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JOINT PROJECT AGREEMENT UTILITY INSTALLATION/KEYSTONE RD/PASCO COUNTY LINE - I JOINT PROJECT AGREEMENT FOR UTILITY INSTALLATION BY ROADWAY CONTRACTOR PROJECT NAME: EAST LAKE ROAD MULTI-LANING PROJECT LIMITS: FROM: KEYSTONE ROAD TO: PASCO COUNTY LINE TBE PROJECT NUMBER 0151-01.12 This AGREEMENT, made and entered into on the 8~ day of ~ ,1993, by and between ADAM SMITH ENTERPRISES INC., a CORPORATION of the State of Florida, hereinafter called the the CORPORATION, and The City of Clearwater, a Municipality of the State of Florida, hereinafter called~he City. WITNESSETH: WHEREAS, the CORPORATION intends to construct improvements to EAST LAKE ROAD hereinafter referred to as the PROJECT, which shall call for the adjustment, relocation, and/or installation, of the CITY'S utility facilities along, over and/or under the PROJECT, and, WHEREAS, the above described utility activities are to hereinafter be designated as "utility work" and, PWETWM: 13 Page 1 of 6 05-28-92 - I WHEREAS, the CORPORATION's plans for the PROJECT have been reviewed by the CITY and the CITY has had an opportunity for input into said plans, and, WHEREAS, the CORPORATION and the CITY has 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" 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 CORPORATION to include in said PROJECT certain plans and specifications to meet the CITY's needs, and, NOW, THEREFORE, the premises considered, and 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. The CITY's "utility work" within the limits of the PROJECT, is more specifically described as: INSTALLING 6" NATURAL GAS MAIN ALONG EAST LAKE ROAD. 2. The City will prepare, at its expense, the design of plans and specifications for all the CITY' s necessary "utility work" described above and will furnish to the CORPORATION not later than OCTOBER 30 , 19~, complete and reproducible plans on standard size sheet (24" x 36"), together with a complete set of specifications covering all construction requirements for the "utility work". These plans and specifications shall be complete in every detail and will include a "Summary of Quantities" sheets and/or "Bill of Materials" identifying the items of work, with a "final" estimate of cost, required to accomplish the "utility work" said estimate to the satisfactory to the CORPORATION. 3. It will be the responsibility of the CITY to coordinate the development of the "utility work" plans with the CORPORATION's plans for the PROJECT. The CORPORATION, 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 CORPORATION shall cooperate fully with the CITY to this end. PWETWM: 13 Page 2 of 6 05-28-92 ~ 4. The CITY shall obtain all necessary permits for construction of the utility work, including the Pinellas County's "Right-of Way Utilization Permit", and provide a copy of the same to the CORPORATION so as not to affect the construction of the PROJECT. 5. The CORPORATION does not warrant the accuracy of the CORPORATION's survey information. The CITY will be responsible for reviewing the CORPORATION's survey information and will responsible for any changes to the CITY's plans made necessary by errors and omissions in the CORPORATION's survey information. 6. All survey for construction of the "utility work" will be furnished by the CORPORATION under the direction of the CORPORATION's ENGINEER. 7. 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 CORPORATION. The CITY shall cooperate fully in this matter to ensure that any delays in the construction of any phase of the PROJECT, occurring as the result of unforeseen circumstances involving the CITY's "utility work", shall be remedied immediately with the full force and power available to the CITY. 8. All of the work, pursuant to this JOINT PROJECT, is to be done in substantial accordance with the plans and specifications of the CITY (if any) which plans and specifications are, by reference hereto, made a part hereof. All information required for field changes, change orders or Supplemental Agreements pertaining to the CITY's "utility work" shall be promptly furnished to the CORPORATION. 9. The CITY will provide the necessary construction and engineering inspection of the CITY's utility work to determine if construction is generally in compliance with the plans and specifications. The CITY's inspector shall immediately notify the CORPORATION inspector of any objection to the "utility work". 10. The CORPORATION shall be responsible for the bidding and award of the Construction Contract and shall include the "utility work" as a separate option item in its bidding document. After the CORPORATION receive.s, opens, and evaluates the bids, the Vice President shall notify the CITY, in writing, of the CORPORATION'S intent to award the contract to the low bidder. This notification shall include the amount for the "utility work" option. The CITY shall have five (5) days from receipt of the CORPORATION's notification to request, in writing, that the CORPORATION delete this option, and to notify the CORPORATION 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 this project, the CITY must show that it is ready and able to perform all "utility work" prior to requesting that the CORPORATION 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 delay to the CORPORATION's construction of this project, the CITY agrees to pay all claims and cost incurred due to the delay. In the event the CORPORATION, for any reason, decides either not to proceed with the PROJECT or halts construction of the PROJECT, the CORPORATION will not be responsible for any "utility work" not completed. PWETWM: 13 Page 3 of 6 05-28-92 IiiiiiiiIiiii - - I 11. The CITY shall participate in the design, utility coordination, pre- construction and other meetings as necessary for PROJECT coordination. 12. All adjustment, relocations, repairs, maintenance, and incidentals required to be performed to the CITY's existing utilities within this 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 PROJECT and in a manner that will not cause delay to the CORPORATION's PROJECT contractor. 13. The CITY's comments and suggestions are invited and will be considered by the CORPORATION; however, all services and work under the construction contract shall be performed to the satisfaction of the CORPORATION's Vice President, and he shall 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 his decision upon all claims, question and disputes thereunder shall be final and conclusive upon the parties hereto. 14. The CITY hereby certifies that funding for the preliminary estimated "utility work" cost of $122,262.00 , including 8% for construction/contract administration has been appropriated and is available for payment. In the event the actual cost exceeds the final estimate of costs, the CITY shall reimburse the CORPORATION for such actual cost. 15. Upon completion of the entire PROJECT, which will be determined jointly by the CORPORATION and the CITY, the CITY shall own, control, maintain and be responsible for all CITY utility facilities involved according to the terms of the Pinellas County Right-of Way Utilization Permit attached as Exhibit A. The CITY further agrees that it will maintain and keep in repair, or cause to be maintained and kept in repair, all of such constructed facilities or utilities. 16. The CITY shall defend, save and hold harmless the CORPORATION from any and all legal actions, claims or demands by any person or legal entity against the CORPORATION arising out of the participation in this agreement by the CITY, including delay claims arising from the CITY's performance of its own "utility work", or use by the City of the completed "utility work", subject to the defenses and limitations available to the CITY pursuant to Section 768.28, Florida Statutes, as the same may be amended from time to time. The CITY and the CORPORATION agree the CORPORATION will pay Ten and 00/100 Dollars ($10.00) to the CITY as separate consideration for this indemnification and any other indemnification of the CORPORATION by the CITY provided within this Agreement, the sufficiency of such separate consideration being acknowledged by the CITY by the CITY's acceptance and execution of the Agreement. 17. Upon receipt of invoices prepared in accordance with the provisions of this agreement, the CITY agrees to reimburse the CORPORATION in the amount of such actual cost plus 8% for construction/contract administration. The CORPORATION will invoice the CITY monthly for all costs incurred under this Agreement as certified by the CORPORATION's inspector, and the CITY agrees to pay the CORPORATION within thirty (30) days. 18. Upon completion of the entire PROJECT, the CORPORATION shall within one hundred eighty (180) days, furnish the CITY with two (2) copies PWETWM: 13 Page 4 of 6 05-28-92 , I of its final and complete billing of all cost incurred in connection with the work performed hereunder, such statement to follow as closely as possible the order of the items contained in the job estimate and include all monthly payments to the contractor. The final billing shall show the description and site of the project, the date on which the last work was performed or the last item of billed expense was incurred, and the location where the records and accounts bill can be audited. Adequate reference shall be made in the billing to the CORPORATION's records, accounts or other relevant documents. All cost records, and accounts shall be subject to audit by a representative of the CITY. 19. Upon completion of the entire PROJECT, the CORPORATION shall, within one hundred eighty (180) days, furnish the CITY with one (1) set of "as built" ("record"), standard size sheet (24" x 36") "utility work" plans. 20 Upon completion of the entire PROJECT, the CORPORATION shall insure that any warranty, including materials, equipment, workmanship and closeout documents, by the contractor constructing and/or installing facilities in accordance with this Agreement, is passed on to the CITY under the same terms and conditions as that warranty applies to facilities constructed or installed on behalf of the CORPORATION. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed by their duly authorized officers and their officials's seals hereto affixed the day and year first above written. PWETWM: 13 Page 5 of 6 05-28-92 J I JOINT PROJECT AGREEMENT FOR UTILITY INSTALLATION BY ROADWAY CONTRACTOR 'l DanielE. Aldridge Vice President Countersigned: ~ SEt 1.1i~..s CITY OF CLEARWATER, FLORIDA ~ ita Garvey Mayor-Commissioner Approved as to form and correctness: ~ M.A Galbraith, fro i City Attorney l.-/ Attest: --.City a E. Goudeau, City Clerk PWETWM: 13 Page 6 of 6 05-28-92