HomeMy WebLinkAbout501-Utility Construction Agrmt 10/2004PUBLIC WORKS DEPARTMENT
ENGINEERING DIVISION
October 25, 2004
Paul Moore, P.E.
Director of Utilities
City of Sanford
Post Office Box 1788
Sanford, FL 32772
Seminole County/City of Sanford
Interlocal Utility Construction Agreement
East Lake Mary Boulevard, Segment IIB
Dear Ms. Davis:
Transmitted herewith for your files is one (1) fully executed, certified copy of the referenced
document.
Thank you for your assistance in this matter. If your have any questions, please feel free to
contact me at (407) 665-5664.
Sincerely,
SEMINOLE COUNTY
Principal Engineer/Major Projects
KM/dr
Enclosure: 1
c: Jerry McCollum, P.E., County Engineer
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520 WEST LAKE MARY BI_VD SUITE 200 SANFORD FL 32773-7424 TELEPHONE (407) 665-5674 FAX (407) 665-5789
THIS
/~ day
COUNTY,
address
Street,
INTERLOCAL AGREEMENT
of ~~
a political subdivision
is Seminole County
Sanford, Florida
is made and entered into this
, 2004, by and between SEMINOLE
of the State of Florida, whose
Services Building, 1101 East First
32771, hereinafter referred to as
OF SANFORD, a Florida municipal
is 300 North Park Avenue, Sanford,
"COUNTY," and the CITY
corporation, whose address
Florida 32771,
hereinafter referred to as "CITY."
WI TNE S SETH:
WHEREAS, the parties hereto have the common power to
construct utility and roadway facilities and to contract for the
performance of such work; and
WHEREAS, the CITY desires,
at its own
water, reclaimed water and sewer
rights-of-way, most of which are
expense, to construct
utilities in the COUNTY'S
located within the COUNTY
roadway construction project known as "East Lake Mary Boulevard,
Segment IIB" (the "County Project"); and
WHEREAS, the CITY has requested the COUNTY to include the
City Utility Work (as defined in Paragraph 1 below) in the
County Project in order to meet the needs of the CITY; and
WHEREAS, the COUNTY is willing to provide such work
pursuant to the terms and conditions of this Agreement; and
Page 1 of 20
Chapters 125,
applicable law;
WHEREAS, this Agreement is authorized by the provisions of
163 and 166, Florida Statutes, and other
NOW, THEREFORE, in consideration of the mutual covenants
herein contained and other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby
acknowledged as to both parties, the COUNTY and the CITY agree
as follows:
Section 1. General.
construction along the "East
corridor consisting of
thousand three hundred
force main, ten thousand nine hundred
twelve-inch (12") force main,
The CITY has proposed utility
Lake Mary Boulevard Segment IIB"
the construction of approximately nine
(9,300) linear feet of six-inch (6")
(10,900) linear feet of
one thousand four hundred (1,400)
linear feet of twenty-inch {20") force main, two
(2,000) linear feet of eight-inch (8") water main,
thousand (18,000) linear feet of twelve-inch (12")
one thousand (1,000) linear feet of eight-inch (8")
thousand
eighteen
water main,
and twelve-
inch (12")
(10,400) linear feet
main from the Airport
the CITY proposed utility
Boulevard shown on the
reclaimed water main, and ten thousand four hundred
of twenty-four-inch (24") reclaimed water
entrance road to State Road 46. Ail of
construction along East Lake Mary
construction Plans as defined in
Page 2 of 20
paragraph 3 below is referred to throughout this Agreement as
the "City Utility Work".
Section 2. Rights of Way. The parties acknowledge and
agree that all the City Utility Work is to take place within
rights of way already acquired by the COUNTY and utility
easements acquired by the CITY. The COUNTY shall not be
obligated to perform any City Utility Work that requires
acquisition of any property interests, including temporary
construction easements, over and above those acquired by the
COUNTY or the CITY. The CITY shall be responsible for acquiring
and paying for any additional rights that may be necessary to
complete the City Utility Work.
Section 3. Construction Plans.
(a) Since most of the City Utility Work is in an area
where the COUNTY plans to make grade changes for roadway
embankment construction and build underground stormwater
facilities, including pipelines and appurtenant structures, it
is in the best interest of both the CITY and COUNTY to have the
City Utility Work and
single construction
its consultant,
design plans for
and furnished
to the COUNTY.
the roadway construction performed under a
contract. Accordingly, the CITY, through
CPH Engineers, Inc. ("CPH") has prepared the
the City Utility Work (the "City Design Plans")
signed and sealed copies of the City Design Plans
The City Design Plans were prepared on the basis
Page 3 of 20
that all City Utility Work will be conducted by the COUNTY's
roadway contractor under a single construction contract. These
plans consist of:
SHEET NO. LATEST DATE DESCRIPTION
1 4/04 Cover Sheet
2 4/26/04 Key Sheet
2A 9/03 Key Sheet
3 4/26/04 Summary of Quantities
4 4/26/04 General Notes
5,7,9,13,15- 9/03 Plan and Profile
17,19,20,22
6,8,12,24 4/26/04 Plan and Profile
10,18,21,23 11/20/03 Plan and Profile
11 12/2/03 Plan and Profile
14 1/23/04 Plan and Profile
25 9/03 Plan and Profile (Ponds)
26 11/20/03 Details
27 9/03 Details
The CITY also understands and agrees that COUNTY review of the
City Design Plans may require the CITY to make minor changes to
the plans or submit additional information to COUNTY.
(b) No additional work beyond that specified above shall
be done without notification to and concurrence of the CITY,
provided, however, that, if in the opinion of the COUNTY's
consulting engineer an emergency exists, the consulting engineer
may authorize measures which in his professional opinion are
reasonably necessary to prevent or mitigate damages which might
result from such emergency. Additional work required for the
City Utility Work beyond that specified in the construction
contract shall be authorized by change order issued in
accordance with the procedure set forth herein and shall be paid
Page 4 of 20
for in full by the CITY. Any reduction of the cost for the City
Utility Work made by change order will reduce the total amount
to be paid by CITY to COUNTY.
Section 4. Utility Specifications. The CITY will provide
to the COUNTY signed and sealed specifications required for the
construction of the City Utility Work. These specifications
will include copies of issued permits and Florida Department of
Environmental Protection (FDEP) Supplementary Conditions as
required for of the work
are funded (SRF) loan
program.
submittal
the City Utility Work since portions
through the FDEP State Revolving Fund
These utility specifications will also include
requirements required by the FDEP SRF program such as
documentation of effort to meet MBE/WBE participation goals,
payment application
requirements, testing
bond required to be
CITY understands COUNTY
the CITY to make minor
submittal requirements, record drawing
requirements, and the two year maintenance
provided to CITY by COUNTY's contractor.
review of the specifications may require
changes to the specifications or submit
additional information to
COUNTY.
Section 5. Permitting. The
responsibility for obtaining, at CITY expense,
FDEP, FDOT, and County permits required for
Work. CITY will not apply for a permit
COUNTY completes its review of the plans.
CITY accepts sole
all the necessary
the City Utility
from the COUNTY until
Page 5 of 20
Section 6. Bidc~ng and Contract Award. The CITY, through
CPH, will provide to the COUNTY a bid schedule containing bid
items (item number and description), unit of measure, and
estimated quantity for all major items of the City Utility
The bid schedule will be in
for COUNTY's bidders to fill
Work.
tabular format, with spaces provided
in unit prices and total prices for
each bid item. CITY understands COUNTY review of the bid
schedule may require the CITY to make minor changes to the
schedule or submit additional information to COUNTY.
(a) Ail bidding, including bid advertisement, distribution
of bid documents, bid opening, evaluation of bidders and award
of the contract will be conducted by the COUNTY. The CITY,
through C?H, shall provide written answers to questions from the
COUNTY and shall respond as needed to questions raised during
the bidding process. Before the actual bid opening, the CITY
and CPH shall not communicate, in any fashion, with any
prospective bidder, plan holder, subcontractor or other person,
firm or entity regarding the plans and specifications, it being
the intent of the parties that all information regarding the bid
documents, including the plans and specifications, questions,
interpretations, and explanations regarding same shall be
processed through the COUNTY.
(b) COUNTY shall provide CITY a copy of all bids received
so CITY can evaluate all submitted prices for the City Utility
Page 6 of 20
Work. CITY understands that the COUNTY intends to award the
roadway construction contract to the lowest responsive,
responsible bidder, based on the COUNTY's requirements, and that
the lowest overall roadway bid will not necessarily include the
lowest submitted bid prices for City Utility Work.
(c) The COUNTY shall not award the roadway construction
contract until FDEP approves the MBE/WBE participation proposed
by the apparent responsive iow bidder. If FDEP approval is not
received within sixty (60) days after determination of the
apparent responsive low bidder, then the City Utility Work will
automatically be deleted from the contract and the COUNTY's
award and contract execution can proceed without
including the
City Utility Work. The CITY shall be responsible for all
additional costs and charges caused by issuance of a change
order to reincorporate the City Utility Work into the awarded
contract.
Section 7.
communication with the COUNTY's
shall be through the COUNTY
Construction Engineering and
Administration of Construction Contract.
Ail
during construction
COUNTY's designated
Engineer,
contractor
or the
Inspection Professional
hereinafter referred to as "CEI Consultant". The CITY and CPH
are authorized to consult with and advise the CEI Consultant
during the construction period in relation to the City Utility
Work. Construction layout, construction coordination, including
Page 7 of 20
coordination
shall: (1) schedule and attend the
with other utilities, and scheduling all work are
the sole responsibility of the COUNTY, the CEI Consultant, and
COUNTY's Contractor and are not the responsibility of either the
CITY or CPH.
(a) The CEI Consultant
preconstruction meeting, progress meetings, and project closeout
meetings with the Contractor; (2) provide on-site inspection
services, engineering services, surveys for as built drawings
and final quantities; (3) provide construction coordination with
subcontractors, surveyors, layout personnel and construction
quality control testing personnel, and (4) issue all
instructions to the Contractor,
contract change orders, process all
conduct punch list and final inspections
coordinate the processing of all
payment applications,
of the in-place work to
determine if the work is completed substantially in accordance
with the plans, specifications and other contract documents.
(b) The CITY's responsibilities during the administration
of the contract relate only to the City Utility Work. The CITY
and/or CPH will attend the preconstruction meeting, review and
respond to Contractor questions or requests for information and
review proposed construction changes. The cost of conflict
manholes not included in the original contract shall be the
responsibility of the CITY. The CITY is authorized to consult
with and advise the CEI Consultant during the construction
Page 8 of 20
period. The CITY shall not issue directions, interpretations,
product approvals or denials, grant time extensions, approve
payment of claims or in any way administer the actual
construction or the associated paperwork
contractor, it being understood and agreed
any action to be binding upon the COUNTY,
approved and issued by the COUNTY in
directly with the
that, in order for
such action must be
accordance with the
applicable provisions of the contract between the COUNTY and the
contractor.
(c) The CITY shall approve all change orders related to
the City Utility Work before they are approved by the COUNTY for
inclusion in the construction contract. The CITY shall be
responsible for payment to the COUNTY for all costs resulting
from change orders on the City Utility Work. In the event of a
conflict or dispute relating in any way to the City Utility
Work, the COUNTY shall have final authority.
(d) Coordinating and obtaining all required DEP approvals,
processes, and notifications will be the sole responsibility of
the CITY. With respect to MBE/WBE participation, monitoring,
reporting and coordinating, the COUNTY shall provide all
contractor documentation to the CITY. The CITY shall be solely
responsible for determining whether the contractor has complied
with the MBE/WBE requirements and shall so advise the COUNTY and
the CEI Consultant. The CITY shall be responsible for and shall
Page 9 of 20
defend and hold the COUNTY harmless from any
imposed against the COUNTY by any governmental
of or related to the MBE/WBE participation.
CITY shall be responsible for and shall defend
COUNTY harmless from and any and all
subcontractors or disappointed bidders on account of the MBE/WBE
participation.
Section 8. Inspection During
and all sanctions
entity on account
In addition, the
and hold the
claims made by
Construction. At all times
the CITY and
the City Utility Work
performance of the
administration and all
CPH shall have
and any
City
inspections.
the right to non-intrusively inspect
and all records relating to the
Utility Work, the contract
CITY inspection shall be to
the level
is in compliance
compliance with the
based on
Consultant
including
shall, upon
requested by
inspectors or
Consultant.
Section
construction,
that it needs
with the
construction
geotechnical testing
to ensure City Utility Work construction
contract documents; however,
documents will also be judged
reports provided by the CEI
of construction activities,
of construction. The COUNTY
(3) copies of all reports
any reports issued by CITY
to the COUNTY and the CEI
and the coordination
the survey and layout
request, furnish three
the CITY. Copies of
CPH will be provided
9. Maintenance of Facilities. During
the maintenance of installed City Utility Work is
Page 10 of 20
the responsibility of the Contractor. It is anticipated the
installation and startup of the City Utility Work will occur
prior to completion of the roadway portion of the construction
contract. During this period, CITY will be allowed to operate
its facilities; however, protection of the completed facilities
and maintenance during construction will be the continued
responsibility of the Contractor until final contract closeout.
If during the course of the work, cessation of utility services
occurs it shall not constitute a breach of this Agreement on the
part of either party hereto; and neither party shall be liable
to the other for damage resulting from such cessation of
services. This release of liability shall not be construed to
release the contractor awarded the construction contract or any
other third party from any liability for any damage from
whatever cause whatsoever. Upon completion of the COUNTY
construction contract and acceptance of the City Utility work by
the CITY, the CITY shall own, control, maintain and be
responsible for all of its facilities, in accordance with the
terms of any and all utility permit(s).
Section 10. Schedule. Except as to delays covered by the
force majeure provisions of the contract between the COUNTY and
the contractor, should the City's Utility Work be unduly delayed
for any reason, the CITY will be responsible for the cost of any
resultant time delays to the COUNTY's roadway portion of the
Page 11 of 20
work performed by the Contractor and/or CEI Consultant. If
resolution of a time delay impact is not promptly reached or if
the road's completion schedule is materially delayed by the
City's Utility Work, the COUNTY will issue a change order to the
contractor deleting the CITY's unfinished utility work from the
contract.
Section 11.
designated as the party to
through its departments
independent contractors.
Administrative Agent. The COUNTY is
administer this Agreement by and
and officers, consultants and
Section 12. Cost Computation, Payment. The CITY shall pay
the COUNTY the actual cost of the City Utility Work, as
documented by invoices from the construction contractor to the
COUNTY, plus a portion of the cost of the services of the CEI
Consultant calculated as hereafter stated.
(a) It is the intent of the parties that all costs of the
construction of the City Utility Work, except the CEI Consultant
services, including regulatory compliance testing, survey
layout, preparation of record drawings, closeout submittals
(including the maintenance bond), be included in the bid price
for the City Utility Work. If the COUNTY incurs any cost
directly related to performance of the City Utility Work, other
than the CEI Consultant services, which was not included in the
bid price then those costs shall be included in the amount
Page 12 of 20
an invoice
payable by the CITY upon submission of
amount thereof.
(b) The CITY portion of the CEI Consultant
be that portion of the CEI fee billed
supporting the
services shall
to the COUNTY that bears
Work bears to the total
including the City Utility
the same ratio that the City Utility
contract price for the road project,
Work. Initially, the percentage to be used will be based upon
the bid as awarded by the COUNTY. At the conclusion of the
project the final percentage will be calculated based upon the
final contract amounts as adjusted by change orders, if any.
Any difference between the amount paid using the initial
percentage and the amount due using the final calculation will
be paid by the CITY or the COUNTY, as the case may be, within
thirty (30) days after close out of the construction contract.
By way of example, if the construction contract as awarded
totals $15,000,000.00 (including the cost of the City Utility
Work) and the portion of that amount attributable to the City
Utility Work
CEI billing will
$15,000,000.00).
is $3,000,000.00 then the percentage applied to the
be 20 per cent (20%) ($3,000,000.00 divided by
The same method will be used to calculate the
final CEI percentage except the numbers shall reflect the final
contract amounts, including all change orders.
(c) On or before the sixty-second (62nd)
the
day after award of
construction contract the CITY shall deposit with the COUNTY
Page 13 of 20
twelve per cent (12%) of the total bid amount for the City
Utility Work. These funds shall be held in a separate account
and be used to pay the contractor's invoices related to the City
Utility Work and the applicable portion of the CEI Consultant's
fee. In the event that funds remain in the account after
contract closeout, they shall be first credited against any and
all other charges payable by the CITY to the COUNTY. Any
remainder shall be refunded by the COUNTY to the CITY within
thirty (30) days after close out of the construction contract.
(d) Beginning on the first day of the month following
receipt of the first
issue monthly bills
Utility Work and CEI
invoice from the contractor the COUNTY will
to the CITY for its share of the City
Consultant fee, calculated as stated above.
interest at a
Ail late payments shall be assessed non-refundable
rate of ten percent (10%) per annum.
Section 13. Closeout. After final completion and
acceptance of construction of the contractor's work on the City
Utility Work and the County Project, the CITY shall be entitled
to receive one (1) set of reproducible as-built drawings showing
the City Utility Work, provided that the CITY has made all
payments required by this Agreement.
Section 14. Duties and Level of Services. All services
and work hereunder shall be performed to the satisfaction of the
COUNTY or the COUNTY's CEI Consultant, who shall decide all
Page 14 of 20
questions, difficulties and disputes of whatever nature which
may arise under or by reason of such services and work, the
prosecution and fulfillment of the services and work hereunder,
and the character, quality, amount and value thereof; and its
decision upon all claims, questions, and disputes shall be final
and conclusive with respect to all services and work performed
or to be performed.
Section 15. F~loyee Status. Persons employed by one
party in the performance of services and functions pursuant to
this Agreement shall have no claim against the other party for
pension, worker's compensation, unemployment compensation, civil
service or other employee rights or privileges whether granted
by operation of law or by policy of the non-employing party.
Section 16. Fun~ling/Ter~nation. The CITY, by approving
and executing this Agreement, represents and warrants that
sufficient funds are available and have been properly budgeted
to pay the anticipated costs of the City Utility Work and a
portion of the CEI Consultants fees, all as envisioned by this
Agreement. The CITY understands and agrees that it is in the
best interest of both parties that the City Utility Work be
accomplished simultaneously with the County Project.
Accordingly, the CITY may not terminate this Agreement except in
the case of a breach of contract by the COUNTY and in accordance
with the provisions of this paragraph. To facilitate
Page 15 of 20
performance pursuant to this Agreement, each party agrees to
provide full cooperation and assistance to the other. Except
for failure to make payment, the circumstances whereby the
COUNTY may terminate this Agreement and remove the City Utility
Work from
Agreement
paragraph.
to a COUNTY
apply:
(a)
the County Project are specified throughout this
and are not subject to the provisions of this
As to any CITY claim of breach by the COUNTY and as
claim of non-payment by the CITY, the following
Notice. The party making the claim shall provide a
written statement of the claim, providing as much detail as is
reasonably possible under the circumstances. The other party
shall have ten (10) days to remedy the claim or, if the matter
cannot be resolved in that time period, to begin resolution
thereof and thereafter complete in a timely manner resolution of
the claim.
(b) Settlement Discussions. If the dispute is not
resolved as a result of the notice provided above, then the
managers of the CITY and COUNTY shall meet and attempt to reach
a satisfactory resolution.
If the dispute is not resolved between the managers then
this Agreement shall be terminated on the seventh (7th) day
after the meeting of the managers. In all events the CITY shall
reimburse the COUNTY for all costs and expenses incurred through
Page 16 of 20
the date of termination, including the amounts payable
construction contractor and the CEI Consultant.
Section 17. Liability.
(a) To Third Parties.
CITY
to the
As to the City Utility Work, the
shall, to the extent permitted by Florida Law,
indemnify
and hold the COUNTY harmless from and against all liability,
loss, costs, damages, and claims of any kind arising from
personal injuries, including death, or property damage suffered
by third parties. The term "third parties" is intended to mean
all persons, firms, or other legal entities except the CITY, the
COUNTY, the contractor and the CEI Consultant. In addition, the
CITY shall indemnify the COUNTY, the contractor and the CEI
consultant from and against
arising from the failure of
easements for the location of
any and all claims related to or
the CITY to obtain necessary
the CITY facilities outside the
COUNTY's rights of way. Nothing herein shall be construed to
waive or expand the provisions and requirements of F.S. ~768.28.
(b) To the COUNTY. The CITY shall indemnify and hold the
COUNTY harmless from any and all claims made by the contractor
or the CEI Consultant for damages, extra compensation, profit,
overhead expenses, for both home office and field operations, or
any other such cost or expense related to or arising from the
City Utility Work, it being understood and agreed that the
COUNTY is including this work in its construction contract in
Page 17 of 20
order to save the CITY time and money and that the COUNTY is
essentially acting as the CITY's agent with respect to this
work. The CITY shall not be relieved from the obligations
imposed by this paragraph on account of any claimed breach of
contract by the COUNTY related to this Interlocal Agreement, the
contract with the contractor or the contract with the CEI
Consultant, it being the intent of the parties that the CITY
shall pay the total amount which may be or become payable on
account of any claim covered by this paragraph, leaving open the
issue of whether the CITY is entitled to recover any damages
from the COUNTY on account of the claimed breach of contract.
(c)
charges,
attorney's
COUNTY on account
liability, claims,
These indemnity obligations include any and all
expenses and costs, including but not limited to,
fees, both at trial and on appeal, incurred by the
of or by reason of any such damages,
suits or losses. In the event the COUNTY is
represented by the County Attorney's Office then the amount of
attorney's fees shall be calculated using rates charged by
attorneys in private practice in the community regardless of the
hourly rate actually paid to the attorney or attorneys working
on the case.
Section 18. Entire Agreement.
agreed that the entire Agreement
herein
It is understood and
of the parties is contained
and that this Agreement supersedes all oral agreements
Page 18 of 20
effect
hereof. Any alterations,
the provisions of this
and negotiations between the parties
matter hereof as well as any previous
between the parties relating
amendments, deletions,
Agreement shall be valid
expressed in writing and duly signed by the parties.
relating to the subject
agreements presently in
to the subject matter
or waivers of
only when
Section 19. Conflict of Interest. The parties agree that
they will not contract for or accept employment for the
performance of any work or services with any individual,
business, corporation or government unit that would create a
conflict of interest in the performance of the obligations of
this Agreement.
Section 20.
Authority. The
applicable only
with the constitutional
Constitutional and Statutory Limitations on
terms and conditions of this Agreement are
to the extent they are within and consistent
and statutory limitations on the
authority of the CITY and the COUNTY. Specifically, the parties
acknowledge that the COUNTY and the CITY are without authority
to grant or pledge a security interest in the products sold
pursuant to this Agreement or any other property, either real or
personal, that is owned by the COUNTY or the CITY.
Section 21. Governing Law. This Agreement shall be
governed by and construed in accordance with the Laws of the
State of Florida and the parties consent to venue in the Circuit
Page 19 of 20
Court in and for Seminole County, Florida, as to state actions
and the United States District Court for the Middle District of
Florida as to federal actions.
IN WITNESS WHEREOF, the parties hereto have made and
executed this instrument for the purpose herein expressed.
ATTEST:
~JANET R. DOUGHE~TY, C~erk
CITY OF SANFORD
BY:G~
A1 ge
ATTEST:
C~rk to the Board of
County Commissioners of
Seminole County, Florida.
BOARD OF COUNTY C0~ISSIONERS
SEMINOLE COUNTY, FLORIDA
By: ~
DARYL G. McLAIN, Chairman
Date:
For the use and reliance of
Seminole County only. Ap-
proved as to form and legal
sufficiency.
Cou~
As authorized for execution
by the Board of County
Commissioners at its regular
meeting on /~ ~;~_, , 2004.
SPL/sb
08/05/04
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