26-0671-RFQ-CCNA_Draft_Agreement.pdf

RFQ # 26-0671-RFQ-CCNA

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PINELLAS COUNTY GOVERNMENT IS COMMITTED TO PROGRESSIVE PUBLIC POLICY, SUPERIOR PUBLIC SERVICE, COURTEOUS PUBLIC CONTACT, JUDICIOUS EXERCISE OF AUTHORITY AND SOUND MANAGEMENT OF PUBLIC RESOURCES, TO MEET THE NEEDS AND CONCERNS OF OUR CITIZENS TODAY AND TOMORROW.

NON-CONTINUING PROFESSIONAL SERVICES AGREEMENT

RFQ TITLE: New PIE Parking Garage - Owner’s Representative

RFQ CONTRACT NO. 26-0671-RFQ-CCNA

COUNTY PID NO. 002877A

NON-CONTINUING FIRM:

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TABLE OF CONTENTS

TABLE OF CONTENTS

SECTION 1 - INTENT OF AGREEMENT

SECTION 2 - SCOPE OF PROJECT

1. PROJECT DESCRIPTION AND PROFESSIONAL REQUIREMENTS

2. PROJECT PHASES

3. CONSULTING RESPONSIBILITIES

4. GENERAL DESIGN CONDITIONS

5. GOVERNING SPECIFICATIONS REGULATIONS AND PERTINENT DOCUMENTS

SECTION 3 - SERVICES TO BE FURNISHED BY THE OWNER’S REPRESENTATIVE

1. SERVICES

2. CONSTRUCTION PHASE

3. PROVISIONS RELATED TO ALL PHASES

4. COORDINATION WITH UTILITY SERVICES AND AFFECTED PUBLIC AGENCIES

5. WORK RELATED TO PROJECT CHANGE ORDERS

SECTION 4 - SERVICES TO BE FURNISHED BY THE COUNTY

SECTION 5 - PRESENTATIONS, PUBLIC MEETINGS AND TECHNICAL LIAISON

SECTION 6 - PAYMENT GUIDELINES AND CATEGORY OF SERVICES

1. BASIC SERVICES

2. OPTIONAL SERVICES

3. CONTINGENCY SERVICES

4. ADDITIONAL SERVICES

5. INVOICING

SECTION 7 - COMPENSATION TO THE OWNER’S REPRESENTATIVE

SECTION 8 - PERFORMANCE SCHEDULE

SECTION 9 - AUTHORIZATION FOR CONTINGENT OR ADDITIONAL SERVICES

SECTION 10 - FIRMS AND INDIVIDUALS PROVIDING SUBCONSULTING SERVICES

SECTION 11 - SATISFACTORY PERFORMANCE

SECTION 12 - RESOLUTION OF DISAGREEMENTS

SECTION 13 - OWNER’S REPRESENTATIVE’S ACCOUNTING RECORDS

SECTION 14 - OWNERSHIP OF PROJECT DOCUMENTS

SECTION 15 - INSURANCE COVERAGE AND INDEMNIFICATION

SECTION 16 - EQUAL EMPLOYMENT OPPORTUNITY CLAUSE FOR CONTRACTS NOT

SUBJECT TO EXECUTIVE ORDER 11246

SECTION 17 - INDEPENDENT CONTRACTOR STATUS AND COMPLIANCE WITH THE

IMMIGRATION REFORM AND CONTROL ACT OF 1986

SECTION 18 - PROHIBITION AGAINST CONTINGENT FEE

SECTION 19 - TRUTH IN NEGOTIATIONS

SECTION 20 - SUCCESSORS AND ASSIGNS

SECTION 21 - INTEREST ON JUDGMENTS

SECTION 22 - TERMINATION OF AGREEMENT

SECTION 23 - AGREEMENT TERM

SECTION 24 - CONFLICT OF INTEREST

SECTION 25 - ENTIRE AGREEMENT

SECTION 26 - PUBLIC ENTITY CRIMES

SECTION 27 - PUBLIC RECORDS

SECTION 28 - GOVERNING LAW AND AGREEMENT EXECUTION

EXHIBIT A

Scope of Services

EXHIBIT B

Hourly Rate Sheet

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SECTION 1 - INTENT OF AGREEMENT

AGREEMENT FOR OWNER’S REPRESENTATIVE SERVICES FOR

THE NEW PARKING GARAGE AT THE ST. PETE/CLEARWATER INTERNATIONAL AIRPORT (PIE)

This Agreement entered into on the Click or tap to enter a date. between Pinellas County, a political subdivision of the state of Florida, hereinafter referred to as the County, represented by its board of County commissioners, and______, with offices in ______, hereinafter referred to as the Owner’s Representative.

WITNESSETH, that:

WHEREAS, Pinellas County, herein referred to as the County, requires Owner’s Representative services associated with support during the construction of the New PIE Parking Garage in Pinellas County, Florida

WHEREAS, the County desires the Owner’s Representative provide professional services requisite to the development of the project; and

WHEREAS, the Owner’s Representative has expressed the willingness and ability to provide the aforementioned Services; and

NOW THEREFORE, the County and the Owner’s Representative, in consideration of the mutual covenants hereinafter set forth, agree as follows:

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AGREEMENT

SECTION 2 - SCOPE OF PROJECT

1. PROJECT DESCRIPTION AND PROFESSIONAL REQUIREMENTS

For the purposes of this Agreement the term project shall include all areas of proposed improvements, all areas that may reasonably be judged to have an impact on the project, and all project development phases and the services and activities attendant thereto. It is not the intent of this Agreement to identify the exact limits or details involved in providing satisfactorily completed project construction documents. The Owner’s Representative shall provide the following professional services to prepare construction plans, specifications, and complete applications for and receive all federal, state, and local permits required for construction of the project. The project design shall be based on the following data: Exhibit A – Scope of Services attached and incorporated herein as referenced.

Required Deliverables - Refer to Exhibit A

2. PROJECT PHASES

All project phases shall be completed on or before the milestone dates provided in the County approved project design schedule referenced in Exhibit A.

3. CONSULTING RESPONSIBILITIES

A. It is the intention of the County that the Owner’s Representative is held accountable for its work, including checking and plans review, and that submittals are complete.

B. The Owner’s Representative shall be responsible for the accuracy of the work and shall promptly correct its errors and omissions without additional compensation. Acceptance of the work by the County will not relieve the Owner’s Representative of the responsibility for subsequent correction of any errors and the clarification of any ambiguities.

C. The Owner’s Representative represents that it has secured or will secure all personnel necessary to complete this Agreement; none of whom shall be employees of or have any contractual relationship with the County. Primary liaison with the County will be through the Owner’s Representative’s project manager. All of the services required herein will be performed by the Owner’s Representative or under the Owner’s Representative’s supervision, and all personnel engaged in the work shall be fully qualified and shall be authorized or permitted under law to perform such services.

D. The Owner’s Representative shall endorse all reports, calculations, contract plans, and survey data. Services shall be prepared under the direction of an engineer registered in the State of Florida and qualified in the required discipline. Products or services performed or checked shall be signed and sealed by the Owner’s Representative’s Florida registered engineer.

E. The Owner’s Representative shall be responsible for the preparation of a project design schedule, which shows a breakdown of all tasks to be performed, and their relationship in achieving the completion of each phase of work.

A Gantt chart schedule showing overall project time frames should also be prepared. These schedules must be submitted for County approval within 10 days of the initial project notice to proceed. These schedules will be used to verify Owner’s Representative performance in relationship to fees claimed and to allow the County’s project manager to monitor the Owner’s Representative’s efforts. The Owner’s Representative shall be responsible for any updates to these schedules and for documenting in writing to the County any major deviations in the actual versus estimated project time frames.

F. The Owner’s Representative shall respond, in writing, to all review comments made by the County, within 10 days of their receipt, and shall incorporate appropriate design adjustments resulting from the review exchange into the project, in the next scheduled submittal.

4. GENERAL DESIGN CONDITIONS

1. The Owner’s Representative shall coordinate and solicit appropriate input, with the knowledge of the County.

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2. All design data, plans, and drawings shall be delivered electronically as a PDF and .DXF or .DWG utilizing Civil 3D in accordance with the County’s CAD standards. Microsoft Word and Excel originals should be submitted as appropriate.

3. The Owner’s Representative shall develop acceptable alternates to any and all design recommendations that may be declared unacceptable.

5. GOVERNING SPECIFICATIONS REGULATIONS AND PERTINENT DOCUMENTS

1. The project shall be designed by the Owner’s Representative in accordance with applicable industry standards.

The Owner’s Representative shall be responsible for utilizing and maintaining current knowledge of any laws, ordinances, codes, rules, regulations, standards, guidelines, special conditions, specifications, or other mandates relevant to the project or the services to be performed.

2. The Owner’s Representative and their Subcontractor(s) must register with and use the E-verify system in accordance with Florida Statute 448.095. The County will verify the work authorization of the Owner’s Representative and Subcontractor. A Owner’s Representative and Subcontractor may not enter into a contract with the County unless each party registers with and uses the E-verify system.

If a Owner’s Representative enters a contract with a Subcontractor, the Subcontractor must provide the Owner’s Representative with an affidavit stating that the Subcontractor does not employ, contract with, or subcontract with unauthorized aliens. The Owner’s Representative must maintain a copy of the affidavit for the duration of the contract.

If the County, Owner’s Representative, or Subcontractor has a good faith belief that a person or entity with which it is contracting has knowingly violated Florida Statute 448.09(1) they shall immediately terminate the contract with the person or entity.

If the County has a good faith belief that a Subcontractor knowingly violated this provision, but the Owner’s Representative otherwise complied with this provision, the County will notify the Owner’s Representative and order that the Owner’s Representative immediately terminate the contract with the Subcontractor

A contract terminated under the provisions of this section is not a breach of contract and may not be considered such. Any contract termination under the provisions of this section may be challenged to Section 448.095(2)(d), Florida Statute. Owner’s Representative acknowledges upon termination of this agreement by the County for violation of this section by Owner’s Representative, Owner’s Representative may not be awarded a public contract for at least 1 year. Owner’s Representative acknowledges that Owner’s Representative is liable for any additional costs incurred by the County as a result of termination of any contract for a violation of this section.

Owner’s Representative or Subcontractor shall insert in any subcontracts the clauses set forth in this section, requiring the subcontracts to include these clauses in any lower tier subcontracts. Owner’s Representative shall be responsible for compliance by any Subcontractor or Lower Tier Subcontractor with the clause set for in this section.

3. Owner’s Representative acknowledges and warrants that all digital content and services provided under this contract conforms and shall continue to conform during the Term of this Agreement to the W3C Web Content Accessibility Guidelines, version 2.0 (“WCAG 2.0”) at conformance Level A and AA. If all digital content and services does not fully conform to WCAG 2.0 A and AA, Supplier shall advise Pinellas County in writing of the nonconformance prior to execution of this Agreement and shall provide Pinellas County a plan to achieve conformance to WCAG 2.0 A and AA, including but not limited to, an intended timeline for conformance. Failure to achieve conformance, as determined in Pinellas County’s sole discretion, on its intended timeline shall be considered a material breach of this Agreement and grounds for termination by Pinellas County.

If during the Term of this Agreement, Owner’s Representative fails to maintain compliance with WCAG 2.0 A and AA or Pinellas County otherwise identifies an issue related to accessibility of the product (the “Accessibility Issue”) that renders the product inaccessible, then Pinellas County shall notify Owner’s Representative of non-compliance. Within 30 days of Owner’s Representative’s receipt of a non-compliance notice (“Notice”), Owner’s Representative and Pinellas County shall meet and mutually agree upon an appropriate timeline for resolution of the Accessibility Issue(s) (“Initial Meeting”).

Should Owner’s Representative:

i. fail to acknowledge receipt of the notice within 30 days of receipt of the Notice;

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ii. unreasonably and solely withhold agreement regarding a timeline for resolution for more than 30 days following the Initial Meeting; or

iii. fail to materially resolve the Accessibility Issue(s) within the agreed-upon timeline, Failure to comply with the requirements of this section shall constitute a material breach of this Agreement and shall be grounds for termination of this Agreement.

SECTION 3 - SERVICES TO BE FURNISHED BY THE OWNER’S

REPRESENTATIVE

1. SERVICES

A. SEE EXHIBIT A – SCOPE OF SERVICES.

2. CONSTRUCTION PHASE

All contact and/or communication from the Owner’s Representative to the Contractor shall be coordinated with the knowledge of the County.

A. Construction Consultation Services

1. Processing, review, approval and distribution of shop drawings, product data, samples and other submittals required by the Contract Documents.

2. Maintenance of master file of submittals with duplicate for County.

3. Construction Field Observation Services consisting of visits to the site as frequent as necessary, but not less than once every week and upon construction completion, to become generally familiar with the progress and quality of the work and to determine in general if the work is proceeding in accordance with the Contract Documents, prepare related reports and communications, and to certify that permit conditions have been met satisfactorily. Provide written report of each visit. This field observation requirement shall include any sub-Owner’s Representatives at appropriate construction points.

4. Review for comment or approval any and all proposal requests, supplemental drawings and information.

5. Review for correctness Contractor’s pay requests for the County.

6. Prepare, reproduce and distribute supplemental drawings, specifications and interpretations in response to requests for clarification by the Contractor or the County as required by construction exigencies.

Response to any request must be received by the County within 24 hours of request, or the next available working day when the request is prior to a weekend or holiday.

7. Review, upon notice by the Contractor, that work is ready for final inspection and acceptance.

8. Notify the County of any deficiencies found in follow-up reviews.

9. Evaluate all testing results and make recommendations to the County.

10. Assist in the establishment by the County of programs of operation and maintenance of the physical plant and equipment.

11. Arrange for and coordinate instructions on operations and maintenance of equipment in conjunction with manufacturer’s representatives.

12. Prepare an operation and maintenance manual for the County’s use.

13. Assistance in the training of the facility operation and maintenance personnel in proper operations, schedules, procedures and maintenance inventory.

14. Prepare as-built record drawings, based on the as-built survey furnished by the Contractor including significant changes in the work made during construction. The Owner’s Representative will provide signed and sealed digital copies of the as-built record construction documents.

15. Transmit certified as-built record drawings and general data, appropriately identified, to the County within 30 days following completion of construction.

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16. Consult with, and recommend solutions to, the County during the duration of warranties in connection with inadequate performance of materials, systems, and equipment under warranty.

17. Review facilities or equipment prior to expiration of warranty period(s) to ascertain adequacy of performance, materials, systems and equipment.

18. Document noted defects or deficiencies and assist the County in preparing instructions to the Contractor for correction of noted defects.

19. The Contractor shall provide the Owner’s Representative with all the required project close-out materials for Owner’s Representative’s use in the warranty period services.

20. The Contractor shall have prime responsibility in the warranty period for all services herein. The Owner’s Representative shall assist, consult, observe review and document as noted.

3. PROVISIONS RELATED TO ALL PHASES

1. The Owner’s Representative will investigate and confirm in writing to the County, to the best of the Owner’s

Representative’s knowledge, conformance with all applicable local public and utility regulations.

2. The Owner’s Representative will coordinate work designed by various disciplines.

3. The Owner’s Representative shall submit to the County design notes and computations to document the design conclusions reached during the development of the construction plans.

a. Design notes and computations shall be submitted to the County with the design development review plans.

When the plans are submitted for final review, the design notes and computations corrected for any County comments shall be resubmitted. At the project completion, a final set of the design notes and computations, properly endorsed by the Owner’s Representative, shall be submitted with the record set of plans and tracings.

b. The design notes and calculations shall include, but not be limited to, the following data:

1) Design criteria used for the project.

2) Roadway geometric calculations

3) Structural calculations.

4) Drainage calculations.

5) Traffic design calculations

6) Traffic control calculations

7) Calculations as required by provisions of the Florida Energy Conservation Manual (Department of General Services), latest revision.

8) Calculations showing probable cost comparisons of various alternatives considered.

9) Documentation of decisions reached resulting from meetings, telephone conversations or site visits.

10) Other project-related correspondences as appropriate.

4. Each set of plans for the project shall be accurate, legible, complete in design, suitable for bidding purposes and drawn to scales acceptable to the County. The completed plans shall be furnished on reproducible material and in a format, which is acceptable to the County.

5. The Owner’s Representative shall make such reviews, visits, attend such meetings and conferences and make such contacts as are necessary for the proper preparation of plans and specifications for the project.

6. The County in no way obligates itself to check the Owner’s Representative’s work and further is not responsible for maintaining project schedules.

7. Other Owner’s Representative responsibilities shall be as listed below:

a. Provide necessary sealed drawings to obtain building permits or any utility permit.

b. Assist the County in Contractor claims and/or litigation.

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c. Review the Adequacy and completeness of documents submitted by the Contractor to protect the County against claims by suppliers or third parties.

8. The Owner’s Representative must be familiar with the intent, thoroughness, safety factors and design assumptions of all structural calculations.

9. All work prepared and/or submitted shall be reviewed and checked by a Owner’s Representative (Architect/Engineer) registered in Florida. All plans shall be signed and sealed by the Professional Owner’s Representative in responsible charge.

4. COORDINATION WITH UTILITY SERVICES AND AFFECTED PUBLIC AGENCIES

1. The requirements of the various utility services shall be recognized and properly coordinated with the project design.

2. Drainage investigations and drainage design shall be coordinated with any city or drainage district that may be affected by or have an effect on the project.

5. WORK RELATED TO PROJECT CHANGE ORDERS

The Owner’s Representative will perform all work required in connection with County project change orders in a timely manner in accordance with the time frames set out in this section. This work may include services in connection with both the development of potential change orders to the project, as well as consideration of submissions by a County Contractor, including review of Contractor price quote packages for County requested change orders. Change order related services may include, but are not limited to, response to new design requirements or changes in regulatory requirements or field conditions, review of documentation to identify ambiguities, requesting missing or needed information, evaluation of overall impacts to the project, and making recommendations regarding the reasonableness and appropriateness of schedules and costs.

For design work, or other services as assigned, needed in preparation of a potential County change order, Owner’s Representative must prepare all documents and materials in sufficient detail and in such a manner that they can be efficiently reviewed by County’s Contractor for the preparation of a detailed price quote, and so that the Contractor’s price quote can be expeditiously evaluated for conformance with all stated requirements.

When the County is in receipt of a price quote from a Contractor for a County requested change order, the Owner’s Representative must fully review all submitted materials and provide a response in writing recommending acceptance or rejection within 7 calendar days. If the Owner’s Representative recommends rejection of the Contractor’s submittal, the Owner’s Representative must provide a detailed written response identifying the specific deficiencies and needed corrections.

All deliverables for work related to change orders must be submitted to the County within 7 calendar days, except that work required in response to a price quote received from a County Contractor for a County requested change order must be completed within 5 business days. The County may request an earlier deadline for specific submittals depending on the circumstances, in which case Owner’s Representative must use its best efforts to submit deliverables in the time frames requested.

At the County’s request, Owner’s Representative may be required to apportion proposed change order designs into phased or segmented groups to ensure each proposal can be administratively processed in accordance with County requirements.

In the event Owner’s Representative fails to fully comply with the requirements of this section, the Owner’s Representative will be liable to the County for damages or expenses resulting from a change order becoming deemed approved by operation of statute.

SECTION 4 - SERVICES TO BE FURNISHED BY THE COUNTY

The County shall provide the following for the Owner’s Representative’s use and guidance:

A. Copies of existing maps, existing aerial photographs, as-built construction plans and data pertinent to the project design, which the County may have in its possession.

B. Reproducibles of the County Engineering Department Standard Drawings applicable to the project.

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C. Sample copies of the County standard contract documents and specifications.

D. Preparation of legal (front-end) section of the specifications.

SECTION 5 - PRESENTATIONS, PUBLIC MEETINGS AND TECHNICAL LIAISON

The following services shall be provided at no additional cost to the County:

1. Prior to the commencement of design activities, the County will conduct with the Owner’s Representative a pre-design conference for the purpose of discussing issues relative to the project, plans preparation and submittal procedures and to convey to the Owner’s Representative such items provided for under Section 4 as may be required and available at that time.

2. The Owner’s Representative shall make presentations to the County’s Department Director or designee as often as reasonably requested and at any point in the project development should issues arise which make additional presentations other than those listed elsewhere in this Agreement, in the County’s best interest.

3. The Owner’s Representative shall participate in monthly project conferences with County staff personnel. The meetings will be scheduled by the County at a location provided by the County.

4. The Owner’s Representative shall attend, as technical advisor to the County all meetings or hearings conducted by permitting agencies or public bodies in connection with any permit required for the construction of the project, and shall prepare all presentation aids, documents and data required in connection with such meetings or hearings, and at the discretion of the County, shall either plead the County’s case or provide engineering and technical assistance to the County in its pleading of the case.

5. The Owner’s Representative shall keep accurate minutes of all meetings and distribute copies to all attending.

These meetings shall be set up through the County and appropriate County staff shall attend.

SECTION 6 - PAYMENT GUIDELINES AND CATEGORY OF SERVICES

1. BASIC SERVICES

The services described and provided for under Sections 2, 3 and Exhibit A shall constitute the Basic Services to be performed by the Owner’s Representative under this Agreement.

2. OPTIONAL SERVICES

Services noted in Exhibit A of this Agreement as “Optional” shall constitute the Optional Services to be performed by the Owner’s Representative under this Agreement. Optional Services shall be rendered by the Owner’s Representative only upon written authorization by the County’s Department Director or designee.

3. CONTINGENCY SERVICES

When authorized in writing by the County’s Department Director or designee, the Owner’s Representative shall furnish services resulting from unforeseen circumstances not anticipated under Basic Services due to minor changes in the project scope.

Compensation for any Contingency Services assignments shall be negotiated between the County and the Owner’s Representative at the time the need for services becomes known.

4. ADDITIONAL SERVICES

When executed by the County Administrator or Board of County Commissioners as an amendment to this Agreement, the Owner’s Representative shall provide such additional services as may become necessary because of changes in the Scope of project. Additional Services shall be classified as any change beyond the Contingency Services upset limit for compensation.

5. INVOICING

The Owner’s Representative may submit invoices for fees earned on a monthly basis. Such invoicing shall be supported by a Progress Report showing the actual tasks performed and their relationship to the percentage of fee claimed for each phase. Billings within each phase of work shall be for the percentage of work effort completed to date for that phase. The County shall make payments to the Owner’s Representative for work performed in accordance with the Local Government Prompt Payment Act, Section 218.70 et. seq., F.S.

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The following services shall be considered reimbursable services and may be filled in full upon their completion and acceptance. The Owner’s Representative shall provide copies of supporting receipts/invoices/billing documentation.

Self-performed reimbursable work shall be reimbursed at the firm’s standard hourly rates for all related services. A breakdown of man hours and billing rates shall be provided with each invoice. An hourly rate sheet is attached (Exhibit B).

A. Soil Analysis/Geotechnical Investigations.

B. Contamination Assessments/Hazardous Material Analysis (if required).

C. Aerial Photography (if required).

D. Payment of the Public Information Meeting Advertisements, if required.

E. Payment of the Court Reporter for public meetings, if required.

F. Printing and Binding Services.

Should an invoiced amount for fees earned appear to exceed the work effort believed to be completed, the County may, prior to processing of the invoice for payment, require the Owner’s Representative to submit satisfactory evidence to support the invoice.

All progress reports shall be mailed to the attention of the designated Project Manager.

OWNER’S REPRESENTATIVE shall submit invoices for payment due as provided herein with such documentation as required by Pinellas County and all payments shall be made in accordance with the requirements of Section 218.70

et. seq, Florida Statutes, “The Local Government Prompt Payment Act.” Invoices shall be submitted to the address below unless instructed otherwise on the purchase order, or if no purchase order, by the ordering department:

Finance Division Accounts Payable

Pinellas County Board of County Commissioners

P. O. Box 2438

Clearwater, FL 33757

Each invoice shall include, at a minimum, the Owner’s Representative’s name, contact information and the standard purchase order number. The County may dispute any payments invoiced by OWNER’S REPRESENTATIVE in accordance with the County’s Dispute Resolution Process for Invoiced Payments, established in accordance with Section 218.76, Florida Statutes, and any such disputes shall be resolved in accordance with the County’s Dispute Resolution Process.

Fees for contingent or additional services authorized shall be invoiced separately, and shall be due and payable in full upon the presentation of satisfactory evidence that the corresponding services have been performed.

SECTION 7 - COMPENSATION TO THE OWNER’S REPRESENTATIVE

1. For the basic services provided for in this Agreement, as defined in Section 3.1, the County agrees to pay the Owner’s

Representative as follows:

A Lump Sum Fee of: for the Task 1 – General Task Phase of the project.

A Lump Sum Fee of: for the Task 2 - Phase of the project.

A Lump Sum Fee of: for the Task 3 –Phase of the project.

A Lump Sum Fee of: for the Task 4 –Phase of the project.

A Lump Sum Fee of: for the Task 5 –Phase of the project

A Lump Sum Fee of: for the Task 6 –Phase of the project

A Lump Sum Fee of: for the Task 7 –Phase of the project

The above fees shall constitute the total not to exceed amount of $ to the Owner’s Representative for the performance of Basic Services. All man hours are billed per the established and agreed hourly rates. The hourly rates are fully loaded and include all labor, overhead, expenses and profit of any nature including travel within the Tampa

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Bay Metropolitan Statistical area. Travel outside of the Tampa Bay Metropolitan Statistical Area will be reimbursed in accordance with Section 112.061 F.S. and/or the County Travel Policy, as approved by the County.

2. For the OPTIONAL SERVICES provided for in the Agreement, as defined in Exhibit A, the County agrees to pay the Owner’s Representative as follows:

A Lump Sum Fee of: $ .

3. For any CONTINGENCY SERVICES performed, the County agrees to pay the Owner’s Representative, a negotiated fee based on the assignment, up to a maximum amount not to exceed $______ for all assignments performed.

4. Total agreement not-to-exceed amount $ .

5. For any ADDITIONAL SERVICES, the County agrees to pay the Owner’s Representative a negotiated total fee based on the work to be performed as detailed by a written amendment to this Agreement.

6. In the event that this Agreement is terminated under the provisions of this contract the total and complete compensation due the Owner’s Representative shall be as established by the County based on the County’s determination of the percentage of work effort completed to date of termination.

SECTION 8 - PERFORMANCE SCHEDULE

Time is of the essence in this Agreement. The Owner’s Representative shall plan and execute the performance of all services provided for in this Agreement in such manner as to ensure their proper and timely completion in accordance with the following schedule:

1. The services to be rendered by the Owner’s Representative shall be commenced upon receipt from the County of written “NOTICE TO PROCEED.”

2. All project phases shall be completed on or before the milestone dates provided in the County approved project design schedule referenced in 2.3 E.

3. The Owner’s Representative shall not be held responsible for delays in the completion of the project design when the County causes such delays. The County reviews related to the above submittals shall not exceed 21 days.

SECTION 9 - AUTHORIZATION FOR CONTINGENT OR ADDITIONAL SERVICES

1. The contingency services provided for under this Agreement shall be performed only upon prior written authorization from the Department Director or designee.

2. The additional services provided for under this Agreement shall be performed only upon approval of the County Administrator or Board of County Commissioners.

3. The Owner’s Representative shall perform no services contemplated to merit compensation beyond that provided for in this Agreement unless such services, and compensation, therefore, shall be provided for by appropriate written authorization or amendment(s) to this Agreement.

SECTION 10 - FIRMS AND INDIVIDUALS PROVIDING SUBCONSULTING

SERVICES

The County reserves the right to review the qualifications of any and all subcontractor, and to reject any subcontractor in a proper and timely manner, deemed not qualified to perform the services for which it shall have been engaged. Any subcontractor not listed as part of the prime Owner’s Representative’s team at time of award must be approved by the Director of Purchasing prior to performing any service.

SECTION 11 - SATISFACTORY PERFORMANCE

All services to be provided by the Owner’s Representative under the provisions of this Agreement, including services to be provided by subcontractors, shall be performed to the reasonable satisfaction of the County’s Department Director or designee.

SECTION 12 - RESOLUTION OF DISAGREEMENTS

1. The County shall reasonably decide all questions and disputes, of any nature whatsoever, that may arise in the execution and fulfillment of the services provided for under this Agreement.

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2. The decision of the County upon all claims, questions, disputes and conflicts shall be final and conclusive, and shall be binding upon all parties to this Agreement, subject to judicial review.

SECTION 13 - OWNER’S REPRESENTATIVE’S ACCOUNTING RECORDS

1. Records of expenses pertaining to all services performed shall be kept in accordance with generally accepted accounting principles and procedures.

2. The Owner’s Representative’s records shall be open to inspection and subject to examination, audit, and/or reproduction during normal working hours by the County’s agent or authorized representative to the extent necessary to adequately permit evaluation and verification of any invoices, payments or claims submitted by the Owner’s Representative or any of his payees pursuant to the execution of the Agreement. These records shall include, but not be limited to, accounting records, written policies and procedures, subOwner’s Representative files (including proposals of successful and unsuccessful bidders), original estimates, estimating worksheets, correspondence, change order files (including documentation covering negotiated settlements), and any other supporting evidence necessary to substantiate charges related to this Agreement. They shall also include, but not be limited to, those records necessary to evaluate and verify direct and indirect costs (including overhead allocations) as they may apply to costs associated with this Agreement. The County shall not audit payroll and expense records on task assignments paid by lump sum fee.

3. For the purpose of such audits, inspections, examinations and evaluations, the County’s agent or authorized representative shall have access to said records from the effective date of the Agreement, for the duration of work, and until 5 years after the date of final payment by the County to the Owner’s Representative pursuant to this Agreement.

4. The County’s agent or authorized representative shall have access to the Owner’s Representative’s facilities and all necessary records in order to conduct audits in compliance with this Section. The County’s agent or authorized representative shall give the Owner’s Representative reasonable advance notice of intended inspections, examinations, and/or audits.

SECTION 14 - OWNERSHIP OF PROJECT DOCUMENTS

Upon completion or termination of this Agreement, all records, documents, tracings, plans, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by the Owner’s Representative under this Agreement shall be delivered to and become the property of the County. The Owners Representative, at its own expense, may retain copies for its files and internal use. The County shall not reuse any design plans or specifications to construct another project at the same or a different location without the Owners Representative’s specific written verification, adaptation or approval.

SECTION 15 - INSURANCE COVERAGE AND INDEMNIFICATION

1. The Owners Representative must maintain insurance in at least the amounts required in the Request for Qualification throughout the term of this contract. The Owners Representative must provide a Certificate of Insurance in accordance with Insurance Requirements of the Request for Qualification, evidencing such coverage prior to issuance of a purchase order or commencement of any work under this Contract. See Section C Insurance Requirements – Attached.

2. If the Owners Representative is an individual or entity licensed by the State of Florida who holds a current certificate of registration or is qualified under Chapter 481, Florida Statutes, to practice architecture or landscape architecture, under Chapter 472, Florida Statutes, to practice land surveying and mapping, or under Chapter 471, Florida Statutes, to practice engineering, and who enters into a written agreement with the County relating to the planning, design, construction, administration, study, evaluation, consulting, or other professional and technical support services furnished in connection with any actual or proposed construction, improvement, alteration, repair, maintenance, operation, management, relocation, demolition, excavation, or other facility, land, air, water, or utility development or improvement, the Owners Representative will indemnify and hold harmless the County, and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct, or for any violation of requirements of the Americans with Disabilities Act of 1990, as may be amended, and all rules and regulations issued pursuant thereto (collectively the “ADA”) of the Owner’s Representative and other persons employed or utilized by the Owner’s Representative in the performance of the Agreement.

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SECTION 16 - EQUAL EMPLOYMENT OPPORTUNITY CLAUSE FOR CONTRACTS

NOT SUBJECT TO EXECUTIVE ORDER 11246

In carrying out the contract, the Owner’s Representative shall not discriminate against employee or applicant for employment because of race, color, religion, sex or national origin.

SECTION 17 - INDEPENDENT CONTRACTOR STATUS AND COMPLIANCE WITH

THE IMMIGRATION REFORM AND CONTROL ACT OF 1986

Owner’s Representative acknowledges that it is functioning as an independent Owner’s Representative in performing under the terms of this Agreement, and it is not acting as an employee of County. Owner’s Representative acknowledges that it is responsible for complying with the provisions of the Immigration Reform and Control Act of 1986, located at 8 U.S.C. Section 1324, et seq., and regulations relating thereto. Failure to comply with the above provisions of this contract shall be considered a material breach and shall be grounds for immediate termination of the contract.

SECTION 18 - PROHIBITION AGAINST CONTINGENT FEE

The Owner’s Representative warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the Owner’s Representative to solicit or secure this Agreement, and that he has not paid or agreed to pay any person, company, corporation, individual, or firm other than a bona fide employee working solely for the Owner’s Representative, any fee, commission, percentage, gift or any other consideration, contingent upon or resulting from the award or making of this Agreement.

SECTION 19 - TRUTH IN NEGOTIATIONS

By execution of this Agreement, the Owner’s Representative certifies to truth-in-negotiations and that wage rates and other factual unit costs supporting the compensation are accurate, complete and current at the time of contracting.

Further, the original contract amount and any additions thereto shall be adjusted to exclude any significant sums where the County determines the contract price was increased due to inaccurate, incomplete or non-current wage rates and other factual unit costs. Such adjustments must be made within 1 year following the end of the contract.

SECTION 20 - SUCCESSORS AND ASSIGNS

The Owner’s Representative shall not assign, sublet, or transfer his interest in this Agreement without the written consent of the County.

SECTION 21 - INTEREST ON JUDGMENTS

In the event of any disputes between the parties to this Agreement, including without limitation thereto, their assignees and/or assigns, arising out of or relating in any way to this Agreement, which results in litigation and a subsequent judgment, award or decree against either party, it is agreed that any entitlement to post judgment interest, to either party and/or their attorneys, shall be fixed by the proper court at the rate of 5%, per annum, simple interest. Under no circumstances shall either party be entitled to pre-judgment interest. The parties expressly acknowledge and, to the extent allowed by law, hereby opt out of any provision of federal or state statute not in agreement with this paragraph.

SECTION 22 - TERMINATION OF AGREEMENT

1. The County reserves the right to cancel this Agreement, without cause, by giving 30 days prior written notice to the

Owner’s Representative of the intention to cancel. Failure of the Owner’s Representative to fulfill or abide by any of the terms or conditions specified shall be considered a material breach of contract and shall be cause for immediate termination of the contract at the discretion of County. Alternatively, at the County’s discretion, the County may provide to Owner’s Representative 30 days to cure the breach. Where notice of breach and opportunity to cure is given, and Owner’s Representative fails to cure the breach within the time provided for cure, County reserves the right to treat the notice of breach as notice of intent to cancel the Agreement for convenience.

2. If County terminates the Agreement for convenience, other than where the Owner’s Representative breaches the Agreement, the Owner’s Representative’s recovery against the County shall be limited to that portion of the Owner’s Representative’s compensation earned through date of termination, together with any costs reasonably incurred by the Owner’s Representative that are directly attributable to the termination. The Owner’s Representative shall not be entitled to any further recovery against the County, including but not limited to anticipated fees or profit on work not required to be performed.

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3. Upon termination, the Owner’s Representative shall deliver to the County all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement.

4. In the event that conditions arise, such as lack of available funds, which in the County’s opinion make it advisable and in the public interest to terminate this Agreement, it may do so upon written notice.

SECTION 23 - AGREEMENT TERM

1. This Agreement will become effective on the date of execution first written above and shall remain in effect for a total of consecutive calendar days (_____ days Design Phase, ___ days Construction Phase) from the commencement date on the Notice to Proceed, unless terminated at an earlier date under other provisions of this Agreement, or unless extended for a longer term by amendment.

SECTION 24 - CONFLICT OF INTEREST

1. By accepting award of this Contract, the Owner’s Representative, which shall include its directors, officers and employees, represents that it presently has no interest in and shall acquire no interest in any business or activity which would conflict in any manner with the performance of services required hereunder, including as described in the Owner’s Representative’s own professional ethical requirements. An interest in a business or activity which shall be deemed a conflict includes but is not limited to direct financial interest in any of the material and equipment manufacturers suppliers, distributors, or contractors who will be eligible to supply material and equipment for the project for which the Owner’s Representative is furnishing its services required hereunder.

2. If, in the sole discretion of the County Administrator or designee, a conflict of interest is deemed to exist or arise during the term of the contract, the County Administrator or designee may cancel this contract, effective upon the date so stated in the Written Notice of Cancellation, without penalty to the County.

SECTION 25 - ENTIRE AGREEMENT

This Agreement represents, together with all Exhibits and Appendices, the entire written Agreement between the County and the Owner’s Representative and may be amended only by written instrument signed by both the County and the Owner’s Representative.

SECTION 26 - PUBLIC ENTITY CRIMES

Owner’s Representative is directed to the Florida Public Entity Crime Act, Fla. Stat. 287.133, and Fla. Stat. 287.135 regarding Scrutinized Companies, and Owner’s Representative agrees that its bid and, if awarded, its performance of the agreement will comply with all applicable laws including those referenced herein. Owner’s Representative represents and certifies that Owner’s Representative is and will at all times remain eligible to bid for and perform the services subject to the requirements of these, and other applicable, laws. Owner’s Representative agrees that any contract awarded to Owner’s Representative will be subject to termination by the County if Owner’s Representative fails to comply or to maintain such compliance.

SECTION 27 - PUBLIC RECORDS

Owner’s Representative acknowledges that information and data it manages as part of the services may be public records in accordance with Chapter 119, Florida Statutes and Pinellas County public records policies. Owner’s Representative agrees that prior to providing services it will implement policies and procedures to maintain, produce, secure, and retain public records in accordance with applicable laws, regulations, and County policies, including but not limited to the Section 119.0701, Florida Statutes. Notwithstanding any other provision of this Agreement relating to compensation, the Owner’s Representative agrees to charge the County, and/or any third parties requesting public records only such fees allowed by Section 119.07, Florida Statutes, and County policy for locating and producing public records during the term of this Agreement.

OWNER’S REPRESENTATIVE’S DUTY:

If the Owner’s Representative has questions regarding the application of Chapter 119, Florida Statutes, to the Owner’s Representative’s duty to provide public records relating to this agreement, the Owner’s Representative shall contact:

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Pinellas County Board of County Commissioners Purchasing and Risk Management Division 400 S. Ft. Harrison Ave, 6th Floor, Clearwater, FL 33756

Public Records Liaison Phone : 727-464-5139 Email : wharvey@pinellas.gov mailto:wharvey@pinellas.gov

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SECTION 28 - GOVERNING LAW AND AGREEMENT EXECUTION

This Agreement shall be governed by the laws of the State of Florida.

IN WITNESS WHEREOF, the parties herein have executed this Agreement as of the day and year first written above.

PINELLAS COUNTY, FLORIDA, a OWNER’S REPRESENTATIVE:

Political subdivision of the State of

Florida, by and through its

Board Of County Commissioners

Chairman Authorized Signature

Date: _____________________________ _________________________________

Printed Authorized Signature

ATTEST: Ken Burke, Clerk of the Circuit

Court _________________________________

_________________________________ Title Authorized Signature

Deputy Clerk

Date: ____________________________

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EXHIBIT A

Scope of Services

PAGE INTENTIONALLY LEFT BLANK

(Document to be Provided Prior to Agreement Execution)

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EXHIBIT B

Hourly Rate Sheet

PAGE INTENTIONALLY LEFT BLANK

(Document to be Provided Prior to Agreement Execution)