
including, but not limited to, water distribution system and wastewater collection system
facilities, water management and control facilities, road improvements, and open space,
recreation, and landscaping improvements (the "Project"); and
WHEREAS, the available proceeds of the Bonds
will
be
disbursed on behalf of the
District
by the
Trustee pursuant to the
terms of the
Indenture
and
the
Bonds;
and
WHEREAS, District desires to enter into an agreement with City in connection with the
completion of the construction of the Project, and City desires to provide, for no compensation,
those project administration services described herein and as necessary to complete the Project;
and
WHEREAS,
the
coordinated
effort of the
City and the District is necessary and
appropriate to insure
that
the
Project is
constructed
as
intended
and
planned.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants and
conditions contained herein, the receipt and adequacy of which consideration are hereby
acknowledged, District and City agree as follows:
ARTICLE 1
RESPONSIBILITIES OF CITY
1.1 District hereby authorizes City to and City will perform or cause to be performed the
project administration services necessary in connection with the construction of the infrastructure
within the scope of the Project, all as such Project is described in that certain Engineer's Report
to be presented and approved by the District Board of Supervisors, which, when approved by the
Board of Supervisors and as amended and supplemented from time to time, shall be incorporated
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t r,
into this Agreement by reference and made a part hereof. Such project administration services
shall include, without limitation, the services set forth in Exhibit "A" (the "Services").
1.2 With respect to the performance of the Services, City will exercise the degree of skill and
judgment commensurate with that normally exercised by the City in performing services of a
similar nature on City public infrastructure projects, including compliance with applicable
federal, state and local laws, ordinances and regulations.
1.3 Except as otherwise provided herein, City shall have no liability with respect to services,
materials or equipment provided by others for the Project under contracts or purchase orders
entered into between District and such others including without limitation, contracts and
purchase orders, for which City has acted as District's agent or authorized representative.
1.4 Limitations on Authority of City. Notwithstanding anything to the contrary herein, City shall not,
without the prior approval of the District, take or attempt any of the following actions:
1.4.1 Subject all or any portion of the Project or any property of the District to any mortgage,
lien or other encumbrance.
1.4.2. Take any action which would cause the district to expend funds or incur liabilities or
obligations to a third party except as expressly provided in the Project budget and this
Agreement.
1.4.3 Except as expressly provided in this Agreement, enter into, on its own behalf or on behalf
of the District, any consulting agreement, easement agreement, restrictive covenant,
construction contract, and any other agreement encumbering, affecting or otherwise
relating to the Project or any portion thereof; or modify, waive any right under, terminate
(or accept surrender of) or enforce such agreement (it being understood that all such
agreements are to be entered into by the District and shall require the approval and
execution of the District).
1.4.4 Borrow money or execute any promissory note, evidence of indebtedness guaranty or the
like in the name of or on behalf of the District.
1.4.5 In the name of the District, commence litigation against or settle claims of any contractor,
engineer or other subcontractor, supplier, laborer, or material men relating to the
development or construction of the Project.
1.4.7. Adjust, settle or compromise claims against District or bring litigation on behalf of the
District.
1.4.8 Take any other actions in conflict herewith without express instructions by the District.
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ARTICLE 2
RESPONSIBILITIES OF DISTRICT
2.1 Once it has obtained construction funding through the issuance of the Bonds, the District
will have financial responsibility for payment of all services provided by any consultant,
architect or engineer in performance of the conceptual, schematic, preliminary and final designs
for the Project, as well as sole financial responsibility for payment for all construction services,
labor, materials, equipment, tools, and other work employed, used, or incorporated in connection
with construction of the Project. This financial responsibility is limited to the amount of funding
available for such purposes pursuant to the Indenture and available proceeds from the Bonds.
2.2 District may furnish City with data and other information available to District which will
assist City in performing the Services, in which event City shall be entitled to rely on the
accuracy and sufficiency of such data and information.
ARTICLE 3
TERM OF PERFORMANCE
3.1 This Agreement shall be effective as of the Effective Date set forth above and shall
terminate ninety (90) days following Project completion, as determined by the District's engineer
unless otherwise extended by consent of both parties in writing.
3.2 Following the expiration of this Agreement, City shall, to the extent requested by District,
use its best efforts to enforce, on behalf of District, all warranties and guarantees in connection
with the Project; cause any and all defective work to be remedied and defective materials and
equipment to be replaced; and prosecute any claims against contractors and suppliers on behalf
of District. No fee or reimbursement of costs shall be paid to City on account of any of the
foregoing services performed by City subsequent to the expiration of this Agreement.
ARTICLE 4
DISTRICT PROJECT
4.1 District anticipates procuring components of the District Project through a combination
of one or more procurement processes, as may be determined to be in the best interest of the
District, as further defined below and in accordance with the procurement codes, rules and
regulations of the City:
4.1.1 Purchase of completed improvements of the Project pursuant to one or more
acquisition agreements with a developer of property within the District
("Developer") (hereinafter referred to as "Procurement via Acquisition
Agreement");
4.1.2 Purchase of partially completed improvements from Developer, acceptance of
assignment of one or more contracts and subsequent completion of portions of
Project by District under assigned contracts (hereinafter referred to as
"Procurement via Partial Assignment and Completion"); or
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4.1.3 Direct construction of components of Project under contracts entered into by the
District (hereinafter referred to as "Procurement via District Execution").
ARTICLE 5
COMPENSATION
5.1 No fees shall be paid to City by District for the Services based upon any of the
procurement methods employed by the District in Article 4 of this Agreement or for any of the
Services furnished by City in connection with the Project. City shall be entitled to certain
reimbursable costs in accordance with the Indenture and which have been approved in advance
by the District Manager of the District.
ARTICLE 6
DOCUMENTS
6.1 All rights in and title to all plans, drawings, specifications, concepts, designs, reports or
other tangible work product originally developed by City pursuant to this Agreement shall be
public records unless otherwise exempt from disclosure pursuant to Florida law.
6.2 All books, records, accounts and other information relating to the Project and required to
be maintained by City hereunder shall be the property of District. Upon request of District, or
upon termination of this Agreement, City shall immediately deliver to District all books, records,
accounts, and other information relating to the Project, including all correspondence, without any
charge or expense to District. City may retain a copy of all such information at its sole cost and
expense.
ARTICLE 7
FORCE MAJEURE
7.1 No party shall be considered in default in the performance of any of its obligations
hereunder to the extent that the performance of such obligations, except the payment of money,
is prevented or delayed by any cause, existing or future, beyond the reasonable control of the
affected party or by a strike, lockout or other labor difficulty (hereafter referred to as "Force
Majeure"). Nothing herein contained shall be construed as requiring any of the parties to accede
to any demands of labor or labor unions, suppliers or others not a party hereto which that party
considers unreasonable. However, suspensions of City's services or the Project as a result of any
strikes, lockouts or other labor difficulties shall be subject to the provisions of Article 8 of this
Agreement.
7.2 Each party hereto shall give notice promptly to the others of the nature and extent of any
event of Force Majeure claimed to delay or prevent its performance under this Agreement.
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ARTICLE 8
SUSPENSION OR TERMINATION
8.1 Anything in this Agreement to the contrary notwithstanding, District shall, in its sole
discretion and with or without cause, have the right to suspend or terminate this Agreement upon
thirty (30) days prior written notice to City. In the event of termination, District shall have no
liability whatsoever to City.
ARTICLE 9
INDEMNIFICATION
9.1 The District and the City are political subdivisions of the State of Florida subject to the
limitations contained in section 768.28, Florida Statutes, and each party shall be fully responsible
for acts and omissions of its agents or employees to the extent permitted by law. Nothing herein
is intended to serve as a waiver of sovereign immunity by any party to which sovereign
immunity may be applicable. Nothing herein shall be construed as consent by a state agency or
political subdivision of the State of Florida to be sued by third parties in any matter arising out of
this Agreement or any other contract.
ARTICLE 10
MISCELLANEOUS
10.1 Any notice provided for or required hereunder shall be deemed given and, unless
otherwise provided herein, effective when delivered personally to an officer or designated
representative of the party to be served, when deposited in the United States mail in a sealed
envelope with postage thereon prepaid, sent by registered or certified mail, return receipt
requested and addressed to the appropriate party at the address set forth below or such other
address as may be designated by a party hereto by notice given as aforesaid, or when transmitted
by wire to the appropriate party at any such address (a confirming letter shall also be mailed to
the appropriate party of the same date):
To District via
District Manager:
With copy to:
Tamarac Village Community Development District
Governmental Management Services - South Florida, LLC
5385 N. Nob Hill Road
Sunrise, Florida 33351
Attention: Rich Hans
Billing, Cochran, Lyles, Mauro & Ramsey, P.A.
t�
SunTrust Center, 6 Floor
515 East Las Olas Boulevard
Fort Lauderdale, Florida 33301
Attention: Dennis E. Lyles, Esq.
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t
To City: City of Tamarac
Tamarac, Florida
Attention: City Manager
With copy to: Goren, Cherof, Doody & Ezrol, P.A.
3099 East Commercial Boulevard, Suite 200
Fort Lauderdale, Florida 33308
Attention: City Attorney, City of Tamarac.
10.2 This Agreement is made in and shall be construed and interpreted in accordance with the
laws of the State of Florida.
10.3 This Agreement shall not be assigned by :City without the express written consent to the
District.
10.4 If any of the provisions of this Agreement are held to be unenforceable or invalid by a
court of competent jurisdiction, the validity and enforceability of the remaining provisions shall
not be affected thereby, but District and City shall negotiate an equitable adjustment in such
provisions if necessary to effectuate the purpose of this Agreement.
10.5 This Agreement constitutes the entire agreement between the parties relating to the
subj ect matter hereof and supersedes any previous agreements or understandings with respect
thereto. It may be modified only in writing signed by the parties with the same formalities as
this Agreement.
10.6 It is understood and agreed that City is acting as District's agent in the performance of its
Services under this Agreement.
10.7 Notwithstanding that this Agreement may have been prepared by one of the parties
hereto, in the event it is necessary to construe this Agreement, it shall be construed without
reference to or given any benefit one way or the other, to which party may have prepared this
Agreement.
10.8 This Agreement contains all the representations and warranties made by District or City.
10.9 Limitation of Liability: Notwithstanding anything to the contrary herein, no member,
partner, shareholder or other District, or officer, director or employee, of District shall be
personally liable to City in any manner or to any extent under or in connection with this
Agreement of any claims or judgments against District. For purposes of the foregoing, no
obligation of a member, partner, shareholder or other District of District to contribute, loan or
otherwise advance capital to District (whether by reason of a negative capital account or
otherwise) shall at any time be deemed to be an asset of District (and neither City nor any of its
successors or assigns shall have any right to collect, enforce or proceed against or with respect
with any such obligation). District shall have no liability for any period during which District
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does not hold title to the Property. The limitations of liability provided in this section are in
addition to, and not in limitation of, any limitations on liability applicable to District provided by
law or by any other contract, agreement or instrument.
IN WITNESS WHEREOF, the parties hereto execute this Agreement and further agree
that it shall take effect as of the date first above written.
Attest
WITNESSES:
n
Print N
0
.
Print Name
ATTEST:
PATRICIA TEUFE
ITY CLERK
SAW$L S. q'OREN,/CI'P'Y ATTORNEY
TAMARAC VILLAGE COMMUNITY
DEVELOPMENT DISTRICT
hairman/V ice -Chairman
` dayApril, of 2014
CITY OF TAMARAC,
corporation
BY:
� r r
a Florida municipal
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EXHIBIT A
SCOPE OF SERVICES
The City's general responsibility is to oversee the execution and completion of the Project in
accordance with budgets, schedules, policies and procedures established by the District. The
City acts on behalf of District to manage the work for the overall Project in its entirety.
The scope and responsibilities of the City shall include the following:
Program Planning
• Develop process and means
Project.
by which the District shall procure each component of the
Technical Services
• Manage consultants and contractors engaged by the District to design, permit, construct,
inspect, convey and warrant the various Project components.
• Monitor value engineering.
• Supervise land acquisition process to assure required rights -of -way and easements are
acquired in a timely manner.
Scheduling & Budgeting,
• Develop, maintain and enforce adopted schedules and budgets for completion of each of
the Project components on schedule and within budget.
Fiscal Management
• Establish job cost accounting systems.
• Establish
and
maintain
cost reporting system to track District Project expenditures
relative
to
cost
estimates
and
budgets.
o Administer the requisition process for disbursements of payments from funds
made available for such purpose under the Indenture and the Bonds and in
accordance with their requirements and the requirements of any acquisition
agreement(s), funding agreement(s), assignment(s), and assigned contracts, and as
further directed by the District Manager of the District. Coordinate the requisition
process with the Trustee. Request certificates required for such payments from
the District's engineer and others. Prepare supportive information as requested by
District related to Construction Fund disbursements.
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ing to District Board and Staff
• Develop and administer reporting process to assure high level of communication with
District's Board and staff on all Project matters.
•
Prepare and process various administrative documents, including but not limited to the
p
following:
o Requests for authorization to the District's Board of Supervisors
o Authorizations and agreements for services
o Purchase orders and contract change orders
Procurement
• Assist as required in the process of identifying, bidding, selecting and contracting parties
to provide professional services and perform construction work for District in accordance
with the any pertinent Rules of Procedure of the District, codes of the City, and in
accordance with applicable law.
Contract and Construction Management
• City shall assist District's manager and District's legal counsel and other professionals
associated with the District in the preparation of agreements and contracts, including
preparation of work scopes and specifications.
• City shall perform the following services throughout the duration of field activities of the
construction contractors:
o Conduct pre -construction conferences
o Supervise the project site and its associated on -property access roads, parking
areas, storage and staging areas, and off -property traffic routes.
o Provide for personnel at the project site, including third party engineers and
inspectors, with the authority to accomplish the objectives of the District.
Final Acceptance, Turnover and Convey ances
• Notify contractors upon closeout of any deficiencies and compile all punch lists and
certify when those items have been completed or corrected.
• Participate in settlement of any claims arising in connection with completion of the
Project.
• Obtain as -built drawings for permanent records upon project completion.
• Conduct a final inspection of the project and coordinate final acceptances and final
payments with contractors.
• Coordinate
and complete final
conveyance and
acceptance of improvements to
appropriate
governmental
bodies
as
contemplated by
the Project.
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