HomeMy WebLinkAbout2024-192AGREEMENT BETWEEN
INDIAN RIVER COUNTY, FLORIDA
AND
NOVALAND, LLC
FOR
REAMS GLEN SUBDIVISION WATER MAIN EXTENSION
FOR THE CONSTRUCTION OF OFF-SITE UTILITIES
THIS AGREEMENT ("Agreement") by and between INDIAN RIVER COUNTY, a political
subdivision of the State of Florida, the address of which is 180127th Street, Vero Beach, Florida
32960 (hereinafter the "COUNTY") and Novaland, L.L.C., whose mailing address is 6257 Arcadia
Square, Vero Beach, FL 32966 (hereinafter the "DEVELOPER") is effective upon execution by the
two parties ("Effective Date").
WHEREAS, the DEVELOPER, in conjunction with the construction of improvements at Reams
Glen Subdivision, is constructing water main facilities to the subject properties located at 916-935
7th Place and 910 — 946 7th Street, whose legal description is attached as Exhibit "A" (the "Subject
Properties"); and
WHEREAS, pursuant to Section 918.05, the Code of Indian River County (the "Code"), the
COUNTY, requires the DEVELOPER to provide the utility improvements to connect to the regional
water main. The COUNTY, pursuant to Section 201.11, of the Code, agrees to reimburse the
DEVELOPER, as provided herein, for the cost of a portion of the off-site utilities,
NOW, THEREFORE, for and in consideration of the mutual promises set forth herein and other
good and valuable consideration, the COUNTY and DEVELOPER agree as follows:
1. Off -Site Utilities:
The DEVELOPER shall construct the necessary off-site utilities described herein as directed by
the Indian River County Utilities Department ("IRCDUS"). The COUNTY shall reimburse the
DEVELOPER for installing off-site utilities as outlined below:
Page 1
The COUNTY shall reimburse the DEVELOPER for extending the installation of a 6 -inch diameter
water main from the southeast corner of 916 7th Place to the point of connection at the existing
6 -inch water main along Old Dixie Highway and the southwest corner of 936 7th Place to the
point of connection at the existing 6 -inch water main along 10th Avenue, a distance of
approximately 350 linearfeet, (1) fire hydrant assembly, (2) water services, and a portion of the
maintenance of traffic and site restoration.
2. Reimbursement:
The COUNTY shall reimburse the DEVELOPER pursuant to the provisions of Section 201.11, of
the Code, for funds advanced by DEVELOPER to extend the off-site water main. COUNTY shall
reimburse DEVELOPER in accordance with Exhibit "B" for extending the off-site water main.
The actual reimbursement amounts shall be based on the contractor's final invoice but in no
event shall the County cost share exceed $126,016.80.
Within 30 calendar days of acceptance of the bill of sale forthe water main and submittal of the
necessary maintenance security, COUNTY shall reimburse DEVELOPER its share of the cost of
the water main, as set forth in Exhibit "B".
3. Amendment:
This Agreement may be modified only by a written instrument executed by all parties to the
Agreement.
4. Assignability:
Either party may assign this Agreement so long as the assignment bears acknowledgment of the
assignee and the other party, subject to any limitations specified in the Indian River County
Code of Ordinances. However, the rights granted herein shall run with the land and are notthe
personal property of the DEVELOPER. The assignee shall file a transfer and assumption of this
agreement with the County, failure to do so shall render any assignment null and void.
5. Authority:
Each party hereto represents and warrants to the other that the execution of this Agreement
and any other documents required or necessary to be executed pursuant to the provisions
hereof are valid, binding obligations and are enforceable in accordance with their terms.
6. Captions:
Page 2
Captions, if included, in this Agreement are included for convenience only and are not to be
considered in any construction or interpretation of this Agreement or any of its provisions.
7. Construction Plans, Technical Specifications and Contract Documents:
The DEVELOPER agrees to complete a final set of construction drawings and make submission
for a Utilities Construction Permit (UCP) to IRCDUS, to Indian River County Public Works for a
Right -of -Way permit (ROW), which includes, but is not limited to meeting all security
requirements of section 312.11 of the Code, to the Florida Department of Environmental
Protection (FDEP) for a general permit, and for all other necessary permits. The DEVELOPER
shall not commence construction until all permits are approved and obtained.
8. Definition:
All pronouns shall be deemed to refer to the masculine, feminine, or non -binary singular or
plural, as the identity of the party or parties may require.
9. DEVELOPER'S Obligations:
The design, preparation of contract documents, permitting, and construction of the water main
shall be the DEVELOPER's responsibility and expense until such time the necessary testing,
acceptance of the FDEP Certification of Completion, and acceptance of the water main
dedication to IRCDUS per IRCDUS's Water & Wastewater Utility Standards, May 2019 or latest
edition, has been completed and a 1 -year warranty is in place.
10. Entire Agreement:
This Agreement embodies the entire agreement between the parties relative to the subject
matter hereof, and there are no oral or written agreements between the parties, nor any
representations made by either party relative to the subject matter hereof, which are not
expressly set forth herein.
11. Governing Law & Jurisdiction:
This Agreement shall be governed by the laws of the State of Florida and the laws of the United
States pertaining to transactions in such state, and all actions arising out of this Agreement
shall be brought in Indian River County, Florida, or, in the event of federal jurisdiction, the
United States District Court for the Southern District of Florida. All of the parties to this
Agreement have participated freely in the negotiation and preparation hereof. Accordingly, this
Agreement shall not be more strictly construed against any one of the parties hereto.
12. Insurance and Indemnification:
The DEVELOPER shall ensure that, at least ten (10) days prior to the commencement of any
Page 3
work, the selected contractor and any subcontractor provides to the COUNTY a certificate of
commercial general liability insurance with a reputable insurance company subject to approval
bythe COUNTY's risk manager in an amount not less than $3,000,000 combined single limitfor
bodily injury and property damage in accordance with the COUNTY'S Administrative Policy
Manual. The DEVELOPER shall ensure that, at least ten (10) business days prior to the
commencement of any work the selected contractor and any subcontractor provides to the
COUNTY a certificate of business auto liability insurance with a reputable insurance company
subject to approval by the COUNTY'S risk manager in an amount not less than $3,000,000 per
occurrence combined single limit for bodily injury and property damage in accordance with the
COUNTY'S Administrative Policy Manual. The commercial general liability and auto liability
insurance policies shall name Indian River County, a political subdivision of the State of Florida,
as an additional insured. In addition, the DEVELOPER shall ensure that, at least ten (10)
business days prior to the commencement of any work the selected contractor and any
subcontractor provides to the COUNTY a certificate of statutory workers' compensation
insurance and employers' liability with a limit of $100,000 for each accident, $500,000 disease
(policy limit) and $100,000 disease (each employee) in accordance with the COUNTY'S
Administrative Policy Manual. The DEVELOPER shall provide to the COUNTY at least thirty (30)
days' written notice by registered mail, return receipt requested, addressed to the COUNTY'S
risk manager, prior to cancellation or modification of any required insurance.
The DEVELOPER hereby releases and holds harmless the COUNTY, and the COUNTY'S officers,
employees and agents (collectively the "Indemnitees"), and each of them from and against any
loss, costs, damages, claims, third party claims, expenses (including attorneys' fees) or liabilities
(collectively referred to as "Liabilities") by reason of any injury to or death of any person or
destruction or loss of any property arising out of, resulting from, be occasioned by, or in
connection with the performance or nonperformance of any work contemplated by this
Agreement which is or is alleged to be directly or indirectly caused, in whole or in part, by any
act, default, negligence, or omission of any representative, agent, client, and/or employee of
DEVELOPER, and DEVELOPER shall indemnify the COUNTY against any such claims and any
judgments that may be entered in connection therewith, including attorney fees.
DEVELOPER shall indemnify the COUNTY against any claim fordamage that any utility, whether
publicly or privately owned, may sustain or receive in connection with any work contemplated
by this agreement. DEVELOPER shall not make any claim of any kind or character whatsoever
against the COUNTY for damages that it may suffer by reason of the installation, construction,
reconstruction, operation, and/or maintenance of any public improvement, or utility, whether
presently in place or which may in the future be constructed or installed, including but not
limited to, any water and/or sanitary water mains and/or storm water facilities, and whether
such damage is due to flooding, infiltration, backflow, and/or seepage caused from the failure
of any installation, natural causes, or from any other cause of whatsoever kind or nature. It is
the intention of this indemnification agreement on the part of DEVELOPER, and a condition of
this Agreement, that it shall be full and total indemnity against any kind or character of claim
whatsoever that may be asserted against the COUNTY. DEVELOPER hereby agrees to defend
any and all suits, claims, and causes of action brought against the COUNTY arising out of or in
Page 4
connection with any work contemplated by this agreement, and DEVELOPER agrees to pay any
judgment or judgments, including attorney fees, that maybe rendered against the COUNTY or
against the COUNTY'S officers, employees or agents in connection therewith.
12a. Indemnification Savings Clause:
In the event any of the foregoing indemnification clauses under Section 12 is found to be
unenforceable, it is understood the DEVELOPER shall instead indemnify and hold harmless the
COUNTY, its officers, employees and agents, from liabilities, damages, losses and costs,
including, but not limited to, reasonable attorney's fees, to the extent caused by the
negligence, recklessness, or intentional wrongful misconduct of the DEVELOPER and persons
employed or utilized by the DEVELOPER in the performance of this Agreement.
12b. Sovereign Immunity
Nothing in this Agreement shall be deemed as a waiver of the COUNTY's right to Sovereign
Immunity under Florida Statutes/Law.
13. Maintenance Security:
The DEVELOPER agrees to convey all right, title and interest in the aforementioned utility
improvements to Indian River County, Florida, and provide security as set forth herein, subject
to the COUNTY'S approval, for a period of one (1) year after the COUNTY'S acceptance of the
improvements, plus an additional three (3) months, for an aggregate of fifteen (15) months.
The maintenance security may only be in one of the following forms: (a) cash, whereupon the
COUNTY and the Developer shall enter into the COUNTY'S standard Cash Escrow Deposit
Agreement; (b) Letter of Credit, in the County's standard form, drawn and payable by a
financial institution located within Florida; or (c) surety bond issued by a surety company
licensed to do business in the State of Florida and having an A.M. Best rating of no less than A -
VI. The value of the maintenance security shall be twenty-five percent (25%) of the total
construction value of the utility improvements as certified bythe Developer's licensed engineer
and approved in writing by the County.
14. Multiple Counterparts:
This Agreement may be executed in a number of identical counterparts which, taken together,
shall constitute collectively one (1) Agreement; but in making proof of this Agreement, it shall
not be necessary to produce or account for more than one such counterpart executed by the
party to be charged.
15. Permits:
Page 5
The DEVELOPER shall be responsible for obtaining all construction and operating permits
required for the construction, delivery, use and monitoring of the water distributed to and
wastewater collected from the Subject Property. If, through no fault of the parties involved, any
federal, state or local government or agency (excluding the COUNTY) fails to issue necessary
permits, or fails to grant necessary approvals, or requires a material change in the system, then
to the extent necessary and if possible, the parties agree to negotiate an amendment to the
Agreement to reflect the change in condition. If the COUNTY determines that it is impossible or
impracticable to perform under the terms of this Agreement because of the above, then
COUNTY shall have the right to terminate this Agreement, and the parties shall have no further
obligations to each other.
The DEVELOPER shall comply with reasonable requests by the COUNTY concerning on-site
operations and maintenance prior to County acceptance including but not limited to all FDEP
regulations relating to bacteriological and hydrostatic testing, cross connection control,
monitoring, color -coding of water and wastewater equipment. DEVELOPER shall meet all
necessary IRCDUS construction requirements, including the posting of the required security.
16. Recording of Agreement:
This Agreement, and any assignment, may be recorded in the official records of Indian River
County by the COUNTY. If recorded, the DEVELOPER shall pay for all recording costs.
17. Severability / Invalid Provision:
If any provision of the Agreement is held to be illegal, invalid or unenforceable under present or
future laws, such provision shall be fully severable; this Agreement shall be construed and
enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this
Agreement, and the remaining provisions of this Agreement shall remain in full force and effect
and shall not be affected by such illegal, invalid, or unenforceable provision or by its severance
from this Agreement.
FBsGTM.
The term of this Agreement is five (5) years. Unless otherwise agreed to by the parties in
writing, this Agreement shall not be renewed automatically for successive terms.
Notwithstanding the foregoing, this Agreement shall be coterminous with FDEP Permit for
construction and with the County's Utility Construction Permit, whichever provides a shorter
time period, but shall be not more than five (5) years from the date of issuance. The County
may terminate this Agreement early in its sole discretion if it determinesthat the development
project intended to be served by the improvements is suspended or discontinued.
19. Time of Essence:
Page 6
IN WITNESS WHEREOF, the COUNTY and the DEVELOPER have accepted, made, and
executed this Agreement as follows:
Signed, sealed and delivered
in the presence of:
Signature: '2 —
Printed Name: A
Address: LIM6. I t4 S Z.1
Vell-c.) tae cli t --L -Sl Lo
Signature:
Printed Na
Address:
STATE OF FLORIDA
DEVELOPER:
Novaland, L
By:
Pan Karikov, Manager
COUNTY OF INDAIN RIVER
The foregoing instrument was acknow ed ed before me, by means of physical
presence or El online notarization, thio day ofA d � , 2024 by Asan Karikov, who is ❑
I
sonally known or � produced identi ication in the form of
CINDYL.BASS
Commission # HH 303792
Expires December 9, 2026
NOTARIAL SEAL:
N OT/A11Y, PUBLIC
Printed Nam S
Commission No.: �1 3C73'1�t
Commission expiration: M-09 - 7-024p
Page 8
Time is of the essence of this Agreement; however, if the final date of any period which is set
out in any provision of this Agreement falls on a Saturday, Sunday or legal holiday under the
laws of the State of Florida, then, in such event, the time of such period shall be extended to
the next business day which is not a Saturday, Sunday or legal holiday.
20. Release:
DEVELOPER, on behalf of itself and its successors, and assigns, hereby releases, acquits, and
forever discharges COUNTY and its respective present and former elected officials, employees,
agents, representatives, and insurers, from all claims, causes of action, demands, debts,
liabilities, and obligations, of every name and nature, known or unknown, asserted or
unasserted, accrued or unaccrued, both at law or in equity, from the beginning of time to the
Effective Date.
IN WITNESS WHEREOF, the COUNTY and the DEVELOPER have accepted, made, and executed
this Agreement as follows:
ATTEST: Ryan L. Butler, Clerk of the Circuit
Court and Comptroller
BY.
Deputy Clerk
Approved:
)a EIJ(4414�4
John A. Titkanich, Jr.
County Administrator
Page 7
BOARD OF COUNTY COMMISSIONERS
INDIAN RIVER COUNTY, FLORIDA
3
� �ycpR�MfSg 0�
Approved as to form and legal sufficiency:
6e-
*�usan J. Prado, Esq.
Deputy County Attorney
9
9
PRELIMINARY CONSTRUCTION PLANS _" �" -
- M MASTELLER 8 MOLER, INC. .... � �. � � ....
"'"' • °°' "` "" �'^ " FOR PRICING PURPOSES ONLY
G3QG1Wl� ®6Qa G�7G14Q L°3 da[]a Q�{4Qa��0a R NOT FOR CONSTRUCTION ��•i"
d� (ZFMi X OF hU1N 7A1 NW -4 s o
nm" 3mo NOVALAND, LLC
SEAN C. CRC -EN. P.E. FL*90797 von
Exhibit "B'r
UMA MASTELLER & MOLER" INC. Novaland, LLC
M -CMI ENGINEERS - Reams Glen Water Main Extension
NOTE. The -t and total costs lis I,- were provided by - Prgect'a Lm Bidder, Tm y Rosa Cwtractkg, based upon the Preliminary Tako-oa Of Construction
Quantities prmded by wr Off aM subseq-tty rseissd 6128P24
F,1 a24m
Goat Breakd-h-REV_24-0626 xlsx
Developer
Qua ntit
Pota a Water
County
Total Cort
1
$ 4,800.00
1
$ 4,800.00
Tem ora Jum er
2
EA
4,800.00
9,600.00
2
Connect to Ex. 6" G.V.
3
EA
$ 2, 900.00
8,700.00
3
6"x4" Wet Ta w/ Ta in Valve &Sleeve
1
EA
$ 6,092.00
6,092.00
4
4" PVC Water Main w Testing& Chlorination See Note 1
770
LF
29.22
22 499.40
5
r81
6" PVC Water Main w Testing& Chlorination See Note 1
660
LF
37.70
24 882.00
6
Fire Hydrant Assembl
1
EA
9856.00 $
9856.00
7
6"x4" Restr. Reducer
1
EA
962.00
962.00
$ 9,620.00
4" Restr. 22.5° Bend
1
EA
764.00 S
764.00
9
4" Restr. 45' Bend
3
EA
$ 776.00
2,328.00
10
4" Restr. 90" Bend
2
EA
$ 792.00
1,584.00
11
6" Restr. 22.5° Bend
3
EA
$ 880.00
2,640.00
12
Sin le Water Service w/ Meter Box
5
EA
$ 2,405.00 $
12,02S.00
13
Double Water Service w Meter Boxes
6
EA
$ 3,815.00 $
22 890.00
14
Bacteriological Sample Points
4
EA
$ 2,800.00 $
11,200.00
$
1
Potable Water Subtotal $
136,022.40
Subtotal $ 49,514.50
Subpercentage
Restoration
$ 2,760.00
40.0%
$ 1,840.00
60.0%
$ 1,200.00
& Overla -1" Thick Min. SP 9.5
580
SY
5 62.40 $
36,192.00
$ 2,480.00
Remove & Replace (Open Cut) - Asphalt SP 12.S 2.5" Thick Min.
Old DixieRemove
18
SY
$ 315.00 $
5,670.00
F18Mill
& Replace (Open Cut) - Double Base Rock 20" Thick Min.
fl Old Dixie
18
SY
$ 370.00 $
6,660.00
$ 7,700.00
Remove & Replace (Open Cut) -Asphalt SP 9.5 2" Thick Min.
10th Avenue
45
SY
$ 315.00 $
14,175.00
19
Remove & Replace (Open Cut) - Double Base Rock 36" Thick Min.
10th Avenue
45
SY
$ 325.00 $
14,625.00
20
Remove & Replace (Open Cut) - Stabilized Subgrade 8" Think
Min. 7th PI & 7th St[BUDGET]
- 80
SY
$ 77.25 $
6,180.00
21Grassin
-Sod Bahia BUDGET
2100
SY
$ 3.85 $
8085.00
22
Stri in -6" Solid White Thermo[BUDGET]
1
LS
$ 1500.00 $
1,500.00
Restoration Subtotal $
91,587.00
General
23
Clearing/ Grubbing/ Tree Removal
1
LS
$ 4,600.00 $
4,600.00
24
Erosion & Sediment Control
1
LS
$ 2,000.00 $
2,000.00
25
Stake -Out/ As -Built Survey (Project Record Documents)
1
LS
$ 6,200.00 $
6,200.00
26
Maintenance of Traffic (See Note 6)
1
LS
$ 5,600.00 $
5,600.00
27
Mobilization
1
LS
$ 30,178.26 $
30,178.26
General Subtotal $
48,578.26
Construction Cost Total $
276,187.66
Consultant Services
28
JSurvey Base Map& Easement Descriptions
1
LS
$ 7,700.00 $
7,700.00
29
Civil Engineering Design, Permitting, & Construction Admin.
Services
1
LS
$ 21,000.00 $
21,000.00
Consultant Services Total $
28,700.00
Project Total $
304,887.66
NOTE. The -t and total costs lis I,- were provided by - Prgect'a Lm Bidder, Tm y Rosa Cwtractkg, based upon the Preliminary Tako-oa Of Construction
Quantities prmded by wr Off aM subseq-tty rseissd 6128P24
F,1 a24m
Goat Breakd-h-REV_24-0626 xlsx
Developer
Qua ntit
Developer(Total County (Quantity)
Cost
County
Total Cort
1
$ 4,800.00
1
$ 4,800.00
1
$ 2,900.00
2
5 5,800.00
1
$ 6,092.00
0
5
770
S 22,499.40
0
$
310
$ 11,687.00
350
$ 13,195.00
0
$
1
$ 9,856.00
1
$ 962.00
0
$
1
$ 764.00
0
$
3
$ 2,328.00
0
$
2
$ 1,584.00
0
$
0
$
3
$ 2,640.00
4
$ 9,620.00
1
$ 2,405.00
5
$ 19,075.00
1
$ 3,815.00
2
$ 5,600.00
2
$ 5,600.00
Subtotal $ 87,911.40
Subpercentage 64.6%
Subtotal $ 48,111.00
Subpercentage
290
$ 18,096.00
290
$ 18,096.00
0
$ -
18
$ 5,670.00
0
$ -
18
$ 6,660.00
23
$ 7,245.00
22
$ 6,930.00
23
$ 7,475.00
22
$ 7,150.00
60
$ 4,635.00
20
$ 1,545.00
1590
$ 6,121.50
510
$ 1,963.50
0
$
1
$ 1,500.00
Subtotal $ 43,572.50
Subpercentage 46.8%
Subtotal $ 49,514.50
Subpercentage
60.0%
$ 2,760.00
40.0%
$ 1,840.00
60.0%
$ 1,200.00
40.0%
$ 800.00
60.0%
$ 3,720.00
40.0%
$ 2,480.00
50.0%
$ 2,800.00
50.0%
$ 2,800.00
60.0%
$ 18,106.96
40.0%
$ 12,071.30
Subtotal $ 28,586.96
Constr. Total $ 160,070.86
Subpercentage 58.8%
Subtotal $ 19,991.30
Constr. Total $ 117,616.80
Subpercentage
100.0%
$ 7,700.00
0.0%
$
60.0%
$ 12,600.00
40.0%
$ 8,400.00
Consult. Total ($ 20,300.00
Subpercentage
Project TotalF-$ 180,370.86
Total Percentage
SubtotalL$ 136,022.40
Cuml. IRC%
Subtotal $ 93,087.00
C.Ml. IRC % 42.6%
Subtotal $ 48,578.26
Constr. Total $ 277,687.66
Cuml. IRC %F 42.4%
Consult. Total $ 81400.00 Consult. Total $ 28,700.00
Subpercentage 29.3% Cuml. IRC%
Project Total $ 126,016.80 Project ,Total $ 306,387.66
Total Percentage ;;` \�,F�rial^+I�tf4 �/ '' 41.1%
��•` y�'P'NN• U. &t 6atyd oa
I" Mit ,+
F
I.R. .S
AcceP ted
Insufficient 7144
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