809-Andreyev EngineeringPROFESSIONAL GEOTECHNICAL, ENVIRONMENTAL AND CONSTRUCTION MATERIALS
THIS AGREEMENT is made and entered into t day of
between
State of Florida, whose address is
,~by
duly authorized to conduct business in the
/'oS' ~C~STLI/4E i~-O&.~ SkdFOrr,.~ FZ.,9,1i~12>Pc ..~Z771
, hereinaf'ter called the
"CONSULTANT" and THE CITY of SANFORD, a municipal corporation of the State of Florida, whose
physical address is City Hall, 300 N. Park Avenue, Sanford, Florida 32771, hereinm°ter called the "CITY."
WITNESSETH:
WHEREAS, the CITY desires to retain the services of a competent and qualified consultant to provide
Cveotechnieal, Environmental and Construction Materials Inspection and Testing Services in Sanford; and
WItEREAS, the CITY has requested and received expressions of interest for the retention of services of
consultants; and
W~REAS, the CONSULTANT is competent and qualified to famish Geetechnical, Environmental and
Construction Materials Inspection and Testing Services to the CITY 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, the
CITY and the CONSULTANT agree as follows:
SECTION 1. SERVICES. The CITY 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 "~' and made a part
hereof. Required services shall be spec'tfically 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 the CITY to place any orders for work.
SECTION 2. TERM. This Agreement shall take effect on the date of its execution by the CITY and shall
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mn for a period of one (1) year and, at the sole option of CiTy, may be renewed annually thereafter for a period of
up to three (3) years total. 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. AUTItOIlIZATION FOR SERVICES. Authorization for performance of professional
services by the CONSULTANT under this Agreement shall be in the form of written Work Orders issued and
executed by the CITY 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 CITY makes no covenant or promise as to the number of available projects nor that,
the CONSULTANT will perform any project for the CITY during the life of this Agreement. The CITY reserves
the right to contract with other parties for the services contemplated by this Agreement when it is determined by the
CITY to be in the best interest of the CITY 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 lime
specified therein~ In the event the' CITY determines that significant benefits would accrue from expediting an
otherwise established time schedule for completion of sewices under a given Work Order, that Work Order may
include a negotiated schedule of incentives based on time savings.
SECTION 5. COMPENSATION. The CITY 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." ffa Work Order is issued for a "Fixed Fee Basis," then the applicable
Work Order shall provide for no reimbursable expenses.
SECTION 6. REIMBURSABLE EXPENSES. If a Work Order is issued on a "Time Basis Method,"
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thin reimbursable expenses are in addition to the hourly rates. Reimbursable expenses are subject to the applicable
"Not-to-Exceed" or "Limitation ,of Funds" mount 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 112.
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 CITY, 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"-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 aNot-to-Exceed mount 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 CITY. Said approval, if given by the CITY, shall indicate a
new Limitation of Funds amount. The CONSULTANT shall advise the CITY whenever the CONSULTANT
has incurred expenses on any Work Order that equals or exceeds eighty percent (80%) of the Limitation of
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Ftinds amount.
(d) For Work Orders issued on a "Fixed Fee Basis," the CONSULTANT may invoice the mount 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 mount equal to a percentage of the total services actually
completed. The CITY shall pay the CONSULTANT ninety percent (90°,4) 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 mount due for actual work hours performed but, in no event, shall the invoice
mount exceed a percentage of the Not-to-Exceed mount equal to a percentage of the total sentices actually
completed. The CITY Shall pay the CONSULTANT ninety percent (90°,4) of the approved amount on Work Orders
issued on a "Time Basis Method" with a Not-to-Exceed mount.
(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 CITY determines that work is substantially complete
and the amount retained is considered to be in excess, the CITY 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 mount, the
CONSULTANT may invoice the amount due for services actually performed and completed. The CITY shall pay
the CONSULTANT one hundred percent (100°,4) of the approved amount ori work Orders issued on a "Time Basis
Method" with a Limitation of Funds amount.
(h) Payments shall be made by the CITY to the CONSULTANT when requested as work progresses for
services fumished, but not more than once monthly. Each Work Order shall be invoiced separately. CONSULTANT
shall render to CITY, 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, Purchase Order Number and all other information required by this Agreement. The original invoice shall
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be' sent to:
The City of Sanford
Attn.: AccountsPayable
Post Office Box 1788
Sanford, Florida 32772-1788
(i) Payment shall be made after review and approval by CITY within thirty (30) days of receipt of a
proper invoice from the CONSULTANT.
SECTION 8. GENERAL TERMS OF PAYMENT AND BILLING.
(a) Upon satisfactory completion of work required hereunder and, upon acceptance of the work by the
CITY, the CONSULTANT may invoice the CITY for the full amount of compensation provided for under the tenus
of this Agreement including any retainage and less any amount already paid by the CITY. The CITY shall pay the
CONSULTANT within thirty (3 0) days of receipt of proper invoice.
(b) The CITY 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 CITY 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 andit as provided for in subsections
Co) and (c) of this Section, and the total compensation 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 Development, 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
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oftMs Agreement and to make such materials available at the CONSULTANT'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 aRer final payment, but within the period provided in
paragraph (d) of this Section reveals any overpayment by the CITY under the terms of the Agreement, the
CONSULTANT shall refund such overpayment to the CITY within thirty (30) days of notice by the CITY.
SECTION 9. RESPONSIBILITIES OF T!:IF, 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, :analys'm, reports, data, plans, plats, maps, surveys, specifications, and any and all other
services of whatever type or nature famished 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, sped~eations, and any and all other services of whatever type or nature.
(b) Neither the CITxPS review, approval or ac, ceptance 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 aiis'mg out
of the performance of this Agreement and the CONSULTANT shall be and always remain liable to the CITY in
accordance with applicable law for any and all damages to the CITY caused by the CONSULTANTS negligent or
wrongful performance of any of the services furnished under this Agreement.
SECTION 10. OWNERSFlIP OF DOCUMENTS. All deliverable analysis, reference data, survey data,
plans and reports or any other form of written instrument or document that may result tiom the CONSULTANT'S
services or have been created during the course of the CONSULTANTS performance under this Agreement shall
become the property of the CITY af[er final payment is made to the CONSULTANT.
SECTION 11. TERMINATION.
(a) The CITY may, by written notice to the CONSULTANT terminate this Agreement or any Work
2O
Order issued hereunder, in whole or in part, at any time; either for the CITY'S convenience or because of the failure
of the CONSULTANT to fulfill its .Agreement obligations. Upon receipt of such notice, the CONSULTANT shall
have the following obligations:
(1) Immediately discontinue all services affected unless the notice directs otherwise. The CITY
shall identify the specific work orders being terminated and the specific work orders to be continued to completion
pursuant to the provisions of this Contract. This Contract will remain in full force and effect as to all authorized
work orders which are to be continued to completion despite termination of the Contract.
(2) Deliver to the CITY 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 the CONSULTANT in performing this Agreement, whether completed or in process.
(b) If the termination is for the convenience of the CITY, 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
mount, 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 CITY, contemplated by this
Agreement.
(e) If the termination is due to the failure of the CONSULTANT to fulfill its Agreement obligations, the
CITY may take over the work and prosecute the same to completion by other Agreements or otherwise. In such
ease, the CONSULTANT shall be liable to the CITY for all reasonable additional costs oeeasioned to the CITY
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 CITY in either 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
2l
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 CITY. 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 CITY 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 EMPLOYMENT. 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 employment, 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 trig, including apprenticeship.
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, g
or other consideration contingent upon or resulting from award or making of this Agreement. For the breach or
violation of this provision, the CITY 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.
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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 individual, business, corporation or government unit that would create a conflict of
interest in the perforrnanee of its obligations pursuant to this Agreement with the CITY.
(b) The CONSULTANT agrees that it will neither take any action nor engage in any conduct that would
oause any CITY employee to violate the provisions of Chapter 112, Florida Statutes, relating to ethios in government.
(e) In the event that CONSULTANT causes or in any way promotes or encourages a CITY officer,
employee, or agent to violate Chapter 112, Florida Statutes, the CITY shall have the right to terminate this
Agreement.
SECTION 16. ASSIGNMENT. This Agreement, or any interest herein, shall not be assigned, tramferred,
or otherwise encumbered, under any circumstances, by the parties hereto without prior written consent of the other
party and in such oases 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 CITY. If subcontractors or other professional associates are required in connection 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 CITY. The CONSULTANT agrees to hold harmless,
indemnify, and defend the CITY, its commissioners, officers, employees, and agents against any and all claims, losses,
damages or lawsuits for damages, including but not limited to attorney's fees and other legal costs, arising ~'om,
allegedly arising from or related to the provision of services hereunder by the CONSULTANT. In accordance with
Florida Statutes §725.06, adequate consideration has been provided to the CONSULTANT for this obligation, the
receipt and sufficiency of which is hereby specifically acknowledged. Nothing herein shall be deemed to affect the
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rights, privileges, and immunities of the CITY as set forth in §768.28, Florida Statutes.
SECTION 19. I/~SURANCE.
(a) GENERAL. The CONSULTANT shall at the CONSULTANT'S own cost, procure the insurance
required under this Section.
(1) The CONSULTANT shall furnish the CITY with a Certificate of Insurance signed by an
authorized representative of the insurer evidencing the insurance required by this Section (Professional Liability,
Workers' Compensation/Employer's Liability and Commercial General Liability). The CITY, its officials, officers,
and employees shall be additional named insured under the Commerdal General Liability policy. The Certificate of
Insurance shall provide that the CITY 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 CITY 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, the CONSULTANT shall, at the option of the CITY submit a sworn, noted
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 compliance with the requirements of the Agreement.
(3) In addition to providing. the Certificate of Insurance, if required by the CITY, the
CONSULTANT shall, within thirty (30) days after receipt of the request, provide the CITY with a certified copy
of each of the policies of insurance providing the coverage required by this Section.
(4) Neither approval by the CITY nor failure to disapprove the insurance furnished by a
CONSULTANT shall relieve the CONSULTANT of the CONSULTANT'S full responsibility for performance of
any obligation including CONSULTANT indemnification of CITY under this Agreement.
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(b) INSURANCE COMPANY REQUIREMENTS. Insurance companies providing the insurance under
this Agreement must meet the.following requirements:
( 1 ) Companies issuing policies other than Workers' Compensation, 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 Seaion 440.57, Florida Statutes.
(2) In addition, such companies other than those authorized by Seaion 440.57, Florida Statutes,
shall have and maintain a Best's Rating of "A" or better and a Financial Size Category of "VIF' 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 insurance 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 soonas the CONSULTANT has knowledge of any such circumstance~ immediately notify
the CITY and immediately replace the insurance coverage provided by the insurance company with a different
insurance company meeting the requirements ofthis Agreement. Until such l~rte as the CONSULTANT has'replaced
the unacceptable insurer with an insurer acceptable to the CITY the CONSULTANT shall be deemed to be in default
of this Agreement.
(c) SPECIFICATIONS. Without limiting any of the other obligations or liability of the CONSULTANT,
the CONSULTANT shall, at the CONSULTANT'S sole expense, procure, maintain and keep in force mounts 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 mounts and types of
\
insurance shall conform to the following minimum requirements.
(1) Workers' Compensation/Employer's Liability.
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(A) The CONSULTANT'S insurance shall cover the CONSULTANT and its
subcontractors of every tier for those sources of 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. 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' Com~nsation Act,
Federal Employers' Liability Act and any other applicable federal or state law.
(B) Subject to the restfictions 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 eustomarily insured under Part One of the standard Workers' Compensation Policy.
(C) The minimum mount of coverage under Part Two of the standard Workers'
Compensation Policy shall be:
$
$
$
100,000.00
500,000.00
10~000.00
(Each Accident)
(Disease-Policy Limit)
(Disease-Each Employee)
(2) Commercial General Liability.
(A) The CONSULTANTS 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
mounts provided by an Umbrella or Excess policy) shall be those that would be provided with the attachment of
\
the Amendment of Limits of Insurance (Designated Project or Premises) endorsement (ISO Form CG 25 01) to a
Commercial General Liability Policy with amount of specified for each project:
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General Aggregate
Personal & Advertising
Injury Limit
Each Occurrence Limit
LIMITS
$Three (3) Times the Each
Occurrence Limit
$300,000.00
$300,000.00
(3) Professional Liability Insurance. The CONSULTANT shall carry limits ofnot less than ONE
MII,LION 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 or serf-insurance maintained by the CITY or the CITYS 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 Professional
Liability insurance policy must either be on an o~ce basis, or, ff 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 shah not relieve the
CONSULTANT, its employees or agents of liability from any obligation under a'Seetion or any other portions of
this Agreement.
SECTION 20. DISPUTE RESOLUTION. 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 mumally.acceptable to the parties. Costs. of voluntary mediation shall be shared equally among the parties
participating in the mediation.
27.
SECTION 21.
(a)
will arise.
REPRESENTATIVES OF THE CITY AND THE CONSULTANT.
It is recognized that questions in the day-to-day conduct of performance pursuant to this Agreement
The CITY, 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 Agreement shall be addressed. The designated representative shall have the authority to transmit
instructions, receive information and interpret and define the CITY'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 CITY
continually and effectively 'advised of such. designation.-.
SECTION 22.-A I ,I, 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 not 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, AMEND1VIENTS OR ALTERATIONS. No modification,
amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written
document executed with the same fonnality and of equal dignity herewith.
SECTION 2,4~ 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 CITY for any purpose, or in any manner, whatsoever. The CONSULTANT is to be and shall remain
28
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 compensation, civil service or other employee fights or privileges granted to the CITY' S officers and
employees either by operation of law or by the CITY.
SECTION 26. SERVICES NOT PROVIDED FOR. No claim for services furnished by the
CONSULTANT not specifically provided for here'm shall be honored by the CITY.
SECTION 27. PUBLIC RECORDS LAW. CONSULTANT acknowledges CITxPS 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 CITY 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 WITIt 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 effect and hereruler adop~ed~ Any
violation of said statutes, ordinances, rules, or regulations shall constitute a material breach of this Agreement, and
shall entitle the CITY 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 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 tmtil 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 THE CITY
Director of Engineering and Planning, Jay Marder
City Hall 300 N. Park Avenue
Sanford, Florida 32771
FOR THE CONSULTANT
SEC~ON 30. ~G~S AT ~W ~T~D. The ~ts ~d rem~i~ d ~e CITY, pro~d~ for ~der
t~s Agreement, ~e in addition and supplemen~ m ~y other d~ts ~d remedies pro~d~ by law.
SE~ON ~1. E~~ OF CON~ff. ~s Con~c~ tog~ ~ ~e E~bits h~~ iden~
~d listed, constitute the entire ageement be~n the C~Y ~d. The CONS~T~, ~d sup~es all prior
~en or or~ underst~d~gs ~d co~on there~th. T~s Contact may offiy be mende{ supplememO, or
modified by a fom~ men~ent. The E~bks made p~ oft~s Contact are ~ follows:
E~bit "A" Scope of Se~ces
E~bit '~" Work Order Foms
E~bit "C" hte Seh~ule
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date below
written for execution by the CITY.
ATTEST:
//7~ , Secretary
(CORPORATE SEAL)
AT;j'EST:
Clerk to the-
City Commission
Sanford~ Florida.
BY:L!~ MAYOR ....
Date: ~, ~ ~-'~/c~ ~
For use and reliance of the
City of Sanford, Florida, only.
Approved as to form and legal
City Attorney
As authorized for execution by the
City, Commission at itse/PT~c~,
19_~ regular meeting.
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EXHIBIT "A"
_GENERAL SCOPE OF SERVICES
The City of Sanford desires to place several highly qualified planning consultants on retainer for the services
identified below. The Consultant(s) shall provide expertise and technical sldlls, on an as needed basis, to provide to
the City Geotechnical, Environmental and Construction Materials Inspection and Testing Services. General
assignments that may be performed by the Consultant(s) under this contract solicitation may include, but are not
limited to:
1. Complete Geotechnical, Environmental and Construction Materials Inspection and Testing Services.
2. Complete exploratory site evaluation, soil testing, stability, permeability and other pertinent site
conditions.
3. Complete environmental per level assessment as required.
These consultant services are. to be accomplished on an as-needed basis. Work is assigned. by'work order based on
the needs and requirements of the City. In all cases the Consultant(s) will work with and receive guidance from the
City staff to development appropriate requirements, guidelines and criteria for each project. The Consultant(s) will
in all eases develop a scope of work based on the appropriate requirements, guidelines and criteria along with a
proposed fee for performing the work, a schedule for completion of the projects and a list of key personnel assigned
· to the projects. The Consultant(s) will submit the proposed scope of work, with required attachments, to the
appropriate City Staff for approval and issuance of a work order prior to commencing work.
The City desires to retain at least one company with strong skills and demonstrated expertise in each of the
above-described areas.
The City will interview qualified firms and may retain selected teams for up to three (3) one (1) year periods with
the potential for annual extensions.
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EXHIBIT "B"
WORK ORDER
FOR
GEOTECHNICAL, ENVIRONMENTAL AND CONSTRUCTION MATERIALS INSPECTION AND
TESTING SERVICES AGREEMENT
(RFPS 98/99 - 27)
WORK ORDER NO.:
PURCHASE ORDER NO.:
PROJECT:
CITY:
(For billing purposes only, to be assigned by
CITY after execution.)
SANFORD, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA
CONSULTANT:
Execution of the Work Order by CITY shall serve as authorization for the CONSULTANT to provide for the
above project, professional services as set out in the Scope of Services attached as Exhibit "A," to that certain
Agreement of between the CITY and the CONSULTANT and further
delineated in the specifications, conditions and requirements stated in the following listed documents which are
attached hereto and made a part hereoE
ATTACHMENTS:
[ ] DRAWINGS/PLANS/SPECIFICATIONS
[ ] scov oF sERvxcEs
[ ] sPEctraL CONDmONS
[1
The CONSULTANT shall provide said services pursuant to this Work Order, its attachments and the above-
referenced Agreement, which is incorporated herein by reference as if it had been set out in its entirety; Whenever
the Work Order conflicts with said Agreement, the Agreement shall prevail. -
TIME FOR COMPLETION: The work authorized by this Work Order shall be commenced upon issuance
of a Notice to Proceed by CITY and shall be completed within ( ....) calendar days.
METHOD OF COMPENSATION:
(a) This Work Order is issued on a:
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[ ] FIXED FEE BASIS
[ ] TIME BASIS METHOD WITH A NOT-TO-EXCEED AMOUNT
[ ] TIME BASIS METHOD WITH A LIMITATION OF FUNDS AMOUNT
(b)
required by this Work Order for the sum of DOLLARS ($
event shall the CONSULTANT be paid more than the Fixed Fee Amount.
(e) If the compensation is based on a "Time Basis Method" with a Not-to-Exceed Amount, then the
If the compensation is based on a "Fixed Fee Basis," then the CONSULTANT shall perform all work
). In no
by
this Work Order for a sum not exceeding
). The CONSULTANTS compensation shall be
CONSULTANT shall perform all work required
DOLLARS ($
based on the actual work required by this Work Order.
If the compensation is based on a "Time Basis Method" with a Limitation of Funds Amount, then
Limitation of Funds amount .of
) without prior written approval of
the CONSULTANT is . not authorized to exceed the
DOLLARS ($
the CITY. Such approval, if given by the CITY, shall indicate a new Limitation of Funds amount. The
CONSULTANT shall advise the CITY whenever the CONSULTANT-has incurred expenses on this Work Order
that equals or exceeds eighty percent (80%) of the Limitation of Funds mount. The CITY shall compensate the
CONSULTANT for the actual work performed under this Work Order.
Payment to the Consultant shall be made by the CITY in strict accordance'with the payment terms of the
above-referenced Agreement.
It is expressly understood by the CONSULTANT that this Work Order, until executed by the CITY,
does not authorize the performance of any sentices by the CONSULTANT and that the CITY, 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 CITY.
34
IN WITNESS WHEREOF, the parties hereto have made and executed this Work Order on this
day of
,19 , for the purposes stated herein.
ATTEST:
By:
· Secretary
, President
(CORPORATE SEAL)
Date:
ATTEST:
CITY COMMISSION
SANFORD, FLORIDA
JANET DOUGHERTY
Clerk to the
City Commission
Sanford, Florida.
By:
LARRY DALE, MAYOR
Date:
For use ind reliance of the
City of Sanford, Florida, only.
Approved as to form and legal
sufficiency. tC
City Attorney
As authorized for execution by the
City Commission at its
19 . , regular meeting.
Attachment (s): Scope of Services
35
EXHIBIT "C"
RATE SCHEDULE
36