Loading...
HomeMy WebLinkAbout2016 09 12 Consent 303 Third Party Plans Review Services - Universal EngineeringCOMMISSION AGENDA ITEM 303 Informational Consent X Public Hearings Regular September 12, 2016 KS BH Regular Meeting City Manager Department REQUEST: The Community Development Department, Building Division, is requesting City Commission authorization to enter into a contract agreement with Universal Engineering Sciences for Building Inspections and Plans Review Continuing Services for an initial period of one (1) year with the potential of up to four (4) annual extensions by piggybacking off of Universal's contract with the City of Lakeland (RFQ # 4127). SYNOPSIS: This agenda item requests authorization to piggyback off of City of Lakeland Contract (RFQ # 4127) with Universal Engineering Sciences for Building Inspections and Plans Review services. CONSIDERATIONS: On June 10, 2013, the City Commission approved three contract awards for Building Inspections and Plans Review Services (RFP 003 /03/MS) including GFA International, Inc., Nova Engineering and Environmental, LLC., and Quorum Services, LLC. Due to the failure of Quorum Services, LLC. to execute a continuing service agreement with the City, staff recommended the City Commission approve PDCS, LLC, who was the next lowest qualified bidder. However, PDCS was terminated in June 2016 because of failure to perform in accordance with the contract requirements. After staff requests, Nova Engineering and Environmental, GFA International, Inc., and Bureau Veritas informed the City that they did not currently have sufficient staff to provide the City of Winter Springs with plans review and inspection services. In late 2015 and thus far in 2016, building activity has been significantly higher than in Consent 303 PAGE 1 OF 3 - September 12, 2016 previous years. Staff saw the need for a secondary back -up company for plans review and inspection services to keep pace with the increased activity. Staff made requests of those companies that were part of the original advertising in RFP 003 /03/MS. Universal Engineering Sciences was the only company that indicated they could provide the temporary services needed. The other companies were not interested or indicated that they were unable, because of existing work loads, to supply the requested services. Universal Engineering Services was the only responsive company to staffs request for temporary plans review and inspection services. In March 2016, in response to staff s request, Universal Engineering Sciences agreed to temporarily assist the City in a back -up capacity until approval for a permanent agreement could be sought from the City Commission. As previously stated, PDCS was terminated in June 2016 due to their inability to provide the requisite staffing under the terms of their contract. Since that time, Universal Engineering Sciences has stepped up and has provided that staffing and those services. Based on exemplary performance under the temporary agreement, staff is recommending an annual continuing services agreement with Universal Engineering Services by piggybacking off of City of Lakeland Contract (RFQ # 4127) with Universal Engineering Sciences for Building Inspections and Plans Review services. A copy of this agreement is attached to this agenda item a as Attachment "A ". A Rider to Universal Engineering General Conditions, as requested by the City Attorney's office is attached and Attachment "B ". The scope of work required under the continuing services agreement with Universal Engineering Sciences includes (on an as- needed basis): 1. Residential and Commercial Plans Review 2. Residential and Commercial Building Inspections FISCAL IMPACT: Funding for services performed pursuant to the continuing services agreement with Universal Engineering Sciences will be generated from plans review fees, permit fees, and inspection services related to the 420 Fund (an enterprise fund), on an as- needed basis. COMMUNICATION EFFORTS: This Agenda Item has been electronically forwarded to the Mayor and City Commission, City Manager, City Attorney /Staff, and is available on the City's Website, LaserFiche, and the City's Server. Additionally, portions of this Agenda Item are typed verbatim on the respective Meeting Agenda which has also been electronically forwarded to the individuals noted above, and which is also available on the City's Website, LaserFiche, and the City's Server; has been sent to applicable City Staff, Media/Press Representatives who have requested Agendas /Agenda Item information, Homeowner's Associations/Representatives on file with the City, and all individuals who have requested such information. This information has also been posted outside City Hall, posted inside City Hall with additional copies available for the General Public, and posted at six (6) different locations around the City. Furthermore, this information is also available to any individual requestors. City Staff is always willing to discuss this Agenda Item or any Agenda Item with any interested Consent 303 PAGE 2 OF 3 - September 12, 2016 individuals. RECOMMENDATION: The Community Development Department, Building Division, is recommending that the City Commission authorize the City Manager and the City Attorney to prepare and execute any and all documents necessary to execute a contract for plans review and inspections services with Universal Engineering Sciences for an initial one (1) year term with the potential of up to four (4) annual extensions by piggybacking off of City of Lakeland Contract (RFQ # 4127). ATTACHMENTS: A. City of Lakeland Contract (RFQ # 4127) with Universal Engineering B. Rider to Universal Engineering General Conditions C. Proposal Work Authorization Consent 303 PAGE 3 OF 3 - September 12, 2016 AGREEMENT THIS AGREEMENT is made and entered into on this F-L day of ' I ©� 2014 (the "Effective Date'), by and between the City of Lakeland, Florida, a municipality organized and existing in accordance with the laws of the State of Florida, hereinafter referred to as the "City ", located at 228 South Massachusetts Avenue, Lakeland, Florida 33801 -086, and Universal Engineering Sciences, Inc. a Limited Liability, corporation, located at 3532 Maggie Blvd., Orlando, Florida 32811 hereinafter referred to as the "Contractor". WITNESSETH: WHEREAS, City has previously determined that it has a need for _plan review and inspection services; and WHEREAS, City issued a Request for Qualifications for such services pursuant to City of Lakeland RFQ No. 4127((the "RFQ "); and WHEREAS, City has selected Contractor pursuant to the RFQ to provide the requested services; and WHEREAS, Contractor has represented that it is able to satisfactorily provide the services according to the terms and conditions of the RF+ , which are Incorporated herein by reference, and the terms and conditions contained herein; NOW THEREFORE, in consideration of the above and the mutual covenants contained herein, the parties agree as follows: f i : ir'r °rec�or !:f a? ra c art S t� q�.:s.'.f i ;� > dzzs ,, °a 1' review and inspection services, both onsite and offsite, for residential and commercial structures, as requested and more specifically outlined in the /RFQ , this Agreement, the Scope of Services attached hereto and incorporated herein by reference as Exhibit "A ", and all subsequent official documents that form the Contract Documents for this Agreement. 2. Time of Service. Services shall be performed in a timely manner, as specified in the RFQ. 3. Tema of Aareement/Option of Renewal. This Agreement shall be in effect for an initial term of (3) years from the Effective Date. This Agreement may be renewed, subject to execution of a written agreement between the City and Contractor, for up to three (2) additional _one (1) year period(s) beyond the initial contract period. This option shall be exercised only if all terms and conditions remain the same and approval is granted by the City. 4. Amendment of the Contract. This Agreement may be amended only by mutual written agreement of the parties. 6. Assignment/Subcontracting. The Contractor shall perform this Agreement. No assignment or subcontracting shall be allowed without the prior written consent of the City. In the event of a corporate acquisition and/or merger, the Contractor shall provide written notice to the City within thirty (30) calendar days of Contractor's notice of such action or upon the occurrence of said action, whichever occurs first. The right to terminate this Agreement, which shall not be unreasonably withheld by City, shall include, but not be limited to, instances in which a corporate acquisition and/or merger represent a conflict of interest or are contrary to any local, state or federal laws. Action by the City in selecting a contractor which has disclosed its intent to assign or subcontract in its response to the RF(3" shall constitute approval for purposes of this Agreement 6. Termination. City reserves the right to terminate this Agreement, without cause, by providing thirty (30) days prior written notice to the Contractor of its intention to terminate, or with cause if at any time the Contractor fails to fulfill or abide by any of the terms or conditions specified. Failure of the Contractor to comply with any of the provisions of this Agreement shall be considered a material breach of contract and shall be cause for immediate termination of the Agreement of In addition to all other legal remedies available to City, City reserves the right to cancel and obtain from another source any items which have not been provided within any required period of time or, if no such time is stated, within a reasonable period of time from the date of order or request, as determined by City. In addition, in the event that sufficient budgeted funds are not available for a new fiscal period, the City shall notify the Contractor of such occurrence and the City shall terminate this Agreement on the last day of the then current fiscal period without penalty or expense to the City. 7. Prohibition of Contingent Fees. The Contractor warrants that it has not employed or 2 retained any company or person, other than a bona fide employee working solely for Contractor, 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 Contractor any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award or making of this Agreement in the event of breach of this provision, the City shall have the right to terminate this Agreement without further liability and, in its sole discretion, deduct from the contract price, or otherwise recover, the full amount of any such fee, commission, percentage, gift or consideration paid as a result of said breach. 8. Compensation. City shall pay Contractor upon Contractor's completion of, and City's acceptance of, the services required herein, as specified in the /RFQ and as set forth in the Contractor's Fee Schedule, attached hereto and incorporated herein by reference as Appendix 1. Prices shall remain firm for the duration of the contract All payments shall be made in accordance with Fla. Stat. § 218.70, et. SeMc ., the Local Government Prompt Payment Act. Contractor shall not be entitled to reimbursement for any expenses Incurred by Contractor in performing this Agreement. City makes no representation, warranty or agreement that Contractor will be provided a minimum amount of work or compensation pursuant to this Agreement.g. Ownershig of Documents. All data, specifications, calculations, estimates, plans, drawings, construction documents, photographs, summaries. reports, memoranda and other documents, instruments, information and material prepared or accumulated by the Contractor or its subcontractors in rendering services pursuant to this Agreement shall be the sole property of the City, Nava 9rrroc5 M +hra rormJ .r shall Contractor Le liable ar responsible to anyone for the City s use of any such information or material in another project or following termination of this Agreement 10. Permits/ Licenses. Contractor must secure and maintain any and all permits and licenses required to complete services pursuant to this Agreement. 11. Access to Records /Audit The Contractor shall retain all records relating to this contract for a period of at least three (3) years after final payment is made. Contractor shall maintain accounting records in accordance with generally accepted accounting principles and practices to substantiate all invoice amounts to the City. City reserves the right to audit such records upon notice to the Contractor. 3 12. Public Records. Contractor shall comply with Chapter 119 of the Florida Statutes, the Florida Public Records Act, as it relates to records kept and maintained by Contractor in the performance of services pursuant to this Agreement. In accordance with § 119.0701, Florida Statutes, Contractor shall be required to provide public access to such records at a cost that does not exceed the statutory requirements or as otherwise provided by law. In the event any such records are exempt or confidential from public records disclosure, Contractor shall ensure that those records are not disclosed except as authorized by law. Contractor shall meet all requirements for retaining public records and shall transfer at no cost to the City, all public records in possession of the Contractor upon termination of the Agreement and destroy duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the City in a format that is compatible with the information technology system of the City. 13. Minimum Insurance Requirements. The Contractor must maintain insurance, at its own expense, in at least the amounts set forth in Exhibit "B," attached hereto and incorporated herein by reference, throughout the term of this Agreement. The Contractor must provide a Certificate of Insurance in accordance with said Insurance Requirements evidencing such coverage prior to issuance of a purchase order or commencement of any work under this Agreement. 14. Indemnification. Contractor shall indemnify, pay the cost of defense, including attorneys' fees and costs at all trial and appellate levels, and hold harmless the City in accordance with the indemnification provision set forth in Exhibit "C ", attached hereto and incorporated herein by reference. + i. ,iurisdicto► +�i/ ti�uelX yB+�ii iy Lai+ i.e Forties cunsen► is jurijoict+on ana venue of tie Courts of Polk County. Florida or the United States District Court in and for the Middle District of Florida Tampa Division, in connection with any action or proceeding arising out of or relating to this Agreement, any document or instrument delivered pursuant to, in connection with, or simultaneously with this Agreement, or the breach of this Agreement or any such document or instrument. The laws of the State of Florida shall govem this Agreement. 16. Independent Contractor Status. The Contractor is and shall remain an independent contractor and is neither an agent, employee, partner nor joint venturer of the City. 17. Compliance At, Lays. Contractor shall ,omply with all applicable loc:ai, state and 4 federal ordinances, codes, laws, statutes, regulations and standards in force during the term of this Agreement. 18. Severability. The terms and conditions of this Agreement shall be deemed to be severable. Consequently, if any clause, term, or condition hereof shall be held to be illegal or void, such determination shall not affect the validity or legality of the remaining terms and conditions, and notwithstanding any such determination, this Agreement shall continue in full force and effect unless the particular clause, term, or condition held to be illegal or void renders the balance of the agreement to be impossible of performance. 19. Documents Comprising Contract. The Contract shall include this Agreement and appendices, as well as the following documents, which are incorporated herein by reference: a City of Lakeland RFQ 4127 and all of its addenda and attachments, including Exhibit "A ", Scope of Services; b. Contractor's Certificate of Insurance, as required in Exhibit "B"; C. Contractor's Indemnification and Hold Harmless, as required in Exhibit "C "; e. Contractor's Response to the RFQ is on file with the City. If there is a conflict between the terms of this Agreement and the above referenced documents, then the conflict shall be resolved as follows: the terms of this Agreement shall prevail over the other documents, and the terms of the remaining documents shall be given preference in their above listed order. Lv. �.,..:,' _E4 ^s,s: : jC!L i V 4udiit lj uhos A�iljeaid' l: midi: i C U:dk 'V.$4 SU''Ir.:iel���y g1Y�'IY when in writing and when: (i) personally delivered to a party to be noted, (ii) delivered by overnight express courier, or (iii) three (3) busiress days following deposit in the United States mail, postage prepaid, certified delivery, directed to the party to be notified at the following address: City: ,Dan Gargas, Building Official_ 228 S. Massachusetts Ave. _Lakeland, Florida 33801 IN WITNESS WHEREOF, the parties herein have executed this Agreement as of the Effective Date set forth above. CITY QK LAKELAND, FLORIDA im Manager ATTEST: By: �o A CtA- A Kelly S_ Koos, City Clerk APPROVED AS TO FORM AND CORRECTNESS: By. � L ` F� Timothy J. McCausland, City Attomey 0 r • 00 �.a President (P8 S0.. s -7 [Corporate Se2�••..? Jo;.•' �c`��: ATTEST: 1/zFLOF� ©P�`�� By: is PLC- - acv (A sting Witness' name/title) rjy, 7 a l Billable Rate(s) (per hour): Plan review onsite $85.00 Plan review $75.00 (off site) Building inspector $ 7 0.0 0 Mechanical inspector $70.00 Electrical inspector $75.00 Plumbing inspector $70.00 Multiple certified inspectors $80.00 (all ) One and two famdp inspector $75.00 Permit Technician $40.00 Ramble Rate fast equate foot; New commercial buildings all disciplines $0.80 psf Other Staff Expenses N/A (rates are all inclusive) Other Billing Information N/A (see attached terms and conditions) 1 Page 7uf3 REQUEST FOR QUALIFICATIONS BUILDING CODE PROFESSIONALS INTRODUCTION The City of Lakeland's Building Inspection Division is requesting the submittal of statements of qualification from interested State Certified professionals or firms to provide any or all of the following services for the City of Lakeland on a continuing contract basis: Plan review services for residential and commercial in all disciplines onsite and or offsite. v Inspection services The Building Inspection Division is interested in prequalifying a number of individuals or firms that have expertise in any or all of the above listed areas to be put on three (3) year open contracts for service with the City of Lakeland with two (2), one (1) year renewal options. Qualified individuals or firms should have at least ten (10) years of professional experience, , should have worked with other municipalities of similar size as Lakeland, and should have extensive experience. Selection will not be based on the range of areas of expertise; rather selection will be based on the depth of relevant experience. Please feel free to respond to any or all of the above services. The City of Lakeland encompasses 74 square miles with a population nearing 100,000. Strategically located along I -4 less than an hour from both Tampa and Orlando, Lakeland is home to a number of large corporations, emerging colleges and universities, acclaimed medical facilities and the spring training center for the Detroit Tigers. In addition, Lakeland is one of the most affordable places to live in Florida, with exceptional recreational amenities and a strong sense of community. More information about the City of Lakeland can be found at our website, www.lakelandgov.net and at www.ldda.ore, and wv,-w.lakelandchamber.com. SERVICE DESCRIPTIONS Services will be identified by City of Lakeland staff and may include any of the following: i> Review of plans onsite ➢ Review of plans offsite Inspection services v Suoport services Wlile specific plan reviews and inspection services have not yet been identified, task authorizations for individual projects are anticipated not to exceed $25,000 per project. However, approved consultants may complete a number of individual projects issued under the continuing contract. SELECTION PROCESS The Building Inspection Division recognizes that no single individual or firm will likely possess all of the skills as outlined in this Request for Qualifications. As a result, prospective respondents should indicate in their submittals their specific area(s) of expertise and provide the appropriate examples and evidence where possible. Statements of Qualifications will be reviewed by a Selection Committee made up of Building Inspection, Finance and purchasing staff members. A short list of individuals or firms will be identified by the Selection Committee and will be interviewed by a Selection Committee. The Building Inspection Division may request additional information from individuals or firms on the short list prior to interviews. The recommendations of the Selection Committee will be subject to approval by the Mayor and the City Commission. Upon approval, the Building Inspection Division will seek to negotiate contracts with the selected individuals or firms. SUBMISSION PROCESS, DUE DATE AND REQUIRED DOCUMENTS An unbound original and ten (10) copies of the Statement of Qualifications including all required forms and supporting documentation should be delivered to: Citv of Lakeland 1140 E. Parker Street Lakeland, FL 33801 Ann.: Purchasing Department All Statements of Qualifications must be received no later than 3:00 PM on Wednesday, May 7, 2014. All documents received later than the above date and time will not be eligible for consideration. CONTENTS OF STATEMENT OF QUALIFICATIONS • A letter of interest specifying the strength(s) of the firm or individual as they relate to this RFQ, • Completed Statement of Qualifications; Response to the Selection Criteria. Resumes and certifications for ertifiea personnel and permit technicians r f . Jage 2 of SCHEDULE FOR SELECTION PROCESS • Request for Qualifications packets available for pick -up or by a -mail beginning Wednesday, April 9, 2014. • Candidates may submit questions pertaining to this RFQ no later than 5:00 PM, Monday, April 14, 2014. Questions will be answered no later than 5:00 PM, Monday, April 21, 2014. All questions should be submitted to the City of Lakeland Purchasing Department by e-mail at PuxchQ akelanwy.net or by facsimile at (863) 8346777. • Statements of Qualification are due no later than 3:00 PM, Wednesday, May 7, 2014. • The Screening Committee will review submittals and will determine which qualified candidates may be invited to present their qualifications in person to the Selection Committee. It is anticipated that all candidates will be notified of their submittal status by Monday May 23, 2014. • Interviews may be scheduled during the week of June 2, 2014, at the discretion of the Selection Committee and the committee's calendars permit. • If interviews are held, all individuals and firms interviewed will be notified of their status within two weeks of the final interview. Packets available Wednesday, April 9, 2014 Candidates questions due by Monday, April 14, 2014 Questions answered by Monday, April 21, 2014 Statements of Qualification due Wednesday, May 7, 2014 Selection Committee review of submittals May 12, 2014 — May 23, 2014 Candidates notified of submittal status Wednesday, May 21, 2014 Interviews if necessary) Week of June 2, 2014 Notification of selection Monday June 23, 2014 STATEMENT OF QUALIFICATIONS Company Name: Business Address: Contact Name and Title: Email Address: Telephone: Fax: Website: Principal(s): o Sole Proprietorship o Partnership o Corporation o joint Venture .,ante 4 -). �� Area(s) of Expertise (check all that apply): • Commercial building plan review. • Commercial mechanical plan review. • Commercial electrical plan review. • Commercial plumbing plan review. • One and two family plan review. • Engineering consultation • Building inspection • Mechanical inspection • Electrical inspection • Plumbing inspection • One and two family inspection. o Permit Technician 0 Relevant Experience (in the Last 3 years): Start Date: End Date: Nature of Work: Description of Duties and Responsibilities: Start Date: Nature of Work: End Date: Description of Duties and Responsibilities: Start Date: Nature of Work: End Date: Description of Duties and Responsibilities: �( ,::.c Billable Rate(s) (per hour): plan review onsite plan review Building inspector Mechanical inspector Electrical inspector Plumbing inspector Multiple certified inspectors One and two family inspector Permit Technician Billable Rate (per square foot New commercial buildings all disciplines Other Staff Expenses Other Billing Information SELECTION CRITERIA 1. TEAM EXPERTISE Describe your firm's organization, experience and area(s) of expertise. Include the names of all of the principals and key personnel as well as resumes that provide information regarding qualifications, previous experience and licenses that relate to the services described in this RFQ. 2. SAMPLES OF WORK Finalists will be required to complete a sample commercial plan review. 3. REFERENCES Include at least three (3) references from clients that you provide services that are similar to those described in this RFQ. Please provide the individual's name, title, relationship to the sere -ices, phone number, email address, and a brief project description including start and end dates for the work completed, the services budget and actual services costs. .-2 , y;fa INSURANCE REQUIREMENTS RFQ for Building Code Professionals STATEMENT OF PURPOSE The City of Lakeland (the "City ") from time to time enters into agreements, leases and other contracts with Other Parties (as hereinafter defined). Such Agreements shall contain at a minimum risk management/insurance terms to protect the City's interests and to minimize its potential liabilities. Accordingly, the following minimum requirements shall apply: CITY DEFINED The term City (wherever it may appear) is defined to mean the City of Lakeland itself, its Commission, employees, volunteers, representatives and agents. OTHER PARTY DEFINED The term Other Party (wherever it may appear) is defined to mean the other person or entity which is the counter -party to the Agreement with the City and any of such Other Party's subsidiaries, affiliates, officers, employees, volunteers, representatives, agents, contractors and subcontractors. LOSS CONTROL/SAFETY Precaution shall be exercised at all times by the Other Party for the protection of all persons, including employees, and property. The Other Party shall comply with all laws, rules, regulations or ordinances related to safety and health, and shall make special effort to anticipate and detect hazardous conditions and shall take such precautionary and prompt action where loss control/safety measures should reasonably be expected. The City may order work to be stopped at any time, without liability, if conditions exist that present immediate danger to persons or property. The Other Party acknowledges that such stoppage, or failure to stop, will not shift responsibility for any damages from the Other Party to the City. INSURANCE - BASIC COVEIR.AGES REQUIRED ttie cluier tarty- strati procure and main�ain the fohowrng described insurance, except for coverage specifically wai:,vzd by the City of LokJand, on policies dnd with insurers acceptable to the City, and wire A:yl &� , rings of r .,1.1s ` A. These insurance requirements shall in no way limit the liability of the Other Party. The City does not represent these minimum insurance requirements to be sufficient or adequate to protect the Other Party's interests or liabilities, but are merely minimums, "Except for worker,' compensation and professional liability, the Other Party's insurance policies shall be endorsed to name the City of Lakeland as additional insured. It is agreed that the Other Party's insurance :,ball be deemed primary and non - contributory with respell to any insurance or self - insurance carried by The City of Lakeland for liability arising out of the operations of this agreement." Ynsurance Requirements (cont'd) INSURANCE — BASIC COVERAGES REQUIRED (cont'd) Except for workers compensation, the Other Party waives its right of recovery against the City, to the extent permitted by its insurance policies. The Other Party's deductibles/self- insured retentions shall be disclosed to the City and may be disapproved by the City. They shall be reduced or eliminated at the option of the City. The Other Party is responsible for the amount of any deductible or self - insured retention. Insurance required of the Other Party or any other insurance of the Other Party shall be considered primary, and insurance of the City shall be considered excess, as may be applicable to claims which arise out of the Hold Harmless, Payment on Behalf of the City of Lakeland, Insurance, Certificates of Insurance and any Additional Insurance provisions of this agreement, contract, or lease. Commercial General Liability: This insurance shall be an "occurrence" type policy written in comprehensive form and shall protect the Other Party and the additional insured against all claims arising from bodily injury, sickness, disease, or death of any person other than the Other Party's employees or damage to property of the City or others arising out of any act or omission of the Other Party or its agents, employees, or Subcontractors and to be inclusive of property damage resulting from explosion, collapse or underground (xcu) exposures. This policy shall also include protection against claims insured by usual personal injury liability coverage, and to insure the contractual liability assumed by the Other Party under the article entitled INDENNIIFICATION, and "Products and Completed Operations" coverage. The Other Party is required to continue to purchase products and completed operations coverage for a minimum of three years beyond the City's acceptance of renovation or construction properties. 'she liability limits shall not be less than: Bodily Injury and Property Damage $1,000,000 Single limit each occurrence Business Automobile Liability: Business Auto Liability coverage is to include bodily injury and property damage arising out of ownership, maintenance or use of any auto, including owned, non -owned it,.l.�ta.t'' 41 i..a:Y x.::: usiG :7x�:to�+i.�: i3a. °vvcailColai� 4.r... The liability limits shall not be less than.! Bodily Injury and Property Damage $500,000 Single limit each occurrence Workers' Compensnt!on: Workers' Compensation coverage to apply for all employees for statutory limits and shall include employer's liability with a limit of $100,000 each accident, $500,000 disease policy limits, $100,000 disease limit each employee. ( "All States" endorsement is required where applicable). If exempt from Worker's Compensation coverage, as defined in Florida Statue 440, the Other Party -till provide a ccpy of State Workers' Compensation exemption. All subcontractors shall be required to maintain Worker's Compensation. The Other Party snail also purchase any other coverage required by law for the benefit of employees. ADDITIONAL INSURANCE Additicnal Insurance: The City requires the following types of insurance. EVIDENCElCERTIEICATES OF INSURANCE Required insurance shall be documented in Certificates of Insurance which provide that the City shall be notified at least 30 days in advance of cancellation, nonrenewable, or adverse change. New Certificates of Insurance are to be provided to the City at least 15 days prior to coverage renewals. If requested by the City, the Other Party shall furnish complete copies of the Other Party's insurance policies, forms and endorsements. For Commercial General Liability coverage the Other Party shall, at the option of the City, provide an indication of the amounts of claims payments or reserves chargeable to the aggregate amount of liability coverage. Receipt of certificates or other documentation of insurance or policies or copies of policies by the City, or by any of its representatives, which indicate less coverage than required does not constitute a waiver of the Other Party's obligation to fulfill the insurance requirements herein. Indemnification To the fullest extent permitted by laws and regulations, and in consideration of the amount stated on any Purchase Order, the Contractor shall defend, indemnify, and hold harmless the City, its officers, directors, agents, guests, invitees, and employees from and against all liabilities, damages, losses, and costs, direct, indirect, or consequential (including but not limited to reasonable fees and charges of engineers, architects, attorneys, and other professionals and court and arbitration costs) arising out of or resulting from any acts of negligence, recklessness or intentional wrongful misconduct in the performance of the work by the Contractor, any Subcontractor, or any person or organization directly or indirectly employed by any of them to perform or furnish any of the work or anyone for whose acts any of them may be liable. In any and all claims against the City, or any of its officers, directors, agents, or employees by any employee of the Contractor, any Subcontractor, any person or organization directly or indirectly employed by any of them to perform or famish any of the work or anyone for whose acts any of them may be liable, this indemnification obligation shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the Contractor or any such Subcontractor or other person or organization under workers' or workmen's compensation acts, disability benefit acts, or other employee benefit acts, nor shall this indemnification obligation be limited in any way by any limitation on the amount or type of insurance coverage provided by the City, the Contractor, or any of his Subcontractors. To the extent this Indemnification conflicts with any provision of Florida Law or Statute, this indemnification shall be deemed to be amended in such a manner as to be consistent with such Law or Statute. Applicability: It is the express intent of the Contractor that this agreement shall apply for the project(s) or time period indicated below. (Check and complete one): toRl XX Agreement is applicable to all contracts, purchase orders and other work performed for the City of Lakeland for the time period of not more than five (5) years. May 7, 2014 to December 31, 2018 (Date) (Date) Agreement is limited to Bid #, Purchase Order #, Requisition #_ , or Contract dated Subrogation: The Contractor and his Subcontractors agree by entering into this contract to a Waiver of Subrogation for each required policy herein. When required by the insurer, or should a policy condition not permit Contractor or Subcontractor to enter into a pre -loss agreement to waive subrogation without an endorsement, then Contractor or Subcontractor agrees to notify the insurer and request the policy be endorsed with a Waiver of Transfer of Rights of Recovery Against Others, or its equivalent. This Waiver of Subrogation requirement shall not apply to any policy, which includes a condition specifically prohibiting such an endorsement, or voids coverage should Contractor or Subcontractor enter ipso such an agreement on a pre -loss basis. Page 1 of 2 Release of Liability: Acceptance by the Contractor of the last payment shall be a release to the City and every officer and agent thereof, from all claims and liability hereunder for anything done or furnished for, or relating to the work, or for any act or neglect of the City or of any person relating to or affecting the work. Savings Clause: The parties agree that to the extent the written terms of this Indemnification conflict with any provisions of Florida laws or statutes, in particular Sections 725.06 and 725.08 of the Florida Statutes, the written terms of this indemnification shall be deemed by any court of competent jurisdiction to be modified in such a manner as to be in full and complete compliance with all such laws or statutes and to contain such limiting conditions, or limitations of liability, or to not contain any unenforceable, or prohibited term or terms, such that this Indemnification shall be enforceable in accordance with and to the greatest extent permitted by Florida Law. Name otbrpnization s BY: -S1'v6*Jofa6wner or Officer STATE OF: F-10 r ► d �3 --3/03 Organization Phone Number COUNTYOF: 6Jro The foregoing instrument was acknowledged before me this day of �l 2014 by )Jo 1 °i L 2 t►i S , of .f r�b(i r�� r�,�amr k t Printed Name Owner / Officer CorporatAr Company ame H#/She is personally known to me r has produced as ``- ----/' State Drivers License Number identification, and did / did not _ take an oath. Sls!nd, e�i P�x!,o_, Zkno.v,ed{ --, -n. b Vtu Q Q.S r Printed Name oWersodlaking Acknowledgment CITY OF LAKELAND BY Karen Lukhaub, Director of Risk Management RKKILSE STOLLE MY COMMISSION # EEVAMS EXPIRES February 01, 2017 (daT ]Bf01'J� F ear DATE Page 2 of 2 Attachment "B" RIDER TO UNIVERSAL ENGINEERING GENERAL CONDITIONS THIS ADDENDUM ( "Addendum ") is entered into on this day of 2016, by and between the City of Winter Springs, a Florida municipal corporation ( "Client "), located at 1126 East State Road 434, Winter Springs, Florida 32708, and Universal Engineering Sciences, Inc., ( "UES "), a Florida corporation, located at 3532 Maggie Blvd., Orlando, Florida, 32811. RECITALS: WHEREAS, Client and UES desire to enter into that certain Cost Proposal and Contract Terms for the City of Winter Springs Plan Review and Inspection Services ( "Contract "); and WHEREAS, Client and UES desire to modify certain provisions of UES's General Conditions of the Contract as set forth herein. NOW, THEREFORE, in consideration of the mutual promises contained herein, the sufficiency of which is hereby acknowledged, it is agreed by the parties as follows: 1. Recitals. The foregoing recitals are hereby deemed true and correct and are hereby expressly incorporated herein by this reference as a material part of this Addendum. 2. Terms and Conditions. Client and UES hereby expressly agree to modify the following General Conditions of the Contract as follows: A. SECTION 5: Billinp, and Payment 5_2 Payment is due 30 days after presentation of invoice and is past due 31 days from invoice date. Client agrees to pay a finance charge of one and one -half percent (1 '' /z %) per month, or the maximum rate allowed by law, whichever is less, on past due accounts. B. 6: 0� nersltip and Use of Documents 6_5 Public Records Law. UES acknowledges and agrees that all records associated with the Contract are subject to the provisions of Florida's Public Records Law (Chapter 119, Florida Statutes). UES understands that records in the possession of Client can only be maintained confidential to the extent allowed under Florida's Public Records law. In each instance where UES provides to Client any documents that UES deems proprietary and confidential trade secrets as defined in the Florida Uniform Trade Secrets Act (Chapter 688, Florida Statutes), it shall label them as such. Client shall maintain these documents in a confidential manner consistent with the Florida Uniform Trade Secrets Act. If Client receives a public records request for documents identified by UES as ADDENDUM TO GENERAL CONDITIONS Page 1 of 4 proprietary and confidential trade secrets, Client shall promptly notify UES of the request. If, after consultation with Client, UES continues to maintain that the documents are proprietary and confidential trade secrets under Florida law, and exempt from public disclosure pursuant to an applicable exemption of Florida's Public Records Law, UES shall provide Client the applicable statutory exemption. If after receipt of the applicable exemption from UES Client confirms that the exemption applies, Client shall assert the applicable exemption from disclosure under Florida Public Records Law; provided that UES, shall at its own expense, defend, indemnify or at its option, settle, any and all claims, including but not limited to, claims for attorneys' fees and costs under Florida's Public Records Law, brought against Client or its officials, agents and employees arising from Client's assertion of a public records exemption pursuant to this paragraph. Nothing herein shall be interpreted to authorize or require Client to violate the requirements of Florida's Public Records Law or any order of any court of competent jurisdiction. UES shall comply with the applicable requirements of Florida's Public Records Law. IF UES HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO DES'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS, ANDREA LORENZO- LUACES, CITY CLERK, AT (407)327 -4753, CITY OF WINTER SPRINGS, 1126 E. STATE ROAD 434, WINTER SPRINGS, FLORIDA 32708; ALUACES@WINTERSPRINGSFL.ORG. C. SECTION 8: RISK ALLOCATION 8.1 Client agrees that UES's liability for any damage on account of any breach of contract, error, omission or other professional negligence will be limited to a sum not to exceed One Million Dollars ($1,000,000.00), and Client hereby agrees to pay additional consideration of four percent (4 %) of the total fee due to UES, or $400.00, whichever is greater. The additional charge for this higher liability limit is because of the greater risk assumed and is not strictly a charge for additional professional liability insurance. D. SECTION 10: DISPUTE RESOLUTION 10.1 All claims, disputes, and other matters in controversy between UES and Client arising out of or in any way related to this Contract will be submitted to mediation, before and as a condition precedent to other remedies by law, including the commencement of litigation. 10.2 If a dispute arises related to the services provided under this Contract and that dispute requires litigation instead of mediation as provided above, then: ADDENDUM TO GENERAL CONDITIONS Page 2 of 4 (a) the claim will be brought and tried in judicial jurisdiction of the court of Seminole County; and (b) The prevailing party will be entitled to recovery of all reasonable costs incurred, including staff time, court costs, attorneys' fees, and other claim related expenses. E. SECTION 11: TERMINATION 11.1 This Contract may be terminated, for convenience and without penalty, by either party upon thirty (30) days written notice. UES shall be paid for services performed to the termination notice date plus reasonable termination expenses. F. SECTION 13. GOVERNING LAW AND SURVIVAL 13.1 This Contract shall be governed and construed in accordance with the laws of the State of Florida and venue for any disputes related to this Contract shall be in Seminole County, Florida for state court disputes and Orlando, Florida for federal court disputes. G. SECTION 15. INDEPENDENT CONTRACTOR 15.1 Independent Contractor. At all times during the term of this Contract, UES shall be an independent contractor and shall not be an employee of Client. Client shall have the right to control UES only insofar as the results of DES's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subsection 15.3; however, otherwise Client shall not have the right to control the means by which UES accomplishes services rendered pursuant to this Contract. Notwithstanding any other city, state, or federal policy, rule, regulation, law, or ordinance to the contrary, UES and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by Client. 15.2 UES Not an Agent. Except as Client may specify in writing, UES shall have no authority, express or implied, to act on behalf of Client in any capacity whatsoever as an agent. UES shall have no authority, express or implied, pursuant to this Agreement to bind Client to any obligation whatsoever. 15.3 Assignment of Personnel. UES shall assign only competent personnel to perform services pursuant to this Contract. In the event that Client, in its sole discretion, at any time during the term of this Contract, desires the reassignment of any such persons, UES shall, immediately upon receiving notice from Client of such desire of Client, reassign such person or persons. ADDENDUM TO GENERAL CONDITIONS Page 3 of 4 15.4 Payment of Taxes. UES is solely responsible for the payment of employment taxes incurred under this Contract and any similar federal or state taxes. 15.5 Authorization to Perform Services. UES is not authorized to perform any services or incur any costs whatsoever under the terms of this Contract until receipt of authorization from the Client. 3. Other Terms and Conditions. Any other terms and conditions not expressly modified by this Addendum shall remain unchanged and in full force and effect. 4. Conflict. In the event of any ambiguity, conflict or inconsistency between this Rider and the Agreement, the terms and conditions of this Rider shall prevail and control. IN WITNESS WHEREOF the parties have hereunto set their hands and seals on the day first above written. Client: City of Winter Springs, Florida Kevin L. Smith, City Manager UES: U11' l rsal Engineering Sciences, Inc. Title�f ADDENDUM TO GENERAL CONDITIONS Page 4 of 4 Attachment "C" Attention: Mr. Joe Crum Re: Cost Proposal and Contract Terms for the City of Winter Springs 2016 -17 Plan Review & Inspection Services UES Document No. 1268446.5 UES Opportunity No.: 0115.0915.00005 Dear Mr. Crum, Universal Engineering Sciences, Inc. (Universal) is pleased to submit our cost proposal and contractual terms to the City of Winter Springs for Plan Review and Inspection Services. Universal is an experienced, respected engineering firm that has diverse knowledge the code and standards governing permitting, inspections and certification of all types of construction. We understand that rapid response time on inspections and plan review tasks and having a respectful attitude toward all clientele (e.g., the general public, citizens and contractors) represents a primary concern of the City of Winter Springs. We are presenting our proposed scope of service, together with our fee structure and contract terms, in the following paragraphs. We look forward to being associated with the City of Winter Springs. S D B /cg 9I9IW1e1 f��:F L C MI Respectfully Submitted, UNIVERSAL ENGINEERING SCIENCES, INC., Sherman "Dale" Baker Building Inspections Department Manager sbaker(@universalenaineerina.com R. Kenneth Derick, M.S., P.E. Sr. Vice President Central Florida Regional Manager 3532 Maggie Blvd. Orlando, FL 32811 • Ph: 407 - 423 -0504 • Fax: 407 - 423 -3106 www.UniversalEngineering.com LOCATIONS: ' Atlanta UNIVERSAL ® Daytona Beach • Fort Myers ENGINEERING SCIENCES • Fort Pierce ® Gainesville Consultants In Geotechnical Engineering • Environmental Sciences Jacksonville Geophysical Services • Construction Mater ialsTesting • Threshold Inspection Miami Building Inspection • Plan Review • Building Code Administration • Ocala ® Orlando (Headquarters) ® Palm Coast • Panama City August 11, 2016 Pensacola • Rockledge ® Sarasota ® St. Petersburg • Tampa Cit of Winter Springs Tifton West Palm Beach 1126 E. State Road 434 Winter Springs, FL 32708 Attention: Mr. Joe Crum Re: Cost Proposal and Contract Terms for the City of Winter Springs 2016 -17 Plan Review & Inspection Services UES Document No. 1268446.5 UES Opportunity No.: 0115.0915.00005 Dear Mr. Crum, Universal Engineering Sciences, Inc. (Universal) is pleased to submit our cost proposal and contractual terms to the City of Winter Springs for Plan Review and Inspection Services. Universal is an experienced, respected engineering firm that has diverse knowledge the code and standards governing permitting, inspections and certification of all types of construction. We understand that rapid response time on inspections and plan review tasks and having a respectful attitude toward all clientele (e.g., the general public, citizens and contractors) represents a primary concern of the City of Winter Springs. We are presenting our proposed scope of service, together with our fee structure and contract terms, in the following paragraphs. We look forward to being associated with the City of Winter Springs. S D B /cg 9I9IW1e1 f��:F L C MI Respectfully Submitted, UNIVERSAL ENGINEERING SCIENCES, INC., Sherman "Dale" Baker Building Inspections Department Manager sbaker(@universalenaineerina.com R. Kenneth Derick, M.S., P.E. Sr. Vice President Central Florida Regional Manager 3532 Maggie Blvd. Orlando, FL 32811 • Ph: 407 - 423 -0504 • Fax: 407 - 423 -3106 www.UniversalEngineering.com Page 12 Scope of Services The City of Winter Springs is a municipal corporation organized under a city manager /council form of government. The City's operating hours are Monday through Friday, 8:00 a.m. to 5:00 p.m., except for holidays. Universal understands that the City desires to enter into a contract with our firm to provide Plan Review and Inspection Services. Universal understands that the services expected for each area of this contract mentioned above may include the following: Plans Review Services involve: Examination, review, and analysis of traditional and electronic construction drawings, plans, specifications and other submittals to ensure compliance with adopted local, state and federal codes, ordinances, policies and regulations; Examination, review, and analysis of life safety drawings, plans and specifications to ensure compliance with adopted local, state and federal codes, ordinances, policies and regulations; Processing plan review comments and plan review reports; Establishing permit valuations and permit fees based on adopted ordinances; Attending and participating in meetings relating to proposed designs and code compliance; Responding to code compliance and design criteria inquiries from architects, project managers, engineers, contractors, sub - contractors, property owners, city employees and the public; Conducting research relating to local, state and federal codes, new legislation and product approvals; and Providing technical assistance to building inspectors as directed by the Building Official. Inspection Services involve: Researching inspection history associated with assigned inspections; Conducting inspections to ensure compliance with adopted local, state and federal codes, ordinance, policies and regulations; Conducting life safety inspections to ensure compliance with adopted local, state and federal codes, ordinance, policies and regulations; Processing inspection comments and inspection results; and responding to code - related inquiries from architects, project managers, engineers, contractors, subcontractors, property owners, city employees and the public as directed by the Building Official. General Project Approach Approach At Universal Engineering Sciences, Inc. (Universal) we practice a customer first, team approach to service. We have effective, time - proven structure, and processes in place, to assure customer satisfaction, and to maintain our hard - earned reputation as a leader in our industry. We employ experienced personnel with standard licensure under Florida Statute 468, 471, and 481, who possess the interpersonal skills necessary to foster an atmosphere of respect and appreciation for the services we provide. As the growing demand for building code services tests budget constraints and staff responsible to perform the work, Universal has become a reliable, cost - effective resource for clients statewide looking to enhance the consistency and efficiency of plans review, inspection and code administration. Currently, our staff provides solutions of various capacities for both county and municipal governments, builder groups and developers ranging from on -call project -by- project assignments to total turnkey management and staffing. This diversity of service and customization of our project to provide the best answer to our clients needs is what sets us apart from our competitors. We believe it is not good enough to merely offer a broad -based "one size fits all" solution g]UNIVERSAL ENGINEERING SCIENCES Committed to Service! Page 13 as every client or agency has needs that are unique. We have found that being proactive with solutions developed for each specific client's needs allows Universal to provide the most accommodating and responsive service package available in our industry. Responsibilities Universal has a well defined structure which delineates responsibilities of both management and staff to assure timely processing of requests for service, effective dispute resolution, responsive reporting, and secure archiving of our professional activities. We take a team approach to everything we do and, as a result, have benefited from the understanding that as a team we work together to achieve one common goal the complete satisfaction of our clients. Our reputation is simply too valuable to risk any credibility when it comes to performing the work that we are contracted to do. This commitment allows for a consistency in the quality of work that we perform and, at the same time, delivers a product like no other. A. Methodology and Capacity for Performing the City of Winter Springs Plan Review & Inspection Services Universal Engineering Sciences, Inc. (Universal) proposes to use the following approach to assist the City of Winter Springs Building Department. The work we propose includes, but is not limited to, the following: 1. Plans Review Services 2. Inspection Services Our plan to assist the City of Winter Springs Building Department would be to have our designated licensed individuals work with your current city staff and report directly to the Building Official, Mr. Joe Crum, or his designee. There will be no degradation of the City's service hours to the public. Our firm has the capabilities to provide both residential and commercial licensed inspectors in all trades (commercial building, electrical, plumbing, mechanical and one- and two- family dwelling) to fulfill the City's current needs and to ensure that excellent service is being provided to the public. All of our existing personnel have been inspecting and reviewing plans for a minimum of 10 years, upward to over 30 years. Our experienced, tactful staff will be sure to please and exceed your minimum expectations. We recommend that the City institute a fee for inspections after normal working hours to provide a convenience for those wishing to pay for the extended service. All Universal employees will be neat and clean and they will wear identification which gives authorization to perform City inspection services. Professional and personal conduct of our staff will conform to the City's personnel policies. Criminal background and legal status checks of all employees are routinely conducted by our firm's Human Resources department as a condition of employment, and will be part of this program as well. The employees which are using vehicles will also have their driving record checked to ensure they can legally drive our vehicles to the standards established by our vehicle insurer. Any staff which does not conform to the required standards will be counseled by our firm and /or removed at the request of the Town. Our firm has been in operation for over 50 years, and our stability and longevity ensures that your employees, whom we employ for this contract, will be with us for years to come working for a proven company with an excellent track record. We also pay for their licensing upkeep and pay for their continuing education, which is required to maintain licensure. g]UNIVERSAL ENGINEERING SCIENCES Committed to Service! Page 14 B. Ability to Perform Tasks & Adequacy of Staff Our firm has the ability and experience to perform these services with our existing staff located in Central Florida. All of our current inspection and plan review personnel possess the required Florida state certifications required by Florida Statute 468 to perform the required services. This group is more than adequate to handle the anticipated work load projected. We will provide each inspector's license prior to award of the contract. Contract Operating Fees We propose to charge an hourly fee at a rate which is commensurate with the current contract with the City of Lakeland which expires November 19th, 2017. Electronic Plan Review Services = $80.00 per hour Inspection Services = $80.00 per hour After -Hour requests (outside 8am -5pm, Monday- Friday) will be charged $125.00 per hour with a 2 -hour minimum. Contract Terms This contract is good for one year from date of acceptance and may be renewed annually thereafter by the City of Winter Springs and Universal Engineering for a term not to exceed four years. Enclosed you will find our General Conditions and our Work Authorization /Proposal Acceptance Form. If you wish us to proceed with the prescribed fee structure arrangement, please have the party responsible for payment sign the appropriate space on the Work Authorization /Proposal Acceptance Form and return it to BlDadm.' 5universalengineerinq.com. By ordering the work, you acknowledge acceptance of our General Conditions. Should you have any questions concerning this information please do not hesitate to call. We look forward to working with you and serving the distinguished City of Winter Springs. g]UNIVERSAL ENGINEERING SCIENCES Committed to Service! UNIVERSAL ENGINEERING SCIENCES, INC. Work Authorization / Proposal Acceptance Form PLEASE SIGN AND RETURN ONE COPY VIA EMAIL OR FAX. Universal Engineering Sciences, Inc. (Universal) is pleased to provide the services described below. The purpose of this document is to describe the terms under which the services will be provided and to obtain formal authorization. Opportunity Name: City of Winter Springs Plan Review & Inspection Services 2016 -17 Date: August 11, 2016 Opportunity Location: 1126 E. State Road 434, Winter Springs, FL 32708 Client Name: City of Winter Springs Contact: Joe Crum Contact Business Address: 1126 E. State Road 434, Winter Springs, FL 32708 Contact Fax Number: 407 - 327 -4784 Contact Phone: 407 - 327 -5974 Email: icrum@winterspringsfl.org I. Scope of Services & Understanding of Project (See attached proposal or as indicated below). UES Opportunity No.: 0115.0915.00005 UES Docs No.: 1268446.5 Fees and Terms Electronic Plan Review Services = $80.00 per hour Inspection Services = $80.00 per hour After -Hours Services = $125.00 per hour with a 2 -hour minimum (Piggyback off of the City of Lakeland's contract which expires 11/19/17 II. Contract Documents. The following documents form part of the Agreement and are incorporated herein by referral: A. Universal General Conditions. In the event of any inconsistency or conflicting among the Contract Documents, the provision in that Contract Documents first listed above shall govern. III. Authority to proceed and for payment. (To be completed by Client) A. For payment of Services, invoice to the account of: Firm: Social Security Number or Federal Identification No.: Address: Attention: City: Zip Code: Title: Phone: Fax: B. If the invoice is to be mailed for approval to someone other than the account charged, please indicate where, below: Firm: Address: Attention: City: Zip Code: Title: Phone: Fax: IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duty authorized representatives this day of 2016. CLIENT: BY (signature): NAME: TITLE: DATE: UNIVERSAL ENGIN,F_ER_ING SCIENCES, INC. BY (signature): SIGNATORY: S. Dale Baker TITLE: Buildina Inspections Department Manaaer DATE: August 11, 2016 Universal Engineering Sciences, Inc. Attention: Orlando BID 3532 Maggie Boulevard, Orlando, Florida 32811 Phone: 407 - 423 -0504 / Fax: 407 - 423 -3106 GENERAL CONDITIONS SECTION 1: RESPONSIBILITIES 1.1 Universal Engineering Sciences, Inc., ( "UES "), has the responsibility for providing the services described under the Scope of Services section. The work is to be performed according to accepted standards of care and is to be completed in a timely manner. The term "UES" as used herein includes all of Universal Engineering Sciences, Inc's agents, employees, professional staff, and subcontractors. 1.2 The Client or a duly authorized representative is responsible for providing UES with a clear understanding of the project nature and scope. The Client shall supply UES with sufficient and adequate information, including, but not limited to, maps, site plans, reports, surveys and designs, to allow UES to properly complete the specified services. The Client shall also communicate changes in the nature and scope of the project as soon as possible during performance of the work so that the changes can be incorporated into the work product. 1.3 The Client acknowledges that UES's responsibilities in providing the services described under the Scope of Services section is limited to those services described therein, and the Client hereby assumes any collateral or affiliated duties necessitated by or for those services. Such duties may include, but are not limited to, reporting requirements imposed by any third party such as federal, state, or local entities, the provision of any required notices to any third party, or the securing of necessary permits or permissions from any third parties required for UES's provision of the services so described, unless otherwise agreed upon by both parties. 1.4 Universal will not be responsible for scheduling our services and will not be responsible for tests or inspections that are not performed due to a failure to schedule our services on the project or any resulting damages. 1.5 PURSUANT TO FLORIDA STATUTES §558.0035, ANY INDIVIDUAL EMPLOYEE OR AGENT OF UES MAY NOT BE HELD INDIVIDUALLY LIABLE FOR NEGLIGENCE. SECTION 2: STANDARD OF CARE 2.1 Services performed by UES under this Agreement will be conducted in a manner consistent with the level of care and skill ordinarily exercised by members of UES's profession practicing contemporaneously under similar conditions in the locality of the project. No other warranty, express or implied, is made. 2.2 The Client recognizes that subsurface conditions may vary from those observed at locations where borings, surveys, or other explorations are made, and that site conditions may change with time. Data, interpretations, and recommendations by UES will be based solely on information available to UES at the time of service. UES is responsible for those data, interpretations, and recommendations, but will not be responsible for other parties' interpretations or use of the information developed. 2.3 Execution of this document by UES is not a representation that UES has visited the site, become generally familiar with local conditions under which the services are to be performed, or correlated personal observations with the requirements of the Scope of Services. It is the Client's responsibility to provide UES with all information necessary for UES to provide the services described under the Scope of Services, and the Client assumes all liability for information not provided to UES that may affect the quality or sufficiency of the services so described. 2.4 Should UES be retained to provide threshold inspection services under Florida Statutes §553.79, Client acknowledges that UES's services thereunder do not constitute a guarantee that the construction in question has been properly designed or constructed, and UES's services do not replace any of the obligations or liabilities associated with any architect, contractor, or structural engineer. Therefore it is explicitly agreed that the Client will not hold UES responsible for the proper performance of service by any architect, contractor, structural engineer or any other entity associated with the project. SECTION 3: SITE ACCESS AND SITE CONDITIONS 3.1 Client will grant or obtain free access to the site for all equipment and personnel necessary for UES to perform the work set forth in this Agreement. The Client will notify any and all possessors of the project site that Client has granted UES free access to the site. UES will take reasonable precautions to minimize damage to the site, but it is understood by Client that, in the normal course of work, some damage may occur, and the correction of such damage is not part of this Agreement unless so specified in the Proposal. 3.2 The Client is responsible for the accuracy of locations for all subterranean structures and utilities. UES will take reasonable precautions to avoid known subterranean structures, and the Client waives any claim against UES, and agrees to defend, indemnify, and hold UES harmless from any claim or liability for injury or loss, including costs of defense, arising from damage done to subterranean structures and utilities not identified or accurately located. In addition, Client agrees to compensate UES for any time spent or expenses incurred by UES in defense of any such claim with compensation to be based upon UES's prevailing fee schedule and expense reimbursement policy. SECTION 4: SAMPLE OWNERSHIP AND DISPOSAL 4.1 Soil or water samples obtained from the project during performance of the work shall remain the property of the Client. 4.2 UES will dispose of or return to Client all remaining soils and rock samples 60 days after submission of report covering those samples. Further storage or transfer of samples can be made at Client's expense upon Client's prior written request. 4.3 Samples which are contaminated by petroleum products or other chemical waste will be returned to Client for treatment or disposal, consistent with all appropriate federal, state, or local regulations. SECTION 5: BILLING AND PAYMENT 5.1 UES will submit invoices to Client monthly or upon completion of services. Invoices will show charges for different personnel and expense classifications. 5.2 Payment is due 30 days after presentation of invoice and is past due 31 days from invoice date. Client agrees to pay a finance charge of one and one -half percent (1 'h %) per month, or the maximum rate allowed by law, on past due accounts. 5.3 If UES incurs any expenses to collect overdue billings on invoices, the sums paid by UES for reasonable attorneys' fees, court costs, UES's time, UES's expenses, and interest will be due and owing by the Client. SECTION 6: OWNERSHIP AND USE OF DOCUMENTS 6.1 All reports, boring logs, field data, field notes, laboratory test data, calculations, estimates, and other documents prepared by UES, as instruments of service, shall remain the property of UES. 6.2 Client agrees that all reports and other work furnished to the Client or his agents, which are not paid for, will be returned upon demand and will not be used by the Client for any purpose. 6.3 UES will retain all pertinent records relating to the services performed for a period of five years following submission of the report, during which period the records will be made available to the Client at all reasonable times. 6.4 All reports, boring logs, field data, field notes, laboratory test data, calculations, estimates, and other documents prepared by UES, are prepared for the sole and exclusive use of Client, and may not be given to any other party or used or relied upon by any such party without the express written consent of UES. SECTION 7: DISCOVERY OF UNANTICIPATED HAZARDOUS MATERIALS 7.1 Client warrants that a reasonable effort has been made to inform U ES of known or suspected hazardous materials on or near the project site. 7.2 Under this agreement, the term hazardous materials include hazardous materials (40 CFR 172.01), hazardous wastes (40 CFR 261.2), hazardous substances (40 CFR 300.6), petroleum products, polychlorinated biphenyls, and asbestos. 7.3 Hazardous materials may exist at a site where there is no reason to believe they could or should be present. UES and Client agree that the discovery of unanticipated hazardous materials constitutes a changed condition mandating a renegotiation of the scope of work. UES and Client also agree that the discovery of unanticipated hazardous materials may make it necessary for UES to take immediate measures to protect health and safety. Client agrees to compensate UES for any equipment decontamination or other costs incident to the discovery of unanticipated hazardous waste. 7.4 UES agrees to notify Client when unanticipated hazardous materials or suspected hazardous materials are encountered. Client agrees to make any disclosures required by law to the appropriate governing agencies. Client also agrees to hold UES harmless for any and all consequences of disclosures made by UES which are required by governing law. In the event the project site is not owned by Client, Client recognizes that it is the Client's responsibility to inform the property owner of the discovery of unanticipated hazardous materials or suspected hazardous materials. 7.5 Notwithstanding any other provision of the Agreement, Client waives any claim against UES, and to the maximum extent permitted by law, agrees to defend, indemnify, and save UES harmless from any claim, liability, and /or defense costs for injury or loss arising from UES's discovery of unanticipated hazardous materials or suspected hazardous materials including any costs created by delay of the project and any cost associated with possible reduction of the property's value. Client will be responsible for ultimate disposal of any samples secured by UES which are found to be contaminated. SECTION 8: RISK ALLOCATION 8.1 Client agrees that UES's liability for any damage on account of any breach of contract, error, omission or other professional negligence will be limited to a sum not to exceed $50,000 or UES's fee, whichever is greater. If Client prefers to have higher limits on contractual or professional liability, UES agrees to increase the limits up to a maximum of $1,000,000.00 upon Client's written request at the time of accepting our proposal provided that Client agrees to pay an additional consideration of four percent of the total fee, or $400.00, whichever is greater. The additional charge for the higher liability limits is because of the greater risk assumed and is not strictly a charge for additional professional liability insurance. SECTION 9: INSURANCE 9.1 UES represents and warrants that it and its agents, staff and consultants employed by it, is and are protected by worker's compensation insurance and that UES has such coverage under public liability and property damage insurance policies which UES deems to be adequate. Certificates for all such policies of insurance shall be provided to Client upon request in writing. Within the limits and conditions of such insurance, UES agrees to indemnify and save Client harmless from and against loss, damage, or liability arising from negligent acts by UES, its agents, staff, and consultants employed by it. UES shall not be responsible for any loss, damage or liability beyond the amounts, limits, and conditions of such insurance or the limits described in Section 8, whichever is less. The Client agrees to defend, indemnify and save UES harmless for loss, damage or liability arising from acts by Client, Client's agent, staff, and other UESs employed by Client. SECTION 10: DISPUTE RESOLUTION 10.1 All claims, disputes, and other matters in controversy between UES and Client arising out of or in any way related to this Agreement will be submitted to alternative dispute resolution (ADR) such as mediation or arbitration, before and as a condition precedent to other remedies provided by law, including the commencement of litigation. 10.2 If a dispute arises related to the services provided under this Agreement and that dispute requires litigation instead of ADR as provided above, then: (a) the claim will be brought and tried in judicial jurisdiction of the court of the county where UES's principal place of business is located and Client waives the right to remove the action to any other county or judicial jurisdiction, and (b) The prevailing party will be entitled to recovery of all reasonable costs incurred, including staff time, court costs, attorneys' fees, and other claim related expenses. SECTION 11: TERMINATION 11.1 This agreement may be terminated by either party upon seven (7) days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof. Such termination shall not be effective if that substantial failure has been remedied before expiration of the period specified in the written notice. In the event of termination, UES shall be paid for services performed to the termination notice date plus reasonable termination expenses. 11.2 In the event of termination, or suspension for more than three (3) months, prior to completion of all reports contemplated by the Agreement, UES may complete such analyses and records as are necessary to complete its files and may also complete a report on the services performed to the date of notice of termination or suspension. The expense of termination or suspension shall include all direct costs of UES in completing such analyses, records and reports. SECTION 12: ASSIGNS 12.1 Neither the Client nor UES may delegate, assign, sublet or transfer their duties or interest in this Agreement without the written consent of the other party. SECTION 13. GOVERNING LAW AND SURVIVAL 13.1 The laws of the State of Florida will govern the validity of these Terms, their interpretation and performance. 14 If any of the provisions contained in this Agreement are held illegal, invalid, or unenforceable, the enforceability of the remaining provisions will not be impaired. Limitations of liability and indemnities will survive termination of this Agreement for any cause. SECTION 14. INTEGRATION CLAUSE 14.1 This Agreement represents and contains the entire and only agreement and understanding among the parties with respect to the subject matter of this Agreement, and supersedes any and all prior and contemporaneous oral and written agreements, understandings, representations, inducements, promises, warranties, and conditions among the parties. No agreement, understanding, representation, inducement, promise, warranty, or condition of any kind with respect to the subject matter of this Agreement shall be relied upon by the parties unless expressly incorporated herein. 14.2 This Agreement may not be amended or modified except by an agreement in writing signed by the party against whom the enforcement of any modification or amendment is sought. Rev. 0611012015