HomeMy WebLinkAboutSCS Engineers-Engineering Services Agreement- 2001 06 01
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LETTER OF TRANSMITTAL
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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.
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DESCRIPTION
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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
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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
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SIGNED:
Betsv J. Cohen
Contracts Supervisot
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ENGINEERING SERVICES AGREEMENT (PS-586-01/BJC)
SOLID WASTE MANAGEMENT
;02 JI-;
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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.
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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.
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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.
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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.
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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.
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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
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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
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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.
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(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.
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,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
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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
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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
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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
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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.
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'SE~TION 1.3.
EQUAL OPPORTUNITY EMPLOYMENT.
The ENGINEER agrees
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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
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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
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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
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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
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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-
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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
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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
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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
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Workers' Compensation Act, or any other coverage customarily insured
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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)
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(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
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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
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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.
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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
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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
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01-APR-2001
01-APR-2001
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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:
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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
,~"..,'
-~
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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
.
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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.
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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
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