Common use of SERVICES AND PERFORMANCE Clause in Contracts

SERVICES AND PERFORMANCE. A. Before making any additions or deletions to the work described in the Agreement, and before undertaking any changes or revisions to such work, the parties will negotiate any necessary cost changes and will enter into a Supplemental Agreement covering such work and compensation. Reference herein to the Agreement will be considered to include any Supplemental Agreement. B. In the performance of professional services, the Consultant will use that degree of care and skill ordinarily exercised by other similar professionals in the field under similar conditions in similar localities. The Consultant will use due care in performing its services and will have due regard for acceptable engineering standards and principles. Consultant's standard of care shall not be altered by the application, interpretation, or construction of any other provision of this Agreement. C. The Consultant agrees to provide project schedule progress reports in a format acceptable to the Department and at intervals established by the Department. The Department will be entitled at all times to be advised, at its request, as to the status of work being done by the Consultant and of the details thereof. Coordination will be maintained by the Consultant with representatives of the Department, or of other agencies interested in the project on behalf of the Department. Either party to the Agreement may request and be granted a conference. D. All services will be performed by the Consultant to the satisfaction of the Director who will decide all questions, difficulties and disputes of any nature whatsoever that may arise under or by reason of the Agreement, the prosecution and fulfillment of the services hereunder and the character, quality, amount and value thereof; and the decision upon all claims, questions and disputes will be final and binding upon the parties hereto. Adjustments of compensation and contract time because of any major changes in the work that may become necessary or desirable as the work progresses will be subject to mutual agreement of the parties, and Supplemental Agreement(s) of such a nature as required will be entered into by the parties in accordance herewith. In the event that the Consultant and the Department are not able to reach an agreement as to the amount of compensation to be paid to the Consultant for supplemental work desired by the Department, the Consultant will be obligated to proceed with the supplemental work in a timely manner for the amount determined by the Department to be reasonable. In such event, the Consultant will have the right to file a claim with the Department for such additional amounts as the consultant deems reasonable; however, in no event will the filing of the claim or the resolution or litigation thereof through administrative procedures or the courts relieve the Consultant from the obligation to timely perform the supplemental work. E. In the event the work covered by this Agreement includes the preparation of construction plans, it is understood that the work may be divided into two or more construction projects by the Director and that, if this is done, the Consultant will supply construction plans for each project. F. The Consultant is authorized to use the Department's computer facilities utilizing Department programs required for the performance of the services herein. The Consultant will identify the programs required and submit a written request to the Department's Project Manager for approval. G. All design work performed by the Consultant for projects where anticipated construction cost is one million dollars ($1,000,000) or more will be subject to Value Engineering. The Department further reserves the right to subject projects of lesser construction cost to Value Engineering should the Department deem circumstances are present that warrant such a decision. Value Engineering may be performed at any stage of the design process. Unless specifically identified in the Agreement, the Consultant will not be required to perform the Value Engineering analysis. X. The Consultant will not be liable for use by the Department of plans, documents, studies or other data for any purpose other than intended by the terms of this Consultant Agreement. I. All tracings, plans, specifications, maps, computer files and/or reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived therefrom, will be considered works made for hire and will become the property of the Department upon completion or termination without restriction or limitation on their use and will be made available, upon request, to the Department at any time during the performance of such services and/or upon completion or termination of this Agreement. Upon delivery to the Department of said document(s), the Department will become the custodian thereof in accordance with Chapter 119, Florida Statutes. The Consultant will not copyright any material and products or patent any invention developed under this agreement. The Department will have the right to visit the site for inspection of the work and the products of the Consultant at any time.

SERVICES AND PERFORMANCE. A. Before making 1. The AGENCY shall furnish certain services as described in ATTACHMENTS A and B, attached hereto and made a part hereof. 2. Locations, activities, quantities, cycles, and unit costs to be performed are listed in ATTACHMENT A. 3. Descriptions of how the activities are to be performed are included in ATTACHMENT B. 4. A Supplemental Agreement shall be executed by both parties for any additions or deletions to the work described in the Agreement, and before undertaking ATTACHMENTS A and/or ATTACHMENT B. No work may commence without an executed Supplemental Agreement involving any such changes or revisions required to be covered in a Supplemental Agreement. Performance of any such work, services prior to the parties will negotiate any necessary cost changes and will enter into execution of a Supplemental Agreement covering such work and compensation. Reference herein to the Agreement will be considered to include any Supplemental Agreementresult in nonpayment of those services. B. In the performance of professional services, the Consultant will use that degree of care and skill ordinarily exercised by other similar professionals in the field under similar conditions in similar localities5. The Consultant will use due care in performing its services and will have due regard for acceptable engineering standards and principles. Consultant's standard of care shall not be altered by the application, interpretation, or construction of any other provision of this Agreement. C. The Consultant agrees to provide project schedule progress reports in a format acceptable to the Department and at intervals established by the Department. The Department DEPARTMENT will be entitled at all times to be advised, at its request, as to the status of work being done by the Consultant AGENCY and of the details thereof. Coordination will shall be maintained by the Consultant AGENCY with representatives of the Department, or of other agencies interested in the project on behalf of the Department. Either party to the Agreement may request and be granted a conferenceDEPARTMENT. D. 6. All services will shall be performed by the Consultant AGENCY to the satisfaction of the Director who will shall decide all questions, difficulties and disputes of any nature whatsoever that may arise under or by reason of the this Agreement, the prosecution and fulfillment of the services hereunder and the character, quality, amount and value thereof; and the . The Director's decision upon all claims, questions and disputes will shall be final and binding upon the parties heretoall parties. Adjustments of compensation and contract time because of any major changes in the work that may become necessary or desirable as shall be left to the work progresses will be subject to mutual agreement absolute discretion of the parties, and Supplemental Agreement(s) of such a nature as required will be entered into by the parties in accordance herewith. In the event that the Consultant and the Department are not able to reach an agreement as to the amount of compensation to be paid to the Consultant for supplemental work desired by the Department, the Consultant will be obligated to proceed with the supplemental work in a timely manner for the amount determined by the Department to be reasonable. In such event, the Consultant will have the right to file a claim with the Department for such additional amounts as the consultant deems reasonable; however, in no event will the filing of the claim or the resolution or litigation thereof through administrative procedures or the courts relieve the Consultant from the obligation to timely perform the supplemental workDirector. E. In the event the 7. The work covered by specified in this Agreement includes is governed by ATTACHMENT A and ATTACHMENT B. 8. Reference herein to Director shall mean the preparation of construction plansDEPARTMENT'S District Secretary for District One, it is understood that the work may be divided into two or more construction projects by the Director and that, if this is done, the Consultant will supply construction plans for each projectauthorized designee. F. The Consultant is authorized to use the Department's computer facilities utilizing Department programs required for the performance 9. Upon execution of the services herein. The Consultant will identify the programs required and submit a written request to the Department's Project Manager for approval. G. All design work performed by the Consultant for projects where anticipated construction cost is one million dollars ($1,000,000) or more will be subject to Value Engineering. The Department further reserves the right to subject projects of lesser construction cost to Value Engineering should the Department deem circumstances are present that warrant such a decision. Value Engineering may be performed at any stage of the design process. Unless specifically identified in the Agreement, the Consultant will not be required to perform the Value Engineering analysis. X. The Consultant will not be liable for use NOTICE TO PROCEED signed by the Department of plansDistrict Secretary, documents, studies or other data for any purpose other than intended by the terms of this Consultant Agreement. I. All tracings, plans, specifications, maps, computer files and/or reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived therefromdesignee, will be considered works made for hire and will become the property of the Department upon completion or termination without restriction or limitation on their use and will be made available, upon request, sent to the Department at any time during the performance of such services and/or upon completion or termination of this AgreementAGENCY. Upon delivery The NOTICE TO PROCEED must be issued to the Department of said document(s), the Department will become the custodian thereof in accordance with Chapter 119, Florida Statutes. The Consultant will not copyright any material and products or patent any invention developed under this agreement. The Department will have the right to visit the site for inspection of the work and the products of the Consultant at any timeAGENCY within sixty (60) days after Agreement execution.

SERVICES AND PERFORMANCE. A. Before making any additions or deletions to the work described in the Agreement, and before undertaking any changes or revisions to such work, the parties will negotiate any necessary cost changes and will enter into a Supplemental Agreement covering such work and compensation. Reference herein to the Agreement will be considered to include any Supplemental Agreement. B. In the performance of professional services, the Consultant will use that degree of care and skill ordinarily exercised by other similar professionals in the field under similar conditions in similar localities. The Consultant will use due care in performing its services in a design capacity and will have due regard for acceptable engineering standards and of design principles. Consultant's standard of care shall not be altered by the application, interpretation, or construction of any other provision of this Agreement. C. The Consultant agrees to provide project schedule progress reports in a format acceptable to the Department and at intervals established by the Department. The Department will be entitled at all times to be advised, at its request, as to the status of work being done by the Consultant and of the details thereof. Coordination will be maintained by the Consultant with representatives of the Department, or of other agencies interested in the project on behalf of the Department. Either party to the Agreement may request and be granted a conference. D. All services will be performed by the Consultant to the satisfaction of the Director who will decide all questions, difficulties and disputes of any nature whatsoever that may arise under or by reason of the Agreement, the prosecution and fulfillment of the services hereunder and the character, quality, amount and value thereof; and the decision upon all claims, questions and disputes will be final and binding upon the parties hereto. Adjustments of compensation and contract time because of any major changes in the work that may become necessary or desirable as the work progresses will be subject to mutual agreement of the parties, and Supplemental Agreement(s) of such a nature as required will be entered into by the parties in accordance herewith. In the event that the Consultant and the Department are not able to reach an agreement as to the amount of compensation to be paid to the Consultant for supplemental work desired by the Department, the Consultant will be obligated to proceed with the supplemental work in a timely manner for the amount determined by the Department to be reasonable. In such event, the Consultant will have the right to file a claim with the Department for such additional amounts as the consultant Consultant deems reasonable; however, in no event will the filing of the claim or the resolution or litigation thereof through administrative procedures or the courts relieve the Consultant from the obligation to timely perform the supplemental work. E. In the event the work covered by this Agreement includes the preparation of construction plans, it is understood that the work may be divided into two or more construction projects by the Director and that, if this is done, the Consultant will supply construction plans for each project. F. The Consultant is authorized to use the Department's computer facilities utilizing Department programs required for the performance of the services herein. The Consultant will identify the programs required and submit a written request to the Department's Project Manager for approval. G. All design work performed by the Consultant for projects where anticipated construction cost is one million dollars ($1,000,000) or more will be subject to Value Engineering. The Department further reserves the right to subject projects of lesser construction cost to Value Engineering should the Department deem circumstances are present that warrant such a decision. Value Engineering may be performed at any stage of the design process. Unless specifically identified in the Agreement, the Consultant will not be required to perform the Value Engineering analysis. X. The Consultant will not be liable for use by the Department of plans, documents, studies or other data for any purpose other than intended by the terms of this Consultant Agreement. I. All tracings, plans, specifications, maps, computer files and/or reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived therefrom, will be considered works made for hire and will become the property of the Department upon completion or termination without restriction or limitation on their use and will be made available, upon request, to the Department at any time during the performance of such services and/or upon completion or termination of this Agreement. Upon delivery to the Department of said document(s), the Department will become the custodian thereof in accordance with Chapter 119, Florida Statutes. The Consultant will not copyright any material and products or patent any invention developed under this agreement. The Department will have the right to visit the site for inspection of the work and the products of the Consultant at any time.

SERVICES AND PERFORMANCE. A. In connection with Districtwide Contamination Assessment and Remediation (CAR) Services , the Department does hereby retain the Vendor to furnish certain services, information, and items as described in Exhibit "A," attached hereto and made a part hereof. B. Before making any additions or deletions to the work described in the this Agreement, and before undertaking any changes or revisions to such work, the parties will shall negotiate any necessary cost changes and will shall enter into a Supplemental Agreement an Amendment covering such work and compensation. Reference herein to the this Agreement will be considered to shall include any Supplemental Agreement. B. In the performance of professional services, the Consultant will use that degree of care and skill ordinarily exercised by other similar professionals in the field under similar conditions in similar localities. The Consultant will use due care in performing its services and will have due regard for acceptable engineering standards and principles. Consultant's standard of care shall not be altered by the application, interpretation, or construction of any other provision of this Agreementamendment(s). C. The Consultant agrees to provide project schedule progress reports in a format acceptable to the Department and at intervals established by the Department. The Department will be entitled at all times to be advised, at its request, as to the status of work being done by the Consultant and of the details thereof. Coordination will be maintained by the Consultant with representatives of the Department, or of other agencies interested in the project on behalf of the Department. Either party to the Agreement may request and be granted a conference. D. All services will be performed by the Consultant to the satisfaction of the Director who will decide all questions, difficulties and disputes of any nature whatsoever that may arise under or by reason of the Agreement, the prosecution and fulfillment of the services hereunder and the character, quality, amount and value thereof; and the decision upon all claims, questions and disputes will be final and binding upon the parties hereto. Adjustments of compensation and contract time because of any major changes in the work that may become necessary or desirable as the work progresses will be subject to mutual agreement of the parties, and Supplemental Agreement(s) of such a nature as required will be entered into by the parties in accordance herewith. In the event that the Consultant and the Department are not able to reach an agreement as to the amount of compensation to be paid to the Consultant for supplemental work desired by the Department, the Consultant will be obligated to proceed with the supplemental work in a timely manner for the amount determined by the Department to be reasonable. In such event, the Consultant will have the right to file a claim with the Department for such additional amounts as the consultant deems reasonable; however, in no event will the filing of the claim or the resolution or litigation thereof through administrative procedures or the courts relieve the Consultant from the obligation to timely perform the supplemental work. E. In the event the work covered by this Agreement includes the preparation of construction plans, it is understood that the work may be divided into two or more construction projects by the Director and that, if this is done, the Consultant will supply construction plans for each project. F. The Consultant is authorized to use the Department's computer facilities utilizing Department programs required for the performance of the services herein. The Consultant will identify the programs required and submit a written request to the Department's Project Manager for approval. G. All design work performed by the Consultant for projects where anticipated construction cost is one million dollars ($1,000,000) or more will be subject to Value Engineering. The Department further reserves the right to subject projects of lesser construction cost to Value Engineering should the Department deem circumstances are present that warrant such a decision. Value Engineering may be performed at any stage of the design process. Unless specifically identified in the Agreement, the Consultant will not be required to perform the Value Engineering analysis. X. The Consultant will not be liable for use by the Department of plans, documents, studies or other data for any purpose other than intended by the terms of this Consultant Agreement. I. All tracings, plans, specifications, maps, computer files and/or files, and reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived therefrom, will shall be considered works made for hire and will become the exclusive property of the Department upon completion or termination without restriction or limitation on their use and will shall be made available, upon request, to the Department at any time during the performance of such services and/or upon completion or termination of this Agreement. Upon delivery to the Department of said document(s), the Department will shall become the custodian thereof in accordance with Chapter 119, Florida Statutes. The Consultant will Vendor shall not copyright any material and products or patent any invention developed under this agreementAgreement. The Department will shall have the right to visit the site for inspection of the work and the products of the Consultant Vendor at any time. D. All final plans, documents, reports, studies, and other data prepared by the Vendor shall bear the professional's seal/signature, in accordance with the applicable Florida Statutes, Administrative Rules promulgated by the Department of Business and Professional Regulation, and guidelines published by the Department, in effect at the time of execution of this Agreement. In the event that changes in the statutes or rules create a conflict with the requirements of published guidelines, requirements of the statutes and rules shall take precedence. E. The Vendor agrees to provide project schedule progress reports in a format acceptable to the Department and at intervals established by the Department. The Department shall be entitled at all times to be advised, at its request, as to the status of work being done by the Vendor and of the details thereof. Coordination shall be maintained by the Vendor with representatives of the Department, or of other agencies interested in the project on behalf of the Department. Either party to this Agreement may request and be granted a conference. F. All services shall be performed by the Vendor to the satisfaction of the Director who shall decide all questions, difficulties, and disputes of any nature whatsoever that may arise under or by reason of this Agreement, the prosecution and fulfillment of the services hereunder and the character, quality, amount of value thereof; and the decision upon all claims, questions, and disputes shall be final and binding upon the parties hereto. Adjustments of compensation and contract time because of any major changes in the work that may become necessary or desirable as the work progresses shall be subject to mutual agreement of the parties, and amendment(s) shall be entered into by the parties in accordance herewith. Reference herein to the Director shall mean the

SERVICES AND PERFORMANCE. A. Before making any additions or deletions to the work described in the Agreement, and before undertaking any changes or revisions to such work, the parties will negotiate any necessary cost changes and will enter into a Supplemental Agreement covering such work and compensation. Reference herein to the Agreement will be considered to include any Supplemental Agreement. B. In the performance of professional services, the Consultant will use that degree of care and skill ordinarily exercised by other similar professionals in the field under similar conditions in similar localities. The Consultant will use due care in performing its services in a design capacity and will have due regard for acceptable engineering standards and of design principles. Consultant's standard of care shall not be altered by the application, interpretation, or construction of any other provision of this Agreement. C. The Consultant agrees to provide project schedule progress reports in a format acceptable to the Department and at intervals established by the Department. The Department will be entitled at all times to be advised, at its request, as to the status of work being done by the Consultant and of the details thereof. Coordination will be maintained by the Consultant with representatives of the Department, or of other agencies interested in the project on behalf of the Department. Either party to the Agreement may request and be granted a conference. D. All services will be performed by the Consultant to the satisfaction of the Director who will decide all questions, difficulties and disputes of any nature whatsoever that may arise under or by reason of the Agreement, the prosecution and fulfillment of the services hereunder and the character, quality, amount and value thereof; and the decision upon decisionupon all claims, questions and disputes will be final and binding upon the parties hereto. Adjustments of compensation and contract time because of any major changes in the work that may become necessary or desirable as the work progresses will be subject to mutual agreement of the parties, and Supplemental Agreement(s) of such a nature as required will be entered into by the parties in accordance herewith. In the event that the Consultant and the Department are not able to reach an agreement as to the amount of compensation to be paid to the Consultant for supplemental work desired by the Department, the Consultant will be obligated to proceed with the supplemental work in a timely manner for the amount determined by the Department to be reasonable. In such event, the Consultant will have the right to file a claim with the Department for such additional amounts as the consultant deems reasonable; however, in no event will the filing of the claim or the resolution or litigation thereof through administrative procedures or the courts relieve the Consultant from the obligation to timely perform the supplemental work. E. In the event the work covered by this Agreement includes the preparation of construction plans, it is understood that the work may be divided into two or more construction projects by the Director and that, if this is done, the Consultant will supply construction plans for each project. F. The Consultant is authorized to use the Department's computer facilities utilizing Department programs required for the performance of the services herein. The Consultant will identify the programs required and submit a written request to the Department's Project Manager for approval. G. All design work performed by the Consultant for projects where anticipated construction cost is one million dollars ($1,000,000) or more will be subject to Value Engineering. The Department further reserves the right to subject projects of lesser construction cost to Value Engineering should the Department deem circumstances are present that warrant such a decision. Value Engineering may be performed at any stage of the design process. Unless specifically identified in the Agreement, the Consultant will not be required to perform the Value Engineering analysis. X. The Consultant will not be liable for use by the Department of plans, documents, studies or other data for any purpose other than intended by the terms of this Consultant Agreement. I. All tracings, plans, specifications, maps, computer files and/or reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived therefrom, will be considered works made for hire and will become the property of the Department upon completion or termination without restriction or limitation on their use and will be made available, upon request, to the Department at any time during the performance of such services and/or upon completion or termination of this Agreement. Upon delivery to the Department of said document(s), the Department will become the custodian thereof in accordance with Chapter 119, Florida Statutes. The Consultant will not copyright any material and products or patent any invention developed under this agreement. The Department will have the right to visit the site for inspection of the work and the products of the Consultant at any time.

SERVICES AND PERFORMANCE. A. In connection with the Work Program Integration Initiative, the Department does hereby retain the Vendor to furnish certain services, information, and items as described and referenced in Section 13.J., Order of Precedence, made a part hereof. B. Capitalized terms shall have the meanings referenced in Exhibit J – Glossary and Acronyms. C. Before making any additions or deletions to the work described in the this Agreement, and before undertaking any changes or revisions to such work, the parties will shall negotiate any necessary cost changes and will shall enter into a Supplemental Agreement an Amendment covering such work and compensation. Reference herein to this Agreement shall include any amendment(s). D. The parties agree that any modifications to the Agreement will terms and conditions shall be considered accomplished through an Agreement Amendment, which must be in writing and executed by both parties to include any Supplemental the Agreement. B. In the performance of professional services, the Consultant will use that degree of care and skill ordinarily exercised by other similar professionals in the field under similar conditions in similar localities. The Consultant will use due care in performing its services and will have due regard Vendor shall be responsible for acceptable engineering standards and principles. Consultant's standard of care shall not be altered by preparing the application, interpretation, or construction of any other provision of this Agreement. C. The Consultant agrees to provide project schedule progress reports in a format acceptable to the Department and at intervals established by the Departmentdraft Amendment. The Department will Vendor shall also be entitled at all times responsible for analyzing and estimating potential project impacts due to be advisedproposed modifications or changes referenced in an Amendment request. Notwithstanding the foregoing, at its request, as to the status of work being done by the Consultant and of the details thereof. Coordination will be maintained by the Consultant with representatives of the Department, or of other agencies interested in the project on behalf of the Department. Either either party to the Agreement may initiate a request for Agreement Amendment. The Department will review Vendor initiated Amendment requests and be granted make a conferencedetermination as to granting all or part of the request. The Department will render final approval or disapproval on the draft Amendment contents. The Department is solely responsible for coordinating, obtaining funds approval where applicable, and processing execution of an agreed upon Amendment. D. All services E. Services for the subject Agreement, as comprised in Exhibit A – Scope of Services, will be authorized through a series of task assignments (Task Work Order). Each Task Work Order will specify the services to be performed, the compensation for those services, and the prescribed period of time to furnish those services. The Department will authorize services based on need and availability of budget. The Department will commit funds and budget prior to the execution of each Task Work Order. Execution of this Agreement does not guarantee that the work will be authorized. Further, the Vendor is providing these services on a nonexclusive basis. The Department, at its option, may elect to have any of these services set forth herein performed by other Vendors or Department staff. It is understood and agreed by all parties that all the Consultant to the satisfaction terms and conditions of the Director who will decide all questions, difficulties and disputes Agreement shall remain in force with the inclusion of any nature whatsoever that may arise under or by reason of Task Work Order. A Task Work Order is subordinate to the Agreement, operates within the prosecution and fulfillment constraints of the services hereunder Agreement terms and conditions, and shall not constitute a contract separate from the characterAgreement, qualitynor in any manner amend or supersede any of the other terms and provisions of the Agreement or any amendment thereto. A Task Work Order shall be used to accomplish a phase, amount and value thereofelement, or component of the project referenced in Exhibit A – Scope of Services. The Department shall require a statement from the Comptroller of funding approval prior to execution or binding commitment of funds for a Task Work Order. Each Task Work Order shall comprise a detailed statement of the purpose, objective, or goals to be undertaken by the Vendor as it relates to the project Scope of Services; the Vendor personnel required; an identification of all deliverables; an estimated time schedule for the provision of Services by the Vendor; acceptance criteria for the deliverables; and the decision upon all claimstotal fixed price cost of the Task Work Order. The Vendor shall be responsible for drafting the Task Work Orders, questions subject to Department approval, and disputes will be final the Scope of Services constraints. After the Vendor undertakes the goods and/or services referenced within the Task Work Order, the Department may disapprove and binding upon not accept a deliverable that fails to meet the parties hereto. Adjustments of compensation and contract time because of any major changes acceptance criteria referenced in the work that may become necessary or desirable as the work progresses will be subject to mutual agreement of the parties, and Supplemental Agreement(s) of such a nature as required will be entered into by the parties in accordance herewith. In the event that the Consultant and the Department are not able to reach an agreement as to the amount of compensation to be paid to the Consultant for supplemental work desired by the Department, the Consultant will be obligated to proceed with the supplemental work in a timely manner for the amount determined by the Department to be reasonable. In such event, the Consultant will have the right to file a claim with the Department for such additional amounts as the consultant deems reasonable; however, in no event will the filing of the claim or the resolution or litigation thereof through administrative procedures or the courts relieve the Consultant from the obligation to timely perform the supplemental work. E. In the event the work covered by this Agreement includes the preparation of construction plans, it is understood that the work may be divided into two or more construction projects by the Director and that, if this is done, the Consultant will supply construction plans for each projectTask Work Order. F. The Consultant Department shall approve, prior to the initiation of any tasks, a specific Task Work Order defining the work to be accomplished and the total reimbursement due the Vendor. The Task Work Order shall specify the Department Task Work Order Manager, when it is authorized to use different from the Department's computer facilities utilizing Department programs Contract Manager. G. If any functions or activities not specifically described in the Statement of Work or elsewhere in the Agreement as Vendor responsibilities are reasonably required for the proper performance and provision of the services herein. The Consultant will identify Services described in the programs required and submit a written request to the Department's Project Manager for approval. G. All design work performed by the Consultant for projects where anticipated construction cost is one million dollars ($1,000,000) Statement of Work or more will be subject to Value Engineering. The Department further reserves the right to subject projects of lesser construction cost to Value Engineering should the Department deem circumstances are present that warrant such a decision. Value Engineering may be performed at any stage of the design process. Unless specifically identified elsewhere in the Agreement, such functions or activities will be deemed to be implied by and included within the Consultant scope of the Services to the same extent and in the same manner as if specifically described in the Statement of Work (i.e., they will be provided as part of the contracted Services at no additional charge to the Department and will not be required to perform the Value Engineering analysisrequire an Agreement Amendment). X. The Consultant will not be liable for use by the Department of plans, documents, studies or other data for any purpose other than intended by the terms of this Consultant Agreement. I. H. All tracings, plans, specifications, maps, computer files and/or files, and reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived therefrom, will shall be considered works made for hire and will become the exclusive property of the Department upon completion or termination without restriction or limitation on their use and will shall be made available, upon request, to the Department at any time during the performance of such services and/or upon completion or termination of this Agreement. Upon delivery to the Department of said document(s), the Department will shall become the custodian thereof in accordance with Chapter 119, Florida Statutes. The Consultant will not copyright any material and products or patent any invention developed under this agreement. The Department will shall have the right to visit the site for inspection of inspect the work and the products of the Consultant Vendor at any time, upon reasonable advance notice. I. The Department shall have full ownership of any works of authorship, inventions, improvements, ideas, data, processes, computer software programs, and discoveries (hereafter called intellectual property) conceived, created, or furnished or partially furnished under this Agreement, with no rights of ownership in Vendor or any Subvendors. Vendor and Subvendors shall fully and promptly disclose to the Department all intellectual property conceived, created, or furnished under this Agreement. Vendor or Subvendor hereby assigns to the Department the sole and exclusive right, title, and interest in and to all intellectual property conceived, created, furnished, or partially furnished under this Agreement, without further consideration. This Agreement shall operate as an irrevocable assignment by Vendor and Subvendors to the Department of the copyright in any intellectual property created, published, or furnished to the Department under this Agreement, including all rights thereunder in perpetuity. Vendor and Subvendors shall not patent any intellectual property conceived, created, or furnished under this Agreement. Vendor and Subvendors agree to execute and deliver all necessary documents requested by the Department to affect the assignment of intellectual property to the Department or the registration or confirmation of the Department’s rights in or to intellectual property under the terms of this Agreement. Vendor agrees to include this provision in all its subcontracts under this Agreement. Any intellectual property developed as a result of this Agreement through completed or partially completed Task Work Orders and/or completed or partially completed Deliverables will belong to and be the sole property of the Department. This provision will survive the termination or expiration of the Agreement, or Vendor bankruptcy proceedings. The Vendor retains all ownership rights in any proprietary materials, proprietary software, methodologies, methods, processes, or procedures of the Vendor that pre-exist or were developed outside the scope of this Agreement. If any other property of Vendor is contained in any of the Deliverables hereunder, the Vendor grants to the Department a royalty-free, paid-up, non-exclusive, perpetual license to use such Vendor intellectual property in connection with the Department’s use of the Deliverables. The Department shall have exclusive rights to any configuration or customizations made to the provided solution; and any such configurations and customizations made will become property of the Department and will be transferable to another provider in the event of Agreement termination and/or default. All configurations must be delivered in an exportable and importable file structure. In the event that the Vendor undertakes development of an Enhancement to the baseline Software, the applicable scope of work shall be documented in a Task Work Order and the ownership of such Enhancement shall also be the sole property of the Department. J. The Vendor will provide project schedule/progress reports to the Department, or other agencies interested in the project on behalf of the Department, in a format agreed upon by the Department and at intervals established by the Department. The Department shall be entitled at all times to be advised, at its request, as to the status of work being done by the Vendor and of the details thereof. Coordination shall be maintained by the Vendor with representatives of the Department, or of other agencies interested in the project on behalf of the Department. Either party to this Agreement may request and be granted a meeting to discuss project status and/or concerns. K. All services shall be performed by the Vendor to the satisfaction of the Executive Sponsor who shall decide all questions, difficulties, and disputes of any nature whatsoever that may arise under or by reason of this Agreement, the prosecution and fulfillment of the services hereunder and the character, quality, amount of value thereof; and the decision upon all claims, questions, and disputes shall be final and binding upon the parties hereto. Adjustments of compensation and Agreement time because of any major changes in the work that may become necessary or desirable as the work progresses shall be subject to mutual agreement of the parties, and amendment(s) shall be entered into by the parties in accordance herewith.

SERVICES AND PERFORMANCE. A. Before making any additions or deletions to the work described in the Agreement, and before undertaking any changes or revisions to such work, the parties will negotiate any necessary cost changes and will enter into a Supplemental Agreement covering such work and compensation. Reference herein to the Agreement will be considered to include any Supplemental Agreement. B. In the performance of professional services, the Consultant will use that degree of care and skill ordinarily exercised by other similar professionals in the field under similar conditions in similar localities. The Consultant will use due care in performing its services and will have due regard for acceptable engineering standards and principles. Consultant's standard of care shall not be altered by the application, interpretation, or construction of any other provision of this Agreement. C. The Consultant agrees to provide project schedule progress reports in a format acceptable to the Department and at intervals established by the Department. The Department will be entitled at all times to be advised, at its request, as to the status of work being done by the Consultant and of the details thereof. Coordination will be maintained by the Consultant with representatives of the Department, or of other agencies interested in the project on behalf of the Department. Either party to the Agreement may request and be granted a conference. D. All services will be performed by the Consultant to the satisfaction of the Director who will decide all questions, difficulties and disputes of any nature whatsoever that may arise under or by reason of the Agreement, the prosecution and fulfillment of the services hereunder and the character, quality, amount and value thereof; and the decision upon all claims, questions and disputes will be final and binding upon the parties hereto. Adjustments of compensation and contract time because of any major changes in the work that may become necessary or desirable as the work progresses will be subject to mutual agreement of the parties, and Supplemental Agreement(s) of such a nature as required will be entered into by the parties in accordance herewith. In the event that the Consultant and the Department are not able to reach an agreement as to the amount of compensation to be paid to the Consultant for supplemental work desired by the Department, the Consultant will be obligated to proceed with the supplemental work in a timely manner for the amount determined by the Department to be reasonable. In such event, the Consultant will have the right to file a claim with the Department for such additional amounts as the consultant deems reasonable; however, in no event will the filing of the claim or the resolution or litigation thereof through administrative procedures or the courts relieve the Consultant from the obligation to timely perform the supplemental work. E. In the event the work covered by this Agreement includes the preparation of construction plans, it is understood that the work may be divided into two or more construction projects by the Director and that, if this is done, the Consultant will supply construction plans for each project. F. The Consultant is authorized to use the Department's computer facilities utilizing Department programs required for the performance of the services herein. The Consultant will identify the programs required and submit a written request to the Department's Project Manager for approval. G. All design work performed by the Consultant for projects where anticipated construction cost is one million dollars ($1,000,000) or more will be subject to Value Engineering. The Department further reserves the right to subject projects of lesser construction cost to Value Engineering should the Department deem circumstances are present that warrant such a decision. Value Engineering may be performed at any stage of the design process. Unless specifically identified in the Agreement, the Consultant will not be required to perform the Value Engineering analysis. X. H. The Consultant will not be liable for use by the Department of plans, documents, studies or other data for any purpose other than intended by the terms of this Consultant Agreement. I. All tracings, plans, specifications, maps, computer files and/or reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived therefrom, will be considered works made for hire and will become the property of the Department upon completion or termination without restriction or limitation on their use and will be made available, upon request, to the Department at any time during the performance of such services and/or upon completion or termination of this Agreement. Upon delivery to the Department of said document(s), the Department will become the custodian thereof in accordance with Chapter 119, Florida Statutes. The Consultant will not copyright any material and products or patent any invention developed under this agreement. The Department will have the right to visit the site for inspection of the work and the products of the Consultant at any time.