9-I. SAMPLE AGREEMENT 103025.pdf

PASCO COUNTY STANDARD 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 ______________ , whose address is ____________________________________________________ (hereinafter referred to as

"PROFESSIONAL").

RECITALS:

WHEREAS, the COUNTY issued a Request for Statements of Qualifications (RSQ-TPR-26- 032), together with any addenda (RSQ) for the Design Services for Multiple Fire Stations, to secure an experienced PROFESSIONAL to render design consultant services, as appropriate;

and

WHEREAS, the PROFESSIONAL desires to render the services as described in the attached Exhibit “A” Scope of Services, and the PROFESSIONAL hereby certifies it has the qualifications, experience, staff, and resources to perform those services; and

WHEREAS, the PROFESSIONAL submitted a response to the RSQ which was deemed by the COUNTY as responsive and responsible, which is incorporated herein by reference and made a part hereof as Exhibit “B”; and

WHEREAS, the selection and engagement of the PROFESSIONAL has been made by the

COUNTY based on the PROFESSIONAL'S response to the RSQ and in accordance with the provisions of the Consultant's Competitive Negotiation Act, Section 287.055, Florida Statutes; and

WHEREAS, the PROFESSIONAL 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 PROFESSIONAL pursuant to this Agreement; and

WHEREAS, the PROFESSIONAL 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

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 PROFESSIONAL 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 hereunder and pursuant to the County’s Purchasing Ordinance.

1.3 – PROFESSIONAL

The term PROFESSIONAL shall refer to the individual, company, or firm which will offer the PROFESSIONAL SERVICES and, 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 of subconsultant(s) required under the covenants, terms and provisions contained in this Agreement and any and all MODIFICATIONS or CHANGE ORDERS issued pursuant thereto.

1.4 – PROFESSIONAL SERVICES

The term PROFESSIONAL SERVICES shall refer to all of the work, materials and services, and all related professional, technical, and administrative activities which are necessary to be provided and performed by the PROFESSIONAL, its employees, and any subconsultants that the PROFESSIONAL may engage to provide, perform, and complete the services required pursuant to the provisions of this Agreement, and as specifically identified in Exhibit “A”.

1.5 – SUBCONSULTANT

The term SUBCONSULTANT shall refer to any individual, company, or firm offering professional 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 PROFESSIONAL SERVICES the COUNTY may request or authorize the PROFESSIONAL to provide or perform relative to this Agreement which are not included in the Agreement. ADDITIONAL SERVICES shall be authorized by the execution of both parties to this Agreement of a MODIFICATION or a CHANGE ORDER. ADDITIONAL SERVICES shall constitute a continuation of the PROFESSIONAL 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 PROFESSIONAL setting forth and authorizing PROFESSIONAL SERVICE 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 PROFESSIONAL to be fair, equitable, and adequate and to represent the total of all costs associated with said MODIFICATION.

1.8 – CHANGE ORDER

The term CHANGE ORDER shall refer to a written document executed by both the COUNTY and the PROFESSIONAL setting forth and authorizing changes to the agreed upon scope of PROFESSIONAL SERVICES, compensation, method of payment, time and schedule of performance, and/or Project guidelines and criteria set forth and agreed to in this Agreement or subsequent CHANGE ORDER(S) issued thereto. The CHANGE ORDER document, which shall be executed on a COUNTY standard form, shall set forth authorized changes to the scope of PROFESSIONAL SERVICES, tasks, work or materials to be performed or provided by the PROFESSIONAL and/or any of 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 changes to the compensation of the PROFESSIONAL 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 PROFESSIONAL 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.

1.9 – 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 PROFESSIONAL, which shall notify the PROFESSIONAL to commence work or provide PROFESSIONAL SERVICES. The time for performance of the PROFESSIONAL SERVICES or work required for the Project shall commence to run from the date of execution of the Agreement by the COUNTY.

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 PROFESSIONAL throughout the Effective Period of this Agreement. The COUNTY PROJECT MANAGER is not authorized to, and shall not, issue any verbal request or instruction to the PROFESSIONAL that would have the effect, or be interpreted to have the effect, of modifying or changing in any way: (1) the scope of PROFESSIONAL SERVICES to be performed by the PROFESSIONAL; (2) the time the PROFESSIONAL is obligated to commence and complete all such services; and/or (3) the amount of compensation the COUNTY is obligated to pay the PROFESSIONAL. The COUNTY PROJECT MANAGER shall review and make appropriate recommendations on all requests submitted by the PROFESSIONAL for payment for services and work provided and performed pursuant to this Agreement and any CHANGE ORDER(S) issued thereof.

1.11 – PROFESSIONAL'S STANDARD HOURLY RATES

The PROFESSIONAL'S STANDARD HOURLY RATES for PROFESSIONAL SERVICES rendered pursuant to this Agreement are those attached hereto as EXHIBIT "C," entitled "PROFESSIONAL’S STANDARD HOURLY RATES", which EXHIBIT "C" is specifically made part of this Agreement. The PROFESSIONAL’S STANDARD HOURLY RATES shall be considered the maximum rates for specific job and/or work classifications and shall cover all of the PROFESSIONAL'S costs, including direct salaries, overhead, and operating margin. If the PROFESSIONAL charges less than those maximum rates included in Exhibit "C," those charges will be considered acceptable to the COUNTY.

The PROFESSIONAL’S STANDARD HOURLY RATES shall be subject to verification by a current payroll register, or other appropriate payroll or salary records. The PROFESSIONAL’S STANDARD HOURLY RATES which are based on average rates for specific employment classifications shall require supporting documentation identifying the PROFESSIONAL’S employees within the specific employment classes and their respective wage rates.

SECTION 2 – TERM

Except as otherwise specified herein, this Agreement shall remain in full force and effect for a period of [to be determined] from the effective date of this Agreement, unless extended or 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.

In the event that a properly executed CHANGE ORDER initiated within the term of the Agreement requires or expressly permits work to be performed by the PROFESSIONAL after termination of the Agreement, such CHANGE ORDER shall automatically extend the effective period of the Agreement to coincide with the completion date delineated in said CHANGE

ORDER.

SECTION 3 – SCOPE OF PROFESSIONAL SERVICES

The PROFESSIONAL agrees to provide Professional Services (PROFESSIONAL SERVICES) for the Project as identified in Exhibit “A” (Scope of Services) which is attached hereto and incorporated by reference. The terms and provisions of Exhibit “A” are intended to be complementary and supplementary to the terms of this Agreement. In case of conflict between the Agreement and Exhibit “A”, the Agreement shall control.

SECTION 4 – PROFESSIONAL’S RESPONSIBILITIES

The obligations of the PROFESSIONAL with respect to all PROFESSIONAL SERVICES authorized pursuant to this Agreement and any CHANGE ORDER(S) issued thereof shall include, but not be limited to, the following:

4.1 – LICENSES

The PROFESSIONAL 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 PROFESSIONAL SERVICES provided and performed by the PROFESSIONAL pursuant to this Agreement.

4.2 – PERSONNEL

(1) QUALIFIED PERSONNEL

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

(2) PROFESSIONAL'S PROJECT MANAGER

The PROFESSIONAL agrees to employ and designate in writing a qualified, and if required by law, a licensed professional to serve as the PROFESSIONAL'S PROJECT MANAGER. The PROFESSIONAL'S PROJECT MANAGER shall be authorized and responsible to act on behalf of the PROFESSIONAL with respect to directing, coordinating, and administering all aspects of the services to be provided and performed under this Agreement and any CHANGE ORDER(S) issued thereof. The PROFESSIONAL'S PROJECT MANAGER shall have full authority to bind and obligate the PROFESSIONAL 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 PROFESSIONAL agrees to promptly remove and replace, within seven (7) calendar days of receipt of a written request from the COUNTY, the PROFESSIONAL'S PROJECT MANAGER, or any other personnel employed or retained by the PROFESSIONAL, or personnel of any SUBPROFESSIONAL(S) engaged by the PROFESSIONAL pursuant to this Agreement. The COUNTY may make such request for the removal of personnel with or without cause.

SECTION 5 – COUNTY'S RESPONSIBILITIES

The COUNTY'S responsibilities are as follows:

5.1 – 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. 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 the PROFESSIONAL SERVICES.

5.2 – DESIGNATION OF COUNTY PROJECT MANAGER

The COUNTY agrees, after execution of this Agreement, to properly advise the PROFESSIONAL, 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.

5.3 – INFORMATION PROVIDED BY THE COUNTY

Within a reasonable time from request of by the PROFESSIONAL, the COUNTY shall make available to the PROFESSIONAL all information and data that is available in the COUNTY'S possession and is relative to the PROFESSIONAL SERVICES to be provided by the PROFESSIONAL and its SUBCONSULTANT(S) pursuant to this Agreement. This information and data will include the

COUNTY'S objectives and constraints, previous studies and design plans, surveys, aerial photographs, maps, environmental reports, photographs, analytical data, and any other relevant information, which is requested by the PROFESSIONAL in writing.

5.4 – ACCESS TO COUNTY PROPERTY

The COUNTY agrees, with reasonable prior written notice given by the PROFESSIONAL, to provide the PROFESSIONAL with access to COUNTY property, facilities, buildings, and structures to enable the PROFESSIONAL to provide and perform any required PROFESSIONAL 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 6 – COMPENSATION AND METHOD OF PAYMENT

The COUNTY shall pay the PROFESSIONAL for all authorized PROFESSIONAL SERVICES rendered hereunder by the PROFESSIONAL and any SUBCONSULTANT(S) and completed in accordance with the requirements, provisions, and/or terms of this Agreement, MODIFICATION(S) and/or CHANGE ORDER(S) and in accordance with the provisions delineated below:

6.1 – PAYMENT METHODS

The fee paid to the PROFESSIONAL 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 the overall Scope of PROFESSIONAL SERVICES to be provided under this Agreement or for a particular work item or items within the Scope of such services as a Lump Sum. The Lump-Sum compensation amount will be estimated based on the PROFESSIONAL’S STANDARD HOURLY RATES, established in EXHIBIT "C" and discussed in Section 1.11, plus Reimbursable Expenses described in Subsection (4) and SUBCONSULTANT CHARGES as described in Subsection (6) below; which EXHIBIT is attached hereto and incorporated herein by reference. The Lump-Sum Compensation Method shall anticipate that all costs for the PROFESSIONAL SERVICES required are known and that no modifications to the established Lump-Sum amount will be necessary. 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 EXHIBIT “A” and/or a 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 PROFESSIONAL'S invoices for Lump-Sum payment for the Project or for a specific line item or items within the agreed upon Scope of Services (as it may be amended).

(2) NOT TO EXCEED PAYMENT METHOD

The COUNTY will pay the PROFESSIONAL’S direct salaries which are defined as the hourly unloaded rate (without benefits added) per job classification (DIRECT SALARIES) needed to perform the services to be provided in accordance with the rates delineated in EXHIBIT “D”, subject to an established limiting amount, which Not to Exceed method shall be delineated in this Agreement. In addition to payment of the aforementioned DIRECT SALARIES, the COUNTY shall pay the PROFESSIONAL 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 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 ADDITIONAL SERVICE defined within a CHANGE ORDER.

(3) OVERHEAD RATE

In determining the Overhead Rate to be paid to the PROFESSIONAL, 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 PROFESSIONALS 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 “E”, 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. A lower overhead rate may be used, if submitted by the PROFESSIONAL.

In the event the PROFESSIONAL has not supplied audit information to the FDOT in accordance with Chapter 14-75 of the Florida Administrative Code, the PROFESSIONAL may provide a self-certified overhead rate determination. The COUNTY may consider this determination but shall establish the Overhead Rate to be paid during the Project, which rate may be less than the current uniform Overhead Rate cap established by the FDOT. The PROFESSIONAL’S overhead rates for its one-year applicable accounting period shall be applied to the Agreement; however, once an Overhead Rate is established for an agreement it may be extended beyond the one-year applicable accounting period, provided the COUNTY and the PROFESSIONAL agree.

The COUNTY shall apply these Overhead Rates for the purposes of contract estimation, negotiation, administration, and reporting and contract payment. The Overhead Rates shall not be limited by any administrative or de facto ceiling.

(4) REIMBURSEABLE EXPENSES

The COUNTY shall pay the PROFESSIONAL for Reimbursable Expenses in accordance with the provisions of this Article and identified on EXHIBIT “F”. The term Reimbursable Expenses shall mean the PROFESSIONAL'S and/or the SUBCONSULTANT(S) out-of-pocket costs for items directly charged to any task performed 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 PROFESSIONAL'S employees not to exceed the statutory limits delineated in Chapter 112.061, Florida Statutes.

The COUNTY shall only compensate the PROFESSIONAL for Reimbursable Expenses which are directly charged to tasks performed pursuant to this Agreement, which are not included in the PROFESSIONAL'S Overhead Rate and which are consistently charged to all clients. The COUNTY, in its sole discretion, may require the PROFESSIONAL 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 PROFESSIONAL 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. All Reimbursable Expenses shall be charged at the actual cost to the PROFESSIONAL.

(5) ADDITIONAL COSTS

All parties agree that any additional costs for work or services to be provided or performed pursuant to this Agreement and/or any subsequent CHANGE ORDERS, 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 PROFESSIONAL, must be approved in writing by the COUNTY. If such additional costs are not authorized by the COUNTY in writing, no payment, reimbursement, or compensation for such additional costs shall be tendered by the COUNTY to the PROFESSIONAL.

(6) SUBCONSULTANT CHARGES

The PROFESSIONAL SERVICES of any SUBCONSULTANT(S), whose expertise is required within the scope of the PROFESSIONAL'S work under this Agreement, will be paid in accordance with the fees identified in EXHIBIT “C” or “D”, as applicable (which are attached hereto and incorporated herein by reference) for such services.

6.2 – TERMS OF PAYMENT

(1) MONTHLY INVOICES

The PROFESSIONAL shall be entitled to submit no more than one invoice statement to the COUNTY each month covering services rendered during the preceding month. The PROFESSIONAL'S invoice statement(s) shall be in acceptable form, must contain itemized and detailed descriptions the requested charges to correspond to the basis of compensation as set forth in the Agreement, and/or the CHANGE ORDER(S) issued hereunder. If the PROFESSIONAL has been issued more than one CHANGE ORDER pursuant to this Agreement, the PROFESSIONAL shall submit separate invoices to the COUNTY for the specific services performed for each specific CHANGE ORDER.

Payment for services rendered during any billing period by the PROFESSIONAL, and/or its SUBPROFESSIONAL(S), 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).

(2) PAYMENT FOR SERVICES PERFORMED

The COUNTY shall pay the PROFESSIONAL on the basis of services completed for tasks set forth in this Agreement and any CHANGE ORDERS agreed upon by the PROFESSIONAL and the COUNTY. Payments shall be made for the PROFESSIONAL'S work-in progress or completed service items based on the agreed method of compensation as outlined in the Agreement.

When the Lump-Sum Payment Method is used for a particular service or activity within a CHANGE ORDER, the COUNTY shall pay the PROFESSIONAL for services performed for tasks set forth in the CHANGE ORDER on the basis of the invoice statement covering the PROFESSIONAL'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 PROFESSIONAL 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 PROFESSIONAL as invoices are provided from the PROFESSIONAL, 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 PROFESSIONAL'S invoice statement, the COUNTY shall notify the PROFESSIONAL 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 PROFESSIONAL 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 7 – TIMELY ACCOMPLISHMENT OF SERVICES

The timely performance, provision, and completion of the required PROFESSIONAL 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 PROFESSIONAL does not accomplish and complete the required services in a timely manner. The PROFESSIONAL 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 PROFESSIONAL SERVICES will be provided and performed in a timely and diligent manner.

If the PROFESSIONAL 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) 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.

As an alternative to termination, the COUNTY may also, at its option, upon written notice to the PROFESSIONAL, withhold any and all payments due and owing to the PROFESSIONAL, not to exceed the amount of the compensation for any work in dispute, until such time as the PROFESSIONAL resumes performance of its obligations in such a manner as to get back on schedule in accordance with the time and schedule of performance requirements set forth in this Agreement, or as set forth in any MODIFICATION(S) or CHANGE ORDER(S) issued pursuant thereto.

The PROFESSIONAL, 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 hereunder and/or authorized by any given CHANGE ORDER to this Agreement.

In the event there are delays which would modify or extend the completion date, the PROFESSIONAL shall, within seven (7) calendar days of discovery of such delay, submit a written request to the COUNTY seeking a time extension to complete the 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 CHANGE ORDER expires and the PROFESSIONAL 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. This section shall expressly apply to claims for early completion, as well as claims based on late completion.

SECTION 8 – STANDARDS OF PROFESSIONAL SERVICE

The work and services to be provided and/or performed by the PROFESSIONAL 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 the COUNTY executes this Agreement and/or which may subsequently be changed or revised. All final documents, reports, studies, or other data prepared by the PROFESSIONAL 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 – PROFESSIONAL'S QUALITY CONTROL

9.1 – RESPONSIBILITY TO CORRECT

The PROFESSIONAL agrees to be responsible for the professional quality, technical adequacy and accuracy, timely completion, 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 PROFESSIONAL, or any SUBCONSULTANT(S) utilized by the PROFESSIONAL, pursuant to this Agreement.

Upon written notice from the COUNTY, the PROFESSIONAL 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 PROFESSIONAL.

If the PROFESSIONAL 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 PROFESSIONAL or deducted from payment due to the PROFESSIONAL.

If any work or submittal prepared by the PROFESSIONAL contains an error, omission, deficiency, or mistake and the PROFESSIONAL fails to correct such error, omission, deficiency or mistake within the time period established for completion in the notice to correct, the COUNTY, in its discretion, may, elect to terminate this Agreement.

9.2 – COUNTY'S APPROVAL SHALL NOT RELIEVE PROFESSIONAL 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 PROFESSIONAL shall in any way relieve the PROFESSIONAL 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 PROFESSIONAL'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 PROFESSIONAL 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 PROFESSIONAL in which the COUNTY participates either through review of or concurrence with the PROFESSIONAL'S actions. In reviewing, approving, or rejecting any submissions or other work prepared by the PROFESSIONAL, the COUNTY in no way assumes or shares any of the responsibility or liability of the PROFESSIONAL under this Agreement.

SECTION 10 – WORK WITHIN COUNTY PROPERTY / PROFESSIONAL TO REPAIR PROPERTY

DAMAGE CAUSED BY THE PROFESSIONAL OR ITS SUBCONSULTANTS

10.1 As applicable, the PROFESSIONAL, any SUBCONSULTANT retained by PROFESSIONAL, or any other person, firm, corporation, or other entity that contracts with or provides goods or services to the PROFESSIONAL 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 any COUNTY easement(s), or as permitted by this solicitation or by law.

10.2 The PROFESSIONAL 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 PROFESSIONAL and/or its SUBCONSULTANT(S). The COUNTY reserves the right, should the PROFESSIONAL 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 PROFESSIONAL directly or via reimbursement to the COUNTY from the PROFESSIONAL.

SECTION 11 – REPORTS AND REVIEWS

11.1 The COUNTY may, at any time, require the PROFESSIONAL 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 PROFESSIONAL to provide an estimate of the overall percentage of completion.

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

SECTION 12 – DOCUMENTS

The documents which comprise this Agreement between the COUNTY and the PROFESSIONAL consist of the following:

1. This Professional Services Agreement and its Exhibits.

2. Any CHANGE ORDERS or MODIFICATIONS issued pursuant to this Agreement and executed by the COUNTY and the PROFESSIONAL.

3. Request for Statements of Qualifications – RSQ-TPR-26-032, including any written addenda.

SECTION 13 - COMPLIANCE WITH LAWS AND REGULATIONS

13.1 The PROFESSIONAL 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, particularly those laws and regulations included and referenced 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 PROFESSIONAL shall give all notice and comply with all laws, ordinances, rules, and regulations applicable to the PROFESSIONAL SERVICES. If the PROFESSIONAL observes that any of the Contract Documents or executed CHANGE ORDER are contradictory to such laws, rules, and regulations, the PROFESSIONAL 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 PROFESSIONAL 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 PROFESSIONAL shall bear all related costs.

SECTION 14 – PROHIBITION AGAINST CONTINGENCY FEES

The PROFESSIONAL warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the PROFESSIONAL to solicit or secure this Agreement and that the PROFESSIONAL has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for the PROFESSIONAL, 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 PROFESSIONAL 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 PROFESSIONAL represents that it has furnished a Public Entity Crimes Affidavit pursuant to Section 287.133, Florida Statutes. 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 PROFESSIONAL agrees to include this provision in all contracts it issues as a result of this Agreement.

SECTION 16 – NON-DISCRIMINATION

Pursuant to subsection 287.134(2)(a), Florida Statutes, an entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to the state or any department or agency of this state (“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. The PROFESSIONAL agrees to include this provision in all contracts issued as a result of this Agreement.

SECTION 17 – SCRUTINIZED COMPANIES

(1) 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 s. 215.4725, 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 Petroleum Energy Sector List or the Scrutinized Companies with Activities in Iran Terrorism Sectors List created pursuant to s. 215.473; or

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

By signing this Agreement, the PROFESSIONAL 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 PROFESSIONAL agrees to notify the COUNTY if placement on any of the aforementioned lists occurs or if the PROFESSIONAL is engaged in a boycott of Israel or has business operations in Cuba or Syria.

The COUNTY may terminate this Agreement if the PROFESSIONAL certification above is found to be false; has been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel; has been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or the Scrutinized Companies with Activities in Iran Terrorism Sectors List; or has been 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 PROFESSIONAL shall allow public access to documents and materials made or received pursuant to this Agreement by either party in accordance with the requirements of Florida's Public Records Act, Chapter 119, Florida Statutes. To the extent required by Section 119.0701, Florida Statutes, the PROFESSIONAL shall (a) keep and maintain public records required by the COUNTY to perform the services under the Agreement; (b) upon request from the COUNTY’S custodian of public records, provide the COUNTY with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided for under Florida's Public Records law; (c) ensure that public records that are exempt or confidential and exempt from the public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract, if the PROFESSIONAL does not transfer the records to the COUNTY;

and (d) upon completion of the contract, transfer, at no cost to the COUNTY, all public records in possession of the PROFESSIONAL. Upon transfer, the PROFESSIONAL shall destroy any duplicate public records that are exempt or confidential and exempt from the 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. All documentation produced as part of this Agreement will become the property 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.

Under Florida law, a PROFESSIONAL who fails to provide the public records to the COUNTY within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes, and such non-compliance will constitute a breach of the Agreement and may serve as grounds for termination of this Agreement.

SECTION 19 – RETENTION OF DOCUMENTS

All documents prepared or obtained under this Agreement are the property of the COUNTY without restriction or limitation on their use and shall be made available upon request to the COUNTY at any time.

19.1 Said records and documentation shall be retained by the PROFESSIONAL and made available to the COUNTY for a minimum of five (5) years from the date of completion of the work.

The COUNTY shall have the right to audit, inspect, and copy all such records and documentation as often as the COUNTY deems necessary during the term of this Agreement and during the above referenced five (5) year period at actual costs; provided, however, such activity shall be conducted only during normal business hours. If agreed to by the parties, the PROFESSIONAL shall retain records and supporting documentation until further notified.

19.2 For those projects funded by State funds, the PROFESSIONAL agrees to cooperate with any audit(s) requested by the State Auditor General's Office or, in the instance of federal funding, by the funding agency.

SECTION 20 – CONFLICT OF INTEREST

The PROFESSIONAL represents that it presently has no interest, either direct or indirect, that may or could conflict in any manner with the performance of the services required by this Agreement, and which interest has not been disclosed to the COUNTY in writing. The PROFESSIONAL expressly agrees that, throughout the Effective Period, it shall not acquire an interest, either direct or indirect, which would conflict in any manner with the performance of services required by this Agreement, or which would conflict with any interest of the COUNTY. The PROFESSIONAL further agrees that no person having any such interest shall be employed or engaged by the PROFESSIONAL for said performance. In addition, the PROFESSIONAL shall require all SUBCONSULTANTS to comply with the provisions of this Section.

If the PROFESSIONAL is about to engage in representing another client, whom it in good faith believes could result in a conflict of interest with the work being performed by the PROFESSIONAL pursuant to this Agreement, then the PROFESSIONAL shall promptly bring such potential conflict of interest to the COUNTY'S attention, in writing. The COUNTY will advise the PROFESSIONAL within twenty (20) calendar days, in writing, if such conflict of interest exists. If the COUNTY determines that a conflict of interest exists, the PROFESSIONAL and/or any SUBCONSULTANT shall decline the representation upon the COUNTY'S written notice. If the COUNTY determines that there is no such conflict of interest, then the COUNTY shall give its written consent to such representation.

In the event the PROFESSIONAL fails to advise or notify the COUNTY, as provided hereinabove, of representation which could, or does, result in a conflict of interest, or should the PROFESSIONAL fail to decline such representation upon the COUNTY'S written notice, the COUNTY may, in its sole discretion, terminate this Agreement in accordance with the provisions of Section 23 below.

SECTION 21 – INSURANCE

The PROFESSIONAL shall not commence any work pursuant to this Agreement until satisfactory proof of all insurance required hereunder has been provided to and approved by the COUNTY. It shall be the responsibility of the PROFESSIONAL to ensure that all SUBCONSULTANT(S) performing services pursuant to this Agreement comply with the insurance requirements of this provision. The PROFESSIONAL shall furnish to the COUNTY certificate(s) of insurance in the form required by COUNTY and, if requested by the COUNTY, the PROFESSIONAL shall provide certified copies of all required insurance policies. The certificate(s) of insurance shall clearly indicate that the PROFESSIONAL has obtained insurance of the type, amount, and classification required for strict compliance with this Agreement and that no reduction in coverage or in limits, suspension, or cancellation of the insurance shall be effective without thirty (30) calendar days’ prior written notice to the COUNTY, as provided below. All certificate(s) of insurance shall be signed by a person authorized by that insurer to bind coverage on its behalf.

Each insurance policy required by this Agreement shall be endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits, except after thirty (30) calendar days’ prior written notice by certified mail (return receipt requested) has been given to the COUNTY to the attention of the Pasco County Risk Manager, Internal Services Building, 7536 State Street, Suite 111, New Port Richey, Florida 34654. In the event any insurance coverage expires prior to the expiration of this Agreement, a renewal certificate shall be issued within thirty (30) calendar days prior to said expiration. Compliance with the foregoing requirements shall not relieve the PROFESSIONAL of any liability and/or other obligations pursuant to this Agreement. Neither approval by the COUNTY, nor a failure to disapprove insurance certificates or policies furnished by the PROFESSIONAL, shall release the PROFESSIONAL from full responsibility of all liability or its obligations under this Agreement.

All insurance policies shall be issued by responsible companies authorized to do business under the laws of the State of Florida. Said insurance companies shall have an "A" policyholders' rating, have a financial rating of at least Class VIII in accordance with the most current Best Key Rating Guide, and shall be satisfactory to the COUNTY.