HomeMy WebLinkAboutR-1999-245 1
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RESOLUTION NO. 245-99
A RESOLUTION OF THE CITY OF DANIA BEACH, FLORIDA
APPROVING THE AGREEMENT BETWEEN HISTORIC
PROPERTY ASSOCIATES, INC., FOR CONSULTING
SERVICES FOR HISTORIC PRESERVATION UNDER THE
STATE OF FLORIDA, DEPARTMENT OF STATE, DIVISION OF
HISTORICAL RESOURCES GRANT; PROVIDING FOR
CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE
DATE.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH,
FLORIDA, THAT:
Section 1. That certain Agreement between Historic Property Associates, Inc. and the City
of Dania Beach providing for consulting services for historic preservation under the State of
Florida, Department of State, Division of Historical Resources grant, in substantial form as
Exhibit "A", attached, is approved and the appropriate City officials are directed to execute
same; provided, however, that the City Manager and City Attorney are authorized to make minor
revisions to such Agreement as are deemed necessary and proper for the best interests of the
City.
Section 2. That all resolutions or parts of resolutions in conflict with this resolution are
repealed to the extent of such conflict.
Section 3. That this Resolution shall be in force and take effect immediately upon its
passage and adoption.
PASSED AND ADOPTED THIS 14th day of.Dec m 99.
YOR - OMMISSI NER
ATTEST: ROLL CALL:
7/G Gz / MAYOR BERTINO-YES
'SHERYL C APMAN �t2 VICE-MAYOR MCELYEA-YES
ACTING CITY CLERK COMMISSIONER ETLING-YES
COMMISSIONER CALI-YES
COMMISSIONER MIKES-YES
APPROVED AS TO FORM AND CORRECTNESS:
BY:
T 0 A J.ANSBRO
Cl ATTORNEY
RESOLUTION NO. 245-99
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AGREEMENT FOR HISTORIC PRESERVATION
CONSULTING SERVICES
by and between
THE CITY OF DANIA BEACH
and
HISTORIC PROPERTY ASSOCIATES, INC.
THIS IS AN AGREEMENT, entered into on
1999, by and between the City of Dania Beach, hereinafter referred to as the"City," and Historic Property Associates, Inc., 160 Vilano Road, Suite 7, St.
Augustine, Florida 32095, a Florida corporation, hereinafter referred to as
Consultant."
WHEREAS, the City has entered into an Agreement, attached hereto as Exhibit
1, with the State of Florida, Department of State, Division of Historical
Resources, hereinafter referred to as the 'Department," providing for a grant-in-
aid for historic preservation purposes under the provisions of Section 267.0617,
Florida Statutes; and,
WHEREAS, the City, in accordance with the conditions of its grant-in-aid, intends
to perform certain historic preservation services, using funds provided in the
grant for such purpose; and,
WHEREAS, the Consultant represents that it has the expertise necessary to
carry out the scope of services contained herein; and
WHEREAS, the City desires to engage the Consultant to render such assistance
and advice necessary to fulfill its grant obligations;
In consideration of the mutual covenants, terms and conditions contained
in this Agreement, and other good and valuable consideration, the adequacy and
receipt of which are acknowledged, the parties agree as follows:
1. SCOPE OF SERVICES
The parties agree that the foregoing recitals are true and that they are
incorporated into this Agreement by this reference. The Consultant shall prepare
a historic preservation plan for the City of Dania Beach. The plan shall include
the following elements:
A. An inventory of buildings and other above-ground objects that
potentially qualify as historic resources; that is, an inventory of such
resources that meet the definition for historic survey established by the
Department. The inventory shall consist of a listing by address or other
location of buildings or above-ground historic resources that have been
EXHIBIT "An
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identified on Florida Site File forms or that, by standards established by
the Department, should be included on the inventory. Buildings or
above-ground objects that might qualify as historic resources not
included on the inventory will be documented according to standards
set by the Department.
B. A map or maps showing the location and distribution of such
resources, which will be prepared with the assistance of the City.
C. An evaluation of the resources. The evaluation will consist of an
opinion regarding the potential for listing of any resources on the
National Register of Historic Places individually or as a district; and
similar potential for designating such resources as historic under a
locally created ordinance.
D. A description and analysis of legal measures and economic and other
incentives that are available to the City to preserve and protect, or to
encourage the preservation or protection of, resources that are
evaluated as potentially historic.
E. A listing and description of federal and state programs that apply to 4
historic preservation activities.
F. A listing of Goals, Objectives, and Policies that the City should
consider for adoption in its municipal plan, whether adopted as a part
of a separate Historic Preservation Element or under one of the other
general plan elements.
G. A draft historic preservation ordinance, specifically designed for Dania
Beach.
H. A description of design guidelines that accompany a historic
preservation ordinance. This section will not include specifically drawn
design guidelines, but will offer an analysis of their use and application
and their potential for assisting the City in preserving or improving
neighborhoods or districts that might qualify as historic under local
ordinance.
THE CONSULTANT FURTHER AGREES TO THE FOLLOWING:
I. The Consultant shall be responsible for any modification necessary to
render the project acceptable to the City. The Consultant
acknowledges that time is of the essence and that the City may lose
the state grant funds if the project is not completed on time.
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J. The Consultant shall comply with Title IV of the Civil Rights Act of 1964
(Public Law 88-352) and Title VI of the Act (42 USC 2000 D) in that.-
No person in the United States shall on the grounds of race, creed,
color, national origin, sex, age, political affiliation, or beliefs be
subjected to discrimination under any program or activity which the
Consultant has agreed to undertake by and through the covenants and
Provisions set forth in this Agreement.
K. The Consultant and his representatives shall meet the professional
qualifications for this work as enumerated in the Request for Proposals
issued by the City for this project.
L. The Consultant shall designate a representative to keep the City
informed regarding the project work.
M. The Consultant shall have all records and project work accessible for
inspection and review by the City at such time as is mutually agreeable
to all parties.
N. The Consultant shall keep and maintain financial, invoice, and
employment records pertaining to the contractual obligation between
the City and the Consultant for pre-audit and post-audit purposes for a
period of three years following the completion of all project work, or
until all claims and audit findings involving the records have been
received, whichever is later. The City or any of its duly authorized
representatives shall have access to any books, documents, papers,
and records of the Consultant which are directly pertinent to that
specific agreement, for the purpose of making audit, examination,
excerpts, and transcription.
O. The Consultant agrees to consultation between himself and
appropriate City representatives as necessary to insure mutual
understanding of an agreement on the objectives, requirements, and
limitations of the project in relation to the state and federal historic
Preservation programs.
P. The City shall not be liable for any loss, injury, death, or damage to
persons or property which at any time may be suffered or sustained by
any person whatsoever arising from the performance by Consultant
and its employees and agents of its obligations under the provisions of
this Agreement. The Consultant agrees to indemnify, hold harmless,
and defend the City of, from, and against all liability and expense,
including reasonable attorneys' fees, in connection with any and all
claims whatsoever for personal injuries, death or property damage
including loss of use, caused by any act or omission of the Consultant,
its agents, officers, contractors, or employees, or anyone else for
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whose acts the Consultant may be liable This includes claims made
by the employees of the Consultant against the City and Consultant
hereby waives its entitlement, if an y, to440.11, Florida Statutes. Nothing contained herein simmunihall
under Section
hall be construed
as a waiver of any immunity from, or limitation of, liability the City may
have under the Doctrine of Soverei Florida Statutes. gn Immunity of Section 768.28,
Q. Drafts of all proposed publications resulting from Consultant's research
or from the terms, conditions, and provisions of this Agreement as they
Pertain to the project shall be submitted to the City and the Department
for approval before publication. Furthermore, an acknowledgment of
support shall read: "This project has been financed in part with historic
Preservation grant assistance provided by the Division of His
Resources, Florida Department of torical
State, assisted b
y the
Preservation Advisory Council. However, the contents and opiniHistoric
ons do
not necessarily reflect the views and opinion of the Florida Department
Of State, nor does the mention of trade names or commercial products
constitute endorsement or recommendation by the Florida Department
Of State."
R. If desired by the City, the Consultant will attend at least two
hearings in association with the development or approval of any plan,
ordinance or other document incidental to this project. public
2. SUBCONTRACTS
Consultant may subcontract certain items of work. It is expressly agreed by the
Parties, however, that the City shall approve in advance in writing any
subcontractors and the fees to be paid them prior to any such subc
any subconsultants proceeding with any such work. ontractor or
3. RESPONSIBILITIES OF THE CITY
Appoint a designated representative to represent the City in all technical matters
pertaining to the work and Performance of this Agreement, whose responsibilities
shall include:
A. Examining documents presented by the Consultant and rendering,
in writing, decisions presented by those documents within a
reasonable time so as not to materially delay the work of the
Consultant.
B. Transmission of instructions, receipt of information, interpretation
covered by this Agreemen
and definition of City policies and decisions with regard to the work
t.
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observes or otherwise becomes aware of any defects
C. Providing prompt written notice to the Consultant whenever the City
necessary in the project, or changes
D. Providing documents presently held by the City that might
materially assist the Consultant in his work, such as maps,
research materials, building inventories, photographs, and so forth.
E. Providing technical assistance in production of maps showing the
location of resources identified in the plan as potentially historic.
4. TIME OF PERFORMANCE
Consultant's services shall begin within ten days of the execution of this
Agreement and shall be completed before May 31, 2000.
5. INSURANCE
Consultant shall provide, pay for and maintain in force at all times during the term
of this Agreement, such insurance, including professional liability insurance,
Workers= compensation insurance and comprehensive general liability insurance
as stated below:
A. Professional liability insurance with minimum limits of liability of
Two Hundred Fifty Thousand Dollars ($250,000.00) to assure the
City of coverage of the indemnification specified in this Agreement.
B. Workers= compensation insurance to apply for all employees in
compliance with the AWorkers= Compensation Law@ of the State of
Florida and all applicable federal laws, for the benefit of the
Consultant=s employees.
C. Comprehensive general liability insurance, including contractual,
with minimum limits of Two Hundred Fifty Thousand Dollars
($250,000.00) per occurrence, combined single limit for bodily
injury liability and property damage liability. The City is to be
included as an Aadditional insured@ with respect to any claims
arising out of this Agreement.
D. If Consultant hires a subcontractor for any portion of any work,
then such subcontractor shall provide professional liability
insurance with a minimum limit of liability of Two Hundred Fifty
Thousand Dollars ($250,000.00). If a subcontractor cannot obtain
Aprofessional liability@ coverage, then, at a minimum, the
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subcontractor must provide general liability insurance subject to the
foregoing insurance coverage limit.
E The Consultant shall
Certificates of Insurance forprovide
coverages and Manager ui the
Agreement. All certificates shall state that Policies
be city
thirty (30) da s- required by this
than y - advance notice prior to expiration or cancellation
of y policy. Such policies and co
any other verages shall not be affected by
name. policy of insurance which the City may carr
y in its own
6. ASSIGNMENTOFAGREEMENT
A. It is understood and agreed b whole d in part, cannot beassigned',y both arties that this Agreement, in
Consultant without the prior written consent of Ctnsf The
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relying upon the apparent qualifications and expertise of William the
Adams, y The City is
one of Consultant--s principals, and such
familiarity with the City=s circumstances and desires.
vent
Consultant wishes to re-assign circ Person=s
Consultant shall tender substitutes acceptable to Cityace such individuahe l, the
the City is not, for any reason or no reason at all, satisfied with such
substitute, Consultant shall be In the event
Agreement. Violation of the terms of tnsidered in breach of
this
a breach of Agreement bsult Paragraph shall constitute
discretion, terminate this Agreement for cause an
ne City ma
y, at its
and interest of Consultant in this Agreement shall then cease and
terminate. and all rights, title
7• EXAMINATION OF RECORDS
Consultant shall maintain books, records, documents and other evidence direct)
pertinent to performance of work under this A
generally accepted accounting principles andpractices. y
access to such books, records, 9re h accordance with
ity shall have
audit and co documents and threvidence Cfor inspection,
PYing during normal business hours.
proper facilities for such access and inspection. Audits conducted under this
section shall observe The Consultant will provide
Procedures and generally accepted auditing standards and established
119 of the Floridaguidelines
clinesStatut of the City. The Florida Public May have
Pertaining to this Agreement and Consultant acknowledges Rthat such laws ecords Act, hhaver
Possible a application to records or documents
application and agrees to comply with all such laws.
8• CANCELLATION
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This agreement may be terminated by either Party
written notice. Upon such termination, the Consultant shall ease(work and shall
deliver to the City all documents and material prepared or obtained b prior
Consultant in connection with its services hereunder. The City shall, upon
delivery of the aforementioned documents, y the
Consultant shall accept as full payment for its aservices ehereunder, a sum of
money equal to the fee for each authorized and satisfactorily completed Consultant aservice
shown in Section 18 of this Agreement.
9 OWNERSHIP OF DOCUMENTS
All correspondence,
, analysesi, documents instruments
applications, memorandums studies data
and the tlike, including drawings and Specifications
Prepared or furnished by Consultant(and Consultant=s independent professional
subcontractors or subconsultants) pursuant to this Agreement shall become
owned by and be the property of the City and ,
made to Consultant as provided in this A the City upon a greement, shall consequently obtain
by any statutory common law and other reserved frights
ownership of them
including copyright; however, such documents are not intended or represented
by Consultant to be suitable for reuse by City on extensions of the Project or on
any other project. Any such reuse, modification or adaptation of such document
without written verification or permission by Consultant
intended will be at City=s for the specific purpose
sole risk and without liability or legal exposure to
Consultant or to Consultant=s independent professional subconsultants. If City
alters any such documents, City will expressly acknowledge same so that no
third party will be in doubt as to the creation or origination of any such document.
10. CONSENT TO JURISDICTION
The parties agree that the jurisdiction for any legal action arising
Pertaining to this Agreement shall be the Circuit Court for the Se Out of venteenth
Judicial Circuit in and for Broward County, Florida, or the federal District Court n
shall r
the Southern District of the United States. Each party further agrees that venue
of any action to enforce this Agreement be in Broward County, Florida.
11. ATTORNEY'S FEES AND COSTS
If City or Consultant incurs any expense in enforcing the terms of this Agreement,
whether suit is brought or not, each party shall bear its own costs and expenses
including, but not limited to, court costs and reasonable attorneys= fees.
12. HEADS
Headings in this document are for convenience of reference only and are not to
be considered in any interpretation of this Agreement.
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13. EXHIBITS
Each exhibit referred to in this Agreement forms an essential part of this
Agreement. Each such exhibit is a part of this Agreement and each is
incorporated by this reference.
14. SEVE_ R�TY
If any provision of this Agreement or the application of it to any person or
situation shall to any extent be held invalid or unenforceable, the remainder of
this Agreement, and the application of such provisions to persons or situations
other than those as to which it shall have been held invalid or unenforceable,
shall not be affected, shall continue in full force and effect, and shall be enforced
to the fullest extent permitted by law.
15. ALL PRIOR AGREEMENTS SUPERSEDED
This document incorporates and includes all prior negotiations, correspondence,
conversations, agreements and understandings applicable to the matters
contained in this Agreement and the parties agree that there are no
commitments, agreements or understandings concerning the subject matter of
this Agreement that are not contained in this document. Accordingly, it is agreed
that no deviation from the terms of this Agreement shall be predicated upon any
Prior representations or agreements, whether oral or written.
16. ENTIRE AGREEMENT
This Agreement and Exhibit One (1) embody the whole agreement of the parties
contained herein. This Agreement shall supers
and there are no provisions, terms, conditions, or obligations other than those
ede all previous communications,
representations, or oral agreements between the parties and no amendment
hereto shall be effective unless reduced to writing and signed by the parties
hereto.
17. INDEPENDENT CONTRACTOR
It is specifically acknowledged by the parties hereto that the Consultant or
employees or subcontractors of the Consultant are in no way to be considered
employees of the City, but are independent contractors performing solely under
the terms of the Agreement and not otherwise.
18• COMPENSATION AND METHOD OF PAYMENT
The City shall pay to the Consultant a professional fee not to exceed $13,650
Professional fees Oshallll be paid upon inDvo cN SIX e from the Consutant)andhshallxbe
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made in three parts. The first payment shall consist of forty percent of the total
fee, $5,460.00 (FIVE THOUSAND FOUR HUNDRED SIXTY DOLLARS), and
shall be paid upon invoice from the Consultant and submission of a draft
acceptable to the City of documents showing completion of work described in
sections 1.A, 1.6, and 1.0 above. The second payment shall consist of forty
percent of the total fee, $5,460.00 (FIVE THOUSAND FOUR HUNDRED SIXTY
DOLLARS), and shall be paid upon submission to the City of an invoice and
submission of a draft acceptable to the City of all work described in section 1
above. The last payment, twenty percent of the total fee, $2,730.00 (TWO
THOUSAND SEVEN HUNDRED THIRTY DOLLARS) shall be paid following
invoice from the Consultant, accompanied by notice from the Department that the
project has been satisfactorily completed and that the City shall be reimbursed
for its expenditures, as provided for under the terms of its Agreement with the
Department
19. COMPLIANCE WITH APPLICABLE IAW
This Agreement shall be governed by the laws of the State of Florida. Consultant
covenants to promptly comply with all applicable laws, rules or regulations
whether Federal, State or local. Without limiting the generality of the foregoing,
Consultant acknowledges that it will comply with Section 119.011, Florida
Statutes, and Section 286.011, Florida Statutes, to the extent that the same may
be applicable to the activities of Consultant.
20. REMEDIES - CUMULATIVE
All remedies hereinbefore and hereinafter conferred on the City shall be deemed
cumulative and no one exclusive of the other, or any other remedy conferred by
law.
21. WAIVER
The failure of City to take action with respect to a breach of any term, covenant
or condition contained herein, or any instance of default, hereunder by
Consultant, shall not be deemed to be a waiver of any default or breach by the
City.
22. NOTICES
Notices and other correspondence required by this Agreement shall be sent by
certified mail, return receipt requested, to the respective parties at the following
addresses:
William R. Adams, President
Historic Property Associates, Inc.
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P.O. Box 1002
St. Augustine, Florida 32085-1002
(904) 824-5178
Mike Smith, City Manager
City of Dania Beach
100 West Dania Beach Boulevard
Dania Beach, Florida 33004
(954) 921-8700
23. GOVERNING LAW
It is mutually agreed between CITY and CONSULTANT that this Agreement,
including all exhibits to it, constitutes an agreement, made in Florida, and that it
shall be construed according to the laws of the State of Florida.
24. CONFLICTS REPRESENTATION
Consultant warrants and represents that no elected official, officer, agent or
employee of the City has a financial interest, directly or indirectly, in this
Agreement or the compensation to be paid under it and, further, that no City
employee who acts in the City of Dania Beach as a Apurchasing agent@ as
defined in Chapter 112, Florida Statutes, nor any elected or appointed officer of
the City of Dania Beach, nor any spouse or child of such purchasing agent,
employee or elected or appointed officer, is a partner, officer, director or
proprietor of the Consultant and, further, that no such City employee, purchasing
agent, City elected or appointed officer, or the spouse or child of any of them,
alone or in combination, has a material interest in the Consultant's corporation.
Material interest means direct or indirect ownership of more than five percent
(5%) of the total assets or capital stock of the Consultant.
25. CONFLICTS WITH EXHIBIT
In the event of any conflict between any provisions of this Agreement and any
provision in Exhibit 1," the parties agree that the provisions of this Agreement
are controlling (including, but not limited to, all terms and provisions governing
compensation).
26. AMENDMENTS
No modification, amendment, or alteration in the terms or conditions contained
herein shall be effective unless contained in a written document prepared with
the same or similar formality as this Agreement and executed by the Consultant
and City.
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IN WITNESS WHEREOF, the City and Consultant have caused these
presents to be executed in manner and form sufficient to bind them as of the
effective date of this agreement.
CITY:
CITY OF DANIA BEACH,
a Florida municipal corporation
ATTEST:
0 ED
Sheryl Chapman
Acting City Clerk ertino
ayor-Commissioner
APPROVED AS TO FORM AND
CORRECTNESS:
Thomas J. Ansbro
City Attorney
CONSULTANT:
HISTORIC PROPERTY
ASSOCIATES, INC.
By:
William R. Adams, President
STATE OF FLORIDA
COUNTY OF ST. JOHNS
Sworn to and subscribed before me this day of
1999, by William R. Adams, as president of Historic Property Associates, Inc., a
Florida corporation, who is personally known to me.
Notary Public-State of Florida at Large
My commission expires:
G:1wPFILESICLIENTSIDANIAIHISTORIC PRESERVATION Historic Prop Associates Agmt
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Historic Preservation Grant Award Agreement
Survey and Planning Grants-Advanced Payment
Grant No.S9104
'ibis AGREEMENT is between the State of Florida,Department of State,Division of Historical Resources.
hereinafter referred to as the Department•and the City of Dania Beach,a municipal corporation existing
laws of the State of Florida,hereinafter referred to as the Grantee, relative to the Dania Beach Preservation Plan
Project•hereinafter referred to as the Project,and is entered into this under the
1999,and shall end on June 30,2000. � day of
The Departrnent is responsible for the administration of grant-in-aid assistance for historic preservation purposes
under the provisions of Section 267.0617,Florida Statutes.The Grantee has applied for rant-in-
the Project.The application,incorporated by reference,has been reviewed and approved in accordance with Chapter
the Pr Florida A grant-in-aid assistance for
dmilstrative Code,which regulates Historic Preservation Grants-in-Aid Subject to the limitations
set forth in this Agreement,grant-in-aid funds in the amount of nine thousand nine hundred dollars the linu.00)
have been reserved for the Project by the Department. The Departrnent and the Grantee agree as follows:
1. The Project shall include the following authorized project work:
A. A Preservation Plan for the City of Dania Beach will be conducted.
B. A draft of the Preservation Plan will be submitted to the Department no later than
forty-five days prior to the end of the grant period for review and approval.
C. Upon completion of the Project,four copies of the Preservation Plan shall be
submitted to the Department as final product of the Project.
if. The Grantee agrees to administer the Project in accordance with the GENERAL AND SPECIAL
CONDITIONS GOVERNING GRANTS AND THE ADMINISTRATIVE INSTRUCTIONS FOR
HISTORIC PRESERVATION PROJECT ACCOUNTABdLITY attached as Attachment"A",and
Chapter IA-35,Florida Administrative Code,and the following specific conditions:
A. The Grantee agrees to complete the Project by June 30,2000 and submit the Final Products and
the Final Progress and Expenditure Report,as specified in Attachment"A",part!I,subparagraph
B.2.,within 30 days of completion of project work.No costs incurred prier to the commencement
date of this Agreement are eligible for payment from grant funds.No costs incurred after the
above project work completion date will be eligible for payment unless specifically authorized by
the Department before the cost is incurred. spectti
B. The Department shall not assume any liability for the acts,omissions to act or negligence of the
Grantee,its agents,servants or employees;nor shall the Grantee exclude liability for its own acts•
omissions to act or negligence to the Department. The Grantee hereby agrees to be responsible
for any injury or property damage resulting from any activities conducted by the Grantee,its
agents•servants or employees.
C. The Grantee,other than a grantee which is the State or agency or subdivision of the State,agrees
to indemnify and hold the Department harmless from and against any and all claims or demands
for damages,including attorney fees and court costs,resulting death or damage to property,arising out of any activities from personal injury, including
Performed under this Agreement.
omissions to act or negligence of the Grantee per
its agents,servants,or employees and shall
investigate all claims at its own expense.
•EXHIBIT ".I"
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D. The Grantee shall be solely responsible for all work performed and all expenses incurred n
connection with the Project.The Grantee may subcontract as necess
forth N this Agreement including entering into subcontracts with vendors for services and
commodities,provided that such subcontract has been a arY to for
perform the services set
prior to its execution,and provided that it is understood approved in
not be liable to the subcontractor for any ex the writingt the by the DepartDepartment
shall
that the Grantee shall be solely liable to expenses or liabilities es Incurred under thee ubrcontract nd
under the subcontract. the subcontractor for all expenses and liabilities incurred
E. The Grantee shall submit complete bid documents,including plansand specifications, to the
Department for review and approval prior to the execution of any contact for construction work,
F. The Grantee agrees that all acts to be performed by it in connection with
Performed in strict conformity with,.,,
ith all aPPrmed laws and connection
with
this ns the State meat shall
Agreement shall be
G. The Grantee shall coordinate consultation between its professional consultants and appropriate
thepaz ectiv sra equir menuesenta,and lives as necessary to assure mutual unders
the objectives,requirements,and limitations of the Project in relation to the State His rnee e
Preservation Pro understanding of and agreement on
Sam.
H. The Department shall unilaterally cancel this Agreement in the event
allow public access to all documents or other g
Florida Statutes,and that the Grantee refuses to
made or received b Grantees subject to the provisions of y the Grantee in conjunction with this Agreement.Chapter 119,
I Bills for fees or other compensation for services or expenses shall be sub
for a proper preaudit and postaudit thereof. The Grantee shall not \
it
travel expense without the De submitted in detail sufficient
written approval,the Grantee hall benauthwritten to incur
travel
rUpon xp uses b Department for any
accordance with Section 112.061,Florida Starates. t the Department's
in
reimbursed in
J. The Grantee recognizes that the State of Florida,
is not required to pay taxes on an
Pursuant to Section 212.Og to Florida Statutes,
Agreement. Y goods or services which may be provided to it pursuant to this
K. The Department's Perfo
rmance mte Le and obligation to pay under this Agreement is contingent upon an
annual appropriation by the Legislature. In the event that the state
is dependent are withdrawn this Agreement is terminated and the Department liability to the Grantee beyondready �n�on which this Agreement
state revenue shortfall, the tool g ant shall be reduced incurred by the
Proportion termination ate. I has no further
iont date. In the event of a
L. All project work must be incompliance with P P mon to the revenue shortfall.
Preservation Planning, the Secretary of the Interior's Standards for
Nf• The Grantee will not disc
Agreement,or against discriminate against any employee employed in thePerformance
national Origin,age,gender or marital g utst any applicant for employmtus. ent because of race,religion,color, f thus
subcontract for services by this Agreement. Th0 Grantee shall insert a s'
handicap,
urrilaz provision in all
N. The Department shall not be liable to pay attorney fees, interest late charges cost of collection related to the gram.
and service fees,or
D• These grant funds will not be used for lobbying the Legislature,
agency, the Judicial branch or any state
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P. Each grantee,other than a grantee which is a State agency,shall submit to an audit or submit an
attestation statement pursuant to Section 216.349,Florida Statutes.
Q. The product of the Project must be the original work of the Grantee or its consultants. If the work
n
Of others is used as background information, it shall be appropriately credited to the originator.
Ill. The Department agrees to pay the Grantee for 50010 of the Grantee's total cash expenditures and donated
values,so long as the Grantee's cash expenditures equal or exceed the amount of donated values,up to a
max
'mum Payment of nine thousand nine hundred dollars($9,900.00)If the donated values exceed the
amount of cash expenditures,the Department shall Only pay the Grantee for 100%of actual cash
expenditures up to a maximum payment of nine thousand nine hundred dollars($9,900.00).
Ia order for any expenditure to qualify for payment,it must be properly documented,be for work
Performed during the terra of the Agreement,and for a charge which is reasonable in amount and directly
related to and necessary for the completion of the authorized project work.
The total amount as prescribed above shall be made to the Grantee in four quarterly installments The first
four signed Requests for Advanced Payment Forms(No.HR2E560397,effective
three may be made at the beginning of each quarter for which they are allotted. Grantees shall 3 submit the
/97),herein
incorporated by reference, with this signed Grant Award Agreement to initiate the grant.The Grantee shall
submit to the Department a completed"Progress and Expenditure Report"form for every reporting
Of the grant period. Progress and Expenditure Reports shall be received by the Department
of the ending of a reporting Period
eP g period, ep rtment within 30 days
Within 30 days of completion orm 10 a project work,the Grantee shall submit the completed"Final Progress and
ent. The last
thelastguaarter for wh which llottedjandaupon receipt and verification ation of the Grt Payment antee's Final Progress anent shall be payable during
Expenditure Report and verification of all previously submitted Progress and Expenditure Reports.
When advance payments have been made by the Department,adjustments far overpayments shall be made
quarterly and upon receipt of the Final Progress and Expenditure Reports for o otherwise agreed by the
Parties. In addition,in the event that all project work which is the subject of this Agreement is not fully
completed in both a timely and satisfactory manner,the Department reserves the right to demand and
receive full reimbursement of all sums which it has paid the Grantee under this Agreement.
Payment for project costs will also be contingent upon all authorized project work being in compliance
with the aforementioned Secretary of the Interior's Standards,and the inspection and approval of the grant
assisted work by the Department. The Department further agrees to the following conditions:
A. The Department shall review and approve as to form and content all proposed contracts of the
Grantee for the procurement of goods and services relating to the project work and all proposed
contract change orders or amendments prior to final execution of said contracts,change orders or
amendments,but said review and approval shall not be construed as acceptance by or imposition
upon the Department of any financial liability in connection with said contracts.
B. The Department shall review and approve detailed plans,specifications,and other bid documents
for construction work relating to the Project prior to the execution of any contact for such work;
review and comment on all preliminary reports and recommendations;and confer with ice
Grantee and its professional consultants as necessary throughout the course of the Project,to
assure compliance with the objectives,requirements and limitations of the State Historic
Preservation Program.
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IV. The payment schedule of grant tends shall be subject to the timely filing of required reports and to anv
special conditions required by the Office of the Comptroller,State of Florida.
Surplus funds must be temporarily invested and the interest earned on such investments shall be returned to
the State. The Grantee shall report interest earnings quarterly,and shall remit the total interest earned at
the end of the grant period in the forth of a check or money order made payable to the Florida Department
of State.
V. This Agreement is executed and entered into in the State of Florida,and shall be construed,performed,and
enforced in all respects in accordance with the laws and rules of the State of Florida. Eachparty
perform its obligations hereunder in accordance with the terms and conditions of this Agreement.
Agreement.
V[. If any term or provision of this Agreement is found to be illegal and unenforceable,the remainder of this
Agreement shall remain in full force and effect and such term or provision shall be deemed stricken.
VII. No delay or omission to exercise any right,Power or remedy accruing to either party upon breach or
default by either party under this Agreement shall impair any such right power or remedy of either
nor shall such delay or omission be construed as a waiver of any such breach or default or an it
breach or default. party;
Y tmilaz
Vill. Each grantee,other than a grantee which is a State agency,agrees that,its officers,agents and employees,
m Performance of this Agreement shall act in the capacity of an independent contractor and not as an
officer,employee or agent of the State. Each grantee,other than a grantee which is a State agency,is not
entitled to accrue any benefits including retirement benefits and any other rights or privileges connected
with employment in the State Career Service. The Grantee agrees to take such steps as may be necessary
to ensure that each subcontractor of the Grantee will be deemed to be an independent contractor and will
not be considered or permitted to be an agent,servant,joint venturer,or Partner of the State.
IX. The Grantee shall not assign,sublicense or otherwise transfer its rights,duties or obligations under this
Agreement without prior written consent of the De withheld. The Agreement transferee must also demons
traetet compliach consent
ce with Chapteall not r IA 35,Florida
Administrative Code. If the Department approves a transfer of the Grantee's obligations,the Grantee
remains responsible for all work performed and all expenses incurred in connection
In the event the Legislature transfers the rights,duties and obligations of th the Agreement.
e ectiOn Department
to another
government entity pursuant to Section 10.06,Florida Statutes
obligations under this Agreement shall also be transferred ,or otherwise, the rights duties and
an original parry to the Agreement. to the successor government entity as if it were
X. This Agreement shall bind the successors,assigns and legal representatives of the Grantee and of any legal
entity that succeeds to the obligation of the Department,
YI. The following provisions shall apply for the voluntary and involuntary suspension or termination of the
grant by either the Department or the Grantee:
A. Suspension. Suspension is action taken by the Department which temporarily withdraws or limits
the Grantee's authority to utilize grant assistance pending corrective action by the Grantee as
specified by the Department or pending a decision by the Department to terminate the grant.
I• Notification. when the Grantee has materially failed to comply with the terms and
conditions of the grant the Departrneor may suspend the grant after giving the Grantee
reasonable notice(usually 30 calendar days)and an grant should not be suspended. The notice opportunity to show cause why the
Of the suspension will detail the reasons for
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the suspension,any corrective action required of the Grantee,and the effective date of
the suspension.
2. Commitments. No commitments of funds incurred by the Grantee dung the period of
suspension will be allowed under the suspended grant,unless the Department expressly
authorizes them in the notice of suspension or an amendment to it.Necessary and
otherwise allowable costs which the Grantee could not reasonably avoid during the
suspension period will be allowed if they result from charges properly incurred by the
Grantee before the effective date of the suspension,and not in anticipation of suspension
or temunation. Third party contributions applicable to the suspension period shall not be
allowed in satisfaction of matching share requirements,unless otherwise agreed by the
parties.
3. Adjustments to payments. Appropriate adjustments to the payments submitted after the
effective date of suspension under the suspended grant will be made either by
withholding the payments or by not allowing the Grantee credit for disbursements made
in payment of unauthorized costs incurred during the suspension period.
4. Suspension period. Suspensions will remain in effect until the Grantee has taken
corrective action to the satisfaction of the Department or given wntten evidence
satisfactory to the Department that corrective action will be taken,or until the
Department terminates the grant. The grant shall be terminated by the Department if the
Grantee fails to respond in writing to a notification of suspension within 30 calendar days
of receipt of such notification by the Grantee.
B. Termination. Termination is the cancellation of grant assistance,in whole or in pan,under a grant
or project at any time prior to the date of completion.
I. Termination for cause.The Department shall have the authority to cancel this Agreement
because of failure of the Grantee to fulfill its obligations under this Agreement or any other
past or present grant award agreement with this Division or any other Division within the
Department of State. Satisfaction of obligations by the Grantee shall be determined by the
Department. The Department shall provide the Grantee a written notice of default letter. The
Grantee shall have 15 calendar days to cure the default,unless it is detemuned by the
Department that the default is of a nature that cannot be cured. if the default is not cured by
the Grantee within the stated period,the Department shall terminate this Agreement. Nonce
shall be sufficient if it is delivered to the party personally or mailed to its specified address.
In the event of termination of this Agreement,the Grantee will be compensated for any work
satisfactorily completed in accordance with this Agreement prior to notification of
termination.
2. Termination for convenience. The Department or the Grantee may terminate the grant in
whole or in pan when both parties agree that the continuation of the Project would not
produce beneficial results commensurate with the further expenditure of funds.The two
patties will agree upon the termination conditions,including the effective date,and in the
case of partial temtinations,the portion to be terminated.
3. Termination by Grantee. The Grantee may unilaterally cancel the grant at any time prior to
the first payment on the grant although the Department must be notified in writing prior to
cancellation. After the initial payment,the Project may be terminated,modified.or amended
by the Grantee only by mutual agreement of the Grantee and the Department.Request for
termination prior to completion must fully detail the reasons for the action and the proposed
disposition of the uncompleted work.
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d. Commitments. When a grant is tertmnated,temunated portion after the notification of the effective date of to
e Grantee will not incur new obligations for the
cancel nt many outstanding obligations as possible.The Department
mtirianon. The Grantee will
to
the Grantee for the Depaivtient's share of the noble*ne e will allations Ivulllc credit
by
the Grantee prior to temunanon. Costs incurred after the effective date of the to
be disallowed.
XI" g rtnination will
Unless there is a change of address,an of Historic Preservation,Division of Historical Resources,Florida Department of'State,R.
y notice required by this Agreement shall be delivered to the Bureau
Building,500 South Bronough Street,Tallahassee,Florida 32399-
Dania Beach, 100 Nest Dania Beach Boulevard,Dania, A.Gray
0250,for the Department,and a City of
has notified the d i fsent to
in writing by return receipt mail of any changeof dfor the rdress,all noticests all be e
deemed delivered if sent to the above address.
YRI• Neither the State nor any agency or subdivision of the State waives any defense of sovereign increases the limits of its liability,upon entering into this contractual relationship,
XN. Bit immunity,or
This instrument and the Attachments hereto embody the whole Agreement of the
Provisions-terms,conditions,or obligations other than those contained herein;and this Agreement shall
supersede all previous co parties.Mere are no
mmunications.representations or agreements,either verbal or
etween
the Parties. No change or addition to this Agreement and the
writing and properly executed b Attachments hereto shall be effective unless in
y the parties.
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All written approvals referenced designees in this Agreement must be obtained from the parties'grant administrators or their
. The in
and the Grantee have read this Agreement and the Attachments hereto and have affixed
their signatures:
DEPARTMENT OF STATE
GEORGE W.PERCY
Director,Division of Historical Resources
CITY OF L"EACH
Si atur f
Michaei W• Smi h
City Manager
Typed Name and Title of Authorized Official
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