HomeMy WebLinkAboutPegasus Engineering Agreement for Small Scale Engineering Services -2008 08 22si
AGREEMENT FOR
SMALL SCALE ENGINEERING SERVICES
KS's'
THIS AGREEMENT is made and entered into this'~'~ day o 008, by and between the
CITY OF WINTER SPRINGS, FLORIDA, a Florida Municipal Corporation, hereinafter referred
to as "City", located at 1126 E. State Road 434, Winter Springs, Florida 32708, and PEGASUS
ENGINEERING, LLC, a Florida corporation, authorized to conduct business in the State of
Florida, whose address is 301 West State Road 434, Winter Springs, Florida 32708, hereinafter
referred to as "Engineer".
WITNESSETH:
WHEREAS, City has a need to obtain small scale engineering services for a specific project
that do not require selection and negotiation under the Florida's Consultants' Competitive
Negotiation Act, Section 287.055, Florida Statutes; and
WHEREAS, Engineer is willing to provide such engineering services to the City under the
terms and conditions stated herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties covenant and agree as follows:
1.0 TERM AND DEFINITIONS
1.1 This Agreement shall become effective on the Effective Date and shall remain in
effect until the Engineer completes the services required by this Agreement to the full and complete
satisfaction of the City.
1.3 Definitions. The following words and phrases used in this Agreement shall have the
following meaning ascribed to them unless the context clearly indicates otherwise:
a. "Agreement" or "Contract" shall be used interchangeably and shall refer to this
Agreement, as amended in writing from time to time.
b. "Effective Date" shall be the date on which the last signatory hereto shall execute this
Agreement, and it shall be the date on which this Agreement shall go into effect. The Agreement
shall not go into effect until said date.
c. "Engineer" shall mean Pegasus Engineering, LLC, and its principals, employees,
resident project representatives (and assistants).
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d. "Public Record" shall have the meaning given in Section 119.011(1), Florida
Statutes.
e. "Reimbursable Expenses" shall mean the actual expenses incurred by Engineer or
Engineer's independent professional associates and consultants which are directly related to travel
and subsistence at the rates, and under the requirements of, Section 112.061, Florida Statutes, or any
other actual and direct expenses the City agrees to reimburse in writing.
f. "Work" or "Services" shall be used interchangeably and shall include the
performance of the scope of services more specifically set forth in EXHIBIT "A", which is attached
hereto and fully incorporated hereunder by this reference.
1.4 Engagement. 'The City hereby engages the Engineer and Engineer agrees to perform
the Services outlined in this agreement for the stated fee arrangement. No prior or present
representations shall be binding upon any of the parties hereto unless incorporated in this
Agreement.
2.0 DESCRIPTION OF SERVICES
2.1 The scope of services under this Agreement are set forth in EXHIBIT "A".
2.2 Upon receipt of the signed written notice to proceed from the City, the Engineer shall
perform the services set forth herein.
2.3 The City reserves the right, at its discretion, to perform any services related to this
Agreement or to retain the services of other engineering companies to provide professional
engineering services.
3.0 CHANGES IN THE SCOPE OF WORK
3.1 City may make changes in the Services at any time by giving written notice to
Engineer. If such changes increase (additional services) or decrease or eliminate any amount of
Work, City and Engineer will negotiate any change in total cost or schedule modifications. If the
City and the Engineer approve any change, the scope of services will be modified in writing to
reflect the changes; and Engineer shall be compensated for said services in accordance with the
terms of Article 5.0 herein. All change orders shall be authorized in writing by City's and Engineer's
designated representative.
3.2 All Services shall be performed in strict accordance with the terms of this Agreement
insofar as they are applicable.
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4.0 SCHEDULE
4.1 Engineer shall perform services in conformance with the mutually agreed schedule
set forth in EXHIBIT "A" or as provided in writing after the Effective Date. Engineer shall
complete all of said services in a timely manner and will keep City apprised of the status of work on
at least a monthly basis or as otherwise reasonably requested by the City. Should Engineer fall
behind the agreed upon schedule, it shall employ such resources so as to comply with the agreed-
upon schedule.
4.2 No extension for completion of services shall be granted to Engineer without City's
prior written consent, except as provided in Sections 3.1 and 19.1 herein.
4.3 Any cost caused by defective or ill-timed services shall be borne by the party
responsible therefore.
5.0 METHODS OF PAYMENT FOR SERVICES AND EXPENSES OF
F.NGiNF.F,R
5.1 Compensation. For the performance and full completion of the Services specified
herein, the City and Engineer agree that the Engineer shall be paid a lump sum total of Eighty eight
thousand nine hundred thirty four dollars ($88,934), inclusive of all Services, materials, and
expenses directly related to the Services. There shall be no other compensation due Engineer for the
Services provided under this Agreement, unless specifically agreed to by the City in writing. The
lump sum shall paid upon Engineer fully completing the Services or in periodic installments as set
forth in EXHIBIT "A". Progress payments shall be paid based on a percent complete of work
complete to date under each task listed in Exhibit A. Payment requests shall be made to the City by
submitting a proper invoice detailing the Services performed and the payment requested. Payment
will not be made for tasks not performed or for portions of any tasks not performed.
5.2 Florida Prompt Payment Act. Upon the City's receipt of a proper invoice pursuant
to this Agreement, payment shall be due and payable as provided by the Florida Prompt Payment
Act s.218.70 et. seq., Florida Statutes.
5.3 Miscellaneous. Under no circumstances shall actual or direct costs under this
Agreement include costs associated with inefficiency, offsite or home office overhead, loss of
productivity, consequential damages, legal or consulting costs, or costs associated with delays
caused in whole or in part by the Engineer.
5.4 Errors and Deficiencies. Engineer shall not invoice the City or seek any
compensation from the City to correct or revise any errors or deficiencies in Engineer's services
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provided under this Agreement.
5.5 Payment Offsets. To the extent that Engineer owes the City any money under this or
any other Agreement with the City, the City shall have the right to withhold payment and otherwise
back charge the Engineer for any money owed to the City by Engineer.
5.6 Payment not Waiver. The City's payment of any invoice under this Agreement
shall not be construed or operate as a waiver of any rights under this Agreement or any cause of
action arising out of the performance of this Agreement and Engineer shall remain liable to the City
in accordance with applicable law for all damages to the City caused by Engineer's performance of
any Services provided under this Agreement.
5.7 Delay Remedy. The risk of any monetary damages caused by any delays in
performing the Services under this Agreement are accepted and assumed entirely by the Engineer,
and in no event shall any claim relating thereto for an increase in compensation be made or
recognized. Engineer shall not make any claim nor seek any damages of any kind against the City
for any delays, impacts, disruption or interruption caused by any delay. Engineer's remedy for a
delay shall be an equitable extension of time to perform the Services for each day of such delay that
impacts the critical path of the schedule established under this Agreement.
6.0 RIGHT TO INSPECTION
6.1 City or its affiliates shall at all times have the right to review or observe the Services
performed by Engineer.
6.2 No inspection, review, or observation shall relieve Engineer of its responsibility
under this Agreement.
7.0 PROGRESS MEETING
7.1 City's designated Project Manager may hold periodic progress meetings on a monthly
basis, or more frequently if required by the City, during the term of this Agreement. Engineer's
Project Manager and all other appropriate personnel shall attend such meetings as designated by
City's Project Manager.
8.0 SAFETY
8.1 Engineer shall be solely and absolutely responsible and assume all liability for the
safety and supervision of its principals, employees, resident project representatives (and assistants)
while performing Services provided hereunder.
9.0 REASONABLE ACCESS
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9.1 During the term of this Agreement, City shall grant Engineer reasonable access to the
City's premises, records, and files for purposes of fulfilling its obligations under this Agreement.
10.0 INSURANCE
10.1 Liability Amounts. During the term of this Agreement, Engineer shall be
responsible for providing the types of insurance and limits per claim and $1,000,000 in the aggregate
as set forth below.
a. Professional Liability: Proof of professional liability insurance shall be provided to
the City for the minimum amount of $1,000,000 on a per claim basis.
b. The Engineer shall maintain comprehensive general liability insurance in the
minimum amount of $1,000,000 as the combined single limit for each occurrence to protect the
Engineer from claims of property damages and personal injury which may arise from any Services
performed under this Agreement whether such Services are performed by the Engineer or by anyone
directly employed by or contracting with the Engineer.
c. The Engineer shall maintain comprehensive automobile liability insurance in the
minimum amount of $1,000,000 combined single limit bodily injury and minimum $50,000 property
damage as the combined single limit for each occurrence to protect the Engineer from claims for
damages for bodily injury, including wrongful death, as well as from claims from property damage,
which may arise from the ownership, use, or maintenance of owned and non-owned automobiles,
including rented automobiles whether such operations be by the Engineer or by anyone directly or
indirectly employed by the Engineer.
d. The Engineer shall maintain, during the life of this Agreement, adequate Workers'
Compensation Insurance and Employers' Liability Insurance in at least such amounts as are required
by law for all of its employees performing Work for the City pursuant to this Agreement.
10.2 Special Requirements. Current, valid insurance policies meeting the requirements
herein identified shall be maintained during the term of this Agreement. Renewal certificates shall
be sent to the City thirty (30) days prior to any expiration date. There shall also be a thirty (30) day
advance written notification to the City in the event of cancellation or modification of any stipulated
insurance coverage. The City shall be an additional named insured on stipulated insurance
policies included in article IO.I.b and 10.1.c herein, as its interest may appear, from time to time.
10.3 The insurance required by this Agreement shall include the liability and coverage
provided herein, or as required by law, whichever requirements afford greater coverage. All of the
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policies of insurance so required to be purchased and maintained shall contain a provision or
endorsement that the coverage afforded will not be canceled, materially changed or renewal refused
until at least thirty (30) days' prior written notice has been given to the City, and the Engineer by
certified mail, return receipt requested. All such insurance shall remain in effect until final payment.
In the event that the Engineer shall fail to comply with the foregoing requirement, the City is
authorized, but in no event shall be obligated, to purchase such insurance, and the City may bill the
Engineer. The Engineer shall immediately forward funds to the City in full payment for said
insurance. It is expressly agreed that neither the provision of the insurance referred to in this
Agreement nor the City's acceptance of the terms, conditions or amounts of any insurance policy
shall be deemed a warranty or representation as to adequacy of such coverage. All insurance
coverage shall be with insurer(s) rated as A+ by Best's Rating Guide (or equivalent rating and rating
service as reasonably determined by the City Manager) and licensed by the State of Florida to
engage in the business of writing of insurance. Unless agreed to by the City to the contrary, the City
shall be named on the insurance policies included in article 10.1.b and 10.1.c as "additional insured."
The Engineer shall cause its insurance carriers, prior to the effective date of this agreement to
furnish insurance certificates specifying the types and amounts of coverage in effect pursuant hereto,
the expiration dates of such policies, and a statement that no insurance under such policies will be
canceled without thirty (30) days' prior written notice to the City in compliance with other
provisions of this Agreement. Further copies of all relevant policies will be provided to the City
within thirty (30) days of the effective date of this agreement. If the City has any objection to the
coverage afforded by or other provision of the insurance required to be purchased and maintained by
the Engineer in accordance with this Article on the basis of its not complying with the Agreement,
the City shall notify the Engineer in writing thereof within thirty (30) days of the date of delivery of
such certificates to the City. For all Work performed pursuant to this Agreement, the Consultant
shall continuously maintain such insurance in the amounts, type, and quality as required by the
Agreement.
10.3 Independent Associates and Consultants. All independent associates and
consultants employed by Engineer to perform any Services hereunder shall fully comply with the
insurance provisions contained in this paragraph.
11.0 COMPLIANCE WITH LAWS AND REGULATIONS
11.1 Engineer shall comply with all requirements of federal, state, and local laws, rules,
regulations, standards, and/or ordinances applicable to the performance of Services under this
Agreement.
12.0 REPRESENTATIONS
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12.1 Engineer represents that the Services provided hereunder shall conform to all
requirements of this Agreement shall be consistent with recognized and sound engineering practices
and procedures; and shall conform to the customary standards of care, skill, and diligence
appropriate to the nature of the Services rendered. Engineer shall perform as expeditiously as is
consistent with professional skill and care and the orderly progress of the Services performed
hereunder. Engineer's services shall be consistent with the time periods established under this
Agreement. Engineer shall provide City with a written schedule for Services performed and such
schedule shall provide for ample time for the City to reviews, for the performance of consultants (if
any), and for the approval of submissions by authorities having jurisdiction over the Services. The
Engineer's designated representative shall have the authority to act on Engineer's behalf with
respect to the Services. In addition, Engineer's representative shall render decisions in a timely
manner in order to avoid unreasonable delay in the orderly and sequential progress of the Services.
Except with the City's knowledge and consent, the Engineer shall not engage in any activity, or
accept any employment, interest or contribution that would reasonably appear to compromise the
Engineer's professional judgment with respect to the Services. The Engineer shall review laws,
codes, and regulations applicable to Engineer's Services. The Engineer's services and design shall
comply with all applicable requirements imposed by all public authorities. The Engineer represents
and warrants that it is familiar with, and accepts that it will. perform the Services hereunder in a
manner that complies with all applicable requirements of law, codes, and regulations. Engineer shall
be responsible for the professional quality, technical accuracy and the coordination of all plans,
studies, reports and other services furnished to the City under this Agreement. Unless this
Agreement is terminated by the City, or terminated by Engineer for nonpayment of any proper
invoices, or the City exercises its rights to perform the Services pursuant to under Paragraph 2.0
herein, Engineer shall be responsible for the satisfactory and complete execution of the Services
described in this Agreement. The Engineer represents that it has carefully examine the scope of
services required by this Agreement, that it has investigated the essential requirements of the
services required by this Agreement, and that it will has sufficient personnel, equipment, and
material at its disposal top complete the services set forth in this Agreement in a good professional
and workmanlike manner in conformance with the requirements of this Agreement.
12.2 Engineer represents that all principals, employees, and other personnel furnishing
such Services shall be qualified and competent to perform the Services assigned to them and that
such guidance given by and the recommendations and performance of such personnel shall reflect
their best professional knowledge and judgment.
13.0 GUARANTEE AGAINST INFRINGEMENT
13.1 Engineer guarantees that all Services performed under this Agreement shall be free
from claims of patent, copyright, and trademarks infringement. Notwithstanding any other provision
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of this Agreement, Engineer shall indemnify, hold harmless, and defend City, its officers, directors,
employees, agents assigns, and servants from and against any and all liability, including expenses,
legal or otherwise, for actual or alleged infringement of any patent, copyright, or trademark resulting
from the use of any goods, Services, or other item provided under this Agreement. Notwithstanding
the foregoing, Engineer may elect to provide non-infringing services.
14.0 DOCUMENTS
14.1 Public Records. It is hereby specifically agreed that any record, document,
computerized information and program, audio or video tape, photograph, or other writing of the
Engineer and its independent contractors and associates related, directly or indirectly, to this
Agreement, shall be deemed to be a Public Record whether in the possession or control of the City
or the Engineer. Said record, document, computerized information and program, audio or video
tape, photograph, or other writing of the Engineer is subject to the provisions of Chapter 119,
Florida Statutes, and may not be destroyed without the specific written approval of the City's City
Manager. Upon request by the City, the Engineer shall promptly supply copies of said public
records to the City. All books, cards, registers, receipts, documents, and other papers in connection
with this Agreement shall at any and all reasonable times during the normal working hours of the
Engineer be open and freely exhibited to the City for the purpose of examination and/or audit.
14.2 Reuse of Documents. All documents, including but not limited to, drawings,
specifications, and data, or programs stored electronically or otherwise, prepared by the Engineer
and its independent contractors and associates pursuant to this Agreement or related exclusively to
the Services described herein shall be owned by the City and may be reused by the City for any
reason or purpose at anytime. However, the City agrees that the aforesaid documents are not
intended or represented to be suitable for reuse by the City or others on any undertaking other than
the Work outlined in this Agreement. Any reuse for an undertaking other than for the Work without
verification or adaptation by the Engineer, or its independent contractors and associates if necessary,
to specific purposes intended will be at the City's sole risk and without liability or legal exposure to
the Engineer.
14.3 Ownership of Documents. The City and the Engineer agree that upon payment of
fees due to the Engineer by the City for a particular design, report, inventory list, compilation,
drawing, specification, model, recommendation, schedule or otherwise, said design, report,
inventory list, compilation, drawing, specification, technical data, recommendation, model, schedule
and other instrument produced by the Engineer in the performance of this Agreement, or any Work
hereunder, shall be the sole property of the City, and the City is vested with all rights therein. The
Engineer waives all rights of copyright in said design, report, inventory list, compilation, drawing,
specification, technical data, recommendation, model, schedule and other instrument produced by
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the Engineer in the performance of this Agreement, and hereby assigns and conveys the same to the
City whether in the possession or control of the Engineer or not.
15.0 ASSIGNMENT
15.1 Engineer shall not assign or subcontract this Agreement or any rights or any monies
due or to become due hereunder without the prior, written consent of City.
15.2 If upon receiving written approval from City, any part of this Agreement is
subcontracted by Engineer, Engineer shall be fully responsible to City for all acts and/or omissions
performed by the subcontractor as if no subcontract had been made.
15.3 If City determines that any subcontractor is not performing in accordance with this
Agreement, City shall so notify Engineer who shall take immediate steps to remedy the situation.
15.4 If any part of this Agreement is subcontracted by Engineer, prior to the
commencement of any Work by the subcontractor, Engineer shall require the subcontractor to
provide City and its affiliates with insurance coverage as set forth by the City.
16.0 INDEPENDENT CONTRACTOR
16.1 At all times during the term of this Agreement, Engineer shall be considered an
independent contractor and not an employee of the City.
17.0 DEFAULT BY ENGINEER AND CITY'S REMEDIES
17.1 The City reserves the right to revoke and terminate this Agreement and rescind all
rights and privileges associated with this Agreement, without penalty, in the following
circumstances, each of which shall represent a default and breach of this Agreement:
17.2 Engineer defaults in the performance of any material covenant or condition of this
Agreement and does not cure such other default within thirty (30) calendar days after written notice
from the City specifying the default complained of, unless, however, the nature of the default is such
that it cannot, in the exercise of reasonable diligence, be remedied within thirty (30) calendar days,
in which case the Engineer shall have such time as is reasonably necessary to remedy the default,
provided the Engineer promptly takes and diligently pursues such actions as are necessary therefore;
or
17.3 Engineer is adjudicated bankrupt or makes any assignment for the benefit of creditors
or Engineer becomes insolvent, or is unable or unwilling to pay its debts; or
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17.4 Engineer has acted grossly negligent, as defined by general and applicable law, in
performing the Services hereunder; or
17.5 Engineer has committed any act of fraud upon the City; or
17.6 Engineer has made a material misrepresentation offact to the City while performing
its obligations under this Agreement.
17.7 Engineer has assigned this Agreement without the City's prior written consent.
17.8 Notwithstanding the aforementioned, in the event of a default by Engineer, the City
shall have the right to exercise any other remedy the City may have by operation of law, without
limitation, and without any further demand or notice.
18.0 TERMINATION
18.1 Notwithstanding any other provision of this Agreement, City may, upon written
notice to Engineer, terminate this Agreement, without penalty, if: (a) Engineer is in default pursuant
to paragraph 17.0 Default; (b) Engineer makes a general assignment for the benefit of its creditors;
(c) Engineer fails to comply with any condition or provision of this Agreement; or (d) Engineer is
experiencing a labor dispute which threatens to have a substantial, adverse impact upon performance
of this Agreement without prejudice to any other right or remedy City may have under this
Agreement. In addition, either party may terminate for convenience with no penalty at any time
upon thirty (30) days advance written notice. In the event of such termination, City shall be liable
only for the payment of all unpaid charges, determined in accordance with the provisions of this
Agreement, for Work properly performed prior to the effective date of termination.
19.0 FORCE MAJEURE
19.1 Any delay or failure of either party in the performance of its required obligations
hereunder shall be excused if and to the extent caused by acts of God; fire; flood; windstorm;
explosion; riot; war; sabotage; strikes; extraordinary breakdown of or damage to City's affiliates'
generating plants, their equipment, or facilities; court injunction or order; federal and/or state law or
regulation; order by any regulatory agency; or cause or causes beyond the reasonable control of the
party affected; provided that prompt notice of such delay is given by such party to the other and each
of the parties hereunto shall be diligent in attempting to remove such cause or causes. If any
circumstance of Force Majeure remains in effect for sixty days, either party may terminate this
Agreement.
20.0 GOVERNING LAW & VENUE
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20.1 This Agreement is made and shall be interpreted, construed, governed, and enforced
in accordance with the laws of the State of Florida. Venue for any state action or litigation shall be
Seminole County, Florida. Venue for any federal action or litigation shall be Orlando, Florida.
21.0 HEADINGS
21.1 Paragraph headings are for the convenience of the parties only and are not to be
construed as part of this Agreement.
22.0 SEVERABILITY
22.1 In the event any portion or part of thereof this Agreement is deemed invalid, against
public policy, void, or otherwise unenforceable by a court of law, the parties shall negotiate an
equitable adjustment in the affected provision of this Agreement. The validity and enforceability of
the remaining parts of this Agreement shall otherwise by fully enforceable.
23.0 WAIVER AND ELECTION OF REMEDIES
23.1 Waiver by either party of any terms, or provision of this Agreement shall not be
considered a waiver of that term, condition, or provision in the future.
23.2 No waiver, consent, or modification of any of the provisions of this Agreement shall
be binding unless in writing and signed by a duly authorized representative of each party hereto.
24.0 THIRD PARTY RIGHTS
24.1 Nothing in this Agreement shall be construed to give any rights or benefits to anyone
other than City and Engineer.
25.0 PROHIBITION AGAINST CONTINGENT FEES
25.1 Engineer warrants that it has not employed or retained any company or person, other
than a bona fide employee working solely for the Engineer, to solicit or secure this Agreement, and
that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than
a bona fide employee working solely for the Engineer, any fee, commission, percentage, gift, or
other consideration contingent upon or resulting from the award or making of this Agreement.
26.0 ENTIRE AGREEMENT
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26.1 This Agreement, including any Schedules, Attachments, Appendix's and Exhibits
attached hereto, constitute the entire agreement between City and Engineer with respect to the
Services specified and all previous representations relative thereto, either written or oral, are hereby
annulled and superseded.
27.0 NO JOINT VENTURE
27.1 Nothing herein shall be deemed to create a joint venture or principal-agent
relationship between the parties, and neither party is authorized to, nor shall either party act toward
third persons or the public in any manner which would indicate any such relationship with the other.
28.0 ATTORNEY'S FEES
28.1 Should either party bring an action to enforce any ofthe terms ofthis Agreement, the
prevailing party shall be entitled to recover from the non-prevailing party the costs and expenses of
such action including, but not limited to, reasonable attorneys' fees, whether at settlement, trial or on
appeal.
29.0 COUNTERPARTS
29.1 This Agreement maybe executed in any number of counterparts, each of which when
so executed and delivered shall be considered an original agreement; but such counterparts shall
together constitute but one and the same instrument.
30.0 DRAFTING
30.1 City and Engineer each represent that they have both shared equally in drafting this
Agreement and no party shall be favored or disfavored regarding the interpretation of this
Agreement in the event of a dispute between the parties.
31.0 NOTICE
31.1 Any notices required to be given by the terms of this Agreement shall be delivered by
hand or mailed, postage prepaid to:
For Engineer:
Fursan S. Munjed, P.E.
Project Manager /Principal
301 West State Road 434, Winter Springs, FL 32708
(407) 992-9160 FAX (407) 358-5155
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For City:
City of Winter Springs /Public Works Department
Attention: Public Works Director
1126 E. State Road 434
Winter Springs, Florida 32708
(407) 327-5989 FAX: (407) 327-6695
31.2 Either party may change the notice address by providing the other party written notice
of the change.
32.0 SOVEREIGN IMMUNITY
32.1 Notwithstanding any other provision set forth in this Agreement, nothing contained in
this Agreement shall be construed as a waiver of the City's right to sovereign immunity under
section 768.28, Florida Statutes, or other limitations imposed on the City's potential liability under
state or federal law. As such, the City shall not be liable under this Agreement for punitive damages
or interest for the period before judgment. Further, the City shall not be liable for any claim or
judgment, or portion thereof, to any one person for more than one hundred thousand dollars
($100,000.00), or any claim or judgment, or portion thereof, which, when totaled with all other
claims or judgments paid by the State or its agencies and subdivisions arising out of the same
incident or occurrence, exceeds the sum of two hundred thousand dollars ($200,000.00). This
paragraph shall survive termination of this Agreement.
33.0 CORPORATE REPRESENTATIONS BY ENGINEER
33.1 Engineer hereby represents and warrants to the City the following:
a. Engineer is duly registered and licensed to do business in the State of Florida and is
in good standing under the laws of Florida, and is duly qualified and authorized to carry on the
functions and operations set forth in this Agreement.
b. The undersigned representative of Engineer has the power, authority, and legal right
to execute and deliver this Agreement on behalf of Engineer.
34.0 INDEMNIFICATION
34.1 Engineer shall indemnify and hold harmless the City, and its officers (including its
City Attorneys) and employees, from liabilities, damages, losses, and costs, including, but not
limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness, or
intentionally wrongful conduct of the Engineer and other persons employed by the Engineer in the
performance of this Agreement.
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34.2 Engineer shall also indemnify and hold harmless the Ciry, and its officers (including
its City Attorneys) and employees, from liabilities, damages, losses, and costs, including, but not
limited to, reasonable attorney's fees, to the extent caused by Engineer's breach and caused by other
persons employed by the Engineer in the performance of this Agreement.
The indemnity provisions set forth in Paragraphs 34.1 and 34.2 shall be considered separate
and independent indemnity provisions.
35.0 ENGINEER'S PERSONNEL AT CONSTRUCTION SITE
35.I The presence or duties of Engineer's personnel at a construction site, whether as
onsite representatives or otherwise, do not make Engineer or Engineer's personnel in any way
responsible for those duties that belong to City and/or the construction contractors or other entities,
and do not relieve the construction contractors or any other entity of their obligations, duties, and
responsibilities, including, but not limited to, all construction methods, means, techniques,
sequences, and procedures necessary for coordinating and completing all portions of the construction
work in accordance with the applicable construction contract documents and any health or safety
precautions required by such construction work. Engineer and Engineer's personnel have no
authority to exercise any control over any construction contractor or other entity or their employees
in connection with their work or any health or safety precautions and have no duty for inspecting,
noting, observing, correcting, or reporting on health or safety deficiencies of the construction
contractor(s) or other entity or any other persons at the site except Engineer's own personnel.
35.2 The presence of Engineer's personnel at a construction site is for the purpose of
providing to City a greater degree of confidence that the completed work will conform generally to
the applicable contract documents and that the integrity of the design concept as reflected in the
contract documents has been implemented and preserved by the construction contractor(s). Engineer
neither guarantees the performance of the construction contractor(s) nor assumes responsibility for
construction contractor's failure to perform work in accordance with the contract documents. For
this Agreement only, construction sites include places of manufacture for materials incorporated into
the construction work, and construction contractors include manufacturers of materials incorporated
into the construction work.
36.0 RECORD DRAWINGS
36.1 Record drawings, if required, will be prepared, in part, on the basis of information
compiled and furnished by others, and may not always represent the exact location, type of various
components, or exact manner in which the project was finally constructed. Engineer is not
responsible for any errors or omissions in the information from others that is incorporated into the
record drawings.
Small Scale Engineering Services Agreement
City of Winter Springs and Pegasus Engineering, LLC
14
Fom, i.o~~noizoos>
37.0 ADDITIONAL ASSURANCES
37.1 The Engineer for itself and it Subconsultants, if any, certifies that:
a. No principal (which includes officers, directors, or executive) or individual holding a
professional license and performing work under this Agreement is presently debarred, suspended,
proposed for debarment, declared ineligible or voluntarily excluded from participation in any
architecture, landscape architecture, engineering, or surveying activity by any Federal, State, or local
governmental commission, department, corporation, subdivision, or agency;
b. No principal (which includes officers, directors, or executive) or individual holding a
professional license and performing work under this Agreement, employee, or agent has employed
or otherwise provided compensation to, any employee or officer of the City; and;
c. No principal (which includes officers, directors, or executive) or individual holding a
professional license and performing work under this Agreement, employee, or agent has willfully
offered an employee or officer of the City any pecuniary or other benefit with the intent to influence
the employee or officer's official action or judgment.
d. The undersigned is authorized to execute this Agreement on behalf of the Engineer
and said signature shall bind the Engineer to this Agreement. No further action is required by the
Engineer to enter into this Agreement other than Engineer's undersigned representative execution of
the Agreement.
38.0 CONFLICTS. In the event of a conflict between any provision of this Agreement
and any attachment or exhibit attached hereto, the provisions of this Agreement shall prevail unless
the attachment or exhibit expressly provides otherwise by making specific reference to the paragraph
and provision of this Agreement that is being replaced or modified.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed by their
duly authorized representatives as of the date first written above.
Small Scale Engineering Services Agreement
City of Winter Springs and Pegasus Engineering, LLC
15
Fom, i.o w~oizoos~
CITY: :: - ENGINEER: ~
CITY O~ WI~~TER SPRINGS ~
'. - ~ By. G/~i
Print NameYT'~itl~: ~ w- ~t,Ern~.~Pt' Print Name/Title: /1 /
C;r~ ;lggiv.7GG'nj /~
ATTE T:
By
City rk
* THIS AGREEMENT IS ONLY VALID AGAINST THE CITY UPON APPROVAL BY
THE CITY COMMISSION OF WINTER SPRINGS AND SIGNATURE BY EITHER THE
MAYOR OR CITY MANAGER.
EXHIBIT "A"
SCOPE OF SERVICES
Small Scale Engineering Services Agreement
City of Winter Springs and Pegasus Engineering, LLC
16
Fom, i.o~~iioiaoos~
~-~~ Pegasus
EN6iNE'ER/N6
May 20, 200$
Mr. Brian Fields, P.E.
City Engineer
City of Winter Springs
1126 E. State Road 434
Winter Springs, Florida 32'708
RE: Wade Street and State Road 419 Roadway Improvements
Proposal for Professional Engineering Services
Dear Mr. Fields:
EXHIBIT A
P-8004-RI
MK-03
Pegasus Engineering, LLC (PE} is pleased to present this proposal for professional engineering design,
and permitting services for the Wade Street and State Road 419 roadway improvements project. The
proposed improvements include roadway improvements to Wade Street from State Road 419 to Old
Sanford Oviedo Road including the addition of a southbound right-turn lane onto State Road 419, and the
addition of an eastbound left-turn deceleration lane and a westbound right-turn deceleration lane on State
Road 419.
PE staff has a great deal of experience in similar projects throughout Central Florida. This experience
includes the permitting process through the Florida Department of Transportation -District 5. Similar
projects include the intersection improvements at SR419 at Moss Road, Edgemon Avenue, Layer
Elementary Entrance, and SR434.
SCOPE OF SERVICES
Design, Construction Plans Preparation and Permitting
1. Establish the location of the apparent right-of--way line.
2. Locate all the improvements and utilities, as evidenced by above ground features or as marked by
the designated utility company representative.
3. Obtain spot elevations on natural ground and existing monumentation suitable for interpolation of
one foot contours.
4. Establish a minimum of two (2) site benchmarks.
5. Review readily available published geologic and topographic information. This published
information will be obtained from the appropriate quadrangle map published by the United States
Geological Survey (USGS) and the "Soil Survey of Seminole County, Florida" published by the
United States Department of Agriculture (USDA) Soil Conservation Service (SCS).
"Practical En~ineerinc Solution*S"
302 West State Road 434. Suite 309, Winter Springs, FL 32708 + 407-992-9160 • Fax 407-358-5155
Mr. Brian Fields, P.E.
May 20, 2008
Page 2
P-8004-R2
b. Execute a program of subsurface sampling and field testing. We will perform ten (10) auger
borings within the proposed improvements areas to depths of seven (7) feet to determine the
estimated seasonal high groundwater table. We will also perform six (b) pavement cores
throughout the existing Wade Street pavement.
7. Visually classify and stratify representative soil samples in the laboratory using the AASHTO
classification system. Conduct a limited laboratory testing program to aid in classification of
soils. Identify soil conditions at each boring location and form an opinion of the site soil
stratigraphy.
8. Collect groundwater level measurements and estimate normal wet seasonal high groundwater
levels.
9. Prepare complete construction plans in accordance with the latest design standards, design
manuals and policies adopted by FDOT as applicable, and in accordance with the City of Winter
Springs criteria and preferences.
10. This proposal is based on a SJRWMD exemption.
11. Perform utility coordination. The cost for relocation design of water mains, force mains or
gravity sanitary sewer is not included in this proposal.
12. Submit the construction plans to FDOT for permitting review and approval.
SCHEDULE
A one hundred and twenty (120) day project schedule is anticipated to complete the construction
drawings. This time is exclusive of any review time by FDOT. Close coordination will be required in
order to minimize the review time by the various agencies.
PROFESSIONAL FEES
Design, Construction Plans Preparation and Permitting ....................................................$88,934.00
The attached sheet provides a breakdown of the manhours and fees.
We appreciate the opportunity to submit this proposal and look forward to working with you. If you have
any questions, please contact me.
Very truly yours,
PEGASUS EN EE ING, LLC
Fursa S. Munjed, P.
Project Manager/Principal
Attachment
G:tiProposats~20US~P-8004R2.doc
Mr. Brian Fields, P.E.
May 20, 2008
Page 3
P-8004-R2
City of Winter Springs
Wade Street and State Road 419 Im provements
PE Manhour and Fee Estimate
iDesign, Construction Plans Preaaration and Permitting
Project Project CADD W.P/ Total Total
ITEM Manager Engineer Tech. Secretary Hours Cost
RATES $100.00 $80.00 $60.00 $40.00
Roadway Design 86 260 176 28 550 $41,080.00
Drainage Design 28 64 43 7 142 $10,780.00
Maintenance of Traffic 16 16 24 0 56 $4,320.00
Signing 8 Pavement 24 36 48 8 116 $8,480.00
Marking
U#ility Coordination 8 12 16 8 44 $3,040.00
Coordination With 22 32 43 7 104 $7,620.00
FDOT
Quality Control 16 16 0 0 32 $2,880.00
/Constructability Review
SUBTOTAL 200 436 350 58 1,044 $78,200.00
Survey/Right-of-Way $6,970.00
Geotech $2,200.00
Direct Reimbursables $1,564.80
T~TAI..: $88,934.00
James M, Dunn, II, P.S.M. T. Wayne Yongu, P.S.M.
Brian R. Garvey, P.E.
Gery B. Krick, P.S.M. Roger Lonsway, P.S.M. {Retired)
Myron F. Lucas, P.S.M. Steven L. Anderson, Jr., S.I.T.
Thomas K. Mead, P.S.M. _ Brad J. Lashley, S.I.T.
Timothy Mosby, P.S.M. Abraham I. Remchuk, S.I.T.
James L. Peternen, P.S.M. ~ Donna L. Canvey, C.S.T. N
SOU7HF.ISTERN SURVEYING & MAPPING CORP
Larry W. Prescott, P.S.M. . Frank B. Henry, C.S.T. IV
SURVEYWG FLORIDA SINCE iD72
WIIIIamC. Rowe, P.S.M. David M. Rentfrow, C.S.T., IV
George !_. Snyder, P.S.M. Margarita Slavkove, C.S.T. lV
Tony G. Syfrett, P.S.M. bean C. Sprague, C.S.T. N
Celeste B, van Gelder, C.S.T., !V
Land Surveying d Mapping Servicaas • Sub-Surfaces L1Glity Designation 6 Locatlon Servlcgs • GPS Asset lrnrentories • Geographic Irtformaflon Systems
May 12, 2008
Via E-mail: fursan(a~,negasusenQineering.nei°
Mr. Fursan. S. Munjed, P.E.
Pegasus Engineering, LLC
301 West State Road 434, Suite 309
Winter Springs, Florida 32708
RE: Wade Street/SR 419
Section 34 & 35, Township 20 South, Range 30 East, City of Winter Springs,
Seminole County, Florida
Dear Mr. Munj ed,
We aze pleased to submit our revised proposal for Surveying Services on the above referenced
project.
SCOPE OF WORK:
Provide a Design Topographic Survey and establish the apparent right-of--way line in
accordance with Chapter 61G17-6 F.A.C. to include the following:
1. Establish the location of the apparent right-of--way line.
Locate all improvements and utilities, as evidenced by above ground features or as
marked by the designated utility company representative.
3. Obtain spot elevations on natural ground and existing improvements suitable for
interpolation of one foot contours to be shown on the final drawing.
4. Establish a minimum of two (2) site bench marks.
Topographic coverage will be as described in that email received and marked on that
plan provided by Pegasus Engineering, LLC via a-mail on 05/12/08.
The final product will be certified prints and an electronic file of same on disk for your use.
Our fee for the above referenced work will be Six Thousand Nine Hundred Seventy Dollars &
00/100 ($6,970.00).
OFFICE 8500 Ali Amerfcan Boulevard, Orlando, Florida 32810407! 292-8580 Fax 407! 282-0141 a-mail: inf theastemaurvevino.com
LOCATIOIJS 1130 Highway 90, Chipley, Florida 32428 850/ 838.0790 Fax8541638-8069 e-mail:_lnfo(d3soulheastemaurvevira.com
Page 2
Mr. Fursan Munjed, P.E.
Wade Street/SR 419
May 12, 2008
If a Waiver of Subrogation is requested in a Professional Services Agreement, there will be a fee of
5150.00 added to this project agreement.
We anticipate completion of the above described work within faur (4) weeks after receipt of a
written notice to proceed. Payment is expected within thirty (30) days from date of invoice.
We Look forward to the opportunity to work with you on this project.
Sincerely,
~~'
Gary B. Krick, P.S.M.
President/Project Manager
GHK:gac
If your firm requires a contract to be in place, a PROFESSIONAL SERVICES AGREEMENT will
need to be furnished to Southeastern Surveying and Mapping Corporation in lieu of your signature
of approval. No work will be commenced prior to the acceptance of said agreement in writing by
both parties. AN AGREEMENT/CONTRACT WILL NOT BE ACCEPTED AFTER THIS
PROPOSAL LETTER HAS BEEN SIGNED AND WORK HAS COMMENCED.
If the above scope, period of service and method of compensation meets with your approval, please
execute below and fax to Southeastern Surveying & Mapping Corp. as notice to proceed along with
the notice of commencement.
ACCEPTED BY:
Authorized Signature Printed Name Date
Title
The person signing this Acceptance Statement has the Legal authority to bind this firm to the
terms of this proposal and has read and agrees to the terms of this proposal, and additionally
has the legal authority to guarantee payment for the tasks completed under this agreement.
G:1L)ATA~Propoaa1153255WadeS1-SRM119 REV.wpd
~~~ .Information
~ToBuild
On
~~•~~•>
January 29, 2008
Revised May 13, 2008
Pegasus Engineering, LLC
301 West S.R. 434
Suite 309
Winter Springs, Florida 32708
Attention: Mr. Fursan Munjed, P.E.
RE: Proposal
Geotechnical Engineering Services
Proposed Roadway improvements
Wade Street from S.R. 419 to
Old Sanford Oviedo Road
Seminole County, Florida
PSI Proposal No. 757-8-033
Dear Mr. Munjed:
Pursuant to your request for proposal, Professional. Service Industries, Inc. (PSI) is pleased to
submit the following fee proposal for performance of a preliminary subsurface exploration program
at the site of the referenced project. This proposal is basod on the scope of services provided to us,
and our conversations with Pegasus Engineering, LLC, and has been revised to address the
widening of S.R. 419.
Proiect Inlorsration
The subject site is located in Seminole County, Florida. More specifically, the project is the
proposed improvements of Wade Street from S.R. 419 to Old Sanford Oviedo Road (approximately
670 feet), The improvements wi1J consist of Wade Street pavement reconstruction and widening
approximately i,S00 feet of S.R. 4l 9 to acconunodate the addition of taro lanes onto Wade Street.
In addition, a taro lane will be added from southbound Wade StreeE to westbound S.R. 4I 9.
Sco o Geoteclrrucal Services
The purpose of this study is to obtain preliminary information on the general subsurface soil and
groundwater conditions at the proposed project site. The subsurface materials encountered will then
be evaluated with respoct to the available project characteristics. In this regard, preliminary
geoteehnical engineering recommendations related to the proposed roadway construction will be
formulated.
ProOe~lOnal3ervlce IrWuslrle6, hx:. • 174633rd Sheet • Orlando, FL 52839 • Phone 407f904-5.560 • Fax 407!304-5561
Engkwering CerNficahi of Aulhorizalian 3884
.._.T_. _..__...,..._
Pegasus Engineering, LLC May 13, 2008
~ PSI Proposal No. 757-8-033 Page 2 of4
The following services will be provided in order to achieve the preceding objectives:
Review readily available published geologic and topographic information. This
published information will be obtained from the appropriate quadrangle map
published by the United States Geological Survey (USGS) and the "Soil Survey of
Seminole County, Florida" published by the United States Department of
Agriculture (USDA) Soil Conservation Service (SCS).
2. As requested, PSI will execute a program of subsurface sampling and field testing.
We will perform ten (l0) auger borings within the proposed improvement areas to
depths of 7 feet. We will also perform six (ti) pavement cores throughout the
existing Wade Street pavement.
3. Visually classify and stratify representative soil samples in the laboratory using the
AASHTO classification system. Conduct a limited laboratory testing program to aid
in classification of soils. Identify soil conditions at each boring location and form an
opinion of the site soil stratigraphy.
4. Collect groundwater level measurements and cstimate nom~al wet seasonal high
groundwater levels.
5. The results of the field exploration and laboratory tests will be used in the
engineering analysis and in the formulation of our preliminary geotechnical
recommendations. The results of the subsurface exploration, including the
preliminary recommendations and the data on which they are based, will be
presented in a written report.
Schedule
We are in a position to start work on the assignment immediately upon receipt of authorization to
proceed. The first task will be to complete a utility clearance of the site through Call Sunshine. The
fieldwork, laboratory services and report preparation will take on the order of 2 to 3 weeks to
complete. PSI can provide verbal results of our findings and analyses performed as it is completed
prior to the issuance of our reports.
Service Fee
It is proposed the fee far performance of the above-outlined services be determined on a unit price
basis, in accordance with vur attached Schedule of Services and Fees, and the work be performed
pursuant to our General Conditions. Copies of our Schedule of Services and Fees and General
Conditions are enclosed herewith and incorporated by reference into this proposal. On the basis of
the estimated quantities and the Schedule of Services and Fees, it is estimated the fees will be
sz,~oooo.
r
Pegasus Engineering, LLC May 13, 2008
PSI Proposal No. 757-8-033 'Page 3 of 4
We appreciate the opportunity to offer our services to your project and look forward to working
with you. If this proposal is acceptable, please sign below as notice to proceed and return one (1)
copy of this proposal intact to our office. Should you have any questions in regard to this proposal,
please do not hesitate to contact this office.
Sincerely,
PROFESSIONAL SERVICE INDUSTRIES, INC.
~ ~
~ere~r-y-A: ~ewen~ta-
Project Faagineer
JAS/MAA:crri
1S1757,8-033 Rev(Wade 5l - SR,19 to Oviedo Rd?.pro
Attachments
• Schedule of Services and Fees
• General Conditions
slap a A. Abboud, P.E.
io roject Engineer
AGREED TO THIS DAY OF ,
BY (Please Print):
TITLE:
COMPANY:
SIGNATURE:
I 1
Pegasus Eagineering, LLC May l3, 2008
PSI Proposal No. 757-8-033 Page 4 of4
SCHEDULE OF SERVICES AND FEES
Geotechnical Engineering Services
Proposed Roadway Improvements
Wade Street from S.R 419 to
Old Saaford Oviedo Road
Seminole County, Florida
Description
I. FIELD INVESTIGATION
A Roadway Auger Borings (10 to 7
feet)
B. Pavement Cores
B. Utility CoordinationBoringLaynut
Ii. LABORATORY TESTING
A. Allowance for Visual Classification
and Select Laboratory Testing
Unit Total
Quantity Unit Rate Cost
70 L.F. $ 8.50 $ 595.00
6 Per 100.00 600.00
Core
2 Hours 45.00 90.00
Sabtotal Field Investigation $ 1,285.00
1 Lump $ I50.00 $ 150.00
Sum
Subtotal Laboratory Testing S 150.00
III. ENGINEERING SERVICES
A. Senior Project Engineer
B. Project Engineer
C. CAD Drafting
D. Clerical
Hours $ 115.00 $ 1 l 5.00
6 Hours 85.00 S 10.00
2 Hours 50.00 ]00.00
I Hours 40.00 40.00
Subtotal Engineering Services S 765.00
TOTAL ALL SERVICES $2,200.00
_ __
Pegasus Engineering, LLC
Proposal No. 757-8-033 GENERAL CONDtTfONS
1. PARTB:SANO SCOPE OF WORK: Professional Service Industries Irrc. (hereirla0errelened to as 1PS1~ shell ndude said company or qs particxlar drvisbn, subskliary a afBlale performing the work.
"Wd1C means the apedfic geetedvrical,analytical, testhg a other servloe to be peAamed by PSI as sot forth in PSI'S proposal, Giant's ecoeptanw thereof arts prase General CondAions. Additional wok
ordered by Gent sltefl also be subject to These General ConQid'ons. ~CienP refers b pre person a business errply Orderkrg the wok >b be dale by PSI. N Cfrent is ordering the work on behalf of another,
CTierrt represents and warrants that it is the duly auCrarized ageru of said party for the purpose o1 orderirg and dlrectirg said work, Unless otherwise staled in wiping, Giant assumes sole responsiblpty
far OeternrlNng wtreprd the quantity and the nabtre of the work ordered by the client k adequate and sulTiderrt fa talent's Intended purpose. Client shag communicate these General Condiliorrs to each
and every thkd party b whom Client tranemlta arty part of PST's work PSI ehefl have ra dory ar obpgaGon to any prird par>y greater than drat set forth fn PSfs proposal, C-ient's acwptarxz; thereof and
these General Conditions. The oMering of work from PSI, a the reilenw on any of PST's work, chap oortstqute aoceptartce of the tams nt PSTs proposal and these General ConQdiens, regardless of the
terms of qtly subsequently issued document.
Z TEST'S AND INSPECTIONS: Client shall cause all tests and inspections of Ure sqe, materials and wok pertarrred by PSl a others b be irrrely acrd property perfom>ad in accordance with the plans,
greaFcations and canbact documents and PSfs recorrurtendatlons. No claims fa bsc, damage or injury shall be 6rougfd against PSt by CTrent a arty Third party unless alt tests and inspedlona have
been so peAorrrted and unless PST's remmmendatlons have been followed. Gent agrees ro indemnify, defend and hold PSI, iu officers, empbyees and agents harmless from any and aA claims, wits,
kx3eee, costs and expenses, including, but not frnided b, court ousts and reasonable agomey's fees in the event that all such tests end irwpecdons are not so perfomred a PSfs recommendations are
Sot so foAowsd except to the exterd That such failure JS the resod of the negligence, wigfUl a wanton ad or omissbn of PSI, its offloers, agents a employees, suttjea to the pmitalion contained In paragraph
7.3CHI~1!l,ING OF WORK: The services set forth in PST's pn>pasal and Client's acoeptarrs wip be accompidred in a timely worlmkenllke and professional manner by PSI personnel at the prices
quoted. II PSI Is required to delay mmmarcement of the wok a d, upon embarkirrp upon its work, PSt b required to stop a intartrpt the progress of Its work es a result of ttrarrges in the scope of the
walk rogrresied by CieM, fo fulfiA the regrererrrants of Third parties, interruptions in d>a pregress of mnstrucdon, a other causes beyond pre direct reasonable comic! of PSI, eddllbnal charges wp+ be
appiwbb and payable by Client.
4. ACCE56 TO SITE: Client wAl arrange and provide such akxass to the sqe ore Is necessary for PSI to perform the work, PSI chap take reasonable meawres and precautions !o minimize damage le Ure
alts end anylmpovemants kwled !hereon as the rewq of qs work athe use of Its equipment; however, PSI Iles not btUded in its fee the cost o! restoration of damage which may ocau. Il Client desires
or requlrra PSI b raslae the ode to qa ttxmd oonditiort, tenon wrgterr ragtrest Psi wilt perform such addplonel work as is necessary to do so and Chant agrees m pay b P51 for the oust.
S. CLIEIiT'J! DUTY TO NOTIFY ENGINEER: Client represents and warrants UrsR q has advised PSI Of any known a suspected hazardous nwterials, utlUly Ihles and populants at any ails at which PSI is
to do wok IrereuMer, ant unless PSI has assumed In writing dye responalbiity of lor~ting subsurface objects, stntcturas, pries ar oondutls, Clem agrees b defend, indemnify and save PSI harmless hum
aA t~eim, alms, losses, coats end expenses. Inriudmg naat>nebla agorrrey's fees as a result of personal injury, death a property damage oocraring with reaped to PST's performarkce of its work and
raautlltrg b a caused by axdad with subsurface a latent objects, saucturea, Ifnes a txtndui~ where the actual orpotdrfial presents and bwtbn thereof were not revealed b PS! by Cpdtt
4 RESPONSIBILITY: PSTs work strap not include delennirtirrg, supervking or fmplemenUng the means, methods, Mdriiques, segtrenoes or prooedrues of cortstrtrctlon. P5! shall not be respor>s~le fa
eveluallnp, reputing a alfeetlng job conditions mrxbming health, safety a welhre. PSI'e wok a fatkxs to perform same shat not in any way eztxrse any contractor, subcontractor a supplier from
pstAamance of fls work !n aootRdarxe w71h pie oonhect doaenertts. PSI has no right or duty to stop the mntractoYs work.
7. SAMPLE DISPOSAL• lhrlaas otherwise agreed In wrAing, test spsdmens a sarrrples wN be imposed immediatey upon completion of the test. All drilling samples a specimens wlp ba s'
(BO} days aBa subnrlssbn of PSIk report, disposed tl1h'
B, PAYMENT: Gant stroll be Invoiced once eadr mtxgh fa work ptrfomted tha6tg the precetfktg period. Client agrees sD pay each itvoice wghin thirty (361 days of Its receipt. C6en1 further agrees b pay
krlareet on ed amotinta invoiced and not paid a objected to fa void woes in wtgtng wghln said thirty {301 day period at the rate of eighmen (t By parasol per annum {a the maximum interest rate pseMted
under appiwble Isw), anti paid Cfrent agrees to pay PST's met of kxihction of afl arraurts due and unpaid add eddy (soj days. Indtdriq court costs and reasonable attorney's tees. PSI shat! not ~
beard by any provision a agreerrient requiring or prokridarg far arbitra5on of disputes a mrttroversias arising out of this agreement, dry provision wherein PS! waives arty ri9hls to a mechanics' lien. a
arty prwbbri oarditioreng PSfs right b receive payment for its work upon payrndit to Gent by any dtlyd party. These General Conddrnrrs are nodoe, where required, that PSi shall 51e a fren whenever
nsrwesary b mNed past due amounts. Faptrre to nieke payment vvllhin 36 days of invobe strop consphrk a release of PSI from any and all claims which Giant may have, whether in tort, contract a
ottrerrrite, and vAletlrer Ictown or unlow-wi at the tuna.
A WARRANTY: PSIS SERVICES WIU, BE PF~ORIAED, ITS FINDINGS OBTAINED AND ITS REPORTS PREPARED tN ACCORDANCE WITH ITS PROPOSAL, CLIENT'S ACCEPTANCE
TIiBtEOF, THESE GENERIU. CONDfl'IINJS, AND WfTW GENERALLY ACCEPTED PRINCIPLES AND PRACTICES. 1N PERFORMMG 1TS PROFESSIONAL SERVICES, PSl WILL USE THAT
DEGREE OF GAREAND SKAi ORORJARILY OCERCISED UNDER SIMILAR CIRCIpdSTANCES BY MEMB823 OF fTS PROFEBSK)N. T1fGS WARRANTY lS p4 LIEU OF ALL OTHER WARRANTIES
OR REPRESENTATIONS. EITHER EXPRESS OR IMPLIED. STATEMENTS MADE IN PSf RIiiPORTS ARE OPINIONS BASED UPON ENGINEERING Jt1DGMENT AND ARE NOT TO BE CONSTRUED
AS REPREZiENTATfONS OF FACT.
SHOULA P31 OR ANY OF 17S PROFE5Si0NAt EMPLOYEES BE FOUND TO WAVE BEEN NEGLIGENT IN THE PERFORMANCE OF RS WORK, OR 70 HAVE MADE AND BREACHED ANY
IXPRE35 OR ANPf.It~ t+YARRANTY, REPRESENTATION OR CONTRACT, CI~NT, ALL PARTIES CLAIMING THROUGH CLIENT AND ALL PARTIES CLAfMING TO HAYS IN ANY WAY RELIED
UPON PSIS WORK AGREE THAT THE MAXNNUM AGGREGATE AMOUNT OF THE LIA$ILTTY OF PSI, TTS OFFICERS, 91tPLOYEES ANDAGENTS SHALL BE LIMfTED TO 525,000.06 OR THE
TOTALAMOUNT OF TI•IE FEE PAID TO PSl FOR ITS WORK P6iFORMED WITH RESPECT TO THE PROJECT, WHICHEVER AMOUNT IS GREATER.
IN THE EVENT CLIENT lS UNWILLING OR t1NABLE TO LIMIT PSI'S LIABkITY IN ACCORDANCE tA7TH THE PROVISIONS SET FORTH IN THIS PARAGli/4PH, CLIENT MAY, UPON VYRIT'TEN
REQUEST OF CLIENT RECENED WITHIN FIVE DAYS OF CLIENTS ACCEPTANCE HEREOF, INCREASE 7F~ LW070F PSf S LIABILRYTO 52550,000.06 OR 7HE AMOUNT OF PSI'S FEF, vrtiK~i-
EVER IS THE GREATt7t, BY AGREEING TO PAY PBi A SUM EQUIVALENT TO AN ADDITIONAL AMOUNT OF 57i OF THE TOTAL FEE Tt) 8E CHARGED FOR P51'5 SERVICES. THIS CHARGE tS
FIO7T0 BECONSIRUEDAS BEING A CHARGE FOR IN5l1RANCE OFANYTYPE, BUTTS INf~iEASEO CONSIDERATIDN FOR THE GREATER LIABILITY INVOLVED.IN ANY EVENT ATTORNEYS
FEES EXPENDt~ BY PSI IN CONNECTION VYrT}t ANY CLAIM SHALL REDUI~ THE AMOUNTAVAILABIE,AND ONLY 01~ SUCH AMOUNT WILLAPPI.Y TO NJY PRWECT.
NOAC'iION OR CLAIM,1fYHETHER IN TORT, CONTRACT, OR OTHERWISE, MAYBE BROUGHTAGAINST PSI, ARISING FROM OR RELATED TO PSYS WORK, MORE THAN TWO YEARS AFTER
THE t~SSATION OF PSI'S WORK HERr~UI~ER, REGARDLESS OF THE DATE OF DISCOVERY OF SUCH CLAIM.
10. WOEMi1TY: Subject b the foregarig kmitalions. P51 agrees b indamntty and hold Clent harmless hen end against any and all claims, suits, coals and expenses including reasonable apomey's
tile8 and OOar{ mats arising out d PST's negligence to the extant of PST's rregkganoe. Chem shell provide the tame prdectlon to the extent of its negligence, M the event That Gent or Clent's principal
shy bring arty suf. rouse d action, claim a oouitterClsim against PSI, the pang Inltiatirtg ouch action shall pay ro PSI the noels end expenses inuured by PSI to irivestlgete, answret and defend R indudinp
reaaonabk tgtorney's and wdtrtess fees and court costs to the extent that PSI shop prevail in such suq,
11. TFRMMATtON: This Agreanent maybe IennlrraMd by either party upon seven days' pda vnitterr notice. In pre event of Oemrir>etbn, PSI afro! l be compensated by Client for all services perfomtad up
1oRUdmg the tennlnatlon dale..iciudng reirr>orasable expenses, and kr pre completion d such services and records es are necessary to platy PSTs files b order ands Ixk>teCl Its professional
1S. FEES: PST's employees shag riot be rcteiried as expect wltrracses exwpt by separate, wripen agreement. Client agrees to pay PSfs legal expenses, adminfsfratlve costs
calk fees plaauanl b PSTe then kairraik fee schedule for PSI b respond fo any subpoena Gent agrees not iD hire PSI$ employees axwpt through PSI. In the event Client hires a PSI eirrpbyee within
Year tobwitg any project tlrreugh which Clierd had contact with said empbyee, Client shalt pay PSI an arnountequal mono-halt of the employee's annuaized salary, as iquidatad damages without
PSI tisiiWng Olhd remedies q may have.
ti,1MZARtf0U6 YATERU4I.S: hoping contained wttliin this agreement shall be tzneUkred a interpreted as requiring PSI to assume the status of an owner, operate. gerrerator, steer, transporter,
trsalera disposal fadWy as picas terms appear vvghm ftCRAa wgNn any Federal a State statrue or regkrlaallon governing the gendalion, hansportalion, treatment, storage and dispose! of polulanls.
glen! assrmres fui res{rorrWbllity for compliance wqh pre proviabns of RCRA and any other Federal a Stale statute or regulation goveming the handing, treabnenL sbrege and disposal of poUtitants.
1<. lpR0YIS10NS SEVERABLE: The parties Irene entered kdo pis agreement in good froth, and It is ttte specNc irdem of the paNes drat pia terrtts of these General Conditions be enforoed as wripen.
In the event any of pie provisions of these General Conditions should be forurd to be unentaceabk, q shall be stricken and the remainrrg provisions shall be erifomeabk.
15. ENTIRE AGRE~IT: fits agreement constitutes pre endre trrderstanding of pre paAles. end there are no rep[esentatione, warrarrtles a undertatdngs made other Then as set forth herein. This
agreement may be ama+dnd, modified or terminated only in writing, signed by eadk of the parties hereto.
PSI 8~60a11(81
2165
!'
WADE STREET AND STATE ROAD 419 IMPROVEMENTS
PROJECT SCHEDU LE
JUNE 2008 JULY 2008 AUGUST 2008 SEPTEM BER 2008 OCTOB ER 2008 NOVEM BER 2008
NTP
FIELD SURVEY
GEOTECH
30% PLANS
REVIEW
90% PLANS
REVIEW
FINAL PLANS
DATE PREPARED: 6-11-2008
Pegas~u~
EN6INEERlN6