8-I. SAMPLE AGREEMENT - CCNA - TASK ORDERS 103025.pdf

PASCO COUNTY PROFESSIONAL SERVICES AGREEMENT

THIS PROFESSIONAL SERVICES AGREEMENT (hereinafter referred to as “Agreement") by and between Pasco County, Florida, a political subdivision of the State of Florida, acting by and through its Board of County Commissioners (hereinafter referred to as "County"), and ________________________ a Florida for-profit corporation licensed in the State of Florida, whose address is ________________________________ (hereinafter referred to as "Consultant").

RECITALS:

WHEREAS, the County issued a Request for Statements of Qualifications (RSQ-TPR-26- 031), together with any addenda (“RSQ”) for Engineering and Architectural Continuing Service Agreement, to secure an experienced Consultant to render mechanical engineering, electrical engineering, and architecture; and

WHEREAS, the Consultant submitted a response to the RSQ which was deemed by the County as responsive and responsible; and

WHEREAS, the Consultant desires to render certain architectural, engineering, and related services as defined in the Agreement and as more fully described in specific Task Orders that will be separately executed under this Agreement, and the Consultant hereby certifies it has the qualifications, experience, staff, and resources to perform those services; and

WHEREAS, the selection and engagement of the Consultant has been made by the County based on the Consultant’s response to the RSQ and the County’s solicitation process, and in accordance with the provisions of the Consultant's Competitive Negotiation Act, Section 287.055, Florida Statutes; and

WHEREAS, the Consultant hereby certifies that it has been granted and possesses a valid, current license to do business in the State of Florida and in Pasco County, Florida, issued by those state boards and/or governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the Consultant pursuant to this Agreement; and

WHEREAS, the Consultant has been informed of and has reviewed the professional services required to be performed pursuant to this Agreement and is qualified, willing, and able to provide and perform all such services in accordance with the provisions, conditions, and terms hereinafter set forth in this Agreement and any executed Task Orders and Change Orders; and

NOW, THEREFORE, in consideration of the mutual covenants, terms, and provisions contained herein, the parties, as indicated by their respective execution of this Agreement, agree that a Contract shall exist between the County and the Consultant specifically consisting of:

SECTION 1 – DEFINITIONS

The following definition of terms associated with this Agreement is provided to establish a common understanding between both parties to this Agreement as to the intended usage, application, interpretation, and meaning of such terms as they appear throughout this Agreement.

1.1 – COUNTY

The term County shall refer to the Board of County Commissioners of Pasco County, a political subdivision of the State of Florida, and any official and/or employee thereof who shall be duly authorized to act on the County’s behalf relative to this Agreement.

1.2 - COUNTY ADMINISTRATOR

The term County Administrator shall refer to the County Administrator of Pasco County, Florida, acting directly or through duly authorized representatives, which representatives are acting exclusively within the scope of the duties and authority assigned to them as set forth in this Agreement and pursuant to the Purchasing Ordinance of Pasco County, Florida.

1.3 – CONSULTANT

The term Consultant shall refer to the individual, company, or firm that will offer the Consultant Services which, by execution of this Agreement, shall be legally obligated, responsible, and liable for providing and performing any and all of the work, materials, and/or services including work and materials required under the covenants, terms, and provisions contained in this Agreement and any and all Modifications, Task Orders, or Change Orders issued pursuant thereto.

1.4 – CONSULTANT SERVICES

The term Consultant Services or Services shall refer to all the work, materials, and services, and all related professional, technical, and administrative activities which are necessary to be provided and performed by the Consultant, its employees, and any subconsultants that the Consultant may engage to provide, perform, and complete the services required pursuant to the provisions of this Agreement, any Task Order, and as authorized under the Consultants’ Competitive Negotiation Act (“CCNA”).

The County requires a qualified mechanical engineer, electrical engineer, and architect to provide ongoing professional services related to the maintenance and improvement of public facilities for projects with a construction budget of less than $7.5 million, throughout the County.

The work will be assigned on a Task Order basis as requested by the County in the County’s sole discretion.

1.5 – SUBCONSULTANT

The term Subconsultant shall refer to any individual, company, or firm offering Consultant Services that is engaged by the Consultant to assist the Consultant in providing and performing the Consultant Services for which the Consultant is contractually obligated, responsible, and liable to provide and perform pursuant to the provisions of this Agreement. The use of any Subconsultant(s) must be approved in writing by the County Administrator or his designee before such Subconsultant(s) may be retained by the Consultant.

The County shall not be a party to, responsible or liable for, or assume any obligation whatsoever for any agreement or contract entered into between the Consultant and any Subconsultant.

1.6 – ADDITIONAL SERVICES

The term Additional Services shall refer to such Consultant Services the County may request or authorize the Consultant to provide or perform relative to this Agreement which are not included in the Agreement or Task Order. Additional Services shall be authorized by the execution of both parties to this Agreement of a Modification, a new Task Order, or a Change Order. Additional Services shall constitute a continuation of the Consultant Services under this Agreement and shall be provided and performed in accordance with the covenants, terms, and provisions set forth in this Agreement.

1.7 – MODIFICATION

The term Modification shall refer to a written document executed by both the County and the Consultant setting forth and authorizing Consultant Services or tasks which were not set forth in and are supplemental to this Agreement.

The amount of the change in contract compensation and time set forth in any Modification(s) executed and issued under this Agreement shall be understood and agreed by both the County and the Consultant to be fair, equitable, and adequate, and to represent the total of all costs associated with said Modification.

1.8 – TASK ORDER

The term Task Order shall refer to a written document executed by both parties to this Agreement, for which an individual Notice to Proceed may be issued that delineates a fixed number of days for completion of the specified Consultant Services, tasks, or scope of work set forth in the Task Order.

Through a properly executed Task Order and Notice to Proceed, the County provides authorization and notification to the Consultant to proceed to provide or perform certain Consultant Services, tasks, or work pursuant to the scope of Consultant’s Services set forth in the Task Order and this Agreement. In the event that federal or state funding is ascertained, such additional state or federal provisions may be included in a Task Order as necessary. Each Task Order shall be limited to the monetary thresholds set forth in section 287.055, Florida Statutes (the CCNA).

All terms in this Agreement shall be incorporated by reference in each executed Task Order, unless specifically altered, superseded, or modified. In the event of any conflict, the provisions of this Agreement will control over the conflicting provisions of any Task Order. Each fully executed Task Order shall become a supplement to and a part of this Agreement.

1.9 – CHANGE ORDER

The term Change Order shall refer to a written document executed by both the COUNTY and the Consultant setting forth and authorizing changes to the agreed-upon scope of Consultant Services, compensation, method of payment, time and schedule of performance, or project guidelines and criteria as such were set forth and agreed to in the Task Order(s), or previous Change Order(s) issued thereto. The Change Order document shall set forth authorized changes to the scope of Consultant Services, tasks, work, or materials to be performed or provided by the Consultant and/or its Subconsultants as well as the compensation and method of payment, the schedule or time period for performance and completion, and the guidelines, criteria, and requirements pertaining thereto. Any changed compensation to the Consultant as a result of the Change Order shall be understood and agreed to be the total of all costs associated with said Change Order.

The time of performance for rendering Consultant Services pursuant to any Change Order shall commence to run from the date specified in the Notice to Proceed issued for said Change Order. The County specifically reserves the right to establish milestones for completion of the work required under the Change Order and/or to tie deliverables to any payment provided for under that Change Order.

All terms in this Agreement shall be incorporated by reference in each executed Change Order, unless specifically altered, superseded, or modified. In the event of any conflict, the provisions of this Agreement will control over the conflicting provisions of any Change Order. Each fully executed Change Order shall become a supplement to and a part of this Agreement.

1.10 – COUNTY PROJECT MANAGER

The term County Project Manager shall refer to that person employed by the County designated to serve and act on the County's behalf to provide direct contact and communication between the County and the Consultant throughout the effective period of this Agreement or, at the County's direction, for the duration of a particular Task Order and/or Change Order. The County Project Manager is not authorized to, and shall not, issue any verbal request or instruction to the Consultant that would have the effect, or be interpreted to have the effect, of modifying or changing in any way: (1) the scope of Consultant Services to be performed by the Consultant; (2) the time the Consultant is obligated to commence and complete all such services; and/or (3) the amount of compensation the County is obligated to pay the Consultant. The County Project Manager shall review and make appropriate recommendations on requests submitted by the Consultant for payment for services and work provided and performed pursuant to this Agreement and any Task Order(s) or Change Order(s) issued thereof.

1.11 – CONSULTANT'S STANDARD HOURLY RATES

The Consultant's standard hourly rates for professional services rendered pursuant to this Agreement are those attached hereto as Exhibit "A," entitled "Standard Hourly Rates", which Exhibit "A" is specifically made part of this Agreement. The Standard Hourly Rates shall be considered the maximum rates for specific job and/or work classifications and shall cover all the Consultant's costs, including direct salaries, overhead, operating margin, and Reimbursable Expenses as delineated in Section 5 below. If the Consultant charges less than those maximum rates included in Exhibit "A," those charges will be considered acceptable to the County.

Within sixty (60) calendar days after the first anniversary of the effective date of this Agreement, and each one (1) year anniversary thereafter, the Consultant may request in writing to the County an adjustment to those rates delineated in Exhibit “A”. The County shall approve the rate adjustment or reject the rate adjustment until documentation substantiating the rate adjustment is provided by the Consultant and deemed acceptable to the County.

If the Consultant’s Exhibit “A” covers multiple years, any request for a rate adjustment cannot exceed the multiple year rates included in the Consultant’s Exhibit “A.”

If the rate adjustment is found acceptable, it shall only be effective for Task Orders (not Change Orders) executed after the rate adjustment has been approved by the Board of County Commissioners. Therefore, any Change Orders executed after the approved rate adjustment shall continue to utilize the rates effective at the time of their originating Task Orders.

1.12 – CONSULTANT’S DIRECT SALARIES

The Consultant's Direct Salaries under this Agreement are those attached hereto as Exhibit "B," entitled "Consultant's Direct Salaries," which Exhibit "B" is specifically made a part of this Agreement. The Consultant's Direct Salaries shall be the established rates for specific employees or the average rates for specific employment classifications utilized by the Consultant. The Consultant's Direct Salaries shall be subject to verification by a current payroll register or other appropriate payroll or salary records, if requested by the County. Those Direct Salaries which are based on average rates for specific employment classifications shall require supporting documentation which identifies the Consultant's employees within the specific employment classes and their respective wage rates. Within sixty (60) days after the first anniversary of the effective date of this Agreement, the Consultant may request in writing an adjustment to the rates delineated in Exhibit "B." Adjusted rates for Direct Salaries, if any, shall not modify any limiting amount or maximum compensation amount established by any executed Task Order.

1.13 – NOTICE TO PROCEED

The term Notice to Proceed shall refer to a written document, executed by the County Administrator or his designee and issued to the Consultant, that shall notify the Consultant to commence work or to provide Consultant Services pursuant to a properly executed Task Order or Change Order. The time for performance of Consultant Services or work required pursuant to any properly executed Task Order or Change Order shall commence to run from the date specified in the Notice to Proceed.

SECTION 2 – TERM

Except as otherwise specified herein, this Agreement shall remain in full force and effect for a period of five years, with two one-year options to renew, from the effective date of this Agreement (“Effective Period”), unless terminated earlier as otherwise provided in this Agreement. The effective date for this Agreement shall be defined as the day and year that this Agreement is executed by the County.

Where applicable, in the event that a properly executed Task Order initiated within the term of the Agreement or Change Order to such Task Order requires or expressly permits work to be performed by the Consultant after termination of the Agreement, such Task Order or Change Order shall automatically extend the effective period of the Agreement to coincide with the completion date delineated in said Task Order or Change Order. No new Task Orders may be issued, however, during this extension period.

SECTION 3 – CONSULTANT’S RESPONSIBILITIES

The obligations of the Consultant with respect to all Consultant Services authorized pursuant to this Agreement and any Task Order(s) and/or Change Order(s) issued thereof shall include, but not be limited to, the following:

3.1 – LICENSES

The Consultant agrees to maintain throughout the period this Agreement is in effect all such licenses as are required to do business in the State of Florida and in Pasco County, Florida, including, but not limited to, licenses required by the respective regulatory boards and/or other governmental agencies responsible for regulating and licensing the Consultant Services provided and performed by the Consultant pursuant to this Agreement.

3.2 – PERSONNEL

(1) QUALIFIED PERSONNEL

The Consultant agrees that when services to be provided and performed pursuant to this Agreement relate to Consultant Services which, under the Florida Statutes, require a license, certificate of authorization, or other form of legal entitlement to practice such service, the Consultant will employ and/or retain only qualified personnel to be in responsible charge of all such services.

(2) CONSULTANT'S PROJECT DIRECTOR

The Consultant agrees to employ and designate in writing a qualified, and if required by law, a licensed professional, to serve as the Consultant's Project Director. The Consultant's Project Director shall be authorized and responsible to act on behalf of the Consultant with respect to directing, coordinating, and administering all aspects of the services to be provided and performed under this Agreement and any Task Order(s) and/or Change Order(s) issued thereof. The Consultant's Project Director shall have full authority to bind and obligate the Consultant on any matter arising under this Agreement unless substitute arrangements, acceptable to the County, have been furnished to the County in writing.

(3) REMOVAL OF PERSONNEL FROM WORK ON THE PROJECT

The Consultant agrees, within seven (7) calendar days of receipt of a written request from the County, to promptly remove and replace the Consultant's Project Director, or any other personnel employed or retained by the Consultant, or personnel of any Subconsultant(s) engaged by the Consultant pursuant to this Agreement. The County may make such request for the removal of personnel with or without cause.

SECTION 4 – COUNTY'S RESPONSIBILITIES

Except as otherwise provided herein, the County's responsibilities are as follows:

4.1 – DESIGNATION OF AUTHORITY

The County hereby designates the County Administrator, or his designee, to act on the County’s behalf with respect to the Scope of Services of this Agreement and any Task Orders or Change Orders issued thereunder, where applicable. The County Administrator, or his designee, shall have complete authority to transmit instructions, receive information, interpret, and define County’s policies and decisions with respect to materials, elements, and systems pertinent to Consultant's services.

4.2 – DESIGNATION OF COUNTY PROJECT MANAGER

The County agrees, after execution of this Agreement, to properly advise the Consultant, in writing, of the person designated to serve and act as the County Project Manager pursuant to the provisions of Section 1.10 of this Agreement.

4.3 – INFORMATION PROVIDED BY THE COUNTY

The County shall provide, within a reasonable time from request of the Consultant, existing data, plans, reports, and other information in the County’s possession or under the County’s control which are necessary for the performance of the duties of Consultant in the Scope of Services, and to provide full information regarding requirements of the Scope of Services, including objectives, budget constraints, criteria, and other requirements that exist at the time of signing of this Agreement or which may develop during the performance of this Agreement.

The County shall make available to the Consultant all information and data relative to the Consultant Services to be provided pursuant to this Agreement in the County’s possession, including the County’s objectives and constraints, previous studies, surveys, aerial photographs, maps, environmental reports, photographs, analytical data, and any other relevant information requested by the Consultant in writing.

4.4 – ACCESS TO COUNTY PROPERTY

The County agrees, with reasonable prior written notice given by the Consultant, to provide the Consultant with access to County property, facilities, buildings, and structures to enable the Consultant to provide and perform any required Consultant Services and work pursuant to this Agreement. Such rights of access shall not be exercised in such a manner or to such an extent as to impede or interfere with County operations, or the operations carried on by others under a lease, or other contractual arrangements with the County, or in such a manner to adversely affect the public health, safety, or welfare.

SECTION 5 – COMPENSATION AND METHOD OF PAYMENT

The County shall pay the Consultant for all authorized Consultant Services rendered hereunder by the Consultant and any Subconsultant(s) and completed in accordance with the requirements, provisions, and/or terms of this Agreement, Task Order(s), Modification(s), and/or Change Order(s) and in accordance with the provisions delineated below. The Consultant acknowledges that Consultant Services will be requested on an as-needed basis and agrees that it will not be entitled to make any claim for damages or loss of profits due to the amount of work assigned during the term of the Agreement.

5.1 – PAYMENT METHODS

The fee paid to the Consultant shall be based on one of the following methods or any combination thereof as determined by the County in its sole discretion:

(1) LUMP-SUM PAYMENT METHOD

The County may pay a negotiated fixed-price amount for an executed Task Order as a Lump Sum. The Lump-Sum compensation amount will be estimated based on the Standard Hourly Rates cost for work performed on an estimated Task Order in accordance with the rates established in Exhibit "A". A negotiated Lump-Sum compensation amount shall be delineated in the executed Task Order. The Lump-Sum Compensation Method shall anticipate that all costs for the Consultant Services required are known and that no modifications to the established Lump-Sum amount will be necessary. The established Lump-Sum amount shall include all the Consultant's costs, including Direct Salaries (as defined on Exhibit "B"), Overhead, Operating Margin, Reimbursable Expenses, and charges. The County may also elect to apply the Lump-Sum Compensation Method on a line-item basis for a particular service or activity as defined within an individual Task Order, Change Order, or Modification to the Agreement. If the Lump-Sum Compensation Method is used, no additional documentation regarding costs for work will be required to be attached to the Consultant’s invoices for Lump-Sum payment for the Task Order or Change Order or for a specific line item or items within a Task Order or Change Order.

(2) NOT TO EXCEED PAYMENT METHOD

The County will pay the Direct Salaries for work provided or services performed on an executed Task Order in accordance with the rates delineated in Exhibit "B," subject to a Not-to-Exceed Amount, which shall be delineated in said Task Order. In addition to payment of the aforementioned Direct Salaries, the County shall pay the Consultant an Overhead Rate as established pursuant to subsection (3) below, plus an Operating Margin defined in this Agreement, plus Reimbursable Expenses in accordance with the provisions of subsection (4) below, plus Subconsultant Charges in accordance with the provisions of subsection (6) below. Operating Margin and Overhead Rate shall not be allowed on any premium portion of overtime or on any Reimbursable Expenses or Subconsultant Charges. In no event shall the established Not-to-Exceed method be increased except through the issuance of a new Task Order or Change Order approved by the County. The County may also elect to apply the Not-to-Exceed method on a line-item basis for a particular service or activity defined within an individual Task Order or Additional Service defined within a Change Order. If the Not-to-Exceed Method is used, additional documentation is required by the County (e.g., payroll sheets) regarding costs of work is required to be attached to the Consultant’s invoices for Not-to-Exceed payment of a Task Order or Change Order or specific line item within a Task Order or Change Order.

(3) OVERHEAD RATE

In determining the Overhead Rate to be paid to the Consultant, it is the County’s expressed intention to utilize the audit information compiled by the Florida Department of Transportation ("FDOT") pursuant to its Qualification, Selection, and Performance Evaluation requirements for consultants in accordance with Chapter 14-75 of the Florida Administrative Code. The overhead rate to be paid by the County shall be as established in Exhibit "C," which is provided in accordance with the audit information supplied by the FDOT and shall not exceed the uniform Overhead Rate cap established by the FDOT.

In the event the Consultant has not supplied audit information to the FDOT in accordance with Chapter 14- 75 of the Florida Administrative Code, the County shall establish the Overhead Rate to be paid in each executed Task Order, which rate may be less than the current uniform Overhead Rate cap established by the FDOT. A lower overhead rate may be used, if submitted by the Consultant and approved by the County.

At the County’s election, the parties may also agree at the outset of the Agreement to an alternative method for determining overhead.

(4) REIMBURSABLE EXPENSES

The County shall pay the Consultant for Reimbursable Expenses in accordance with the provisions of this Section. The term Reimbursable Expenses shall mean the Consultant's and/or the Subconsultant(s)’s out-of-pocket costs for items directly charged to any Task Order initiated pursuant to this Agreement including, but not limited to, charges for printing services and copying (both in-house or subcontracted), fees, and per diem and travel expenses of the Consultant's employees not to exceed the statutory limits delineated in Chapter 112.061, Florida Statutes.

The County shall only compensate the Consultant for Reimbursable Expenses which are directly charged to tasks performed pursuant to this Agreement, and/or any executed Task Order or Change Order, which are not included in the Consultant's Overhead Rate, and which are consistently charged to all clients. The County, in its sole discretion, may require the Consultant to verify and/or provide supporting documentation which demonstrates that Reimbursable Expenses for which compensation has been sought have been generated or originated from or by a task performed pursuant to this Agreement. If the Consultant seeks compensation for CADD, PC'S or Facilities Capital Cost of Money (FCCM) as a Reimbursable Expense, the cost basis for the unit rates used for such items must be fully supported by appropriate documentation. Except as provided in Exhibit “B,” all Reimbursable Expenses shall be charged at the actual cost to the Consultant.

(5) ADDITIONAL COSTS

The parties agree that any additional costs for work or services to be provided or performed under a Task Order issued pursuant to this Agreement, or pursuant to any other method utilized by the parties for determining the original costs of work or services to be provided or performed by the Consultant, must be approved in writing by the Board of County Commissioners at a regularly scheduled meeting of said Board of

County Commissioners. If such additional costs are not authorized by the Board of County Commissioners in writing, no payment, reimbursement, or compensation for such additional costs shall be tendered by the County to the Consultant.

(6) SUBCONSULTANT CHARGES

The professional services of any Subconsultant(s), whose expertise is required within the scope of the Consultant's work under this Agreement, will be paid in accordance with the fees identified in the individual Task Order(s) or Change Order(s) for such services.

The use of any Subconsultant(s) referenced in the above paragraph must be approved in writing by the County Administrator or his designee before such Subconsultant(s) may be retained by the Consultant.

5.2 – TERMS OF PAYMENT

(1) MONTHLY INVOICES

The Consultant shall be entitled to submit no more than one invoice statement to the County each month covering services rendered during the preceding month. The Consultant's invoice statement(s) shall be itemized to correspond to the basis of compensation as set forth in the Agreement, Task Order(s), or Change Order(s) issued hereunder. The Consultant’s invoice statements shall contain amount of work and description of services(s) provided and/or performed, and where appropriate, supportive documentation of charges consistent with the basis of compensation set forth in this Agreement. If the Consultant has been issued more than one Task Order or Change Order pursuant to this Agreement, the Consultant shall submit separate invoices to the County for the specific services performed for each specific Task Order or Change Order.

Payment for services rendered during any billing period by the Consultant shall be due and payable by the County in accordance with the provisions of Chapter 218, Part VII, Florida Statutes (the Local Government Prompt Payment Act). In the event that federal aid is a source of funds for payment, then 49 CFR § 26.29 will also be applicable.

(2) PAYMENT FOR SERVICES PERFORMED

The County shall pay the Consultant on the basis of services completed for tasks set forth in any Task Orders and any Change Orders agreed upon by the Consultant and the County. Payments shall be made for the Consultant's work-in progress or completed service items based on the agreed method of compensation as outlined in the Task Order or Change Order.

When the Lump-Sum Payment Method is used for a particular service or activity within the Task Order or a Change Order, the County shall pay the Consultant for services performed for tasks set forth in the Task Order or Change Order on the basis of the invoice statement covering the Consultant's work-in-progress expressed as a percentage of the total cost of the work and/or services required for each task involved. All such work-in-progress percentages are subject to review and approval by the County Project Manager. The decision of the County shall be final as to work-in-progress percentages to be paid. Payment by the County for tasks on a work-in-progress percentage basis shall not be deemed or interpreted in any way to constitute an approval or acceptance by the County of any such service or work-in-progress. The Consultant shall be responsible for correcting, re-doing, modifying, or otherwise completing the work and services required for each task before receiving final full payment, whether or not previous work-in-progress payments have been made by the County.

(3) PAYMENT SCHEDULE

The County shall issue payment to the Consultant as invoices are provided from the Consultant, which invoices must be in acceptable form and must contain the requested detailed description of charges. Should the County object or take exception to the amount of the Consultant's invoice statement, the County shall notify the Consultant of such objection or exception within twenty (20) business days from date of payment period set forth hereinbefore. If such objection or exception remains unresolved at the end of said twenty (20) business-day period, the County, as represented by the County Project Manager, shall have the authority to withhold the disputed amount and make payment to the Consultant of any amount not in dispute. Payment of any disputed amount, or adjustment thereto resolved by mutual agreement of the parties, will be paid in accordance with the Local Government Prompt Payment Act.

SECTION 6 – TASK ORDERS

The work and/or services to be provided and performed under this Agreement are Task Order driven. If and when the County requires the professional services of the Consultant, individual Task Orders or Orders will be approved by the County, by the County Administrator, or by the Purchasing Director, when applicable. For purposes of this Agreement, the Purchasing Director and County Administrator are specifically delegated authority by the County to issue and approve Task Order(s) for Consultant Services up to the allowable amount provided in the County’s Purchasing Ordinance. The completion date for an individual Task Order will be specified in the Notice to Proceed. The completion date for an individual Task Order may be extended, in writing, by the County at a regularly scheduled meeting of the Board of County Commissioners or by the County Administrator, as provided herein.

For each Task required for a specific project, the County shall provide the Consultant a detailed description of the services to be performed, the method of payment to be utilized in accordance with this Agreement, and the time and cost limitations for such task, if appropriate.

The Consultant shall respond in writing to such detailed description by describing the proposed Scope of Work, staffing, schedule, total compensation, and the number and type of deliverables that are required to complete the described services. If the response from the Consultant is acceptable, the County may issue a Task Order to the Consultant containing the agreed-upon scope of work, staffing, schedule, time of performance, total compensation, method of payment, and deliverables.

Each Task Order shall be numbered consecutively and shall reference this Agreement. In the event of any conflict, the provisions of this Agreement will control over conflicting provisions of any Task Order. Each Task Order, after execution by the Board of County Commissioners, the County Administrator, or the Purchasing Director, shall become a supplement to and a part of this Agreement.

SECTION 7 – TIMELY ACCOMPLISHMENT OF SERVICES

The timely performance, provision, and completion of the required Consultant Services, work, and materials is vitally important to the interests of the County. Time is of the essence for all the duties and obligations contained in this Agreement. The County may suffer damages in the event that the Consultant does not accomplish and complete the required services in a timely manner. The Consultant agrees to employ, engage, retain, and/or assign an adequate number of qualified personnel throughout the period this Agreement is in effect so that all Consultant Services will be provided and performed in a timely and diligent manner. If the Consultant fails to commence, provide, perform, and/or complete any service required under this Agreement in a timely and diligent manner as determined by the County, or within a specified time period delineated in executed Modification(s), Task Order(s), or Change Order(s), the County may consider such failure as a material breach of this Agreement. In such an event, the County, in its sole discretion, may terminate the Agreement.

The Consultant, at all times that this Agreement is in effect, shall ensure that sufficient time remains in the project schedule within which to complete the services required and authorized by any given Task Order(s). In the event there are delays which would modify or extend a scheduled Task Order completion date, the Consultant shall, within seven (7) calendar days of discovery of such delay, submit a written request to the County seeking a time extension to complete a delayed project, which request shall specifically identify the reason(s) for the delay and the amount of time related thereto.

In the event the specified time of performance for a given Task Order or Change Order expires and the Consultant has not requested a time extension, or if the County has denied a request for a time extension in writing, partial progress payments will be stopped on the date time expires.

SECTION 8 – STANDARDS OF PROFESSIONAL SERVICE

The work and services to be provided and/or performed by the Consultant shall be done in accordance with the generally accepted standards of professional practice and in accordance with the laws, rules, regulations, ordinances, codes, policies, standards, or other guidelines issued by any governmental agency having jurisdiction over all or a portion of any work performed under this Agreement in effect at the time of the performance of the Consultant

Services. All final documents, reports, studies, or other data prepared by the Consultant shall bear a professional's seal/signature in accordance with the applicable Florida Statutes and/or any applicable Administrative Rules promulgated by the Florida Department of Business and Professional Regulation (where applicable).

SECTION 9 – CONSULTANT'S QUALITY CONTROL

9.1 – RESPONSIBILITY TO CORRECT

The Consultant agrees to be responsible for the professional quality, technical adequacy and accuracy, timely completion in accordance with the mutually agreed upon schedule, and the coordination of all data, studies, surveys, designs, specifications, calculations, estimates, plans, drawings, construction documents, photographs, reports, memoranda, and other services, work, and materials performed, provided, and/or furnished by the Consultant, or any Subconsultant(s) utilized by the Consultant, pursuant to this Agreement.

Upon written notice from the County, the Consultant shall, without additional compensation, correct or revise any errors, omissions, mistakes or other deficiencies in such data, studies, calculations, estimates, plans, work, and materials resulting from the negligent act, errors or omissions, or intentional misconduct of the Consultant.

If the Consultant does not correct the defective work within the time specified in the County's written notice, the County may have the deficiency corrected. All direct or indirect costs of such correction shall be paid by the Consultant or deducted from payment due to the Consultant.

If any work or submittal prepared by the Consultant contains an error, omission, deficiency, or mistake and the Consultant fails to correct such error, omission, deficiency, or mistake within the time period established for completion in the notice to correct or the Task Order(s) requiring such work or submittal, the County, in its discretion, may terminate this Agreement.

9.2 – COUNTY'S APPROVAL SHALL NOT RELIEVE CONSULTANT OF RESPONSIBILITY

Neither review, approval, or acceptance by the County of data, studies, calculations, estimates, reports, memoranda, and incidental professional services, work and materials furnished hereunder by the Consultant shall in any way relieve the Consultant of responsibility for the adequacy, completeness, and accuracy of its services, work and/or materials, or the services, work and materials. Neither the County's review, approval, or acceptance of, nor payment for, any of the Consultant's work, services, and materials shall be construed to operate as a waiver of any of the County's rights under this Agreement, or any cause of action the County may have arising out of the performance of this Agreement.

The Consultant agrees and recognizes that the County shall not be held liable or responsible for any claims which may result from any action or omission of the Consultant in which the County participates either through review of or concurrence with the Consultant's actions. In reviewing, approving, or rejecting any submissions or other work prepared by the Consultant, the County in no way assumes or shares any of the responsibility or liability of the Consultant under this Agreement.

SECTION 10 – REPORTS AND REVIEWS

10.1 The County may, at any time, require the Consultant to report in writing in a format approved by the County on the status and overall progress of the work with a projection as to whether deliverables will be on time and within budget. In addition, the County may require the Consultant to provide an estimate of the overall percentage of completion.

10.2 The County will monitor the Consultant's work product for compliance with project standards and criteria and may make comments and recommendations to the Consultant regarding the work. However, any such monitoring or comments and recommendations by the County, or absence thereof, shall not relieve the Consultant of any of its obligations under this Agreement. The Consultant retains sole authority and responsibility for the adequacy and accuracy of its Consultant Services in accordance with generally accepted practices.

SECTION 11 – WORK WITHIN COUNTY PROPERTY / CONSULTANT TO REPAIR PROPERTY

DAMAGE CAUSED BY THE CONSULTANT OR ITS SUBCONSULTANTS

11.1 As applicable, the Consultant, any Subconsultant retained by Consultant, or any other person, firm, corporation, or other entity that contracts with or provides goods or services to the Consultant in connection with the work required to be performed pursuant to this Agreement shall perform all work within only the County-owned right-of-way(s) and/or any County easement(s), or as permitted by this solicitation or by law.

11.2 The Consultant agrees to promptly repair and/or replace, or cause to have repaired and/or replaced, at its sole cost and expense and in a manner acceptable to and approved by the County, any property damage arising out of, or caused by, the willful or negligent acts of the Consultant and/or its Subconsultant(s). The County reserves the right, should the Consultant fail to make such repairs and/or replacements within a reasonable period of time, to cause such repairs and/or replacements to be made. All costs and expenses associated with having such repairs and/or replacements performed shall be paid for by the Consultant directly or via reimbursement to the County from the Consultant.

SECTION 12 – DOCUMENTS

The documents comprising this Agreement between the County and the Consultant consist of the following:

1. This Professional Services Agreement and its Exhibits.

2. Any written amendments, modifications, or addenda to this Agreement.

3. Any Task Orders and Change Orders issued pursuant to this Agreement and executed by the County and the Consultant.

4. Request for Statements of Qualifications – RSQ-TPR-26-031, including any written addenda.

5. The Consultant’s proposal and attachments submitted in response to RSQ-TPR-26-031.

SECTION 13 – COMPLIANCE AND AGREEMENT WITH LAWS AND REGULATIONS

13.1 The Consultant shall observe and comply with all applicable federal and state laws, County and municipal ordinances, and the rules and regulations of all authorities having jurisdiction over the project and all work performed pursuant to this Agreement, including but not limited to the federal and state provisions specifically provided for in the solicitation. All applicable federal, state, and local laws and ordinances are deemed to be included in this Agreement the same as though herein written out in full.

13.2 The Consultant shall give all notice and comply with all laws, ordinances, rules, and regulations applicable to the Consultant Services. If the Consultant observes that any of the Contract Documents or executed Task Order or Change Order are contradictory to such laws, rules, and regulations, the Consultant will notify the County Project Manager promptly in writing. An appropriate Change Order or Modification shall then be used to institute any necessary changes. If the Consultant performs any work that it knows or should have known to be contrary to such laws, ordinances, rules, and regulations and without such notice to the County Project Manager, the Consultant shall bear all related costs.

SECTION 14 – PROHIBITION AGAINST CONTINGENCY FEES

In accordance with the provisions of section 287.055 of the Florida Statutes, the Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant to solicit or secure this Agreement and that the Consultant has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for the Consultant, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the County shall have the right to terminate this Agreement without liability, and at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration.

SECTION 15 – TRUTH-IN-NEGOTIATIONS/PUBLIC ENTITY CRIMES AFFIDAVIT

The Consultant certifies that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of contracting. The original contract price, and any additions thereto, shall be adjusted to exclude any significant sums by which the County determines the contract price was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. The Consultant represents that it has furnished a Public Entity

Crimes Affidavit pursuant to section 287.133, Florida Statutes, verifying its eligibility for award of an Agreement. The County may exercise its rights under this “certification” within one (1) year following final payment.

Pursuant to subsections 287.133(2) and (3), Florida Statutes, 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 contractor, 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 36 months following the date of being placed on the convicted vendor list. The Consultant agrees to include this provision in all contracts it issues as a result of this Agreement.

SECTION 16 – DISCRIMINATORY VENDOR LIST

The County adheres to subsection 287.134(2)(a), Florida Statutes. The County will not transact business with entities or affiliates placed on the discriminatory vendor list maintained by the Florida Department of Management Services. By signing this Agreement or accepting any Task Order, the Consultant certifies that it is not placed on the discriminatory vendor list. The County may terminate this Agreement if this Consultant certification is found to be false. The Consultant agrees to include this provision in all contracts issued as a result of this Agreement.

SECTION 17 – SCRUTINIZED COMPANIES

A company is ineligible to, and may not, bid on, submit a proposal for, or enter into or renew a contract with the County for goods or services of:

(a) Any amount if, at the time of bidding on, submitting a proposal for, or entering into or renewing such contract, the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to section 215.4725, Fla. Stat., or is engaged in a boycott of Israel; or

(b) One million dollars or more if, at the time of bidding on, submitting a proposal for, or entering into or renewing such contract, the company:

1. Is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Sectors List or the Scrutinized Companies with Activities in Iran Terrorism Sectors List, created pursuant to section 215.473, Fla. Stat.; or

2. Is engaged in business operations in Cuba or Syria.

By signing this Agreement and/or accepting any Task Order, the Consultant certifies that it is not participating in a boycott of Israel, is not on any of the aforementioned lists, and it does not have business operations in Cuba or Syria. The Consultant agrees to notify the County if placement on any of the aforementioned lists occurs or if the Consultant is engaged in a boycott of Israel or has business operations in Cuba or Syria.

The COUNTY may terminate this Agreement if the County finds that: the Consultant certification above is/are found to be false; the Consultant has been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel; the Consultant has been placed on the Scrutinized Companies with Activities in Terrorism Sectors List or the Scrutinized Companies with Activities in Iran Terrorism Sectors List; or the Consultant has been or is engaged in business operations in Cuba or Syria. In addition to possible termination of this Agreement based on the above grounds, the COUNTY will comply with section 287.135, Florida Statutes, regarding submittal of a false certification.

SECTION 18 – COMPLIANCE WITH PUBLIC RECORDS ACT

The Consultant shall allow public access to documents and materials made or received pursuant to this Agreement by either party in accordance with the Public Records Act, Chapter 119, Florida Statutes. To the extent required by section 119.0701, Florida Statutes, the Consultant shall (1) keep and maintain public records that ordinarily and necessarily would be required by the County in order to perform the service; (2) provide the public with access to public records on the same terms and conditions that the County would provide the records and at a cost that does not exceed the cost provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; and (4) meet all requirements for retaining public records and transfer, at no cost to the Consultant, all public records in possession of the Consultant upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from public records requirements. All records stored electronically must be provided to the County in a format that is compatible with the information technology systems of the County. This paragraph shall survive the expiration or termination of this Agreement.

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF

CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE

PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF

PUBLIC RECORDS AT (727) 847-8147, PRR@MYPASCO.NET, OR 7536 STATE

STREET, NEW PORT RICHEY, FL 34654.

mailto:PRR@MYPASCO.NET

Under Florida law, a…