16-Agreement - Professional Services Stand Alone.docx.docx
DOCX document 108 KB Posted
- Attached to
- Town N' Country Regional Drainage Improvements
- Solicitation number
- RPS-26-00059
- Issued by
- Hillsborough County, Florida
About this file
This is a Professional Services Agreement template issued by Hillsborough County Board of County Commissioners for contract RPS-26-00059, Town N' Country Regional Drainage Improvements. The County seeks experienced and qualified professionals to provide comprehensive stormwater engineering design services for a regional drainage improvement project. The scope of services includes design, plans preparation, specifications and contract development, environmental permitting, sub-surface utility engineering surveys, topographic mapping, specific purpose surveys, right-of-way acquisition services, title search reports, utility coordination, geotechnical investigation and analysis, post-design construction services, construction phasing, maintenance-of-traffic analysis, and landscape architecture and design. The agreement term commences upon County approval and receipt of a Notice to Proceed and expires upon final completion of construction of the project, whichever is later. The professional must maintain an adequate and competent staff of Florida-licensed architects and/or engineers and may use specialists and subconsultants only with prior written Director approval. The professional must attend regularly scheduled and special meetings as requested and shall cooperate fully with the County Designee.
Compensation is based on actual work performed and costs incurred, not to exceed an upper cap limit of $1,350,000. Personnel costs are billed at established rates by classification as identified in the fee proposal attachment, with direct salary rates plus an audited or certified multiplier for direct expenses, overhead, and profit. Field personnel utilize their own vehicles and cell phones and are compensated based on actual direct hourly salary multiplied by a separate audited or certified field multiplier capped at 3.10 with profit capped at 12 percent. Reimbursable costs include out-of-town travel per Florida Statute 112.061 and Board of County Commissioners travel policy, permit fees, specialized equipment, and specialized subcontracted services such as borings, surveys, and testing. Monthly invoices must be submitted with labor tabulations by individual and task and shall be processed within 45 days of proper submission per Florida Statutes Part VII, Chapter 218. The professional must provide professional liability insurance with limits as specified and maintain records for six years from completion. The agreement is subject to funding availability, and the County reserves the right to terminate for convenience upon 24 hours' written notice if sufficient budget funds become unavailable. The agreement prohibits discrimination based on protected characteristics and requires compliance with E-Verify requirements and public records law.
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PROFESSIONAL AGREEMENT
FOR PROFESSIONAL SERVICES FOR
RPS-26-00059 Town N’ Country Regional Drainage Improvements
HILLSBOROUGH COUNTY
BOARD OF COUNTY COMMISSIONERS
This AGREEMENT is made and entered into this ______ day of ______, 20_____, by and between the HILLSBOROUGH COUNTY, 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.
RECITALS
WHEREAS, the COUNTY desires the services of a highly skilled and experienced independent contractor to serve as a PROFESSIONAL to assist the COUNTY; and
WHEREAS, the PROFESSIONAL has the expertise and personnel, as appropriate, to provide such consulting services for the COUNTY;
NOW, THEREFORE, in consideration of the mutual covenants, promises and representations contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the COUNTY and the PROFESSIONAL agree as follows:
1.0 DEFINITIONS
The following words and expressions shall, wherever they appear in the AGREEMENT be construed as follows:
| 1.1 | AGREEMENT - The written Agreement between COUNTY and PROFESSIONAL and any modification agreements thereto. Following is a list of Attachments to this AGREEMENT, which are attached hereto and incorporated herein by reference: | |
| 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 |
| 1.2 | CONSTRUCTION CONTRACT DOCUMENTS ‑ The Standard Contract Documents (Front End); Specifications to include Technical Specifications and Supplemental Specifications; drawings and/or plans; and any Addenda. | |
| 1.3 | COUNTY DESIGNEE ‑ The term shall refer to a COUNTY Employee or Firm designated by the DIRECTOR to oversee the Project. The DIRECTOR may change the designation at any time during the life of this AGREEMENT by issuing written notice to PROFESSIONAL to that effect. | |
| 1.4 | DIRECTOR ‑ The Director of the Department/ Division administering the AGREEMENT. | |
| 2.0 | NAME OF PROJECT AND COOPERATION | |
| 2.1 | COUNTY does hereby retain PROFESSIONAL to furnish professional services in connection with ,, herein defined as PROJECT, said services being more particularly described in ATTACHMENT A, SCOPE OF SERVICES, attached hereto and made a part hereof. | |
| 2.2 | With respect to PROFESSIONAL'S performance under this AGREEMENT, PROFESSIONAL shall promote the best interest of COUNTY and assume towards COUNTY a professional relationship of trust, confidence and fair dealing. 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, notwithstanding anything in this AGREEMENT to the contrary, COUNTY DESIGNEE shall not have the authority to modify or change the compensation due PROFESSIONAL. | |
| 2.3 | 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. | |
| 3.0 | REPORTS AND REVIEWS | |
| 3.1 | COUNTY may, at any time, require PROFESSIONAL to report in writing and in a format approved by COUNTY DESIGNEE on the status and overall progress of the work with a projection showing 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. | |
| 3.2 | 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 the 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 the other terms of this AGREEMENT. | |
| 3.3 | 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 future COUNTY work. Demonstrated poor performance under this AGREEMENT may result in PROFESSIONAL'S inability to obtain future work with COUNTY. | |
| 4.0 | SCHEDULING CONFLICTS | |
| 4.1 | 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. | |
| 5.0 | MODIFICATION AGREEMENTS | |
| 5.1 | 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. | |
| 6.0 | TERM OF AGREEMENT/COMMENCEMENT OF WORK/TIMELINESS OF PERFORMANCE |
| 6.1 | The term of the AGREEMENT and the obligation for the PROFESSIONAL to render services hereunder shall commence upon approval of the AGREEMENT by the COUNTY and upon receipt of a Notice to Proceed from the COUNTY DESIGNEE and shall expire on , 20__ or the date final completion of construction the PROJECT is achieved, whichever is later (the “Term”), unless sooner terminated in accordance with this AGREEMENT. |
| 6.2 | 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, fires, floods, epidemics, quarantine regulations, strikes or lockouts, then PROFESSIONAL shall notify COUNTY in writing within ten (10) working 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 schedule. |
| 6.3 | 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 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 schedule. This section shall expressly apply to claims for early completion, as well as claims based on late completion. |
| 7.0 | MEETINGS |
| 7.1 | PROFESSIONAL agrees to attend regularly scheduled and special meetings at the request of COUNTY DESIGNEE. In addition to the responsibilities under Section 2.2, herein, COUNTY DESIGNEE shall be entitled at all times, upon reasonable request, to be advised as to the status of work being done by PROFESSIONAL and the details thereof. |
| 7.2 | Either COUNTY DESIGNEE or PROFESSIONAL may request and be granted a meeting with all parties concerned. |
| 8.0 | PROFESSIONAL'S STAFF AND SUBCONTRACTING |
| 8.1 | 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. No assignment of this AGREEMENT will be valid without approval of COUNTY. It shall be understood by |
| PROFESSIONAL and the specialists who are parties to said subcontracts that COUNTY shall be an intended, substantial beneficiary of the written agreements between PROFESSIONAL and its subconsultants. | |
| 8.2 | 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. |
| 8.3 | In negotiating this AGREEMENT, PROFESSIONAL provided the following information with regard to subconsultants who will perform work on the PROJECT: |
| 1) | names of subconsultants |
| 2) | type of work to be performed by the subconsultants. |
| That information is incorporated by reference into this AGREEMENT. PROFESSIONAL shall not change a subcontractor without prior approval of the COUNTY DESIGNEE and/or Economic Development DM/DWBE & SBE Section (if applicable). | |
| 8.4 | In PROFESSIONAL'S submittal of qualifications and proposal, PROFESSIONAL furnished information with regard to the location of offices where work will be performed on the PROJECT and disciplines of work to be performed at each office. That information is incorporated by reference into this AGREEMENT. PROFESSIONAL shall not increase the manhours of work to be performed at an office, other than the local office, without prior written approval of DIRECTOR. |
| 8.5 | DM/DWBE Participation (When Applicable) - PROFESSIONAL has represented to COUNTY that they would utilize a DM/DWBE professional subconsultant(s) as a part of his/her team for this project. Pursuant to that representation, Professional shall submit to the County, within thirty (30) days of Contract award, a subconsultant agreement(s) with those DM/DWBE professionals that delineates the scope of services to be provided by the DM/DWBE consultants and a payment schedule. If PROFESSIONAL is unable to successfully negotiate a subconsultant agreement with the DM/DWBE firm(s), then PROFESSIONAL shall notify the Economic Development Department, DM/DWBE & SBE Section in writing of that status and request written direction how best to proceed. If the DM/DWBE & SBE Section deems it appropriate, the Section shall advise PROFESSIONAL to solicit another DM/DWBE subcontractor as a replacement. The DM/DWBE Section shall give the PROFESSIONAL thirty (30) days to identify a replacement and negotiate a subconsultant agreement. |
| 8.6 | If after AGREEMENT award, COUNTY modifies the scope of services which impacts directly on the scope of services that the DM/DWBE professional subconsultant was slated to perform, PROFESSIONAL shall notify the DM/DWBE & SBE Section in writing and ask for assistance. When practical, the DM/DWBE & SBE Section shall work with PROFESSIONAL in identifying other areas of work that the DM/DWBE subconsultant may do. If the area of work is such that it does not lie within the expertise of the DM/DWBE subconsultant, PROFESSIONAL l shall be obliged to solicit a qualified DM/DWBE subconsultant and negotiate an agreement with that firm. If the change in scope that has been directed by COUNTY is such that suitable replacement work cannot be found, PROFESSIONAL shall be relieved of its initial representation of promised DM/DWBE utilization. |
| 9.0 | APPLICABLE LAWS AND REGULATIONS |
| 9.1 | PROFESSIONAL shall sign and seal all final plans and documents prepared by PROFESSIONAL per the requirements of all laws, rules and regulations of any governmental entity having authority over the PROJECT and deliver them to COUNTY upon request of COUNTY DESIGNEE. This does not relieve 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, regulations and ordinances applicable to the performance of this AGREEMENT. Work shall be in compliance with 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. |
| 10.0 | OWNERSHIP OF DOCUMENTS AND INSPECTION OF WORK |
| 10.1 | 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. |
| 10.2 | DIRECTOR or COUNTY DESIGNEE shall have the right to visit the offices of PROFESSIONAL and its subconsultants for inspection of the work, drawings, specifications, test data, and related materials at any time during normal business hours. |
| 10.3 | 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 from subconsultant services and other costs. Said records and documentation shall be retained by PROFESSIONAL and made available to COUNTY for a minimum of six (6) years from the date of completion of the work or termination of this AGREEMENT whichever is later. COUNTY shall have the right to audit, inspect, and copy all such records and documentation, including, but not limited to, all payroll records, travel and expense records, invoices for subcontractor services and other costs, as often as COUNTY 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. |
| 10.4 | During the period of time expressed by Section 10.3, COUNTY 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. |
| 10.5 | Adequate records, as specified in Section 10.3, shall include a detailed accounting of all charges that relate to the work. Expenses and other direct costs shall be itemized and an explanation shall be furnished stating why the charge is applicable to the PROJECT. |
| 10.6 | 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 AGREEMENT is prohibited. COUNTY’S Project Manager is empowered to authorize release of documents in accordance with applicable law. 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. |
| 11.0 | SCHEDULE, COMPENSATION, PAYMENT AND FAILURE TO PERFORM |
| 11.1 | Prior to execution of this AGREEMENT, a fee proposal acceptable to COUNTY DESIGNEE shall be included and made a part of this AGREEMENT as ATTACHMENT C, FEE PROPOSAL. If requested by the COUNTY DESIGNEE, PROFESSIONAL shall include a bar chart schedule along with fee proposal. |
| 11.2 | COUNTY and PROFESSIONAL agree that the compensation and the provisions for payment of said compensation for the services rendered by PROFESSIONAL are as set forth in ATTACHMENT B, METHOD OF COMPENSATION AND PAYMENT, affixed hereto and hereby made a part of this AGREEMENT. |
| 11.3 | 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 the decision to withhold payments to the County Administrator. The County Administrator will then decide if there is adequate justification for withholding payments. |
| 11.4 | If, during the term of the AGREEMENT, PROFESSIONAL should refuse or otherwise fail to perform any of its obligations under the AGREEMENT, COUNTY reserves the right to: |
| a) | Obtain the services from another professional; and/or |
| b) | Terminate the AGREEMENT; and/or |
| c) | Suspend/Debar the PROFESSIONAL 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. |
| 11.5 | 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. |
| 12.0 | PROTECTION OF COUNTY, QUALITY OF WORK AND FEES |
| 12.1 | COUNTY has retained PROFESSIONAL to provide professional services for specific work as described in 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 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. |
| 13.0 | BUDGET AMOUNTS AND COST ESTIMATES |
| 13.1 | COUNTY has established the following budget amount for construction of the facilities defined herein: $ estimated low bid amount for construction. |
| 13.2 | PROFESSIONAL shall make every attempt to design within COUNTY'S budget for construction. PROFESSIONAL shall monitor costs during design of the PROJECT and advise COUNTY DESIGNEE immediately of any deviations from COUNTY'S budget amount. Any time a cost estimate exceeds the budget amount; PROFESSIONAL shall advise COUNTY DESIGNEE of the reasons for the overage and all options available to COUNTY for bringing the PROJECT back within budget. COUNTY DESIGNEE and PROFESSIONAL shall discuss what action is to be taken, and COUNTY DESIGNEE shall direct the ultimate option to be followed. Cost estimates prepared by PROFESSIONAL represent PROFESSIONAL'S judgment as a design professional familiar with the construction industry. However, PROFESSIONAL cannot and does not guarantee that bids or negotiated prices will not vary from any cost estimate prepared by PROFESSIONAL or exceed the budget amounts established by COUNTY. Notwithstanding anything above to the contrary, if all responsive and responsible bids exceed COUNTY’S established budget amounts by ten percent (10%) for reasons other than unforeseen increased material cost as determined by the DIRECTOR, PROFESSIONAL shall revise and modify Construction Contract Documents and assist in rebidding the Project. All such revisions and modifications to the Construction Contract Documents and the rebidding of the work shall be subject to COUNTY DESIGNEE'S approval. Provided, however, PROFESSIONAL'S obligation to revise and modify Construction Contract Documents and to assist in the rebidding of the work shall be expressly conditioned upon COUNTY originally letting the PROJECT out to bids within six (6) months from the date of COUNTY'S receipt and approval of all Construction Contract Documents to be delivered in accordance with Design Phase services to be performed by PROFESSIONAL hereunder. If PROFESSIONAL believes it is entitled to additional compensation for the redesign and rebidding services described above, PROFESSIONAL may submit a request for additional compensation in accordance with Article 14.0, but without profit to PROFESSIONAL on account of such services. |
| 14.0 | MODIFICATION AGREEMENTS |
| 14.1 | Additional compensation shall be subject to approval by the COUNTY in a written Modification Agreement as described in this Section. |
| 14.2 | Without invalidating the AGREEMENT, COUNTY may, at any time or from time to time, order additions, deletions, or revisions to the services to be provided by PROFESSIONAL. Upon agreement as to changes in the services to be performed, COUNTY DESIGNEE will prepare a written Modification Agreement to be signed by PROFESSIONAL and, except as provided in 14.4 below, submitted to the COUNTY for approval. |
| 14.3 | 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 Modification Agreements to this AGREEMENT in accordance with the following criteria: |
| 14.3.1 | COUNTY'S chief financial officer 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 (1987), as amended. |
| 14.3.2 | The amount of any increased cost to be paid by COUNTY does not exceed $120.00 or twenty- five (25) percent in the aggregate of the original amount, whichever is less. When this limit is reached, additional documentation for such expenditures must be submitted to and approved by COUNTY. |
| 14.3.3 | The Modification Agreement 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 PROJECT 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 on the PROJECT. |
| 14.3.4 | COUNTY ADMINISTRATOR shall prepare a Modification Agreement which shall include the amount of the change, a description of the change, the reason for the change, including certifications required under Sections 14.3.1 and 14.3.3 above, and the itself properly executed by PROFESSIONAL and COUNTY ADMINISTRATOR. COUNTY ADMINISTRATOR shall file the executed Modification Agreements with the Clerk for the COUNTY for inclusion with the original AGREEMENT and shall submit the such Modification Agreements to COUNTY for ratification at its next available meeting. This provision shall govern over any other conflicting provisions in this AGREEMENT. |
| 14.4 | In order to achieve timely execution of changes that meet the criteria, as stated in Section 14.4 above, PROFESSIONAL shall fulfill the following requirements within the specified time limits: |
| 14.4.1 | Upon agreement as to scope and compensation for the change in work by PROFESSIONAL and COUNTY DESIGNEE, PROFESSIONAL shall arrange for the original Modification Agreement to this AGREEMENT and required documentation to be executed by a duly authorized representative of PROFESSIONAL and returned to COUNTY DESIGNEE within three (3) working days. |
| 14.4.2 | PROFESSIONAL shall assist COUNTY DESIGNEE in preparing other documentation as required to fully execute the Modification Agreement. |
| 14.4.3 | PROFESSIONAL shall be authorized to proceed with changes upon receipt of the Modification Agreement duly executed by COUNTY ADMINISTRATOR pursuant to Sections 14.3 through 14.4.2. |
| 14.5 | PROFESSIONAL will 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 Modification Agreement in accordance with the provisions of Section 14. |
| 14.6 | Modification Agreements 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 fourteen (14) 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 COUNTY all completed or partially completed work, including 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 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, 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 10.1 above, such data, inventions, or discoveries are the exclusive property of COUNTY. |
| 16.2 | PROFESSIONAL represents that it has not paid or agreed to pay any person, company, corporation, or firm other than a bona fide employee working solely for PROFESSIONAL any type of fee, including brokerage fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this AGREEMENT. |
| 16.3 | PROFESSIONAL warrants, guarantees and certifies 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. PROFESSIONAL shall execute a Truth in Negotiation Certificate, ATTACHMENT D. |
| 16.4 | For the breach or violation of the warranty, guarantee, or certification provided in Section 16.3 of this AGREEMENT, 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 fees, commissions, percentages, gifts, or consideration. |
| 16.5 | Any amounts paid to PROFESSIONAL hereunder shall be adjusted to exclude any significant sums by which 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 AGREEMENT. |
| 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, Appendix A Terms and Conditions, 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 COUNTY, the types of insurance described herein. All insurance shall be from companies with A.M. Best ratings of A- or better, Class VII and approved to do business in the State of Florida. Promptly after 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 COUNTY DESIGNEE 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, PROFESSIONAL shall immediately take steps to have the Aggregate Limit reinstated to the full limit required herein. |
| 19.1.2 | All insurance coverages of PROFESSIONAL shall be primary to any insurance or self-insurance program carried by COUNTY applicable to this AGREEMENT. |
| 19.1.3 | The acceptance by 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 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 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 COUNTY and written Notice to Proceed is issued to PROFESSIONAL by COUNTY. COUNTY'S Certificate of Insurance form to be used is attached as ATTACHMENT F. |
| 19.1.5 | The insurance coverages and limits required of PROFESSIONAL under this AGREEMENT are designed to meet the minimum requirements of COUNTY. They are not designed as a recommended insurance program for PROFESSIONAL. PROFESSIONAL shall be responsible for the sufficiency of its own insurance program. Should PROFESSIONAL have any questions concerning its exposures to loss under this AGREEMENT or the insurance coverages needed therefore, 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, 25th FL Tampa, FL 33602 as to cancellation and intent not to renew 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 (10) days written notice must be given for non-payment of premium.
| 19.1.7 | Renewal Certificates of Insurance on COUNTY'S form must be provided to 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 PROFESSIONAL in this AGREEMENT. PROFESSIONAL authorizes COUNTY to confirm all information furnished COUNTY, as to its compliance with its insurance requirements, with PROFESSIONAL'S insurance agents, brokers and insurance carriers. |
| 19.1.8 | Should at any time PROFESSIONAL not maintain the insurance coverages required in this AGREEMENT, COUNTY may either cancel or suspend this AGREEMENT or, at its sole discretion, shall be authorized to purchase such coverage and charge PROFESSIONAL for such coverages purchased. COUNTY shall be under no obligation to purchase such insurance nor shall COUNTY be responsible for the coverages purchased or the insurance company or companies used. The decision of 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 COUNTY or occupancy of any of COUNTY’S property, 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 and Employers Liability Policy and Professional Liability Policy, obtained by PROFESSIONAL to meet the requirements of this AGREEMENT, shall name HILLSBOROUGH COUNTY as an additional insured as to the operations of PROFESSIONAL under this AGREEMENT and shall contain a "Severability of Interests" provision. The insurance coverages must cover all of 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 COUNTY. | |
| If there is any conflict as to any coverage form to be used or limits to be provided in PROFESSIONAL'S current General Insurance program with COUNTY'S insurance requirements, COUNTY'S Risk Management Department shall decide whether they meet with the intent of COUNTY'S requirements or not. The decision of COUNTY'S Risk Management Department shall be final in this respect. | |
| 19.2.1 | Workers Compensation and Employers Liability Insurance shall be maintained by 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 - Limit Each Accident $ Limit Disease Aggregate $ Limit Disease Each Employee
| 19.2.2. | 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: |
| $ Bodily Injury and Property Damages – Each Occurrence | |
| $ Damages to Rented Premises – Each Occurrence | |
| $ Medical Expenses – Any One Person |
$ Personal and Advertising Injury – Each Occurrence $ Products/Completed Operations – Each Occurrence $ General Aggregate $ Products/Completed Operations Aggregate
| 19.2.3 | Business Automobile Liability Insurance shall be maintained by 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 |
Combined Single Limit Each Accident
| 19.2.4 | 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 $ each claim and aggregate. Any deductible applicable for any claim shall be the sole responsibility of PROFESSIONAL. PROFESSIONAL must continue this coverage for a period of not less than three (3) years after completion of its services to the COUNTY. PROFESSIONAL shall promptly submit a Certificate of Insurance providing for an unqualified written notice to COUNTY of any cancellation of the aggregate limits provision. In the event of a reduction in the aggregate limit of the policy, PROFESSIONAL shall immediately take steps to have the aggregate limit reinstated. 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 COUNTY. |
| COUNTY reserves the option to require a Project Professional Liability insurance policy for this PROJECT. If this option is exercised, COUNTY will pay the premium cost and receive reimbursement of any premium savings accruing to PROFESSIONAL under its regular Professional Liability policy. If PROFESSIONAL causes the policy to extend beyond the Contract completion date resulting in any additional premium cost it shall be the responsibility of PROFESSIONAL. | |
| 20.0 | INDEMNIFICATION |
20.1 PROFESSIONAL shall indemnify and hold harmless COUNTY, and its officers, and employees from liabilities, damages, losses, claims and costs, or actions, either at law or in equity, including court costs and attorneys' fees at the trial and all appellate levels, that may hereafter at any time be made or brought by anyone on account of personal injury, property damage, loss of monies, or other loss, allegedly caused or incurred, in whole or in part, as a result of any negligent, reckless, wrongful, or intentional act or omission, or based on any act of fraud or defalcation by PROFESSIONAL, its agents, subconsultants, assigns, heirs, and employees during the performance under this AGREEMENT. The extent of this indemnification shall not be limited in any way as to the amount or types of damages or compensation payable to any of the Indemnified Parties on account of any insurance limits contained in any insurance policy procured or provided in connection with this AGREEMENT.
21.0 MAINTENANCE AND REVIEW OF RECORDS
21.1 The PROFESSIONAL its employees, representatives, subconsultants, or any authorized agent of record, as applicable, providing any of the services required to be performed or provided under this AGREEMENT shall maintain adequate records and accounts, including but not limited to property, personnel and financial records, and supporting documentation which shall enable ready identification of PROFESSIONAL’S cost of goods and use of funds for a period of six (6) years from the date of final payment to the PROFESSIONAL, as applicable, under this AGREEMENT or the termination of this AGREEMENT, whichever occurs later. (Such six-year period is hereinafter referred to as the “Audit Period.”). COUNTY shall have the right, and the PROFESSIONAL in the performance of thisAGREEMENT, its employees, representatives, subconsultants, or any authorized agent of record, as applicable, will permit COUNTY to examine all such records, accounts and documentation and to make copies thereof, and excerpts or transcriptions therefrom, and to audit all contracts, invoices, materials, accounts and records relating to all matters covered by this AGREEMENT, including but not limited to personnel and employment records during the Audit Period. All such records, accounts and documentation shall be made available to COUNTY for audit, examination or copying purposes at any time during normal business hours and as often as COUNTY may deem necessary during the Audit Period. COUNTY'S right to examine, copy and audit shall pertain likewise to any audits made by any other agency, whether local, state or federal. PROFESSIONAL shall insure that PROFESSIONAL, its employees, representatives, subconconsultants, or any authorized agent of record, as applicable, shall recognize COUNTY’S right to examine, inspect and audit its records, accounts and documentation in connection with its provision of services required to be provide by PROFESSIONAL under this AGREEMENT. If an audit is begun by COUNTY or other agency, whether local, state or federal, during the Audit Period, but is not completed by the end of the Audit Period, the Audit Period shall be extended until audit findings are issued. This Section shall survive the expiration or earlier termination of this AGREEMENT.
| 22.0 | COMPLIANCE WITH E-VERIFY REQUIREMENT |
| 22.1 | PROFESSIONAL affirms that it is in compliance with Florida Statutes Section 448.095 which, in part, requires all consultants and its subconsultants to register with and use the United States Department of Homeland Security’s E-Verify system for all newly hired employees, and requires consultants to obtain affidavits from its subconsultants stating that the subconsultant does not employ, contract with, or subcontract with an unauthorized alien. PROFESSIONAL acknowledges and understands that pursuant to Florida Statutes Section 448.095, the COUNTY is required to terminate the AGREEMENT if it has a good faith belief that PROFESSIONAL knowingly violated Florida Statutes Section 448.09(1); whereupon, the PROFESSIONAL will not be eligible for award of a public contract for at least one (10 year from the date of such termination. |
23.0 PUBLIC ENTITY CRIMES
| 23.1 | A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals or replies on leases of real property to a public entity, may not be awarded or perform work as a supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for CATEGORY TWO for a period of thirty-six (36) months following the date of being placed on the convicted vendor list. PROFESSIONAL represents for itself and its affiliates that it is not prohibited from entering into this AGREEMENT by Section 287.133, Florida Statutes. |
| 24.0 | NOTICES |
| 24.1 | All NOTICES hereunder shall be deemed to be properly made if sent by certified mail, return receipt requested, to , at _______________ and to COUNTY at P.O. Box 1110, Tampa, Florida 33601, Attention: Director, Department, Division. The address may be changed by either party by similar notice. Notice so mailed shall be effective upon the date shown on the return receipt. |
| 25.0 | TRANSMITTALS IN WRITING |
| 25.1 | All instructions, directives, and information provided to and from PROFESSIONAL and COUNTY DESIGNEE shall be transmitted in writing to the fullest extent possible. |
26.0 MISCELLANEOUS PROVISIONS
26.1 PROFESSIONAL shall assure COUNTY that it will administer, in good faith, a Drug Free Workplace policy designed to ensure that PROFESSIONAL is free from the illegal use, possession, or distribution of drugs or alcohol.
| 26.2 | This AGREEMENT and any change orders hereto constitute the entire agreement between PROFESSIONAL and COUNTY relating to the work. There are no previous or contemporary representations or warranties of COUNTY or PROFESSIONAL not set forth herein. |
| 26.3 | No waiver, termination, rescission, discharge, assignment or cancellation, and except as specifically provided in Section 14.3, no modification of this AGREEMENT or of any terms thereof shall be binding on COUNTY unless in writing and approved by COUNTY. |
| 26.4 | Waiver by COUNTY of a breach of any provision of this AGREEMENT or any terms thereof shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this AGREEMENT. |
| 26.5 | No modification, waiver, termination, discharge, or cancellation of this AGREEMENT or any terms thereof shall impair COUNTY'S rights with respect to any liabilities, whether or not liquidated, of PROFESSIONAL to COUNTY theretofore accrued. |
| 26.6 | The duties and obligations imposed by this AGREEMENT and the rights and remedies available hereunder, and, in particular, but without limitation, the warranty, guarantees, and obligations imposed upon PROFESSIONAL and the rights and remedies available to COUNTY shall be in addition to and not limited to any otherwise imposed or available by law. |
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