S. Manasota Key Drainage JPA

JOINT PROJECT AGREEMENT BETWEEN THE
ENGLEWOOD WATER DISTRICT AND CHARLOTTE COUNTY FOR THE MANASOTA KEY PHASE 2 DRAINAGE PROJECT

THIS AGREEMENT (hereinafter the “Agreement”) is made and entered into by and between the Englewood Water District, an independent special district of the State of Florida, (hereinafter “EWD”), 201 Selma Avenue, Englewood, Florida 34223, and Charlotte County, a political subdivision of the State of Florida, (hereinafter “County”), 18500 Murdock Circle, Port Charlotte, Florida 33948.

WHEREAS, both EWD and County are authorized to enter into interlocal agreements, pursuant to Chapter 163, Florida Statutes; and

WHEREAS, County desires to construct the Manasota Key Phase 2 Drainage Project (hereinafter the “Project”) which consists of constructing drainage and stormwater improvements on Manasota Key in Charlotte County, Florida; and

WHEREAS, EWD has water and wastewater lines within the Project area (hereinafter “utility” or “utilities”) which, because of the projected scope and design of the Project, shall require the relocation of EWD’s utilities; and

WHEREAS, since the construction of the Project and the construction and relocation of EWD’s utilities are interrelated, County and EWD believe that it would be in the best interest of all parties to have EWD’s utility relocation work performed by the same contractor that will perform the construction of the County’s Project; and

WHEREAS, EWD has prepared construction plans and specifications depicting the work required for the relocation of its utilities which have been reviewed by County and EWD; and

WHEREAS, EWD agrees to assume all costs for the work required for the relocation of the Utilities and has requested the County to include EWD’s work plans and specifications to relocate its utilities in the overall bid for the Project; and

WHEREAS, the County and EWD have determined that it would be in the best interest of the general public and to the economic advantage of both parties to include the relocation and construction of the Utilities as a part of the Project to be constructed by the County.

NOW, THEREFORE, in consideration of the mutual covenants and obligations contained herein, EWD and County hereby agree as follows:

1. PURPOSE. The purpose of this Agreement is to provide for the bidding and construction of the EWD utility relocation work in conjunction with the construction of the Project which shall be performed under a single contract to be administrated by the County.

2. COUNTY RESPONSIBILITIES. County agrees to include EWD’s utility relocation work as bid items when the County solicits bids for the Project. County will cause EWD’s utility relocation work and the Project to be performed by contractors engaged by the County through its normal bidding process. EWD shall have the right to reject or accept any or all bids on the EWD’s utility relocation work. EWD agrees that it will notify the County of its approval or disapproval of the apparent lowest responsive and responsible bid for the relocation of EWD’s utilities within ten (10) days after receiving a copy of the bids. In the event of the rejection of the bids by EWD for the relocation of utilities, such work shall be deleted from the plans and specifications for the Project prior to award. In such case, EWD shall perform the relocation of utilities within the time frame specified in the Project construction contract, and in a manner so as not to conflict with the general construction contractor.

3. EWD RESPONSIBILITIES. EWD will provide the County with utility construction plans with pay item quantities depicting the utility relocation work. EWD will also provide all necessary permits for the construction of the proposed utility relocation work, perform all necessary utility inspections, issue all required certifications to the permitting agencies to place the relocated utilities into service, and issue a certificate of final completion indicating that the utility relocation work has been correctly performed by the contractor and accepted by EWD. EWD shall also provide all necessary personnel to perform adequate and timely construction inspection services during construction of the utility relocation work, including answering any technical questions regarding the utility relocation work by County’s contractor, and shall approve the utility relocation work portion of the contractor’s monthly pay request to County prior to County issuing payment to the contractor.

4. PAYMENT BY EWD. EWD agrees to pay to County all costs, fees and expenses incurred by County for performing EWD’s requested utility relocation work. Payment to the County shall be made in accordance with the following provisions:

(a) County shall submit all billings for payment of services rendered on a monthly basis to EWD for processing;

(b) Payment for services rendered by County shall be made by EWD on a monthly basis in proportion to the percentage of services completed by County; and

5. REMEDIES FOR BREACH OF AGREEMENT. If either party fails to perform or breaches any term of this Agreement, the non-breaching party shall provide written notice to the breaching party of its failure to perform or breach of this Agreement, and provide the breaching party thirty (30) days from receipt of such written notice to cure, or to make reasonable steps to cure, such failure to perform or breach. One or more waivers by either party of any breach of any provision, term, condition or covenant of this Agreement shall not be construed as a waiver of any subsequent breach by the other party.

6. DISPUTES. Any dispute between the County and EWD is subject to the provisions of Chapter 164, Florida Statutes.

7. ENTIRE AGREEMENT. This Agreement incorporates and includes all prior negotiations, correspondence, agreements or understandings between the parties, and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document.

8. MODIFICATION OF AGREEMENT. No modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith.

9. NOTICES. In the event either party hereunder desires or is required to provide any notice to the other party, the party desiring or required to provide such notice shall provide it in writing, send it by certified mail, return receipt requested, postage prepaid, to the other party at the addresses listed below:

If to County:                                                   If to EWD:
Joanne Vernon                                               Richard Rollo
Project Manager                                             District Administrator
Charlotte County Public Works                        Englewood Water District
7000 Florida Ave.                                          201 Selma Avenue
Punta Gorda, FL 33950                                 Englewood, Florida 34223

With a copy to:                                               With a copy to:
Daniel E. Gallagher, Esq.                                Robert H. Berntsson, Esq.
County Attorney’s Office                                 Attorney for EWD
18500 Murdock Circle                                    18401 Murdock Circle
Port Charlotte, Florida 33948                          Port Charlotte, Florida 33948

10. DISCLAIMER OF THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the parties to this Agreement. No right or cause of action shall accrue upon or by reason hereof inure to or for the benefit of any third party.

11. ASSIGNMENT. This Agreement shall be binding on the parties, their representatives, successors and assigns. Neither party shall assign this Agreement or the rights or obligations hereto to any other person or entity without the prior written consent of the other party.

12. SEVERABILITY. In the event any provision of this Agreement shall be held invalid and unenforceable, the remaining provisions shall be valid and binding upon the parties.

13. FLORIDA LAW/VENUE. This Agreement shall be governed and construed in accordance with Florida law. The parties agree that in the event of any litigation or court action arising out of any alleged breach or non-performance of this Agreement, the venue for such litigation shall be in Charlotte County, Florida.

14. EFFECTIVE DATE. This Agreement shall become effective upon the County filing of a fully executed copy thereof in the public records of the Clerk of the Circuit Court of Charlotte County, Florida.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers for and on behalf of each respective party on the day of year indicated below.

ENGLEWOOD WATER DISTRICT

                        By:

                        Printed Name: Steve Samuels________

Title: Chair______________________

Date: ___________________________

ATTEST: APPROVED AS TO FORM AND
Secretary of the Englewood Water LEGAL SUFFICIENCY:
District Board of Supervisors

By:________________________ By:________________________________
Maureen A. Cronk Robert H. Berntsson, Attorney for EWD

                        BOARD OF COUNTY COMMISSIONERS
                        OF CHARLOTTE COUNTY, FLORIDA

                        By:
                              Patricia M. Duffy, Chair

                        Date: ___________________________
ATTEST:
Barbara T. Scott, Clerk of Circuit
Court and Ex-Officio Clerk to the
Board of County Commissioners

By:
    Deputy Clerk
                        APPROVED AS TO FORM AND
                        LEGAL SUFFICIENCY:

By:_______________________________
Janette S. Knowlton, County Attorney
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