CN-770000-22197.pdf

PROFESSIONAL SERVICE CONTINUING CONTRACT

STATE OF FLORIDA

FLORIDA FISH AND WILDLIFE CONSERVATION COMMISSION

FWC Contract No. 22197

This contract is entered into by and between the Florida Fish and Wildlife Conservation Commission, whose address is 620 South Meridian Street, Tallahassee, Florida 32399- , and Harris Civil Engineers, LLC FEID 56-2389337 whose address is 1200 Hillcrest Street, Suite 200, Orlando, FL 32803 hereinafter onsultant

WITNESSETH that the Owner intends to periodically implement Specific Designated Projects under this Contract. Projects implemented under this Contract shall be in accordance with Section 287.055(2)(g), Florida Statutes (F.S.).

The Consultant's billing rates shall be as identified in Exhibit I, attached as part of this Contract. The Consultant shall not deviate from these billing rates without first obtaining the written consent.

Now therefore, the Owner and the Consultant agree as follows:

ARTICLE 1 - GENERAL TERMS

The Consultant agrees to provide professional services for each specific designated project as set forth in each individually executed Task Assignment (Exhibit II), hereafter referenced as TA, and Change Order (Exhibit III), hereafter referenced as CO. Task Assignment (TA) and Change Order (CO) are used interchangeably throughout the document. Contract and Agreement are used interchangeably throughout the document.

ARTICLE 2 - COMPENSATION

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

2.1 Basic Services defined in Article 3 are to be paid as a lump sum or not-to-exceed amount negotiated between the Consultant and the Owner's designated Contract Manager or Project Manager.

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

2.3 For Additional Services defined in Article 4 to be paid as a multiple of Actual Payroll Costs, the multiple of 3.14 (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 Co Contract Manager and Project Manager.

2.5 Each TA will designate the Federal or State funding source.

ARTICLE 3 - CONSULTANT'S BASIC SERVICES

3.1.1 The Consultant

3.1.2 The Consultant shall prepare Schematic Design Studies leading to a recommended solution together with a general The Consultant also shall submit to the Owner sets of hard (paper)

FWC Contract No. 22197

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3.1.3 The Consultant 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 Consultant 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 Consultant 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 Consultant 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 Consultant 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 Consultant 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 Consultant 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 Consultant 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 Consultant shall signify responsibility for the Contract documents prepared pursuant to this Contract by affixing his/her signature, date and seal thereto as required by Chapters 471 and 481, F.S. If the facility being constructed meets the definition of a threshold building as defined in section 553.71(7), F.S., then the Consultant shall insert the following statement on each sheet required by Chapters 471 and 481, F.S., to be signed, sealed and dated by the Consultant:

of my knowledge, the plans, specifications, and addenda comply with the applicable minimum building

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

3.2.5 When the facility being designed under this Contract meets the definition of a threshold building as defined in section 553.71(7), F.S., the Consultant 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.

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3.2.6 When the appropriation for the facility being designed under this Contract includes an amount for Art Work pursuant to section 255.043, F.S., the Consultant'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 Consultant 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. -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 Consultant shall assist the Owner as requested with solicitation documents and project oversight.

3.3.2 If requested, the Consultant 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.

3.3.3 If requested, the Consultant 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 Contract. The Consultant 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 Consultant 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. When underground utilities are included as part of the work, the Consultant will prepare Record Documents of that work based upon information prepared and certified by the Contractor.

ARTICLE 4 - ADDITIONAL SERVICES OF THE CONSULTANT

The following services cause the Consultant 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 Change Orders or for supplemental work initiated after commencement of the construction phase.

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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 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 Consultant. Construction contract time is the period of time allotted in the Contract Documents for completion of the work, including Substantial Completion and Final Completion.

4.8 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.

4.9 If requested, making an inspection of the Project prior to expiration of the guarantee period and reporting observed discrepancies under guarantees provided by the construction contracts.

4.10 Additional Services in connection with the Project not otherwise provided for in this Contract.

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 Consultant; render decisions promptly to avoid unreasonable delay in the progress of the Consultant's work.

5.3 If needed, the Owner shall furnish or direct the Consultant 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 Consultant.

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.

and responsibilities will be as described in the Contract Between Owner and Construction Manager. The Terms and Conditions of the Owner/Construction Contractor Contract will be furnished to the Consultant and will not be modified without notification of the Consultant.

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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 Consultant'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 Consultant's Estimates - Since the Consultant 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 Consultant does not guarantee the accuracy of estimates of probable cost as compared to the Contractor's bids.

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

7.2.2 If the Consultant 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 Consultant so notifies the Owner in writing of the probable increase in cost, and the Owner orders the Consultant to proceed notwithstanding, then the Consultant shall not be responsible for the Owner inability to award a construction contract within the Owner's Construction Budget. Under such conditions the extra work of the Consultant, 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.

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7.2.3 If an award of construction contract is delayed more than four (4) months following the completion of contract documents, the Consultant 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 Contract 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 Consultant to proceed with the Project.

8.2 Upon written authorization from the Owner, the Consultant shall proceed with the performance of the services called for in the Design Development Phase of this Contract 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 Consultant 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 Consultant shall proceed with the performance of the services called for in the Construction Documents Phase of this Contract, 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 Consultant to proceed with the Construction Documents Phase.

8.4 Unless sooner terminated as provided in Article 11, this agreement shall be enforced for initial period of five (5) years from contract excution through expiration.

8.5 to renew for an additional one (5) year period.

8.6 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.

ARTICLE 9 - PAYMENTS TO CONSULTANT

9.1 Payments on account of the Consultant's services shall be as follows:

9.1.1 For Basic Services of the Consultant, payments shall be made as prescribed in the written TA or CO as identified in the attached billing rates Exhibit I for each Specific Designated Project.

9.1.2 Payments for Additional Services of the Consultant 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 Exhibit I for each Specific Designated Project.

9.1.3 Payments for Additional Services of the Consultant'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 Exhibit I for each Specific Designated Project.

9.1.4 The Consultant shall request such compensation by submitting a properly completed invoice Exhibit IV. Each request for payment must be submitted utilizing the invoice format attached as Exhibit IV and must include a

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Subconsultant Minority Status Report Form attached as Exhibit V. This form must be included even if no minorities were utilized.

9.1.5 Unless otherwise specified in the Task Assignment or Change Order, 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 Consultant'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 Consultant during any phase of service is abandoned or suspended in whole or in part, the Consultant 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 Consultant 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 Consultant under the terms of this Contract, the Commission shall pay the Consultant based on the fee schedule identified as billing rates and attached as Exhibit I.

9.6 The Commission shall pay the Consultant 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

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 must clearly reflect the services that were provided in accordance with the terms of the Contract for the invoice period. Unless otherwise specified in the 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 Identification (FEID) Number.

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.

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.

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 ontract. 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.

ble time if funds are not appropriated or available.

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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.

official, the Contractor shall provide any type of information the Inspector General deems relevant 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), 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:

https://www.myfloridacfo.com/division/aa/vendors.

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 -2762.

ARTICLE 10 - CONSULTANT'S ACCOUNTING RECORDS

Records of the Consultant'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. Consultant 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 Consultant. In the event of such termination, the Commission shall provide Consultant 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- Consultant. Said notice shall be delivered

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In the event of termination of this Contract under this provision, Consultant will be compensated for any work satisfactorily completed prior to notification of termination.

11.4. The Commission may terminate this Contract if the Consultant 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. The Commission shall give written notice to the Consultant of its intent to terminate the Contract for cause. In the notice, the Commission shall provide an opportunity for the Consultant to provide a corrective action plan for the Commission, in its sole determination, to approve or disapprove. If no corrective action plan is submitted and approved, the Consultant shall cure the deficiencies cited by the Commission in its notice within fifteen (15) calendar days of the date of such notice. If the Consultant does not cure the deficiencies days, the Contract will be considered terminated for cause on the first business day after the fifteen (15) calendar day opportunity to cure. At that time, the Commission will send notice to the Consultant that the Contract has been terminated. The Commission may, in its sole discretion, extend the time to cure the deficiencies in writing. The Consultant limited to the cost of Work actually performed and approved by the Commission. Section 287.1351, F.S., 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. Consultant shall not be entitled to recover any cancellation charges or lost profits.

11.5 Consultant Discontinuation of Activities upon Termination Notice. Upon receipt of notice of termination, the Consultant shall, unless the notice directs otherwise, immediately discontinue all activities authorized hereunder.

Upon termination of this Contract, the Consultant 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 Contract 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 Consultant shall deliver to the Owner the original drawings, but in such event the Owner at its own expense shall furnish the Consultant with a set of reproducible record prints thereof.

ARTICLE 13 - SUCCESSORS AND ASSIGNS

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

ARTICLE 14 - MEDIATION

In the event of any claim or dispute arising by or between the Commission and the Consultant, each party shall continue to perform as required under the Contract, notwithstanding the existence of such claim or dispute, it being acknowledged that time is of the essence. This provision includes, but is not limited to, the obligation to continue to perform under the Contract notwithstanding disputes as to amounts due for payment hereunder.

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Except for any claim, dispute, or matter in question that has been waived by the acceptance of final payment, or that is otherwise barred by the applicable statute of limitations or other provision of law, any claim, dispute, or other matter in question arising out of, or relating to the Contract or the breach thereof, shall be first submitted to non-binding mediation by a single mediator in Tallahassee, Florida

The party making a claim or dispute shall notify the other in writing of its claim or dispute within ten working days of the event giving rise to the claim or dispute.

i. Such notice shall give the other party ten working days from receipt of the notice to respond in writing.

ii. If the party initiating such notice is not satisfied with the response, then it shall invoke this clause initiating non-binding mediation by sending a demand for mediation in writing to the other party within seven (7) days.

iii. The parties have two weeks after notice to agree in writing upon a mediator.

iv. If the parties cannot agree upon a Florida Supreme Court certified mediator, then the parties shall request the Chief Judge of the Second Judicial Circuit in Leon County, Florida, to appoint a Florida Supreme Court certified mediator.

a. The mediator's fees shall be born equally by the parties involved in the mediation and shall pay all of its own attorneys' fees and expenses related to the mediation unless otherwise agreed.

b. Unless otherwise agreed by the parties in writing, such mediation shall take place within forty-five (45) days of the appointment of or agreement to the mediator if the mediator's schedule so allows.

c. The terms of this Contract and any dispute relating thereto will be governed by the laws of the State of Florida, any litigation will be brought in the state or federal court in and for Tallahassee, Florida, and you agree to submit to the exclusive jurisdiction of the state and federal courts located in and for the Leon County, State of Florida.

d. All parties agree to negotiate in good faith in an effort to settle any dispute. All parties shall have a representative present at mediation with the authority to settle the case.

v. Any resolution achieved at mediation shall be set forth in a written settlement agreement.

vi. The Consultant shall require all the dispute resolution provisions and requirements set out in this Article in each contract it makes with any Subconsultant, material supplier, equipment supplier, or fabricator.

vii. In no event shall the demand for mediation be made after the date when institution of legal or equitable proceedings based on such claim, dispute, or other matter in question would be barred by the applicable statute of limitations, or otherwise.

Unless otherwise agreed in writing, the Consultant shall continue contracted services and maintain its performance of this Contract during any claim, dispute, or mediation.

If any matter sought to be mediated by the Commission or the Consultant involves a claim or other matter by or against any Subconsultant, any Separate Consultant, or any other third party, or any such entity is reasonably necessary to be joined in the mediation to permit a full and complete disposition of the dispute submitted hereunder, then the Subconsultant, Separate Consultant or third party shall be joined by personal service of the notice demanding mediation.

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Such termination of the mediation shall not preclude any party from commencing any judicial proceeding in a court of competent jurisdiction in Leon County, Florida, providing the claims sought to be decided are not otherwise barred.

Any demand for mediation and any answer to such demand must contain a written statement of each claim alleged and the dollar amount in controversy sought in each claim. Should mediation fail to resolve the claim submitted, the parties may then proceed to seek applicable remedies at law.

The agreement to mediate set forth in this Section shall apply to, and become part of, any Subcontract, any contract into which these conditions are incorporated by reference or otherwise, and the parties to such contract shall mediate all disputes arising out of, or in any way relating to, that contract or the Project in accordance with the provisions of this Section.

ARTICLE 15 - SPECIAL PROVISIONS

15.1 The Consultant must use the latest edition of the Professional Services Guide (PSG) provided by the State of Florida. It is furnished to assist the Consultant in the performance of his/her services under this Contract. Since this document is merely a guide, the Consultant 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 Consultant should access this document from the Building Construction website.

15.2 It shall be the responsibility of the Consultant to fully inform the Owner of the progress of the Planning and Design.

To this end, the Consultant 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 Consultant 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.

15.3 If requested, the Consultant shall take minutes of all meetings held with the Owner and shall provide copies of the same to the Owner within ten (10) days following such meetings.

15.4 Prohibition Against Contingent Fees

The Consultant warrants that he/she has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant to solicit or secure this Contract 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 Consultant any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of this Contract. For the breach or violation of this provision, the Owner shall have the right to terminate this Contract 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 Contract, the Consultant 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 Contract; 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 Consultant 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 Consultant agree that all such adjustments in compensation shall be made within one (1) year following completion of the services covered by this Contract.

15.6 Consultant's Payment Rights

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Consultants 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 Consultant 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 Consultant requests payment. Invoices which have to be returned to an Consultant because of Consultant 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, F.S., 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 Consultant acknowledges that all employees and agents of the Consultant and its consultants, their agents and employees, and all other persons performing any of the work under a contract to the Consultant 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, Consultant -Verify system to verify the employment eligibility of: (a) all persons employed during the term of the Contract by Consultant to perform employment duties within Florida within 3 business days after the date of hire; and (b) all persons (including sub-consultants) assigned by Consultant 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.

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15.11 Annual Appropriation

The appropriation by the Legislature.

15.12 Electronic Mail Capabilities

The Consultant must have electronic mail capabilities through the World Wide Web. It is the 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 Consultant will provide its electronic mail address and a name of a point of contact for electronic communications.

15.13 Indemnification

If Consultant is a state agency or subdivision, as defined in Subsection 768.28(2), F.S., pursuant to Subsection If Consultant is not a state agency or subdivision as defined above, Consultant shall be fully liable for the actions of its agents, employees, partners, or subconsultants 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 tangible property alleged to be caused in whole or in part by Consultant, its agents, employees, partners, or subcontractors, provided, however, that Consultant 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, F.S..

15.14 Insurance Requirements

The Consultant shall maintain during the terms, except as noted, of this Contract 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 Consultant shall become legally responsible to pay as damages for claims arising out of the services performed by the Consultant or any person employed in connection with this Contract. This insurance shall be maintained for three years after completion of the construction and acceptance of any work covered by this Contract. However, the Consultant may purchase cceptable.

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 Consultant as required by Chapter 440, F.S.

insurance with limits not less than $300,000.00.

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A. Other (or increased amounts of) insurance which the Owner shall from time to time deem advisable or 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 Said policies sh 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., Consultant, and any subconsultant to the Consultant, 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 Consultant shall provide any type of information the Inspector General deems relevant to the Consultant's integrity or responsibility. Such information may include, but shall not be limited to, the Consultant's business or financial records, documents, or files of any type or form that refer to or relate to the Contract. The Consultant agrees to reimburse the State for the reasonable costs of investigation incurred by the Inspector General or other authorized State official for investigations of the Consultant's compliance with the terms of this or any other agreement between the Consultant and the State which results in the suspension or debarment of the Consultant. Such costs shall include, but shall not be limited to: salaries of investigators, including overtime; travel and lodging expenses; and expert witness and documentary fees.

15.16 Electronic Execution - This Contract may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) of, and the transmitting party shall deliver the inked original to the Department

15.17 PURSUANT TO SECTION 558.0035 OF FLORIDA STATUTES, AN INDIVIDUAL EMPLOYEE OR AGENT

OF CONSULTANT MAY NOT BE HELD INDIVIDUALLY LIABLE FOR NEGLIGENCE.

A. This Contract may be unilaterally canceled by the Commission for refusal by the Contractor to allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, Florida Statutes, and made or received by the Contractor in…