Item C06 } C.6
`,
County of Monroe
�y,4 ' �, "tr, BOARD OF COUNTY COMMISSIONERS
Mayor Michelle Coldiron,District 2
�1 nff `ll Mayor Pro Tem David Rice,District 4
-Ile Florida.Keys Craig Cates,District 1
Eddie Martinez,District 3
w Mike Forster,District 5
County Commission Meeting
June 16, 2021
Agenda Item Number: C.6
Agenda Item Summary #8285
BULK ITEM: Yes DEPARTMENT: Engineering/Roads
TIME APPROXIMATE: STAFF CONTACT: Tyler Jackson (305) 393-5450
N/A
AGENDA ITEM WORDING: Approval of task order with Baxter & Woodman Consulting
Engineers for the amount not to exceed $181,345 for engineering design and permitting services for
the resurfacing of Card Sound Road from the east end of Card Sound Bridge to the intersection of
County Road 905. This task order is being procured in accordance with continuing service contact
with Baxter& Woodman Consulting Engineers entered into January 17th, 2018.
ITEM BACKGROUND: Monroe County needs to resurface Card Sound Road, which includes
engineering design and permitting services before construction. Engineering services task order is in
accordance with Continuing Services Contract with Baxter& Woodman Consulting Engineers to
include, but not be limited to, survey, design,permitting, and administrative duties.
PREVIOUS RELEVANT BOCC ACTION: None
CONTRACT/AGREEMENT CHANGES:
New Agereement
STAFF RECOMMENDATION: Approval As Requested
DOCUMENTATION:
BW Card Sound Road Task Order
B&W 1 st Amendment fully executed
Mathews Consulting - EXEC - 1-17-18
FINANCIAL IMPACT:
Effective Date: 6-16-21
Expiration Date: 30 Days after completion of work
Total Dollar Value of Contract: $181,345
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C.6
Total Cost to County: $181,345
Current Year Portion: $181,345
Budgeted: Yes
Source of Funds: 401-22502-560630
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: If yes, amount:
Grant:
County Match:
Insurance Required: Yes
Additional Details:
06/16/21 401-22502 - CARD SOUND ROAD $181,345.00
REVIEWED BY:
Judith Clarke Completed 05/25/2021 10:00 AM
Christine Limbert Completed 05/25/2021 11:11 AM
Purchasing Completed 05/25/2021 11:40 AM
Budget and Finance Completed 05/28/2021 3:18 PM
Maria Slavik Completed 05/28/2021 3:18 PM
Liz Yongue Completed 06/01/2021 9:49 AM
Board of County Commissioners Pending 06/16/2021 9:00 AM
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C 6.a
TASK ORDER FOR ON CALL PROFESSIONAL DESIGN AND PERMITTING
SERVICESTWEEN MONROE COUNTY AND BAXTER WOODMAN, INC.
FOR
CARD SOUND ROAD RESURFACING PROJECT
In accordance with the Continuing Contract for On Call Professional Engineering
Services made and entered on the 1 th day of January 2018 between Monroe County v,
hereinafter referred to as the "County" and Baxter & Woodman, Inc. hereinafter Q
referred to as "Consultant" where design services are allowed if construction costs do
not exceed , l0C sg g.
All terms and conditions of time referenced Contract for On Call professional Engineering
Services apply to the Task Order, unless the Task Order modifies an Article of the
Agreement of which will be specifically referenced in this Task Order and the
modification shall be precisely described.
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This Task Order is effective on the 16111 Day of June 2021 and shall expire 60 days after 'v`,
construction is complete. Design is anticipated to be completed within 365 calendar days
of issuance of the Notice to proceed.
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Article 11 Scope of Basic Services, Paragraph 2.1 is amended to add 2.1.1 as
follows:
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The scope of services for the Card Sound Road Resurfacing project will include-
completion of design for construction and any required SFWMD permitting for the
asphalt overlay, milling and resurfacing, and restriping of Card Sound Road ( 1 93 A) ca
from the east end of Card Sound Bridge ( 9 990) to the intersection with CR 905.
Road elevations will be evaluated and may be adjusted for sea level rise impacts,
The Design for Construction shall include, but shall not necessarily be limited to, plans
and specifications which describe all systems, elements, details, components, materials,
equipment, and other information necessary for construction. The Design for
Construction shall be accurate, coordinated and in all respects adequate for construction
and shall be in conformity, and comply, with all applicable Pave, codes, permits, and
regulations, products, equipment and materials specified for use shall be readily
available unless written authorization to the contrary is given by the County.
1.0 DESIGNDEVELOPMENT
The Consultant will evaluate existing adjacent environment and habitat and provide a
design that eliminates or minimizes impacts to the surrounding environment and habitat.
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C.6.a
2.0 CONSTRUCTION DOCUMENTS PHASE
2.1 The Consultant shall prepare, for approval by the County, Construction
Documents consisting of Drawings and Specifications setting forth in detail the
requirements for the construction of the project. Construction documents shall conform
to the standards contained in the following:
1. Florida Department of Transportation Roadway Plans Preparation
Manuals Q
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2. Florida Department of Transportation Design Standards CD
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3. Florida Department of Transportation Manual of Uniform Minimum _
Standards for Design, Construction and Maintenance for Streets and
Highways rt ip,.
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4. Florida Department of Transportation Surveying Procedure .-
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5. Florida Department of Transportation Drainage Manual c
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6. Manual on Uniform Traffic Control Devices(MUTCD)
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7. American Disabilities Act
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6. Florida Department of Transportation Flexible Pavement Design Manual 0
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g. Florida Statutes
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.2. The Consultant shall provide Drawings and applicable Technical Specifications
for the County"s review. c
2.3 Upon completion of the Construction Documents Phase, the Consultant shall
provide Construction Documents for the County's approval. Upon approval by the
County the Consultant shall provide the County up to 3 sets of Construction Docurnents
that have been signed and sealed by the Consultant. The Consultant shall also provide
an electronic version of the construction documents. The Consultant shall provide an
estimate of anticipated construction cost in accordance with the construction
development phase,
2.4 The Consultant shall assist the County in the preparation of the necessary
bidding information for the production of bidding forms, the Conditions of the Contracts,
and the forms of Agreements between the County and the Contractors by providing
supporting information as to the projects scope, bid items, estimated quantities and
6-. ® 1®Baxter ter oo man—Card Sound Road .es rff-kinProject
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C.6.a
construction duration. The County shall prepare all Bidding Forms, Conditions of the
Contract, and Forms of Agreement.
2.5 The Consultant's construction documents (plans, specifications, etc) will conform
to all codes and regulations of the federal government, county, state, municipalities,
agencies and state departments, in effect at the date of this Agreement, and shall be of
such completion as to be acceptable for review and ruling by said agencies when
permits are applied for. The Consultant shall use due care in determining permit
requirements and shall meet with regulatory agencies as necessary to coordinate Q
specific permit requirements. The Consultant shall document all meetings and
conversations with said regulatory agencies. If permits are denied for incompleteness or
for lack of following said codes or regulations, or permit requirements, then the Engineer
will conform the construction documents in such manner to receive permits upon such
plans. Work required by the Consultant to conform documents to federal, state, city,
county, or agency specifications to allow them to be approved shall be completed at no
charge or cost to the County, unless said requirements are changed during the course of Lu
the project.
2.6 The County shall be responsible for the timely submittal of all permit application
fees.
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2.7 At the 90% and 100% design phases the Consultant shall provide drawings and
other documents which depict the current status of design for the County's review and
information. The Consultant shall provide an estimate of anticipated construction costs c
and construction schedule.
2.8 As needed, the Consultant will provide clarification and answers to questions
from prospective bidders during the construction bid process. Answers will be provided
in a timely manner in order to facilitate bidding.
3.0 CONSTRUCTION DOCUMENTS PHASE REQUIREMENTS
To satisfactorily perform the Construction Documents phase requirement, the
Engineer must complete the tasks set forth in items 3.1 through 3.4. c
3.1 Construction Plans — This consists of, at a minimum, Key Sheet, Summary of
Pay Items and Quantities, Drainage Structures Map, Project Layout, Plan and Profile c
sheets, Typical Sections, Detail sheets, General Notes, Traffic Control Plan.
Construction plans shall be in accordance with FDOT Plans Preparation Manual.
3.2 Specifications — For general specifications, FDOT Specifications will be used.
Comprehensive, abbreviated methods, materials and systems descriptions in tune with
the drawings will be developed as necessary with Technical Special Provisions.
3.3 Schedules—Prepare an estimate of the Construction Time.
3.4 Estimate of Construction Cost — Estimate of anticipated cost in accordance
with the Construction Documents.
6-16-21 —Baxter&Woodman—Card Sound Road Resurfacing Project-3
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C 6.a
4.0 CONSTRUCTIONT
Contemporaneously with the submission of the Design, the Consultant shall submit to
the County in writing its final Opinion of Probable Construction Cost ( ) for
constructing the Project. Once submitted, the final anticipated price estimate shall be
adjusted by the Consultant to reflect any increase or decrease in anticipated price
resulting frorn a change in Design.
4.1 The Construction Cost shall be the total estimated bid cost to the County of all
elements of the Project designed or specified by the Consultant. a,
4.2 The Construction Cost shall incWe the cost at current market rates of labor and
materials and Equipment designed, specified, selected or specially provided for by the �
Consultant, plans a reasonable allowance for(contractor's overhead and profit.
4.3 Construction cost does not include the compensation of the Consultant and the Lu
scab-consultants, the costs of land, rights-of-way, financing or other costs which are the
responsibility of the County.
5.0 CONSTRUCTION PHASE
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.1 The Consultant shall review and approve or take other appropriate action capon
Contractor submittals and requests for information. The Consultant's action shall be
taken with such reasonable promptness as to cause no delay in theContractor's Work or o
in construction by the Count 's own forces, while allowing sufficient time in the
onsu tant's professional judgment to permit adequate review. In general, said review
and action shall be completed in 10 working days from receipt of a shop drawing
submittal„ excluding resubmittals. Review of such submittals is not conducted for the w
purpose of determining the accuracy and completeness of other details such as
dimensions and quantities or for substantiating instructions for installation or
performance of e nnipment or systems designed by the Contractors, all of which remain
the responsibility of the Contractors to the extent required by the Contract Documents.
The Consultant's review shall not constitute approval of safety precautions or, unless
otherwise specifically staffed by the Consultant, of construction means, methods,
techniques, sequences, or procedures.
.2 The Consultant will provide answers to Requests for lrnformation (RRs) from the o
Contractor, as needed during construction and will implement any required platy
revisions.
6.3 The Consultant shall, without additional compensation, prompfly correct any
errors, omissions, deficiencies, or conflicts in the work product of the Consultant or its
consultants or both.
6.4 The Consultant must reirriburse the County for any "added costs" paid by the
County for additional construction cost that were incurred as a direct result of any error,
omission, deficiency, or conflict in the work product of the Consultant, its consultants, or
both. "Added costs" is defined as the cost incurred from any additional work required on
the project that was necessitated solely by time error, omission, deficiency or conflict in
the work product. The added cost is limited to the increase to the construction coast for
additional work and does not include casts that are normally incurred as part of the
16-21 —Baxter& Woodman—Card Sound toad Resurfacing Project-4
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C.6.a
project or would have been incurred had no error, omission or deficiency occurred, and
addressed by a change order of already established unit costs. The Consultant shall not
e held responsible for additional deficiencies found due to a delay in the construction of
the project or for those hidden deficiencies that cold not reasonably be determined
through a review of current field conditions by the Consultant or subconsultants.
6.5 The Consultant shall furnish to the County„ upon project completion„ the
following;
a 2 sets of I 1„ 17"signed and sealed record Drawings
sets of final documentation �
0 1 set of final as built CADD and p f files on CD including a table of
drainage structures with CAPS coordinates labeled for each
structure
The Consultant's Engineer of Record in responsible charge of the project's design
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shall professionally endorse/certify the record prints, the special provisions and all
reference and support documents.
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&S The Consultant wili attend time pre-construction meeting and as needed, attend
the periodic construction progress meetings,
Article I`ll, Paragraph 7.1 is amended to include the following:
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The Consultant shall be paid monthly for time and expenses based on hourly
rates/irnes eets and lump sum amounts (as rioted below), in accordance with the On
Call Agreement rates, in the following Maximum Not to Exceed amount of
1 1, 4 . .
Task 1: Data Collection, Survey&Preliminary Design Evaluation $19,600 0
Task 2: Design and Plans Preparation $77,860
Task : Environmental Resource Permitting $4,526
Task 4. General Engineering Services During
Construction $22,915.00
0
Task : /Meetings, Project Management and Quality Control $26,026.00
Reimbursable Expenses Estimate —M-M-0-00
Subtotal Prime Consultant
1 1, 1i
ubconsultants:
Geo ec nical butting Engineers(lump sum) $16,400.00
Environmental- SWC, Inc. (lump sum) $6,600.00ti
Survey—Avirorn &Associates (lump sum) $7,380.00
Total (Not to Exceed) 1 , .
Article IX Miscellaneous, Paragraph 9.29 federal Highway Administration m
Requirements do not apply to this project, �
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C.6.a
IN WITNESS WHEREOF, each party caused the Task Order to be executed by its duly "fir
authorized representative. '
Consultant Witness: ®- w a UA -
BAXTER&WOODMAN, INC.
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Signature Date Signature Daa
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Title 'v',
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(SEAL) BOARD OF COUNTY COMMISSIONERS
Attest: Kevin Madok, Clerk OF MONROE COUNTY, FLORIDA
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By: ................_....... e_ �. _— by: .
As Deputy Clerk Mayor/Chairman
Date:
NIONROECOUNTY ATTORNEY U
�P spnR v�D As To�a a:
CHRISTME LIMBERT•BARROWS
ASSISTANT C0g/Nj'ff RNEY
DATE. ��������JJ
6-16-21—Baxter&Woodman—Card Sound Road Resurfacing Project-6
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pC0,1 COURT,
��S pM GLi04E•• Kevin Madok, cPA
.. .... Clerk of the Circuit Court& Comptroller—Monroe County, Florida
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DATE: September 26, 2019
TO: Judilli Clarke, PE, Director
Engineering/Roads &Bridges
ATTN: Debra London
Project Manager
FROM: Pamela G. Hancoc .C.
SUBJECT: September 18'BOCC Meeting
Attaclied is an electronic copy of the following item for your handling:
C8 1"Amendment to die Agreement for On Call Professional Engineering Services, for a
name cliange from Mathews Consulting, a Baxter&Woodman Company to Baxter&Woodman, e
Inc.
Should you have any questions, please feel free to contact me at(305) 292-3550.
X
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cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING
500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road
Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plan
305-294-4641 305-289-6027 305-852-7145 305- Packet Pg. 144
C.6.b
AMENDMENT 1 TO AGREEMENT
This Amendment l is entered into this 18th day of September 2019, by and between Monroe
County,a political subdivision of the State of Florida, hereafter COUNTY,and Baxter&Woodman,Inc.,
formerly doing business as Mathews Consulting a Baxter&Woodman Company, an Illinois corporation,
whose address is 8678 Ridgefield Road, Crystal Lake, IL 60012, and whose Florida principal address is:
477 S. Rosemary Ave, Suite 330, West Palm Beach, FL 33401 with a local address of 1111 12"' Street,
Suite 310E,Key West, FL 33040.
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WHEREAS,on January 17, 2018,the COUNTY and Mathews Consulting a Baxter&Woodman
Company, a factious name registered with the Florida Department of State Division of Corporations under
Baxter and Woodman, Inc., entered into a contract for On Call Professional Engineering Services
("Agreement");and ,
WHEREAS, the COUNTY received notice on August 26, 2019 that Mathews Consulting a
Baxter & Woodman Company had formally changed their name to Baxter & Woodman, Inc. effective
August 1,2019;and
WHEREAS, in order to acknowledge the name change the Agreement will be amended to
replace the name of "Mathews Consulting a Baxter& Woodman Company" with "Baxter& Woodman
Inc."; and o
WHEREAS, Baxter & Woodman, Inc., as the owner of the fictitious name of Mathews
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Consulting a Baxter & Woodman Company, operates under the same FEVEIN Number and there are
otherwise no other changes that will affect the Agreement;
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Now therefore, in consideration of the mutual promises of the original agreement as amended
herein,.the parties agree as follows:
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1. The CONSULTANT name shall be amended from "Mathews Consulting a Baxter &
Woodman Company"to"Baxter&Woodman,Inc. "
2. Section 2.3 -Notice requirement shall be updated to reflect the following changes:
Rebecca Travis,P.E.
Baxter&Woodman,Inc.
477 S. Rosemary Avenue, Suite 330
West Palm Beach,FL 33401
3. Section 6.1 — Personnel shall be updated to reflect the following changes: The
CONSULTANT shall assign only qualified personnel, as demonstrated through resumes
submitted at project proposal,to perform any service concerning the project.
4. The remaining provisions of the agreement dated January 17,2018,not inconsistent herewith, e
remain in full force and effect.
Mathews/Baxter&Woodman Amendment 1 Name Change
September 18,2019
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C.6.b
5 BE
BOARD OF COUNTY COMMISSIONERS
0 EVIN MADOK,Clerk OF MONROE COUNTY, FLORIDA
BY— By:
Deputy Clerk Mayor/Chairman
MONROE COUNTY ATTORNEY
ran, M
CHRISTINE LIMBERT BARROWS
ASSISTANT OU11 y ATTORNEY
DATE: �
;\ AO':: Baxter& Woodman, Inc. 0 AP
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BY Signature
Signature—
Jason Pugsley,%cv 'resident Rebecca Traver Vice President
Printed Name/Title Print Nam tle
Date:
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Mathews/Baxter&Woodman Amendment I Name Change
September 18,2019
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C.6.b
AC® CERTIFICATE OF LIABILITY INSURANCE
�A�,��YYYY,
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THiS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the pollcy(les)must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED,subject to the terra and conditions of the poilcy,certain policies may require an andorsoment. A statement on
this certificate does not confer rights to the certificate holder in llou of such endomement(s).
PRODUCER CONIACT
NAME:
RSC Insurance Brokerage,Inc. PHONE
No.
650 Dundee Road
ADDRESS:
Suite 170 INSURER(S)AFFORDING COVERAGE NAIC/
Northbrook IL BD062 INSURE.RA: Valley Fame Ins Cc 2D508
INSURED INSURERS: ContinentallnsuranwCo
Baxter&Woodman,Inc eisuRERc. Continental Casuatty Company
477 S.Rosemary Avenue INSURER D
Suite 330
INSURER E
West Palm Beach FL 33401 INSURER F:
COVERAGES CERTIFICATE NUMBER: C1.19813268B9 REVISION NUMBER:
CD
THIS)S TO CERTIFY THATT14E POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWFTHSTANDINGANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECTTO WHICH THIS UJI
CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
AWL DUSK POUCY EFF
Lm TYPE OF INSURANCE POLICY NUMBER iib Limns W
COM►rERCIAL METAL UADH ITY 1,0D0,000
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CLAIMS4gADE ®OCCUR Elfi 5 Esoay S 1,0DO,00D ru
primary/non Contributory MED EXP one S 15,000
A X subject to written contract 6045872351 01101/2019 0110112D20 PERSONALS ADV INJURY S 1,000,0DO
GENIAGGREGATE JMrsAPPJEs PER: GENERALAGGREGATE f
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POLICY®JECT 0 LOC PRODUCM-COMPIOPAGG S 2,000,000 0
OTHER. S
AUTOM013ME LIABILITY � �i lI f 1,000,ODU
ANY AUTO BODILY INJURY(Per person) S
A OWNED SCHEDULED GNS872348 01/0112019 01/0112020 BODILYIJURY(Pars l) S
AUTOS ONLY AUTOS
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UMBRELLA UAB OCCUR EACH OCCURRENCE f 5,000,000 0)
B EXCESS I" CLAJMS-MADE 8045872365 01/01/2019 0110MOM AGGREGATE S 5,000,000
DED RETENTION S s
WORKERS COMPENSATION PEAA R
AND EMPLOYERS'LIABILITY
C ANY PROPRIETORIPARTNEIUEXECUTNE Y❑ NIA 8045B723T9 01/01/2019 01/0112D20 E.L EACH ACCIDENT s 1,OOD,000
OFFICERIMEMBER EXCLUDED?
(Myyaeen��d+wry In NH) EL DISEASE-EA EMPLOYEE S 1,000,000
IOESCRIPTION OF OPERATrONS beiav EL DISEASE-POLICY UMrT S 1.ODO-000 0)
Professional Liability Per Claim 5,000,000
G AEH591900841 01/0112019 01101/2020 Aggregate 5,000.000
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DESCRIPTION OF OPERATIONS r LOCATIONS)VEHICLES(ACORD 1®1,AddlUwlel Remarks SchaduN.Duty bs aawdwd Ifni"space h t* Wmd)
Monroe County Is included as addl8onal Insurd per blanket endorsement as respect GUAuto,subject to written contract requiring some. 06
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CERTIFICATE HOLDER CANcEL1ATioN
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN
Monroe County Board of County Commissioners ACCORDAKCE WiTH THE POLICY PROVISIONS.
1100 Simonton Street
AUTHDRUtEDPEPRESENTATIVE
Key West FL 33040 �j�� C "s---•
01988-2016 ACORD CORPORATION. All rights{reserved.
ACORD 26(2016103) The ACORD name and logo are registered marks of ACORD
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AGREEMENT FOR
ON CALL PROFESSIONAL ENGINEERING SERVICES
This Agreement ("Agreement") made and entered into this 1day of
W , 20 by and between Monroe County, a political subdivision of the State in
of Florida, Whose address is 1100 Simonton Street, Key West, Florida, 33040, its
successors and assigns, hereinafter referred to as "COUNTY," through the Monroe County
Board of County Commissioners ("BOCC"),
AND
Mathews Consulting, a Baxter&Woodman, Inc. company , is a foreign corporation
of the State of Illinois, authorized to do business in the State of Florida, whose address is LU
1111 12th Street Suite 310E, Key West, Florida 33040 its successors and assigns,
hereinafter referred to as "CONSULTANT", or"CONTRACTOR". v,
WITNESSETH:
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WHEREAS, COUNTY desires to employ the professional engineering services of
CONSULTANT for various County Projects located in Monroe County, Florida; and
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WHEREAS, CONSULTANT has agreed to provide professional services for miscellaneous
projects in which construction costs do not exceed $2,000,000.00, for study activity if the fee
for professional services for each individual study under the contract does not exceed co
$200,000.00.
The professional services required by this Contract will be for services in the form of a
continuing contract, commencing the effective date of this agreement and ending four (4)
years thereafter, with options for the County to renew for one additional 1 year period.
Specific services will be performed pursuant to individual Task Orders issued by the
COUNTY and agreed to by the CONSULTANT. Task Orders will contain specific scope of
work, time schedule, charges and payment conditions, and additional terms and conditions y
that are applicable to such Task Orders.
Execution of a Task Order by the COUNTY or County Administrator and the CONSULTANT
constitutes the COUNTY's written authorization to CONSULTANT to proceed with the
services described in the Task Order.
The terms and conditions of this Agreement shall apply to each Task Order, except to the
extent expressly modified. When a Task Order is to modify a provision of this Agreement,
the Article of this Agreement to be modified will be specifically referenced in the Task Order
and the modification shall be precisely described.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements stated herein, and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, COUNTY and CONSULTANT agree as follows:
1-
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C.6.c
FORM OF AGREEMENT
ARTICLE 1
REPRESENTATIONS AND WARRANTIES
By executing this Agreement, CONSULTANT makes the following express representations
and warranties to the COUNTY:
1.1 The CONSULTANT shall maintain all necessary licenses, permits or other
authorizations necessary to act as CONSULTANT for the Project until the
CONSULTANT'S duties hereunder have been fully satisfied.
1.2 The CONSULTANT has become familiar with the Project site and the local
conditions under which the Work is to be completed.
1.3 The CONSULTANT shall prepare all documents required by this Agreement
including, but not limited to, all contract plans and specifications, in such a manner
that they shall be in conformity and comply with all applicable law, codes and
regulations. The CONSULTANT warrants that the documents prepared as a part of c
this Contract will be adequate and sufficient to accomplish the purposes of the
Project, therefore, eliminating any additional construction cost due to missing or
incorrect design elements in the contract documents.
1.4 The CONSULTANT assumes full responsibility to the extent allowed by law with
regards to its performance and those directly under its employ. co
1.5 The CONSULTANT'S services shall be performed as expeditiously as is consistent
with professional skill and care and the orderly progress of the Project. In providing
all services pursuant to this Agreement, the CONSULTANT shall abide by all ca
statutes, ordinances, rules and regulations pertaining to, or regulating the provisions
of such services, including those now in effect and hereinafter adopted. Any violation ,
of said statutes, ordinances, rules and regulations shall constitute a material breach
of this Agreement and shall entitle the Board to terminate this contract immediately
upon delivery of written notice of termination to the CONSULTANT.
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1.6 At all times and for all purposes under this Agreement the CONSULTANT is an y
independent contractor and not an employee of the Board of County Commissioners
for Monroe County. No statement contained in this Agreement shall be construed so
as to find the CONSULTANT or any of its employees, contractors, servants, or
agents to be employees of the Board of County Commissioners for Monroe County.
1.7 The CONSULTANT shall not discriminate against any person on the basis of race,
creed, color, national origin, sex, age, or any other characteristic or aspect which is
not job related, in its recruiting, hiring, promoting, terminating, or any other area
affecting employment under this Agreement or with the provision of services or
goods under this Agreement.
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ARTICLE II
SCOPE OF BASIC SERVICES
2.1 SCOPE OF WORK
The CONSULTANT will perform for the COUNTY services as described in individual Task
Orders in accordance with the requirements outlined in the Agreement and the specific Task
Order.
2.2 CORRECTION OF ERRORS, OMISSIONS, DEFICIENCIES
The CONSULTANT shall, without additional compensation, promptly correct any errors,
omissions, deficiencies, or conflicts in the work product of the CONSULTANT or its
subconsultants, or both.
2.3 NOTICE REQUIREMENT
All written correspondence to the COUNTY shall be dated and signed by an authorized
representative of the CONSULTANT. Any notice required or permitted under this
Agreement shall be in writing and hand delivered or mailed, postage pre-paid, to the
appropriate party by certified mail, return receipt requested, to the following:
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For the County:
Ms. Judith Clarke, P.E.
Director of Engineering Services
Monroe County co
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1100 Simonton Street, Room 2-216
Key West, Florida 33040
And: Mr. Roman Gastesi, Jr. Lu
Monroe County Administrator Lu
1100 Simonton Street, Room 2-205
Key West, Florida 33040
For the Consultant:
Mark Dachsteiner, P.E. ca
Mathews Consulting, a Baxter&Woodman Company
1111 — 12�' Street, Suite 310E
Key West, FL 33040
ARTICLE III
ADDITIONAL SERVICES
3.1 Additional services are services not included in the Scope of Basic Services. Should
the COUNTY require additional services they shall be paid for by the COUNTY at
rates or fees negotiated at the time when services are required, but only if approved
by the COUNTY before commencement.
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3.2 If Additional Services are required, the COUNTY shall issue a letter requesting and
describing the requested services to the CONSULTANT. The CONSULTANT shall
respond with a fee proposal to perform the requested services. Only after receiving
an amendment to the Agreement and a notice to proceed from the COUNTY, shall
the CONSULTANT proceed with the Additional Services.
ARTICLE IV
COUNTY'S RESPONSIBILITIES
4.1 The COUNTY shall provide full information regarding requirements for the Project
including physical location of work, county maintained roads, and maps.
4.2 The COUNTY shall designate a representative to act on the COUNTY's behalf with
respect to the Project. The COUNTY or its representative shall render decisions in a
timely manner pertaining to documents submitted by the CONSULTANT in order to
avoid unreasonable delay in the orderly and sequential progress of the
CONSULTANT'S services.
4.3 Prompt written notice shall be given by the COUNTY and its representative to the
CONSULTANT if they become aware of any fault or defect in the Project or non- c
conformance with the Agreement Documents. Written notice shall be deemed to
have been duly served if sent pursuant to paragraph 2.3.
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4.4 The COUNTY shall furnish the required information and services and shall render
approvals and decisions as expeditiously as necessary for the orderly progress of
the CONSULTANT'S services and work of the contractors. co
4.5 The COUNTY's review of any documents prepared by the CONSULTANT or its
subconsultants shall be solely for the purpose of determining whether such
documents are generally consistent with the COUNTY's criteria, as, and if, modified.
No review of such documents shall relieve the CONSULTANT of responsibility for
the accuracy, adequacy, fitness, suitability, or coordination of its work product. ,
4.6 The COUNTY shall provide copies of necessary documents required to complete the
work.
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4.7 Any information that may be of assistance to the CONSULTANT that the COUNTY
has immediate access to will be provided as requested.
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ARTICLE V
INDEMNIFICATION AND HOLD HARMLESS
5.1 The CONSULTANT covenants and agrees to indemnify and hold harmless
COUNTY/Monroe County and Monroe County Board of County Commissioners, its
officers and employees from liabilities, damages, losses and costs, including but
not limited to, reasonable attorneys' fees, to the extent caused by the negligence,
recklessness, or intentional wrongful conduct of the CONSULTANT,
subcontractor(s) and other persons employed or utilized by the CONSULTANT in
the performance of the contract.
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5.2 The first ten dollars ($10.00) of remuneration paid to the CONSULTANT is for the
indemnification provided for above. The extent of liability is in no way limited to,
reduced, or lessened by the insurance requirements contained elsewhere within
this Agreement. Should any claims be asserted against the COUNTY by virtue of
any deficiency or ambiguity in the plans and specifications provided by the
CONSULTANT, the CONSULTANT agrees and warrants that it shall hold the
COUNTY harmless and shall indemnify it from all losses occurring thereby and
shall further defend any claim or action on the COUNTY'S behalf.
5.3 In the event the completion of the project(to include the work of others) is delayed or
suspended as a result of the CONSULTANT'S failure to purchase or maintain the
required insurance, the CONSULTANT shall indemnify COUNTY from any and all
increased expenses resulting from such delays. Should any claims be asserted
against COUNTY by virtue of any deficiencies or ambiguity in the plans and
specifications provided by the CONSULTANT the CONSULTANT agrees and
warrants that CONSULTANT will hold the COUNTY harmless and shall indemnify it
from all losses occurring thereby and shall further defend any claims or action on the
COUNTY'S behalf. N
5.4 The extent of liability is in no way limited to, reduced or lessened by the insurance
requirements contained elsewhere within the Agreement. c
5.5 This indemnification shall survive the expiration or early termination of the
Agreement. c
ARTICLE VI
PERSONNEL co
6.1 PERSONNEL
The CONSULTANT shall assign only qualified personnel to perform any service concerning
the project. At the time of execution of this Agreement, the parties anticipate that the
following named individuals will perform those functions as indicated:
NAME FUNCTION y
Mark Dachsteiner, P.E. Project Manager
Dave Mathews, P.E. Project Director
Aaron Cutler, G.C. Construction Manager
Rebecca Travis, P.E. Stormwater Engineer
Uri Aszodi, P.E. Transportation Engineer
Tom English, P.L.S Surveyor
So long as the individuals named above remain actively employed or retained by the
CONSULTANT, they shall perform the functions indicated next to their names. If they are
replaced the CONSULTANT shall notify the COUNTY of the change immediately.
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ARTICLE VII
COMPENSATION
7.1 PAYMENT SUM
7.1.1 The COUNTY shall pay the CONSULTANT in current funds for the CONSULTANT'S
performance of this Agreement based on rates negotiated and agreed upon and
shown in Attachment A.
7.2 PAYMENTS
7.2.1 For its assumption and performances of the duties, obligations, and responsibilities
set forth herein, the CONSULTANT shall be paid monthly. Payment will be made
pursuant to the Local Government Prompt Payment Act 218.70, Florida Statutes.
(A) If the CONSULTANT'S duties, obligations and responsibilities are materially
changed by amendment to this Agreement after execution of this Agreement, a
compensation due to the CONSULTANT shall be equitably adjusted, either
upward or downward;
(B) As a condition precedent for any payment due under this Agreement, the
CONSULTANT shall submit monthly, unless otherwise agreed in writing by c
the COUNTY, a proper invoice to COUNTY requesting payment for services
properly rendered and reimbursable expenses due hereunder. The
CONSULTANT'S invoice shall describe with reasonable particularity the
service rendered. The CONSULTANT'S invoice shall be accompanied by co
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such documentation or data in support of expenses for which payment is
sought as the COUNTY may require.
7.3 REIMBURSABLE EXPENSES
7.3.1 Reimbursable expenses include expenses incurred by the CONSULTANT in the '
interest of the project:
a. Expenses of transportation submitted by CONSULTANT, in writing, and living
expenses in connection with travel authorized by the COUNTY, in writing, but
only to the extent and in the amounts authorized by Section 112.061, Florida y
Statutes; and
b. Cost of reproducing maps or drawings or other materials used in performing the
scope of services; and
c. Postage and handling of reports.
7.4 BUDGET
7.4.1 The CONSULTANT may not be entitled to receive, and the COUNTY is not
obligated to pay, any fees or expenses in excess of the amount budgeted for this
contract in each fiscal year (October 1 - September 30) by COUNTY's Board of
County Commissioners. The budgeted amount may only be modified by an
affirmative act of the COUNTY's Board of County Commissioners.
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7.4.2 The COUNTY's performance and obligation to pay under this Agreement is
contingent upon an annual appropriation by the Board of County Commissioners
and the approval of the Board members at the time of contract initiation and its
duration.
ARTICLE VIII
INSURANCE
8.1 The CONSULTANT shall obtain insurance as specified and maintain the required
insurance at all times that this Agreement is in effect. In the event the completion of
the project (to include the work of others) is delayed or suspended as a result of the
CONSULTANT'S failure to purchase or maintain the required insurance, the
CONSULTANT shall indemnify the COUNTY from any and all increased expenses
resulting from such delay.
8.2 The coverage provided herein shall be provided by an insurer with an A.M. Best
rating of VI or better, that is licensed to business in the State of Florida, and that has a
an agent for service of process within the State of Florida. The coverage shall
contain an endorsement providing sixty (60) days notice to the COUNTY prior to any
cancellation of said coverage. Said coverage shall be written by an insurer
acceptable to the COUNTY and shall be in a form acceptable to the COUNTY.
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8.3 CONSULTANT shall obtain and maintain the following policies:
A. Workers' Compensation insurance as required by the State of Florida, sufficient
to respond to Florida Statute, Chapter 440. co
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B. Employers Liability Insurance with limits of One Million Dollars ($1,000,000.00)
per Accident, One Million Dollars ($1,000,000.00) Disease, policy limits, One
Million Dollars ($1,000,000.00) Disease each employee.
C. Comprehensive business automobile and vehicle liability insurance covering '
claims for injuries to members of the public and/or damages to property of others
arising from use of motor vehicles, including onsite and offsite operations, and y
owned, hired or non-owned vehicles, with One Million Dollars ($1,000,000.00)
combined single limit and One Million Dollars ($1,000,000.00) annual aggregate.
D. Commercial general liability, including Personal Injury Liability, covering claims
for injuries to members of the public or damage to property of others arising out
of any covered act or omission of the CONSULTANT or any of its employees,
agents or subcontractors or subconsultants, including Premises and/or
Operations, Products and Completed Operations, Independent Contractors;
Broad Form Property Damage and a Blanket Contractual Liability Endorsement
with One Million Dollars ($1,000,000.00) per occurrence and annual aggregate.
An Occurrence Form policy is preferred. If coverage is changed to or provided
on a Claims Made policy, its provisions should include coverage for claims filed
on or after the effective date of this contract. In addition, the period for which
claims may be reported must extend for a minimum of forty-eight (48) months
following the termination or expiration of this contract.
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E. Professional liability insurance of One Million Dollars ($1,000,000.00) per
occurrence and Two Million Dollars ($2,000,000.00) annual aggregate. If the
policy is a "claims made" policy, CONSULTANT shall maintain coverage or
purchase a "tail" to cover claims made after completion of the project to cover
the statutory time limits in Chapter 95 of the Florida Statutes.
F. COUNTY shall be named as an additional insured with respect to
CONSULTANT'S liabilities hereunder in insurance coverages identified in
Paragraphs C and D.
G. CONSULTANT shall require its subconsultants to be adequately insured at least 0)
to the limits prescribed above, and to any increased limits of CONSULTANT if so
required by COUNTY during the term of this Agreement. COUNTY will not pay
for increased limits of insurance for subconsultants. a
H. CONSULTANT shall provide to the COUNTY certificates of insurance or a copy
of all insurance policies including those naming the COUNTY as an additional
insured. The COUNTY reserves the right to require a certified copy of such
policies upon request.
I. If the CONSULTANT participates in a self-insurance fund, a Certificate of
Insurance will be required. In addition, the CONSULTANT may be required to
submit updated financial statements from the fund upon request from the
COUNTY. C
ARTICLE IX �?
MISCELLANEOUS co
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9.1 SECTION HEADINGS
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Section headings have been inserted in this Agreement as a matter of convenience
of reference only, and it is agreed that such section headings are not a part of this Lu
Agreement and will not be used in the interpretation of any provision of this
Agreement.
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9.2 OWNERSHIP OF THE PROJECT DOCUMENTS
The documents prepared by the CONSULTANT for this Project belong to the
COUNTY and may be reproduced and copied without acknowledgement or
permission of the CONSULTANT.
9.3 SUCCESSORS AND ASSIGNS
The CONSULTANT shall not assign or subcontract its obligations under this
agreement, except in writing and with the prior written approval of the Board of
County Commissioners for Monroe County and the CONSULTANT, which approval
shall be subject to such conditions and provisions as the Board may deem
necessary. This paragraph shall be incorporated by reference into any assignment
or subcontract and any assignee or subcontractor shall comply with all of the
provisions of this agreement. Subject to the provisions of the immediately preceding
sentence, each party hereto binds itself, its successors, assigns and legal
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representatives to the other and to the successors, assigns and legal
representatives of such other party.
9.4 NO THIRD PARTY BENEFICIARIES
Nothing contained herein shall create any relationship, contractual or otherwise, with
or any rights in favor of, any third party.
9.6 TERMINATION Q
A. In the event that the CONSULTANT shall be found to be negligent in any aspect
of service, the COUNTY shall have the right to terminate this agreement after
five (5) days' written notification to the CONSULTANT.
B. Either of the parties hereto may cancel this Agreement without cause by giving
the other party sixty (60) days' written notice of its intention to do so.
9.6 CONTRACT DOCUMENTS
C
This Agreement consists of the Request for Proposals, any addenda, the Form of
Agreement (Articles I-IX), the CONSULTANT'S response to the RFQ, the
documents referred to in the Form of Agreement as a part of this Agreement, and
attachments A, B, and C, and modifications made after execution by written
amendment. In the event of any conflict between any of the Contract documents,
the one imposing the greater burden on the CONSULTANT will control. �?
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9.7 PUBLIC ENTITIES CRIMES
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 contracts to provide any
goods or 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 Section 287.017 of the Florida Statutes, for
CATEGORY TWO for a period of thirty-six (36) months from the date of being v,
placed on the convicted vendor list.
By signing this Agreement, CONSULTANT represents that the execution of this
Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida
Statutes). Violation of this section shall result in termination of this Agreement and
recovery of all monies paid hereto, and may result in debarment from COUNTY's
competitive procurement activities.
In addition to the foregoing, CONSULTANT further represents that there has been
no determination, based on an audit, that it or any subconsultant has committed an
act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it
has not been formally charged with committing an act defined as a "public entity
crime" regardless of the amount of money involved or whether CONUSULTANT has
been placed on the convicted vendor list.
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CONSULTANT will promptly notify the COUNTY if it or any subcontractor or
subconsultant is formally charged with an act defined as a "public entity
crime" or has been placed on the convicted vendor list.
9.8 MAINTENANCE OF RECORDS
CONSULTANT shall maintain all books, records, and documents directly pertinent to
performance under this Agreement in accordance with generally accepted
accounting principles consistently applied. Records shall be retained for a period of
five (5) years from the termination of this Agreement. Each party to this Agreement 0)
or its authorized representatives shall have reasonable and timely access to such
records of each other party to this Agreement for public records purposes during the
term of the Agreement and for four (4) years following the termination of this
Agreement. If an auditor employed by the COUNTY or Clerk determines that E
monies paid to CONSULTANT pursuant to this Agreement were spent for purposes
not authorized by this Agreement, or were wrongfully retained by the
CONSULTANT, the CONSULTANT shall repay the monies together with interest
calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the
monies were paid by the COUNTY.
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9.9 GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES
This Agreement shall be governed by and construed in accordance with the laws of c
the State of Florida applicable to contracts made and to be performed entirely in the
State. In the event that any cause of action or administrative proceeding is instituted
for the enforcement or interpretation of this Agreement, COUNTY andco
CONSULTANT agree that venue shall lie in the 16"' Judicial Circuit, Monroe County,
Florida, in the appropriate court or before the appropriate administrative body. This
agreement shall not be subject to arbitration. Mediation proceedings initiated and
conducted pursuant to this Agreement shall be in accordance with the Florida Rules
of Civil Procedure and usual and customary procedures required by the circuit court
of Monroe County.
9.10 SEVERABILITY
If any term, covenant, condition, or provision of this Agreement (or the application
thereof to any circumstance or person) shall be declared invalid or unenforceable to
any extent by a court of competent jurisdiction, the remaining terms, covenants,
conditions and provisions of this Agreement, shall not be affected thereby; and each
remaining term, covenant, condition and provision of this Agreement shall be valid
and shall be enforceable to the fullest extent permitted by law unless the
enforcement of the remaining terms, covenants, conditions, and provisions of this
Agreement would prevent the accomplishment of the original intent of this
Agreement. The COUNTY and CONSULTANT agree to reform the Agreement to
replace any stricken provision with a valid provision that comes as close as possible
to the intent of the stricken provision.
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9.11 ATTORNEY'S FEES AND COSTS
The COUNTY and CONSULTANT agree that in the event any cause of action or
administrative proceeding is initiated or defended by any party relative to the
enforcement or interpretation of this Agreement, the prevailing party shall be entitled
to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses,
as an award against the non-prevailing party, and shall include attorney's fees,
courts costs, investigative, and out-of-pocket expenses in appellate proceedings.
9.12 BINDING EFFECT
The terms, covenants, conditions, and provisions of this Agreement shall bind and
inure to the benefit of the COUNTY and CONSULTANT and their respective legal
representatives, successors, and assigns. E
9.13 AUTHORITY
Each party represents and warrants to the other that the execution, delivery, and
performance of this Agreement have been duly authorized by all necessary County
and corporate action, as required by law. c
9.14 CLAIMS FOR FEDERAL OR STATE AID
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CONSULTANT and COUNTY agree that each shall be, and is, empowered to apply
for, seek, and obtain federal and state funds to further the purpose of this
Agreement; provided that all applications, requests, grant proposals, and funding
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solicitations shall be approved by each party prior to submission.
9.15 ADJUDICATION OF DISPUTES OR DISAGREEMENTS
COUNTY and CONSULTANT agree that all disputes and disagreements shall be
attempted to be resolved by meet and confer sessions between representatives of
each of the parties. If the issue or issues are still not resolved to the satisfaction of
the parties, then any party shall have the right to seek such relief or remedy as may
be provided by this Agreement or by Florida law. This Agreement is not subject to y
arbitration. The CONSULTANT and COUNTY staff shall try to resolve the claim or
dispute with meet and confer sessions to be commenced within fifteen (15) days of
the dispute or claim. Any claim or dispute that the parties cannot resolve shall be
decided by the Circuit Court, 16th Judicial Circuit, Monroe County, Florida.
9.16 COOPERATION
In the event any administrative or legal proceeding is instituted against either party
relating to the formation, execution, performance, or breach of this Agreement,
COUNTY and CONSULTANT agree to participate, to the extent required by the
other party, in all proceedings, hearings, processes, meetings, and other activities
related to the substance of this Agreement or provision of the services under this
Agreement. COUNTY and CONSULTANT specifically agree that no party to this
Agreement shall be required to enter into any arbitration proceedings related to this
Agreement.
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9.17 NONDISCRIMINATION
CONSULTANT and COUNTY agree that there will be no discrimination against any
person, and it is expressly understood that upon a determination by a court of
competent jurisdiction that discrimination has occurred, this Agreement automatically
terminates without any further action on the part of any party, effective the date of
the court order. CONSULTANT or COUNTY agrees to comply with all Federal and
Florida statutes, and all local ordinances, as applicable, relating to
nondiscrimination. These include but are not limited to: 1) Title VII of the Civil
Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race,
color or national origin; 2) Title IX of the Education Amendment of 1972, as
amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on
the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20
USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age
Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits
discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of
1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug
abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment N
and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to
nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health
Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as C
amended, relating to confidentiality of alcohol and drug abuse patient records; 8)
Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to
nondiscrimination in the sale, rental or financing of housing; 9) The Americans with C
Disabilities Act of 1990 (42 USC s. 1201 Note), as may be amended from time to
time, relating to nondiscrimination on the basis of disability; 10) Monroe County
Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color,
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sex, religion, national origin, ancestry, sexual orientation, gender identity or
expression, familial status or age; 11) Any other nondiscrimination provisions in any
Federal or state statutes which may apply to the parties to, or the subject matter of,
this Agreement.
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9.18 COVENANT OF NO INTEREST Lu
CONSULTANT and COUNTY covenant that neither presently has any interest, and
shall not acquire any interest, which would conflict in any manner or degree with its y
performance under this Agreement, and that only interest of each is to perform and
receive benefits as recited in this Agreement.
9.19 CODE OF ETHICS
COUNTY agrees that officers and employees of the COUNTY recognize and will be
required to comply with the standards of conduct for public officers and employees
as delineated in Section 112.313, Florida Statutes, regarding, but not limited to,
solicitation or acceptance of gifts; doing business with one's agency; unauthorized
compensation; misuse of public position; conflicting employment or contractual
relationship; and disclosure or use of certain information.
9.20 NO SOLICITATION/PAYMENT
The CONSULTANT and COUNTY warrant that, in respect to itself, it has neither
employed nor retained any company or person, other than a bona fide employee
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working solely for it, to solicit or secure this Agreement and that it has not paid or
agreed to pay any person, company, corporation, individual, or firm, other than a
bona fide employee working solely for it, any fee, commission, percentage, gift, or
other consideration contingent upon or resulting from the award or making of this
Agreement. For the breach or violation of the provision, the CONSULTANT agrees
that the COUNTY shall have the right to terminate this Agreement without liability
and, at its discretion, to offset from monies owed, or otherwise recover, the full
amount of such fee, commission, percentage, gift, or consideration.
9.21 PUBLIC ACCESS.
Public Records Compliance. Contractor must comply with Florida public records
laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of
article I of the Constitution of Florida. The County and Contractor shall allow and
permit reasonable access to, and inspection of, all documents, records, papers,
letters or other "public record" materials in its possession or under its control subject
to the provisions of Chapter 119, Florida Statutes, and made or received by the
County and Contractor in conjunction with this contract and related to contract N
performance. The County shall have the right to unilaterally cancel this contract
upon violation of this provision by the Contractor. Failure of the Contractor to abide
by the terms of this provision shall be deemed a material breach of this contract and c
the County may enforce the terms of this provision in the form of a court proceeding
and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees
and costs associated with that proceeding. This provision shall survive any c
termination or expiration of the contract.
The Contractor is encouraged to consult with its advisors about Florida Public
Records Law in order to comply with this provision.
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Pursuant to Florida Statutes, Section 119.0701 and the terms and conditions of this
contract, the Contractor is required to:
(1) Keep and maintain public records that would be required by the County to
perform the service.
(2) Upon receipt from the County's custodian of records, provide the County
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 this
chapter or as otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from y
public records disclosure requirements are not disclosed except as authorized by
law for the duration of the contract term and following completion of the contract if
the contractor does not transfer the records to the County.
(4) Upon completion of the contract, transfer, at no cost, to the County all
public records in possession of the Contractor or keep and maintain public records
that would be required by the County to perform the service. If the Contractor
transfers all public records to the County upon completion of the contract, the
Contractor shall destroy any duplicate public records that are exempt or confidential
and exempt from public records disclosure requirements. If the Contractor keeps
and maintains public records upon completion of the contract, the Contractor shall
meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the County, upon request from the County's
custodian of records, in a format that is compatible with the information technology
systems of the County.
(5) A request to inspect or copy public records relating to a County contract
must be made directly to the County, but if the County does not possess the
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requested records, the County shall immediately notify the Contractor of the request,
and the Contractor must provide the records to the County or allow the records to be
inspected or copied within a reasonable time.
If the Contractor does not comply with the County's request for records, the
County shall enforce the public records contract provisions in accordance with the
contract, notwithstanding the County's option and right to unilaterally cancel this
contract upon violation of this provision by the Contractor. A Contractor who fails to
provide the public records to the County or pursuant to a valid public records request
within a reasonable time may be subject to penalties under Section 119.10, Florida
Statutes.
The Contractor shall not transfer custody, release, alter, destroy or otherwise
dispose of any public records unless or otherwise provided in this provision or as
otherwise provided by law.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT
PHONE# 305-292-3470 BRADLEY-BRIANAMONROECOUNTY-
FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12Tx
Street, SUITE 408, KEY WEST, FL 33040.
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9.22 NON-WAIVER OF IMMUNITY
Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of
the CONSULTANT and the COUNTY in this Agreement and the acquisition of any
commercial liability insurance coverage, self-insurance coverage, or local
government liability insurance pool coverage shall not be deemed a waiver of
immunity to the extent of liability coverage, nor shall any contract entered into by the
COUNTY be required to contain any provision for waiver. 75
9.23 PRIVILEGES AND IMMUNITIES
All of the privileges and immunities from liability, exemptions from laws, ordinances, a,
and rules and pensions and relief, disability, workers' compensation, and other
benefits which apply to the activity of officers, agents, or employees of any public
agents or employees of the COUNTY, when performing their respective functions
under this Agreement within the territorial limits of the COUNTY shall apply to the
same degree and extent to the performance of such functions and duties of such
officers, agents, volunteers, or employees outside the territorial limits of the
COUNTY.
9.24 LEGAL OBLIGATIONS AND RESPONSIBILITIES
Non-Delegation of Constitutional or Statutory Duties. This Agreement is not
intended to, nor shall it be construed as, relieving any participating entity from any
obligation or responsibility imposed upon the entity by law except to the extent of
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actual and timely performance thereof by any participating entity, in which case the
performance may be offered in satisfaction of the obligation or responsibility.
Further, this Agreement is not intended to, nor shall it be construed as, authorizing
the delegation of the constitutional or statutory duties of the COUNTY, except to the
extent permitted by the Florida constitution, state statute, and case law.
9.26 NON-RELIANCE BY NON-PARTIES
No person or entity shall be entitled to rely upon the terms, or any of them, of this
Agreement to enforce or attempt to enforce any third-party claim or entitlement to or
benefit of any service or program contemplated hereunder, and the CONSULTANT
and the COUNTY agree that neither the CONSULTANT nor the COUNTY or any
agent, officer, or employee of either shall have the authority to inform, counsel, or
otherwise indicate that any particular individual or group of individuals, entity or
entities, have entitlements or benefits under this Agreement separate and apart, -
inferior to, or superior to the community in general or for the purposes contemplated
in this Agreement.
9.26 ATTESTATIONS AND TRUTH IN NEGOTIATION
CONSULTANT agrees to execute such documents as COUNTY may reasonably
require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug-
Free Workplace Statement. Signature of this Agreement by CONSULTANT shall act
as the execution of a truth in negotiation certificate stating that wage rates and other c
factual unit costs supporting the compensation pursuant to the Agreement 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 co
the agency determines the contract price was increased due to inaccurate,
incomplete, or concurrent wage rates and other factual unit costs. All such
adjustments must be made within one (1) year following the end of the Agreement.
9.27 NO PERSONAL LIABILITY
No covenant or agreement contained herein shall be deemed to be a covenant or
agreement of any member, officer, agent or employee of Monroe County in his or
her individual capacity, and no member, officer, agent or employee of Monroe y
County shall be liable personally on this Agreement or be subject to any personal
liability or accountability by reason of the execution of this Agreement.
9.28 EXECUTION IN COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which
shall be regarded as an original, all of which taken together shall constitute one and
the same instrument and any of the parties hereto may execute this Agreement by
signing any such counterpart.
9.29 FEDERAL CONTRACT REQUIREMENTS.
The Consultant and its subconsultants must follow the provisions as set forth in
Appendix II to Part 200, as amended, including but not limited to:
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9.29.1 Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part
60, all contracts that meet the definition of"federally assisted construction contract"
in 41 CFR Park 60-1.3 must include the equal opportunity clause provided under 41
CFR 60-1.4(b).
9.29.2 Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal
program legislation, all prime construction contracts in excess of$2,000 awarded by
non-Federal entities must comply with the Davis-Bacon Act (40 U.S.C. 3141-3144, y
and 3146-3148) as supplemented by Department of Labor regulations(29 CFR Part
5, "Labor Standards Provisions Applicable to Contracts Covering Federally
Financed and Assisted Construction"). In accordance with the statute, contractors �
must be required to pay wages to laborers and mechanics at a rate not less than
the prevailing wages specified in a wade determination made by the Secretary of
Labor. In addition, contractors must be required to pay wages not less than once a
week. The COUNTY must place a copy of the current prevailing wage determination -
issued by the Department of Labor in each solicitation. The decision to award a
contract or subcontract must be conditioned upon the acceptance of the wage
determination. The COUNTY must report all suspected or reported violations to the
Federal awarding agency. The contractors must also comply with the Copeland
"Anti-Kickback" Act (40 U.S.C. 3145), as supplemented by department of Labor
regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or C
Public Work Financed in Whole or in Dart by Loans or Grants from the United
States"). As required by the Act, each contractor or subrecipient is prohibited from
inducing, by any means, any person employed in the construction, completion, or c
repair of public work, to give up any part of the compensation to which he or she is
otherwise entitled. The COUNTY must report all suspected or reported violations to
the Federal awarding agency. In accordance with the Davis-Bacon Act, the `o
CONTRACTOR or their subcontractors shall pay workers employed directly upon
the site of the work no less than the locally prevailing wages and fringe benefits paid
on projects of a similar character. The current prevailing wage rates can be found
at: www.access.gpo.gov/davisbacon/fl.htmi under Monroe County.
9.29.3 Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where Lu
applicable, all contracts awarded by the COUNTY in excess of $100,000 that
involve the employment of mechanics or laborers roust comply with 40 U.S.C. 3702
and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). y
Under 40 U.S,C. 3702 of the Act, each contractor must compute the wages of every
mechanic and Laborer on the basis of a standard work week of 40 hours. Work in
excess of the standard work week is permissible provided that the worker is
compensated at a rate of not less than one and a half times the basic rate of pay for
all hours worked in excess of 40 hours in the work week. The requirements of 40
U.S.C. 3704 are applicable to construction work and provide that no laborer or
mechanic must be required to work in surroundings or under working conditions
which are unsanitary, hazardous or dangerous. These requirements do not apply to
the purchases of supplies or materials or articles ordinarily available on the open
market, or contracts for transportation or transmission of intelligence.
9.29.4 Rights to Inventions Made Under a Contract or Agreement. If the Federal award
meets the definition of "funding agreement" under 37 CFR §401.2 (a) and the
recipient or subrecipient wishes to enter into a contract with a small business firm or
nonprofit organization regarding the substitution of parties, assignment or
performance of experimental, developmental, or research work under that "funding
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agreement," the recipient or subrecipient must comply with the requirements of 37
CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small
Business Firms Under Government Grants, Contracts and Cooperative
Agreements," and any implementing regulations issued by the awarding agency.
9.29.6 Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act
(33 U.S.C. 1251-1387), as amended, Contracts and subgrants of amounts in
excess of$150,000 must comply with all applicable standards, orders or regulations
issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water
Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be
reported to the Federal awarding agency and the Regional Office of the
Environmental Protection Agency (EPA).
9.29.6 Debarment and Suspension (Executive Orders 12549 and 12689) A contract award
(see 2 CFR 180.220) must not be made to parties listed on the governmentwide E
exclusions in the System for Award Management (SAM), in accordance with the
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OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part
1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and
Suspension." SAM Exclusions contains the names of parties debarred, suspended,
or otherwise excluded by agencies, as well as parties declared ineligible under
statutory or regulatory authority other than Executive Order 12549.
9.29.7 Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) Contractors that apply or bid for
an award exceeding $100,000 must file the required certification. Each tier certifies C
to the tier above that it will not and has not used Federal appropriated funds to pay
any person or organization for influencing or attempting to influence an officer or
employee of any agency, a member of Congress, officer or employee of Congress,
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or an employee of a member of Congress in connection with obtaining any Federal
contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also
disclose any lobbying with non-Federal funds that takes place in connection with
obtaining any Federal award. Such disclosures are forwarded from tier to tier up to
the non-Federal award.
9.29.8 Procurement of recovered materials as set forth in 2 CFR § 200.322.
Other Federal Requirements:
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9.29.9 Americans with Disabilities Act of 1990 (ADA) The CONSULTANT will comply with y
all the requirements as imposed by the ADA, the regulations of the Federal
government issued thereunder, and the assurance by the CONSULTANT pursuant
thereto.
9.29.10 Disadvantaged Business Enterprise (DBE) Policy and Obligation. It is the policy of
the COUNTY that DBE's, as defined in 49 C.F.R. Part 26, as amended, shall have
the opportunity to participate in the performance of contracts financed in whole or in
part with COUNTY funds under this Agreement. The DBE requirements of
applicable federal and state laws and regulations apply to this Agreement. The
COUNTY and its CONSULTANT agree to ensure that DBE's have the opportunity
to participate in the performance of this Agreement. In this regard, all recipients and
contractors shall take all necessary and reasonable steps in accordance with
applicable federal and state laws and regulations to ensure that the DBE's have the
opportunity to compete for and perform contracts. The COUNTY and the
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CONSULTANT and subcontractors shall not discriminate on the basis of race, color,
national origin or sex in the award and performance of contracts, entered pursuant
to this Agreement.
9.30 The Consultant and sub cosultants shall utilize the U.S. Department of Homeland
Security's E-Verify system to verify the employment eligibility of all new employees
hired by the Consultant during the term of the Contract and shall expressly require y
any subconsultants performing work or providing services pursuant to the Contract
to likewise utilize the U.S. Department of Homeland Security's E-Verify system to
verify the employment eligibility of all new employees hired by the subconsultant
during the Contract term.
9.31 The Appendices I, A and E of the FDOT Standard Professional Services Agreement
are attached hereto as Attachment B and the Certification for Disclosure of
Lobbying Activities on Federal Aid Contracts, the Certification Regarding
Debarment, Suspension, Ineligibility and Voluntary Exclusion for Federal Aid
Contracts, and the Conflict of Interest/Confidentiality Certification are attached
hereto as Attachment C and all made a part hereof.
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WHEREOF, each party has caused this Agreement to be executed by its duly
e resentative on the day and year first above written.
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BOARD OF COUNTY
COMMISSIONERS
Attest: KEVIN MADOK, Clerk OF MONROE COUNTY, FLORIDA
By: By: ---
Deputy Clerk Mayor/Chairman
ROE COUNd'ATTORNE S OFFICE CD
Date: A6 TO O
PATFilCIi4 EABLES ..
ASSISTANT 00, ATTORNEY
;Seal) CONSULTANT
Attest: MATHEWS CONSULTING a Baxter&
Woodman, Inc. company
Title: - i Title: C V-c .
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END OF AGREEMENT
ATTACHMENT A
CONSULTANT RATES
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MATHEWS CONSULTING
a Baxter&Woodman Company
2018 HOURLY BILLING RATES AND EXPENSE ITEMS
FOR PROFESSIONAL SERVICES
EMPLOYEE CLASSIFICATION HOURLY BILLING RATES
Principal $190
Senior Engineer IV $175
Senior Engineer III $165
Senior Engineer II $140
Senior Engineer I $130
Engineer IV $115
Engineer 111 $105
Engineer II $110
Engineer $90
Construction Manager $145 c
Engineering Technician V $145
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Engineering Technician IV $125
Engineering Technician III $115
Engineering Technician II $105co
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Engineering Technician I $75
Senior Geologist $135
Professional Surveyor I $145
Administrative Support 1 to III $80
Accounting Professional I to III $80 y
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Hourly rates for inspection services do not include any overtime.
Hourly Billing Rates include direct labor and indirect overhead expenses,readiness to serve,and
profit,and are for 8 hours/day and 40 hours/week regularly scheduled work hours.
Personal-owned vehicle Mileage Charges will be reimbursed at the rate set by
the U.S.Internal Revenue Service.
Company-owned/leased vehicle usage will be reimbursed at a rate of$65.00 per diem
or$32.50 per half diem.
Traffic Counters$50/day.
Miovision Traffic System usage will be reimbursed at a rate of$600.00 per diem and
$24.00 per hour processing.
Sub-consultant costs will be reimbursed at their invoice costs plus 10%
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ATTACHMENT B
APPENDICES: I, A and E OF THE FDOT STANDARD PROFESSIONAL SERVICES
AGREEMENT
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LOCAL AGENCY PROGRAM FEDERAL-AID TERMS 375-04M4
For PROFESSIONAL SERVICES CONTRACTS PROGRAM MANAGEMENT
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Page 1 of 3
TERMS FOR FEDERAL AID CONTRACTS(APPENDIX I►:
The following terms apply to all contracts in which it is indicated that the services involve the expenditure of federal funds:
A. It is understood and agreed that all rights of the Local Agency relating to inspection,review,approval,
patents,copyrights,and audit of the work,tracing,plans,specifications,maps,data,and cost records
relating to this Agreement shall also be reserved and held by authorized representatives of the United
States of America.
B. It is understood and agreed that,in order to permit federal participation,no supplemental agreement of any nature
may be entered into by the parties hereto with regard to the work to be performed hereunder without the approval C
of the U.S.Department of Transportation,anything to the contrary in this Agreement not withstanding.
C. Compliance with Regulations: The Consultant shall comply with the Regulations:relative to nondiscrimination in
Federally-assisted programs of the U.S.Department of Transportation Title 49,Code of Federal Regulations,Part
21,as they may be amended from time to time,(hereinafter referred to as the Regulations),which are herein C
incorporated by reference and made a part of this Agreement.
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D. Nondiscrimination: The Consultant,with regard to the work performed during the contract,shall not discriminate
on the basis of race,color,national origin,sex,age,disability,religion or family status in the selection and retention
of subcontractors,including procurements of material and leases of equipment. The Consultant shall not
participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations,including
employment practices when the contract covers a program set forth in Appendix B of the Regulations.
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E. Solicitations for Subcontracts,Including Procurements of Materials and Equipment: In all solicitations made by
the Consultant,either by competitive bidding or negotiation for work to be performed under a subcontract,
including procurements of materials and leases of equipment,each potential subcontractor or supplier shall be
notified by the Consultant of the Consultant's obligations under this contract and the Regulations relative to O
nondiscrimination on the basis of race,color,national origin,sex,age,disability,religion or family status.
F. Information and Reports: The Consultant will provide all information and reports required by the Regulations,or
directives issued pursuant thereto,and shall permit access to its books,records,accounts,other sources of tJ
information,and its facilities as may be determined by the Local Agency,Florida Department of Transportation,
Federal Highway Administration,Federal Transit Administration,Federal Aviation Administration,and/or Federal
Motor Carrier Safety Administration to be pertinent to ascertain compliance with such Regulations,orders and
instructions. Where any information required of the Consultant is in the exclusive possession of another who fails or r
refuses to furnish this information,the Consultant shall so certify to the Local Agency,Florida Department of
Transportation,Federal Highway Administration,Federal Transit Administration,Federal Aviation Administration, r
and/or the Federal Motor Carrier Safety Administration as appropriate,and shall set forth what efforts it has made to
obtain the information.
G. Sanctions for Noncompliance: In the event of the Consultant's noncompliance with the nondiscrimination LIJ
provisions of this contract,the Local Agency shall impose such contract sanctions as it or the Florida Department
of Transportation,Federal Transit Administration,Federal Aviation Administration,and/or Federal Motor Carrier
Safety Administration may determine to be appropriate,including,but not limited to, 75
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1. withholding of payments to the Consultant under the contract until the Consultant complies and/or
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2. cancellation,termination or suspension of the contract,in whole or in part.
H. Incorporation or Provisions: The Consultant will include the provisions of Paragraph C through I in every y
subcontract,including procurements of materials and leases of equipment unless exempt by the Regulations,order,
or instructions issued pursuant thereto. The Consultant shall take such action with respect to any subcontract or
procurement as the Local Agency,Florida Department of Transportation,Federal Highway Administration,Federal
Transit Administration,Federal Aviation Administration,and/or the Federal Motor Carrier Safety Administration may
direct as a means of enforcing such provisions,including sanctions for noncompliance. In the event a Consultant
becomes involved in,or is threatened with,litigation with a subconsultant or supplier as a result of such direction,
the Consultant may request the Local Agency to enter into such litigation to protect the interests of the Local
Agency,and,in addition,the Consultant may request the United States to enter into such litigation to protect the
interests of the United States.
I. Compliance with Nondiscrimination Statutes and Authorities:Title VI of the Civil Rights Act of 1964(42 U.S.C.§2000d at
seq.,78 stat.252),(prohibits discrimination on the basis of race,color,national origin);and 49 CFR Part 21;The Uniform
Relocation Assistance and Real Property Acquisition Policies Act of 1970,(42 U.S.C.§4601),(prohibits unfair treatment
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LOCAL AGENCY PROGRAM FEDERAL-AID TERMS 375-040-84
For PROFESSIONAL SERVICES CONTRACTS PROGRAM MANAGEMENT
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Page 2 of 3
of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);
Federal-Aid Highway Act of 1973,(23 U.S.C.§324 at seq.),(prohibits discrimination on the basis of sex);Section 504 of
the Rehabilitation Act of 1973,(29 U.S.C.§794 at seq.),as amended,(prohibits discrimination on the basis of disability);
and 49 CFR Part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 at seq.), (prohibits
discrimination on the basis of age);Airport and Airway Improvement Act of 1982, (49 USC§471,Section 47123), as
amended,(prohibits discrimination based on race,creed,color, national origin,or sex);The Civil Rights Restoration Act
of 1987,(PL 100-209),(Broadened the scope,coverage and applicability of Title VI of the Civil Rights Act of 1964,The
Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the
terms"programs or activities"to include all of the programs or activities of the Federal-aid recipients,sub-recipients and
contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with
Disabilities Act,which prohibit discrimination on the basis of disability in the operation of public entities,public and private
transportation systems, places of public accommodation,and certain testing entities(42 U.S.C.§§12131 —12189)as
implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; The Federal Aviation
Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color,
national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority
Populations and Low-Income Populations, which ensures non-discrimination against minority populations by
discouraging programs, policies,and activities with disproportionately high and adverse human health or environmental
effects on minority and low-income populations;Executive Order 13166, Improving Access to Services for Persons with
Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination
because of limited English proficiency(LEP). To ensure compliance with Title VI,you must take reasonable steps to N
ensure that LEP persons have meaningful access to your programs(70 Fed. Reg.at 74087 to 74100);Title IX of the
Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education
programs or activities(20 U.S.C.1681 at seq).
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J. Interest of Members of Congress: No member of or delegate to the Congress of the United States will be
admitted to any share or part of this contract or to any benefit arising therefrom.
K. Interest of Public Officials: No member,officer,or employee of the public body or of a local public body during his
tenure or for one year thereafter shall have any interest,direct or indirect,in this contract or the proceeds thereof. O
For purposes of this provision,public body shall include municipalities and other political subdivisions of States;and
public corporations,boards,and commissions established under the laws of any State.
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L. Participation by Disadvantaged Business Enterprises: The Consultant shall agree to abide by the following
statement from 49 CFR 26.13(b). This statements shall be included in all subsequent agreements between the
Consultant and any subconsultant or contractor. r
The Consultant,sub recipient or subcontractor shall not discriminate on the basis of race,color,national
origin,or sex in the performance of this contract. The contractor shall carry out applicable requirements of
49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the Consultant to
carry out these requirements is a material breach of this contract,which may result in termination of this
contract or other such remedy as the recipient deems appropriate.
M. It is mutually understood and agreed that the willful falsification,distortion or misrepresentation with respect to any
facts related to the project(s)described in this Agreement is a violation of the Federal Law.Accordingly, United '
States Code,Title 18,Section 1020,is hereby incorporated by reference and made a part of this Agreement.
N. It is understood and agreed that if the Consultant at any time learns that the certification it provided the Local 75
Agency in compliance with 49 CFR,Section 26.51,was erroneous when submitted or has become erroneous by ut
reason of changed circumstances,the Consultant shall provide immediate written notice to the Local Agency.It is
further agreed that the clause titled"Certification Regarding Debarment,Suspension,Ineligibility and Voluntary O
Exclusion-Lower Tier Covered Transaction"as set forth in 49 CFR,Section 29.510,shall be included by the
Consultant in all lower tier covered transactions and in all aforementioned federal regulation. y
O. The Local Agency hereby certifies that neither the consultant nor the consultant's representative has been required
by the Local Agency,directly or indirectly as an express or implied condition in connection with obtaining or
carrying out this contract,to
1. employ or retain,or agree to employ or retain,any firm or person,or
2. pay,or agree to pay,to any firm,person,or organization,any fee,contribution,donation,or consideration
of any kind;
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The Local Agency further acknowledges that this agreement will be furnished to a federal agency,in connection
with this contract involving participation of Federal-Aid funds,and is subject to applicable State and Federal Laws,
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LOCAL AGENCY PROGRAM FEDERAL-AID TERMS 375-040-a
For PROFESSIONAL SERVICES CONTRACTS PROGRAM MANAGEMENT
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both criminal and civil.
P. The Consultant hereby certifies that it has not:
1. employed or retained for a commission,percentage,brokerage,contingent fee,or other consideration,any y
fine or person(other than a bona fide employee working solely for the above contractor)to solicit or secure
this contract; 2
2.1
2. agreed,as an express or implied condition for obtaining this contract,to employ or retain the services of any 0)
firm or person in connection with carrying out this contract;or
3, paid,or agreed to pay,to any firm,organization or person(other than a bona fide employee working solely for
the above contractor)any fee contribution,donation,or consideration of any kind for,or in connection with,
procuring or carrying out the contract.
The consultant further acknowledges that this agreement will be furnished to the Local Agency,the State of
Florida Department of Transportation and a federal agency in connection with this contract involving participation
of Federal-Aid funds,and is subject to applicable State and Federal Laws,both criminal and civil.
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Revised 01/2015 APPENDICES A and E
During the performance of this contract,the contractor,for itself, its assignees and successors in
interest(hereinafter referred to as the"Contractor")agrees as follows:
(1.)Compliance with Regulations:The Contractor shall comply with the Regulations relative to
nondiscrimination in Federally-assisted programs of the U.S. Department of Transportation
(hereinafter, "USDOT") Title 49, Code of Federal Regulations, Part 21, as they may be
amended from time to time, (hereinafter referred to as the Regulations), which are herein
incorporated by reference and made a part of this Agreement.
(2.)Nondiscrimination: The Contractor, with regard to the work performed during the contract,
shall not discriminate on the basis of race, color, national origin, sex, age,disability, religion
or family status in the selection and retention of subcontractors, including procurements of _
materials and leases of equipment. The Contractor shall not participate either directly or
indirectly in the discrimination prohibited by section 21.5 of the Regulations, including
employment practices when the contract covers a program set forth in Appendix B of the
Regulations.
(3.)Solicitations for Subcontractors, including Procurements of Materials and Equipment:
In all solicitations made by the Contractor, either by competitive bidding or negotiation for
work to be performed under a subcontract, including procurements of materials or leases of
equipment; each potential subcontractor or supplier shall be notified by the Contractor of the
Contractor's obligations under this contract and the Regulations relative to nondiscrimination
on the basis of race,color,national origin,sex,age,disability,religion or family status.
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(4.)Information and Reports: The Contractor shall provide all information and reports required
by the Regulations or directives issued pursuant thereto,and shall permit access to its books,
records,accounts,other sources of information,and its facilities as may be determined by the
Florida Department of Transportation, the Federal Highway Administration, Federal Transit
Administration, Federal Aviation Administration, and/or the Federal Motor Carrier Safety
Administration to be pertinent to ascertain compliance with such Regulations, orders and
instructions. Where any information required of a Contractor is in the exclusive possession of r
another who fails or refuses to furnish this information the Contractor shall so certify to the
Florida Department of Transportation, the Federal Highway Administration, Federal Transit '
Administration, Federal Aviation Administration, and/or the Federal Motor Carrier Safety
Administration as appropriate, and shall set forth what efforts it has made to obtain the
information.
(5.)Sanctions for Noncompliance: In the event of the Contractor's noncompliance with the
nondiscrimination provisions of this contract,the Florida Department of Transportation shall
impose such contract sanctions as it or the Federal Highway Administration, Federal Transit 75
Administration, Federal Aviation Administration, and/or the Federal Motor Carrier Safety
Administration may determine to be appropriate,including,but not limited to: C
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a. withholding of payments to the Contractor under the contract until the Contractor
complies,and/or
b. cancellation,termination or suspension of the contract,in whole or in part.
(6.)Incorporation of Provisions: The Contractor shall include the provisions of paragraphs(1)
through (7) in every subcontract, including procurements of materials and leases of
equipment, unless exempt by the Regulations, or directives issued pursuant thereto. The
Contractor shall take such action with respect to any subcontract or procurement as the
Florida Department of Transportation, the Federal Highway Administration, Federal Transit
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Administration, Federal Aviation Administration, and/or the Federal Motor Carrier Safety
Administration may direct as a means of enforcing such provisions including sanctions for
noncompliance. In the event a Contractor becomes involved in, or is threatened with,
litigation with a sub-contractor or supplier as a result of such direction, the Contractor may
request the Florida Department of Transportation to enter into such litigation to protect the
interests of the Florida Department of Transportation, and, in addition, the Contractor may
request the United States to enter into such litigation to protect the interests of the United
States. y
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(7.)Compliance with Nondiscrimination Statutes and Authorities: Title VI of the Civil Rights 2.1
Act of 1964(42 U.S.C.§2000d et seq.,78 stat.252), (prohibits discrimination on the basis of W
race, color, national origin); and 49 CFR Part 21; The Uniform Relocation Assistance and
Real Property Acquisition Policies Act of 1970,(42 U.S.C. §4601), (prohibits unfair treatment
of persons displaced or whose property has been acquired because of Federal or Federal-aid
programs and projects); Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.),
(prohibits discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973,
(29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability);
and 49 CFR Part 27;The Age Discrimination Act of 1975, as amended, (42 U.S.C.§6101 et
seq.), (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of
1982,(49 USC§471, Section 47123), as amended, (prohibits discrimination based on race,
creed, color, national origin,or sex); The Civil Rights Restoration Act of 1987, (PL 100-209),
(Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964,
The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by
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expanding the definition of the terms"programs or activities"to include all of the programs or
activities of the Federal-aid recipients, sub-recipients and contractors, whether such
programs or activities are Federally funded or not); Titles II and III of the Americans with
Disabilities Act, which prohibit discrimination on the basis of disability in the operation of C
public entities, public and private transportation systems, places of public accommodation,
and certain testing entities (42 U.S.C. §§ 12131 — 12189) as implemented by Department of
Transportation regulations at 49 C.F.R. parts 37 and 38; The Federal Aviation (,
Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on
the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to
Address Environmental Justice in Minority Populations and Low-Income Populations, which r�
ensures non-discrimination against minority populations by discouraging programs, policies,
and activities with disproportionately high and adverse human health or environmental effects
on minority and low-income populations; Executive Order 13166, Improving Access to
Services for Persons with Limited English Proficiency, and resulting agency guidance,
national origin discrimination includes discrimination because of limited English proficiency
(LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that
LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100);
Title IX of the Education Amendments of 1972, as amended, which prohibits you from
discriminating because of sex in education programs or activities(20 U.S.C. 1681 et seq). y
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C 6.c
ATTACHMENT C
Certification for Disclosure of Lobbying Activities on Federal Aid Contracts
Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion
for Federal Aid Contracts
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PROCU MMENT
10*1
CERTIFICATION FOR DISCLOSURE OF LOBBYING ACTIVITIES
ON FEDERAL-AID CONTRACTS
(Compliance with 49CFR, Section 20.100(b))
The prospective participant certifies, by signing this certification, that to the best of his or Q
her knowledge and belief:
(1) No federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned,to any person for influencing or attempting to influence an officer or
employee of any federal agency, a Member of Congress, an officer of employee of
Congress, or an employee of a Member of Congress in connection with the awarding of
any federal contract, the making of any federal grant, the making of any federal loan,
the entering into of any cooperative agreement, and the extension, continuation,
renewal, amendment, or modification of any federal contract, grant, loan, or cooperative N
agreement..
(2) If any funds other than federal appropriated funds have been paid or will be paid to
any person for influencing or attempting to influence an officer or employee of any
federal agency,. a Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with this federal contract, grant, loan,
or cooperative agreement,the undersigned shall complete and submit Standard
Form-LLI_, "Disclosure of Lobbying Activities", in accordance with its instructions.
(Standard Form-LLL can be obtained from the Florida Department of Transportation's
Professional Services Administrator or Procurement Office.) co
This certification is a material representation of fact upon which reliance was placed
when this transaction was made or entered into. Submission of this certification is a
prerequisite for making or entering into this transaction imposed by Section 132,Title
31, U.S. Code. Any person who fails to file the required certification shall be subject to Lu
a civil penalty of not less than$10,000 and not more than $100,000 for each such Lu
failure. '
The prospective participant also agrees by submitting his or her proposal that he or she
shall require that the language of this certification be included in all Power tier
subcontracts, which exceed $100,000 and that all such subrecipients shall certify and
disclose accordingly. v,
Na me o Con uitant:
By. Date: � 1 Authorized Signature
Title
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C.G.C.
STATE OF FLQ1VDA DEPARTMENT OF TRANSr"oRTATION 375-030-35
CERTIFICATION REGARDING DEBARMENT SUSPENSIONPROCUREMENT,
INELIGIBILITY AND VOLUNTARY EXCLUSION. i
LOWER TIER COVERED TRANSACTIONS FOR FEDERAL AID CONTRACTS
(Compliance with 2 CFR Parts 180 and 1200)
It is certified that neither the below identified firm nor its principals are presently suspended,proposed for debarment,declared
ineligible,or voluntarily excluded from participation in this transaction by any federal department or agency. y
Name of C s ant/ ntraotor _ !L 0 -
Byr �
Date: 1 t
Title: ` iT e- `
Instructions for Certification
Instructions for Certification-Lower Tier Participants:
(Applicable to all subcontracts,purchase orders and other lower tier transactions requiring prior FHWA approval or estimated to
cost$25,00[]or more-2 CFR Parts 180 and 1200)
a.By signing and submitting this proposal,the prospective lower tier is providing the certification set out below. N
b.The certification in this clause is a material representation of tact upon which reliance was placed when this transaction was
entered into.if it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification,in
addition to other remedies available to the Federal Government,the department,or agency with which this transaction originated o
may pursue available remedies,including suspension and/or debarment.
c.The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if
at any time the prospective lower tier participant learns that its certification was erroneous by reason of changed circumstances.
d.The terms"covered transaction;"'debarred,"'suspended,'"ineligible," participant,""person,""principal,"and"voluntarily
excluded, as used in this clause,are defined in 2 CFR Parts 180 and 1200.You may contact the person to which this proposal
is submitted for assistance in obtaining a copy of those regulations."First Tier Covered Transactions"refers to any covered W
transaction between a grantee or subgrantee of Federal funds and a paricipant(such as the prime or general contract)."Lower
Tier Covered Transactions"refers to any covered transaction under a First Tier Covered Transaction(such as subcontracts). r�
"First Tier Participant"refers to the participant who has entered into a covered transaction with a grantee or subgrantee of
Federal funds(such as the prime or general contractor)."Lower Tier Participant'refers any participant who has entered into a
covered transaction with a First Tier Participant or other Lower Tier Participants(such as subcontractors and suppliers).
e.The prospective lower tier participant agrees by submitting this proposal that,should the proposed covered transaction be
entered into,it shall not knowingly enter into any lower tier covered transaction with a person who is debarred,suspended,
declared ineligible,or voluntarily excluded from participation in this covered transaction,unless authorized by the department or
agency with which this transaction originated.
f.The prospective lower tier participant further agrees by submitting this proposal that it wilt include this clause titled y
"Certification Regarding Debarment,Suspension,Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction,"without
modification,in all lower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the o
$25,000 threshold,
g.A participant in a covered transaction may rely upon a certification of a prospective participant in a tower tier covered �
transaction that is not debarred,suspended,ineligible,or voluntarily excluded from the covered transaction,unless it knows that
the certification is erroneous.A participant is responsible for ensuring that its principals are not suspended,debarred,or
otherwise ineligible to participate in covered transactions.To verify the eligibility of its principals,as well as the eligibility of any
lower tier prospective participants,each participant may,but is not required to,check the Excluded Parties List System website
(https:/Iwww.epis.gov/),which is compiled by the General Services Administration. m
h.Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in
good faith the certification required,by this clause.The knowledge and information of participant is not required to exceed that
which is normally possessed by a prudent person in the ordinary course of business dealings.
.Except for transactions authorized under paragraph a of these instructions,if a participant in a covered transaction knowingly
enters into a lower tier covered transaction with a person who is suspended,debarred,ineligible,or voluntarily excluded from
participation in this transaction,in addition to other remedies available to the Federal Government,the department or agency
with which this transaction originated may pursue available remedies,including suspension and/or debarment.
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STATE OF FtORI@A DEPARTMENT OF TRANSPORTARON 37S+�3C1.3�a
CONFLICT OF INTERESTICONFIDENTIALITY CERTIFICATION PR 0GC- ENT
cc-W1r
FOR CONSULTANT/CONTRACTOR/TECHNICAL ADVISORS
I certify that I have no present conflict of interest,that I have no knowledge of any conflict of interest that my firm may have,and that 1
will recuse myself from any capacity of decision making,approval,disapproval,or recommendation on any contract if I have a conflict of
interest or a potential conflict of interest..
Con sultantslContractors are expected to safeguard their ability to matte objective,fair,and impartial decisions when performing work for
the Department,and therefore may not accept benefits of any sort under circumstances in which it could be inferred by a reasonable N
observer that the benefit was intended to influence a pending or future decision of theirs,or to reward a past decision.Consultants
performing work for the Department should avoid any conduct(whether in the context of business,financial,or social relationships)
which might undermine the public trust,whether or not that conduct is unethical or lends itself to the appearance of ethical impropriety.
1 will maintain the confidentiality of all information not made public by the Florida Department of Transportation("Department")related to
the procurement of the above-referenced("Project")that I gain access to as a result of my involvement with the Project("Procurement
Information").I understand that Procurement Information includes,but is not limited to,documents prepared by or for the Department
related to procurement of the Project.I also understand that Procurement Information includes,but is not limited to,documents
submitted to the Department by entities seeking an award of the Project("Proposers").1 understand that Procurement Information may
include documents submitted by Proposers related to letters of responselletters of interest„technical proposals,price proposals,
financial proposals.and information shared during exempt meetings.I also understand that Procurement Information may also include
documents that evaluate or review documents submitted by Proposers,and information regarding Project cost estimates.I also agree
not to discuss the Project with anyone who is a member of or acting on behalf of a Proposer.
Unless so ordered by a court of competent jurisdiction or an opinion of the Office of the Florida Attorney General,I will not divulge any
Procurement Information except to individuals who have executed a Conflict of Interest/Confidentiality Certification which has been
approved by the Department("Project Personnel").i understand that a list of Project Personnel will be maintained by department. If I
am contacted by any member of the public or the media with a request for Procurement Information,I will promptly forward such
request to the Department's Procurement Office.1'will also maintain security and control over all documents containing Procurement
Information which are in my custody.
1 agree not to solicit or accept gratuities,unwarranted privileges or exemptions,favors,or anything of value from any firm under
consideration for an agreement associated with the Project,and I recognize that doing so may be contrary to statutes,ordinances,and
rules governing or applicable to the Department or may otherwise be a,violation of the law.
I agree not to engage in bid tampering,pursuant to Section 838-22,Florida Statutes.
I realize that violation of the above mentioned standards could result in the termination of my work for the Department. I further realize 00
that violation of the above mentioned statute would be punishable in accordance with Section 838.22,Florida Statutes..
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Advertisement No./ Description Financial Project Number(s)
Solicitation No '
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Each undersigned individual agrees to the terms of this Conflict of Interest/Confidentiality Certification.
Printed Dames Sig t s Date
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