HomeMy WebLinkAbout07.b EDB Subordination of Utility Interest Agreement CR 315 EXECUTIVE SUMMARY
AGENDA ITEM:
Request for consideration and approval of the Subordination of Utility Interests Agreement to
accommodate Clay County's (County)bonded transportation project for the roadway
improvements for County Road 315 (CR 315) and Cathedral Oaks Parkway in Green Cove
Springs.
Date: March 28, 2024
BACKGROUND:
CCUA staff requests Board approval of the Subordination of Utility Interests Agreement with the
County associated with the CR 315 and Cathedral Oaks Parkway project and as agreed to in the
Interlocal Agreement 2023/2024-38, dated November 14, 2023.
At the March 16, 2023, Board meeting, the Board of Supervisors approved entering into an
Interlocal Agreement between the County and CCUA for the roadway and utility work associated
with their Bonded Transportation Program (Project No. 6B): CR 315 and Cathedral Oak Parkway.
Under the Interlocal Agreement, CCUA has an obligation to subordinate a portion of our current
easement in two locations along County Road 315 to address conflicts with CCUA's existing utilities
and the County's roadway improvement. The locations determined necessary for the roadway are
depicted in the attached site location map.
The subordination will affect CCUA's easement rights acquired in existing recorded easement
agreements; however, CCUA's interests will remain protected under this subordination agreement
to construct,operate, and maintain the infrastructure in accordance with the Interlocal Agreement.
If a pipe repair should be necessary under the roadway in these two locations, the County shall
provide the repair cost for the roadway and traffic movement,with CCUA being solely responsible
for the cost of the pipe repairs.
RECOMMENDATION:
Staff respectfully recommends that the Board of Supervisors approve the Subordination of Utility
Interests.
ATTACHMENTS:
Clay County Subordination of Utility Interests Agreement
Interlocal Agreement 2023/2024-38
Site Location Map
//MB (Author)
//AA, PS(Review)
//PS(Final)
This instrument prepared by and return to:
Clay County Attorney's Office
Post Office Box 1366
Green Cove Springs, Florida 32043
SUBORDINATION OF UTILITY INTERESTS AGREEMENT
THIS AGREEMENT, entered into this day of March, 2024, by and between Clay
County, a political subdivision of the State of Florida, 477 Houston Street, Green Cove Springs,
Florida 32043 (County), and Clay County Utility Authority, an independent special district and
political subdivision of the State of Florida, existing and created under Chapter 94-491, Laws of
Florida, Special Acts of 1994, 3176 Old Jennings Road, Middleburg, Florida 32068 (CCUA).
WHEREAS, CCUA presently has an interest in certain lands, as provided by a Grant of
Easement as recorded in OR Book 3981, Page 1558 of the Clay County Public Records, a portion
of which have been determined necessary for roadway purposes as part of the County's Bonded
Transportation Program in order to provide improvements for CR315; and
WHEREAS, the proposed use of these lands for roadway purposes will require
subordination of a portion of the interest claimed in such lands by CCUA to the County, such
portion is particularly described in Exhibit A attached hereto; and
WHEREAS, the County and CCUA have entered into an Interlocal Agreement (Clay
County Agreement/Contract No. 2023/2024-38)to address conflicts between CCUA's utilities and
the County's roadway improvements (Interlocal Agreement), a copy of which is attached hereto
as Exhibit B; and
WHEREAS, the Interlocal Agreement provides in Article 4, Paragraph A that at Location
1, CCUA shall subordinate approximately 20' X 130' of its existing easement to the County as
identified in the Location#1 Map attached thereto; and
WHEREAS, the Interlocal Agreement further provides in Article 4, Paragraph B that at
Location 2, CCUA shall subordinate its current easement along the southside of the CR315
alignment from station 1035+40 to station 1042+50 to the County as identified in the Location#2
Map attached thereto; and
WHEREAS, CCUA desires to fulfill its obligation under the parties Interlocal Agreement
and provide for subordination of CCUA's interests at Location 1 and Location 2.
NOW, THEREFORE,in consideration of the mutual covenants and promises of the parties
hereto, and for other good and valuable consideration, the legal sufficiency of which is admitted
by the parties, the County and CCUA agree as follows:
1. CCUA, its successors and assigns, hereby subordinates any and all of CCUA's interest in
the real property described in attached Exhibit A to the interest of the County, and its successors
and assigns.
2. CCUA, its successors and assigns, shall have the right to construct repairs on, within, and
upon the lands described in attached Exhibit A in accordance with the parties' Interlocal
Agreement.
3. Amendments. Any changes in the provisions of this Agreement which are agreed to by the
Parties shall be made by formal written amendment signed by both Parties.
4. Indemnity.
A. Subject to and within the provisions of Section 768.28, Florida Statutes, CCUA
shall fully defend, protect, indemnify and hold harmless the County and all of its respective
principals, employees, officers, agents, servants and contractors (collectively, the Indemnitees),
from and against any and all 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 contractor and persons employed or utilized by it in the performance
of the utility work. In light of CCUA being a governmental entity, nothing herein is intended to
serve as a waiver of CCUA's sovereign immunity protections nor does it extend CCUA's liability
beyond the limits established in Section 768.28,Florida Statutes. Notwithstanding anything stated
to the contrary in the Agreement, CCUA's obligation to compensate or indemnify is limited and
shall not exceed the limits set forth in Section 768.28, Florida Statutes, as it may be amended from
time to time.
B. Subject to and within the provisions of Section 768.28, Florida Statutes,the County
shall fully defend,protect, indemnify and hold harmless CCUA and all of its respective principals,
employees, officers, agents, servants and contractors (collectively, the Indemnitees), from and
against any and all 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 contractor and persons employed or utilized by it in the performance of the road
work. In light of the County being a governmental entity, nothing herein is intended to serve as a
waiver of the County's sovereign immunity protections nor does it extend the County's liability
beyond the limits established in Section 768.28,Florida Statutes. Notwithstanding anything stated
to the contrary in the Agreement, the County's obligation to compensate or indemnify is limited
and shall not exceed the limits set forth in Section 768.28, Florida Statutes, as it may be amended
from time to time.
C. The provisions of this Paragraph shall survive any termination of this Agreement.
5. Further Assurances. Each of the Parties shall cooperate with one another, shall do and
perform such actions and things, and shall execute and deliver such agreements, documents and
instruments, as may be reasonable and necessary to effectuate the purposes and intents of this
Agreement.
6. Waiver. Failure or delay by either Party to exercise a right or power under this Agreement
will not be a waiver of the right or power. For a waiver of a right or power to be effective, it must
2
be in a writing signed by the waiving Party. An effective waiver of a right or power will not be
construed as either a future or continuing waiver of that same right or power, or the waiver of any
other right or power.
7. Severability. Any provisions of this Agreement which are prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.
8. Electronic Signature. The Parties agree to utilize electronic signatures and that the digital
signatures of the Parties set forth below are intended to authenticate this Agreement and have the
same force and effect as manual written signatures. Each person signing on behalf of the Parties
represents and warrants that he/she has full authority to execute this Agreement on behalf of such
party and that the Agreement will constitute a legal and binding obligation of such party.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date
set forth above.
CLAY COUNTY
By:
Jim Renninger, Its Chairman
ATTEST:
Tara S. Green
Clay County Clerk of Court and Comptroller
Ex Officio Clerk to the Board
3
SIGNED, SEALED AND
DELIVERED IN OUR PRESENCE:
CLAY COUNTY UTILITY AUTHORITY
By:
Print name: Print Name:
Address: Title:
Print name:
Address:
STATE OF FLORIDA
COUNTY OF CLAY
THE FOREGOING INSTRUMENT was acknowledged before me by means of ( ) physical
presence or ( ) online notarization, this day of , 2024, by
of Clay County Utility Authority, acting on
behalf of Clay County Utility Authority, who is ( ) personally known to me or ( ) who has
produced as identification.
(Notary Seal) Notary Public
Print Name:
My Commission Expires:
F:\Contract\ccua\County and CCUA Subordination Agreement CR 315 and Cathedral Oak Parkway Utility Conflicts-03.13.24.docx
4
EXHIBIT A
PARCEL A
A PORTION OF WILLOW SPRINGS PHASE 2 TRACT"A"REPLAT;PLAT BOOK 67 PAGE 21,LYING IN
SECTION 32,TOWNSHIP 5 SOUTH,RANGE 26 EAST,CLAY COUNTY,FLORIDA BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF THE PLAT OF WILLOW SPRINGS PHASE 2 TRACT"A"
REPLAT PLAT BOOK 67 PAGE 21 AND THE EASTERLY EXISTING RIGHT OF WAY LINE OF COUNTY
ROAD NO. 315(AN 80-FOOT RIGHT OF WAY PER STATE OF FLORIDA DEPARTMENT OF
TRASNPORTATION RIGHT OF WAY MAPS, SECTION 71507-2601);THENCE NORTH 01°47'05"EAST
ALONG SAID RIGHT OF WAY A DISTANCE OF 137.26 FEET TO THE NORTH LINE OF SAID PLAT;
THENCE SOUTH 33°06'33"EAST ALONG SAID NORTH LINE A DISTANCE OF 8.70 FEET;THENCE
NORTH 88°39'34"EAST TO THE EAST LINE OF CCUA EASEMENT AS PER OFFICIAL RECORD BOOK
3981 PAGE 1558 A DISTANCE OF 15.03 FEET;THENCE SOUTH 01°46'59"WEST ALONG SAID EAST
LINE EASEMENT A DISTANCE OF 129.84 FEET TO THE SOUTH LINE OF SAID PLAT;THENCE SOUTH
88°39'34"WEST ALONG SAID SOUTH LINE A DISTANCE OF 20.02 FEET TO THE POINT OF
BEGINNING.
PARCEL B
A PORTION OF WILLOW SPRINGS PHASE 2 TRACT"A"REPLAT;PLAT BOOK 67 PAGE 21,LYING IN
SECTION 32,TOWNSHIP 5 SOUTH,RANGE 26 EAST,CLAY COUNTY,FLORIDA BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCE AT THE NORTHEAST CORNER OF THE PLAT OF WILLOW SPRINGS PHASE 2 TRACT"A"
REPLAT,PLAT BOOK 67 PAGE 21 AND THE SOUTHERLY EXISTING RIGHT OF WAY LINE OF
COUNTY ROAD NO. 315(AN 80-FOOT RIGHT OF WAY PER STATE OF FLORIDA DEPARTMENT OF
TRASNPORTATION RIGHT OF WAY MAPS, SECTION 71507-2601);THENCE SOUTH 00°26'32"EAST
DEPARTING SAID RIGHT OF WAY AND TO THE NORTH LINE OF CCUA EASEMENT AS PER OFFICIAL
RECORD BOOK 3981 PAGE 1558 A DISTANCE OF 20.00 FEET TO THE POINT OF BEGINNING;THENCE
CONTINUE SOUTH 00°26'32"A DISTANCE OF 15.02 FEET;THENCE SOUTH 89°32'45"WEST
DEPARTING SAID EAST LINE A DISTANCE OF 28.69 FEET TO A TANGENT CURVE CONCAVE SOUTH,
HAVING A RADIUS OF 903.00 FEET;THENCE THROUGH AN ANGLE OF 06°00'33",AN ARC DISTANCE
OF 94.71 FEET AND A CHORD BEARING AND DISTANCE OF SOUTH 86°32'28"WEST,94.66 FEET TO A
NON-TANGENT LINE AND THE SOUTH LINE OF SAID EASEMENT;THENCE SOUTH 89°33'28"WEST
ALONG THE SOUTH LINE OF SAID EASEMENT A DISTANCE OF 551.02 FEET TO THE WESTERLY LINE
OF SAID PLAT AND A NON-TANGENT CURVE CONCAVE WEST,HAVING A RADIUS OF 234.50 FEET;
THENCE THROUGH AN ANGLE OF 08°33'39",AN ARC DISTANCE OF 35.04 FEET AND A CHORD
BEARING AND DISTANCE OF NORTH 55°35'02"WEST,35.01 FEET TO A NON-TANGENT LINE AND
THE NORTH LINE OF SAID EASEMENT;THENCE NORTH 89°33'28"EAST ALONG THE SAID NORTH
LINE OF EASEMENT A DISTANCE OF 702.97 FEET TO THE POINT OF BEGINNING.
5
EXHIBIT B
Interlocal Agreement
Clay County Agreement/Contract No. 2023/2024 - 38
6
Clay County Agreement/Contract No. 2022/2023- 214
INTERLOCAL AGREEMENT
Between Clay County and The Clay County Utility Authority
Re: Road Work and Utility Work for the Improvement of a Portion of CR 315
THIS INTERLOCAL AGREEMENT is entered into between Clay County, a political
subdivision of the State of Florida (the County), and the Clay County Utility Authority (CCUA).
WHEREAS, the County is currently engaged in the design and construction of road work
improvements for a portion of County Road 315 in Clay County, Florida (the Road Work); and
WHEREAS,CCUA desires to perform utility work improvement and relocation within the
County right of way and CCUA utility easements adjacent to the road work improvements (the
Utility Work); and
WHEREAS, CCUA desires to coordinate with the County in order that one design firm
and one construction contractor may be retained to facilitate the design and construction of both
the Road Work and the Utility Work, collectively referred to as the Project; and
WHEREAS, CCUA desires to cooperate with the County so that the services of one
Construction Engineering Inspection (CEI) firm may be utilized for the Project; and
WHEREAS, the County agrees to accommodate CCUA in this regard so that CCUA may
take advantage of the cost savings available when the Utility Work may be done at the same time
as the Road Work; and
WHEREAS,the County will benefit by having CCUA perform its Utility Work at the same
time as the Road Work in that the integrity of the road surface may be maintained and not cut by
a later utility installation; and
WHEREAS, CCUA agrees to pay all costs associated with the incorporation of the Utility
Work into the County's contracts for the design and construction of the Road Work so that all the
Project work may be completed as an integrated whole; and
WHEREAS, the Parties acknowledge that while the joint installation of the Road Work
and the Utility Work benefits both parties,the Utility Work is not a County project and the County
accommodation to CCUA in adding the Utility Work to the Road Work is done in the interest of
efficiency and the preservation of public resources of both governmental entities; and
WHEREAS,the Parties acknowledge that it is the intention of this Agreement that all costs
associated with and attributable to the Utility Work be paid for entirely by CCUA, except for
shared costs as provided for in Articles 3.C. and 4.0 below; and
WHEREAS, the County and CCUA desire to establish their respective rights and
responsibilities with respect to the Project.
NOW THEREFORE, in consideration of the foregoing recitals, the mutual covenants and
conditions contained herein, and for other good and valuable consideration, the legal sufficiency
of which is admitted by the Parties, the Parties agree as follows:
ARTICLE 1. Authority, General Responsibilities, and Condition Precedent.
This Agreement is entered into pursuant to the provisions of Section 163.01, Florida
Statutes, commonly known as the "Florida Interlocal Cooperation Act of 1969", hereinafter
referred to as the Act,and all applicable portions of the Act are made a part hereof and incorporated
herein as if set forth at length herein, including, but not limited to the following specific provisions:
A. All of the privileges and immunities and limitations from liability,exemptions from
laws,ordinances and rules, and all pensions and relief,disability, workers'compensation and other
benefits which apply to the activity of officers, agents, or employees of the Parties hereto when
performing their respective functions within their respective territorial limits for their respective
agencies, shall apply to the same degree and extent to the performance of such functions and duties
of such officers, agents or employees extra-territorially under the provisions of this Agreement.
B. This Agreement does not and shall not be deemed to relieve any of the Parties
hereto of any of their respective obligations or responsibilities imposed upon them by law except
to the extent of the actual and timely performance of those obligations or responsibilities by one
or more of the Parties to this Agreement, in which case performance provided hereunder may be
offered in satisfaction of the obligation or responsibility.
C. As a condition precedent to its effectiveness, and pursuant to Section 163.01(11),
Florida Statutes, this Agreement and any subsequent amendments hereto shall be filed with the
Clerk of the Circuit Court of Clay County.
D. This Agreement shall be construed under the laws of the state of Florida, and venue
for any actions arising out of this Agreement shall lie in Clay County. If any provision hereof is
in conflict with any applicable statute or rule or is otherwise unenforceable, then such provision
shall be deemed null and void to the extent of such conflict and shall be deemed severable, but
shall not invalidate any other provision of this Agreement.
ARTICLE 2. The Project.
The construction of the Road Work and the Utility Work within the CR 315 right of way
and CCUA easements from Maryland Avenue to US 17, being approximately 1.1 miles, and
known as CMAR Group #2, Project No. 6A.
2
ARTICLE 3. Obligations of the County.
A. The County has contracted with Jacobs Engineering Group, Inc. (Consultant) for
design services necessary to develop the plan and specifications necessary to construct the Road
Work.The County agrees at CCUA's request to seek an amendment to the County's contract with
Consultant to include design services necessary to develop the plan and specifications necessary
to construct the Utility Work. If CCUA determines not to proceed with Consultant's design
services, CCUA shall provide an executed utility contingency work schedule to the County at the
time CCUA provides notice of its intention to proceed with separate design services.
B. The County will enter into a contract for the construction of the Road Work. The
County agrees at CCUA's request to either include the construction services necessary to construct
the Utility Work or to seek an amendment to the County's construction contract to include the
construction of the Utility Work. The construction contract or amendment thereto shall require the
contractor to provide a single insurance policy and bond to protect the Project and to secure the
payment and performance of both the Road Work and the Utility Work and to provide that the
payment and performance bonds submitted by the contractor be assignable to CCUA in the event
it is necessary to pursue the bonds for defective Utility Work. The construction contract or
amendment thereto shall contain the requirement that the contractor shall look to the County, and
not to CCUA, for payment of the Utility Work and shall provide CCUA a two-year warranty,
consistent with CCUA's standards and specifications for the Utility Work performed under this
Agreement. If CCUA determines not to proceed with the Utility Work under the County's
construction contract, CCUA shall provide an executed utility contingency work schedule to the
County at the time CCUA provides notice of its intention to proceed with separate construction
services.
C. For purposes of allocating the costs of items in the construction contract which are
attributable to both the Road Work and the Utility Work including but not limited to site
preparation,maintenance of traffic, bid bond, insurance,payment and performance bonds, and any
other shared work for the Road Work and the Utility Work as well as costs for CEI services, the
County and CCUA shall each pay a pro-rata share of the cost of these items based on the percentage
that the cost of the Road Work and the Utility Work, respectively, bears to the total contract sum.
D. The County shall be responsible for securing and paying for any required permits
for the work necessary for completion of the Road Work.
E. The County will facilitate the retention of Construction Engineering Inspection
(CEI) services for the Project. The CEI firm may not be associated with the Consultant or the
construction contractor retained for the Project.
F. The County shall ensure that the construction contract and any amendment thereto
to include the Utility Work contains the requirement that the Project is properly insured with
builders' risk, against casualty and liability loss, and that worker's compensation coverage is also
in place both during construction and upon completion.
G. The County will solely be responsible for the administration of the contract with
3
the Consultant, of the construction contract, and of the CEI services for the Project. The County
will provide all direction to the Consultant and the retained construction contractor in the
performance of the Road Work or the Utility Work as well as to the CEI firm.
H. If the CEI discovers non-compliant Utility Work, the CEI will notify the CCUA
and the County immediately. CCUA will then request a meeting with the County's Project
Manager to address the non-compliant work. The County agrees to meet with CCUA's
representative to address non-compliant work. The County will thereafter give any direction to the
Consultant, to the retained construction contractor and/or to the CEI firm to address any agreed
upon non-compliant work.
I. In the event of an unforeseen or a change condition arising during the construction
which affects the Utility Work, first, the County agrees to notify CCUA of these conditions, and
second, the County and CCUA representatives agree to meet to verify the cause, determine any
resolution to these conditions, and approve any issuance of a change order to the design and/or
construction contract. In the event of an unforeseen utility conflict with the Road Work is found
and documented during the construction of the Project, the County will notify CCUA of the
estimated conflict. The County and CCUA representatives agree to meet to verify the conflict,
determine any resolution to the conflict, and approve any issuance of a change order to the design
and/or construction contract to solve the unforeseen utility conflict. The County shall not be
responsible for material, equipment, or structures directly tied to CCUA's utility system. CCUA
shall not be responsible for material, equipment, or structures directly tied to the County's road or
drainage systems. The County and CCUA shall negotiate and mutually determine the proper
allocation of cost and schedule impacts of resolutions associated with unforeseen or changes in
existing conditions in the Project.
J. The County shall cause the CEI for the Project to ensure the construction contractor
coordinates with CCUA on opening and closing CCUA valves, pressure testing, flushing,
chlorination,de-chlorination,regulatory testing and main clearing,and public noticing procedures
as required for the Utility Work. The CEI shall notify CCUA's Project Manager in advance of
commencement of any procedures involved with CCUA's Utility Work that could affect public
health and safety.
K. Following completion of construction, the County shall ensure the construction
contractor prepares and provides to CCUA As-Built Survey and CAD Drawings prepared in
accordance with CCUA "As-Built Specifications Standards Manual", latest edition, and
minimum technical standards for surveying as set forth by the Florida Board of Professional
Surveyors and Mappers in Chapter 61G17-6 Florida Administrative Code, pursuant to Section
472.027, Florida Statutes. Final As-Built Drawings shall represent the Utility Work that was
constructed.
ARTICLE 4. Obligations of CCUA.
In addition to CCUA obligations set forth elsewhere in this Agreement, CCUA has the
following obligations:
A. CCUA agrees to pay to the County the full cost for amendments to the Consultant
4
contract necessitated to include the Utility Work and for inclusion in the construction contract for
Utility Work, along with CCUA's pro-rata share of shared expenses and CEI costs, within thirty
(30) calendar days of written request by the County. The pro-rata shared expenses include but are
not limited to site preparation, maintenance of traffic, bid bond, insurance, payment and
performance bonds, and any other shared work for the Road Work and the Utility Work.
B. CCUA agrees to coordinate with the County and review and approve the plans and
specifications for the Utility Work at the 60%, 90%, and final design milestones.
C. If CCUA's existing utilities are within existing CCUA easements on private
property and are required to be relocated, the County shall subordinate such and shall be
responsible for the costs associated with relocating those utilities.
D. CCUA shall be responsible for securing and paying for any required permits for its
respective work necessary for completion of the Utility Work and shall coordinate the permit cycle
times with the County.
E. CCUA agrees to designate a design representative for the Project who will receive,
review,and respond within ten(10)working days to all questions and requests from the Consultant
and the County.
F. CCUA agrees to designate a Project Manager and pay a pro-rata share of the cost
of the County's on-site CEI inspector (Article 3.E.) for the Project who will inspect the
construction of the Utility Work portion. If the CEI representative discovers non-compliant work,
such representative will notify the CCUA and the County immediately. CCUA will then request
a meeting with the County's Project Manager to address these conditions. Under no circumstances
may CCUA or any of its officers, contractors or agents give direction to the County's Consultant
or construction contractor in the performance of the Road Work or the Utility Work or to the CEI
firm in the performance of CEI services related to the Road Work or Utility Work.
G. In the event of an unforeseen or a change condition arising during the construction
phase which affects the Utility Work or in the event of an unforeseen utility conflict with the Road
Work is found, upon notification by the County of such conditions, CCUA agrees to meet with
County representatives to verify the cause or conflict,determine any resolution to these conditions,
and approve any issuance of a contract change order to the Consultant and/or construction contracts
in accordance with Article 3.I. Upon approval of issuance of a contract change order to either of
the contracts for the Utility Work portion of the Project by CCUA's Project Manager, if such
change order is in an amount less than five (5) percent of the cost for the Utility Work in the
respective contract, work may immediately proceed and no further approval is required. For any
change order for Utility Work that exceeds such five (5) percent of the respective contract,
approval by CCUA's Board of Supervisors must be obtained prior to beginning of work. CCUA
shall reimburse the County for any expenses incurred by the County which are associated with an
approved change order to the Utility Work. CCUA agrees to pay these expenses within thirty(30)
calendar days, upon submittal of a statement therefor to CCUA by the County.
5
ARTICLE 5. Default or Disputes.
In the event either Party to this Agreement fails to meet any of its obligations hereunder,
the other Party may terminate the Agreement.
ARTICLE 6. Transfer or Assignment.
Neither the County nor CCUA shall transfer or assign this Agreement, or any rights
acquired hereunder, or grant any interest, privilege, or license whatsoever in connection with this
Agreement unless first obtaining the written consent of the other Party, which consent shall not be
unreasonably withheld.
ARTICLE 7. Amendments.
Any changes in the provisions of this Agreement which are agreed to by the Parties shall
be made by formal written amendment signed by both Parties.
ARTICLE 8. Project Management.
The Project Managers for the County and for CCUA are listed below and shall be the
representative responsible for overall coordination of the Project. Either Party may change its
Project Manager upon three (3) business day's prior written notice to the other Party.
County CCUA
Richard Smith, P.E. Joe Paterniti, P.E.
Clay County Dept. of Engineering Clay County Utility Authority
P.O. Box 1366 3176 Old Jennings Road
Green Cove Springs, Florida 32043 Middleburg, Florida 32068
Telephone: 904-529-3816 Telephone: 904-213-24512
Email: richard.,mith a c l i'count\uo‘.com Email: ipaterniti a clay utilit\. r
ARTICLE 9. Term.
The term of this Agreement shall commence on the effective date and continue through the
completion of the Project Road Work and the completion of the associated Utility Work.
ARTICLE 10. Effective Date.
This Agreement shall commence and be effective on the date it is fully executed by the
Parties hereto.
ARTICLE 11. Audit, Access to Records, and Repayment of Funds.
Both CCUA and the County shall maintain its books and records such that receipt and
expenditure of the funds provided hereunder are shown separately from other expenditures in a
format that can be easily reviewed. CCUA and the County shall keep the records of receipts and
6
expenditures and copies of all invoices and supporting documentation for at least three (3) years
after expiration of this Agreement and in any event shall meet all applicable requirements for
retaining public records as required by Art. 1, Section 24, Florida Constitution, and Chapter 119,
Florida Statutes,as from time to time amended(together,the Public Records Laws). In accordance
with generally accepted governmental auditing standards, both CCUA and the County shall have
access to and the right to examine any directly pertinent books and other records involving
transactions related to this Agreement. In the event of an audit, CCUA and the County shall
maintain all required records until the audit is completed and all questions are resolved. CCUA
and the County will provide proper facilities for access to and inspection of all required records.
ARTICLE 12. Indemnity.
A. Subject to and within the provisions of Section 768.28, Florida Statutes, CCUA
shall fully defend, protect, indemnify and hold harmless the County and all of its respective
principals, employees, officers, agents, servants and contractors (collectively, the Indemnitees),
from and against any and all 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 successful contractor and persons employed or utilized by it in the
performance of the Utility Work. In light of CCUA being a governmental entity, nothing herein is
intended to serve as a waiver of CCUA's sovereign immunity protections nor does it extend
CCUA's liability beyond the limits established in Section 768.28, Florida Statutes.
Notwithstanding anything stated to the contrary in the Agreement, CCUA's obligation to
compensate or indemnify is limited and shall not exceed the limits set forth in Section 768.28,
Florida Statutes, as it may be amended from time to time.
B. Subject to and within the provisions of Section 768.28, Florida Statutes,the County
shall fully defend, protect, indemnify and hold harmless CCUA and all of its respective principals,
employees, officers, agents, servants and contractors (collectively, the Indemnitees), from and
against any and all 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 successful contractor and persons employed or utilized by it in the performance
of the Road Work. In light of the County being a governmental entity, nothing herein is intended
to serve as a waiver of the County's sovereign immunity protections nor does it extend the
County's liability beyond the limits established in Section 768.28, Florida Statutes.
Notwithstanding anything stated to the contrary in the Agreement, the County's obligation to
compensate or indemnify is limited and shall not exceed the limits set forth in Section 768.28,
Florida Statutes, as it may be amended from time to time.
C. The provisions of this Article shall survive any termination of this Agreement.
ARTICLE 13. Remedies.
The Parties will attempt to settle any dispute arising from this Agreement through
negotiation and a spirit of mutual cooperation. The dispute will be escalated to appropriate higher-
level managers of the Parties, if necessary.
7
ARTICLE 14. Independent Contractor.
Each Party will perform its duties under this Agreement as an independent contractor. The
Parties and their personnel will not be considered to be employees or agents of the other Party.
This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or
formal business organization of any kind.
ARTICLE 15. Further Assurances.
Each of the Parties shall cooperate with one another, shall do and perform such actions and
things, and shall execute and deliver such agreements, documents and instruments, as may be
reasonable and necessary to effectuate the purposes and intents of this Agreement.
ARTICLE 16. Waiver.
Failure or delay by either Party to exercise a right or power under this Agreement will not
be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a
writing signed by the waiving Party. An effective waiver of a right or power will not be construed
as either a future or continuing waiver of that same right or power, or the waiver of any other right
or power.
ARTICLE 17. Severability.
Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.
ARTICLE 18. Electronic Signature.
The Parties agree to utilize electronic signatures and that the digital signatures of the Parties
set forth below are intended to authenticate this Agreement and have the same force and effect as
manual written signatures. Each person signing on behalf of the Parties represents and warrants
that he/she has full authority to execute this Agreement on behalf of such party and that the
Agreement will constitute a legal and binding obligation of such party.
8
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date
set forth below.
DATE: May 23 . 2023 CLAY COUNTY
GpUNTYFj_ By: ae s C ndon(May 30,2023 14:01 EDT)
Betsy Condon
4v4it'l., Its Chairman
ATTEST:
coDWE11-
Tara S. Green
Clay County Clerk of Court and Comptroller
Ex Officio Clerk to the Board
DATE: May 16 . 2023 CLAY COUNTY UTILITY AUTHORITY
By:
.er ston. 'E. MBA
Its • •
F:\Contract\ccua\County and CCUA Interlocal Agreement CR 315 Draft docx
9
2022-2023-214 Interlocal - CCUA BCC#13
Final Audit Report 2023-05-31
Created: 2023-05-30
By: Lisa Osha(Lisa.Osha@claycountygov.com)
Status: Signed
Transaction ID: CBJCHBCAABAAZBOfvuadQcJjH4IXGXXbrLHF23Wkr9RE
"2022-2023-214 Interlocal - CCUA BCC#13" History
Document created by Lisa Osha (Lisa.Osha@claycountygov.com)
2023-05-30-3:45:34 PM GMT
Document emailed to clayesign@claycountygov.com for signature
2023-05-30-3:46:28 PM GMT
`, j Email viewed by clayesign@claycountygov.com
2023-05-30-6:01:05 PM GMT
4 Signer clayesign@claycountygov.com entered name at signing as Betsy Condon
2023-05-30-6:01:30 PM GMT
a Document e-signed by Betsy Condon (clayesign@claycountygov.com)
Signature Date:2023-05-30-6:01:32 PM GMT-Time Source:server
Document emailed to bccdocs@clayclerk.com for signature
2023-05-30-6:01:33 PM GMT
5 Email viewed by bccdocs@clayclerk.com
2023-05-31 -5:34:46 PM GMT
da Signer bccdocs@clayclerk.com entered name at signing as Tara S Green
2023-05-31 -5:36:24 PM GMT
Document e-signed by Tara S Green (bccdocs@clayclerk.com)
Signature Date:2023-05-31 -5:36:26 PM GMT-Time Source:server
Q Agreement completed.
2023-05-31 -5:36:26 PM GMT
Ell Adobe Acrobat Sign
I Il uI I I I I _ N�
rlV �nD315 ,L
7
__
______ __ _ _
_ w,,
sof.,
,, .
,,,,,,IIII
If I S
1 ij .
I Location 2
/
P4Q4- J
0
Location 1
la
c
P�
I ------ --------
I1_
�r pawl
- -_ -
__
Prir
1 'N. #\,
1 i.x. .
Disclaimer:The information displayed on this drawing or sheet is fora general visual representation purposes only.The drawing is based upon numerous sources of public information which include but are not limited
to Clay County Property Appraisers,FDOT,SJRWMD, and the Clay County Utility Authority's(CCUA)own records.All information included in the drawing is general in nature and not site specific.Any dimensions or
other information is approximate and needs to be field verified.CCUA does not offer any guarantees,certifications,or warranties,either expressed or implied,in regards to the accuracy of the information represented
on these drawings.The drawing is not a survey and should not be construed in any manner as such.By receiving this drawing,the recipient is agreeing to hold CC UA harmless for any errors or omissions which may
be present in this drawing.All interested parties are strongly encouraged to engage a Professional Surveyor and Mapper licensed in the State of Florida to field verify all site, property, infrastructure,and utility
information prior to any decisions or actions.
COL// Title:
(Isii
T` Clay County Utility Authority Water Features
Site Location Map Gravity Sewer Features
0110— 3176 Old Jennings Road
1 Middleburg, Florida 32068-3907 Info: p Forced Sewer Features
Prepared by CCUA GIS Portal = Reclaimed Features
Gj .c• Phone(904)272-5999 3127/2024,6:34:16 PM
VTYAUTNcm Conservation.Commitment.Community. 1 inch = 376 feet