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HomeMy WebLinkAboutEnvironmental Services Inc. Agreement for Environmental Services -2000 05 30 . . AGREEMENT FOR ENVIRONMENTAL SERVICES THIS AGREEMENT is made and entered into this jO day of ~ , .2000, by and between the CITY OF WINTER SPRINGS, FLORIDA, a Florida"tnunicipal corporation, hereinafter referred to as "City", located at 1126 East State Road 434, Winter Springs, FL 32708, and ENVIRONMENTAL SERVICES, INC., a Florida corporation, 1353 North Courtenay Boulevard, Suite W, Merritt Island, FL 32953, hereinafter referred to as "Contractor". WITNESSETH: WHEREAS, on May 22,2000, the City Commission of Winter Springs, Florida, authorized City staff to obtain environmental services to develop a mitigation plan on the real property around the City's police station located on Moss Road in the City of Winter Springs, Florida; and WHEREAS, Contractor is willing to provide such environmental 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 Term. Unless sooner terminated by either Party pursuant to the terms and conditions herein, this Agreement shall terminate upon completion of the services by Contractor. 1.2 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 from time to time, which shall constitute authorization for the Contractor to provide the environmental services authorized by this Agreement. b. "City" shall mean the City of Winter Springs, a Florida municipal corporation and its officers and employees. c, "Contractor" shall mean Environmental Services, Inc., a Florida corporation and its officers, principals, employees, agents, and contractors. d. "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. e. "Public Record" shall have the meaning given in Section 119.011 (1), Florida Statutes. f. "Work" or "Services" shall be used interchangeably and shall include the performance of the work agreed to by the parties under this Agreement. 2.0 DESCRIPTION OF SERVICES Contractor shall provide the following services to City for the property around the City's police station which is located on Moss Road and owned by the City. The property is also depicted on Exhibit "B", which is attached hereto and incorporated herein by this reference: Task 1. Background Review ESI will review all existing environmental information on the site and ESI personnel will conduct a field review of the project area to evaluate the environmental status, in particular, the location and quality of the wetlands. Task 2. Preliminary Coordinate with Agencies ESI will coordinate with St. Johns River Water Management District (SJRWMD) and.U,S. Army Corps of Engineers (CE) regarding quality and functionality of wetlands; mitigation alternatives; and expected compensation ratios. Task 3. Develop Mitigation Plan ESI will coordinate the City and the City's Planning and Architecture Consultant in development of a written mitigation and site plan that avoids and minimizes wetland impacts. Subsequent to this process ESI 2 will evaluate on-site and off-site compensation options and will design a written mitigation program to adequately address proposed wetland impacts. As part of this written plan, estimated costs for completion of the written mitigation plan will be calculated. Task 4. Coordinate with Agencies on Mitigation Plan ESI will meet with staff from SJRWMD and CE, as necessary, to confirm that suitability of the proposed written mitigation plan. Task 5. Miscellaneous Meetings This task estimates time for two coordination or status meetings with the City and/or City's PI aIming and Architecture Consultant. 3.0 CHANGES IN THE SCOPE OF WORK City may make changes in the Services at any time by giving written notice to Contractor. If such changes increase (additional services) or decrease or eliminate any amount of Work, City and Contractor will negotiate any change in total cost or schedule modifications, If the City and the Contractor approves any change, this Agreement will be modified in writing to reflect the changes; and Contractor 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 Contractor's designated representative. 4.0 SCHEDULE 4.1 Contractor shall perform the Services in conformance with a mutually agreed \ upon schedule. Contractor 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 Contractor 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 Contractor without City's prior written consent, except as provided in Sections 3,0 and 18.0 herein. 5.0 METHODS OF PAYMENT FOR SERVICES AND EXPENSES OF Contractor 5.1 General Services. For all Services performed by Contractor's principals, officers, and employees pursuant to paragraphs 2.0 and 3.0, the City agrees to pay the Contractor an amount not to exceed the following for each task: 3 Task 1. $1,500.00 Task 2. $ 500.00 Task 3. $2,000.00 Task 4. $ 500.00 Task 5. $ 500.00 5.2 Contractor shall be compensated for its services based on the schedule of hourly rates attached hereto as Exhibit "A", which is hereby incorporated herein by this reference. 5.3 Upon prior approval of the City, City agrees to reimburse Contractor for the actual cost of extraordinary expenses incurred by Contractor in performing the Services under this Agreement. Contractor shall not charge any special handling or any other fee associated with reimbursable expenses, 5.4 Payment. Upon receipt of a proper invoice from Contractor, the City agrees to pay the Contractor the invoice amount providing said amount accurately reflects the terms and conditions of this Agreement. Invoices may only be submitted on a monthly basis unless otherwise agreed by the City. Invoices shall itemize a description of Work performed and reimbursable expenses, if any, the number of hours expended, the applicable hourly rate and the amount owed for services and reimbursable expenses (if any). Unless otherwise agreed in writing by the City, there shall be no other compensation paid to the Contractor and its principals, officers, employees, and contractors in the performance of Work under this Agreement. The City agrees to make all payments due within thirty (30) days of receipt of a proper invoice delivered by Contractor. 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 Contractor. 6.2 No inspection, review, or observation shall relieve Contractor of its responsibility under this Agreement. 7.0 PROGRESS MEETING. City's designated representative may hold periodic progress meetings on a monthly basis, or more frequently if required by the City, during the term of this Agreement. Contractor's Project Manager and all other appropriate personnel shall attend such meetings as designated by City, 4 8.0 SAFETY. Contractor shall be solely and absolutely responsible and assume all liability for the safety and supervision of its principals, officers, employees, contractors, and agents while performing Services provided hereunder. ,9.0 REASONABLE ACCESS. During the term of this Agreement, City shall grant Contractor 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, Contractor shall be responsible for providing the types of insurance and limits of liability as set forth below. a) Professional Liability: Proof of professional liability insurance (E&O insurance) shall be provided to the City for the minimum amount of $1,000,000 as the combined single limit for each occurrence, b) The Contractor 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 Contractor from claims of property damages which may arise from any Services performed under this Agreement whether such Services are performed by the Contractor or by anyone directly employed by or contracting with the Contractor. c) The Contractor shall maintain comprehensive automobile liability insurance in the minimum amount of $250,000 combined single limit bodily injury and minimum $50,000 property damage as the combined single limit for each occurrence to protect the Contractor 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, jncluding rented automobiles whether such operations be by the. Contractor or by anyone directly or indirectly employed by the. Contractor. d) The Contractor 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. Prior to performing the Services under this 5 Agreement, Contractor shall deliver proof of insurance (in the form of Certificates of Insurance) to the City. Current, valid insurance policies meeting the requirements herein identified shall be maintained during the term of this Agreement. 10.3 Independent Associates and Consultants. All independent associates, contractors and consultants employed by Contractor to perform any Services hereunder shall fully comply with the insurance provisions contained in this paragraph. 11.0 COMPLIANCE WITH LAWS AND REGULATIONS . Contractor 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 12.1 Contractor represents that the Services provided hereunder shall conform to all requirements of this Agreement, shall be consistent with recognized and sound engineering and environmental practices and procedures; and shall conform to the customary standards of care, skill, and diligence appropriate to the nature of the Services rendered. 12.2 Contractor 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 Contractor guarantees that all Services performed under this Agreement shall be free from claims of patent, copyright,' and trademarks infringement. Notwithstanding any other provision of this Agreement, Contractor shall indemnify, hold harmless, and defend City, its officers, directors, attorneys, 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. 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 6 the Contractor 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 Contractor. Said record, document, computerized information and program, audio or video tape, photograph, or other writing of the Contractor 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 Contractor 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 Contractor 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 Contractor and its independent contractors and associates pursuant to this Agreement or related exclusively to the Services described herein 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 adaption by the Contractor, 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 Contractor. 14.3 Ownership of Documents. The City and the Contractor agree that upon payment of fees due to the Contractor 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 Contractor 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 Contractor waives all rights of copyright in said design, report, inventory list, compilation, drawing, specification, technical data, recommendation, model, schedule and other instrument produced by the Contractor in the performance of this Agreement, and hereby assigns and conveys the same to the City whether in the possession or control of the Contractor or not. 14.4. The Contractor acknowledges that the City is a Florida municipal corporation and subject to the..Florida Public Records Law. Contractor agrees that to the extent any document produced by Contractor under this Agreement constitutes a Public Record, Contractor shall comply with the Florida Public Records Law. 15.0 ASSIGNMENT 15.1 Contractor 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. 7 15.2 If upon receiving written approval from City, any part of this Agreement is subcontracted by Contractor, Contractor 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 Contractor who shall take immediate steps to remedy the situation. 15.4 If any part of this Agreement is subcontracted by Contractor, prior to the commencement of any Work by the subcontractor, Contractor shall require the subcontractor to provide City and its affiliates with proof of insurance coverage as set forth under this Agreement. 16.0 INDEPENDENT CONTRACTOR At all times during the term of this Agreement, Contractor shall be considered an independent contractor and not an employee of the City. 17.0 TERMINATION 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, by providing Contractor at least five (5) days advance written notice. If the City terminates this Agreement, Contractor shall cease work immediately upon receipt of said notice, unless otherwise directed by City. In the event of 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. 17.2 Contractor may terminate this Agreement, or suspend work hereunder, without penalty, by providing at least five (5) days advance written notice, if City fails to make payment to Contractor as set forth hereunder. . 18.0 FORCE MAJEURE 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 8 days, either party may terminate this Agreement. 19.0 GOVERNING LAW & VENUE 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. 20.0 HEADINGS Paragraph headings are for the convenience of the parties only and are.not to be construed as part of this Agreement. 21.0 SEVERABILITY 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. 22.0 WAIVER AND ELECTION OF REMEDIES 22.1 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. 22.2 No waiyer, 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. 23.0 TIDRD PARTY RIGHTS Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than City and Contractor. 24.0 PROHIBITION AGAINST CONTINGENT FEES Contractor warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Contractor, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Contractor, any 9 fee, commission, percentage, gift, 01- other consideration contingent upon or resulting from the award or making of this Agreement. 25.0 ENTIRE AGREEMENT. This Agreement, including any Exhibits attached hereto, constitute the entire agreement between City and Contractor with respect to the Services specified and all previous representations relative thereto, either written or oral, are hereby annulled and superseded. 26.0 NO JOINT VENTURE. 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. 27.0 ATTORNEY'S FEES. Should either party bring an action to enforce any of the terms of this 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. 28.0 COUNTERP ARTS. This Agreement may be 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. 29.0 DRAFTING. City and Contractor 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. 30.0 NOTICE 30.1 Any notices required to be given by the terms of this Agreement shall be delivered by hand or mailed, postage prepaid to: 10 . For Contractor Linda A. Olsin~ssistant Vice President Environmental Services, Inc. 1353 North Courtenay Boulevard Suite W Merritt Island, FL 32953 (321) 449-0408 Facsimile: (321) 449-0469 For City: Ronald W. McLemore, City Manager City of Winter Springs 1126 East State Road 434 Winter Springs, FL 32708 (407) 327-5957 Facsimile: (407) 30.2 Either party may change the notice address by providing the other party written notice of the change. 31.0 SOVEREIGN IMMUNITY. 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 I s potential liability under state or federal law . 32.0 CORPORATE REPRESENT A TIONS BY CONTRACTOR. Contractor hereby represents and warrants to the City the following: (a) Contractor 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 carryon the functions and operations set forth in this Agreement. (b) The undersigned representative of Contractor has the power, authority, and legal right to bind Contractor and execute and deliver this Agreement on behalf of Contractor . 11 33.0 INDEMNIFICATION AND HOLD HARMLESS. For all Services performed pursuant to this Agreement, the Contractor agrees to the fullest extent permitted by law, to indemnify and hold harmless the City and its employees, attorneys, and officers from and against all claims, losses, damages, personal injuries . (including but not limited to death), or liability (including reasonable attorney's fees through any and all administrative, trial and appellate proceedings), directly or indirectly arising from: a) any default under this Agreement by Contractor; b) any negligent act, omission or operation of work related to all Services performed under this Agreement by Contractor, and its employees, principals, agents, independent contractors, and consultants. The indemnification provided above shall obligate the Contractor to defend at its own expense or to provide for such defense, at the option of the City, as the case may be, of any and all claims of liability and all suits and actions of every name and description that may be brought against the City or its employees, attorneys, and officers which may result from any negligent act, omission or operation of work related to the Services under this Agreement whether the Services be performed by the Contractor, or anyone directly or indirectly employed by them. In all events the City shall be permitted to choose legal counsel of its sole choice, the fees for which shall be subject to and included with this indemnification provided herein, as long as said fees are no greater than at a rate of $200 per hour. This paragraph shall survive termination of this Agreement. IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed by their duly authorized representatives as of the date first written above. CITY: CITY OF WINTER SPRINGS, FLORIDA By: ~ AJ. ~./__ RONALD W. McLEMORE City Manager 12 .. ...:.. . , ENVIRONMENTAL SERVICES, INC. By:~ %tr~ LINDA A. OLSJ'N ~JP(;- Assistant Vice President ENVIRONMENTAL SERVICES, INC. 1353 NORTH COURTENAY PARKWAY, SUITE W MERRITT ISLAND. FT.ORIDA 32953 (321) 449-0408 30 May 2000 Mr. Ronald W. McLemore, City Manager City of Winter Springs 1126 East State Road 434 Winter Springs, Florida 32708 RE: City of Winter Springs Pazk Seminole County, Florida Deaz Mr. McLemore: Enclosed please find the executed Agreemem for Environmental Services for services to be provided by Environmental Services, Inc. in relation to a mitigation plan for City of Winter Springs land located on Moss Road. We aze proceeding with the project in your behalf. Your project manager at ESI will be Linda Olson. Additional staffpersons may be used to support the needs of your project. As pazt of initiation of the scope of services we will contact Mr. Chazles Pula to coordinate a "kick-ofi" meeting. If possible, prior to that meeting we would appreciate your forwarding copies of any previous information collected for the site. In addition, we will coordinate with Mr. Bill Starmer to obtain copies of proposed site plans. We wish to maintain our record of high quality, efficient, and expedient service for you. Please feel free to call us at any time, and we would appreciate any comments that you have to improve out service to you. We appreciate your confidence in ESI and we look forwazd to assisting you. Sincerely yours, ENVIRONMENTAL SERVICES, INC. ~~~~ .~C~~'~ Linda A. Olson, MS, CWD Assistant Vice President E000031/agreement let