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1199-Jt Participation Agrmt-Volusia CoJOINT PARTICIPATION AGREEMENT BETWEEN G CITY OF SANFORD AND COUNTY OF VOLUSIA PROVIDING FOR RECLAIMED WATER/SURFACE WATER AUGMENTATION DISTRIBUTION INFRASTRUCTURE FOR SOUTHWEST VOLUSIA COUNTY THIS AGREEMENT is made and entered into this 7 th day of February , � 0 0 8 by and between the CITY OF SANFORD, a municipal corporation, whose mailing address is Post Office Box 1788, Sanford, Florida, 32772 -1788, hereinafter referred to as "CITY" and the COUNTY of VOLUSIA, a political subdivision of the State of Florida, whose address is 123 W Indiana Avenue, Deland, Florida, 32720, hereinafter referred to as "COUNTY ". WITNESSETH: WHEREAS, pursuant to the provisions of Chapters 125, 163, 166, and 336, Florida Statutes, as well as other applicable law, COUNTY and CITY are authorized to enter into this Agreement; and WHEREAS, it is the purpose of this Agreement to set forth the complete and full understandings and agreement of the parties concerning the construction and improvement of a reclaimed water and surface augmentation distribution infrastructure for Southwest Volusia County as depicted in Exhibit "A ", attached hereto and incorporated herein by reference; and WHEREAS, it is the intent of the parties to equitably distribute the costs of utility infrastructure improvements relative to the Project Area which the parties agree to address in a collaborative and cooperative manner; and WHEREAS, CITY and COUNTY have determined that the terms and conditions of this Agreement are in the best interests of the public health, safety, and welfare of the citizens of the City of Sanford and the County of Volusia; and WHEREAS, CITY produces public access reclaimed water that is periodically discharged to the St. Johns River and to an agricultural disposal site referred to as Site 10 and owned by City, and City desires to reduce discharges to the river and Site 10 and to allow beneficial reuse of the reclaimed water; and WHEREAS, CITY has developed a reclaimed water augmentation system that can treat up to 7.3 million gallons per day (hereinafter "MGD ") of surface water from the St. Johns River and supplement CITY's water supply to ensure an adequate irrigation supply source to an expanded reclaimed water customer base; and WHEREAS, COUNTY has required subdivisions in Southwest Volusia County to install dry lines for the future use of reclaimed water for irrigation notwithstanding the fact that COUNTY currently does not have adequate reclaimed water to meet the irrigation demands in 1 the area and these subdivisions currently have to use limited supply, high quality, higher cost potable ground water for irrigation; and WHEREAS, the ground water supplies, which are regulated by one or more statutory water management districts, are of limited quantity in Southwest Volusia County, and the County has a 20 year consumptive use permit that requires that COUNTY find alternative water supplies to meet future demands; and WHEREAS, CITY has a cost effective reclaimed and surface water augmentation supply of water to meet irrigation demands in Southwest Volusia County and it is in the best interests of the citizens of Southwest Volusia County and the environment for COUNTY to utilize said water supply for irrigation purposes because, i) COUNTY has a need for this water source, ii) it would benefit CITY by reducing surface water discharges, iii) it would benefit the St. Johns River by reducing surface water discharges, and iv) it would benefit Southwest Volusia ground water supplies by reducing withdrawals and potentially increasing recharge; and WHEREAS, as shown on Exhibit "A ", CITY has a 20" reclaimed waterline that terminates in the St. Johns River at the south side of the US 17 -92 bridge crossing of the St Johns River. CITY utilizes this pipe as a wet weather surface water discharge from the Sanford North Water Reclamation Facility (hereinafter the "Sanford North WRF "), The Sanford North WRF has the capacity of producing 7.3 MGD of reclaimed water and has a surface water augmentation system capable of withdrawing an additional 7.3 MGD of water from the St. Johns River. The City has no control over the seasonal wastewater flows received at their facility and therefore cannot guarantee availability of the full capacity of the facility. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements herein contained, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: Section 1. Recitals The recitals set forth above are true and correct and form a material part of this Agreement upon which the parties have relied. Section 2. Term This Agreement shall become effective on the date defined in Section 25, and shall continue for twenty (20) years with provisions for ten year extensions or until mutually terminated in writing by the parties in the manner prescribed by Section 4.1(d) of this Agreement. Section 3. Construction Contracts 2 (a) The parties agree to engage in good faith and open competitive bidding processes and procedures in order to obtain competitive bids for the construction of utility infrastructure improvements in the Project Area. (b) The parties agree to exercise due diligence and to act in good faith in concurrently seeking and awarding the contract(s) to the lowest and best qualified bidder(s) for constructing the utility infrastructure improvements in the Project Area. Section 4. Parties Responsibility 4.1. SANFORD Responsibilities (a) CITY shall perform or cause to be performed the design, permitting, and construction of a 20" diameter reclaimed water and surface water augmentation transmission line from the south side (Seminole County Side) of the St. Johns River at the US 17 -92 bridge to Lake Monroe Park on the north side (Volusia County Side) of the St. Johns River (Point of Connection), as shown on Exhibit "A ". (b) The costs of design, permitting, and construction of the transmission line described in Section 4.1(a) above shall be borne equally by CITY and COUNTY. The estimated costs for the work are shown on Exhibit "B ". Said estimate shall in no way be considered a maximum or minimum cost for the project, but rather shall be considered a good faith estimate of costs based upon the best information available to the parties at the time of this Agreement. (c) CITY shall provide design plans for COUNTY review and approval. (d) Upon receipt of bids, CITY shall notify COUNTY in writing of the bid amount and within sixty (60) days of COUNTY's receipt of the bid, either party may choose not to proceed with the work if the majority of the bids exceed the estimate shown in Exhibit "B" whereupon this Agreement shall terminate. CITY shall not award the Contract without prior consultation with COUNTY, written notice of acceptance, and issuance of a COUNTY purchase order. (e) COUNTY shall prepare and deliver a purchase order to CITY for the amount of fifty percent (50 %) of the contract price. CITY will prepare and deliver a written invoice for the cost of COUNTY's share of the project cost (i.e., fifty percent (50 %) of the actual costs incurred by CITY) to COUNTY monthly, or less often as work on the project is completed. COUNTY shall pay all received invoices to CITY within Twenty (20) business days following receipt of the invoice, in the amount shown on the invoice. Invoices sent to COUNTY shall be pre- certified by COUNTY and CITY as to the percentage or quantities, as applicable, of work complete. All Invoices shall be sent by U.S. Mail, postage prepaid, to: County of Volusia Public Works Director 3 123 W. Indiana Ave. DeLand, FL 32720 (f) The section of the transmission line to the Point of Connection, including the meter and shut -off valve and related fixtures, shall be owned, operated and maintained by CITY. (g) In the spirit of collaboration and cooperation, CITY and COUNTY will establish a written protocol that will address operational and water quality concerns collaborate and cooperate. (h) CITY shall endeavor to supply an initial flow of 1.5 MGD at 70 psi at the point of connection (Lake Monroe Park) shown on Exhibit "A ". Any additional flow beyond 1.5 MGD will require the mutual agreement of both the City and County. As dry weather flows reach 1.25 MGD the City and County shall determine if additional capacity above the 1.5 MGD is needed, and implement amendments to current conditions to meet the additional capacity needs. (i) CITY will endeavor to complete all work described herein within 24 months of execution of the agreement. 4.2. COUNTY Responsibilities (a) The COUNTY shall perform or cause to be performed the design, permitting, and construction of a 16" to 20" diameter reclaimed water and surface water augmentation transmission line from the Point of Connection north to existing residential subdivisions with dry line dual distribution systems in place located along South Shell Road as shown on Exhibit "A ". (b) All costs of the transmission line described in section 4.2(a) above shall be borne solely by COUNTY. Exhibit "B" shows the estimated project costs. The estimated project costs are shown in Exhibit "B ". (c) This section of the line north of the Point of Connection shall be owned, operated and maintained solely by COUNTY. (d) COUNTY anticipates that it will accept an annual daily average of at least 150,000 gallons per day from the City facility. However, due to limited wet weather disposal options, COUNTY cannot guarantee usage levels. (e) COUNTY shall regulate the use of the reclaimed and surface water and shall comply with all applicable local, state, and federal regulations and obtain all necessary permits for the use of same. (f) COUNTY shall have in force and maintain a cross connection program in an effort to eliminate any potential for contamination of the potable water system. (g) COUNTY shall endeavor to complete all work within 24 months of execution of the agreement. 4 4.3 Extensions to Neighboring Cities COUNTY shall have the right to sell or otherwise provide reclaimed water to neighboring Cities within the County of Volusia whether the origin of the reclaimed water is from COUNTY's Southwest Facility or from CITY. Such agreements shall be independent of this Agreement. CITY'S obligation is limited to that which is described in this Agreement or subsequent written amendments. Section S. Metering CITY shall provide the aforementioned amounts of reclaimed water to COUNTY at the reclaimed water wholesale price of $0.57 per thousand gallons, as adjusted periodically to be consistent with the CITY's current wholesale rate schedule. CITY shall charge COUNTY a fixed customer charge of $31.19 per month for a master metered account, as adjusted periodically to be consistent with their current rate schedule. Rates may be adjusted from time to time to be consistent with the schedule of rates being charged by CITY to its other reclaimed water service customers. The meter shall be owned and maintained by the CITY and shall be calibrated annually in accordance with the manufacturers recommended maintenance procedures. Records of annual calibration shall be provided to COUNTY upon request. CITY shall bill COUNTY on a monthly basis for the amount of reclaimed water delivered to COUNTY based on readings obtained from the reclaimed water meter located in or near the park on the south side (Seminole County Side) of the St. Johns River adjacent to the US 17 -92 bridge, as shown on Exhibit °A ". Section 6. Grants CITY and COUNTY shall cooperate and jointly pursue grant funding for the projects described herein. Section 7. Cooperation To facilitate performance under this Agreement, the parties agree that they shall provide full cooperation and assistance to each other and the officers, agents, and employees of the respective parties. Section 8. 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 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. 5 Section 9. Headings All sections and descriptive headings in this Agreement are inserted for convenience only, and shall not affect the construction or interpretation hereof. Section 10. Force Majeure In the event any party hereunder fails to satisfy a requirement imposed by this Agreement in a timely manner, due to a hurricane, flood, tornado, or other Act of God or force majeure, then said party shall not be in default hereunder; provided, however, that performance shall recommence upon such event ceasing its effect. Section 11. Binding Effect This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors in interest, transferees and assigns of the parties. Section 12. Assignment This Agreement shall not be assigned by either party without the prior written approval of the others which written approval shall not be unreasonably withheld. Section 13. Exhibits All exhibits to this Agreement shall be deemed to be incorporated into this Agreement as if fully set forth verbatim into the body of the Agreement. Section 14. Public Records Each party shall allow public access to all documents, paper, letters, or other materials which have been made or received in conjunction with this Agreement in accordance with Chapter 119, Florida Statutes. Section 15. Equal Opportunity Employment It is not anticipated that the parties will be required to hire any employees to perform work contemplated by this Agreement, but if such employment occurs, the parties agree to not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age or national origin and the parties agree to take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age or national origin. This provision shall include, but not be limited to, the following: employment; upgrading; demotion or transfers; recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Section 16. Conflict of Interest The parties agree to take no action or engage in any conduct that would cause an officer or employee to have a conflict of interest or violate any law relating to the ethical conduct of government offices and employees, or otherwise create a conflict of interest as defined by Chapter 112, Florida Statutes, to exist or occur in the performance of its obligations pursuant to this Agreement. Section 17. Compliance With Laws and Regulations In performing pursuant to this Agreement, the parties shall abide by all statutes, ordinances, rules, and regulations pertaining to, or regulating the acts contemplated to be performed herein, including those now in effect and hereafter adopted. Any material violation of said statutes, ordinances, rules or regulations shall constitute a material breach of this Agreement and entitle the non - violating parties to terminate this Agreement immediately upon delivery of written notice of termination to the violating party. Section 18. Notices Whenever a party desires to give notice unto the other, notice may be sent to: For COUNTY: County Manager Volusia County 123 W Indiana Avenue Deland, Florida, 32720 For CITY: City Manager City of Sanford Post Office Box 1788 Sanford, FL 32772 -1788 and Utility Director City of Sanford 300 North Park Avenue Sanford, Florida 32771 Any party may change, by written notice as provided herein, the address or person for receipt of notices. Section 19. Indemnity and Insurance (a) Each party to the Agreement is responsible for all personal injury and property damage attributable to the negligent acts or omissions of that party and the officers, employees and agents thereof. (b) To the extent permitted by law, each party to this Agreement, when found to be the responsible party, shall indemnify, save and hold harmless the other party and all of its respective officers, agents, and employees from and against all losses and all claims, demands, payments, suits, actions, recoveries, and judgments of every nature and description whatsoever, including claims for property damage and claims for injury to or death of persons 7 brought or recovered against the other party to this Agreement by reason of any act or omission of the responsible party, its respective officers, agents, subcontractors or employees, in the execution of the work relating to this Agreement. (c) The parties further agree that nothing contained herein shall be construed or interpreted as denying to any party any remedy or defense available to such parties under the laws of the State of Florida, nor as a waiver of sovereign immunity of the COUNTY beyond the waiver provided in Section 768.28, Florida Statutes, whether sounding in contract or tort. (d) Each party shall provide necessary workers compensation coverage and unemployment compensation for its employees. Section 20. Expenses of Enforcement Should a party incur any expenses in enforcing any covenants, terms or conditions of the Agreement, the party found to be in default shall pay to the other all expenses so incurred, including reasonable attorney's fees. Section 21. Remedies Each party shall have any and all remedies as permitted by law; provided, however, that the parties agree to provide for positive dialogue and communications if disputes or disagreements arise as to the interpretation or implementation of this Agreement. Section 22. Couterparts This Agreement may be executed in any number of counterparts each of which, when executed and delivered, shall be an original, but all counterparts shall together constitute one and the same instrument. Section 23. Severability If any part of this Agreement is found invalid or unenforceable by any Court, such invalidity or unenforceability shall not affect the other parts of this Agreement if the rights and obligations of the parties contained herein are not materially prejudiced and the intentions of the parties can continue to be effected. To that end, this Agreement is declared severable. Section 24. Effect/Entire Agreement (a) This Agreement constitutes the entire agreement of the parties and supersedes all previous discussions, understandings and agreements, verbal or written, between the parties relating to the subject matter hereof, and may not be modified or amended except by a written instrument equal in dignity herewith and executed by the parties to be bound thereby. (b) No waiver or consent to any departure from any term, condition or provision of this Agreement shall be effective or binding upon any party hereto unless such waiver or N. consent is in writing, signed by an authorized officer of the party giving the same and delivered to the other party. Section 25. Effective Date This Agreement shall take effect on the date that this Agreement is fully executed by the parties hereto. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement for the purposes herein stated on the date first written above (the "Effective Date "). 14TTEST: VOLUSIA COUNTY, FLORIDA, a political Subdivisio f the State of Florida /- JaRne lbinneen, County Manager rank T. Bruno, Jr., County Chair Date: /Lx�r ATTEST: Janet R. Dougherty, City Jerk CITY OF ANFORD Linda KKjuh , Mayor a Date: Approved as to form and correctness: ASSISTANT COUNTY ATTORNEY I1 Attachment(s) Exhibit "A "- Depiction of Project Area Exhibit "B "- Cost Estimate E Mlr p,; ! �, W ,prosed SanfordNolusiaCo unty e Water Line Interconnect Conn I n`to±n► `w61 s i a C'u of r-R W Lam S d . W _ E ti #J 1 *rt r ;4w 9P Meter Location & POC - for volusia County 3 v ry Lake Monroe i Connection to ", " �? Sanfo - d RWL e Seminoie County Existing 20" RWL,frdmjSanford North WRF extended across'? . "Johns River Ex hibit A i EXHIBIT B Volusia County / City of Sanford RWL Interconnect Opinion Of Probable Construction Cost Item No. Description Quantity Units Unit Price Total Price hared Costs Paid for by Volusia County and C' of Sanford 1 IMobilization 1 LS $ 60,000.00 $ 60,000.0 2 Preconstruction Video 1 LS $ 1,500.00 $ 1,500.0 3 Maintenance of Traffic 1 LS $ 3,500.00 $ 3,500.0 4 Erosion and Sediment Control 1 LS $ 5,000.00 $ 5,000.0 5 Survey, Layout and As -Built Information 1 LS $ 5,000.00 $ 5 6 Sodding Bahia 2156 SY $ 3.00 $ 6,467.0 7 Pump Upgrades and Controls at Sanford North WRF 1 LS $ 200,000.00 $ 200,000.0 8 Fittings - RWM 2.1 TN $ 11,000.00 $ 23,492. 9 Connect to Existing Seasonal Line, Vault, Meter and Control Valve at Wayside Park 1 LS $ 100,000.00 $ 100,000.0 10 20" RWM at Wayside Park (Open Cut 850 LF $ 78.00 $ 66,300.0 11 20" RWM at Wayside Park (Dir. Drill Pavement 150 LF $ 320.00 $ 48,000.0 12 24" PE RWM River Crossin Dir. Drill 800 LF $ 400.00 $ 320,000.0 13 20 " Butte e Valve 4 EA $ 4,500.00 $ 18,000. 14 Air Relief Valve 20" RWM 2 EA $ 6,000.00 $ 12,000. Sub -total $ 869 259.0 10% Contingency $ 86,926.0 15% Design, Bid, CEI $ 130,389.0 TOTAL Shared Cost $ 1 086 574.0 Non - Shared Costs Paid For By Volusia County Onl 15 Mobilization 1 LS $ 60,000.001 $ 60,000.0 16 Preconstruction Video 1 LS $ 1,500.001 $ 1,500.0 17 Maintenance of Traffic 1 LS $ 8,000.00 $ 8,000. 18 Erosion and Sediment Control 1 LS $ 10,000.00 $ 10,000.0 19 Survey, Layout and As -Built Information 1 LS $ 10,000.00 $ 10,000.0 20 ISodding (Bahia) 22167 Sy $ 3.00 $ 66,500.0 21 1 Fittings - RWM 5.0 TN $ 11,000.00 $ 55,033.0 22 20" RWM (Open Cut 8625 LF $ 78.00 $ 672,750.0 23 20" RWM Dir. Drill Driveways, Streets 1375 LF $ 320.00 $ 440,000.0 24 Jack and Bore (30" Steel Casing, 16" DI RWM - U.S. 17 -92 180 LF $ 600.00 $ 108,000.0 5 16" RWM (Open Cut 3050 LF $ 70.00 $ 213,500.0 26 16" RWM Dir. Drill Driveways, Streets 125 LF $ 280.00 $ 35,000. 27 20" Butterfly Valve 13 EA $ 4,500.00 $ 58,500.0 28 16" Butterfly Valve 7 EA $ 4,000.00 $ 28,700.0 29 Air Relief Valve 20" RWM 4 EA $ 6,000.00 $ 24,000.0 30 Air Relief Valve 16" RWM 2 EA $ 5,000.00 $ 10,000.0 31 Connect to Existing Dry Line Reclaimed 2 EA $ 10,000.00 Water Mains ub -total 10% Contingency $ 20,000.0 $ 1821483.0 $ 182,149. 15% Design, Bid, CEI $ 273,223.0 855.0 TOTAL Non - Shared Cost $ 2,276,865.0 429.00 TOTAL PROJECT COST olusia Coun / City of Sanford 3,363.429.00 C:Oocuments and Settingslparrisha\Local Settings \Temporary Internet FileMOLKDAWolusia County and Sanford JPA for RCW Exhibi1191/2007 9:55 AM