DRAFT_CONTRACT_FOR_PROFESSIONAL_ARCHITECTURAL_SERVICES.docx

DRAFT CONTRACT FOR PROFESSIONAL

ARCHITECTURAL SERVICES

W I T N E S S E T H

WHEREAS, the Board has pursued the professional services selection process contemplated under section 287.055, Florida Statutes; and

WHEREAS, after due review of the proposals, the Board selected ___ firms for continuing professional consulting services agreements; and

WHEREAS, Consultant was one of those firms selected; and

WHEREAS, Gadsden County (“County”) desires to obtain the continuing professional architectural services of the Consultant concerning certain design, construction, permitting and engineering study services consistent with the RFQ scope of work, said services being more fully described in a Task Order issued under this Contract for the project.

NOW, THEREFORE, in consideration of the mutual promises herein, the Board and the Consultant agree as follows:

ARTICLE ONE CONSULTANT’S RESPONSIBILITY

1.1. Consultant shall provide to County continuing professional architectural consulting services for the duration of the Contract.

1.2. The Basic Services required under this Contract to be performed by Consultant shall be those set forth in Article Two and shall be issued periodically as Task Orders for identified County projects (“Project”). Such Projects and scopes of work will be outlined in a Task Order and all provisions of this Agreement apply to the Task Order with full force and effect as if appearing in full within each Task Order. Each Task Order will set forth a specific Project, the Scope of Services, maximum limit of compensation, schedule, liquidated damages, and completion date, and shall become effective upon the due execution after approval by the Board.

1.3. The basis of compensation to be paid Consultant by the County for Basic Services is set forth in Article Five and “Basis of Compensation” attached to each Task Order, which is attached hereto and incorporated herein. Task Order requests will be made to Consultant as may be warranted, including but not limited to updates of plans, designs of improvements, field and construction services, acquisition analysis, and permitting activities as may be reasonably contemplated hereunder.

1.4. The Consultant agrees to obtain and maintain throughout the period of this Contract all such licenses as are required to do business in the State of Florida, including, but not limited to, all licenses required by the respective state boards, and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the Consultant pursuant to this Contract.

1.5. The Consultant agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, it shall employ and/or retain only qualified personnel to provide such services.

1.6. Consultant agrees that the Project Manager for the term of this Contract shall be:

The Consultant agrees that the Project Manager shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the Consultant hereunder. The person selected by the Consultant to serve as the Project Manager shall be subject to the prior approval and acceptance of the County, such approval or acceptance shall not be unreasonably withheld.

1.7 Consultant shall notify the County in the event of key personnel changes, which might affect this Agreement. To the extent possible, notification shall be made within ten (10) days prior to changes. Consultant at County's request shall remove without consequence to the County any subcontractor or employee of the Consultant and replace him/her with another employee having the required skill and experience. County has the right to reject proposed changes in key personnel. The following personnel shall be considered key personnel:

Name:

Name:

1.8. Consultant agrees, within fourteen (14) calendar days of receipt of a written request from the County, to promptly remove and replace from the project team the Project Manager, or any other personnel employed or retained by the Consultant, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the Consultant to provide and perform services or work pursuant to the requirements of this Contract, whom the County shall request in writing to be removed, which request may be made by the County with or without cause.

1.9. The Consultant has represented to the County that it has expertise in the type of professional services that will be required for the Project. The Consultant agrees that all services to be provided by Consultant pursuant to this Contract shall be subject to the County's review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all published laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies which regulate or have jurisdiction over the Project or the services to be provided and performed by Consultant hereunder. In the event of any conflicts in these requirements, the Consultant shall notify the County of such conflict and utilize its best professional judgment to advise County regarding resolution of the conflict. At the County’s request, Consultant shall, at no additional cost to County, re-perform services which fail to satisfy the foregoing standard of care or otherwise fail to meet the requirement of this Agreement.

1.10. Consultant agrees not to divulge, furnish or make available to any third person, firm or organization, without County's prior written consent, or unless incident to the proper performance of the Consultant's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by Consultant hereunder, and Consultant shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph.

1.11. Evaluations of the County's adopted capital improvement budget, preliminary estimates of construction cost and detailed estimates of construction cost prepared by the Consultant represent the Consultant's best judgment as a design professional familiar with the construction industry. The Consultant cannot and does not guarantee that bids or negotiated prices will not vary from any estimate of construction cost or evaluation prepared or agreed to by the Consultant. Notwithstanding anything above to the contrary, Consultant shall revise and modify Construction Documents and assist in the rebidding of the work at no additional cost to County, if all responsive and responsible bids exceed the estimates of construction costs prepared by Consultant.

1.12. Consultant shall not be responsible for means, methods, techniques, sequences, or procedures of construction selected by contractors or the safety precautions and programs incident to the work of contractors.

ARTICLE TWO

BASIC SERVICES OF CONSULTANT

As authorized or required by the County in a Task Order, Consultant shall furnish or obtain from others Basic Services of the types listed in this Article Two. These services will be paid for by the County as indicated in Article Five and Exhibit G and as confirmed in each Task Order. The following services shall be Basic Services:

2.1. Design Studies and Reports.

Consultant shall:

i. Consult with County to define and clarify County’s requirements for the Project and available data.

ii. Advise County as to the necessity of County obtaining from Consultant Additional Services described in Article Two of this Agreement, including, but not limited to probings, subsurface explorations, special permits, or other similar investigations.

iii. Identify, consult with, and analyze requirements of County to approve the portions of the Project designed or specified by Consultant, including but not limited to mitigating measures identified in the environmental assessment.

iv. Identify and evaluate all reasonable alternate solutions available to County and, after consultation with County, recommend to County those solutions which in Consultant’s judgment meet County’s requirements for the Project.

v. Prepare a preliminary Consulting Report (the “Report”) which will, as appropriate, contain schematic layouts, sketches, operation and maintenance costs, and conceptual design criteria with appropriate exhibits to indicate the agreed-to requirements, considerations involved, and those alternate solutions available to County which Consultant recommends. For each recommended solution Consultant will provide the following, which will be separately itemized: opinion of probable Construction Cost; proposed allowances for contingencies; the estimated total costs of design, professional, and related services to be provided by Consultant and its Consultants; and, on the basis of information furnished by County, a summary of allowances for other items and services included within the definition of Total Project Costs.

vi. Furnish three (3) review copies of the Report and any other deliverables to County within the timeframe established in the Task Order and review it with County.

vii. Revise the Report and any other deliverables in response to County’s comments, as appropriate, and furnish three (3) copies of the revised Report and any other deliverables to the County within the timeframe established in the Task Order.

Consultant’s services under the Study and Report Phase will be considered complete on the date when the revised Report and any other deliverables have been delivered to and accepted by County, as appropriate.

2.2. Preliminary Design.

After acceptance by County of the Report and any other deliverables, selection by County of a recommended solution and indication of any specific modifications or changes in the scope, extent, character, or design requirements of the Project desired by County, as applicable, and upon written authorization from County, Consultant shall:

i. Prepare Preliminary Design Phase documents consisting of final design criteria, preliminary drawings, outline specifications, and written descriptions of the Project.

ii. Provide necessary field surveys and topographic and utility mapping for design purposes.

iii. Utility mapping will be based upon information obtained from utility owners.

iv. Provide to County three (3) copies of maps showing the general location of required construction easements and permanent easements and the land to be acquired.

v. Advise County as to the necessity of County obtaining from Consultant, Additional Services described in Article Three of this Agreement, such as, but not limited to probings, subsurface explorations, special permits, or other similar investigations. Based on the information contained in the Preliminary Design Phase documents, prepare a revised opinion of probable Construction Cost, and assist County in collating the various cost categories which comprise Total Project Costs.

vi. Keep County informed as to the status of the project design through no less than monthly meetings at the County’s offices.

vii. Furnish three (3) review copies of the Preliminary Design Phase documents and any other deliverables to County within the timeframe established in the Task Order and review them with County.

viii. Revise the Preliminary Design Phase documents and any other deliverables in response to comments from County, as appropriate, and furnish to County three (3) copies of the revised Preliminary Design Phase documents, revised opinion of probable Construction Cost, and any other deliverables within the timeframe established in the Task Order.

Consultant’s services under the Preliminary Design Phase will be considered complete on the date when the revised Preliminary Design Phase documents, revised opinion of probable Construction Cost, and any other deliverables have been delivered to County.

2.3. Final Design.

After acceptance by County of the Preliminary Design Phase documents, revised opinion of probable Construction Cost as determined in the Preliminary Design Phase, and any other deliverables subject to any County-directed modifications or changes in the scope, extent, character, or design requirements of or for the Project, and upon written authorization from County, Consultant shall:

i. Prepare final Drawings and Specifications indicating the scope, extent, and character of the Work to be performed and furnished by Contractor. If appropriate, Specifications shall conform to the 16-division format of the Construction Specifications Institute.

ii. Provide technical criteria, written descriptions, and design data for County’s use in filing applications for permits from or approvals of governmental authorities having jurisdiction to review or approve the final design of the Project; assist County in consultations with such authorities; and revise the Drawings and Specifications in response to directives from such authorities.

iii. Advise County of any adjustments to the opinion of probable Construction Cost and any adjustments to Total Project Costs known to Consultant.

iv. Prepare and furnish Bidding Documents for review by the County, its legal counsel, its other advisors, and regulatory agencies, within the timeframe established in the Task Order, and assist County in the preparation of other related documents. Review to ensure conformity with the technical specifications and incorporate into the Bidding Documents, the County’s standard specifications.

v. Revise the Bidding Documents in accordance with comments and instructions from the County, as appropriate, and submit three (3) final copies of the Bidding Documents, a revised opinion of probable Construction Cost, and any other deliverables to County within the timeframe established in the Task Order. Consultant shall also provide an electronic copy of the Bidding Documents to the County.

Consultant’s services under the Final Design Phase will be considered complete on the date when the submittals required by paragraph A.3.1 have been delivered to and accepted by County.

2.4. Construction Bid Services.

After acceptance by County of the Bidding Documents and the most recent opinion of probable Construction Cost as determined in the Final Design Phase Consultant shall:

i. Assist County in advertising for and obtaining bids or proposals for the Work and, where applicable, maintain a record of prospective bidders to whom Bidding Documents have been issued, organize, and conduct pre-Bid conferences, if any.

ii. Issue Addenda as appropriate to clarify, correct, or change the Bidding Documents.

iii. Provide information or assistance needed by County in the course of any negotiations with prospective contractors.

iv. Consult with County as to the acceptability of subcontractors, suppliers, and other individuals and entities proposed by prospective contractors for those portions of the Work as to which such acceptability is required by the Bidding Documents.

v. Determine the acceptability of substitute materials and equipment proposed when substitution is necessary because the specified item is incompatible with the Project or fails to comply with applicable codes.

vi. Attend the Bid opening, prepare Bid tabulation sheets, and assist County in evaluating Bids or proposals and in assembling and awarding contracts for the Work.

vii. Provide County with a recommendation of contract award.

The Bidding or Negotiating Phase will be considered complete upon contract award by the County to the successful bidder.

2.5. Construction Contract Administration.

Upon successful completion of the Bidding and Negotiating Phase Consultant shall:

i. Consult with County and Contractors as reasonably required and necessary with regard to the construction of the project and act as County’s representative. All of County’s instructions to Contractor will be issued through Consultant.

ii. Coordinate and conduct a Pre-Construction Conference prior to commencement of Work at the Site.

iii. Receive, review, and determine the acceptability of any and all schedules that Contractor is required to submit to Consultant, including the Progress Schedule, Schedule of Submittals, and Schedule of Values.

iv. As appropriate, establish baselines and benchmarks for locating the Work which in Consultant’s judgment are necessary to enable Contractor to proceed.

v. In connection with observations of a contractor’s Work while it is in progress:

a. Make visits to the Site at intervals appropriate to the various stages of construction, as Consultant or County deems necessary, but at least monthly, to observe as an experienced and qualified design professional the progress and quality of contractor’s executed Work. Such visits and observations by Consultant are not intended to be exhaustive or to extend to every aspect of contractor’s Work in progress or to involve detailed inspections of contractor’s Work in progress beyond the responsibilities specifically assigned to Consultant in this Agreement and the Contract Documents, but rather are to be limited to spot checking, selective sampling, and similar methods of general observation of the Work based on Consultant’s exercise of professional judgment. Based on information obtained during such visits and observations, Consultant will determine in general if the Work is proceeding in accordance with the Contract Documents, and Consultant shall keep County informed of the progress of the Work.

b. The purpose of Consultant’s visits to the Site will be to enable Consultant to better carry out the duties and responsibilities assigned to and undertaken by Consultant during the Construction Phase, and, in addition, by the exercise of Consultant’s efforts as an experienced and qualified design professional, to provide for County a greater degree of confidence that the completed Work will conform in general to the Contract Documents and that contractor has implemented and maintained the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. Consultant shall not, during such visits or as a result of such observations of contractor’s Work in progress, supervise, direct, or have control over contractor’s Work, nor shall Consultant have responsibility for the means, methods, techniques, sequences, or procedures of construction selected or used by contractor, for security or safety on the Site, for safety precautions and programs incident to contractor’s Work, nor for any failure of contractor to comply with Laws and Regulations applicable to contractor’s furnishing and performing the Work.

c. The Consultant shall consult with the County’s inspector and review all observations and inspection reports performed by the County’s inspector to ensure the Work conforms in general to the Contract Documents. Consultant shall promptly notify the County as to any deviations from the Contract Documents.

vi. Recommend to County that contractor’s Work be rejected while it is in progress if, on the basis of Consultant’s observations, Consultant believes that such Work will not produce a completed Project that conforms generally to the Contract Documents or that it will threaten the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents.

vii. Review materials and workmanship of the Project and report to County any deviations from the Contract Documents which may come to the Consultant's attention; determine the acceptability of work and materials and make recommendation to County to reject items not meeting the requirements of the Contract Documents.

viii. Recommend to the County in writing that the work, or designated portions thereof, be stopped if, in Consultant's judgment, such action is necessary to allow proper inspection, avoid irreparable damage to the work, or avoid subsequent rejection of work which could not be readily replaced or restored to an acceptable condition, such stoppage to be only for a period reasonably necessary for the determination of whether or not the work will in fact comply with the requirements of the Contract Documents.

ix. Require that any work which is covered up without being properly observed be uncovered for examination and restored at contractor's expense if deemed appropriate by the Consultant.

x. Issue necessary clarifications and interpretations of the Contract Documents as appropriate to the orderly completion of contractor’s work. Such clarifications and interpretations will be consistent with the intent of and reasonably inferable from the Contract Documents. Consultant may issue Field Orders authorizing minor variations in the Work from the requirements of the Contract Documents.

xi. Negotiate with the contractor the scope and cost of any contract Change Order or Work Change Directive and provide a recommendation to the County. Prepare and issue Change Orders and Work Change Directives as required or directed by the County.

xii. Review and approve or take other appropriate action in respect to Shop Drawings and Samples and other data which Contractor is required to submit, but only for conformance with the information given in the Contract Documents and compatibility with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. Such reviews and approvals or other action will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions and programs incident thereto. Consultant shall meet any Contractor’s submittal schedule that Consultant has accepted.

xiii. Evaluate and determine the acceptability of substitute or “or equal” materials and equipment proposed by contractor.

xiv. Require special inspections or tests of contractor’s work as deemed reasonably necessary, and receive and review all certificates of inspections, tests, and approvals required by applicable laws and regulations of any governmental agency or the Contract Documents. Consultant’s review of such certificates will be for the purpose of determining that the results certified indicate compliance with the Contract Documents and will not constitute an independent evaluation that the content or procedures of such inspections, tests, or approvals comply with the requirements of the Contract Documents. Consultant shall be entitled to rely on the results of such tests.

xv. Assist and coordinate with County, contractor and, if applicable, their Operations Contractor, with regard to start-up and testing requirements of the Project. Review and approve all required start-up procedures required by the Contract. Observe all start-up activities to ensure conformity with the requirements of the Contract Documents. Review and approve any performance testing required by the Contract Documents.

xvi. Assist County with the coordination of any training of the County’s Operations contractor.

xvii. Render formal written decisions on all duly submitted issues relating to the acceptability of contractor’s work or the interpretation of the requirements of the Contract Documents pertaining to the execution, performance, or progress of Contractor’s Work; review each duly submitted claim by County or Contractor, and in writing either deny such claim in whole or in part, approve such claim, or decline to resolve such claim if Consultant in its discretion concludes that to do so would be inappropriate. In rendering such decisions, Consultant shall be fair and not show partiality to County or contractor and shall not be liable in connection with any decision rendered in good faith in such capacity.

xviii. Monitor all required Project records, including but not limited to delivery schedules, inventories, and construction reports. Based upon the Project records, as well as Consultant's observations at the site and evaluations of the data reflected in contractor's application for payment, Consultant shall render a recommendation to County concerning the amount owed to the contractor and shall forward the contractor's application for such amount to County. Such approval of the application for payment shall constitute a representation by Consultant to County, based on observations and evaluations, that:

a. The work has progressed to the point indicated.

b. The work is in substantial accordance with the Contract Documents.

c. The contractor is entitled to payment in the recommended amount.

xix. Receive, review, and transmit to County maintenance and operating instructions, schedules, guarantees, bonds, certificates, or other evidence of insurance required by the Contract Documents, certificates of inspection, tests and approvals, shop drawings, samples and other data, and all required record documents which are to be assembled by contractor in accordance with the Contract Documents to obtain final payment.

xx. Promptly after notice from contractor that contractor considers the entire Work ready for its intended use, in company with County and contractor, conduct a pre-final inspection to determine if the Work is substantially complete. If, after considering any objections of County, Consultant considers the Work substantially complete Consultant shall deliver a certificate of Substantial Completion to County and contractor. If not, Consultant shall develop a list of items needing completion or correction, forward said list to the Contractor and provide written recommendations to the County concerning the acceptability of Work done and the use of the Project.

xxi. Prepare and furnish to County two (2) sets of project record drawings showing appropriate record information based on Record Drawing information from contractor and Project documentation received from the County’s inspector. Consultant shall also provide County with an electronic copy of the project record documents.

xxii. In company with County, conduct a final inspection and assist County in closing out the construction contract, including but not limited to, providing recommendations concerning acceptance of the Project and preparing all necessary documents, including but not limited to, lien waivers, contractor’s final affidavit, close-out change orders, certificate of final completion, and final payment application.

xxiii. The construction phase will terminate upon written recommendation by Consultant for final payment to Contractors.

2.6. Detailed Observation of Construction.

Construction work shall be done under the full-time observation of at least one representative of Consultant; or by such additional representatives of the Consultant as may be necessary for observing the construction of the Project, as may be authorized and approved by the County. During detailed observation of construction Consultant shall act to protect County's interests in Project and:

i. Take 3 x 5 color 35 mm photographs of important aspects of the Project process (before, during and upon completion) and submit same together with corresponding negatives on a continuous basis to County; such pictures to be properly categorized and identified as to date, time, location, direction, and photographer, with subsequent notations on drawings.

ii. Maintain appropriate field notes from which record drawings can be generated.

iii. Maintain appropriate field records to document any and all disputes or claims, whether actual or potential with respect to construction of the Project.

iv. Observe operation or performance testing and report findings to County and contractor [optional insert i.e., including copies of bacteriological and pressure tests] when potable water lines are involved upon completion of operable units.

2.7. Post-Construction Phase.

Upon written authorization from County, Consultant, during the post-construction phase, shall:

i. Provide assistance in connection with the adjusting of Project equipment and systems.

ii. Assist County in training County staff to operate and maintain Project equipment and systems.

iii. Assist County in developing procedures for control of the operation and maintenance of, and record keeping for Project equipment and systems.

iv. Together with County, visit the Project to observe any apparent defects in the Work, assist County in consultations and discussions with Contractor concerning correction of any such defects, and make recommendations as to replacement or correction of defective work, if present.

v. In company with County or County’s Representative, provide an inspection of the Project within one month before the end of the correction period for Contractor’s Work to ascertain whether any portion of the Work is subject to correction.

The post-construction phase services may commence during the construction phase and will terminate at the end of the Construction Contract’s correction period.

2.8. Preparation of applications and supporting documents (except those already to be furnished under this Contract) for private or governmental grants, loans, bond issues or advances in connection with the Project.

2.9. Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, County's schedule or character of construction; and revising previously accepted studies, reports, design documents or Contract Documents when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not reasonably anticipated prior to the preparation of such studies, reports or documents, or are due to any other causes beyond Consultant's control.

2.10. Preparation and submission of information to and necessary consultations with the local Transportation Department, Florida Department of Environmental Protection, Florida Department of Transportation, regional water management districts, U.S. Army Corps of Engineers or other appropriate regulatory agencies, in order to obtain necessary permits or approvals for construction of the Project, unless such permits are expressly included in Basic Services to be performed by Consultant hereunder as set forth in the Task Order issued hereunder.

2.11. Providing renderings or models for County's use.

2.12. Investigations and studies involving detailed consideration of operations, maintenance, and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; and evaluating processes available for licensing and assisting County in obtaining process licensing.

2.13. Furnishing services of independent professional associates and consultants for other than the contract services to be provided by Consultant hereunder.

2.14. Services during out-of-town travel required of Consultant and directed by County, other than visits to the Project site or County's office.

2.15. Assistance in connection with bid protests, rebidding or renegotiating contracts for construction, materials, equipment, or services, except as otherwise provided for herein.

2.16. Providing any type of property surveys, aerial photography or related engineering services needed for the transfer of interests in real property and field surveys for design purposes and engineering surveys and staking to enable contractors to proceed with their work and providing other special field surveys.

2.17. Preparation of operating, maintenance, and staffing manuals, except as otherwise provided for herein.

2.18. Preparing to serve or serving as a consultant or witness for County in any litigation, or other legal or administrative proceeding, involving the Project (except for assistance in consultations which are included as part of the Basic Services to be provided herein).

2.19. Additional services rendered by Consultants in connection with the Project, not otherwise provided for in this Contract or not customarily furnished in accordance with generally accepted architectural practices.

ARTICLE THREE COUNTY'S RESPONSIBILITIES

3.1. The County shall designate in writing a representative to act as County's representative with respect to the services to be rendered under this Contract (hereinafter referred to as the "County's Representative"). The County's Representative shall have County transmit instructions, receive information, interpret, and define County's policies and decisions with respect to Consultant's services for the Project. However, the County's Representative is not authorized to issue any verbal or written orders or instructions to the Consultant that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:

i. The scope of services to be provided and performed by the Consultant hereunder;

ii. The time the Consultant is obligated to commence and complete all such services; or

iii. The amount of compensation the County is obligated or committed to pay the Consultant.

3.2. The County's Representative shall:

i. Review and make appropriate recommendations on all requests submitted by the Consultant for payment for services and work provided and performed in accordance with this Contract;

ii. Provide all criteria and information requested by Consultant as to County’s requirements, for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility, and expandability, and any budgetary limitations;

iii. Upon request from Consultant, assist Consultant by placing at Consultant’s disposal all available information in the County’s possession pertinent to the Project, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to design or construction of the Project;

iv. Arrange for access to and make all provisions for Consultant to enter the Project site to perform the services to be provided by Consultant under this Contract; and

v. Provide notice to Consultant of any deficiencies or defects discovered by the County with respect to the services to be rendered by Consultant hereunder.

3.3. Consultant acknowledges that access to the Project Site, to be arranged by County for Consultant, may be provided during times that are not the normal business hours of the Consultant.

3.4. County shall be responsible for the acquisition of all easements, property sites, rights-of- way, or other property rights required for the Project and for the costs thereof, including the costs of any required land surveys in connection with such acquisition.

3.5. For the purposes of this Contract, the County's Representative shall be:

ARTICLE FOUR TERM AND TIME

4.1 The term of this Agreement shall commence on and continue until ____________________, unless otherwise terminated as provided herein. At the County’s sole discretion, the term of this Agreement may be extended for _two (2) additional one (1) year term under the same terms and conditions as provided herein.

4.2. Services to be rendered by Consultant shall be commenced subsequent to the execution of any Task Orders issued pursuant to this Contract, after receiving written Notice to Proceed from County for all or any designated portion of the Project and shall be performed and completed in accordance with the Project Schedule attached to the Task Order for the Project.

4.3. Should Consultant be obstructed or delayed in the prosecution or completion of its services as a result of unforeseeable causes beyond the control of Consultant, and not due to its own fault or neglect, including but not restricted to acts of God or of public enemy, acts of government or of the County, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then Consultant shall notify County in writing within five (5) working days after commencement of such delay, stating the cause or causes thereof, or be deemed to have waived any right which Consultant may have had to request a time extension.

4.4. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of Consultant's services from any cause whatsoever, including those for which County may be responsible in whole or in part, shall relieve Consultant of its duty to perform or give rise to any right to damages or additional compensation from County. Consultant's sole remedy against County will be the right to seek an extension of time to its schedule. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. Provided, however, if through no fault or neglect of the Consultant, the services to be provided hereunder have not been completed within the schedule identified in the Task Order, the Consultant's compensation shall be equitably adjusted, with respect to those services that have not yet been performed, to reflect the incremental increase in costs experienced by Consultant.

4.5. Should the Consultant fail to commence, provide, perform or complete any of the services to be provided hereunder in a timely and reasonable manner, in addition to any other rights or remedies available to the County hereunder, the County at its sole discretion and option may withhold any and all payments due and owing to the Consultant until such time as the Consultant resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the County's satisfaction that the Consultant's performance is or will shortly be back on schedule.

4.6. When the Consultant and the County enter into a Task Order where the term of the Task Order expires on a date that is later than the date that this Agreement expires, the Consultant and the County agree that the terms of this Agreement and any amendments, attachments or provisions thereof are automatically extended until the expiration or full completion of the requirements of the Task Order have been performed. Cancellation by the County of any remaining work prior to the full completion of the requirements of the Task Order shall cause the terms of this Agreement to terminate at the same time. This provision only applies when the expiration of the Task Order extends beyond the expiration of this Agreement. It does not apply when a Task Order expires or is cancelled prior to the expiration of this Agreement.

ARTICLE FIVE COMPENSATION

5.1. Compensation and the manner of payment of such compensation by the County for services rendered hereunder by Consultant shall be as prescribed in Exhibit F, entitled "Basis of Compensation," which is attached hereto and made a part hereof.

5.2. The total amount to be paid by the County under this Contract for all services and materials, including "out-of-pocket" expenses and any approved subcontracts, shall not exceed the amount set forth in the approved Task Orders without prior approval of the Board. The Consultant shall notify the County's Representative in writing when 90% of an approved "not to exceed amount" has been reached.

5.3. Invoices received by the County from the Consultant pursuant to this Contract will be reviewed and approved in writing by the County's Representative, who shall indicate whether services have been rendered in conformity with the Contract, and then sent to the County’s Office of Management and Budget for processing payment. All invoices shall contain a detailed breakdown of the services provided for which payment is being requested. Invoices shall be paid in accordance with the Florida Prompt Payment Act. In addition to detailed invoices, upon request of the County's Representative, Consultant will provide County with detailed periodic Status Reports on the project.

5.4. "Out-of-pocket" expenses shall be reimbursed in accordance with Florida law and Exhibit F. All requests for payment of "out-of-pocket" expenses eligible for reimbursement under the terms of this Contract shall include copies of paid receipts, invoices, or other documentation acceptable to the County's Representative. Such documentation shall be sufficient to establish that the expense was actually incurred and necessary in the performance of the Scope of Work described in this Contract.

5.5. In order for both parties herein to close their books and records, the Consultant will clearly state "final invoice" on the Consultant's final/last billing to the County for each Task Order. This final invoice shall also certify that all services provided by Consultant have been performed in accordance with the applicable Task Order and all charges and costs have been invoiced to the County. Because this account will thereupon be closed, any and other further charges not included on this final invoice are waived by the Consultant. Acceptance of final payment by Consultant shall constitute a waiver of all claims and liens against County for additional payment.

5.6 Consultant acknowledges that the County, during any fiscal year, shall not expend money, incur any liability, or enter into any agreement which, by its terms, involves the expenditure of money in excess of the amounts budgeted as available for expenditure during such fiscal year. Any agreement, verbal or written, made in violation of this subsection is null and void, and no money may be paid on such agreement. Nothing herein contained shall prevent the making of agreements for a period exceeding one year, but any agreement so made shall be executory only for the value of the services to be rendered or agreed to be paid for in succeeding fiscal years. Accordingly, the County's performance and obligation to pay under this agreement is contingent upon annual appropriation.

ARTICLE SIX WAIVER OF CLAIMS

6.1. Consultant's acceptance of final payment shall constitute a full waiver of any and all claims related to the obligation of payment by it against County arising out of this Contract or otherwise related to the Project, except those previously made in writing and identified by Consultant as unsettled at the time of the final payment. Neither the acceptance of Consultant’s services nor payment by County shall be deemed to be a waiver of any of County's rights against Consultant.

ARTICLE SEVEN

TRUTH IN NEGOTIATION REPRESENTATIONS

7.1. Consultant warrants that Consultant has not employed or retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Contract and that Consultant has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of this Contract.

7.2. In accordance with provisions of Section 287.055(5)(a), Florida Statutes, the signature of this Contract by the Consultant shall also act as the execution of a truth in negotiation certificate certifying that the wage rates, overhead charges, and other costs used to determine the compensation provided for in this Contract are accurate, complete and current as of the date of the Contract and no higher than those charged the Consultant's most favored customer for the same or substantially similar service. Should the County determine that said rates and costs were significantly increased due to incomplete, noncurrent, or inaccurate representation, then said rates and compensation provided for in this Contract shall be adjusted accordingly.

ARTICLE EIGHT TERMINATION OR SUSPENSION

8.1. Consultant shall be considered in material default of this Contract and such default will be considered cause for County to terminate this Contract, in whole or in part, as further set forth in this section, for any of the following reasons: (a) failure to begin work under the Contract within a reasonable time after issuance of the Notice(s) to Proceed of a Task Order, or (b) failure to properly and timely perform the services to be provided hereunder or as directed by County pursuant to this Contract, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by Consultant or by any of Consultant's principals, officers or directors, or (d) failure to obey laws, ordinances, regulations or other codes of conduct, or (e) failure to perform or abide by the terms or spirit of this Contract, or (f) for any other just cause. The County may so terminate this Contract, in whole or in part, by giving the Consultant seven (7) calendar days' written notice.

8.2. If, after notice of termination of this Contract as provided for in paragraph 8.1 above, it is determined for any reason that Consultant was not, in default, or that its default was excusable, or that County otherwise was not entitled to the remedy against Consultant provided for in paragraph 8.1, then the notice of termination given pursuant to paragraph 8.1 shall be deemed to be the notice of termination provided for in paragraph 8.3 below and Consultant's remedies against County shall be the same as and limited to those afforded Consultant under paragraph 8.3 below.

8.3. County shall have the right to terminate this Contract, in whole or in part, without cause upon seven (7) calendar days' written notice to Consultant. In the event of such termination for convenience, Consultant's recovery against County shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by Consultant that are directly attributable to the termination, but Consultant shall not be entitled to any other or further recovery against County, including, but not limited to, anticipated fees or profits on work not required to be performed.

8.4. Upon termination, the Consultant shall deliver to the County all original papers, records, documents, drawings, models, and other material set forth and described in this Contract.

8.5. The County shall have the power to suspend all or any portions of the services to be provided by Consultant hereunder upon giving Consultant two (2) calendar days prior written notice of such suspension. If all or any portion of the services to be rendered hereunder are so suspended, the Consultant's sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein.

ARTICLE NINE PERSONNEL

9.1. The Consultant is, and shall be, in the performance of all work services and activities under this Contract, an Independent Contractor, and not an employee, agent, or servant of the County. All persons engaged in any of the work or services performed pursuant to this Contract shall at all times, and in all places, be subject to the Consultant's sole direction, supervision, and control. The Consultant shall exercise control over the means and manner in which it and its employees perform the work, and in all respects the Consultant's relationship and the relationship of its employees to the County shall be that of an Independent Contractor and not as employees or agents of the County.

9.2. The Consultant represents that it has, or will secure at its own expense, all necessary personnel required to perform the services under this Contract. Such personnel shall not be employees of or have any contractual relationship with the County, nor shall such personnel be entitled to any benefits of the County including, but not limited to, pension, health, and workers' compensation benefits.

9.3. All of the services required hereunder shall be performed by the Consultant or under its supervision, and all personnel engaged in performing the services shall be fully qualified and, if required, authorized, or permitted under state and local law to perform such services.

9.4. The Consultant warrants that all services shall be performed by skilled and competent personnel to professional standards applicable to firms of similar local and national reputation.

ARTICLE TEN SUBCONTRACTING

10.1. Consultant shall not subcontract any services or work to be provided to County without the prior written approval of the County's Representative. The County reserves the right to accept the use of a subcontractor or to reject the selection of a particular subcontractor and to inspect all facilities of any subcontractors in order to make a determination as to the capability of the subcontractor to perform properly under this Contract. The County's acceptance of a subcontractor shall not be unreasonably withheld. The Consultant is encouraged to seek minority and women business enterprises for participation in subcontracting opportunities.

ARTICLE ELEVEN FEDERAL AND STATE TAX

11.1. The County is exempt from payment of Florida state sales and use taxes. The Consultant shall not be exempted from paying sales tax to its suppliers for materials used to fulfill contractual obligations with the County, nor is the Consultant authorized to use the County's tax exemption number in securing such materials.

11.2. The Consultant shall be responsible for payment of its own and its share of its employees' payroll, payroll taxes, and benefits with respect to this Contract.

ARTICLE TWELVE OWNERSHIP OF DOCUMENTS

12.1. Upon completion or termination of this Contract, all records, documents, tracings, plans, specifications, maps, evaluations, reports, computer assisted design or drafting disks and other technical data, other than working papers, prepared, or developed by…