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JOINT PROJECT AGREEMENT - UTILITY INSTALLATION BY HIGHWAY CONTRACTOR NON REIMBURSABLE (SP# 15050-3527 - WPI# 7117036) I STATE OF FLORIDA DEPARTMENT OF TRANSPORTATI. ON JOINT PROJECT AGREEMENT I UTILITY INSTALLATION BYHIGHWAY CONtRACTOR NONREIMBURSABLE FORM 710-010-22 lJI1LITlES - 04/94 Pogolof5 ::;::j.j:::::i.:.:.ml:lmii::::'::j.i:::'l.::: :j:i:j:i:ijiji:j'j~ldlll::lffi11:::1ij::l:l::: . . . . . . . . . . . . . . . . . . . . . . . . :I,:.:::j::j:::l.i.:.!:II_j.;;:.:.::::;::::::: ::::;:;:::;:;:;:;:;:::;:;:;:;:;:;:::;:;:;:;:;:;:;:;:;:;:;:;:;:;:;: ...................................,.....................,................. :::I~:::::::::::sl:I:::j:i:i:::::: ........................,......................................... :ll::::::::'::::::.::':I::::::::i:il:I,:::.:.:.j,::::1:j:jj::!'w@ill:::::::::::I!i::::::'j:::::::::i::j:::,::::::::::::I::I::j:::, ................................. :rmIll&OO:ma::::II ................................................... ......................,. 7 1 1 703 6 1 5 05 0-3 527/65 29 5 80 PINELLAS 1 N/A THIS AGREEMENT, made and entered into this 2':; day of AP-J0 1- 1995: by and between the STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION, hereinafterreferred to as the FDOT, and The Citv of Clearwater-Gas, hereinafter referred to as UTILITY, an organization organized and existing under the laws of Florida , with its principal place of business in Clearwater, County of Pin ell as, State of Florida. WITNESSETH: ~ WHEREAS, the FDOT is constructing, reconstructing or otherwise changing a portion of the State Highway System designated by the FDOT as State Project No. 15050-3527, Road No. 580, from 400' East of Gim Gong to Racetrack Road, which shall call for the adjustment, relocation and/or installation of the Utility's facilities along, over and/or under said highway; and WHEREAS, the plans for the said construction, reconstruction or other changes to be made, as above described, have been reviewed by the FDOT and the UTILITY, said above described UTILITY relocation, hereinafter referred to as "Utility Work"; and wTIEREAS, the term "Cost of Utility Work" shall include the entire amount paid by the UTILITY properly - attributable to such work; and WHEREAS, the UTILITY has expressed its desire to assume all costs incurred by this Utility Work and has requested the FDOT to include in said Project certain plans and specifications to meet the UTILITY'S needs; and WHEREAS, the FDOT and the UTILITY have determined that it would be to the best interest of the general public and to the economic advantage of both parties to enter into a JOINT PROJECT AGREEMENT, hereinafter referred to as "JP A," providing for such work; NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, it is agreed by the parties as follows: 1. The FDOT and the UTILITY shall participate in a JP A, the scope of which will cover only the UTILITY facility within the limits of the project as included in the plans and estimate of the FDOT contract, more specifically described as 15050-6529. The estimated cost of said project is $100,466.21 including allowances(5% Mobilization, 2% Maintenance of Traffic, 5% CEA, and 10% Contingency); and the method of payment is specified in Exhibit "A" attached hereto and made a part hereof. /).. 1'1 ''''.. .0". ~ 1 \' -:>, ~ /~, l_/i /-( /'~,"! -. 1/. I I FORM 710-010-22 UTILITIES - 04/94 Page 2 of5 2. The UTILITY will prepare, at its expense, the design and plans for all of the necessary Utility Work specified above, and will furnish to the FOOT no later than Februarv 15, 1995, complete original plans, same as FOOT's contract plans, all suitable for reproduction by the FOOT, together with a complete set of specifications covering all construction requirements for the Utility Work. Final plans shall be complete in every detail and will include a "Summary of Quantities" sheet. It will be the responsibility of the UTILITY to coordinate the development of the Utility Work plans with the FOOT'S plans. The FOOT, upon request by the UTILITY, will furnish all available highway information required by the UTILITY for the development of the Utility Work plans; and the FOOT shall cooperate fully with the UTILITY to this end. 3. All of the work on the JP A is to be done according to the plans and specifications of the FOOT which plans and specifications are, by reference hereto, made a part hereof. The UTILITY will be responsible for verifying the accuracy of the FOOT'S underground survey information, and will also be responsible for any changes to the UTILITY'S plans made necessary by errors or omissions in the FOOT'S survey information as furnished to the UTILITY. All errors, omissions or changes in the design of the Utility Work will be the sole responsibility of the UTILITY. In any conflict between UTILITY and FOOT specifications, the FOOT'S specifications will govern. All Utility Work covering facilities to be relocated to a position within the FOOT right of way will be accommodated in accordance with the FOOT "Utility Accommodation Manual." 4. The UTILITY, at its expense, will furnish all engineering inspection, testing and monitoring of the Utility Work, and will also furnish the FOOT'S engineer with progress reports for diary records, approved quantities and amounts for weekly, monthly and fmal estimates. All field survey control for the Utility Work will be furnished by the UTILITY under the supervision of the FOOT'S engineer. The coordination of the Utility Work with that of the FOOT contractor and other UTILITIES and/or their contractors will be the responsibility of the FOOT, and the UTILITY shall cooperate fully in this matter. All information required for Changes or Supplemental Agreements pertaining to the Utility Work shall be promptly furnished to the FOOT by the UTILITY upon the request of the FOOT. 5. The FOOT will provide the necessary engineering supervision to assure construction is in compliance with the plans and specifications hereinafter referred to, and shall receive all bids for and let all contracts for said Utility Work all at the sole expense of the UTILITY. All bids for said Utility Work shall be taken into consideration in the award of bid on the FOOT Project and the UTILITY shall have the right to review and reject any and all bids on the Utility Work. If said bids exceed the FOOT'S estimated cost by more than ten percent (10%), the FOOT may elect to participate in the cost involved in the Utility Work. Such participation shall be limited to the difference between the FOOT'S official estimate plus ten percent (10%) and the amount awarded for the Utility Work. In the event the FOOT does not elect to participate in the manner prescribed above and the bid is rejected by the UTILITY, then the UTILITY shall arrange, at its own expense, for the prompt construction of the Utility Work in accordance with the relocation schedule submitted by the UTILITY. In the event the UTILITY elects this option, the UTILITY shall notify the FOOT of its intent and request the refund of the deposited funds. Upon the receipt of such notice, the FOOT shall amend the highway contract documents prior to award. The UTILITY shall cooperate with the FOOT'S contractor to schedule the sequence of the UTILITY'S work so as not to delay the work of the FOOT'S contractor. The UTILITY shall defend any legal claims of the FOOT'S contractor due to delays caused by the UTILITY'S failure to comply with their relocation schedule, and shall comply with all provision of the law and the FOOT "Utility Accommodation Manual." The UTILITY shall not be responsible for delays beyond its normal control. I I FORM 710-0\ 0-22 UTILlTlES - 04194 Pago 3 of5 6. All adjustments, relocations, repairs and incidentals required to be performed to the existing utilities within this project, not included in this contract, will be the sole responsibility of the UTILITY and will be handled under a separate agreement and utility relocation schedule. All such work is to be coordinated with the construction of this project and in a manner that will not cause delay to the FDOT contractor. 7. All services and work under the construction contract shall be performed to the satisfaction of the DISTRICT DIRECTOR OF OPERATIONS or designee, and he shall decide all questions, difficulties and disputes of whatever nature, which may arise under or by reason of such contract for Utility Work; the prosecution and fulfilhnent of the services thereunder, and the character, quality, amount and value thereof; and his decision upon all claims, questions and disputes thereunder shall be fmal and conclusive upon the parties hereto. 8. The UTILITY agrees that it will, at least seven (7) days prior to the FDOT'S advertising the construction project for bid, furnish the FDOT an advance payment, including allowances, in the amount of $100,466.21 for payment of said Utility Work. In the event that the actual bid amountplus allowances is greater than the amount previously provided, the UTILITY agrees that, within fourteen (14) calendar days of notification by the FDOT, it shall make an additional payment so that the total amount provided prior to award of the bid equals the bid amount plus allowances. If the accepted bid amount plus allowances is less than the deposit amount, the DEPARTMENT will refund the amount that the deposit exceeds the bid amount plus allowances if such refund is requested by the UTILITY. Both parties further agree that in the event fmal billing pursuant to the terms of this agreement is less than the advance payment, a refund of the excess will be made by the FDOT to the UTILITY and that in the event said final billing is greater than the advance payment, the UTILITY will pay the additional amount within forty (40) days from the date of the invoice. The payment of funds as required above will be made as follows (choose one): Directly to the FDOT for deposit into the State Transportation Trust Fund. --X- Deposit as provided in the attached Memorandum of Agreement (Exhibit A) between UTILITY, FDOT, and the Florida Department of Insurance, Division of Treasury. 9. Upon completion and acceptance of the work, the UTILITY shall own, control, maintain and be responsible for all of its facilities, according to the terms of the utility permit. The UTILITY further agrees to comply with all provisions of the FDOT "Utility Accommodation Manual." 10. The UTILITY covenants and agrees that it shall, to the extent permitted by law, indemnify, defend, save and hold harmless the FDOT from any and all legal actions, claims or demands by any person or legal entity against the FDOT arising out of the joint participation in this Agreement. 11. Upon final payment to the contractor for the entire project, the FDOT shall, within one hundred eighty (180) days, furnish the UTILITY with two (2) copies of its final and complete billing of all cost incurred in connection with the work performed hereunder, such statement to follow as closely as possible the order of the items contained in the job estimate. The final billing will show the description and site of the project; the date on which the first work was performed or the date on which the last work was performed or the last item of billed expense was incurred; and the location where the records and ,. - , " ' I I FORM 710-010-22 UTILITIES . 04/94 Page 4 of5 accounts billed can be audited. All cost records and accounts shall be subject to audit by a representative of the UTILITY within three (3) years after acceptance of the project. In the event fmal cost is less than the advance payment, the FDOT will refund the balance to the UTILITY. If the fmal cost exceeds the advance payment, the UTILITY will be invoiced for the balance. Upon receipt of the fmal invoice, the UTILITY will reimburse the FDOT in the amount of such actual cost within forty (40) days. The UTILITY shall pay an additional charge of 1 % per month on any invoice not paid within the time specified in the preceding sentence until the invoice is paid. 12. The UTILITY shall pay the FDOT'S reasonable attorneys' fees and court costs if the FDOT prevails in litigation for the enforcement of the provisions of paragraphs 1, 8 or 12 of this Agreement. 13. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein, and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representation or agreements whether oral or written. It is further agreed that 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. 14. This Agreement shall be governed, interpreted and construed according to the laws of the State of Florida. 15. If any part of this Agreement shall be determined to be invalid or unenforceable by a court of competent jurisdiction, or by any other legally constituted body having the jurisdiction to make such determination, the remainder of this Agreement shall remain in full force and effect provided that the part of the Agreement thus invalidated or declared unenforceable is not material to the intended operation of this Agreement. ,.. I I FORM 710-010-22 UI1LITIES - 04/94 Page 5 of5 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed by their duly authorized officers, and their official seals hereto affixed, the day and year fIrst above written. UTILITY: CITY OF CLEARWATER, FLORIDA BY: ~k~ Eliz. ethM. .. eptula (Title: City: Manager ATTEST(s): ..~ ~...)J: [),~ ~E. Gu:d aU (Title: City Clerk FDOT Approved as to Form, Legality and Execution BY: ~,/~4~ Attorney BY: STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY ~d/ .t?~ ATTEST(s): (Title: ) Approved as to form and legal sufficiency: ) ~I ~4'~~1~-L/ Paul RicHard Hull Assistant City Attorney ~rLf;!~!/ (SEAL) RECYCLED PAPE~* . , I I ExhibilA 5/92 Page 1 of2 EXHIBIT" A" MEMORANDUM OF AGREEMENT :-;..~: - r''.' ~ ) 0::; (~ ~ = \" I ,; U \..: '_', 1 ,; "i.:'_: ':'_ ::: ': '" --' TIllS AGREEMENT, made and entered into this 2-:;- day /l,P;2, [ , 199 ~ by' ahd between'the State of Florida, Department of Transportation, hereinafter referred to as "DOT" and the State of Florida, Department of Insurance, Division of Treasury, hereinafter referred to as "Treasurer" and The City of Clearwater Gas, hereinafter referred to as the "Participant". WITNESSETH WHEREAS, "DOT" is currently constructing the following project: State Project No: 1505Q,.-3527/6529 F.A.P. No: N/A W.P.I. No: 7117036 County: Pinellas hereinafter referred to as the "Project". WHEREAS, DOT and the Participant entered into a Joint Participation Agreement. dated 2J AP12, I , 199..:i., wherein DOT agreed to perform certain work on behalf of the Participant in conjunction with the Project. WHEREAS, the parties to this AGREENIENT mutually agreed that it would be in the best interest of the DOT and the Participant if an escrow account were established to provide funds for the additional work performed on the Project on behalf of the Participant by DOT. NOW THEREFORE, in consideration of the premises and the covenants contained herein the parties agree to the following: 1. An initial deposit in the amount of $100,466.21 ( ) will be made by the "Participant" into an escrow account. Said escrow account will be opened by DOT on behalf of the Participant in the name of the Florida Department of Transportation with the Department of Insurance, Division of Treasury, Bureau of Collateral Securities upon receipt of this Memorandum of Agreement. Such account will be opened and shall be deemed an asset of DOT. Exhibit A '!/92 Page 2 of2 I I 2. Other deposits will be made only by the Participant as necessary to cover the cost of the gas facilities work prior to the execution of any Supplemental Agreements. 3. All deposits shall be made payable to the Department of Insurance. Revenue Processing and mailed to the DOT Office of Comptroller for appropriate processing at the following address: FLORIDA DEPARTMENT OF TRANSPORTATION Office of Comptroller (M.S. 24) 605 Suwannee Street Tallahassee, Florida 32399-0450 A TTN: J.ll A Coordinator A copy of this Agreement shall accompany the deposits. 4. The DOT's Comptroller and/or his designees shall be the sole signatories on the escrow account with Department of Insurance and shall have sole authority to authorize withdrawals from said account. 5. Unless instructed otherwise by the parties hereto, all interest accumulated in the escrow account shall remain in the account for the purposes of the proj ect as defined in the JP A. 6. The Treasurer agrees to provide written confirmation of receipt of funds to the DOT. 7. The Treasurer's Office further agrees to provide periodic reports to the DOT. ';71/21- f:t!- STATEOFFLO A DEPARTMENT OF TRANSPORTATION COMPTROLLER xk ~ ~ ~~ S';ATE 0 FLORIDA DEP ARTMENT OF INSURANCE DIVISION OF TREASURY Manager 112 S. Osceola Avenue PARTICIPANT ADDRESS Clearwater,FL 34616 596000289 FEDERAL TAX J.D.