1391 Professional Service Industries, Inc.'9
Contract/Agreement Name: Professional Service Industries Inc
Approval:
Financ Director
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PURCHASING DEPARTMENT
TRANSMITTAL MEMORANDUM
To: City Clerk and Mayor
RE: Professional Service Industries Inc Contract
The item(s) noted below is /are attached and forwarded to your office for the following action(s):
Development Order
Final Plat (original mylars)
Letter of Credit
Maintenance Bond
Ordinance
Performance Bond
Resolution
Once completed, plea
Return original
Special Instructions:
►1
Mayor's signature
Recording
Rendering
Safe keeping (Vault)
Payment Bond
City Manager Signature
City Clerk Signature
Pleas advise if you have any questions regarding the above. Thank you...
From
Date
TADept_ forms \City Clerk Transmittal Memo - 2009.doc
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LEGAL REVIEW:
N /A.
RECOMMENDATION:
Staff recommends City Commission authorization to issue an RFP for redevelopment of the Old
Post Office site.
D) APPROVAL OFDAMAGEASSESSMENT MEMORANDUM OF UNDERSTANDING.
FISCAL/STAFFING STATEMENT:
There is no additional cost associated with this MOU. This agreement allows the City of Sanford
to receive and provide swift assistance to neighboring jurisdictions in the event of a local disaster
that overwhelms one of the effected jurisdiction's resources.
BACKGROUND:
Seminole County received a grant for Geocode software that will improve the process of assessing
damage throughout the County. This agreement allows all jurisdictions use of the software under
that license. It also provides that all jurisdictions agree to work cooperatively with all other
agencies in the County to collect, validate, and produce preliminary damage assessment statistics
and to request Small Business Assistance and FEMA assistance to citizens. The quicker we can
identify the total damage threshold in the County, the more rapidly these federal agencies can
provide assistance.
LEGAL REVIEW:
This agreement has been reviewed by the City Attorney.
RECOMMENDATION:
Staff recommends approval of this agreement.
E) APPROVAL OF PIGGYBACK CONTRACT:
F'ISCALISTAFFING STATEMENT:
Funding for this effort is provided by the programs and p
applicable. Allocations of funding will be made at the time the
requested.
BACKGROUND:
ects to which the services are
ecific services are identified and
This individual action is part of the process to maintain established Master contacts with
professional consultants to be immediately available to perform and support tasks and projects
within the broad categories of architecture, engineering, landscaping, and surveying and mapping
in compliance with the Consultants Competitive Negotiation Act, (CCNA) (Section 287.055,
Florida Statutes) and procurement policy of the City. Competitive selection of the firm named in
this request was performed by Seminole County. This request is to "piggyback" that process and
contract for the action requested herein.
LEGAL REVIEW:
Legal review including contract preparation has been provided by the City Attorney.
RECOMMENDATION:
It is staff's recommendation that the City Commission approve the "piggyback" contract with
Professional Service Industries, Inc. (PSI) for the procurement of professional services such as
construction material testing, air quality inspections and evaluations and geotechnical services.
F) APPROVAL OF CONSTRUCTION CONTRACT FOR FORT MELLON PARK D
MAINMNANCEFACIUM.
FISCAL/STAFFING STATEMENT:
The total amount requested is $419,786; this includes the base bid amount of $381,623 and a 10%
contingency of $38,162 to E. O. Koch Construction Co. Funds are available in the Capital
Building Fund for the Parks & Grounds Division.
BACKGROUND:
On January 10, 2011 City Commission approved staff to contract with Billco Construction Inc. to
construct a new Park II Maintenance Facility at Ft. Mellon Park. The new facility is needed to
replace the existing facility located at 221 N. Palmetto Avenue (Old Post Office). The Post Office
facility had to be abandoned due to mold and a leaking roof resulting from damage to the building
roof by the 2004 hurricanes. Staff is currently working out of a trailer and four storage units in the
old facility parking lot. A location for staging staff, equipment, and supplies is critical to the cost
efficient operations needed to maintain Fort Mellon Park, RiverWalk, Veteran's Memorial Park,
Downtown streetscapes, common grounds of the Civic Center, City Hall, special events and
Riverwalk Phase II. On April 15, 2011 staff was notified that Billco Construction had to withdraw
from the bid. Due to a delay in staff getting the St Johns River Water Management permit, their
bid bond was not applicable as the event occurred after the required date of holding their bid open.
Staff contacted the next lowest bidder, E. O. Koch to see if they would hold their bid prices and
have negotiated their acceptance to complete the project.
LEGAL REVIEW:
The Assistant City Attorney has reviewed and approved the Construction Contract.
m l
ws / DINT X
Item No. 6A9
CITY COMMISSION MEMORANDUM 11-087
MAY 23, 201 1 AGENDA
TO: Honorable Mayor and Members of the City Commission
PREPARED BY: Tom George, Interim City Manager
SUBMITTED BY:
SUBJECT:
SYNOPSIS:
Tom George, Interim City Manager
Consent Agenda
Approval of items on the consent agenda is requested.
A) APPROVAL OF BLANKET PURCHASE ORDER INCREASE.
FISCALISTAFFING STATEMENT:
The Fire Department has funds available for increasing blanket purchase order #32221 with SS
Petroleum, Inc. of $47,000 to $87,000 (increase of $40,000).
BACKGROUND:
There has been an increase in diesel fuel costs over the past few months.
LEGAL REvIEw:
N /A.
RECOMMENDATION:
It is staff's recommendation that the Commission approve the increase of $40,000 to the existing
blanket purchase order # 32221 with SSI Petroleum, Inc.
B) APPROVAL OF DONATION TO BOYS TOWN, CENTRAL FLORIDA.
FISCAL/STAFFING STATEMENT:
The total amount of donation will be $3,000 from the Law Enforcement Trust Fund account.
City Of Sanford
Agreement With Professional Service Industries, Inc. For Professional
Geotechnical Services And Construction Material Testing And Inspection
This Agreement made and entered into this of M , 2011 by
and between the:
City of Sanford, Florida
City Hall
300 North Park Avenue
Sanford, Florida 32771
a municipal corporation of the State of Florida, holding tax exempt status, hereinafter
referred to as the "City," and:
Professional Service Industries, Inc.
1748 33rd Street
Orlando, Florida 32839
a Delaware corporation, authorized to do business in the State of Florida, hereinafter
referred to as the "Contractor" whose local address is set forth above.
The City and the Contractor are collectively referred to herein as the "parties ".
Witnesseth:
Whereas, the Contractor has entered an agreement to provide services to
Seminole County, Florida pursuant to an Agreement which Agreement continues to be in
effect (hereinafter collectively the "Seminole County Agreement "); and
Whereas, the City desires to retain the Contractor for the work identified in the
specifications outlined in the Seminole County Agreement and for the periods set forth in
the Seminole County Agreement; and
Whereas, the Seminole County Agreement is attached hereto as Exhibit "A" along
with the certain other documents relating thereto to include, but are not limited to, the
documents relating to procurement activities designated as PS- 1074- 06/TRJ which are
incorporated herein by this reference thereto; and
Whereas, the City desires to employ the Contractor for the performance to support
the activities, programs, and projects of the City upon the terms and conditions hereinafter
set forth and in the Seminole County Agreement, and the Contractor is desirous of
performing and providing such services upon said terms and conditions; and
Page 1
Whereas, the Contractor hereby warrants and represents to the City that it is
competent and otherwise able to provide professional and high quality services to the City;
Now, Therefore, in consideration of the mutual covenants and agreements
hereinafter contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, it is agreed by and between the parties
hereto as follows:
Section 1: Extent Of Agreement /Integration /Amendment.
(a). This Agreement, together with the exhibits, constitutes the entire integrated
Agreement between the City and the Contractor and supersedes all prior written or oral
understandings in connection therewith. This Agreement, and all the terms and provisions
contained herein including, without limitation, the exhibits, constitute the full and complete
agreement between the parties hereto and supersedes and controls over any and all prior
agreements, understandings, representations, correspondence and statements regardless
of whether written or oral.
(b). This Agreement may only be amended, supplemented, or modified by a formal
written amendment.
(c). Any alterations, amendments, deletions, or waivers of the provisions of this
Agreement shall be valid only when expressed in writing and duly signed by the parties.
Section 2: No General City Obligation.
(a). In no event shall any obligation of the City under this Agreement be or constitute a
general obligation or indebtedness of the City, a pledge of the ad valorem taxing power of
the City or a general obligation or indebtedness of the City within the meaning of the
Constitution of the State of Florida or any other applicable laws, but shall be payable solely
from legally available revenues and funds.
(b). The Contractor shall not have the right to compel the exercise of the ad valorem
taxing power of the City.
Section 3: General Provisions.
(a). Each party hereto represents to the other that it has undertaken all necessary
actions to execute this Agreement and that it has the legal authority to enter into this
Agreement, and to undertake all obligations imposed on it. The person(s) executing this
Agreement for the Contractor certifies /certify that he /she /they is /are authorized to bind the
Contractor fully to the terms of this Agreement.
(b). This Agreement is for the services as described in this Agreement and the Seminole
County Agreement and are to be accomplished in accordance with the controlling
provisions of law and as directed by the City to include all labor and materials that may be
Page 2
required.
(c). The Contractor acknowledges that the City may retain other contractors to provide
the same types of services for City projects. The City reserves the right to select which
contractor shall provide services for City projects.
(d). The Contractor acknowledges that the City has retained, or may retain, other
contractors and the coordination between said contractors and the Contractor may be
necessary from time -to -time for the successful completion of each Work Order. The
Contractor agrees to provide such coordination as necessary.
(e). The Contractor agrees to provide and ensure coordination between goods /services
providers.
(f). Time is of the essence of the lawful performance of the duties and obligations
contained in this Agreement to include, but not be limited to, each Work Order. The parties
covenant and agree that they shall diligently and expeditiously pursue their respective
obligations set forth in this Agreement and each Work Order.
(g). The Contractor shall maintain an adequate and competent staff and professionally
qualified persons throughout the performance of this Agreement to ensure acceptable and
timely completion of each Work Order.
(h). Requirements for signing and sealing plans, reports and documents prepared by the
Contractor shall be governed by the laws and regulations of Seminole County and State
regulatory agencies.
(i). No claim for services furnished by the Contractor not specifically provided for herein
shall be honored by the City.
Section 4: Commencement/Implementation Schedule Of Agreement.
(a). The Contractor shall commence the provision of services as described in this
Agreement immediately upon execution of this Agreement and a Work Order thereunder.
(b). The Contractor and the City agree to make every effort to adhere to the schedules
established for the various Work Orders as described in each Work Order. However, if the
Contractor is delayed at any time in the provision of services by any act or omission of the
City, or of any employee of the City, or by any other contractor employed by the City, or by
changes ordered by the City, or by strikes, lock outs, fire, unusual delay in transportation,
unavoidable casualties, or any other causes of force majeure not resulting from the
inactions or actions of the Contractor and beyond the Contractor's control which would not
reasonably be expected to occur in connection with or during performance or provision of
the services, or by delay authorized by the City pending a decision, or by any cause which
the City shall decide to justify the delay, the time of completion shall be extended for such
reasonable time as the City may decide in its sole and absolute discretion. It is further
Page 3
expressly understood and agreed that the Contractor shall not be entitled to any damages
or compensation, of any type or nature, or be reimbursed for any losses on account of any
delay or delays resulting from any of the aforesaid causes or any other cause whatsoever.
Section 5: Length Of Agreement.
(a). The term of this Agreement is coextensive with the term of the Seminole County
Agreement.
(b). The Contractor's services shall begin upon written notification to proceed by the City
as set forth in a Work Order.
(c). The Contractor's services shall be on a Work Order basis and may include matters
such as serving as an expert witness.
Section 6: Description Of Services.
(a). The Contractor agrees to provide the services as outlined and described in this
Agreement all of which are to be provided to the City in accordance with the controlling
provisions of law as more specifically outlined in Exhibit "A" and Work Orders issued
hereunder.
(b). The Contractor shall diligently and in a professional and timely manner perform and
provide the services outlined herein or as included in each subsequently entered Work
Order. Unless modified in writing by the parties hereto, the duties of the Contractor shall
not be construed to exceed the provision of the services pertaining to this Agreement.
(c). The City and the Contractor agree that there may be certain additional services
required to be performed by the Contractor during the performance of the Work Orders that
can not be defined sufficiently at the time of execution of this Agreement. Such services
shall be authorized in writing as a Change Order. The Work Orders may contain addititonal
instructions or provide specifications upon certain aspects of this Agreement pertinent to
the work to be undertaken. Such supplemental instructions or provisions shall not be
construed as a modification of this Agreement.
Section 7: Notices.
(a). Whenever either party desires to give notice unto the other, it must be given by
written notice, sent by registered United States mail, with return receipt requested,
addressed to the party for whom it is intended, at the place last specified, and the place for
giving of notice shall remain such until it shall have been changed by written notice in
compliance with the provisions of this Section.
(b). For the present, the parties designate the following as the representative places for
giving of notice, to -wit:
Page 4
(1). For the City:
City Manager
City of Sanford
City Hall
300 North Park Avenue
Sanford, Florida 32771
With a copy to:
Purchasing Manager
300 North Park Avenue
Sanford, Florida 32771
(2). For the Contractor:
Professional Service Industries, Inc.
1748 33rd Street
Orlando, Florida 32839
(c). Written notice requirements of this Agreement shall be strictly construed and such
requirements are a condition precedent to pursuing any rights or remedies hereunder. The
Contractor agrees not to claim any waiver by City of such notice requirements based upon
City having actual knowledge, implied, verbal or constructive notice, lack of prejudice, or
any other grounds as a substitute for the failure of the Contractor to comply with the
express written notice requirements herein. Computer notification (e -mails and message
boards) shall not constitute proper written notice under the terms of the Agreement.
Section 8: Work Orders.
(a). The provision of services to be performed under this Agreement may commence
immediately upon the execution of this Agreement or a Work Order as directed and
determined by the City. Services to be provided by the Contractor to the City shall be
negotiated between the Contractor and the City. Each Work Order shall reference this
Agreement by title and date, include a detailed description of quantities, services, and a
completion schedule, and will be provided on the Contractor's letterhead. Services
described in said Work Order will commence upon the issuance of a City Notice -to-
Proceed.
(b). If the services required to be performed by a Work Order is clearly defined, the
Work Order shall be issued on a "Fixed Fee" basis. The Contractor shall perform all
services required by the Work Order but in no event shall the Contractor be paid more than
the negotiated Fixed Fee amount stated therein.
(c). The Contractor and the City agree to make every effort to adhere to the schedule
established for the various Work Orders described in the Work Order.
Page 5
(d). If the services are not clearly defined, the Work Order may be issued on a "Time
Basis Method" and contain a Not -to- Exceed amount. If a Not -to- Exceed amount is
provided, the Contractor shall perform all work required by the Work Order; but in no event
shall the Contractor be paid more than the Not -to- Exceed amount specified in the
applicable Work Order.
(e). For Work Orders issued on a "Fixed Fee Basis," the Contractor may invoice the
amount due based on the percentage of total Work Order services actually performed and
completed; but in no event shall the invoice amount exceed a percentage of the Fixed Fee
amount equal to a percentage of the total services actually completed.
(f). For Work Orders issued on a "Time Basis Method" with a Not -to- Exceed amount,
the Contractor may invoice the amount due for actual work hours performed; but in no
event shall the invoice amount exceed a percentage of the Not -to- Exceed amount equal to
a percentage of the total services actually completed.
(g). Each Work Order issued on a "Fixed Fee Basis" or "Time Basis Method" with a Not -
to- Exceed amount shall be treated separately for retainage purposes. If the City
determines that work is substantially complete and the amount retained, if any, is
considered to be in excess, the City may, at its sole and absolute discretion, release the
retainage or any portion thereof.
(h). For Work Orders issued on a "Time Basis Method" with a Limitation of Funds
amount, the Contractor may invoice the amount due for services actually performed and
completed. The City shall pay the Contractor one hundred percent (100 %) of the approved
amount on Work Orders issued on a "Time Basis Method" with a Limitation of Funds
amount.
Section 9: Change Orders.
(a). The City may revise the description of services set forth in any particular Work
Order.
(b). Revisions to any Work Order shall be authorized in writing by the City as a Change
Order. Each Change Order shall include a schedule of completion for the services
authorized. Change Orders shall identify this Agreement and the appropriate Work Order
number. The Change Orders may contain additional instructions or provisions specific
upon certain aspects of this Agreement pertinent to the services to be provided. Such
supplemental instructions or provisions shall not be construed as a modification of this
Agreement. An agreement between the parties on and execution of any Change Order
shall constitute a final settlement and a full accord and satisfaction of all matters relating to
the change of work and /or services and to the impact of the change on unchanged goods
and /or work including, but not limited to, all direct and indirect costs of whatever nature
and all adjustments to the Contractor's schedule.
Page 6
(c). If instructed by the City, the Contractor shall change or revise work that has been
performed, and if such work is not required as a result of error, omission or negligence of
the Contractor, the Contractor may be entitled to additional compensation. The Contractor
must submit for City approval a revised proposal with a revised fee quotation. Additional
compensation, if any, shall be agreed upon before commencement of any such additional
work and shall be incorporated into the work by Change Order to the Work Order.
Page 7
Section 10: Compensation.
(a). Compensation to the Contractor for the services performed on each Work Order
shall be as set forth the Work Order /Change Order or as set forth in the Seminole County
Agreement which enumerates rates and charges of the Contractor.
(b). The City shall not pay for reimbursable items such as gas, tolls, mileage, meals, etc.
and other items not directly attritbutable to items produced for each Work Order.
(c). Work performed by the Contractor without written approval by the City's designated
representative shall not be compensated. Any work performed by the Contractor without
approval by the City is performed at the Contractor's own election.
(d). In the event the City fails to provide compensation underthe terms and conditions of
this Agreement, the Contractor shall notify the City's designated representative in order
that the City may take remedial action.
Section 11: Invoice Process.
(a). Payments shall be made by the City to the Contractor when requested as work
progresses for services furnished, but not more than once monthly. Each Work Order shall
be invoiced separately. The Contractor shall render to the City, at the close of each
calendar month, an itemized invoice properly dated, describing all services rendered, the
cost of the services, the name and address of the Contractor, Work Order Number,
Contract Number and all other information required by this Agreement.
(b). Invoices which are in an acceptable form to the City and without disputable items will
be processed for payment within thirty (30) days of receipt by the City.
(c). The Contractor will be notified of any disputable items contained in invoices
submitted by the Contractor within fifteen (15) days of receipt by the City with an
explanation of the deficiencies.
(d). The City and the Contractor will make every effort to resolve all disputable items
contained in the Contractor's invoices.
(e). Each invoice shall reference this Agreement, the appropriate Work Order and
Change Order if applicable, the billing period, and include the Project Status Report for the
period being billed.
(f). The Florida Prompt Payment Act shall apply when applicable.
Page 8
(g). Invoices are to be forwarded directly to:
Finance Director
City Hall
City of Sanford
300 North Park Avenue
Sanford, Florida 32771
Section 12: Severability /Construction.
(a). If any term, provision or condition contained in this Agreement shall, to any extent,
be held invalid or unenforceable, the remainder of this Agreement, or the application of
such term, provision or condition to persons or circumstances other than those in respect
of which it is invalid or unenforceable, shall not be affected thereby, and each term,
provision, and condition of this Agreement shall be valid and enforceable to the fullest
extent permitted by law when consistent with equity and the public interest.
(b). All provisions of this Agreement shall be read and applied in pari materia with all
other provisions hereof.
(c). Violation of this Agreement by the Contractor is recognized by the parties to
constitute irreparable harm to the City.
(d). Venue for any lawsuit arising under this Agreement shall be in the Circuit Court in
and for Seminole County, Florida, with regard to State actions, and in the United States
District Court for the Middle District of Florida (Orlando) with regard to Federal actions.
Section 13: Indemnity.
(a). To the fullest extent permitted by law, the Contractor shall indemnify, hold harmless,
and defend the City, its agents, servants, officers, officials, and employees, or any of them,
from and against any and all claims, damages, losses, and expenses including, but not
limited to, attorneys fees and other legal costs such as those for paralegal, investigative,
and legal support services, and the actual costs incurred for expert witness testimony
arising out of or resulting from the performance or provision of services required under this
Agreement, provided that same is caused in whole or part by the error, omission, negligent
act, failure to act, malfeasance, misfeasance, conduct, or misconduct of the Contractor, its
agents, servants, officers, officials, employees, or subcontractors. The City does not waive
its right to assert consquential damages against the Contractor.
(b). In accordance with Section 725.06, Florida Statutes, adequate consideration has
been provided to the Contractor for this obligation, the receipt and sufficiency of which is
hereby specifically acknowledged.
(c). Nothing herein shall be deemed to affect the rights, privileges, and immunities of the
City as set forth in Section 768.28, Florida Statutes.
Page 9
(d). In claims against any person or entity indemnified under this Section by an
employee of the Contractor or its agents or subcontractors, anyone directly or indirectly
employed by them or anyone for whose acts they may be liable, the indemnification
obligation under this Section shall not be limited by a limitation on amount or type of
damages, compensation, or benefits payable by or for the Contractor or its agents or
subcontractors, under workers compensation acts, disability benefits acts, or other
employee benefit acts.
(e). The execution of this Agreement by the Contractor shall obligate the Contractor to
comply with the indemnification provision in this Agreement; provided, however, that the
Contractor shall also comply with the provisions of this Agreement relating to insurance
coverages.
Section 14: Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which, taken together, shall constitute one and the same
document.
In Witness Whereof, the parties hereto have made and executed this Agreement
on the respective dates under each signature with the City acting through its City
Commission and the Contractor signing by and through its duly authorized corporate officer
having the full and complete authority to execute same.
SIGNATURE PAGE FOLLOWS
Page 10
Attest:
* dry
ept Manager
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Second Witness
Printed Name. IG�1
Attest:
anet Dougherty, Cit Clerk
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Professional Service Industries, Inc.
By:
0 e Pulsifer
cutive Vice President
5
Date
Page 10
For use and reliance of the
Sanford City Commission only.
LETTER OF TRANSMITTAL
Seminole County
Purchasing and Contacts Division
1101 E. 1 st Street, Sanford, Florida 32771
Phone: 407 -665 -7120 Fax: 407-665-7956
TO: PROFESSIONAL SERVICE INDUSTRIES,
DATE: 215/2007
INC
1748 33 ST
ORLANDO, FL 32839
PS4074.061TRJ Agreement
ATTENTION: VICE- PRESIDENT
❑ BID No. ❑ Change Order No. ❑ Amendment No.
❑ Contract No. ❑ Work Order No.
ITEM NO.
DESCRIPTION
1
CERTIFIED COPY FOR YOUR FILES
THESE ARE TRANSMITTED as checked below:
• For your information ❑ For your signature 0 For your files
• For approval ❑ Approved as submitted ❑ Resubmit copies for approval
• For your use ❑ Approved as noted ❑ For your review & comment
• As requested ❑ Returned for corrections ❑ Please return to my attention
• For your action ❑ ❑ Please respond by ,
COMMENTS: FOR YOUR FILES.
IF YOU HAVE ANY QUESTIONS OR NEED FURTHER ASSISTANCE, PLEASE CONTACT ME
AT EXTENSION 7120. THANK YOU.
TO FINANCE
LEGAL
A. Khoury
A. Sundvall
L. Coleman
PROJECT FILE
SIGNED: u
Diane Reed, CPPB, FCC
Sr Contracts Analyst
URTMED 60PX'
RARY M(R59
CtEkV CIRCUIT'COURf
SE OLE COUNTY, FLORIDA
Y,
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CONSULTANT SERVICES AARBMUMT (PS- 1074- 06 /TRJ) flEfUTY C LERK
PROFESSIONAL OEOTECHNICAL SERVICES AND
CONSTRUCTION MATERIAL TESTING AND INSPECTION
THIS AGREEMENT is made and entered into this day of
206 by and between PROFESSIONAL SERVICE
INDUSTRIES, INC., duly authorized to conduct business in the State of
Florida, whose address is 1748 33r Street, Orlando, FL 32839, hereinaf-
ter called the "CONSULTANT", and SEXINOLE COUNTY, a political subdivi-
sion of the State of Florida, whose address is Seminole County Services
Building, 1101 East First Street, Sanford, Florida 32771, hereinafter
called the "COUNTY ".
W I T N E S S E T H:
WHEREAS, the COUNTY desires to retain the services of a competent
and qualified consultant to provide professional geotechnical services
and construction material testing and inspection in Seminole County; and
WHEREAS, the COUNTY has requested and received expressions of
interest for the retention of services of consultants; and
WHEREAS, the CONSULTANT is competent and qualified to furnish
professional services to the COUNTY and desires to provide services
according to the terms and conditions stated herein,
NOW, THEREFORE, in consideration of the mutual understandings and
covenants set forth herein, the COUNTY and the CONSULTANT agree as
follows:
SECTION 1. SERVICES. The COUNTY does hereby. retain the
CONSULTANT to furnish professional services and perform those tasks as
further described in the Scope of Services attached hereto as Exhibit
"A" and made a part hereof. Required services shall be specifically
enumerated, described, and depicted in the Work Orders authorizing
performance of the specific project, task, or study. This Agreement
standing alone does not authorize the performance of any work or require
1
the COUNTY to place any orders for work.
SECTION 2. TERM. This Agreement shall take effect on the date of
its execution by the COUNTY and shall run for a period of two (2) years
and, at the sole option of COUNTY, may be renewed for three (3) succes-
sive periods not to exceed one (1) year each. Expiration of the term of
this Agreement shall have no effect upon Work Orders issued pursuant to
this Agreement and prior to the expiration date. Obligations entered
therein by both parties shall remain in effect until completion of the
work authorized by the Work Order.
SECTION 3. AUTHORIZATION FOR SERVICES. Authorization for per-
formance of professional services by the CONSULTANT under this Agreement
shall be in the form of written Work Orders issued and executed by the
COUNTY and signed by the CONSULTANT. A sample Work Order is attached
hereto as Exhibit "B." Each Work Order shall describe the services
required, state the dates for commencement and completion of work and
establish the amount and method of payment. The Work Orders will be
issued under and shall incorporate the terms of this Agreement. The
COUNTY makes no covenant or promise as to the number of available
projects nor that the CONSULTANT will perform any project for the COUNTY
during the life of this Agreement. The COUNTY reserves the right to
contract with other parties for the services contemplated by this Agree-
ment when it is determined by the COUNTY to be in the best interest of
the COUNTY to do so.
SECTION 4. TIME FOR COMPLETION. The services to be rendered by
the CONSULTANT shall be commenced, as specified in such Work Orders as
may be issued hereunder and shall be completed within the time specified
therein. In the event the COUNTY determines that significant benefits
would accrue from expediting an otherwise established time schedule for
completion of services under a given Work Order, that Work Order may
2
include a negotiated schedule of incentives based on time savings.
SECTION 5. COMPENSATION. The' COUNTY agrees to compensate the
CONSULTANT for the professional services called for under this Agreement
on either a "Fixed Fee Basis" or on a "Time Basis Method." If a Work
Order is issued under a "Time Basis Method," then CONSULTANT shall be
compensated in accordance with the rate schedule attached as Exhibit
"C." If a Work Order is issued for a "Fixed Fee Basis ", then the
applicable Work Order Fixed Fee amount shall include any and all
reimbursable expenses.
SECTION 6. RE 331M EXPENSES. If a Work Order is issued on a
"Time Basis Method," then reimbursable expenses are in addition to the
hourly rates. Reimbursable expenses are subject to the applicable "Not -
to- Exceed" or "Limitation of Funds" amount set forth in the Work Order.
Reimbursable expenses may include actual expenditures made by the
CONSULTANT, his employees, or his professional associates in the
interest of the Project for the expenses listed in the following
paragraphs:
(a) Expenses of transportation, when traveling in connection with
the Project, based on Sections 122.061(7) and (8), Florida, Statutes, or
their successor; long distance calls and telegrams; and fees, paid for
securing approval of authorities having jurisdiction over the Project.
(b) Expense of reproductions, postage, and handling of drawings
and specifications.
(c) If authorized in writing in advance by the COUNTY, the cost
of other expenditures made by the CONSULTANT in'the interest of the
Project.
SECTION 7. PAYMENT AND BILLING.
(a) If the Scope of Services required to be performed by a Work
Order is clearly defined, the Work Order shall be issued on a "Fixed Fee
3
Basis." The CONSULTANT shall perform all work required by the Work
Order but, in no event, shall the CONSULTANT be paid more than the
negotiated Fixed Fee amount stated therein.
(b) If the Scope of Services is not clearly defined, the Work
Order may be issued on a "Time Basis Method" and contain a Not -to Exceed
amount. If a Not -to- Exceed amount is provided, the CONSULTANT shall
perform all work required by the Work Order; but, in no event, shall the
CONSULTANT be paid more than the Not -to- Exceed amount specified in the
applicable Work Order.
(c) If the Scope of Services is not clearly defined, the Work
Order may be issued on a "Time Basis Method" and contain a Limitation of
Funds amount. The CONSULTANT is not authorized to exceed that amount
without the prior written approval of the COUNTY. Said approval, if
given by the COUNTY, shall indicate a new Limitation of Funds amount.
The CONSULTANT shall advise the COUNTY whenever the CONSULTANT has
incurred expenses on any Work Order that equals or exceeds eighty
percent (80 %) of the Limitation of Funds amount.
(d) For Work Orders issued on a "Fixed Fee Basis," the CONSULTANT
may invoice the amount due based on the percentage of total Work Order
services actually performed and completed; but, in no event, shall the
invoice amount exceed a percentage of the Fixed Fee amount equal to a
percentage of the total services actually completed. The COUNTY shall
pay the CONSULTANT ninety percent (90 %) of the approved amount on Work
Orders issued on a "Fixed Fee Basis."
(e) For Work Orders issued on a "Time Basis Method" with a Not -
to- Exceed amount, the CONSULTANT may invoice the amount due for actual
work hours performed; but, in no event, shall the invoice amount exceed
a percentage of the Not -to- Exceed amount equal to a percentage of the
total services actually completed. The COUNTY shall pay the CONSULTANT
4
ninety percent (90 %) of the approved amount on Work Orders issued on a
"Time Basis Method" with a Not -to- Exceed amount.
(f) Each Work Order issued on a "Fixed Fee Basis" or "Time Basis
Method" with a Not -to- Exceed amount shall be treated separately for
retainage purposes. If the COUN'T'Y determines that work is substantially
complete and the amount retained is considered to be in excess, the
COUNTY may, at its sole and absolute discretion, release the retainage
or any portion thereof.
(g) For Work Orders issued on a "Time Basis Method" with a
Limitation of Funds amount, the CONSULTANT may invoice. the amount due
for services actually performed and completed. The COUNTY shall pay the
CONSULTANT one hundred percent (100 %) of the approved amount on Work
Orders issued on a "Time Basis Method" with a Limitation of Funds
amount.
(h) Payments shall be made by the COUNTY to the CONSULTANT when
requested as work progresses for services furnished, but not more -than
once monthly. Each Work Order shall be invoiced separately. CONSULTANT
shall render to COUNTY, at the close of each calendar month, an itemized
invoice properly dated, describing any services rendered, the cost of
the services, the name and address of the CONSULTANT, Work Order Number,
Contract Number, and all other information required by this Agreement.
The original invoice and one (1) copy shall be sent to:
Director of County Finance
Seminole County Board of County Commissioners
Post Office Box 8080
Sanford, Florida 32772
Two (2) duplicate copies of the invoice shall be sent to:
Seminole County Engineering Division
520 W. Lake Mary Boulevard, Suite 200
Sanford, Florida 32773
(i) Payment shall be made after review and approval by COUNTY
within thirty (30) days of receipt of a proper invoice from the
5
CONSULTANT.
SECTION S. GENERAL TERMS OF PAYMENT AND BILLING.
(a) Upon satisfactory completion of work required hereunder, and
upon acceptance of the work by the COUNTY, the CONSULTANT may invoice
the COUNTY for the full amount of compensation provided for under the
terms of this Agreement including any retainage and less any amount
already paid by the COUNTY. The COUNTY shall pay the CONSULTANT within
thirty (30) days of receipt of proper invoice.
(b) The COUNTY may perform or have performed an audit of the
records of the CONSULTANT after final payment to support final payment
hereunder. This audit would be performed at a time mutually agreeable
to the CONSULTANT and the COUNTY subsequent to the close of the final
fiscal period in which the last work is performed. Total compensation
to the CONSULTANT may be determined subsequent to an audit as provided -
for in subsections (b) and (c) of this Section, and the total compensa-
tion so determined shall be used to calculate final payment to the
CONSULTANT. Conduct of this audit shall not delay final payment as
provided by subsection (a) of this Section.
(c) In addition to the above, if federal funds are used for any
work under the Agreement, the Department of Housing and Urban Develop-
ment, the Comptroller General of the United States, or any of their duly
authorized representatives, shall have access to any books, documents,
papers, and records of the CONSULTANT which are directly pertinent to
work performed under this Agreement for purposes of making audit,
examination, excerpts, and transcriptions.
(d) The CONSULTANT agrees to maintain all books, documents,
papers, accounting records, and other evidences pertaining to work
performed under this Agreement in such a manner as will readily conform
to the terms of this Agreement and to make such materials available at
0
the CONSULTANT Is office at all reasonable times during the Agreement
period and for five (5) years from the date of final payment under the
contract for audit or inspection as provided for in subsections (b) and
(c) of this Section.
(e) In the event any audit or inspection conducted after final
payment, but within the period provided in paragraph (d) of this
Section, reveals any overpayment by the COUNTY under the terms of the
Agreement, the CONSULTANT shall refund such overpayment to the COUNTY
within thirty (30) days of notice by the COUNTY.
SECTION 9. RESPONSIBILITIES OF THE CONSULTANT.
(a) The CONSULTANT shall be responsible for the professional
quality, technical accuracy, competence, methodology, accuracy, and the
coordination of all of the following which are listed for illustration
purposes and not as a limitation: documents, analysis, reports, data,
plans, plats, maps, surveys, specifications, and any and all other
services of whatever type or nature furnished by the CONSULTANT under
this Agreement. The CONSULTANT shall, without additional compensation,
correct or revise any errors, or deficiencies in his plans, analysis,
data, reports, designs, drawings, specifications, and any and all other
services of whatever type or nature.
(b) Neither the COUNTY's review, approval, or acceptance of, nor
payment for, any of the services required shall be construed to operate
as a waiver of any rights under this Agreement nor of any cause of
action arising out of the performance of this Agreement and the
CONSULTANT shall be and always remain liable to the COUNTY in accordance
with applicable law for any and all damages to the COUNTY caused by the
CONSULTANT's negligent or wrongful performance of any of the services
furnished under this Agreement.
7
SECTION 10. OWNERSHIP OF DOCUMENTS. A11 deliverable analysis,
reference data, survey data, plans and reports, or any other form of
written instrument or document that may result from the CONSULTANT's
services or have been created during the course of the CONSULTANT's
performance under this Agreement shall become the property of the COUNTY
after final payment is made to the CONSULTANT.
SECTION 11. TERMINATION.
(a) The COUNTY may, by written notice to the CONSULTANT, termi-
nate this Agreement or any Work Order issued hereunder, in whole or in
part, at any time, either for the COUNTY's convenience or because of the
failure of the CONSULTANT to fulfill its Agreement obligations. Upon
receipt of such notice, the CONSULTANT shall:
(1) immediately discontinue all services affected unless
the notice directs otherwise, and
(2) deliver to the COUNTY all data, drawings, specifica-
tions, reports, estimates, summaries, and any and all such other
information and materials of whatever type or nature as may have been
accumulated by the CONSULTANT in performing this Agreement, whether
completed or in process.
(b) If the termination is for the convenience of the COUNTY, the
CONSULTANT shall be paid compensation for services performed to the date
of termination. If this Agreement calls for the payment based on a
Fixed Fee amount, the CONSULTANT shall be paid no more than a percentage
of the Fixed Fee amount equivalent to the percentage of the completion
of work, as determined solely and conclusively by the COUNTY, contem-
plated by this Agreement.
(c) If the termination is due to the failure of the CONSULTANT to
fulfill its Agreement obligations, the COUNTY may take over the work and
prosecute the same to completion by other Agreements or otherwise. In
8
such case, the CONSULTANT shall be liable to the COUNTY for all reason-
able additional costs occasioned to the COUNTY thereby. The CONSULTANT
shall not be liable for such additional costs if the failure to perform
the Agreement arises without any fault or negligence of the CONSULTANT;
provided, however, that the CONSULTANT shall be responsible and liable
for the actions of its subcontractors, agents, employees, and persons
and entities of a similar type or nature. .Such causes may include acts
of God or of the public enemy, acts of the COUNTY in either its sover-
eign or contractual capacity, fires, floods, epidemics, quarantine
restrictions, strikes, freight embargoes, and unusually severe weather;
but, in every case, the failure to perform must be beyond the control
and without any fault or negligence of the CONSULTANT.
(d) If, after notice of termination for failure to fulfill its
Agreement obligations, it is determined that the CONSULTANT had not so
failed, the termination shall be conclusively deemed to have been
effected for the convenience of the COUNTY. In such event, adjustment
in the Agreement price shall be made as provided in subsection (b) of
this Section.
(e) The rights and remedies of the COUNTY provided for in this
Section are in addition and supplemental to any and all other rights and
remedies provided by law or under this Agreement.
SECTION 12. AGREEMEENT AND wORK ORDER IN CONFLICT. Whenever the
terms of this Agreement conflict with any Work Order issued pursuant to
it, the Agreement shall prevail.
SECTION 13. EQUAL OPPORTUNITY EXPLOYNPM . The CONSULTANT agrees
that it will not discriminate against any employee or applicant for
employment for work under this Agreement, because, of race, color,
religion, sex, age, disability, or national origin and will take steps
to ensure that applicants are employed and employees are treated during
9
employment without regard to race, color, religion, sex, age, disabil-
ity, or national origin. This provision shall include, but not be
limited to, the following: employment, upgrading, demotion or transfer;
recruitment advertising; layoff or termination; rates of pay or other
forms of compensation; and selection for training, including appren-
ticeship.
SECTION 14. NO CONTINGENT FEES. The CONSULTANT warrants that it
has not employed or retained any company or person, other than a bona
fide employee working solely for the CONSULTANT to solicit or secure
this Agreement and that it has not paid or agreed to pay any person,
company, corporation, individual or firm, other than a bona fide
employee working solely for the CONSULTANT, any fee, commission,
percentage, gift, or other consideration contingent upon or resulting
from award or making of this Agreement. For the breach or violation of
this provision, the COUNTY shall have the right to terminate the
Agreement at its sole discretion, without liability and to deduct from
the Agreement price, or otherwise recover, the full amount of such fee,
commission, percentage, gift, or consideration.
SECTION 15. CONFLICT OF INTEREST.
(a) The CONSULTANT agrees that it will not contract for or accept
employment for the performance of any work or service with any individ-
ual, business, corporation, or government unit that would create a
conflict of interest in the performance of its obligations pursuant to
this Agreement with the COUNTY.
(b) The CONSULTANT agrees that it will neither take any action
nor engage in any conduct that would cause any COUNTY employee to
violate the provisions of Chapter 112, Florida Statutes, relating to
ethics in government.
10
(c) In the event that CONSULTANT causes or in any way promotes or
encourages a COUNTY officer, employee, or agent to violate Chapter 112,
Florida Statutes, the COUNTY shall have the right to terminate this
Agreement.
SECTION 16. ASSIGIOUM. This Agreement, or any interest herein,
shall not be assigned, transferred, or otherwise encumbered under any
circumstances by the parties hereto without prior written consent of the
other party and in such cases only by a document of equal dignity
herewith.
SECTION 17. SUBCONTRACTORS. In the event that the CONSULTANT,
during the course of the work under this Agreement, requires the
services of any subcontractors or other professional associates in
connection with services covered by this Agreement, the CONSULTANT must
first secure the prior express written approval of the COUNTY. If
subcontractors or other professional associates are required in connec-
tion with the services covered by this Agreement, CONSULTANT shall
remain fully responsible for the services of subcontractors or other
professional associates.
SECTION 18. INDEMNIFICATION OF COUNTY. The CONSULTANT agrees to
hold harmless, replace, and indemnify the COUNTY, its commissioners,
officers, employees, and agents against any and all claim, losses,
damages, or lawsuits for damages arising from the negligent, reckless,
or intentionally wrongful provision of services hereunder by the
CONSULTANT, whether caused by the CONSULTANT or otherwise.
SECTION 19. INSDRANCE.
(a) GENERAL The CONSULTANT shall at the CONSULTANT's own cost,
procure the insurance required under this Section.
(1) The CONSULTANT shall furnish the COUNTY with a Certifi-
cate of Insurance signed by an authorized representative of the insurer
11
evidencing the insurance required by this Section (Professional Liabil-
ity, Workers' Compensation/ Employer Is Liability and Commercial General
Liability). The COUNTY, its officials, officers, and employees shall be
named additional insured under the Commercial General Liability policy.
The Certificate of Insurance shall provide that the COUNTY shall be
given not less than thirty (30) days written notice prior to the
cancellation or restriction of coverage. Until such time as the
insurance is no longer required to be maintained by the CONSULTANT, the
CONSULTANT shall provide the COUNTY with a renewal or replacement
Certificate of Insurance not less than thirty (30) days before expira-
tion or replacement of the insurance for which a previous certificate
has been provided.
(2) The Certificate shall contain a statement that it is
being provided in accordance with the Agreement and that the insurance
is in full compliance with the requirements of the Agreement. In lieu
of the statement on the Certificate, the CONSULTANT shall, at the option
of the COUNTY submit a sworn, notarized statement from an authorized
representative of the insurer that the Certificate is being provided in
accordance with the Agreement and that the insurance is in full compli-
ance with the requirements of the Agreement. The Certificate shall have
this Agreement number clearly marked on its face.
(3) In addition to providing the Certificate of Insurance,
if required by the COUNTY, the CONSULTANT shall, within thirty (30) days
after receipt of the request, provide the COUNTY with a certified copy
of each of the policies of insurance providing the coverage required by
this Section.
(4) Neither approval by the COUNTY nor failure to disap-
prove the insurance furnished by a CONSULTANT shall relieve the
CONSULTANT of the CONSULTANT's full responsibility for performance of
12
any obligation including CONSULTANT indemnification of COUNTY under this
Agreement.
(b) INSURANCE COMPANY REQUIREMENTS Insurance companies provid-
ing the insurance under this Agreement must meet the following require-
ments:
(1) Companies issuing policies other than Workers' Compen-
sation, must be authorized to conduct business in the State of Florida
and prove same by maintaining Certificates of Authority issued to the
companies by the Department of Insurance of the State of Florida.
Policies for Workers' Compensation may be issued by companies authorized
as a group self- insurer by Section 440.57, Florida Statutes.
(2) In addition, such companies other than those authorized
by Section 440.57, Florida Statutes, shall have and maintain a Best's
Rating of "A" or better and a Financial Size Category of "VII" or better
according to A.M. Best Company.
(3) If, during the period which an insurance company is
providing the insurance coverage required by this Agreement, an insur-
ance company shall: 1) lose its Certificate of Authority, 2) no longer
comply with Section 440.57, Florida Statutes, or 3) fail to maintain the
requisite Best's Rating and Financial Size Category, the CONSULTANT
shall, as soon as the CONSULTANT has knowledge of any such circumstance,
immediately notify the COUNTY and immediately replace the insurance
coverage provided by the insurance company with "a different insurance
company meeting the requirements of this Agreement. Until such time as
the CONSULTANT has replaced the unacceptable insurer with an insurer
acceptable to the COUNTY the CONSULTANT shall be deemed to be in default
of this Agreement.
(c) SPECIFICATIONS Without limiting any of the other obliga-
tions or liability of the CONSULTANT, the CONSULTANT shall, at the
13
CONSULTANT's sole expense, procure, maintain and keep in force amounts
and types of insurance conforming to the minimum requirements set forth
in this subsection. Except as otherwise specified in the Agreement, the
insurance shall become effective prior to the commencement of work by
the CONSULTANT and shall be maintained in force until the Agreement
completion date. The amounts and types of insurance shall conform to
the following minimum requirements.
(1) Workers' Compensation /Employer's Liability
(A) The CONSULTANT's insurance shall cover the
CONSULTANT for liability which would be covered by the latest edition of
the standard Workers' Compensation Policy, as filed for use in Florida
by the National Council on Compensation Insurance, without restrictive
endorsements. The CONSULTANT will also be responsible for procuring
proper proof of coverage from its subcontractors of every tier for
liability which is a result of a Workers' Compensation injury to the
subcontractor's employees. The minimum required limits to be provided
by both the CONSULTANT and its subcontractors are outlined in subsection
(c) below. In addition to coverage for the Florida Workers' Compensa-
tion Act, where appropriate, coverage is to be included for the United
States Longshoremen and Harbor Workers' Compensation Act, Federal
Employers' Liability Act and any other applicable federal or state law.
(B) Subject to the restrictions of coverage found in
the standard Workers' Compensation Policy, there shall be no maximum
limit on the amount of coverage for liability imposed by the Florida
Workers' Compensation Act, the United States Longshoremen's and Harbor
Workers' Compensation Act, or any other coverage customarily insured
under Part One of the standard Workers' Compensation Policy.
(C) The minimum amount of coverage under Part Two of
the standard Workers' Compensation Policy shall be:
14
$ 500,000.00 (Each Accident)
$1,000,000.00 (Disease - Policy Limit)
$ 500,000.00 (Disease -Each Employee)
(2) Commercial General Liability.
(A) The CONSULTANT's insurance shall cover the
CONSULTANT for those sources of liability which would be covered by the
latest edition of the standard Commercial General Liability Coverage
Form (ISO Form CG 00 01) , as filed for use in the State of Florida by
the Insurance Services Office, without the attachment of restrictive
endorsements other than the elimination of Coverage C, Medical Payment
and the elimination of coverage for Fire Damage Legal Liability.
(B) The minimum limits to be maintained by the
CONSULTANT (inclusive of any amounts provided by an Umbrella or Excess
policy) shall be as follows:
General Aggregate
LIMITS
$Three (3) Times the
Each Occurrence Limit
Personal & Advertising $1,000,000.00
Injury Limit
Each Occurrence Limit $1,000,000.00
(3) Professional Liability Insurance The CONSULTANT shall
carry limits of not less than ONE MILLION AND N01100 DOLLARS
($1,000,000.00).
(d) COVERAGE The insurance provided by CONSULTANT pursuant to
this Agreement shall apply on a primary basis and any other insurance or
self - insurance maintained by the COUNTY or the COUNTY's officials,
officers, or employees shall be excess of and not contributing with the
insurance provided by or on behalf of the CONSULTANT.
(e) OCCURRENCE BASIS The Workers' Compensation Policy and the
Commercial General Liability required by this Agreement shall be
provided on an occurrence rather than a claims -made basis. The Profes-
15
sional Liability insurance policy must either be on an occurrence basis,
or, if a claims -made basis, the coverage must respond to all claims
reported within three (3) years following the period for which coverage
is required and which would have been covered had the coverage been on
an occurrence basis.
(f) OBLIGATIONS Compliance with the foregoing insurance
requirements shall not relieve the CONSULTANT, its employees or agents
of liability from any obligation under a Section or any other portions
of this Agreement.
SECTION 20. ALTERWATIVE DISPUTE RESOLUTION.
(a) In the event of a dispute related to any performance or
payment obligation arising under this Agreement, the parties agree to
exhaust COUNTY protest procedures prior to filing suit or otherwise
pursuing legal remedies. COUNTY procedures for proper invoice and
payment disputes are set forth in Section 22.15, "Prompt Payment
Procedures," Seminole County Administrative Code.
(b) CONSULTANT agrees that it will file no suit or otherwise
pursue legal remedies based on facts or evidentiary materials that were
not presented for consideration in the COUNTY protest procedures set
forth in subsection (a) above of which the CONSULTANT had knowledge and
failed to present during the COUNTY protest procedures.
(c) In the event that COUNTY protest procedures are exhausted and
a suit is filed or legal remedies are otherwise pursued, the parties
shall exercise best efforts to resolve disputes through voluntary
mediation. Mediator selection and the procedures to be employed in
voluntary mediation shall be mutually acceptable to the parties. Costs
of voluntary mediation shall be shared equally among the parties
participating in the mediation.
16
SECTION 21. REPRESENTATIVES OF THE COUNTY AND THE CONSULTANT.
(a) It is recognized that questions in the day -to -day conduct of
performance pursuant to this Agreement will arise. The COUNTY, upon
request by the CONSULTANT, shall designate in writing and shall advise
the CONSULTANT in writing of one (1) or more of its employees to whom
all communications pertaining to the day =to -day conduct of this Agree-
ment shall be addressed. The designated representative shall have the
authority to transmit instructions, receive information and interpret
and define the COUNTY's policy and decisions pertinent to the work
covered by this Agreement.
(b) The CONSULTANT shall, at all times during the normal work
week, designate or appoint one or more representatives of the CONSULTANT
who are authorized to act in behalf of and bind the CONSULTANT regarding
all matters involving the conduct of the performance pursuant to this
Agreement and shall keep the COUNTY continually and effectively advised
of such designation.
SECTION 22. ALL PRIOR AGREEMENTS SUPERSEDED. This document
incorporates and includes all prior negotiations, correspondence,
conversations, agreements, or understandings applicable to the matters
contained herein; and the parties agree that there are no commitments,
agreements, or understandings concerning the subject matter of this
Agreement that are not contained or referred to in this document.
Accordingly, it is agreed that no deviation from the terms hereof shall
be predicated upon any prior representations or agreements, whether oral .
or written.
SECTION 23. MODIFICATIONS, AMENDMENTS OR ALTERATIONS. No modifi-
cation, amendment, or alteration *in the terms or conditions contained
herein 'shall be effective unless contained in a written document
executed with the same formality and of equal dignity herewith.
17
SECTION 24. INDEPENDENT CONTRACTOR. It is agreed that nothing
herein contained is intended or should be construed as in any manner
creating or establishing a relationship of co- partners between the
parties, or as constituting the CONSULTANT (including its officers,
employees, and agents) the agent, representative, or employee of the
COUNTY for any purpose, or in any manner, whatsoever. The CONSULTANT is
to be and shall remain forever an independent contractor with respect to
all services performed under this Agreement.
SECTION 25. EMPLOYEE STATUS. Persons employed by the CONSULTANT
in the performance of services and functions pursuant to this Agreement
shall have no claim to pension, workers' compensation, unemployment com-
pensation, civil service, or other employee rights or privileges granted
to the COUNTY's officers and employees either by operation of law or by
the COUNTY.
SECTION 26. SERVICES NOT PROVIDED FOR. No claim for services
furnished by the CONSULTANT not specifically provided for herein shall
be honored by the COUNTY.
SECTION 27. PUBLIC RECORDS LAW. CONSULTANT acknowledges COUNTY's
obligations under Article I, Section 24, Florida Constitution and
Chapter 119, Florida Statutes to release public records to members of
the public upon request. CONSULTANT acknowledges that COUNTY is required
to comply with Article I, Section 24, Florida Constitution and Chapter
119, Florida Statutes in the handling of the materials created under
this Agreement and that said statute controls over the terms of this
Agreement.
SECTION 28. COMPLIANCE WITH LAWS AND REGULATIONS. In providing
all services pursuant to this Agreement, the CONSULTANT shall abide by
all statutes, ordinances, rules, and regulations pertaining to, or
regulating the provisions of, such services, including those now in
18
effect and hereafter adopted. Any violation of said statutes, ordi-
nances, rules, or regulations shall constitute a material breach of this
Agreement, and shall entitle the COUNTY to terminate this Agreement
immediately upon delivery of written notice of termination to the
CONSULTANT.
SECTION 29. NOTICES. Whenever either party desires to give
notice unto the other, it must be given by written notice, sent by
registered or certified United States mail, with return receipt request-
ed, addressed to the party for whom it is intended at the place last
specified and the place for giving of notice shall remain such until it
shall have been changed by written notice in compliance with the
provisions of this Section. For the present, the parties designate the
following as the respective places for giving of notice, to -wit:
For COUNTY:
Seminole County Engineering Division
520 W. Lake Mary Boulevard, Suite 200
Sanford, Florida 32773
For CONSULTANT:
Professional Services Industries,,Inc.
1748 33r Street
Orlando, FL 32839
SECTION 30. RIGHTS AT LAW RETAINED. The rights and remedies of
the COUNTY, provided for under this Agreement, are in addition and
supplemental to any other rights and remedies provided by law.
IN WITNESS WHEREOF, the parties hereto have made and executed this
Agreement on the date below written for execution by the COUNTY.
ATTEST:
S
Secretary
PROFESSIONAL SERVICE INDUSTRIES, INC.
By:
H. P ent EGOVICH
Vi r esi
Date �,ypo'7
19
ATTEST
C1 k o the Board o-f
County Commi psc i oncarc : of
Seminole County, Florida.
BOARD OF COUNTY COMMISSIONERS
7-lat OLE COUNTY, F •RIDA
By:
CARLTON HENLEY, Chaff
Date. 0
For use and reliance As authorized for execution by
of Seminole County only. the Board. f Counts Commissioners
at their ec,, 20 d b
Approved as to form and regular meeting.
legal
Co Attorney /
AC /jjr [`
11/15/06
P: \Users \jroyal \Purchasing- 2006 \PS - 1074- 06- Nodarse & Associates.doc
Attachments:
Exhibit "A" - Scope of Services
Exhibit "B" - Sample Work Order
Exhibit "C" - Rate Schedule
20
FEE SCHEDULE
Labor Category
Raw
Fringe and
Fringe and
Loaded
Profit
Profit
Billing
Hourly
Overhead %
Overhead
Hourly
%
Amount
Rate
Rate
Amount
Rate
Principal Engineer
$41.50
61.79%
$67.14
$108.64
10.5%
$11.41
$120.05
Registered Senior
Engineer
$36.50
61.79%
$59.05
$95.55
10.5%
$10.03
$105.58
Project Engineer
$33.50
61.79%
$54.20
$87.70
10.5%
$9.21
$96.91
Staff Engineer
$30.00
61.79%
$48.54
$78.54
10.5%
$8.25
$86.79
Engineering
Associate
$23.50
61.79%
$38.02
$61.52
10.5%
$6.46
$67.98
Senior Engineering
Technician
$16.00
61.79%
$25.89
$41.89
10.5%
$4.40
$46.29
Engineering
Technician
$15.00
61.79%
$24.27
$39.27
10.5%
$4.21
$43.39
Draftsman
$15.00
61.79%
$24.27
$39.27
10.5%
$4.21
$43.39
Technical
Secretary
$13.50
61.79%
$21.84
$35.34
10.5%
$3.71
$39.05
Note: Rounded all billing rates up or down to match those listed under the Professional
Technical Services Hourly Rates.
Scope of Services
Professional Engineering Services
for Soil and Materials Testing
Price Schedule
Specific services shall include, but not limited to sampling and testing of soils, concrete, asphalt and
various other constructions materials.
#
Item
Cost per Unit
1
In -Place density tests
$ 25.00
2
Standard or modified proctors
$ 85.00
3
Limerock Bearing Ratio tests 3 points)
$ 290.00
4
Compressive strength of concrete cylinders (4 per set )
$ 85.00
5
Compressive strength of soil- cement pills (4 per set )
$ 68.00
6
Asphalt extraction, gradation, & Marshall stability tests
$ 225.00
7
Core drilling & soils analysis
$ 200.00
IPM1
Professional & Technical Services
Hourly Rates
Classification
Hourly Rates
1
Principal Engineer/Scientist
$ 120.00
2
Registered Senior Engineer/Scientist
$ 105.50
3
Project Engineer/Scientist 11
$ 97.00
4
Pro ect Engineer/Scientist 1
$ 97.00
5
Staff Engineer/Scientist
$ 87.00
6
Engineering/Scientific Associate
$ 68.00
7
Senior Engineering Technician
$ 46.25
8
Engineering Technician
$ 43.50
9
Draftsman
$ 43.50
10
Technical Secretary
$ 39.00
Steel Inspection
Inspection
Price per Unit
1
Inspection of Welds & Bolt Torquing
A) At Plant
$ 66.001hour
B) At Job Site
1. One (1) Man Inspection Crew
$ 66,00/hour
2. Two (2) Men Inspection Crew
$ 132.00/hour
2
Reinforcing Steel Inspection
$ 48.00
3
Nondestructive Testing of Steel & Connections
$ 80.00
Geotechnical Investigations & Soil Testing
#
Item
Price per Unit
Unit
1
Standard Penetration Test Borings (ASTM D -1586)
(minimum 50 feet per job)
A) 0 -50 foot depth interval
B) 50 -100 foot depth interval
C) 100 -125 foot depth interval
D) 125 -150 foot depth interval
$9.00
$10.50
$28.00
$28.00
lineal foot
2
Auger Borings minimum 100 feet per job)
$9.00
lineal foot
3
Manual Auger Borings
$38.00
hour
4
Drill Service from Floating Platform
negotiated
5
Rock Coring
$65.00
lineal foot
6
Installation of Steel Casing (temporary)
$6.00
foot
7
Ground Penetrating Radar
$2,000.00
da
8
Cone Penetrometer Soundings
$15.00
foot
9
Dilatometer Soundings
$120.00
each
10
Atterberg Limits
A) Liquid Limit (LL) - Plastic Limit (PL)
B) Shrinkage Limit (SL)
$75.00
$75.00
each
11
California Bearing Ratio
$290.00
each
12
Consolidation
A Consolidation with Reload
$600.00
each
13
Corrosion Resistance H and R
$100.00
each
14
Field Density Tests (minimum 3 tests per trip)
$25.00
each
15
Florida Bearing Value FBCV
$30.00
each
16
Florida Bearing Value Determination of Blend
Proportions
$50.00
each
17
Grain Size:
A) Hydro Analysis
B Sieve Analysis Wash No. 200 Sieve
$135.00
$40.00
each
18
Ground Penetrating Radar
$2,000.00
day
19
Limerock Bearing Ratio LBR 3 point)
$290.00
each
20
Limerock Bearing Ratio (LBR) (5 point)
$300.00
each
21
Moisture Content
$15.00
each
22
Moisture Density Test Standard or Modified Proctor
$85.00
each
23
Monitor Well Installation - 2" or 4" PVC
$35.00
foot'
fiNNNNOwnwe
MAY
24
Muck Probing:
2 Man Crew
3 Man Crew
$600.00
$900.00
da
25
Organic Content Determination
$40.00
each
26
pH
$42.00
each
27
Permeability Tests - Field (15', 2 depths)
(Excluding auger borings & vertical permeability)
$350.00
each
28
Permeability Tests - Laboratory
Granular Soil
Cohesive Soli
$160.00
$320.00
each
29
Soil- Cement, Field Testing & Observation
$48.00
hour
30
Soil- Cement Laboratory Design Mixes
(FOB Laboratory) short cut method)
$1,500.00
$3,000.00
each
w/freeze thaw
31
Soil Plate Load Test (ASTM)
$1,100.00
each
32
Sepcific Grav
$60.00
each
33
Double Ring Inf ltometer Test
$450.00
each
34
Relative Density Test
$140.00
each
35
Triaxial Compression Test (CU) (3 points)
Additional points
$350.00
per point
36
Unconfined Compression Tests
$85.00
each
37
Undisturbed Thin - Walled Tube Sampling
$130.00
0' -50' each
38
Unit Weight
$60.00
each
�0
Asphaltic Concrete Inspection Services
#
item
Price per Unit
Unit
1
Asphaltic Concrete Paving Plant Inspection
$54.00
hour
2
Asphaltic Concrete Extraction & Hubbard -Field
Stabili FOB Lab
$300.00
each
3
lAsphaltic Concrete Extraction Gradation
$120.00
each
4
Asphaltic Concrete Extraction /Gradation & Marshall
Stability FOB Lab
$210.00
each
5
Asphalt Marshall Stability
$106.00
each
6
Asphaltic Concrete Paving Design Mix, Stability Test,
Job Mix Formula, Aggregate Test and Trail Batches
$2,600.00
each
7
Hubbard -Field SUabifity
$180.00
each
8
Marshall Stability (including void analysis & family
of curves)
$210.00
each
9
Marshall Stability ail F.A.A. requirements)
$210.00
each
10
Modified Marshall Stability (for use with emulsified
asphalt's)
$210.00
each
11
Coring Pavement for Density and /or Thickness
$26.00
each
12
Asphalt Core Density (core provided by others)
$15.00 1
each
MOSM,
Concrete Testing
Concrete Aggregate Tests FOB Lab
Price per Unit
Unit
1
Sieve Analysis, Fine or Coarse
$ 50.00
each
2
Absorption
$ 15.00
each
3
Specific Gravity
$ 60.00
each
4
Unit Weight
$ 35.00
each
5
Material Finer than No. 200 Sieve
$ 35.00
each
6
Organic Color metric ASTM C-40
$ 45.00
each
7
Salt Content
$ 100.00
each
8
Los Angeles Abrasion
$ 300.00
each
9
Soundness (5 cycle sodium sulfate)
5 cycle magnesium sulfate
$ 110.00
each
10
Masonry Mortar Strength Comparative, Sand or Water
$ 1,000.00
each
Concrete Beams
11
Flexural Strength, Making & Testing 3 Tests per set)
$ 150.00
set
12
Compressive Strength, ASTM CA 40, 5 Specimens
$ 250.00
set
13
Absorption & Moisture Content, ASTM C -150, 5 Specimens
$ 75.00
set
14
Compressive Strength Testing of Hollow Masonry Prisms
ASTM E-477 (FOB)
$ 75.00
each
15
Compressive Strength Testing of Hollow Masonry Prisms
with Grouted Cells, ASTM E-477
$ 110.00
each
16
Molding, Curing & Testing of 2" x 2" Masonry Mortar Cubes
set of 3 cubes
$ 85.00
set
17
Concrete Masonry Units, ASTM Test
(5 Compression & 5 Absorption Tests)
$ 300.00
set
Concrete Corin
18
Securing Structural or Pavement Cores, Compression Tests
& Thickness
$ 90.00
core
19
Coring Site Accessible - Does not include mobilization
charge, staging and /or scaffolding, (4" diameter or smaller,
6" thickness or less)
Compressive Strength of Concrete Cores (cores provided by
others )
$ 65.00
core
Grout Cubes
20
Making &, Compression Tests of 2" Cubes from Job Site
set of 3
$ 85.00
set
Concrete Cylinders
21
Making & Compression Tests of 6" x 12" Cylinders
(Slump Test included)
$ 85.00
set of 4
22
Compression Tests of 6" x 12" Cylinders
$ 22.00
each
23
Extra Slump Tests
$ 15.00
each
24
Air Content Tests
$ 15.00
each
Concrete Design Mixes
25 .
Concrete Design Mixes (including standard aggregate tests
& one trial batch with 6 compression test cylinders)
$ 1,900.00
each
26
Brush/Loss (for soil cement basis)
ASTM Durarock & pug mix
$ 1,400.00
each
27
Linear Shrinkage Tests of Concrete Block (ASTM 426)
$ 700.00
each
Concrete Ready Mix Plant or Job Inspection
$ 66.00
hour
Pre - Fabricated Panel Tests, ASTM or FHA
$ 66.00
hour
!'
Board of County Commissioners
WORK ORDER
SEMINOLE COUNTY, FLORIDA Work Ord Number:
Master Agreement No.: Dated:
Contract Title:
Proj ect T it l e: _ -- - - --
Consultant:
Address:
ATTACHMENTS TO THIS WORK ORDER: METHOD OF COMPENSATION:
[ ] drawings /plans /specifications (] fixed fee basis
[ ] scope of services [) time basis- not -to- exceed
[ ] special conditions [) time basis - limitation of funds
TIME FOR COMPLETION: The services to be provided by the CONTRACTOR shall commence upon execution of
this Agreement by the parties and shall be completed within ' (days, months, yars) of the effective date of
this agreement. Failure to meet the completion date may be grounds for Termination for Default.
Work Order Amount: DOLLARS ($ )
IN WITNESS WHEREOF, the parties hereto have made and executed this Work Order on this day of
20 for the purposes stated herein. ffMSOCTMToBECOMPUMBYflECOl1NrY)
By:
Secretary , President
(CORPORATE SEAL) Date:
BOARD OF COUNTY COMMISSIONERS
SEMINOLE COUNTY, FLORIDA
WITNESSES:
By:
(contracts An*st, profit name) , Contracts Supervisor
Date:
(Contracts Analyst, print name)
As authorized by Section 330.3, Seminole
County Administrative Code.
Work Order — Contracts, Rev 2 11/10/03
Page 1 of 3
County Attorney
WORK ORDER
TERMS AND CONDITIONS
EXHIBIT `B"
a) Execution of this Work Order by the COUNTY shall serve as authorization for the CONSULTANT to
provide, for the stated project, professional services as set out in the Scope of Services attached as
Exhibit "A" to the Master Agreement cited on the face of this Work Order and as further delineated In
the attachments listed on this Work Order.
b) Term: This work order shall take effect on the date of Its execution by the County and expires upon
final delivery, Inspection, acceptance and payment unless terminated earlier In accordance with the
Termination provisions herein.
c) The CONSULTANT shall provide said services pursuant to this Work Order, its Attachments, and the
cited Master Agreement (as amended, if applicable) which is incorporated herein by reference as if it
had been set out in its entirety.
d) Whenever the Work Order conflicts with the cited Master Agreement, the Master Agreement shall
prevail.
e) METHOD OF COMPENSATION - If the compensation Is based on a:
(i) FD(ED FEE BASIS, then the Work Order Amount becomes the Fixed Fee Amount and the
CONSULTANT shall perform ail work required by this Work Order for the Fixed Fee Amount.
The Fixed Fee Is an all- incluslve Firm Fixed Price binding the CONSULTANT to complete the
work for the Fixed Fee Amount regardless of the costs of performance. In no event shall
the CONSULTANT be paid more than the Fixed Fee Amount.
(ii) TIME BASIS WITH A NOT-TO-EXCEED AMOUNT, then the Work Order Amount becomes the
Not -to- Exceed Amount and the CONSULTANT shall perform all the work required by this
Work Order for a sum not exceeding the Not -to- Exceed Amount. In no event is the
CONSULTANT authorized to Incur expenses exceeding the not -to- exceed amount without
the express written. consent of the COUNTY. Such consent will normally be in the form of
an amendment to this Work Order. The CONSULTANTS compensation shall be based on
the actual work required by this Work Order and the Labor Hour states established in the
Master Agreement.
(iii) TIME BASIS WITH A LIMTfATION OF FUNDS AMOUNT, then the Work Order Amount
becomes the Limitation of Funds amount and the CONSULTANT Is not authorized to exceed
the Limitation of Funds amount without prior written approval of the COUNTY. Such
approval, if given by the COUNTY, shall indicate a new Limitation of Funds amount. The
CONSULTANT shall advise the COUNTY whenever the CONSULTANT has incurred expenses
on this Work Order that equals or exceeds eighty percent (80%) of the Limitation of Funds
amount. The CONSULTANT's compensation shall be based on the actual work required by
this Work Order and the Labor Hour !fates established in the Master Agreement.
f) Payment to the CONSULTANT shall be made by the COUNTY in strict accordance with the payment
terms of the referenced Master Agreement.
g) It is expressly understood by the CONSULTANT that this Work Order, until executed by the COUNTY,
does not authorize the performance of any services by the CONSULTANT and that the COUNT(, prior to
its execution of the Work Order, reserves the right to authorize a party other than the CONSULTANT to
perform the services called for under this Work Order; If it is determined that to do so is in the best
Interest of the COUNT(.
Work Order — contracts, Rev 2 11/10(03
Page 2 of 3
EXHIBIT "B
h) The CONSULTANT shall sign the Work Order first and the COUNTY second. This Work Order becomes
effective and binding upon execution by the COUNTY and not until then. A copy of this Work Order will
be forwarded to the CONSULTANT upon execution by the COUNTY.
Work Order — Contracts, Rev 2 11/10/03
Page 3 of 3