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HomeMy WebLinkAbout2017 02 13 Consent 304 Universal Contract AmendmentCOMMISSION AGENDA ITEM 304 REQUEST: Informational Consent X Public Hearings Regular February 13, 2017 KS BF Regular Meeting City Manager Department The Community Development Department is requesting City Commission approval of an amendment to Universal Engineering Sciences' agreement and authorization of up to $75,000 for the performance of Professional Building Department Services. SYNOPSIS: Universal Engineering Sciences is currently under contract for Professional Building Department Services. This agenda item amends the contract to clarify the scope of work and level of service requirements. In addition, this agenda item authorizes the expenditure of up to $75,000 for the performance of Building Department Services. CONSIDERATIONS: . At the September 12, 2016 City Commission meeting, the Commission authorized entering into an agreement with Universal Engineering Sciences for Professional Building Department Services. Universal was selected based on a piggyback of Universal's contract with the City of Lakeland for similar services. . The Professional Building Department Services performed by Universal include: • Plans Review Services • Building Code Inspection Services • Building Code Administration / Building Official Services . In the past, some or all of the above - listed services were performed using in -house personnel. Starting in November 2016, all of these services are being performed by an outside contractor (Universal). Consent 304 PAGE 1 OF 2 - February 13, 2017 Universal performs Building Department Services under the direction of the Community Development Department, on an as- needed basis. Universal has provided satisfactory service to date and they have been consistently responsive to the City's customer service needs. . The enclosed contract amendment, Exhibit A, provides a detailed scope of services and defines service levels and time frames for the daily performance of Universal's services. The service levels described in the contract amendment are currently being performed. The purpose of the amendment is to document the service levels and to more clearly define the overall scope of Universal's Building Department Services. Universal's contract services have been funded to date on a month -to -month basis using budgeted funds in the Contract Services line code of the Development Services Enterprise Fund. As part of this agenda item, Staff is requesting authorization to issue a new purchase order to Universal in the amount of up to $75,000, which is expected cover Universal's contract services for approximately three months. FISCAL IMPACT: The requested authorization in the amount of up to $75,000 is budgeted in the Contract Services line code of the Development Services Enterprise Fund. COMMUNICATION EFFORTS: This Agenda Item has been electronically forwarded to the Mayor and City Commission, City Manager, City Attorney /Staff, and is available on the City's Website, LaserFiche, and the City's Server. Additionally, portions of this Agenda Item are typed verbatim on the respective Meeting Agenda which has also been electronically forwarded to the individuals noted above, and which is also available on the City's Website, LaserFiche, and the City's Server; has been sent to applicable City Staff, Media/Press Representatives who have requested Agendas /Agenda Item information, Homeowner's Associations/Representatives on file with the City, and all individuals who have requested such information. This information has also been posted outside City Hall, posted inside City Hall with additional copies available for the General Public, and posted at six (6) different locations around the City. Furthermore, this information is also available to any individual requestors. City Staff is always willing to discuss this Agenda Item or any Agenda Item with any interested individuals. RECOMMENDATION: Staff recommends City Commission approval of an amendment to Universal Engineering Sciences' agreement and authorization up to $75,000 for the performance of Professional Building Department Services, and authorize the City Manager and the City Attorney to prepare and execute any and all applicable documents. ATTACHMENTS: 1. Exhibit A - Service Level Agreement (7 pages) Consent 304 PAGE 2 OF 2 - February 13, 2017 EXHIBIT A UNIVERSAL OFFICES IN • Atlanta • Daytona Beach 09 • Fort Myers ENGINEERING SCIENCES • Fort Pier le • Gainesville Consultants In Geotechnical Engineering • Environmental Sciences • Construction Materials Testing Jacksonville Threshold Inspection • Plans Review • Private Provider/Building Inspection • Geophysical Services Kissimmee • Leesburg Miami January 30, 2017 Ocala • Orlando • Palm Coast City of Winter Springs Panama City Pensacola 1126 E. State Road 434 Rockledge Winter Springs, FL 32708 • Sarasota Tampa • West Palm Beach Attn: Brian Fields - Director, Community Development Re: Service Level Agreement Professional Building Department Services Opportunity No.: 0115.0117.00018 UES Document No.: 1426705 Dear Mr. Fields: Universal Engineering Sciences, Inc. (Universal) is pleased to provide Professional Building Department Services to the City of Winter Springs. Universal is an experienced, respected engineering firm that has vast knowledge of building inspections, building code administration, plan review and permitting. We realize that rapid response time on inspections and plan review tasks while having a respectful attitude toward the citizens and contractors is a significant mission for the City of Winter Spring. We are presenting our proposed scope of service, together with our fee structure and contract terms, in the following paragraphs for your consideration. In closing, Universal Engineering Sciences, Inc. looks forward to the future in continuing to provide you with Professional Building Department Support Services. We look forward to being associated with both you and the City of Winter Springs. sDB/cg Respectfully submitted, UNIVERSAL ENGINEERING SCIENCES, INC. 0—"et�o'� &6t�� S. Dale Baker CBO, MCP Director, Code Compliance Services 3532 Maggie Blvd. Orlando, FL 32811 • Ph: 407 -581 -8161 • Fax: 407 -581 -0313 www.UniversalEngineering.com City of Winter Springs, Service Level Agreement — Page 2 Scope of Services u The City of Winter Springs is a municipal corporation organized under a city manager /council form of government. The City's operating hours are Monday through Friday, 8:00 a.m. to 5:00 p.m., except for holidays. Universal understands that the City desires to enter into a contract with our firm to provide municipal building department services to its citizens and clients. Work to be accomplished under this contract will include, but not be limited to: (1) building code administration services; (2) plans examination of both residential and commercial projects prior to permit issuance; (3) field inspection of both residential and commercial projects located within the city. All services will be performed in accordance with the Florida Building Code and applicable laws and statutes. Universal understands that the services expected for each area of this contract mentioned above will include the following at a minimum: 1. Building Code Administration /Building Official Services involve: Performing the state required oversight ofthe city's building permit issuing process for compliance with State of Florida required laws and rules for a building permit issuing authority. Providing an actively licensed building code administrator on a daily basis to interpret state building code compliance for the building public. Respond to architects, engineers, contractors and citizens concerning vertical construction within the City of Winter Springs. 2. Plans Review Services involve: Performing the state required examination, review, and analysis of construction drawings both traditional and electronic, plans and specifications to ensure compliance with adopted local, state and federal codes, ordinances, policies and regulations; Examination, review, and analysis of life safety drawings, plans and specifications to ensure compliance with adopted local, state and federal codes, ordinances, policies and regulations; Submitting any corrections needed for compliance with Florida Building Codes. Processing plan review comments and plan review actions; Establishing permit valuations and permit fees based on adopted ordinances; Attending and participating in meetings relating to plan design data and code compliance; Responding to code compliance and design criteria inquiries from architects, project managers, engineers, contractors, sub - contractors, property owners, city employees and the public; Conducting research relating to local, state and federal codes, new legislation and product approvals; and Providing technical assistance to building inspectors. 3. Building Code Inspection Services involve: Dispatching state licensed inspectors to perform field inspections at all industrial, commercial and residential properties undergoing repair and /or construction within the City of Winter Springs. At Universal Engineering Sciences, Inc. (Universal) we practice a customer first, team approach to service. We have effective, time - proven structure, and processes in place, to assure customer satisfaction, and to maintain our hard -earned reputation as a leader in our industry. We employ experienced personnel with standard licensure under Florida Statute 468, 471, and 481, who possess the interpersonal skills necessary to foster an atmosphere of respect and appreciation for the services we provide. Field inspectors use standard industry inspection practices when performing inspections. Field inspectors use city or local type correction notice when detailing areas of code deficiencies. General Project Approach As the growing demand for construction services tests budget constraints and staff responsible to perform the work, Universal has become a reliable, cost - effective resource for cities statewide looking to enhance the consistency and efficiency of plans review, inspection and code administration. Currently, our staff provides solutions of various capacities for municipal governments, builder groups and developers ranging from on -call project -by- project assignments to total turnkey management and staffing. This diversity of service and customization of our service is to provide the best answer to our clients needs is what sets us apart from our competitors. We believe it is not good enough to merely offer a broad -based "one size fits all" solution as every city or agency has needs that are unique. We have found that being proactive with solutions developed for each specific cities needs allows Universal to provide the most accommodating and responsive service package available in our industry. 3532 Maggie Blvd. Orlando, FL 32811 • Ph: 407 -581 -8161 • Fax: 407 -581 -0313 www.UniversalEngineering.com City of Winter Springs, Service Level Agreement — Page 3 Responsibilities u Universal has a well defined structure which delineates responsibilities of both management and staff to assure timely processing of requests for service, effective dispute resolution, responsive reporting, and secure archiving of our professional activities. We take a team approach to everything we do and, as a result, have benefited from the understanding that as a team we work together to achieve one common goal the complete satisfaction of our customers. Our reputation is simply too valuable to risk any credibility when it comes to performing the work or service you have contracted us to do. This commitment allows for a consistency in the quality of work that we perform and, at the same time, delivers a service level unmatched in the construction industry. A. Methodolo2v and Capacity for Performing the City of Winter Spring's Building Department Support Services Universal Engineering Sciences, Inc. (Universal) proposes to use the following approach to assist the City of Winter Spring's Building Department. A designated licensed building code administrator will be assigned to the city and will be considered the city's main contact for day to day operations and interaction for city staff. The Building Code Administrator (Building Official) is considered Universal's project manager for providing premier customer services to the city. The Building Code Administrator directly reports to the City's Community Development Director. The Building Code Administrator is expected to attend any requested meetings, represent the city's interest in oversight of all construction projects within the city. The expectations and needs for this service begins as evaluation of current permitting, plan review, inspection and certificate issuance processes of the city. Any recommendations will be made to the Director of Community Development or others as assigned. The designated building official is responsible for supervision of all Universal employees assigned to the city. City employed staff working within the building department process are provided oversight in work processes. B. Ability to Perform Tasks & Adequacy of Staff Our firm has the ability and experience to perform these services with our existing staff, dispatched from our office in Central Florida. All of our current inspection and plan review personnel possess the required Florida state certifications required by Florida Statute 468 to perform the required services. This group is more than adequate to handle the current and anticipated workloads anticipated for the City of Winter Springs. Our firm has the capabilities to provide both residential and commercial field inspectors, as licensed plan reviewers in all trades (commercial building, electrical, plumbing, mechanical and one- and two - family dwelling) to fulfill the City's current needs and to ensure that excellent service is being provided to the public. All of our existing personnel have been inspecting and reviewing plans for a minimum of 10 years, upward to over 30 years. Our experienced staff will be sure to please and exceed your minimum expectations. Professional and personal conduct of our staff will conform to the City's personnel policies. Criminal background and legal status checks of all employees are routinely conducted by our firm's Human Resources department as a condition of employment, and will be part of this program as well. The employees which are using vehicles will also have their driving record checked to ensure they can legally drive our vehicles to the standards established by our vehicle insurer. Any staff which does not conform to the required standards will be counseled by our firm and /or removed at the request of the City. Our firm has been in operation for over 50 years, and our stability and longevity ensures that your employees, whom we employ for this contract, will be with us for years to come working for a proven company with an excellent track record. We also pay for their licensing upkeep and pay for their continuing education, which is required to maintain licensure. 3532 Maggie Blvd. Orlando, FL 32811 • Ph: 407 -581 -8161 • Fax: 407 -581 -0313 www.UniversalEngineering.com City of Winter Springs, Service Level Agreement — Page 4 Service Levels and Time Frames Universal Engineering Sciences, Inc. (Universal) is prepared to make personnel available immediately to assist the City of Winter Springs with building department administration, plan review service and field inspection service. The city's desired service reliability and responsiveness: A reliable service delivery is understood to be the one which suffers minimum disruptions in a specific amount of time and is available at almost all times. A service with good responsiveness in administration, plan review and inspections will be performed promptly after the customer requests for it. This commitment for expeditious field inspection and plan review responsiveness is the foremost goal of Universal Engineering Sciences. Field inspection responsiveness may be considered dynamic based on the daily fluctuating amount of inspections, distances to those inspections, and prioritizing stages of construction of each individual inspection requests. • The steps for reporting issues with the service: It is Universal's desire to be notified of any reduction in its employee's professionalism and customer service. If a problem is encountered the city will report the problem to the designated project manager (building official). The city will report the problem in writing to the assigned building official with details of the issue of concern. • Response and issue resolution time - frame: Response time -frame will be considered the time period by which Universal will start the investigation of the issue. Issue resolution time -frame is the time period by which the current service issue will be resolved and fixed. The building official will respond to the issue or problem on the same business day but not to exceed maximum 24 hour time period. • Monitoring process and service level reporting: The project manager (building official) will be responsible for monitoring construction activity and future inspection volumes. This monitoring process will involve gathering of different type of statistics from permits issued reports on a monthly basis. Contract Operating Fees We propose to charge an hourly fee at a rate which is commensurate with the task at hand: Building Code Administrator /Building Official = $100.00 per hour Plan Review Service = $80.00 per hour Inspection Service = $80.00 per hour Requests for service outside of Monday- Friday, 8am -5pm will be billed at an hourly rate of $120.00 with a 2 -hour minimum. Contract Terms Cost and Terms Enclosed you will find our General Contract Conditions with a copy of our Work Authorization/Proposal Acceptance Form. If you wish us to proceed with the prescribed fee structure arrangement, please have the party responsible for payment sign the appropriate space on the Work Authorization /Proposal Acceptance Form and return it to us. By ordering the work, you acknowledge acceptance of our General Conditions. We can begin this work immediately and work on the schedule that you desire to assist the building department with plan reviewing. Should you have any questions concerning this information please do not hesitate to call. We look forward to working with you and serving the City of Winter Springs, FL. 3532 Maggie Blvd. Orlando, FL 32811 • Ph: 407 -581 -8161 • Fax: 407 -581 -0313 www.UniversalEngineering.com City of Winter Springs, Service Level Agreement - Page 5 r UNIVERSAL ENGINEERING SCIENCES, INC. Work Authorization / Proposal Acceptance Form PLEASE SIGN AND RETURN ONE COPY Universal Engineering Sciences, Inc. (Universal) is pleased to provide the services described below. The purpose of this document is to describe the terms under which the services will be provided and to obtain formal authorization. Opportunity Name: City of Winter Springs — Building Department Services Date: January 31, 2017 Opportunity Location: Winter Springs, FL Client Name: City of Winter Springs Contact: Brian Fields Contact Business Address: 1126 E. State Road 434, Winter Springs, FL 32708 Contact Fax Number: 407 - 327 -4751 Contact Phone: 407 - 327 -2669 Email: bfields(cwinterspringsfl.org I. Scope of Services & Understanding of Project (See attached proposal or as indicated below). UES Opportunity No.: 0115.0117.00018 UES Docs No.: 1426705 Fees and Terms Building Code Administrator /Building Official = $100.00 per hour (billed monthly) Multi- Discipline Plan Review Services = $80.00 per hour (billed monthly) Multi- Discipline Inspection Services = $80.00 per hour (billed monthly) After -Hour Requests (outside of Mon -Fri, 8am -5pm) = $120.00 per hour with a 2 -hour minimum II. Contract Documents. The following documents form part of the Agreement and are incorporated herein by referral: A. Universal General Conditions. In the event of any inconsistency or conflicting among the Contract Documents, the provision in that Contract Documents first listed above shall govern. III. Authority to proceed and for payment. (To be completed by Client) A. For payment of Services, invoice to the account of 3532 Maggie Blvd. Orlando, FL 32811 • Ph: 407 -581 -8161 • Fax: 407 -581 -0313 www.UniversalEngineering.com Social Security Number or Firm: Federal Identification No.: Address: City: Zip Code: Attention: Title: Phone: Fax: B. If the invoice is to be mailed for approval to someone other than the account charged, please indicate where, below: Firm: Address: City: Zip Code: Attention: Title: Phone: Fax: IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duty authorized representatives this day of 2017. CLIENT: UNIVERSAL ENGINEERING SCIENCES, INC. BY BY �. (signature): (signature): NAME: SIGNATORY: S. Dale Baker TITLE: TITLE: Manager, Building Inspections Department DATE: DATE: January 31, 2017 3532 Maggie Blvd. Orlando, FL 32811 • Ph: 407 -581 -8161 • Fax: 407 -581 -0313 www.UniversalEngineering.com GENERAL CONDITIONS SECTION 1: RESPONSIBILITIES 1.1 Universal Engineering Sciences, Inc., ( "UES "), hasthe responsibility for providing the services described underthe Scope of Services section. The work is to be performed according to accepted standards of care and is to be completed in a timely manner. The term "UES" as used herein includes all of Universal Engineering Sciences, Inc's agents, employees, professional staff, and subcontractors. 1.2 The Client or a duly authorized representative is responsible for providing UES with a clear understanding of the project nature and scope. The Client shall supply UES with sufficient and adequate information, including, but not limited to, maps, site plans, reports, surveys and designs, to allow UES to properly complete the specified services. The Client shall also communicate changes in the nature and scope of the project as soon as possible during performance of the work so that the changes can be incorporated into the work product. 1.3 The Client acknowledges that UES's responsibilities in providing the services described under the Scope of Services section is limited to those services described therein, and the Client hereby assumes any collateral or affiliated duties necessitated by or for those services. Such duties may include, but are not limited to, reporting requirements imposed by any third party such as federal, state, or local entities, the provision of any required notices to any third party, or the securing of necessary permits or permissions from any third parties required for UES's provision of the services so described, unless otherwise agreed upon by both parties. 1.4 Universal will not be responsible for scheduling our services and will not be responsible for tests or inspections that are not performed due to a failure to schedule our services on the project or any resulting damages. 1.5 PURSUANT TO FLORIDA STATUTES §558.0035, ANY INDIVIDUAL EMPLOYEE OR AGENT OF UES MAY NOT BE HELD INDIVIDUALLY LIABLE FOR NEGLIGENCE. SECTION 2: STANDARD OF CARE 2.1 Services performed by UES under this Agreement will be conducted in a manner consistent with the level of care and skill ordinarily exercised by members of UES's profession practicing contemporaneously under similar conditions in the locality of the project. No other warranty, express or implied, is made. 2.2 The Client recognizes that subsurface conditions may vary from those observed at locations where borings, surveys, or other explorations are made, and that site conditions may change with time. Data, interpretations, and recommendations by UES will be based solely on information available to UES at the time of service. UES is responsible for those data, interpretations, and recommendations, but will not be responsible for other parties' interpretations or use of the information developed. 2.3 Execution of this document by UES is not a representation that UES hasvisited the site, become generally familiarwith local conditions underwhich the services are to be performed, or correlated personal observations with the requirements of the Scope of Services. It isthe Client's responsibility to provide UES with all information necessary for UES to provide the services described under the Scope of Services, and the Client assumes all liability for information not provided to UES that may affect the quality or sufficiency of the services so described. 2.4 Should UES be retained to provide threshold inspection services under Florida Statutes §553.79, Client acknowledges that UES's services thereunder do not constitute a guarantee that the construction in question has been properly designed or constructed, and UES's services do not replace any of the obligations or liabilities associated with any architect, contractor, or structural engineer. Therefore it is explicitly agreed that the Client will not hold UES responsible for the proper performance of service by any architect, contractor, structural engineer or any other entity associated with the project. SECTION 3: SITE ACCESS AND SITE CONDITIONS 3.1 Client will grant or obtain free access to the site for all equipment and personnel necessary for UES to perform the work set forth in this Agreement. The Client will notify any and all possessors of the project site that Client has granted UES free access to the site. UES will take reasonable precautions to minimize damage to the site, but it is understood by Client that, in the normal course of work, some damage may occur, and the correction of such damage is not part of this Agreement unless so specified in the Proposal. 3.2 The Client is responsible for the accuracy of locations for all subterranean structures and utilities. UES will take reasonable precautions to avoid known subterranean structures, and the Client waives any claim against UES, and agrees to defend, indemnify, and hold UES harmless from any claim or liability for injury or loss, including costs of defense, arising from damage done to subterranean structures and utilities not identified or accurately located. In addition, Client agrees to compensate UES for any time spent or expenses incurred by UES in defense of any such claim with compensation to be based upon UES's prevailing fee schedule and expense reimbursement policy. SECTION 4: SAMPLE OWNERSHIP AND DISPOSAL 4.1 Soil or water samples obtained from the project during performance of the work shall remain the property of the Client. 4.2 UES will dispose of or return to Client all remaining soils and rock samples 60 days after submission of report covering those samples. Further storage or transfer of samples can be made at Client's expense upon Client's prior written request. 4.3 Samples which are contaminated by petroleum products or other chemical waste will be returned to Client for treatment or disposal, consistent with all appropriate federal, state, or local regulations. SECTION 5: BILLING AND PAYMENT 5.1 UES will submit invoices to Client monthly or upon completion of services. Invoices will show charges for different personnel and expense classifications. 5.2 Payment is due 30 days after presentation of invoice and is past due 31 days from invoice date. Client agrees to pay a finance charge of one and one -half percent (1 Y2 %) per month, or the maximum rate allowed by law, on past due accounts. 5.3 If UES incurs any expenses to collect overdue billings on invoices, the sums paid by UES for reasonable attorneys' fees, court costs, UES's time, UES's expenses, and interest will be due and owing by the Client. SECTION 6: OWNERSHIP AND USE OF DOCUMENTS 6.1 All reports, boring logs, field data, field notes, laboratory test data, calculations, estimates, and other documents prepared by UES, as instruments of service, shall remain the property of UES. 6.2 Client agrees that all reports and other work furnished to the Client or his agents, which are not paid for, will be returned upon demand and will not be used by the Client for any purpose. 6.3 UES will retain all pertinent records relating to the services performed for a period of five years following submission of the report, during which period the records will be made available to the Client at all reasonable times. 6.4 All reports, boring logs, field data, field notes, laboratory test data, calculations, estimates, and otherdocuments prepared by UES, are prepared for the sole and exclusive use of Client, and may not be given to any other party or used or relied upon by any such party without the express written consent of UES. SECTION 7: DISCOVERY OF UNANTICIPATED HAZARDOUS MATERIALS 7.1 Client warrants that a reasonable effort has been made to inform LIES of known or suspected hazardous materials on or near the project site. 7.2 Underthis agreement, the term hazardous materials include hazardous materials (40 CFR 172.01), hazardous wastes (40 CFR 261.2), hazardous substances (40 CFR 300.6), petroleum products, polychlorinated biphenyls, and asbestos. 7.3 Hazardous materials may exist at a site where there is no reason to believe they could or should be present. LIES and Client agree that the discovery of unanticipated hazardous materials constitutes a changed condition mandating a renegotiation of the scope of work. LIES and Client also agree that the discovery of unanticipated hazardous materials may make it necessary for LIES to take immediate measures to protect health and safety. Client agrees to compensate LIES for any equipment decontamination or other costs incident to the discovery of unanticipated hazardous waste. 7.4 LIES agrees to notify Client when unanticipated hazardous materials or suspected hazardous materials are encountered. Client agrees to make any disclosures required by law to the appropriate governing agencies. Client also agrees to hold LIES harmless for any and all consequences of disclosures made by LIES which are required by governing law. In the event the project site is not owned by Client, Client recognizes that it is the Client's responsibility to inform the property owner of the discovery of unanticipated hazardous materials or suspected hazardous materials. 7.5 Notwithstanding any other provision of the Agreement, Client waives any claim against LIES, and to the maximum extent permitted by law, agrees to defend, indemnify, and save LIES harmless from any claim, liability, and /or defense costs for injury or loss arising from UES's discovery of unanticipated hazardous materials or suspected hazardous materials including any costs created by delay of the project and any cost associated with possible reduction of the property's value. Client will be responsible for ultimate disposal of any samples secured by LIES which are found to be contaminated. SECTION 8: RISK ALLOCATION 8.1 Client agrees that UES's liability for any damage on account of any breach of contract, error, omission or other professional negligence will be limited to a sum not to exceed $50,000 or UES's fee, whichever is greater. If Client prefers to have higher limits on contractual or professional liability, LIES agrees to increase the limits up to a maximum of $1,000,000.00 upon Client's written request at the time of accepting our proposal provided that Client agrees to pay an additional consideration of four percent of the total fee, or $400.00, whichever is greater. The additional charge for the higher liability limits is because of the greater risk assumed and is not strictly a charge for additional professional liability insurance. SECTION 9: INSURANCE 9.1 LIES represents and warrants that it and its agents, staff and consultants employed by it, is and are protected by worker's compensation insurance and that LIES has such coverage under public liability and property damage insurance policies which LIES deems to be adequate. Certificates for all such policies of insurance shall be provided to Client upon request in writing. Within the limits and conditions of such insurance, LIES agrees to indemnify and save Client harmless from and against loss, damage, or liability arising from negligent acts by LIES, its agents, staff, and consultants employed by it. LIES shall not be responsible for any loss, damage or liability beyond the amounts, limits, and conditions of such insurance or the limits described in Section 8, whichever is less. The Client agrees to defend, indemnify and save U ES harmless for loss, damage or liability arising from acts by Client, Client's agent, staff, and other UESs employed by Client. SECTION 10: DISPUTE RESOLUTION 10.1 All claims, disputes, and other matters in controversy between LIES and Client arising out of or in any way related to this Agreement will be submitted to alternative dispute resolution (ADR) such as mediation or arbitration, before and as a condition precedent to other remedies provided by law, including the commencement of litigation. 10.2 If a dispute arises related to the services provided under this Agreement and that dispute requires litigation instead of ADR as provided above, then: (a) the claim will be brought and tried in judicial jurisdiction of the court of the county where UES's principal place of business is located and Client waives the right to remove the action to any other county or judicial jurisdiction, and (b) The prevailing party will be entitled to recovery of all reasonable costs incurred, including staff time, court costs, attorneys' fees, and other claim related expenses. SECTION 11: TERMINATION 11.1 This agreement may be terminated by either party upon seven (7) days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof. Such termination shall not be effective if that substantial failure has been remedied before expiration of the period specified in the written notice. In the event of termination, LIES shall be paid for services performed to the termination notice date plus reasonable termination expenses. 11.2 In the event of termination, or suspension for more than three (3) months, prior to completion of all reports contemplated by the Agreement, LIES may complete such analyses and records as are necessary to complete its files and may also complete a report on the services performed to the date of notice of termination or suspension. The expense of termination or suspension shall include all direct costs of LIES in completing such analyses, records and reports. SECTION 12: ASSIGNS 12.1 Neither the Client nor LIES may delegate, assign, sublet or transfer their duties or interest in this Agreement without the written consent of the other pa rty. SECTION 13. GOVERNING LAW AND SURVIVAL 13.1 The laws of the State of Florida will govern the validity of these Terms, their interpretation and performance. 13.2 If any of the provisions contained in this Agreement are held illegal, invalid, or unenforceable, the enforceability of the remaining provisions will not be impaired. Limitations of liability and indemnities will survive termination of this Agreement for any cause. SECTION 14. INTEGRATION CLAUSE 14.1 This Agreement represents and contains the entire and only agreement and understanding among the parties with respect to the subject matter of this Agreement, and supersedes any and all prior and contemporaneous oral and written agreements, understandings, representations, inducements, promises, warranties, and conditions among the parties. No agreement, understanding, representation, inducement, promise, warranty, or condition of any kind with respect to the subject matter of this Agreement shall be relied upon by the parties unless expressly incorporated herein. 14.2 This Agreement may not be amended or modified except by an agreement in writing signed by the party against whom the enforcement of any modification or amendment is sought. Rev. 0611012015