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JOINT PROJECT AGREEMENT FOR GAS MAIN INSTALLATION WITHIN THE RIDGE ROAD PROJECTJOINT PROJECT AGREEMENT BETWEEN PASCO COUNTY AND THE CITY OF CLEARWATER, FLORIDA, D/B/A CLEARWATER GAS SYSTEM, FOR GAS MAIN INSTALLATION WITHIN THE RIDGE ROAD (CR 524) PROJECT FROM BROAD STREET TO MOON LAKE ROAD / DECUBELLIS ROAD BY THE ROAD CONTRACTOR THIS JOINT PROJECT AGREEMENT ("AGREEMENT") is made and entered into by and between Pasco 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 ("CGS"), for the installation of CITY Gas Main within the COUNTY Road Project. Each individually also referred to as "Party" and collectively as "Parties". WITNESSETH: WHEREAS, the COUNTY is preparing roadway construction plans and contract documents to widen and otherwise improve Ridge Road (C.R. 524) from Broad Street to Moon Lake Road / Decubellis Road, COUNTY Work Order No. G6686.30 ("ROAD PROJECT"); and, WHEREAS, the CITY desires to install about 1,100 linear feet of 2" gas main and 17,200 linear feet of 4" gas main including fixtures and associated work upon, within, and along the right-of-way corridor of the ROAD PROJECT ("CGS WORK"); and, WHEREAS, the COUNTY and the CITY have determined that the ROAD PROJECT and the CGS WORK will be most expeditiously and economically carried out with the least inconvenience and disruption to the general public by each party entering into this AGREEMENT providing for such work; and, WHEREAS, the ROAD PROJECT and the CGS WORK will be performed by the successful bidder who is awarded the Construction Contract for the ROAD PROJECT ("ROAD CONTRACTOR"), who will be fully responsible for the construction and coordination of the ROAD PROJECT and CGS WORK; and, WHEREAS, the COUNTY and CITY have entered into this AGREEMENT fully cognizant of Chapters 125.42, 337.402 and 337.403, Florida Statutes, and neither party relinquishes any of the rights as described under those statutes by participation in this AGREEMENT. However, the COUNTY shall not participate in any utility improvements as described in Chapter 337.403(1) (b), Florida Statutes. As referenced in those statutes, the COUNTY shall be substituted for any and all references to the "authority" and/or the "department". NOW, THEREFORE, in consideration of the mutual promises contained herein, the COUNTY and CITY agree as follows: 1.0) MUTUAL COOPERATION. The COUNTY and CITY shall mutually participate in this AGREEMENT and shall work cooperatively to coordinate and accomplish all aspects of both the ROAD PROJECT and the CGS WORK. The COUNTY and CITY agree to endeavor to fulfill the responsibilities and complete the work set forth in the AGREEMENT, and any amendment, modification, supplement or Change Order, which may be approved by the COUNTY and the CITY subsequent to execution of this AGREEMENT, as expeditiously as possible. 2.0) CITY RESPONSIBILITIES. 2.1) BID DOCUMENTS. At its sole cost and expense, the CITY shall prepare the necessary Bid Documents relating to the CGS WORK for inclusion of the CGS WORK in the ROAD PROJECT. Within seven (7) days of the execution of this AGREEMENT, if not sooner, the CITY shall provide to the COUNTY all final and complete CGS WORK Bid Documents. 2.2) PLAN COORDINATION. The CITY agrees to coordinate its plans for the CGS WORK with the ROAD PROJECT plans as well as with third-party utility plans. The CITY shall work with the COUNTY to eliminate any conflicts that may exist befinreen the CGS WORK, the ROAD PROJECT and the third-party utility plans. The basis of survey and other survey information for the CGS WORK shall be consistent with the ROAD PROJECT plans. 2.3) CONFLICTS. The parties expressly agree that the ROAD PROJECT shall take priority over the CGS WORK. All CGS WORK shall be designed, located or relocated to avoid conflict between the CGS WORK and the ROAD PROJECT. Any conflicts between the existing or proposed facilities in the ROAD PROJECT and the CGS WORK shall be adjusted or relocated to adequately accommodate the ROAD PROJECT. 2.4) NO GUARANTEE. The ROAD PROJECT plans may contain certain information regarding existing or proposed underground and above ground facilities within the limits of the ROAD PROJECT. The COUNTY makes no guarantee as to the accuracy of such plans or the completeness of the existing or proposed underground or above ground facilities within the limits of the ROAD PROJECT. 2.5) CGS WORK BID DOCUMENTS. The CGS WORK Bid Documents referred to in Section 2.1 above, shall include, but are not limited to, the following: - Two (2) sets of the CGS WORK Plans. - Two (2) CD's of the CGS WORK Plans in pdf and AutoCADD formats. - One (1) set of specifications for the CGS WORK. - One (1) CD with the CGS WORK specifications in Word format. - One (1) detailed unit price Engineer's Estimate for the CGS WORK including: description, unit, quantity, estimated cost and extended cost and total CGS WORK Estimate. - One (1) copy of each final permit required for the CGS WORK. � - Any other associated material necessary for the advertisement, bidding, award and/or construction of the CGS WORK. 2.6) NO RELIEF. The review, approval, acceptance and/or incorporation by the COUNTY of any plans, specifications, estimate or any other documents associated with the CGS WORK shall not in any way relieve the CITY of responsibility for the accuracy or completeness of the CGS WORK Bid Documents. 2.7) NO WAIVER. The review, approval, acceptance and/or incorporation by the COUNTY of any plans, specifications, estimate or any other documents associated with the CGS WORK shall not operate as a waiver of any rights the COUNTY may have under this AGREEMENT or of any cause of action the COUNTY may have arising out of the performance or non- performance of this AGREEMENT. 2.8) NO CLAIMS. The CITY expressly acknowledges and agrees that the COUNTY shall not be liable or responsible for any claims or damages which may result from any actions, omissions or negligence of the CITY in which the COUNTY may have participated in, either review, approval, acceptance and/or incorporation of any of the CGS WORK Bid Documents provided by the CITY. 2.9) PERMITTING. Any permitting required for the CGS WORK shall be done by the CITY, at its own expense. No permit modifications shall take place without the written consent of the COUNTY. The CITY agrees to provide the COUNTY with any permit application or modification not less than fourteen (14) calendar days prior to submitting such application or modification to the permitting agency. 2.10) CITY REPRESENTATIVE. At its own expense, the CITY shall provide a knowledgeable representative to respond to any CGS WORK-related questions during the advertisement and bidding of the ROAD PROJECT. The CITY shall also provide a knowledgeable representative to attend the Project Meetings prior to and during the performance of the CGS WORK. At its own expense, the CITY shall provide for the review and approval of shop drawings and any other submittals relating to the CGS WORK during the construction of the ROAD PROJECT. The review and approval to any shop drawings and submittals shall be performed in a timely manner and shall not delay the ROAD PROJECT. In addition, the CITY shall provide the inspection for the CGS WORK. However, any questions, comments, concerns or directions of the CITY regarding the CGS WORK shall be addressed to the COUNTY by the CITY and shall not be addressed directly to the ROAD CONTRACTOR. 3 3.0) COUNTY RESPONSIBILITIES. 3.1) ROAD PROJECT PLANS. The COUNTY shall provide to the CITY a"hard" copy and an electronic copy of the ROAD PROJECT plans within fourteen (14) days of the execution of this AGREEMENT. The electronic version of the ROAD PROJECT plans shall be in AutoCADD format. If necessary, the CITY shall be responsible for the conversion of those ROAD PROJECT plans to any other format at its own expense. 3.2) CITY CONDITIONS. The COUNTY will require the ROAD CONTRACTOR to comply with the following conditions. These conditions will be included in the ROAD PROJECT Bid Documents. The CITY shall be responsible for the costs attributed to the compliance with these conditions as part of the CGS WORK. 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 ROAD PROJECT or the CGS WORK; and, b.) Provide a dual obligee bond on the full amount of the ROAD PROJECT, naming both 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. 3.3) ROAD PROJECT PROCESS. 3.3.1) ALTERNATE. The COUNTY will be responsible for the assembly of all necessary Bid Documents for the ROAD PROJECT and the CGS WORK. The COUNTY will also be responsible for advertisement, bidding, award and administration of the construction contract for the ROAD PROJECT and the CGS WORK. The plans, specification and bid items for the CGS WORK shall be included in the ROAD PROJECT as the "Alternate "A" — Clearwater Gas System Work". 3.3.2) NOTIFICATION. After the COUNTY receives, opens and evaluates the ROAD PROJECT bids, the COUNTY will notify the CITY, in writing, of the COUNTY'S Intent to Award the ROAD PROJECT. This notification will include the amount of the CGS WORK Alternate "A". The CITY understands and agrees that the COUNTY intends to award the ROAD PROJECT to the lowest responsive and responsible bidder. The lowest bid shall be based on the total of the ROAD PROJECT and CGS WORK Bid Prices, if the CGS WORK remains in the ROAD PROJECT. 3.3.3) RESPONSE. 4 The CITY will have fifteen (15) days from the receipt of the COUNTY'S notification to provide a response, in writing, that the CGS WORK should remain in the ROAD PROJECT or that the CGS WORK should be deleted from the ROAD PROJECT. If the CGS WORK is to be deleted from the ROAD PROJECT, the CITY'S response shall also indicate that the CITY intends to perform the CGS WORK with the CITY'S own forces or the CITY'S own Contractor. In order not to delay the construction of the ROAD PROJECT, the CITY must indicate that it is ready and able to perform the CGS WORK prior to requesting that the COUNTY delete the CGS WORK from the ROAD PROJECT. The CITY does not have the right to delay or affect, in any way, the award of the ROAD PROJECT. In the event that the CITY, during the performance the ROAD PROJECT and/or the CGS WORK, causes a compensable delay to the ROAD PROJECT, the CITY will pay all claims and costs incurred by the COUNTY due to such delay. 3.3.4) NO OBLIGATION. The COUNTY is under no obligation to accept any of the bids received at the Bid Opening for the ROAD PROJECT and may, at its option, without incurring any obligation to the CITY, reject all bids or any part of any bid received at Bid Opening. The COUNTY, in its sole discretion, may award the ROAD PROJECT to the Bidder it deems the lowest responsive and responsible Bidder on both the ROAD PROJECT and CGS WORK. The award of the ROAD PROJECT, if made by the COUNTY, will be within ninety (90) calendar days after the opening of the bids unless this time limit is changed or extended by the COUNTY in accordance with the Bid Documents. 4.0) CHANGE ORDERS. For any change to the CGS WORK, a Change Order shall be requested in writing by the CITY. Any such request shall include a written description of the changed work, a sketch, and a completed COUNTY Change Order Form. The COUNTY will review the Change Order documents only for their effect on the ROAD PROJECT and the overall ROAD PROJECT cost. An authorized CITY representative shall sign the Change Order Form prior to submittal to the COUNTY. Within ten (10) calendar days of receipt of the Change Order documents, the COUNTY shall either return the Change Order documents to the CITY with comments, or the COUNTY shall submit the Change Order documents to the ROAD CONTRACTOR for concurrence. With revision to the satisfaction of the COUNTY and concurrence from the ROAD CONTRACTOR, the Change Order will be submitted to the COUNTY Board of County Commissioners (BCC) for approval and ratification. 5.0) CITY FUNDING. The CITY hereby certifies that funding for the estimated CGS WORK cost of four hundred and twenty-six thousand, nine hundred and sixty-five dollars and no cents ($426,965.00 — See EXHIBIT "A"), has been appropriated and is available for deposit in a CGS WORK Escrow Account for the purpose of payments by the COUNTY to the ROAD CONTRACTOR on behalf of the CITY for the CGS WORK. The CITY also certifies that an additional five percent (5%) for COUNTY administration costs in the amount of twenty-one thousand, three hundred and forty-eight dollars and twenty-five cents ($21,348.25) has also been appropriated and is available for deposit in a separate COUNTY Administration Escrow Account for the purpose of payments by the CITY to the COUNTY for the COUNTY administration of the CGS WORK on behatf of the CITY. The deposits will be due to the COUNTY no later than thirty (30) calendar days from the date of notification of the COUNTY'S intent to award the ROAD PROJECT including the CGS WORK. If the CGS WORK Alternate "A" of the ROAD CONTRACTOR'S Bid exceeds the amount of the estimated CGS WORK cost, then, subject to and in accordance with the limitations and conditions established by Section 3.3 of this AGREEMENT, regarding the CITY'S option to remove the CGS WORK, the CITY will deposit an amount with the COUNTY which equals the total CGS WORK Alternate "A" Bid Price plus five percent (5%) of that amount for the COUNTY administration in the separate Escrow Accounts. Any interest which accrues on the CGS WORK Escrow Account balance will be used toward the CITY'S share of the Project Cost. The COUNTY will retain any interest that accrues on the COUNTY Administration Escraw Account balance. In the event that the final, actual cost of the CGS WORK is less than the estimated CGS WORK cost, the COUNTY will reimburse the CITY any excess CGS WORK Escrow Account funds. Should CGS WORK Change Order(s) increase the CGS WORK cost, the CITY will be notified by the COUNTY accordingly. The CITY agrees to provide, in advance of the additional work being performed by Change Order, adequate funds to ensure that the cash on deposit in the separate CGS WORK and COUNTY Administration Escrow Accounts is sufficient to fully fund the CGS WORK (including 5% to cover the COUNTY administration). The COUNTY shall notify the CITY as soon as it becomes apparent that the actual cost of the CGS WORK will exceed the CGS WORK Bid Amount; however, failure of the COUNTY to notify the CITY shall not relieve the CITY from its obligation to pay for the full cost of the CGS WORK. 6.0) TERMINATION. Either Party to the AGREEMENT may terminate the same, upon the provision of thirty (30) days written notice advising the other Party of its intent to terminate the AGREEMENT. Unless otherwise mutually agreed upon by the Parties, said termination shall be effective thirty (30) days after receipt of the written notice without further action by either Party. Should either Party elect to terminate this AGREEMENT before the CGS WORK has commenced, the CITY or a Contractor for the CITY must obtain a Right-of-Way Use Permit from the COUNTY to proceed with the CGS WORK. However, the CITY is advised that TIME IS OF THE ESSENCE for the ROAD PROJECT. The CITY will be responsible for any delay to the ROAD CONTRACTOR. The balances remaining in the Escrow Accounts will be returned to the CITY. Should either Party elect to terminate this AGREEMENT after the CGS WORK has commenced, the CITY or a Contractor for the CITY must obtain a Right-of-Way Use Permit from the COUNTY to continue with the CGS WORK. The CITY is advised that TIME IS OF THE ESSENCE for the ROAD PROJECT. The CITY will be responsible for any delay to the ROAD CONTRACTOR. The CITY will be responsible for all costs 6 incurred relating to the CGS WORK through the effective date of the notice of termination, from the CGS WORK Escrow Account. The balance of the CGS WORK Escrow Account will be returned to the CITY. The COUNTY will retain 5% of the CGS WORK cost from the COUNTY Administration Escrow Account. The balance of the COUNTY Administration Escrow Account will be returned to the CITY. 7.0) INDEMNIFICATION. The CITY agrees to indemnify, defend and hold harmless the COUNTY and all its officers, agents and employees from any claims, losses, demands or causes of action of whatever kind or nature resulting from the CITY'S negligent acts or omissions, that the COUNTY, its officers, agents or employees may or could sustain as a result of or emanating from the terms and conditions contained in this AGREEMENT. In consideration of the CITY'S indemnity, the COUNTY will tender to the CITY ten dollars ($10.00) and other good and valuable consideration, the receipt of which is hereby acknowledged. 8.0) MISCELLANEOUS PROVISIONS. A/) NOTICES — Any notice, statement, demand or other communication required or permitted to be delivered, served or given by either Party to the other shall be deemed delivered, served or given, if mailed in any general or branch United States Post Office (USPS) enclosed in a registered or certified envelope addressed to the respective Party, as follows: TO COUNTY: John J. Gallagher, Pasco County Administrator, West Pasco Government Center, 8731 Citizens Drive, Suite 340, New Port Richey, FL 34654. TO CITY: George N. Cretekos, Mayor, City of Clearwater, 112 S. Osceola Avenue, Clearwater, FL 33756 B.) FUNDING — The COUNTY'S responsibilities under this AGREEMENT are contingent upon the appropriation of funds required for the ROAD PROJECT. C.) LAW / VENUE — The applicable laws of the State of Florida shall govern the validity, interpretation, construction and performance of this AGREEMENT. Venue for any suit involving this AGREEMENT shall be Pasco County, Florida, D.) AGREEMENT TERM — This AGREEMENT shall be effective on the executed date of the COUNTY and shall continue in full force and effect until payment in full by the CITY under Section 5.0 of this AGREEMENT is received by the COUNTY. TIME IS OF THE ESSENCE IN THE PERFORMANCE OF ALL RESPONSIBILITIES UNDER THIS AGREEMENT. E.) FORCE MAJEURE — Neither the COUNTY nor the CITY shall be liable to the other for any failure to perform under this AGREEMENT to the extent such performance is prevented by an act of God, war, riot, natural catastrophe, or other event beyond the control of the non-performing Party and which could not have been avoided or overcome by the exercise of due diligence; providing that the Party claiming the excuse from pertormance has (a.) promptly notified the other Party of the occurrence of the event and 7 i#s estimated duration, (b.) promptly remedied or mitigated ihe effecf of the event to the extent possibie, and {c.) resumed performa�ce as soon as possible. F.} ASSiGNMENT — NQ assignment, detegation� transfer or novation of this AGREEMENT or any part thereof shall be made unless approved in writing by the Parties. - G.) HEADINGS — All section headings contained herein are included for convenience only and shal( not effect in any manner the cansVuction or interpretation of the AGREEMENT. H.) SEVERABILITY — In the event #hat any provisivn of this AGREEMENT shall for any reason be determined invalid, iliegal or unenforceable in any �espect, the Parties hereto shall negotiate in gaod faith and agree to such amendments, modifications or supplements to this AGREEMENT or such other apprapriate actions as shall implement and give effect to the intentions of the Parties reflected herein. All other pravisions of this AGREEMENT, as amended, modified, supplemented or otherwise affe�ted by such action, shall remain in fuH force and eifect. I.} AM�NDMENT -- The AGREEMENT may only be amended, mod�ed or supplemented in wri�ing and must be duly executed by the COUNTY and CITY. J.) ENTIRE AGREEM�NT — All negotiations, proposals and draft agreements prior to the date of execution of this AGREEMENT are hereby superseded by this AGREEMENT. This AGREEMENT shall constitute the entire AGREEMENT of the COUNTY and ClTY with respec# to the ROAD PR�JECT and the CG5 WORK. K.) SUCCESSORS AND ASSIGNS — This AGR�EMENT shall be binding upon and inure to the benefit of the respective successors, assigns, administrators and managers of the COUNTY and the CITY. L.) EXECUTION OF aOCUMENTS — This AGREEMENT shall be executed in five (5) duplicate originats, any of which shaEE be regarded for ail purposes as an original and all of which shall canstitute one and the same instrument. The COUNTY shall retain four {4) fully executed copies and the C17Y shall retain one (1) fully executed copy. IN WfTNESS W�EREOF, the p rtie hereto have executed the foregoing AGREEMENT on this the � day of �'� � t� ',1Q�; 201�: � BOARD F COUNTY CUMMISSiONERS OF P O CUUNTY ,�LC� r'' fU •��,�L'�s i _. �� !►NI,��+,�'�� � l;' ; � � BY: �'�-'�--- -- . ���y� �„a `� � ANN HILDEBRANQ, CHAIRMAN ,TTEST: � o� � �� APPRQVED .�����.�a`.� ,�� � ��`f �i�.Qs-=i-' iN SES�1C1�v N'�LA S. O'NEIL, Ph.D. COUNTY GLERK 8 ��� � � Z��� PASCO C�Uf�TY BCC ATTEST: BY: WITNESS SIGNATURE PRINT NAME BY: WITNESS SIGNATURE PRINT NAME (SEAL) Countersigned: � �e.�r�en�r��t�s George N. Cretekos Mayor Approved as to form: � � Laura Mahony Assistant City Attorney � CITY OF CLEARWATER, FLORIDA By: � `��Qi.a,c�.� �f Wa�—, ,� .��T' William B. Horne II City Manager Attest: ,��;4WJ-f..`1(. (.(,4 K.. Rosemarie Call City Clerk �Gw�Of iHF���� v�' 1� \�, ! i �� �... � � t.± i- .�. %, �'`� / �,.�� EXHIBIT "A" CLEARWATER GAS SYSTEM (CGS) WORK ESTIMATE JOINT PROJECT AGREEMENT BETWEEN PASCO COUNTY AND THE CITY OF CLEARWATER, FLORIDA, D/B/A CLEARWATER GAS SYSTEM, FOR GAS MAIN INSTALLATION WITHIN THE RIDGE ROAD (CR 524) PROJECT FROM BROAD STREET TO MOON LAKE ROAD / DECUBELLIS ROAD BY THE ROADWAY CONTRACTOR ALTERNATE "A" — CGS WORK ITEM NO. ITEM DESCRIPTION QUANTITY UNITS UNIT PRICE TOTAL COST CGMOB Mobilization 1 LS $36,910 $36,910 CGMOT Maintenance of Traffic 1 LS 18,455 18,455 CGSUR Survey, Utility AsBuilt Drawings 1 LS 2,500 2,500 1 Utility Pipe, Install Only, PE, Gas 2" 1,000 LF 15 15,000 2 Utility Pipe, Install Only, PE, Gas 4" 15,700 LF 20 314,000 3 Utility Pipe, Instal� Only, PE, Dir. Bore, Gas 2" 100 LF 20 2,000 4 Utility Pipe, Install Only, PE, Dir. Bore, Gas 4" 1,500 LF 25 37,500 5 Utility Fixtures, Install Only, 4" Valve and Box 4 EA 50 200 6 Utility Fixtures, Install Only, 4"x2" Tee 8 EA 50 400 ALT "A" TOTAL $ 426,965.00 COUNTY Administration costs % 5% $ 21,348.25 TOTAL $ 448,313.25 RIDGE ROAD C. R. 524 (Broad Street to Moon Lake Road/Decubellis Road) PROJECT NUMBER C6686.30 CLEARWATER GAS WORK BY HIGHWAY CONTRACTOR, PLANS SYSTEM REVISED 4/30/2012 ww �� �� �I� LOCATION MAP N.T.S.