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2007-44SECTION 00500 AGREEMENT THIS AGREEMENT made and entered into this /$i7-( day of SE~'r~u;~=!L 2007, by and between the City of Clermont, Florida, (hereinafter called the OWNER) and Santis Engineering, Inc. (hereinafter called CONTRACTOR); WITNESSETH: OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows: ARTICLE 1 -SCOPE OF WORK CONTRACTOR, as an independent CONTRACTOR, and not as an agent of the OWNER, shall complete all Work as specified or indicated in the Contract Documents. The Work is generally described as follows: • Finish and install a telemetry system for the City wastewater lift sations. The telemetry system shall include all hardware and software required to operate a telemetry system for the following 621ift stations, plus spares, as specified: LS #1, LS #2, LS #3, LS #4, LS #5, LS #6, LS #7, LS #9, LS #10, LS #11, LS #12, LS #13,LS#14,LS#15,LS#16,LS#17,LS#18,LS#19,LS#20,LS#21,LS#21A,LS #22, LS #23, LS #26, LS #30, East LS #1, East LS #2, East LS #3, East LS #4, East LS #5, East LS #6, East LS #7, East LS #8, East LS #9, East LS #10, East LS #11, East LS #12, East LS #13, East LS #14, East LS #15, East LS #lb, East LS #17, East LS #18, East LS #19, East LS #20, East LS #21, East LS #21B, East LS #22, East LS #22B, LS #E-8A, LS #E-30, LS #E-24, LS #E-27, LS #E-28, LS #E-19A, LS #E-33, LS #E-31, LS #E-23, LS #E-32, LS #E-29, LS #E-25, LS #E-34, LS Spare RTU #063, LS Spare RTU #061. The project for which the Work under the Contract Documents may be the whole or only a part is generally described as follows: WASTEWATER LIFT STATIONS TELEMETRY SYSTEM ARTICLE 2 -ENGINEER The Project has been designed by Tetra Tech, whose address is 201 East Pine Street, Suite 1000, Orlando, FL 32801, who is hereinafter called ENGINEER, and who will assume all duties and responsibilities and will have the rights and authority assigned to the ENGINEER in the Contract CSP/slm/sma/specs/s-1 /00500.doc Tt#01.0156.000 00500-1 091307 Documents in connection with completion of the Work in accordance with the Contract Documents. ARTICLE 3 -CONTRACT TIME 3.1 "The Work shall be completed with a substantial completion date and a final completion date. The Contractor will not be able to mobilize on site until the City provides permission for the Contractor to proceed. The Work for substantial completion as described below shall be completed within three hundred (300) days after the date when the Contract Times commence to run. The Work for final completion as described below shall be fully completed and ready for final payment in accordance with Paragraph 14.13 of the General Conditions within three hundred thirty (330) days after the date when the Contract Times commence to run. All work associated with the project shall be 100% completed and operational prior to substantial completion. The following schedule is anticipated: 1. Bid Opening: 2. Contract Award: July 24, 2007 September 17, 2007 3. Contract Execution and Notice to Proceed: October 16, 2007 3.2 Liquidated Damages. OWNER and CONTRACTOR recognize that TIME IS OF THE ESSENCE of this Agreement and that OWNER will suffer financial loss if the Work is not completed within the times specified in paragraph 3.1 above, plus any extensions thereof allowed in accordance with Article 12 of the General Conditions. They also recognize the delays, expense and difficulties in proving the actual loss suffered by OWNER if the Work is not completed on time. Accordingly, instead of requiring any such proof, OWNER and CONTRACTOR agree that as liquidated damages for delay (but not as a penalty), CONTRACTOR shall pay OWNER one thousand dollars ($1,000.00) for each day that expires after the time specified in paragraph 3.1 for Substantial Completion until the Work is substantially complete. This amount represents an estimate of OWNER's damages for loss of use and administrative costs associated with delay. After Substantial Completion, if CONTRACTOR shall neglect, refuse or fail to complete the remaining Work within the time specified in paragraph 3.1 for completion and readiness or fail to complete the remaining Work within the time specified in paragraph 3.1 for completion and readiness for final payment or any proper extension thereof granted by OWNER, CONTRACTOR shall pay OWNER five hundred dollars ($500.00) for each day that expires after the time specified in paragraph 3.1 for completion and readiness for final payment. This amount represents an estimate of OVVNER's damages for loss of use and administrative and costs associated with delay. However, the contractor shall not be entitled to additional payment for timely or early completion of the project. (' SP/sim/sma/speCSr s-1 /00500. dc?c 'r++~n~ ni c~ nnn nncnn ~ nni ~n~ contractor shall not be entitled to additional payment for timely or early completion of the project. ARTICLE 4- CONTRACT PRICE 4.1 OWNER shall pay CONTRACTOR for performance of the Work in accordance with the Contract Documents in current funds at the lump sum or unit prices as presented in the Bid Form, which is incorporated herein and made a part hereof by this reference. 4.2 OWNER shall pay CONTRACTOR for completion of the Work in accordance with the Contract Documents an amount in current funds equal to the amount below: Total of all unit prices: One Million Twenty-Four Thousand Eight Hundred $ 1,024,855.00 (figures) Fifty-Five and 00/100 Dollars (use words) 4.3 The parties expressly agree that the Contract Price is a fixed stipulated sum, except with regard to those items in the Bid, which are subject to unit prices. As provided in paragraph 11.9 of the General Conditions estimated quantities are not guaranteed and determinations of actual quantities and classification are to be made by ENGINEER as provided in paragraph 9.10 of the General Conditions. ARTICLE 5- PAYMENT PROCEDURES 5.1 CONTRACTOR shall submit Applications for Payment in accordance with the Contract Documents. Applications for Payment will be processed by ENGINEER as provided in the General Conditions. 5.2 Progress Payments; Retainage. Payment shall be in accordance with the City of Clermont Code of Ordinances 5.3 Prior to Substantial Completion, progress payments will be made in an amount equal to the percentage indicated below, but in each case, less the aggregate of payments previously made and less such amounts as ENGINEER shall determine, or OWNER may withhold, in accordance with paragraph 14.7 of the General Conditions. 5.3.1 Ninety percent (90%} of the value of Work completed, with the balance being retainage. CSP/slm/sma/specs/s-1 /005 OO.doc Tt#01.0156.000 00500-3 091307 5.3.2 Ninety percent (90%), with the balance being retainage of the value of materials and equipment not incorporated in the Work, but delivered, suitably stored and accompanied by documentation satisfactory to OWNER as provided in paragraph 14.2 of the General Conditions. 5.3.3 Upon Substantial Completion, the Owner may, at his option, increase total payments to CONTRACTOR to ninety five percent (95%) of the Contract Price, with the balance being retainage, less such amounts as ENGINEER shall determine, or OWNER may withhold, in accordance with paragraph 14.7 of the General Conditions. 5.4 Final Payment. Upon final completion of the Work in accordance with Paragraph 14.13 of the General Conditions, as supplemented, OWNER shall pay CONTRACTOR an amount sufficient to increase total payments to one-hundred percent (100%) of the Contract Price. However, not less than two percent (2%) of the Contract Price shall be retained until Contract Closeout is completed as specified in Section 01700 and all Record Drawings, specifications, addenda, modifications and shop drawings, including all manufacturers instructional and parts manuals are delivered to and accepted by the ENGINEER. ARTICLE 6 - CONTRACTOR'S REPRESENTATIONS In order to induce OWNER to enter into this Agreement, CONTRACTOR makes the following representations: 6.1 CONTRACTOR has examined and carefully studied the Contract Documents (including the Addenda listed in Article 7) and the other related data identified in the Bidding Documents including "technical data." 6.2 CONTRACTOR has visited the site and become familiar with and is satisfied as to the general, local and site conditions that may affect cost, progress, performance or furnishing of the Work. 6.3 CONTRACTOR is familiar with and is satisfied as to all federal, state and local Laws and Regulations that may affect cost, progress, performance and furnishing of the Work. 6.4 CONTRACTOR has carefully studied all reports of explorations and tests of subsurface conditions at or contiguous to the site and all drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the site (except Underground Facilities) which have been identified in the Supplementary Conditions as provided in paragraph 4.2.1 of the General Conditions. CONTRACTOR accepts the determination set forth in paragraph SC- 4.2 of the Supplementary Conditions of the extent of the "technical data" contained in such reports and drawings upon which CONTRACTOR is entitled to CSPlslm/smalspecs/s-1 /005OO.doc Tt#01.0156.000 00500-4 091307 rely as provided in paragraph 4.2 of the General Conditions. CONTRACTOR acknowledges that such reports and drawings are not Contract Documents and may not be complete for CONTRACTOR'S purposes. CONTRACTOR acknowledges that OWNER and ENGINEER do not assume responsibility for the accuracy or completeness of information and data shown or indicated in the Contract Documents with respect to Underground Facilities at or contiguous to the site. CONTRACTOR has obtained and carefully studied (or assumes responsibility for having done so) all such additional supplementary examinations, investigations, explorations, tests, studies and data concerning conditions (surface, subsurface and Underground Facilities) at or contiguous to the site or otherwise which may affect cost, progress, performance or furnishing of the Work or which relate to any aspect of the means, methods, techniques, sequences and procedures of construction to be employed by CONTRACTOR and safety precautions and programs incident thereto. CONTRACTOR does not consider that any additional examinations, investigations, explorations, tests, studies or data are necessary for the performance and furnishing of the Work at the Contract Price, within the Contract Times and in accordance with the other terms and conditions of the Contract Documents. 6.5 CONTRACTOR is aware of the general nature of Work to be performed by OWNER and others at the site that relates to the Work as indicated in the Contract Documents. 6.6 CONTRACTOR has correlated the information known to CONTRACTOR, information and observations obtained from visits to the site, reports and drawings identified in the Contract Documents and all additional examinations, investigations, explorations, tests, studies and data with the Contract Documents. 6.7 CONTRACTOR has given ENGINEER written notice of all conflicts, errors, ambiguities or discrepancies that CONTRACTOR has discovered in the Contract Documents and the written resolution thereof by ENGINEER is acceptable to CONTRACTOR, and the Contract Documents are generally sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work. ARTICLE 7 -CONTRACT DOCUMENTS The Contract Documents which comprise the entire Agreement between the OWNER and CONTRACTOR are attached to this Agreement, are made a part hereof and consist of the following: 7.1 This Agreement (Section 00500} (pages 1 to 7, inclusive). 7.2 Exhibits to this Agreement, if any. C SP/slm/sma/specsis-1 /005 00. doc Tt#01.0156.000 00500-5 091307 7.3 Performance Bond, Payment Bond and Certificates of Insurance (Sections 00610, 00620 and 00650, respectively). 7.4 Notice of Award and Notice to Proceed (Sections 00841 and 00842, respectively). 7.5 General Conditions (Section 00700) as amended by the Supplementary Conditions. 7.6 Supplementary Conditions (Section 00800). 7.7 FDEP Supplementary Conditions (Construction). 7.8 Project Manual bearing the general title: City of Clermont, Wastewater Lift Stations Telemetry System and consisting of one (1) volume including Divisions 0 through 16. 7.9 Addenda numbers I through 2 ,inclusive. 7.10 The following which may be delivered or issued after the Effective Date of the Agreement and are not attached hereto: All Written Amendments and other documents amending, modifying or supplementing the Contract Documents pursuant to paragraphs 3.5 and 3.6 of the General Conditions. 7.11 Bid Form (Section 00300) (Pages 1 to 9, inclusive) and all documents attached to and made a condition of the Bid. There are no Contract Documents other than those listed above in this Article 7. The Contract Documents may only be altered, amended, or repealed in accordance with Article 3 of the General Conditions as modified in the Supplementary Conditions. ARTICLE 8 -MISCELLANEOUS 8.1 OWNER and CONTRACTOR each binds himself, his partners, successors, assigns and legal representatives to the other party hereto, his partners, successors, assigns or legal representatives in respect to all covenants, agreements and obligations contained in the Contract Documents. 8.2 Terms used in this Agreement, which are defined in Article 1 of the General Conditions, shall have the meanings indicated in the General Conditions, as modified in the Supplementary Conditions. 8.3 If any section, subsection, sentence, clause, phrase, or portion of this agreement is for any reason held invalid or unconstitutional by any court of competent jurisdiction, such portion shall be deemed a separate, distinct and independent CSPlslm/sma/specs/s-1 /005OO.doc Tt#01.0156.000 00500-6 091307 provision and such holdings shall not affect the validity of the remaining portions thereof. ARTICLE 9 -GOVERNING LAW This Agreement shall be governed by the laws of the State of Florida. Both parties agree that the courts of the State of Florida shall have jurisdiction of any claim arising in connection with this Agreement. In the event of litigation arising out of this Agreement, the prevailing party shall be entitled to the award of attorney's fees and costs at both the trial and appellate level. IN WITNESS WHEREOF, the parties hereto have signed this Agreement in triplicate. One counterpart each has been delivered to OWNER, CONTRACTOR and ENGINEER. All portions of the Contract Documents have been signed or identified by OWNER and CONTRACTOR or identified by ENGINEER on their behalf. This Agreement will be effective on 8~f SE!~1~ , 2007 OWNER: City of Cle t B -''~J _/ NAME: ~Ct~D~d s• /u~,tt/i,~ (type) TITLE: ~A.~J©~G NAME: ~~/2/ S c~ /yO~~C' (type) CONTRACTOR: Santis Engineering, Inc. BY: NAME: (Y~c ~G~ 5~,~-r~5 (type) TITLE: (~(~~ S~hE~-r/G=~ . ATTEST: /J~ ~n~~ NAME: ~' 2~~ Moo(li~EAl~ (type} Address for giving notices: City of Clermont _ 685 W. Montrose St., 2°d Floor Clermont, Florida 34711 Approved as to form and correctness: 2007 Address far giving notices: 7011 N. Atlantic Ave., Suite 101 Cape Canaveral, FL 32920 Florida State Contractor's License No.: ~-e.~' ~ i~`i ~'c~ c-c ~~: ~ c :5 ~L.: C ~3 ~ ~ 72 END OF SECTION E ~ ~• L ~ v (~ z <; C SP/slm/sma/specs/s-1 /005OO.doc Tt#01.0156.000 00500-7 091307