PURCHASING DEPARTMENT
NEW PORT
TELEPHONE: (727) 847-8194
FACSIMILE: (727) 847-8065
www.PascoCountyFL.net
RFQ NO. 06-191
PROFESSIONAL CONSULTING SERVICES FOR THE DESIGN AND
PERMITTING OF VARIOUS STORMWATER INFRASTRUCTURE IMPROVEMENTS IN THE DUCK SLOUGH
WATERSHED
The Pasco County Board of
The Pasco
County Purchasing Department will receive responses until 2:00 p.m., local
time, (our clock) on OCTOBER 31, 2006, in the Pasco County
Purchasing Department, 8919 Government Drive, New Port Richey, Florida. Responses received after this time will not
be accepted. Responses will be publicly
opened at the above stated time and date, with only the names of the offerors
submitting responses being read. All
interested parties are invited to attend. Offerors shall submit six (6)
response copies. Each response copy
shall be bound in a single volume.
Questions
concerning the scope of work, response submittal, or process should be
directed, in writing, to the Purchasing Director, Scott Stromer. Questions may be faxed to (727) 847-8065.
Copies of
the complete RFQ document may be obtained from the Purchasing Department or at www.pascocountyfl.net
at no cost. The County is not
responsible for expenses incurred in prior to award by the Board of County
Commissioners.
We look
forward to receiving your response.
Scott
Stromer
Purchasing
Director
IMPORTANT! - PLEASE READ CAREFULLY BEFORE RESPONDING
GENERAL
PROVISIONS
ACKNOWLEDGMENT
OF AMENDMENTS
Offerors
shall acknowledge receipt of any amendment to the solicitation by letter, by
returning a copy of the issued amendment with the submittal, or notation on the
submitted response. The acknowledgment
must be received by
ADDITIONAL
INFORMATION
Questions
concerning this request must be submitted in writing to Scott P. Stromer,
Purchasing Director, Pasco County Purchasing Department; 8919 Government Drive;
New Port Richey, Florida 34654; fax machine number (727) 847-8065. Offerors are cautioned that any statements
made by individuals, or employees of
ASSIGNMENT
The contractor shall not assign, transfer, convey, sublet,
or otherwise dispose of any award or any or all of its rights, title, or
interest therein, or delegate the duties hereunder without the prior written
consent of
APPLICABLE LAW
The resulting contract shall be governed in all respects by
the laws of the State of
CANCELATION
CONFLICT OF INTEREST
The contractor, by responding to this request, certifies
that to the best of his/her knowledge or belief, no elected/appointed official
or employee of the County is financially interested, directly or indirectly, in
the offer of services specified in this request. Furthermore, as part of the resulting
contract, the contractor must warrant that its firm will not engage in providing
consulting or other services to any private entity regarding any property
within the defined geographic area during the term of the resulting contract.
CONTRACT
TERM AND REQUIREMENTS
It is the
County’s intent to develop an agreement for the services specified herein,
contingent upon the appropriation of funds.
The contents of the response submitted by the successful firm, with any
amendments or subsequent revisions, will become part of the resulting
contract. A copy of the County’s
standard consulting agreement is attached.
COPYRIGHT
The successful contractor shall irrevocably transfer,
assign, set over, and convey to
DEBARMENT
By
submitting a response, the offeror certifies that it is not currently debarred
from submitting proposals for contracts issued by any political subdivision or
agency of the State of Florida and that it is not an agent of a person or
entity that is currently debarred from submitting proposals for contracts
issued by any subdivision or agency of the State of Florida.
EXPENSES
INCURRED IN PREPARING RESPONSE
FAILURE TO DELIVER
In the event of failure of the contractor to deliver the
services in accordance with the contract terms and conditions agreed upon,
NONAPPROPRIATION
All funds for payment by
NONCONFORMING
TERMS AND CONDITIONS
A response
that includes terms and conditions that do not conform to the terms and
conditions in the RFQ document is subject to rejection as nonresponsive.
INFORMALITIES
AND IRREGULARITIES
The Pasco
County Board of Commissioners reserves the right to reject any or all responses
in whole or in part; or accept any response which is deemed most advantageous
and in the best interest of
PRINCIPAL
PERSONNEL
Principal or key personnel
identified in the response may not be substituted without prior written
approval of
PROCUREMENT REGULATIONS
A copy of the Pasco County Procurement Ordinance is
available for review at the County Purchasing Department,
ENVELOPES
CONTAINING RESPONSES
Envelopes
containing responses must be sealed and marked in the lower left hand corner
with the request number, and date and hour of opening. Failure to do so may cause the offeror’s
response not to be considered. Express
Company, or Express Mail envelopes containing a sealed response shall also be
sealed and marked in the lower left hand corner with the request number, and
date and hour of opening.
PUBLIC INFORMATION
Upon public opening of all responses presented to
RECOVERY OF MONEY
Whenever, under the contract, any sum of money shall be
recoverable from or payable by the contractor to
VERBAL
COMMUNICATIONS
No oral statement of any person shall modify or otherwise
affect the terms, conditions, requirements, or scope of work specified
herein. All modifications must be made
in writing by
RESERVATION
OF RIGHTS
Pasco County may (1) amend or modify
this RFQ, (2) revise requirements of this RFQ, (3) require supplemental
statements or information from any firm, (4) accept or reject any or all
responses, (5) extend the deadline for submission of responses, (6) negotiate
or hold discussions with any offeror and to waive defects and allow corrections
of deficient responses which do not completely conform to the instructions
contained herein, and (7) cancel this RFQ, in whole or in part, if Pasco County
deems it in its best interest to do so.
RIGHT TO AUDIT
The contractor shall maintain such financial records and
other records as they relate to the purchase of goods and/or services by
UNSATISFACTORY WORK
If, at any time during the contract term, the service
performed or work done by the contractor is considered by Pasco County to
create a condition that threatens the health, safety, or welfare of the
community, the contractor shall, on being notified by Pasco County, immediately
correct such deficient service or work.
In the event the contractor fails, after notice, to correct the
deficient service or work immediately,
RESPONSE
RECEIPT AND OPENING
END OF GENERAL
PROVISIONS
STATEMENT
OF WORK
1. Introduction
To be
considered for this project, firms must show successful experience with complex
stormwater modeling, design and permitting of complex and controversial
projects involving wetlands and residential areas. Additionally, responding professionals must
have demonstrated and documented successful experience in large watershed wide
modeling and BMP analysis and implementation.
The
Duck Slough watershed is an approximately fourteen (14) square mile
subwatershed in the greater Pinellas Anclote River Watershed. A small portion of the watershed is also located
in the southwestern portion of the Brooker Creek Watershed.
A
Stormwater Management Master Plan (SWMMP) has been completed for the watershed
and approximately fourteen (14) Best Management Practices (BMP) have been
identified. Task Orders may be
individually issued or issued in groups for each of the BMPs for design and
permitting services.
2. Scope
of Services
The Pasco
County Board of
The
selected professional will perform services on an individual task order basis
for each BMP. The BMPs are intimately
connected, hydraulically; therefore,
END OF STATEMENT OF
WORK
RESPONSE FORMAT
Offerors
shall present their responses to the Request for Qualifications in the manner
and format listed below, identifying each response by its respective tab
numeral.
Tab Item
I Management summary. The offeror shall provide a cover letter
indicating the underlying philosophy of the firm in providing the service. Offeror shall also provide a comprehensive
organizational chart. The cover letter and organizational chart
shall be limited to one (1) page each.
II Understanding of Services. Describe, generally, how the subject services
will be provided. Offerors should, concisely,
relate their respective experience to each criterion in REVIEW AND ASSESSMENT
(Page 7). This item shall be limited to no more than ten (10) pages
III Qualifications. The offeror shall attach current and
completed copies of SF 254, and SF 255, or SF 330 for the specified
services. This documentation shall
provide a list and brief description of similar work and contact
information for each project owner.
END OF
RESPONSE FORMAT
REVIEW AND ASSESSMENT
Professional
firms will be evaluated on the following criteria. Firms submitting a response to the RFQ may be
required to give an oral presentation to County representatives. Engagement staff must be present at the
oral presentation. The County’s
request for an oral presentation shall in no way constitute acceptance of a
proposal or imply that an agreement is pending.
The County reserves the right to award the opportunity to provide the
services specified herein based on initial response submissions without oral
presentations.
1. Qualifications and experience of the
firm and assigned staff members including, but not limited to, experience in
complex stormwater modeling on a watershed wide scale, and design and
permitting work identified in the Statement of Work.
2. Understanding of the required services
and service delivery methodology.
3. The
degree of completeness of response in accordance with the RFQ and Response
Format.
The
offeror may be required before the award of any contract to show to the
complete satisfaction of
1. The
ability, capacity, skill, and financial resources to perform the work or
provide the service required;
2. The
ability of the offeror and assigned personnel to perform the work or provide
the service promptly or within the time specified, without delay or
interference;
3. The
character, integrity, reputation, judgment, experience, and efficiency of the
offeror; and
4. The
quality of performance of previous contracts or services.
END OF
REVIEW AND ASSESSMENT
THE FOLLOWING STANDARD AGREEMENT WILL BE USED TO SECURE
THE SERVICES, WHICH ARE SPECIFIED HEREIN.
THIS AGREEMENT by and
between PASCO COUNTY, FLORIDA, a political subdivision of the State of Florida,
acting by and through its Board of County Commissioners (hereinafter referred
to as ‘COUNTY”), and _______________________________ , a_______________ , whose
address is ____________________________________________________ (hereinafter
referred to as "CONSULTANT").
WHEREAS,
the COUNTY desires _______________ services in connection with the COUNTY'S
________________; and
WHEREAS,
CONSULTANT desires to render certain services as described in specific Task
Orders that will be separately executed, entitled the Scope of Services, and
the CONSULTANT hereby certifies it has the qualifications, experience, staff,
and resources to perform those services; and
NOW, THEREFORE, in
consideration of the mutual covenants and agreements hereinafter contained, the
parties hereto agree as follows:
SECTION 1. SCOPE OF SERVICES.
In accordance with the
services described under separately issued Task Orders, CONSULTANT shall
provide environmental, consulting, and technical services in connection with
the COUNTY'S Duck Slough Watershed Management Program.
SECTION 2. COUNTY'S RESPONSIBILITY.
Except as provided in
Section 1, the COUNTY'S responsibilities are as follows:
A. To provide, within a reasonable time
from request of CONSULTANT, existing data, plans, reports, and other
information in the COUNTY'S possession or under the COUNTY'S control which are
necessary for the performance of the duties of CONSULTANT in the Scope of
Services, and to provide full information regarding requirements of the Scope
of Services, including objectives, budget constraints, criteria, and other
requirements that exist at the time of signing of this agreement or which may
develop during the performance of this agreement.
B. To give prompt written notice to
CONSULTANT if the COUNTY observes or otherwise becomes aware of any fault or
defect in the Scope of Services or non-conformance with the documents which
comprise this agreement.
C. The COUNTY hereby designates the
SECTION 3. TERM.
Except as otherwise
specified herein, the Agreement shall remain in full force and effect from the
effective date of this Agreement until terminated as provided in this
Agreement. The effective date for this
Agreement shall be defined as the day and year this Agreement is executed by
the COUNTY.
In the event that a
properly executed TASK ORDER initiated within the initial term of the Agreement
requires or expressly permits work to be performed by the CONSULTANT after
termination of this Agreement, such TASK ORDER shall automatically extend the
effective period of the Agreement to coincide with the completion date
delineated in said TASK ORDER.
SECTION 4. COMPENSATION.
Compensation for the
Scope of Services performed by CONSULTANT shall be payable as follows:
A. LUMP SUM METHOD. The COUNTY will pay an established fixed
price amount for an executed Task Order as a Lump Sum. The Lump Sum compensation amount will be
established based on the Direct Salaries costs for work performed on an
executed Task Order in accordance with the rates established in each executed
Task Order. A schedule for disbursement
of the established Lump Sum compensation amount shall be delineated in the
executed Task Order. The Lump Sum
compensation method shall anticipate that all costs for the services required
are known and that no modifications to the established Lump Sum amount will be
necessary or allowed. The established
Lump Sum amount shall include all of the CONSULTANT'S fees and costs, including
but not limited to Direct Salaries, overhead, operating margin, Reimbursable
Expenses, and SUBCONSULTANT charges.
B. INVOICES. Not more than one time each month during the
effective period of this agreement, the CONSULTANT shall prepare and submit
separate invoices for services rendered under each task order under this
agreement to the COUNTY for its approval.
Invoices for services shall be paid in accordance with the Florida
Prompt Payment Act. All invoices shall
be accompanied by a report identifying the nature and progress of the work
performed during the invoice period and a percentage of completion estimate. Invoice amounts shall be based on and relate to
the percentage of completion estimate.
The COUNTY shall promptly notify CONSULTANT if any invoice or report is
found to be unacceptable and will specify the reasons therefore.
SECTION 5. TASK ORDERS.
For each task of a
specific project, the COUNTY shall provide to the CONSULTANT a detailed
description of the services to be performed, the method of payment to be
utilized in accordance with Section 4 herein, and the time and cost limitations
for such task, if appropriate. The
CONSULTANT shall respond in writing to such detailed description by describing
the proposed scope of work, staffing, schedule, total compensation, and the
number and type of deliverables that are required to complete the described
services. If the response from the
CONSULTANT is acceptable, the COUNTY may issue a task order to the CONSULTANT
containing the agreed upon scope of work, staffing, schedule, time of
performance, total compensation, method of payment, and deliverables. Each task order shall be numbered
consecutively and shall reference this agreement. In the event of any conflict, the provisions
of this agreement will control over conflicting provisions of any Task
Order. Each Task Order, after execution
by the Board of County Commissioners, shall become a supplement to and a part
of this agreement.
SECTION 6. REPORTS AND REVIEWS.
A. The COUNTY may at any time require the
CONSULTANT to report in writing in a format approved by the COUNTY on the
status and overall progress of the work with a projection as to whether
deliverables will be on time and within budget.
In addition, the COUNTY may require the CONSULTANT to provide an overall
percentage of completion estimate; if behind in schedule, a proposed recovery
plan; list of problems and anticipate problems; corrective action planned or
needed; outline of proposed activities during the coming reporting period; and
any other reasonable information covering the CONSULTANT'S performance
hereunder.
B. The COUNTY will monitor the
CONSULTANT'S work product for compliance with project standards and criteria
and may make comments and recommendations to the CONSULTANT regarding the
work. However, any such monitoring or
comments and recommendations by the COUNTY, or absence thereof, shall not
relieve the CONSULTANT of any of its obligations under this agreement. The CONSULTANT retains sole authority and
responsibility for the adequacy and accuracy of its CONSULTANT services in
accordance with generally accepted practices.
SECTION 7. DOCUMENTS.
The documents which
comprise this Agreement between the COUNTY and the CONSULTANT consists of the
following:
A. This Agreement.
B. Any written amendments, modifications
or Addenda to this Agreement.
C. Any task orders issued pursuant to this
Agreement and executed by the Board of County Commissioners.
SECTION
8. COMPLIANCE WITH LAWS AND
REGULATIONS.
The
CONSULTANT shall observe and comply with all applicable federal and state
laws, COUNTY and municipal ordinances,
and the rules and regulations of all authorities having jurisdiction over any
project or work performed pursuant to this Agreement. All applicable federal, state, and local laws
and ordinances are deemed to be included in this Agreement the same as though
herein written out in full.
SECTION
9. PROHIBITION AGAINST CONTINGENCY
FEES.
In
accordance with the provisions of Section 287.055 of the Florida Statues, the
CONSULTANT warrants that it has not employed or retained any company or person,
other than a bona fide employee working solely for CONSULTANT to solicit or
secure this Agreement and that CONSULTANT has not paid or agreed to pay any
person, company, corporation, individual or firm, other than a bona fide
employee working solely for CONSULTANT, any fee, commission, percentage, gift
or any other consideration contingent upon or resulting from the award or
making of this Agreement. For the breach
or violation of this provision, the COUNTY shall have the right to terminate
this Agreement without liability, and at its discretion, to deduct from the
contract price, or otherwise recover, the full amount of such fee, commission,
percentage, gift or consideration.
SECTION 10. TRUTH-IN-NEGOTIATIONS/PUBLIC
ENTITY CRIMES AFFIDAVIT.
CONSULTANT
certifies that wage rates and other factual unit costs supporting the compensation
are accurate, complete, and current at the time of contracting. The original contract price and any additions
thereto shall be adjusted to exclude any significant sums by which the COUNTY
determines the contract price was increased due to inaccurate, incomplete, or
non-current wage rates and other factual unit costs. CONSULTANT represents that it has furnished a
Public Entity Crimes Affidavit pursuant to Section 287.113, Florida Statutes.
SECTION
11. SUBCONSULTANTS.
A. CONSULTANT shall maintain an adequate
and competent staff licensed within the State of
B. Approval by the
COUNTY of any subcontract of any work shall not relieve the CONSULTANT of any
responsibility for, or liability in connection with fulfillment of its
obligations under this Agreement.
SECTION
12. RETENTION OF DOCUMENTS.
A. All documents prepared or obtained
under this agreement are on the property of the COUNTY without restriction or
limitation on their use and shall be made available upon request to the COUNTY
at any time.
B. Said records and documentation shall be
retained by the CONSULTANT and made available to the COUNTY for a minimum of
five (5) years from the date of completion of the work. The COUNTY shall have the right to audit,
inspect, and copy all such records and documentation as often as the COUNTY
deems necessary during the term of this agreement and during the above
referenced five (5) year period at actual costs; provided, however, such
activity shall be conducted only during normal business hours. If agreed to by the parties, the CONSULTANT
shall retain records and supporting documentation until further notified.
SECTION
13. CONFLICTS OF INTEREST.
The
CONSULTANT represents that it presently has no interest, either direct or
indirect, that may or could conflict in any manner with the performance of
services required by this Agreement which interest has not been disclosed to
the COUNTY in writing. The CONSULTANT
expressly agrees that, throughout the Effective Period, it shall not acquire an
interest, either direct or indirect, which would conflict in any manner with
the performance of services required by this Agreement or which would conflict
with any interest of the COUNTY. If the
CONSULTANT is about to engage in representing another client whom it in good
faith believes could result in a conflict of interest with the work being
performed by the CONSULTANT pursuant to this Agreement, then the CONSULTANT
shall promptly bring such potential conflict of interest to the COUNTY'S
attention, in writing. If the COUNTY
determines that a conflict of interest exists, the CONSULTANT shall decline the
representation upon the COUNTY'S written notice. In the event the CONSULTANT fails to advise
or notify the COUNTY of representation which could, or does, result in a
conflict of interest, or should the CONSULTANT fail to decline such representation
upon the COUNTY'S written notice, the COUNTY may, in its sole discretion,
terminate this Agreement in accordance with the provisions of Section 16 below.
SECTION
14. TIMELY PERFORMANCE OF SERVICES.
A. The
CONSULTANT acknowledges that time is of the essence with respect to its performance
under this Agreement. The COUNTY may
suffer damages in the event that the CONSULTANT does not accomplish and
complete the required and authorized professional services in a timely manner. Based on the available documents, timetables,
construction projections, and duration of this Agreement, the CONSULTANT
represents that the CONSULTANT has no internal scheduling conflict and that the
CONSULTANT will avoid any internal scheduling conflict in the future which
might in any way affect the CONSULTANTS timely performance of this Agreement.
B. The
CONSULTANT expressly agrees to employ, engage, retain and/or assign an adequate
number of personnel throughout the Effective Period of this Agreement so that
all services and/or work performed hereunder will be provided and completed in
a timely and diligent manner without interruption or delay.
C. Should the
CONSULTANT be obstructed or delayed in the prosecution or completion of its
services as a result of unforeseeable causes beyond the control of the CONSULTANT,
and not due to its own fault or neglect, including but not restricted to acts
of God or of public enemy, acts of government or of COUNTY including any of its
agents or employees, fires, floods, epidemics, quarantine regulations, strikes
or lockouts, then the CONSULTANT shall notify the COUNTY in writing within ten
(10) calendar days after commencement of such delay, stating the cause or
causes thereof, or shall be deemed to have waived any right which the
CONSULTANT may have had to request an extension to the time specified in this
Agreement.
D. No interruption, interference,
inefficiency, suspension or delay in the commencement or progress of the CONSULTANT'S services for any
cause whatsoever, including those for which the COUNTY, including any of its
agents or employees, may be responsible in whole or in part, shall relieve the
CONSULTANT of its duty to perform or give rise to any right to damages or
additional compensation from the COUNTY.
The CONSULTANT'S sole remedy against the COUNTY in the event of such
interruption, interference, inefficiency, suspension or delay in the
commencement or progress of such services shall be the right to seek an
extension to the time stated in this agreement.
However, such extension shall not operate as a waiver of any other
rights of the COUNTY. This section shall
expressly apply to claims for early completion, as well as claims based on late
completion.
SECTION
15. INSURANCE.
A. The CONSULTANT shall not commence any
work pursuant to this agreement until satisfactory proof of all insurance
required hereunder has been provided to and approved by the COUNTY. It shall be the responsibility of the
CONSULTANT to ensure that all subconsultants performing services pursuant to
this agreement comply with the insurance requirements of this provision. The CONSULTANT shall furnish to the COUNTY
certificate(s) of insurance in the form required by COUNTY and, if requested by
the COUNTY, CONSULTANT shall provide certified copies of all required insurance
policies. The certificate(s) of
insurance shall clearly indicate that the CONSULTANT has obtained insurance of
the type, amount, and classification required for strict compliance with this
agreement and that no reduction in coverage or in limits, suspension, or cancellation
of the insurance shall be effective without thirty (30) days prior written
notice to the COUNTY. All certificate(s)
of insurance shall be signed by a person authorized by that insurer to bind
coverage on its behalf. Each insurance
policy required by this agreement shall be endorsed to state that coverage
shall not be suspended, voided, cancelled, reduced in coverage or in limits,
except after thirty (30) days prior written notice by certified mail (return
receipt requested) has been given to the COUNTY to the attention of the Pasco
County Risk Manager, West Pasco Government Center, 7530 Little Road, New Port
Richey, Florida 34654. In the event any
insurance coverage expires prior to the expiration of this agreement, a renewal
certificate shall be issued thirty (30) days prior to said expiration. Compliance with the foregoing requirements
shall not relieve the CONSULTANT of any liability and/or other obligations
pursuant to this agreement. Neither
approval by the COUNTY, nor a failure to disapprove insurance certificates or
policies furnished by the CONSULTANT, shall release the CONSULTANT from full
responsibility of all liability or its obligations under this agreement.
B. All insurance policies shall be issued
by responsible companies authorized to do business under the laws of the State
of
a. Workers' Compensation and Employer's
Liability:
Coverage
shall be for the statutory limits in compliance with the applicable State and
Federal laws. The policy must include
employer's liability with a limit of $100,000.00 each accident. The insurer shall agree to waive all rights
of subrogation against the COUNTY, its officials, agents, and employees. In case any employee is engaged in any
hazardous work pursuant to this agreement and is not protected under the
Workers' Compensation statute, the CONSULTANT and any subconsultants shall
provide for adequate insurance coverage to protect these employees.
b. Comprehensive General Liability:
Comprehensive
general liability shall include premises and/or operations, products and/or
competed operations, broad form property damage, xcu coverage, independent
contractors, and contractual liability, and shall be written on an
"occurrence basis."
Bodily injury and personal injury, including death:
$1,000,000.00
each person
$3,000,000.00
aggregate
Property
damage:
$1,000,000.00
each occurrence
$3,000,000.00
aggregate
c. Comprehensive Automobile Liability:
Comprehensive
automobile liability shall included owned vehicles, hired, and non owned
vehicles, and employees' non ownership.
Bodily
injury and personal injury, including death:
$1,000,000.00
combined single limit
Property
damage:
$1,000,000.00
combined single limit
d. Errors and Omissions Liability:
$1,000,000.00
aggregate
. CONSULTANT
shall maintain during the term of this agreement standard professional
liability insurance in the minimum amount of $1,000,000.00 per occurrence.
SPECIAL
INTRUSION. Occurrence for professional
liability insurance is highly preferred, however, in the event CONSULTANT is
only able to secure claims-made professional liability insurance, special
conditions apply. All certificates of
insurance must clearly indicate whether the coverage is on a claims-made basis. Should coverage be afforded on a claims-made
basis, CONSULTANT shall be obligated by virtue of this agreement to maintain
insurance coverage in effect with no less than limits of liability nor any more
restrictive terms and conditions for a period of five (5) years from the date
of this agreement.
SECTION
16. TERMINATION OF AGREEMENT BY THE
COUNTY.
This
Agreement may be terminated by the COUNTY, with or without cause, upon ten (10)
days written notice. If this Agreement
is so terminated, CONSULTANT shall be paid for all work performed, and accepted
by the COUNTY pursuant to the terms and conditions of this Agreement, up to the
date of termination. Upon termination of
this Agreement by the COUNTY, CONSULTANT shall promptly deliver to the COUNTY copies
of all then completed deliverable items and all plans, reports, studies,
calculations, maps, graphics, and other documents that directly support the
deliveries prepared by CONSULTANT.
SECTION
17. CONTROLLING LAW.
This
Agreement is to be governed by the laws of the state of
SECTION
18. SUCCESSORS AND ASSIGNS.
The
COUNTY and CONSULTANT respectively, bind themselves, their 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
with respect to all covenants of this Agreement. Neither the COUNTY nor the CONSULTANT shall assign
or transfer any interest in this Agreement without the written consent of the
other.
SECTION
19. EXTENT OF AGREEMENT.
A. This Agreement represents the entire
and integrated agreement between the COUNTY and CONSULTANT and supersedes all
prior negotiations, representations, or agreement, either written or oral.
B. This Agreement may only be amended,
supplemented, modified, changed or canceled by a written instrument executed by
both parties hereto.
SECTION
20. NON-EXCLUSIVE AGREEMENT.
This Agreement
is not intended to be and shall not be construed as an exclusive contract and
the COUNTY may employ additional or other professional consulting firms to
perform any work contemplated by this Agreement without liability to the
CONSULTANT.
SECTION
21. INDEMNIFICATION OF THE COUNTY.
A. CONSULTANT shall indemnify and save the
COUNTY, its Commissioners, officers, agents, employees, harmless from and
against any claim, damages, costs, including attorney's fees, or causes of
action of whatsoever kind or nature, whether direct, indirect or consequential,
including, but not limited to, bodily injury, sickness, disease or death,
infringement of copyright or patent, or injury to or destruction of property,
including loss of use, which claims arise out of or are related to or in any
way connected with this Agreement, provided such claim is caused by the
negligent error, omission, act, or failure to act of CONSULTANT, its agents,
servants or employees in the performance of services under this Agreement. The CONSULTANT shall not indemnify the COUNTY
for any negligence of the COUNTY'S employees or agents. This indemnity shall include, but not be
limited to, charges of attorneys, legal assistants, and other professionals, and
costs of both defense and appeal in a court of law or other tribunal, for any
reason.
B. The CONSULTANT'S indemnification
obligation under the provision shall not be limited in any way to the
consideration hereunder, the agreed upon prices as shown in any Task Order
issued pursuant to this Agreement, or any other agreed payment or compensation
amount, nor shall this indemnification be limited due to the CONSULTANT'S lack
of sufficient insurance protection. The
CONSULTANT hereby acknowledges and expressly agrees that the compensation to be
paid to the CONSULTANT by the COUNTY pursuant to this Agreement specifically
includes compensation as consideration for the indemnification provided herein.
SECTION
22. INDEPENDENT CONTRACTOR.
Neither
the COUNTY nor any of its employees shall have any control over the conduct of
CONSULTANT or any of CONSULTANT'S employees, except as herein set forth, and
CONSULTANT expressly warrants not to represent at any time or in any manner
that CONSULTANT or any of CONSULTANT'S agents, servants or employees are in any
manner agents, servants or employees of the COUNTY. It is understood and agreed that CONSULTANT
is, and shall at all times remain as to the COUNTY, a wholly independent
contractor and that CONSULTANT'S obligations to the COUNTY are solely as
prescribed by this Agreement.
SECTION
23. WAIVER OF BREACH.
Waiver
by either party of a breach of any provision of this agreement shall not be
deemed as a waiver of any other breach and shall not be construed to be a
modification of the terms of this agreement.
SECTION
24. SEVERABILITY.
In the
event any one or more of the provisions contained in this Agreement shall for
any reason be held invalid, illegal, or unenforceable in any respect, the
invalidity, illegality, or unenforceability shall not affect any other
provision and this Agreement shall be construed as if the invalid, illegal, or
unenforceable provision had never been contained in it.
SECTION
25. NOTICES.
Any
notices to be given under this Agreement shall be given by United States Mail,
addressed to CONSULTANT at its address stated herein, and to the COUNTY at the
following address: John J. Gallagher, Pasco County Administrator,
IN
WITNESS WHEREOF, the parties have caused these premises to be executed by their
duly
authorized representatives on this ______ day of
_________________________, 2006.
ATTEST: ____________________________________
Chairman
(S E A L) Date:
_________________________2006
____________________________________
Jed Pittman, Clerk
PROFESSIONAL:
____________________________________
By: ____________________________________
Its: ____________________________________
Date: ________________________________2006
APPROVED AS TO LEGAL FORM AND
SUFFICIENCY
OFFICE OF THE
____________________________________________
ATTORNEY