AGREEMENT BETWEEN THE CITY OF COCOA AND THE

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1 of 15. AGREEMENT BETWEEN OSCEOLA COUNTY FLORIDA, ... CCDD and CROA will thereafter be responsible for the project's su
AGREEMENT BETWEEN OSCEOLA COUNTY FLORIDA, CELEBRATION COMMUNITY DEVELOPMENT DISTRICT AND CELEBRATION RESIDENTIAL OWNER’S ASSOCIATION REGARDING THE COMMUNITY CENTER AT CELEBRATION THIS AGREEMENT is made and entered between OSCEOLA COUNTY, a political subdivision of the State of Florida, 1 Courthouse Square, Kissimmee, Florida 34741, hereinafter referred to as the “COUNTY;” the Celebration Community Development District, A Florida, 610 Sycamore Street, Suite 140, Celebration FL. 34747 hereinafter referred to as “CCDD;” and the Celebration Residential Owner’s Association, 851 Celebration Ave., Celebration FL 34747, hereinafter referred to as “CROA.” WITNESSETH WHEREAS, COUNTY desires to facilitate construction of a Community Center within the Celebration community, as conceptualized in the Concept Plan attached hereto as Exhibit “A,”; and WHEREAS, COUNTY has determined that the Community Center would serve a valid public purpose ; and WHEREAS, CCDD and CROA have requested that COUNTY contribute to the overall project by facilitating design and construction of the Community Center as described in Section 2 of this Agreement, and WHEREAS, in exchange for COUNTY’s contributions to the Community Center, CCDD and CROA will thereafter be responsible for the project’s supporting capital costs, operations, and maintenance costs; and WHEREAS, the County, CCDD and CROA believe the Community Center would benefit residents of Celebration and the surrounding community; and WHEREAS, it is necessary that COUNTY and CCDD and CROA enter into an Agreement relating to the Community Center. NOW THEREFORE, for and in consideration of the mutual premises set forth above and the covenants, obligations, duties, and benefits set forth below, COUNTY and CCDD and CROA agree as follows: SECTION 1. RECITALS; PURPOSE The Recitals set forth above are hereby adopted and incorporated into this Agreement as

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if more fully set forth herein. The purpose of this Agreement is to set forth the covenants and conditions under which COUNTY and CCDD and CROA will complete the Community Center and accomplish the objectives set forth in the Recitals. SECTION 2. GENERAL PROJECT DESCRIPTION The Community Center location is at (to be completed) Osceola County, Florida. The COUNTY will assist with funding the design and development of the Community Center within Celebration, as generally consistent with the project concept plan included in Exhibits “A and B” in accordance with this Agreement. The sum of COUNTY’s responsibilities under this Agreement shall be as described in Section 5. This agreement does not include, nor fund the trail and boardwalk connector to the North Village. SECTION 3. OBLIGATIONS As part of the project, CCDD shall construct the Community Center in accordance with the terms of this Agreement. The COUNTY’s payment obligations relate solely and exclusively to the Community Center. The Community Center shall be designed and constructed in accordance with the general specifications set forth by the County, CCDD and CROA. The COUNTY and CCDD and CROA, or their designated representatives, agents, and/or managers, shall have final approval, in writing, of the engineering, plan and design of the Community Center before construction commences. Thereafter, CCDD and CROA acknowledge and agree that construction of the Community Center shall be in substantial conformity with the final plan and design approved by the COUNTY, CCDD and CROA. The Parties acknowledge that any variations from the final plan, budget and design must be approved by the COUNTY, CCDD and CROA or their designated representatives, agents and/or managers in writing. Change orders deemed necessary or desirable by CCDD and /or CROA that may be accomplished within the maximum budget, may be effectuated by CCDD and /or CROA with written approval of the COUNTY, CCDD and CROA’s authorized representatives. The COUNTY, CCDD and CROA agree to appoint authorized representatives with authority to approve or deny change order requests within a reasonable time and, at a minimum, within the time required to allow the Community Center project to proceed without material delay. SECTION 4. CCDD AND CROA’S OBLIGATIONS CCDD and/or CROA shall, in a satisfactory and proper manner, as determined by the COUNTY, CROA and CCDD, perform the following tasks necessary to complete the Community Center project: A. CROA shall supervise and be responsible for all phases of the Community Center

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project including, but not limited to, design, permitting, engineering, construction and inspections required for the proper completion of the Project subject to the COUNTY and CCDD’s approval rights set forth herein. B. CROA shall ensure the Community Center is constructed in accordance with the final plan, budget and design as approved by the COUNTY, CCDD and CROA. C. CROA shall hire, provide and/or pay for all contractors, subcontractors, labor, materials, services and equipment, including tools, construction equipment, and machinery, utilities, including water, transportation, and all other facilities and services necessary for the proper completion of the Community Center. D. CROA shall obtain and pay for all permits, licenses, governmental fees, and inspections necessary for proper execution and completion of the work anticipated under this Community Center project. E. CROA shall be solely responsible for all inspections or approvals of the Community Center, including any costs associated therewith, as may be required by any applicable code, ordinance, rules and regulations, orders of public agencies, and laws, whether governmental or non-governmental. F. CROA shall ensure all contractors, subcontractors, laborers, materialmen, employees, agents and others working on the Community Center comply with all laws and ordinances, and the rules, regulations, or orders of all public authorities relating to the performance of the work required for proper completion of the Community Center. G. CROA shall ensure all contractors, subcontractors, laborers, materialmen, employees, agents and others working on the Community Center keep the work site and adjoining ways in a neat and clean condition and free of waste material and rubbish caused by its work or that of its subcontractors. H. CROA shall ensure all contractors, subcontractors, laborers, materialmen, employees, agents and others working on the Community Center remove all waste material and rubbish on termination or completion of the work, together with all its tools, equipment, machinery and surplus materials. On terminating or completing its work at the site, Contractor shall conduct general clean-up operations, including the cleaning of all glass surfaces, paved streets and walks, steps, and floors and walls. I. CROA shall ensure all contractors, subcontractors, laborers, materialmen, employees, agents and others working on the Community Center represent and warrant to CROA that (i) all materials used in the work will be new unless otherwise specified, of good

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quality, free of defects, and in conformity with the contract documents; (ii) all materials used in its performance of the work will be applied in strict accordance with the manufacturer’s specifications. The parties understand and agree that all materials not so in conformity are defective. Nothing herein shall be deemed to replace or negate any applicable special guarantees or warranties provided by any manufacturer of any materials used in connection with the work and shall be deemed to be in addition to such special guarantees or warranties. J. CROA shall be responsible for ensuring that all work on the Community Center is executed and completed in accordance with any applicable code, ordinance, rules and regulations orders of public agencies, and laws, whether governmental or nongovernmental. K. CROA shall provide all utilities required by the contractors, subcontractors, laborers, materialmen, employees, agents and others working on the Community Center. L. CROA shall pay all taxes required by law in connection with the Community Center project in accordance with this Agreement including sales, use, and similar taxes, and shall secure and pay the fees for all licenses and permits necessary for proper completion of the Community Center project. M. CROA shall ensure the timely payment of all contractors, subcontractors, laborers, materialmen, employees, agents and others working on the Community Center are paid in a timely manner and shall not permit any liens, of any type, to be recorded against COUNTY or CCDD. If any contractors, subcontractors, laborers, materialmen, employees, agents and others working on the Community Center record a claim of lien against the County, CCDD and CROA disputes the amount allegedly owed to any such contractors, subcontractors, laborers, materialmen, employees, agents and others working on the Community Center. The COUNTY shall be required to transfer the claim of lien to a transfer bond pursuant to Fla. Stat. §713.24. N. CROA has the duty of providing for and overseeing all safety orders, precautions, and programs necessary to the reasonable safety of work on the Project. In this regard, it shall take reasonable precautions for the safety of all employees and other persons whom the work on the Community Center might affect, all work and materials incorporated in the Project, and all property and improvements on the construction site and adjacent to it, complying with all applicable laws, ordinances, rules, regulations and orders. O. CROA shall be solely responsible for all work under this Agreement, including the

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techniques, sequences, procedures, and means, and for coordination of all work, as well as adherence to this Agreement. It shall supervise and direct the work and its contractors, subcontractors, laborers, materialmen, employees, agents and others working on the Community Center to the best of its ability, and give the work all attention necessary for such proper supervision and direction. CROA shall maintain at all times strict discipline among its contractors, subcontractors, laborers, materialmen, employees, agents and others working on the Community Center, and agrees not to employ for work on the project any contractors, subcontractors, laborers, materialmen, employees, agents and others working on the Community Center unfit or without sufficient skill to perform the job for which such contractors, subcontractors, laborers, materialmen, employees, agents and others working on the Community Center were employed. P. CROA shall obtain all Contractor's final affidavits (in conformity with Fla. Stat. §713.06(3)(d)), indicating the payment status of all potential liens. Q. CROA shall communicate with the COUNTY and CCDD regarding any changes to the description of the Community Center, completion date, or progress within two (2) business days from when CROA learns of such change. R. CROA agrees to pay for, and keep in force during the entire period of construction of the Community Center and/or general liability insurance that will protect it from claims, under workers' compensation and other employee benefit laws, for bodily injury and death, and for property damage, that may arise out of construction of the Community Center under this Agreement, whether directly or indirectly by CROA, or directly or indirectly by a contractor, subcontractor, laborer, materialman, employee, agents and others working on the Community Center. The minimum liability limits of the insurance shall not be less than the limits specified by law for that type of damage claim. The insurance shall include contractual liability insurance applicable to CROA’s obligations under this Agreement. Upon the COUNTY and/or CCDD’s request, CROA shall provide proof of insurance. The COUNTY shall be named as an additional insured for ongoing and completed operations under the terms of said Community Center project and/or general liability policy or policies and shall provide that the interest of the additional insured shall not be affected by any breach by CROA of any policy provision for which such certificates evidence coverage. CROA agrees to waive, on CROA's behalf and on behalf of any insurance carrier of CROA, any claim CROA might otherwise have against the COUNTY and/or CCDD, its managers, agents, employees, officers, directors, members and/or representatives,

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arising out of any loss or damage, including consequential loss or damage, to any property of CCDD/CROA within or about CCDD/CROA’s property. CROA further agrees to require its workers’ compensation carrier to waive its right of subrogation against CCDD and or the COUNTY and its managers, agents, employees, officers, directors, members and/or representatives, whose interests are covered as additional insureds under the CROA’s policies of insurance. S. CCDD and CROA shall provide in the Community Center, one office for the Osceola County Extension Service to utilize, in order to offer and conduct community education programing at the Community Center upon completion. SECTION 5. COUNTY OBLIGATIONS The COUNTY agrees to contribute to CCDD a maximum of Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000) for the Community Center in accordance with the following payment schedule: 1. Two Hundred Fifty Thousand Dollars ($250,000) within thirty (30) days of the Effective Date of this Agreement to be used for Community Center design, planning and engineering; 2. Two Million Five Hundred Thousand Dollars ($2,500,000), on or before January 1, 2019 for Community Center construction. It is not anticipated that the COUNTY will contribute in excess of the budgeted amount as set forth in this Agreement. SECTION 6. TERM Any delay in the performance of CROA and CCDD’s obligations under this Agreement due to strikes, acts of God, inclement weather, natural disaster, unavailability of materials, unavailability of utility services, fire, storms, theft, vandalism, or other matters beyond CROA and CCDD’s reasonable control shall be excused and the time for performance extended for a period of time equal to such unavoidable delays; provided, however, in the event the Project is not completed within four hundred eighty (480) days from the execution of this Agreement, the County shall be reimbursed the $2,500,000.00 within thirty (30) days after the four hundred eighty (480) day is reached. The COUNTY, may however extend the time for performance of this Agreement until the Community Center is completed with written notice. SECTION 7. MAINTENANCE AND REVENUES CROA shall be responsible for all operation and maintenance costs associated with the Community Center. CROA shall be entitled to retain all profits, rents, fees, income and other

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proceeds derived from the Project. Section 8. OWNERSHIP Upon completion of the Community Center, CROA shall retain sole ownership of the Community Center and must assure public usage and access to the facility for a period of no less than 25 years from the date of public opening. SECTION 9. REPORTING CCDD and CROA shall submit a single progress report to the COUNTY on a quarterly basis during construction, indicating the status and schedule of the Community Center. The quarterly report is due no later than fifteen (15) days after the end of each three-month period, calculated from the effective date of this Agreement. The report, at a minimum, shall outline all tasks completed to date, pictures, permits, inspection reports, tasks to be completed, and a timeline to Project completion. Upon completion of the Community Center, a annual report will be provided to the County Manager. The report will include program and participant data. All reports shall be signed and dated by both the CCDD President and CROA President. SECTION 10. EFFECTIVE DATE. The Effective Date of this Agreement shall be date upon the full execution by all parties. The Agreement shall terminate upon completion and opening of the Community Center by CCDD and CROA due under this Agreement. SECTION 11. INSPECTIONS The COUNTY and CCDD agents and representatives shall have the right to inspect the Community Center at any time. The COUNTY and CCDD’s inspections or lack of inspections shall not relieve CROA of any responsibility, obligation or liability assumed herein. SECTION 12. SUSPENSION OR TERMINATION If through any cause the COUNTY or CCDD or CROA shall fail to fulfill, in a timely and proper manner, their obligations under this Agreement, or if they violate any of the covenants, agreements, or stipulations of this Agreement, the other parties (the COUNTY, CCDD or CROA) shall thereupon have the right to terminate this Agreement or suspend payment in whole or part by giving written notice to the other party of such termination or suspension of payment and specify the effective date thereof, at least five (5) working days before the effective date of termination or suspension. If payments are withheld, the COUNTY staff shall specify in writing the actions that must be taken by the CROA and/or CCDD as a condition precedent to

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resumption of payments and shall specify a reasonable date for compliance. Sufficient cause for suspension of payments or termination shall include, but not be limited to: 1. Ineffective or improper use of COUNTY funds. 2. Material failure to comply with any of the rules, regulations or provisions referred to herein. 3. Failure, for any reason, of CCDD and /or CROA to adhere to the final plan and design for the Community Center approved by COUNTY, CCDD and CROA. 4. Failure, for any reason, of the COUNTY, CCDD and/or CROA to fulfill in a timely and proper manner its obligations under this Agreement. 5. Failure to comply with Section 2. 6. 7.

Failure of CCDD and CROA to submit reports as required, including an unfavorable audit report. Material failure to comply with any term of this Agreement or requirements of applicable Federal Statutes or Regulations.

SECTION 13. COMPLIANCE WITH ALL APPLICABLE LAWS The parties agree to observe and comply with all applicable federal, state, and local rules, orders, laws, and regulations pertaining to their operations under this Agreement. SECTION 14. AUDITS In the performance of this Agreement, CROA and CCDD shall keep books, records, and accounts of all activities related to this Agreement, in compliance with generally accepted accounting procedures. Throughout the term of this Agreement, CROA and CCDD’s, books, records, and accounts related to performance of this Agreement shall be open to inspection by an authorized representative of the COUNTY during regular business hours, and shall be retained by CROA and CCDD for a period of five (5) years after termination or completion of the Agreement, or until any litigation and/or claims stemming from this Agreement are complete, whichever comes last. All books, records, and accounts related to the performance of this Agreement shall be subject to the applicable provisions of the Florida Public Records Act, Chapter 119, Florida Statutes. SECTION 15. ENTIRE AGREEMENT This Agreement, including referenced exhibits and attachments hereto, constitutes the entire agreement between the parties and shall supersede, replace, and nullify any and all prior agreements or understandings, written or oral, relating to the matters set forth herein, and any such prior agreements or understandings shall have no force or affect whatsoever on this

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Agreement. SECTION 16. APPLICABLE LAW, VENUE, JURY TRIAL The laws of the State of Florida shall govern all aspects of this Agreement. In the event it is necessary for any party to initiate legal action regarding this Agreement, venue shall lie in Osceola County, Florida. The parties hereby waive their right to trial by jury in any action, proceeding or claim, arising out of this Agreement, which may be brought by either of the parties hereto. SECTION 17. PUBLIC RECORDS The COUNTY, CCDD and CROA understand that, by virtue of this Agreement, all of their documents, records, and materials of any kind, relating to the relationship created hereby, shall be open to the public for inspection in accordance with Florida law. SECTION 18. INDEMNIFICATION CROA and CCDD agree to be liable for any and all damages, losses, and expenses incurred by the COUNTY, caused by the negligent or willful acts and/or omissions of CCDD and/or CROA or any of their employees, agents, sub-contractors, representatives, or the like, related to this Agreement. CROA and CCDD agree to indemnify, defend, and hold the COUNTY harmless for any and all claims, suits, judgments or damages, losses, and expenses, including but not limited to court costs, expert witnesses, consultation services, and attorney’s fees, arising from any and all acts and/or omissions of CROA and/or CCDD, or any of their employees, agents, sub-contractors, representatives, or the like, related to this Agreement. SECTION 19. BINDING EFFECT This Agreement shall be binding upon and ensure to the benefit of the parties hereto, their heirs, personal representatives, successors, and/or assigns. SECTON 20. ASSIGNMENT This Agreement shall be assignable by CCDD and/or CROA only upon the express written consent of the COUNTY. SECTION 21. SEVERABILITY All clauses found herein shall act independently of each other. If a clause is found to be illegal or unenforceable, it shall have no effect on any other provision of this Agreement. It is understood by the parties hereto that if any part, term, or provision of this Agreement is by the courts held to be illegal or in conflict with any law of the State of Florida or the United States,

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the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term, or provision held to be invalid. SECTION 22. WAIVER Failure of the parties to insist upon strict performance of any of the covenants, terms, provisions, or conditions of this Agreement, or to exercise any right or option herein contained, shall not be construed as a waiver or a relinquishment for the future of any such covenant, term, provision, condition, or right of election, but same shall remain in full force and effect. SECTION 23. NOTICE The parties hereto agree and understand that written notice, mailed or delivered to the last known mailing address, shall constitute sufficient notice to the COUNTY, CCDD and CROA. All notices required and/or made pursuant to this Agreement to be given to the COUNTY, CCDD and CROA shall be in writing and given by way of the United States Postal Service, first class mail, postage prepaid, addressed to the following addresses of record: COUNTY:

Osceola County Attn: County Manager 1 Courthouse Square, Suite 4700 Kissimmee, Florida 34741

CCDD:

Celebration Community Development District Attn: President 610 Sycamore Street, Suite 140 Celebration FL 34747

CROA:

Celebration Residential Owner’s Association Attn: President 851 Celebration Ave. Celebration FL 34747

SECTION 23. MODIFICATION The covenants, terms, and provisions of this Agreement may be modified by way of a written instrument, mutually accepted by the parties hereto. In the event of a conflict between the covenants, terms, and/or provisions of this Agreement and any written Amendment(s) hereto, the provisions of the latest executed instrument shall take precedence.

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SECTION 24. HEADINGS All headings of the sections, exhibits, and attachments contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions contained in such sections, exhibits, and attachments. SECTION 25. ADMINISTRATIVE PROVISIONS In the event the COUNTY issues a purchase order, memorandum, letter, or any other instrument addressing the services, work, and materials to be provided and performed pursuant to this Agreement, it is hereby specifically agreed and understood that any such purchase order, memorandum, letter, or other instrument is for the COUNTY’S internal purposes only, and any and all terms, provisions, and conditions contained therein, whether printed or written, shall in no way modify the covenants, terms, and provisions of this Agreement and shall have no force or effect thereon. SECTION 26. JOINT AUTHORSHIP This Agreement shall be construed as resulting from joint negotiation and authorship. No part of this Agreement shall be construed as the product of any one of the parties hereto. SECTION 27. EMPLOYMENT ELIGIBILITY VERIFICATION (E-VERIFY) In accordance with State of Florida, Office of the Governor, Executive Order 11-116 (superseding Executive Order 11-02; Verification of Employment Status), in the event performance of this Agreement is or will be funded using state or federal funds, the RECIPIENT must comply with the Employment Eligibility Verification Program (“E-Verify Program”) developed by the federal government to verify the eligibility of individuals to work in the United States, and 48 CFR 52.222-54 (as amended) is incorporated herein by reference. If applicable, in accordance with Subpart 22.18 of the Federal Acquisition Register, the RECIPIENT must (1) enroll in the E-Verify Program, (2) use E-Verify to verify the employment eligibility of all new hires working in the United States, except if the RECIPIENT is a state or local government, the RECIPIENT may choose to verify only new hires assigned to the Agreement; (3) use E-Verify to verify the employment eligibility of all employees assigned to the Agreement; and (4) include these requirement in certain subcontracts, such as construction. Information on registration for and use of the E-Verify Program can be obtained via the internet at the Department of Homeland Security Web site: http://www.dhs.gov/E-Verify. IN WITNESS WHEREOF, the COUNTY, CCDD and CROA do hereby authorize and have executed this Agreement as of the dates written. BOARD OF COUNTY COMMISSIONERS

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OF OSCEOLA COUNTY, FLORIDA By: ________________________________ Chairman/Vice-Chairman ATTEST: OSCEOLA COUNTY CLERK OF THE BOARD By:_______________________________ Clerk/ Deputy Clerk of the Board As authorized for execution at the Board of County Commissioners meeting of: ____________________________________ Celebration Community Development District By: ______________________________ Print: _____________________________ Title: _____________________________ STATE OF FLORIDA COUNTY OF OSCEOLA The foregoing instrument was executed before me this _____ day of ___________________, 2018, by __________________________, as ___________________________ of Celebration Community Development District, who personally swore or affirmed that he is authorized to execute this Agreement and thereby bind the Corporation, and who is personally known to me OR has produced __________________________ as identification. ___________________________________ NOTARY PUBLIC, State of Florida (Stamp)

Celebration

Residential

Owner’s

Association By: ______________________________ Print: _____________________________ Title: _____________________________ STATE OF FLORIDA

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COUNTY OF OSCEOLA The foregoing instrument was executed before me this _____ day of ___________________, 2018, by __________________________, as ___________________________ of Celebration Residential Owner’s Association, who personally swore or affirmed that he is authorized to execute this Agreement and thereby bind the Corporation, and who is personally known to me OR has produced __________________________ as identification. ___________________________________ NOTARY PUBLIC, State of Florida (Stamp)

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EXHIBIT A COMMUNITY CENTER CONCEPT PLAN

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EXHIBIT B SITE LOCATION

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