Loading...
501-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 Cq ~4 520 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 P:\Users\slee\Agreements\Sanford Interlocal (Utility Construction)9.doc Page 20 of 20