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HomeMy WebLinkAbout2005-347 AGREEMENT BETWEEN INDIAN RIVER COUNTY, FLORIDA AND SCHOOL DISTRICT OF INDIAN RIVER COUNTY 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 (hereinafter the " COUNTY") and SCHOOL DISTRICT OF INDIAN RIVER COUNTY , the address of which is 1990 25TH Street, Vero Beach, Fl 32960 (hereinafter the SDIRC) is effective upon execution by the second of the two parties . WHEREAS , the SDIRC, in conjunction with the construction of a new K-5 school (New Liberty Magnet) at 6650 815` Street (west of 66"' Avenue) in Indian River County, is providing a 16 -inch master planned water transmission main from CR 510 to 77"' Street to be located within 66`h Avenue right-of- way, and a 24-inch master planned water transmission main from 66`h Avenue to the vicinity of the Indian River County Humane Society facility to be located within 77`h Street right-of-way to serve the subject property located at 6650 815` Street, and more specifically described in Exhibit "A" ; and WHEREAS , pursuant to Section 20 1 . 11 , , The Code of Indian River County , the COUNTY requires the SDIRC to provide the utility improvements to serve the regional area, and the COUNTY agrees to coordinate the refund to the SDIRC , 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 SDIRC agree as follows : 1 . OFF-SITE UTILITIES : The SDIRC shall construct the necessary off-site utilities described herein as directed by the Indian River County Utilities Department . The COUNTY shall refund the SDIRC for construction of the off-site utilities as outlined below : A . 16-inch and 24 -inch Diameter Master Planned Water Transmission Mains : The SDIRC shall furnish and install approximately 5 , 220+ LF of 16 inch master planned water main on 660 Avenue from CR 510 to 77"' Street, and approximately 2 , 210± LF of 24 -inch master planned water main on 77`h Street from 66`h Avenue to the Indian River County Humane Society, as shown on the attached Exhibit D ( Sheets D- 1 through D-3 ) . In addition, the SDIRC shall furnish and install approximately 1 , 755 ± LF of 8 -inch non-master planned water main from 66`h Avenue down 815` Street and into the school site . Reimbursement : The COUNTY shall refund to the SDIRC funds advanced by SDIRC to construct the master planned water mains . The refund shall be based on the difference in cost between the cost for constructing water facilities required to solely service the school ' s water demand and the cost to construct the master planned water mains . The cost to each party is reflected in Exhibits B & C . Payment of the refund to the SDIRC by the County shall be made at the time the above referenced utilities are dedicated to and accepted by the County . Compensation shall be in the form of a check from the County for the amount of $ 565 , 636 . 00 Page 1 of 9 (Reference Exhibits B & Q . 2 . Amendment : This Agreement may be modified only by a written instrument executed by all parties to the Agreement . 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 SDIRC . Therefore, while the SDIRC 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 . Bidding and Award : The SDIRC ' s Construction Manager ( Proctor Construction Company) has accepted bids for all off- site utilities to be constructed under this Agreement, and has contracted the work with the winning bidder ( Danella Construction Corp ) . 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 SDIRC has completed final construction drawings and has obtained a Utilities Construction Permit from the Indian River County Utilities Department and Florida Department of Environmental Protection (FDEP) . 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 . SDIRC ' s Obligations : The design, permitting, construction, operation and maintenance of all on-site water and wastewater utilities which is on or solely dedicated to the SDIRC ' s property (including but not limited to water meter, transmission lines, pumps, valves, storage facilities, etc . ) shall be the SDIRC ' s responsibility and expense . Construction of on-site water and wastewater utilities have been reviewed and approved by the COUNTY. The SDIRC shall be deemed in possession of the potable water on the SDIRC ' s side of the water meter, however the SDIRC shall not be deemed to own the water and the transfer or sale of water by the SDIRC is prohibited . The SDIRC may not transfer or sell water or wastewater capacity to any party for use off-site of the property. 10 . Easements : The SDIRC 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 . Page 2 of 9 After the COUNTY ' S final inspection of the off-site water and wastewater facilities for conformance with the approved plans and specifications, the SDIRC 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 fort — AutoCAD rel . 14 . 0) 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 SDIRC 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 damage in accordance with the COUNTY ' s Administrative Policy Manual . The SDIRC 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 SDIRC 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 SDIRC 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 . Solely to the extent permitted by Florida law, and in no event greater than the limits set forth in F . S . section 768 . 28 , SDIRC 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 or any representative, agent, or client, and/or employee of SDIRC , and SDIRC shall indemnify the COUNTY against any such claims and any judgments that may be entered in connection therewith, including attorney fees . SDIRC 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. SDIRC 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, Page 3 of 9 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 SDIRC , 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. 14 . Maintenance Security : The SDIRC 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; or (b) Letter of Credit, in the County ' s standard form, drawn and payable by a financial institution located within Florida . The value of the maintenance security shall be twenty-five percent (25 %) of the total construction value of the utility improvements as certified by the SDIRC ' s licensed engineer and approved in writing by the County. 15 . 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 . 16 . Permits : The SDIRC 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 SDIRC 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. 17 . 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 SDIRC shall pay for all recording cost . 18 . 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 . Page 4 of 9 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 . 19 . 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 . 20 . 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 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 . IN WITNESS WHEREOF, the COUNTY and the SDIRC have accepted, made , and executed this Agreement as follows : SCHOOL DISTRICT OF INDIAN RIVER COUNTY WiLk7 anati. re By : C4 401" WILLTAM HUCzHES4 CHAIRMAN Dr. Dan McIn , re Witness Printed Name Authorized Signature Title : Assistant Superintendent for Planning & Operations THOMAS Rm MAHER , STIAFRTNTENnENT Date : Witness ature Witness Printed Name STATE OF FLORIDA COUNTY OF INDIAN RIVER The foregoing instrument was acknowledged before me this _day of Or ,- ti , 2005 , by h4i11'I1 io h4r a— Q tl< nL . loIrinlr4 who is personally known to me or who has produced U as identification . 4NoPub ' c Name : Aatic 12 Commission # Expiration Date oma*' Jennifer cappelen • My Commission DDI 33083 Nor x0i Expires July 10, 2006 page 5 of 9 ATTEST : BOARD OF COUNTY COMMISSIONERS J. K. Barton, Clerk of Circuit Court INDIAN RIVER COUNTY, FLORIDA BB,,\ •• I� � J ( ,� r � Y C. c�— c Deputy Thomas S . Lowther Date : llv' : • � , BCC Approved : Octob r 11 , 2 (105 Approved as to Form and Legal Sufficiency Ile ounty Attorney Approved : Joseph A. Baird County Administrator Page 6 of 9 EXHIBIT A PROPERTY TAX ID NUMBER 31 -39-31 -00000- 1000-00001 . 7 Agriculture land LEGAL DESCRIPTION : THE WEST 332 . 65 FEET OF THE EAST ONE- HALF ( 1 /2 ) AND THE EAST 392 . 35 FEET OF THE WEST ONE HALF ( 1 /2 ) OF THE FOLLOWING DESCRIBED PARCEL : THE SOUTH ONE- HALF ( 1 /2 ) OF THE NORTHEAST ONE-QUARTER ( 1 /4 ) OF SECTION 31 , TOWNSHIP 31 SOUTH , RANGE 39 EAST ; LESS AND EXCEPTING THE NORTH 50 FEET FOR SEBASTIAN RIVER WATER CONTROL DISTRICTS SUB- LATERAL R 13 E CANAL RIGHT-OF-WAY AND THE SOUTH 13 FEET FOR 81ST STREET (AN EXISTING COUNTY IMPROVED AND MAINTAINED ROADWAY) . AND ALSO THE NORTH 137 FEET OF THE SOUTH 150 FEET OF THE EAST ONE- HALF ( 1 /2 ) OF THE SOUTH ONE- HALF ( 1 /2 ) OF THE NORTHEAST ONE-QUARTER ( 1 /4 ) OF SECTION 31 , TOWNSHIP 31 SOUTH , RANGE 39 EAST ; LESS AND EXCEPTING THE WEST 332 . 65 FEET AND THE EAST 25 . 00 FEET THEREOF . ALL OF THE ABOVE DESCRIBED PARCEL LYING AND BEING IN INDIAN RIVER COUNTY , FLORIDA. CONTAINING 24 . 20 ACRES , MORE OR LESS . Subject to right-of-way for 81 st Street EXHIBIT B ESTIMATED COST OF IMPROVEMENTS Master Planned Water Transmission Main Item Description Estimated Unit of Measure Unit Price Total Price Quantity 1 16-inch PVC 5220 LF 51 . 00 $2661220 . 00 2 16-inch HDPE Bore 80 LF146 . 00 l 1 , 680 . 00 3 24-inch PVC 2210 LF 108 . 00 2381680 . 00 4 16 " MJ 45 Bend 5 EA 835 . 00 4 , 175 . 00 5 16 "x 6" MJ Tee 4 EA 1 , 890 . 00 7 , 560 . 00 6 16 " RS Gate Valve 2 EA 3 , 950 . 00 75900 . 00 7 16"x 8 " MJ Cross 1 EA 2 , 165 . 00 2 , 165 . 00 8 16"x 16" TS & TV 1 EA 91715 . 00 9 , 715 . 00 9 24 "x 16" MJ Tee 1 EA 4 , 385 . 00 4 , 385 . 00 10 24"x 6" MJ Tee 2 EA 2 , 360 . 00 45720 . 00 11 24" MJ Cap 2 EA 19077 . 00 23154 . 00 12 24 " MJ 45 Bend 2 EA 2 , 285 . 00 49570 . 00 13 24 "x 8 " MJ Tee 1 EA 3 , 165 . 00 3 , 165 . 00 14 Fire Hydrant Assembly 6 EA 2 , 630 . 00 15 , 780 . 00 15 Mobilization 1 LS775170 . 00 773170 . 00 16 Maintenance of Traffic 1 LS 71325 . 00 73325 . 00 17 Record Drawings 1 LS 31 , 700 . 00 315700 . 00 18 Bonding 1 LS 65990 . 00 6 , 990 . 00 19 Sod 1290 SY 5 . 50 79095 . 00 20 Seed & Mulch 6440 SY 1 . 55 95982 . 00 Subtotal 7231131 . 00 Design & Permitting 6 . 3 % 45 , 557 . 00 Ins ection 2 . 6% 181801 . 00 Total Improvement Cost $ 787 ,489 . 00 Note : Onlv work relative to master planned water main from CR510 south on 66t' Avenue thence east on 77" ' Street, is considered in estimate. Estimate does not include improvements from 66 Avenue west on 815t Street and thence onsite. e EXHIBIT C ESTIMATED COST OF SDIRC SHARE Based On 8" Water Transmission Main to Service School Only Item Description Estimated Unit of Measure Unit Price Total Price Quantity 1 8 -inch PVC 2590 LF 28 . 00 $ 72 , 520 . 00 2 8 -inch HDPE Bore 80 LF 136 . 00 1000 . 00 3 8 " MJ 45 Bend 2 EA 240 . 00 480 . 00 4 8 "x 6" MJ Tee 2 EA 410 . 00 820 . 00 5 8 " RS Gate Valve 2 EA 1 , 615 . 00 33230 . 00 6 8 "x 8 " MJ Cross 1 EA 625 . 00 625 . 00 15 Mobilization 1 LS 695275 . 00 695275 . 00 16 Maintenance of Traffic 1 LS 55230 . 00 55230 . 00 17 Record Drawings 1 LS 221200 . 00 22 ,200 . 00 18 Bonding 1 LS 25780 . 00 2 , 780 . 00 19 Sod 852 SY 5 . 50 45686 . 00 20 Seed & Mulch 4260 SY 1 . 55 65603 . 00 Subtotal 1995329 . 00 Design & Permitting 7 . 7% 151348 . 00 Inspection 3 . 6% 71176 . 00 Total Improvement Cost $221 , 853 . 00 Note : Only work relative to master planned water main route from CR510 south on 66th Avenue to 81st Street is considered in estimate. Estimate does not include improvements from 66 MAvenue west on 81g Street and thence onsite. Master Planned Water Main Cost $ 7875489 . 00 SDIRC Share $221 , 853 . 00 Indian River County Utilities Share $565 , 636 . 00