574-Ardaman 05 Water & Gas MoniArdaman & Associates, Inc.
PROPOSAL/PROJECT ACCEPTANCE AND AGREEMENT
PROJECT INFORMATION:
Client Name Sanford Public Works Department
Project Name Art Lane Landfill
Project Location Sanford, Florida
Proposal Number and Date 04-133 Au,qust 11, 2004
Description of Services FY 2005 Groundwater and Gas Monitorin~ Services
Estimated Fee $26,989.00
PAYMENT RESPONSIBILITY:
Invoices to be paid by Sanford Public Works Department
Address P.O. Box 1788
City/State Sanford, FL Zip Code 32772-1788 Phone 407-330-5681
Attention Tom Georqe Title Director
APPROVAL OF CHARGES:
if the invoices are to be approved by a party other than the party responsible for payment above, please
fill in the space below.
Firm
Address
City/State Zip Code Phone
Attention Title
PROPERTY OWNER IDENTIFICATION: (Ifother than above)
Name
Address
City/State Zip Code Phone
Attention Title
SPECIAL INSTRUCTIONS:
PAYMENT TERMS:
Net 30 days from invoice date; invoices will be sent every four weeks for continued or extended projects. Interest
charges, 1%% per month following the due date.
PROPOSAL ACCEPTANCE:
By accepting this Proposal, the Terms and Conditions of this Proposal, including the Terms on this page, and
Ardaman & Associates, I nc.'s General Conditions appearing on the reverse side of this page are incorporated herein
by reference. In the event this Proposal Acceptance was received by facsimile, Client hereby confirms that the
above described Proposal, the Terms and Conditions of this Proposal, including the Terms on this page, and
Ardaman & Associates, Inc.'s General Conditions have been made available and are incorporated in this agreement.
Accepted this 20th day of September , 2004,
City of San~ord
(Print or~t~ividual, f~o~,,c~;~y~narne)
(Signature of authorized representative) L/~ >'
A1 Grieshaber, J .~-r~ Cit~; Manager
(Print or type name of authorized representative and title)
Revision 7-2004
GENERAL CONDITIONS
Parttes And Scope Of Work: Ardaman & Associates, Inc. (hereinafter referred to as "A&A") shall include said company, its individual professionals, division, subsidiary or affiliate
performing the Work. "Work" means the specific services to be performed by A&A as set forth in A&A's proposal, the Client's acceptance thereof, both incorporated herein by this
reference, andtheeeGeneralConditions. "Client"reterstothepersonorbusinessentityordehngtheWorktobedo~ebyA&A. IftheclientisordedngtheWorkonbehalfofanother.
the Client represents and warrants that the Client is the duly authorized agent of said party for the purpose of ordehng and directing said Work. Further, Client shall disclose any
such agency relationship to A&A in wdtlng before the commencement of A&A's Work hereunder. Client eg~s that A&A's professional duties are specifically limited to the Work
as set forth in A&A'S proposal. The Client assumes sole responsibility for determining whether the quantity and the nature of the Work ordered by the Client is adequate and sufficient
for the Client's intended purpose. Client shall communicate these General Conditions to each and every third paAy to whom the Client transmits any part of A&A'S Work A&A's
Workis for the exclusive useofClient, and lis propodydisclosed principal. In noevethshallA&Ahaveanydutyorobtigationteanythird party. TheordedngofWork fremA&Ashall
constitute acceptance of the terms of A&A'S proposal and these General Conditions.
Payment - Payment shall be due within 30 days after date of invoice, fotereet at the rste of 18% per annum (or the highest rate altowable by law) from 30 days after date of invoice
to date payment is received will be added to all amounts not paid within 30 days after date of invoice, All attorney fees and expenses associated with collection of past due invoices
will be paid by Client.
Right.of. Entry - Unless otherwise agreed, Client will furnish right-of-entry on the property for A&A to make the planned bodngs, surveys, and/or explorations A&A will take
reasonable precautions to minimize damage to the property caused by its equipment and sampling procedures, but the cost of restoration or damage which may result from the
planned operations is not included in the contracted amount. If Client desires to restore the preparty to its former condition, A&A will accomplish this and add the cost to its fee
Damage to Existing Man-made Objects - It shall be the responsibility of the Owner or his duly authorized representative to disclose the presence and accurate location of all hidden
or obscure man-made objects relative to held testa, sampling, or poring locations. When cautioned, advised or given data in wdting that reveal the presence or potential presence
of underground or overgreund obstructions, such as utilities, A&A will give spaclal instructions to ita field personnel. As evidenced by your acceptance of this proposal, Client agrees
to defend, indemnity and save harmless A&A from all claims, suits, losses, personal injuries, death and property liability resulting from subsurface conditions or damages to subsurface
structures or man made objects, owned by Client or third padies, occuthng in the performance of the proposed work, whose presence and exact locations were nct revealed to A&A
in writing, whether such claims or damages are caused In whole or in part by A&A, and agree to reimburse A&A for expenses in connection with any such claims or suita, including
reasonable at[omey's fees. Client's obligation to indemnity is limited to $1 million par occurrence, which Client agrees pears a reasonable commercial relationship to the Work
undertaken by A&A. Ciient further agrees that these general conditions are a part of the Work's specifications or bid documents, if any.
Warranty and Llrnltaflon of Llabltity - A&A shall perform services for Client in a professional manner, using that degree of care and skill ordinarily exercised by and consistent with
the standards of competent consultants practicing in the same or a similar locality as the project. In the event any portion of the services fails to comply with this warranty obligation
and A&A is promptly notified in writing prior to one year after completion of such portion of the services, A&A will re-perform such portion of the services, or if re-performance is
~mpracticable, A&A will refund the amount of compensation paid to A&A for such portion of the services.
This warranty is in tieu of all other warrantiea. NO other warranty, expressed or implied, tocluding warranties of mercbentability and fitness for a parficutar purpose is made or intended
by the proposal for consulting se~'lcee, by furnishing an oral response of the findings made or by any representations made regarding the services included in this agreement In
no event shati A&A be liable for any special, indirect, incidental, or consequential toss or delay or time-related damages. The remedies set forth herein are exclusive and the total
liability of consultant whether in contract, tort (including negligence whether sole or concun'ent), or otherwise adslng out of, connected with or resulting from the sar~ices provided
pumuant to this Agreement shall not exceed the total fees paid by Client or .~50,000.00. wffichever is greater. Client may, upon written request received within five days of Client's
acceptance hereof, increase the limit of A&A'S liability by agreeing to pay A&A an additional sum as agreed in writing prior to the commencement of A&A'S services This charge
is not to be construed as being a charge for insurance of any type, but is increased consideration for tbe greater liability involved.
For services involving or relating to pollution, it is further agreed that the Client shall indemnify and hold harmless A&A and their consultants, agenta and employees from and against
all claims, damages, losses and expenses, direct and indirect or consequential damages, including but not limited to fees and charges of affomeys and court and arbitration costs,
arising out of or resulting fi'om the performance of the work by A&A, or claims against A&A arising from the work of others. This indemnification provision extends to claims against
A&A which arise out of, are related to, or are based upon, the disposal, discharge, escape, release or saturation of vapors, fumes, acids, alkalis, toxic chemicals, liquids, gases or
any other material, ithtent, contaminant or pollutant in or into the atmosphere or on, onto, upon, in or into the surface or subsurface. Client's obligation to indemnify is limited to $1
million par occurrence, which Client agrees beam a reasonable commemial relationship to the Work undertaken by A&A. Client further agrees that these general conditions are a
part of the Work's specifications or bid documenta, if any.
Sampling or Testing Location - Unless specifically stated to the contrary, the unit fees included in this proposal do not include costa associated with professional land surveying
of the site or the accurate horizontal and vertical locations of tests. Field tests or boring locations described in our report or shown on our sketches are based on specific information
fumished to us by others or estimates made in the field by our technicians. Such dimensions, depths or elevations should be considered as approximations unless otherwise stated
in the report.
Sample H andlthg and Retention - Generally test samples or specimens are consumed and/or substantially altered during the conduct of tests and A&A, at its sole discretion, will
dispose (subject to the following) of any remaining residue immediately upon completion of test unless required in wdfing by the Client to store or otherwise handle the samples.
(a) NON HAZARDOUS SAMPLES: At Client's written request, A&A will maintain preservable test samples and specimens ortho residue therefrom for thirty (30) days after submission
of A&A'S report to Client free of storage charges. After the initial 30 days and upon written request, A&A will retain test specimens or samples for a mutually acceptable storage charge
and pepad of time. (b) HAZARDOUS OR POTENTIALLY HAZARDOUS SAMPLES: In the event that samples contain substances or constituenta hazardous or dethmentel to human
health, safety or the environment as defined by federal, state or toca[ statutes, regulations, or ordinances ("Hazardous Substances" and "Hazardous Constituents", respectively),
A&A will, after comptotion of testing and at Cltonhs expense: (I) return such samples to Client; (ii) using a manifest signed by Client as generator, will have such samples transported
to a location setacted by Client for final disposal. Client agrees to pay all costs associated with the storage, transport, and disposal of such samptos. Client recognizes and agrees
that A&A is acting as a bailee and at no time does A&A assume title of said waste.
Discovery of U nantlct pared Hazardous Materials - Hazardous materials or certain types of hazardous materials may exist at a site where there is no reason to believe they could
or should be present. A&A and Client agree that the discovery of unanticipated hazardous materials constitutes a changed condition mandating a renegotistton of [he scope of work
or termination of semices. A&A and Client also agree that the discovery of unanticipated hazardous materiata may make it necessary for A&A to take immediata measures to protect
health and safety. A&A agrees to notify Client as soon as practicable should unanticipated hazardous materials or suspected hazardous materials be encountered. Client encourages
A&A to take any and all measures that, in A&A's prefossional opinion, are justified to preserve and protect the health and safety of A&A's personnel and the public. Client agrees
to compensate A&A for the additional cost of working to protect employees' and the publlcls health and safety, to addition, Client watves any claim against A&A, and agrees ta defend.
indemnify and save A&A harmless from any claim or liability for injury or loss adsing from A&A's discovery of unanticipated hazardous materials or suspected hazardous materials
Client also agrees to compensate A&A for any time spent and expenses incurred by A&A in defense of any such claim, with such compensation to be based upon A&A's prevailing
fee schedule and expense reimbursement policy relative to recovery of direct project costa.
Joint and Several Liability - The concept of joint and several liability is basically this: When two or more parties are considered responsible for causing injury or damage, any one
of the parties may be made to provide compensation for as much as 100% of the damages assessed. When applied to hazardous materials projects, it is possible that the concept
of joint and several liability could be construed to make A&A partly or wholly responsibto for damages created directly or indirectly by the hazardous matehsts. Client agrees that
it would be unfair for A&A to be exposed to such an action, because A&A had nothing whatsoever to do with the creation of the hazardous condition. Accordingly, Client waives
any claim against A&A, and agrees to defend, indemnity and save A&A harm[ess from any claim or liability for injury or loss arising from application of a joint and several liability
concept that would, in any manner, hold or seek to hold A&A responsible for creating a hazardous condition or permitting one to exist. Client also agrees to compensate A&A for
any time spent and expenses incurred by A&A in defense of any such claim, with such compensation to be based upon A&A's prevailing fee schedule and expense reimbursement
policy relstive th recovery of direct project costs.
Legal Jurisdiction - The parties agree that any actions brought fo enforce any provision of this Agreement shall only be brought in a court of competent jurisdiction located in Orlando,
Orange County, Flodda. All causes of action adsing out of A&A's Work shall be deemed to have accrued and the applicable statutes of limitation shall commence to run not later
than either the date of substantial completion of the Work for acts or failures to act occurring prior to substantial completion, or the date of issuance of final payment for acts or failures
to act occurring after substantial completion of the Work.
Force Majeure - A&A shall not be held responsible for any delay or failure in performance of any part of this Agreement to the extent such delay or failure is caused by fire, flood,
explosion, war. sthke, embargo, government requirement, civil or military authodty, acta of God, act or omission of subcontractors, carriers, client or other similar causes beyond ·
its control.
Gan Conditions Revision 7-2004