Resolution 09-1220�SoUToN09120
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A RESOLUTION OF THE CITY COMMISSION of THE CITY of LONGWOOD,
FLORIDA, AUTHORIZING THE EXECUTION of AN INTERLOCAL AGREEMENT
FOR THE CONSTRUCTION of UTILITIES IN CONJUNCTION ION WITH THE LAKE
ESA ROAD CONSTRUCTION PROJECT; PROVIDING FOR CONFLICTS,
SEVERA ILITY, AND AN EFFECTIVE DATE,
WHEREAS, the City of Longwood and Seminole County have the common power to construct
utility and roadway facilities and to contract for the performance of such wort; and
WHEREAS, the City of Longwood desires, at its expense, to remove certain existing potable water
utilities, owned and operated by the City of Longwood and located within the Seminole County
rights -of -way, in conjunction with the Seminole County road widening project known as the Lake
n na Road Construction Project (Longwood Hills Road to Sand Fond Road); and
WHEREAS, the City of Longwood has requested that Seminole County include the costs associated
with such removal work as defined within the agreement, in the Senminole County prof ect in order to
meet the City of Longwood's needs and complete the work m* a manner that is economical and
timely for the City of Longwood; and
WHEREAS, Seminole County is willing to include such work in the Seminole County project
pursuant to the terms and conditions of this agreement; and
WHEREAS, this agreement is authorized by the provisions of Chapters 125, 163 and 166, Florida
Statutes, and other applicable law
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF CITY of
LONGWOOD,FLORIDA:
Section l: The City Commission of the City of Longwood, Florida, hereby approves the
Seminole County and City of Longwood Interlocal Utility Construction Agreement Lade rr, a
Road Proj ect attached as "Exhibit A" and authorizes the Mayor to sign the enclosed agreement,
Section 11: Conflicts. Any resolutions or policies in conflict herewith are hereby repealed,
Section III: This resolution shall become effective inunediately upon adoption.
Resolution o -1220
PASSED BY T C Y COMMISSION GW ,FLORIDA, IN REGULAR
SESSION THIS DAY of JULY 20096
Ha , od G. Bundy, J., Mayor
ATTEST:
Y
i
Sarah M. Mims, MmC, MBA., City Clerk
Approved as to forn and legality for the use and reliance of the City of Longwood, Florida only.
Teresa S. Roper, City A tto ey
Resolution o - 220 2
SEMINOLZ COUNTYAND CITY OF LNMD
INTERLOCAL UTILITY CONSTRUCTION AGREEMENT
LPM EMMA ROAD PROJECT
THIS INTERLOCAL AGREEMENT ia made and entered into this day
of _ _}n.- }r 2009, by and between SEMINOLECOUNTY, a political
s bdivisio of the State of Florida, whose address is Seminole County
Services Build- , 1101 East First Street, Samford,, Florida 32771,
hereinafter - referred to as "'COUNTY, "' and the CITY OF LONGWOOD, a
Florida municipal corporation, whose address is 175 West Warren
Avenue, Longwood, Florida 32750, hereinafter referred to as "CITY17.
I T N E S S E T
AREAS, the parties hereto have the common purer to construct.
utility and roadway facilities and to contract for the performance o
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such work; and
WHEREAS, CITY desires, at its expense, to remove certain existing
potable water utilities, awned and operated by CITY and located within
the O T ' s rights -of -way, in conjunction with the COUNTY road
widening project known as the Lake Erma Road Construction Prod ect
(Longwood Hills Road to Sand Pond. Road) , hereinafter referred to as
.COUNTY Project" and
UBES# 01TY has requested that COUNTYinclude tho costs
associated with such removal work as defined in Section 2 herein ell ,
in the COUNTY Project in order to Beet the CITY' s needs and comp e e
the work in a manner that is economical and timely for the CITY; and
m,16- ole County and City of Longwood�
Interlocal Utility Construction Agreement
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AREAS, COUNTY is willing to include such work In the co ' s
Project pursuant to the terms and conditions of this Agreement; and
AREAS, this Agreementis authorized by the provisions of
Chapters 125, 163 and 166, Florida Statutes, and other applicable law,
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, COUNTY and
CITY agree asfollows:
Section 1, Rocitals. The above recitals are true and correct and
form a material part of this Agreement upon which the parties have
relied.
Section. General..
a) CITY acknowledges that cet.-fffin of its existing potable water
infrastructure components are included wa.thin the geographic
parameters of the COUNTY Project. CITY further acknowledges that such
components is must be removed and new components a.nstall ed as shown on
the CITY'CITY's construction plans and defined in Section 4 below,
hereinafter referred to throughout this Agreement as the "CITY Utility
Work. "
() CITY Utility Work includes, but is not 1i ited to, the
removal of approximately 465 lineal feet of existing eight inch (JI)
potable water main pipes and approximately 2,320 lineal feet of
existing twelve inch (1 ") potable water main pipe and installation o
Seminole county and City of lohgwood
Interlocal Utility Construction Agreement
Lake eta Road Prof et
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a".VProximately 21040 linealfeet Of riew twelve inch (121F) PVC potable
water stain pipe, approximately 70 lineal feet of eight inch 8 "
duct. e iron pipe and ppro i ately 925 lineal feet of twelve inch
12"') ductile iron pipe with gate valves, air release values, thrust
collars, line stops tapping sleeves, valves and blow -off valves, CITY
shall be solely responsible for payment of the costs associated with
the CITY Utility Work tasks as set forth in the CITY Design Plans, a
copy of which is attached hereto and incorporated herein as Exhibit
Section 3, Rights -of -Way, The parties acknowledge and agree that
the COUNTY Project and the CITY Utility Work shall take place within
COUNTY is-o -way. COUNTY shalld..._ not be obligated to perform any
CITY Utility Work that requi e ��: ," NTY to acquire any pope ty
I
nterests, including temporary construction easements, over and above
those already acquired by COUNTY or CITY, CITY shall hp rRRnnn 4 h1 xn
for acquiring and paying for any additional property interests or
other rights that may be necessary to complete the CITY Utility Work
prior to performance ance of said CITY Utility work by COUNTY.
Section 4. Construction Plans,
(a) Inasmuch as the CITY Utilit Work shall occur in an area
where COUNTY plans to make grade changes for roadway construction and
construct underground storrwater facilities, including pipelines and
appurtenant structures, it is in the best interest of CITY and COUNTY
Seminole County and City of Longwood
Int rle a l Utility Construction Agreement
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to have the CITY Utility Work and roadway construction perfo r ed
pursuant to the same construction contract, hereinafter referred to a
"COUNTY Contract", Accordingly, CITY, through its consultant, Barnes,
F rla d and Associates, Inc, (BFA), 3655 Maguire Boulevard, ard, Suite 150,
Orlando, Florida 32803, prepared the design plans for the CITY Utility
Work, hereinaftex referred to a "CITY Design Plans" and furnished
signed and sealed copies of such CITY Design Plans to COUNTY. The
parties hereto acknowledge that BFA prepared the CITY ]design Plans
with the intent that all of the CITY Utility Work shall be performed
by COUNTY's contractor, hereinafter ref erred to as "COUNTY'
Contractor", These plans consist of
LIM EMMA ROAD - CITY ' LoNGWooD
UTILITY RELOCATION PAS
SHEET NO. LATEsDk DESCRIPTION
L -1 April 2 81 2009 Key sheet
LU-2 April 28, 2009 Tabulation of Quantities
Lu-3 April 28, 2009 General Notes
L -4 April 28, 2009 Project Layout sheets
LU-5 - L - 12 April 28, 2009 Adjustment Sheets
LU-13 April 28, 2009 Utility Cross -Section Sheets
LU-1 - LU-15 April 28, 2009 ater Distribution Details
b CITY acknowledges and agrees that COUNTY review of the CITY
Design Plans may require CITY to rm l e changes to the plans or submit
additional information to COUNTY.
(c) No additional work beyond that specified in Subseotion 4(a )
shall be performed without notification to and concurrence of CITY;
provided, however, that if in the opinion of COUNTY' s consulting
engineer an emergency exists, the consulting engineer may authorize
measures, which 16n his/her professional opinion, are reasonably
Seminole County and City of Longwood
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Lake Emma Roach Project
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necessary to prevent or mitigate any reaLilting damages. In the event
that the COUNTY' s consulting engineer authorizes measures without
prior review and concurrence of the CITY, the COUNTY shall provide
after the .fact notice within three (3) days to the CITY,
(d) Additional work required for the CITY Utility Work beyond
that specified in the COUNTY Contract may be authorized by change
order issued by COUNTY in accordance with the procedure set forth in
Subsection and paid for in full by CITY. Any reduction. of the
cost for the CITY Utility work made by change order approved by COURTY
will reduce the total amount to be paid by CITY to COUNTY,
Section 5. Utility Specifications. CITY shall provide COUNTY
With the signed and sealed specifications for construction of the CITY
Utility Work, such utility sp M cations shall include copies of
issued permits, payment applicatAA,? submittal requirements,, as -built
survey and record drawing requirements , testing requirements,
ro �.rements for the payment of the two ) year maintenance bond to
be provided by COU TV s Contractor to CITY and any other information
needed by COUNTY or UNTY' s Contractor for construction. CITY
acknowledges that COU TY' s review of the specifications may require
CITY to make changes to the specifications or submit additional
information to COUNTY as set forth in Section 4 hereunder,
Section 6, Permitting. CITY accepts sole responsibility for
obtaining, at CITY expense, all necessary Florida Department of
Environmental Protection F EP permits for the CITY Utility Work.
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The COUNTY{ s Contractor shall be responsible for obtaining the COUUTY
right-of-way permit for the CITY Utility Work,
Section 7. Bidding and County Contrant Award. CITY shall. provide
COUNTY with a bid schedule co taming bid items item number and
ascription , unit of measure and estimated quantity for all major
items of hhe CITY Utility Work. The bid schedule shall be in tabular
format with spaces provided for COUNTY"s COUNTY"bidders to fill in unit
prices and total prices for each bid item. CITY agrees that COUNTY
review of the bid schedule may require CITY to mare changes to the
schedule or submit additional information to COUNTY,
a All tasks associated with bidding, including, but not
limited to, bid advertisement, distribution of b.id documents, bid
opening, evaluat-1 ors of bidders arid -?:-award of the COUNTY Contract shall
be conducted by COUNTY, CITY- 11 provide written
answers to
questions from COUNTY and respond as needed to questions raised, if
any, during the bidding process. Prior to the bid opening, ing, CITY shall
not communicate and shall advise BFA not to communicate ,i -any manner
with any prospective bidder, plan holder, subcontractor or other
person, firm, or entity regarding the plans and specifications. The
parties agree that all information regarding the bid documents,
including the CITY Design Plans and Bpecif ications, questions,
.interpretations and explanatioiis regarding same shall be processed
through COUNTY.
(b) COUNTY shall provide CITY with a copy of all bids received
so C I TY can evaluate all sub fitted pri ces for the C1 TY Uti1ity Work.
Seminole County and City of Longwood
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CITY understands and agrees that COUNTY shall award the COUNTY
Contract to the lowest responsive, responsible bidder for the COUNTY
Project in accordance with COUNTY' s Purchasing code requirements, and
aokno ledges that the bid containing the 1owe st bid for the CoMuY
Project may not necessarily include the lowest submitted bid for the
CITY Utility Work. The successful bidder shall be referred to
hereunder as the COUNTY Contractor,
COUNTY shall not award the COUNTY Contract until receipt of
FDEP approval. If FDEP approval, is not received with11
in sixty
days after determination by COUNTY of the apparent responsive low
bidder, then the CITY Utility Mork may be deleted from the COUNTY
Contract and COUNTY's award and contract execution shall proceed
absent the CITY Utility Work. ,.,t-����..4., � shall be responsible for
subsequent additional costs and c a�s, if any, caused by .issuance o
a change order to .reincorporate the CITY Utility Work into the awarded
COUNTY Contract}
(d) Until twenty (20) calendar days after bid opening, CITY may
elect to withdraw the CITY U t i l 1 ty Work from the process by providing
written notice to COUNTY, From twenty-one 21 days after bid
opening, CITY may not terminate this Agreement without providing
thirty ( days written notice to COUNTY and paying all costs and
expenses incurred for the CITY Utility 'Work by COUNTY and U TY' s
Contractor up to the date of notification of termination by CITY.
SectiQn 8. Administration of County Construction Contract. Any
communication with COUNTY' s Contractor during construction shall be
Seminole County and City of Longwood
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through COUNTY or COUNTY' designated Cons,t uction Engineering and
Inspection Professional Engineer, hereinafter .referred to as " Ei
Consultant". CITY is authorized to consult with the CEI Consultant
ding the construction period regarding the CITY Utility work.
Construction layout, constr ctioxi coordination, including coor inatio,
with other utilities and scheduling all work are the sole
responsibility of COUNTY, the CEI Consultant and OUNT ' s Contractor
and not the responsibility of CITY or BFA.
(a) COUNTY shall ensure that the CEI Consultant shall: 1)
schedule and attend the preconstruction meeting, progress meetings and
project closeout meetings with OUNT ' s CoatIcactor; ( provide on -
site inspection services, engineering services, surreys for ass -built
drawings and final quantities; (3)....,provide construction coordination
with subcontractors, surveyors, ,.,layout personnel and construction
quality control testing personnel; and (4) issue instructions to
COUNTY' s Contractor, coordinate the processing of contract change
orders, process payment applications and conduct punch list and final
inspections of the 'in -place work to determine if the work is completed
substantially in accordance with the plans, specifications and other
contract documents.
CITY shall ensure that it and/or BFA attends the
preconstruction meeting, reviews and responds to COUNTY, COUNTY' s
contractor or CET Consultant questions or requests for information and
views proposed constructilLon changes. CITY shall consult with the
C I Consultant during the constructiLon period. CITY shall not issue
Seminole County and City of Longwood
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d.-rec ions, J-nterpre tat ions, product approvals or denials, grant time
extensions, approve payment of claims, or in any way administer the
COUNTY Contract or construction or associated paperwork with the
It
COUNTY"s Contractor inasmuch as such actions shall be approved d and
issued by COUNTY in accordance with applicable provisions of o 'PY' s
Contract* CITY shall be responsible for the cost of conflict manholes
not included in COUNTY'sContract,
c) CITY shall have the opportunity to review and approve all
shop drawings, manufacturers' brochures or catalogs, and change orders
related to the CITY UtIllity Work prior to approval. by COUNTY for
inclusion in C UN Y' s Contract. CITY shall be responsible for payment
o COUNTY for costs resulting from approved charge orders related to
the CITY Utility Work. COUNTY shall make all reasonable efforts to
F
accommodate CITY's request for orders relating to the CITY
Utility Fork. In the event of a conflict or dispute relating in any
way to the CITY Utility Work, COUNTY shall have final authority,
(d) CITY shall be solely re pond, b .e for coorditnating and
obtaining all FDEP approvals, processes and notifications required for
the CITY Utility Work. The COUNTY's Contractor shall take the
bacteriological samples and submit satisfactory results, along with
the required signed and sealed as- boil and/or record drawing
information, to the COUNTY18 CEI Consultant. The COUNTYfs CEI
Consultant shall provide the CITY with copies of the bacteriological
sample reports, as -built survey and record drawing information and
other supporting documents and coordinate with the CITY it obtaining
Seminole County and City of Longwood
In erlocal Utility Construction Agreement
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the required s i gnature s for FDE D certifi cate s for permit clearances
from the CITY and BFA. CITY shall coordinate with BFA and work with
the COUNTY' s CI consultant to ensure that permit clearance processing
is handled in a timely manner.
Section 9. Inspectlon During o s r ction, CITY and BFA shall
have the right at all times to non -intrusively inspect the CITY
Utility Work and any and all records relating to the performance of
the CITY Utility work, the contract administration and all
inspections. CITY and BFA may inspect the CITY Utility Mork and any
related construction; however, compliance with the construction
documents shall, also be evaluated based on geotechnical testing and
other reports provided by the CM Consultant and the coordination of
Construction activities, includilhg the survey and layout of
f r
construction, CITY and diately notify COUNTY and CEI
Consultant upon the discovery of any non -compliant records or
construction York or other issues of concern. COUNTY shall, upon
request,, furnish CITY with three () copies of all reports requested
by CITY. CITY shall ensure that copies of any reports or other
documents issued by CITY inspectors or BFA are provided to COUNTY and
the CEI Consultant,
Section 10. Maintenance of Facilities, During construction, the
mai-ntenance of installed CITY Utility Work is the responsibility of
the COUNTYts Contractor. It 's anticipated that installation and
startup of the CITY Utility Work shall occur prior to completion of
the roadway portion of the construction contract. During this period,
Seminole County and city of Longwood
Inte local Utility Construction r emenit
Lake a Road Prof
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CITY shall be allowed to operate its facilities- however, protection
f the completed f ac lines and maintenance during construction shall
be the continued responsibility of the COU TY' s Contractor until final
contract closeout, If, during the course of the work, cessation o
utility t 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 result-ing from such cessation of
Services. This release of liability shall not be construed to release
COU TY' s Contractor awarded the COUNTY Contract or any other third
arty from any liability for any dainage from whatever cause
whatsoever. Upon completion of the COUNTY Contract, acceptance of the
CITY Utility Work by CITY, and final payment by CITY, CITY shall own,
control, maintain and be res on i ;,e- for its facilities in accordance
with the terms of any and all util-'.��.. -k- ermit ( s
Section 11. Sobedule. Except as to delays covered by the force
ma j eure provisions of COUNTY's Contract, should the CITY Utility Work
be delayed for any reason within the CITY' s control, CITY shall b
responsible for the cost o f any resultant time delays to COUNTY' s
roadway portion of the work performed by OOU TV s Contractor and/or
CEI Consultant caused by CITY's delay. If resolution of a time relay
impact is not promptly reached or if the roadway' s completion schedule
is materially delayed by the CITY Utility Work, COUNTY shall
immediately notify the CITY and may thereafter timely issue a chance
order to COUNTY, s Contractor deleting the CITY' s unfinished utility
Seminole County and City of Longwood
Interlo al Utility Construction Agreement
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work from COUNTY's COUNTY'Contract if the CITY cannot resolve the .issue in a
timely manner.
Section 12. Administrative Agent. COUNTY shall administer this
Agreement by and through its departments and officers, consultants and
independent contractorsR
Section 13. Cost Computation, Payment. CITY shall pay to COUNTY
the cost of the CITY Utility Work consistent with the approved and
accepted bid.. as documented by invoices from COUNTY' s Contractor to
COUNTY, plus a portion of the cost of the services of the CEI
Consultant calculated as stated in this Section.
a) It is the intent of the parties that all construction coats
for the CITY Utility Work, excluding the GET Consultant services, and
including regulatory compliance testing, survey layout, preparation of i
record drawings and closeout subi i' As and the maintenance bond,
A
ncluded in the bid price for the CITY Util-1-ity Work, Should COUNTY
incur any cost directly related to performance of the CITY Utility
Work, other than the CEI Consultant services, not included in the bid
price, those costs shall be pare -approved by CITY, if praoticabl e, and
included in the amount payable by CITY upon submission to CITY of an
invoice supporting the amount thereof.
b CITY's share of the fee paid to the CEI Consultant by the
COUNTY for maintenance of traffic and mobilization shall be that
portion of the CEI Consultant fee billed to COUNTY that bears the same
ratio that the CITY Utility Work bears to the COU ' s total contract
price for the COUNTY Project, including the CITY Utility Work.
errai no e County and City of lc ngwood �.�.
Interlocal Utility Construction Agreement
Lake Emma Roach Project
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Initially, the percentage to be used shall be based upon the ]yid as
awarded by COUNTY. At the conclusion of the COUNTY Project, the final
percentage shall be calculated based upon the final contract amou t
s adjusted by charge orders', if any. Any difference between the
amount paid using the initial percentage and the amount due using the
final calculation shall he paid by CITY or COUNTY, as the case may ber
within thirty () days after close out of the COUNTY Contract. By
gray of example, if the COUNTY Contract, as awarded, totals
15, 0 , o ; o ( including the cost of the CITY Utility Work) and the
portion of that amatint attributable to the CITY Utility Work is
�310001000.00, then the percentage applied to the C I Consultant
billing will be twenty percent r000,000-00 divided by
1 , o, o - 00) * The same method_ -shall be used to calculate the final
C 1 Consultant fee percentage t the numbers shall reflect the
final contract amounts, ,including all change orders, if any.
(c) On or before the sixty-second ( 2'd) day after award of the
COUNTY Contract, CITY shall deposit with COUNTY twelve percent 12
of the total, bid amount for the CITY Utility Work. Such funds shall
be held in a separate account and utilized to pay COUNTY Contractor's
invoices related to the CITY Utility Work and the applicable portion
of the CEI Consultant's fee. Should funds remain in the account after
the COUNTY Contract closeout, such funds shall_ be credited against any
and all other charges payable by CITY to COUNTY pursuant to this
Agreement, COUNTY shall refund any -remainder to CITY within thirty
() days of closeout of the COUNTY Contract*
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Interlocal Utility Construction Agreement
Lake Emma Road Project
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gir aLon the first day of the month fo11owing re ceipt
of the first invoice from COUNTY"s Contractoxf COUNTY shall issue
monthly bills to CITY for CITE' s portion of payment due for the CITY
Utility Work and the fee paid to the CEI Consultant, calculated as
stated above. All gate payments shall be assessed non-refundable
interest at the statutory rate.
Section 14. Closeout. After final completion and acceptance of
COUNTY Contractor' s work on the CITY Utility Work and the COUNTY
Project, CITY shall be entitled to receive one ( set of twenty-four
inches by thirty-six inches (24 "x3 ") reproducible mylar (3 mil or
greater) as -built survey drawings and one (l) el ctron-ic set of as -
built uilt survey drawings reflecting the CITY Utility Work, provided CITY
has made all payments required by,is Agreement.
Section 15. Duties and L In,zor services. The COUNTY shall
coordinate in good faith with CITY with regard to all services and
work performed pursuant to this Agreement. Notwithstanding ithstanding the above,
however, all services and work hereunder shall be performed to the
satisfaction of COUNTY or OU TY' s CRI Consultant, which shall decide,
s provided herein, all 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 Gharacter, quality, amount and value thereof, which
decision upon all claims, questions and disputes shall be final and
conclusive with respect to all services and work performed or to be
performed,
Seminole County and City of Longwood
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Lake Ana Road Project
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Section 16, Employee air s . Persons employed by one party in
the performance of services and nctiLons puns uant to this Agreement
shall have no claim against the other party for pension{ workers'
compensation, unemployment compensation, civil service or other
gyp, oyee rights or privileges whether granted by operation of law o
by policy of the non -employing ing panty.
Section 17. `und.i T rminat .on. The CITY, by approving and
executing this Agreement, xepresents and warrants that sufficient
funds are available and have been properly budgeted to pad the
anticipated costs of the CITY [utility Work and a portion of the CEI
Consultant's fees, all as envisioned by this Agreement, The CITY
understands and agrees that it is in- the hest interest of both parties
that the CITY Utility Work be a,1opplished simultaneously with the
COUNTY Pro ' e t .Accordingly, T not termin
ate this Agreement,
except in the cage of a breach of this contract by COUNTY, and in
accordance with the provisions of this paragraph A To facilitate
per f ormance pursuGaant to this Agreement,, each party agrees to provide
full cooperation and assistance to the other. Except for failure t
make payment, the circumstances whereby COUNTY may terminate this
Agreement and remove the CITY Utility Work from the COUNTY Project are
pecified throughout this Agreement and are not subject to the
provision of this paragraph. As to any CITY claim of breach by
COUNTY and as to a COUNTY chit of non-payment by CITY, the following
shall apply:
Seminole Counter and city of Longwood
Interlocal Utility COnstruction Agreement
Lalce Elma Road Prof ect
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(a) Notice, The panty raking the claim shall provido a written
statement ent of the claim, providing as much detail as Treasonably
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, begin resolution thereof and thereafter,, complete in a
timely manner resolution of the claim.
bSettlement Discussions. -If the dispute is not resolved
as a result of the notice provided above, the CITY Administrator and
COUNTY Manager shall meet and attempt to reach a satisfactory
resolution. if the dispute is not so resolved between the CITY
Administrator and COUNTY Manager, either party may seek all remedies
available at law or in equity. The partal-es agree, however, prior to
commencement of any suit, th rJ-1..- hall, first engage in dispute
IL
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resolution s provided in this e bt3,on. In all events, CITY shall
reimbuxse COUNTY for all costs and expenses incurred for the TLT
Utility Work through the date of ter i ation,'including the amounts
payable to COUNTY# s contractor and the CEI Consultant.
section 18. Hotices. Whenever either party desires to give
notice unto the other, it must be given by written notice, sent b
registered United States wail, with return receipt requested, and seat
to:
For COUNTY:
County Manager
Seminole County
Seminole County Services Bldg.
11 East First Street
Sanford, FL 32771
With a dopy to
Director
Department of Public Works
o W. Lake Mary Blvd.,
Suite 20
Sanford, FL 32773
Seminole County and City of Longwood
Interlocal [utility Construction Agreement
Lake Ana Road Project
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For CITY:
With a copy to:
City Administrator Utilities Manager
City of Longwood City of Longwood
175 Nest 'barren Avenue 175 West Warren Avenue
Longwood, FL 32750 Longwood, EL 32750
Either of the parties may change, by written notice as provided above,
the addresses or persona for receipt of notices.
Section 19. Liability.
a To Third Parties, As to the CITY Utility Work, CITY shall,
to the extent permitted by Florida Lair, indemnify and hold 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 as a result of the CITY
Utility Work. The term "third parties" is intended to mean all
x
persons, firms, or other legal. e . i s except IT COUNTS OU T " s
ertracr, and the CET Consultant, COUNTY Contractor's contract and
I Consultant's contraot shall include are indemnity in favor of CITY,
as well as in favor of COTJNTY,, for all liability arising from COUNTY
Contractor's work or CEI Consultant's work, respectively. Further,
the a 'o erae boned contracts shall, include a provision stating that
CITY is a third party beneficiary of the respective contracts. T
addition, to the extent permitted by law, CITY shall indemnify COUNTY,
the COUNTY' s Contractor and the E.I Consultanti from and against any
and all claims related to or arising from the failure of CITY to
obtain necessary easements foz the location of CITY facilities outside
UNT ' s rights -of -way. Nothing herein shall be construed to waive or
Seminole County and City of Longwood
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expand the provisions and requirements ents of Section 768.28, Florida
Statutes,
(b) To COUNTY. The CITY shall indernni f y and hold COUNTY
harr less front. any and all contract cl.aims made by COUXT Y ' s Contractor
or the CEI Consultant for damages, extra compensation, profit,
overhead expenses for both home office and field operations, or any
such cost or expenses related to, or arising from the CITY 'tility
Work, it being understood and agreed that COUNTY is including this
Fork in its COUNTY Contract in order to sage CITY time and money and
that COUNTY is essentially acting as C T ' s agent with respect to this
work. . ITY shall be relieved from the obligations imposed by this
paragraph on account of any breach of contract by COUNTY related to
this Agreement, CO I ' s Contract-.- i its contractor or its contract
with the GET Consultant it b in:t intent of the parties that 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 C1 TY.is entitled to recover damages from COUNTY on account of
the breach of contract. CITY has the right to participate in any
settlement discus5ions with CEI Consultant or COUNTY's Contractor
relating to the CITY Utility Work, so long as CITY pays its share of
the costs of litigation, including the judgment. Nothing herein shall
be construed to waive or expand the provisions and requirements of
Section 768.28, Florida Statutes.
( These indemnity obligations include any and all charges,
expenses and costs, including, but not limited to, attorneyls fees
Seminole Counter and City of Longwood
Inte local Utility Construction Agreement
Lake Emma Road Project
Pace 18 of 20
i
both at trial and on appeal incurred COUNTY on account of or by
reason of any such damages, liability, clalims, suits, or losses.
Section 20. Entire Agreement. It is understood and agreed that
the entire agreement of the parties is contained herein and that - biz
Agreement supersedes all oral agreements and negotiations between the
parties relating to the subject matter hereof as well as any pre io
agreements presently in effect between the part.es relating to the
subject matter hereof. Any alterations, amendments, deletions or
waivers of the provisions of this Agreement shall valid only when
expressed In writing and duly signed by the parties.
Section 21, Conflict o:E Interest. The parties agree that they
w11 not contract for or accept employment for the performance of are
work or services -with any indir iual, business, oorp'o y tion or
government unit that would conflict of �ne Est -in the
performance ante of the obligations of this Agreement,
Section 22. Constitutional and Statutory Limitations. The terms
and conditions of this Agreement are applicable only to the extent
they are within and consistent with the constitutional and statutory
limitations on the authority of CITY and COUNTY,
Section 23. Governing Law. This Agreement shall be governed b
and construed in accordance with the .haws of the State of ' or.ida and
the parties consent to venue in the Circuit Court in and for Seminole
oun ye Florida as to State actions and the United States District
Court for the Middle District of Florida as to Federal actions.
Snole County and City of Longwood
In local UtilitY COnstruction Agreement
Lake Emma Road Project
Page 19 of 20
IN WITNESSWHEREOF, the parties hereto have rnade and executed
this instrument for the purpoae herein expressed.
ATTEST: CITY OF LONGWOOD
ti
F
• By., 1 ",-4
.AH M. MIRUS, MMC, MBA, City Clerk RA B BUNDY, Jr, r � o
Date:
For the use and -reliance of
the City of Longwood only.
Approved as to form and
lega u ficlency.
TERESA ROPER, City Attorney
TT BOARD OF COUNTY COIS NERS
SEMI NL NT L
_ By:
AR7ANNK O B D IfI I, chairman
Clerk to the r
yr: _ e x��.,,.-.- , lee
mi ole Co ty, lorida .
For the u,,-,f and 011'ance of
Seminole C6q�tbnly.Ap-
proved as to form and legal
sufficiency.
CourtAttorney
D/bi1p
Attachment:
E hl it "A" - City ]design Plans
s authorized for e utlon by
the Board of County Commissioners
at its (�- - 1 2 O{)k
regular meeting.
- - Seminole County and City of Longwood
Interloeal Utility Cons ruction Agreement
Lake Erma Road Project
'ago 20 of 20'
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