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HomeMy WebLinkAboutItem VI (B) Approval and Authorization for Mayor and City Clerk to Execute Soils Analysis Contract during Construction AGENDA 7-20-93 "CENTER OF GOOD LIVING-PRIDE OF WEST ORANGE" Item VI B Ocoee J.:wi I VANv>;x�K1F1 1�?�' • O COMMISSIONERS pA4CITY OF OCOEE RUSTY JOHNSON 150 N.LAKESHORE DRIVE PAUL W.FOSTER v O OCOEE,FLORIDA 34761 VERN COMBS �,y `?C1 (407)656-2322 SAM WOODSON lf� Of GOO `J QTY MANAGER ELLIS SHAPIRO MEMORANDUM DATE: July 16, 1993 TO: THE HONORABLE MAYOR AND BOARD OF CITY COMMISSIONERS FROM: Montye E. Beamer, Director Administrative Services SUBJECT: Construction Materials Testing Services City Hall/Police Department The City as its responsibility and for its protection must provide the geotechnical engineer for evaluating the suitability of the soil material at the construction site and for notification to the contractor when the unsuitable material and concrete grout have been removed. Additionally the geotechnical engineer must identify the top surface level of buried subsurface unsuitable materials in areas of the site where unsuitable materials are below a layer of suitable materials. In order for this work to be independent of all other contracts, the City must contract direct with the geotechnical engineers. L.J. Nodarse & Associates, Inc. provided the original report as to the affected apron, and staff recommends the continuation of this firm. Initiation of work will be contingent upon contractor's critical path. The City Attorney has reviewed the attached contract. ACTION REQUESTED The Mayor and Board of City Commissioners (1) approve the Construction Materials Testing Services - City Hall/Police Department with L.J. Nodarse & Associates, Inc. in the amount of $11,343.00 and (2) authorize the Mayor and City Clerk to execute. MEB/jbw Attachment CONSTRUCTION MATERIALS TESTING SERVICES THIS CONTRACT made and entered into this day of , 1993, by and between the CITY COMMISSION OF OCOEE, FLORIDA, a political subdivision of the State of Florida, hereinafter referred to as "CITY", and L.J. NODARSE & ASSOCIATES, INC. , hereinafter referred to as "CONSULTANT" . PREMISES WHEREAS, the CITY desires to retain professional engineering services to supply construction materials testing at the City Hall/Police Department, City of Ocoee, Orange County, Florida. WHEREAS, the CITY desires to employ the CONSULTANT in connection with the engineering and other services required, upon the terms and conditions hereinafter set forth, and the CONSULTANT is desirous of obtaining such employment and of performing such service upon said terms and conditions; NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, it is agreed by and between the parties hereto as follows: - 1 - I SCOPE OF ENGINEERING SERVICES The CONSULTANT shall diligently and in a timely manner perform professional services for the CITY in connection with the construction materials testing for City Hall/Police Department: The scope of services is described in "Exhibit A", which is attached to this Contract, and incorporated by reference herein. However, in the case of a conflict between Exhibit A and any other provisions of this Contract, the language of the Contract shall prevail. II PAYMENT A. The CITY agrees to pay the CONSULTANT for the services in Exhibit A, a lump sum fee of ELEVEN THOUSAND THREE HUNDRED FORTY-THREE DOLLARS ($11,343 .00) , said compensation to be paid as set forth herein and calculated at the hourly rates set forth in Exhibit B, which is attached to this Contract, and incorporated by reference herein. In the event additional muck is encountered requiring removal beyond the 120 hour estimate set forth in Exhibit "A", the additional removal services will be compensated at the rate of $26.00/hour upon presentation of verification of the amount of work performed when the excess muck removal services are completed. B. PROGRESS PAYMENTS: Progress payments shall be due and payable monthly in proportion to the engineering work - 2 - approved and accepted, in writing, by the CITY. All requests for payment must identify that portion of the scope of services described in Exhibit A for which payment is requested. Payment requests shall be submitted no later than the 10th of the month to Montye E. Beamer the City Manager's designated representative. Ten percent of the monthly progress payments will be withheld from CONSULTANT as retainage until such time as one-half of the services set forth in Exhibit A have been provided. At such time, one-half of the retainage will be released to the CONSULTANT if and only if CONSULTANT is properly performing its services in a timely manner. Thereafter, five percent of all future progress payments will be withheld until such time as CONSULTANT has achieved satisfactory completion of the services set forth in Exhibit A, at which time all retainages will be released to CONSULTANT. Similar retainage requirements will apply to additional scope changes addressed in paragraph II-E. C. SUSPENSION OF PROGRESS PAYMENTS BY CITY: In the event the CONSULTANT falls behind the project completion schedule submitted in conformance with Article IX, Paragraph B of this Contract, no further progress payments will be made until the CONSULTANT brings the project back on schedule or a revised schedule is - 3 - submitted and approved or until all work has been completed and accepted by the CITY. D. PAYMENT IN EVENT OF TERMINATION BY CITY: In the event this Contract is terminated or canceled prior to completion, payment shall be made in accordance with the provisions of Article V. E. CHANGES IN SCOPE; ALLOWANCE OF ADDITIONAL COMPENSATION: If instructed to do so by the CITY, the CONSULTANT shall change or revise work that has been performed, and if such work is not required as a result of error, omission or negligence of the CONSULTANT, the CONSULTANT may be entitled to additional compensation. In all disputes arising over the right to additional compensation, the CITY shall be the party to determine whether substantial acceptable work has been done on documents such that changes, revisions or preparation of additional documents will result in additional compensation to the CONSULTANT. For changes in scope for which the CONSULTANT is entitled to additional compensation, such compensation will be authorized on a not to exceed basis using estimated hours and hourly rates by classification set forth in Exhibit B. The fee shall be agreed upon before commencement of any additional work and shall be incorporated by written amendment to this Contract. F. TRAVEL AND PER DIEM: All travel and per diem charges shall not exceed the limits as set forth in - 4 - Section 112.061, Florida Statutes, as set forth in "Exhibit C", which is attached to this Contract. III CITY'S RIGHTS AND RESPONSIBILITIES The CITY shall: A. Furnish the CONSULTANT with construction plans and specifications necessary or useful in connection with the performance of the testing services set forth in Exhibit A. All records, data, plans and profiles shall be and remain the property of the CITY and shall be returned to the CITY upon completion of the services to be performed by the CONSULTANT. B. Make CITY personnel available on a time-permitting basis, where required and necessary to assist the CONSULTANT. The availability and necessity of said personnel to assist the CONSULTANT shall be determined solely within the discretion of the CITY. C. CITY'S APPROVAL SHALL NOT RELIEVE CONSULTANT OF RESPONSIBILITY: Approval by CITY of designs, specifications, calculations, estimates, plans, drawings, construction documents, photographs, reports, memoranda, other documents and instruments, and engineering work or materials furnished hereunder shall not in any way relieve CONSULTANT of responsibility for technical adequacy and accuracy of its work. Neither CITY's - 5 - review, approval or acceptance of, nor payment for any of the services shall be construed to operate as a waiver of any of CITY's rights under this Agreement or of any cause of action it may have arising out of the performance of this Agreement. IV CITY'S DESIGNATED REPRESENTATIVE It is understood and agreed that the CITY designated the CITY ENGINEER, or his designated representative, to represent the CITY in all technical matters pertaining to and arising from the work and performance of this Contract. The CITY ENGINEER, or his designated representative, shall have the following responsibilities: 1. Examination of all reports, sketches, drawings, estimates, proposals, and other documents presented by the CONSULTANT and rendering, in writing, decisions indicating the CITY's approval or disapproval within a reasonable time so as not to materially delay the work of the CONSULTANT; 2 . Transmission of instruction, receipt of information, and interpretation and definition of CITY policies and decisions with respect to the matters pertinent to the work covered by this Contract; 3 . Giving prompt written notice to the CONSULTANT whenever the CITY observes, or otherwise becomes aware of, any - 6 - defects or changes necessary in CONSULTANT's services pursuant to this Contract; 4. Following the CONSULTANT's preparation of any necessary applications to governmental bodies, to arrange for submission of such applications; and 5. Approval in advance of all key personnel to be used by CONSULTANT in rendering services pursuant to this Agreement. V TERMINATION OF CONTRACT A. TERMINATION FOR CAUSE: The CITY retains the right to terminate this Contract for good cause, within fifteen (15) days of receipt by CONSULTANT of notice of the CITY's intent to terminate, if: 1. Adequate progress on any aspect of CONSULTANT's services is not being made by the CONSULTANT; 2. The quality of any work submitted by the CONSULTANT is considered to be unacceptable. In such case, the CITY's designated representative may send a certified letter stating that the CONSULTANT show cause why the Contract should not be terminated; 3 . The CONSULTANT or any employee or agent of the CONSULTANT is indicted or has a direct information issued against him for any crime arising out of or in conjunction with any work that has been performed by the CONSULTANT; - 7 - 4. The CONSULTANT becomes involved in either voluntary or involuntary bankruptcy proceedings, or makes an assignment for the benefit of creditors; or 5. The CONSULTANT violates the Conflict of Interest provisions of Article X. B. TERMINATION WITHOUT CAUSE: The CITY shall have the right at any time to terminate this Contract without cause, as above-defined in Section A, when such termination is in the public interest. When such termination is deemed necessary, the CITY ENGINEER shall notify the CONSULTANT of such termination, with instructions as to the effective date of termination or specify the state of work at which the Contract is to be terminated. C. PAYMENT IN EVENT OF TERMINATION: If this Contract is terminated before performance is completed, the CONSULTANT shall be paid for the work satisfactorily performed. Payment is to be on the basis of substantiated costs, not to exceed an amount which is the same percentage of the contract price as the amount of work satisfactorily completed is a percentage of the total work called for by the Contract, qualified however, by any additional costs incurred by the CITY as a result of such termination in event of good cause. If termination for cause is effected by CITY, an equitable adjustment in the price provided for in this AGREEMENT shall be made, but no amount shall be allowed for profit - 8 - for services or other work performed. If termination for cause is effected by CONSULTANT, or if termination for convenience is effected by CITY, the equitable adjustment shall include a reasonable profit for services or other work performed. For any termination, no amounts shall be included for anticipated profit for services or other work not performed. The equitable adjustment for any termination shall provide for payment to CONSULTANT for termination settlement costs reasonably incurred by CONSULTANT relating to legally binding written commitments which were entered into prior to the termination. D. ACTION FOLLOWING TERMINATION AND PRIOR TO FINAL PAYMENT: 1. Upon receipt of notice of termination, the CONSULTANT shall: a. Promptly discontinue all services, unless the notice provides otherwise, and b. Deliver or otherwise make available to the CITY all reports, drawings, plans, specifications, and other data and documents that have been obtained or prepared by the CONSULTANT in performing its services under this agreement, regardless of whether the work on such documents has been completed or is in progress. - 9 - 2. No payment in event of termination shall be made by the CITY until CONSULTANT's fulfillment of the above conditions precedent. VI INDEMNITY/INSURANCE AND SAFETY REQUIREMENTS A. If there are any claims for damages directly attributable to the negligence, errors or omissions of the CONSULTANT, its agents or employees while providing the services called for herein, it is understood and agreed the CONSULTANT shall indemnify and hold harmless the CITY from any and all losses, costs, liability, damages and expenses arising, growing out of or in any way connected with such claims or litigation asserted as a result hereof. However, the CONSULTANT shall not be responsible for damages or omissions of CITY, its independent contractors, agents or employees proximately resulting in bodily injury to persons or property. B. The CONSULTANT will obtain or possess the following insurance coverage, and will provide Certificates of Insurance to the CITY prior to commencing operations under the Contract to verify such coverage. The CONSULTANT agrees that the CITY will be included as an additional insured on all such policies provided pursuant to this AGREEMENT. The insurance coverage shall contain a provision which forbids any changes or material - 10 - alterations in the coverage without providing thirty (30) days prior notice to the CITY. 1. Workers' Compensation - The CONSULTANT will provide Workers' Compensation for all employees at the site location, and, in case any work is subcontracted, will require the Subcontractor to provide Workers' Compensation for all his employees. The limits will be statutory for Workers' Compensation and $100,000 for Employers' Liability. 2 . Comprehensive General Liability - The CONSULTANT will provide coverage for all operations including, but not limited to, Contractual, Products and completed Operations, and Personal Injury. The limits will be not less than $500, 000 Combined Single Limit or its equivalent. 3. Comprehensive Automobile Liability - The CONSULTANT will provide coverage for all owned and non-owned vehicles for limits of not less than $500, 000 Combined Single Limit or its equivalent. 4. The CONSULTANT shall maintain professional liability insurance in the amount of $500,000 (deductible permitted not in excess of $50, 000) , providing all sums which the CONSULTANT shall be legally obligated to pay as damages for claims arising out of the services performed by the CONSULTANT or any person employed by him in - 11 - conjunction with this Contract. This insurance shall be maintained for two (2) year after completion of the construction and acceptance of the project. 5. The CONSULTANT will furnish Certificates of Insurance to the CITY ENGINEER. The certificates shall clearly indicate that the CONSULTANT has obtained insurance of the type, amount and classification required by these provisions. No material change or cancellation of the insurance shall be effective without a thirty (30) day prior written notice to and approved by the CITY. VII TRUTH IN NEGOTIATION CERTIFICATE The CONSULTANT hereby certifies, covenants and warrants that wage rates and other factual unit costs supporting the compensation provided for in this Contract are accurate, complete and current as of the date of negotiation. It is further agreed that the contract price shall be adjusted to exclude any significant sums where the CITY determines the contract price was increased due to inaccurate, incomplete or non-current wage rates and other factual unit costs. All such contract adjustments shall be made within one year following the end of the Contract. For the purpose of this paragraph, the end of the Contract shall be deemed to be the date of final acceptance of the work by the CITY. Records of costs incurred under terms of this Contract shall be maintained and made - 12 - available to the CITY to examine, audit, and make transcripts therefrom or copies thereof, during the period of this Contract and for one year after final payment is made. VIII OWNERSHIP OF DOCUMENTS It is understood and agreed that all documents, including detailed reports, plans, original drawings, survey field notebooks, and all other data prepared or obtained by the CONSULTANT in connection with its services hereunder, shall be delivered to and shall become the property of the CITY prior to final payment to the CONSULTANT. All documents including the final report prepared by the CONSULTANT pursuant to this Contract are intended or represented to be suitable for reuse by the CITY or others. IX WORK COMMENCEMENT/PROGRESS/DELAYS A. COMMENCEMENT AND TERM OF JOB: The services to be rendered by the CONSULTANT shall be commenced subsequent to the execution of this Contract and upon written notice to proceed from the CITY ENGINEER. Services shall be completed within any performance periods specified in Exhibit A, but in any event, final completion shall be accomplished within days, including days of CITY review time per submittal, from the date of notification to proceed. B. MONITORING PERIOD DEADLINES: A monitoring period schedule has been approved by the CITY. Said monitoring - 13 - period schedule is attached hereto as "Exhibit D" and made a part hereof by this reference. The purpose of this schedule is to: 1. Provide monitoring reporting deadlines for the CONSULTANT upon which the CITY may rely; 2. Provide guidance for the CITY in honoring the CONSULTANT's monthly invoices for progress payments called for in Article II (B) hereof; and 3. Provide a framework against which the CITY may suspend progress payments as provided in Article II (C) hereof. C. CONFERENCES: The CITY will be entitled at all times to be advised, at its request, as to the status of work being done by the CONSULTANT and of the details thereof. Coordination shall be maintained by the CONSULTANT with representatives of the CITY, or of other agencies interested in the survey on behalf of the CITY. Either party to the Contract may request and be granted conference. D. DELAYS NOT FAULT OF CONSULTANT; DISCRETIONARY EXTENSIONS OF COMPLETION TIME BY CITY: In the event there are delays on the part of the CITY as to the approval of any of the materials submitted by the CONSULTANT, or if there are delays occasioned by circumstance beyond the control of the CONSULTANT which delay the Contract completion date, the CITY ENGINEER may grant to the CONSULTANT, by - 14 - "Letter of Approval of Contract Schedule", an extension of the Contract time or revision to the Project Schedule, equal to the aforementioned delays, provided there are no changes in compensation or scope of work. It shall be the responsibility of the CONSULTANT to ensure at all times that sufficient contract time remains within which to complete services on the project. In the event there have been delays which would affect the project completion date, the CONSULTANT shall submit a written request to the CITY which identifies the reason(s) for the delay and the amount of time related to each reason. The CITY will review the request and make a determination as to granting all or part of the requested extension. E. SUSPENSION OF WORK BY CITY: 1. RIGHT OF CITY TO SUSPEND WORK AND ORDER RESUMPTION. The performance of CONSULTANT's services hereunder may be suspended by the CITY at any time. However, in the event the CITY suspends the performance of CONSULTANT's services hereunder, it shall so notify the CONSULTANT in writing, such suspension becoming effective upon the date of its receipt by CONSULTANT. The CITY shall promptly pay to the CONSULTANT all fees which have become due and payable to the CONSULTANT prior to the effective date of such suspension. CITY shall thereafter have no further obligation for payment to the - 15 - CONSULTANT unless and until the CITY notifies the CONSULTANT that the services of the CONSULTANT called for hereunder are to be resumed. Upon receipt of written notice from the CITY that the CONSULTANT's services hereunder are to be resumed, CONSULTANT shall, in that event, be entitled to payment of the remaining unpaid compensation which becomes payable to him under this Contract, same to be payable in the manner specified herein. In no event will the compensation or any part thereof become due or payable to CONSULTANT under this Contract unless and until CONSULTANT has attained that stage of work where the same would be due and payable to CONSULTANT under the provision of this Contract. 2. RENEGOTIATION BY CONSULTANT; RIGHT TO TERMINATE: If the aggregate time of the CITY's suspension or suspension of CONSULTANT's services exceed one hundred-twenty (120) days, then CONSULTANT and CITY shall, upon request of CONSULTANT, meet to assess the services remaining to be performed and the total fees paid to CONSULTANT hereunder. The parties shall then have the opportunity of negotiating a change in fees to be paid to the CONSULTANT for the balance of the services to be performed hereunder. No increase in fees to the - 16 - CONSULTANT shall be allowed unless it is based upon clear and convincing evidence of an increase in CONSULTANT's costs attributable to the aforesaid suspensions. If an increase in the CONSULTANT's cost is demonstrated by clear and convincing evidence and the CITY refuses to increase said fees, CONSULTANT may terminate this Contract by delivering without notice thereof the CITY within ten (10) days after the CITY has given notice of its refusal to increase said fees. STANDARDS OF CONDUCT A. The CONSULTANT warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this Contract and that he has not paid or agreed to pay any person, company, corporation, individual or firm other than a bona fide employee working solely for the CONSULTANT any fee, commission, percentage, gift or any other consideration, contingent upon or resulting from the award of this Contract. B. The CONSULTANT shall comply with all Federal, State and local laws and ordinances in effect on the date of this Contract and applicable to the work or payment for work thereof, and shall not discriminate on the grounds of - 17 - race, color, religion, sex or national origin in the performance of work under this Contract. C. The CONSULTANT hereby certifies that no undisclosed conflict of interest exists with respect to the present Contract, including any conflicts that may be due to representation of other clients, other contractual relationships of the CONSULTANT, or any interest in property which the CONSULTANT may have. The CONSULTANT further certifies that any apparent conflict of interest that arises during the term of this Contract will be immediately disclosed in writing to the CITY. Violation of this section will be considered as justification for immediate termination of this Contract under the provisions of Article V. D. CONSULTANT's Best Efforts and Standard of Performance. CONSULTANT agrees to use its best efforts to perform all services in such sequence, and in accordance with such reasonable time requirements and reasonable written instructions as may be requested or provided by CITY, and CONSULTANT agrees to perform all such services in accordance with generally accepted standards of the engineering or other applicable professions. E. CONSULTANT is not authorized to act as CITY's agent hereunder and shall have no authority, express or implied, to act for or bind CITY hereunder, either in - 18 - CONSULTANT's relations with Sub-consultants or in any other manner whatsoever. BI ASSIGNABILITY: EMPLOYMENT OF SPECIALISTS A. Sub-consultants. CONSULTANT shall have the right, with CITY's prior written consent, which shall not unreasonably be withheld, to employ other firms to serve as Sub-consultants to CONSULTANT in connection with CONSULTANT's performance of the services hereunder. CONSULTANT agrees, at CITY's written request (which may be made by CITY with or without cause) , promptly to terminate the services of any such Sub-consultant and promptly to replace each such terminated firm with a person or firm of comparable experience approved by CITY in writing. CONSULTANT further agrees promptly to cause Sub-consultants to remove any employees from the Project as CITY shall request in writing, and promptly to replace each such employee with another employee of comparable experience acceptable to CITY. CONSULTANT agrees to include insurance and indemnity requirements as set forth herein in any agreement with any such Sub-consultant for services to be rendered in connection with CONSULTANT's performance of services. CONSULTANT agrees to pay such Sub-consultants for their services within fifteen (15) days after CONSULTANT's - 19 - receipt of payments from CITY for work performed by such Sub-consultants. B. The CONSULTANT shall be responsible for the integration of all Sub-consultants or outside engineers' work into the documents and for all payments to such Sub- consultants or outside engineers from the not to exceed fee heretofore stated. Services rendered by the CONSULTANT in connection with the coordination of the services of the aforementioned personnel shall be considered within the scope of the basic Contract and no additional fee will be due the CONSULTANT for such work. C. All final plans and documents prepared by the CONSULTANT must bear the endorsement of a person in the full employ of the CONSULTANT and duly registered as a Professional Engineer in the State of Florida. D. The CONSULTANT shall not assign any interest in this Contract, and shall not transfer any interest in the same without prior written approval of the CITY, provided that claims for the money due or to become due the CONSULTANT from the CITY under this Contract may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the CITY. - 20 - XII NOTICES All notices required to be given to the CONSULTANT hereunder shall be in writing and shall be given by United States Mail, postage prepaid, addressed to: L.J. Nodarse & Associates, Inc. 807 South Orlando Avenue, Suite A Winter Park, Florida 32789 All notices required to be given to CITY hereunder shall be in writing and shall be given either by manual delivery to the City Engineer or CITY or by United States Mail, postage prepaid, addressed to: City Engineer City of Ocoee 150 North Lakeshore Drive Ocoee, FL 34761 Any party may change its address for purposes of this paragraph by written notice to the other party given in accordance with the requirements of this paragraph. XIII REMEDIES: ATTORNEYS' FEES AND COSTS All remedies provided in this AGREEMENT shall be deemed cumulative and additional and not in lieu of or exclusive of each other or of any other remedy available to any party at law or in equity. In the event one party shall prevail in any action (including appellate proceedings) , at law or in equity arising hereunder, the losing party will pay all costs, expenses, reasonable attorneys' fees and all other actual expenses incurred - 21 - in the defense and/or prosecution of any legal proceeding, including, but not limited to those for paralegal, investigative, legal support and expert witness testimony and analysis, incurred by the prevailing party referable thereto. In the event each party shall partially prevail in such action, such costs, expenses, reasonable attorneys' fees and other actual expenses incurred shall be equitably apportioned between the parties by the court. Any claim, dispute or other matter in question arising out of or relating to this AGREEMENT or the breach thereof, except for claims which have been waived pursuant to this AGREEMENT, shall be brought only in the Circuit Court of the Ninth Judicial District in and for Orange County, Florida, Orlando Division. Such claims, disputes or other matters shall not be subject to arbitration without the prior written consent of both CITY and CONSULTANT. The parties hereby agree that process may be served on CONSULTANT and CITY in the manner described in Section IX herein for giving notices. XIV WAIVER OF CLAIMS A. CONSULTANT and CITY hereby mutually waive any claim against each other, their members, officers, agents and employees for damages (including damages for loss of anticipated profits) caused by any suit or proceedings brought by any third party directly or indirectly attacking the validity of this AGREEMENT or any part thereof, or any addendum hereto, or arising out of any - 22 - judgment or award in any suit or proceeding declaring this AGREEMENT or any addendum hereto null, void, or voidable or delaying the same, or any part thereof, from being carried out; provided, however, that this waiver shall not prevent CONSULTANT from seeking to recover the reasonable value of the services rendered by CONSULTANT prior to the entry of such judgment or award. B. Waiver of Provisions. The nonenforcement of any provision by either party shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or the remainder of the AGREEMENT. XV MEMBER PROTECTION: WAIVER No recourse under or upon any obligation, covenant or agreement contained in this AGREEMENT, or any other agreements or documents pertaining to the services of CONSULTANT or any Sub- consultant hereunder, as such may from time to time be altered or amended in accordance with the provisions hereof, or under any judgment obtained against CITY, or by the enforcement of any assessment or by any legal or equitable proceeding by virtue of any statute or otherwise, under or independent of this AGREEMENT, shall be had against any member, officer, employee or agent, as such, past, present or future of CITY, either directly or through CITY or otherwise, for any claim arising out of this AGREEMENT or the services rendered pursuant to it, or for any sum that may be due and unpaid by CITY. Any and all personal liability of every - 23 - nature, whether at common law or in equity, or by statute or by constitution or otherwise, of any City member, officer, employee or agent as such, to respond by reason of any act or omission on his or her part or otherwise for any claim arising out of this Agreement or the services rendered pursuant to it, or for the payment for or to the CITY, or any receiver therefore or otherwise, of any sum that may remain due and unpaid by CITY, is hereby expressly waived and released as a condition of and as consideration for the execution of this AGREEMENT. XVI HEADINGS The headings of the sections of this AGREEMENT are for the purpose of convenience only and shall not be deemed to expand or limit the provisions contained in such sections. XVII ENTIRE AGREEMENT This AGREEMENT, including the Exhibits hereto, constitutes the entire agreement between the parties and shall supersede and replace all prior agreements or understandings, written or oral, relating to the matters set forth herein. XVIII AMENDMENT This AGREEMENT shall not be amended or modified other than in writing signed by the parties hereto. XIX - 24 - VALIDITY The validity, interpretation, construction and effect of this AGREEMENT shall be in accordance with and be governed by the laws of the State of Florida. In the event any provision hereof shall be finally determined to be unenforceable, or invalid, such unenforceability or invalidity shall not effect the remaining provisions of this AGREEMENT which shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto, by their duly authorized officers, have caused this AGREEMENT to be executed and their corporate seals to be affixed hereto, effective as of the day and year first above written. L.J. NODARSE & ASSOCIATES, INC. By: Its: (CORPORATE SEAL) APPROVED: ATTEST: CITY OF OCOEE, FLORIDA Jean Grafton, City Clerk S. Scott Vandergrift, Mayor (SEAL) - 25 - FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY THE CITY OF OCOEE, FLORIDA COMMISSION AT A MEETING APPROVED AS TO FORM AND LEGALITY HELD ON , 1993 this day of , 1993. UNDER AGENDA ITEM NO. FOLEY & LARDNER By: City Attorney - 26 - EXHIBIT "A" SCOPE OF WORK SECTION 1. GENERAL. CONSULTANT shall perform professional services, upon authorization and as hereinafter stated, for the following proposed project: (a) Construction Materials Testing Services - City Hall/Police Department. SECTION 2 . BASIC SERVICES. The CONSULTANT'S Basic Services shall consist of Construction Materials Testing for City Hall/Police Department, City of Ocoee, Orange County, Florida, and shall include all required engineering services required to complete same. The Consultant's Basic Services shall include the Construction Materials Testing Services listed on Exhibit "Al", which is attached to this contract, and incorporated by reference herein. 2. 1 Services Detail. More detailed identifications of services to be rendered may specified in each Work Order issued. 2.2 Consultation. The CONSULTANT agrees to meet with CITY at reasonable times and with reasonable notice. Times will be defined under specific Work Orders. SECTION 3 . ADDITIONAL SERVICES. Such Additional Services as may be authorized in any Work Order issued hereunder shall be detailed in such Work Order. EXHIBIT "Al" Section 02210 - Site Ceding Demucking and grout removal inspection (per addendum 3) Estimate 120 hours Engineering Technician a $26.00/hr. $3,120.00* 5 Proctors (AASHTO T-180) @ $75.00 ea. $375.00 200 In place density tests @ $17.50 ea. $3,500.00 Section 02234 - Soil Cement Monitor soil cement placement: includes density, moisture checks, molding and testing compressive strength specimens Estimate 6 hrs. Engineering Technician $26.00/hr. $156.00 * Note: Demucking operation will be billed at an actual cost of$26.00/hr. In the event additional muck or grout is encountered,any hours spent beyond the 120 hour estimate will be billed at the $26.00/hr. rate. Section 02512 - Asphaltic Concrete Paving 2 Extraction/gradation/stability a $185.00 ea. $370.00 2 Density & depth checks $25.00 ea. $50.00 Sermon 03000 & 03300 - Concrete (Site Work & General) 10 Sets compressive strength specimens includes (includes slump, air content and compressive strength results) a $70.00/ea. $700.00 12 hrs. Technician time for additional slumps a $26.00/hr. $312.00 Section 05129 - Structural Steel 16 hrs. Senior Engineering Technician @ $30.00/hr., welding inspections-bolt torquing $480.00 Section - Utility Trench Backfill I Proctor (AASHTO T-180) @ $75.00 $75.00 61n place density tests @ $17.50 $105.00 Subtotal $9,243.00 20 hrs. Engineering review & report @ $65.00/hr. $1,300.00 40 hrs. Secretarial @ $20.00/hr. $800.00 Total Fs $11,343.00 EXHIBIT B HOURLY RATES Time shall be billed at the following hourly rates: Engineer $65.00/hour Senior Engineering Technician $30. 00/hour Engineering Technician $26.00/hour Secretarial Services $20. 00/hour