CN-770000-25082.pdf

PROFESSIONAL SERVICE CONTINUING CONTRACT

STATE OF FLORIDA

FLORIDA FISH AND WILDLIFE CONSERVATION COMMISSION

FWC Contract No. 25082

This contract is entered into by and between the Florida Fish and Wildlife Conservation Commission, whose address is 620 South Meridian Street, Tallahassee, Florida 32399-1600, hereafter “Commission” or “FWC” and Environmental Consulting & Technology, Inc., 59-2921038, whose address is 7027 SW 24th Ave, Gainesville, FL 32607, hereinafter “Consultant,” collectively, “Parties”.

WITNESSETH that the Commission intends to periodically implement Specific Designated Projects under this Contract.

Projects implemented under this Contract shall be in accordance with the thresholds for studies and construction value as stated in section 287.055(2)(g), Florida Statutes.

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 Commission’s written consent. The billing rates may be revised if FWC elects to exercise its one five year renewal.

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

ARTICLE 1 – GENERAL TERMS

1.1 The Consultant agrees to provide professional services for each specific designated project as set forth in each individually executed Task Assignment Notification Form (TA) (Exhibit II), hereafter referenced as TA, and Change Order Notification Form (CO) (Exhibit III), hereafter referenced as CO. For an initial period of five (5) years upon execution with the option of one five (5) year renewal. Each TA will designate the persons and responsibilities of the Commission’s Contract Manager and Project manager.

ARTICLE 2 - COMPENSATION

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

The task assignment will detail the specific study, plans, sequencing, permitting and deliverable requirements for each project. Generally each TA will describe each task with its own deliverable(s) including the format of the deliverable, fee, and due date. Backup documentation per task with personnel classifications, hours, hourly rates all in conformance with the agreed upon rates/multiplier shall be provided as back-up for the lump sum fee calculation.

The following may or may not apply:

2.2 For Basic Services the lump sum or not-to-exceed amount negotiated between the Consultant and the Commission's designated Contract Manager or Project Manager.

2.3 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.

2.4 For Additional Services defined in Article 4 to be paid as a multiple of Actual Payroll Costs, the multiple of 3.35% (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.

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ARTICLE 3 - CONSULTANT'S BASIC SERVICES

3.1. The Consultant shall consult with the Commission to determine the project’s requirements.

3.1.2 The Consultant shall prepare Schematic Design Studies leading to a recommended solution together with a general description of the project for the Commission’s approval. The Consultant also shall submit to the Commission 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 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 Commission 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 Commission 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 Commission 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 Commission 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, 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 Consultant shall insert the following statement on each sheet required by Chapters 471 and 481, Florida Statutes, to be signed, sealed and dated by the Consultant:

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

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Where this Contract provides for the Commission'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), Florida Statutes, the Consultant must prepare and submit to the Commission 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 Contract includes an amount for Art Work pursuant to section 255.043, Florida Statutes, 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 Commission 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 Consultant shall assist the Commission 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 The Consultant if requested and authorized via a task assignment 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 Consultant’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 Commission informed of the progress of the work, will endeavor to guard the Commission against defects and deficiencies in the work of Consultants, and may condemn work as failing to conform to the Contract Documents. Based on such observations and the Consultant's Applications for Payment, the Consultant will determine the amount owing to the Consultant and will issue Certificates for Payment in such amounts. These Certificates will constitute a representation to the Commission, 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 Consultant will also represent to the Commission 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 Consultant 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 Consultant will prepare Record Documents of that work based upon information prepared and certified by the Consultant.

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ARTICLE 4 - ADDITIONAL SERVICES OF THE CONSULTANT

4.1 The following services cause the Consultant extra expense. If any of these services are previously authorized in writing by the Commission's Project Manager or Contract Manager, the services they shall be paid for by the Commission as a Lump Sum as prescribed in Article 2.2 or as a Multiple of Actual Payroll Costs as prescribed in Article 2.4, whichever is specified in the TA or CO.

4.2 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.

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

4.4 Revising previously approved drawings or specifications to accomplish changes.

4.5 Providing Detailed Cost Estimates.

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

4.7 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.

4.8 Arranging for the work to proceed should the Consultant default due to delinquency or insolvency.

4.9 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.

4.10 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.

4.11 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.

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

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

4.14 Furnishing and directing one or more Project Representatives (if more extensive representation is needed at the site than called for in paragraph 3.3.3 is required) with the understanding that the number, identity, salaries and length of service of such representatives shall be agreed to by the Commission. Through the continuous on-site observations of the work in progress and field checks of materials and equipment by the Resident Project Representative (if one is furnished), the Consultant will endeavor to provide further protection for the Commission against defects and deficiencies in the work, but the furnishing of such resident project representation shall not make the Consultant responsible for the Consultant's failure to perform the construction work in accordance with the Contract Documents.

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ARTICLE 5 - THE COMMISSION'S RESPONSIBILITIES

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

5.2 The Commission shall designate representatives authorized to act on 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; and observe the procedure of issuing orders to Consultants only through the Consultant.

5.3 The Commission shall furnish or direct the Consultant to obtain, at the Commission'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 Commission shall pay for structural, chemical, mechanical, soil mechanics or other tests and reports, if required as identified in the scope of work of the task assignment.

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

5.6 If the Commission 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 Commission 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 Commission may retain a Construction Manager to manage the Project. The Construction Manager’s services, duties and responsibilities will be as described in the Contract Between Commission and Construction Manager. The Terms and Conditions of the Commission/Construction Consultant Contract will be furnished to the Consultant and will not be modified without notification of the Consultant.

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 Consultant's proposal received for any or all portions of the project.

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

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 Commission, the Project Construction Cost shall include costs at current market cost.

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ARTICLE 7 - STATEMENTS OF PROJECT COST

7.1 Commission's Construction Budget - The Commission'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 Commission's Construction Budget, if required, 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 Consultant's bids.

However, the Consultant shall conform to the following provisions in an attempt to keep the Project cost within the Commission's Construction Budget.

7.2.1 If directed in the TA, by 60 percent completion of the Construction Documents Phase, the Consultant shall resolve with the Commission any apparent discrepancy between Estimates of Probable Construction Cost and the description and requirements of the Commission. The Consultant shall be permitted to include acceptable alternates in the contract documents to provide a finished and acceptable facility within the Commission's Construction Budget. The Commission’s inability to award an acceptable construction contract because the lowest acceptable bid is greater than the Commission'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 Commission's Construction Budget.

7.2.2 If the Consultant advises the Commission, in writing, before Construction Documents are 60 percent complete, that in his/her opinion the description of the work which the Commission establishes and insists upon will cause the construction cost to exceed the Commission's Construction Budget and resolution thereafter if this discrepancy fails; or if the Commission increases the probable construction cost during the Construction Document phase by adding to the scope and/or requirements, and the Consultant so notifies the Commission in writing of the probable increase in cost, and the Commission orders the Consultant to proceed notwithstanding, then the Consultant shall not be responsible for the Commission’s inability to award a construction contract within the Commission'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 Commission 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 one year 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 Commission 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 Commission, 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

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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 Commission of the Design Development Documents and revised Estimates of Probable Cost, indicating any specific modifications or changes in scope desired by the Commission, and upon written authorization from the Commission, 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 remain in force from the execution date of the Contract through an initial period of five (5) years upon execution, 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 Commission's option, this Contract may be extended by the Commission's Contract’s Administrator to cover the option of one five (5) year renewal.

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. If applicable, the TA will specify.

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 Minority Status Report of Minority & Disabled Veteran's Business Enterprise Form attached as Attachment C. 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_constru ction/forms_and_documents

9.1.5 Five (5) calendar days shall be allowed for the Commission'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 Consultants.

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 Commission of such abandonment or suspension, together with reimbursements then due and any terminal expense resulting from abandonment or suspension for more than three months.

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

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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 Commission 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 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 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 and TA number, the Consultant’s Federal Employer Identification (FEID) Number, period of service, FWC Project number, and all deliverables in the required formats.

Invoices shall be submitted electronically to PASOInvoices@myfwc.com unless otherwise specified by the Commission.1. If submitting a hard copy of an invoice, include all supporting documentation. All bills for amounts due under this Contract shall be submitted in detail sufficient for a proper pre-audit and post audit thereof. Consultant 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 Consultant 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 Consultant 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 Consultant shall provide any type of information the Inspector General deems relevant to the Consultant’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 Consultant 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, Consultant 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 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

Last Revised: 10/20/2025 Page 9 of 22 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. Consultant 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:

https://myfloridacfo.com/division/aa/vendors. 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 - CONSULTANT'S ACCOUNTING RECORDS

10.1 Records of the Consultant's Direct Personnel, Consultant, and Reimbursable Expense pertaining to this project and records of accounts between the Commission and the Consultant shall be kept on a generally recognized accounting system and shall be available to the Commission 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 Consultant 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-four (24) hours’ notice in writing to Consultant. 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, 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 to the Commission’s satisfaction within the fifteen calendar 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’s damages for termination for cause shall be https://myfloridacfo.com/division/aa/vendors

Last Revised: 10/20/2025 Page 10 of 22 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

12.1 The Commission shall be the owner of the CAD files. The Documents prepared pursuant to this Contract shall not be used on other projects except by agreement in writing. The Commission may, at its own expense, obtain a set of reproducible record prints of drawings and other documents, or if required by the Commission, the Consultant shall deliver to the Commission the original drawings, but in such event the Commission at its own expense shall furnish the Consultant with a set of reproducible record prints thereof.

ARTICLE 13 - SUCCESSORS AND ASSIGNS

13.1 Neither the Commission nor the Consultant shall assign, sublet or transfer his/her interest in this Contract without the written consent of the other. Should an interest in this Contract be assigned, the Commission 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.

ARTICLE 14 - MEDIATION

14.1 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.

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.

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

14.1.2 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.

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

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14.1.4 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.

14.1.4.1 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.

14.1.4.2 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.

14.1.4.3 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.

14.1.4.4 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.

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

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

14.4 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 carry on the Work 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 Subcontractor, 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 Subcontractor, Separate Consultant or third party shall be joined by personal service of the notice demanding mediation.

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.

Last Revised: 10/20/2025 Page 12 of 22

ARTICLE 15 - SPECIAL PROVISIONS

15.1 The Consultant must use the latest edition of the Professional Services Guide (PSG) provided by the Commission. 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 Commission's Project Manager and utilize only those portions of the document that applies. The Consultant should access this document at:

https://www.dms.myflorida.com/business_operations/real_estate_development_and_management/bureau_of_buil ding_construction/forms_and_documents

15.2 It shall be the responsibility of the Consultant to fully inform the Commission of the progress of the Planning and Design. To this end, the Consultant shall furnish the Commission 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 shall be furnished.

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

15.4 Prohibition Against Contingent Fees: The Consultant (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 Consultant (or registered land surveyor, or professional engineer, as applicable) 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 (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 Contract. For the breach or violation of this provision, the Commission shall have the right to terminate this Contract without liability and, at its 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 Commission 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 Commission determines such compensations were increased due to inaccurate, incomplete or non-current wage rates and other factual unit costs.

The Commission 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: Consultants providing goods and services to the Commission should be aware of the following time frames. Upon receipt, the Commission has five (5) calendar days to inspect and approve the goods and services. The Commission 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 Commission 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 a 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 Commission.

https://www.dms.myflorida.com/business_operations/real_estate_development_and_management/bureau_of_building_construction/forms_and_documents https://www.dms.myflorida.com/business_operations/real_estate_development_and_management/bureau_of_building_construction/forms_and_documents

Last Revised: 10/20/2025 Page 13 of 22

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 Consultant, 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 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 Commission to undergo background checks by the Florida Department of Law Enforcement or other appropriate state or federal agency.

15.9 Unauthorized Aliens: The Commission shall consider the employment by any Consultant of unauthorized aliens a violation of section 274A(e) of the Immigration and Nationalization Act. Such violation shall be cause for unilateral termination 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 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 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.

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 Consultant must have electronic mail capabilities through the World Wide Web.

It is the Commission’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 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 768.28(19), F.S., neither Party indemnifies nor insures the other Party for the other Party’s negligence.