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08-27 T RESOLUTION NO. 08-27 A RESOLUTION OF THE CITY OF CLEARWATER, FLORIDA, APPROVING THE EXECUTION OF A UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT WITH PINELLAS COUNTY REGARDING RELOCATION AND INSTALLATION OF NEW NATURAL GAS MAINS FOR THE IMPROVEMENT PROJECT FOR KEYSTONE ROAD FROM US19 TO EAST LAKE ROAD; PROVIDING AN EFFECTIVE DATE. WHEREAS, Pinellas County has a project to widen/improve Keystone Road from US19 to East Lake Road including roadway, sidewalk, other improvements and utilities to include those existing Clearwater Gas System facilities which conflict with the design; and WHEREAS, under the Utility Work By Highway Contractor Agreement, Pinellas County's general contractor will perform the relocation of existing and installation of new natural gas mains; and WHEREAS, having Pinellas County's general contractor relocate and install the natural gas mains allows for the work to be done in a timely manner and releases Clearwater Gas System from penalty payments; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CLEARWATER, FLORIDA: Section 1. The City Council hereby accepts and approves the Joint Project Agreement between the City and Pinellas County, identified as Utility Work By Highway Contractor Agreement, Project ID 920522, a copy of which is attached as Exhibit A. Section 2. The City Council hereby authorizes the Mayor and City Manager to sign the Utility Work By Highway Contractor Agreement described in this resolution and associated documents. Section 3. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 18th day of December ,2008. :i..,~y ~ '---f"(ank V. Hibbard ' Mayor Appr0ved as to form: '. -~'}; ~y~ Assistant City Attorney --""". JOINT PROJECT AGREEMENT FOR UTILITY INST ALLA TION BY ROADWAY CONTRACTOR PROJECT NAME: KEYSTONE ROAD PROJECT LIMITS: FROM U.S. HIGHWAY 19 NORTH TO EAST OF EAST LAKE ROAD PROJECT NO.: 920522 THIS JOINT PROJECT AGREEMENT (Agreement) made and entered into on the day of , 2008, by and between Pinellas County (County), a political subdivision of the State of Florida, and the City of Clearwater (City), a municipal corporation of the State of Florida, d/b/a Clearwater Gas System, each individually referred to herein as Party and collectively as Parties. WITNESSETH: WHEREAS, the COUNTY intends to construct roadway and drainage improvements to Keystone Road, from U.S. Highway 19 North to east of East Lake Road (Project), which will call for the adjustment, relocation, and/or installation of the City's utility facilities along, over and/or under the Project; and WHEREAS, the above described utility facilities are to hereinafter be designated as the Utility Work; and WHEREAS, the Parties have determined that it would be in the best interest of the general public and to the economic advantage of both Parties to enter into this Agreement for the Utility Work to be accomplished by the County's contractor as part of the construction of the Project. NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00) each to the other in hand paid, the receipt whereof is hereby acknowledged, and in further consideration of the mutual covenants hereinafter contained, it is agreed by the Parties as follows: 1. Utility Work The Utility Work consists of the replacement, relocation or adjustment of four inch (4") and two inch (2") gas mains that are in conflict with the proposed construction, including the installation of fifteen thousand (15,000) linear feet of new four inch (4") polyethylene gas mains, as part of County PID No. 920522, located within the Project limits. .r~ 2. Funding 2.1 The County will be responsible for the bidding and award of the construction contract and will include the Utility Work as a separate option item in its bidding document. After the County receives, opens, and evaluates the bids, the County will notify the City, in writing, of the County's intent to award the contract. This notification will include the amount for the Utility Work option. The City will have fifteen (15) days from receipt of the County's notification to request, in writing, that the County delete this option, and to notify the County of the City's intent to perform the Utility Work with the City's own forces or its own contractor. In order not to delay the construction of the Project, the City must show that it is ready and able to perform all Utility Work prior to requesting that the County delete the Utility Work option from the contract award. The City does not have the right to delay or affect, in any way, the award of the contract. In the event the City, in performing the Utility Work, causes a compensable delay to the County's construction of this Project, the City will pay all claims and costs incurred due to its delay. 2.2 The City hereby certifies that funding for the preliminary estimated Utility Work cost of Two Hundred Thousand and 001100 Dollars ($200,000.00), plus five percent (5%) for County construction/contract administration costs in the amount of Ten Thousand and 00/100 Dollars ($10,000.00), for a total cost of Two Hundred Ten Thousand and 001100 Dollars ($210,000.00), has been appropriated and is available for deposit into an escrow account for the purpose of payments by the County to the contractor on the City's behalf. The deposit will be due to the County no later than thirty (30) days from the date of notification of the County's intent to award the construction contract. If the option item of the contractor's bid selected by the County for performance of the Utility Work exceeds the amount of the preliminary estimated Utility Work, then subject to and in accordance with the limitations and conditions established by Subparagraph 2.1 hereof regarding the City's option to remove the Utility Work, the City will deposit an amount with the County which equals the total option item plus five percent (5%) of that amount for County construction/contract administration. Interest will accrue on the deposit balance and be used toward Project costs. In the event the final, actual cost of the Utility Work is less than the preliminary estimate of cost, the County will reimburse the City any excess escrow account funds. Should contract modifications occur that increase the City's share of total project costs, the City will be notified by the County accordingly. The City agrees to provide, in advance of the additional work being performed, adequate funds to ensure that cash on deposit with the County is sufficient to fully fund its share of the project costs. The County shall notify the City as soon as it becomes apparent the actual costs will overrun the award amount; however, failure of the County to so notify the City shall not relieve the City from its obligation to pay for the full cost of the Utility Work. 2.3 The County will require the successful contractor to comply with the following conditions. The City shall be responsible for the costs attributed to said compliance with these conditions as part of the Utility Work: 2 a. Indemnify, hold harmless, pay on behalf of and defend the County and its agents and employees and the City and its agents and employees from and against all claims, damages, losses and expenses, including, but not limited to, attorney's fees, arising out of or resulting from the performance of the Project or the Utility Work; and b. Provide a dual obligee bond in the full amount of the Project, naming Parties as obligees; and c. Provide insurance coverage with the Parties named as additional insured entities and certificate holders in the sum of $2,000,000 per occurrence and $2,000,000 in the aggregate. 3. Agreement Activities 3. I The City will prepare, at its expense, the design of plans and specifications for all of the City's necessary Utility Work and reimbursable Utility Work described above and will furnish to the County no later than September 30, 2008 complete and reproducible plans on standard size sheets (II" x 17" and 24" x 36"), together with a complete set of specifications covering all construction requirements for the Utility Work. These plans and specifications will be complete in every detail and will include a "Summary of Quantities" sheet and/or "Bill of Materials" identifying the items of work with a final estimate of cost (Engineer's Estimate) required to accomplish the Utility Work with said estimate to be satisfactory to the County. The plans and specifications will be signed and sealed by a Registered Professional Engineer in the State of Florida. 3.2 The City will coordinate the development of the Utility Work plans with the County's plans for the Project. The County, upon request by the City, will furnish all available roadway information required by the City for the coordination and development of the Utility Work plans, and the County will cooperate with the City to this end. 3.3 The City will obtain all necessary Florida Department of Transportation or other jurisdiction permits required for construction of the Utility Work. 3.4 The County will issue a "Right-of-Way Utilization Permit" upon execution of the Agreement by both parties. This permit will not be subject to any required fees. 3.5 All surveys for construction of the Utility Work will be furnished by the successful contractor. 3.6 The coordination of the City's Utility Work with that of the roadway contractor and other utilities and/or their contractors will be the responsibility of the County. The City will cooperate fully and immediately to resolve any delays in the construction of the Project occurring as a result of the City's Utility Work. 3 3.7 All of the Utility Work done pursuant to this Agreement shall be done in substantial accordance with the plans and specifications of the City, which plans, and specifications are, by reference hereto, made a part hereof. All information required for field changes, change orders or supplemental agreements pertaining to the City's Utility Work will be promptly furnished to the County. 3.8 The City will provide the necessary construction and engineering inspection of the City's Utility Work to determine if construction is in substantial compliance with the plans and specifications. The City's inspector will immediately notify the County inspector of any objections to the Utility Work. 3.9 The City will participate in the design, construction progress meetings, utility coordination, pre-construction, and other meetings as necessary for Project coordination. This includes addendums prior to construction that may affect specific work included in this Agreement. 3.10 All adjustment, relocations, repairs, maintenance, and incidental work ("Incidentals") required to be performed to the City's existing utilities for the Agreement, not included in the Utility Work, will be the sole responsibility of the City. All such work is to be coordinated with the construction of the Project and in a manner that will not cause delay to the County's Project contractor. 3.11 The City's comments and suggestions are invited and will be considered by the County; however, all services and work under the construction contract will be performed to the satisfaction of the County's Director of Public Works and Transportation, who will 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 fulfillment of the services thereunder, and the character, quality, amount and value thereof; and whose decision upon all claims, questions and disputes thereunder are final and conclusive upon the Parties hereto. 3.12 Upon final completion of the entire Project, which will be determined by the County or designee, the City will own, control, maintain and be responsible for all City utility facilities in accordance with the terms of the Right-of-Way Utilization Permit. The City will maintain and keep in repair, or cause to be maintained and kept in repair, all of such constructed utilities facilities. 3.13 The County will forward all invoices for processing to the City's representative at: Bruce Griffin, Engineering City of Clearwater 400 North Myrtle A venue Clearwater, Florida, 33755 4 3.14 Upon final completion of the entire Project, the County will, within one hundred eighty (180) days, furnish the City with two (2) copies of its final and complete billing of all costs 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 and include all monthly payments to the contractor. The final billing will show the description and site of the Project, 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 accounts bill can be audited. Adequate reference will be made in the billing to the County's records, accounts or other relevant documents. All cost records and accounts will be subject to audit by a representative of the City. 3.15 Upon completion of the entire Project, the Contractor will supply "as-built" ("Record") standard size sheet (11" x 17" and 24" x 36") Utility Work plans to the County, who in turn will, within one hundred eighty (180) days, furnish the City with one (1) set. 3.16 Upon completion of the entire Project, the County will insure that any warranty, including materials, equipment, workmanship and closeout documents, by the contractor constructing and/or installing facilities related to the Utility Work in accordance with this Agreement, is assigned to the City. 4. Proiect Managers The primary contact for each of the Parties is: 4.1 The Project Manager for the City shall be Bruce Griffin or his designee (City Project Manager), whose telephone number is (727) 562-4900 and whose mailing address is City of Clearwater, 400 North Myrtle Avenue, Clearwater, Florida, 33758. 4.2 The Project Manager for the County shall be Joseph DeMoss or his designee (County Project Manager), whose telephone number is (727) 464-3631 and whose mailing address is Pinellas County Public Works Department, 440 Court Street, Clearwater, Florida 33756. 4.3 Each Party may designate a replacement Project Manager by giving notice of such designation to the other Party in accordance with this Agreement. 5. Records, Reports, and Inspection The County shall maintain financial records, accounting and purchasing information, and books and records for the Agreement. These books, records, and information shall comply with general accounting procedures. All documents related to the Agreement are public record and shall be retained and provided as required by law. 5 . . 6. Compliance with Federal, State, County, and Local Laws Both Parties shall comply with all federal, state, county, and local laws, regulations, and ordinances at all times. 7. Responsibilities of the Parties The Parties shall be fully responsible for their own acts of negligence and their respective agents acts of negligence, when such agents are acting within the scope of their employment; and shall be liable for any damages resulting from said negligence to the extent permitted by Section 768.26, Florida Statutes. Nothing herein is intended to serve as a waiver of sovereign immunity by either of the Parties. Nothing herein shall be construed as consent by the Parties to be sued by third parties in any matter arising out of this Agreement. 8. Discrimination The Parties shall, during the performance of this Agreement, comply with all applicable provisions of federal, state and local laws and regulations pertaining to prohibited discrimination. 9. Assignment This Agreement may not be assigned. 10. Severability Should any section or part of any section of this Agreement be rendered void, invalid, or unenforceable by any court of law, for any reason, such a determination shall not render void, invalid, or unenforceable any other section or any part of any section of this Agreement. 11. Entire Agreement This Agreement constitutes the entire Agreement between the Parties, and no change will be valid unless made by supplemental written agreement executed by both Parties. 12. Notification All notices, requests, demands, or other communications required by law, or this Agreement shall be in writing and shall be deemed to have been served as of the delivery date appearing upon the return receipt if sent by certified mail, postage prepaid with return receipt requested, to the Project Manger whose address is set forth in Section 4 above, or upon the actual date of delivery, if hand delivered to the Project Manger. 6 13. Waiver No act of omission or commission of either Party, including without limitation, any failure to exercise any right, remedy, or recourse, shall be deemed to be a waiver, release, or modification of the same. Such a waiver, release, or modification is to be effected only through a written modification to this Agreement. 14. Due Authority Each Party to this Agreement represents and warrants to the other Party that (i) it is duly organized, qualified and existing entities under the laws of the State of Florida, and (ii) all appropriate authority exists so as to duly authorize the persons executing this Agreement to so execute the same and fully bind the Party on whose behalf they are executing. 15. Headings The paragraph headings are inserted herein for convenience and reference only, and in no way define, limit, or otherwise describe the scope or intent of any provisions hereof. 16. Approval This Agreement is subject to approval by the Parties. 17. Fiscal Funding The obligations of the Parties are subject to appropriate budgeted funds being available in each budget year to achieve the purposes of this Agreement. In the event that sufficient budgeted funds are not available in a subsequent fiscal year, this Agreement shall terminate on the last day of the fiscal year for which sufficient budgeted funds are available without penalty to either of the Parties. 18. Term The terms of this Agreement shall commence upon execution of this Agreement by the Parties and shall terminate after completion and acceptance of the Utility Work and upon final payment in accordance with the provisions of Paragraph 3.14 of this Agreement. 7 ., . IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be executed by their duly authorized representatives on the day and date first above written. CITY OF CLEARWATER PINELLAS COUNTY, FLORIDA by and through its Interim County Administrator By: (S.... A t"t<l"h..tt Si gJl<lt"lIr.. P<lgp) Print: By: Fred E. Marquis Title: ATTEST: WITNESS: By: (See Attached Signature Page) City Clerk By: APPROVED AS TO CONTENT/FORM: APPROVED AS TO FORM: By: (See Attached Signature Page) City of Clearwater Attorney By: Office of the County Attorney 8 . ' . City of Clearwater Signature Page Attachment to: Joint Project Agreement For Utility Installation by Roadway Contractor Project Name: Keystone Road Project No.: 920522 Countersigned: CITY OF CLEARWATER, FLORIDA Frank V. Hibbard Mayor By: William B. Horne II City Manager Approved as to form: ~ffi-~ Laura Lipowski Assistant City Attorney Attest: Cynthia E. Goudeau . City Clerk