DRAFT_CONTRACT_25-SQ-142KW,_CDBG-DR_Real_Estate_Title_Services.pdf

CONTRACT

FOR

CDBG-DR REAL ESTATE TITLE SERVICES

Between

THE COUNTY OF VOLUSIA

AND

TBD

25-SQ-142KW

County of Volusia Purchasing and Contracts Division

123 West Indiana Avenue, Room 302 Deland, Florida 32720-4608 www.volusia.org/purchasing http://www.volusia.org/purchasing

CONTRACT FOR PROFESSIONAL CBDG-DR REAL ESTATE TITLE SERVICES

This Contract made and entered by and between [NAME OF CONTRACTORT], duly authorized to conduct business in the State of Florida, whose principal place of business is located at [ADDRESS OF CONTRACTOR (hereinafter the “Contractor”) and County of Volusia, a body corporate and politic and a subdivision of the State of Florida, whose address is County of Volusia, 123 West Indiana Avenue, DeLand, Florida 32720 (hereinafter “County”).

RECITALS:

WHEREAS, the County requires a competent and qualified Contractor to provide professional services in support of the County's operations; and

WHEREAS, the County has requested and received expressions of interest for the retention of services of contractors; and

WHEREAS, the County has determined that the Contractor is fully qualified to render the required service.

Among the factors to be considered in making this finding are the capabilities, adequacy of personnel, past record, and experience of the firm or individual; and

WHEREAS, it has been determined that the execution of this Contract is beneficial to the people of County of Volusia, Florida.

NOW, THEREFORE, in consideration of the foregoing recitals which are incorporated herein by reference, and other specific consideration set forth in this Contract, the receipt and sufficiency of which is acknowledged by the Contractor and County, the parties agree and stipulate as follows:

1. DEFINITIONS.

For this Contract and any incorporated exhibits, certain terms, phrases, words and their respective derivations shall have the meaning set forth and defined therein and shall be applicable in both.

Definition of terms in the Contract shall first be governed by this Contract and second by the incorporated Scope of Services/Work (Exhibit A). In the event of any conflict among the foregoing, the conflict shall be resolved in the order of priority set forth in the preceding sentence. If there is no applicable definition as described above, the terms, phrases, and words, and their respective derivations when used in this Agreement and the Scope of Work, shall have the meanings ascribed to them in the following order of precedence: first, in the most current edition Black’s Law Dictionary and last, in the most current edition of the Oxford English Dictionary, if a term is not defined in the Agreement or Black’s Law Dictionary.

1.1. Bidder: That person or entity, including employees, servants, partners, principals, agents and assignees of the person or entity that submits a proposal for the purpose of obtaining a Contract with the County for the provision of the services requested in the Solicitation. Can be used interchangeably with Proposer and Respondent.

1.2. Confidential Information: Confidential information shall constitute information which is exempt from disclosure pursuant to Chapter 119, Public Records Law, Florida Statutes (2018), Article I, Section 24 of the Florida Constitution (“Florida Public Records Law”), Chapter 812 of the Florida Statutes (2018), and any other Florida statute that may provide for an exemption or the confidentiality of certain information (hereinafter “Confidential Information”).Confidential Information and/or trade secrets do not include the following: (i) Information already known to or independently developed by the recipient; (ii) Information in the public domain through no wrongful act of the recipient; (iii) Information received by the party in possession from a third party the recipient; or (iv) Information regularly disclosed by the owner of the information to third parties without restriction on disclosure.

1.3. Contract: The document resulting from this solicitation between the County and the awarded Respondent, including this Solicitation, and the awarded Respondent’s response along with any written addenda and other written documents, which are expressly incorporated by reference. The sum of all legal rights and obligations between the Contractor and the County as defined by the Contract Documents and applicable law. May be used interchangeably with Agreement.

1.4. Contract Administrator: The Director of Purchasing and Contracts or designee shall serve as

Contract Administrator. The Contract Administrator shall be responsible for addressing any concerns within the scope of the Contract. Any changes to the resulting Contract shall be done in writing and authorized by the Director of Purchasing and Contracts.

1.5. Contractor: The person with education and/or experience which uniquely qualifies him or her to perform a specialized service for the County.

1.6. Contractor's Services: Those services within the Scope of Work of this Solicitation normally provided by persons and/or organizations considered to have prerequisite knowledge or special abilities not generally available in the government.

1.7. County: Shall mean the County of Volusia (a body corporate and politic and a subdivision of the State of Florida) including its districts, authorities, separate units of government established by law, ordinance or resolution, partners, elected and non-elected officials, employees, agents, volunteers, and any party with whom the County has agreed by contract to provide additional insured status.

1.8. County’s Project Manager(s): The Project Manager(s) have responsibility for the day-to-day administration of the resulting Agreement for the County and will be designated prior to award of the resulting Master Agreement or Purchase Order.

1.9. Day: The word “day” means each calendar day or accumulation of calendar days.

1.10. Director: The Director of Purchasing and Contracts for the County of Volusia, Florida.

1.11. Person or Persons: An individual, firm, partnership, corporation, association, executor, administrator, trustee, or other legal entity, whether singular or plural, masculine or feminine, as the context may require.

1.12. Proposal: The document submitted by the Contractor in response to a formal solicitation used to determine if the Contractor is highly qualified. Can be used interchangeable with Response.

1.13. Proposer: That person or entity, including employees, servants, partners, principals, agents and assignees of the person or entity that submits a proposal for the purpose of obtaining a Contract with the County for the provision of the services requested in the Solicitation. Can be used interchangeably with Bidder and Respondent.

1.14. Protest: See process at www.volusia.org/purchasing.

1.15. Respondent: That person or entity, including employees, servants, partners, principals, agents and assignees of the person or entity that submits a proposal for the purpose of obtaining a Contract with the County for the provision of the services requested in the Solicitation. Can be used interchangeable with Bidder and Proposer.

1.16. Respondent’s Project Manager: The Project Manager has responsibility for administering this Contract for the Respondent and will be designated prior to execution of the Contract.

1.17. Task Assignment: Specific, detailed services or work placed against an awarded and established continuing services Contract memorialized as an Amendment to this Contract by the parties prior to the commencement of such Work or Services by the Contractor.

1.18. Work or Scope of Work: The construction and services required by the Contract Documents including all labor, materials, equipment and services incidental thereto, provided or to be provided by the Contractor to fulfill the Contractor’s obligation to achieve Final Completion of the Project.

2. ORDER OF PRECEDENCE.

2.1 If Contractor finds a conflict, error, or discrepancy in the Task Assignment, it shall call it to the

County Project Manager’s attention, in writing, and request the County Project Manager’s interpretation and direction before proceeding with the Work affected thereby. Such notice shall be provided by the Contractor to the County Project Manager in a timely fashion so as not to cause additional costs due to delay. In resolving such conflicts, errors, and discrepancies, the documents shall be given precedence in the following order:

2.1.1 Modifications (i.e., amendments or field orders) to the contract

2.1.2 The contract between the county and Contractor

2.1.3 Task Assignment

2.1.4 Addenda, exhibits, or attachments material to the contract

3. SCOPE OF WORK.

3.1. General Scope of Services. The general Scope of Services shall be governed by Section 3.2 of this Contract. The Contractor shall provide services under this Contract in accordance with the Scope of Services set forth in Exhibit “A”.

3.2. Performance Criteria:

3.2.1. All Work or Services shall be performed in accordance with the Contract Documents and shall be approved by the County in writing prior to commencing any Work or Service(s) described herein or in a Task Assignment.

3.2.2. This Contract standing alone does not authorize the performance of any Work or

Services to be provided by the Contractor or require the County to place any orders for Work or a Service. Authorization for performance of professional services by the Contractor under this Contract shall be in the form of written Task Assignments issued and executed by the County and signed by the Contractor. Each Task Assignment shall describe the Services required, state the dates for commencement and completion of the Work, and establish the amount and method of payment.

3.2.3. The Scope of Work for a Project shall be set forth with specificity and describe in detail all specifications, deliverables, additional performance criteria, maximum not-to-exceed compensation, the commencement and completion dates, materials, equipment, testing and any other item or criteria required to complete the Work or Services in the Task Assignment. Each Task Assignment shall relate to the General Scope of Work and Services and shall supplement this Contract and be made a part thereof.

3.2.4. All materials and labor necessary to complete a Task Assignment shall be furnished by the Contractor unless the Contract Documents state otherwise. Said materials shall be of good quality and as specified in the Contract Documents; and all work and labor will be performed to the satisfaction of the County.

3.2.5. The Contractor shall provide the services required herein strictly in an independent contractor relationship with the County and, except as expressly set forth herein, is not, nor shall be, construed to be an agent or employee of the County. For each purpose related to this Contract and each Task Assignment, Contractor and Subcontractors shall be independent contractors with respect to the County and nothing herein shall create any association, partnership, joint venture or agency relationship between them. The County shall not provide vehicles or equipment to the Contractor to perform the duties required by a Task Assignment under this Contract nor will the County pay for any business, travel, office or training expense or any other contract performance expense not specifically set forth in the scope of services of a Task Assignment. The Contractor is not exclusively bound to the County and may provide service to other private and public entities as long as the service by the Contractor for such entities does not conflict with the Contractor’s services to the County in any Task Assignment.

3.2.6. As applicable to each Project performed by the Contractor during the term of this

Contract or Task Assignment, the County may at any time, by written order, make changes within the general scope of a Task Assignment and the Work and/or Services to be performed through Amendments to the Task Assignment. Except as provided in this Contract otherwise, if any such change causes an increase or decrease in the Contractor's cost of, or the time required for performance of, the Project Work or Services, an equitable adjustment shall be made and this Contract shall be amended through the Amendment of the Task Assignment in writing stating the equitable adjustment prior to the commencement of Work covered by the equitable adjustment.

Any claim by the Contractor for adjustment under this Section must be asserted in writing within thirty (30) days from the date of receipt by the Contractor of the notification of change unless the County grants in writing an additional period of time before the completion of the Contract; otherwise, the claim shall be deemed waived.

The Contractor shall proceed with the prosecution of the Work or Service as changed.

Except as otherwise provided in this Contract, no charge for any extra work or mater-ials shall be allowed or approved by the County.

3.2.6.1. Changes to Scope of Work. Either party may propose changes to the scope or time schedule of the Work or Services under a Task Assignment which shall be submitted to the other party in writing for consideration of feasibility and the likely effect on the cost and schedule for performance of the Work or Services. The parties shall mutually agree upon any proposed changes, including resulting equitable adjustments to costs and schedules for the performance of the Services. The agreed changes shall be documented in one (1) or more Amendments to the Task Assignment signed by the County and Contractor prior to the commencement of Work or Services covered by the equitable adjustment. If, despite good faith negotiations, the parties are unable to agree to the terms of an Amendment to a Task Assignment, the parties shall follow the dispute resolution process provided under Section 18.

3.2.7. Time is of the Essence. Time is of the essence for each Task Assignment issued under this Contract and all Projects performed in accordance herewith will be performed “as expeditiously as is prudent in accordance with the normal and customary professional standard of care.

3.2.8. For each purpose related to this Contract, Contractor’s Subcontractors shall be independent contractors with respect to the County and nothing herein shall create any association, partnership, joint venture or agency relationship between them.

3.2.9. County and Contractor shall exhaust all methods to resolve issues, including but not limited to, the dispute resolution procedures in Section 18 of this Contract before any action is taken to declare the County or Contractor in default of this Contract.

4. TERM OF CONTRACT.

4.1. Subject to Section 4.2, the Term of this Contract shall commence on the Effective Date of this Contract or when it is fully executed by all parties and shall terminate three (3) years from the Effective Date. Except as provided in Section 4.2 the expiration of the term of a Task Assignment issued under this Contract shall have no effect upon this Contract. This Contract may be renewed by the County if the County determines that renewal is in the best interest of the County. Said renewal shall be in writing and made a part of this Contract and shall incorporate this Contract by reference.

4.2. All Task Assignments issued under this Contract shall terminate at the expiration of the term of the Task Assignment, unless amended in writing by the parties, or the term of this Contract, except if a Task Assignment issued before the expiration of this Contract cannot be completed until after the expiration of this Contract, then this Contract shall expire on the Completion Date of said Task Assignment, including any Amendments thereto, and after all Work or Services under the Task Assignment have been approved and accepted by County’s Project Manager. As such, the obligations entered therein by both parties under this Contract and said Task Assignment shall remain in full force and effect until completion of all Work or Services performed under this Contract and/or the Task Assignment.

4.3. The Work or Services to be rendered by the Contractor shall be commenced, as specified in the Task Assignments as may be issued hereunder, and shall be completed within the time specified therein.

4.4. No new or additional Task Assignments shall be issued after the Original Expiration Date of this Basic Contract. The extension of this Contract to coincide with the completion of an existing Task Assignment issued prior to the original expiration date of this Contract shall not be construed as or constitute authorization by the County or the Contractor to enter into a new or additional Task Assignment after the original expiration date of this Contract, unless this Contract is renewed prior to entering into an Contract for a new or additional Task Assignment.

5. CONTRACT PRICE AND COMPENSATION.

5.1. For Work, Services, or each separate Project performed under a Task Assignment during the term of the Contract, the Contractor shall be paid Compensation in accordance with Exhibit B, Price List.

5.1.1. Compensation shall not be adjusted because of errors or omissions which are not the fault of the County in computing the Project or Task Assignment costs which result in an increase in the cost of the Task Assignment or because the time for completion varies from the original estimate, including completion or substantial completion of the Task Assignment prior to the scheduled or Contract or Task Assignment completion date or on account of County’s election to furnish any of the Work or Services. In addition, Contractor shall certify in the Task Assignment that the original contract price or Compensation for a Project or Task Assignment and any additions thereto shall be adjusted to exclude any significant sums by which the County determines the contract price or Compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs.

5.1.7. Invoices. Invoices or payment requests shall be addressed by Contractor and submitted to the County’s Project Manager.

5.1.8. For each Task Assignment, Contractor shall submit a monthly statement for Professional Services rendered to the date of the statement. The monthly statements shall reflect the Work or Services actually completed at the time of billing. The Contractor’s determination of the Work or Services actually completed is to be prepared by the Contractor, and accompanied by such supporting data as may be required by the County Project Manager. County Project Manager shall review the Contractor's statement and notify the Contractor in writing within twenty (20) days from receipt of the statement if any amounts requested are disputed or lack adequate support or documentation.

5.1.9. The County may withhold payment of any specific invoiced charges in a pay request or monthly statement which it disputes in good faith and pay all undisputed charges on the invoice, pay request or monthly statement.

5.1.10. Within forty-five (45) days of acceptance by the County Project Manager of all the Work or Services for which Contractor has submitted the monthly statement of professional services, the Contractor shall be paid the unpaid balance of any money due for any undisputed Work or Services covered by said statement. All payments shall be governed by the Local Government Prompt Payment Act as set forth in Part VII of Chapter 218 Florida Statutes (as amended).

5.1.11. Taxes. County is a tax exempt entity and shall not be charged or invoiced for the payment of taxes for Work or Services performed under this Contract.

5.1.12. Pursuant to the terms and conditions articulated in this Contract, an appropriate fee shall be negotiated for each specific Project or Task Assignment to be performed under this Contract and such fee shall be stipulated, together with the Scope of Work for each Task Assignment or project, in separate Task Assignments to this Contract.

5.1.13. Contractor's Continuing Obligations. Contractor’s obligation to perform the Work or services and complete the Task Assignment in accordance with the Contract Documents shall be absolute. Neither approval of any progress nor final payment to Contractor, nor the issuance of a certificate of substantial completion, nor any payment by County to Contractor under the Contract Documents nor any act of acceptance by the County nor any failure to do so, nor any correction of defective work by County shall constitute an acceptance of Work or Services not in accordance with the Contract Documents.

5.2 Payment of Contractor’s Subcontractors. Contractor shall save and hold the County harmless from any and all claims or actions by Contractor’s Subcontractors or payment of monies such Subcontractor claims to be owed by Contractor for Work performed under this Contract.

5.3 Nothing in this Contract shall create any obligation on the part of the County to pay directly to any Subcontractor of Contractor any monies due to such Subcontractor or claims of a Subcontractor for amounts owed by Contractor to Subcontractor for Work performed under this Contract.

6. TERMINATION.

6.1. The performance of Work or Services under this Contract may be terminated by the County in accordance with this clause in whole or from time to time in part, upon at least thirty (30) days prior written notice to Contractor whenever the County shall determine that such termination is in the best interest of the County. Any such termination shall be effected by delivery to the Contractor of a Notice of Termination specifying the extent to which performance of work under the Contract is terminated, and the subsequent date upon which such termination becomes effective.

6.2. Non-Appropriation. Notwithstanding any other term or provision of this Contract, the continuation of this Contract beyond a single fiscal year of County is subject to the appropriation and availability of funds in accordance with Chapter 129, Florida Statutes. Termination by the County due to non-appropriation shall be without a termination charge by Contractor. County shall not be obligated to pay Contractor under this Contract beyond the date of termination except as set forth in this Contract. County’s obligation to pay Contractor is limited to the budgeted amount for a fiscal year approved by the Volusia County Council for the then current fiscal year of this Contract and is otherwise limited to legally available non-ad valorem tax revenues.

6.3 Upon receipt of such notification, Contractor shall inform County of the extent to which performance is completed and unless notified in writing by the County otherwise, the Contractor shall take no further steps towards completion of the Project. Upon payment by County, Contractor shall deliver to County any and all completed Deliverables and Deliverables-in-progress that then exist for the Project. If the County terminates the Project due to the Contractor’s failure to meet a completion deadline as set forth in this Contract, the County may seek the services for the Project from another contractor. Payment will be made to the Contractor pursuant to 6.4.15.

6.4. After receipt of a Notice of Termination as set forth in Section 6.1 above, and except as otherwise directed by the County, the Contractor shall:

6.4.1. Stop work under this Contract on the date and to the extent specified in the Notice of Termination.

6.4.2. Place no further orders or subcontracts for materials, services or facilities, except as may be necessary for completion of such portion of the work under this Contract, as it is not terminated.

6.4.3. Terminate all orders and subcontracts pursuant to this Section 6 to the extent that they relate to the performance of Work or Services terminated by the Notice of Termination.

6.4.4. Assign to the County, in the manner, at the times and to the extent directed by the County, all of the right, title, and interest of the Contractor under the orders and subcontracts so terminated, in which case the County shall have the right, in its discretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.

6.4.5. With the approval of the County and to the extent required by the County, settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts. County's approval of such settlements shall be final for all the purposes of a termination under Section 6. In addition, Contractor shall transfer title and deliver to the County, in the manner, at the times, and to the extent, if any, directed by the County:

6.4.5.1. The sketches, calculations, reports, models, studies and other Work-in-process, completed Work or Services, supplies, and other materials produced as a part of, or acquired in connection with the performance of the Work or Services terminated by the Notice of Termination; and,

6.4.5.2. The completed or partially completed designs, plans, drawings, information, and other property, which, if the Contract has been completed, would have been required to be furnished to the County.

6.4.6. Contractor shall complete performance of such part of the Work or Services as shall not have been terminated by the Notice of Termination.

6.4.7. After receipt of a Notice of Termination, the Contractor shall submit to the County its termination claim, in the form and with a certification as prescribed by the County.

Such claim shall be submitted promptly but in no event later than thirty (30) days from the effective date of termination, unless one (1) or more extensions in writing are granted by the County, upon request of the Contractor made in writing within such thirty (30) day period or authorized extension thereof. Upon failure of the Contractor to submit its termination claim within the time allowed, the County may determine on the basis of information available to it, the amount, if any, due to the Contractor by reason of the termination and shall there upon pay to the Contractor the amount so determined.

6.4.8. Subject to the provisions of Section 6.4.7., the Contractor and the County may agree upon the whole or any part of the amount or amounts to be paid to the Contractor by reason of the total or partial termination of work pursuant to Section 6 which amount or amounts may include a reasonable allowance for profit on work done; provided, that such agreed amount or amounts exclusive of settlement costs, shall not exceed the total contract price or Compensation as reduced by the amount of payments otherwise made and as further reduced by the contract price of Compensation for Work not terminated. As such, the Contract shall be amended accordingly and the Contractor shall be paid the agreed amount. Nothing herein, prescribing the amount to be paid to the Contractor in the event of failure of the Contractor and the County to agree upon the whole amount to be paid to the Contractor by reason of the termination of Work or Services pursuant to this clause, shall be deemed to limit, restrict, or otherwise determine or affect the amount or amounts which may be agreed upon to be paid to the Contractor.

6.4.9. In the event of the failure of the Contractor and the County to agree as provided in Section 6.4.8. above upon the whole amount to be paid to the Contractor by reason of the termination of work pursuant to Section 6, the County shall pay to the Contractor the amounts determined by the County as follows, but without duplication of any amounts already agreed upon by the parties.

6.4.9.1. For completed Work or Services accepted by the County, the price or prices or Compensation specified in the Contract for such work, less any payments previously made.

6.4.9.1.1. Notwithstanding section 5.1.4., the total compensation shall include the total of the following:

6.4.9.1.1.1. The costs incurred by the Contractor in the

performance of the Work and Services terminated, including initial costs and preparatory expenses allocable thereto, but exclusive of any costs attributable to the Work and Services paid or to be paid for under Sections 6.4.8., and 6.4.9.1., hereof;

6.4.9.1.1.2. The cost of settling and paying claims arising out of the termination of Work or Services under subcontracts or orders as provided herein, which are properly chargeable to the terminated portion of the Contract exclusive of amounts paid or payable on account of work or services delivered or furnished by Subcontractors prior to the effective date of termination, which amounts shall be included in the costs payable herein.

6.4.10. This Contract may be terminated by the Contractor if the Contractor provides a minimum of thirty (30) days written notice to the County’s Director of Purchasing and Contracts. In the event the Contractor breaches any of the terms and conditions of this Contract and after receipt of notice from the County of said breach and time to cure the same the Contractor fails to cure the breach, the County may take over the Work and Services and complete the Work or Services; or otherwise, the Contractor shall be liable to the County for any increased cost of the Project reasonably incurred by the County in the process of completing the Contractor’s unfinished Work and Services. As such, County may apply unpaid Compensation due and owing to the Contractor prior to the default as a set off against the costs incurred by the County for taking over such Work or Services.

6.4.11. In the event that there is a partial termination of this Contract by the County or

Contractor because of non-appropriation by County, subject to Section 4 - Term of Contract and Section 5 - Contract Price and Compensation, Contractor shall be paid in accordance with terms of this Section 6, to the date of termination on a prorated basis for any task, milestone, or Deliverable started but not completed which were designated for payment on a payment schedule provided to the County prior to the commencement of work on the task, milestone or Deliverable which is the subject of the partial termination. County’s obligation to pay Contractor under this Contract is limited to the budgeted amount for the fiscal year approved by the Volusia County Council for the then current fiscal year of this Contract and is otherwise limited to legally available non-ad valorem tax revenues. Contractor shall have no right to compel the Volusia County Council to appropriate funds for any fiscal year to pay the compensation set forth in Section 5-Contract Price and Compensation. Contractor and County shall be obligated to continue performance under this Contract for the work or services within the Scope of Work or Services under this Contract which is not the subject of the partial termination by non-appropriation.

6.4.12. If termination of this Contract occurs for any reason:

6.4.12.1. The County shall continue to have the unfettered right to use or access any license, designs, plans, or exhibits, any of the Deliverables or work products from tasks or milestones, arising under that Contract and produced pursuant to the Contract Documents for which the County has paid prior to termination of this Contract or for which County makes payment after termination of this Contract.

6.4.13. Except as otherwise provided in this Contract, Contractor shall return to the County all

County Confidential Information in Contractor’s possession and Contractor shall certify in a written document signed by the Contractor that all such information has been returned.

6.4.14. Except as provided in Section 6.4.12.1., the County shall return to Contractor or destroy all Contractor‘s Confidential Information in the County’s possession (including, without limitation, all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment or other documents or property relating to such Contractor’s Confidential Information and all copies of any of the foregoing (in whatever medium recorded)) and all Third- Party Products in its possession not yet accepted and not yet paid for in full together with all copies of documentation and other material related thereto, and shall certify in a written document signed by the County Project Manager that all such information and material has been returned or destroyed.

6.4.15. For all undisputed outstanding invoices submitted to the County prior to the effective date of the termination and subject to Section 4 - Term of Contract, Section 5 - Contract Price and Compensation, and this Section 6, the County shall cause payments to be made to Contractor within thirty (30) days of receipt of invoice. Contractor shall invoice the County for any sums Contactor claims to be owed by County under this Contract for work performed from the last invoice to the effective date of termination. County shall review such invoice for payment and County shall pay any undisputed amount within thirty (30) days.

6.4.16. In the event of termination by the County for non-appropriation, for all items or products ordered by Contractor before receipt by Contractor of the Notice of Termination which Contractor could not cancel without imposition of a fee, the County shall cause payments to be made to Contractor within thirty (30) days of receipt of an undisputed invoice for all cancellation, restocking or residual fees resulting from the cancellation or return of third party products ordered from or shipped by the vendor thereof prior to the effective date of the termination.

6.4.17. All provisions of this Contract which imposes or contemplates continuing obligations on a party will survive the expiration or termination of this Contract.

7. RESPONSIBILITY OF CONTRACTOR.

7.1. Contractor’s performance of Work or Services shall be in accordance with the terms and conditions of this Contract and the applicable Task Assignment(s). The Contractor’s performance of Work or Services shall be as a professional contractor to the County to carry out the activities of a Task Assignment under the direction of the County’s Project Manager.

7.2. Contractor shall perform Work or Services required under this Contract or Task Assignment, including but not limited to reports, studies, schedules, estimates, the development or preparation of plans, specifications, and cost estimates pertaining to a Project. Contractor shall confer with the County Project Manager to ascertain the functional or design criteria of each Task Assignment. The services of Contractor shall also include of the following:

7.2.1. Unless otherwise provided in this Contract or Task Assignment, Contractor shall commence in accordance with the Contract Documents the Services required for the Project or Task Assignment within ten (10) days of the County’s Notice to Proceed.

7.2.2. Contractor shall verify to the County for the applicable Task Assignment that all designs, and specifications, and all data reports, studies, plans, bulletins, schedules, and other drawings therewith conform to the Scope of Work in the Task Assignment and applicable governmental regulations, statutes, and ordinances, including any amendments thereto. Said certification shall be in the form acceptable to the County and made a part of this Contract and attached to the Task Assignment and incorporated herein by reference.

7.2.3. Contractor covenants, and agrees that there are no obligations, commitments, or impediments of any kind that shall limit or prevent Contractor’s performance of the Work or Services.

7.2.4. The Contractor covenants and agrees that it will not contract for or accept employment for the performance of any Work or Service with any individual, business, corporation or government unit that would create a conflict of interest in the performance of its obligations pursuant to this Contract with the County.

7.2.5. Contractor covenants and agrees that all of the Work or Services to be furnished by

Contractor under this Contract and any Task Assignment from the inception of this Contract or Task Assignment until the Project has been fully completed, shall be of the standard and quality that prevail among similarly situated licensed professional contractors engaged in the Contractor’s profession or practice in the State of Florida under the same or similar circumstances involving the design and/or construction of the Project.

7.2.6. Contractor covenants and agrees as follows:

7.2.6.1. Contractor recognizes that its special talent, training, and experience caused the County to select Contractor to be the prime professional on the Project or Task Assignment;

7.2.6.2. Contractor comprehends the specifications and requirements of the Scope of Work of the applicable Task Assignment and the use of the same in their entirety to provide Project Deliverables;

7.2.6.3. Contractor possesses the special skills to recognize material errors or omissions that shall make a Deliverable fail to perform within the specifications and requirements of the Scope of Work for the applicable Task Assignment.

7.2.6.4. That Contractor shall adhere to the standard of care applicable to a contractor with the degree of skills and diligence normally employed by a licensed professional in his field or practice performing the same or similar services or Work in compliance with all applicable federal, state, and municipal laws, regulations, codes, and ordinances.

7.2.7. Contractor covenants and agrees that any Project data, reports, studies, designs, drawings, specifications and requirements prepared by Contractor or its agents or subcontractors shall be completed, pursuant to Section 7.3.5. In addition, Contractor shall include in any such reports, studies, bulletins, schedules, designs, drawings, and/or specifications warnings about known hazards to the Project.

7.2.8. Contractor covenants and agrees to the following: (1) the Project plans and specifications shall conform to their foreseeable use in the Project with all the amenities as set forth in the plans and specifications in the Task Assignment; and, (2) the Contractor shall produce Deliverables made pursuant to Section 7.3.5.

Contractor’s duties, as set forth herein, shall at no time be in any way diminished by reason of any approval by County of any plans or specifications in a Task Assignment, nor shall Contractor be released from any liability by reason of such approval by County, it being understood that County at all times is ultimately relying on Contractor's skill, expertise, and knowledge in preparing the plans and specifications or any other documentation. As such, said approval shall not be a defense to a claim or cause of action for contribution or indemnification by the County.

7.2.9. Contractor covenants and agrees that all persons connected with Contractor directly in charge of the professional work are duly registered and licensed under Florida law and pursuant to this Contract.

7.2.10. Contractor covenants and agrees that it shall be liable for all negligent acts, errors, or omissions proximately caused by Contractor, if any, in judgment relative to the Work or Services of any Task Assignment under which Contractor provides Work or Services.

7.2.11. Contractor covenants and agrees to call to County's attention anything of any nature in any deliverables, reports, studies, bulletins, schedules, designs, drawings, documentation, plans, specifications, requirements or instructions prepared by Contractor or data supplied to Contractor by the County or any other party that Contractor regards in Contractor’s professional opinion as unsuitable, improper, or inaccurate in connection with the purposes for which such data is furnished in the Project.

7.2.12. Contractor covenants and agrees to furnish efficient business administration of the

Project and perform all Work or Services in the most expeditious and economical manner consistent with the standard of care applicable to a Contractor with the degree of skills and diligence.

7.2.13. Contractor covenants and agrees that it shall, at its own cost, make good any errors in its Work or Services as soon as Contractor becomes aware of such errors or is notified of such defects. Should Contractor refuse or neglect to make good such errors within a reasonable time after receiving notice requesting such remedial work, then County, pursuant to Section 6., shall be entitled to make good such defective Services at the expense of Contractor and/or terminate this Contract and the Task Assignment.

This commitment by Contractor is in addition to, and not in substitution for, any other remedy for defective Work or Services that County may have at law or in equity.

7.2.14. Contractor covenants and agrees to provide all necessary and required plans for the successful design or completion of a Project as agreed to in the Task Assignment’s Scope of Work and as governed by this Contract. Written Deliverables shall be made and delivered in accordance with this Contract or Task Contract. Each written Deliverable shall be accurate, legible and suitable for public bidding purposes. For recommendations concerning the plan preparation of studies, plants, or specifications, the Contractor should refer to the latest applicable manuals as determined by the County Project Manager. All studies, plans, drawings or specifications must meet the County’s requirements to obtain permits or government documents, licenses and certificates as applicable in a Task Assignment. In addition, the Contractor shall have the following responsibilities:

7.2.14.1. Contractor shall be responsible for preliminary coordination with the County and other appropriate regulatory agencies so that design efforts are properly directed towards permit approval;

7.2.14.2. If applicable in a Task Assignment, prepare permit packages based on preliminary coordination with the County and other appropriate regulatory agency requirements at the time of submittal. The permit packages shall include site and system design information required by the County and other regulatory agencies, applicable sketches and calculations as set forth in the Task Assignment;

7.2.14.3. Contractor shall respond to the requests of the County and other regulatory agencies concerning the submitted information. The Contractor shall report to the County any requests for information not required at the time of permit submittal, as made known during preliminary coordination, reproductions in excess of requirements, or regulation changes requiring permit resubmission:

7.2.14.4. The County shall provide the permitting fees, but shall not pay an additional fee to the Contractor when the Contractor is required to resubmit a permit package to a regulatory agency so as to address deficiencies, omissions, or corrections to the original permit package that were the responsibility of the Contractor and that are not attributable to changes in rules made by the regulatory agency since submission of the original permit package:

7.2.14.5. Contractor shall review all design and shop drawings and other data that the contractor is required to submit to the County or any state, local or federal agency. These drawings shall be reviewed for general conformance with the design concept of the Project and scope of work of the Task Assignment and general compliance with the information given in the Contract Documents;

7.2.14.6. Contractor shall make final review of Project Deliverables to determine if Work or Services were completed in general conformance with the Contract Documents; and

7.2.14.7. Contractor shall prepare and submit a schedule or timeline of each task listed in a Task Assignment.

7.2.15. Annual Statement of Qualifications. Annually, the Contractor shall submit to the County’s Contracts Administrator statements of qualifications and performance data confirming that Contractor is a duly licensed and registered Licensed Residential Appraiser or Certified Residential Appraiser as applicable in connection with Contractor’s professional practice and the Services or Work provided to the County under this Contract.

7.3. Assurance. Contractor gives County its assurance that all Work or Services performed under this Contract shall be timely performed and in accordance with the specifications and requirements of the Contract Documents and of any inspections (if applicable), tests (if applicable) or approvals required under the Contract Documents. All Work not conforming to the specifications and requirements of the Scope of Work of a Task Assignment or of the inspections, tests (if applicable) or approvals in a Task Assignment shall be considered materially defective and constitute a breach of this Contract or the Task Assignment.

7.4. Tests and Inspections. If the Contract Documents, laws, ordinances, rules, regulations or orders of any public authority having jurisdiction require any Work to specifically be inspected and tested, and Contractor has agreed in a Task Assignment to perform such services, Contractor shall furnish the County’s Project Manager with the required certificates of inspection, testing or approval. All tests shall be in accordance with the methods prescribed by the American Society for Testing and Materials or such other applicable organization that may be required by law or the Contract Documents.

7.5. The Contractor shall be responsible for the professional and technical accuracy and the coordination of all data, reports and any other service furnished by the Contractor under this Contract or any Task Assignment. The Contractor shall, without additional cost to the County, correct or revise any errors or deficiencies in its Work or Service for which it is responsible.

7.6. All Work performed by Contractor including all general provisions, special provisions, job specifications, drawings, Addendum, Amendments to Task Assignments, written interpretations, and written orders for minor changes in Work, shall comply with the Scope of Work of a Task Assignment and all applicable local laws, codes, ordinances and statutes and the performance criteria in Section 3.2. Work not covered by Contract Documents in a Task Assignment shall not be required in a Project unless the County in its sole discretion determines that it is required by reasonable inference as being necessary to produce the intended Deliverable(s).

7.7. If applicable in a Task Assignment, Contractor will supervise and direct all Work or Services efficiently. As such, Contractor shall be solely responsible for the means, methods, techniques, sequences and procedures for the design or development of a Deliverable.

Further, Contractor shall be responsible for assuring the County that finished Deliverables comply accurately with the Contract Documents or plans and specifications of the Scope of Work in the applicable Task Assignment.

7.8. Contractor will make periodic visits as delineated in the Task Assignment to the site to observe the progress and quality of the executed construction Work and to determine, in general, if the Work is proceeding in accordance with the Contract Documents or Task Assignment. The efforts of the Contractor shall be directed toward providing assurance for the County that all Work completed in a Task Assignment shall conform to the requirements of the Scope of Work of the Task Assignment. On the basis of Contractor’s observations, skills and experience, Contractor shall keep the County informed of the progress of all Work and shall endeavor to guard the County against defects and deficiencies in the Work. As required in the Task Assignment, each site visit will be followed by a report to the client of known deviations from the Contract Documents or plans and specifications in the Scope of Work of a Task Assignment.

7.9. Contractor shall issue with reasonable promptness all written clarifications or interpretations of a Task Assignment that Contractor may determine are necessary, which shall be consistent with or reasonably inferable from the overall intent of the Task Assignment.

7.10. Concerning Subcontractors.

7.10.1. Contractor shall not employ any Subcontractor, other person or organization against whom the County may have reasonable objection, nor shall Contractor be required to employ any Subcontractor against whom it has reasonable objection. Contractor shall not make any substitution for any Subcontractor who has been accepted by the County without the County’s approval.

7.10.2. County's disapproval or requirement of removal or replacement of Contractor ‘s employee or Subcontractor shall be deemed for lawful reasons if in County’s reasonable judgment, such Contractor‘s employee or Subcontractor poses a threat or causes harm to the health, welfare, safety or morale of the County or its agencies, personnel or property or who fails any drug test administered in connection with this

Contract, or who has been convicted of a felony or a misdemeanor involving “moral turpitude” or has been released or dishonorably discharged or separated under other than honorable conditions from any of the Armed Forces of the United States.

7.10.3. Contractor shall be fully responsible for all negligent acts and omissions of its

Subcontractor and of persons directly or indirectly employed by them and of persons for whose negligent acts any of them may be liable to the same extent that it is responsible for the negligent acts and omissions of persons directly employed by it.

Nothing in the Contract Documents shall create any contractual relationship between any Subcontractor and the County or any obligation on the part of the County to pay or to see to the payment of any moneys due any Subcontractor, except as may otherwise be required by law. County may furnish to any Subcontractor, to the extent practicable, evidence of amounts paid to Contractor on account of specific work done.

7.10.4. Contractor agrees to bind specifically every Subcontractor to the applicable terms and conditions of the Contract Documents and the terms and conditions of Section 1-3 and 16 of this Contract for the benefit of the County.

7.10.5. The Contractor shall require all Subcontractors or outside associates employed in connection…