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386-Upsala Road Intersection UPSALA ROAD INTERSECTION CONSTRUCTION AGREEMENT THIS AGREEMENT is entered into this day of , 19 , by and between SEMINOLE COUNTY, a political subdivision of the State of Florida, whose address is Seminole County Services Building, 1101 East First Street, Sanford, Florida 32771, hereinafter referred to as COUNTY, and the City of Sanford, a municipal corporation existing by virtue of Florida Law, whose address is 300 North Park Avenue, Sanford, Florida 32771, hereinafter referred to as CITY. WITNESSETH: WHEREAS, this Agreement is authorized by, and entered into pursuant to Chapter 163, Florida Statutes, and WHEREAS, the parties hereto are greatly concerned and vitally interested in the timely and adequate provision of transportation facilities in Seminole County and the City of Sanford, and WHEREAS, the parties hereto have determined that the shared goal of providing timely and adequate improvements will mutually benefit the parties, and WHEREAS, the parties hereto have determined that the desired intersection improvement can be accomplished with the COUNTY providing design and construction labor and the CITY providing the cost of construction materials. NOW THEREFORE, in consideration of the mutual understandings and agreements set forth herein, the COUNTY and CITY agree as follows: 1 SECTION 1. RECITALS. The recitals, above, are true and form a material part of this Agreement. SECTION 2. P~RPOS~. The purpose of this Agreement is to establish the terms and conditions for the intersection improve- ments project known as the Upsala Road Intersection Project at SCL Railroad Crossing. SECTION 3. SCOPE OF THE WORK. The COUNTY, with its own work force, shall be responsible for design and construction of the intersection improvements in accordance with the COUNTY's construc- tion standards. SECTION 4. RESPONSIBILITIES OF COUNTY. (a) The COUNTY shall prepare all design plans and specifica- tions, secure all permits, satisfy all conditions and obtain all materials necessary for the intersection improvements. (b) The COUNTY, using its own work force, shall provide all engineering services, construction labor, and equipment necessary for construction of the intersection improvements. (c) Upon completion of the intersection improvements, the COUNTY shall be responsible for maintenance of the intersection improvements as part of its maintained road system. SECTION 5. RESPONSIBILITIES OF CITY. (a) The CITY shall, at its sole expense, provide all right- of-way necessary for location of roadway drainage facilities or to '.satisfy environmental or other permit requirements resulting from the roadway intersection improvements. (b) The CITY shall pay COUNTY the cost of construction materials as set forth in Section 7 of this Agreement. SECTION 6. CONSTRUCTION PLANS. The COUNTY shall be solely responsible for preparation of all design plans and specifications. In the event of any change subsequent to the commencement of construction, the COUNTY shall notify the CITY of any changes authorized by COUNTY and the related construction materials and costs. SECTION 7. CONSTRUCTION COST. (a) The CITY shall pay COUNTY the cost of construction materials utilized in completing the intersection improvements. The final cost shall be determined subsequent to completion of construction. The CITY shall, prior to commencement of construc- tion, pay COUNTY a sum equal to the COUNTY design engineer's cost estimate for the project. The final cost for construction materials shall be determined subsequent to the completion of construction to reflect any cost decrease or increase including cost changes resulting from changes in the plans and specifications subsequent to the issuance by COUNTY of its design engineer's cost estimate for the project. (b) Upon issuance of the COUNTY design engineer's cost estimate, the CITY shall notify the COUNTY within ten (10) days of its intent to proceed with the project. If the CITY determines that the COUNTY design engineer's cost estimate is unacceptable, then this Agreement shall be terminated and the parties released from their respective obligations under this Agreement. 3 SECTION 8. COMMENCEMENT AND COMPLETION OF WORK. (a) The COUNTY shall be solely responsible for scheduling the commencement and completion of the work. (b) The COUNTY may coordinate the work with other work projects of the COUNTY and complete the work by whatever method the COUNTY may deem expedient, provided the work is completed in accordance with COUNTY construction standards. SECTION 9. INDEMNIFICATION. Neither party to this Agree- ment, its officers, employees and agents shall be deemed to assume any liability for the acts, omissions and negligence of the other party, its officer's, employees and agents. SECTION 10. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the successors in interest of the parties. SECTION 11. NON ASSIGNMENT. This Agreement shall not be assigned by either party. SECTION 12. CONFLICT. In the event of direct conflict with the terms of any prior Agreement between the parties hereto, this Agreement shall prevail. SECTION 13. EFFECTIVE DATE. This Agreement shall take effect on the later of the execution dates stated below. SECTION 14. 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 and negotiations between the parties relating to the subject matter hereof as well as any previous agreements 4 presently in effect between the parties relating to the subject matter hereof. (b) Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when expressed in writing and duly signed by the parties. SECTION 15. NOTICES. Whenever either party desires to give notice unto the other, notice may be sent to: FOR COUNTY Director, Engineering Department County Operations Center at Five Points 274 Bush Boulevard Sanford, Florida 32773 FOR CITY Director, Engineering Department Sanford City Hall 300 North Park Avenue Sanford, Florida 32771 Either of the parties may change, by written notice as provided herein, the addresses or persons for receipt of notices. IN WITNESS WHEREOF, the parties have hereunto set their hands as of the dates written below. ATTEST: CITY OF SANFORD Date: .-;3- gO BOARD OF COUNTY COMMISSIONERS ATTEST: SEMINOLE COUNTY, FLORIDA By: MARYANNE MORSE SANDRA S. GLENN, Chairman Clerk to the Board of County Commissioners of Date: Seminole County, Florida For the use and reliance As authorized for execution by of Seminole County only. the Board of County Commis- Approved as to form and sioners in their , legal sufficiency. 19 , regular meeting. County Attorney HMB/drfe 08-27-90 6