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COOPERATIVE AGREEMENT FOR THE DEVELOPMENT OF THE COMPREHENSIVE CONSERVATION AND MANAGEMENT PLANT FOR CLEARWATER HARBOR AND ST JOSEPH SOUNDCOOPERATIVE AGREEMENT BETWEEN PINELLAS COUNTY, THE CITY OF CLEARWATER, THE CITY OF DUNEDIN, THE CITY OF LARGO, AND THE CITY OF TARPON SPRINGS For The Development of the Comprehensive Conservation and Management Plan for Clearwater Harbor and St. Joseph Sound THIS AGREEMENT is entered into this eday ?fttw, 2010 by and among PINELLAS COUNTY, a political subdivision (hereinafter COUNTY), the CITY OF CLEARWATER, a municipal corporation (hereinafter CLEARWATER), the CITY OF DUNEDIN, a municipal corporation (hereinafter DUNEDIN), the CITY OF LARGO, a municipal corporation (hereinafter LARGO), and the CITY OF TARPON SPRINGS, a municipal corporation (hereinafter TARPON SPRINGS). WITNESSETH: WHEREAS, this Agreement is for the purpose of developing a Comprehensive Conservation and Management Plan for Clearwater Harbor and St. Joseph Sound (hereinafter CCMP); and WHEREAS, the COUNTY, CLEARWATER, DUNEDIN, LARGO, and TARPON SPRINGS (hereinafter PARTNERS) agree that Clearwater Harbor and St. Joseph Sound are critical resources of the County; and WHEREAS, the PARTNERS acknowledge that twelve (12) impaired waters as designated by 62-303 F.A.C. exist within the project area (Exhibit "A"); and WHEREAS, the State's Total Maximum Daily Load (TMDL) regulations will be reflected in the National Pollutant Discharge Elimination System (NPDES) permit requirements held by the PARTNERS; and WHEREAS, meeting the requirements of the State TMDL program will require local governmental agencies to cooperate extensively on TMDL related studies and projects; and WHEREAS, such intergovernmental cooperation will result in more efficient, cost effective TMDL compliance for each governmental agency, and less duplication of efforts. NOW, THEREFORE, in consideration of the premises and the mutual covenants, conditions and terms set forth herein, the PARTNERS hereby mutually agree as follows: Page 1 of 12 1. PURPOSE The purpose of this Agreement is to set forth the relationship of the PARTNERS with respect to the following: A. To define the general responsibilities of the PARTNERS in developing the CCMP. B. To establish a cost allocation method to ensure equitable distribution of costs. 2. GENERAL RESPONSIBILITIES - CCMP development A. The COUNTY will be responsible to engage and secure a consultant to develop the CCMP with the Proposed Project Plan set forth in Exhibit "B." B. The COUNTY will administer the consultant contract. C. The COUNTY will ensure the CCMP is completed by the consultant on or before December 31, 2012. D. The PARTNERS will provide all available information and data, as requested, by the consultant for use in developing the CCMP. E. The PARTNERS will be provided copies of all meeting minutes, sign in sheets, and draft deliverables for review and comment. F. The PARTNERS agree to review all deliverables within the review period. G. The PARTNERS will receive copies of all final deliverables including reports, models, and GIS files within two weeks of receipt from the consultant. Page 2 of 12 3. PROJECT BUDGET AND COST ALLOCATION A. Project Cost 1. The cost of the CCMP is $598,220 and is budgeted in the Pinellas County Capital Improvement Program budget under project number 827. 2. The cost to collect flow data in the project area for development of the water quality loading model is $71,800. 3. The total project cost is $670,020. B. Grants 1. The COUNTY has secured $530,000 in outside funding. C. Cost Allocation 1. The basis for cost allocation shall be the total project cost less the grant funding or $140,020. 2. The percentage breakdown for each of the PARTNERS is as follows: i. PINELLAS: 51.2% or $71,690.25 ii. CLEARWATER: 16.15% or $22,613.23 iii. DUNEDIN: 13.72% or $19,210.74 iv. LARGO: 7.46% or $10,445.49 v. TARPON SPRINGS: 11.47% or $16,060.29 2. The COUNTY shall invoice CLEARWATER, DUNEDIN, LARGO, and TARPON SPRINGS for their respective contribution, as stated above, no later than September 1, 2011. Page 3 of 12 Payments shall be lump sum as shown above. Payments shall be made to the COUNTY within forty five (45) days of receipt of the invoice, and CLEARWATER, DUNEDIN, LARGO, and TARPON SPRINGS may request supporting documentation from the COUNTY. SECTION 4. COPIES Upon final execution of this document, the original will be filed with the Clerk of Circuit Court of Pinellas County pursuant to Section 163.01, Florida Statutes. Two (2) copies will be provided to each of the PARTNERS. SECTION 5. NOTICES All written notices to the PARTNERS under this Agreement shall be directed to the following addresses: Pinellas County: Kelli Hammer Levy Division Director Pinellas County Dept. of Environmental Management 300 South Garden Avenue Clearwater, FL 33756 Clearwater: Ed Chesney City of Clearwater Stormwater P.O. Box 4748 Clearwater, FL 33758-4748 Dunedin: Doug Hutchins Public Works and Utilities City of Dunedin PO Box 1348 Dunedin, FL 34697-1348 Tarpon Springs: Paul Smith City of Tarpon Springs 323 E. Pine Street Tarpon Springs, FL 34688 Largo: Mr. Leland Dicus City Engineer City of Largo P.O. Box 296 Largo, FL 33779-0296 Page 4 of 12 SECTION 6. AUDIT REQUIREMENTS A. All PARTNERS' records shall be open to inspection and subject to examination, audit, and/or reproduction during normal working hours by any PARTNERS' agents or authorized representatives to the extent necessary to adequately permit evaluation and verification of any invoices, payments or claims submitted pursuant to the execution of this Agreement. These records shall include, but not be limited to, accounting records, written policies and procedures, subcontractor files (including proposals of successful and unsuccessful bidders), original estimates, estimating worksheets, correspondence, change order files (including documentation covering negotiated final settlements), and any other supporting evidence necessary to substantiate charges related to this Agreement. They shall also include, but not be limited to, those records necessary to evaluate and verify direct and indirect costs, including overhead allocations as they may apply to costs associated with this Agreement. B. For the purpose of such audits, inspections, examinations and evaluations, the PARTNERS' agents or authorized representatives shall have access to said records from the effective date of the Agreement for the duration of the work, and until three (3) years after the date of final payment by the PARTNERS pursuant to this Agreement. Page 5 of 12 C. The PARTNERS' agents or authorized representatives shall have access to all facilities and all necessary records to the extent necessary to conduct audits in compliance with this Section. The PARTNERS' agents or authorized representatives shall give all other PARTNERS reasonable advance notice of intended inspections, examinations, and/or audits. SECTION 7. TERMINATION OF AGREEMENT Any PARTNER may terminate this Agreement with or without cause by notifying all other PARTNERS in writing thirty (30) days in advance. Regardless of any such termination, the COUNTY shall be entitled to compensation from the terminating PARTNER for all expenses provided for in Section 3.C., so long as said expenses are properly incurred. The Agreement will stay in effect for all PARTNERS remaining. SECTION 8. ENTIRE AGREEMENT This Agreement together with Exhibits "A and B" embodies the whole Agreement of the PARTNERS. There are no promises, terms, conditions or allegations other than those contained herein and this document shall supercede all previous communications, representations and/or agreements, whether written or verbal, between the parties hereto. This Agreement may be modified only in writing, executed by all PARTNERS. Page 6 of 12 SECTION 9. AGREEMENT TERM This Agreement shall take effect as provided in Section 12 and shall remain in effect until December 31, 2012, unless renewed in writing by mutual agreement of all PARTNERS hereto for an additional length of time. SECTION 10. HOLD HARMLESS The PARTNERS hereto agree to be fully responsible for their own acts of negligence, or their respective agents' acts of negligence when acting within the scope of their employment, and agree to be liable for any damages resulting from said negligence to the extent permitted by section 768.28, Florida Statutes. Nothing herein shall be construed as consent by the PARTNERS to be sued by third parties in any manner arising out of this Agreement. SECTION 11. EFFECTIVE DATE This Agreement shall take effect upon execution by the PARTNERS. Page 7 of 12 IN WITNESS WHEREOF, the undersigned have hereunto affixed their hands and seals as the day and year first above written. PINELLAS COUNTY, by and through its Board of County Commissioners � . B y: a. _ F Robert LaSala, Co inty A nlinistrator ATTEST: n-B-url-e;7 ter- By. 1 _ � APPROVED AS TO FORM: � r � By.q , Offic of County Attorney i I Page 8 of 12 COOPERATIVE AGREEMENT BETWEEN PINELLAS COUNTY, THE CITY OF CLEARWATER, THE CITY OF DUNEDIN, THE CITY OF LARGO, AND THE CITY OF TARPON SPRINGS CITY OF CLEARWATER CITY OF CLEARWATER, FLORIDA By• City Engineer Approved as to form Attest: City Clerk W cz Page 9 of 12 COOPERATIVE AGREEMENT BETWEEN PINELLAS COUNTY, THE CITY OF CLEARWATER, THE CITY OF DUNEDIN, THE CITY OF LARGO, AND THE CITY OF TARPON SPRINGS CITY OF DUNEDIN Attest: City of Dunedin, Florida By: City Clerk Doug H c in l, Director of Public Works(, Utilities Approved as to form and content by: ' r City for Page 10 of 12 COOPERATIVE AGREEMENT BETWEEN PINELLAS COUNTY, THE CITY OF CLEARWATER, THE CITY OF DUNEDIN, THE CITY OF LARGO, AND THE CITY OF TARPON SPRINGS CITY OF LARGO City of Largo, Florida By: -- Mayor Attest: of I,q , CPS City Clerk FLORIDA Reviewed and Approved: City A toriley r� Page 11 of 12 COOPERATIVE AGREEMENT BETWEEN PINELLAS COUNTY, THE CITY OF CLEARWA`I'ER, THE CITY OF DUNEDIN,THE CITY OF LARGO, AND THE CITY OF TARPON SPRINGS CITY OF TARPON SPRINGS City of l-arpon Springs, Florida $ S,Mayor Attest- 1] COBS, Approved as to form and content by: City Attorney Page 12 of 12 APPENDIX A CLEAR WATER HARBOR I ST JOSEPH SOUND IMPAIRED MATERS j�_ .`� t -�ttot xQ x •�•�,wR..1 'r;K'� �. ���- 5,;�a �'` ��.�ass a v�= � r x K r r 2x . � 1 k v µ x- � x� fey li • � A r � 0.12_ 5A -' --,�' Legend Impaired Waters KEEP Clearwater Harbor/ St Joseph Sound Boundary Clearwater Harbor I St Joseph Sound Basins PldS Ct31.3[ltf� --"+..-Y�"���M. �""�'�����w..- �� - °°"�. � � f^: illl•If<ONtJE III f.L « r Clw_stJoe_1Enapired_Map_2009.mxd