Mechanical Engineer Continuing Services Contracts

THE SCHOOL BOARD OF DUVAL COUNTY, FLORIDA AGREEMENT BETWEEN OWNER AND CONSULTANT FOR CONTINUING ANNUAL CONTRACT FOR PROFESSIONAL SERVICES ANNUAL CONTRACT FOR: RFQ No. 08-21/TW Mechanical Engineer Continuing Services Contract OWNER: THE SCHOOL BOARD OF DUVAL COUNTY, FL 1701 PRUDENTIAL DRIVE JACKSONVILLE FL 32207-8182 (904)390-2279 (904)390-2265 (FAX) www.duvalschools.org CONSULTANT: ENG ENGINEERING INC. 8130 BAYBERRY ROAD JACKSONVILLE, FLORIDA 32256 1.1 1.2 AGREEMENT CONTINUING CONTRACT FOR MECHANICAL ENGINEER SERVICES THIS AGREEMENT made effective December 1, 2020 and is by and between The School Board of Duval County, Florida, a political subdivision of the State of Florida (the OWNER), and Eng Engineering Inc., a Florida corporation, located at 8130 Bayberry Road, Jacksonville, Florida 32256, Federal I.D. No. 59-2859248 (the CONSULTANT) for continuing annual contract services in accordance with s. 287.055,

Florida Statutes (2020). Whereas, the OWNER issued RFQ No. 08-21/TW dated August 20, 2020, together with Addendum No. | dated August 20, 2020 (collectively, the RFQ), obtaining the credentials of prospective services for Mechanical Engineer Continuing Services Contracts (herein referred to as the RFQ, the terms and conditions of which are incorporated herein by this reference). Whereas, the CONSULTANT submitted its qualifications based on the scope set forth in the RFQ and the OWNER deemed the CONSULTANT to possess the skills and responsibility to render the services (herein the CONSULTANTs Proposal, the terms and conditions of which are incorporated herein by this reference). Whereas, the OWNER intends to periodically implement specific designated projects in the disciplines shown on the cover page of this Agreement; and that any and all projects implemented under this Agreement shall be those having estimated construction costs and/or study fees not exceeding the monetary threshold amounts provided in 287.055(2)(g), Florida Statutes (2020). The CONSULTANT'S key personnel shall be as prescribed in the attached Exhibit A, which Exhibit A by reference and attachment hereto forms a part of this Agreement. The CONSULTANT shall not deviate from these key personnel without first obtaining the written consent of the OWNER. NOW THEREFORE, the OWNER and the CONSULTANT, for the considerations hereinafter set forth, agree as follows: ARTICLE 1 EXTENT OF AGREEMENT The CONSULTANT accepts the relationship of trust and confidence established between itself and the OWNER by this Agreement. The CONSULTANT covenants with the OWNER to demonstrate high performance in the industry to its best skill and judgment and to cooperate in furthering the interests of the OWNER. The CONSULTANT agrees to exceptional business administration and superintendence and use of the best efforts industry wide to complete the project in the best and soundest way and in the most expeditious and economical manner consistent with the interest of the OWNER. The CONSULTANT agrees to provide professional services for each specific designated project as hereinafter set forth when activated in writing by the OWNER. The CONSULTANTS contract documents for these services shall consist of this Agreement form and the OWNERs written Activation(s). This Agreement shall not be superseded by any provisions of the documents for construction and may be amended only by written instrument signed by both the OWNER and the CONSULTANT. This agreement shall remain in force for one year, or for a period that may reasonably be required to finish any projects activated prior to this date, including any extra work or extensions thereto. At the OWNER's option, this Agreement may be extended by one year, for a maximum of four (4) one (1) year extensions. This Agreement does not guarantee that any Project work shall be issued to the CONSULTANT by the OWNER. in Definitions: A. CONSULTANT'S contract documents - Shall consist of this Agreement form, the RFQ, the CONSULTANTs Proposal as provided in the original Request For Qualifications (RFQ), and written Activation(s) issued by the OWNER for specific designated project(s). Project(s) - Shall be the total work to be performed as outlined under this Agreement pursuant to the written Activations issued by the OWNER. The Project(s) consists of planning, design, construction, associated site work and code inspection to build the component parts of the project. Scope of Services - The CONSULTANT's Basic Services consist of those described in Article 3 as part of Basic Services, and include mechanical engineering services, as well as services of any specialty consultants included as part of the Project Team on the CONSULTANT'S Professional Qualification Supplement, when applicable. Contract Time The timeframe established by the individual Project Activation schedule, consisting of the time allocated to complete all Project work and include at a minimum the Start Date, Phase plans completion date (if applicable) and Final Completion Date. OWNER - The School Board of Duval County, Florida, acting through its superintendent or his/her designee, the Executive Director, Facilities, Engineering, Design and Construction. Contractor - A General Contractor or Construction Manager hired by the OWNER. OWNERs Representatives - The Project Manager, his/her supervisors or designees. Project Manager - The person designated by the OWNER to provide direct interface with the CONSULTANT with respect to the OWNER'S responsibilities. Code Inspections: The Office of Building Code Enforcement, The School Board of Duval County, Florida, 1701 Prudential Drive, Jacksonville, Florida, 32207, Telephone (904) 390-2150. The Office of Building Code Enforcement is responsible for code inspections on projects administered by the Owner. Estimate: The CONSULTANTs latest estimate of probable Project construction cost. Purchase Order - An accounting document generated by the OWNER provided to a contractor or vendor. The terms and conditions of the contract documents, except as expressly and clearly modified by the OWNER, shall be incorporated by reference in any purchase order. OWNERs Construction Budget: Owner's budgeted funds for design and construction of a Project per the Activation. OFEDC - Office of Facilities, Engineering, Design & Construction Activation - A written document issued by the OWNER to the CONSULTANT identifying the scope of services under this Agreement to be performed by the CONSULTANT for a specific designated project(s). Document will outline acceptance of scope, project construction budget, schedule, and other terms and fees associated with completion of the Project. Documents - Deliverables issued by the CONSULTANT to the OWNER that include, but not limited to: Studies, Phase I, II, 111 documents for the Permitting and Bidding Phases of the project, construction drawings, specifications, construction agreement forms, general conditions, special provisions and technical provisions, etc. ARTICLE 2 COMPENSATION The OWNER agrees to pay the CONSULTANT as compensation for its services for each specific designated project as hereinafter set forth in the written Activation from the OWNER. 2.1 2.2 23 24 25 For its Basic Services, the Lump Sum or Not-to-Exceed fee amount negotiated between the CONSULTANT and the OWNER for each activation for each specific designated project. For Additional Services defined in Article 4 hereinafter to be paid as a Lump Sum or Not-to-Exceed fee amount prescribed in the authorization. For Additional Services defined in Article 4 hereinafter, the OWNER may pay a multiplier of Actual Payroll Costs. The multiplier of 2.5 may be applied to the Actual Payroll Costs for those Additional Services defined in Article 4 hereinafter. Actual Payroll Costs shall be defined as the cost of salaries or wages paid directly to personnel engaged on the Project. The multiplier being applied to the actual payroll costs cover overhead, profit and fringe benefits such as, but not limited to, social security contributions, unemployment taxes, excise taxes, payroll taxes, worker's compensation, health and retirement benefits, bonuses, sick leave, vacation and holiday pay. The CONSULTANT shall provide payroll documentation to the OWNER to validate actual Payroll Costs. OWNER shall establish actual hourly rates and the multiplier not to exceed 2.5. Reimburseable Expense as defined in Article 6 hereinafter to the amount expended, not exceeding the limits of 112.061 of the Florida Statutes. In no event shall the compensation paid to CONSULTANT exceed the threshold amounts established by 287.055, Florida Statutes (2020). ARTICLE 3 CONSULTANT BASIC SERVICES THE CONSULTANT AGREES TO PROVIDE BASIC PROFESSIONAL SERVICES FOR EACH PROJECT AS HEREINAFTER SET FORTH and in accordance with the letter of Activation, and in accordance with the Minimum Technical Standards for surveys in the State of Florida. These services shall be provided as prescribed in the written Activation from the OWNER for each specific designated project. It is understood each Project may not require all of the services outlined in Article 3, and each Activation shall reflect only those services required by OWNER. 3.1 3.1.1 Preliminary Design Phase The CONSULTANT shall consult with the OWNER to ascertain the requirements of the project. The CONSULTANT shall prepare Phase I (Schematic Design Studies) leading to a recommended solution together with a general description of the project for approval by the OWNER, and the CONSULTANT shall submit to the OWNER, 6 hard (paper) copies and 1 electronic copy of the Phase I Documents and his Estimate of Probable Project Construction Cost based on current area, volume or other unit costs, and, if required by the OWNER, coordinate with the Contractor to provide the OWNER with review and comments on the Contractor's estimates, the guaranteed maximum price (GMP) or bid amount. The CONSULTANT shall prepare from the approved Phase I (Schematic Design Studies), the Phase II (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 systems, and other such work as may be required. The CONSULTANT shall submit to the OWNER, six (6) hard (paper) copies and one (1) electronic copy of the Phase II Documents and his revised Estimate of Probable Project Construction Cost based on current area, volume, or other unit costs, and, if required by the OWNER, coordinate with the Contractor to provide the OWNER with review and comments on the Contractor's estimates, the 3.2 3.2.1 3.2.2 3.2.3 3.2.4 3.2.5 3.2.6 guaranteed maximum price or bid amount. Phase III Construction Documents The CONSULTANT shall prepare, from the approved Phase II (Design Development Documents), Phase III (Contract Documents) consisting of Working Drawings and Specifications and setting forth in detail the work required for the mechanical service-connected equipment, and the necessary bidding information, General Conditions of the Contract and Supplementary General Conditions of the Contract, and shall assist in the drafting of Proposal and Contract Forms. The CONSULTANT shall submit to the OWNER, 6 hard (paper) copies and 1 electronic copy of the Phase ITI Documents and its further revised Estimate of Probable Project Construction Costs based on current area volume, or other unit costs, and, if required by the OWNER, coordinate with the Contractor to provide the OWNER with review and comments on the Contractor's estimates, the guaranteed maximum price (GMP) or bid amount. 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. The CONSULTANT shall furnish six (6) 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 2 copies of the CADD Documents as described in Section 3.2.6 herein below. The CONSULTANT shall also provide the DOE Facilities Space Chart using the most current DOE Form OEF 208 and OEF 208A, which shall include the assigned FISH design codes numbers, the space FISH number, and the net square footage. It shall be the responsibility of the CONSULTANT to provide documents (Design Documents, Specifications, etc.) which conform to applicable State Requirements for Educational Facilities and Florida Building Code, zoning codes and generally accepted construction industry standards. The CONSULTANT shall signify its responsibility for the Contract documents prepared pursuant to this Agreement by affixing its 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 Chapter 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 Agreement 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. When the facility being designed under this Agreement meets the definition of a threshold building as defined in Chapter 533.71(7), Florida Statutes, the CONSULTANT must prepare and submit to the OWNERs Office of Building Code Enforcement, 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 and in accordance with Florida Building Codes. All building permitting and inspections must be issued and conducted by the OWNERs Office of Building Code Enforcement, 1701 Prudential Drive, 5 Floor, Jacksonville, Florida, 32207, Telephone (904) 390-2150. The CONSULTANT, whether utilizing a computer aided design and drafting application (CADD) or a manual design and drafting technique, shall provide the OWNER with one (1) set of electronic disk files at the conclusion of 100% Construction Documents defined in Section 3.2(1). Drawing files will be compatible with the latest Windows release of "AutoCad" in a .dwg file format and will contain all font, symbol, b-+lock and attribute files used to assemble the documents. Technical specifications shall be in a Microsoft Word or ASCII file format suitable for acceptable translation to Microsoft Word. Disk files shall be submitted with the contents of each disk appropriately labeled. Layering of drawing files will conform to the OWNERs Computer Aided Drafting and Design (CADD) Standards. The CONSULTANT shall also provide with the disk files a directory of the layers used and the identification of each layer. 3.3 3.3.1 3:33 3.3.4 Construction Phase - General Administration of Construction Contracts The CONSULTANT shall assist the OWNER in obtaining proposals from Contractors and in awarding construction contracts, and 1) Shall evaluate products equals at the request of the OWNER and make a recommendation on each ina timely manner. 2) Shall attend the prebid conference and bid openings. 3) Will assist the OWNER in evaluating all cost estimates, GMP's or all bids received and provide comment and recommendation to the OWNER. To the extent provided by the contract for this project between the OWNER and the Contractor, the CONSULTANT shall make decisions on all claims of the OWNER and Contractor and on all other matters relating to the execution and progress of the work or the interpretation of the Contract Documents. 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, prepare Change Orders and assemble written guarantees required of the Contractor. The CONSULTANT will make periodic visits to the site to familiarize itself generally 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 CONSULTANT will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the work; the CONSULTANT will not be responsible for the techniques or sequences of construction or the safety precautions incident thereto, and the CONSULTANT 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 the CONSULTANT'S 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 the CONSULTANT 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 approve Certificates for Payment in such amounts to the OWNER. The CONSULTANT shall review and forward all Certificates for Payment to the OWNER within OWNER established timeframes in order for the OWNER to provide payment to the Contractor within the timelines established by the Florida Prompt Payment Act. The CONSULTANTs failure to meet the deadlines for review and approval may subject the CONSULTANT for responsibility for all interest payments due the contractor due to late payment. 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 approving a Certificate for Payment, the CONSULTANT will also represent to the OWNER that, to the best of its knowledge, information and belief based on what its 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 approve a final Certificate of Payment. Upon completion of the Work, the CONSULTANT shall compile for and deliver to the Owner a reproducible set of Record Documents based upon the marked-up record drawings, addenda, change orders and other data furnished by the Contractor or other third parties. These Record Documents will show significant changes made during construction. ARTICLE 4 ADDITIONAL SERVICES OF THE CONSULTANT The following services may cause the extra expense. If any of these services are previously authorized in writing by the OWNER, they shall be paid for by the OWNER as a Lump Sum or Not to Exceed as prescribed in Section 2.2 above, or as prescribed in Section 2.3 above, whichever is specified in the authorization for Additional Services. 4.1 42 43 44 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. Making measured drawings of existing construction when required for planning additions or alterations thereto. Revising previously approved drawings or specifications to accomplish changes. Providing Detailed Cost Estimates. 4.5 4.6 4.7 48 49 4.10 4.11 4.12 4.13 5.1 5.2 53 5.4 55 When required by the OWNER, preparing documents for Alternate Bids and Change Orders, or for supplemental work initiated after commencement of the construction phase. 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 above as may be required in connections with the replacement of such work. Arranging for the work to proceed should the Contractor default due to delinquency or insolvency. Providing prolonged contract administration and observation of construction should the construction contract time be exceeded by more than twenty-five percent (25%) 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 Inspection. Revising the plans to show those changes made during the construction process, based on the marked up prints, drawings and other data furnished by the Contractor and which the CONSULTANT considers significant. 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. Making an inspection of the Project prior to expiration of the guarantee period and reporting observed discrepancies under guarantees provided by the construction contracts. Additional Services in connection with the Project not otherwise provided for in this Agreement. Furnishing and directing one or more Project Representatives (if more extensive representation at the site than called for in paragraph 3.3.3 above is required) with the understanding that the number, identity, salaries and length of service of such representatives shall be agreed to, in advance and in writing, 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. ARTICLE 5 OWNER'S RESPONSIBILITIES The OWNER shall provide information as to the requirements of the Project. The OWNER shall designate representatives authorized to act in its behalf. The OWNER shall examine documents submitted by the CONSULTANT and render decisions pertaining thereto promptly to avoid unreasonable delay in the progress of the CONSULTANT's work. The CONSULTANT shall observe the procedure of issuing orders to contractors only through the CONSULTANT. 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. The OWNER shall arrange and pay for such legal, auditing and insurance counseling services as may be required by the OWNER for the Project. If the OWNER or the CONSULTANT observes or otherwise becomes aware of any defects in the Project, they shall give prompt written notice thereof to each other and the Contractor. 5.6 6.1 6.2 7.2 8.1 8.2 8.3 8.4 If the Estimate of Probable Project Construction Cost or the Detailed Cost Estimate or the lowest bona fide proposal is in excess of any budget stated in the Activation, the OWNER may give written approval of an increase in the budget or the CONSULTANT shall cooperate in revising the project scope or quality, or both, to reduce the cost as required. ARTICLE 6 COST OF REPRODUCTION AND REIMBURSABLE EXPENSES The Cost of Reproduction for the documents called for in this agreement will be paid by the OWNER. The CONSULTANT shall deliver original documents to the OWNER's contract printing service. Reimbursable Expense includes actual expenditures, not exceeding the limits of 112.061 of the Florida Statutes, made by the CONSULTANT in the interest of the Project for the following incidental Expenses. All reimbursable expenses require previous written authorization from the OWNER. Examples of reimbursable expenses include: Expense of transportation and living of principals and employees when traveling in connection with services other than those defined in Article 3 above; and fees paid for securing approval of authorities having jurisdiction over the project; Overtime; and Fees of special consultants. ARTICLE 7 PROJECT CONSTRUCTION COST Project Construction Cost shall be based upon one of the following sources with precedence in the order listed: Lowest acceptable bona fide Contractor's proposal received for any or all portions of the project. Detailed Estimate of Project Construction Cost if authorized by the OWNER. The CONSULTANT'S latest Estimate of Probable Project Construction Cost based on current area, volume or other unit costs. When labor, material or service-connected equipment is furnished by the OWNER, the Project Construction Cost shall include costs therefore at current market cost. ARTICLE 8 STATEMENTS OF PROJECT COST 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. For this agreement the OWNER's Construction Budget will be the amount shown in the written Activation for each specific designated project. 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 herein are to be made on the basis of its experience and qualifications but the CONSULTANT does not guarantee the accuracy of its estimates of probable cost as compared to the Contractor's cost estimates, Guaranteed Maximum Price (GMP) or bids. However, the CONSULTANT shall conform to the following provisions in its attempt to keep the Project cost within the OWNER's Construction Budget. By fifty percent (50%) completion of the Construction Documents Phase, the CONSULTANT shall resolve with the OWNER any apparent discrepancy between its 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 for the purpose of providing a finished and acceptable facility within the OWNER's Construction Budget. Inability of the OWNER 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 its own cost and expense in accordance with the requirements of this Agreement until a contract can be awarded within the OWNER's Construction Budget. If the CONSULTANT advises the OWNER, in writing, before Construction Documents are fifty percent (50%) complete, 8.5 9.1 9.2 9.3 9.4 10.1 10.1.1 10.1.2 10.1.3 10.1.4 10.1.5 that in its 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 of 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 not being able 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 above. 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 its estimates in accordance with recognized published changes in construction costs. ARTICLE 9 PERIOD OF SERVICE The services called for in the Phase I services of this Agreement shall be completed and six (6) hard (paper) copies and one (1) electronic copy of the Phase I Design Studies Documents and Estimates of Probable Project Construction Costs submitted to the OWNER within the time established in each individual specific project Activation. Upon written authorization from the OWNER, the CONSULTANT shall proceed with the performance of the services called for in the Phase II of this Agreement, and shall submit six (6) hard (paper) copies and one (1) electronic copy of the Phase IT Documents and revised Estimates of Probable Cost within the time established in each individual specific project Activation. After acceptance by the OWNER of the Phase IT 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 Phase III of this Agreement, and shall submit six (6) hard (paper) copies and one (1) electronic copy of the Phase III Documents and further revised Estimates of Probable Project Construction Costs within the time established in each individual specific project Activation. Unless sooner terminated as provided in Article 12 hereinafter, this agreement shall remain in force from one (1) year from the date of this Agreement. At the OWNER's option, this Agreement may be renewed for an additional year, up to four (4) renewals. ARTICLE 10 PAYMENTS TO CONSULTANT Payments on account of the CONSULTANT's services shall be as follows: For its Basic Services, payments shall be made as prescribed in the written Activation for each specific designated project. Payments for Additional Services of the CONSULTANT as defined in Article 4 above as a Lump Sum shall be made as prescribed in the Authorization. Payments for Additional Services of the CONSULTANT's services as defined in Article 4 above and for Reimbursable Expense as defined in Article 6 above, shall be made monthly upon presentation of a detailed invoice and required documents as stated in the Activation. Forty (40) calendar days shall be allowed for the OWNER's inspection and approval of the goods and services for which any invoice has been submitted. No deduction shall be made from the CONSULTANT's compensation on account of penalty, liquidated damages, or other sums withheld from payments to contractors. 10.1.6 10.1.7 12.1 12.2 13.1 14.1 If any work designed or specified by the OWNER during any phase of service is abandoned or suspended in whole or in part, the CONSULTANT is to be paid for the service performed 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. The Owner will make payments in one of two methods either by direct check issuance or credit card (OWNERs e- payables/credit card program process). The CONSULTANT must elect which payment option it chooses to be paid at the beginning of the contract period. If direct check issuance is chosen, the CONSULTANT may elect the e- payable/credit card method at any time during the contract; however, once this option is elected, no further changes may be made unless approved by the Owner. At the Owners sole option, the Owner may change the direct check issuance to an Automated Clearing House (ACH) method of payment. Payment shall be made in accordance with the Florida Prompt Payment Act of the Florida Statutes. ARTICLE 11 CONSULTANT'S ACCOUNTING RECORDS Records of the CONSULTANT's Direct Personnel, Consultant(s) and Reimbursable Expenses pertaining to this project and records of accounts between the OWNER and Contractor shall be kept on a generally recognized accounting basis and shall be available to the OWNER or his/her authorized representative at mutually convenient times. The OWNER may obtain copies of any documents related to the project at any time. All documents shall be retained for at least 5 years after project completion, until the completion of negotiation and appeals, whichever is later. ARTICLE 12 TERMINATION OF AGREEMENT Termination For Cause This Agreement may be terminated upon seven (7) calendar days' notice after a failure to cure, should one party fail substantially to perform in accordance with its terms through no fault of the other. Also, this Agreement may be unilaterally terminated by the OWNER for refusal by the CONSULTANT to allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, Florida Statutes, and made or received by the CONSULTANT in conjunction with this Agreement. In the event of termination, due to the fault of others, the CONSULTANT shall be paid for services performed to termination date, including reimbursements less any sums that may reasonably be estimated as actual or potential damage or loss to the OWNER. Termination For Convenience This Agreement or Activations may be terminated by the OWNER in whole, or from time to time in part, whenever the OWNER shall determine that such termination is in the best interest of the OWNER. Upon termination, the CONSULTANT shall be entitled to payment for work completed to the time of termination, only. The percentage of completion shall be determined by the OWNER, based upon the work completed. In the event there is no Project or Activation, the OWNER may terminate this Agreement at no cost to OWNER. ARTICLE 13 REUSE OF DOCUMENTS Drawings and technical specifications furnished to the OWNER by the CONSULTANT as described in the Agreement shall become the property of the OWNER, but shall not be used in whole by the OWNER without notification to the CONSULTANT. The OWNER reserves the right to use the drawings and technical specifications furnished under this Agreement in part and at no cost to the OWNER. In the event that the OWNER uses the drawings and technical specifications for use on another site the CONSULTANT or his/her successors shall be reasonably compensated by the OWNER for adapting the drawings and technical specifications and contract administration if required by the OWNER. ARTICLE 14 SUCCESSORS AND ASSIGNS The OWNER and the CONSULTANT each binds himself, its partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party in respect 10 15.1 15.1.1 15.2 16.1 16.2 16.3 16.4 16.5 of all covenants of this Agreement. Neither the OWNER nor the CONSULTANT shall assign, sublet or transfer its interest in this Agreement without the written consent of the other. ARTICLE 15 CLAIMS AND DISPUTES Under the terms of this Agreement the CONSULTANT shall not have any right to compensation other than, or in addition to, that provided by this Agreement to satisfy any claim of any kind whatsoever unless the claim therefore is delivered to the OWNER within ten (10) calendar days from the date of which the act or event constituting the basis of such claim occurs. Failure to present any claim arising under this contract within the ten (10) calendar-day time period specified above shall constitute waiver and abandonment of claimant's claim. All such claims shall set forth in a petition addressed to the OWNER stating: A. The CONSULTANT's name and business address; B. Aconcise statement of the ultimate facts, including a statement of all disputed issues of material fact, upon which the claim is based; A concise statement of the provisions of the contract, together with any federal, state and local laws, ordinances or code requirements or customary practices and usage in the trade or profession asserted to be applicable to the questions presented by the claim; and D. A demand for that specific relief to which the CONSULTANT deems himself entitled. E. Acopy of all documentation supporting any claim for damages or extra compensation. Within thirty (30) calendar days from the receipt of any petition setting forth the claim, the OWNER shall provide the CONSULTANT its written response stating the OWNER's position with respect to each claim asserted. Thereafter, should any claim not be reimbursed, upon written notice from the claimant, the OWNER shall convene a proceeding pursuant to the procedures of the OFEDC and shall thereafter enter a final written decision. The venue for all actions against the OWNER shall be exclusively in Duval County, Florida. ARTICLE 16 SPECIAL PROVISIONS The CONSULTANT must use the latest edition of the Design Guidelines and Professional Services Guide provided by OFEDC. It is furnished to assist the CONSULTANT in the performance of its services under this Agreement. Since this document is merely a guide, the CONSULTANT must discuss the specific requirements of this project with the OWNER's Project Manager and utilize only those portions of this document that apply. The CONSULTANT should request the latest edition of the Guide for Professional Services and the Project Manager will provide a copy. It shall be the responsibility of the CONSULTANT to fully inform the OWNER of the progress of the Planning and Design. To this end, the CONSULTANT shall furnish the OWNER with a complete and descriptive status report and a forecasted completion schedule at the end of each month following the receipt of the signed contract documents. The CONSULTANT shall furnish these reports until a contract award is made for construction at which time the reports described in Section 16.3 shall be furnished. In addition to the requirements set forth in Section 3.3.3, the CONSULTANT shall complete a monthly Construction Report each and every month based on knowledge obtained through observation of the construction work. The CONSULTANT shall submit this report to OFEDC, Executive Director, on or before the first day of each month. The CONSULTANT shall take minutes of all meetings held with the OWNER and shall provide copies of the same to the OWNER within ten (10) calendar days following such meetings. Prohibition Against Contingent Fees The CONSULTANT warrants that the CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for the engineering firm to solicit or secure this agreement and that the 11 16.6 16.7 16.8 16.9 16.10 16.10.1 16.11 16.12 16.13 CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm other than a bona fide employee working solely for the engineering firm any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the OWNER shall have the right to terminate this Agreement without liability and, at its discretion, to deduct from the Basic Services Compensation shown in Section 2.1 above, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. Invoices for fees or other compensation for services or expenses shall be submitted in detail sufficient for a proper preaudit and postaudit thereof. The CONSULTANT will maintain on a current basis all project files and records. The project records shall be available at all times to the OWNER for reference, review or copying. By execution of this Agreement, the CONSULTANT certifies that the wage rates specified in Exhibit A, and other factual unit costs supporting the Basic Services compensation specified in Section 2.1 above are accurate, complete and current at the time of negotiations for this Agreement; and that any wage rates or other factual unit costs furnished the OWNER in the future to support additional service proposals will also be accurate, complete and current at the time of submitting such proposals. The CONSULTANT agrees that the Basic Services Compensation and any authorized additional service compensation shall be adjusted to exclude any significant sums by which the OWNER determines such compensations were increased due to inaccurate, incomplete or noncurrent wage rates and other factual unit costs. The OWNER and the CONSULTANT agree that all such adjustments in compensation shall be made within one year following completion of the services covered by this Agreement. CONSULTANT's Payment Rights CONSULTANT providing goods and services to the OWNER should be aware of the following time frames. Upon receipt, the OWNER has forty (40) calendar days to inspect and approve the goods and services (see Section 10.1.4 above). Invoices that have to be returned to the CONSULTANT because of CONSULTANT preparation errors will result in a delay in the payment. The invoice payment requirements do not start until a properly completed invoice is provided to the OWNER. Public Entity Crime Information Statement "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods and services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Verification of Employment Eligibili The OWNER shall consider the employment by any contractor of unauthorized aliens a violation of Section 274A (e) of the Jmmigration and Nationalization Act. Such violation shall be cause for unilateral cancellation of this contract. Electronic Mail Capabilities The CONSULTANT must have electronic mail capabilities through the World Wide Web. It is the intention of the OWNER to use electronic communication whenever possible for all projects. When possible, plans and specifications for review purposes will also be transmitted electronically to the OFEDC. The CONSULTANT will provide its electronic mail address and a name of a point of contact for electronic communications. The CONSULTANT shall comply with, and be responsible for all costs associated thereto, all Federal, State and Local Laws. The CONSULTANT and all subconsultants/subcontractors must comply with the Jessica Lunsford Act effective 12 16.14 16.15 16.16 16.17 16.18 16.19 17.1 18.1 18.2 September 1, 2005. The Act states that contractual personnel who are permitted access on school grounds when students are present or who have direct contract with students must meet Level 2 requirements as described in Section 1012.32, ES, Contractual personnel shall include any vendor, individual, or entity performing services on an OWNER site where students are present. Litigation Support -CONSULTANT shall serve as the OWNERs consultant during any claim or litigation involving other parties upon request of the OWNER. OWNER shall notify CONSULTANT in writing of this service. Non-Conflict Counsel for the OWNER and CONSULTANT may participate in various stages of discussions during the negotiation of contract(s), claims by the parties or third parties and it is agreed by both the CONSULTANT and OWNER such that they waive any conflict, so as not to exclude representation by either party of its counsel. In order to advance and facilitate any litigation effort, OWNER and CONSULTANT shall execute a joint confidentiality agreement in a form mutually agreeable. Indemnification Rider In consideration of Ten Dollars ($10) receipt and sufficiency of which is hereby acknowledged by the CONSULTANT, the CONSULTANT shall hold harmless and indemnify the OWNER, its directors, officers, employees, representatives, agents and elected officials against any claim, action, loss, damage, injury, liability, cost and expense of whatsoever kind or nature including, but not by way of limitation, attorneys fees or court costs arising out of injury (whether mental or corporeal) to persons, including death or damage to property, arising out of or incidental to any negligent act or omission of the CONSULTANT, its subcontractors, officers, employees, agents or assigns, in providing the services and work specified in the contract to be entered into pursuant to this solicitation. The CONSULTANT shall indemnify and be liable to the OWNER for all claims that may arise from its performance pursuant to this contract. The CONSULTANT shall the types and coverages of insurance as set forth in the RFQ. CONSULTANT shall indemnify and hold harmless the OWNER for any claim matter that arises from the CONSULTANT alleged breach of contract with OWNER. ARTICLE 17 OFFICE OF ECONOMIC OPPORTUNITY (OEO) PARTICIPATION The CONSULTANT shall comply with the requirements set forth in the RFQ. ARTICLE 18 MISCELLANEOUS If there is any conflict among this Agreement, the RFQ, or the Proposal, then the priority of documents is assigned as follows to resolve the conflict: first to this Agreement, next to the RFQ, and last to the Proposal. If the CONSULTANT made any exceptions to the RFQ in its Proposal, then such exceptions are not deemed to be accepted by the OWNER unless affirmatively agreed to in this Agreement. This Agreement shall be subject to Floridas Public Records Laws, Chapter 119, Florida Statutes. CONSULTANT understands the broad nature of these laws and agrees to comply with Floridas public records laws and laws relating to records retention. In compliance with section 119.0701, Florida Statutes, CONSULTANT agrees to: a. b. Keep and maintain public records required by the OWNER in order to perform the service. Upon request from the OWNERs custodian of public records, provide the OWNER with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in the Chapter 119, Florida Statues or as otherwise provided by law. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the CONSULTANT does not transfer the records to the OWNER. Upon completion of the Agreement, transfer, at no cost, to the OWNER all public records in possession of the CONSULTANT or keep and maintain public records required by the OWNER to perform the service. If the 13 18.3 18.4 18.5 CONSULTANT transfers all public records to the OWNER upon completion of the Agreement, the CONSULTANT shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONSULTANT keeps and maintains public records upon completion of the Agreement, the CONSULTANT shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the OWNER, upon request from the OWNERs custodian of public records, in a format that is compatible with the information technology systems of the OWNER. IF CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANTS DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THE AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS (THE OWNERS EXECUTIVE DIRECTOR) AT THE ADDRESS AND PHONE NUMBER ABOVE. CONSULTANT represents and warrants to the OWNER that CONSULTANT does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with CONSULTANTs performance under the Agreement on account of a persons actual or perceived identity with regard to race, color, religion, gender or gender identity/expression, age, marital status, disability, sexual orientation, political or religious beliefs, national or ethnic origin, pregnancy, veteran status, any other protected status under applicable law, or any other distinguishing physical or personality characteristics. CONSULTANT further covenants that no otherwise qualified individual shall, solely by reason of his/her actual or perceived identity with regard to race, color, religion, gender or gender identity/expression, age, marital status, disability, sexual orientation, political or religious beliefs, national or ethnic origin, pregnancy, veteran status, any other protected status under applicable law, or any other distinguishing physical or personality characteristics, be denied the benefits of, or be subjected to discrimination, or be denied access and services, under any provision of the Agreement. Every notice, approval, consent or other communication authorized or required by this Agreement shall not be effective unless same shall be in writing and sent via hand delivery or overnight delivery (with a receipt), directed to the other party at its address provided below or such other address as either party may designate by notice from time to time in herewith: If to CONSULTANT: To the Address set forth on the cover page of this Agreement If to OWNER: With copy to: The School Board of Duval County, Florida Office of General Counsel 1701 Prudential Drive c/o 1701 Prudential Drive Jacksonville, Florida 32207 Room 340 Phone: (904) 390-2115 Jacksonville, FL 32207 Attn: Dr. Diana Greene, Superintendent Phone: (904) 390-2032 Notwithstanding the foregoing, the parties agree that all communications relating to the day-to-day activities shall be exchanged between the OWNERs Executive Director and the CONSULTANTs representative (to be promptly designated by CONSULTANT). Each partys representative shall coordinate communications and processes as needed for the purposes of conducting the services set forth in the Agreement, as well as the process for routine or administrative communications. The parties shall also reasonably cooperate as to the development (including content and format) of the invoicing and any reports to be provided by CONSULTANT as part of the services. If any clause or provision of the Agreement is illegal, invalid or unenforceable under present or future laws effective during the term hereof, then the remainder of the Agreement shall not be affected thereby; and in lieu of each clause or provision of the Agreement which is illegal, invalid or unenforceable, there shall be added, as part of the Agreement, a 14 clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be possible and as may be legal, valid and enforceable. 18.6 Those provisions which by their nature are intended to survive the expiration, cancellation or termination of the Agreement, including, by way of example only, the Indemnification and Confidentiality provisions, shall survive the expiration, cancellation or termination of the Agreement. The terms of this document shall survive the awarding of the bid and shall be incorporated in the terms and conditions of the subsequent contract between the parties. 18.7 All OWNER and CONSULTANT employees, appointees, or agents who come into contact with students as part of the Agreement must submit a background check, in a manner prescribed by the OWNER (including compliance with sections 1012.315 and 1012.467, Florida Statutes). Any non-OWNER personnel associated with the Agreement and who may come into contact with students as part of the Agreement will be screened at CONSULTANTs expense. CONSULTANT shall not permit persons to provide services to student under this Agreement if any such person does not meet the standards under Florida law and the OWNERs hiring standards concerning criminal background employee history checks. Failure to comply with this provision shall be cause for immediate termination of this Agreement. 18.8 The failure of either party to enforce any provision of the Agreement will not constitute a waiver of future enforcement of that or any other provisions. 18.9 | The CONSULTANT has executed and delivered the federal forms required by Attachment H of the RFQ, which executed federal forms are incorporated herein by this reference. 18.10 The parties agree that this Agreement may be signed via counterpart and facsimile signature, the counterparts and facsimiles of which, when taken together, shall be deemed to constitute an entire and original Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first written above. THE SCHOOL BOARD OF _ DUVAL COUNTY, FLORIDA) / By: tl lin } Warren A. Jones, Cha j Di-Diaria Greene, Superintendent of Schools and Ex-Officio Secretary to the Board Form Approved: Approved by Board on November 9, 2020 Office of General Couns EXHIBIT A CONSULTANT TEAM ASSIGNED REPRESENTATIVES OWNER Byron W. Page Executive Director, Facilities, Engineering, Design and Construction CONSULTANT As set forth on the cover page of this Agreement NOTE: The Approved O/H Multiplier is for Overhead Rates for Contract Para 2.3, The Approved Hourly Rates are based on OH&P NTE 150% Name: Approved Max O/H FINAL APPROVED Position Name Multiplier HOURLY RATES Principal Edward Eng 2.5 $250 Engineer Jalieel Johnson 2.5 $107 Engineer Eric Eng 2.5 $107 16 THE SCHOOL BOARD OF DUVAL COUNTY, FLORIDA AGREEMENT BETWEEN OWNER AND CONSULTANT FOR CONTINUING ANNUAL CONTRACT FOR PROFESSIONAL SERVICES ANNUAL CONTRACT FOR: RFQ No. 08-21/TW Mechanical Engineer Continuing Services Contract OWNER: THE SCHOOL BOARD OF DUVAL COUNTY, FL 1701 PRUDENTIAL DRIVE JACKSONVILLE FL 32207-8182 (904)390-2279 (904)390-2265 (FAX) www.duvalschools.org CONSULTANT: H2ENGINEERING, INC. 114 EAST 5T! AVENUE TALLAHASSEE, FLORIDA 32303 1.1 1.2 AGREEMENT CONTINUING CONTRACT FOR MECHANICAL ENGINEER SERVICES THIS AGREEMENT made effective December 1, 2020 and is by and between The School Board of Duval County, Florida, a political subdivision of the State of Florida (the OWNER), and H2Engineering, Inc., a Florida corporation, located at 114 East 5'* Avenue, Tallahassee, Florida 32303, Federal I.D. No. 59-1723343 (the CONSULTANT) for continuing annual contract services in accordance with s. 287.055, Florida Statutes (2020). Whereas, the OWNER issued RFQ No. 08-21/TW dated August 20, 2020, together with Addendum No. | dated August 20, 2020 (collectively, the RFQ), obtaining the credentials of prospective services for Mechanical Engineer Continuing Services Contracts (herein referred to as the RFQ, the terms and conditions of which are incorporated herein by this reference). Whereas, the CONSULTANT submitted its qualifications based on the scope set forth in the RFQ and the OWNER deemed the CONSULTANT to possess the skills and responsibility to render the services (herein the CONSULTANTs Proposal, the terms and conditions of which are incorporated herein by this reference). Whereas, the OWNER intends to periodically implement specific designated projects in the disciplines shown on the cover page of this Agreement; and that any and all projects implemented under this Agreement shall be those having estimated construction costs and/or study fees not exceeding the monetary threshold amounts provided in 287.055(2)(g), Florida Statutes (2020). The CONSULTANT'S key personnel shall be as prescribed in the attached Exhibit A, which Exhibit A by reference and attachment hereto forms a part of this Agreement. The CONSULTANT shall not deviate from these key personnel without first obtaining the written consent of the OWNER. NOW THEREFORE, the OWNER and the CONSULTANT, for the considerations hereinafter set forth, agree as follows: ARTICLE 1 EXTENT OF AGREEMENT The CONSULTANT accepts the relationship of trust and confidence established between itself and the OWNER by this Agreement. The CONSULTANT covenants with the OWNER to demonstrate high performance in the industry to its best skill and judgment and to cooperate in furthering the interests of the OWNER. The CONSULTANT agrees to exceptional business administration and superintendence and use of the best efforts industry wide to complete the project in the best and soundest way and in the most expeditious and economical manner consistent with the interest of the OWNER. The CONSULTANT agrees to provide professional services for each specific designated project as hereinafter set forth when activated in writing by the OWNER. The CONSULTANTS contract documents for these services shall consist of this Agreement form and the OWNERs written Activation(s). This Agreement shall not be superseded by any provisions of the documents for construction and may be amended only by written instrument signed by both the OWNER and the CONSULTANT. This agreement shall remain in force for one year, or for a period that may reasonably be required to finish any projects activated prior to this date, including any extra work or extensions thereto. At the OWNER's option, this Agreement may be extended by one year, for a maximum of four (4) one (1) year extensions. This Agreement does not guarantee that any Project work shall be issued to the CONSULTANT by the OWNER. io Definitions: A. CONSULTANT'S contract documents - Shall consist of this Agreement form, the RFQ, the CONSULTANTs Proposal as provided in the original Request For Qualifications (RFQ), and written Activation(s) issued by the OWNER for specific designated project(s). Project(s) - Shall be the total work to be performed as outlined under this Agreement pursuant to the written Activations issued by the OWNER. The Project(s) consists of planning, design, construction, associated site work and code inspection to build the component parts of the project. Scope of Services - The CONSULTANT's Basic Services consist of those described in Article 3 as part of Basic Services, and include mechanical engineering services, as well as services of any specialty consultants included as part of the Project Team on the CONSULTANT'S Professional Qualification Supplement, when applicable. Contract Time The timeframe established by the individual Project Activation schedule, consisting of the time allocated to complete all Project work and include at a minimum the Start Date, Phase plans completion date (if applicable) and Final Completion Date. OWNER - The School Board of Duval County, Florida, acting through its superintendent or his/her designee, the Executive Director, Facilities, Engineering, Design and Construction. Contractor - A General Contractor or Construction Manager hired by the OWNER. OWNERs Representatives - The Project Manager, his/her supervisors or designees. Project Manager - The person designated by the OWNER to provide direct interface with the CONSULTANT with respect to the OWNER'S responsibilities. Code Inspections: The Office of Building Code Enforcement, The School Board of Duval County, Florida, 1701 Prudential Drive, Jacksonville, Florida, 32207, Telephone (904) 390-2150. The Office of Building Code Enforcement is responsible for code inspections on projects administered by the Owner. Estimate: The CONSULTANTs latest estimate of probable Project construction cost. Purchase Order - An accounting document generated by the OWNER provided to a contractor or vendor. The terms and conditions of the contract documents, except as expressly and clearly modified by the OWNER, shall be incorporated by reference in any purchase order. OWNERs Construction Budget: Owner's budgeted funds for design and construction of a Project per the Activation. OFEDC - Office of Facilities, Engineering, Design & Construction Activation - A written document issued by the OWNER to the CONSULTANT identifying the scope of services under this Agreement to be performed by the CONSULTANT for a specific designated project(s). Document will outline acceptance of scope, project construction budget, schedule, and other terms and fees associated with completion of the Project. Documents - Deliverables issued by the CONSULTANT to the OWNER that include, but not limited to: Studies, Phase I, II, 111 documents for the Permitting and Bidding Phases of the project, construction drawings, specifications, construction agreement forms, general conditions, special provisions and technical provisions, etc. ARTICLE 2 COMPENSATION The OWNER agrees to pay the CONSULTANT as compensation for its services for each specific designated project as hereinafter set forth in the written Activation from the OWNER. 2.1 For its Basic Services, the Lump Sum or Not-to-Exceed fee amount negotiated between the CONSULTANT and the OWNER for each activation for each specific designated project. 2.2 For Additional Services defined in Article 4 hereinafter to be paid as a Lump Sum or Not-to-Exceed fee amount prescribed in the authorization. 2.3 For Additional Services defined in Article 4 hereinafter, the OWNER may pay a multiplier of Actual Payroll Costs. The multiplier of 2.5 may be applied to the Actual Payroll Costs for those Additional Services defined in Article 4 hereinafter. Actual Payroll Costs shall be defined as the cost of salaries or wages paid directly to personnel engaged on the Project. The multiplier being applied to the actual payroll costs cover overhead, profit and fringe benefits such as, but not limited to, social security contributions, unemployment taxes, excise taxes, payroll taxes, worker's compensation, health and retirement benefits, bonuses, sick leave, vacation and holiday pay. The CONSULTANT shall provide payroll documentation to the OWNER to validate actual Payroll Costs. OWNER shall establish actual hourly rates and the multiplier not to exceed 2.5. 2.4 Reimburseable Expense as defined in Article 6 hereinafter to the amount expended, not exceeding the limits of 112.061 of the Florida Statutes. 2.5 In no event shall the compensation paid to CONSULTANT exceed the threshold amounts established by 287.055, Florida Statutes (2020). ARTICLE 3 CONSULTANT BASIC SERVICES THE CONSULTANT AGREES TO PROVIDE BASIC PROFESSIONAL SERVICES FOR EACH PROJECT AS HEREINAFTER SET FORTH and in accordance with the letter of Activation, and in accordance with the Minimum Technical Standards for surveys in the State of Florida. These services shall be provided as prescribed in the written Activation from the OWNER for each specific designated project. It is understood each Project may not require all of the services outlined in Article 3, and each Activation shall reflect only those services required by OWNER. 3.1 3.1.1 | The CONSULTANT shall consult with the OWNER to ascertain the requirements of the project. 3.1.2 The CONSULTANT shall prepare Phase I (Schematic Design Studies) leading to a recommended solution together with a general description of the project for approval by the OWNER, and the CONSULTANT shall submit to the OWNER, 6 hard (paper) copies and | electronic copy of the Phase I Documents and his Estimate of Probable Project Construction Cost based on current area, volume or other unit costs, and, if required by the OWNER, coordinate with the Contractor to provide the OWNER with review and comments on the Contractor's estimates, the guaranteed maximum price (GMP) or bid amount. 3.1.3. The CONSULTANT shall prepare from the approved Phase I (Schematic Design Studies), the Phase II (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 systems, and other such work as may be required. The CONSULTANT shall submit to the OWNER, six (6) hard (paper) copies and one (1) electronic copy of the Phase II Documents and his revised Estimate of Probable. Project Construction Cost based on current area, volume, or other unit costs, and, if required by the OWNER, coordinate with the Contractor to provide the OWNER with review and comments on the Contractor's estimates, the 3.2.2 3.2.3 3.2.4 3.2.5 3.2.6 guaranteed maximum price or bid amount. Phase III Construction Documents The CONSULTANT shall prepare, from the approved Phase II (Design Development Documents), Phase II (Contract Documents) consisting of Working Drawings and Specifications and setting forth in detail the work required for the mechanical service-connected equipment, and the necessary bidding information, General Conditions of the Contract and Supplementary General Conditions of the Contract, and shall assist in the drafting of Proposal and Contract Forms. The CONSULTANT shall submit to the OWNER, 6 hard (paper) copies and | electronic copy of the Phase ITI Documents and its further revised Estimate of Probable Project Construction Costs based on current area volume, or other unit costs, and, if required by the OWNER, coordinate with the Contractor to provide the OWNER with review and comments on the Contractor's estimates, the guaranteed maximum price (GMP) or bid amount. 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. , The CONSULTANT shall furnish six (6) 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 2 copies of the CADD Documents as described in Section 3.2.6 herein below. The CONSULTANT shall also provide the DOE Facilities Space Chart using the most current DOE Form OEF 208 and OEF 208A, which shall include the assigned FISH design codes numbers, the space FISH number, and the net square footage. It shall be the responsibility of the CONSULTANT to provide documents (Design Documents, Specifications, etc.) which conform to applicable State Requirements for Educational Facilities and Florida Building Code, zoning codes and generally accepted construction industry standards. The CONSULTANT shall signify its responsibility for the Contract documents prepared pursuant to this Agreement by affixing its 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 Chapter 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 Agreement 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. When the facility being designed under this Agreement meets the definition of a threshold building as defined in Chapter 533.71(7), Florida Statutes, the CONSULTANT must prepare and submit to the OWNERs Office of Building Code Enforcement, 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 and in accordance with Florida Building Codes. All building permitting and inspections must be issued and conducted by the OWNERs Office of Building Code Enforcement, 1701 Prudential Drive, 5" Floor, Jacksonville, Florida, 32207, Telephone (904) 390-2150. The CONSULTANT, whether utilizing a computer aided design and drafting application (CADD) or a manual design and drafting technique, shall provide the OWNER with one (1) set of electronic disk files at the conclusion of 100% Construction Documents defined in Section 3.2(1). Drawing files will be compatible with the latest Windows release of "AutoCad" in a .dwg file format and will contain all font, symbol, b-+lock and attribute files used to assemble the documents. Technical specifications shall be in a Microsoft Word or ASCII file format suitable for acceptable translation to Microsoft Word. Disk files shall be submitted with the contents of each disk appropriately labeled. Layering of drawing files will conform to the OWNERs Computer Aided Drafting and Design (CADD) Standards. The CONSULTANT shall also provide with the disk files a directory of the layers used and the identification of each layer. 3.3 3.3.2 3.3.3 3.3.4 Construction Phase - General Administration of Construction Contracts The CONSULTANT shall assist the OWNER in obtaining proposals from Contractors and in awarding construction contracts, and 1) Shall evaluate products equals at the request of the OWNER and make a recommendation on each in a timely manner. 2) Shall attend the prebid conference and bid openings. 3) Will assist the OWNER in evaluating all cost estimates, GMP's or all bids received and provide comment and recommendation to the OWNER. To the extent provided by the contract for this project between the OWNER and the Contractor, the CONSULTANT shall make decisions on all claims of the OWNER and Contractor and on all other matters relating to the execution and progress of the work or the interpretation of the Contract Documents. 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, prepare Change Orders and assemble written guarantees required of the Contractor. The CONSULTANT will make periodic visits to the site to familiarize itself generally 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 CONSULTANT will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the work; the CONSULTANT will not be responsible for the techniques or sequences of construction or the safety precautions incident thereto, and the CONSULTANT 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 the CONSULTANT'S 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 the CONSULTANT 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 approve Certificates for Payment in such amounts to the OWNER. The CONSULTANT shall review and forward all Certificates for Payment to the OWNER within OWNER established timeframes in order for the OWNER to provide payment to the Contractor within the timelines established by the Florida Prompt Payment Act. The CONSULTANTs failure to meet the deadlines for review and approval may subject the CONSULTANT for responsibility for all interest payments due the contractor due to late payment. 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 approving a Certificate for Payment, the CONSULTANT will also represent to the OWNER that, to the best of its knowledge, information and belief based on what its 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 approve a final Certificate of Payment. Upon completion of the Work, the CONSULTANT shall compile for and deliver to the Owner a reproducible set of Record Documents based upon the marked-up record drawings, addenda, change orders and other data furnished by the Contractor or other third parties. These Record Documents will show significant changes made during construction. ARTICLE 4 ADDITIONAL SERVICES OF THE CONSULTANT The following services may cause the extra expense. If any of these services are previously authorized in writing by the OWNER, they shall be paid for by the OWNER as a Lump Sum or Not to Exceed as prescribed in Section 2.2 above, or as prescribed in Section 2.3 above, whichever is specified in the authorization for Additional Services. 4.1 4.2 43 44 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. Making measured drawings of existing construction when required for planning additions or alterations thereto. Revising previously approved drawings or specifications to accomplish changes. Providing Detailed Cost Estimates. 4.5 4.6 47 48 49 4.10 4.11 4.12 4.13 5.1 5.2 5:3 5.4 5.5 When required by the OWNER, preparing documents for Alternate Bids and Change Orders, or for supplemental work initiated after commencement of the construction phase. 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 above as may be required in connections with the replacement of such work. Arranging for the work to proceed should the Contractor default due to delinquency or insolvency. Providing prolonged contract administration and observation of construction should the construction contract time be exceeded by more than twenty-five percent (25%) 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 Inspection. Revising the plans to show those changes made during the construction process, based on the marked up prints, drawings and other data furnished by the Contractor and which the CONSULTANT considers significant. 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. Making an inspection of the Project prior to expiration of the guarantee period and reporting observed discrepancies under guarantees provided by the construction contracts. Additional Services in connection with the Project not otherwise provided for in this Agreement. Furnishing and directing one or more Project Representatives (if more extensive representation at the site than called for in paragraph 3.3.3 above is required) with the understanding that the number, identity, salaries and length of service of such representatives shall be agreed to, in advance and in writing, 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. ARTICLE 5 OWNER'S RESPONSIBILITIES The OWNER shall provide information as to the requirements of the Project. The OWNER shall designate representatives authorized to act in its behalf. The OWNER shall examine documents submitted by the CONSULTANT and render decisions pertaining thereto promptly to avoid unreasonable delay in the progress of the CONSULTANT's work. The CONSULTANT shall observe the procedure of issuing orders to contractors only through the CONSULTANT. 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. The OWNER shall arrange and pay for such legal, auditing and insurance counseling services as may be required by the OWNER for the Project. If the OWNER or the CONSULTANT observes or otherwise becomes aware of any defects in the Project, they shall give prompt written notice thereof to each other and the Contractor. 5.6 6.1 6.2 Tl TAA TA2 72 8.1 8.2 8.3 8.4 If the Estimate of Probable Project Construction Cost or the Detailed Cost Estimate or the lowest bona fide proposal is in excess of any budget stated in the Activation, the OWNER may give written approval of an increase in the budget or the CONSULTANT shall cooperate in revising the project scope or quality, or both, to reduce the cost as required. ARTICLE 6 COST OF REPRODUCTION AND REIMBURSABLE EXPENSES The Cost of Reproduction for the documents called for in this agreement will be paid by the OWNER. The CONSULTANT shall deliver original documents to the OWNER's contract printing service. Reimbursable Expense includes actual expenditures, not exceeding the limits of 112.061 of the Florida Statutes, made by the CONSULTANT in the interest of the Project for the following incidental Expenses. All reimbursable expenses require previous written authorization from the OWNER. Examples of reimbursable expenses include: Expense of transportation and living of principals and employees when traveling in connection with services other than those defined in Article 3 above; and fees paid for securing approval of authorities having jurisdiction over the project; Overtime; and Fees of special consultants. ARTICLE 7 PROJECT CONSTRUCTION COST Project Construction Cost shall be based upon one of the following sources with precedence in the order listed: Lowest acceptable bona fide Contractor's proposal received for any or all portions of the project. Detailed Estimate of Project Construction Cost if authorized by the OWNER. The CONSULTANT latest Estimate of Probable Project Construction Cost based on current area, volume or other unit costs. When labor, material or service-connected equipment is furnished by the OWNER, the Project Construction Cost shall include costs therefore at current market cost. ARTICLE 8 STATEMENTS OF PROJECT COST 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. For this agreement the OWNER's Construction Budget will be the amount shown in the written Activation for each specific designated project. 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 herein are to be made on the basis of its experience and qualifications but the CONSULTANT does not guarantee the accuracy of its estimates of probable cost as compared to the Contractor's cost estimates, Guaranteed Maximum Price (GMP) or bids. However, the CONSULTANT shall conform to the following provisions in its attempt to keep the Project cost within the OWNER's Construction Budget. By fifty percent (50%) completion of the Construction Documents Phase, the CONSULTANT shall resolve with the OWNER any apparent discrepancy between its 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 for the purpose of providing a finished and acceptable facility within the OWNER's Construction Budget. Inability of the OWNER 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 its own cost and expense in accordance with the requirements of this Agreement until a contract can be awarded within the OWNER's Construction Budget. If the CONSULTANT advises the OWNER, in writing, before Construction Documents are fifty percent (50%) complete, 8.5 9:1 9.2 9.3 94 10.1 10.1.1 10.1.2 10.1.3 10.1.4 10.1.5 that in its 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 of 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 not being able 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 above. 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 its estimates in accordance with recognized published changes in construction costs. ARTICLE 9 PERIOD OF SERVICE The services called for in the Phase I services of this Agreement shall be completed and six (6) hard (paper) copies and one (1) electronic copy of the Phase I Design Studies Documents and Estimates of Probable Project Construction Costs submitted to the OWNER within the time established in each individual specific project Activation. Upon written authorization from the OWNER, the CONSULTANT shall proceed with the performance of the services called for in the Phase II of this Agreement, and shall submit six (6) hard (paper) copies and one (1) electronic copy of the Phase II Documents and revised Estimates of Probable Cost within the time established in each individual specific project Activation. After acceptance by the OWNER of the Phase II 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 Phase III of this Agreement, and shall submit six (6) hard (paper) copies and one (1) electronic copy of the Phase III Documents and further revised Estimates of Probable Project Construction Costs within the time established in each individual specific project Activation. Unless sooner terminated as provided in Article 12 hereinafter, this agreement shall remain in force from one (1) year from the date of this Agreement. At the OWNER's option, this Agreement may be renewed for an additional year, up to four (4) renewals. ARTICLE 10 PAYMENTS TO CONSULTANT Payments on account of the CONSULTANT's services shall be as follows: For its Basic Services, payments shall be made as prescribed in the written Activation for each specific designated project. Payments for Additional Services of the CONSULTANT as defined in Article 4 above as a Lump Sum shall be made as prescribed in the Authorization. Payments for Additional Services of the CONSULTANT's services as defined in Article 4 above and for Reimbursable Expense as defined in Article 6 above, shall be made monthly upon presentation of a detailed invoice and required documents as stated in the Activation. Forty (40) calendar days shall be allowed for the OWNER's inspection and approval of the goods and services for which any invoice has been submitted. No deduction shall be made from the CONSULTANT's compensation on account of penalty, liquidated damages, or other sums withheld from payments to contractors. 10.1.6 10.1.7 11.1 12.1 12.2 13.1 14.1 If any work designed or specified by the OWNER during any phase of service is abandoned or suspended in whole or in part, the CONSULTANT is to be paid for the service performed 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. The Owner will make payments in one of two methods either by direct check issuance or credit card (OWNERs e- payables/credit card program process). The CONSULTANT must elect which payment option it chooses to be paid at the beginning of the contract period. If direct check issuance is chosen, the CONSULTANT may elect the e- payable/credit card method at any time during the contract; however, once this option is elected, no further changes may be made unless approved by the Owner. At the Owners sole option, the Owner may change the direct check issuance to an Automated Clearing House (ACH) method of payment. Payment shall be made in accordance with the Florida Prompt Payment Act of the Florida Statutes. ARTICLE 11 CONSULTANT'S ACCOUNTING RECORDS Records of the CONSULTANT's Direct Personnel, Consultant(s) and Reimbursable Expenses pertaining to this project and records of accounts between the OWNER and Contractor shall be kept on a generally recognized accounting basis and shall be available to the OWNER or his/her authorized representative at mutually convenient times. The OWNER may obtain copies of any documents related to the project at any time. All documents shall be retained for at least 5 years after project completion, until the completion of negotiation and appeals, whichever is later. ARTICLE 12 TERMINATION OF AGREEMENT This Agreement may be terminated upon seven (7) calendar days' notice after a failure to cure, should one party fail substantially to perform in accordance with its terms through no fault of the other. Also, this Agreement may be unilaterally terminated by the OWNER for refusal by the CONSULTANT to allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, Florida Statutes, and made or received by the CONSULTANT in conjunction with this Agreement. In the event of termination, due to the fault of others, the CONSULTANT shall be paid for services performed to termination date, including reimbursements less any sums that may reasonably be estimated as actual or potential damage or loss to the OWNER. Termination For Convenience This Agreement or Activations may be terminated by the OWNER in whole, or from time to time in part, whenever the OWNER shall determine that such termination is in the best interest of the OWNER. Upon termination, the CONSULTANT shall be entitled to payment for work completed to the time of termination, only. The percentage of completion shall be determined by the OWNER, based upon the work completed. In the event there is no Project or Activation, the OWNER may terminate this Agreement at no cost to OWNER. ARTICLE 13 REUSE OF DOCUMENTS Drawings and technical specifications furnished to the OWNER by the CONSULTANT as described in the Agreement shall become the property of the OWNER, but shall not be used in whole by the OWNER without notification to the CONSULTANT. The OWNER reserves the right to use the drawings and technical specifications furnished under this Agreement in part and at no cost to the OWNER. In the event that the OWNER uses the drawings and technical specifications for use on another site the CONSULTANT or his/her successors shall be reasonably compensated by the OWNER for adapting the drawings and technical specifications and contract administration if required by the OWNER. ARTICLE 14 SUCCESSORS AND ASSIGNS The OWNER and the CONSULTANT each binds himself, its partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party in respect 10 15.1 15.1.1 15.2 16.1 16.2 16.3 16.4 16.5 of all covenants of this Agreement. Neither the OWNER nor the CONSULTANT shall assign, sublet or transfer its interest in this Agreement without the written consent of the other. ARTICLE 15 CLAIMS AND DISPUTES Under the terms of this Agreement the CONSULTANT shall not have any right to compensation other than, or in addition to, that provided by this Agreement to satisfy any claim of any kind whatsoever unless the claim therefore is delivered to the OWNER within ten (10) calendar days from the date of which the act or event constituting the basis of such claim occurs. Failure to present any claim arising under this contract within the ten (10) calendar-day time period specified above shall constitute waiver and abandonment of claimant's claim. All such claims shall set forth in a petition addressed to the OWNER stating: A. The CONSULTANT's name and business address; B. Aconcise statement of the ultimate facts, including a statement of all disputed issues of material fact, upon which the claim is based; C. A concise statement of the provisions of the contract, together with any federal, state and local laws, ordinances or code requirements or customary practices and usage in the trade or profession asserted to be applicable to the questions presented by the claim; and D. A demand for that specific relief to which the CONSULTANT deems himself entitled. E. Acopy ofall documentation supporting any claim for damages or extra compensation. Within thirty (30) calendar days from the receipt of any petition setting forth the claim, the OWNER shall provide the CONSULTANT its written response stating the OWNERs position with respect to each claim asserted. Thereafter, should any claim not be reimbursed, upon written notice from the claimant, the OWNER shall convene a proceeding pursuant to the procedures of the OFEDC and shall thereafter enter a final written decision. The venue for all actions against the OWNER shall be exclusively in Duval County, Florida. ARTICLE 16 SPECIAL PROVISIONS The CONSULTANT must use the latest edition of the Design Guidelines and Professional Services Guide provided by OFEDC. It is furnished to assist the CONSULTANT in the performance of its services under this Agreement. Since this document is merely a guide, the CONSULTANT must discuss the specific requirements of this project with the OWNER's Project Manager and utilize only those portions of this document that apply. The CONSULTANT should request the latest edition of the Guide for Professional Services and the Project Manager will provide a copy. It shall be the responsibility of the CONSULTANT to fully inform the OWNER of the progress of the Planning and Design. To this end, the CONSULTANT shall furnish the OWNER with a complete and descriptive status report and a forecasted completion schedule at the end of each month following the receipt of the signed contract documents. The CONSULTANT shall furnish these reports until a contract award is made for construction at which time the reports described in Section 16.3 shall be furnished. In addition to the requirements set forth in Section 3.3.3, the CONSULTANT shall complete a monthly Construction Report each and every month based on knowledge obtained through observation of the construction work. The CONSULTANT shall submit this report to OFEDC, Executive Director, on or before the first day of each month. The CONSULTANT shall take minutes of all meetings held with the OWNER and shall provide copies of the same to the OWNER within ten (10) calendar days following such meetings. Prohibition Against Contingent Fees The CONSULTANT warrants that the CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for the engineering firm to solicit or secure this agreement and that the 11 16.6 16.7 16.8 16.9 16.10 CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm other than a bona fide employee working solely for the engineering firm any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the OWNER shall have the right to terminate this Agreement without liability and, at its discretion, to deduct from the Basic Services Compensation shown in Section 2.1 above, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. Invoices for fees or other compensation for services or expenses shall be submitted in detail sufficient for a proper preaudit and postaudit thereof. The CONSULTANT will maintain on a current basis all project files and records. The project records shall be available at all times to the OWNER for reference, review or copying. By execution of this Agreement, the CONSULTANT certifies that the wage rates specified in Exhibit A, and other factual unit costs supporting the Basic Services compensation specified in Section 2.1 above are accurate, complete and current at the time of negotiations for this Agreement; and that any wage rates or other factual unit costs furnished the OWNER in the future to support additional service proposals will also be accurate, complete and current at the time of submitting such proposals. The CONSULTANT agrees that the Basic Services Compensation and any authorized additional service compensation shall be adjusted to exclude any significant sums by which the OWNER determines such compensations were increased due to inaccurate, incomplete or noncurrent wage rates and other factual unit costs. The OWNER and the CONSULTANT agree that all such adjustments in compensation shall be made within one year following completion of the services covered by this Agreement. CONSULTANT's Payment Rights CONSULTANT providing goods and services to the OWNER should be aware of the following time frames. Upon receipt, the OWNER has forty (40) calendar days to inspect and approve the goods and services (see Section 10.1.4 above). Invoices that have to be returned to the CONSULTANT because of CONSULTANT preparation errors will result in a delay in the payment. The invoice payment requirements do not start until a properly completed invoice is provided to the OWNER. Public Entity Crime Information Statement "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods and services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." Verification of Employment Eligibilit 16.10.1 The OWNER shall consider the employment by any contractor of unauthorized aliens a violation of Section 274A (e) of 16.11 16.12 16.13 the Immigration and Nationalization Act. Such violation shall be cause for unilateral cancellation of this contract. Electronic Mail Capabilities The CONSULTANT must have electronic mail capabilities through the World Wide Web. It is the intention of the OWNER to use electronic communication whenever possible for all projects. When possible, plans and specifications for review purposes will also be transmitted electronically to the OFEDC. The CONSULTANT will provide its electronic mail address and a name of a point of contact for electronic communications. The CONSULTANT shall comply with, and be responsible for all costs associated thereto, all Federal, State and Local Laws. The CONSULTANT and all subconsultants/subcontractors must comply with the Jessica Lunsford Act effective 12 16.14 16.15 16.16 16.17 16.18 16.19 17.1 18.1 18.2 September |, 2005. The Act states that contractual personnel who are permitted access on school grounds when students are present or who have direct contract with students must meet Level 2 requirements as described in Section 1012.32, F.S. Contractual personnel shall include any vendor, individual, or entity performing services on an OWNER site where students are present. Litigation Support -CONSULTANT shall serve as the OWNERs consultant during any claim or litigation involving other parties upon request of the OWNER. OWNER shall notify CONSULTANT in writing of this service. Non-Conflict Counsel for the OWNER and CONSULTANT may participate in various stages of discussions during the negotiation of contract(s), claims by the parties or third parties and it is agreed by both the CONSULTANT and OWNER such that they waive any conflict, so as not to exclude representation by either party of its counsel. In order to advance and facilitate any litigation effort, OWNER and CONSULTANT shall execute a joint confidentiality agreement in a form mutually agreeable. Indemnification Rider In consideration of Ten Dollars ($10) receipt and sufficiency of which is hereby acknowledged by the CONSULTANT, the CONSULTANT shall hold harmless and indemnify the OWNER, its directors, officers, employees, representatives, agents and elected officials against any claim, action, loss, damage, injury, liability, cost and expense of whatsoever kind or nature including, but not by way of limitation, attorneys fees or court costs arising out of injury (whether mental or corporeal) to persons, including death or damage to property, arising out of or incidental to any negligent act or omission of the CONSULTANT, its subcontractors, officers, employees, agents or assigns, in providing the services and work specified in the contract to be entered into pursuant to this solicitation. The CONSULTANT shall indemnify and be liable to the OWNER for all claims that may arise from its performance pursuant to this contract. The CONSULTANT shall the types and coverages of insurance as set forth in the RFQ. CONSULTANT shall indemnify and hold harmless the OWNER for any claim matter that arises from the CONSULTANT alleged breach of contract with OWNER. ARTICLE 17 OFFICE OF ECONOMIC OPPORTUNITY (OEO) PARTICIPATION The CONSULTANT shall comply with t...