INTERLOCAL WAYFINDING SIGN AGREEMENTINTERLOCAL WAYFINDING SIGN AGREEMENT
THIS INTERLOCAL WAYFINDING SIGN AGREEMENT made by and between
PINELLAS COUNTY, a political subdivision of the State of Florida ("County") and the
CITY OF CLEARWATER, a municipal corporation of the State of Florida ("City"), collectively
"Parties".
RECITALS
WHEREAS this Agreement is made and entered between the Parties pursuant to Section
163.01, Florida Statutes, the "Florida Interlocal Cooperation Act of 1969," and
WHEREAS Thomas Sign & Awning Co., has applied to Pinellas County to install six (6)
new City Gateway signs within County right-of-way as set forth in the Utilization Permit application
("Signs") which is incorporated into Utilization Permit no. RUP-21-01222; and
WHEREAS the County agrees that the City can have placed or installed, and can
operate and maintain the Signs pursuant to Utilization Permit No. RUP-21-01222 ("Utilization
Permit") attached as Exhibit A.
NOW THEREFORE, in consideration of the mutual covenants herein contained and
the benefits to be derived by the Parties to this Agreement and other good and valuable
consideration hereby acknowledged, the Parties agree as follows:
SECTION 1
COUNTY'S COMMITMENT
1. The County hereby agrees that the City can install or have a contractor install the Signs per
the corresponding Utilization Permit noted above.
2. The County will continue to maintain the right-of-way in accordance with the County's
maintenance policies and level of service. Such maintenance does not include maintenance
of the Signs.
SECTION 2
CITY'S COMMITMENT
1. The City will install or construct, operate and maintain Signs in County right-of-way in
accordance with the Utilization Permit. Other than the maintenance responsibilities the City
has agreed to under this Section 2.1, the City will have no other maintenance responsibilities
regarding the County's right-of-way.
2. The City recognizes that it is placing signage within the County's right-of-way that is not
generally placed or maintained by Pinellas County and that cannot interfere with the safe
and efficient use of the right-of-way.
3. Should the City seek to install additional signage not specified in Exhibit A, including any
additional sign content, the City shall seek an amended utilization permit and cannot install
any additional elements for which maintenance responsibility is not specifically assigned in
this Agreement absent an amendment to this Agreement. The City recognizes that the
County may, within its sole discretion, withhold approval of sign content.
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4. Construction, installation, and maintenance of the Signs must not create obstructions or
conditions which may become dangerous to the traveling public.
5. The City must always maintain the Signs, and at its expense, including, but not necessarily
limited to replacement and restoration of the Signs and surrounding Right-of-way, in a timely
manner in the event resulting in damage; the City agrees to perform its maintenance
responsibilities so that the Signs are maintained in good repair and remain aesthetically
pleasing. The City's maintenance in accordance with this provision, is a material term of
this Agreement.
6. During the term of this Agreement, any contractors or subcontractors hired by the City, for
the installation and maintenance of the Project, shall provide and maintain the following type
of insurance with companies meeting the qualifications below.
A. Comprehensive General Liability Insurance including, but not limited to, Independent
Contractor, Contractual, Premises/Operations, Products/Completed Operations,
Explosion, Collapse and Underground and Personal Injury covering the liability assumed
under indemnification provisions of this License, with limits of liability for personal injury
and/or bodily injury, including death and, property damage of not less than $1,000,000
per occurrence and $2,000,000 aggregate limit. Coverage shall be on an occurrence
basis, and the policy shall include Broad Form Property Damage coverage, and Fire
Legal Liability of not less than $50,000, per occurrence, unless otherwise stated by
exception herein.
B. Workers Compensation shall be provided at limits no less than those required by law;
Employers' Liability Insurance of not less than $500,000 for each accident.
C. Automobile Liability Insurance shall be provided in accordance with the laws of the State
of Florida as to the ownership, maintenance and use of all owned, non -owned, leased or
hired vehicles. The bodily injury and property damage limits shall not be less than
$1,000,000 combined single limit each accident.
D. Excess or Umbrella Liability Insurance excess of primary coverage of $1,000,000 per
occurrence and $2,000,000 aggregate required in paragraphs (A), (B), (C) above.
E. Pollution Legal/Environmental Legal Liability Insurance with limits not less than
$1,000,000 per occurrence and $1,000,000 aggregate. Coverage shall apply to sudden
and gradual pollution conditions.
F. Any insurance company providing the required coverages above shall have a Best's
rating of at least A- VIII.
G. Insurance coverage shall be primary and non-contributory.
H. To the extent permitted by law, all policies providing liability coverage(s), other than
professional liability and workers compensation policies, obtained by the Contractor and
any subcontractors to meet the requirements of this Agreement shall be endorsed to
include Pinellas County, a Political Subdivision of the State of Florida and the City of
Clearwater as primary, non-contributory Additional Insureds indicating coverage on
certificate boxes is not adequate. A copy of the actual endorsement or policy declaration
page indicating such coverage must be submitted along with Certificate.
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I. Insurance policies, other than Professional Liability, shall include waivers of subrogation
in favor of Pinellas County, and the City of Clearwater from the contractor and
subcontractor(s). Indicating such coverage on certificate is not adequate. A copy of the
actual endorsement or policy declaration page indicating such coverage must be
submitted along with Certificate.
7. To the extent permitted by law, the City shall indemnify and cause any third -party contractor
to indemnify, hold harmless, pay on behalf of, and pay the costs of defense of the County,
its officers, employees, and agents from and against all claims, damages, losses, and
expenses, arising out of or resulting from the construction, installation, placement, or
maintenance of Signs by or on behalf of the City pursuant to this Agreement. Costs of
defense shall include reasonable attorney's fees should the County deem it necessary to
retain outside counsel due to the nature of the claim, or should the County deem it
appropriate to use in-house attorneys as per its usual course, costs of defense shall be
limited to actual costs, excluding attorney's fees. The City consents to be sued by third
parties for any claims arising during the term of this Agreement, for which the City is not
immune from suit and only to the extent of the waiver of sovereign immunity under Florida
Statutes Section 768.28, and arising out of the construction, installation, and placement of
the Signs it installs pursuant to the Utilization Permit and arising out of the maintenance or
failure to maintain Signs in accordance with this Agreement. Nothing herein shall be
construed as a waiver of any immunity from or limitation of liability that either Party may be
entitled to under the doctrine of sovereign immunity or Section 768.28, Florida Statutes.
8. The City releases and holds the County harmless for any damage to the Project resulting
from the County's right-of-way maintenance.
9. Any contract entered into by the City in furtherance of the activities permitted by this
Agreement shall contain the following indemnification language:
"The Contractor agrees to indemnify, hold harmless, pay on behalf of, defend
Pinellas County, its officers, agents, and employees, and pay the costs of defense
of Pinellas County and its agents and employees from and against all claims,
damages, losses, and expenses arising out of or resulting from the Contractor's
actions undertaken pursuant to this Agreement. The duty to defend under this
paragraph is independent and separate from the duty to indemnify, and the duty to
defend exists regardless of any ultimate liability of the Contractor, the County,
and any indemnified party. The duty to defend arises immediately upon
presentation of a claim by any party and written notice of such claim being
provided to the Contractor. The Contractor's obligation to indemnify and
defend under this Article will survive the expiration or earlier termination of this
Agreement until it is determined by final judgment that an action against the
County for the matter indemnified hereunder is fully and finally barred by the
applicable statute of limitations."
SECTION 3
EFFECTIVE DATE AND TERMINATION
This Agreement shall take effect immediately upon filing with the Clerk of the Circuit Court
in Pinellas County in accordance with the Florida Statutes, Section 163.01(11) and shall
continue in full force and effect unless and until terminated in writing by the Parties.
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Pinellas County may terminate this Agreement without cause with ninety (90) days' written
notice to the City. Should the City opt to discontinue maintenance of all improvements
constructed pursuant to this Agreement, the City shall provide thirty (30) days' written
notice to the County. At the time of termination, the City shall remove those improvements
installed pursuant to this Agreement by or on behalf of the City that the County requests be
removed, and, at the City's sole expense, restore the County's property to its original
condition, other than the portion of the improvements that the County does not direct be
removed. Unless otherwise specified, the City's maintenance responsibilities and duties
pursuant to Section 2 of this Agreement shall terminate upon the termination of this
Agreement, however terminated.
SECTION 4
AMENDMENT OR MODIFICATIONS
This Agreement shall not be amended or modified without written consent by each Party hereto.
SECTION 5
DEFAULT
Should the City not abide by the terms outlined herein, the City shall automatically be found in
default of this Agreement and the Utilization Permit. Upon written notice given by the County, the
City shalt have sixty (60) days to cure the default. If the default is not cured, this Agreement and
Right-of-way Utilization Permit shall immediately terminate unless otherwise agreed in writing by
the County. Should, due to default, the County choose to remove the Signs and restore the
County's property to its original condition, the City shall be liable for all costs associated therewith.
SECTION 6
ENTIRE AGREEMENT
This Agreement, shall constitute the entire agreement between the Parties, including the exhibit
hereto. Any prior understanding or representation of any kind preceding the date of this
Agreement and not expressly incorporated herein shall not be binding on either Party.
SECTION 7
MISCELLANEOUS PROVISIONS
1. If at any time during the duration of the Agreement, the City desires to remove or end
maintenance of any Sign for which the City is responsible to maintain, the City may do so
upon thirty (30) days' notice to the County and, must restore the property to its original
condition, without terminating or defaulting this Agreement.
2. If any word, clause, sentence, or paragraph of this Agreement is held invalid, the remainder
of this Agreement shall remain in full force.
3. This Agreement shall be construed in accordance with the laws of the State of Florida and
venue for any action brought pursuant hereto shall be in Pinellas County.
4. Nothing herein shall be construed to create any third -party beneficiary rights in any person
not a party to this Agreement.
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5. All notices and submittals required by law and by this Agreement to be given by one (1) party
to the other shall be in writing and shall be sent to the following respective addresses:
COUNTY: Public Works Director, Public Works Department, 22211 U.S. Highway 19
North, Clearwater, Florida 33765, phone: 727-464-8900, email:
pwopsweb(c�pinellascountv.orq
CITY: Tara Kivett, P.E., City of Clearwater, 100 South Myrtle Ave., Clearwater,
Florida 33756, phone: 727-562-4758, email: Tara.Kivette.MvClearwater.com
6. Both Parties acknowledge that the records relating to this Agreement and the carrying out of
the obligations hereunder are subject to the provisions of Florida Statutes, Chapter 119.
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date of the
last signature as set forth below.
CITY OF CLEARWATER, FLORIDA
Frank V. Hibbard, Mayor
Approved as to form:
$,or f}ss/s1--Cwrf-
City Attorney
Jon Jennings, City Manager
Attest:
Rosemarie CaII, City Clerk
PINELLAS COUNTY, a political subdivision of the State of Florida
By:
Joe Lauro, Director of Administrative Services
Date:
PCAO 356269
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