1655 SunRail Interlocal Agrmti Ma�
INTERLOCAL AGREEMENT BETWEEN SEMINOLE COUNTY AND
THE CITY OF SANFORD
FOR SUNRAIL STATION MAINTENANCE =xi
This Interlocal Agreement is made and entered into this 8th day of Apri 1
2014, by and between Seminole County, a political subdivision of the State of Florida, whose
address is Seminole County Services Building, 1101 East 1st Street, Sanford, Florida 32771,
hereinafter referred to as "COUNTY," and the CITY OF SANFORD, a Florida municipal
corporation, whose address is 300 North Park Avenue, Sanford, Florida 32771, hereinafter referred
to as "CITY."
WITNESSETH:
WHEREAS, on January 11, 2011, the State of Florida, Department of Transportation,
hereinafter referred to as "FDOT" and COUNTY entered into a Joint Use Agreement, (the "Joint
Use Agreement ") concerning the stations which are part of the Central Florida Commuter Rail
Transit System (the "Commuter Rail System ") running from Deland in Volusia County through
Seminole County and Orange County to Osceola County; and
WHEREAS, the Sanford Station is located near the City of Sanford, in Seminole
County, Florida on the north side of State Road 46, near the intersection of West Airport
Boulevard. The station area will include the station platform, a kiss and ride area, a six bay bus
drop off facility, and parking spaces. Opening day parking required is 150 spaces, with 232
spaces for base served as defined in the Interlocal Operating Agreement. Opening day parking
will be provided in a surface lot. Auto access to the facility will consist of a full access right out
only on State Road 46. A Sketch of the Station is attached to the Joint Use Agreement as Exhibit
A; and
Interlocal Agreement for SunRail Station Maintenance
Seminole County / Sanford
Page I of 9
CERTIFIED COPY
MARYANNE MORSE
CLERK OF CIRCUIT COURT
SEMiN COUNTY, F ORII A
BY
DEPUTY CLERK '
WHEREAS, Section 4.a of the Joint Use Agreement provides that after the Commuter
Rail Revenue Operation Date, the COUNTY shall be responsible for the maintenance and
operation of the vehicular, bicycle, bus and pedestrian access to and from the Station Platform
and to and from the Station Property, including all traffic control devices that are not located on
FDOT right -of -way or that do not control traffic on the State Highway System and that may be
associated with said access and that are located within the boundaries of the Station Property;
and
WHEREAS, Section 5 of the Joint Use Agreement provides detailed requirements for
COUNTY to maintain the SunRail Station; and
WHEREAS, it has been previously contemplated that COUNTY would delegate to
CITY some of the maintenance responsibilities set forth in the Joint Use Agreement; and
WHEREAS, COUNTY and CITY desire to enter into this agreement to allocate between
them the maintenance responsibilities specified for the SunRail Station in the Joint Use
Agreement,
NOW, THEREFORE, for and in consideration of the promises, mutual covenants and
agreements contained herein by and between the parties and for the mutual benefit of the
COUNTY and CITY, and their respective citizens, the parties agree as follows:
Section 1. Recitals. The foregoing recitals are true and correct and form a material
part of this Agreement upon which the parties have relied.
Section 2. Definitions. Except as otherwise specified herein, the capitalized terms
and conditions herein have the same meaning as they have in the Joint Use Agreement and in the
documents referenced by the Joint Use Agreement.
lnterlocal Agreement for SunRail Station Maintenance
Seminole County / Sanford
Page 2 of 9
Section 3. COUNTY Responsibilities. COUNTY shall continue to be responsible
for its maintenance responsibilities set forth in the Joint Use Agreement that are not delegated by
this Agreement to the CITY.
Section 4. CITY's Responsibilities. CITY agrees to provide the following services
during SunRail operational days starting on the Revenue Operating Date:
(a) CITY shall provide twice per day trash removal from receptacles excluding the
train platform.
(b) CITY shall provide once per day trash pick -up of the surrounding grounds which
will consist of both landscaped areas and parking lots.
(c) CITY shall provide maintenance of all landscaping including irrigation on the
property.
(i) CITY shall be responsible for the testing of the irrigation system and
subsequent adjustment and repair of irrigation heads and minor water lines. CITY shall be
responsible for maintenance of the irrigation system above ground. COUNTY shall be
responsible for irrigation replacement below ground.
(ii) CITY shall notify COUNTY regarding the need for irrigation repair
including repair or replacement of any major components of the irrigation system including, but
not limited to, main water lines, valves and controllers.
(iii) COUNTY shall be responsible for replacement of the irrigation system.
(d) Landscape replacement will be the responsibility of COUNTY when proper
industry maintenance standards have been applied including the following:
Interlocal Agreement for SunRail Station Maintenance
Seminole County / Sanford
Page 3 of 9
(i) CITY shall keep plant material as a Fla. Grade #1 identified in the Grade
and Standards for Nursery Plants — Rule 5 -B- 2.006, F.A.C., published by the Division of Nursery
Plants, Florida Department of Agriculture and Consumer Services.
(ii) CITY shall notify COUNTY in writing of its request for replacement.
(e) CITY shall provide potable water for drinking fountains and irrigation (if
reclaimed is not available) with the systems to be installed by the contractor.
Section S. Insurance Requirements.
(a) Each party shall maintain minimum insurance coverage as follows during the
term of the Agreement, including extensions of the Agreement, and provide current Certificates
of Insurance to the other: General Liability - $1,000,000.00 per occurrence, Automobile
Liability - $1,000,000.00 combined single limit and Workers Compensation as provided by
Florida law.
(b) The CITY shall require that all contractors employed to perform the maintenance
responsibilities specified in this Agreement are insured for property damage, bodily injury
liability and workers compensation during the course of this maintenance work. The COUNTY
and CITY from time to time have the right to propose modifications in the types of coverages
and policy limits for this insurance by written notice to the other.
Section 6. Indemnification.
(a) COUNTY expressly acknowledges and accepts its responsibility under applicable
law, and to the extent permitted by law, agrees to indemnify, defend and hold CITY harmless for
loss, damage, or injury to persons or property, arising out of or resulting from COUNTY's
activities described in Section 3 above or other authorized use of the SunRail Station, unless,
however, such claim or demand arises out of or results from the negligence of CITY, its servants,
Interlocal Agreement for SunRail Station Maintenance
Seminole County / Sanford
Page 4 of 9
agents, employees, or assigns. This provision is not to be construed as a waiver by COUNTY of
its sovereign immunity, except to the extent waived pursuant to Section 768.28, Florida Statutes
(2013), as this statute may be amended from time. To the extent COUNTY has contract
employees or agents performing any work on the SunRail Station, COUNTY shall ensure the
contractor has CITY added as additional insured to the contractor's insurance prior to the
employee or agent performing any work on the SunRail Station.
(b) CITY expressly acknowledges and accepts its responsibility under applicable law,
and to the extent permitted by law, agrees to indemnify, defend and hold COUNTY harmless for
loss, damage, or injury to persons or property, arising out of or resulting from CITY's activities
or other authorized use of the SunRail Station, including those specified in Section 4 above,
unless, however, such claim or demand arises out of or results from the negligence of COUNTY,
its servants, agents, employees, or assigns. This provision is not to be construed as a waiver by
CITY of its sovereign immunity, except to the extent waived pursuant to Section 768.28, Florida
Statutes (2013), as this statute may be amended from time. To the extent CITY has contract
employees or agents performing any work on the SunRail Station, CITY shall ensure the
contractor has COUNTY added as additional insured to the contractor's insurance prior to the
employee or agent performing any work on SunRail Station.
(c) The principles of comparative negligence apply to loss, damage or injury as
specified in subsections (a) and (b) above where the negligence of both CITY and COUNTY and
their respective servants, agents, employees or assigns are involved.
(d) The parties further agree that nothing contained herein will 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 COUNTY and CITY beyond the
Interlocal Agreement for SunRail Station Maintenance
Seminole County / Sanford
Page 5 of 9
waiver provided for in Section 768.28, Florida Statutes (2013), as this statute may be amended
from time.
(e) The waiver of a provision in this Agreement regarding insurance by either party will
not constitute the further waiver of this provision or the waiver of any other provision of this
Agreement.
Section 7. Notice. Any notice delivered with respect to this Agreement must be in
writing and will be deemed to be delivered (whether or not actually received) when (i) hand
delivered to the person(s) hereinafter designated, or (ii) upon deposit of such notice in the United
States Mail, postage prepaid, certified mail, return - receipt requested, addressed to the person at
the address set forth opposite the party's name below, or such other address or to such other
person as the party may specify by written notice to the other party delivered in accordance
herewith:
As to COUNTY:
County Engineer
Public Works Department
Engineering Division
100 East 1 st Street
Sanford, FL 32771
As to CITY:
City Manager
300 North Park Avenue
Sanford, FL 32771
Section 8. Governing Law. The laws of the State of Florida govern the validity,
enforcement and interpretation of this Agreement. Seminole County is the sole venue for any legal
action in connection with this Agreement.
Interlocal Agreement for SunRail Station Maintenance
Seminole County / Sanford
Page 6 of 9
Section 9. Parties Bound. This Agreement is binding upon and inures to the benefit of
CITY and COUNTY, and their successors and assigns.
Section 10. Conflict of Interest.
(a) Each party agrees that it shall not engage in any action that would create a conflict of
interest in the performance of its obligations pursuant to this Agreement with the other party or
which would violate or cause third parties to violate the provisions of Part III, Chapter 112, Florida
Statutes (2013), as this statute may be amended from time, relating to ethics in government.
(b) Each party hereby certifies that no officer, agent or employee of that party has any
material interest (as defined in Section 112.312(15), Florida Statutes (2013), as the statute may be
amended from time to time, as over 5 %) either directly or indirectly, in the business of the other
party to be conducted here, and that no such person shall have any such interest at any time during
the term of this Agreement.
(c) Pursuant to Section 216.347, Florida Statutes (2013), as this statute may be amended
from time to time, the parties hereby agree that monies, if any, received from the other party
pursuant to this Agreement will not be used for the purpose of lobbying the Legislature or any State
or federal agency.
(d) Each party has the continuing duty to report to the other party any information that
indicates a possible violation of this Section.
Section 11. Entire Agreement.
(a) It is understood and agreed that the entire agreement of the parties is contained
herein and that this Agreement supersedes all oral agreements, negotiations, and previous
agreements between the parties relating to the subject matter hereof.
lnterlocal Agreement for SunRail Station Maintenance
Seminole County / Sanford
Page 7 of 9
(b) Any alterations, amendments, deletions, or waivers of the provisions of this
Agreement will be valid only when expressed in writing and duly signed by both parties, except as
otherwise specifically provided in this Agreement.
Section 12. Severability. If any provision of this Agreement or the application thereof
to any person or circumstance is held invalid, it is the intent of the parties that the invalidity does not
affect other provisions or applications of this Agreement which can be given effect without the
invalid provision or application, and to this end the provisions of this Agreement are declared
severable.
Section 13. Term. The term of this Agreement begins from the date of execution and
continues for seven (7) years from the Commuter Rail Revenue Operation Date, unless extended
by mutual agreement of COUNTY and CITY.
IN WITNESS WHEREOF, the parties hereto have made and executed thii54greement for
the purposes stated herein.
ATTEST:
Cynthiy Porter, City Clerk
Approved as to form and
legality:
William L. Colbert
City Attorney
CITY OF
By:
Jeff Triplett,
Date: `f —Z 'k--
[Balance of this page intentionally left blank; signatory page continues on Page 9.]
Interlocal Agreement for SunRail Station Maintenance
Seminole County / Sanford
Page 8 of 9
ATT EST:
M4FyanWld orse r,
Cle°k to the Board of
County Commissioners of
Seminole County, Florida.
For the use and reliance
Seminole County only.
Approved as to form and
legal sufficiency.
County Attorney
0
Date: I -,1 -/7
DGS /dre
04/03/14
pAusers \dedge\my documents\agt \sanford sunrail station maintenance docx
As authorized for execution by the Board of
County Commissioners at its April 8th
2014, regular meeting.
interlocal Agreement for SunRail Station Maintenance
Seminole County / Sanford
Page 9 of 9