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HomeMy WebLinkAboutEDB Proposed Amendment to Interlocal Agreement EXECUTIVE SUMMARY AGENDA ITEM: Amendment to Interlocal Agreement with Clay County for the Aquarius Concourse Stormwater and Underdrain Project Utility Work. CCUA Job File No.: 2021-027 Date: March 15, 2022 BACKGROUND: Clay County (County) intends to install a roadway underdrain system, upgrade existing stormwater infrastructure, and reconstruct the roadway along the entire length (6,500 linear feet +/-) of Aquarius Concourse in Orange Park. The Clay County Utility Authority (CCUA) operates and maintains a substantial amount of older utility infrastructure in the right-of-way within the County's project area and must replace the mains in a location away from the proposed new County infrastructure. To minimize the overall disruption to the neighborhood, reduce the overall timeframe of the stormwater and utility work, and reduce the overall project costs,CCUA and the County previously negotiated an Interlocal Agreement("Agreement")to combine the County and CCUA required work into one joint construction project("Project").The Agreement provided a framework to coordinate construction for the utility relocations using the County's contractor and delegated responsibilities for each respective party. The Agreement was fully executed in April 2021. The previous Agreement required the County to procure a quote for the Project through their two (2) continuing service contractors. Upon completion of the roadway and utility construction plans, the County as issued a quote request for the Project from the contractors, and each contractor submitted their final a estimations. After review of the quotes, CCUA and the County decided the estimates were not favorable to ai either the County or CCUA.Both parties decided to reject the quotes and to re-advertise the Project for public o bids from all qualified contractors. The County has since re-advertised the bid, has received final bid E submittals,and now intends to award the bid to the apparent qualified low bidder. ce To proceed with the award and begin construction, CCUA and the County must first execute an amendment to the previous Agreement.The amendment evenly allocates(50-50)the shared project costs and construction engineering inspection (CEI) services. The attached amended Agreement contains these revisions. Both CCUA and County legal counsel have reviewed the amendment and agree with the proposed changes. Following execution of the amended Agreement by CCUA, the County will bring in front of the Board of County Commissioners to gain approval to full approval. Once the amended Agreement is fully approved,the County will proceed the bid award and will manage the construction activities. CCUA and the County will meet regularly throughout the project duration to monitor activities and address any issues that may arise. The County will request CCUA's share of the needed funds within thirty (30) days of Notice to Proceed to the contractor(currently estimated at$1,880,599). BUDGET: Staff budgeted$2,852,544 for the project.No additional budget will be needed at this time. However, CCUA will pay for the Utility Work, shared construction costs and CEI services within the first 30-days of the construction period.With$145,631 encumbered for the design,there is$2,706,912 remaining for construction activities. RECOMMENDATION: Staff respectfully recommends the Board of Supervisors approve the attached Amendment to the Interlocal Agreement with Clay County for the Aquarius Concourse Stormwater and Underdrain Project Utility Work. ATTACHMENTS: Proposed Amendment to Interlocal Agreement Original Interlocal Agreement //KJL(Author) //JP(Review) //PS(Final) CLAY COUNTY AGREEMENT/CONTRACT # 2020/2021-136 AM1 FIRST AMENDMENT TO INTERLOCAL AGREEMENT BETWEEN CLAY COUNTY AND THE CLAY COUNTY UTILITY AUTHORITY This First Amendment to the Interlocal Agreement ("First Amendment") is made and entered into this day of March, 2022, by and between Clay County, a political subdivision of the State of Florida (the "County") and the Clay County Utility Authority(the "CCUA"). RECITALS WHEREAS, on April 7, 2021, the County and CCUA entered into an Interlocal Agreement, Clay County Agreement/Contract No. 2020/2021-136, a copy of which is attached hereto as Attachment A and incorporated herein by reference ("Agreement"), wherein the parties agreed to jointly perform Road Work and Utility Work for the improvement of Aquarius Concourse (the "Project"); and WHEREAS, the Agreement provided that the County would issue a Request for Quotes to its two continuing drain line repair contractors, soliciting quotes to perform both the Road Work and the Utility Work, and upon award of the work, a work order would be issued; and WHEREAS, the parties determined to proceed with a Request for Bids in place of the Request for Quotes and the County issued RFB No. 21/22-20 to solicit bids for the Project; and WHEREAS, the responsibilities of the County set forth in provision B of Article 3 of the Agreement with respect to the Request for Quotes were included by the County in the Request for Bids, and with respect to an award of the work, such responsibilities will be included in an agreement entered into with the successful contractor in place of a work order; and WHEREAS, in evaluating the Road Work and Utility Work to be performed the parties have determined that it would best serve the Project to jointly provide Construction Engineering Inspection (CEI) services for the Road Work and Utility Work, for which the parties would equally split the cost instead of each party providing a CEI and being responsible for the respective cost; and WHEREAS, the parties have further determined that in connection with work that is attributable to both the Road Work and the Utility Work, it would be in the best interest of the Project to share those costs equally instead of the parties paying a pro-rata share of the costs based on the percentage that the cost of the Road Work and the Utility Work, respectively, bears to the total contract sum; and WHEREAS, the parties desire to enter into this First Amendment to the Agreement to address the retention of Construction Engineering Inspection (CEI) services and shared costs between the parties. NOW THEREFORE, in consideration of the foregoing Recitals, the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged and all objections to the sufficiency and adequacy of which are hereby waived, the parties agree as follows: 1. The above recitals are true and correct and are incorporated herein by reference. 2. Provisions C, E, and H of Article 3, Obligations of the County, in the Agreement are hereby amended and replaced in their entirety with the following: C. For purposes of allocating the costs of items which are attributable to both the Road Work and the Utility Work, for instance the site preparation and any other shared work for the Road Work and the Utility Work, the County and CCUA shall equally (50/50) share such costs. E. The County will provide Construction Engineering Inspection (CEI) services for both the Road Work and the Utility Work, the cost for which will be shared equally (50/50) by the parties. H. If the CEI discovers non-compliant Utility Work and CCUA requests a meeting with the County to address the non-compliant work, the County agrees to meet with CCUA's representative to address non-compliant work. The County will thereafter give any direction to the contractor to address any agreed upon non-compliant work. 3. Provisions A, C, D, and E of Article 4, Obligations of CCUA, in the Agreement are hereby amended and replaced in their entirety with the following: A. CCUA agrees to pay to the County the full cost of the Utility Work, along with one-half of the shared costs, for instance the site preparation and any other shared work for the Road Work and the Utility Work, all as described in the agreement for the construction of the Project within thirty (30) calendar days of the issuance of the Notice to Proceed from the County to the contractor and upon written notice thereof by the County. C. CCUA understands and agrees that the County will provide CEI services for both the Road Work and the Utility Work and agrees that CCUA shall be responsible for one- half of the cost of such services. D. If the CEI discovers non-compliant Utility Work, CCUA will request a meeting with the County to address the non-compliant work. E. Under no circumstances may CCUA, or any of its officers, contractors or agents, give direction to the contractor in the performance of the Road Work or the Utility Work. CCUA acknowledges that the contractor will perform solely at the direction of the County. 4. The use of the term "work order" within the Agreement is hereby replaced with the term"agreement." 2 5. Except as expressly provided herein, all other terms and conditions of the Agreement not affected by this First Amendment are incorporated herein and shall remain in full force and effect. 6. The parties agree to utilize electronic signatures and that the digital signatures of the parties set forth below are intended to authenticate this First Amendment and have the same force and effect as manual written signatures. Each person signing on behalf of the parties represents and warrants that he/she has full authority to execute this First Amendment on behalf of such party and that the First Amendment will constitute a legal and binding obligation of such party. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the day and year first written above. Clay County Utility Authority By: Jeremy D. Johnston, PE, MBA Its Executive Director Clay County, a political subdivision of the State of Florida By: Wayne Bolla Its Chairman ATTEST: Tara S. Green Clay County Clerk of Court and Comptroller Ex Officio Clerk to the Board F:\Contract\ccua\County and CCUA Interlocal Agreement re Aquarius Concourse First Amendment 3.3.22.doc 3 Clay County Agreement/Contract No. 2020/2021- /3 INTERLOCAL AGREEMENT Between Clay County and The Clay County Utility Authority Re: Road Work and Utility Work for the Improvement of Aquarius Concourse THIS INTERLOCAL AGREEMENT is entered into between Clay County, a political subdivision of the State of Florida (the County), and the Clay County Utility Authority(CCUA). WHEREAS, the County is currently in the design process for the road work improvement of Aquarius Concourse in Clay County, Florida (the Road Work); and WHEREAS, CCUA desires to perform utility work improvement within the County right of way adjacent to the road work improvement(the Utility Work); and WHEREAS, CCUA desires to coordinate with the County in order that one construction contractor may be retained to construct both the Road Work and the Utility Work, collectively referred to as the Project; and WHEREAS, the County agrees to accommodate CCUA in this regard so that CCUA may take advantage of the cost savings available when the Utility Work may be done at the same time as the Road Work;and WHEREAS,the County will benefit by having CCUA perform its Utility Work at the same time as the Road Work in that the integrity of the road surface may be maintained and not cut by a later utility installation; and WHEREAS, CCUA agrees to pay all costs associated with the incorporation of the Utility Work into the County's procurement process for the construction of the Road Work so that all the Project work may be completed as an integrated whole; and WHEREAS, the Parties acknowledge that while the joint installation of the Road Work and the Utility Work benefits both parties,the Utility Work is not a County project and the County accommodation to CCUA in adding the Utility Work to the Road Work is done in the interest of efficiency and the preservation of public resources of both governmental entities; and WHEREAS,the Parties acknowledge that it is the intention of this Agreement that all costs associated with and attributable to the Utility Work be paid for entirely by CCUA, except for shared costs as provided for in Article IC. below; and WHEREAS, the County and CCUA desire to establish their respective rights and responsibilities with respect to the Project. NOW THEREFORE, in consideration of the foregoing recitals, the mutual covenants and conditions contained herein, and for other good and valuable consideration, the legal sufficiency of which is admitted by the Parties, the Parties agree as follows: ARTICLE I. Authority, General Responsibilities, and Condition Precedent. This Agreement is entered into pursuant to the provisions of Section 163.01, Florida Statutes, commonly known as the "Florida Interlocal Cooperation Act of 1969", hereinafter referred to as the Act,and all applicable portions of the Act are made a part hereof and incorporated herein as if set forth at length herein, including,but not limited to the following specific provisions: A. All of the privileges and immunities and limitations from liability,exemptions from laws,ordinances and rules,and all pensions and relief,disability,workers'compensation and other benefits which apply to the activity of officers, agents, or employees of the Parties hereto when performing their respective functions within their respective territorial limits for their respective agencies,shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents or employees extra-territorially under the provisions of this Agreement. B. This Agreement does not and shall not be deemed to relieve any of the Parties hereto of any of their respective obligations or responsibilities imposed upon them by law except to the extent of the actual and timely performance of those obligations or responsibilities by one or more of the Parties to this Agreement, in which case performance provided hereunder may be offered in satisfaction of the obligation or responsibility. C. As a condition precedent to its effectiveness, and pursuant to Section 163.01(11), Florida Statutes, this Agreement and any subsequent amendments hereto shall be filed with the Clerk of the Circuit Court of Clay County. D. This Agreement shall be construed under the laws of the state of Florida,and venue for any actions arising out of this Agreement shall lie in Clay County. If any provision hereof is in conflict with any applicable statute or rule or is otherwise unenforceable, then such provision shall be deemed null and void to the extent of such conflict and shall be deemed severable, but shall not invalidate any other provision of this Agreement. ARTICLE 2. The Project. The construction of the Road Work and the Utility Work within the Aquarius Concourse right of way from the intersection at Blairmore to the ending cul de sac, being approximatelyl.3 miles. ARTICLE 3. Obligations of the County. A. The County and CCUA have each contracted for design services necessary to develop the plan and specifications necessary to construct the Road Work and the Utility Work, respectively. Upon completion of each Parties' respective design work, the County and CCUA will meet, concur and sign-off that their respective components of the Project design are in 2 conformance with the overall goals of the Project for each Party. Upon sign-otT by the County and CCUA, the County will incorporate the Utility Work components along with the Road Work components into a Request for Quotes, providing for the Utility Work components to be listed separately so that the total costs of materials and construction for the Utility Work are easily discernable from the total costs of materials and construction for the Road Work. B. The County shall be responsible for the procurement of a contractor for the construction of the Project through its two continuing drain line repair contractors, soliciting quotes from them to perform both the Road Work and the Utility Work. The Request for Quotes shall require that a single insurance policy and bond be given to protect the Project and to secure the payment and performance of both the Road Work and the Utility Work. The Request for Quotes shall also require that the payment and performance bonds submitted by the contractor be assignable to CCUA in the event it is necessary to pursue the bond for defective Utility Work. The County and CCUA will evaluate the quotes received and the County will award the work to the lowest responsive, responsible qualified contractor, pending the County's appropriation of funding. A work order authorizing the work shall present the Utility Work separately and shall contain the requirement that the successful contractor shall look to the County, and not to CCUA, for payment of the Utility Work as specified in the work order. Additionally, the contractor selected by the County shall provide CCUA a two-year warranty, consistent with CCUA's standards and specifications for the Utility Work performed under this Agreement. C. For purposes of allocating the costs of items in the quote which are attributable to both the Road Work and the Utility Work including but not limited to site preparation,maintenance of traffic, bid bond, insurance, payment and performance bonds,and any other shared work for the Road Work and the Utility Work, the County and CCUA shall each pay a pro-rata share of the cost of these items based on the percentage that the cost of the Road Work and the Utility Work, respectively, bears to the total contract sum. D. The County shall be responsible for securing and paying for any required permits for the work necessary for completion of the Road Work. E. The County will provide Construction Engineering Inspection (CEI) services for the Road Work and will be responsible for the cost of such services. F. The County shall ensure that the work order contains the requirement that the Project is properly insured against casualty and liability loss and that worker's compensation coverage is also in place both during construction and upon completion. G. The County will provide all direction to the contractor in the performance of the Road Work or the Utility Work. H. If CCUA's CEI discovers non-compliant Utility Work and CCUA requests a meeting with the County to address the non-compliant work, the County agrees to meet with CCUA's representative to address non-compliant work. The County will thereafter give any direction to the contractor to address any agreed upon non-compliant work. 3 I. In the event of an unforeseen or a change condition arising during the construction which affects the Utility Work, first, the County agrees to notify CCUA of these conditions, and second, the County and CCUA representatives agree to meet to verify the cause, determine any resolution to these conditions, and approve any issuance of an amendment to the work order. In the event of an unforeseen utility conflict with the Road Work is found and documented during the construction of the Project,the County will notify CCUA of the estimated conflict. The County and CCUA representatives agree to meet to verify the conflict, determine any resolution to the conflict, and approve any issuance of an amendment to the work order to solve the unforeseen utility conflict. The County shall not be responsible for material,equipment,or structures directly tied to CCUA's utility system. CCUA shall not be responsible for material, equipment, or structures directly tied to the County's road or drainage systems. ARTICLE 4. Obligations of CCUA. In addition to CCUA obligations set forth elsewhere in this Agreement, CCUA has the following obligations: A. CCUA agrees to pay to the County the full cost of the Utility Work along with its pro-rata share of shared costs, including but not limited to site preparation, maintenance of traffic, bid bond, insurance, payment and performance bonds, and any other shared work for the Road Work and the Utility Work, all as described in the work order for the construction of the Project within thirty (30) calendar days of the issuance of the Notice to Proceed from the County to the contractor and upon written notice therefor by the County. B. CCUA shall be responsible for securing and paying for any required permits for its respective work necessary for completion of the Utility Work. C. CCUA will provide CEI services for the Utility Work and will be responsible for the cost of such services. D. If CCUA's CEI discovers non-compliant Utility Work, CCUA will request a meeting with the County to address the non-compliant work. E. Under no circumstances may CCUA or any of its officers, contractors or agents, including CCUA's CEI, give direction to the contractor in the performance of the Road Work or the Utility Work. CCUA acknowledges that the contractor will perform solely at the direction of the County. F. CCUA agrees to designate a design representative for the Project who will receive. review and respond within ten (I 0)working days to all questions and requests from the contractor and the County. G. In the event of an unforeseen or a change condition arising during the construction phase which affects the Utility Work, upon notification by the County of such condition, CCUA agrees to meet with County representatives to verify the cause, determine any resolution to these conditions, and approve any issuance of an amendment to the work order in accordance with 4 Article 3.I. All amendments for the Utility Work portion of the Project must be approved by CCUA's Board of Supervisors prior to the beginning of any work. CCUA shall reimburse the County for any expenses incurred by the County which are associated with an approved amendment to the Utility Work. CCUA agrees to pay these expenses within thirty (30) calendar days, upon submittal of a statement therefor to CCUA by the County. ARTICLE 5. Default or Disputes. In the event either Party to this Agreement fails to meet any of its obligations hereunder, the other Party may terminate the Agreement. ARTICLE 6. Transfer or Assignment. Neither the County nor CCUA shall transfer or assign this Agreement, or any rights acquired hereunder, or grant any interest, privilege, or license whatsoever in connection with this Agreement unless first obtaining the written consent of the other Party, which consent shall not be unreasonably withheld. ARTICLE 7. Amendments. Any changes in the provisions of this Agreement which are agreed to by the Parties shall be made by formal written amendment signed by both Parties. ARTICLE 8. Project Management. The Project Managers for the County and for CCUA are listed below and shall be the representative responsible for overall coordination of the Project. Either Party may change its Project Manager upon three(3) business day's prior written notice to the other Party. County CCUA Richard Smith, P.E. Paul Steinbrecher, P.E. Clay County Dept. of Engineering Clay County Utility Authority P.O. Box 1366 3176 Old Jennings Road Green Cove Springs, Florida 32043 Middleburg, Florida 32068 Telephone: 904-529-3816 Telephone: 904-272-5999 Email: richard.smith@claycountygov.com Email: psteinbrecher(n clayutility.org ARTICLE 9. Term. The term of this Agreement shall commence on the effective date and continue through the completion of the Aquarius Concourse Road Work and the completion of the associated Utility Work. 5 ARTICLE 10. Effective Date. This Agreement shall commence and be effective on the date it is fully executed by the Parties hereto. ARTICLE I I. Audit,Access to Records,and Repayment of Funds. Both CCUA and the County shall maintain its books and records such that receipt and expenditure of the funds provided hereunder are shown separately from other expenditures in a format that can be easily reviewed. CCUA and the County shall keep the records of receipts and expenditures and copies of all invoices and supporting documentation for at least three (3) years after expiration of this Agreement and in any event shall meet all applicable requirements for retaining public records as required by Art. 1, Section 24, Florida Constitution, and Chapter 119, Florida Statutes,as from time to time amended(together,the Public Records Laws). In accordance with generally accepted governmental auditing standards, both CCUA and the County shall have access to and the right to examine any directly pertinent books and other records involving transactions related to this Agreement. In the event of an audit, CCUA and the County shall maintain all required records until the audit is completed and all questions are resolved. CCUA and the County will provide proper facilities for access to and inspection of all required records. ARTICLE 12. Indemnity. A. Subject to and within the provisions of Section 768.28, Florida Statutes, CCUA shall fully defend, protect, indemnify and hold harmless the County and all of its respective principals, employees, officers, agents, servants and contractors (collectively, the Indemnitees), from and against any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of the successful contractor and persons employed or utilized by it in the performance of the Utility Work. In light of CCUA being a governmental entity, nothing herein is intended to serve as a waiver of CCUA's sovereign immunity protections nor does it extend CCUA's liability beyond the limits established in Section 768.28, Florida Statutes. Notwithstanding anything stated to the contrary in the Agreement, CCUA's obligation to compensate or indemnify is limited and shall not exceed the limits set forth in Section 768.28, Florida Statutes, as it may be amended from time to time. B. Subject to and within the provisions of Section 768.28, Florida Statutes, the County shall fully defend,protect, indemnify and hold harmless CCUA and all of its respective principals, employees, officers, agents, servants and contractors (collectively, the Indemnitees), from and against any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, or intentional wrongful misconduct of the successful contractor and persons employed or utilized by it in the performance of the Road Work. In light of the County being a governmental entity, nothing herein is intended to serve as a waiver of the County's sovereign immunity protections nor does it extend the County's liability beyond the limits established in Section 768.28, Florida Statutes. Notwithstanding anything stated to the contrary in the Agreement, the County's obligation to 6 compensate or indemnify is limited and shall not exceed the limits set forth in Section 768.28, Florida Statutes, as it may be amended from time to time. C. The provisions of this Article shall survive any termination of this Agreement. ARTICLE 13. Remedies. The Parties will attempt to settle any dispute arising from this Agreement through negotiation and a spirit of mutual cooperation. The dispute will be escalated to appropriate higher- level managers of the Parties, if necessary. ARTICLE 14. Independent Contractor. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind. ARTICLE 15. Further Assurances. Each of the Parties shall cooperate with one another,shall do and perform such actions and things, and shall execute and deliver such agreements, documents and instruments, as may be reasonable and necessary to effectuate the purposes and intents of this Agreement. ARTICLE 16. Waiver. Failure or delay by either Party to exercise a right or power under this Agreement will not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. ARTICLE 17. Severability. Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof,and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. [Signatures appear on the following page] 7 IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date set forth below. CLAY OUN Y By: Oz Date 3/2.3/d2 i Mike Cella Its Chairman ATTEST: .. . Tara . Green Clay County Clerk of Court and Comptroller Ex Officio Clerk to the Board CLAY COUNTY UTILITY AUTHORITY 4 BY: � y l ate:2.0Z%-04-67 0 aJo nston, PE, MBA . utiv: Director F:1Contract\ccua\County and CCUA Interlocal Agreement re Aquarius Concourse 3 18.21 Clean.docx 8