AGREEMENT BY AND BETWEEN FLORIDA DEPARTMENT OF TRANSPORTATION

AND SUMTER COUNTY

FOR CONSTRUCTION, OPERATION, AND MAINTENANCE OF PROPOSED

BEXLEY TRAIL BRIDGE OVER SR 91 AT MILE POST 299.6

This Agreement is made and entered into by and between THE STATE OF FLORIDA,

DEPARTMENT OF TRANSPORTATION, an executive agency of the State of Florida having

a business address located at Florida’s Turnpike Enterprise, Turkey Lake Service Plaza, Milepost

263, Florida’s Turnpike, Building 5315, P.O. Box 613069, Ocoee, Florida 34761 (hereinafter

referred to as “DEPARTMENT”), and SUMTER COUNTY, a political subdivision of the State

of Florida (hereinafter referred to as “COUNTY”).

RECITALS:

WHEREAS, The DEPARTMENT pursuant to Section 338.222(1), Florida Statutes, is

designated as the sole agency to acquire, construct, maintain, or operate the Turnpike System, except

upon specific authorization of the Legislature. The DEPARTMENT’s Florida’s Turnpike Enterprise

(“FTE”) is authorized under Section 338.2216(2), Florida Statutes, to plan, develop, own, purchase,

lease, or otherwise acquire, demolish, construct, improve, relocate, equip, repair, maintain, operate,

and manage the Turnpike System; and to cooperate, coordinate, partner, and contract with other

entities, public and private, to accomplish these purposes;

WHEREAS, County is authorized under Florida Statutes Chapters 125 and 336 to own,

operate and maintain its local roads;

WHEREAS, FTE, a district of the Florida Department of Transportation, owns and operates

the Turnpike System, a system of limited access toll roads, including SR 91 (commonly referred to as

Florida’s Turnpike);

WHEREAS, FTE owns, operates, and maintains the existing non-tolled Bailey Road bridge

(No. 180024) over SR 91 (Florida’s Turnpike) at approximate Mile Post 299.6 in Sumter County. The

existing Bailey Road bridge was built in 1964 as a four (4) span bridge with an average width of 23.08

feet (out-to-out), length of approximately 183 feet (front face of back wall to front face of backwall)

(FFBW to FFBW), and serving as an agricultural crossing connecting the tracts of land on the east and

west sides of Florida’s Turnpike. The existing Bailey Road bridge is a physical constraint for FTE’s

future SR 91 widening project (FPID 435788-1-52-01) which has the objective of increasing the

capacity of Florida’s Turnpike from an existing four (4) lanes to a proposed eight (8) lanes. To achieve

the objective, the existing Bailey Road bridge would need to be completely demolished and replaced

with a new two (2) span bridge matching the existing average bridge width (out-to-out), a new length

of 204 feet (FFBW to FFBW), and a new elevation to achieve the necessary minimum vertical

clearance;

WHEREAS, County has entered into an agreement entitled the Regionally Significant Road

Construction Agreement (“RSRCA”) between Sumter County and The Villages Companies, dated July

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10, 2018, as amended, for the construction of multiple, future regionally-significant roadway segments

of which the County project described below is included (“Project”). As such, contracts for design,

engineering, construction and other related aspects of the Project, as contemplated in this paragraph,

are already in effect prior to the Effective Date of this Agreement. County is developing and

constructing a planned roadway network to service the Sumter County community on the east and west

sides of Florida’s Turnpike. As part of this roadway network, County will cause to be constructed a

new non-tolled two (2) span bridge with an average width of 84.17 feet (out-to-out) and length of 220

feet (FFBW to FFBW) to accommodate a four (4) lane divided vehicular bridge with a fence-enclosed

connectivity path that crosses Florida’s Turnpike at Mile Post 299.6 to be named “Bexley Trail”. The

minimum vertical clearance provided between Florida’s Turnpike and the Bexley Trail bridge is 22

feet. The Project includes, but is not limited to removal of the existing Bailey Road bridge,

construction of new bridge approach slabs, bridge traffic railings, bridge superstructure, bridge

substructure, concrete pilings, testing piles, retaining walls, fencing, maintenance of traffic (MOT),

and mobilization. COUNTY’s signed and sealed plans for the Project are on file with both Parties;

WHEREAS, although DEPARTMENT has programmed its own estimated construction cost

to remove and replace the Bailey Road bridge under FPID 443990-1-58-01, County, pursuant to its

obligations under the RSRCA, has determined it will instead fully fund and be responsible for all

construction costs of the Project without any financial assistance from the Department. County will

demolish and remove the existing Bailey Road bridge, eliminating the physical constraint on

DEPARTMENT’s future SR 91 widening project. The proposed Bexley Trail bridge will be

constructed to accommodate COUNTY’s planned roadway network and accommodate

DEPARTMENT’s future SR 91 widening project with new construction criteria including, but not

limited to, clear zone width and vertical clearances. Once completed, the Bexley Trail bridge will be

owned, operated, and maintained by COUNTY as part of its planned roadway network.

DEPARTMENT will no longer own, operate, or maintain a non-tolled bridge crossing Florida’s

Turnpike at MP 299.6;

WHEREAS, the parties acknowledge and agree that construction of the Project will occur

in the right-of-way of both COUNTY and FTE, after which the Project improvements shall be

owned by the parties respectively as provided in Paragraphs 5.d. and 6.b. herein below. Each

party’s rights under this Agreement to construct, operate and maintain the Project improvements

within COUNTY and DEPARTMENT right-of-way shall not interfere with that party’s rights to

improve, operate and maintain either party’s right-of-way;

WHEREAS, DEPARTMENT agrees that it will permit COUNTY to construct, operate

and maintain the Bexley Trail bridge within FTE’s Limited Access Right-of-way, subject to the

terms and conditions herein;

WHEREAS, DEPARTMENT and COUNTY agree that all assigned maintenance

obligations including maintenance occurring during the term of construction and after completion

of construction (sometimes referred to as “post-construction maintenance”) set forth in this

Agreement shall survive the expiration or earlier termination of this Agreement and shall be in

accordance with the laws of the State of Florida;

NOW THEREFORE, in consideration of the mutual benefits, conditions, promises, and

covenants hereinafter set forth, and for other good and valuable consideration, the receipt and

sufficiency of which is acknowledged, the parties agree as follows:

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1. Recitals. The recitals set forth above are specifically incorporated herein by reference and

made a part of this Agreement.

2. Project Scope of Work. The Project construction plans to be performed by COUNTY and its

contractors are on file with both Parties.

3. Term. This Agreement shall begin upon the Effective Date (as defined in Section 24 below).

All work and construction shall be completed within three (3) years of the Effective Date,

unless an extension of the construction term is requested by COUNTY prior to the expiration

of the construction deadline and FTE grants the requested extension. Notwithstanding each

party’s obligations that specifically survive expiration of the Agreement, the Agreement will

expire upon final acceptance of the Project by FTE.

4. Construction, Maintenance and Aerial Permits. The parties, and their respective contractors

or subcontractors, are authorized, subject to the conditions set forth herein, to enter the other’s

right-of-way to perform all activities necessary for the construction, operation, and post-

construction maintenance of the Project.

5. COUNTY’s Construction, Operation, and Maintenance Responsibilities.

a. COUNTY shall designate a project manager for the Project to manage and coordinate

any and all matters between FTE’s designated project manager for the Project.

b. COUNTY, or its contractor, shall not perform construction activities within the

DEPARTMENT’s right-of-way that would adversely impact, delay, or interfere with

any DEPARTMENT-let construction project. COUNTY agrees to develop a

construction schedule to perform any overlapping work in advance of or after the

DEPARTMENT’s construction projects within the influence of the COUNTY’s

construction project impacting, delaying, or interfering with the DEPARTMENT’s

construction projects. COUNTY shall reimburse the DEPARTMENT within seven (7)

days of written notice from the DEPARTMENT for all construction delay damages

resulting from COUNTY’s construction project. At this time, the following

DEPARTMENT construction projects are known to overlap with the COUNTY’s

construction project: FPID 441717-1-52-01 (Reconstruct Turnpike Mainline Sumter

County MP 297.9 – 308.9) and FPID 441717-2-52-01 (Safety Improvements for

Turnpike Mainline Sumter County MP 297.9 – 308.9).

c. All Project improvements located within FTE right-of-way shall be designed and

constructed in accordance with the applicable current edition of the Florida Department

of Transportation (“FDOT”) Standard Specifications for Road and Bridge Construction, FDOT Standard Plans, Manual on Uniform Traffic Control Devices

(“MUTCD”), FTE’s Turnpike Design Handbook (“TDH”), Turnpike’s Lane Closure

Policy, Turnpike Lane Closure Analysis Guidelines, and the FDOT Design Manual

(“FDM”). The following guidelines shall apply as deemed appropriate by the

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DEPARTMENT: the Department Structures Design Manual, AASHTO Guide

Specifications for the Design of Pedestrian Bridges, AASHTO LRFD Bridge Design

Specifications, Florida Design Manual, Manual for Uniform Minimum Standards for

Design, Construction and Maintenance for Streets and Highways (the “Florida Green

Book”), and the Department Traffic Engineering Manual, the National Electric Safety

Code (N.E.S.C), and latest editions of the National Electrical Code

(N.E.C.)(collectively, the “Standards and Specifications”). COUNTY shall submit the

construction plans, shop drawings, Requests For Information (“RFI), lane closure

requests, calculations and as built plans to FTE for review, comment, and approval

within a reasonable time prior to any work being commenced, or final project

acceptance as approved by FTE. FTE and COUNTY shall coordinate construction of

the Project. Should any changes to COUNTY’s plans be required during construction

of the Project, COUNTY shall be required to notify FTE of the changes and submit a

plan revision for FTE review and approval prior to the changes being constructed.

COUNTY will submit to FTE a schedule of shop drawing submittals related to the

Project. COUNTY shall submit as-built plans to FTE for review and approval prior to

final project acceptance by FTE.

d. COUNTY shall maintain the area of the Project, including improvements, at all times

during the construction. The FTE and COUNTY shall coordinate any work needs in

the right-of-way of the other party during construction of the Project. Except during

emergencies, each party shall provide a minimum of 48 (forty-eight) hours advance

notice to and shall coordinate with the other party’s maintenance staff prior to

commencement of any maintenance or repair activities during construction or during

post-construction maintenance in the future.

e. Unless otherwise designated in this Agreement, COUNTY shall own all improvements

of the Project.

f. COUNTY acknowledges and agrees that after the Project is constructed in FTE’s right-

of-way, FTE may be required to construct additional improvements in COUNTY’s

right-of-way, which include, but are not limited to, signage, ITS (DMS, CCTV, fiber

and electrical infrastructure), lighting, overhead sign structures, and establishment of

power sources. The parties agree to coordinate the design, construction, and post-

construction maintenance of such future FTE improvements when necessary. The

provisions of this paragraph shall survive the expiration or earlier termination of this

Agreement, in accordance with the laws of the State of Florida.

g. COUNTY shall notify FTE thirty (30) days before Project-required closures of SR 91

travel lanes that adversely impact the operations of the Okahumpka Service Plaza to

allow sufficient time for FTE to coordinate with the Okahumpka Service Plaza

Manager.

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h. Prior to initiating construction, COUNTY shall be responsible for developing a

contingency plan for construction activities, which will require approval from the

DEPARTMENT prior to implementation and construction within the

DEPARTMENT’s limited access right-of-way. The contingency plan shall identify

major milestones during construction that must be successfully met to continue

construction of the Bexley Trail bridge. Since the installation of the Bexley Trail bridge

over Florida’s Turnpike Mainline (SR91) travel lanes will require night-time lane

closures, the contingency plan must identify specific construction milestones that, if

not met, would result in the installation operation being terminated and the travel lanes

being immediately reopened.

i. For the demolition of the existing Bailey Road bridge and the placement of new bridge

beams for the Bexley Trail bridge, COUNTY and FTE anticipate the need for closing

the Turnpike Mainline (SR 91) from the County Road (“CR”) 470 interchange to the

US 301 interchange for the hours of 10:00 pm through 5:00 am for the southbound

direction and for the hours of 11:00 pm through 5:00 am for the northbound direction.

Twenty-five (25) northbound mainline closures and 25 southbound mainline closures

are allowed for the construction of this project. Since FTE would incur similar mainline

closures under their own construction project, these 25 northbound mainline closures

and 25 southbound mainline closures are not subject to reimbursement to the

DEPARTMENT unless the COUNTY exceeds the 25 northbound and 25 southbound

mainline closures.

j. Lane closures on the state road system must be coordinated with the FTE Public

Information Office at least two weeks prior to the closure. The contact information for

the DEPARTMENT’s Public Information Office is:

FTE PIO contact info:

Maria Parada Construction Community Outreach Specialist | WSP USA Construction and Materials General Consultant to Florida’s Turnpike

P.O. Box 613069 Ocoee, FL 34761 Office: 407-264-3069 Email: Maria.Parada@dot.state.fl.us

k. Execution of this Agreement by both Parties shall be deemed a Notice to Proceed to

COUNTY for the design phase or other non-construction phases of the Project.

COUNTY shall not begin the construction phase of the Project until the

DEPARTMENT issues a Notice to Proceed for the construction phase. Prior to

commencing the construction work described in this Agreement, COUNTY shall

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request a Notice to Proceed from the DEPARTMENT’s Construction Project Manager,

Todd Kelly (email: Todd.Kelly@dot.state.fl.us) or from an appointed designee.

l. As reflected in the tables below, FTE has estimated the amount of uncollected toll

revenue that is anticipated for closing the Turnpike Mainline (SR 91) from the County

Road (“CR”) 470 interchange to the US 301 interchange for the hours of 10:00 pm

through 5:00 am for the southbound direction and for the hours of 11:00 pm through

5:00 am for the northbound direction on a typical weekday based on the revenue

typically collected at the Leesburg Mainline, US 27 North, and CR 470 toll sites for

those hours and days. COUNTY agrees to reimburse FTE $700.00 for each southbound

night-time closure and $600.00 for each northbound night-time closure that exceeds

the total number of lane closures allowed during the Project as defined in Section 5i

above.

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m. In the event that COUNTY is unable to open the Turnpike Mainline (SR 91) to traffic

by 5:00 am, COUNTY agrees to reimburse FTE for every hour on a per hour basis as

shown in the table below.

n. COUNTY shall be perpetually responsible for maintenance of the improvements and

areas set forth in Exhibit “A” and detailed in this section. This provision will survive

termination or expiration of this Agreement. COUNTY’s post-construction

maintenance responsibilities shall also include the following:

i. COUNTY’s post-construction maintenance responsibilities shall begin upon

final acceptance of the Project by the DEPARTMENT and include but are not

limited to: the bridge, approach roadway, and all improvements located on the

bridge within DEPARTMENT’s right-of-way, as identified herein; all portions

of COUNTY’s roadway lighting system that extend into DEPARTMENT’s

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right-of-way; all portions of COUNTY’s roadway system that extends into

DEPARTMENT right-of-way. No portions of COUNTY’s landscaping and

irrigation system shall extend into DEPARTMENT’s right-of-way.

ii. Any COUNTY maintenance activities that require a lane closure will require a

signed and sealed Maintenance of Traffic Plan and FTE approved Lane Closure

Analysis.

iii. It shall be COUNTY’s sole cost and responsibility to monitor and maintain the

structural integrity of the Bexley Trail bridge and to protect and prevent any

hazards from affecting the traveling public below the Bexley Trail bridge.

iv. In the event that any non-emergency bridge deficiencies come to the attention

of FTE, FTE shall provide written notice to COUNTY describing any

deficiencies. COUNTY shall have five (5) working days to respond to FTE with

a remediation plan (“Remediation Plan”) to address such deficiencies.

v. Should COUNTY discover any bridge related deficiencies that present an

imminent hazard to the public (“Emergency Deficiencies”), COUNTY shall

immediately notify FTE. COUNTY shall immediately develop an Emergency

Deficiencies remediation plan with FTE.

vi. In the event COUNTY fails to timely correct such deficiencies as outlined in

the Remediation Plan, or the Emergency Deficiencies remediation plan, such

failure to correct may be deemed grounds for termination of this agreement and

may result in FTE correcting such deficiencies, or alternatively provide FTE

with the right to remove the Bexley Trail bridge.

vii. If COUNTY fails to provide the Remediation Plan or fails to address any non-

emergency deficiencies in a reasonable amount of time, FTE shall provide a

final notice to cure prior to any bridge removal or prior to FTE correcting the

non-emergency deficiencies itself. This final notice to cure shall not be

applicable to Emergency Deficiencies.

viii. In the event FTE first discovers the existence of Emergency Deficiencies, FTE

shall have the right, but not the obligation, to remediate such Emergency

Deficiencies without first notifying COUNTY. FTE may thereafter invoice

COUNTY for the actual costs incurred by FTE for such remediation. Any action

taken by FTE under this section does not relieve COUNTY of any obligation

under the terms and conditions of this Agreement.

ix. COUNTY agrees to reimburse FTE for the cost of removal, repairs or

remediation associated with the Bexley Trail bridge under this post-

construction maintenance obligations section.

x. The Bexley Trail bridge shall be inspected in accordance with the procedure

for “Bridge and Other Structures Inspection and Reporting” (Topic No. 850-

010-030). A signed and sealed copy of each Routine Inspection Report shall

be submitted to FTE by COUNTY for every biennial inspection.

xi. COUNTY shall be solely responsible for any damages or injuries to

surrounding property, vehicles, people or other assets occurring as a result of

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the maintenance or repair operations by COUNTY or as caused by failure to

perform required maintenance.

xii. COUNTY acknowledges that Florida’s Turnpike is a state designated

evacuation route. Should emergency evacuation be needed or declared, the

COUNTY will cooperate with the DEPARTMENT to ensure all lanes and

shoulders within DEPARTMENT right-of-way are available to traffic as

needed.

xiii. All maintenance and repair activities impacting DEPARTMENT right-of-way

to be performed by COUNTY must plan for the ability to demobilize and restore

traffic upon short notice.

xiv. COUNTY will be solely responsible for cleanup or restoration that is required

to correct any environmental or health hazards that may result from COUNTY’s

maintenance operations and for payment of any fines, fees or penalties incurred.

o. COUNTY shall notify FTE a minimum of 48 (forty-eight) hours before beginning

construction within the FTE right-of-way. COUNTY shall notify the FTE construction

project manager should construction be suspended for more than 5 (five) working days.

p. In the event of an actual or reported emergency, danger, or threat involving the Project

that is reasonably believed by FTE to have caused (or to present the imminent potential

to cause) injury to individuals, damage to property, or threat to the environment or to

public safety, FTE may enter COUNTY’s right-of-way to take, at such times as FTE

determines necessary in its reasonable discretion and with such notice to COUNTY as

is practicable under the circumstances, such actions as FTE determines necessary to

respond to or to rectify such emergency, danger, or threat. This provision is also

applicable to COUNTY in regards to any COUNTY improvements located within

FTE’s right-of-way. The provisions of this paragraph shall survive the expiration or

earlier termination of this Agreement, in accordance with the laws of the State of

Florida.

q. As it relates to construction and post-construction maintenance in FTE right-of-way,

COUNTY shall be responsible for monitoring construction, operations and the

maintenance of traffic (“MOT”) throughout the limits of the Project and subsequent

maintenance obligations in accordance with the applicable current edition of the FDOT

Standard Specifications. The MOT plan shall be in accordance with the current version

of the FDOT Standard Plans, Index 102-600 series. Any MOT plan developed by

COUNTY that deviates from the FDOT Standard Plans must be signed and sealed by

a professional engineer registered in the State of Florida. A 10’ Paved Outside Shoulder

must be provided for SR 91 Northbound during all phases of construction for Hurricane

Evacuation and Emergency Services use. MOT plans will require approval by FTE

prior to implementation. COUNTY shall regularly inspect the MOT established within

the construction or maintenance area to ensure conformity with the approved MOT

plan. If lane closures are required during construction or maintenance, they must

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comply with the provisions as outlined in the Florida’s Turnpike Enterprise Lane

Closure Policy and Guidelines. This policy can be electronically found at

https://floridasturnpike.com/business-opportunities/design/traffic-operations/ or by

contacting the Traffic Operations Center in Ocoee, Florida at (407) 264-3363. In the

case of extreme traffic or weather conditions, FTE may be required to remove lane

closure operation from the roadway and/or right-of-way. Compliance with the FTE’s

U-turn and Heavy Truck Turn-Around policy must also be adhered. This policy is

available online at: https://floridasturnpike.com/business-opportunities/design/traffic-

operations.

r. COUNTY will be responsible for ensuring that all permits required by the State of

Florida, local governmental entities or agencies or other agencies are obtained and

kept in compliance during construction. The DEPARTMENT shall have the right to

review and approve any and all applicable permits prior to the Effective Date.

COUNTY, or its contractor, shall provide the DEPARTMENT copies of all permits

obtained for the Project, including documentation of all applicable environmental

surveys, prior to any work being commenced within the DEPARTMENT’s right-of-

way.

s. COUNTY shall ensure that all existing utilities and FTE facilities have been located,

that all utility locations are appropriately documented on the construction plans; and

that all underground and overhead conflicts have been resolved directly with the

applicable utility entity/agency/owner. COUNTY shall require its contractors to

comply with the Sunshine 811 procedures (Sunshine State One Call), as per Chapter

556, Florida Statutes, prior to any excavation work within the Project area. FTE

owned facilities are not located through Sunshine State One Call of Florida, Inc 811.

FTE shall not compensate or reimburse COUNTY or its contractor for any cost

created by a change in scope of the impact to a utility from that depicted in the

Project plans, or be liable for any time delays caused by a change in scope of the

impact to a utility from that depicted in the Project and COUNTY shall be responsible

to ensure utilities are correctly shown to avoid conflicts. COUNTY shall be

responsible for any damages to utilities.

t. It is hereby agreed by the Parties that this Agreement creates a permissive use only and

all COUNTY improvements located on the DEPARTMENT’s right-of-way resulting

from this Agreement shall remain by DEPARTMENT permit under the terms and

conditions of this Agreement. Neither the granting of the permission to use the

DEPARTMENT right-of-way nor the placing of facilities upon the DEPARTMENT

property shall operate to create or vest any property right to or in the COUNTY, except

as may otherwise be provided in separate agreements. COUNTY shall not acquire any

right, title, interest or estate in DEPARTMENT right-of-way, of any nature or kind

whatsoever, by virtue of the execution, operation, effect, or performance of this

Agreement including, but not limited to, COUNTY’s use, occupancy or possession of

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DEPARTMENT right-of-way. COUNTY acknowledges that the DEPARTMENT

permit for COUNTY’s Project that occupies the right-of-way of DEPARTMENT’s

Florida’s Turnpike shall in all matters and respects be subordinate to the ownership

rights the DEPARTMENT possesses to operate, maintain and improve the Turnpike

System, as well as any state transportation needs. The provisions of this paragraph shall

survive the expiration or earlier termination of this Agreement, in accordance with the

laws of the State of Florida.

u. COUNTY shall perform, or cause to be performed, any required testing associated with

the design and construction of the Project. Testing results shall be made available to

FTE upon reasonable request by FTE. FTE shall have the reasonable right to perform

its own independent testing during the course of the Project, at its sole expense and as

coordinated with COUNTY.

v. COUNTY shall exercise the rights granted herein and shall otherwise perform this

Agreement with reasonable care, in accordance with the terms and provisions of this

Agreement and all applicable federal, state, local, administrative, regulatory, and safety

laws, codes, rules, regulations, policies, procedures, guidelines, standards, and permits,

as the same may be constituted and amended from time to time, including, but not

limited to, those of the FDOT, applicable Water Management District, Florida

Department of Environmental Protection, Environmental Protection Agency, the Army

Corps of Engineers, and local governmental entities.

w. If FTE reasonably determines a condition exists that is a result of the Project within its

right-of-way which threatens the public’s safety, the party alleging such may, at its

reasonable discretion, cause construction operations to cease and immediately have any

potential hazards removed from the right-of-way at the sole cost, expense, and effort

of COUNTY.

x. COUNTY shall be responsible to maintain and restore all features, if any, that might

require relocation within FTE’s right-of-way.

y. COUNTY will be responsible for clean up or restoration required to correct any

environmental or health concerns that may result from construction operations of the

Project.

z. COUNTY shall not cause any liens or encumbrances to attach to any portion of FTE’s

right-of-way.

aa. Upon completion of construction, COUNTY will be required to submit to FTE final

as-built plans and an engineering certification that construction was completed in

accordance with those plans. Prior to the termination of the construction portion of this

Agreement, COUNTY shall remove its presence, including, but not limited to,

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COUNTY property, machinery, and equipment from FTE’s right-of-way and, other

than improvements constructed in accordance with the Project, COUNTY shall restore

those portions of FTE’s right-of-way disturbed or otherwise altered by the Project to

substantially the same condition that existed immediately prior to the commencement

of the Project. All information pertinent to the installation and/or modification of FTE’s

roadway structures will be provided to FTE for incorporation into its structures records

files. This information includes, but is not limited to as-built plans, shop drawings, pile

driving records, bridge load rating documents, etc.

bb. If FTE reasonably determines that the Project is not completed in accordance with the

provisions of this Agreement, FTE shall deliver written notification of such to

COUNTY. COUNTY shall have thirty (30) days from the date of receipt of the written

notice, or such other time as COUNTY and the FTE mutually agree to in writing, to

complete the Project and provide FTE with written notice of the same (the “Notice of

Completion”). If COUNTY fails to timely deliver the Notice of Completion, or if it is

reasonably determined that the Project is not properly completed after receipt of the

Notice of Completion, FTE, within its reasonable discretion may: 1) provide COUNTY

with written authorization granting such additional time as it deems appropriate to

correct the deficiency(ies); or 2) correct the deficiency(ies) in accordance with the final

plans, at COUNTY’s sole cost and expense, without liability to FTE for any resulting

loss or damage to property, including, but not limited to, machinery and equipment. If

FTE elects to correct the deficiency(ies), it shall provide COUNTY with an invoice that

complies with Section 287.058, Florida Statutes, for the reasonable actual costs

incurred by FTE and COUNTY shall pay the invoice within sixty (60) days of the date

of the invoice.

cc. Construction Engineering Inspection (CEI) services will be provided by the COUNTY,

by hiring a DEPARTMENT prequalified consultant firm including one individual that

has completed the Advanced Maintenance of Traffic Level Training, unless otherwise

approved by the DEPARTMENT in writing. The CEI staff shall be present on the

Project at all times that the contractor is working. Administration of the CEI staff shall

be under the responsible charge of a State of Florida Licensed Professional Engineer

who shall provide the certification that all design and construction for the Project meets

the minimum construction standards established by DEPARTMENT. The

DEPARTMENT shall approve all CEI personnel. The CEI firm shall not be the same

firm as that of the Engineer of Record for the Project. The DEPARTMENT shall have

the right, but not the obligation, to perform independent assurance testing during the

course of construction of the Project. Notwithstanding the foregoing, the

DEPARTMENT may issue a written waiver of the CEI requirement for portions of

Projects involving the construction of bus shelters, stops, or pads.

dd. COUNTY shall coordinate with FTE’s Environmental Management Office (EMO) for

the environmental clearance that must be obtained prior to beginning construction.

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ee. COUNTY shall notify the Florida’s Turnpike Enterprise’s Permits Office at least 48

hours (two working days) prior to performing any routine or periodic maintenance that

may be required on portions of the reconstructed bridge within the FTE’s right-of-way.

The Florida’s Turnpike Enterprise’s Permits Office will review the work and traffic

control plan for compliance with DEPARTMENT Standards and Specifications.

6. FTE’s Construction, Ownership and Maintenance Responsibilities.

a. FTE shall designate a project manager to coordinate with COUNTY’s designated

project manager for COUNTY’s Project.

b. FTE ownership and maintenance responsibilities shall include:

i. FTE shall own and maintain all portions of the FTE ITS system that extends

into COUNTY right-of-way.

ii. FTE shall own and maintain all roadside barriers, fencing, and sign panels

constructed within FTE right-of-way. The roadside barriers, fencing, and sign

panels shall be designed and constructed to the DEPARTMENT’s and FTE’s

standards and specifications.

c. DEPARTMENT’s post-construction maintenance responsibilities shall include the

following:

i. DEPARTMENT post-construction maintenance responsibilities shall include

all Turnpike roadside barriers, ITS, limited access fencing, and sign panels

constructed within DEPARTMENT right-of-way.

ii. DEPARTMENT shall have no duty to inspect or maintain the Bexley Trail

bridge, including other structures thereon, during the construction, operation,

and post-construction maintenance phases of this Agreement. However,

DEPARTMENT shall have the reasonable right to enter the COUNTY right-

of-way and bridge property for purposes of inspection, including conducting an

environmental assessment. DEPARTMENT’s right of access shall not obligate

inspection of the Bexley Trail bridge by DEPARTMENT, nor shall it relieve

COUNTY of its duty to maintain and inspect the Bexley Trail bridge.

iii. Prior to DEPARTMENT’s final acceptance of the Project, COUNTY and

DEPARTMENT shall jointly perform a field review to verify that no

construction changes have impacted any of the maintenance responsibilities

assigned above. If impacts are identified, COUNTY and DEPARTMENT shall

amend the Agreement to modify this exhibit accordingly. If no construction

impacts are identified, the maintenance responsibilities assigned above shall be

final unless otherwise modified by a writing signed by both Parties.

7. E-Verify. COUNTY and its contractor shall:

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a. Utilize the U.S. Department of Homeland Security’s E-Verify system to verify the

employment eligibility of all new employees hired by the COUNTY during the term of

this Agreement; and

b. Expressly require any contractors and subcontractors performing work or providing

services pursuant to this Agreement to likewise utilize the U.S. Department of

Homeland Security’s E-Verify system to verify the employment eligibility of all new

employees hired by the subcontractor during the contract term.

(Executive Order Number 11-116).

8. Insurance. COUNTY shall require that COUNTY’s Contractor and subcontractors working

in connection with COUNTY Project possess insurance coverage as stated in the Florida

Department of Transportation’s Standard Specifications Section 7.13, naming

DEPARTMENT as additional insured and insuring DEPARTMENTagainst any and all claims

for injury or damage to persons and property, loss of toll revenue, and for the loss of life or

property that may occur (directly or indirectly) by reason of COUNTY’s Contractors and/or

subcontractors, as the case may be, accessing FTE’s right-of-way and such party’s

performance within the FTE right-of-way. Additionally, COUNTY’s Contractors and

subcontractors for the Projet shall supply FTE with a public construction bond in accordance

with Section 255.05, Florida Statutes, in the amount of the estimated cost of construction,

provided by a surety authorized to do business in the State of Florida, naming COUNTY and

DEPARTMENT as dual obligees. The bond and insurance shall remain in effect until

completion of construction and final acceptance by FTE. Prior to commencement of the

Project, and on such other occasions as FTE may reasonably require, COUNTY shall provide

FTE with certificates documenting that the required insurance coverage with COUNTY

Contractor and subcontractors is in place and effective.

9. Indemnification. COUNTY shall cause COUNTY’s Contractor to indemnify and hold

harmless DEPARTMENT and its officers and employees from liability, damages, losses, and

costs, including, but not limited to, reasonable attorneys’ fees, to the extent caused by the

negligence, recklessness, or intentionally wrongful conduct of COUNTY’s Contractor and

other persons employed or utilized by COUNTY’s Contractor in the performance of this

Agreement. Nothing provided for herein shall inure to the benefit of any third party for any

purpose, which might allow claims otherwise barred by sovereign immunity or operation of

law. The parties shall notify each other in writing immediately upon becoming aware of such

liabilities. The insurance coverage and limits required in this Agreement may or may not be

adequate to protect the DEPARTMENT and such insurance coverage shall not be deemed a

limitation of the indemnities to the DEPARTMENT set forth in this Agreement. The provisions

of this paragraph shall survive the expiration or earlier termination of this Agreement, in

accordance with the laws of the State of Florida.

10. Legal Requirements.

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a. General. COUNTY acknowledges that legal requirements are subject to change and agrees

that the most recent requirements shall govern its obligations under this Agreement at all times.

COUNTY shall comply and require its contractors and subcontractors to comply with all terms

and conditions of this Agreement and all federal, state, and local laws and regulations

applicable to this Project. Execution of this Agreement constitutes a certification that

COUNTY is in compliance with, and will require its contractors and subcontractors to comply

with, all requirements imposed by applicable federal, state, and local laws and regulations.

b. Equal Opportunity and Non-Discrimination. In connection with the carrying out of the

Project, COUNTY shall not discriminate against any employee or applicant for employment

because of race, age, creed, color, sex or national origin and will comply with all statutes and

implementing regulations relating to nondiscrimination.

c. Environmental Regulations. Execution of this Agreement constitutes a certification by the

COUNTY that the Project will be carried out in accordance with all applicable environmental

regulations including the securing of any applicable permits. COUNTY will be solely

responsible for any liability in the event of non-compliance with applicable environmental

regulations, including the securing of any applicable permits, and will reimburse the

DEPARTMENT for any loss incurred in connection therewith.

d. Federal Funding. The receipt of federal funds by COUNTY for use in the planning, design,

or construction of the Project, or for any other purpose in connection therewith, shall constitute

a material alteration of this Agreement and DEPARTMENT shall have the right at its

discretion, to terminate this Agreement, deny any of its approvals hereunder, and in the event

DEPARTMENT has granted any approval hereunder, to withdraw such approval.

e. Revenue. All revenue generated by Turnpike System in the area of, or as a result of the

Project shall be the sole property of the DEPARTMENT.

f. Bond Resolutions/Covenants. COUNTY shall take no action which would be in

contravention of any bond resolutions and indentures or impair the integrity of any bond

covenants of the DEPARTMENT, or its Florida’s Turnpike Enterprise.

g. Access to Turnpike System. Unless otherwise authorized by the DEPARTMENT, no

access to the Project area, other than at public access points, subject to the same conditions as

public users, shall be had by COUNTY.

11. Notices; Service of Process. All notices, requests, certificates, or other communications shall

be sufficiently given and shall be deemed given when hand-delivered, mailed by registered or

certified mail postage prepaid, return receipt required or overnight courier service with

guaranteed next day delivery to the parties at the following addresses:

To FTE:

Executive Director & Chief Executive Officer

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Florida’s Turnpike Enterprise

Turnpike Headquarters -Bldg. 5315

P.O. Box 613069 Ocoee, FL 34761-3069

With Copy to:

Turnpike Chief Counsel

Turnpike Headquarters -Bldg. 5315

P.O. Box 613069 Ocoee, FL 34761-3069

To COUNTY:

County Administrator Sumter County 7375 Powell Road Wildwood, FL 34484 With Copy to:

County Attorney The Hogan Law Firm, LLC PO Box 485 Brooksville, FL 34605

Either of the above parties may, by notice in writing given to the other, alter the address to

which communications or copies are to be sent by giving notice of such change of address in

conformity with the provisions of this Section for the giving of notice.

12. Sovereign Immunity. Nothing in this Agreement shall be deemed or otherwise interpreted as

waiving the parties' respective sovereign immunity protections, or as increasing the limits of

liability as set forth in Section 768.28, Florida Statutes.

13. Entire Agreement. This Agreement, including the exhibits to this Agreement, contain the sole and

entire agreement between the parties with respect to their subject matter and supersede any and all

other prior written or oral agreements between them with respect to such subject matter.

14. Jurisdiction and Venue. This Agreement is accepted and entered into in Florida and any

question regarding its validity, construction, enforcement, or performance shall be governed

by Florida law. Venue for any and all actions arising out of or in any way related to the

interpretation, validity, performance or breach of this Agreement shall lie in Leon County,

Florida.

15. Severability. In the event any provision of this Agreement shall be held invalid or

unenforceable by any court of competent jurisdiction, such holding shall not invalidate or

render unenforceable any other provision hereof.

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16. Counterparts. This Agreement may be simultaneously executed in several counterparts, each

of which shall be an original and all of which shall constitute but one and the same instrument.

17. Public Records Law. The parties shall allow public access to all public records made or

received in conjunction with this Agreement and the performance thereof, in accordance with

the provisions of Chapter 119, Florida Statutes.

18. Modifications, Amendments, or Alterations. No modification, amendment, or alteration in

the terms or conditions contained herein shall be effective unless contained in a written

document executed with the same formality and of equal dignity herewith.

19. Waiver. The failure of either party to insist on one or more occasions on the strict performance

or compliance with any term or provision of this Agreement shall not be deemed a waiver or

relinquished in the future of the enforcement thereof, and it shall continue in full force and

effect unless waived or relinquished in writing by the party seeking to enforce the same. A

modification or waiver of any of the provisions of this Agreement shall be effective only if

made in writing and executed with the same formality as this Agreement.

20. Assignment. This Agreement may not be assigned without the written consent of the parties.

21. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties

hereto and their respective successors and assigns. Nothing in this Agreement is intended to

confer any rights, privileges, benefits, obligations or remedies upon any other person or entity

except as expressly provided for herein.

22. No Contingent Fees. The parties warrant that they have not employed or obtained any

company or person, other than their respective bona fide employees to solicit or to secure

this Agreement and that they have not paid or agreed to pay any company, corporation,

individual or firm, other than bona fide employees to solicit or secure this Agreement.

23. Resolution of Conflicts. The Florida’s Turnpike Enterprise’s Executive Director is hereby

authorized and empowered to decide all difficulties, disputes, and conflicts involving traffic

safety, construction, maintenance of traffic, and maintenance within the DEPARTMENT's

right-of-way that may occur in connection with the performance of this Agreement. The

Florida’s Turnpike Enterprise’s Executive Director's decision upon all questions, difficulties

and disputes shall be final and conclusive upon the parties hereto.

24. Effective Date. This Agreement shall become effective when all parties have signed it. The

date this Agreement is signed by the last party to sign it (as indicated by the date stated under

that party's signature) shall be deemed the effective date of this Agreement.

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[SIGNATURES ON FOLLOWING PAGES.]

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IN WITNESS WHEREOF, DEPARTMENT and COUNTY have caused these present to

be executed this Agreement for the purposes herein expressed on the dates indicated below. This

Agreement was approved by COUNTY Board of Directors at its meeting on

, 2021.

STATE OF FLORIDA

DEPARTMENT OF TRANSPORTATION

BY: DATE:

Nicola Liquori

Executive Director & Chief Executive Officer

Florida’s Turnpike Enterprise

ATTEST:

Executive Secretary

Legal Review:

BY:

Office of General Counsel

SUMTER COUNTY, FLORIDA

BOARD OF COUNTY COMMISSIONERS

BY: Date:

___________, Chair, Board of Supervisors

ATTEST:

__________, Clerk

Legal Review:

BY:

___________, County Attorney

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EXHIBIT A

PROJECT LOCATION AND POST-CONSTRUCTION OWNERSHIP AND MAINTENANCE RESPONSIBILITIES

20 | P a g e

Exhibit A

LOCATION MAP

SUMTER COUNTY

STATE ROAD NO. 91 (FLORIDA'S TURNPIKE)

BEXLEY TRAIL BRIDGE OVER S.R. 91 (FLORIDA'S TURNPIKE)

D

Existing Bailey Road Bridge Br. No. 180024 to be removed

End Bexley Trail over SR 91 (Florida's Turnpike) Bridge Bridge No. 184124 Sta. 401+10.00

-..........._ TO LEESBURG

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Begin Bexley Trail over SR 91 (Florida's Turnpike) Bridge Bridge No. 184124 Sta. 398+90.00

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