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JOINT PROJECT AGREEMENT FOR ASR FEASABILITY STUDY CITY OF LARGO JOINT PROJECT AGREEMENT FOR ASR FEASABILlTY STUDY PROJECT NAME: ASR Feasability Study PROJECT NO: 2002-14 CONTRACT NO: NA This AGREEMENT, dated this ,~\tt day of~, 2002, is made and entered into by and between the CITY OF LARGO, a municipal corporation of the State of Florida, hereinafter referred to as "Largo", and the CITY OF CLEARWATER, a municipal corporation of the State of Florida, hereinafter referred to as "Clearwater." WITNESSETH: WHEREAS, Largo and Clearwater are currently pursuing the use of Reclaimed Water Aquifer Storage Recovery (RWASR) as a means to better manage reclaimed water supply and insure sufficient reclaimed water storage for residential and commercial customers; and, WHEREAS, Largo and Clearwater intend to procure a consulting engineer to perform services associated with the feasibility study and permitting of reclaimed water ASR test well facilities within Largo and Clearwater; and, WHEREAS, the Largo and Clearwater have determined that it would be in the best interest of the general public and to the economic advantage of both parties to enter into this JOINT PROJECT AGREEMENT for the "feasibility study"; and, WHEREAS, Largo and Clearwater have expressed their desires to share all reasonable and necessary costs to be incurred for this "feasibility study", in accordance with separate agreements made between Largo and Clearwater and the Southwest Florida Water Management District Southwest Florida Water Management District (SWFWMD). 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: SECTION 1 - CONTRACT ADMINISTRATION 1.1 The above recitals are true and correct and hereby incorporated by reference. 1.2 The "feasibility study" is more specifically described as: RECLAIMED WATER AQUIFER STORAGE AND RECOVERY (RWASR) FEASIBILITY STUDY AND PERMITTING FOR THE CITIES OF CLEARWATER AND LARGO FLORIDA IN COOPERATION WITH THE SOUTHWEST FLORIDA WATER MANAGEMENT DISTRICT ("PROJECT") 1.3 Clearwater shall prepare, at its expense, the Request for Qualifications, Request for Proposals, consultant contract, and other documents, as required, for the selection and procurement of a consulting engineer for the performance of the work and completion of the PROJECT. Largo shall participate in the evaluation and selection of the engineering consultant and provide goods and other services, as necessary, to assist in the selection process. 1.4 Clearwater shall act as the lead governmental agency in the performance of the PROJECT. The consultant services contract shall be executed between Clearwater and the jointly selected consultant. Clearwater shall be responsible for all administration required in association with the execution and performance of that contract. 1.5 All of the work, pursuant to this PROJECT, is to be done in accordance with the Scope of Work, as mutually developed and agreed to by both Largo and Clearwater, which is, by reference hereto, made a part hereof. All information required for change orders, contract amendments, or the like, shall be agreed, in writing, to by both Largo and Clearwater prior to incorporation into the consultant contract. 1.6 All services and work under the consultant contract and the PROJECT shall be performed to the satisfaction of Largo and Clearwater project representatives. The Clearwater Public Utilities Director shall have the responsibility for all final decisions, questions, difficulties and disputes of whatever nature that may arise under or by reason of such consultant work; the prosecution and fulfillment of the services thereunder, and the character, quality, amount and value thereof; and his decision upon all claims, questions and disputes thereunder shall be final and conclusive upon the parties hereto, subject to the parties' rights to contest such decisions in appropriate court actions. 1.7 Clearwater agrees that the consultant contract shall contain an indemnification provision whereby consultant indemnifies, holds harmless and defends Largo and Clearwater to the extent permitted by Section 725.08, Florida Statutes. 2 SECTION 2 - FINANCIAL RESPONSIBILITIES 2.1 Largo and Clearwater hereby certify that funding for the PROJECT will not exceed $150,000. Largo, Clearwater, and the Southwest Florida Water Management District Southwest Florida Water Management District (SWFWMD) shall each contribute an amount of $50,000 for the performance of the work under the PROJECT. Clearwater shall process invoices from the consultant and submit copies to Largo along with a request for reimbursement. Clearwater shall invoice Largo monthly, based on the quantity of work performed, as defined by the Scope of Work and verified by Clearwater, Largo and the consultant. 2.2 Largo's $50,000 has been appropriated for the purpose of reimbursing Clearwater for payments to the consultant on Largo's behalf. Payment shall be made to Clearwater no later than thirty (30) days following receipt of invoice from Clearwater in accordance with the Florida Prompt Payment Act. 2.3 Within thirty (30) days after final payment to the consultant, Clearwater shall furnish Largo with two (2) copies of its final and complete billing of all costs incurred in connection with the PROJECT and performed hereunder, such statement to follow as closely as possible the order of items contained in the job estimate and include all monthly payments to the Contractor. The final billing shall show the description of the PROJECT, the date on which the last work 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 Largo's records, accounts or other relevant documents. All cost records and accounts shall be subject to audit by a representative of Largo. 2.4 Both parties further agree that in the event final billing pursuant to the terms of this Agreement is less than $150,000, a refund of the difference between the amount billed and $150,000 will be made by Clearwater to Largo within thirty (30) days after final completion of the feasibility study, in a proportional amount to Largo's funding contribution. In the event final billing is greater than $150,000, Clearwater shall pay the additional amount and invoice Largo for a proportional amount of the additional amount within thirty (30) days from the date of invoice. SECTION 3 - MUNICIPALITY RESPONSIBILITIES 3.1 Largo and Clearwater shall each provide representatives to attend any consultant conferences or meetings required for the PROJECT. 3.2 Largo and Clearwater shall each conduct public information meetings as individually determined by each municipality. 3 3.3 Largo and Clearwater shall each be responsible for funding and acquisition of any public rights-of-way or easements required for any construction and/or maintenance within their respective jurisdictions. 3.4 Largo and Clearwater shall each provide an on-site representative to monitor any and all field efforts in those areas falling within their respective municipal rights- of-way, easements, or public property. Within the jurisdiction of Largo or Clearwater, the respective City representative will be responsible for accepting or rejecting materials and work performed by the consultant or consultant's representative, and has the authority to require that the consultant or consultant's representative remove and reinstall or repair that which does not follow the scope of work. 3.5 Upon completion of the PROJECT, which will be determined jointly by Largo and Clearwater, Clearwater shall provide copies of the final work products pertaining to the City of Largo to Largo. SECTION 4 - TERMINATION 4.1 Upon written notice, this Agreement may be terminated by any of the parties in the event of substantial failure of another party to fulfill its obligation under this Agreement through no fault of the terminating party, or if termination is deemed to be in the public's best interest or in the best interest of the terminating party. This Agreement shall be deemed terminated on the fifteenth (15th) day after receipt of written notice of termination. 4.2 All notices or reports required to be given to Clearwater shall be hand delivered or mailed, postage paid, to the following address: City of Clearwater Public Utilities Director 1650 N. Arcturas Ave., Bldg. C Clearwater, FL 33765-1945 City of Clearwater City Attorney Post Office Box 4748 Clearwater, FL 33758-4748 All notices or reports required to be given to Largo shall be hand delivered or mailed, postage paid, to the following address: City of Largo Environmental Services Director 5000 150th Avenue North Clearwater, FL 33760 4 City of Largo City Attorney Post Office Box 296 Largo, FL 33779-0296 SECTION 5 - SEVERABILITY; ENTIRE AGREEMENT; INDEMNIFICATION 5.1 If any part of this Agreement shall be determined to be invalid or unenforceable by a court of competent jurisdiction, or by any other legally constituted body having jurisdiction to make such determination, the remainder of this Agreement shall remain in full force and effect provided that the part of the Agreement thus invalidated or declared unenforceable is not material to the intended operation of this Agreement. 5.2 This Agreement (together with any Exhibits hereto) supersedes any and all prior negotiations and oral or written agreements heretofore made relating to the subject matter hereof and, except for written agreements, if any, executed and delivered simultaneously with or subsequent to the date of this Agreement, constitutes the entire agreement of the parties relating to the subject matter hereof. This Agreement may not be altered or amended except in writing signed by the parties hereto. No waiver of any of the terms or conditions of this Agreement shall be effective unless in writing and executed by the party to be charged therewith. No waiver of any condition or of the breach of any term, covenant, representation, warranty or other provision hereof shall be deemed to be construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of any breach of any other term, covenant, representation, warranty or other provision contained in this Agreement. 5.3 To the extent permitted by Section 768.28, Florida Statutes, Largo agrees to assume liability for and indemnify, hold harmless, and defend Clearwater, its mayor, commissioners, officers, employees, agents, representatives, and attorneys of, from, and against all liability and expense, including reasonable attorney's fees, in connection with any and all claims, demands, damages, actions, causes of action, and suits in equity of whatever kind or nature, including claims for personal injury, property damage, equitable relief, or loss of use, arising out of the negligent or deliberate acts or omissions of Largo, its commissioners, mayor, officers, employees, and agents. Largo's liability hereunder shall include all attorney's fees and costs incurred by Clearwater in the enforcement of this indemnification provision. The obligations contained in this provision shall survive termination of this Agreement and shall not be limited by the amount of any insurance required to be obtained or maintained under this Ag reement. 5.4 To the extent permitted by Section 768.28, Florida Statutes, Clearwater agrees to assume liability for and indemnify, hold harmless, and defend Largo, its mayor, 5 commissioners, officers, employees, agents, representatives, and attorneys of, from, and against all liability and expense, including reasonable attorney's fees, in connection with any and all claims, demands, damages, actions, causes of action, and suits in equity of whatever kind or nature, including claims for personal injury, property damage, equitable relief, or loss of use, arising out of the negligent or deliberate acts or omissions of Clearwater, its commissioners, mayor, officers, employees, and agents. Clearwater's liability hereunder shall include all attorney's fees and costs incurred by Largo in the enforcement of this indemnification provision. The obligations contained in this provision shall survive termination of this Agreement and shall not be limited by the amount of any insurance required to be obtained or maintained under this Agreement. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed by their duly authorized officers and their officials' seals hereto affixed, the day and year first written above. Approved as to form: ~dk' ~~t? Leslie K. Dougall-' s Assistant City Attorney CITY OF LARGO, FLORIDA by and through Its City Commission By: ~~ ,.........-city anager ~ 6 CITY OF CLEARWATER, FLORIDA By: 4~wB.~-n. Illiam B. Horne II City Manager Attest: ~~/JLO'h.doCf~ JJv Cynt a . Goudeau U City Clerk . ATTEST: By: