643-Joint Participate-Rinehart JOINT PARTICIPATION AGREEMENT BETWEEN CITY OF SANFORD,
CITY OF LAKE MARY AND SEMINOLE COUNTY
PROVIDING FOR POTABLE WATER AND RECLAIMED WATER
DISTRIBUTION INFRASTRUCTURE FOR THE RINEHART ROAD
AND HEATHROW AREAS
THIS AGREEMENT is made and entered into this day of
~~, 1996, by and between the CITY OF LAKE MARY, a
Florida municipal corporation, whose mailing address is Post Office
Box 950700, Lake Mary, Florida 32795-0700, hereinafter referred to
as "LAKE MARY," the CITY OF SANFORD, a Florida municipal corporar
tion, whose mailing address is Post Office Box 1788, Sanford,
Florida 32772-1788, hereinafter referred to as "SANFORD," and
SEMINOLE COUNTY, a political subdivision of the State of Florida,
whose address is Seminole County Services Building, 1!01 East First
Florida 32771, hereinafter referred to as-
Street, Sanford,
"COUNTY."
W I TNE S S E TH:
WHEREAS, pursuant to the provisions of Chapters 125, 1~3,
and 33~, Florida Statutes, as well as other applicable law, the
COUNTY is 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 potable water and
reclaimed water distribution infrastructure for the Rinehart Road
and Heathrow areas, hereinafter referred to as the "Project Area,
as depicted in Exhibit "A," attached hereto and incorporated herein'
by reference; and
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CERT!FIED COPY
MARYANNE IVIORSE
CLERK OF CIRCUIT COURT
c
DE~~RK
WHEREAS, it is the 'intent of the parties to equitably
distribute the costs of ~tility infrastructure improvements
relative to the Project Area which the parties agree to address in
collaborative and cooperative manner; and
WHEREAS, LAKE MARY, SANFORD 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 their respective cities and of Seminole County,
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. Construction Contracts.
(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 Projec~ Area.
(b) The parties agree to exercise due diligence and to act in
good faith in seeking and awarding the contract to the lowest and'
best qualified bidder for constructing the utility infrastructure
improvements in the Project Area.
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Section 3. Parties Responsibilities.
(a) The COUNTY shall perform or cause to be performed the
design, permitting and construction of a sixteen inch (16")
diameter reclaimed water transmission line along County Road 46-A
in conjunction with the COUNTY's design and reconstruction of the
County Road 46-A Road Improvement Project.
(b) The costs of d~sign, permitting and construction of the
reclaime~ water transmission line described above from its
connection point at Country Club Road and Sunset Boulevard to the
Rinehart Road intersection, including all appurtenances from
connection point to connection point, shall be shared in equal
amounts between the three (3) parties hereto, each party paying
one-third (1/3) of all associated costs, including 6he costs fo~ a-
reclaimed water meter. This section of the line shall be owned and-
maintained by SANFORD.
(c) The costs for design, permitting and construction of the
sixteen inch (16") diameter reclaimed water transmission line from
the intersection of County Road 46-A and Rinehart'Roaddescribed in
subsection (a) above to the twenty-five foot (25') easement on the'
south boundary of' the Postal Distribution Facility located
Rinehart Road shall be shared in equal amounts between LAKE MARY
and COUNTY. This section of the line shall be owned and maintained
by LAKE MARY.
(d) The COUNTY shall perform or cause to be performed the'
design, permitting and construction of: (1)
diameter reclaimed water transmission line
a twelve inch (12")
from the proposed
sixteen inch (16") diameter reclaimed water transmission main on
Rinehart Road to and within the twenty-five foot (25') easement on
the south boundary of the Postal Distribution Facility to the east
side of Interstate 4; (2) a sixteen inch (16") diameter potable
water transmission line from its connection with the existing
twenty inch (20") diameter potable water main located in the
twenty-five foot (25') easement on the south boundary of the Postal
Distribution Facility to the east side of Interstate 4; and (3) the
two (2) master meters, one (1) meter for potable water and one (1)
meter for reclaimed water. The lines described in this subsection
shall be funded, owned, and maintained by the COUNTY from their
point of connection with the CITY facilities to the west side of
Interstate 4.
(e) SANFORD shall allocate a constant flow, average over a
twenty-four (24) hour period, of approximaeely 750,000 gallons per.
day (GPD) of reclaimed water to the COUNTY ~nd 150,000 GPD of
reclaimed water to LAKE MARY in addition to the amount addressed by
the SANFORD and LAKE MARY Reclaimed Water Agreement dated July 11,
1988, for the Project Area. '
(f) SANFORD 'shall provide the aforementioned amounts of
reclaimed water to COUNTY and LAKE MARY at the reclaimed water
wholesale price of TEN CENTS (10¢) per thousand gallons. Rates may'
be adjusted from time to time in accordance with rate changes for
other SANFORD reclaimed water service customers.
(g) SANFORD and LAKEMARY shall continue to comply with their
respective agreements for reclaimed water use. Reclaimed water
used pursuaht to this Agreement shall constitute usage to satisfy
the July 11, 1988, Reclaimed Water Agreement between the City of
Sanford, Florida and City of Lake Mary, Florida. The reclaimed
water flow used by LAKE MARY shall be metered at the new Rinehart
Road reclaimed water meter provided and maintained by LAKE MARY,
and at the existing three (3) reclaimed water meters in the
vicinity of Rantoul Lane. The first 750,000 GPD of the total
reclaimed water utilized by LAKEMARY shall be charged against the
SANFORD and LAKE MARY Reclaimed Water Agreement dated July 11,
1988.
(h) LAKE MARY shall perform or cause to be performed the
design, permitting, construction and maintenance of atwenty inch'
(20") diameter potabie water line along Rinehart Road necessary fbr_'
the existing twenty inch (20") diameter line located in the twenty--
five (25') easement on the south boundary line of the Postal
Distribution Facility parcel on Rinehart Road, including the
design, permitting, construction and maintenance of the connection
thereto.
(i) LAKE MARY shall perform or cause to be performed'.the
design, permitting~ construction and maintenance of the reclaimed
water transmission line necessary for reclaimed water to Rinehart
Road.
Section 4. Cooperation. To facilitate performance under this
Agreement, the parties agree that they shall provide full coopera-.
tion and assistance to each other and the officers, agents and
employees of the other parties.
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Section 5. Administrative Agent. The COUNTY is designated as
the party to administer this Agreement by and through its depart-
ments and officers, consultants and independent contractors.
Section 6. Employee Status. Persons employed by a party
hereto in the performance of services and functions pursuant to
this Agreement shall have no claim to pension, worker's compensa-
tion, unemployment compensation, civil service or other employee
rights or privileges granted by operation of law or by another
party to its officers and employees.
Section 7. Governing Law. This Agreement shali 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 an~ the_'
United States District Court for the Middle District of Florid~
to Federal actions.
Section 8. Headings. All sections and a~criptive headings
in this Agreement are inserted for convenience only, and shall not
affect the construction or interpretation hereof.
Section 9. Force Majeure. In the event any party hereunder
fails to satisfy ~ 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.
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Section 10. 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 11. Assignment. This Agreement shall not be assigned
by either party without the prior written approval of the others
which shall not be unreasonably withheld.
Section 12. 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 13. Public Records. Each party shall ~llow public
access to all documents, papers, letters or other materials which
have been made or received in conjunction with this Agreement in
accordance with Chapter 119, Florida Statutes. -
Secti6n 14. 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 thi~.
Agreement because of race, color, religion, sex, age or national '-
origin and 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 transfer; recruitment advertis-.
ing; layoff or .termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship.
Section 15. 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 16. 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, ruleSor regulations sh~ll cons~itu'te_-
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 violatin~'~arty. '
Section 17. Notices. Whenever a party desires to give notice
unto the others, notice may be sent to:
For COUNTY:
with a copy to:
For LAKE MARY:
For SANFORD:
County Manager
Seminole County Services Building
1101 East First Street
Sanford, Florida 32771
County Attorney
Seminole County Services Building
1101 East First Street
Sanford, Florida 32771
City Manager
Post Office Box 950700
Lake Mary, FL 32795-0700
City Manager
Post Office Box 1788
Sanford, FL 32772-1788
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Any party may change, by written notice as provided herein, the
address or person for receipt of notices.
Section 18. Inderanity 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 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 claim~
injury to or death of persons 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, subcontrac-
tors or employees, in the execution of the work r~lating 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 for. in Section 768.28, Florida
Statutes.
(d) Each party shall provide necessary workers compensation
coverage and unemployment compensation for its employees.
Section 19. Expenses of Enforcement. Should'a party incur
any expenses in enforcing any covenants, terms.'or conditions of
this Agreement, the party in default shall pay to the other all
expenses so incurred, including reasonable attorney's fees.
Section 20. 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 21. Counterparts. This Agreement may b~ 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 22. Severability. If any part of this Agreement is~
found invalid or unenforceable by any Court, such invalidity or
unenforceability shall not affect the other pa~% of this Agreement
if the rights and obligations of the parties contained herein are
not materially prejudiced and if the intentions of the parties can
continueto be effected. To that end, this Agreement is declared '-
seVerable. '=
Section 23. 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
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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 consent is in
writing, signed by an authorized officer of the party giving the
same and delivered to the other party.
Section 24. 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
above written.
ATTEST: ·
CAROL A. FOSTER, City Clerk
By: CITY O ~ ~
· .~.KETT, Mayor
ate= tqc}
For the.use and reliance
of City of' Lake Mary only.
~pproved a o-formand
ATTEST:
CITY OF SANFORD
By:~~'~
BETT D. SMITH, Mayor
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ATTEST:
County Commissioners of
Seminole County, Florida.
BOARD OF COUNTY COMMISSIONERS
By:SEM~~
Chairman
Date:
For the use and reliance
of Seminole County only.
Approved as to form and
legal sufficiency
As authorized for execution by
the Board of County Commission-.
ers at their 7Z~-u, ~ ~ ,
19 y~ , regular meeting.
Co~n~/Attorney'
SED/dre
10/08/96
At tachment
Exhibit "A" - Depiction of Project Area
F: \USERS\DEB\AGT\SCSANLM. JPA .
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