HomeMy WebLinkAbout2006-125 AGREEMENT BETWEEN
INDIAN RIVER COUNTY, FLORIDA
AND
HALA A. SHALHOUB
(DR. SHALHOUB OFFICE BUILDING)
FOR THE CONSTRUCTION OF OFF-SITE UTILITIES
THIS AGREEMENT, by and between INDIAN RIVER COUNTY, a political subdivision of the
State of Florida, the address of which is 1840 25th Street, Vero Beach, Florida 32960 (known hereinafter
as the COUNTY") and, Hala A. Shalhoub, (which is the entity developing Dr. Shalhoub Office Building)
the address of which is 1302 River Reach Drive, Vero Beach, Florida 32967, (hereinafter the
DEVELOPER) is effective upon execution by the second of the two parties.
WHEREAS, the DEVELOPER, in conjunction with the construction improvements at Dr. Shalhoub
Office Building, is providing water and wastewater facilities to serve the subject property located at 13100 US
Highway 1 , Sebastian, Florida, and more specifically described in Exhibit "A" and as shown on Exhibit "C".
WHEREAS, pursuant to Section 918.05 , The Code of Indian River County (Ordinance 90- 16, as
amended), the COUNTY, requires the DEVELOPER to provide the utility improvements to serve the regional
area, and agrees to reimburse the DEVELOPER, as provided herein, for the cost of providing these 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. The COUNTY shall reimburse the DEVELOPER for constructing of
the off-site utilities as outlined below:
A. 8-inch Diameter Water Main along US 1 from Seacrest Plaza North, 1387 +/- LF :
The DEVELOPER shall furnish and install
1387 +/- LF of 8 -inch watermain plus a prorated portion of the costs for the US Hwy 1 watermain
crossing/interconnect under US Hwy 1 located south of Quality Health Care, Fountain Towers, LLC.
Reimbursement : Following the DEVELOPER ' S payment of Capacity Charges, the COUNTY shall
reimburse the DEVELOPER based on an itemized invoice of the installed material on a complete
basis after the above referenced facilities are dedicated to and accepted by the COUNTY. The funds
to reimburse the DEVELOPER shall derive from the connection charges of other properties that use
the constructed lines and facilities based on their share of the hydraulic capacity used.
Reimbursement shall be in the form of a check from the COUNTY, and shall not exceed the amount
of $ 76, 896 . 09 (See Exhibit `B")
2 . Amendment:
This Agreement may be modified only by a written instrument executed by all parties to the Agreement.
Attachment 1
F UTILITIES UTILITYENGINE ERING PROIFC IS UTILITY CONSTRUCTION PERMITS SEBAS TIAN - SHALLOTS WATER MAIN LS TENSION UCP cZyO $NAL HOUB FIN AL DE\'ELOPER S AGREEMCN I_
MARCH E]. 1006.DOC
3 . Assignability:
Either party may assign this Agreement. However, the rights granted herein shall run with the land and are
not the personal property of the DEVELOPER. Therefore, while the DEVELOPER has the right under
this Agreement to freely transfer the rights and obligations granted by this Agreement, the assignee shall
not have the right to transfer these rights to another property unless this Agreement is amended in writing
by the assignee and the COUNTY.
4. 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.
5. Biddint=_ and Award :
The DEVELOPER shall use the County ' s public competitive bid process for all off-site utilities to be
constructed under this Agreement, and Developer further agrees fully and timely to cooperate with the
COUNTY in the public competitive bidding of the construction of off-site utilities described in this
Agreement. The DEVELOPER shall timely provide the Indian River County Purchasing Division with
sufficient information, including, without limitation, the nature of the project, where the plans may be
purchased, the purchase price of the plans in an amount not to exceed One Hundred Dollars (S 100. 00), the
proposed date of bid opening, and all other necessary and required competitive bid details to ensure
sufficient public notice of the construction of off-site utilities described in this Agreement to enable the
COUNTY to post a notice on DemandStar. The DEVELOPER agrees that the Indian River County
Purchasing Division shall conduct the public competitive bid process for the construction of off-site
utilities described in this Agreement to obtain bona fide bids from licensed and qualified utility
contractors, and such bids to be publicly opened and read aloud. The DEVELOPER shall cause the
DEVELOPER' s consulting engineer to review the bids received by the Indian River County Purchasing
Division, and to make a written recommendation to the County' s Department of Utility Services for award
of the bid to a licensed and qualified utility contractor. The term "qualified" shall be as determined by the
County. The COUNTY ' s reimbursement of construction costs to the DEVELOPER shall be conditioned
upon the approval of all project costs by the County's Department of Utility Services. Bid proposals and
engineering costs related to the work described herein shall be subject to prior approval by County' s
Department of Utility Services. The DEVELOPER shall not commence work unless the County' s
Department of Utility Services provides written approval of the final construction cost and the final project
cost. The COUNTY may require redesign and/or re-bid if, in the COUNTY 's sole discretion, project costs
significantly exceed those contained in Exhibit `B . "
6. Captions:
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 to the Indian River County Utilities Department and Florida Department of
Environmental Protection (FDEP). 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 neuter, singular or plural, as the
identity of the party or parties may require.
9 . DEVELOPER 's Obligations :
The DEVELOPER shall prepare at its own expense, plans, specifications, Agreement, advertisement,
general conditions, hereinafter referred to as the "contract documents", for the lines and facilities necessary
FUTILITIES UTILITY - ENGINEERING PROJECTS - UTILITY CONSTRUCTION PERMITS SEBASTIAN - ST ALHOUB WATER MAIN EATEN SION UCP -1T0 SHALHOUB FINAL DEVELOPER'S AGREEMENT_
]IARCH 21. 1006 DOC
to deliver the water and wastewater utilities from the COUNTY ' S facilities. All plans and specifications
shall be subject to the COUNTY ' s approval prior to the DEVELOPER ' s application. The DEVELOPER
shall be responsible for all costs associated with the design, permitting and construction of the offsite
facilities (which includes but is not limited to transmission lines, valves , fittings, hydrants, meters, and
associated appurtenances) whether designed, permitted or constructed by the DEVELOPER or the
COUNTY .
The design, permitting, construction, operation and maintenance of all on-site water and wastewater
utilities which is on or solely dedicated to the DEVELOPER' s property (including but not limited to water
meter, transmission lines, pumps, valves, storage facilities, etc.) shall be the DEVELOPER' s responsibility
and expense. Construction of on-site water and wastewater utilities shall be subject to COUNTY review
and approval.
The DEVELOPER shall be deemed in possession of the potable water on the DEVELOPER ' s side of the
water meter, however the DEVELOPER shall not be deemed to own the water, and the transfer or sale of
water by the DEVELOPER is prohibited.
The DEVELOPER may not transfer or sell water or wastewater capacity to any party for use off-site of the
property.
10. Easements:
The DEVELOPER shall convey to the COUNTY a utility easement for the water and wastewater utilities
for the COUNTY to install, maintain, operate and monitor the water and wastewater utilities, within the
private right-of-way including, but not limited to, water lines, services, laterals, manholes, meters, lift
station, sewer, remote monitoring and related utility structures.
After the COUNTY ' S final inspection of the off-site water and wastewater facilities for conformance with
the approved plans and specifications, the DEVELOPER shall convey all the off-site facilities together
with an interest in land, as may be required by the COUNTY, to the COUNTY. The conveyance shall
include any of the following documents as may be required by the COUNTY , in a form acceptable to the
COUNTY:
a) Bill of Sale
b) Grants of Easements
c) Maintenance Bond
d) Record Drawings (hard copy and electronic format — AutoCAD rel . 14. 0 or higher)
11 . Entire Agreement
This Agreement embodies the entire agreement between the parties relative to the subject matter hereof,
and there is 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.
12. 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.
13 . Insurance and Indemnification :
The DEVELOPER shall ensure that, at least ten ( 10) days prior to the commencement of any 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 by the COUNTY 's risk
manager in an amount not less than $3 ,000 ,000 combined single limit for bodily injury and property
FJ1II TIESUTILITY - ENGMEERING PROJECTS � UTILITY CONSTRUCTION PERNITSSEBASTIAN - SH.LLHOUB WATER MAIN EXTENSION UCP ?Vi0 SHALHOUB FINAL DEV ELOPER S A6REENIENE_
TITRCH P. E W6.DOC
damage in accordance with the COUNTY ' s Administrative Policy Manual . The DEVELOPER shall
ensure that, at least ten ( 10) 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) days prior to the
commencement of any work the selected contractor and any subcontractor provides to the COUNTY a
certificate of worker ' s compensation insurance 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, from and against any and all claims for damages, costs, third party claims,
judgments, and expense to persons or property that may arise out of, or be occasioned by, any work
contemplated by this agreement, or from any act 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 for damage 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 sewer mains and/or
storm sewer 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 connection with any work
contemplated by this agreement, and DEVELOPER agrees to pay any judgment or judgments, including
attorney fees, that may be rendered against the COUNTY or against the COUNTY's officers, employees or
agents in connection therewith.
14. Letter of Credit :
The DEVELOPER acknowledges and agrees that time is of the essence in the performance of this
Agreement and that other developments are dependent on the timely completion of the off-site
improvements described in this Agreement. . Therefore, it is a condition of this Agreement the
DEVELOPER agrees to furnish to INDIAN RIVER COUNTY an Irrevocable Letter of Credit, drawn on a
reputable financial institution located within 200 miles of Vero Beach, Florida, in the amount of 100
percent of the total amount of the offsite utility bid, subject to COUNTY ' s approval , as security for the
faithful and timely performance of all of the Developer' s obligations under this Agreement. The
expiration date of the letter of credit shall be upon completion of project and acceptance by the COUNTY,
not to exceed two years from the date of issuance. The DEVELOPER and COUNTY agree that
construction of the utilities described in this Agreement must be complete within six months of the Notice
to Proceed, as issued by the COUNTY . If said construction is not complete within six months from the
Notice to Proceed date, as established by the COUNTY, then the COUNTY shall draw upon the
irrevocable letter of credit.
F UTILITIESUTILITY � ENGINEERING PROJECTS - UTILITY CONSTRUCTION PERMITS $E BASTI AN - SHALHOUB W AT ER MAIN E)TENSION UCP :2750 SHALHOUR FINAL DEVELOPER'S AGREEMENT
MARCH ]Z 1006 DOC
15. Maintenance Bond :
The DEVELOPER agrees to convey all right, title, and interest in the aforementioned utility improvements
to INDIAN RIVER COUNTY and provide a Maintenance Bond, subject to the COUNTY's approval,
issued by a reputable surety company authorized to do business in the State of Florida, for a period of one
year after the COUNTY's acceptance of the improvements . The value of the Maintenance Bond shall be
25 percent of the total construction value of the utility improvements. At the COUNTY's sole discretion,
the COUNTY may accept a Letter of Credit, drawn on a reputable financial institution located within 200
miles of Vero Beach, Florida, in lieu of a surety bond.
16. 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.
17. Permits:
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 this Agreement shall terminate and the parties shall have no further obligations to each other.
The DEVELOPER shall comply with reasonable request by the COUNTY concerning on-site operations
and maintenance 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.
18. Recording of Agreement
This Agreement may be recorded in the official records of Indian River County by the COUNTY. If
recorded, the obligations defined in this Agreement shall run with the land and shall bind subsequent
owners of the property for the term of this Agreement. The DEVELOPER shall pay for all recording cost.
19 . 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.
20. Term :
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
determines that the development project intended to be served by the improvements is suspended or
discontinued.
21 . Time of Essence:
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
F UTILITIES UTILITY � ENGINEERING PROJECTS - UTILITY CONSTRUCTION PERMITS SEBASTIAN - SHALHOUB WATER NUN EXTENSION UCP a505HALHOUB FINAL DEVELOPER E AGREEMENT
AIARCII U. 3006.DOC I - -
Florida, then, in such event, the time of such period shall be extended to the next day which is not a
Saturday, Sunday or legal holiday.
INWITNE WHEREOF, the COUNTY and the DEVELOPER have accepted, made, and executed this
Agreement follows :
DEVE OPER: Dr. ala Shalhoub
As gnature By:
AV/ yky �uS2r�j
Witness Printed Name
Title
Date: TIomI-
n`
b
Wi essSignature
U2/er, P. /J
. Lewy s
Witness Printed Name
BOARD OF COUNTY COMMISSIONERS
INDIAN RIVER COUNTY FLORIDA
Attest:
J. K. Barton, Clerk of the Circuit Court sif10j y
1%
_ sellJ
By; � � y: Arthur R. Neuber hanmatt� ee
Deputy to the Clerk ofthe Board BCC Approved: { c ` " a „ '
Date : �f 1s••
Approved by: 2 = + 4 n C
qc
phA. aird County Administrator
: /4
AMatri�an
s to Foi Legal Sufficiency:
ell, Asst. County Attorney
ae:
P\UTdI'f1ESVR UY ENGMF.E GIN ON..CTS - Ui ITYCONSTRUCTIONPERA9TS�SE TIAN - SW OMWATERMAWE NSIONUCPn75M5fOU HNN. DEVELOPERSAoR F.WM
MARCH 2], 21 DOC _
EXHIBIT A
LEGAL DESCRIPTION AND PLAT
WEST PARCEL
LOT 18 , JEANS UNIT INDIAN RIVER TWIN ESTATES . ACCORDING TO THE PLAT
THEREOF , AS RECORDED IN PLAT BOOK 8 , PAGE 31 OF THE PUBLIC RECORDS
OF INDIAN RIVER COUNTY, FLORIDA.
EAST PARCEL
THAT PART OF LOT 19 . LYING EAST OF STATE ROAD 5/US HIGHWAY NO . 1 , OF
" PLAT OF WAUREGAN ON FLEMING GRANT" SUBDIVISION AS RECORDED IN
PLAT BOOK 1 , PAGE 75 , PUBLIC RECORDS OF BREVARD COUNTY, FLORIDA,
AND RE-FILED IN THE OFFICE OF THE CLERK OF THE CIRCUIT COURT OF ST .
LUCIE COUNTY, FLORIDA, AS SHOWN IN PLAT BOOK 1 PAGES 178 AND 179 .
SAID LANDS NOW SITUATE IN INDIAN RIVER COUNTY, FLORIDA.
P3UTII IOES UTILITY - ENITINPERINGPRO]ECTS - UTILITYCOASTRUCIION PERMITS $RIlAS'TIAN - SHALHOUB NATER MAIN EXTENSION UCP a2M0 SHALHOUB FINAL OEYPOLLEE AORERMENT
MARC I I ➢, 20OiDOC
EXHIBIT B
CONSTRUCTION COST ESTIMATE
Project Name : DR. SHALHOUB OFFICE BUILDING
Item QuahtI UnkPrke -Per - Amounf
A. Cost for Existing Crossing Improvements
Total Cost For South Crossing on US 1 1 Is $20, 685. 07
SUBTOTAL A. $20 ,685.07
B. Costs for ProposedWImprovementsrossinClearin & Grubbin1 $2 ,800. 00 Is $2,800 .00
Mobilization1 $5,000 .00 Is $5, 000 .00
Traffic Control1 $5,000. 00 Is $5,000 . 00
8-inch Water Main PVC1144 $2000 If $22 ,880 .00
F. H . Assemblies1 $2 , 500.00 ea $2,500. 00
Misc. Fittin s1 $ 10 ,000. 00 Is $ 10 ,000 . 00
2-inch Blowoff Assembly 1 $ 1 ,000 .00 ea $ 1 ,000.00
8-inch HDPE C906-90 Direction Drill Bores 140 $80. 00 If $ 11 ,200. 00
8-inch Gate Valve 2 $800 .00 ea $ 1 , 600.00
Subtotal $61 ,980 .00
Conti enc 10% $6, 198 . 00
SUBTOTAL B . $68, 178.00
C. Services, Permitting & Administrative Costs
Engineering/Design 1 $ 15,000.00 Is $ 151000 .00
Surveying 1 $8,000 .00 Is $8, 000.00
Permitting 1 $ 1 ,000. 00 Is $ 1 ,000 . 00
Construction Services 1 $2, 000 .00 Is $21000 .00
Bid Award 1 $ 12000.00 Is $ 1 , 000.00
Administrative Services 1 $2, 000 .00 Is $21000 .00
SUBTOTAL C. $291J000.00
'ro . North Crossing Improvements 103
8-inch HDPE C906-90 Direction Drill Bore 103 $80 .00 If $8, 240. 00
8-inch Gate Valve 2 $800 .00 If $ 1 ,600 .00
SUBTOTAL D. $9,840.00
Developer's Cost Share for Existing/Proposed
fm rovements 315 If of frontage on US Hw 1
A = 315 If / 2325 If * Subtotal A. _ $2,802 .49
B = 315 If / 1284 If * Subtotal B . _ $ 16 , 725.91
C= Subtotal C-$ 15,604 $78 ,018 * 20% _ $ 13, 396. 00
Total Share of Improvement Costs for
Developer = A+B+C= $329924.40
County's Cost Share for Proposed
Improvements
D= 1284-315 If / 1284 If * Subtotal B . _ $51 ,452 .09
E= Subtotal C - C = $ 15, 604. 00
F= North Crossing Improvements = Subtotal D . _ $91840 .00
Total Share of Improvement Costs for County
= D+E+F = $76,896.09
FUTILITIES UTILIFFN RNGIHFMI PROJECTS . UTILITI' CON STRIICTION PER M ITS SBBM'TI.EN . SHALHI W ATER MAIN EXTENSION JCP =PS0.SHALHOOB FIN.1LOGCPLOPER'S ACRFSR1 ENT
PIARCH 27. 2006 OOC
EXHIBIT C
WATER DISTRIBUTION SYSTEM
ti � oioo 0 00
,o
oaP ov. po)p
4650 If from 9 ° p� °°° °a o°
South °°oo°i° a„po°o ° o °Oo
Crossing to opoa
Roseland Rd. cO4Opp n '
�e , yy , tn"P
lore
10
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103 If 9,00po°'
is
Proposed b m 00001.1 1041 If Existing 8"
> \.om a-ino°,' 969 If Proposed 8"
DR.
G\ Crossing SHALHOUB'S ° 315 If Proposed 8"
s .q ° - 3 �A ' OFFICE = Total length = 2325 If
315 if ° it, �O from North Crossing to
0°O
South Crossing
23251f froProposed
9j. ao I !IAN aIV
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ERO i 0000°a°., ^
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North �' y
A
Crossing to � i : � �'a '0 3$ so `m ,"
Roseland Rd.
> zo SEACREST $ O°°°o0 °0°°969 If '
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Proposed
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