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1968-04CONTRACT AND AGREEMENT TH IS CONTRACT, made and entered into this 25th day o September, 1968, by and between the BOARD OF CITY Councilmen, CITY OF CLERMONT, FLORIDA, hereinafter called the OWNER, and MICHAELS ENGINEERING COMPANY, of Orlando, Florida, hereinafter called the ENGINEERS . WITNESSETH: That for and in consideration of the mutual covenants and agreements here inafter contained, the parties hereto for themselves, their successors and assigns have mutualIy agreed and do agree with each other as follows: ARTICLE I: The OWNER does hereby employ the ENGINEER as its Consult- ing. Engineer to render Professional Engineering Services as herein described, for the design, specifications and supervision of construction of a 16" water supply test well and appurtenances, hereinafter called the PROJECT. ARTICLE II: SCOPE OF WORK: The ENGlNEER shall perform Engineering services pertaining to the design and construction of the aforesaid PROJECT, as follows, to wit: (a) PRELIMINARY ENGINEERING 1 . Conferences with the City and other officials, Iegal and fiscal advisors to develop a definite program of work to be accomplished. 2. Preliminary studies, as may be required for use of the OWNER. 3. Preliminary sketches, showing the proposed improvements in sufficient detail to indicate the scope and intent of the work contemplated; and furnish cost estimates of the proposed work. 4. Advise the OWNER as to the necessity of obtaining further services from others of the type described in ARTICLE III. (b) FINAL DESIGN PHASE 1 . Upon approval of the preliminary engineering by the OWNER, the ENGINEER shall furnish detailed plans, specifications and con- tract documents as are necessary to illustrate fully the intent of the work to be accomplished. Page 1 of 6 2 . Advise the 0WNER of any adjustment of the cost estimate of the PROJECT; assist the OWNER in taking bids, evaluation of contractor's proposals and recommendations as to award of the contract for construction. (c) ENGINEERING SERVICES DURING CONSTRUCTION The ENGINEER will provide the follwing services during the construction phase of the PROJECT. 1 . Establish base Iines and control elevations from which the work can be started. 2. Make periodic visits to the site to observe the progress and quaIity of the executed work. 3. Check and approve shop drawings and other data the contractor is required to submit, only for conformance with the design concept of the PROJECT and compliance with the information given in the Contract Documents. 4. Check and approve the contractor's monthly pay estimates, and make periodic progress reports. 5. Upon completion of the PROJECT, furnish the OWNER with a set of plans showi ng those changes made during the construct ion process based upon the marked up prints, drawings and other data furnished by the contractor. 6. The ENGINEER shall not be responsible for the acts or omissions of the contractor, any sub contractor, or any of the contractor's or sub contractor's agents or employees or any other person per- forming any of the work under the construction contract. (d) RESIDENT PROJECT SERVICES If it is requested and approved in writing by the OWNER, a full time Resident Project Representative will be furnished and directed by the ENGINEER in order to provide more extensive representation at the project site during 'the construction phase, as outlined in EXHIBIT A, hereto attached, to determine that all items in the contract documents are complied with by the contractor. ARTICLE III: ADDITIONAL SERVICES It is understood and agreed between the parties hereto, that the cost of the following services are not part of the above described Consulting Engineering Services and that the OWNER will obtain these services if required or direct the Page :2 (A 6 ENGINEER to obtain said services and make payment to the ENGINEER as described in ARTICLE V - 3 & 4. 1 . Test holes, test borings, or other sub surface explorations as may be required. 2. Property, boundary, right-of-way and topgraphic surveying. 3. Shop, mill or laboratory testing and/or inspection of materials, or field inspection and testing of materials and work. ARTICLE IV: OWNER IS RESPONSIBILlTIES (a) Assist the ENGINEER by placing at his disposal all available informa- tion pertinent to the PROJECT, including all previous reports and other data relative to design and construction of the PROJECT. (b) Furnish legal and financial advice when required on matters pertaining to the PROJECT. (c) Obtain, or direct the ENGINEER to obtain, Additional Services as described in ARTICLE III, as may be required. ARTICLE V: PAYMENTS TO THE ENGINEER (a) The OWNER wiII pay to the ENGINEER for duly authorized services on the PROJECT performed by the ENGINEER as follows: 1. For those services, performed under ARTICLE II, except ARTICLE II-d a fee of 8.5 per cent of the PROJECT construction costs. 2. For those services provided under ARTlC LE II-d, a fee on the basis of payroll cost of salaries of personnel assigned to the regularly established offices of the ENGINEER times a factor of 2.20 3. For those services provided under ARTICLE 111-a-1 ,2,3, at a fee of the invoice cost to the ENGINEER, if those services be authorized by the OWNER to be provided by the ENGINEER. (b) METHODS AND TIMES OF PAYMENTS Payments on account of said fees for services provided shall be made as follows: 1. For services provided under Article II, a & b, compensation in the amount of 80 per cent of the total fee, due and payable upon submission of final plans. Basis of payment shall be on one of the following applicable conditions: (a) The lowest acceptable bona fide contractor's bid. (b) The ENGINEER 'S most recent cost estimate of the PROJECT. Page 3 of 6 2. For services provided under ARTIC LE II, c - compensation in the amount of 20 per cent of the total fee, due and payabIe monthly, based on the amount of work completed as evidenced by the contractor monthly pay estimate. 3. For services provided under ARTICLE II, d - compensation as outlined in ARTICLE V, 2 - due and payable upon submission of a certified statement by the ENGINEER. 4. For services provided under ARTICLE III, a - 1,2, & 3, upon sub- mission of the invoices of the additional services obtained. ARTICLE VI: GENERAL CONSIDERATIONS (a) Termination This Agreement may be terminated by either party by seven days written notice in the event of substantial failure to perform in accordance with the terms hereof by the 'other party through no fault of the terminating party. If this Agreement is terminated upon completion of any phase of the ENGINEER IS services, the progress payments to be made in accordance with ARTICLE II-b on account of that and all prior phases shall constitute total payment for services rendered; if terminated dur- ing any phase or the work, the ENGINEER shall be paid for services performed during such phase on the basis of his reasonable estimate of the portion of such phase completed pr ior to termination. In the event of any termination, the ENGINEER shall be paid expenses due and pay- able under this contract resulting therefrom plus payment for additional services then due. (b) Ownership of Documents All documents, including original drawings, estimates, specifications, field notes and data are and remain the property of the ENGINEER as instruments of service. Th'e OWNER may at his expense obtain ,a set of reproducible record prints of drawings and copies of other documents, in consideration of which the OWNER will use them solely in connection with the PROJECT, and not for the purpose of making subsequent exten- sions or enlargements thereto and he will not sell, publish or display them publicly. Re-use for extensions of the PROJECT, or for new Page 4 of 6 projects, shall require written permission of the ENGINEER and shall entitle him to further compensation at a rate to be agreed upon by the OWNER and ENGINEER. (c) Estimates Since the ENGINEER has no control over the cost of labor, materials or equipment, or over the Contractor's methods of determining prices, or over competitive bidding or market conditions, the estimates of construction cost provided for herein are to be made on the basis of his experience and qualifications and represent his best judgment as a design professional familiar with the construction industry, but the ENGINEER cannot and does not guarantee that bids ,or the construction cost wiII not vary from cost estimates prepared by him. (d) Insurance The ENGINEER shall secure and maintain such insurance as will pro- tect him from claims under the Workmen's Compensation Acts and from claims for bodily injury, death, or property damage which may arise from the performance of his services under this Agreement. ARTICLE VII: SUCCESSORS AND ASSIGNS The OWNER, and the ENGINEER each binds himself and his partners, successors, executors, administrators and assigns to the other party of this Agree- ment and to the partners, successors, executors, administrators and assigns of such other party, in respect to all covenants of th is Agreement; except as above, neither. the OWNER nor the ENGINEER shall assign, sublet or transfer his interest in th is Agreement wi thout the wr itten consent of the other. Nothing herein shall be construed as creating any personal Iiability on the part of any officer or agent of any public body which may be a party hereto, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the OWNER AND THE ENGINEER. Page 5 of 6 ARTICLE VII: That this Agreement is made and entered into by authority of the BOARD OF CITY Councilmen OF THE CITY OF CLERMONT, FLORIDA passed in regular session on the 24th day of September 1968, a copy of which is attached hereto authorizing the City Manager and the Clerk to execute same in behalf of the OWNER. IN TESTIMONY WHEREOF the Parties have caused this Agreement to be executed in duplicate, the day and year first written above. BOARD OF CITY Councilmen CITY OF CLERMONT, FLORIDA (OWNER) ATTEST: Clerk BY City Manager WITNESSES: MICHAELS ENGINEERING COPANY (ENGINEER) BY President Page 6 of 6 EXHIBIT IIAII OF AGREEMENT BETWEEN OWNER ,AND ENGINEER FOR PROFESSIONAL SERVICES Duties, Responsibilities and Limitations of the Authority of the Resident Project Representative A. GENERAL: The Resident Project Representative is the ENGINEER IS Agent and shall act under the supervision and direction of the ENGINEER. He shall confer with the ENGINEER regarding his actions, and shall generally communicate with the OWNER only through the ENGINEER. B. DUTIES AND RESPONSIBILITIES: The Resident Project Representative shall: 1 . Schedule: Review the progress schedule prepared by the CONTRACTOR for compliance with the contract and give written advice to the ENGINEER con- cerning its acceptability. 2. Conferences: Attend pre-construction conferences. Arrange a schedule of pro- gress meetings and other job conferences as required in consultation with the ENGINEER and notify those expected to attend in advance. Maintain and circulate copies of records,of the meetings. 3. Liaison: (a) Serve as the ENGINEERls liaison with the CONTRACTOR working principally through the CONTRACTOR IS superintendent. Alert the CONTRACTOR, through his superintendent, to the- hazards involved in accepting and act- ing upon instructions from the OWNER or others, except such instructions transmitted through the ENG INEER. (b) Cooperate with the CONTRACTOR in his dealings with the various local agencies having jurisdiction over the Project in order to complete service connections to public utilities and facilities. (c) Assist the ENGINEER in obtaining from the OWNER additional details or information, when required at the job site for proper execution of the work. 4. Approvals: When required, assist the ENGINEER in obtaining from the CONTRACTOR a Iist of his proposed suppliers and subcontractors. 5. Samples: Assist the ENGINEER in obtaining field samples of materials del ivered to the site which are requ ired to be furnished, and keep record of actions taken by the ENGINEER. Page 1A 6. Shop Drawings: (a) Receive approved shop drawings and other submissioll~ from the ENGINEER record data received, maintain a file of the drawings and submissions, and check construction for compliance with them. (b) Alert the CONTRACTOR's superintendent when he observes materials or equipment being installed before approval of shop drawings or samples, where such are required, and advise the ENGINEER when he believes it is necessary to disapprove work as failing to conform to the Contract Documents. 7. Review of Work, Inspections and Tests: (a) Conduct on-site observations of the work in progress for the ENGINEER as a basis for determining that the Project is proceeding in accordance with the Contract Documents, and report to the ENGINEER whenever he believes that any work should be rejected or specially tested, or that the work should be stopped to insure that the completed Project will comply with the require- ments of the Contract Documents. (b) Verify that tests, including equipment and systems startup, which are required by the Contract Documents are conducted and that the CONTRACTOR main- tains adequate records thereof; observe, record and report to the ENGINEER appropriate details relative to the test procedures and startups. (c) Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the outcome of these inspections and report to the ENGINEER 8. Interpretation of Contract Documents: Transmit to the CONTRACTOR the ENGINEER 's interpretations of the Contract Documents. 9. Modifications: Consider and evaluate CONTRACTOR 's suggestions for modifica- tions in drawings or specifications and report them with recommendations to the ENGINEER. 10. Records: (a) Maintain at the job site orderly files for correspondence, reports of job con- ferences, shop drawings and other submissions, reproductions of original con- tract documents including all addenda; change orders, field orders, and additional drawings issued subsequent to the award of the contract, the ENGINEER's interpretations of the Contract Documents, progress reports, and other Project related documents. (b) Keep a diary or log book, recording hours on the job site, weather conditions, list of visiting officials, daily activities, decisions, observations in general and specific observations in more detail as in the case of observing test procedures. Page 2A (c) Record names, addresses and telephone numbers of all CONTRACTORS subcontractors and major material suppliers. (d) Maintain a set of drawings on which authorized chalnges are noted, and deliver to the ENGINEER at the completion of the project. 11. Reports: (a) Furnish the ENGINEER periodic reports as required;of progress of the Project and the CONTRACTOR's compliance with the approyed progress schedule. (b) Consult with the ENGINEER in advance of scheduled major tests, inspections or start of important phases of the Project. 12. Payment Requisitions: Review appl ications for payment with the CONTRACTOR for compliance with the established procedure for their submission and forward them with recommendations to the ENGINEER, noting particularly their relation to the work completed and materials and equipment delivered at the site. 13. Guarantees, Certificates, Maintenance and Operation Manuals: During the course of the work, assemble Guarantees, Certificates, Maintenance Operation Manuals and other required data to be furnished by the CONTRACTOR and upon acceptance of the Project, deliver this material to the ENGINEER for his review and forward- ing to the OWNER. 14. Completion: (a) Prior to inspection for substantial completion, submit to the CONTRACTOR a Iist of observed items requiring correction. (b) Conduct final inspection in the company of the ENGINEER and the OWNER and prepare a final Iist of items to be corrected. (c) Verify that all items on final list have been corrected and make recommenda- tions to the ENGINEER concerning acceptance. C. LIMITATIONS OF AUTHORITY: Except upon written instructions of the ENGINEER th.e Resident Project Representatives: 1 . Shall not authorize any deviation from the Contract Documents. 2. Shall not undertake any ,of the responsibilities of the CONTRACTOR, the sub- contractors or the CONTRACTOR's superintendent. 3. Shall not expedite the work for the CONTRACTOR.. 4. Shall not advise on or issue directions relative to any aspect of the means, methods, techniques, sequences or procedures of construction unless such is specifically called for in the Contract Documents. 5. Shall not authorize the OWNER to occupy the Project in whole or in part. 6. Shall not particpate in specialized field or laboratory tests. Page 3A