FWC 24.25-67 Addendum 1 QA-.pdf

Florida Fish and Wildlife Conservation Commission

Commissioners Rodney Barreto Chairman Coral Gables

Steven Hudson Vice Chairman Fort Lauderdale

Preston Farrior Tampa

Gary Lester Oxford

Albert Maury Coral Gables

Gary Nicklaus Jupiter

Sonya Rood St. Augustine

Office of the Executive Director Roger A. Young Executive Director

Charles “Rett” Boyd Assistant Executive Director

George Warthen Chief Conservation Officer

Jessica Crawford Chief of Staff

850-487-3796

850-921-5786 FAX

Managing fish and wildlife resources for their long-term well-being and the benefit of people.

620 South Meridian Street Tallahassee, Florida 32399-1600 Voice: 850-488-4676

Hearing/speech-impaired:

800-955-8771 (T) 800-955-8770 (V)

MyFWC.com

DATE: APRIL 10, 2025

ADDENDUM NO.: 1

BID NO.: FWC 24/25-67

BID TITLE: ENVIRONMENTAL CONSULTANTS CONTINUING CONTRACT

PROCUREMENT

UPDATE: QUESTIONS AND ANSWERS

The enclosed addendum has been issued for consideration in the preparation of your response to the Florida Fish and Wildlife Conservation Commission’s (FWC) Solicitation No. FWC 24/25-67, “Environmental Consultants Continuing Contract Procurement”.

All responses to the subject solicitation must be received no later than 3:30 PM (ET) on Wednesday, April 30, 2025.

A response received after the exact time specified will not be considered.

Failure to file a protest within the time prescribed in Section 120.57(3), Florida Statutes (F.S.), or failure to post the bond or other security required by law within the time allowed for filing a bond shall constitute a waiver of proceedings under Chapter 120, Florida Statutes. Written notices, formal requests and proceedings must conform with the requirements set forth in Chapter 28-110, Florida Administrative Code (F.A.C.). Protests must be filed with the Purchasing Office, Fish and Wildlife Conservation Commission, 1875 Orange Avenue East, Tallahassee, Florida 32311-6160 within the time prescribed in Section 120.57(3), F.S. and Chapter 28-110, F.A.C.

Sincerely, Joshua Stringer, FWC Procurement Manager

FWC SOLICITATION ADDENDUM 2

BEGIN ADDENDUM

QUESTION #1

Could you please provide a list of the incumbents.

ANSWER #1

AECOM, Ardurra, ECT, ESA, JMT, Stantec, WSP.

Originally selected but acquired by another firm on this list, Cardno, Ecology and Environmental, and Wood.

QUESTION #2

We note pages 1 and 2 of the RFQ encourage use of MBE/MWBE businesses under this RFQ. May the Commission confirm if it has an MBE/MWBE goal for this RFQ, and if so, what it is?

ANSWER #2

The Commission has no set goals or requirement for MBE/MWBE for this RFSOQ

QUESTION #3

May the Commission confirm that the terms and conditions of an eventual contract, in addition to the hourly rates, will be subject to negotiation by the Commission with the top-ranked firm(s)?

ANSWER #3

Terms and conditions are generally set by the Commission and may be modified upon review and approval of FWC’s legal counsel. However, only minor non-substantive revisions if any are acceptable. The hourly rates and multiplier are variable and are negotiated after the firm is selected as a finalist. While there is variability, the contract manager will review for consistency within a reasonable range and may require adjustment so that an individual firm is not a large outlier in the project rates or multiplier.

QUESTION #4

Please provide a draft contract for review.

FWC SOLICITATION ADDENDUM 3

ANSWER #4

Please see sample contract attached, this sample contract is not fully reflective of the final contract which is being updated. The language regarding estimated construction cost and threshold amounts will point to statute 287.055, Florida Statutes (F.S.). The language for term and renewal will follow the Term and Renewal section of the RFSOQ. There may be other changes to the final contract. When we execute the contract, it will follow the language and terms of the RFSOQ on the vendor information portal.

QUESTION #5

Please provide a list of the 10 most recent FWC task assignments under a previous contract. We are interested in the project title, engineering fees, and estimated construction costs. A brief scope would be helpful as well.

ANSWER #5

See attached Project Mix – List of Scope and Fees, document for a sampling project mixes brief scope and fees.

QUESTION #6

What firms currently hold this contract?

ANSWER #6

See response to Question 1

QUESTION #7

What is the estimated contract value?

FWC SOLICITATION ADDENDUM 4

ANSWER #7

The anticipated upper limit threshold value is $4,999,999 for the initial five- year contract term.

Actual contract value is variable and depends on the consultants range of skill sets and FWC’s project mix and funding levels. This threshold value may be raised if required by the workload, however, raising to $5 million or more does require additional contractual oversight per Florida Statutes which the consultant will be required to participate.

QUESTION #8

Does FWC have any specific projects or work orders anticipated under this contract?

ANSWER #8

FWC’s work plan is fluid and depends on funding and staffing levels to be able to implement. We currently have a backlog of Wildlife Management areas Hydrologic Assessments, such as OK Slough, Tosohatchee, Orange Hammock . We have a backlog of project implementations from already developed conceptual masterplans such as Dinner Island, Caravelle Ranch, Chassahowitzka, Apalachicola River WEA among others.

QUESTION #9

Will there be a page limit to our proposal?

ANSWER #9

There is no firm page limit, however, we request that respondents keep the submittals to less than 75 pages in deference to the review team. We believe that this provides more than adequate space to highlight your firms’ capabilities and projects

QUESTION #10

How many project examples can we provide (other than the 10 spaces provided in the SF330 form)?

ANSWER #10

No limit, but please see the response to question 9

QUESTION #11

Are there any formatting guidelines we must adhere to?

FWC SOLICITATION ADDENDUM 5

ANSWER #11

No

QUESTION #12

Do we have the ability to add specialty subs after the contract is awarded?

ANSWER #12

Yes – consultant may request additions or deletions to their team via email to the Contract Manager at any time after a contract is executed. The contract Manager has the sole discretion to approve or deny. Usually, the request is granted provided the consultant provides a sufficient reason why the addition is necessary for the success of the project. Please be aware that the selection teams can only make the initial selection based on the submitted teams outlined in their proposal.

QUESTION #13

Is there a page limit for this RFQ?

ANSWER #13

See response to question 9

QUESTION #14

On the PQS form, is table 4 (Previous Fee volume) to reflect contract amounts issued by FFWCC only, or any state agency?

ANSWER #14

Please see sample contract attached (Attachment A), this sample contract is not updated to the RFSOQ language. The language regarding estimated construction cost and threshold amounts will point to statute 287.055, Florida Statutes (F.S.). The language for term and renewal will follow the Term and Renewal section of the RFSOQ. There may be other changes to the final contract.

When we execute the contract, it will follow the language and terms of the RFSOQ on the vendor information portal.

QUESTION #15

The RFSOQ directs respondents to use a 10/2020 revision of the PQS form, while the weblink takes you to a 9/2021 version. Is the 9/2021 version acceptable?

FWC SOLICITATION ADDENDUM 6

ANSWER #15

Yes the 09/2021 version is acceptable, use the form the link takes you to.

QUESTION #16

The RFQ requires SF330 (Rev. 8/2016), but links to Rev. 7/2021. Can you please clarify which one to use?

ANSWER #16

Use the Rev. 7/2021 version the link takes you to.

QUESTION #17

Will a business registered with Florida DBPR as a Geology Business be considered “properly licensed in the State of Florida at the time of Statements of Qualifications submittal” to respond as a prime contractor?

ANSWER #17

Licensed Engineering Firms must be the prime.

QUESTION #18

Is FWC going to select firms by region or statewide?

ANSWER #18

Firms will be selected based on their overall qualifications and will be able to be selected for individual projects statewide. However, please refer to the selection criteria included in the RFSOQ for selection of a firm from the ones under contract for a specific project. One of the six criteria used for this geographic proximity the project site. FWC staff utilize these criteria to determine the most qualified firm for an individual project.

QUESTION #19

Does FWC have a regional focus related to any other state or federal funding mechanisms?

ANSWER #19

No

QUESTION #20

What projects are FWC considering and where are these located?

ANSWER #20

FWC has over 50 lead WMA’s that span the state from Pensacola to almost Key West. Work could be needed at any of them. Our Aquatic Habitat Restoration Section works in fresh and salt- water

FWC SOLICITATION ADDENDUM 7

environments on WMA’s but also with partners such as FDEP, Counties etc. across the state. The project mix is variable and difficult to predict.

QUESTION #21

Are there any page limits or format guidelines other than the provided forms? In particular, are there page limits to the Letter of Interest or Section H of the SF330?

ANSWER #21

See response to question 9

QUESTION #22

Who are the incumbent firms?

ANSWER #22

See response to question 1

QUESTION #23

How many awards does FWC anticipate under this new contract?

ANSWER # 23 Due to our projected work volume we anticipate an award of a minimum of three firm upwards to as many as 15 if the selection committee feels the firms are qualified to meet our technical needs.

QUESTION #24

On the Professional Services Evaluation Form states “Past Performance References”. There are no requirements listed for References in the RFQ. How will references be evaluated and scored during the interview process? Will there be a minimum number of references required? Can those references include FWC

ANSWER #24

At a minimum, provide five (5) references that contain the following: project name, brief description of project, the owner’s representative’s name, e-mail address and telephone number.

No more than two (2) from FWC.

The references will be evaluated on the following criteria:

1) How well did your firm adhere to the agreed upon schedule?

2) How would your client rate the quality of work?

3) How would your client rate use of adequate personnel in quantity, experience and profession?

4) How would your client rate the use of appropriate equipment and methods?

FWC SOLICITATION ADDENDUM 8

QUESTION #25

Are you expecting to see a summary of our qualifications, ability to do the work and meet evaluation criteria presented in the Letter of Interest and our full qualifications in the SF330?

ANSWER #25

Yes, a summary of the firm’s qualifications and ability to do the work would be desirable in the letter of interest.

QUESTION #26

Does FWC expect that each team can provide all the desired expertise listed?

ANSWER #26

No firms can choose to address some or all of the desired technical specialties. Firms have been selected and are under contract for just one specialty.

QUESTION #27

Does FWC expect that each team can provide requested services throughout the state?

ANSWER #27

Yes, selection is on a statewide basis unless the firm wishes to restrict their range of services to a specific region. Please specify this in the letter of interest. This restriction will not impact on the qualifications-based selection but would subsequently limit the range or choice of projects available to be assigned to them.

QUESTION #28

Will specific credit/points be given for state-certified DBE/MBE participation?

ANSWER #28

No

QUESTION #29

For the Professional Qualifications Supplement (DMS Form AE12a Rev 7/12), does item 4 (Previous Fee Volume) only include fees related to project expertise requested under this solicitation?

FWC SOLICITATION ADDENDUM 9

ANSWER #29

PREVIOUS FEE VOLUME FOR DMS AND STATE AGENCY WORK: Fee paid to the Prime Firm (excluding portion paid to sub-consultants) previously under contract with DMS and other State of Florida Agencies (excluding educational entities) per previous calendar year(s).

QUESTION #30

Will grant support services be needed under this solicitation?

ANSWER #30

Grant support would be considered a supplementary addition to a project and generally would not be the sole project.

QUESTION #31

Please clarify if the scope focuses on Permitting, Design, and Construction Administration, or if it also includes performance of scope items during construction activities? For example, what is the contractor’s role during stream-course restorations, living shorelines establishment, oyster reef and coral restoration, and aquatic planting restoration?

ANSWER #31

Consultants’ role in stream course restorations, living shorelines oyster and coral restoration can be comprehensive to cursory review of the separately procured construction contractors performance, RFI’s, shop drawing reviews etc. essentially Engineering oversight and engineer of record typical duties.

QUESTION #32

For scope items such as oyster reef and coral restoration, and aquatic vegetation planting – will these services be performed through this contract or will they be procured separately as part of the construction?

ANSWER #32

Scope items such as oyster reef and coral restoration, and aquatic vegetation planting will be procured separately as part of construction or as stand-alone professional services.

FWC SOLICITATION ADDENDUM 10

QUESTION #33

In Table 5 of the PQS, under Current Workload For Prime Office, it is unclear if the requested fees on hold and remaining, pertain solely to DMS and State Agency Work only as in Table 4, or includes all project fees both public and private sector work.

ANSWER #33

CURRENT WORKLOAD is determined by the remaining billable fees (as of advertised submittal date) owed to prime firm's Florida office address listed per Item 2. For multidiscipline firms and/or those with multiple offices, only list fees related to project expertise requested such as architecture or engineering for the identified office. Exception, when participating support staff is not located in the office listed per Item 2 include the added "TOTAL FEES" of the appropriate discipline within respective offices.

QUESTION #34

Do we need to include a copy of the respondent’s Florida corporate certificate?

ANSWER #34

Yes

QUESTION #35

Do we need to include a copy of the Florida corporation certificate for our subconsultants?

ANSWER #35

Yes

QUESTION #36

We realize we need to include a copy of the firm’s Florida Dept of Business and Professional Regulation License. Do we need to include a copy of the individual team members’ Florida professional licenses?

ANSWER #36

Only the primes firm’s DBPR license needs to be included. Individual teams members do not.

QUESTION #37

For the Standard Form 330, can we list more than ten projects?

ANSWER #37

Yes

FWC SOLICITATION ADDENDUM 11

QUESTION #38

Is there a list of funded projects?

ANSWER #38

FWC has identified millions of dollars of project needs within the WMA system. Attached is an excel spreadsheet that is not completely up to date but does list a representative sample of the types and magnitude of the unmet needs. It was developed as backup for a Legislative budget request and should be used solely as reference to the need NOT as a specific timetable or capitol improvement plan. AHCR partners with many agencies and they are opportunist project developers and have a yearly process to evaluate the net environmental benefit of restoration projects. Therefore, they are able to take advantage of a myriad of outside funding opportunities and generally select on a yearly basis the project mix that have invested partners.

Actual funded projects vary widely year to year, but generally PASO implements between 5-25 million dollars on design and construction projects per year.

QUESTION #39

Is the solicitation number the FWC 24/25-67 or the RFSQ-12039?

ANSWER #39

The agency advertisement number is FWC 24/25-67, this is a number FWC assigns to the solicitation.

RFSQ-12039 was assigned by MFMP when we created the advertisement.

PROFESSIONAL SERVICE CONTINUING CONTRACT

STATE OF FLORIDA

FLORIDA FISH AND WILDLIFE CONSERVATION COMMISSION

FWC Contract No. #

This contract is entered into by and between the Florida Fish and Wildlife Conservation Commission, whose address is 620 South Meridian Street, Tallahassee, Florida 32399-1600, hereafter “Commission” or “FWC,” and Consultant Name, Consultant FEID, whose address is Consultant Address, hereinafter “Consultant,” collectively, “Parties”.

WITNESSETH that the Owner intends to periodically implement Specific Designated Projects under this Contract. Projects implemented under this Contract shall be those having estimated construction costs not exceeding $7,500,000.00 and study fees not exceeding $500,000.00 as provided in section 287.055(2)(g), Florida Statutes.

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

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

ARTICLE 1 – GENERAL TERMS

The Consultant agrees to provide professional services for each specific designated project as set forth in each individually executed Task Assignment Notification Form (TA) (Exhibit II), hereafter referenced as TA, and Change Order Notification Form (CO) (Exhibit III), hereafter referenced as CO. For an initial period of (3) years upon execution with the option of 3, 1-year renewals.

ARTICLE 2 - COMPENSATION

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

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

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

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

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

Professional Services Continuing Contract Last Revised: 5.26.2022 Page 2 of 40

ARTICLE 3 - CONSULTANT'S BASIC SERVICES

3.1.1 The Consultant shall consult with the Owner to determine the project’s requirements.

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

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

3.2 Construction Documents Phase

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

3.2.2 The Consultant shall keep the Owner informed of any adjustments to previous Estimates of Probable Project Construction Cost indicated by changes in scope, requirements or market conditions.

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

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

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

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

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

Professional Services Continuing Contract Last Revised: 5.26.2022 Page 3 of 40

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

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

The Consultant shall use a computer aided design and drafting application (CADD) application and shall provide the Owner with two (2) sets of disk files at the conclusion of 100 percent Construction Documents defined in Article 3.2.

Drawing files will be compatible with "AutoCad 2009" or a later version. One named electronic drawing file should yield exactly one final plot sheet. The project manual (specifications) should be in Microsoft Word (.doc) or Adobe .pdf format. Disk files shall be provided on CD media Drawings are to be transmitted in a “bound” form with no x-refs and with all needed layers turned on. Include any special fonts or symbols (blocks) that may be needed to seamlessly open the file.

3.3 Construction Phase - General Administration of Construction Contracts

3.3.1 The Consultant shall assist the Owner as requested with solicitation documents and project oversight.

3.3.2 If requested, the Consultant shall check and approve samples, schedules, shop drawings and other submissions only for conformance with the design concept of the Project and for compliance with the information given by the Contract Documents.

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

Professional Services Continuing Contract Last Revised: 5.26.2022 Page 4 of 40

ARTICLE 4 - ADDITIONAL SERVICES OF THE CONSULTANT

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

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

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

4.3 Revising previously approved drawings or specifications to accomplish changes.

4.4 Providing Detailed Cost Estimates.

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

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

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

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

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

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

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

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

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

Professional Services Continuing Contract Last Revised: 5.26.2022 Page 5 of 40

ARTICLE 5 - THE OWNER'S RESPONSIBILITIES

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

5.2 The Owner shall designate representatives authorized to act in its behalf and shall examine documents submitted by the Consultant; render decisions promptly to avoid unreasonable delay in the progress of the Consultant's work;

and observe the procedure of issuing orders to contractors only through the Consultant.

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

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

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

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

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

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

ARTICLE 6 - PROJECT CONSTRUCTION COST

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

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

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

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

6.2 When labor, material or service connected equipment is furnished by the Owner, the Project Construction Cost shall include costs at current market cost.

Professional Services Continuing Contract Last Revised: 5.26.2022 Page 6 of 40

ARTICLE 7 - STATEMENTS OF PROJECT COST

7.1 Owner's Construction Budget - The Owner's Construction Budget is the amount budgeted for actual construction of the Project including connections to utilities but is exclusive of cost of land, furnishings, and professional fees.

The Owner's Construction Budget will be the estimated amount shown in the written TA or CO for each Specific Designated Project.

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

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

7.2.1 By 50 percent completion of the Construction Documents Phase, the Consultant shall resolve with the Owner any apparent discrepancy between Estimates of Probable Construction Cost and the scope and requirements of the Owner. The Consultant shall be permitted to include acceptable alternates in the contract documents to provide a finished and acceptable facility within the Owner's Construction Budget. The Owner’s inability to award an acceptable construction contract because the lowest acceptable bid is greater than the Owner's Construction Budget shall be cause for the Consultant to be required to revise the project at his/her own cost and expense in accordance with the requirements of this Contract until a contract can be awarded within the Owner's Construction Budget.

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

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

ARTICLE 8 - PERIOD OF SERVICE

8.1 The services called for in the Schematic Design Phase of the Contract shall be completed and the Schematic Design Studies Documents and Estimates of Probable Project Construction Costs submitted to the Owner within the calendar days as prescribed in the written TA or CO following authorization for the Consultant to proceed with the Project.

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

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

8.4 Unless sooner terminated as provided in Article 12 this agreement shall remain in force from DATE through DATE or a period following DATE which may reasonably be required for the design, award of contracts and construction of specific designated projects issued through a TA or CO including extra work and any required extension thereto.

At the Owner's option, this Contract may be extended by the Owner's Contract’s Administrator to cover the option of 3, 1-year renewals.

ARTICLE 9 - PAYMENTS TO CONSULTANT

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

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

9.1.2 Payments for Additional Services of the Consultant as defined in Article 4 as a Lump Sum shall be made as prescribed in TA or CO as identified in the attached billing rates Exhibit I for each Specific Designated Project.

9.1.3 Payments for Additional Services of the Consultant's services as defined in Article 4 as a Multiple of Actual Payroll Costs, and for Reimbursable Expense as defined in Article 18, shall be made as defined in the TA or CO as identified in the attached billing rates Exhibit I for each Specific Designated Project.

9.1.4 The Consultant shall request such compensation by submitting a properly completed invoice Exhibit IV. Each request for payment must be submitted utilizing the invoice format attached as Exhibit IV and must include a Minority Status Report of Minority & Disabled Veteran's Business Enterprise Form attached as Exhibit V. This form must be included even if no minorities were utilized. All Forms may be downloaded at:

http://dms.myflorida.com/business_operations/real_estate_development_management/building_construction/fo rms_and_documents

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

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

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

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

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

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

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

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

9.8 Travel Expenses. If authorized in the TA or CO, travel expenses shall be reimbursed in accordance with Section 112.061, F.S.

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

The Commission’s Contract Manager shall notify Contractor in writing at the earliest possible time if funds are not appropriated or available.

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

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

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

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9.13 Electronic Funds Transfer. Contractor agrees to enroll in Electronic Funds Transfer (EFT), offered by the State’s Chief Financial Officer, within thirty (30) days of the date the last Party has signed this Contract. Copies of the Authorization form and a sample blank enrollment letter can be found on the vendor instruction page at:

http://www.fldfs.com/aadir/direct_deposit_web/Vendors.htm. Questions should be directed to the State of Florida’s EFT Section at (850) 413-5517. Once enrolled, invoice payments will be made by EFT.

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

ARTICLE 10 - CONSULTANT'S ACCOUNTING RECORDS

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

ARTICLE 11 - TERMINATION OF AGREEMENT

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

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

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

11.4. The Commission may terminate this Contract if the Contractor fails to: 1.) comply with all terms and conditions of this Contract; 2.) produce each deliverable within the time specified by the Contract or extension; 3.) maintain adequate progress, thus endangering the performance of the Contract; or, 4.) abide by any statutory, regulatory, or licensing requirement. The Commission shall give written notice to the Contractor of its intent to terminate the Contract for cause. In the notice, the Commission shall provide an opportunity for the Contractor to provide a corrective action plan for the Commission, in its sole determination, to approve or disapprove. If no corrective action plan is submitted and approved, the Contractor shall cure the deficiencies cited by the Commission in its notice within fifteen (15) calendar days of the date of such notice. If the Contractor does not cure the deficiencies to the Commission’s satisfaction within the fifteen calendar days, the Contract will be considered terminated for cause on the first business day after the fifteen (15) calendar day opportunity to cure. At that time, the Commission will send notice to the Contractor that the Contract has been terminated. The Commission may, in its sole discretion, extend the time to cure the deficiencies in writing. The Contractor’s damages for termination for cause shall be limited to the cost of Work actually performed and approved by the Commission. Section 287.1351, F.S., governs the procedure and consequences for default. The rights and remedies of the Commission in this clause are in addition http://www.fldfs.com/aadir/direct_deposit_web/Vendors.htm

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