JOINT PROJECT AGREEMENT UTILITY INSTALLATION BY ROADWAY CONTRACTOR - HERCULES AVENUE SIDEWALK PHASE 2JOINT PROJECT AGREEMENT
UTILITY INSTALLATION BY ROADWAY CONTRACTOR
PROJECT NAME: Hercules Avenue Sidewalk Phase 2
PROJECT LIMITS: Sherwood Street to Sunset Point Road
COUNTY PROJECT IDENTIFICATION NO.: 002686A
CITY PROJECT IDENTIFICATION NO: 18 -0002 -UT
THIS JOINT PROJECT AGREEMENT (Agreement) made and entered into on the 25
day of( '� C004-2018, by and between Pinellas County, a political subdivision of the State of
Florida, hereinafter called the "County", and the City of Clearwater, Florida, a municipal
corporation of the State of Florida, hereinafter called the "City" (collectively, Parties).
WITNESSETH, That:
WHEREAS, the County intends to construct drainage improvements on Hercules Avenue
(County Project ID No. 002686A or Project), which will call for the adjustment, relocation and/or
installation of the City's utility facilities along, over and/or under the Project (Utility Work -City
Project ID No. 18 -0002 -UT); and
WHEREAS, the County's plans for the Project have been reviewed by the City and the
City has had the opportunity for input into said plans; and
WHEREAS, the County and the City 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 this Joint Project
Agreement for the Utility Work to be accomplished by the County's contractor as part of the
construction of the Project; and
WHEREAS, the City has expressed its desire to assume all reasonable and necessary costs
to be incurred for this Utility Work and has requested the County to include in said Project certain
plans and specifications to meet the City's needs.
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 City's Utility Work (City Project ID No. 18 -0002 -UT) within the limits of the Project is more
specifically described as the replacement, relocation or adjustment of approximately 260 linear
feet of twelve inch (12") water main, approximately 60 linear feet of eight inch (8") water main,
and approximately 400 linear feet of eight inch (8") gravity sanitary sewer pipe and associated
manholes that are in conflict with the proposed intersection construction improvements as part of
County PID No. 002686A, located on Hercules Avenue from Sherwood Street to Sunset Point
Road.
2. Funding
2.1 The County will be responsible for the bidding and award of the construction
contract for the Project 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 ("Notification"). This Notification
will include the amount for the Utility Work option. The bid will be awarded based upon the bids
received for the Projectotaaluditility-Work-optieR% The City will have fifteen (15) days
from receipt of the County's notification to request, in writing, that the County delete the Utility
Work option from the County's award of bid/construction contract, 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
(Exhibit A) of Four Hundred and Ninety Five Thousand Five Hundred and Forty and 00/100 Dollars
($495,540), plus 5% for County construction/contract administration/compaction and backfill
testing costs of Twenty Four Thousand Seven Hundred Seventy Seven and 00/100 Dollars
($24,777), for a total cost of Five Hundred and Twenty Thousand Three Hundred and Seventeen
and 00/100 Dollars ($520,317), has been appropriated and is available for deposit into an interest
bearing 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 Utility Work option
portion 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 5% of that amount for County construction/contract administration/compaction and
backfill testing. Interest will accrue on the deposit balance and be used toward the cost of the Utility
Work. In the event the final, actual cost of the Utility Work is less than the amount the City
deposited, including all interest earned, but excluding the 5% for County construction/contract
administration/compaction and backfill testing of the actual construction costs, the County will
reimburse the City any excess escrow account funds. Should contract modifications occur that
increase the cost of the Utility Work, or the estimated quantities of items provided by the City in
Exhibit A are exceeded, the City will be notified by the County accordingly. The City will pay the
County within thirty (30) calendar days of notification by the County to ensure that cash on deposit
with the County is sufficient to fully fund the cost of the Utility Work. The County shall notify the
City as soon as it becomes apparent the actual costs will overrun the award amount, and the City
shall pay for the cost overruns (plus 5% administrative fee) within thirty (30) calendar days of
notification by the County. 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.
All deposits due to the County referenced in Section 2.2 above shall be mailed to:
Finance Division Accounts Receivable
Pinellas County Board of County Commissioners
P. O. Box 2438
Clearwater, FL 33757
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:
(A) Indemnify, hold harmless, pay the costs of defense 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 arising out of or resulting from the
performance of the Project or the Utility Work;
(B) Provide a dual obligee bond in the full amount of the Project, naming the
City and the County as obligees; and
(C) Provide insurance coverage per the requirements in the insurance section
of the invitation to bid as well as in the executed contract with the successful contractor. Both the
County's invitation to bid and the construction contract will require that the Contractor name the
County and the City as additional insured entities and certificate holders.
3. Joint Project Activities
3.1 The City will prepare, at its expense, the design of plans and specifications for all
the City's necessary Utility Work and reimbursable Utility Work described above and will furnish
to the County no later than December 31, 2018, complete and reproducible plans on standard size
sheets (11" 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 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. A copy of all permits required
for said Utility Work will be provided to the County no later than December 31, 2018.
3.4 The County will issue a "Utilization Permit" to the City following execution of this
Agreement by both Parties and prior to award of the County's construction contract to successful
contractor. 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, or County Survey staff, as determined by the County per individual project, and in
accordance with the plans and specifications provided by the City.
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 the result of the City's Utility Work.
3.7 All of the Utility Work done pursuant to this Agreement shall be done in substantial
accordance with the City's plans and specifications, which plans and specifications are
incorporated hereto by reference. 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 During construction of the City's Utility Work, the City will provide the necessary
construction and engineering inspection for the City's Utility Work to determine if the Utility
Work is in substantial compliance with the plans and specifications, and provide all required
testing associated with the City's Utility Work, excluding backfill and compaction testing in
accordance with Pinellas County Minimum Testing Frequency Requirements, and provide results
to the County for same. The contractor shall contact the City's Engineering Inspection Division
at (727)-562-4591 a minimum of 24 hours prior to commencement of any City Utility Work to
schedule the appropriate inspection and pressure testing. 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, utility coordination, pre -construction and
other meetings as necessary for Project coordination.
3.10 All adjustment, relocations, repairs, maintenance, and incidental work
("Incidentals") required to be performed to the City's existing utilities for the Joint Project, 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 this Joint 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, 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 who's decision upon all claims, questions and disputes thereunder are final
and conclusive upon the Parties hereto.
3.12 Upon completion of the entire Project, which will be determined jointly by the
County and the City, the City will own, control, maintain and be responsible for all City utility
facilities in accordance with the terms of the County issued 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 any accounting records, if requested, to the following City
representative:
City's Project Manager
City of Clearwater
100 S. Myrtle Avenue
Clearwater, Florida 33756
3.14 Upon final payment to the contractor, the County intends to have its final and
complete accounting of all costs incurred in connection with the work performed hereunder within
three hundred sixty (360) days. All project costs records and accounts shall be subject to audit by
a representative of the Company for a period of three (3) years after final close out of the Project.
3.15 Upon completion of the entire Project, the Contractor will supply "as built"
("Record") standard size sheet (11" x 17" or 24" x 36") Utility Work plans to the County, who in
turn will within ninety (90) days, furnish the City with one (1) set.
3.16 Upon completion of the entire Project, the County will ensure 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. Project Managers
The primary contact for each of the Parties is:
4.1 The Project Manager for the City shall be Lan-Anh Nguyen or their designee
("City's Project Manager"), whose current telephone number is (727)-562-4737, email address is
Lan-Anh.Nguyen@MyClearwater.com and whose office address is 100 S. Myrtle Avenue, FL
33756.
4.2 The Project Manager for Pinellas County shall be Deborah Terry or their designee
("County's Project Manager"), whose telephone number is (727)-464-3744, email address is
dterry@pinellascouty.org and whose office address is 14 S. Fort Harrison Avenue, Clearwater, FL
33756.
4.3 Each Party may designate a replacement Project Manager by giving written notice
of such designation, and the telephone number, e-mail address, and mailing address 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 Project. These books, records, and information shall comply with general
accounting procedures. All documents related to the Project are public records and shall be
retained and provided as required by law.
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 County and the City shall be fully responsible for their own acts of negligence and
their respective employees' and/or agents' acts of negligence, when such employees' and/or
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 768.28, Florida Statutes. Nothing
herein is intended to serve as a waiver of sovereign immunity by either the County or the City.
Nothing herein shall be construed as consent by the County or City to be sued by third Parties in
any matter arising out of this Agreement.
8. Discrimination
The County and the City 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, or, if hand
delivered, upon the actual date of delivery to the Project Manager, whose address is set forth in
Section 4 above.
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. 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.
17. Term
The term 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. If the County fails to
issue a Notice to Proceed to a contractor for the Project within seven hundred twenty (720)
days from the date of full execution of this Agreement by the Parties, this Agreement shall be
deemed terminated and any payments made by the City to the County shall be refunded in full by
the County within thirty (30) days.
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, FLORIDA,
A municipal corporation and
political subdivision of the State of Florida
By: " C,U f IQAert\0'S
Mayor
By: A1.404/44 I �
City Manager
ATTEST:
By-* ti
PINELLAS COUNTY, FLORIDA by and
through its Board of County Commissioners
By:K c_4t_571 ttj
Kenneth T. Welch'..,°' S � 9 "�'"
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Chairman c, , ,
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ATTEST: Ken Burke, Clerk"ipf ctlie• .Cifcuit .
ourt
ity Cle Deputy Clerk
Approved as to form:
By:
Owen Kohler
City Attorney
OFFICIAL CITY SEAL
APPROVED AS TO FORM
OPIMEOF COUNTY ATTORNEY
By +fpilit Attorney 6