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HomeMy WebLinkAboutSCS Engineers-Engineering Services Agreement- 2001 06 01 " ~~: . l LETTER OF TRANSMITTAL ., - Seminole County Purchasing Division 1101 E. 1st Street, Sanford, Florida 32771 Phone: 407-665-7112 Fax: 407-665-7956 TO: SCS ENGINEERS DATE: 6/14/2001 ATTENTION: ROBERT GARDNER RE: ENGINEERING SERVICES AGREEMENT FOR SOLID WASTE MANAGEMENT - MASTER AGREEMENT SUBJECT: PS-586-01/BJC o BID No. o Change Order No. o Amendment No. o Contract No. o Work Order No. ITEM NO. I DESCRIPTION 1 I CERTIFIED COPHDR YOUR FILES THESE ARE TRANSMITTED as checked below: o For your information o For your signature o For your files o For approval o Approved as submitted o Resubmit _ copies for approval o For your use o Approved as noted o For your review & comment o As requested o Returned for corrections o Pleaseieturn to my attention '0 For your action o - o Please respond by COMMENTS: FOR YOUR FILES. IF YOU HAVE ANY QUESTIONS OR NEED FURTHER ASSISTANCE, PLEASE CONTACT ME AT EXTENSION 7112. THANK YOU. TO: DAVID GREGORY, SOLID W JUDY GARREll, ENVIRONM FINANCE LEGAL OFFICE PROJECT FILE moo I SIGNED: Betsv J. Cohen Contracts Supervisot t.'-,c;~'^'1 (t~,~ (~U - ", ". ~ .' . .~:. ',: ENGINEERING SERVICES AGREEMENT (PS-586-01/BJC) SOLID WASTE MANAGEMENT ;02 JI-; . THIS AGREEMENT is made and entered into this , ~, 20&, by and between SCS ENGINEERS, duly autho- rized t~~t business in the State of Florida, whose address is 3012 day of U.S. Highway 301, Suite 700, Tampa, Florida 33619-2242, hereinafter called the "ENGINEER" and SEMINOLE COUNTY, a political subdivision of the State of Florida, whose address is Seminole County Services Build- ing, 1101 East First Street, Sanford, Florida 32771, hereinafter called the "COUNTY". . ,WI TN E SSE T'H: WHE~S, the COUNTY desires to retain the services of a competent and qualified engineer to provide professional engineering services to support Solid Waste Management in Seminole County; and WHEREAS, the COUNTY has requested and received expressions of interest for the retention of services of engineers; and WHE~S, the ENGINEER ~s competent and qualified to furnish engineering services to the COUNTY and desires to provide professional services according to the terms and conditions stated herein, NOW, THEREFORE, in consideration of the mutual understandings and covenants set forth herein, the COUNTY and the ENGINEER agree as follows: SECTION 1. ~ SERVICES., The COUNTY does hereby retain the ENGINEER to furnish professional services and perform those tasks as further described in the Scope of Services attached hereto as Exhibit \\ A" and made a part hereof. Required services shall be specifically enumerated, described and depicted in the Work Orders authorizing performance of the specific project, task or study. This Agreement standing alone does not authorize the performance of any work or require the COUNTY to place any orders for work. 1 J' ~ SECTION 2. TERM. This Agreement shall take effect on the date of its execution by the COUNTY and shall run for a period of two (2) years and, at the sole option of COUNTY, may be renewed, for one (1) successive period not to exceed two (2) years. 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. AUT~ORIZATION FOR SERVICES. Authorization for per- formance of professional services by the ENGINEER under this Agreement shall be in the form of written Work Orders issued and executed by the COUNTY and signed by the ENGINEER. A sample Work Order is attached hereto as Exhibi t "B". Each Work Order shall describe the services required, state the dates for commencement and completion of work and establish the amount and method of payment. The Work Orders will be issued under and shall incorporate the terms of this Agreement. The COUNTY makes no covenant or promise as to the number of available projects nor that, the ENGINEER will perform any project for the COUNTY during the life of this Agreement. - The COUNTY reserves the right to contract with other parties for the s~rvices contemplated by this Agree- ment when it is determined by the COUNTY to be in the best interest of the COUNTY to do so. -.. SECTION 4. TIME FOR COMPLETION. The services to be rendered by the' ENGINEER shall be commenced, as specified in such Work Orders as may be issued hereunder, and shall be completed wi thin the time specified therein. In the event the COUNTY determines that significant benefits would accrue from expediting an otherwise established time schedule for completion of services under a given Work Order, that Work Order may include a negotiated schedule of incentives based on time savings. 2 SECTION 5. COMPENSATION. The COUNTY agrees to compensate the ENGINEER for the professional services called for under this Agreement on ei ther a "Fixed Fee" basis or on a "Time Basis Method". If a Work oider is issued under a "Time Basis Method," then ENGINEER shall be compensated in accordance with the rate schedule attached as Exhibi.t "e" . I f a Work Order is issued for a "Fixed Fee Basis," then the appl~cable Work Order Fixed Fee amount shall include any and all reimbursable expenses. SECTION 6. REIMBURSABLE EXPENSES. If a Work Order is issued on a "Time Basis Method," then reimbursable expenses are in addition to the . ' hourly rates. Reimbursable expenses are subject to the applicable "Not- to-Exceed" or "Limitation of, Funds" amount set forth in the Work Order. Reimbursable expenses may include actual expenditures made by the ENGINEER, 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 COUNTY, the cost of other expenditures made' by the ENGINEER in the in'terest 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 ENGINEER shall perform all work required by the Work Order but, in no event, shall the ENGINEER be paid more than the 3 ~ 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. I f a Not-to-Exceed amount is provided, the ENGINEER shall perform all work required by the Work Order; but, in no event, shall the ENGINEER 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 amqunt. ,The ENGINEER is not authorized to exceed that amount wi thout the prior written approval of the COUNTY. Said approval, if given by the COUNTY, shall indicate a new Limitation of Funds amount. The .ENGINEER shall advise the COUNTY whenever the ENGINEER has incurred expenses on any Work Order that equals or exceeds eighty percent (80%) of the Limitation of Funds amount. (d) For Work Orders issued on a "Fixed Fee Basis," the ENGINEER may invoice the amount due based on the percentage of total Work Order services actually performed and completed; but, in no event, shall the invoice amount exceed a percentage of the Fixed Fee amount equal to a percentage of the total services actually completed. The COUNTY shall pay the ENGINEER ninety percent (90%) of the approved amount on Work Orders issued on a "Fixed Fee Basis". (e) For Work Orders' issued on a "Time Basis Method" with a Not- to-Exceed amount, the ENGINEER may invoice the amount due for actual work hours performed but, 'in no event, shall the invoice amount exceed a 'percentage of the Not-to-Exceed' amount equal to a percentage of the total services actually completed. The COUNTY shall pay the, ENGINEER ninety percent (90%) of the approved amount on Work Orders issued on a "Time Basis Method" with a Not:-to-Exceed amount. 4 (f) Each ~vork 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 COUNTY determines that w'ork is substantially complete and the amount' retained is considered to be in excess, the COUNTY may, at its sole and absolute discretion, release the retainage or any portion thereof. . (g) For Work Orders issued on a "Time Basis Method" with a Limitation of Funds amount, the ENGINEER may invoice' the amount due fbr services actually perf.ormed and completed. The COUNTY shall pay the ENGINEER one hundred percent (100%) of the approved amount on Wor,k Orders issued on a "Time Basis Method" with a Limitation of Funds amount. (h) Payments shall be made by the COUNTY to the ENGINEER when requested as work progresses for services furnished, but not mpre than once monthly. Each Work Order shall be invoiced s~parately. ENGINEER ,shall render to COUNTY, at the close of each calendar month, an itemized invoice properly dated, describing any services rendered, the cost of the services, the name and address of the ENGINEER, Work Order Number, Contract Number and all other information required by this Agreement. The original invoice shall be sent to: Director of County Finance Seminole County Board of County Commissioners P.O. Box 8080 Sanford, Florida 3277~~ A duplicate copy of the iny6ice shall be sent to: Solid Waste Mangement 500 West Lake Mary Boulevard Sanford, Florida 32773 (i) Payment shall be made after review and approval by COUNTY within thirty (30) days of receipt of a proper invoice from the 'ENGINEER. 5 ~ ,SECTION 8. GENERAL TERMS OF PAYMENT AND BILLING. (a) Upon satisfactory completion of work required hereunder and, upon acceptance of the work by the COUNTY, the ENGINEER may invoice the COUNTY for the full amount of compensation provided for under the terms of this Agreement including any retainage and less any amount already paid by the COUNTY. The COUNTY shall pay the ENGINEER within thirty (30) .days of receipt of proper invoice. (b) The COUNTY may perform or have performed an audit of the records of the ENGINE~R after final payment to support final payment hereunder. This audit would be performed at a time mutually agreeable . . . -0 . to the ENGINEER and the COUNTY subsequent' to the close' of the, final fiscal period in which the last work is performed. Total compensation to the ENGINEER may be determined subsequent to an audit as provided for in subsections (b) and (c) of thi's Section, and the total compensation so dete~mined shall be used to calculate final payment to the ENGINEER. Conduct of this audit shall not delay final payment as provided by subsection (a) of this Section. (c) In addition to the above, if federal funds are used for any work under the Agreement, the Department of Housing and Urban Develop- ment, the Comptroller General of the United States, or any of their duly authorized representatives, shall have access' to any books, documents, papers, and records, of the ENGINEER which are _ directly pertinent to work performed under thi~ Agreement for purposes of making audit, examination, excerpts and ~ranscriptions. (d) The ENGINEER agrees to maintain all books, documents, papers, accounting records and other evidences pertaining to work performed under this Agreement in such a manner as will readily conform to the terms of this Agreement and to make such materials available at the ENGINEER's office at all reasonable times during the Agreement period 6 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 auditor inspection conducted after final payment, but within the period provided in paragraph (d) of this Section reveals any overpayment by the COUNTY under the terms of the Agreement, the ENGINEER shall refund such overpayment to the COUNTY within thirty (30) days of notice by the COUNTY. SECTION 9. RESPONSIBILITIES OF THE ENGINEER. (a) The ENGINEER shall be responsible for the professional quality, technical accuracy, competence, methodology, accuracy and the coordination of all of the following which are listed for illustration purposes and not as a limitation: documents, analysis, reports, data, plans,' plats, maps" surveys, specifications, and any and all other services of whatever type or nature furnished by the ENGINEER under this Agreement. The ENGINEER shall, without additional compensation, correct or revise any errors or deficiencies in his plans, analysis, data, reports, designs, drawings, specifications, and any and all other services of whatever type or nature. (b) Neither the COUNTY's review, approval or acceptance of, nor payment for, any of the services required shall be construed to operate as ,a' waiver of any rights. under this Agreemen.t. nor of any cause of action arising out of the performance of this Agreement and the ENGINEER shall be and always remain" liable to the COUNTY in accordance with applicable law for any and all damages to the COUNTY caused by the ENGINEER's negligent or wrongful performance of any of the services furnished under this Agreement. SECTION 10. OWNERSHIP OF DOCUMENTS. All deliverable analysis, reference data, survey data, plans and reports or any other form of 7 written instrument or document that may result from the services or have been created during the course of the ENGINEER's ENGINEER's performance under this Agreement shall become the ,property of the COUNTY after'final payment is made to the ENGINEER. SECTION 11. TERMINATION~ (a) The COUNTY may, by written notice to the ENGINEER terminate this-Agreement or any Work Order issued hereunder, in whole or in part, at any time, either for the COUNTY's' convenience or because of the failure of the ENGINF;ER to fulfill its Agreement obligations. Upon receipt of such notice, the ENGINEER shall: (1) immediately discontinue all services affected unless the notice directs otherwise, and (2) deliver to the COUNTY all data, drawings, specifica- tions, reports, estimates, summaries, and any and all such other information and materials of whatever type or nature as 'may have been accumulated by the ENGINEER in performing this Agreement, whether completed or in process. (b) If the termination is for the convenience of the COUNTY, the ENGINEER shall be paid compensation for services performed to the date of termination. If this Agreement calls for the payment based on a Fixed Fee amount, the ENGINEER shall be paid no more than a percentage of the Fixed Fee amount e~~ivalent to the percen~age of the completion of work, as determined solely and conclusively by the COUNTY, contem- plated by this Agreement. (c) I f the termination is due to the failure of the ENGINEER to fulfill its Agreement obligations, the COUNTY may take over the work and prosecute the same to completion by other Agreements or otherwise . In such case, the ENGINEER shall be liable to the COUNTY for all reasonable additional costs occasioned to the COUNTY thereby. The ENGINEER shall 8 not be liable for such additional costs if the failure to perform the Agreement arises without any fault or negligence of the ENGINEER; provided, however, that the ENGIN~ER shall be responsible and liable for the actions of its subcontractors, agents, employees and persons and enti ties of a similar type or nature . Such causes may include acts of God or of the public enemy,' acts of the COUNTY in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restric- tions, strikes, freight embargoes, ~nd unusually severe weather; but, in every case, the fail~re to perform must be beyond the control and without any fault or negligence of the ENGINEER. (d) If, after notice of termination for failure to fulfill its Agreement obligations, it is determined that the ENGINEER had not so failed, the termination shall be conclusively deemed to have been effected for the convenience of the COUNTY. In such event, adjustment in the Agreement price shall be made as provided in subsection (b) of this Section. (e) The rights and remedies of the COUNTY provided for in this Section are in addition and supplemental to any and all other rights and remedies provided by law or under this Agreement. SECTION 12. 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. -..:. ' 'SE~TION 1.3. EQUAL OPPORTUNITY EMPLOYMENT. The ENGINEER 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, disabil- ity, or national origin. This provision shall include, but not be 9 limited to, the following: employment, upgrading, demotion or transfer; recrui tment advertising; layoff or termination; rates of payor other forms of compensation; and selection for training, including appren- ticeship. SECTION 14. NO CONTINGENT FEES. The ENGINEER warrants that it has not employed or retained any company or person, ,other than a bonafide employee working solely fot the ENGINEER to solicit or secure this Agreement and that it has not paid or, agreed to pay any person, company, corporation, ~ndividual or firm, other than a bonafide employee working solely for the ENGINEER, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from award or making of this Agreement. For the breach or violation of this provision, the COUNTY shall have the right to terminate the Agreement at its sole dis- cretion, without liability and to deduct from the Agreement price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. SECTION 15. CONFLICT OF INTEREST. (a) The ENGINEER agrees that it will not contract for or accept . - employment for the performance of any work or service with any individ- ual, business, corporation or government unit that would create a conflict of interest in the performance of its obligations pursuant to this Agreement with the COUNry. (b) The ENGINEER agiee~ that it will neither take any action nor engage in any conduct that would cause any COUNTY employee to violate the provisions of Chapter 112, Florida Statutes, relating to ethics in government. (c) In the event that ENGINEER causes or in any way promotes or encourages a COUNTY officer, employee, or agent to violate Chapter 112, Florida Statutes, the' COUNTY shall have the right to terminate this 10 " .\ Agreement. SECTION 16. ASSIGNMENT. This Agreement, or any interest herein, shall not be assigned, transferred, or otherwise ,encumbered, under any circumstances, by the parties hereto without prior written consent of the other party and in such cases only by a document of equal dignity herewith. . SECTION 17. SUBCONTRACTORS. In the event that the ENGINEER, 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 ENGINEER jmust first secure the prior express written approval of the COUNTY. If subcontractors or other professional associates are required in connec- tion with the services covered by this Agreement, ENGINEER shall remain fully responsible for the services of subcontractors, or other profes- sional associates. SECTION 18. ~NDEMNIFICATION OF COUNTY. The ENGINEER agrees to hold harmless , indemnify the COUNTY, its commissioners, officers, em- ployees, and agents against any and all claims, losses, damages or lawsuits for damages, arising from, allegedly arising from or related to the negligent provision of services hereunder by the ENGINEER, excepting such liability as may arise out of COUNTY's, negligence of willful or reckless disregard of COUNTY,'s obligations under-this Agreement. SECTION 19. INSURANCE. (a) GENERAL. The ENGINEER. shall at the ENGINEER's own cost, procure the insurance requiFed under this Section. (1) The ENGINEER shall furnish the COUNTY with a Certifi- cate of Insurance signed by an authorized representative of the insurer evidencing the insurance required by this Section (Professional Liabil- i ty, Workers' Compensation/Employer's Liability and Commercial General 11 Liability). The COUNTY, its officials, officers, and employees shall be named as an additional insured under the Commercial General Liability policy. The Certificate of Insurance shall provide th~t the COUNTY shall be given not less' than thirty (30) days written notice prior to the cancellation or restriction of coverage. Until such time as the insurance is no longer required to be maintained by the ENGINEER, the ENGINEER shall provide the COUNTY with a renewal or replacement Certifi- cate of Insurance not less than thirty (30) days after 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 i's in full compliance with the requirements of the Agreement. In lieu 6f the statement on the Certificate, the ENGINEER shall, at the option of the COUNTY submit a 'sworn, notarized statement from' an authorized representative of the insurer that the Certificate is being provided in accordance with the Agreement and that the insurance is in full compli- ance with the requirements of the Agreement. (3) In addition to providing the Certificate of Insurance, if required by the COUNTY, the ENGINEER shall, within thirty (30) days 'after receipt of the reque'st, provide, the COUNTY with a certified copy of each ,of the policies of_insurance providing t~e coverage required by this Section. (4) Neither approval by the COUNTY nor failure to disap- prove the insurance furnished by a ENGINEER shall relieve the ENGINEER of the ENGINEER's full responsibility for performance of any obligation including 'ENGINEER indemnification of COUNTY under this Agreement. (b) INSURANCE COMPANY REQUIREMENTS. Insurance companies provid- ing the insurance under this Agreement must meet the following require- 12 ments: (1) Companies issuing policies other than Workers' Compen- sation, must be authorized to conduct business in the State of Florida and prove same by maintaining Certificates of Authority issued to the' companies by the Department, of Insurance of the State of Florida. Policies for Workers' Compensation may be issued by companies authorized as a'group self-insurer by Section 440.57, Florida Statutes. (2) 'In addition, such companies other than those authorized by Section 440.57, Fl.orida Statutes, shall have and maintain a Best's Rating of "A" or better and a Financial Size Category of "VII" or better according to A.M. Best Company. (3) If, during the period which an insurance company is providing the insurance coverage required by this Agreement; an insur- ance company shaLl: 1) lose its Certificate of Authority, 2) no longer comply with Section 440.57, Florida Statutes, or 3) fail to maintain the requisite Best's Rating and Financial Size Category, the ENGINEER shall, as soon as the ENGINEER has knowledge of any such circUmstance, immedi- ately notify the COUNTY and immediately replace the insurance coverage provided by the insurance company with a different insurance company meeting the requirements' of this Agreement. Until such time as the ENGINEER has replaced the unacceptable insurer with an insurer accept- able to the COUNTY the ENGINEER shall be deemed to be in default of this . -..:. ... Agreement. (c) SPECIFICATIONS. Without limiting any of the other obliga- tions or liability of the ENGINEER, the ENGINEER shall, at the ENGI- NEER's sole expense, procure, maintain and keep in, force amounts and types of insurance, conforming to the minimum requir.ements set forth in this subsection. 'Except as otherwise speci fied in the Agreement, the insurance shall become effective prior to the commencement of work by 13 the ENGINEER and shall be maintained in force until the Agreement completion date. The amounts and types of insurance shall conform to the following minimum requirements. (1) workers'Compensation/Employer'sLiability. (A) The ENGINEER's insurance shall ~over the ENGINEER for liability which would be covered by the latest edition of the standard Workers' Compensation Policy, as filed for use in Florida by the National Council on Compensation Insurance, without restrictive endorsements. The E~GINEER will also be responsible for procuring proper proof of coverage from its subcontractors of every tier 'for liability which is a result of a Wor,kers' Compensation injury to the subcontractor's employees. The minimum required limits to be provided by,both the ENGINEER and its subcontractors is outlined in subsectiori (c) below. In addition to cov~rage for the Florida Workers'Compensa- tion Act, where appropriate, coverage is to be included for the United States Longshoremen and Harbor Workers' Compensation Act, Federal Employers' Liability Act and any other applicable federal or state law. (B) Subj ect to the restrictions of coverage found in the standard Workers', Compensation Policy, there shall be no maximum limit on the amount of coverage for liability impOsed by the Florida Workers' Compensation Act, the United States Longshoremen's and Harbor . Workers' Compensation Act, or any other coverage customarily insured -..:. under Part One of the standard Workers' Compensation Policy. (C) The minimum amount of coverage under Part Two of 'the standard Workers' Compensation Policy shall be: $ 500,000.00 $1,000,000.00' $ 500 , 0.0 0 . 00 (Each Accident) (Disease-Policy Limit) , (Disease-Each Employee) 14 (2) CormnercL3l General Liability. (A) The ENGINEER's insurance shall cover the ENGINEER 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 Insur- ance 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 EN(;INEER (inclusive of any amounts provided by an Umbrella or Excess policy) shall be as follows: LIMITS General Aggregate $Three (3) Times the Each Occurrence Limit Personal & Advertising Injury Limit $1,000"000.00 Each Occurrence Limit $1,000,000.00 (3) Professional Liability Insurance. The ENGINEER shall carry limits of not less than ONE MILLION AND NO/lOa DOLLARS ($1,000,000.00) . '(d) COVERAGE. The insurance provided' by ENGINEER pursuant to this Agreement shall apply on a primary basis and any other insurance or self-insurance maintained ~y the COUNTY or ~he COUNTY's officials, officers, or employees shail be excess of and not ~ontributing with the insurance provided by or o~ behalf of the ENGINEER~ (e) OCCURRENCE BASIS. The Workers' Compensation Policy and the sional Liability insurance policy must either be on an occurrence basis, or, if a claims-made basis, the coverage must respond to all claims 15 reported within three (3) years following the period for which coverage is required and which would have been covered had the coverage been on an occurrence basis. ( f) OBLIGATIONS. Compliance with the foregoing insurance requirements shall not relieve the ENGINEER, its employees or agents of liability from any obligation under a Section or any other portions of this Agreement. SECTION 20. ALTERNATIVE DISPUTE RESOLUTION (ADR). (a) In the event of a dispute related to any performance or payment obligation arising' under this Agreement, the parties agree to exhaust COUNTY ADR procedures prior to filing suit or otherwise pursuing legal remedies. COUNTY ADR procedures for proper invoice and payment disputes are set forth in Section 55.1, "Prompt Payment Procedures," Seminole County Administrative Code. Contract claims include all controversies, except disputes addressed by the "Prompt Payment Proce- dures," arising under this Agreement with ADR procedures set 'forth in Section 220.102, "Contract Claims," Seminole County Code. (b) ENGINEER agrees that it will file no suit or otherwise pursue legal remedies based on facts or evidentiary materials that - were not presented for consideration in the COUNTY ADR procedures set forth in subsection (a) above of which the ENGINEER had knowledge and failed to present during the COUNTY ADR procedures. (c) In the' event that COUNTY ADR pro<:;:edures are exhausted and a suit is filed or legal remedies are otherwise pursued, the parties shall exercise best efforts to resolve disputes through voluntary mediation. Mediator selection and the procedures to be employed in voluntary mediation shall, be mutually acceptable to the parties. Costs of voluntary mediation shall be shared equally among the parties partici- pating in the mediation. 16 SECTION 21. REFRESENTATIVES OF THE COUNTY AND THE ENGINEER. ~a) It is rec6gnized that questions in the day-to-day conduct of performance pursuant to this Agreement will arise. The COUNTY, upon request by the ENGINEER, shall designate in writing and shall advise the ENGINEER 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 authori ty to transmit instructions, receive information and interpret and define the COUNTY I s policy and dec~sions pertinent to the work co~ered by this Agreement. (b) The ENGINEER shall, at all times during the normal work week, designate or appoint one or more representatives of the ENGINEER who are authorized to act in behalf of and bind the ENGINEER regarding all matters involving the conduct of the performance pursuant to this Agreement and shall keep the COUNTY continually and effectively advised of such designation. SECTION 22. ALL PRIOR AGREEMENTS SUPERSEDED. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained or referred - to in this, document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior rep~esentations or agreements, whether oral or written. SECTION 23. MODIFICATIONS, AMENDMENTS OR ALTERATIONS. No modifi- cation, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a 'written document executed with the same formality and of equal dignity herewith. 17 SECTION 24. INDEPENDENT ,CONTRACTOR. It is agreed that nothing herein contained is intended or should be construed as in any manner creating or establishing a relationship of co~partners between the parties, or as constituting the ENGINEER (including its officers, employees, and agents) the agent, representative,' or employee of the COUNTY for any purpose, or in any manner, whatsoever. The ENGINEER is to be. and shall remain forever an independent contractor with respect to all services performed under this Agreement. SECTION 25. EMPLOYEE STATUS. Persons employed by the ENGINEER in the performanc;;e ,of services and functions pursuant to this Agreement shall have no claim to pension, workers' compensation,unerrtployment' com- pensation, civil service or other employee rights or privile~es granted to the,cCOUNTY I s officers, and employees either by operation of law or by the GOUNTY. SECTION 26. SERVICES NOT PROVIDED FOR. No claim for services furnished by the ENGINEER not specifically provided for herein shall be honored by the COUNTY. SECTION 27. PUBLIC RECORDS LAW. ENGINEER acknowledges COUNTY 's 'obligations under Article I, Section 24, Florida Constitution and Chapter 119, Florida Statutes, to release public records to members of the public upon request. ENGINEER acknowledges that COUNTY is required to comply with Article Ii Section 24, Florida Constitution and Chapter 119, Florida Statutes, in~the handling of the materials created under this Agreement and that said statute controls over the terms of this Agreement. SECTION 28. ,COMPLIANCE WITH LAWS AND REGULATIONS. In providing all services pursuant to this Agreement, the ENGINEER shall abide by all statutes, ordinances, rules, and regulations pertaining to, or regulat- ing the provisions of, such services, including those now in effect and 18 delivery of written notice of termination to the ENGINEER. SECTION 29. NOTICES. Whenever either party desires to give 'notice unto the other, it must be given by wrItten notice, sent by registered or certified United States mail, with return receipt request- ed, 'addressed to the party for whom it is intended at the place last specified and the place for giving of notice shall remain ,such until it shall have been changed by written notice in compliance with the provisions of this Section. For the present, the parties designate the following as the resp~ctive places for giving of notice, to-wit: FOR COUNTY: Solid Waste Mangement 500 West Lake Mary Boulevard Sanford, Florida 32773 FOR ENGINEER: SCS Engineers 3012 U.S. Highway 301, Suite 700 Tampa, Florida 33619-2242 SECTION 30. RIGHTS AT LAW RETAINED. The rights and remedies of the COUNTY, provided for under this Agreement, are in addition and supplemental to any other rights and remedies provided by law. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the date below written for execution by the COUNTY. ATTEST: SCS ENGINEERS ~ ,,1f,:-u) RAYMOND . DE R, P.E. Vite-Presiden By: ~L ROBERT B. GARDNER, P.E. Vice-President (CORPORATE SEAL) Date: s,y,o ( 19 ATTEST: R C rk to the Board of ounty Commissioners of Seminole County, Florida. For use and of Seminole Approved as legal suf reliance County only. to form and ien County AC/lpk 4/9/01 5/7/01 ~S-586-01-SCS ENGINEERS 3 Attachments: Exhibit "A"- Scope of Services Exhibit "B"':' Sample Work Order Exhibit "C"- Rate Schedule BOARD OF COUNTY COMMISSIONERS SEMINOLE COUNTY, FLORIDA --- ~ ~ ' ------- DI~N DER WEIDE, Chairman Date: t/ . /"J. .0 I As authorized for execution by the Board of ounty Commissioners at their l , 20~ regular mee in . 20 Exh ibit A Background: Seminole County operates an integrated solid waste management system that includes County owned, maintained, and operated facilities and contracted services. The County owns, operates, and maintains an active sluny-walllandfill (and ancillary facilitiesl, two closed landfills, and a transfer station (and ancillary facilities). The County contracts for the collect/on of refuse from 55,000 residents in unincorporated County; And the County contracts for certain operational services inciuding processing of 45,000 tons per year of yard waste and the processing of 12,000 tons per year of recyclabfes. The County seeks the services of qualified, experienced firms to provide Professional Engineering services to support the County's solid waste management activities. Scope of Services - Solid Waste Management Engineering . Theseiected firm is to provide fuii-service Professional Engineering services in support of the County's comprehensive solid waste management organization. 1. Facilities Supported Engineer will support the following County-owned facilities: · Active solid waste landfill · Closed solid waste landfills · Recycling facilities · Transfer station · Citizen service areas that support solid waste activities · Other facilities as directed by the $olid Waste Manager 2. ActIvities Engineer will conduct activities including, but not limited to, theJollowing: · Feasibility studies · Engineering design · Construction engineering services, inCluding contracting support, resident engineering. construction inspection, and construction quality assurance. · Analyses of existing facilities and operftions · Development of solid weste management related compUter. and data management systems II". · Capital planning · Solid waste permitting and regulatory compliance (examples, permit renewal and maintenance, permitting new facilities assuring compliance of ongoing activities, interfacing with, and representing the County to, regulatory agencies) · Other related services (that may include: support with disaster response including preparation of disaster response plans, supporting debris removal activities, supporting infrastructure repair activities, supporting preparation of FEMA and other required paperwork) · Other assignments as directed by the Solid Waste Manager Examples of typical work (for demonstration purposes only): · Permit renewal of landtms, transfer station, or other solid waste facilities · Design of landfill closure elements · Design of transfer'stati,ons " " , · Design of recycling processing facilities · Design of modifications to transfer station facilities · Design and modification of leachate management systems · Full-time Resident engineer and construction inspection of landfill closure · Construction quality assurance for liner installation during closure 11 EXHIBIT "B" WORK ORDER FOR ENGINEERING SERVICES AGREEMENT (PS-586-01/BJC) SOLID WASTE MANAGEMENT WORK ORDER NO. : SAMPLE PROJECT: COUN,TY: SEMINOLE COUNTY, a political subdivision of the State of Florida. ENGINEER: SCS ENGINEERS ENGINEER'S ADDRESS: 3012 U;S. Highway 301, Suite 700 Tampa, Florida 33619-2242 ',.,., E~ecution of the Work,Orderby COUNTY shall serve as a~thorization for the ENGINEER 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 COUNTY and the ENGINEER and further delineated in the specifications, conditions and requirements stated in the following listed documents which are attached , hereto ~nd made a part hereof. ATTACHMENTS: DRAWINGS/PLANS/SPECIFICATIONS SCOPE OF SERVICES SPECIAL CONDITIONS The ENGINEER 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 COUNTY and shall be completed within ( calendar days. 1 METHOD OF COMPENSATION: ,(a) This Work Order is issued on a: FIXED FEE BASIS TIME BASIS METHOD WITH A NOT-TO-EXCEED AMOUNT TIME BASIS METHOD WITH A LIMITATION OF FUNDS AMOUNT (b) I f the compensation is based on a "Fixed Fee Basis," then the ENGINEER shall perform all work required by this Work Order for the sum of DOLLARS ($ ). In no event shall the ENGINEER be paid more than the Fixed Fee Amount. (c) If the compensation is based on a "Time Basis Method" with a Not-to-Exceed Amount, then the, ENGINEER shall perform all work required by this Work Order for a sum not exceeding DOLLARS ($ ) .' The ENGINEER's compensation shall be based on the actui'!'l"work required by this Work Order. ';;(d) If the compensation is based on a "Time Basis Method" with a Limitation of Funds Amount, then the ENGINEER is not authorized to .r..:,. ~< .::. exceed the Limitation of Funds amount of DOLLARS ($ without prior written approval of the COUNTY. Such approval, if given by the COUNTY, shall indicate a new Limitation of ,Funds amount. The ENGINEER shall advise the COUNTY whenever the ENGINEER has incurred expenses on this ~oik Order that equals or exceeds eighty percent (80%) of the Limitation of Funds amount. The COUNTY shall compensate the ENGINEER for the actual we~k performed under this -..> , Work Order. Payment to the ENGINEER shall be made by the COUNTY in strict accordance with the payment terms of the above-referenced Agreement. It is expressly understood by the ENGINEER that this Work Order, until execut~d by the COUNTY, does not authorize the performance of any services by the ENGINEER and that the COUNTY, prior to its execution of the Work Order, reserves the right to authorize,a party other than th~ 2 ENGINEER to perform the services called for under this Work Order if it is determined that to do so is in the best interest of the COUNTY. IN WITNESS WHEREOF, the parties hereto have made and executed this Work Order on this purposes stated herein. ATTEST: RAYMOND J. DEVER, P.E. Vice-President (CORPORATE SEAL) ATTEST: MARYANNE MORSE Clerk to the Board of County Commissioners of Seminole County, Florida. For use and reliance of,~eminole County only; Approved as to form and legal sufficiency. County Attorney day of Date: Date: 20 for the SCS ENGINEERS By: ROBERT B. GARDNER, P.E. Vice-President BOARD OF COUNTY COMMISSIONERS SEMINOLE COUNTY, FLORIDA By: DICK VAN DER WEIDE, Chairman As authorized for execution by the Board of County Commissioners at their , 20 regular meeting. 3 . "J.j',=.l3:)l,(19:C1.1 FAX HJ62J6i57 .----, SCS E%I:\EERS EXHIBIT C RATE SCHEDULE SCS ENGINEERS STANDARD FEE SCHlI~DUlE Office DirectorlPrinicpals ........ ..............;..................... .................................. ...... Project Director! Associate .. ......~.. ..................... ..... ................................. ..,.......... , Pl'oj ect Manager ....... ...... ......:.......................... .................................. ........:.......... Senior Technical Advisor .................... .:........................................... .................:. . S" . 'P' P fi . 1 ' enIor rOJ ect ro eSSlona ...,...,. ..,.. ..,.., .........;................. ......... ........... ..... ........... ... Proj ect Professional....... ....;............ ........ .......................... ............................. ....... Staff Professional...; .:............. ;... .................. ..................................... .... .'.............. D esigner .~. .................... ................. ..... ..'...... ..... ............ ........ ...................,... ... ,..... Associate' Staff Professional... ................ ........ .......... ................... ....'.........,......... Draftsp erson..... ............ ........................ .... ..... ........... ~.... .............. .....'......... ......... . T ecluucian........ ..... ...... ........ ........ ........ .................. ......... ............... ............. ......... '.fj g" M Or ice' e'f'r'lce anager ............:..........,........:................:.................. .......... ......... S ecretan a1JClerica 1.................................. .................................... ............... ......... Note: , ~O(IJ RatefHour ($) 140 135 110 95 90 75 65 5S 50 45 45 45 40 The above r.\!es include salary, overhead, administration, and profit. Otfcr direct expenses, such' 3S analyses of air, ...vater and soil samples, r:production, travel, subsistence, st:bcontractors, long dislanc~ telephone, computers. etc., are billed at actual cost plus 15 perc1:nt. ' t."'. .': ~~::~ TIfIS CERTlF1CATE IS ISSUED AS A MATTER OF INFORMATION ONlY AND CONFERS NO RIGKTS UPON TIfE CERllFlCATE HOLDER, THIS CBmFICAlC OOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POuctES BELOW. COMPANIES AFl :oRDING COVERAGE 17115-700 tl'A.S.llI COllPAHY Zurich Am.ria.., InaurIl1l:. Company A Z1247.al1 (I'AS.~ cc:.sAHY Am.ricen Guarllnte. & Liahirrty In.ura"~ Company 11,).7..00 Il'ASI~1 CCIoIPAHY &11t.dfalrt anllUl'lan~ Co npany C ~7.'~1 IP~~ ' COWI"AHY Zunch Americttn l"euF.llc. Compllny D ' . ~ ,~ , Tl1IS IS TO CCRnFY TWIT THE ~ES OF INSUMNCE USTEO BELDW HAVE BEEN ISSUED TO'THE INSURED NA...m ABCNE FOR Tl1E POUCY P!RICo INDICATED. NOlWmlSTANOINO AN'f REQUIREMENT. TERM Oft CONDITION OF AN'fCONTFlACT OR OTHI,Ft DOC\J lIEP-fT WITH RESPECT TO WHICH TliIS CEl'\T1FlCATE w.y Be ISSUED OR ",",Y PERTAIN. TliE INSURANCE AFFORDEO BY THE POUCIES D6SClt'ltED HEf ElN IS SUBJECT TO AU. THE TERI.IS EXCi.lJSlOHS AND CONDITIONS OF SUCH POUCIES. UMITS SHOWN MAY HAVE B~ REP\JCfO BY PAlO C:lAlMS.' , . . 06/~6iOl 09:4& PAX 8136236757 SCS E\Gl:-'EEHS ~ A-CORD,. =.. ~', ."M:':...~~+W(;.a. P'AODUtaI Willis North America. Inc. - R.giona' c:.rt center , , 201 N. Tahlm Blvd. Suite 300 , Phoenix AZ B6028 (877155~769 INtUA ED SCS ENGINEERS 9TH flOOR 3111 LONa IJEACH BLVD. LONG BEACH CA 90807 i4i 002 aHOUUl A)t'( Of llIE AIIOVf IlEsanaI D I'OI.JClEII K CAllCEu.ED nf'llAE 11IE E>>IAATIDIf DATE lMUIl!OI', 11IE au NO COII~A)t'(, WILl. ~~.. IlAIL 30 DAYS WIlrTTD NOTJ:E TO T1IE f ~ 1t 1I0UlOlIWLED TO '\'ME lUf, IUIlIU.llllDl1a _.ucHlllIDCIlla uax.....1IDl.........DIllllUUUll I I" .11111:~ x UAllllBXllll104 1 JUI~U """'tE CO LTJI Q.EN! IlAl AOOJIEGATE PRCC lJ:n~ AGO P'OUCY EfnC'TlYl ~ ouc:v EIlPIU 1101I DATEI'IIIJDD(YY) DAn~fY) 01-APR-2001 01-APR-20C12 TYPE OF IllII11UoMC1! I'OUCY IIUIIIEJI ullrra A ' 0VlDW. l.IAIIIUJY X CCJl,(J.lEfIClAL GENERAL UAlIlUTY ,:;t\ CtAlWS "'ACE ~ CCCIJR o.w;Sl'S & CXlNTRACTOA"S PACT L0804440407 8 AUTOIIO.1lE UAIlIUTY 8 X Nol'f ..uTO AlL OWNEO A~ SC:HEoUu:O"'~ X HIRED ...~ X , NCt< -OWNED AL/TOS, QARA4[ LJ.\IIlLJTY Nol'f ..uTO' C Ell cu.s UAIllUTY X UWllRfUA F<lRW 0 VAl BAP804li611707 AOSI BAP80444q607 01-APR-2001 01-APR-2001 01-APR-20002 01-APR-2002. CCJl,(e !NED 9L'CIl.E uwrr BCXlIL 'f I>UiRY (I"llrpo....-.) !lOCll. r lIIUJRY (Per. cidMl PflCP !RTY OAloIIoQE SU0804440601 01-APR-2001 01-APR-200:l C363360801 ,01-oCT-2000 01-oCT-2001 ~ ~ETCf\I PAA'TNE1IlI/EXeCVTl'o't: CFl'lCUlS AA E: C cmtUI Prote..ional &. Envirollmen PEC793000007 01-APR-2001 01-APR-200Z ts,II00,OOO Par C:laia 15,1'00, ODD 14IfT"sr"t. '51, 000 Da.uo~la DEXIlPTlOM or O'EAATlOM/l.OC.t.TIOIII(VEMICl.EIl(UOEaAL 1n.1 SEE ATTACHED ,~"..,' -~ - ~ '" SEMINOU: COUNTY 1101 E.1STSTREET SANFORD FL 32771 . 1,000,000 1,000,000 1.000,000 1, 000,000 1.000,000 10,000 1,000,000 . :~Jif:~~~~~tWt~~t~/~~gi~;t~~ii 6.0DO,DOD Ii" GOO, ODD jt~!.:~~*::H~p.!~1r~}i<WH~t~~) 1,000,000 l,OOG,DOO 1, ODD, ODD ! ar.. ': '~:: ~~\, .':p..- 06/,O~/01 .09:48 FAX 8136236757 .SCS E\GI\EERS ~003 SCS ENGINEERS .9ll1 FLOOR 3711 LONG BEACH BLVD. LONG BEACH CA 90807 '''OOUCVl Willia North America. Inc. . R.gion.1 Cert eMt., 11201 N. Tatum Blvd. Suit. 300 Phoenil! AZ 8&028 (877) 569-&7tl9 lKJUIlED . ~.~. ~~ ~, THIS. IS TO CERTlFY TliA.T THE POUCID OF INSURANCE USTED BELOW MVE BEEN ISStJED TO THE IICIURED N \MED ABOVE FOR TltE POl.ICY PERIOD INDICATED. NOTWlTHSTANDWO ANY AEClUIRENEHT. TERM OR COHomoN OF NlY CON'11VoCT OR OlliE:R DOCUIofEHf wml RESPECT TO WHICH nns CERTlFICAT'E MAY BE ISSUED OR MAV P!IlTAlN. nil! IHSURANCE AFFOADED f1f THE POt.a6S DESCRIBED HElIEIN IS SUiUECT TO ALL THE TfJ\MS. EXCUJSIONS AND CONDlTDNS OF auat POUCIEX. U".~ MAY HAVE BEEN REnUCED rt( PAID CUJYS. TYn Of' DlB\I"-"Ia: pouey IWIlIlEA PGlJCY U'PIECnVl PGlJC'f' DHlAlX.. DATE DA UIII'B DESCRIPTION OF OPERATIONS/LOCATIONS/YEHICLES/SPECIAL ITEMS The certificate holder is ~amedal t~e additional insured Ilnder the General Liability cove-rage plr the attached Indorsement. This inslI'rlncl is primary ,.per -the pol icy- for.m. A -per project aggregate app-lies per the policy form. A waiver of subrogation applies to the Generol Liability C(lveragl p8r the policy form. SCS Job No. ~9201019.00 Contract No. PS-586-01/BJC Re: Engineering Services Agreement for Solid Waste ManDgemr-nt Pl~ri Master Agreement ---....:. A iIIiIi- ~ IHOULD IJt'I or nil! ABOVl I)OCR'" POUCID . CAllCI!I..U!II IUOIlI! THl DJlIUTIlI DATI! T1IIJlIOF, VIla "".10 COIIPAIIY WLL ~~" IW1. ~ DAft WIUTTEJI_OT1CI: TO THI C11l1TV'lCAn: MOLDO IWID TO TM! LUTr lIB DUlIIXlIZ_.-:llIl.l/DDIIlI.III__..................11 II!IIIIUJ - AlJ"E ~ ' . . .. . ~ . "" - .... ~ SEMINOLE COUNTY 1101 E. 1STSmEET SANfORD FL 32771 r. O~/Oti/Ol 09:49 fAX ~lJti2Jti757 SCS E.\(; 1.\I:U<S 1411IH 'i roLfcnruMBER: CLO BC;4440+-07 .000IMJ:RclAL CENEIlAL L1AB1U"1"\ CG ~ 1003'': THIS ENDORSEMENT CHANGES THE POUCV. PLEASE ;[lEAD Ir CAJlErUIJ.Y. , ' ADDmONAL INSURED. OWNERS,LES~~ ORC()N'l!lACTOU~-" .': SCHEDULEllPERSON OR ORGANl[ZAnON ," -....- This eDdonclnC1Il IDOdilics illS1lrucc prcMdcd ~cr ~ roU~ COMMERCIAL OENE.RA.L LlABIUTY COVERAGE PAJlT SCHEDULE Name or Pasc. or OrpDbIadoa: AS REQUIRED BY 'THOSE ENTITIES WITH WHOM 'l'H.E BAMED INSl'RED RXEctr1'ES A ~ CON'1'J().CT. (lC 110 eaz:y &ftClUS aboYc, iAt~a1iOllre.q~d to complete this,cDdoncmc:Dt.iU illC Ihowll ill the Dcx1an.tiollS I.S appli. able 10 IlIi& e adorsemeat.) .. . W1wJ II Aaz-.d (ScdIoa II) is alKAdC~ !o iAdlldc as aD iDWrcd !he pcnoIl or OIrpAimioD shOWll iD 1Lc Schcdwc:. bill DAly--uh rupc;tt tD liability arisiag 0IIl of your ClGIO~ opcratio. perf'Ol'1IIcd ror tb1 i:aswd. CG 10 100397 Co~ ~aCll Scrvicca .Q8iCll.lac:... 1996 I'qe 11111 0 -- .... o ~,~