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1412 Environmental Research & Design Piggyback, 7 CITY MANAGER'S OFFICE TRANSMITTAL To: City Clerk M RE: Request for Services MEMORANDUM q1 �P )'�J?/ The item(s) noted below is /are attached and forwarded to your office ❑ Ordinance ❑ Resolution Mayor's signature Recording ❑ Rendering eep r s mete tion Wr Once completed, please: Return original ❑ Return copy El Please advise if you have any questions regarding the above. Thank you! From: � � #4000' %M Lir the following action(s): q • Date: - r� <`r r ri iL� r 4 DOCUMENT APPROVAL w =1 f: Contract/Agreement Name: Environmental Research & Design, Inc Contract- 1 g Piggy Back Contract with Seminole County Agreement PS- 2051 -07BHJ Approval: Pu asing T6fa'nager Date Finance Director A tt o rn e y City , �s1��lu Date Date Water Quality Engineering ENVIRONMENTAL RESEARCH & DESIGN, INC. ENGINEERING • SCIENCE • CHEMISTRY • RESEARCH 3419 TRENTWOOD BLVD. • SUITE 102.ORLANDO, FL 32812 TELEPHONE: 407 - 855 -9465 • FAX: 407 - 826-0419 LETTER OF TRANSMITTAL TO: MarisolOrdonez DATE: 8/26/11 Purchasing Technician City of Sanford JOB NO.: N/A 300 N. Park Avenue Sanford, FL 32771 RE: Piggyback Contract METHOD OF TRANSMITTAL: [X] Mail [ ] Hand - Delivered [ ] Federal Express /Overnight Mail [ ] Held for Pick -Up ATTACHED, PLEASE FIND THE FOLLOWING: COPIES DESCRIPTION 2 Environmental Research & Design, Inc. Piggyback Contract (signed) TRANSMITTED AS CHECKED BELOW: [ ] For Approval [ ] Approved as Submitted [X] As Requested [ ] Approved as Noted [ ] For Your Use [ ] Returned for Corrections [ ] For Review & Comment [ ] Sign and Return to ERD [ ] Resubmit for Approval (_ copies) [ ] Submit for Distribution (_ copies) [ ] Return Corrected Prints (_ copies) [ ] Returning After Loan to ERD REMARKS: COPY TO: SIGNED: NAME: Sharon H. Darling TITLE: Administrative Assistant c: 1 I� m. Environmental Research And Design, Inc, Piaayback Contract 4; t' The City of Sanford ( "City") enters this "Piggyback" Contract with Environmental i= Research And Design, Inc. (hereinafter referred to as the "Vendor"), under the terms r,.,.. and conditions hereinafter provided. The City and the Vendor agree as follows: r" 1. The Purchasing Policy for the City of Sanford allows for "piggybacking" . contracts. Pursuant to this procedure, the City is allowed to piggyback an existing government contract, and there is no need to obtain formal or informal quotations, proposals or bids. The parties agree that the Vendor has entered a contract with Seminole County, said contract being identified as "Continuing Professional Lake Management Agreement (PS 2051- 07 /BHJ)" (said original contract being referred to as the "original government contract"). 2. The original government contract is incorporated herein by reference and is attached as Exhibit "A" to this contract. All of the terms and conditions set out in the original government contract are fully binding on the parties and said terms and conditions are incorporated herein. 3. Notwithstanding the requirement that the original government contract is fully binding on the parties, the parties have agreed to modify certain technical provisions of the original, government contract as applied to this Contract between the Vendor and the City, as follows:, a) Time Period ( "Term ") of this Contract: (state N/A if this is not applicable). N /A. b) Insurance Requirements of this Contract: (state N/A if this is not applicable). N /A. 1 c) Any other provisions of the original government contract that will be modified: (state N/A if this is not applicable). N /A. d) Address change for the City: Notwithstanding the address and contact information for the government entity as set out in the original government contract, the Vendor agrees that he /she /it shall send notices, invoices and shall conduct all business with the City to the attention of City Manager, at: City of Sanford, 300 North Park Avenue; Sanford, Florida 32771. The City Manager's designated representative for this Contract is Bilal Iftikhar, P.E., Public Works Director, City of Sanford, 300 North Park Avenue; Sanford, Florida 32771, telephone number (407) 688 -5000 (Extension 5421) and whose e-mail address is BILAL.IFTIKHAR@Sanfordfl.gov. e) Notwithstanding anything in the original government contract to the contrary, the venue of any dispute will be in Seminole County, Florida. Litigation between the parties arising out of this Contract shall be in Seminole County, Florida in the Court of appropriate jurisdiction. The law of Florida shall control any dispute between the parties arising out of or related to this Contract, the performance thereof or any products or services delivered pursuant to such Contract. f) Notwithstanding any other provision in the original government contract to the contrary, there shall be no arbitration with respect to any dispute between the parties arising out of this Contract. Dispute resolution shall be through voluntary and non - binding mediation, negotiation or litigation in the court of appropriate jurisdiction in Seminole County, Florida, with the parties bearing the 2 costs of their own legal fees with respect to any dispute resolution, including litigation. g) All other provisions in the original government contract are fully binding on the parties and will represent the agreement between the City and the Vendor. Entered this day of A , 2011. Attest. Wendy W. H per Secretary Attest: Approved as to form and legal s Environmental Research And Design, Inc., a Florida corporation. B 1� Harvey H. Har, r, III President Date: �912-�; -� —� City Of Sanford I -, M--w ' d AN UM 3 Exhibit "A" [Attach original government contract] EXffiBTT C .. N E��� r U�if Iri � r �!1T1GYlri ?1 ENVIRONMENTAL RESEARCH & DESIGN, INC. ENGINEERING ■ SCIENCE s CHEMISTRY a RESEARCH 3419 TRENTWOOD BLVD. r SUITE 102 ■ ORLANDO, FL 32812 TELEPHONE: 407 - 855 -9465 ■ FAX: 407 - 826-0419 ERD Hourly Rate Fee Schedule (Year 1) Project Director 51.15 60 81.84 132.99 11 14.63 147.62 Project Manager 46.73 60 74.77 121.50 11 13.36 134.86 Senior Project Engineer 31.97 60 51.15 83.12 11 9.14 92.26 Draftsman /Designer 20.47 60 32.75 53.22 11 5.85 59.08 Lab Director 25.10 60 40.17 65.27 11 7.18 72.45 Assistant Lab Director 18.75 60 30.00 .48.75 11 5.36 54.12 Limnolo ist 19.95 60 31.92 51.87 11 5.71 57.57 Field Technician 17.39 60 27.83 45.22 11 4.97 50.19 Field Supervisor 18.67 60 29.87 48.54 11 5.34 53.88 Chemist 18.39 60 29.43 47.82 1 11 5.26 53.08 Lab Technician 15.35 60 24.55 39.90 .11 4.39 44.29 Clerical 15.86 60 25.37 41.23 11 1 4.53 45.76 DOC \SEMFNOLE COUNTY FEE SCHEDULES -PAGE I WORK ORDER TERMS AND CONDITIONS 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: (1) FIXED FEE BASIS, then the Work Order Amount becomes the Fixed Fee Amount and the CONSULTANT shall perform all work required by this Work Order for the Fixed Fee Amount, The Fixed Fee Is an ail - inclusive 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. (il) 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 €or 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 CONSULTAN rs compensation shall be based on the actual work required by this Work Order and the Labor Hour Rates established in the Master Agreement. (iii) TIME BASIS WITH A LIMITATION 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 CONSULTAN - rs compensation shall be based on the actual work required by this Work Order and the Labor Hour Rates established in the Master Agreement. 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 COUNTY, 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 COUNTY. 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 4161137 Page 2 of 2 Board of County Commissioners WORK ORDER SEMINOLE COUNTY _FLORIDA Work Order Number: Master Agreement No.: Dated: Contract Title: Project Title: Consultant: Address: ATTACHMENTS TO THIS WORK ORDER: ( ] drawings /plans /specifications [ ] scope of services ] special conditions C] METHOD OF COMPENSATION: [ ] fixed fee basis [ ] time basis-not-to-exceed [ ] time basis - limitation of funds TIME FOR COMPLETION: The services to be provided by the CONSULTANT shall commence upon execution of this Agreement by the parties and shall be completed within ""X* (dates, months, years) of the effective date of this agreement. Failure to meet the completion date may be grounds for Termination for Default, Work Order Amount: DOLLARS J IN WITNESS WHEREOF, the parties hereto have made and executed this Work Order on this day of 20___ for the purposes stated herein. er ATTEM , Secretary By: President (CORPORATE SEAL) Date: BOARD OF COUNTY COMMISSIONERS SEMINOLE COUNTY, FLORIDA WITNESSES: By: (Procurement Analyst) (Procurement Analyst) Oc #- Work Order — CmraM Rev 4/6107 Pap 1 01`2 Robert L. Hunter, Procurement Supervisor Date: As authorized by Section 8.153 Seminole County Administrative Code. ON # of the SCLMP, scheduling public meeting(s) to disseminate the SCLMP's recommendations to the lakefront residents, coordination /scheduling with SCLMP vendors on all contracted lake restoration activities (mechanical, herbicidal, etc.), schedule and perform site inspection /supervision of contracted work. Close coordination shall include but not limit to the following: Seminole County MSBU Program, Seminole County Subdivision Rehabilitation Program, lake resident associations, and Florida Department of Environmental Protection Bureau of Aquatic Plant Management. Consultant may provide any additional services requested by the SCLMP that are related to the SCLMP and/or Water Quality Program. PAOPM- COWINUING MOMS$MNAL LAKE MANAGEMEM SSAVICSS PAGE 4 response to proposed BMPs. 13. Gib Sargir As directed by SCLMP, consultants may provide GIS services related to lake and watershed management projects. These services may include mapping and delineation of watersheds, delineation of municipal jurisdictions and associated cost -share contribution, characterization of soils, land use, vegetation types, topography, and other GIS services as directed by SCLMP. 14, Develament of Management Plane Consultants may develop lake and watershed management plans to achieve specific water quality goals. These management plans may address the existing nutrient/pollutant sources impacting water quality and provide recommendations for activities for both structural and non - structural activities to improve water quality characteristics. 15. Ni runt, AhatpmenteYirm Consultants may provide nutrient abatement services as requested by SCLMP which may include evaluation of sediment recycling, evaluation of groundwater seepage, determination of chemical requirements for sediment inactivation, application of liquid alum or other coagulants to achieve nutrient inactivation or abatement, and other services as directed by SCLNIP. 16. Da" Analysis Consultants may perform data analysis on data sets generated by consultant or provided by SCLMP. These services will include establishment of an appropriate database, statistical evaluations of the data, trend analyses, analysis of variance, simple descriptive statistics, nonparametric statistics, generation of both tabular and graphical data formats, and generation of conclusions regarding the data. 17. Hoort E atllan Consultants may provide both draft and final reports related to any activities performed during the Scope of Services. 18. biblie P_resentafum : As directed by SCL IP, consultants may provide public presentations of the results of work efforts assigned by SCLMP. These public presentations may be to homeowners groups, stakeholders, governmental agencies, the Seminole County Board of County Commissioners, or other forum designated by SCLMP- 19. Cmd'Irt Inye,- gfagnt`on for 1+,,9 anti .MNI J- RpUnirementc As directed by SCLWIP, consultants may conduct Field investigations, identify stormsewer and watershed delineations, perform data review, conduct pollutant loading calculations, develop, water quality models, and other services necessary to support NPDES and TMDL requirements. 20. ., As directed by SCLMP, consultants may conduct restoration activities including but not limited to dredging, aquatic plant harvesting etc. within a designated waterbody. These restoration activities may be conducted using a SCLM approved sub - contractor, with the consultant providing oversight, 21, pmjpet Mana me t . e res: Consultant shall coordinate and schedule all activities on the behalf of SCLMP to provide various project management activities related to in -lake restorations. Project management includes but is not limited to obtaining necessary support documents and permits (dredge, herbicide, grass carp, ERPs, etc.) on the behalf PROPS%3C -W TINUING PROFMIONAL LAKE MANAGEMENT SrAVICO PAGE 5 professionally acceptable modeling and evaluation techniques. S. Land ITse.Analysia, Consultants may perform evaluations related to the analysis of various land use types and associated nutrient and pollutant loadings. These evaluations and analyses may be based upon field monitoring or desktop studies. 6. Export Tmf'limwY.- At the request of SCLW, consultants will provide expert testimony related to any of the potential activities outlined in this Scope of "Work. 7. &milling: At the request of SCLUP, consultants will perform sampling services related to collection and analysis of surface water samples, stormwater samples, baseflow samples, groundwater seepage, sediment samples, soils, shallow groundwater, benthic macroinvertebrates, zooplankton, algae, aquatic macrophytes, bacteria, bulls precipitation, and other sampling activities as directed by SCLW. These sampling activities may include installation and monitoring of field equipment and subsequent laboratory analyses for selected parameters. S. t. mnalogyMimnales iol llnYegigation& As directed by SCLMP, consultants will perform limnological investigations to address specific issues related to aquatic ecosystems or for purposes of routine data collection. These investigations may include collection and analysis of water samples, sediments, soils, shallow groundwater, groundwater seepage, benthic marzoinvertebrates, algae, bacteria, zooplankton, or other parameters as directed by SCLW. Work efforts performed will include field collection activities, set -up and maintenance of appropriate monitoring equipment, collection of in -situ data using submersible water quality monitors, Secchi disk measurements, measurement of photosynthetic active radiation (PAR), flow monitoring, development of water quality or predictive models, and any other measurements necessary to accomplish the goals of the study. 9. VWand Rwlaradcm Consultants will perform evaluations related to wetland restoration with respect to waxer quality improvements. These services may include evaluation and establishment of hydroperiods• for wetlands, collection and analysis of field samples, evaluation of wetland hydrology, and nutrient dynamics within wetlands. 10. Designs of BM a : Consultants may provide services related to the conceptual and final design for BMPs to achieve specified water quality goals. The BNiPs will be selected based upon site conditions, nutrients /pollutants of concern, and anticipated performance efficiency. Design phase services may also include bidding assistance and construction observation and management. 11. Mapping Services As directed by SCLW, consultants may perform mapping services related to establishment of vegetative communities within lakes, bathymetric maps, sediment or muck depth bathymetry, mapping and delineation of watersheds and sub - basins, identification and mapping of land use within watersheds, mapping of soil types, wetland areas, and other mapping services as directed by SCLNT. 12. Consultants may develop lake water duality or predictive models to evaluate lake response to nutrient/pollutant inputs or evaluate water quality MOPMOCO"NUINQ PPOFMTONAL LAKE MANAGEMENT SMVICES PALS 2 SE1V w%E4 COUNTY CO, t C PROFESSIONAL LAKE MA.NAGEM SERVICES EXHIBIT A: SCOPE OF SERVICES This Scope of Services outlines potential work efforts to be performed by consultants for the Seminole County Take Management program (SCLW) related to lake management and water quality services. Details of potential projects and services are outlined below. Po nil nr F l pe_Ve1W=ent of Hor&Wc and bb rient_Rndzets As directed by SCLMP, consultants will perform all engineering, field, and laboratory services necessary to develop nutrient and hydrologic budgets for selected lakes. Evaluation of hydrologic inputs and losses may be performed for direct precipitation, stormwater runoff, shallow groundwater seepage, deep groundwater recharge, flow between interconnected lakes, evaporation, and any other potential inputs or losses which may affect the evaluated lake. These hydrologic inputs and losses may be evaluated directly using field measurements and studies or may be estimated based upon accepted modeling or other types of evaluation techniques. Evaluation of nutrient/pollutant budgets may include inputs and losses from bulk precipitation, groundwater seepage, deep groundwater, runoff inputs, internal recycling, flow between interconnected lakes, and any other significant nutrient/pollutant inputs or losses. The inputs and losses may be evaluated based upon field measurements or using professionally accepted evaluation techniques. 2. g�Mp F,yf1li)gti0_ns Consultants may perform field or desktop evaluations of the performance efficiency of selected $MPs. These evaluations may include a review of the engineering details of the BMP to be evaluated; set-up and maintenance of stormwater collection and hydrologic monitoring equipment; installation and monitoring of shallow groundwater wells; collection and analysis of water,. sediment, or soil samples; data evaluation; literature reviews; evaluation of new products, and other types of information necessary to assist in establishing the performance efficiency of the selected BMp. 3. N111 UjgnJ Ansly sis Consultants may perform evaluations of nutrient loadings from identified sources, including collection of precipitation, groundwater, surface water, stormwater, baseflow, sediment, or soil samples, and associated laboratory analyses to achieve the study objectives. 4. Fctimatign o f �• parlingc : Consultants may perform both field and desktop studies to estimate nutrient and pollptant loadings generated . by identified land use types or areas. Field evaluations may be performed which would include set -up and monitoring of collection equipment, collection of hydrologic data; and laboratory analyses for selected parameters. Desktop studies may also be performed to estimate loadings using M0PSM'r- 0=NVlN0 MOMS10NAL LAK$ MANAOBMBNT SMVICO rACe i IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date below written for execution by COUNTY. ATTEST: INC. Y W. H ER, Secrete (CORPORA'T'E SEAL) ATTEST: ORSE Cl k 'o the Board of County Commissioners of Seminole County, Florida. For use and reliance of Seminole County only. Approved as to form and legal su&fici Cou ttorney Attachments: Exhibit " A " Exhibit "B" Exhibit "C" ENVIRONMENTAL RESEARCH & DESIGN, By: , HARVEY H. TPER, III, preidident Date : _ 1 . 0 7 1 I BOARD OF COUNTY COMMISSIONERS SEMINOLE COUNTY, FLORIDA By: CARLTON HENLEY, Chai n Date: //-- e - 4 `7 , As authorized for execution by A the Board of County Commissioners ; their � TbBr1t. 9 200-7 regular meeting. - Scope of Services -- Sample Work Order - Rate Schedule AEGjjr 09/07/07 P: \Users \jroyal \Purchasing 2007 \Agreements \PS - 2051 -07- Environmental Research.doc PS- 2051- 071BHJ Environmental Research & Design, Inc. Page 19 of 19 SECTION 28. COMPLIANCE WITH LAWS AND REGULATIONS. In providing all services pursuant to this Agreement, CONSULTANT shall abide by all statutes, ordinances, rules, and regulations pertaining to or regulating the provisions of such services, including those now in effect and hereafter adopted. Any violation of said statutes, ordinances, rules, or regulations shall constitute a material breach of this Agreement and shall entitle COUNTY to terminate this Agreement immediately upon delivery of written notice of termination to 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, return receipt requested, addressed to the party for whom it is intended at the place last specified. 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 t present, the parties designate the following s the respective place of notice, to -wit: g p For COUNTY: Public Works 520 W. Lake Mary Blvd., *200 Sanford, FL 32773 For CONSULTANT: Environmental Research & Design, Inc. 3419 Trentwood Blvd., Ste. 102 Orlando, FL 32812 SECTION 30. RIGHTS AT LAW RETAINED. The rights and remedies of COUNTY, provided for under this Agreement, are in addition and supple- mental to any other rights and remedies provided by law. (End of agreement - Signature Page Follows) PS- 2051- 07 /BHJ Environmental Research & Design, Inc. Page 18 of 19 SECTION 23. MODIFICATIONS, AMENDMEMS 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. 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 CONSULTANT (including its .officers, employ- ees, and agents)an agent, representative, or employee of COUNTY for any purpose, or in any manner, whatsoever. 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 CONSULTANT in the performance of services and functions pursuant to this Agreement shall have no claim to pension, wor,]#ers' compensation, unemployment com- pensation, civil service, or othe•� _ oyee rights or privileges granted to COUNTY's officers and employees either by operation of law or by COUNTY. SECTION 26. SERVICES NOT PROVIDED FOR. No claim for services furnished by CONSULTANT not specifically provided for herein shall be honored by 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 1, 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. PS- 2051- 07 /13HJ Environmental Research & Design, Inc. Page 17 of 19 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. SECTION 21. REPRESENTATIVES OF COUNTY AND CONSULTANT- (a) It is recognized that questions in the day -to -day conduct of performance pursuant to this Agreement will arise. COUNTY, upon request by CONSULTANT, shall designate in writing and shall advise CONSULTANT in writing of one (1) or more of its employees to whom all communications pertaining to the day -to -day conduct of this Agreement shall be ad- dressed. The designated representative shall have the authority to transmit instructions, receive information, and interpret and define COUNTY's policy and decisions pertinent to the work covered by this Agreement. (b) CONSULTANT shall at all Hi.mes during the normal work week designate or appoint one or morea Mesentatives of CONSULTANT who are authorized to act on behalf of and bind CONSULTANT regarding all matters involving the conduct of the performance pursuant to this Agreement and shall keep COUNTY continually and effectively advised of such designa- tion. 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. PS- 2051- 07 /BHJ Environmental Research & Design, Inc. Page 16 of 19 or self - insurance maintained by COUNTY or COUNTY's officials, officers, or employees shall be in excess of and not contributing to the insurance provided by or on behalf of 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- sional Liability insurance policy must be on an occurrence basis or claims -made basis. 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 CONSULTANT, its employees, or its agents of liability from any obligation under a Section or any other portions of this Agreement. SECTION 20. ALTERNATIVE DI S 14MSOLUTION. (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 COUNTY protest procedures set forth 'in subsection (a) above of which CONSULTANT had knowledge and failed to present during 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 PS- 2051- 07 /BHJ Environmental Research & Design, Inc. Page 15 of 19 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: $ 500,000.00 (Each Accident) $1,000,000.00 (Disease- Policy Limit) $ 500,000.00 (Disease -Each Employee) (2) Commercial General Liability. (A) CONSULTANT's insurance shall cover 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 att gbment of restrictive endorsements other than the elimination of Co ge C, Medical Payment, and the elimination of coverage for Fire Damage Legal Liability. (B) The minimum limits to be maintained by CONSULTANT (inclusive of any amounts provided by an Umbrella or Excess policy) shall be as follows: General Aggregate Personal & Advertising Injury Limit Each Occurrence Limit LIMITS Three (3) Times the Each - Occurrence Limit $1,000,000.00 $1,000,000.00 (3) Professional Liability Insurance CONSULTANT shall carry professional liability insurance with limits of not less than ONE MILLION AND NO /100 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 PS- 2051- 07 /BHJ Environmental Research & Design, Inc. Page 14 of 19 circumstance, immediately notify 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 CONSULTANT has replaced the unacceptable insurer with an insurer acceptable to COUNTY, CONSULTANT shall be deemed to be in default of this Agreement. (c) SPECIFICATIONS Without limiting any of the other obliga- tions or liability of CONSULTANT, CONSULTANT shall, at its 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 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' Compensa .6 loyer's Liability (A) CONSULTANT's insurance shall cover 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. 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 employ- ees. The minimum required limits to be provided by both CONSULTANT and its subcontractors are outlined in subsection (c) below. In addition to coverage for the Florida Workers' Compensation 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 PS- 2051- 07 /BHJ Environmental Research & Design, Inc. Page 13 of 19 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 COUNTY, CONSULTANT shall, within thirty (30) days after receipt of the request, provide COUNTY with a certified copy of each of the policies of insurance providing the coverage required by this Section. (4) Neither approval by COUNTY nor failure to disapprove the insurance furnished by a CONSULTANT shall relieve CONSULTANT of its full responsibility for performance of any obligation including CONSULTANT's 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 i icies (other than Workers' Compen- sation) must be authorized to co 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: (i) lose its Certificate of Authority; (ii) no longer comply with Section 440.57, Florida Statutes; or (iii) fail to maintain the requisite Best's Rating and Financial Size Category, CONSULTANT shall, as soon as CONSULTANT has knowledge of any such PS-- 2051 -07 /BHA' Environmental Research & Design, Inc. Page 12 of 19 the services of subcontractors or other professional associates. SECTXON 18. INDEMNIFICATION OF COUNTY. CONSULTANT agrees to hold harmless, replace, and indemnify COUNTY, its commissioners, officers, employees, and agents against any and all claim, losses, damages or lawsuits for damages, arising from the negligent, reckless, or inten- tionally wrongful provision of services hereunder by CONSULTANT, whether caused by CONSULTANT or otherwise. SECTION 19. INSURANCE. (a) GENERAL. CONSULTANT shall at its own cost procure the insurance required under this Section. (1) CONSULTANT shall furnish. COUNTY with a Certificate of Insurance signed by an authorized representative of the insurer evidenc- ing the insurance required by this Section (Professional Liability, Workers' Compensation /Employer's Liability and Commercial General Liability). COUNTY, its officiallsl officers, and employees shall be named additional insured under tLUlercial General Liability policy. The Certificate of Insurance shall provide that 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 CONSULTANT, CONSULTANT shall provide COUNTY with a renewal or replacement Certificate of Insurance not less than thirty (30) days before expiration 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, CONSULTANT shall (at the option of COUNTY) submit a sworn notarized statement from an authorized represen- tative of the insurer that the Certificate is being provided in accor- dance with the Agreement and that the insurance is in full compliance PS- 2051- 07 /BHJ Environmental Research & Design, Inc. Page 11 of 19 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) 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 COUNTY. (b) 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. (c) In the event that CONSUL ' causes or in any way promotes or g encoura es a COUNTY officer, empl� or agent to violate Chapter 112, Florida Statutes, COUNTY shall have the right to terminate this Agree- ment. SECTION 16. ASSIGMMNT. 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 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, CONSULTANT must first secure the prior express written approval of COUNTY. If subcontractors or other professional associates are required in connection with the services covered by this Agreement, CONSULTANT shall remain fully responsible for PS- 2051- 07 /BHLT Environmental Research & Design, Inc. Page 10 of 19 (d) If after notice of termination for failure to fulfill its Agreement obligations it is determined that CONSULTANT had not so failed, the termination shall be conclusively deemed to have been effected for the convenience of 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 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. AGREEMENT 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 EMPLO7V1ENT. CONSULTANT agrees that it will not discriminate against any employee or applicant for employ- ment for work under this Agreemeq bbecause of race, color, religion, sex, age, disability, or national Uillhl in and will take steps to ensure that applicants are employed, and employees are treated during employ- ment, without regard to race, color, religion, sex, age, disability, 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 apprenticeship. . SECTION 14. NO CONTINGENT FEES. CONSULTANT warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for 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 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, COUNTY PS- 2051- 07 /BHJ Environmental Research & Design, Inc. Page 9 of 19 notice, CONSULTANT shall: (1) immediately discontinue all services affected unless the notice directs otherwise; and (2) deliver to COUNTY all data, drawings, specifications, reports, estimates, summaries, and any and all such other information and materials of whatever type or nature as may have been accumulated by CONSULTANT in performing this Agreement, whether completed or in process. (b) if the termination is for the convenience of COUNTY, 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, 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 COUNTY, contemplated by this Agreement. (c) If the termination is 1�n� to the failure of CONSULTANT to fulfill its Agreement obligations, COUNTY may take over the work and prosecute the same to completion by other Agreements or otherwise. In such case, CONSULTANT shall be liable to COUNTY for all reasonable additional costs occasioned to COUNTY thereby. CONSULTANT shall not be liable for such additional costs if the failure to perform the Agreement arises without any fault or negligence of CONSULTANT; provided, however, that 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 COUNTY in its sovereign 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 CONSULTANT. PS- 2051- 07 /BHJ Environmental Research & Design, Inc. Page 8 of 19 SECTION 9. RESPONSIBILITIES OF CONSULTANT. (a) CONSULTANT shall be responsible for the professional quality, technical accuracy, competence, methodology, accuracy, and the coordina- tion 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 CONSULTANT under this Agreement. 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 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 performar,� of this Agreement; and CONSULTANT shall be and always remain liable6ilUNTY in accordance with applica- ble law for any and all damages to COUNTY caused by CONSULTANT's negligent or wrongful performance of any of the services furnished under this Agreement. SECTION 10. OWNERSHIP OF DOCUMENTS. All deliverable analysis, reference data, survey data, plans, and reports or any other form of written instrument or document that may result from CONSULTANT's services or have been created during the course of CONSULTANT's perform- ance under this Agreement shall become the property of COUNTY after final payment is made to CONSULTANT. SECTION 11. TERMINATION. (a) COUNTY may, by written notice to CONSULTANT, terminate this Agreement or any Work Order issued hereunder, in whole or in part, at any time, either for COUNTY's convenience or because of the failure of CONSULTANT to fulfill its Agreement obligations. Upon receipt of such PS- 2051- 07 /BHJ Environmental Research & Design, Inc. Page 7 of 19 of CONSULTANT after final payment to support final payment hereunder. This audit would be performed at a time mutually agreeable to CONSULTANT and COUNTY subsequent to the close of the final fiscal period in which the last work is performed. Total compensation to CONSULTANT may be determined subsequent to an audit as provided for in subsections (b) and (c) of this Section, and the total compensation so determined shall be used to calculate final payment to 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 CONSULTANT which are directly pertinent to work performed under this Agreement for purposes of making audit, examina- tion, excerpts, and transcription (d) CONSULTANT agrees to maintain all books, documents, papers, accounting records, and other evidence 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 CONSULT - ANT's 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 COUNTY under the terms of the Agreement, CONSULTANT shall refund such overpayment to COUNTY within thirty (30) days of notice by COUNTY. PS-2051- 07 /BHJ Environmental Research & Design, Inc. Page 6 of 19 portion thereof. (g) For Work Orders issued on a Time Basis Method with a Limita- tion of Funds amount, CONSULTANT may invoice the amount due for services actually performed and completed. COUNTY shall pay 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 COUNTY to CONSULTANT when requested as work progresses for services furnished, but not more than once monthly. Each Work Order shall be invoiced separately. At the close of each calendar month, CONSULTANT shall render to COUNTY a properly dated itemized invoice describing. any services rendered, the cost of the services, the name and address of 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 CouAt g mmissioners Post Office Box 8080 Sanford, Florida 32772 Two (2) copies of the invoice shall be sent to: Public Works 520 W. Lake Mazy Blvd., 0200 Sanford, FL 32773 (i) Payment shall be made after review and approval by COUNTY within thirty (30) days of receipt of a proper,invoice from CONSULTANT. SECTION 8. GENERAL TERMS OF PAYMENT AND BILLING. (a) Upon satisfactory completion of work required hereunder and upon acceptance of the work by COUNTY, CONSULTANT may invoice 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 COUNTY. COUNTY shall pay CONSULTANT within thirty (30) days of receipt of proper invoice. (b) COUNTY may perform or have performed an audit of the records PS- 2051- 07 /BHJ Environmental Research & Design, Inc. Page 5 of 19 all work required by the Work Order, but in no event shall 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. CONSULTANT is not authorized to exceed that amount without the prior written approval of COUNTY. Said approval, if given by COUNTY, shall indicate a new Limitation of Funds amount. CONSULTANT shall advise COUNTY whenever 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, 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 f the Fixed Fee amount equal to a percentage of the total services � Ily completed. COUNTY shall pay 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, 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. COUNTY shall pay CONSULTANT 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 COUNTY determines that work is substantially complete and the amount retained is considered to be in excess, COUNTY may, at its sole and absolute discretion, release the retainage or any PS- 2051- 07 /BHJ Environmental Research & Design, Inc. Page 4 of 19 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 5. REI 0URSASLE 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 CONSULTANT, its employees, or its 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 1120 7) and (8), Florida Statutes, or its successor; long distance cal 114. aid for d telegrams; and fees p 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 COUNTY, the cost of other expenditures made by CONSULTANT in the interest of the Project. SECTION 7. PAYMM 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 Basis. CONSULTANT shall perform all work required by the Work Order, but in no event shall 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, CONSULTANT shall perform PS- 2051- 07 /.BHJ Environmental Research & Design, Inc. Page 3 of 19 SECTION 2. TERM. This Agreement shall take effect on the date of its execution by COUNTY and shall run for a period, of five (5) year and, at the option of the parties, may be renewed for three (3) successive 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 CONSULTANT under this Agreement shall be in the form of written Work Orders issued and executed by COUNTY and signed by 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. ,e Work Orders will be issued under and shall incorporate the terms ofd Agreement. COUNTY makes no cov- enant or promise as to the number of available projects or that CONSULTANT will perform any project for COUNTY during the life of this Agreement. COUNTY reserves the right to contract with other parties for the services contemplated by this Agreement when it is determined by COUNTY to be in the best interest of COUNTY to do so. SECTION 4. TIME FOR COMPLETION. The services to be rendered by 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 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 include a negotiated schedule of incentives based on time savings. SECTIONS. COMPENSATION. COUNTY agrees to compensate CONSULTANT for the professional services called for under this Agreement on either PS- 2051- 07 /BHJ Environmental Research & Design, Inc. Page 2 of 19 CONTINUING PROFESSIONAL LAKE MANAGEMENT SERVICES AGREEMENT (PS- 2051- 07 /BHa) THIS AG is made and entered into this day of )2OL O ! - 22 20 -Q, by and between ENVIRONMENTAL RESEARCH & DESIGN, INC., duly authorized to conduct business in the State of Florida, whose address is 3419 Trentwood Boulevard, Suite 102, Orlando, Florida 32812, hereinafter called "CONSULTANT" and SEMINOLE COUNTY, a Political subdivision of the State of Florida, whose address is Seminole County Services Building, 1101 East First Street, Sanford, Florida 32771, hereinafter called "COUNTY". W I T N E S S E T R: WHEREAS, COUNTY desires to 'retain the services of a competent and qualified CONSULTANT to provide professional lake management services on a continuing basis in Seminole County; and WkIEREAS, COUNTY has requested and received expressions of interest for the retention of services of n Itants; and WHEREAS, CONSULTANT is competent and qualified to furnish professional lake management services on a continuing basis to COUNTY and desires to provide professional services according to the terms and conditions stated herein, NOW, THEREFORE, in consideration of the mutual understandings and covenants set forth herein, COUNTY and CONSULTANT agree as follows: SECTION 1. SERVICES. COUNTY does hereby retain 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 COUNTY to place any orders for work. CERTIFIED .COPY MARYANNE MORSE CI.ERK`OI: CIRCUIT COURT PS- 2051- 07 /BHJ Z;;Environmental Research & Design, Inc. Page 1 of 19 a