AGREEMENT FOR

ENGINEERING SERVICES

This AGREEMENT is made and entered into this _____ day of , 20____, by and between the City of Plant City, a municipal corporation under the laws of the State of Florida, hereinafter referred to as “CITY”, and ______________________________, duly authorized to conduct business in the State of Florida and whose business address is _____________________________ hereinafter referred to as “ENGINEER”. In consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows:

1.0 Definitions; Representations and Warranties; Standard of Care.

1.1 Definitions. The following words and expressions shall, wherever they appear in the AGREEMENT be construed as follows:

(A) “Agreement” means this written agreement between CITY and ENGINEER and any amendments, modifications and change orders thereto. Following is a list of attachments to this Agreement.

Attachment A - Scope of Services Attachment B - Reimbursable Cost Schedule Attachment C - Fee Proposal: Salary Classification and Ranges Attachment D - Certificate of Insurance Attachment E - Truth In Negotiation Certificate Form Attachment F - Acknowledgement of Engineer, Corporation/

Partnership Form Attachment G - Work Order Form

(B) “Change Order” is a modification of this Agreement.

(C) “City Attorney” means the City Attorney of the City of Plant City.

(D) “City Chief Financial Officer” means the Chief Financial Officer of the City of

Plant City, or such other person designated in writing by the City Manager.

(E) “City’s Project Manager” means Tonya Grant, Plant City Project and

Implementation Manager, or such other person designated in writing by the City Manager.

(F) “City Manager” means the City Manager of the City of Plant City, or his/her designee in writing.

(G) “Deliverable” means a work product or collection of work products as required by each Work Order.

(H) “Design for Construction” means the complete and final design and construction documents provided by ENGINEER pursuant to the contract between CITY and ENGINEER and shall include the plans, specifications, and all changes and modifications thereto, prepared by or on behalf of ENGINEER for use in constructing the Project, performing the Work, and rendering the Project fully operational.

(I) “Project” means the Work described within the Work Order.

(J) “Subtasks” means a division of Tasks into measurable components.

(K) “Task” is a major component of the Work which by its accomplishment allows the Work to proceed to its next component, phase, or to completion.

(L) “Work” or “Scope of Work”, the services provided by ENGINEER in accordance with Work Orders and Attachments.

(M) “Work Order” means a written authorization for ENGINEER to proceed with the Project described therein.

1.2 Representations and Warranties of ENGINEER.

By executing this Agreement, ENGINEER makes the following express representations and warranties to CITY:

(A) ENGINEER is professionally qualified to act as an engineer for the Scope of

Work described in Attachment A and is licensed to practice engineering by all public entities having jurisdiction over ENGINEER’s services;

(B) ENGINEER shall maintain all necessary licenses, permits or other authorizations necessary to act as an engineer for the Work until ENGINEER’s duties hereunder have been fully satisfied;

(C) Upon execution of the Work Order, ENGINEER shall immediately become familiar with the Project site, City’s criteria, and the local conditions, under which the Project is to be designed, constructed, and operated;

(D) ENGINEER shall prepare all documents and things required by this

Agreement including, but not limited to, all reports, contract plans and specifications, in such a manner that they shall be accurate, coordinated and adequate for its purposes and shall be in conformity and comply with all applicable laws, codes and regulations;

(E) ENGINEER shall assign only qualified personnel to perform any service and

ENGINEER assumes full responsibility to CITY for the improper acts and omissions of its consultants or others employed or retained by ENGINEER in connection with the Work under this Agreement;

(F) ENGINEER shall comply with all federal, state and local laws, rules and regulations applicable to the performance of this Agreement and all work performed by ENGINEER shall be in compliance with all applicable local, state and federal laws, rules and regulations; and

(G) Upon execution of the Work Order, ENGINEER represents that ENGINEER will have no internal scheduling conflict based on the available documents, time tables, construction projections and that ENGINEER will avoid any internal scheduling conflict in the future.

1.3 Standard of Care.

The standard of care for all professional services performed by Engineer and any

Sub-Consultants pursuant to this Agreement shall be the care and skill ordinarily used by reasonably prudent members of the design profession practicing under similar conditions at the same time and locality of the Project. Since the City has entrusted this work to the Engineer, Engineer shall use its professional expertise to protect the interests of the City at all times with regard to its performance under this Agreement. The Engineer shall assume towards the City a professional relationship of communication, confidence, and fair dealing. This Agreement, however, shall not create a fiduciary duty that Engineer owes to the City. The quality of Engineer’s work shall be consistent with the requirements stated herein and with prevailing industry standards. Engineer shall insure that its fees charged for this work are fair, reasonable, and consistent with fees charged locally for similar work.

2.0 Term of Agreement.

ENGINEER shall provide to CITY services under this Agreement for an initial three (3) year term beginning on the date of execution of this Agreement. At the sole option of CITY, the contract term may be extended for two (2) additional two year terms (for a total of seven years) under the same terms and conditions of this Agreement by giving the ENGINEER written notice not less than thirty (30) days prior to the expiration of the initial three year term, or two year extension. The City Manager will approve and execute all extensions.

3.0 No Minimum amount of Work.

This Agreement is non-exclusive. Notwithstanding any provision in this Agreement, CITY shall not be obligated to assign any minimum amount of Work to ENGINEER during the term of this Agreement. ENGINEER shall have no claim against CITY for damages or loss of profits due to the amount of Work assigned under this Agreement.

4.0 Scope of Services.

CITY has retained ENGINEER to provide engineering services for work described in Attachment A, Scope of Services and for specific Project(s) as to be described in future Work Order(s). The form of the Work Order shall be as attached hereto as Attachment G.

5.0 Proposal Request; Work Order.

5.1. When CITY has determined that it wishes to have ENGINEER provide services, the City’s Project Manager shall provide ENGINEER with a proposal request, identifying the services to be performed, the time allowed to complete such services and requesting ENGINEER to submit a fee proposal for such proposed services. City’s Project Manager may request that ENGINEER provide a bar chart schedule along with the fee proposal. ENGINEER shall provide a fee proposal for the proposed services in a timely fashion, but in no event shall ENGINEER require more than five

(5) days within which to submit its price on the proposed services, unless a longer period of time is permitted by the City’s Project Manager. Such fee proposal may be in a not to exceed, lump sum or any other, format specified by City’s Project Manager.

5.2 Once CITY and ENGINEER agree on the compensation to be paid for the proposed services, the City Manager shall issue a Work Order, in writing, stating the scope of work, deliverables, the required completion date and the agreed upon compensation and reimbursable costs to be paid for such services. Upon receipt of the Work Order signed by the City Manager, ENGINEER shall immediately begin performance of services authorized by the Work Order. No Work Order shall be issued after the time period stated in Paragraph 2.0 herein. However, any Work Order issued prior to such time and in accordance with the procedures as outlined above, may be completed and paid for after such time period.

5.3 A Work Order may be revised as to scope of work, time required for completion and/or compensation to be paid, if approved by the City Manager and ENGINEER in writing.

6.0 Reports and Reviews.

6.1 City’s Project Manager may at any time require ENGINEER to report in writing in a format approved by the City Manager, on the status and overall progress of the Project with a projection as to whether deliverables will be on time and within budget. In addition, the City’s Project Manager may require ENGINEER to provide an overall percentage of completion estimate; if behind in the schedule, a proposed recovery plan; list of problems and anticipated problems; corrective action planned or needed; outline of proposed activities during the coming reporting period; and any other reasonable information covering ENGINEER'S performance hereunder.

6.2 City’s Project Manager will monitor ENGINEER's work product for compliance with project standards and criteria, and may make comments and recommendations to ENGINEER regarding the Project. However, any such monitoring or comments and recommendations by the City’s Project Manager, or absence thereof, shall not relieve ENGINEER of any of its obligations under this Agreement. Any comments or recommendations to ENGINEER by City’s Project Manager, if adopted and followed by ENGINEER, in whole or in part, shall be used at the risk and responsibility of ENGINEER; and CITY shall assume no liability therefore. ENGINEER retains sole authority and responsibility for the adequacy and accuracy of its professional services, in accordance with generally accepted engineering practices. ENGINEER's work shall be in compliance with Attachment A, Scope of Services, each Work Order and Scope of Work.

6.3 ENGINEER'S performance under this Agreement shall be reviewed by City’s Project

Manager. The review will result in a performance rating of ENGINEER which will be used in ranking ENGINEER during the selection process for other CITY work.

Demonstrated poor performance under this Agreement may result in ENGINEER's inability to obtain future work with CITY.

7.0 Timeliness of Performance.

7.1 ENGINEER acknowledges that time is of the essence with respect to its performance under this Agreement and each Work Order entered into. Should ENGINEER be obstructed or delayed in the prosecution or completion of its services as a result of unforeseeable causes beyond the control of ENGINEER, and not due to its own fault or neglect, including but not restricted to acts of God or of public enemy, acts of government or of CITY including any of its agents or employees, fires, floods, epidemics, quarantine regulations, strikes or lockouts, then ENGINEER shall notify City’s Project Manager in writing within ten (10) calendar days after commencement of such delay, stating the cause or causes thereof, or may be deemed to have waived any right which ENGINEER may have had to request an extension to the time specified in the Work Order.

7.2 No interruption, interference, inefficiency, suspension or delay in the commencement or progress of ENGINEER's services for any cause whatsoever, including those for which CITY, including any of its agents or employees, may be responsible in whole or in part, shall relieve ENGINEER of its duty to perform or give rise to any right to damages or additional compensation from CITY.

ENGINEER's sole remedy against CITY in the event of such interruption, interference, inefficiency, suspension or delay in the commencement or progress of such services shall be the right to seek an extension to the time stated in the Work Order. This Paragraph shall expressly apply to claims for early completion, as well as claims based on late completion.

8.0 ENGINEER’s Personnel.

8.1 The ENGINEER shall assign only qualified personnel to perform any service described in Attachment A, and any Project or work described in any Work Order.

ENGINEER shall maintain an adequate and competent staff of professional engineers licensed within the State of Florida.

8.2 ENGINEER’s use of subcontractors for any work shall not relieve ENGINEER of any responsibility for, or liability in connection with fulfillment of its obligations under this Agreement.

9.0 Preliminary Consultation, Examination and Report.

Prior to the preparation of a Preliminary Design as required by Work Order, ENGINEER shall first consult in detail with CITY, and shall carefully examine any information provided by CITY concerning CITY's purposes, concepts, desires and requirements (the "CITY's criteria"), including but not limited to, any design, construction, scheduling, budgetary or operational Project needs, restrictions or requirements. Following such examination, ENGINEER shall prepare and submit to CITY a written report detailing ENGINEER's understanding of CITY's criteria and identifying any design, construction, scheduling, budgetary, operational, or other problems or recommendations which may result from CITY's criteria. The written report of ENGINEER shall also include proposed solutions, if appropriate; addressing each of such identified problems.

10.0 Preliminary Design and Price Estimate.

After reviewing with CITY the written report required by Paragraph 9.0 above, agreeing upon any proposed solutions to identified problems resulting from CITY’s Criteria, the ENGINEER shall draft and submit to CITY a Preliminary Design for the Project. The Preliminary Design shall be consistent with CITY's Criteria, as, and if, modified, and shall include the following:

(A) Preliminary plans which depict as appropriate each of the basic aspects of the Project including, but not necessarily limited to, the size, location and dimensions of the facilities and structural components of the Project;

(B) Written preliminary specifications, together with preliminary plans, if and as necessary or useful to CITY, of the engineering systems to be incorporated in the Project;

(C) A written description of the equipment and materials to be specified for the Project and the location of same; and

(D) Any other documents or things necessary or appropriate to describe and depict the Preliminary Design and the conformity of same with CITY's Criteria (as, and if, modified as set forth above) for the Project.

Upon completion of the Preliminary Design, ENGINEER shall submit to CITY in writing, its estimate of the Contractor's anticipated price for constructing the Project in accordance with the Preliminary Design.

11.0 Design for Construction, Reuse of Plans.

11.1 Upon written direction from CITY, after reviewing with CITY the Preliminary Design required by Work Order and after incorporating any changes or alterations authorized or directed by CITY with respect to the Preliminary Design or with respect to CITY's Criteria, as, and if, modified, ENGINEER shall draft and submit to CITY the Design for Construction, as per the schedule set forth in the Work Order governing the Work. The Design for Construction shall include, but shall not necessarily be limited to, plans and specifications which describe with specificity all systems, elements, details, components, materials, equipment, and other information necessary for construction. The Design for Construction shall be accurate, coordinated and in all respects adequate for construction and shall be in conformity, and comply, with all applicable law, codes and regulations. Products, equipment and materials specified for use shall be readily available unless written authorization to the contrary is given by CITY. In preparing the Design for Construction, ENGINEER shall retain an experienced, qualified geotechnical consultant to evaluate all geotechnical considerations relating to the design and construction of the Project.

ENGINEER shall be responsible for designing the Project in accordance with the analyses and recommendations of its geotechnical consultant; or based on a geotechnical report prepared by a geotechnical consultant for CITY.

11.2 Any plans created by ENGINEER may be reused by CITY on future projects in accordance with Sec. 287.055(10), Fla. Stat.

12.0 Final Price Estimate.

Contemporaneously with the submission of the Design for Construction, ENGINEER shall submit to CITY in writing its final estimate of the contractor's anticipated price for constructing the Project. Once submitted, the final anticipated price estimate shall not be increased or decreased by ENGINEER unless the Design for Construction is changed upon authorization by CITY. In such event the final anticipated price estimate shall be adjusted by ENGINEER to reflect any increase or decrease in anticipated price resulting from the change in Design for Construction.

13.0 Maximum Price.

Prior to directing ENGINEER to proceed with preparation of the Design for Construction, CITY and ENGINEER shall establish a maximum amount for payment to the Contractor as the Contract Price for constructing the Project (the "Maximum Price"). In the event ENGINEER's final anticipated price estimate exceeds the Maximum Price, or in the event the lowest bid or negotiated proposal from a qualified contractor exceeds the Maximum Price, CITY may require ENGINEER, at no cost to CITY, to consult with CITY and to revise the Design for Construction so as to obtain a bid or proposal at or below the Maximum Price. Absent clear and convincing evidence of gross negligence of ENGINEER in making its final anticipated price estimate or in designing the Project without regard to the Maximum Price, providing such revisions shall fulfill ENGINEER's liability to CITY in connection with the Maximum Price.

14.0 Duties, Obligations and Responsibilities during Construction.

During construction of the Project, and at all times relevant thereto, ENGINEER shall have and perform the following duties, obligations, and responsibilities:

(A) In addition to its duties, obligations and responsibilities set forth in the following subparagraphs of this Paragraph, the Work Order may require ENGINEER to have and perform those duties, obligations and responsibilities of the Construction Engineering & Inspection Professional (“CEI”) set forth in any Construction contract between CITY and Contractor.

In such event, the duties of the CEI in the Construction contract will be incorporated in the Work Order and into this agreement and included in Attachment A.

(B) ENGINEER shall, as contemplated herein and in the Construction Contract, but not otherwise, act on behalf, and be the agent, of CITY throughout construction of the Project; provided, however, any review by the ENGINEER regarding payment(s) to Contractor shall be preliminary and subject to the review and approval by CITY. Subject to the review and approval of the City’s Project Manager, ENGINEER is authorized to give instructions, directions, and other appropriate communications from CITY to the Contractor. ENGINEER shall not have the authority to modify the terms of the Construction Contract;

(C) Upon receipt, ENGINEER shall carefully review and examine the

Contractor's Schedule of Values, together with any supporting documentation or data which CITY or ENGINEER may require from the Contractor. The purpose of such review and examination shall be to protect CITY from an unbalanced Schedule of Values which allocates greater value to certain elements of the Work than is indicated by such supporting documentation or data, or than is reasonable under the circumstances. If the Schedule of Values is not found to be appropriate, or if the supporting documentation or data is deemed to be inadequate, and unless CITY directs ENGINEER to the contrary in writing, the Schedule of Values shall be returned to the Contractor for revision or supporting documentation or data. After making such examination, if the Schedule of Values is found to be appropriate as submitted, or if necessary, as revised, ENGINEER shall sign the Schedule of Values thereby indicating its informed belief that the Schedule of Values constitutes a reasonable, balanced basis for payment of the Contract Price to the Contractor. ENGINEER shall not sign such Schedule of Values in the absence of such belief unless directed to do so, in writing, by

CITY;

(D) ENGINEER shall carefully inspect the work of the Contractor whenever and wherever necessary, and shall, at a minimum, inspect work at the Project site no less frequently than as specified in the Work Order. The purpose of such inspections shall be to determine the quality and quantity of the work in comparison with the requirements of the Construction Contract. In making such inspections, ENGINEER shall protect CITY from continuing deficient or defective work, from continuing unexcused delays in the schedule and from overpayment to the Contractor. Following each inspection ENGINEER shall submit a written report of such inspection, together with any appropriate comments or recommendations, to CITY;

(E) ENGINEER shall initially approve periodic and final payments owed to the

Contractor under the Construction Contract predicated upon inspections of the work as required in Subparagraph (D) hereinabove and evaluations of the Contractor's rate of progress in light of the remaining Contract Time and shall issue to CITY Approvals of Payment in such amounts. By issuing an Approval of Payment to CITY, ENGINEER reliably informs CITY that ENGINEER has made the inspection of the work required by Subparagraph

(D) above, and that the work for which payment is approved has reached the quantities or percentages of completion shown, or both, that the quality of the Contractor's work meets or exceeds the requirements of the Construction Contract, and that under the terms and conditions of the Construction Contract, CITY is obligated to make payment to the Contractor of the amount approved;

(F) ENGINEER shall promptly provide appropriate interpretations as necessary for the proper execution of the contractor’s work;

(G) ENGINEER shall reject in writing any work of the Contractor which is not in compliance with the Construction Contract unless directed by CITY, in writing, not to do so;

(H) ENGINEER shall require inspection or reinspection and testing or retesting of the work in accordance with the provisions of the Construction Contract whenever appropriate;

(I) ENGINEER shall receive and promptly examine, study, and approve, or otherwise respond to, the Contractor's shop drawings and other submittals.

Approval by ENGINEER of the Contractor's submittal shall constitute ENGINEER's representation to CITY that such submittal is in conformance with the Construction Contract;

(J) ENGINEER shall receive and promptly examine and advise CITY concerning requests for change orders from the Contractor. Upon request by CITY, ENGINEER shall draft Change Orders, whether initiated by CITY, or by the Contractor and approved by CITY, in accordance with the Construction Contract;

(K) Based upon inspections of the Project, ENGINEER shall certify in writing to

CITY the fact that, and the date upon which, the Contractor has achieved Substantial Completion of the Project and the date upon which the Contractor has achieved Final Completion of the Project;

(L) ENGINEER shall transmit to CITY all manuals, operating instructions, as-built plans, warranties, guarantees and other documents and things required by the Construction Contract and submitted by the Contractor;

(M) ENGINEER shall testify in any judicial proceeding concerning the design and construction of the Project when requested in writing by CITY, and ENGINEER shall make available to CITY any personnel or consultants employed or retained by ENGINEER for the purpose of reviewing, studying, analyzing or investigating any claims, contentions, allegations, or legal actions relating to, or arising out of, the design or construction of the Project. The fees to be paid for such services shall be based on time spent charged at the rates stated in Attachment C, or if Attachment C is no longer effective, at the rates agreed upon by CITY and ENGINEER;

(N) ENGINEER shall review any as-built drawings furnished by the Contractor and shall certify to CITY that same are adequate and complete; and

(O) ENGINEER shall, without additional compensation, promptly correct any errors, omissions, deficiencies, or conflicts in the work product of ENGINEER or its consultants, or both.

15.0 Ownership of Documents.

15.1 All documents, drawings, specifications, photographs, reports, surveys, calculations, and any designs created for any Work Order, including the Preliminary Design and the Design for Construction shall become and be the sole property of CITY.

ENGINEER may maintain copies thereof for its records and for its future professional endeavors.

15.2 Neither the Preliminary Design nor the Design for Construction is intended by

ENGINEER for use on other projects by CITY or others. Any reuse by CITY or by third parties without the written approval of ENGINEER, shall be at the sole risk of

CITY.

16.0 Compensation and Payment.

16.1 ENGINEER shall invoice CITY by tasks and subtasks per the approved fee proposal or other format acceptable to the City Manager. ENGINEER shall not exceed the amount for any task without the written approval of the City Manager. If ENGINEER determines that the work cannot be completed without exceeding the amount for any task, ENGINEER shall submit, prior to proceeding with such task, a revised fee proposal along with a written explanation. A lack of budget or schedule control on the part of ENGINEER will not be considered a basis for revising the fee proposal.

Failure to notify City Manager in advance of proposed increase may result in rejection of invoice.

16.2 CITY and ENGINEER agree to the following additional provisions regarding the compensation and payment:

(A) Personnel Cost.

1. The Schedule of salary classifications and ranges for engineering services which appears as an attachment titled Attachment C identifies the classification of ENGINEER'S personnel who will generate billings against this Agreement. As compensation for services, provided under Work Orders, ENGINEER will be reimbursed for actual salary costs plus a percentage for overhead and profit of professional, technical, and supporting personnel for the time during which they are directly employed in work covered by this Agreement, in accordance with the "Salary Classification and Ranges" included in Attachment C. The rates contained on Attachment C include the percentage for overhead and profit and all other expenses.

2. ENGINEER will be compensated based on actual billing rate of employee performing work. The rate shall not exceed the billing rate for the job classification contained on Attachment C.

3. ENGINEER shall work the hours required to meet the schedule.

Overtime which results in premium payments and which is necessary to meet the schedule shall be shown in fee proposals.

Billings which show premium overtime that is not consistent with the proposal will not be paid unless it is required because of delays by CITY, and then only with prior written approval from City’s Project Manager. If overtime is so approved, ENGINEER shall indicate overtime separately on subsequent billings.

4. CITY may require special disciplines (personnel classifications) that are not listed in Attachment C, attached hereto and made a part hereof. In that event, ENGINEER shall submit personnel classifications and salary information to City’s Project Manager for approval. Written approval by City’s Project Manager must be given prior to start of Work.

(B) Reimbursable Costs. All reimbursable costs shall be specifically listed and described in Attachment B.

(C) Payments.

1. Invoices for actual work performed and costs incurred shall be submitted monthly to City’s Project Manager. Invoices shall be supported by labor tabulations listing hours charged by each individual by task and subtask (time sheets may be required if deemed necessary), and all required support and documentation for reimbursable costs as specified in subsection (b) above. Invoices shall be in a form acceptable to the City Manager and must be in sufficient detail to allow CITY to determine invoice validity.

2. Additional documentation shall be furnished to City’s Project

Manager, as required.

3. Invoices that are determined to be proper by the City’s Project

Manager will be processed and submitted to the City Chief Financial Officer within 15 days of receipt.

4. In any case in which an improper invoice is submitted by ENGINEER, the City’s Project Manager shall, within twenty (20) days after the improper invoice is received by it, notify ENGINEER that the invoice is improper and indicate what corrective action on the part of ENGINEER is needed to make the invoice proper.

5. Neither the 15-day review time nor the time associated with returning an improper invoice shall be included in the 45-day period discussed below.

6. As established by Part VII, Chapter 218, Florida Statutes, payment shall be made within 45 days after the date a proper invoice is presented for payment to the City Chief Financial Officer. If payment is not made within the time specified by law, interest will be paid to ENGINEER in accordance with Part VII, Chapter 218, Florida Statutes.

7. Invoice amounts may be reduced when the deliverables submitted at the milestones do not meet the criteria or the submittal is incomplete. When this occurs, CITY may reduce the invoice amount by the amount that the work is incomplete or inadequate; or require that the submittal be brought up to an acceptable standard prior to payment.

8. Any amounts paid to ENGINEER hereunder shall be adjusted to exclude any significant sums by which CITY determines that such amounts were increased due to inaccurate, incomplete or non-current wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year following the end of the contract.

16.3 Should ENGINEER fail to commence, provide, perform or complete any of the services it is to provide hereunder in a timely and diligent manner, in addition to any other rights or remedies available to CITY hereunder, City Chief Financial Officer at his/her sole discretion and option may withhold any and all payments due and owing to ENGINEER until such time as ENGINEER resumes performance of its obligations hereunder in such a manner so as to establish to City’s Project Manager’s satisfaction that ENGINEER's performance is or will shortly be back on schedule. In the event ENGINEER believes payments have been withheld unjustly, ENGINEER may appeal City Chief Financial Officer’s decision to withhold payments to the City Manager. The City Manager will then decide if there is adequate justification for withholding payments.

16.4 If at any time CITY has received notice of a claim, suit, demand, damage, loss or expense for which, if established, CITY might become liable, and which is chargeable to ENGINEER, or if ENGINEER shall incur any liability to CITY, or CITY shall have any claim or demand against ENGINEER, whether reduced to judgment or award or not, of any kind or for any reason, related to or arising out of this Agreement, CITY shall have the right to retain out of any payment due, or which may become due, under this Agreement, any amounts sufficient to indemnify CITY against such claim, and/or to compensate CITY for and fully satisfy such liability, claim or demand, and charge or deduct all costs of defense, or collection with respect thereto, including reasonable attorneys' fees. Should any claim develop after all payments are made, ENGINEER shall refund to CITY all monies that CITY may be compelled to pay in discharging such claims incurred, and in collecting said monies from ENGINEER.

17.0 Meetings.

17.1 ENGINEER agrees to attend regularly scheduled and special meetings of the City Commission at the request of City Manager.

17.2 Either City Manager or ENGINEER may request and be granted a meeting with the other party.

18.0 Duties, Obligations and Responsibilities of CITY.

18.1 CITY shall have and perform the following duties, obligations and responsibilities to

ENGINEER:

(A) CITY shall provide ENGINEER with CITY’s criteria.

(B) CITY shall review any documents provided by or through ENGINEER requiring CITY’s decision, and shall make any required decisions.

(C) CITY shall, at its own expense, furnish a legal description and any necessary survey of the real property upon which the Project is situated;

(D) As may be mandated by law or called for by the Construction Contract, CITY shall, at its own expense, provided for all required testing, inspections (except for those inspections expressly required of ENGINEER), filings, studies or reports;

(E) In the event that CITY learns of any failure to comply with the

Construction Contract by the Contractor, or of any errors, omissions or inconsistencies in the work project of ENGINEER, and in the further event that ENGINEER does not have notice of same, CITY shall inform

ENGINEER;

(F) CITY shall afford ENGINEER access to the Project site and to the Work as may be reasonably necessary for ENGINEER to properly perform its services under this Contract; and

(G) CITY shall perform its duties set for in this paragraph in a timely manner.

18.2 Except for documents requiring CITY’s decision as set forth in subparagraph 18.1

(B) above, CITY’s review of any documents prepared by ENGINEER or its consultants shall be solely for the purpose of determining whether such documents are generally consistent with CITY’s criteria, as and if, modified. No review of such documents shall relieve ENGINEER of its responsibility for the accuracy, adequacy, fitness, suitability or coordination of its work product.

19.0 Disputes.

In the event of a dispute, the City Manager shall decide all questions, difficulties, and disputes of any nature whatsoever that may arise under or by reason of this Agreement, including, but not limited to questions, difficulties and disputes relating to the prosecution and fulfillment of the services hereunder, and the character, quality, amount, and value thereof.

20.0 Change Orders; Modification of Agreements.

20.1 Before undertaking any additions, deletions, changes or revisions to any Work Order authorized under this Agreement, the parties shall enter into a written change order covering such additions, deletions, changes or revisions and the amount of compensation to be paid therefore. Reference herein to this Agreement shall be considered to include any modification thereto. The term change order(s), as used in this Paragraph shall also refer to modification agreement(s).

20.2 Because time is of the essence regarding this Agreement and in order to achieve the public purpose of this Agreement as initially determined by CITY, City’s Project Manager is hereby authorized by CITY to negotiate change orders to this Agreement in accordance with the following criteria, subject to final approval of the City Manager or (when subparagraph (c) below is applicable) the City Commission:

(A) Any increased costs must be within the budgeted funds or are otherwise proper expenditures.

(B) If the amount of any increased cost to be paid by CITY is equal to or less than

$50,000.00 and does not exceed 10% of the original Work Order, the Change Order will require approval by the City Manager.

(C) If the amount of any increased costs is greater than $50,000.00, or exceeds

10% of the original Work Order, approval of the Change Order will require approval by the City Commission.

(D) The proposed change orders shall include the amount of the change, any agreed time extension, a description of the change, the reason for the change, including any certifications required, and the change order itself properly executed by ENGINEER and CITY. Upon approval, CITY shall file the executed change order amendment with the Clerk for CITY for inclusion with the original Agreement. This provision shall govern over any other conflicting provisions in this Agreement.

20.3 In order to achieve timely execution of changes that meet the criteria, ENGINEER shall fulfill the following requirements within the specified time limits:

(A) Upon agreement as to scope, compensation and time for the change in work by ENGINEER and City Manager, ENGINEER shall arrange for the original change order to this Agreement and required documentation to be executed by a duly authorized representative of ENGINEER and returned to City Manager within five (5) working days.

(B) ENGINEER shall assist City Manager in preparing other documentation as required to fully execute the change order.

(C) ENGINEER shall be authorized to proceed with changes upon receipt of the change order duly executed by CITY pursuant to Sections 20.2 through 20.3 (B).

20.4 ENGINEER may be deemed to have waived any right or claim it might otherwise have had for either additional compensation or an extension to the Agreement time for any additional services rendered by ENGINEER, where such additional services were performed by ENGINEER without a fully approved and executed change order in accordance with the provisions of Paragraph 20.

21.0 Termination.

21.1 In the event ENGINEER disregards the authority of CITY or violates the provisions of this Agreement or any Work Order, or otherwise fails to comply with any provisions of this Agreement or Work Order, or if the progress or quality of the work is unsatisfactory, City’s Project Manager may serve written notice thereof upon ENGINEER, and if ENGINEER fails within a period of ten (10) calendar days thereafter to correct such failure, CITY may terminate this Agreement or Work Order upon written notice to ENGINEER. Upon such termination, ENGINEER shall immediately cease its performance and shall deliver to CITY all completed or partially completed work.

21.2 In the event CITY violates the provisions of this Agreement or any Work Order or otherwise fails to comply with any provisions of this Agreement or Work Order, ENGINEER may serve written notice thereof upon CITY, and if CITY fails within a period of ten (10) calendar days thereafter to correct such failure, ENGINEER may terminate this Agreement or Work Order upon written notice to CITY. Upon such termination, CITY shall pay ENGINEER for all services rendered prior to termination, plus any expenses incurred and unpaid which would otherwise be payable hereunder.

21.3 Termination for Convenience. CITY reserves the right to terminate this

Agreement or any Work Order for convenience, in whole or in part. Such termination shall be effective seven (7) calendar days after transmission of written notice of the same to ENGINEER by U.S. Certified Mail, return receipt requested.

Upon receipt of such notice, ENGINEER shall immediately cease work on that portion of the work so terminated. In the event of such termination for convenience, CITY shall pay ENGINEER for all services rendered prior to termination, plus any expenses incurred and unpaid which would otherwise be payable hereunder. In such event, ENGINEER shall promptly submit to CITY its invoice for final payment which invoice shall comply with the requirements of this Agreement or Work Order.

21.4 Upon termination, ENGINEER shall deliver to CITY all completed or partially completed work, including, but not limited to all original papers, records, drawings, models, and other materials set forth and described in this Agreement or Work Order, within seven (7) calendar days of the termination date established in the notice. In the event ENGINEER fails to deliver the referenced work and materials to CITY within the specified time, ENGINEER expressly consents to the entry of an order in any court having jurisdiction authorizing CITY to enter ENGINEER'S premises and take possession and remove such work and materials.

21.5 If, after notice of termination of this Agreement or Work Order as provided for in

Paragraph 21.1 above, it is determined for any reason that ENGINEER was not in default, or that its default was excusable, or that CITY was not otherwise entitled to the remedy against ENGINEER provided for in Paragraph 21.1, then the notice of termination given pursuant to Paragraph 21.1 shall be deemed to be the notice of termination for convenience provided for in Paragraph 21.3 and ENGINEER's remedies against CITY shall be the same as and limited to those afforded ENGINEER under Paragraph 21.3. Should CITY find it necessary to terminate this Agreement for the reasons stated in Paragraph 21.1, the cost of termination and any additional costs incurred in completing or correcting ENGINEER's work shall be borne by ENGINEER. Should withheld payments be insufficient to cover said costs, ENGINEER shall immediately pay CITY, upon demand, an amount equal to such additional costs.

22.0 Press Releases.

ENGINEER agrees that it shall make no statements, press releases, or public releases concerning this Agreement or its subject matter or otherwise disclose or permit to be disclosed any of the data or other information obtained, furnished, or developed in compliance with this Agreement or any particulars thereof, during the period of this Agreement, without first notifying CITY and securing its prior consent in writing.

23.0 Inventions.

ENGINEER agrees that it shall not publish, copyright, or patent any of the data furnished in compliance with this Agreement. It is mutually understood that such data, inventions, or discoveries are the exclusive property of CITY.

24.0 Truth in Negotiation.

ENGINEER has executed a Truth in Negotiation Certificate, which is attached hereto as Attachment E and incorporated herein. In accordance with Section 287.055(5), Florida Statutes, the original contract price and any additions thereto will be adjusted to exclude any significant sums by which the City determines the contract price was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. This provision shall survive the termination of the contract, however, all such contract adjustments must be made within one (1) year following the end of the contract.

25.0 Final Reports and Specifications.

ENGINEER shall sign, seal and date all final reports, plans, documents, surveys, maps, and legal descriptions prepared by ENGINEER per the requirements of all laws, rules and regulations of any governmental entity having authority over the work and deliver them to CITY upon completion of the Work Order. This does not relieve ENGINEER of its responsibility to make direct submission of documents to other agencies, as requested by the City’s Project Manager.

26.0 Records

26.1 ENGINEER shall keep adequate records and supporting documentation applicable to the performance of Work under this Agreement, including, but not limited to, all payroll records, travel and expense records, invoices for subcontractor services and other costs. Adequate records and supporting documentation shall also include, but not be limited to a detailed accounting of all charges that relate to the Work Orders.

Expenses and other direct costs shall be itemized and an explanation shall be furnished stating why the charge is applicable to the Work. Said records and documentation shall be retained by ENGINEER and made available to CITY for a minimum of six (6) years from the date of completion of the work or termination of this Agreement, whichever is later. City’s Project Manager shall have the right to audit, inspect, and copy all such records and documentation as often as CITY deems necessary during the term of this Agreement and during the above-referenced six

(6) year period; provided, however, such activity shall be conducted only during normal business hours. After the expiration of the said six (6) year period, ENGINEER shall notify CITY in writing of its intent to dispose of records and supporting documentation prior to their disposal. If requested by CITY, ENGINEER shall retain records and supporting documentation until further notified.

26.2 Public Records.

IF ENGINEER HAS QUESTIONS REGARDING THE APPLICATION OF

CHAPTER 119, FLORIDA STATUTES, TO ENGINEER’S DUTY TO

PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,

ENGINEER SHALL CONTACT THE CUSTODIAN OF PUBLIC RECORDS

AT:

Kerri J. Miller City Clerk 302 W. Reynolds Street Plant City, FL 33563 Phone: 813-659-4200 kmiller@plantcitygov.com mailto:kmiller@plantcitygov.com

ENGINEER shall comply with the requirements of Florida’s Public Records law. In accordance with Section 119.0701, Florida Statutes, ENGINEER shall (a) keep and maintain public records required by CITY in order to perform the service under this Agreement; (b) upon request from the City Clerk, provide CITY with a copy of the requested records or allow the records to be inspected or copied within a reasonable time and at a cost that does not exceed the cost provided under Florida’s Public Records law; (c) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of this Agreement term and following completion of this Agreement if ENGINEER does not transfer the records to CITY; and (d) upon completion of this Agreement, transfer, at no cost, to CITY all public records in possession of ENGINEER or keep and maintain public records required by CITY to perform the service. If ENGINEER transfers all public records to CITY upon completion of this Agreement, ENGINEER shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If ENGINEER keeps and maintains public records upon completion of this Agreement, ENGINEER shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to CITY, upon request from CITY’s custodian of public records, in a format that is compatible with the information technology system of CITY.

26.3 During the period of time expressed by Paragraph 26.1, the City’s Project Manager shall also have the right to obtain a copy of and otherwise inspect any audit made at the direction of ENGINEER as concerns the aforesaid records and documentation.

27.0 Conflicts.

CITY and ENGINEER agree that no work shall be assigned to ENGINEER which conflicts with or is duplicative of any work by ENGINEER or any affiliated business entity, including, but not limited to, partnerships, joint ventures, and subsidiaries of the same parent corporation as ENGINEER.

28.0 Civil Rights Act.

28.1 During the performance of this Agreement, ENGINEER herein assures CITY that said ENGINEER is in compliance with Title VII of the 1964 Civil Rights Act, as amended, and The Florida Civil Rights Act of 1992, in that said ENGINEER does not on the grounds of race, color, national origin, religion, sex, age, handicap, or marital status, discriminate in any form or manner against the said ENGINEER'S employees or applicants for employment. ENGINEER understands and agrees that this Agreement is conditioned upon the veracity of this Statement of Assurance.

Furthermore, ENGINEER herein assures CITY that said ENGINEER will comply with Title VI of the Civil Rights Act of 1964 when a Federal Grant(s) is/are involved.

Other applicable federal and state laws, executive orders, and regulations prohibiting the type of discrimination, as herein above delineated, are included by this reference thereto. This Statement of Assurance shall be interpreted to include Vietnam-Era Veterans and Disabled Veterans within its protective range of applicability.

28.2 ENGINEER agrees to abide by the State and Federal provisions on Equal

Opportunity, the same being incorporated herein by reference.

28.3 If State or Federal grant money is used to fund any portion of the services to be performed hereunder, this Agreement will be subject to the State and Federal regulations, the same being incorporated herein by reference.

29.0 Insurance and Indemnification.

29.1 During the life of this Agreement, ENGINEER shall provide, pay for, and maintain, with companies satisfactory to CITY, the types of insurance described herein. All insurance shall be from responsible companies with A.M. Best ratings of A- or better, Class VIII and approved to do business in the State of Florida. Promptly before written Notice of Award of this Agreement, the insurance coverage and limits required must be evidenced by properly executed Certificates of Insurance on forms which are to be furnished by CITY. The Certificates must be personally, manually signed by the Authorized Representative of the insurance company/companies shown on the Certificates with proof that he/she is an authorized representative thereof. In addition, certified, true and exact copies of all insurance policies required shall be provided to CITY if requested.

(A) The Certificates and Policies shall contain provisions that thirty (30) days prior written notice shall be given to City Manager and City Attorney of any cancellation, intent not to renew, or reduction in the policies' coverage, except in the application of the Aggregate Limits Provisions and ten (10) days written notice for nonpayment of premium. In the event of a reduction in the Aggregate Limit of any policy ENGINEER shall immediately take steps to have the Aggregate Limit reinstated to the full limit required herein.

(B) All insurance coverage of ENGINEER shall be primary to any insurance or self-insurance program carried by CITY applicable to this Agreement.

(C) The acceptance by CITY of any Certificate of Insurance or copy of any Policy for this Agreement evidencing the insurance coverage and limits required in the Agreement does not constitute approval or…