12-RPS-25-00264 Agreement - Professional Services - Term Contract.pdf

Professional Services - Term Revised 01.29.2025

AGREEMENT

FOR PROFESSIONAL SERVICES

FOR

RPS-25-00264 PROFESSIONAL AND MISCELLANEOUS SERVICES FOR GEOMATICS

This AGREEMENT is made and entered into this ______ day of ______, 20_____, by and between HILLSBOROUGH, a political subdivision of the State of Florida, hereinafter referred to as COUNTY, and , duly authorized to conduct business in the State of Florida and whose business address is , hereinafter referred to as PROFESSIONAL.

In consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows:

1.0 DEFINITIONS

1.1 The following words and expressions shall, wherever they appear in the AGREEMENT be construed as follows:

1.1.1 AGREEMENT - The written Agreement between the COUNTY and the PROFESSIONAL and any modification agreements and change orders thereto. Following is a list of Attachments to this

AGREEMENT.

ATTACHMENT A - SCOPE OF SERVICES

ATTACHMENT B - METHOD OF COMPENSATION AND PAYMENT

ATTACHMENT C - FEE PROPOSAL

ATTACHMENT D - TRUTH IN NEGOTIATION CERTIFICATE

ATTACHMENT E - HILLSBOROUGH COUNTY EQUAL OPPORTUNITY CLAUSE

ATTACHMENT F - CERTIFICATE OF INSURANCE

1.1.2 COUNTY ADMINISTRATOR - The County Administrator of Hillsborough County, Florida.

1.1.3 COUNTY DESIGNEE - The County Employee or firm designated to oversee the project by the Director. The Director may change the designation at any time during the life of the Work Order by way of written notification.

1.1.4 DELIVERABLE - A work product or collection of work products as required by each Work Order.

1.1.5 DIRECTOR - The Director of the Performance, Data, and Analytics Department administering the contract.

1.1.6 SUBTASK - Subtasks divide tasks into measurable components.

1.1.7 TASK - A major component of the WORK which by its accomplishment allows the WORK to proceed to its next component, phase, or to completion.

1.1.8 WORK - The services provided by PROFESSIONAL in accordance with Work Orders and Attachment A, Scope of Services.

1.1.9 WORK ORDER - A written authorization by DIRECTOR for PROFESSIONAL to proceed with the WORK described therein for study activities not to exceed $500,000; or for professional services for construction projects having an estimated not to exceed construction cost $7.5 million or for work of specified nature as outlined in the AGREEMENT (subject to such monetary increases as permitted under Section 287.055, Florida Statutes).

2.0 SERVICES

2.1 In general, PROFESSIONAL shall provide to COUNTY those services as specified in the Scope of Services attached hereto as Attachment A and subject to the monetary and other limits provided under Section 287.055, Florida Statutes. The specific services required by the COUNTY to be performed by PROFESSIONAL shall be as described in Work Orders issued by the DIRECTOR.

The maximum compensation for each Work Order including revisions thereto, shall not exceed dollars ($ ), and the maximum compensation during any two year term hereof shall not exceed ($ ). The term of the AGREEMENT may be extended by a Work Order issued prior to the expiration of the original term of the Agreement as defined herein but no new Work Orders or Tasks may be issued or assigned to the PROFESSIONAL during this extension period.

DIRECTOR shall not be obligated to assign any minimum amount of WORK to PROFESSIONAL during the life of this AGREEMENT. PROFESSIONAL agrees that it will not make any claim for damages or loss of profits due to the amount of Work assigned under this AGREEMENT.

2.2 When the DIRECTOR has determined that it wishes to have PROFESSIONAL provide services, the COUNTY DESIGNEE shall provide PROFESSIONAL with a proposal request, identifying the services to be performed, the time allowed to complete such services and requesting the PROFESSIONAL to submit a fee proposal for such proposed services. COUNTY DESIGNEE may request that PROFESSIONAL provide a bar chart schedule along with the fee proposal. The PROFESSIONAL shall provide a fee proposal for the proposed services in a timely fashion, but in no event shall PROFESSIONAL require more than five (5) days within which to submit its price on the proposed services, unless a longer period of time is permitted by the COUNTY DESIGNEE.

Such fee proposal may be in a not to exceed, or any other, format specified by COUNTY

DESIGNEE.

2.3 Once the COUNTY DESIGNEE and PROFESSIONAL agree on the compensation to be paid for the proposed services, the DIRECTOR shall issue a Work Order, in writing, stating the scope of the services, the required completion date and the agreed upon compensation to be paid for such services. Upon receipt of the Work Order signed by the DIRECTOR, PROFESSIONAL shall immediately begin performance of services authorized by the Work Order. No Work Order shall be issued after the time period stated in paragraph 2.5 below. However, any Work Order issued prior to such time and in accordance with the procedures as outlined above, may be completed and paid for after such time period.

2.4 A Work Order may be revised as to scope of services, time required for completion and/or compensation to be paid, if approved by DIRECTOR in writing.

2.5 PROFESSIONAL shall provide to COUNTY services under this AGREEMENT for a four (4) year period (ending on the last day of the final month) from the effective date of the Contract as established by the County’s Contract Purchase Agreement. At the sole option of the County, the contract term may be renewed for an additional N/A year period under the same terms and conditions of this agreement.

3.0 RELATIONSHIP, QUALITY OF WORK, COOPERATION, CONFLICT OF INTEREST

3.1 COUNTY has retained PROFESSIONAL to provide professional services for specific work as described in Work Orders and ATTACHMENT A, SCOPE OF SERVICES. Since COUNTY has entrusted this work to PROFESSIONAL, PROFESSIONAL shall use its professional expertise to protect the interests of COUNTY at all times with regard to its performance under this AGREEMENT. The PROFESSIONAL shall assume towards the COUNTY a professional relationship of trust, confidence and fair dealing. The quality of PROFESSIONAL'S work shall be consistent with the requirements stated herein and with prevailing industry standards.

PROFESSIONAL shall insure that its fees charged for this work are fair, reasonable, and consistent with fees charged locally for similar work.

3.2 PROFESSIONAL shall cooperate with COUNTY DESIGNEE in all respects relative to PROFESSIONAL'S performance hereunder. COUNTY DESIGNEE shall have the authority to transmit instructions and receive information with respect to management of the project including materials, equipment, project elements and systems pertinent to PROFESSIONAL. Provided, however, except as otherwise provided in subsection 2.4 above, COUNTY DESIGNEE shall not have the authority to modify or change the total limits of compensation due PROFESSIONAL.

3.3 COUNTY and PROFESSIONAL agree that no work shall be assigned to PROFESSIONAL which conflicts with or is duplicative of any work by PROFESSIONAL or any affiliated business entity, including, but not limited to, partnerships, joint ventures, and subsidiaries of the same parent corporation as PROFESSIONAL.

4.0 REPORTS AND REVIEWS

4.1 COUNTY DESIGNEE may at any time require PROFESSIONAL to report in writing in a format approved by COUNTY DESIGNEE, on the status and overall progress of the work with a projection as to whether deliverables will be on time and within budget. In addition, COUNTY DESIGNEE may require PROFESSIONAL to provide an overall percentage of completion estimate; if behind in the schedule, a proposed recovery plan; list of problems and anticipated problems; corrective action planned or needed; outline of proposed activities during the coming reporting period; and any other reasonable information covering PROFESSIONAL'S performance hereunder.

4.2 COUNTY DESIGNEE will monitor PROFESSIONAL'S work product for compliance with project standards and criteria, and may make comments and recommendations to PROFESSIONAL regarding the Work. However, any such monitoring or comments and recommendations by COUNTY DESIGNEE, or absence thereof, shall not relieve PROFESSIONAL of any of its obligations under this AGREEMENT. Any comments or recommendations to PROFESSIONAL by COUNTY DESIGNEE, if adopted and followed by PROFESSIONAL, in whole or in part, shall be used at the risk and responsibility of PROFESSIONAL; and COUNTY shall assume no liability therefor. PROFESSIONAL retains sole authority and responsibility for the adequacy and accuracy of its professional services, in accordance with generally accepted architectural and engineering practices. PROFESSIONAL'S work shall be in compliance with ATTACHMENT A, SCOPE OF SERVICES and each Work Order.

4.3 PROFESSIONAL'S performance under this AGREEMENT shall be reviewed by COUNTY DESIGNEE. The review will result in a performance rating of PROFESSIONAL which will be used in ranking PROFESSIONAL during the selection process for other COUNTY work. Demonstrated poor performance under this AGREEMENT may result in PROFESSIONAL'S inability to obtain future work with COUNTY.

5.0 SCHEDULING CONFLICTS

5.1 Based on the available documents, timetables, construction projections, and duration of this AGREEMENT, PROFESSIONAL represents that PROFESSIONAL has no internal scheduling conflict and that PROFESSIONAL will avoid any internal scheduling conflict in the future which might in any way affect PROFESSIONAL'S timely performance of this AGREEMENT.

6.0 MODIFICATION AGREEMENTS

6.1 Before undertaking any additions, deletions, changes or revisions to this AGREEMENT, the parties shall enter into a written modification agreement covering such additions, deletions, changes or revisions and the amount of compensation to be paid therefor. Reference herein to this AGREEMENT shall be considered to include any modification thereto.

7.0 TIMELINESS OF PERFORMANCE

7.1 PROFESSIONAL acknowledges that time is of the essence with respect to its performance under this AGREEMENT. Should PROFESSIONAL be obstructed or delayed in the prosecution or completion of its services as a result of unforeseeable causes beyond the control of PROFESSIONAL, and not due to its own fault or neglect, including but not restricted to acts of God or of public enemy, acts of government or of COUNTY including any of its agents or employees, fires, floods, epidemics, quarantine regulations, strikes or lockouts, then PROFESSIONAL shall notify COUNTY DESIGNEE in writing within ten (10) calendar days after commencement of such delay, stating the cause or causes thereof, or may be deemed to have waived any right which PROFESSIONAL may have had to request an extension to the time specified in the Work Order.

7.2 No interruption, interference, inefficiency, suspension or delay in the commencement or progress of PROFESSIONAL'S services for any cause whatsoever, including those for which COUNTY, including any of its agents or employees, may be responsible in whole or in part, shall relieve PROFESSIONAL of its duty to perform or give rise to any right to damages or additional compensation from COUNTY. PROFESSIONAL'S sole remedy against COUNTY in the event of such interruption, interference, inefficiency, suspension or delay in the commencement or progress of such services shall be the right to seek an extension to the time stated in the Work Order. This section shall expressly apply to claims for early completion, as well as claims based on late completion.

8.0 MEETINGS

8.1 PROFESSIONAL agrees to attend regularly scheduled and special meetings at the request of

COUNTY DESIGNEE.

8.2 Either COUNTY DESIGNEE or PROFESSIONAL may request and be granted a meeting with the other party.

9.0 PROFESSIONAL'S STAFF AND SUBCONTRACTING

9.1 PROFESSIONAL shall maintain an adequate and competent staff of professional architects and/or engineers licensed within the State of Florida, and upon approval by the DIRECTOR, may use specialists as PROFESSIONAL may consider necessary. PROFESSIONAL, however, shall not subcontract any work under this AGREEMENT without the prior written consent of DIRECTOR.

Such written consent includes but is not limited to a written Work Order issued by DIRECTOR provided the fee proposal for that Work Order indicates the use of subcontractors. No assignment of this AGREEMENT will be valid without approval of the COUNTY. It shall be understood by the PROFESSIONAL and the specialists who are parties to said subcontracts that the COUNTY shall be an intended, substantial beneficiary of the written agreements between the PROFESSIONAL and the subcontractors.

9.2 Approval by DIRECTOR of any subcontract of any work shall not relieve PROFESSIONAL of any responsibility for, or liability in connection with fulfillment of its obligations under this AGREEMENT.

9.3 DM/DWBE Participation – (When Applicable) – The PROFESSIONAL has represented to the COUNTY that it would utilize a DM/DWBE professional subconsultant(s) as part of its team for this project, and as such has received Bonus Points during the Initial Ranking phase of the procurement process. (Refer to the original Request for Professional Services document specific to this project, Section B, Required Forms and Attachments, “Attachment A”.) Pursuant to that representation, the PROFESSIONAL is required to do the following:

9.3.1 Utilize the COUNTY’S Vendor Compliance System (B2GNOW) on a monthly basis to

(a) report DM/DWBE subconsultant utilization, (b) confirm payments received from the COUNTY and, (c) list any payments made by the PROFESSIONAL to DM/DWBE subconsultants in that monthly period. PROFESSIONAL is required to report monthly payments to all DM/DWBE subconsultants PROFESSIONAL regardless of whether payment has been made to the PROFESSIONAL by the COUNTY. If no payment has been made by the COUNTY, then PROFESSIONAL must report a zero (0) dollar amount in the Vendor Compliance System.

9.3.1.1 The COUNTY’s Vendor Compliance System can be accessed at the following link: https://hillsboroughcounty.diversitycompliance.com/.

9.3.1.2 PROFESSIONAL will receive email and/or facsimile notifications alerting them when there is a need to respond.

9.3.1.3 To ensure that PROFESSIONAL maintains compliance with the COUNTY’s contract compliance program, the PROFESSIONAL is required to update its contact information in the Vendor Compliance System, which is hosted by third party vendor - B2GNow.

9.3.1.4 In the event PROFESSIONAL has any questions regarding how to create an account or require assistance accessing its account, PROFESSIONAL should click on the “Help First Time Visitors” link located on the diversity compliance page listed above. The following on-line classes on the Vendor Compliance System are available:

Contract Compliance Reporting – Vendor Training, classes are given on a weekly basis.

Introduction to the System – Vendor Training, classes are given on a bi-monthly basis.

To sign up for one of these training events, PROFESSIONAL should click on the “Training and Events” link located on the diversity compliance page listed If good faith efforts were expended in attempts to utilize DM/DWBE subconsultants.

9.3.2 Submit to the COUNTY, within thirty (30) days of the COUNTY’S award of this Agreement to the PROFESSIONAL and/or within thirty (30) days of the COUNTY’S issuance of a valid task/work order, a copy of a fully-executed subconsultant agreement(s) with those DM/DWBE professionals listed in the PROFESSIONAL’S proposal and letters of commitment. Said subconsultant agreement(s) should delineate the scope of services to be provided by the DM/DWBE subconsultants and a payment schedule. PROFESSIONAL must submit said subconsultant agreements to the COUNTY utilizing the COUNTY’S Vendor Compliance System (B2GNOW).

9.3.3 If the PROFESSIONAL is unable to successfully negotiate a subconsultant agreement with the DM/DWBE firm(s) within the thirty (30) day timeframe stated above, then the PROFESSIONAL shall notify the COUNTY’S Minority and Small Business Enterprises Division in writing of that status. If the Minority and Small Business Enterprises Division deems it appropriate/warranted, it shall advise the PROFESSIONAL to select a substitute DM/DWBE subconsultant. A substitute DM/DWBE subconsultant must meet the same certification requirements as the originally proposed DM/DWBE subconsultant, and the substitution must be approved by the COUNTY’S Minority and Small Business Enterprises Division. Approval of such substitution will be provided only upon a showing that it is not reasonable or possible to obtain the services of the original proposed certified DM/DWBE firm to complete the relevant portions of the Agreement.

9.4 In the event of a change in circumstances that are beyond the control of the PROFESSIONAL (such as changes made by the COUNTY in the scope of work to be performed or the inability of the proposed DM/DWBE subconsultant to perform the required services), the PROFESSIONAL shall submit a written explanation of the changed circumstances to the COUNTY’S Minority and Small Business Enterprises Division and shall request a substitution of the original proposed DM/DWBE subconsultant/supplier with another DM/DWBE firm. A substitute DM/DWBE subconsultant must meet the same certification requirements as the originally proposed DM/DWBE subconsultant and the substitution must be approved by the COUNTY’S Minority and Small Business Enterprises Division. Approval of such substitution will be provided only upon a showing that it is not reasonable or possible to obtain the services of the original proposed certified DM/DWBE firm to complete the relevant portions of the Agreement.

When necessary, the Minority and Small Business Enterprises Division shall work with the PROFESSIONAL in identifying other areas of work that the DM/DWBE subconsultant(s) may

do. If the area of work is such that it does not lie within the expertise of the DM/DWBE subconsultant(s), the PROFESSIONAL shall be obligated to solicit a qualified DM/DWBE subconsultant(s) and negotiate an agreement with that firm. If scope changes have been directed by the COUNTY such that suitable replacement work cannot be found, the PROFESSIONAL shall be relieved of its initial commitment of DM/DWBE utilization.

9.5 The COUNTY shall have the right to audit the PROFESSIONAL’S records pertaining to the Agreement at any time during the term of the Agreement and for a period of five (5) years after the completion of work or termination of the Agreement, whichever is later.

9.6 Compliance monitoring and reviews are conducted by the COUNTY’S Minority and Small Business Enterprises Division to determine if PROFESIONAL and/or subconsultants are complying with the requirements of the COUNTY’s DM/DWBE Program. Failure of the

PROFESSIONAL to comply with these requirements may result in the COUNTY taking remedial action by legal or non-legal means.

9.7 Failure by the PROFESSIONAL to comply with its DM/DWBE utilization requirements and/or comply with the requirements of the COUNTY’s DM/DWBE Program may be considered by the COUNTY to be a material breach of this Agreement. The COUNTY reserves the right to exercise any available remedy in the event of the PROFESIONAL’s failure to comply with its DM/DWBE utilization requirements and/or comply with the requirements of the COUNTY’S DM/DWBE Program.

9.8 Failure to perform under the terms of the Agreement with regard to the DM/DWBE Program, includes, but is not limited to, the following:

9.8.1 Failure of the PROFESSIONAL (without the prior written approval of the COUNTY) to utilize the services of a DM/DWBE pursuant to a subconsultant agreement submitted to the COUNTY and utilized by the COUNTY in a determination of the PROFESSIONAL’S responsiveness to the DM/DWBE Program.

9.8.2 Failure of the PROFESSIONAL to address the compliance deficiencies as specified in a Non-Compliance Notice issued to the PROFESSIONAL by the

COUNTY.

9.8.3 Knowingly using a front company (i.e. a firm/business which is not, in fact, owned and controlled by minority individuals or women, but poses as such in order to participate in the COUNTY'S Program) to achieve DM/DWBE participation on the COUNTY contract.

9.8.4 Making any false statement(s) or using deceit for the purpose of influencing, in any way, any action of the COUNTY.

9.8.5 Unethical or other serious lack of business integrity with regard to DM/DWBE contract performance.

9.8.6 Failure to report payments made to identified DM/DWBE businesses in the COUNTY’s Vendor Compliance Management System (B2GNOW).

9.9 Remedies available to the COUNTY include, but are not limited to, the following:

9.9.1 Termination of the Agreement with the COUNTY.

9.9.2 The exercise of any and/or all available legal remedies for breach of contract.

9.9.3 Either the total amount (or a percentage thereof as deemed appropriate by the COUNTY) paid to the PROFESSIONAL or firm under the Agreement intended for expenditure with a DM/DWBE firm and not so expended may be forfeited and recoverable by the COUNTY.

9.9.4 Any violations under this section of any applicable local, state or federal law or rule shall be referred to the applicable law enforcement or regulatory agency for investigation and/or prosecution.

9.9.5 The Director of the COUNTY’S Minority and Small Business Enterprises Division may recommend to the COUNTY’S Director of Procurement Services that the PROFESSIONAL be suspended or debarred from bidding on and/or working on COUNTY contracts pursuant to the criteria set forth in the COUNTY’S Procurement Policy.

9.9.6 Failure of the PROFESSIONAL to comply with its DM/DWBE utilization requirements and/or reporting requirements may result in a non-responsibility determination of offers by the PROFESSIONAL or the denial of bonus points on future procurement solicitations issued by the COUNTY.

9.9.7 Any PROFESSIONAL or firm that falsely represents to the COUNTY, pursuant to the COUNTY Agreement, that it will use the commodities or services of a DM/DWBE firm and fails to do so, may be in breach of the Agreement;

whereupon, the COUNTY may exercise all available remedies for breach of contract.

10.0 APPLICABLE LAWS AND REGULATIONS:

10.1 PROFESSIONAL shall sign and seal all final plans, documents, surveys, maps, and legal descriptions prepared by PROFESSIONAL per the requirements of all laws, rules and regulations of any governmental entity having authority over the work and deliver them to COUNTY upon completion of the WORK ORDER. This does not relieve the PROFESSIONAL of its responsibility to make direct submission of documents to other agencies, as requested by the COUNTY DESIGNEE.

PROFESSIONAL shall comply with all federal, state, and local laws, rules and regulations applicable to the performance of this AGREEMENT. Work shall be in compliance with all applicable local, state, and federal laws, rules, and regulations. PROFESSIONAL shall consider all laws, rules, and regulations in effect at the time of the Work Order.

11.0 OWNERSHIP OF DOCUMENTS AND INSPECTION OF WORK

11.1 All documents, including but not limited to original tracings, plans, specifications, maps, evaluations, reports, technical data, tests and field books prepared or obtained under this AGREEMENT are the property of COUNTY without restriction or limitation on their use and shall be made available, upon request, to COUNTY at any time. Upon demand, PROFESSIONAL shall deliver said documents to COUNTY upon completion of the work or termination of this AGREEMENT. In the event that COUNTY makes use of said documents on a project or projects not covered under this AGREEMENT, without PROFESSIONAL'S express written consent, such use shall be at the sole discretion, liability and risk of COUNTY. PROFESSIONAL may retain copies of said documents, at its sole cost for its files and its internal use.

11.2 DIRECTOR shall have the right to visit the offices of PROFESSIONAL and subcontractors for inspection of the work, drawings, specifications, test data, and related materials at any time during normal business hours.

11.3 PROFESSIONAL shall keep adequate records and supporting documentation applicable to the performance of WORK under this AGREEMENT, including, but not limited to, all payroll records, travel and expense records, invoices for subcontractor services and other costs. Adequate records and supporting documentation shall also include, but not be limited to a detailed accounting of all charges that relate to the Work Orders. Expenses and other direct costs shall be itemized and an explanation shall be furnished stating why the charge is applicable to the WORK. Said records and documentation shall be retained by PROFESSIONAL and made available to DIRECTOR for a minimum of six (6) years from the date of completion of the work or termination of this AGREEMENT whichever is later. DIRECTOR shall have the right to audit, inspect, and copy all such records and documentation as often as DIRECTOR deems necessary during the term of this AGREEMENT and during the above-referenced six (6) year period; provided, however, such activity shall be conducted only during normal business hours. After the expiration of the said six (6) year period, PROFESSIONAL shall notify DIRECTOR in writing of its intent to dispose of records and supporting documentation prior to their disposal. If requested by DIRECTOR, PROFESSIONAL shall retain records and supporting documentation until further notified.

11.4 During the period of time expressed by Section 11.3, the DIRECTOR shall also have the right to obtain a copy of and otherwise inspect any audit made at the direction of PROFESSIONAL as concerns the aforesaid records and documentation.

11.5 Professional agrees to use care in protecting plans and specifications for County Infrastructure from access by unauthorized persons. Release of documents or information other than as required to fulfill the scope of the contract is prohibited. The County’s Project Manager is empowered to authorize release of documents. Failure to protect these documents could jeopardize the safety of the citizens of Hillsborough County, so they must always be treated with the utmost care.

12.0 COMPENSATION, PAYMENT AND FAILURE TO PERFORM

12.1 PROFESSIONAL shall invoice COUNTY by tasks and subtasks per the approved fee proposal or other format acceptable to COUNTY DESIGNEE. PROFESSIONAL shall not exceed the amount for any task without the written approval of the COUNTY DESIGNEE. If PROFESSIONAL determines that the work cannot be completed without exceeding the amount for any task, PROFESSIONAL shall submit, prior to proceeding with such task, a revised fee proposal along with a written explanation. A lack of budget or schedule control on the part of PROFESSIONAL will not be considered a basis for revising the fee proposal. Failure to notify COUNTY DESIGNEE in advance of proposed increase may result in rejection of invoice.

12.2 COUNTY and PROFESSIONAL agree that additional provisions regarding the compensation and payment of said compensation for the services rendered by PROFESSIONAL are as set forth in ATTACHMENT B, METHOD OF COMPENSATION AND PAYMENT, attached hereto and made a part hereof.

12.3 Should PROFESSIONAL fail to commence, provide, perform or complete any of the services it is to provide hereunder in a timely and diligent manner, in addition to any other rights or remedies available to COUNTY hereunder, DIRECTOR at his sole discretion and option may withhold any and all payments due and owing to PROFESSIONAL until such time as PROFESSIONAL resumes performance of its obligations hereunder in such a manner so as to establish to DIRECTOR'S satisfaction that PROFESSIONAL'S performance is or will shortly be back on schedule. In the event PROFESSIONAL believes payments have been withheld unjustly, PROFESSIONAL may appeal DIRECTOR'S decision to withhold payments to the County Administrator of Hillsborough County, Florida. The County Administrator will then decide if there is adequate justification for withholding payments.

12.4 If, during the term of the contract, the Consultant should refuse or otherwise fail to perform any of its obligations under the contract, the County reserves the right to:

a) Obtain the services from another Consultant; and/or

b) Terminate the contract; and/or

c) Suspend/Debar the Consultant from proposing/bidding on Hillsborough County procurement/contracts for a period of up to 24 months and/or

d) Pursue any and all other remedies available to the County.

12.5 If at any time COUNTY has received notice of a claim, suit, demand, damage, loss or expense for which, if established, COUNTY might become liable, and which is chargeable to PROFESSIONAL, or if PROFESSIONAL shall incur any liability to COUNTY, or COUNTY shall have any claim or demand against PROFESSIONAL, whether reduced to judgment or award or not, of any kind or for any reason, related to or arising out of this AGREEMENT, COUNTY shall have the right to retain out of any payment due, or which may become due, under this AGREEMENT, any amounts sufficient to indemnify COUNTY against such claim, and/or to compensate COUNTY for and fully satisfy such liability, claim or demand, and charge or deduct all costs of defense, or collection with respect thereto, including reasonable attorneys' fees. Should any claim develop after all payments are made, PROFESSIONAL shall refund to COUNTY all monies that COUNTY may be compelled to pay in discharging such claims incurred, and in collecting said monies from PROFESSIONAL.

13.0 QUESTIONS, DIFFICULTIES AND DISPUTES

13.1 All services shall be performed by PROFESSIONAL to the reasonable satisfaction of DIRECTOR, and DIRECTOR shall decide all technical questions, difficulties, and disputes of any nature whatsoever that may arise under or by reason of this AGREEMENT, including, but not limited to questions, difficulties and disputes relating to the prosecution and fulfillment of the services hereunder, and the character, quality, amount, and value thereof.

14.0 CHANGE ORDERS

14.1 The term change order(s), as used in this Section 14.0, shall also refer to modification agreement(s).

14.2 Because time is of the essence regarding this AGREEMENT and in order to achieve the public purpose of this AGREEMENT as initially determined by COUNTY, COUNTY ADMINISTRATOR is hereby authorized by COUNTY to negotiate change orders to this AGREEMENT in accordance with the following criteria:

14.2.1 COUNTY'S Assistant County Administrator for Fiscal Policy and Budget certifies that any increased costs are within the budgeted funds or are otherwise proper expenditures under the provisions of Sec. 129.07-08, Florida Statutes (1991), as amended.

14.2.2 The amount of any increased cost to be paid by COUNTY does not exceed $120,000 or 25 percent in the aggregate of the maximum compensation payable hereunder, whichever is less. When this limit is reached, additional documentation of change order expenditures must be submitted to COUNTY unless additional amounts are authorized by COUNTY.

14.2.3 The change order accomplishes one or more of the following public purposes as certified by

COUNTY ADMINISTRATOR:

a. The prevention or elimination of a danger or hazard to public health, safety, or welfare;

b. The change in work, materials, price, or time or any combination thereof is necessary to complete the Work as intended by COUNTY (regardless of whether the specifications must be changed or not);

c. To preserve the logical sequencing of the work in order to eliminate delay and increased costs;

or

d. A response to unforeseen environmental requirements, bond or grant funding requirements, or other unforeseen occurrences.

14.2.4 COUNTY ADMINISTRATOR shall prepare change orders which shall include the amount of the change, a description of the change, the reason for the change, including certifications required under Sections 14.2.1 and 14.2.3 above, and the change order itself properly executed by PROFESSIONAL and COUNTY ADMINISTRATOR. COUNTY ADMINISTRATOR shall file the executed change order amendment with the Clerk for the COUNTY for inclusion with the original AGREEMENT and shall submit the change order to COUNTY for ratification at its next available meeting. This provision shall govern over any other conflicting provisions in this AGREEMENT.

14.3 In order to achieve timely execution of changes that meet the criteria, as stated in Section 14.2.3 above, PROFESSIONAL shall fulfill the following requirements within the specified time limits:

14.3.1 Upon agreement as to scope and compensation for the change in work by PROFESSIONAL and DIRECTOR, PROFESSIONAL shall arrange for the original change order to this AGREEMENT and required documentation to be executed by a duly authorized representative of PROFESSIONAL and returned to DIRECTOR within three (3) working days.

14.3.2 PROFESSIONAL shall assist DIRECTOR in preparing other documentation as required to fully execute the change order.

14.3.3 PROFESSIONAL shall be authorized to proceed with changes upon receipt of the change order duly executed by COUNTY ADMINISTRATOR pursuant to Sections 14.2 through 14.3.2.

14.4 PROFESSIONAL may be deemed to have waived any right or claim it might otherwise have had for either additional compensation or an extension to the AGREEMENT time for any additional services rendered by PROFESSIONAL, where such additional services were performed by PROFESSIONAL without a fully approved and executed change order in accordance with the provisions of Section 14.

14.5 Change orders shall be priced in accordance with the requirements of ATTACHMENT B, METHOD

OF COMPENSATION AND PAYMENT.

15.0 TERMINATION

15.1 If PROFESSIONAL or any principal or partner is adjudged bankrupt or insolvent, if PROFESSIONAL or any principal or partner makes a general assignment for the benefit of its creditors, if a trustee or receiver is appointed for PROFESSIONAL or any principal or partner or for any of its property, if PROFESSIONAL or any principal or partner files a petition to take advantage of any debtor's act or reorganize under the bankruptcy or similar laws, COUNTY may, without prejudice to any other right or remedy, and after having given PROFESSIONAL seven (7) days written notice, terminate the services of PROFESSIONAL.

15.2 In the event PROFESSIONAL disregards the authority of COUNTY or violates the provisions of this AGREEMENT or otherwise fails to comply with any provisions of this AGREEMENT or if the progress or quality of the work is unsatisfactory, DIRECTOR may serve written notice thereof upon PROFESSIONAL, and if PROFESSIONAL fails within a period of ten (10) calendar days thereafter to correct such failure, COUNTY may terminate this AGREEMENT upon written notice to PROFESSIONAL. Upon such termination, PROFESSIONAL shall immediately cease its performance of this AGREEMENT and shall deliver to COUNTY all completed or partially completed work.

15.3 COUNTY reserves the right to terminate this AGREEMENT, in whole or in part, for its convenience.

Such termination shall be effective seven (7) calendar days after transmission of written notice of the same to PROFESSIONAL by U.S. Certified Mail, return receipt requested. Upon receipt of such notice, PROFESSIONAL shall immediately cease work on that portion of the work so terminated. In the event of such termination for convenience, PROFESSIONAL shall be entitled to recover that portion of the fee earned and as yet unpaid through the date of termination, together with reasonable expenses incurred in complying with the notice of termination. PROFESSIONAL shall not be entitled to any other or further recovery, including but not limited to anticipated fees or profits on work not required to be performed.

15.4 Upon termination, the PROFESSIONAL shall deliver to the COUNTY all completed or partially completed work, including, but not limited to all original papers, records, drawings, models, and other materials set forth and described in this Agreement, within seven (7) calendar days of the termination date established in the notice. In the event PROFESSIONAL fails to deliver the referenced work and materials to the COUNTY within the specified time, PROFESSIONAL expressly consents to the entry of an order in any court having jurisdiction authorizing COUNTY to enter PROFESSIONAL'S premises and take possession and remove such work and materials.

15.5 If, after notice of termination of this AGREEMENT as provided for in Section 15.1 or 15.2 above, it is determined for any reason that PROFESSIONAL was not in default, or that its default was excusable, or that COUNTY was not otherwise entitled to the remedy against PROFESSIONAL provided for in Section 15.1 or 15.2, then the notice of termination given pursuant to Sections 15.1 or 15.2 shall be deemed to be the notice of termination for convenience provided for in Section 15.3 and PROFESSIONAL'S remedies against COUNTY shall be the same as and limited to those afforded PROFESSIONAL under Section 15.3.

15.6 Should COUNTY find it necessary to terminate this AGREEMENT for the reasons stated in Sections

15.1 or 15.2, the cost of termination and any additional costs incurred in completing or correcting PROFESSIONAL'S work shall be borne by PROFESSIONAL. Should withheld payments be insufficient to cover said costs, the PROFESSIONAL shall immediately pay COUNTY, upon demand, an amount equal to such additional costs.

16.0 PRESS RELEASES, INVENTIONS, AND TRUTH IN NEGOTIATION

16.1 PROFESSIONAL agrees that it shall make no statements, press releases, or public releases concerning this AGREEMENT or its subject matter or otherwise disclose or permit to be disclosed any of the data or other information obtained, furnished, or developed in compliance with this AGREEMENT or any particulars thereof, during the period of this AGREEMENT, without first notifying COUNTY and securing its prior consent in writing. PROFESSIONAL agrees that it shall not publish, copyright, or patent any of the data furnished in compliance with this AGREEMENT. It is mutually understood that under Section 11.1 above, such data, inventions, or discoveries are the exclusive property of COUNTY.

16.2 PROFESSIONAL warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for PROFESSIONAL, 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 PROFESSIONAL any fee, commission, percentage, gift, or other consideration, contingent upon or resulting from the award or making of this AGREEMENT. For the breach or violation of this provision, COUNTY shall have the right to terminate this AGREEMENT and, at its discretion, to deduct from the AGREEMENT price, or otherwise recover the full amount of such fee, commission, percentage, gift, or consideration.

PROFESSIONAL has executed a Truth in Negotiation Certificate, which is attached hereto as Attachment D.

16.3 Any amounts paid to PROFESSIONAL hereunder shall be adjusted to exclude any significant sums by which the COUNTY determines that such amounts were increased due to inaccurate, incomplete or noncurrent wage rates and other factual unit costs. All such contract adjustments shall be made within one (1) year following the end of the contract.

17.0 SINGULAR AND PLURAL WORDS AND PRONOUNS

17.1 All words used herein in the singular form shall extend to and include the plural. All words used in the plural form shall extend to and include the singular.

18.0 CIVIL RIGHTS ACT

18.1 During the performance of this AGREEMENT, PROFESSIONAL herein assures COUNTY that said PROFESSIONAL is in compliance with Title VII of the 1964 Civil Rights Act, as amended, and The Florida Civil Rights Act of 1992, in that said PROFESSIONAL does not on the grounds of race, color, national origin, religion, sex, age, handicap, or marital status, discriminate in any form or manner against the said PROFESSIONAL'S employees or applicants for employment.

PROFESSIONAL understands and agrees that this AGREEMENT is conditioned upon the veracity of this Statement of Assurance. Furthermore, PROFESSIONAL herein assures COUNTY that said PROFESSIONAL will comply with Title VI of the Civil Rights Act of 1964 when a Federal Grant(s) is/are involved. Other applicable federal and state laws, executive orders, and regulations prohibiting the type of discrimination, as herein above delineated, are included by this reference thereto. This Statement of Assurance shall be interpreted to include Vietnam-Era Veterans and Disabled Veterans within its protective range of applicability.

18.2 PROFESSIONAL agrees to abide by the provisions stated in Attachment E, Hillsborough County Equal Opportunity Clause, the same being incorporated herein by this reference.

18.3 If EPA grant money is used to fund any portion of the design services to be performed hereunder, this AGREEMENT will be subject to regulations contained in 40 CFR Part 33, Subpart F, Subagreement Provisions, as amended, the same being incorporated herein by this reference.

19.0 INSURANCE

19.1 During the life of this AGREEMENT, PROFESSIONAL shall provide, pay for, and maintain, with companies satisfactory to the COUNTY, the types of insurance described herein. All insurance shall be from responsible companies with A.M. Best ratings of A- or better, Class VIII and approved to do business in the State of Florida. Promptly before written Notice of Award of this AGREEMENT, the insurance coverages and limits required must be evidenced by properly executed Certificates of Insurance on forms which are to be furnished by COUNTY. The Certificates must be personally, manually signed by the Authorized Representative of the insurance company/companies shown on the Certificates with proof that he/she is an authorized representative thereof. In addition, certified, true and exact copies of all insurance policies required shall be provided to COUNTY if requested.

19.1.1 The Certificates and Policies shall contain provisions that thirty (30) days prior written notice shall be given to DIRECTOR of any cancellation, intent not to renew, or reduction in the policies' coverages, except in the application of the Aggregate Limits Provisions and ten (10) days written notice for non-payment of premium. In the event of a reduction in the Aggregate Limit of any policy the PROFESSIONAL shall immediately take steps to have the Aggregate Limit reinstated to the full limit required herein.

19.1.2 All insurance coverages of the PROFESSIONAL shall be primary to any insurance or self-insurance program carried by the COUNTY applicable to this AGREEMENT.

19.1.3 The acceptance by the COUNTY of any Certificate of Insurance or copy of any Policy for this AGREEMENT evidencing the insurance coverages and limits required in the AGREEMENT does not constitute approval or agreement by the COUNTY that the insurance requirements have been met or that the insurance policies shown on the Certificate of Insurance are in compliance with the AGREEMENT requirements.

19.1.4 No work for the COUNTY shall commence or occupancy of any of its property take place until the required Certificates of Insurance and copies of the Policies, if requested, are received by the COUNTY and written Notice of Award is issued to the PROFESSIONAL by the Director of Engineering and Construction Services of Hillsborough County, Florida. The COUNTY'S Certificate of Insurance to be used is attached as Attachment F.

19.1.5 The insurance coverages and limits required of the PROFESSIONAL under this AGREEMENT are designed to meet the minimum requirements of the COUNTY. They are not designed as a recommended insurance program for the PROFESSIONAL. The PROFESSIONAL shall be responsible for the sufficiency of its own insurance program. Should the PROFESSIONAL have any questions concerning its exposures to loss under this AGREEMENT or the insurance coverages needed therefor, it should seek professional assistance.

19.1.6 All of the required insurance coverages must be issued as required by law and must be endorsed, where necessary, to comply with the minimum requirements contained herein. Thirty (30) days written notice must also be given to:

Hillsborough County - BOCC Risk Management Division 601 E Kennedy Blvd, 17th FL Tampa, FL 33602 as to cancellation and intent not to renew of any policy and any change that will reduce the insurance coverages required in this AGREEMENT except for the application of the Aggregate Limits Provisions. Ten days written notice must be given for non-payment of premium.

19.1.7 Renewal Certificates of Insurance on the COUNTY'S form must be provided to the COUNTY twenty

(20) days prior to expiration of current coverages so that there shall be no interruption in the work due to lack of proof of insurance coverages required of the PROFESSIONAL in this AGREEMENT.

The PROFESSIONAL authorizes the COUNTY to confirm all information furnished the COUNTY, as to its compliance with its insurance requirements, with the PROFESSIONAL'S insurance agents, brokers, and insurance carriers.

19.1.8 Should at any time the PROFESSIONAL not maintain the insurance coverages required in this AGREEMENT, the COUNTY may either cancel or suspend this AGREEMENT or, at its sole discretion, shall be authorized to purchase such coverage and charge the PROFESSIONAL for such coverages purchased. The COUNTY shall be under no obligation to purchase such insurance nor shall the COUNTY be responsible for the coverages purchased or the insurance company or companies used. The decision of the COUNTY to purchase such insurance coverages shall in no way be construed as a waiver of its rights under this AGREEMENT.

19.1.9 INSURANCE REQUIRED

Before starting any work for the COUNTY or occupancy of any of its property the PROFESSIONAL shall procure and maintain insurance of the types and to the limits specified in this AGREEMENT.

All liability insurance policies, other than the Worker's Compensation, Employers Liability Policy, and Professional Liability Policy, obtained by the PROFESSIONAL to meet the requirements of this AGREEMENT, shall name the COUNTY as an additional insured as to the operations of the PROFESSIONAL under this AGREEMENT and shall contain the "Severability of Interests" provision. The insurance coverages must cover all of the PROFESSIONAL'S activities under this AGREEMENT whether on COUNTY'S property or not.

19.2 COVERAGES

The amounts and types of insurance shall conform to the following minimum requirements with the use of current Insurance Service Office forms and endorsements or their equivalent.

Notwithstanding the foregoing, the wording of all policies and endorsements shall be acceptable to the COUNTY.

19.2.1 If there is any conflict as to any coverage form to be used or limits to be provided in the PROFESSIONAL'S current General Insurance program with the COUNTY'S insurance requirements the COUNTY'S Risk Management Department shall decide whether they meet with the intent of the COUNTY'S requirements or not. Judgment of the COUNTY'S Risk Management Department shall be final in this respect.

19.2.2 Workers Compensation and Employers Liability Insurance shall be maintained by the PROFESSIONAL during the term of this AGREEMENT for all employees engaged in the work under this AGREEMENT, in accordance with the laws of the State of Florida. The amount of such insurance shall not be less than:

a. Workers' Compensation - Florida Statutory Requirements Employers Liability - $500,000 Limit Each Accident $500,000 Limit Disease Aggregate $100,000 Limit Disease Each Employee

19.2.3. Commercial General Liability Insurance shall include, but not be limited to: Bodily Injury and Property Damage, Damage, Damage to Rented Premises, Medical expenses, Personal and Advertising Injury, and Products and Completed Operations:

$1,000,000 Bodily Injury and Property Damages – Each Occurrence $50,000 Damages to Rented Premises – Each Occurrence $5,000 Medical Expenses – Any One Person $1,000,000 Personal and Advertising Injury – Each Occurrence $1,000,000 Products/Completed Operations – Each Occurrence $2,000,000 General Aggregate $2,000,000 Products/Completed Operations Aggregate

19.2.4 Business Automobile Liability Insurance shall be maintained by the PROFESSIONAL as to the ownership, maintenance, and use of all of its owned, non-owned, leased or hired vehicles with limits of not less than:

a. Bodily Injury & Property Damage Liability $300,000 Combined Single Limit Each Accident

19.2.5 Professional Liability Insurance shall be maintained by PROFESSIONAL insuring its legal liability arising out of the performance of the professional services under this AGREEMENT. Such insurance shall have a limit of not less than $1,000,000 each claim and aggregate. Any deductible applicable for any claim shall be the sole responsibility of the PROFESSIONAL. PROFESSIONAL must continue this coverage for a period of not less than three (3) years after completion of its services to the COUNTY. The PROFESSIONAL shall promptly submit a Certificate of Insurance providing for an unqualified written notice to the COUNTY of any cancellation of the aggregate limits provision. In the event of a reduction in the aggregate limit of the policy, the PROFESSIONAL shall immediately take steps to have the aggregate limit reinstated. The PROFESSIONAL shall promptly submit a certified, true copy of the policy and any endorsement issued or to be issued on the policy if requested by the COUNTY.

19.2.6 The COUNTY reserves the option to require a Project Professional Liability insurance policy for this project. If this option is exercised, the COUNTY will pay the premium cost and receive reimbursement of any premium savings accruing to the PROFESSIONAL under its regular Professional Liability policy. If the PROFESSIONAL causes the policy to extend beyond the contract completion date resulting in any additional premium cost it shall be the responsibility of the

PROFESSIONAL.

19.3 PROFESSIONAL…