INTERLOCAL AGREEMENT TO PARTICIPATE AND FUND A STUDY TO EVALUATE THE FEASIBILITY OF A JOINT-USE FACILITY
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Interlocal Agreement
This agreement made and entered into this ~ day of ~ 2007, by
and among Pinellas County, a political subdivision of the State of Florida, hereinafter referred to
as the "COUNTY", the City of Clearwater, a municipal corporation of the State of Florida,
hereinafter referred to as the "CITY", and the Pinellas Suncoast Transit Authority, an
independent special district, hereinafter referred to as "PST A".
WITNESSETH:
WHEREAS, this Agreement is made and entered among the parties pursuant to Section
163.01, Florida Statutes, the "Florida lnterlocal Cooperation Act of 1969"; and
WHEREAS, the County and the City are contemplating future needs with regards to
opportunities for new governmental facility development and/or consolidation; and
WHEREAS, PST A is seeking an expansion opportunity and replacement of an obsolete
facility to better serve transit system users in the Mid-County area; and
WHEREAS, the County, the City, and PST A are considering the possibility of a joint-use
facility to include integration of a multi-modal transit facility with the potential benefits of a
shared public investment, economies of scale, and efficiencies of operations and related financial
savings; and
WHEREAS, the County will commission a study to evaluate the technical feasibility of a
joint-use facility, hereinafter referred to as the "STUDY" (inclusive of two separate phases); and
WHEREAS, the transit facility integration evaluation would be a sub-task in the STUDY;
and
WHEREAS, the County will share in specific costs as delineated in paragraphs 2 and 4 of
this Agreement; the City will share in specific costs as delineated in paragraphs 2 and 5 of this
Agreement; and PSTA will share in specific costs as delineated in paragraph 6 of this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, it is agreed by and among the parties hereto as follows:
1. PURPOSE
The purpose of this lnterlocal Agreement is that the County, the City, and PSTA participate
and fund a study to evaluate the feasibility of a joint-use facility, to include possible
integration of a multi-modal transit facility as a study sub-task.
2. JOINT RESPONSIBILITIES - County and City
The County and the City agree to:
a. Jointly and equally fund costs associated with Phases 1 and 2 of the STUDY, which costs
shall not exceed $108,750.00 for either party.
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b. Specifically, the County and City agree to share in the costs for the following Phase I
tasks:
1. Evaluation of the operational and technical feasibility of a joint-use facility (not site
specific).
2. Evaluation of the financial feasibility of a joint-use facility (not site specific).
3. Recommendation for the mechanism for ownership (land and building) and the
operations and maintenance of the facility.
4. Historical documentation of other successful inter jurisdictional partnerships.
3. JOINT RESPONSIBILITIES - County, City, and PSTA
The County, City and PSTA agree to:
a. Specifically, should Phase 2 commencement be approved by all parties, the County, City
and PST A agree to share in the costs for the following Phase 2 tasks:
1. Development of functional and developmental suitability criteria for joint-use facility.
2. Evaluation of identified sites based on functional and developmental suitability
criteria.
3. Evaluation of physical constructability for sites meeting the functional and
developmental suitability criteria.
4. Quantification of development costs for sites meeting the functional and
developmental suitability criteria.
5. Preparation of a 20-year financial pro forma for construction and operation of the
facility.
6. Preparation of graphic representations, drawings, and concept plans for the proposed
facility.
b. Share all project information.
c. If all three parties give written notice of approval to the other two parties within ninety
(90) days of receipt of the Phase I deliverable, commence Phase 2 of the STUDY. If any
one party fails to give such notice, that party's participation in the Agreement would
terminate, as stipulated in paragraph 8a. The remaining two parties will then have the
option to proceed forward with Phase 2. All costs for Phase 2 will be shared
proportionately by the remaining parties. If any two parties fail to give such notice, the
Agreement shall terminate.
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4. COUNTY'SRESPONSIBILITIES
The County agrees to:
a. Contract directly with the consultant for services.
b. Appoint a contract manager to manage the STUDY and provide coordination with the
City and PSTA.
c. Provide all deliverables to the City and PST A.
d. Provide professional review of Phase 1 deliverable.
e. Provide Phase 2 commencement recommendation.
f. Submit detailed invoices to the City and PST A for payment of services, which the City
and PST A have agreed to share, as defined above.
g. Provide professional review of Phase 2 deliverable (if applicable).
5. CITY'S RESPONSIBILITIES
The City agrees to:
a. Appoint a liaison to interact with County and PST A staff, and the consultant during the
STUDY.
b. Provide the consultant with information.
c. Provide professional review of Phase 1 deliverable.
d. Provide Phase 2 commencement recommendation.
e. Provide professional review of Phase 2 deliverable (if applicable).
f. Promptly pay invoice(s) submitted by the County for services, which the City has agreed
to share, as per Florida Prompt Payment Act.
6. PSTA'S RESPONSIBILITIES
PSTA agrees to:
a. Bear all costs associated with the Phase 1 STUDY sub-task (evaluation of transit facility
integration), which costs shall not exceed $32,500.00
b. Jointly and equally fund costs associated with Phase 2 of the STUDY, which costs shall
not exceed $60,000; provided PSTA elects to participate in Phase 2.
c. Appoint a liaison to interact with City and County staff, and the consultant, during the
STUDY.
d. Provide the consultant with information.
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e. Provide professional review of Phase 1 deliverable.
f. Provide Phase 2 commencement recommendation.
g. Provide professional review of Phase 2 deliverable (if applicable).
h. Promptly pay invoice(s) submitted by the County for services, which PSTA has agreed to
share, as per Florida Prompt Payment Act.
7. TERM
The term of this Agreement shall be for a period of one (1) year, commencing on the
Effective Date.
8. TERMINATION
a. Except as provided in the subparagraphs below, any party hereto may terminate its
participation in this Agreement upon no less than thirty (30) days written notice to the
other parties prior to the effective date of its withdrawal. Said notice shall be delivered
by certified mail, return receipt requested, or in person with proof of delivery. A
withdrawing party remains responsible for its share of any costs already obligated or
incurred up to the effective date of its withdrawal.
b. In the event funds are not appropriated by any party in any succeeding fiscal year for the
purposes described herein, then this Agreement shall be deemed to terminate at the
expiration of the last fiscal year for which funds were appropriated and expended.
c. This Agreement may be terminated by any party for any breach by another party of the
terms of this Agreement upon twenty-four (24) hours written notice. Said notice shall be
delivered to the other parties by certified mail, return receipt requested, or in person with
proof of delivery. Each party may at its discretion waive any breach by the other parties
in writing, but such waiver shall not constitute a waiver of any future breaches, including
breaches of the same type.
9. INDEMNIFICATION
The COUNTY, CITY, and PSTA 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
only to the extent permitted by Section 768.28, Florida Statutes. Nothing herein is
intended to make COUNTY responsible for the acts of any consultant hired pursuant to the
terms of this Agreement to perform services hereunder, so long as COUNTY requires said
consultant to indemnify and defend the COUNTY, the CITY, and PSTA for any claim that
may arise in the performance of services under subject agreement. Nothing herein is
intended to nor shall it be construed as a waiver of any immunity from or limitation from
liability that the COUNTY, the CITY and PSTA are entitled to under the doctrine of
sovereign immunity (Section 768.28, Florida Statutes). Nothing herein shall be construed
as consent by the COUNTY, CITY, or PSTA to be sued by third parties in any manner
arising out of this Agreement.
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10. OFFICIAL NOTICE
All notices required by law and by this Agreement to be given by one (1) party to the others
shall be in writing and shall be sent to the following respective addresses:
COUNTY:
CITY:
PSTA:
Pinellas County Facility Management Department
Attn: Andrew W. Pupke, Division Manager
201 Rogers Street
Clearwater, FL 33756
Telephone: (727) 464-3237
City of Clearwater
Rod Irwin, Asst. City Mgr. for Econ. Development
P.O. Box 4748
Clearwater, FL 33758-4748
Telephone: (727) 562-4040
Pinellas Suncoast Transit Authority
Attn: Roger Sweeney
3201 Scherer Drive
St. Petersburg, FL 33716
11. OWNERSHIP OF PROJECT
Upon completion of the STUDY, the City, County and PSTA will share equally in the
ownership of the final report.
12. AUDIT REQUIREMENTS
a. All parties' records shall be open to inspection and subject to examination, audit, and/or
reproduction during normal working hours by another parties' agents or authorized
representative 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 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 parties'
agent or authorized representative shall have access to said records from the effective
date of the Agreement, for the duration of work, and until three (3) years after the date of
final payment by the parties pursuant to this Agreement.
c. The parties' agent or authorized representative shall have access to all facilities and all
necessary records in order to conduct audits in compliance with this Section. The parties'
agent or authorized representative shall give the other party reasonable advance notice of
intended inspections, examinations, and/or audits.
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13. ASSIGNMENTS
a. Neither the County, City nor PSTA shall assign the responsibility of this Agreement to
another party without prior written approval of the other party.
b. No such approval of any assignment shall be deemed in any event or in any manner to
provide for the incurrence of any obligation by the County, City or PST A in addition to
the reimbursement obligation stated in this Agreement. All such assignments shall be
subject to the conditions of this Agreement.
14. AMENDMENTS
No amendments to this Agreement may be made without prior written approval of the
parties.
15. GOVERNING LAW
The laws of the State of Florida shall govern this Agreement.
16. SEVERABILITY
The terms and conditions ofthe Agreement shall be deemed to be severable. Consequently,
if any clause, term, or condition hereof shall be held to be illegal or void, such determination
shall not affect the validity or legality of the remaining terms and conditions, and
notwithstanding any such determination, this Agreement shall continue in full force and
effect, unless the particular clause, term, or condition held to be illegal or void renders the
balance of the Agreement impossible to perform.
17. ENTIRE AGREEMENT
This document embodies the whole agreement of the parties. There are no promises, terms,
conditions, or allegations other than those contained herein and this document shall
supersede all previous communications, representations, and/or agreement, whether written
or verbal, between the parties hereto. This Agreement may be modified only in writing
executed by all parties.
18. EFFECTIVE DATE
This Agreement shall be effective upon execution by both parties and upon filing of the
Agreement with the Pinellas County Clerk of the Circuit Court.
THIS SPACE INTENTIONALLY LEFT BLANK
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on
the day and year first written above.
ATTEST: Ken Burke
Clerk of Circuit Court
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Print Name: /...,.;;~':4 ~.-;e;;;
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ATTEST:
Cit1'C1erk
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CITY OF CLEARWATER, FLORIDA! i,..".
By an~gh its City Commission
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Print Name: U)',\ \ ~ CA."" 8/ \-\nf^~ ~
Print Title: C;, ,'" ~^-J 0--1'"
(SEAL)
Pinellas Suncoast Transit Authority
By and through its Board 0 Directors
(SEAL)
APPROVED AS TO FORM
OFFICE OF THE COUNTY ATTORNEY L..'"
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By: ~~~
Title: Asst. County Attorney
Andrew/lnterlocal Agreement for Feasibility Study revlOOI-25-07 ATe .doc
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