CN-770000-20030.pdf

FWC Contract No.20030

STATE OF FLORIDA

FLORIDA FISH AND WILDLIFE CONSERVATION COMMISSION

CONTRACT No. 20030

AGREEMENT BETWEEN OWNER AND ARCHITECT-ENGINEER

FOR CONTINUING CONTRACTS

PROJECT NAME: Southwest Region Professional Services Continuing Project (FWC

19/20-66)

LOCATION: Statewide

ARCHITECT-ENGINEER:

Pinnacle Engineering Group, P.A.

2032 Thomasville Road, Suite C, Tallahassee, FL 32308 850-422-1763 Office

FWC Contract No. 20030

AGREEMENT FOR PROFESSIONAL SERVICES

This Agreement made this______ in the year Two Thousand Twenty by and between the State of Florida, Florida Fish and Wildlife Conservation Commission hereinafter called the Owner, and

Pinnacle Engineering Group, P.A.

2032 Thomasville Road, Suite C, Tallahassee, FL 32308 850-422-1763 Office

Federal ID Number 51-0475052001 hereinafter called the Architect-Engineer.

WITNESSETH that the Owner intends to periodically implement Specific Designated Projects under this Agreement.

Projects implemented under this Agreement shall be those having estimated construction costs not exceeding $2,000,000.00 and study fees not exceeding $200,000.00 as provided in section 287.055(2)(g), Florida Statutes.

The Architect-Engineer's billing rates shall be as identified in Attachment A, attached as part of this Agreement. The Architect-Engineer shall not deviate from these billing rates without first obtaining the Owner’s written consent.

Now therefore, the Owner and the Architect-Engineer agree as follows:

ARTICLE 1 - THE ARCHITECT-ENGINEER AGREES TO PROVIDE PROFESSIONAL SERVICES FOR THE PROJECTS:

The architect-engineer agrees to provide professional services for each specific designated project as set forth in each individually executed Task Assignment Notification Form (TA) Attachment B hereafter referenced as TA and Change Order Notification Form (CO) Attachment C hereafter referenced as CO. For 3 years from the initial period of execution with the option of 3, 1-year renewals.

ARTICLE 2 - THE OWNER AGREES TO PAY THE ARCHITECT-ENGINEER AS COMPENSATION FOR THEIR SERVICES:

The owner agrees to pay the architect-engineer as compensation for services for each specific designated TA project.

2.1 For Basic Services the lump sum or not-to-exceed amount negotiated between the Architect-Engineer and the Owner's designated Contract Manager or Project Manager.

2.2 For Additional Services defined in Article 4 to be paid as a Lump Sum (unless agreed upon specifically), the Lump Sum prescribed in the authorization.

2.3 For Additional Services defined in Article 4 to be paid as a multiple of Actual Payroll Costs, the multiplier of 2.44% (includes overhead and profit) shall be applied to the actual Payroll Costs for those Additional Services defined in Article 4. Actual Payroll Costs shall be defined as the cost of salaries or wages paid directly to personnel engaged on the Project. The multiple being applied to the Actual Payroll Costs cover overhead, profit and fringe benefits including, but not limited to, social security contributions, unemployment taxes, excise taxes, payroll taxes, workers’ compensation, health and retirement benefits, bonuses, sick leave, vacation and holiday pay.

2.4 Each TA will designate the persons and responsibilities of the Commission’s Contract Manager and Project manager.

November 5, ARTICLE 3 - ENGINEER'S BASIC SERVICES

3.1.1 The Architect-Engineer shall consult with the Owner to determine the project’s requirements.

3.1.2 The Architect-Engineer shall prepare Schematic Design Studies leading to a recommended solution together with a general description of the project for the Owner’s approval. The Architect-Engineer also shall submit to the Owner sets of hard (paper) copies (number to be determined per project) and/or an electronic copy (.pdf) of the Schematic Design Studies Documents and the Estimate of Probable Project Construction Cost based on current area, volume or other unit costs.

3.1.3 The Architect-Engineer shall prepare from the approved Schematic Design Studies the Design Development

Documents consisting of plans, elevations and other drawings, including perspective sketches, and outline specifications to fix and illustrate the size and character of the entire Project in its essentials as to kinds of materials, type of structure, mechanical, electrical systems, civil/site work and other such work as may be required. The Architect-Engineer shall submit to the Owner sets of hard (paper) copies (number to be determined per project) and/or an electronic copy (.pdf) of the Design Development Documents, and the revised Estimate of Probable Project Construction Cost based on current area, volume, or other unit costs.

3.2 Construction Documents Phase

3.2.1 The Architect-Engineer shall prepare from the approved Design Development Documents, Contract

Documents consisting of Working Drawings and Specifications and setting forth in detail the work required for the architectural, civil, structural, mechanical, electrical service-connected equipment, and civil/sitework, and the necessary bidding information, General Conditions of the Contract and Supplementary General Conditions of the Contract, and shall assist in the drafting of the Proposal and Contract Forms. The Architect-Engineer shall submit to the Owner sets of hard (paper) copies (number to be determined per project) and/or an electronic copy (.pdf) of the Contract Documents, and a further revised Estimate of Probable Project Construction Costs based on current area volume, or other unit costs.

3.2.2 The Architect-Engineer shall keep the Owner informed of any adjustments to previous Estimates of Probable

Project Construction Cost indicated by changes in scope, requirements or market conditions.

3.2.3 The Architect-Engineer shall furnish copies of the Contract Documents for the Permitting and Bidding Phases of the project, consisting of construction drawings, specifications, construction agreement forms, general conditions, special provisions and technical provisions. Upon approval of the Contract Documents, the Architect-Engineer will furnish the Owner with two (2) copies of the Computer Aided Design and Drafting (CADD) Documents as described in Article 3.2.6.

3.2.4 It shall be the responsibility of the Architect-Engineer to provide documents (Design Documents, Specifications, etc.) which conform to applicable building codes (see Rule 60D-7, Florida Administrative Code) and zoning codes and generally accepted construction industry standards in addition to the DMS Design and Construction Guidelines.

The Architect-Engineer shall signify responsibility for the Contract documents prepared pursuant to this

Agreement by affixing his/her signature, date and seal thereto as required by Chapters 471 and 481, Florida Statutes. If the facility being constructed meets the definition of a threshold building as defined in section 553.71(7), Florida Statutes, then the Architect-Engineer shall insert the following statement on each sheet required by Chapters 471 and 481, Florida Statutes, to be signed, sealed and dated by the Architect-Engineer:

“To the best of my knowledge, the plans, specifications, and addenda comply with the applicable minimum building codes.”

Where this Agreement provides for the Owner's approval of the Architect-Engineer's design suggestions and decisions, such approval shall not relieve the Architect-Engineer of any responsibility or warranty hereunder.

3.2.5 When the facility being designed under this Agreement meets the definition of a threshold building as defined in section 553.71(7), Florida Statutes, the Architect-Engineer must prepare and submit to the Owner and Permitting Authority two (2) copies of a Threshold Building Inspection Plan. This Threshold Building Inspection Plan must give specific inspection procedures and schedules so that the building will be adequately inspected for compliance with the permitted construction documents.

3.2.6 When the appropriation for the facility being designed under this Agreement includes an amount for Art Work pursuant to section 255.043, Florida Statutes, the Architect-Engineer's principal, or Project Manager shall participate on the art selection committee, which shall be organized and administered by the State of Florida, Department of State.

The Architect-Engineer shall use a computer aided design and drafting application (CADD) application and shall provide the Owner with two (2) sets of disk files at the conclusion of 100 percent Construction Documents defined in Article 3.2. Drawing files will be compatible with "AutoCad 2009" or a later version. One named electronic drawing file should yield exactly one final plot sheet. The project manual (specifications) should be in Microsoft Word (.doc) or Adobe .pdf format. Disk files shall be provided on CD media Drawings are to be transmitted in a “bound” form with no x-refs and with all needed layers turned on. Include any special fonts or symbols (blocks) that may be needed to seamlessly open the file.

3.3 Construction Phase - General Administration of Construction Contracts

3.3.1 The Architect-Engineer shall assist the Owner in obtaining proposals from Contractors and in awarding and preparing construction contracts.

3.3.2 To the extent provided by the contract for this project between the Owner and the Contractor, the Architect-

Engineer shall make decisions on all claims of the Owner and the Contractor and on all other matters relating to the execution and progress of the work or the interpretation of the Contract Documents. The Architect- Engineer shall check and approve samples, schedules, shop drawings and other submissions only for conformance with the design concept of the Project and for compliance with the information given by the Contract Documents, prepare Change Orders and assemble written guarantees required of the Contractor.

3.3.3 The Architect-Engineer will make periodic visits to the site to become familiar with the progress and quality of the work and to determine in general if the work is proceeding in accordance with the Contract Documents.

The planned periodic visits shall be as shown in Exhibit II, attached as a part of this Agreement. The Architect- Engineer will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the work; will not be responsible for the techniques or sequences of construction or the safety precautions incident thereto, and will not be responsible for the Contractor's failure to carry out the construction work in accordance with the Contract Documents. On the basis of his/her observations as a qualified professional while at the site, the Architect-Engineer will keep the Owner informed of the progress of the work, will endeavor to guard the Owner against defects and deficiencies in the work of Contractors, and may condemn work as failing to conform to the Contract Documents. Based on such observations and the Contractor's Applications for Payment, the Architect-Engineer will determine the amount owing to the Contractor and will issue Certificates for Payment in such amounts. These Certificates will constitute a representation to the Owner, based on such observations and the data comprising the Application for Payment that the work has progressed to the point indicated. By issuing a Certificate for Payment, the Architect-Engineer will also represent to the Owner that, to the best of his/her knowledge, information, and belief based on what the observations have revealed, the quality of the work is in accordance with the Contract Documents. The Architect-Engineer will conduct inspections to determine the dates of substantial and final completion and issue a final Certificate of Payment. When underground utilities are included as part of the work, the Architect-Engineer will prepare Record Documents of that work based upon information prepared and certified by the Contractor.

ARTICLE 4 - ADDITIONAL SERVICES OF THE ARCHITECT-ENGINEER

The following services cause the Architect-Engineer extra expense. If any of these services are previously authorized in writing by the Owner's Project Manager or Contract Manager, the services they shall be paid for by the Owner as a Lump Sum as prescribed in Article 2.2 or as a Multiple of Actual Payroll Costs as prescribed in Article 2.3, whichever is specified in the TA or CO.

4.1 Additional Services due to significant changes in general scope of the Project or its requirements including, but not limited to, changes in size, complexity, or character of construction.

4.2 Making measured drawings of existing construction when required for planning additions or alterations thereto.

4.3 Revising previously approved drawings or specifications to accomplish changes.

4.4 Providing Detailed Cost Estimates.

4.5 When required by the Owner, preparing documents for Alternate Bids and Change Orders or for supplemental work initiated after commencement of the construction phase.

4.6 Consultation concerning replacement of any work damaged by fire or other cause during construction and furnishing professional services of the types set forth in Article 3 as may be required in connections with the replacement of such work.

4.7 Arranging for the work to proceed should the Contractor default due to delinquency or insolvency.

4.8 Providing prolonged contract administration and observation of construction should the construction contract time be exceeded by more than 25 percent due to no fault of the Architect-Engineer. Construction contract time is the period of time allotted in the Contract Documents for completion of the work, including Substantial Completion and Final Completion.

4.9 Provide record-set documents in electronic format (AutoCAD 2009 or later) on CD media by revising as-built drawings to show changes made during the construction process, based on marked up prints, drawings and other data furnished by the Construction Manager.

4.10 Additional services resulting from the Project involving more than one general construction contract, or separate construction contracts for different building trades, or separate equipment contracts.

4.11 Making an inspection of the Project prior to expiration of the guarantee period and reporting observed discrepancies under guarantees provided by the construction contracts.

4.12 Additional Services in connection with the Project not otherwise provided for in this Agreement.

ARTICLE 5 - THE OWNER'S RESPONSIBILITIES

5.1 The Owner shall provide full information as to requirements for the Project.

5.2 The Owner shall designate representatives authorized to act in its behalf and shall examine documents submitted by the Architect-Engineer; render decisions promptly to avoid unreasonable delay in the progress of the Architect-Engineer's work; and observe the procedure of issuing orders to contractors only through the Architect-Engineer.

5.3 The Owner shall furnish or direct the Architect-Engineer to obtain, at the Owner's expense, a certified survey of the site giving, as required, grades and lines of streets, alleys, pavements and adjoining property; rights of way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the building site; locations, dimensions and complete data pertaining to existing buildings; other improvements and trees; full information as to available service and utility lines, both public and private; and test borings and pits necessary for determining subsoil conditions.

5.4 The Owner shall pay for structural, chemical, mechanical, soil mechanics or other tests and reports, if required.

5.5 The Owner shall arrange and pay for such legal, auditing, and insurance counseling services as may be required for the Project.

5.6 If the Owner observes or otherwise becomes aware of any defects in the Project, prompt written notice shall be given to the Architect-Engineer.

5.7 If the Estimate of Probable Project Construction Cost, the Detailed Cost Estimate, or the lowest bona fide proposal is in excess of any limit stated herein, the Owner may give written approval for an increase in the limit or shall cooperate in revising the project scope or quality, or both, to reduce the cost as required by TA or CO.

5.8 The Owner may retain a Construction Manager to manage the Project. The Construction Manager’s services, duties and responsibilities will be as described in the Agreement Between Owner and Construction Manager.

The Terms and Conditions of the Owner/Construction Contractor Agreement will be furnished to the Architect-Engineer and will not be modified without notification of the Architect-Engineer.

ARTICLE 6 - PROJECT CONSTRUCTION COST

6.1 Project Construction Cost shall be based upon one of the following sources with precedence in the order listed:

6.1.1 Lowest acceptable bona fide Contractor's proposal received for any or all portions of the project.

6.1.2 Detailed Estimate of Project Construction Cost if authorized by the Owner.

6.1.3 The Architect-Engineer's latest Estimate of Probable Project Construction Cost based on current area, volume or other unit costs.

6.2 When labor, material or service-connected equipment is furnished by the Owner, the Project Construction

Cost shall include costs at current market cost.

ARTICLE 7 - STATEMENTS OF PROJECT COST

7.1 Owner's Construction Budget - The Owner's Construction Budget is the amount budgeted for actual construction of the Project including connections to utilities but is exclusive of cost of land, furnishings, and professional fees. The Owner's Construction Budget will be the estimated amount shown in the written TA or CO for each Specific Designated Project.

7.2 Architect-Engineer's Estimates - Since the Architect-Engineer does not have control over the cost of labor and materials, or over competitive bidding and market conditions, the estimates of construction cost provided for are to be made on the basis of experience and qualifications, but the Architect-Engineer does not guarantee the accuracy of estimates of probable cost as compared to the Contractor's bids.

However, the Architect-Engineer shall conform to the following provisions in an attempt to keep the Project cost within the Owner's Construction Budget.

7.2.1 By 50 percent completion of the Construction Documents Phase, the Architect-Engineer shall resolve with the

Owner any apparent discrepancy between Estimates of Probable Construction Cost and the scope and requirements of the Owner. The Architect-Engineer shall be permitted to include acceptable alternates in the contract documents to provide a finished and acceptable facility within the Owner's Construction Budget. The Owner’s inability to award an acceptable construction contract because the lowest acceptable bid is greater than the Owner's Construction Budget shall be cause for the Architect-Engineer to be required to revise the project at his/her own cost and expense in accordance with the requirements of this Agreement until a contract can be awarded within the Owner's Construction Budget.

7.2.2 If the Architect-Engineer advises the Owner, in writing, before Construction Documents are 50 percent complete, that in his/her opinion the scope of the work which the Owner establishes and insists upon will cause the construction cost to exceed the Owner's Construction Budget and resolution thereafter if this discrepancy fails; or if the Owner increases the probable construction cost during the Construction Document phase by adding to the scope and/or requirements, and the Architect-Engineer so notifies the Owner in writing of the probable increase in cost, and the Owner orders the Architect-Engineer to proceed notwithstanding, then the Architect-Engineer shall not be responsible for the Owner’s inability to award a construction contract within the Owner's Construction Budget. Under such conditions the extra work of the Architect-Engineer, as required to include in the Bidding Documents alternates as requested by the Owner and/or to redesign and redraft the contract documents, shall be considered an "Additional Service" and payment for such extra work shall be as provided for under Article 4.

7.2.3 If an award of construction contract is delayed more than four (4) months following the completion of contract documents, the Architect-Engineer shall be permitted to revise his/her estimates in accordance with recognized published changes in construction costs.

ARTICLE 8 - PERIOD OF SERVICE

8.1 The services called for in the Schematic Design Phase of the Agreement shall be completed and the Schematic

Design Studies Documents and Estimates of Probable Project Construction Costs submitted to the Owner within the calendar days as prescribed in the written TA or CO following authorization for the Architect- Engineer to proceed with the Project.

8.2 Upon written authorization from the Owner, the Architect-Engineer shall proceed with the performance of the services called for in the Design Development Phase of this Agreement, and shall submit the copies of the Design Development Documents and revised Estimates of Probable Cost within the calendar days prescribed in the written TA or CO following authorization for the Architect-Engineer to proceed with the Design Development Phase Services.

8.3 After acceptance by the Owner of the Design Development Documents and revised Estimates of Probable

Cost, indicating any specific modifications or changes in scope desired by the Owner, and upon written authorization from the Owner, the Architect-Engineer shall proceed with the performance of the services called for in the Construction Documents Phase of this Agreement, and shall submit copies of the Contract Documents and further revised Estimates of Probable Project Construction Costs within the calendar days prescribed in the written TA or CO following authorization for the Architect-Engineer to proceed with the Construction Documents Phase.

8.4 Unless sooner terminated as provided in Article 11 this agreement shall remain in force from upon execution of this Agreement - through June 30, 2023 or a period following June 30, 2023 which may reasonably be required for the design, award of contracts and construction of specific designated projects issued through a TA or CO including extra work and any required extension thereto. At the Owner's option, this Agreement may be extended by the Owner's Contract’s Administrator to cover the option of 3, 1-year renewals.

ARTICLE 9 - PAYMENTS TO ARCHITECT-ENGINEER

9.1 Payments on account of the Architect-Engineer's services shall be as follows:

9.1.1 For Basic Services of the Architect-Engineer, payments shall be made as prescribed in the written TA or CO as identified in the attached billing rates Attachment A for each Specific Designated Project.

9.1.2 Payments for Additional Services of the Architect-Engineer as defined in Article 4 as a Lump Sum shall be made as prescribed in TA or CO as identified in the attached billing rates Attachment A for each Specific Designated Project.

9.1.3 Payments for Additional Services of the Architect-Engineer's services as defined in Article 4 as a Multiple of

Actual Payroll Costs, and for Reimbursable Expense as defined in Article 18, shall be made as defined in the TA or CO as identified in the attached billing rates Attachment A for each Specific Designated Project.

9.1.4 The Architect-Engineer shall request such compensation by submitting a properly completed invoice which must include all the information provided in Attachment D. A Design Professional’s Status Report of Minority & Disabled Veteran's Business Enterprise, Attachment E most also accompany all invoices. This form must be included even if no minorities were utilized. All Forms may be downloaded at:

http://dms.myflorida.com/business_operations/real_estate_development_management/building_construct ion/forms_and_documents

9.1.5 Five (5) calendar days shall be allowed for the Owner's inspection and approval of the goods and services for which any invoice has been submitted.

9.2 No deduction shall be made from the Architect-Engineer's compensation on account of penalty, liquidated damages, or other sums withheld from payments to contractors.

9.3 If any work designed or specified by the Architect-Engineer during any phase of service is abandoned or suspended in whole or in part, the Architect-Engineer is to be paid for the service performed on account of it prior to receipt of written notice from the Owner of such abandonment or suspension, together with reimbursements then due and any terminal expense resulting from abandonment or suspension for more than three months.

9.4 If the Project is suspended or abandoned in whole or in part for more than three months, the Architect shall be compensated for all services performed prior to receipt of written notice from the Owner of such abandonment, together with Reimbursable Expenses then due.

9.5 As consideration for the services rendered by the Contractor under the terms of this Contract, the Commission shall pay the Contractor based on the fee schedule identified as billing rates and attached as Attachment A.

9.6 The Commission shall pay the Contractor for satisfactory performance of the TA or CO, as evidenced by the completed deliverables, upon submission of invoices, accompanied by supporting documentation sufficient to justify invoiced expenses or fees, and after acceptance of services and deliverables in writing by the Commission’s Contract Manager, identified in each TA or CO. Unless otherwise specified in the TA or CO, invoices shall be due monthly, commencing from the start date of this Contract. Invoices must be legible and http://dms.myflorida.com/business_operations/real_estate_development_management/building_construction/forms_and_documents http://dms.myflorida.com/business_operations/real_estate_development_management/building_construction/forms_and_documents must clearly reflect the services that were provided in accordance with the terms of the Contract for the invoice period. Unless otherwise specified TA or CO, a final invoice shall be submitted to the Commission no later than forty-five (45) days following the expiration date of this Contract to assure the availability of funds for payment.

9.7 Invoices. Each invoice shall include the Commission Contract Number and the Contractor’s Federal Employer

Identification (FEID) Number. Invoices may be submitted electronically to the attention of the Commission’s Contract Manager identified in each TA or CO. If submitting hard copies, an original and two (2) copies of the invoice, plus all supporting documentation, shall be submitted. All bills for amounts due under this Contract shall be submitted in detail sufficient for a proper pre-audit and post audit thereof. Contractor acknowledges that the Commission’s Contract Manager shall reject invoices lacking documentation necessary to justify invoiced expenses.

9.8 Travel Expenses. If authorized in the TA or CO, travel expenses shall be reimbursed in accordance with Section

112.061, F.S.

9.9 State Obligation to Pay. The State of Florida’s performance and obligation to pay under this Contract is contingent upon an annual appropriation by the Legislature. The Parties hereto understand that this Contract and any renewal thereof is not a commitment to future appropriations but is subject to appropriation and authority to spend provided by the Legislature. The Commission shall be the final authority as to the availability of funds for this Contract, and as to what constitutes an “annual appropriation” of funds to complete this Contract. If such funds are not appropriated or available for the Contract purpose, such event will not constitute a default on behalf of the Commission or the State. The Commission’s Contract Manager shall notify Contractor in writing at the earliest possible time if funds are not appropriated or available.

9.10 Prohibition against Using Contract Funds for the Purpose of Lobbying. In accordance with Section 216.347, F.S., the Contractor is hereby prohibited from using funds provided by this Contract for the purpose of lobbying the Legislature, the judicial branch or a state agency. Upon request of the Commission’s Inspector General, or other authorized State official, the Contractor shall provide any type of information the Inspector General deems relevant to the Contractor’s integrity or responsibility.

9.11 Non-Competitive Procurement and Rate of Payment. Section 216.3475, F.S., requires that under non-competitive procurements, a Contractor may not receive a rate of payment in excess of the competitive prevailing rate for those services unless expressly authorized in the General Appropriations Act. If applicable, Contractor warrants, by execution of this Contract, that the amount of non-competitive compensation provided in this Contract is in compliance with Section 216.3475, F.S.

9.12 Time Limits for Payment of Invoices. Payments shall be made in accordance with Sections 215.422 and

287.0585, F.S., governing time limits for payment of invoices. Section 215.422, F.S. provides that agencies have five (5) working days to inspect and approve goods and services, unless bid specifications or the Scope of Work, Attachment A, specifies otherwise. If payment is not available within forty (40) days, measured from the latter of the date the invoice is received or the goods or services are received, inspected and approved, a separate interest penalty set by the Department of Financial Services pursuant to Section 55.03(1), F.S., will be due and payable in addition to the invoice amount. Invoices returned to a vendor due to preparation errors will result in a payment delay. Invoice payment requirements do not start until a properly completed invoice is provided to the agency.

9.13 Electronic Funds Transfer. Contractor agrees to enroll in Electronic Funds Transfer (EFT), offered by the State’s

Chief Financial Officer, within thirty (30) days of the date the last Party has signed this Contract. Copies of the Authorization form and a sample blank enrollment letter can be found on the vendor instruction page at:

http://www.fldfs.com/aadir/direct_deposit_web/Vendors.htm http://www.fldfs.com/aadir/direct_deposit_web/Vendors.htm

Questions should be directed to the State of Florida’s EFT Section at (850) 413-5517. Once enrolled, invoice payments will be made by EFT.

9.14 Vendor Ombudsman. A Vendor Ombudsman, whose duties include acting as an advocate for vendors who may be experiencing problems in obtaining timely payment(s) from a State agency, may be contacted at (850) 413-5516 or by calling the Chief Financial Officer’s Hotline, (800) 342-2762.

ARTICLE 10 - ARCHITECT-ENGINEER'S ACCOUNTING RECORDS

Records of the Architect-Engineer's Direct Personnel, Consultant, and Reimbursable Expense pertaining to this project and records of accounts between the Owner and the Contractor shall be kept on a generally recognized accounting system and shall be available to the Owner or its authorized representative at mutually convenient times.

ARTICLE 11 - TERMINATION OF AGREEMENT

11.1 Commission Unilateral Termination. The Commission may unilaterally terminate this Contract for convenience by providing the Contractor with thirty (30) calendar days of written notice of its intent to terminate. Contractor shall not be entitled to recover any cancellation charges or lost profits.

11.2 Termination – Fraud or Willful Misconduct. This Contract shall terminate immediately in the event of fraud or willful misconduct on the part of the Contractor. In the event of such termination, the Commission shall provide Contractor with written notice of termination.

11.3. Termination - Funds Unavailability. In the event funds to finance this Contract become unavailable or if federal or state funds upon which this Contract is dependent are withdrawn or redirected, the Commission may terminate this Contract upon no less than twenty-four (24) hours’ notice in writing to Contractor. Said notice shall be delivered by certified mail, return receipt requested or in person with proof of delivery. The Commission shall be the final authority as to the availability of funds and will not reallocate funds appropriated for this Contract to another program thus causing “lack of funds.” In the event of termination of this Contract under this provision, Contractor will be compensated for any work satisfactorily completed prior to notification of termination.

11.4. Termination – Other. The Commission may terminate this Contract if the Contractor fails to: 1.) comply with all terms and conditions of this Contract; 2.) produce each deliverable within the time specified by the Contract or extension; 3.) maintain adequate progress, thus endangering the performance of the Contract; or, 4.) abide by any statutory, regulatory, or licensing requirement. Rule 60A-1.006(3), F.A.C., governs the procedure and consequences for default. The rights and remedies of the Commission in this clause are in addition to any other rights and remedies provided by law or under the Contract. Contractor shall not be entitled to recover any cancellation charges or lost profits.

11.5 Contractor Discontinuation of Activities upon Termination Notice. Upon receipt of notice of termination, the

Contractor shall, unless the notice directs otherwise, immediately discontinue all activities authorized hereunder. Upon termination of this Contract, the Contractor shall promptly render to the Commission all property belonging to the Commission. For the purposes of this section, property belonging to the Commission shall include, but shall not be limited to, all books and records kept on behalf of the Commission.

ARTICLE 12 - REUSE OF DOCUMENTS

The Documents prepared pursuant to this Agreement shall not be used on other projects except by agreement in writing. The Owner may, at its own expense, obtain a set of reproducible record prints of drawings and other documents, or if required by the Owner, the Architect-Engineer shall deliver to the Owner the original drawings, but in such event the Owner at its own expense shall furnish the Architect-Engineer with a set of reproducible record prints thereof.

ARTICLE 13 - SUCCESSORS AND ASSIGNS

The Owner and the Architect-Engineer shall each bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party in respect of all covenants of this Agreement. Neither the Owner nor the Architect-Engineer shall assign, sublet or transfer his/her interest in this Agreement without the written consent of the other.

ARTICLE 14 - CLAIMS AND DISPUTES

The provisions of Rule 28-106, Florida Administrative Code are referred to and adopted by reference as though set forth herein.

Under the terms of this Agreement the Architect-Engineer shall not have any right to compensation other than, or in addition to, that provided by this Agreement to satisfy any claim of any kind whatsoever unless the claim therefore is delivered to the Owner within ninety (90) days from the date of which the act or event constituting the basis of such claim occurs. Failure to present any claim arising under this contract within the ninety (90) day time period specified above shall constitute waiver and abandonment of claimant's right to seek administrative consideration of said claim.

All such claims shall be set forth in a petition addressed to the Owner stating:

(i) The Architect-Engineer's name and business address;

(ii) A concise statement of the ultimate facts, including a statement of all disputed issues of material fact, upon which the claim is based;

(iii) A concise statement of the provisions of the Agreement, together with any federal, state and local laws, ordinances or code requirements or customary practices and usages in the trade or profession asserted to be applicable to the questions presented by the claim; and

(iv) A demand for that specific relief which the Architect-Engineer deems himself entitled.

Within thirty (30) days from the receipt of any petition setting forth the claim, the Owner shall provide the Architect- Engineer its written response stating Owner's position with respect to each claim asserted. Thereafter, upon not less than fifteen (15) days’ notice to the claimant, the Owner shall convene a proceeding pursuant to the Owner’s rules of procedure and shall thereafter enter a final order upon the petition.

The venue for all civil and administrative actions against the Owner shall be in Leon County, unless otherwise agreed by the parties.

ARTICLE 15 - SPECIAL PROVISIONS

15.1 The Architect-Engineer must use the latest edition of the Professional Services Guide (PSG) provided by the

Owner. It is furnished to assist the Architect-Engineer in the performance of his/her services under this Agreement. Since this document is merely a guide, the Architect-Engineer must discuss the specific requirements of each project with the Owner's Project Manager and utilize only those portions of the document that applies. The Architect-Engineer should access this document from the Owner’s website at:

http://dms.myflorida.com/business_operations/real_estate_development_management/building_construct ion/forms_and_documents

15.2 It shall be the responsibility of the Architect-Engineer to fully inform the Owner of the progress of the Planning and Design. To this end, the Architect-Engineer shall furnish the Owner with a complete and descriptive status report and a forecasted completion schedule at the end of each month following the receipt of the signed contract documents. The Architect-Engineer shall furnish these reports until a contract award is made for construction at which time the reports described in Article 16.3 shall be furnished.

http://dms.myflorida.com/business_operations/real_estate_development_management/building_construction/forms_and_documents http://dms.myflorida.com/business_operations/real_estate_development_management/building_construction/forms_and_documents

15.3 The Architect-Engineer shall take minutes of all meetings held with the Owner and/or Client Agency and shall provide copies of the same to the Owner and Client Agency within ten (10) days following such meetings.

15.4 Prohibition Against Contingent Fees

The Architect-Engineer (or registered land surveyor or professional engineer as applicable) warrants that he/she has not employed or retained any company or person, other than a bona fide employee working solely for the Architect-Engineer (or registered land surveyor, or professional engineer, as applicable) to solicit or secure this Agreement and that he/she has not paid or agreed to pay any person, company, corporation, individual or firm other than a bona fide employee working solely for the Architect-Engineer (or registered land surveyor or professional engineer, as applicable) 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 Owner shall have the right to terminate this Agreement without liability and, at his discretion, to deduct from the Basic Services Compensation shown in Article 2, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration.

15.5 By execution of this Agreement, the Architect-Engineer certifies that the wage rates and other factual unit costs supporting the Basic Services compensation specified in Article 2 are accurate, complete and current at the time of negotiations under this Agreement; and that any wage rates or other factual unit costs furnished the Owner in the future to support additional service proposals will also be accurate, complete and current at the time of submitting such proposals. The Architect-Engineer agrees that the Basic Services Compensation and any authorized additional service compensation shall be adjusted to exclude any significant sums by which the Owner determines such compensations were increased due to inaccurate, incomplete or non-current wage rates and other factual unit costs. The Owner and the Architect-Engineer agree that all such adjustments in compensation shall be made within one (1) year following completion of the services covered by this Agreement.

15.6 Architect-Engineer's Payment Rights

Architect-Engineers providing goods and services to the Owner should be aware of the following time frames.

Upon receipt, the Owner has five (5) calendar days to inspect and approve the goods and services (see Article 10.1.5). The Owner has twenty (20) days to deliver a request for payment (voucher) to the Department of Financial Services. The twenty (20) days are measured from the latter of the date the invoice is received or the goods or services are received, inspected and approved.

If a payment is not available to the Owner for transmittal to the Architect-Engineer within forty (40) days, a separate interest penalty set by the Department of Financial Services pursuant to section 55.03, Florida Statutes, will be due and payable in addition to the invoice amount. The forty (40) days are also measured from the latter of the date the invoice is received or the goods or services are received, inspected and approved. Interest penalties of less than one (l) dollar will not be enforced unless the Architect-Engineer requests payment. Invoices which have to be returned to an Architect-Engineer because of Architect-Engineer preparation errors will result in a delay in the payment. The invoice payment requirements do not start until a properly completed invoice is provided to the Owner.

A Vendor Ombudsman has been established within the Department of Financial Services. The duties of this individual include acting as an advocate for vendors who may be experiencing problems in obtaining timely payment(s) from a state agency. The Vendor Ombudsman may be contacted at the Department of Financial Services Consumer Hotline located on their website.

15.7 Public Entity Crime Information Statement

"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 on a contract to provide any goods and services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids 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 thirty-six (36) months from the date of being placed on the convicted vendor list."

15.8 Criminal Background Checks

The Architect-Engineer acknowledges that all employees and agents of the Architect-Engineer and its consultants, their agents and employees, and all other persons performing any of the work under a contract to the Architect-Engineer in connection with the project may be required by the Owner to undergo background checks by the Florida Department of Law Enforcement or other appropriate state or federal agency.

15.9 Unauthorized Aliens

The Owner shall consider the employment by any contractor of unauthorized aliens a violation of section

274A(e) of the Immigration and Nationalization Act. Such violation shall be cause for unilateral cancellation of this contract.

15.10 Unauthorized Aliens Checks Through E-Verify System

Pursuant to the State of Florida, Office of the Governor, Executive Order Number 11-02 entered on January 4, 2011, Architect-Engineer will utilize the U.S. Department of Homeland Security’s E-Verify system to verify the employment eligibility of: (a) all persons employed during the term of the Contract by Architect-Engineer to perform employment duties within Florida within 3 business days after the date of hire; and (b) all persons (including sub-consultants) assigned by Architect-Engineer to perform work pursuant to the Contract with the Department within 90 calendar days after the date the Contract is executed or within 30 days after such persons are assigned to perform work pursuant to the Contract, whichever is later.

15.11 Annual Appropriation

The State of Florida’s performance and obligation to pay under this contract is contingent upon an annual appropriation by the Legislature.

15.12 Electronic Mail Capabilities

The Architect-Engineer must have electronic mail capabilities through the World Wide Web. It is the

Owner’s intention to use electronic communication whenever possible for all projects. When possible, plans and specifications for review purposes will also be transmitted electronically to the Department of Management Services. The Architect-Engineer will provide its electronic mail address and a name of a point of contact for electronic communications.

15.13 Indemnification

If Contractor is a state agency or subdivision, as defined in Subsection 768.28(2), F.S., pursuant to Subsection 768.28(19), F.S., neither Party indemnifies nor insures the other Party for the other Party’s negligence. If Contractor is not a state agency or subdivision as defined above, Contractor shall be fully liable for the actions of its agents, employees, partners, or subcontractors and shall fully indemnify, defend, and hold harmless the State and the Commission, and their officers, agents, and employees, from suits, actions, damages, and costs of every name and description, including attorneys’ fees, arising from or relating to personal injury and damage to real or personal tangible property alleged to be caused in whole or in part by Contractor, its agents, employees, partners, or subcontractors, provided, however, that Contractor shall not indemnify for that portion of any loss or damages proximately caused by the negligent act or omission of the State or the Commission. If this is a Professional Services Contract as defined in Subsection 725.08 F.S., then notwithstanding the provisions of Subsection 725.06 F.S., the design professional shall only be liable for, and fully indemnify, defend, and hold harmless the State, the Commission, and their officers, agents, and employees, for actions caused in whole or in part, by the negligence, recklessness, or intentionally wrongful conduct of the design professional and other persons employed or utilized by the design professional in the performance of the contract. However, nothing contained herein shall constitute a waiver by the Commission of its sovereign immunity or the provisions of Section 768.28, Florida Statutes.

15.14 Insurance Requirements

The Architect-Engineer shall maintain during the terms, except as noted, of this Agreement the following insurance:

Professional Liability Insurance in the amount of $1,000,000.00, with deductible per claim Not To Exceed $50,000.00, which shall be the limit of liability providing for all sums which the Architect-Engineer shall become legally responsible to pay as damages for claims arising out of the services performed by the Architect-Engineer or any person employed in connection with this Agreement. This insurance shall be maintained for three years after completion of the construction and acceptance of any work covered by this Agreement. However, the Architect-Engineer may purchase Specific Project Architect’s/Engineer’s Professional Liability which is also acceptable.

Comprehensive general liability insurance with broad form endorsement, including automobile liability, completed operations and products liability, contractual liability, severability of interests with cross liability provision, and personal injury and property damage liability with limits of $300,000.00 combined single limit per occurrence for bodily injury and property damage. Said policy or policies shall name Agent and Owner as additional insured and reflect the hold harmless provision contained herein.

Worker’s Compensation Insurance for the employees of Architect-Engineer as required by Chapter 440, Florida Statutes and employers’ insurance with limits not less than $300,000.00.

A. Other (or increased amounts of) insurance which the Owner shall from time to time deem advisable or appropriate, at the Owner’s expense. Such new or additional insurance to be effective as of the sooner of 90 days after notice thereof or the next annual renewal of any policy being increased (as applicable).

B. All policies except professional liability, shall contain waiver of subrogation against the Owner where applicable, shall expressly provide that such policy or policies are primary over any other collective insurance that the Owner may have.

C. All the above insurance is to be placed with Best-rated A-8 or better insurance companies, qualified to do business under the laws of the State of Florida.

D. The Owner shall be named as an additional insured under all policies, except professional liability and workman’s compensation. Said policies shall contain a “severability of interest” or “cross liability” clause without obligation for premium payment of the Owner. The Owner reserves the right to request a copy of required policies for review.

E. All policies shall provide for 30 days written notice to the Owner prior to cancellation of material change.

15.15 Pursuant to subsection 20.055(5), F.S., Contractor, and any subcontractor to the Contractor, understand and will comply with their duty to cooperate with the Inspector General in any investigation, audit, inspection, review, or hearing. Upon request of the Inspector General or any other authorized State official, the Contractor shall provide any type of information the Inspector General deems relevant to the Contractor's integrity or responsibility. Such information may include, but shall not be limited to, the Contractor's business or financial records, documents, or files of any type or form that refer to or relate to the Agreement.