12-02-14 Emergency Item #02 Reimbursement Agreement with the City of Winter Garden for the State Road 429 Interchange Plan1XIN %
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AGENDA ITEM COVER SHEET
Meeting Date: December 2, 2014
Item #
Reviewed By.' /
Contact Name: Craig Shadrix Department Director:,
Contact Number: City Manager: %.
Subject: Reimbursement agreement with the City of Winter Garden ATr the State Road 429
Interchange Plan
Background Summary:
The City of Ocoee received a grant in the amount of $100,000 from the Florida Department of Economic
Opportunity as part of this year's state special projects budget. The work to be performed for this special
project is a special interchange plan conducted jointly with the City of Winter Garden, and the grant money was
allocated specifically for this joint study effort. The City of Ocoee acted as lead agency in application for the
grant and scope development; in order to expedite the process, the City of Winter Garden worked in parallel on
preparing a contract to take to the Winter Garden City Commission on December 11, 2014, for the work effort to
be performed. The attached reimbursement agreement memorializes that the City of Ocoee agrees to
reimburse the City of Winter Garden for work performed pursuant to this study as each deliverable is
completed, up to the grant amount of $100,000.
Issue:
Should the Mayor and City Commissioners approve execution of a reimbursement agreement with the City of
Winter Garden for the State Road 429 Interchange Plan?
Recommendations
Staff recommends that the Mayor and City Commission approve the reimbursement agreement with the City of
Winter Garden for the State Road 429 Interchange Plan.
Attachments:
Reimbursement Agreement with the City of Winter Garden
Financial Impact:
The City will be applying for reimbursement of these funds under the special project agreement with the State
Department of Economic Opportunity.
Type of Item: (please mark with an 'Y)
Public Hearing
Ordinance First Reading
Ordinance Second Reading
Resolution
For Clerk's Dept Use:
Consent Agenda
Public Hearing
Regular Agenda
X Commission Approval
X Discussion & Direction
Original Document/Contract Attached for Execution by City Clerk
Original Document/Contract Held by Department for Execution
Reviewed by City Attorney
Reviewed by Finance Dept.
Reviewed by ()
N/A
N/A
N/A
2
REIMBURSEMENT AGREEMENT
THIS REIMBURSEMENT AGREEMENT (this "Reimbursement Agreement ") is
made and entered into this day of December, 2014, by and between the City of Ocoee,
Florida, a Florida municipal corporation ( "Ocoee "), and the City of Winter Garden, Florida, a
Florida municipal corporation ( "Winter Garden ").
RECITALS:
WHEREAS, Ocoee and Winter Garden, together with the City of Apopka, Florida, are
members of that certain Tri -City Partnership formed for the purpose of exploring opportunities to
promote economic development along the State Road 429 corridor (the "Corridor ") to
encourage business growth within their jurisdictions and to identify targeted industry clusters,
regional catalysts, and economic opportunities to create new jobs within their respective
communities (the "Partnership Purpose "); and
WHEREAS, Ocoee and Winter Garden desire to commission a study of certain sites
along the Corridor within their respective jurisdictions consistent with the Partnership Purpose
(the "Corridor Study "); and
WHEREAS, the Corridor Study will include planning for study sites associated with the
redevelopment potential of certain interchanges within the Corridor, including the State Road 50
interchange, the Franklin /Plant Street interchange and the West Road interchange; and
WHEREAS, the Corridor Study will also look at potential economic development
opportunities within the Corridor Study areas; and
WHEREAS, Ocoee and Winter Garden will work together to agree upon a scope of
work for the Corridor Study; and
WHEREAS, Winter Garden will be the procuring entity for the consultant to perform the
agreed -upon scope of work for the Corridor Study, with such Corridor Study being at a cost not
to exceed $100,000.00; and
WHEREAS, Ocoee has advised Winter Garden that the State of Florida has budgeted a
line item appropriation in the amount of $100,000 in the State of Florida's community grants
program and Ocoee is in the process of converting the same into a grant in that amount from the
Department of Economic Opportunity for the Corridor Study (the "DEO Grant "); and
WHEREAS, provided Ocoee receives the funds from the DEO Grant, Ocoee shall pay
for the entire cost of the Corridor Study out of its own funds and then get reimbursed from the
DEO Grant or out of the monies obtained from the DEO Grant.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth below and other good and valuable consideration, the receipt and sufficiency of which
consideration is acknowledged and confessed by each of the parties hereto, the parties hereto do
hereby agree as follows:
Section 1. Recitals The parties agree that the recitals set forth above in this Reimbursement
Agreement are true and correct and are made a part hereof for all purposes.
Section 2. Corridor Study and Payment The City Managers or their respective designees
of Ocoee and Winter Garden shall work together in good faith to agree upon a scope of work and
work product to be produced for the Corridor Study. Once the parties have agreed upon a scope
of work and work product to be produced for the Corridor Study, Winter Garden shall select and
procure a qualified consultant to perform such work pursuant to the procurement policies and
requirements of Winter Garden. If the parties cannot agree upon the scope of work and work
product to be produced for the Corridor Study, this Agreement may be terminated prior to Winter
Garden engaging a Corridor Study consultant by either party upon written notice to the other.
Once the Corridor Study consultant has been engaged by Winter Garden, any work product
produced by the consultant will be shared between Ocoee and Winter Garden. Within five (5)
business days of Winter Garden's receipt of an invoice from the consultant, Winter Garden shall
provide a copy of such invoice to Ocoee. Ocoee shall pay such invoices directly to the
consultant within twenty (20) days of receipt of such invoices. In the event Winter Garden elects
to pay an invoice, or any part thereof, Ocoee shall reimburse Winter Garden for such invoice
payment within twenty (20) days of receipt of evidence of payment together with a copy of the
consultant's invoice.
Section 3. DEO Grant Ocoee and Winter Garden acknowledge and agree that the purpose
of the DEO Grant is to reimburse the City of Ocoee for the funding of the Corridor Study and
that Ocoee shall be responsible for paying the consultant selected and procured by Winter
Garden for the full cost of the Corridor Study up to $100,000.00. In the event Ocoee has
received funding from the DEO Grant prior to or during the time of completion of the Corridor
Study, Ocoee shall retain the monies from the DEO Grant and use such funds to pay the invoices
as they come due pursuant to the payment schedule. _Ocoee shall promptly notify Winter Garden
in the event Ocoee learns that the DEO Grant has not been funded. Ocoee shall be responsible
for compliance with the DEO Grant requirements. In the event Ocoee does not receive the
funding from the DEO Grant until after the consultant has been paid for all work performed by
the consultant pursuant to the payment schedule, provided that Ocoee has paid each invoice,
Ocoee shall be entitled to retain the funds from the DEO Grant to reimburse itself for the funds
expended for the Corridor Study. In the event Ocoee does not receive the funding from the DEO
Grant due to the State of Florida's failure to appropriate funds for the DEO Grant or otherwise,
Ocoee and Winter Garden agree to split the cost of the Corridor Study equally and the parties
agree to take such steps as may be reasonably required to ensure that neither party pays for more
than fifty percent (50 %) of the Corridor Study; provided, however, such does not prevent the
parties from seeking partial reimbursement from the City of Apopka for the cost of the Corridor
Study.
Section 4. Time of the Essence Time is of the essence of this Reimbursement Agreement.
Section 5. Authority of Ocoee Ocoee hereby represents and warrants to Winter Garden
that it has full lawful right, power and authority, under currently applicable law, to execute,
deliver and perform the terms and obligations of this Reimbursement Agreement, and all of the
foregoing have been or will be duly and validly authorized and approved by all necessary
proceedings, findings and actions. Accordingly, this Reimbursement Agreement constitutes the
legal, valid and binding obligation of Ocoee, and is enforceable in accordance with its terms and
provisions.
Section 6. Authority of Winter Garden Winter Garden hereby represents and warrants to
Ocoee that it has full lawful right, power and authority, under currently applicable law, to
execute, deliver and perform the terms and obligations of this Reimbursement Agreement, and
all of the foregoing have been or will be duly and validly authorized and approved by all
necessary proceedings, findings and actions. Accordingly, this Reimbursement Agreement
constitutes the legal, valid and binding obligation of Winter Garden, and is enforceable in
accordance with its terms and provisions.
Section 7. Amendment: Waiver No alteration, amendment or modification hereof shall be
valid unless executed by an instrument in writing by the parties hereto with the same formality as
this Reimbursement Agreement. The failure of Ocoee or Winter Garden to insist in anyone or
more instances upon the strict performance of any of the covenants, agreements, terms,
provisions or conditions of this Reimbursement Agreement or to exercise any election herein
contained shall not be construed as a waiver or relinquishment for the future of such covenant,
agreement, term, provision, condition, election or option, but the same shall continue and remain
in full force and effect. No waiver by Ocoee or Winter Garden of any covenant, agreement, term,
provision or condition of this Reimbursement Agreement shall be deemed to have been made
unless expressed in writing and signed by a duly authorized official on behalf of Ocoee or Winter
Garden.
Section 8. Consent Unless otherwise specifically provided herein, no consent or approval
by the Ocoee or Winter Garden permitted or required under the terms of this Reimbursement
Agreement shall be valid or be of any validity whatsoever unless the same shall be in writing.
Section 9. Severability If any article, section, subsection, term or provision of this
Reimbursement Agreement or the application thereof to any party or circumstance shall, to any
extent, be invalid or unenforceable, the remainder of the article, section, subsection, term or
provision of this Reimbursement Agreement or the application of same to parties or
circumstances other than those to which it is held invalid or unenforceable shall not be affected
thereby and each remaining article, section, subsection, term or provision of this Reimbursement
Agreement shall be valid and enforceable to the fullest extent permitted by law, provided that no
such severance shall serve to deprive either party of the enjoyment of its substantial benefits
under this Reimbursement Agreement.
Section 10. Bindin1l Effect Except as may otherwise be provided herein to the contrary, this
Reimbursement Agreement and each of the provisions hereof shall be binding upon and inure to
the benefit of Ocoee and Winter Garden.
Section 11. GoverninIZ Law This Reimbursement Agreement has been prepared in the State
of Florida and shall be governed in all respects by the laws of the State of Florida.
Section 12. Effective Date This Reimbursement Agreement shall be a legally binding
agreement, in full force and effect, as of the date set forth in the first paragraph of this
Reimbursement Agreement.
Section 13. Third -Party Beneficiary The provisions of this Reimbursement Agreement are
for the exclusive benefit of the parties hereto and not for the benefit of any other third person,
nor shall this Reimbursement Agreement be deemed to have conferred any rights, express or
implied, upon any third person unless otherwise expressly provided for herein.
Section 14. Attorneys' Fees Each party shall bear their own respective attorneys' fees and
costs in any litigation or other dispute between the parties arising from this Reimbursement
Agreement.
Section 15. Sections and Subsections All titles or headings are only for convenience of the
parties and shall not be construed to have any effect or meaning as to the agreement between the
parties hereto.
Section 16. Entire Agreement This written agreement represents the final agreement
between the parties and may not be contradicted by evidence of prior, contemporaneous, or
subsequent oral or written agreements of the parties. There are no unwritten oral agreements
between the parties relating the subject matter hereof. All prior negotiations, writings,
discussions, correspondence, and preliminary understandings between the parties hereunder and
others relating hereto are superseded by this Reimbursement Agreement.
Section 17. Interpretation This Reimbursement Agreement has been jointly negotiated by
the parties hereunder and shall not be construed against a party hereunder because that party may
have assumed primary responsibility for the drafting of this Reimbursement Agreement.
[Signature Pages Follow]
Signed, Sealed and Delivered " OCOEE"
in the Presence of:
CITY OF OCOEE, a Florida municipal
corporation
C
Print Name:
Print Name:
S. Scott Vandergrift
Mayor
Attest:
Beth Eikenberry
City Clerk
(SEAL)
FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY
THE CITY OF OCOEE. COMMISSION AT A MEETING HELD
Approved as to form and legality this ON , 2014 UNDER
day of , 2014. AGENDA ITEM NO.
Shuffield, Lowman & Wilson, P.A.
IC
City Attorney
STATE OF FLORIDA
COUNTY OF ORANGE
The foregoing instrument was sworn to and subscribed before me this day of
, 2014, by S. SCOTT VANDERGRIFT and BETH EIKENBERRY as
Mayor and City Clerk, respectively of the CITY OF OCOEE, a Florida municipal corporation,
on behalf of the corporation. Said persons are personally known to me or have produced
(type of identification) as identification.
NOTARY PUBLIC, STATE OF FLORIDA
(Print, Type or Stamp Commissioned Name of
Notary Public)
Signed, Sealed and Delivered "WINTER GARDEN"
in the Presence of:
CITY OF WINTER GARDEN, a Florida
municipal corporation
Print Name:
Print Name:
John Rees
Mayor
Attest:
Kathy Golden
City Clerk
(SEAL)
FOR USE AND RELIANCE ONLY BY APPROVED BY THE WINTER GARDEN
THE CITY OF WINTER GARDEN. CITY COMMISSION AT A MEETING
Approved as to form and legality this HELD ON , 2014
day of , 2014. UNDER AGENDA ITEM NO.
Fishback Dominick
C
City Attorney
STATE OF FLORIDA
COUNTY OF ORANGE
The foregoing instrument was sworn to and subscribed before me this day of
, 2014, by JOHN REES and KATHY GOLDEN as Mayor and City Clerk,
respectively of the CITY OF WINTER GARDEN, a Florida municipal corporation, on behalf
of the corporation. Said persons are personally known to me or have produced
(type of identification) as identification.
NOTARY PUBLIC, STATE OF FLORIDA
(Print, Type or Stamp Commissioned Name of
Notary Public)