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HomeMy WebLinkAbout2018-268CON TINUINGCONT RACTAGREEMENTforCONTINUING GEOTECHNICAL ENGINEERING SERVICES. . THIS CONTINUING CONTRACT AGREEMENT for CONTINUING ENGINEERING SERVICES _ ("Agreement"), RFQ 2018042 entered :into as . of . this 4th: day of December 2018 by . and between INDIAN RIVER. COUNTY, a political Subdivision of the..State of Florida; ("COUNTY"), and _. . Tierra South Florida, Inc. (TSF) ("CONSULTANT"). BACKGROUND RECITALS: In 'compliance with the Consultants' Competitive Negotiation Act, Section 287.056, Florida Statutes, the COUNTY has selected the CONSULTANT to provide certain professional services in the discipline of.Geotechnical Engineering. .:A...: The CONSULTANT is willing and able to perform the Services for the COUNTY on the terms andconditions set forth below; ands. B., The COUNTY and the CONSULTANT wish to enter into this Agreement for the CONSULTANT's Services for various and sundry geotechnical engineering projects. NOW THEREFORE, in accordance with the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1.. GENERAL 1.1 Professional services provided by the CONSULTANT for: the COUNTY shall: be identified in individual Work Orders prepared by the COUNTY. Purchase Orders may be .issued by the COUNTY for proposed services that total lessthan $15,000.00. Forproposed services..$15,000.00 and over; Work Orders shall be issued and approved by the County Administrator or Indian River County Board of County Commissioners, as authorized. For the purpose of this document, Purchase Order shall be defined as a Work Order,. however the amount will be less than $15,000.00. Work Orders shall be performed in a timely, efficient, cost effective manner, and in accordance with current professional standards. Work Orders shall include a description of services to be' performed; a,statement of fees; a schedule of deliverables; .proposed schedule for compensation and whether compensation is lump sum, maximum amount not -to -exceed, task based, or any.combination of the foregoing; a budget. establishing the amount of compensation to be paid with sufficient detail so as to identify all .:of the:various elements of costs; a projected schedule for completion of the. Work to be performed by the CONSULTANT; and any other additional instructions.or provisions relating to the specific Services authorized pursuant to each Work Order that does .not conflict with the terms of thisAgreement. 1 1.2 Whenever the term "Work Order" is used herein, it is intended to mean that formal ocument that is dated; seriallynum ere_ ; an :execute .,. y both t e COU.NTY.andthe:: CONSULTANT by which the COUNTY : accepts CONSULTANT's proposal for specific services and CONSULTANT indicates a willingness to perform such specific services .for the. terms and under.the conditions specified in this Agreement. Each Work Order must: be fully: executed by the COUNTY. prior. to issuance of the related Notice -to -Proceed. 1.3 Services related to any individual Work Order which would increase, decrease or. which are otherwise outside the scope of Services orlevel of-effort.contemplated by a. Work: :Order shall be Services for which the CONSULTANT must. obtain the prior.written approval of .the COUNTY as provided by this Agreement, All terms for the ,performance of such Services .must be agreed upon in a written document prior to any deviation from the terms of a Work Order' and when properly authorized acid executed by both the CONSULTANT and the COUNTY, shall become an amendment to the Work Order or a new Work. Order, at the sole option of the COUNTY. A separate Notice -to -Proceed may, at.the sole option of the. COUNTY, be .given for each phase of the services contained in any Work Order hereunder. 14 A Work Order shall not give rise to any contractual rights until it meets:the foregoing requirements. Each written Notice -to -Proceed and specific Work Order,: as approved by the COUNTY; shall be an. addendum to this Agreement. Nothing. contained in any Work Order .:shall conflict with. the terms of this Agreement, and the terms of this Agreement shall be . . deemed to be incorporated into each individual Work Order as if fully set forth therein. 1.5 :A schedule of current hourly billing rates is set forth in Exhibit 1 attached to this Agreement and made a part hereof by :this reference. These hourly billing: rates will remain effective for the initial three-year term of this Agreement. .1.6 No representation or guarantee.is made by Indian River County as to the minimum or maximum. dollar .value, volume of :work, or type of work, if any, that CONSULTANT.will receive during the term of this Agreement. 1:7 The Background Recitals are true :and correct and form a material .part of this . Agreement. 2. COUNTY OBLIGATIONS 2.1 The COUNTY will provide the CONSULTANT with a copy of any preliminary data or reports available:as required: in. connection with the work to be performed under this Agreement, . together with all available drawings, surveys, right-of-way. maps, and other documents in the :possession of the COUNTY pertinent to.a Project. The CONSULTANT shall satisfy itself as to accuracy of any. data provided. The CONSULTANT i§.te§ponsible for bringing to the COUNTY's attention Jori: the County's resolution, material inconsistencies or errors in such data that come to the CONSULTANT'S attention. 2.2'The COUNTY shall arrange for access. to, and make provisions for the. CONSULTANT to enter upon, public and private property (where.required) as necessary for the CONSULTANT; to perform its Services, upon timely .written request of CONSULTANT to COUNTY. 2.3 The COUNTY shall promptly execute all permitapplication's necessary to the Project. 2 2.4 The COUNTY shall examine any and all studies; reports, sketches, .drawings, specifications, proposals and other documents presented by the CONSU LTANT, and render, in writing; decisions pertaining thereto within a ,reasonable time. 2.5 :.Approval by the COUNTY of any of the CONSULTANT's work, including but not limited to drawings, design specifications, written reports, or any work products of any nature whatsoever furnished hereunder, shall ,not in any way .relieve the CONSULTANT of responsibility for the technical accuracy and adequacy of .the work. Neither the COUNTY's review, approval or acceptance of, or payment for, any of the Services furnished under this. Agreement, shall. be construed to operate as a.waiverof any rights u' der Agree m' ent or: of any cause of action arising out of the performance of this Agreement. The CONSULTANT .shall .be and remain liable in accordance with all applicable laws for all..damages to the COUNTY: caused by the negligent performance: by. the CONSULTANT of any of the Services furnished under thisAgreement. '2.6 The COUNTY reserves the right to appoint one or more Project Managers for the specific Services in connection with any Work Order: The Project :Manager shall: (a) act as the COUNTY's agent with respect to the Services rendered hereunder; (b) transmit instructions to and receive information from .the. CONSULTANT;. (c) communicate..the. COUNTY's policies and decisions to the CONSULTANT regarding the ;Services; and (d) determine, initially, whether the CONSULTANT is fulfilling its .duties, responsibilities, and .obligations hereunder, 2.7 The. COUNTY shall give prompt written, notice to the CONSULTANT wheneverthe COUNTY observes or otherwise becomes aware of any: development that affects the timing or delivery of the ' CONSULTANT's. Services. If the CONSULTANT has been delayed in. completing its:Services through no fault or negligence of either the CONSULTANT or any sub -consultant; and, as a result will be unable to perform fully and satisfactorily under the :provisions of this. Agreement, then :the: CONSULTANT shall: promptly notify the Project Manager. In the COUNTY's sole :discretion, and upon the submission to the COUNTY of evidence of the causes of the delay; the Work Order shall be modified iii writing as. set forth in this Agreement, subject to the COUNTY'S rights to change, terminate, or stop any or all of the Services at any time in accordance with this Agreement. 2.8 The CONSULTANT shall not be considered in default for a failure to perform if such ...... ...... failure arises out of causes reasonably beyond the CONSULTANT's control and through no fault or negligence of the CONSULTANT. The parties acknowledge that adverse weather conditions, acts of God, or other unforeseen" circumstances of a similar nature, may necessitate modifications. to this Agreement. If such conditions :and circumstances do in fact occur, then . the COUNTY and CONSULTANT shall mutually agree, in writing, to the modifications to:be made to his Agreement. 3. RESPONSIBILITIES OF THE CONSULTANT 3.1 The CONSULTANT agrees to perform all necessary. Services in connection with the assigned Project(s) as set forth in the Work Orders and in this Agreement. . 3.2 The CONSULTANT will endeavor not to duplicate any previous work done on any, Project. Before execution of a Work Order, the CONSULTANT shall consult with the COUNTY to clarify and define the COUNTY's requirements for the Project. 3 3.3 The CONSULTANT agrees to complete the Project within the .time frame specified in the Work Order. .3.4 The CONSULTANT will maintain an adequate staff of qualified personnel. 3.5 The: CONSULTANT will :comply with all present and future federal, state, and. local.: laws, rules, regulations, policies, codes, and guidelines applicable to the Services performed under this Agreement: . 3.6 The CONSULTANT, .as a part of the: consideration hereof, does hereby covenant and agree that: (1). in connection with the furnishing of Services to the COUNTY hereunder, no person shall .be excluded from participation .in, denied the benefits of, or otherwise subjected to discrimination in regard to the services to be performed by CONSULTANT under. this Agreement 'on the grounds of such person's race, color, .creed, national origin, religion', physical disability, age; or sex; and :(2) the CONSULTANT shall comply with. all. existing requirements concerning discrimination imposed by any and all applicable local, state, and federal rules, regulations, or guidelines; as such rules,- .regulations; or guidelines may be from time to time amended.. 3.7 The CONSULTANT shall during the entire term of this Agreement; procure and keep in full . force, effect, and good standing any and all necessary licenses, registrations, certificates, permits, .and any and all other:authorizations as :are required by local, -state, or federal law, .in order for the CONSULTANT to render its Services as described in this Agreement: The CONSULTANT shall also require all sub -consultants to.comply by contract with the provisions of.thissection. 3.8 The .CONSULTANT will prepare all necessary sketches and completed application forms to accompany the COUNTY's applications for any required .federal, state, or:local permits. The CONSULTANT will reply, in writing, to all regulatory agencies' requests for additional information related to a permit application. The CONSULTANT will document all meetings, conversations, etc. with permitting agencies. The CONSULTANT will provide the. COUNTY with copies of all permit applications, including attachments, and .all 'related correspondence. The CONSULTANT acknowledges that preparation of all applicable permits for the COUNTY's submittal to regulatory agencies, and the CONSULTANT's written responses to all regulatory agencies' questions :until:the permit. is.issued or denied, are included within the scope of basic compensation in each par icular Work Order. No additional service'work. related to permitting will be approved.for any:reason, .except.in the case where new permitting requirements become effective,after:the effective date of a Work Order.. 3.9 The CONSULTANT will cooperate fully with the COUNTY in order that all: phases of . the work may be properly scheduled and coordinated. 3.10 The CONSULTANT will .cooperate and coordinate with other COUNTY CONSULTANTS, as directed by the COUNTY. 3.11 The CONSULTANT shall report the status of the Services under this Agreement to the County Project Manager upon request and hold all drawings, calculations and related Work open to the inspection of the County Project .Manager or his authorized agent at any time, upon reasonable request. 4 3.12 All documents, .reports, tracings., plans, specifications, field books, survey notes and information, maps, contract documents, and other data developed by the CONSULTANT for the purpose of.:this Agreement, are and shall remain the property of the COUNTY. The. foregoing items will be created, maintained; updated, and provided in the format specified by the COUNTY. When all.work contemplated .under this Agreement is complete, all of the above data shall be delivered to the County Project Manager. .3.13 The CONSULTANT will confer with the COUNTY during the further development of improvements for which the CONSULTANT has provided design or other services, and the CONSULTANT will interpret plans and other documents; correct errors and omissions;. and prepareany necessary plan revisions not involving a change in the scope of the work required, at no add itional. cost to the COUNTY, within thirty (30) calendar days of notice by the COUNTY, .or upon a determination of the CONSULTANT of the existence of such errors or omissions, whichever event shall first occur. The foregoing is not intended to include construction management services provided by the CONSULTANT. 3.14 The CONSULTANT agrees to maintain complete and accurate books and records ("Books"), in accordance with sound accounting principles and standards for all Services, costs, and expenditures: under this Agreement. The Books shall identify the Services rendered during each month of the Agreement and the date and type of each Project -related expense. The COUNTY shall have the right at any reasonable time and through:any of its designated agents or representatives, to inspect and audit the Books for the purpose of verifying the accuracy of any invoice. The CONSULTANT'shall retain the Books, and make'them available to the COUNTY as specified above, until the later of three (3) years after the date :of termination of this Agreement, or such longer time if required by any federal, state; or other governmental law, regulation, or grant requirement. 3.15 The:CONSULTANT shall not assign or transfer any work under.this Agreement without the prior written consent of the COUNTY. When applicable and :upon receipt of such consent from the COUNTY, the CONSULTANT shall cause .the names of the engineering and surveying firms responsible for the major portions of each separatespecialty of the work to be inserted on the reports or otherdata. 3.16 All documents, including but not limited to drawings and specifications, prepared by the. CONSULTANT pursuant to this Agreement are. related exclusively to the Services described_ herein and are not intended or representedto be suitable for reuse by the COUNTY.or others on any other project. Reuse of any document or drawing shall be at: the COUNTY's own risk. The. CONSULTANT shall not be held liable for any modifications. made .to the documents by others. 4. TERM; DURATION OF AGREEMENT 4.1 This Agreement shall remain in full force and effect for a_period of three (3) years after the date of execution thereof, or until completion of all project phases as defined by the COUNTY, whichever occurs first. or unless otherwise :terminated by mutual consent of the parties hereto, or terminated pursuant to :Section 8 'Termination", This Agreement may be extended forone additional two (2) year renewal at the discretion of the County. 5 a. vvrr�w.�rww: 5.1 The COUNTY shall pay to:the CONSULTANT.a mutually agreed upon lump sum :or - maximum amount not -to -exceed professional fee for each task in the Work Order, to be paid in monthly installments or on a deliverable basis, all as set forth in a Work Order.:.Duly certified invoices, in triplicate phased as per the Work Order; shall be submitted to the County Project Mana er,:in detail sufficient for proper prepayment and post payment audit.- Upon submittalof a proper.invoice the County Project Manager will determine if the tasks or portions thereof have beensatisfactorilycompleted. Upon a determination of satisfactory completion; the County Project Manager will authorize payment to::be made. All payments for services _shall be made to the CONSULTANT by the COUNTY in accordance with the Florida Prompt Payment Act, as may be amended from time to time: (Section 218:70, Florida Statutes; et seq.). Payment for Purchase Orders will be included in the proposal for Purchase Order. 5.1 A The CONSULTANT shall include on the invoicesany identifiable per diem, meals and lodgings, taxi fares and miscellaneous travel -connected expenses for CONSULTANT's. personnel subject to the limitations of F. S. section 11:2.061, as may be amended from time to time. Travel expenses, if any, shall not be on a direct: pay basis by the COUNTY. .Notwithstanding the foregoing, the CONSULTANT acknowledges and agrees that:it will not be reimbursed for any travel'within Indian River County, both after a CONSULTANT arrives from outside.of Indian River County, and where:a CONSULTANT maintains an officein Indian River County. 5.1.2 The COUNTY shall, make direct payment; of all permit fees': paid to regulatory agencies for approvals directly attributable to the Services under the Project. These permit fees do .not include those. permits required for any construction contractor. 5.2 The COUNTY may at anytime notify the CONSULTANT of requested changes to the. Services under an existing Work Order, and thereupon the COUNTY and the CONSULTANT shall execute a mutually agreeable amended Work Order or a new Work Order. 5.3.. The COUNTY.shall have the sole right to reduce or. eliminate, in whole or in.part, any portion. of the Services under any Work: Order at any time and :for any reason, upon written notice to the CONSULTANT specifying the nature and .extent of the reduction. In such event,. the CONSU LTANT shall be paid for the Services already performed and also for the Services remaining to be done and not reduced or eliminated, upon submission of invoices as set forth in thisAgreement. 5.4 The .COUNTY .may, at any time and. for any reason, direct- the CONSULTANT to suspend Services, in.whole or in part under this Agreement. Such direction shall be in writing, and shall specify the period during which Services shall be stopped. The CONSULTANT shall resume its.Services upon the date specified, or upon such other date as the COUNTY may thereafter specify in .,writing. Where the. COUNTY has suspended the Services under this Agreement for a period in excess. of six (6) months, the compensation of CONSULTANT for such suspended Services may be subject.to modification. The period during which the Services. are stopped by the COUNTY shall be added to the time of performance of this Agreement. 11 6.. ADDITIONAL WORK 6.1 If services in addition to the Services provided Hereunder, are required or desired by .the. County in connection with the Project, the COUNTY may, at the sole option of the COUNTY:. separately obtain same outside of this.Agreement; or request the CONSULTANT to provide, .either directly by the CONSULTANT or: by a sub consultant, such additional_. services by a new Work Order or by a written amendment to a specific Work Order. 7. INSURANCE AND INDEMNIFICATION 7.1 The CONSULTANT shall not.commence work on this Agreement until 'it has obtained all insurance required under this Agreement and such insurance has been approved by the County's Risk Manager. 7.2 CONSULTANT shall procure and maintain, for the duration of this Agreement, the ... minimum insurance coverage as. set forth herein.. The cost of such insurance shall be included in .the.CONSULTANT's fee: .7.2.1. :. Workers' Compensation: Workers' Compensation as required by:.the State of .1 . Florida Employers' Liability of $100,000 each accident, $500,000 disease policy limit, and $100,000 disease each employee. . 7.2:2 General -Liability: commercial general liability, coverage, including contractual, liability andindependent contractor, with a minimum combined single limit of $300,00.0 per occurrence. T2.3 Business Automobile Liability: owned, hired, and non -owned vehicles ata minimum. combined single limit of $300,000 per occurrence.. 7.2.4 Professional :Liability Insurance: providing coverage for negligent acts, errors, or omissions committed by CONSULTANT with a : limit of $1,000,000 per claim/annual aggregate. This insurance shall extend_ coverage to loss of interest, earning, profit, use, :and business interruption, cost of replacement power, and . other special,., indirect, and consequential damages. 7.3 CONSULTANT's.insurance coverage shall be primary. 7.4 All required insurance policies shall be placed with insurers licensed to do business in Florida and with a Best's rating of A -VII orbetter. .7.5 The insurance policies procured shall: be occurrence forms, not claims made policies with the exception of professional liability. 7.6. A certificate of insurance shall be provided to the County's Risk Manager for review and approval, ten (10) days prior to commencement of any work under this Agreement. The. COUNTY shall.. be named as .an additional insured on all policies except workers' compensation and professional liability. 7.7 The insurance companies. selected shall send written verification to the County Risk Manager that they will provide 30 days prior written notice to the County: Risk Manager of its intent to cancel or modify any required policies of insurance. 7 7-.8 CONSULTANT shall.include all sub-consultants:as insured under its policies or shall furnish separate. certificates and endorsements for each sub consultants. All coverages for, sub_consultaintt shall be subject to all of the requirements stated 7.9 The COUNTY, by and through its Risk Manager, reserves the right periodidally:tp review any and" all policies of insurance, and. reasonably to adjust the limits of coverage: required hereunder, from time to time throughout the term of this Agreement. ln:such event, the COUNTY shall provide the CONSULTANT with separate written notice of such adjusted. limits and CONSULTANT shall, comply within thirty (30) days of receipt:thereof. The failure by. CONSULTANT to. provide such additional coverage. shall constitute 6: default by CONSULTANT and shall be grounds for termination of.this Agreement by the COUNTY. 7.10 The CONSULTANT shall indemnify and hold harmless the COUNTY,.and its officers costs, and employees., from liabilities, damages, losses, and o sts, kncluding, but not limited to reasonable *attorneys' fees, to the extent caused by the negligence,. recklessness, or intentionally wrongful conduct of the CONSULTANT and other persons employed or utilized by the CONSULTANT in the performance of this Agreement. 8. . TERMINATION 8.1 This Agreement maybe terminated. (a). by. the COUNTY, for any reason:, upon thirty (30) days' prior written notice: to �the CONSULTANT;, or (b) by the CONSULTANT, for:any reason, upon thirty (30.) days' prior written notice to the COUNTY; or (c) by, the mutual Agreement ent of the parties; or d) as may: otherwise be provided below. In the event of the termination of this Agreement, any,liability of one party to the otherarising out of any Services rendered, or any act or event occurring prior to the termination, shall riot be terminated or released. 8.2 In the event of termination by the COUNTY, the COUNTY's. sole obligation to the CONSULTANT shall be payment nt I for those portions of satisfactorily complete . d work rk Previously authorized by approved Work Order. Such payment shall be determined on the basis of the hours of work performed by the. CONSULTANT, or the percentage of work complete as estimated. by.the CONSULTANT and agreed upon by the COUNTY up to the time of termination. In them event of such termination, the COUNTY may, without. penalty or other obligation to the CONSULTANT, elect to employ other Persons to perform the same or similar services. 8.3 The obligation to provide services, under this Agreementmay be terminated.:by either party upon seven (7) days prior written notice in the event of substantial failure by theother party to perform in accordance with the terms of this Agreement: through no fault of the terminating party. 8.4 In the event that the CONSULTANT merges with another company, becomes a subsidiary of,: or makes, any other substantial change in structure, the COUNTY reserves the right to terminate this Agreement in accordance withits terms. 8.5 In the event of termination of this Agreement; the CONSULTANT agrees to surrender any and all documents prepared by the CONSULTANT for the COUNTY ir.! connection with 1.1 this Agreement. 8.6 The COUNTY may terminate this Agreement for refusal by the CONSULTANTto.. allow public access to. all documents, papers, lefters, or :other material subject to the provisions of Chapter 119 Florida Statutes and made or received by the CONSULTANT in conjunction with this Agreement. 8.7 The COUNTY may terminate this Agreement in whole or in part if the CONSULTANT submits a false.invoice to the COUNTY. 8.8 CONSULTANT certifies that it and .those related entities of respondent as defined by Florida, law are not on the Scrutinized Companies that Boycott Israel List, created pursuant to s. 215.4725 of the Florida Statutes, and are not engaged .in a boycott of Israel. In addition, if this agreement its for goods or services of one million dollars or.more, CONSULTANT certifies that it and those related entities. of. respondent as defined above by Florida.law are not on the. Scrutinized Companies with. Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant:to Section 215.473 of the Florida Statutes and .are::not engaged in .business operations in Cuba or Syria. COUNTY may terminate this Contract if Company is found to have submitted a false certification as provided "under . section 287.135(5), Florida Statutes, been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities. Jn the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, as defined by section. 287.135, Florida. Statutes. COUNTY may terminate this Contract if Company, including all wholly owned subsidiaries, majority-owned subsidiaries, and parent companies, that exist for the purpose of making profit, is found to have been placed.on'the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel as set forth in section 215.4725, Florida Statutes. 9. TRUTH -IN -NEGOTIATION CERTIFICATE: CONTINGENCY FEES 9.1. Execution of this.Agreement by the CONSULTANT shall act as the execution of a truth- in=negotiation certificate certifying that the wage rates and costs used to determine the compensation: provided for in this Agreement are accurate, complete and current as of the date of the Agreement and no higher than those charged the CONSULTANT's most favored customer for the same or .substantially similar service. The wage rates and costs shall be adjusted to exclude any significant sums should the COUNTY determine that the wage rates and costs were increased due to inaccurate, incomplete or noncurrent:wage rates or due to inaccurate representations of fees paid to. outside CON.SULTANTs. The COUNTY shall exercise its rights under this "Certificate" within one (1) year following final payment.. COUNTY has the authority and right to audit CONSULTANT's records under this provision.., The COUNTY does not hereby waive any .other right it may have pursuant to Section 287.055, Florida Statutes; as it may be from time -to -time amended. 9.2. Pursuant to the CONSULTANTS' Competitive .Negotiation Act, Section 287.055, Florida Statutes, the CONSULTANT warrants that it 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 Agreement and that it has not: paid or agreed to .pay any company or, person other than a bona fide employee. working solely for the CONSULTANT.any fee, 9 commission, percentage fee, gifts or any other considerations, contingent upon or resulting from the award. or making of this. contract. For breach of violation of,this provision, the COUNTY shall : have the right to terminate this Agreement without liability and, at its discretion, to deduct from .the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 10... . MISCELLANEOUS PROVISIONS... 10.1 Independent Contractor:.It is specifically understood and acknowledged by the parties hereto that the CONSULTANT or employees or sub =consultants .of .the CONSULTANT are in no way to be considered employees of the COUNTY, but are independent contractors performing solely under the terms of the Agreement and not otherwise. 10.2 Merger; Modification. This Agreement incorporates .and includes all.:prior and contemporaneous negotiations, correspondence, conversations, agreements, or understandings applicable to the matters contained herein and the paities agree that there. are no commitments, _agreements, or understandings of any nature whatsoever. conceming the subject matter:of the Agreement that are not contained in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior or contemporaneous ,representations or agreements, :whether oral or written. No, alteration, change, or modification of the terms of this Agreement shall be valid unless made in writing and signed by.the CONSULTANT and the COUNTY. 10.3. Governing Law; Venue. This Agreement, including all attachments hereto, shall be .construed according to the laws of the State of Florida. Venue: for any lawsuit. brought by either party against the other party or otherwise arising out of this Agreement shall be in Indian River: County, Florida,. or, in the event: of federal jurisdiction, in the United States District Court for the Southern District of Florida. 10.4 Remedies; No Waiver. All remedies provided in this Agreement shall be deemed cumulative and additional, and not in lieu or exclusive of each other or of any other remedy available to either party,. at law or in equity. Each right, power and remedy of the parties provided for in. this Agreement shall be cumulative and concurrent and shall be in addition to. every other right,. power or remedy provided for, in this Agreement or now or hereafter existing, at lawor in equity or by: statute or otherwise. The failure .of either party to insist upon compliance by the other party with any obligation, or exercise any remedy, does not waive the right to so in the event of a continuing or subsequent delinquency or default. A pa.rty's waiver' of one or more. defaults does., not constitute a waiver of any other delinquency' or default. If any legal action or other proceeding is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default; or misrepresentation in connection with any provisions of this Agreement, ;each party shall bear Fits own costs. 10.5: Severability. If any term or provision of this Agreement:or the application.thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable_ for the remainder of this Agreement, then the application :of such term or provision to personsor: circumstances other than those as to which it is held invalid or unenforceable shall not be affected, and .every other term .and provision of this Agreement shall .be deemed valid and enforceable to the extent permitted.by law. 10 10.6 Availability of Funds. The obligations of the COUNTY under this Agreement are subjectto the availability of funds lawfully appropriated for its purpose by the Board of County Commissioners. of Indian River County. 10.7. No Pledge of Credit. The CONSULTANT shall not pledge the COUNTY's.credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, 'liehil or anyform of indebtedness. 10.8 Survival. Except 'as otherwise expressly provided herein, each obligation In this Agreement to be performed by CONSULTANT shall survive the termination or expiration of this Agreement. 10.9 Construction. The headings of the sections of this Agreement are for the purpose: of convenience only, and shall not be deemed to :expand, limit, or modify the provisions .contained in such sections. All pronouns.and any va ri ati ons. thereof shall be deemed to refer :to the masculine, feminine or neuter, singular or plural, as the identity of the:parties or parties . may require. The parties hereby acknowledge and agree that each was properly represented . ..... . ...... by counsel and this Agreement was negotiated and drafted atarm's=length so that the judicial rule :of construction to the effect that a legal document shall be construed 'against the draftsperson shall be inapplicable to_this Agreement. 10.10 Counterparts. This Agreement maybe executed in one or more counterparts, each of which. shall be deemed to be an original copy'and all of which shall constitute but :one and the same instrument. 10.11. Public Records Compliance A. Indian. River County is a public agency subject to Chapter 119, Florida Statutes:The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor. shall: (1) Keep and maintain public records required by the County to perform, the: service. (.2 :Upon request from the County's Custodian of Public Records, provide the.C:ounty with a copy.of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119 or as: otherwise provided by law... (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records. to the County. (4) Upon completion of the contract, transfer, at no cost, to the County.:all public records in possession of the Contractor or keep and maintain public records required by the County to perform.the service. If the :Contractor transfers all public records to. the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of .the contract, the Contractor shall meet all applicable _requirements for retaining public records.. All records stored electronically must.be provided to the County, upon request from the Custodian of Public Records, in a format that is compatible with. the information technology systems of the County. 11 B. IF . THE CONTRACTOR HAS QUESTIONS REGARDING THE .APPLICATION OF CHAPTER 119, FLORIDA:: STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS: (77.2.):22:6-1424 publicrecords(alircgov.coth Indian River County .Office of the County Attorney 1801 27t" Street Vero Beach, FL 32960 C. Failure of the' Contractor to comply with these requirements shall be a material breach of this Agreement: 12 IN WITNESS WHEREOF the parties hereto have executed this Agreement as of .the date first written above. Consultant: INDIAN RIVER COUNTY By its Board of. County Commissiod&e By By Bob Solari Chairman `•?o Ra' Krishnan , P.E. / President _ RIVF13 C Printed Nam and Title ' Date Approved by BCC:December 4, 2018 Date 11/8/2018 Witness: Attest: Jeffrey R. Smith, Clerk of urt And Cr Iler By By i;epwfj erk Printed Name Bonni runt 13 Approved as to form and legal sufficiency: William K. DeBraal Deputy County Attorney EXHIBIT 1 - FEE SCHEDULE 14 tie.rra • SOUTH FLOli1DA GEOTECHNICAL ENGINEEAING / MATEAIAL TESTING /INS P.ECTION SERVICES INDIAN RIVER COUNTY SCHEDULE OF FEES & SERVICES "Effective 2018 -2021" SCOPE OF WORK The general scope of work consists of geotechnical engineering, geotechnical drilling, construction materials testing and inspection, threshold inspection services, and any other related services. The Schedule of Fees and Services shown below provides the standard services that may be requested. I: SOIL TESTING, 1. Field Density Test (five [5] minimum)............................................................. 2. Proctors................................................................................................ 3. Florida Bearing Value Test....................................................................... 4. Limerock Bearing Ratio Test.................................................................... 5. Atterberg Limit Test............................................................................... 6. Carbonate Content Test......................................................................... 7. Organic Content Test............................................................................. 8. Corrosion Series................................................................................ 9.. Soil Observation (On Site)...................:.................................................. 10. Natural Sample Moisture Content............................................................. 11. Unit Weight and Moisture Content (Undisturbed Sample).. ............................. Il. CONCRETE & MASONRY MATERIALS 1. Concrete Compression test (Min. four [4] cylinders per trip) -Prepare cylinders & slump test on site, and deliver to lab ........................... 2. Additional Concrete cylinders..................................................................... 3. Concrete Compression test only [delivered to lab] ....................................... 4. Slump test......................................................................................... 5. Air Content Test.................................................................................. 6. Stand-by........................................................................................... 7. Grout Prism (Six [6] per set) - Includes preparation of Prism on site ...................................................... 8. 2" x 2" Mortar Cubes (Six [6] per set) - Includes preparation of Cubes on site ...................................................... 9. Additional Mortar cubes........................................................................ 10. Masonry Units A. Compressive Strength ...................................... B. Absorption...................................................... 11. Concrete Cores (Min. 3); - Secure, trim & test ............................................... - Testing of core [delivered to lab (Incl. Trim)] ................... 12. Swiss Hammer Testing........................................................... 13. Windsor Probe Test (Min. 3 shots) ............................................. 14. Additional Windsor Probe Tests ................................................ $30.00/test . $100.00/test $45.00/test $300.00/test $80.00/test $100.00/test $50.00/test $190.00/test $60.00/hr. $20.00/test $50.00/test $150.00/set $18.00/cyl. $18.00/cyl. $18.00/ea. $25.00/ea. $65.00/hr. $80.00/set $80.00/set $18.00/ea. .................. $ 80.00/unit .......... I..... $50.00/unit $80.00/core ............... $50.00/core ............. $65.00/hr. ............... $150.00/test .............. $100.00/test III. AGGREGATE TESTING 1. Grain size determination: A. Full grain size (8 sieves) .......................................... $75.00/test B. Wash through (#200) ........................................... $45.00/test 2. Sieve Analysis - Course Aggregate ............................................ $45.00/test 3. Specific Gravity & Absorption of Fine or Coarse Aggregate ............. $70.00/test 1 IV. ASPHALT TESTING 1. Asphalt Cores (obtaining core samples) ...................................... $130.00/ea.* 2. Asphalt Extraction & Gradation ............................................... $150.00/ea. 3. Asphalt Density and Thickness ................................................ $25.00/ea. 4. Marshall Stability (Incl. density, flow and stability of 3 specimens) (50 blows)................................................................I....... $150.00/ea. 5. Coring Machine plus Generator Rental ....................................... $400.00/trip 6. Superpave Resolution Testing 6A. Gyratory Compaction, bulk specific gravity ....................... $175.00/ea. 6B. Rice Testing............................................................... $120.00/ea. V. INSPECTION SERVICES 1. Concrete Inspection (on job -site or plant) .................................... $65.00/hr. 2. Pile Driving Inspection......................................................... $70.00/hr. 3. Pre -Stress Yard Inspection ................................................... $70.00/hr. 4. Steel Inspection.................................................................. $70.00/hr. 5. Threshold Inspection............................................................ $70.00/hr. 6. Asphalt Inspection (Plant or Roadway) .................................... $85.00/hr. 7. PDA (Pile Dynamic Testing Services) ........................................ $2000.00/test 8. Helical Pile Inspection................................................................ $70.00/hr. 9. Drilled Shaft Logging / Inspection Services .................................... $70.00/hr. VI. FIELD EXPLORATIONS / INVESTIGATIONS 1. Auger Borings.................................................................... $10.00/ft. 2. Hand Augers ... ...................... :.......................................... $130.00/hr.** 3. Standard Penetration Test Borings - Truck Rig (0'- 50') ............. $13.00/ft. $70/hour 51'- 100 .................... $15.00/ft. 4. Grout -Seal Boreholes - 0'- 50' ..................................................... $6.00/ft. 51'- 100 .................................................... $7.00/ft. 5. Casing Allowance - 0'- 50' ........................................................ $7.00/ft. 51'- 100 ......................................................... $9.00/ft. 6. Static Cone Penetration Test (0' -100') ....................................... $N/A 7. Muck Probing (4 hr. min.) (2 -man crew) ....................................... $130.00/hr.** 8. Mobilization of drilling equipment to project (Min. Charge) 1. 50 -mile travel ................................................ $350.00/ea. 2. 100 -mile travel .............................................. $450.00/ea. VII. MISCELLANEOUS SERVICE 1. Foundation Analysis and Recommendation ....................................... $Staff 2. Percolation Test......:.............................................................I... $300.00/test 3. Install Monitoring Well, 25' Depth (per PBCWUD Standards & Details)...... $50/LF 4. Plug & Abandon Monitoring Well, 25' depth ..................................... $150/hour ENGINEERING AND PROFESSIONAL SERVICES 1. Principal Engineer/PM; P.E.......................................................... $175/hour 2. Senior Geotechnical Engineer, P.E................................................ $150/hour 3. Engineer, P.E........................................................................... $135/hour 4. Staff Engineer.......................................................................... $105/hour 5. Senior Engineering Technician.................................................... $70/hour 6. Engineering Technician... ................................................................ $65/hour 7. Drafter/CADD........................................................................... $65/hour * 2 technicians @ $65/hr. involves access, carrying equipment, setup & etc. ** 2 technicians @ $65/hr. involves access, carrying equipment, setup & etc.