HomeMy WebLinkAboutItem 03 Approval of Master Development Consulting Services Agreement for the Downtown Developer with G3 Development (RLI #24-003)
City of Ocoee ▪ 1 N. Bluford Avenue ▪ Ocoee, Florida 34761
Phone: (407) 905-3100 ▪ www.ocoee.org
STAFF REPORT
Meeting Date: December 3, 2024
Item #: 3
Contact Name: Michael Rumer Department Director: Michael Rumer
Contact Number: Ext. 1018 City Manager: Craig Shadrix
Subject: Approval of Master Development Consulting Services Agreement for the Downtown
Developer with G3 Development (RLI #24-003). (Assistant City Manager Rumer)
Background Summary:
On November 12, 2023, the City publicly advertised and requested proposals from others via RLI #24-003 and
G3 was the sole respondent to RLI #24-003. On April 2, 2024, the City Commission authorized staff to enter
into a contract with G3 Development as the Downtown Master Developer with a formal contract to be brought
back to the City Commission. Services to be provided by G3 under this Agreement may include that of a
Consultant, advising the City on how specific parcels either owned by the City or by other parties may be
developed in order to meet the intent of the Downtown Master Plan or other Special Development Plans;
assist the City in vetting interested developers in redeveloping specific sites either owned by the City or
privately held; or, subject to a separate agreement to be negotiated by the Parties, serve as Master Developer
and Construction Manager on specific sites as agreed upon by the City and G3.
Issue:
Should the Honorable Mayor and City Commissioners approve a contract with G3 Development to serve as
the Master Downtown Developer under (RLI #24-003)?
Recommendations:
Staff recommends the Honorable Mayor and City Commissioners approve a contract with G3 Development to
serve as the Master Downtown Developer under (RLI #24-003).
Attachments:
1. Master Downtown Development Consulting Services Agreement
Financial Impacts:
Sufficient funding was budgeted in the 001-515-00-3128 Account.
Type of Item: Consent
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MASTER DEVELOPMENT CONSULTING SERVICES AGREEMENT
THIS MASTER DEVELOPMENT CONSULTING SERVICES AGREEMENT
("Agreement") is made and entered into, as of the last date of execution by the Parties
("Effective Date"), by and between the CITY OF OCOEE, a Florida municipal
corporation (the "City") and GC Development of Lake County Inc., dba G3 Development
("G3"), which is authorized to do business in the State of Florida (City and G3 are each a
"Party" and collectively the "Parties").
WHEREAS, the City solicited a Request for Letters of Interest (RLI #24-003) to
engage the services of a developer to function as the Master Developer for the City’s
Downtown; and
WHEREAS, on November 12, 2023, City publicly advertised and requested proposals
from others via RLI #24-003 and G3 was the sole respondent to RLI #24-003; and
WHEREAS, having received no competing offers, the City undertook
negotiations with G3; and
WHEREAS, the Parties now intend to enter into an Agreement that shall govern the
role of G3’s activities to provide a variety of services, on an-on call basis, as it relates to
the redevelopment of Downtown Ocoee; and
WHEREAS, services to be provided by G3 under this Agreement may include
that of Consultant, advising the City on how specific parcels either owned by the City or
by other parties may be developed in order to meet the intent of the Downtown Master
Plan or other Special Development Plans; assist the City in vetting interested developers
in redeveloping specific sites either owned by the City or privately held; or, subject to a
separate agreement to be negotiated by the Parties, serve as Master Developer and
Construction Manager on specific sites as agreed upon by the City and G3; and
WHEREAS, if G3 is assigned the role of Master Developer of a specific parcel or
site, the Parties will negotiate and enter into a separate agreement to provide for G3 to
facilitate the development of such elements as design plans, construction budget, pro-forma
model(s), and schedule assumptions to better inform and guide the development, design,
financing, permitting, construction, operation, and maintenance of the Project; and
WHEREAS, the Parties understand that there are no guarantees that G3 will be
assigned a specific project site or development site and that this Agreement does not
convey exclusivity to G3 to develop any specific City-owned redevelopment site;
however, the City shall give fair and due consideration to any proposals made by G3 to
develop or redevelop certain sites within Downtown Ocoee, including any proposals for
private development as well as any qualifying projects serving a public purpose under the
Florida Public-Private Partnerships Act, Florida Statutes § 255.065.
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NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein and for other good and valuable consideration, the Parties agree as follows:
MINIMUM TERMS OF THE AGREEMENT
1. Definitions. As used in this Agreement, the following Definitions shall apply.
a. City Code shall mean the Code of Ordinances, including the Land Development
Code of the City of Ocoee.
b. Downtown Ocoee or the Downtown shall refer to the geographic area included in
the Downtown Ocoee Master Plan (December 2016), the Plant Street Character Area Design Plan
(June 2017), the Silver Star Road Complete Streets & Concept Redevelopment Corridor Strategies
Report (June 2019), or as these plans may be subsequently amended.
c. Hazardous Materials shall mean asbestos and asbestos-containing materials,
special wastes, polychlorinated biphenyls (PCBs ), used oil or any petroleum products, natural gas,
radioactive source material, pesticides, any hazardous waste as defined at 42 U.S.C. § 6903(5) of
the Solid Waste Disposal Act, any hazardous substance as defined at 42 U.S.C. § 9601(14) of the
Comprehensive Environmental Response, Compensation and Liability Act, and chemical
substance as defined at 15 U.S.C. § 2602(2) of the Toxic Substances Control Act, and any rules or
regulations promulgated pursuant to such statutes.
d. Improvements shall refer to any buildings, fixtures, roadways, sidewalks and
frontages, utilities, streetlights, public art, or other constructed infrastructure.
e. Necessary Site Improvements shall mean those Improvements, as defined above,
necessary for the redevelopment of any specific sites in Downtown Ocoee.
f. Redevelopment Vision. The City’s Redevelopment Vision shall refer to the
conceptual vision and standards set forth in the Downtown Ocoee Master Plan (December 2016),
the Plant Street Character Area Design Plan (June 2017), the Silver Star Road Complete Streets &
Concept Redevelopment Corridor Strategies Report (June 2019), or as these plans may be
subsequently amended, as well as the City of Ocoee Land Development Code, as may be amended
from time to time.
2. Development Consulting Services. G3 will advise the City as Consultant
on a task order or on an as-requested basis to provide development consulting services to
the City concerning development and re-development of Downtown Ocoee.
a. General Consulting Services. General Consulting Services shall
include, but are not limited to the following:
i) Collecting data and developing financial pro-formas for
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specific development within the Downtown;
ii) Preparing concept and site development plans for a site or sites
within the Downtown;
iii) Advising the City regarding market demand for different
types of potential development and their impacts of creating long-
term economic vitality for Downtown Ocoee.
iv) Analyzing rights-of-way, easements, utilities and other public
and private infrastructure that may be required to support
development of Downtown Ocoee;
v) Reviewing and evaluating proposed development plans of
other developers for Downtown Ocoee, and analyzing the
abilities of their proposed development team and whether their
plans meet the intent of the Downtown Master Plan;
vi) Attending meetings and conference and video conference
calls with City staff members to evaluate and discuss various
options for development opportunities concerning Downtown
Ocoee; and
vii) Providing assistance with the preparation of any grant
requests to fund Necessary Site Improvements; and
b. Initial Consulting Services. The parties contemplate that, during the first
six (6) months of this Agreement, G3 will collect necessary data and conduct a
comprehensive evaluation of Downtown Ocoee, including: (1) a review of the
reports comprising of the City’s Redevelopment Visions; (2) an evaluation of
property holdings by the City, properties the City should consider acquiring,
and properties owned by others that may be ripe for demolition, development
or redevelopment, including estimated valuations; and (3) an evaluation of
existing and potential uses (including any required land use and/or zoning
changes), developers, and tenants and (4) make strategic and tactical
recommendations in a report to the City Manager. The foregoing services shall
be known as the “Initial Consulting Services.”
3. Development Consulting Services Fee. In consideration for the development
consulting services to be performed by G3 under this Agreement, the City will pay G3 as follows:
a. During the first six (6) months of this Agreement when G3 undertakes
Initial Consulting Services, the City will pay G3 a monthly retainer fee of $10,500.00 per month.
For good cause, the City Manager may agree, in his sole discretion, to extend the term for Initial
Consulting Services on a month by month basis. G3 expects to spend approximately 50 hours
each month conducting the Initial Consulting Services. The retainer shall include coverage of
G3’s ongoing overhead and operational costs. The monthly retainer fee ensures that G3 will
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maintain a dedicated team and resources to provide the Initial Consulting Services and allow for
seamless project progression and timely responsiveness to any arising needs or challenges.
b. After the Initial Consulting Services under this Agreement have ended, if
G3 is assigned specific tasks, G3 shall be compensated at the rate of $205.00 per each hour for the
work performed by any G3 principal and at $155.00 per each hour for non-administrative work
performed by any non-principals. G3 shall submit monthly billings reasonably describing the work
performed and the time required to perform the work in no more than quarter-hour increments.
Unless agreed-to by the City for good cause shown, G3’s monthly billings shall not exceed
$10,500.00. In the alternative, the Parties may negotiate and agree to a flat fee for any specific
tasks assigned to G3.
4. Term/Termination. The initial term of this Agreement shall be for three
(3) years commencing on the Effective Date, unless terminated earlier in accordance with
this Agreement. This Agreement may be renewed upon mutual agreement of the Parties
in one-year increments for up to three (3) additional years beyond the initial term. The
City or G3 shall have the right to terminate this Agreement at any time upon giving at
least sixty (60) days’ written notice to the other Party.
5. Site Specific Redevelopment. The Parties acknowledge and agree that G3
will serve as the City’s consultant under this Agreement, but such does not create a
conflict of interest that would prevent G3 from proposing projects and serving as a Master
Developer for a specific site or sites within Downtown Ocoee. Nothing prohibits either
G3 or the City from bringing in additional partners on site specific projects. Nothing
herein prohibits G3 from using information that it generates or obtains in performing
consulting or other services under this Agreement to make a development proposal to the
City. The City shall give fair and due consideration to any such proposals from G3,
including but not limited to any proposals for private development as well as any
qualifying projects serving a public purpose under the Florida Public-Private Partnership
Act, Florida Statutes § 255.065. If the City requests that G3 serve as the developer to
redevelop a specific site or sites within Downtown Ocoee and G3 desires to proceed with
such, the Parties will negotiate and execute a separate agreement(s) providing for the
terms and conditions of G3 serving as the developer for such project(s). Among other
things, such agreement will provide for:
a. Acquisition. Terms and conditions of acquisition of real property and
granting of easements and dedication of rights-of-way as may be necessary for
the proposed development;
b. Pre-Development Activities. Pre-Development Activities including, but
are not limited to the following:
• Financial Model. With input provided by the City, G3 will develop
a mutually acceptable financial model for the project. The proposed
development project shall adhere to the City’s Redevelopment Vision
and be financially beneficial to the City.
• Selection of Development Team. Based on the project, G3 shall
propose an appropriate design and development team of consultants and
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contractors, subject to the City’s approval; G3 shall enter into
contractual agreements with the approved parties. G3 shall provide a copy
of all third-party agreements to the City.
• Testing, Reports, and Surveys. All pre-development activities,
including all geotechnical and other tests, shall be performed in a good and
workmanlike manner, adhere to industry practices and all applicable laws,
rules and regulations and any other requirements of governmental
authorities. G3 shall provide to the City copies of all written reports, studies,
analyses, surveys, designs, plans, drawings and other written, graphic
materials.
• Utility Relocation. G3 shall make arrangements with utility,
communication, cable and information technology companies, and the City to
mark the location of subsurface utility, information technology,
communication, and cable installations and other assets, property, equipment,
infrastructure and systems necessary to serve the Project. When necessary, G3
shall make arrangements for the relocation of any such infrastructure to
avoid conflict with the project and shall coordinate with and provide
reasonable assistance to the City to obtain reimbursement from others for
the cost of any necessary utility relocations in accordance with any franchise
or other agreements, Florida common law, section 162-7 of the City Code,
or Florida Statutes § 337.401 or § 337.403.
c. Design Plans and Specifications. Such agreement will provide for a specific
project to be developed within a specific timeframe. G3 will provide to the City project
specific design plans and specifications that are 30%, 60%, and 90% complete. The 30% Plans
shall serve as the basis for the design of the project and shall contain at a minimum, the major
design elements, the proposed project budget, and project timeline. Any change requested by
the City to the design plans following approval of the 30% Plans that increases the project
budget for the project shall be the financial responsibility of the City. Except as otherwise
provided in this Agreement or specific task order, any other change to the 30% Plans that
increases the project budget for the project shall be the financial responsibility of G3.
6. Default.
a. If G3 shall materially breach, violate or fail or refuse to timely perform in
accordance with the requirements hereof any of the terms, conditions, covenants or agreements
made by G3 herein (a "G3 Default"), the City, upon obtaining notice or knowledge thereof, shall
give prompt written notice of such G3 Default to G3, but in any event within ten (10) business
days. If, within ten (10) business days after receipt of such notice, G3 has not promptly
commenced or proposed for the City consent its recommended course of action to cure such default
(and thereafter diligently pursues such cure to completion within the period for the performance),
the rights and remedies of the City shall include the right to terminate this Agreement by giving
written notice to G3, whereupon this Agreement shall automatically cease and terminate, subject,
however, to the rights and remedies of the City, to recover damages sustained by the City and other
available remedies, and the survival of G3's indemnity and insurance obligations hereunder. In
such event, the City shall pay G3 the costs and expenses actually incurred by G3 through the date
of termination minus the cost of any damages sustained by the City.
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b. If the City shall materially breach, violate or fail or refuse to timely perform in
accordance with the requirements hereof any of the terms, conditions, covenants or agreements
made by the City herein (a "City Default"), G3, upon obtaining notice or knowledge thereof, shall
give prompt written notice of such City Default to the City, but in any event within ten (l 0) business
days. If, within ten (10) business days after receipt of such notice, the City has not promptly
commenced or proposed for G3 consent its recommended course of action to cure such default (and
thereafter diligently pursues such cure to completion within the period for the performance), the
rights and remedies of G3 shall include the right to terminate this Agreement by giving written
notice to the City, whereupon this Agreement shall automatically cease and terminate. In such event,
the City shall pay G3 the costs and expenses actually incurred by G3 through the date of
termination.
c. Additionally, G3 shall be in material default under this Agreement if G3:
(1.) Becomes insolvent, files for relief under the United States Bankruptcy Code or
otherwise takes the benefit of any present or future insolvency or bankruptcy statute, or makes a
general assignment for the benefit of creditors, or consents to the appointment of a receiver, trustee,
or liquidator of any or substantially all of its property; or
(2.) Transfers its interest under this Agreement in contravention of the requirements
of this Agreement; or
(3.) Places any claim of lien or actual lien against any City property interests or
causes by act or omission any lien or attachment to be filed against the any site in Downtown
Ocoee because of any act or omission of G3, that is not discharged or contested by G3 in good
faith by proper legal proceedings within ninety (90) days after receipt of notice thereof by G3.
7. Indemnity. G3 agrees to indemnify and hold harmless the City, its representatives,
employees, and elected and appointed officials, from all claims, judgments, damages, losses, and
expense (including reasonable attorneys’ fees, experts’ fees, and litigation costs incurred) arising
out of or resulting from the performance or nonperformance of the work or services provided
within the scope of this Agreement to the extent caused in whole or part by any negligence,
recklessness, or intentional wrongful misconduct of the G3 or persons employed or utilized by the
G3 in the performance of any services rendered under this Agreement. If the type of services being
performed under this Agreement require a maximum monetary limit of indemnification under
general law, then the maximum monetary limit under this section and other indemnifications
contained within this Agreement shall be three million dollars per occurrence, which the City and
G3 agree bears a commercially reasonable relationship to this Agreement; otherwise there is no
maximum limit of indemnification. To the extent that any portion of this section is determined to
be inconsistent with Florida law, this section shall be read (not voided) to give the City the
maximum amount of protection afforded by Florida law. Nothing in this Agreement is intended
to waive the City’s sovereign immunity or any other privilege, immunity or protection afforded by
law. This section shall survive the termination, cancellation, or expiration of the Agreement, and
shall not be limited by reason of any insurance coverage.
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8. Compliance with Environmental Requirements.
a. G3 and the City shall each, in conducting any activity on sites in Downtown Ocoee,
comply with all applicable local, state or federal environmental rules, regulations, statutes, laws or
orders, as amended from time to time (collectively "Environmental Requirements"), including but
not limited to Environmental Requirements regarding the storage, use and disposal of Hazardous
Materials and regarding releases or threatened releases of Hazardous Materials to the environment.
For purposes of this Agreement, the terms "Hazardous Materials" shall mean asbestos and
asbestos-containing materials, special wastes, polychlorinated biphenyls (PCBs ), used oil or any
petroleum products, natural gas, radioactive source material, pesticides, any hazardous waste as
defined at 42 U.S.C. § 6903(5) of the Solid Waste Disposal Act, any hazardous substance as
defined at 42 U.S.C. § 9601(14) of the Comprehensive Environmental Response, Compensation
and Liability Act, and chemical substance as defined at 15 U.S.C. § 2602(2) of the Toxic
Substances Control Act, and any rules or regulations promulgated pursuant to such statutes.
b. Neither G3 nor the City will knowingly cause, and both the City and G3
will prohibit any discharge or disposal of any Hazardous Materials to floors, floor drains, storm or
sanitary sewer systems, surface water or ground water, or the land and Buildings that comprise of
Downtown Ocoee.
c. G3 shall have no obligation to undertake any environmental remediation of
Hazardous Materials if, (i) such Hazardous Materials existed prior to the Effective Date and G3
has not caused, permitted, contributed to or exacerbated the presence of such Hazardous Materials;
or (ii) such Hazardous Materials have migrated onto the site from an off-site source and G3 has
not caused, contributed to or exacerbated the presence of such Hazardous Materials.
d. In the case of a discharge, release, spill or leak of Hazardous Materials as a result
of G3’s negligence, G3 shall immediately control and remediate all contamination to applicable
federal, state and local standards. G3 shall reimburse the City for any penalties and all cost and
expense, including without limitation reasonable attorney's fees, incurred by the City as a result of
the negligent release or disposal by G3 of any Hazardous Materials. G3 shall also immediately
notify the City in writing of the release, spill or leak, the control and remediation response actions
taken by G3, and any responses, notifications or actions taken by any federal, state or local agency
with regard to such release, spill or leak.
e. G3 shall make available for the City's review and approval all documents and
materials that G3 may prepare pursuant to any requirement under this Section. The City's approval
shall be required prior to G3 submitting any such documents or materials to any governmental
agency, except where such prior approval would prevent G3 from complying in a timely manner
with any requirement to file any notice or report regarding any release or threatened release of
Hazardous Materials at, on, under or about any site in Downtown Ocoee. G3 shall provide to the
City copies of all such notices and reports of releases or threatened releases when they are filed
with the appropriate governmental agency.
9. Notices. Any notice, demand, request, consent, approval or other communication
authorized or required hereunder (excluding day-to-day communication in the administration of
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this Agreement in the ordinary course) shall be in writing, shall be delivered personally or by
national recognized overnight courier and shall be deemed to have been duly given and received
upon receipt if delivery is made on a business day during regular business hours, or otherwise on
the next business day. Confirmation of delivery of notice by an overnight courier shall be
conclusive evidence of receipt of such notice. Notices to a Party shall be addressed to such Party
at the addresses provided below, or such other addresses as a Party may from time to time designate
by written notice to the other Party.
a. All notices provided for in this Agreement shall be in writing and delivered to the
addresses below:
City: City of Ocoee
Attention: Craig Shadrix, City Manager
1 North Bluford Avenue
Ocoee, Florida 34761
Email: craig.shadrix@ocoee.org
With a copy to: Fishback Dominick, LLP
Attn: Richard S. Geller, City Attorney
1947 Lee Road
Winter Park, FL 32789
Telephone: 407-581-9800
Email: rgeller@fishbacklaw.com
Telephone: 407-262-8400
G3:
With a copy to:
10. Insurance Coverage. G3 shall require all engineering and design professionals
performing any work pursuant to this Agreement to obtain, carry and keep in full force,
professional liability insurance covering liability arising out of error, omission, or negligent
acts in the performance, or lack thereof, of professional services contemplated under this
Agreement in an amount of not less than $1,000,000 per claim/ $2,000,000 aggregate;
provided G3's subcontractors who are providing engineering or professional design services
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shall be required to maintain such insurance in an amount of not less than $1,000,000 per
claim/$2,000,000 aggregate. On or before the Effective Date, and thereafter during the term
hereof, G3 shall provide the City with original Certificates of Insurance, and renewal
certificates of insurance thereafter, executed by a duly authorized representative of each
insurer, or by the insurance agent or broker authorized to do so, as evidence of all insurance
policies. No insurance policy required hereunder may be canceled, materially revised, or
subject to non-renewal without at least thirty (30) calendar days prior written notice being given
to the City or, in the event of cancellation for non-payment of premium, ten (10) days prior
written notice. G3 shall provide the City with renewal certificates of insurance or binders not
less than five (5) business days prior to such expiration. Insurance shall be maintained without
lapse in coverage during the term of this Agreement. The City shall also be given certified copies
of G3's policies of insurance, upon request.
11. To Bind Each Party. The Parties represent and warrant that the signatories below
are duly authorized by the Party each represents to enter into this Agreement, and by their
signatures do bind the Parties to the terms of this Agreement.
12. Controlling Law. This Agreement is governed by and will be interpreted and
enforced under the laws of the State of Florida. G3 and the City agree that this Agreement was
jointly negotiated and drafted, and, therefore, waive the application of any law, regulation, holding,
or rule of construction providing that ambiguities in an agreement or other document will be
construed against the party drafting such agreement or document.
13. No Waiver of Sovereign Immunity. Nothing contained herein shall be construed
as a waiver of any immunity or limitation of liability the City may be entitled to under the doctrine
of sovereign immunity or Section 768.28, Florida Statutes.
14. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL
DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, OR LOSS OF USE,
OR COST OF COVER INCURRED BY THE OTHER PARTY OR ANY THIRD PARTIES
ARISING OUT OF THIS AGREEMENT AND/OR CONCERNING THE
PERFORMANCE OF SERVICES BY G3 OR BY THE CITY UNDER THIS
AGREEMENT OR UNDER A TASK ORDER ISSUED UNDER THIS AGREEMENT.
15. No Third Party Beneficiaries. It is the intent of the Parties that no third party
beneficiary interest is created in this Agreement. The Parties are not presently aware of any actions
by them or any of their authorized representatives which would form the basis for interpretation
construing a different intent, and in any event expressly disclaim any such acts or actions.
16. Use, Possession or Sale of Alcohol or Drugs. G3, its officers, directors,
employees and agents shall cooperate and comply with the provisions of the Federal Drug-Free
Workplace Act of 1988 or any successor thereto, concerning the use, possession or sale of alcohol
or drugs.
17. Venue; Waiver of Jury Trial. Any dispute between the Parties arising out of or
relating to this Agreement that cannot be resolved between the Designated Representative of the
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Parties shall be referred to the City Attorney's Office and a duly appointed officer of G3 for the
duration of the Term. If the City and G3 cannot reach an agreement resolving the dispute within a
reasonable period of time not to exceed thirty (30) days after referral of the dispute to officers of the
Parties, the City or G3 shall have the right to schedule mediation before a mediator certified by the
Florida Supreme Court. Only after an impasse occurs in mediation may either party pursue
litigation. In no event shall the existence of litigation of any controversy, or the settlement thereof
in and of itself delay the performance of any obligations under this Agreement. IN THE EVENT
LITIGATION IS PROSECUTED BY ANY PARTY HERETO, THE CITY AND G3
AGREE TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW TO WAIVE TRIAL BY
JURY. The sole and exclusive venue for resolution of any and for dispute, claim, or controversy
arising out of or relating to this Agreement shall be the state courts in Orange County, Florida.
18. Independent Contractor. G3 understands and acknowledges that the G3 is an
independent contractor of, but is not an employee of the City. As a result, the City will not withhold
income taxes or pay any employee taxes on its behalf; nor will G3 receive any benefits of an
employee. G3 shall not have any authority to assume or create any obligations, express or implied,
on behalf of the City and shall have no authority to represent the City as agent, employee, or in
any other capacity except as authorized by the City in writing.
19. Assignment. G3 shall not permit this Agreement or any of its obligations or rights
hereunder to be delegated or assigned voluntarily, involuntarily or by operation of law, without
the express prior written authorization of the City at its sole and absolute discretion; provided,
however, that G3 may assign this agreement in whole or in part to an affiliate of G3, so long as G3
remains in control of such affiliate and such assignment does not relieve G3 of its financial
obligations under this Agreement. No such written authorization to assign all or part of this
Agreement shall be construed as discharging or releasing G3 from the fulfillment of obligations
under this Agreement. This Agreement shall inure to the benefit of, and bind the Parties and their
permitted successors and permitted assigns.
20. Public Records Law. Pursuant to section 119.0701(2)(a), Florida Statutes, G3 is
advised as follows: IF G3 HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO G3’S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS, MELANIE SIBBITT, CITY CLERK, AT (407) 905-3105, OR EMAIL
ccdl@ocoee.org. By entering into this Agreement, G3 acknowledges and agrees that any records
maintained, generated, received, or kept in connection with, or related to the performance of
services provided under, this Agreement are public records subject to the public records disclosure
requirements of section 119.07(1), Florida Statutes, and Article I, section 24 of the Florida
Constitution.
21. Nondiscrimination and Americans with Disabilities Act. G3 shall not
unlawfully discriminate against any person in the operations and activities in the use or
expenditure of the funds or any portion of the funds provided by this Contract. G3 agrees it shall
affirmatively comply with all applicable provisions of the Americans with Disabilities Act
(ADA) in the course of providing any Services funded by City, including Titles I and II of the
ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations,
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guidelines, and standards. In performing under this Agreement, G3 agrees that it shall not commit
an unfair employment practice in violation of any state or federal law and that it shall not
discriminate against any member of the public, employee or applicant for employment for work
under this Agreement because of race, color, religion, gender, sexual orientation, age, national
origin, political affiliation, or disability and shall take affirmative steps to ensure that applicants
are employed and employees are treated during employment without regard to race, color,
religion, gender, sexual orientation, age, national origin, political affiliation, or disability.
22. E-Verify. In accordance with Section 448.095, Florida Statutes, and Section (5)
thereto, G3 shall register and utilize the U.S. Department of Homeland Security’s E-Verify
system to verify the employment eligibility and work authorization status of all new employees
hired by G3 on or after the effective date of this Agreement and thereafter during the remaining
term of this Agreement, including subconcontractors. If and to the extent the Agreement meets
the criteria set forth at 48 C.F.R. § 52.222-54(e), the criteria of 48 C.F.R. § 52.222-54 are hereby
incorporated by reference into this Agreement as if fully set forth herein. G3 covenants and agrees
that if the City has a good faith belief that G3 has knowingly violated or if Contractor is found
to have violated this Section, Section 448.095, Florida Statutes, or any presidential Executive
order and subsequent Federal Acquisition Regulation (FAR) requiring federal contractors to use
E-Verify, if applicable, then the following shall be true: (i) such shall be a material breach of this
Contract by Contractor; (ii) Contractor shall indemnify, defend, and hold harmless the City from
any fines or penalties levied by a government agency, including the loss or repayment of grant
funds by the City; (iii) the City may terminate this Contract immediately and without penalty
and such termination shall not be or be considered a breach of this Contract; and (iv) Contractor
shall be liable for any additional costs incurred by the City as a result of the termination of the
Contract. Contractor acknowledges and understands that if the City terminates this Contract in
accordance with this Section, the Contractor shall be ineligible for award of a public contract
for at least 1 year after the date on which the Contract was terminated.
23. Confidential Information. Except and to the extent required by section 119.07(1),
Florida Statutes, or as may be required by the lawful order of a court or agency of competent
jurisdiction, G3 agrees to keep secret and confidential indefinitely all trade secret information
concerning the City which was acquired by or disclosed to G3, including, without limitation,
information relating to the Downtown Master Plan or other Special Development Plans
(“Confidential Information”). G3 shall not disclose such Confidential Information, either directly
or indirectly, to any other person, firm or business entity, or use it in any way.
24. Entire Agreement. This Agreement constitutes the entire agreement between the
Parties, and may be amended or modified only in writing, executed by each Party. A waiver of
enforcement of any obligation or waiver of covenant or the exercise of any right or remedy shall
be in writing and signed by the Party to be bound thereby in order to be effective. The provisions
of this Agreement are severable and the invalidity of one or more of the other provisions hereof shall
not affect the validity or enforceability of any of the provisions hereof.
Page 12 of 12
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement effective as
of the latest date written below.
GC DEVELOPMENT OF LAKE COUNTY INC.,
D/B/A G3 DEVELOPMENT
By:
Its:
CITY OF OCOEE, FLORIDA, a Florida municipal
corporation
By:
Rusty Johnson, Mayor
ATTEST:
Melanie Sibbitt, City Clerk
(SEAL)
APPROVED BY THE CITY OF OCOEE
COMMISSION AT A MEETING HELD ON
______________________ ____, _____
UNDER AGENDA ITEM NO. ____
FOR USE AND RELIANCE ONLY BY
THE CITY OF OCOEE, FLORIDA;
APPROVED AS TO FORM AND
LEGALITY this ____ day of
________________, 20___.
FISHBACK DOMINICK
By: __________________________
Richard S. Gellar, City Attorney
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