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Item C12M C ounty of f Monroe ELj » °o � BOARD OF COUNTY COMMISSIONERS /� � Mayor David Rice, District 4 Th e Florida Keys Mayor Pro Tem Sylvia J. Murphy, District 5 Danny L. Kolhage, District 1 George Neugent, District 2 Heather Carruthers, District 3 County Commission Meeting January 17, 2018 Agenda Item Number: C.12 Agenda Item Summary #3723 BULK ITEM: Yes DEPARTMENT: Engineering / Roads TIME APPROXIMATE: STAFF CONTACT: Debra London (305) 453 -8754 N/A AGENDA ITEM WORDING: Approval to enter into an Agreement for On Call Professional Engineering Services with WSP USA, Inc. for a period of four (4) years with an option to renew for one (1) additional year. WSP USA, Inc. was one of the top nine (9) ranked respondents to the solicitation. ITEM BACKGROUND: The County requires miscellaneous engineering services for various county projects on an on -going basis. The current seven continuing services contracts will expire in January 2018. The County received 18 responses to the Request for Qualifications on October 3, 2017. The selection committee met on November 16, 2017, at a publicly noticed meeting and ranked the respondents. PREVIOUS RELEVANT BOCC ACTION: The BOCC approved advertising an RFQ for On Call Professional Engineering Services at the July 2017 meeting. The BOCC approved negotiations with the nine (9) highest ranked respondents at the December 2017 meeting. CONTRACT /AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval to enter into contract with WSP USA, Inc. for on -call professional engineering services. DOCUMENTATION: WSP Continuing services contract 2018 final exec FINANCIAL IMPACT: Effective Date: N/A Expiration Date: N/A Total Dollar Value of Contract: N/A Total Cost to County: N/A Current Year Portion: N/A Budgeted: N/A Source of Funds: N/A CPI: N/A Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: No Grant: N/A County Match: N/A Insurance Required: N/A Additional Details: N/A If yes, amount: N/A I to] HLTI I IH 11 i" Judith Clarke Completed 12/29/2017 4:25 PM Patricia Eables Completed 12/29/2017 4:50 PM Budget and Finance Completed 01/02/2018 10:41 AM Maria Slavik Completed 01/02/2018 10:47 AM Kathy Peters Completed 01/02/2018 10:50 AM Board of County Commissioners Pending 01/17/2018 9:00 AM AGREEMENT FOR ON CALL PROFESSIONAL ENGINEERING SERVICES This Agreement ( "Agreement ") made and entered into this day of , 20 by and between Monroe County, a political subdivision of the State 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 "), ' s, WSP USA, Inc. a foreign corporation of the State of New York, authorized to do business in the State of Florida, whose address is 7650 Corporate Center Drive, Suite 300, Miami, Florida 33126 its successors and assigns, hereinafter referred to as "CONSULTANT ", or "CONTRACTOR ". WITNESSETH: WHEREAS, COUNTY desires to employ the professional engineering services of CONSULTANT for various County Projects located in Monroe County, Florida; and 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 $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 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- 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 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. 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 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. 1.6 At all times and for all purposes under this Agreement the CONSULTANT is an 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. PA 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: For the County: Ms. Judith Clarke, P.E. Director of Engineering Services Monroe County 1100 Simonton Street, Room 2 -216 Key West, Florida 33040 And: Mr. Roman Gastesi, Jr. Monroe County Administrator 1100 Simonton Street, Room 2 -205 Key West, Florida 33040 For the Consultant: Ronald M. Colas, PE, SI WSP USA Vice President — Sr. Area Manager 7650 Corporate Center Drive, Suite 300 Miami, Florida 33126 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. 3- 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 - conformance with the Agreement Documents. Written notice shall be deemed to have been duly served if sent pursuant to paragraph 2.3. 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. 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. 4.7 Any information that may be of assistance to the CONSULTANT that the COUNTY has immediate access to will be provided as requested. 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 In conduct of the CONSULTANT, subcontractor(s) and other persons employed or utilized by the CONSULTANT in the performance of the contract. 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. 5.4 The extent of liability is in no way limited to, reduced or lessened by the insurance requirements contained elsewhere within the Agreement. 5.5 This indemnification shall survive the expiration or early termination of the Agreement. ARTICLE VI PERSONNEL 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 Ronald M. Colas, PE, SI Mauricio Paredes, PE Andres Cardona, PE Rodrigo Pigna, PE Eduardo Rodriguez, PE Joseph Todd Mitchell, PE Dale Helms, PE Ricardo Diaz, PE Cecilia Villoria, PE FUNCTION Principal In Charge Project Manager Deputy Project Manager QA/QC Senior Engineer QA/QC Sr Inspector QA/QC Technical Advisors Senior Engineer Senior Engineer Senior Engineer Roadway Desiqn Senior Engineer /Task Leader 5- David Hubbard, PE Senior Engineer Jose Otero, PE Senior Engineer Yamila Hernandez, PE Senior Engineer Carlos Benavides, PE Project Engineer Dayami Cruz, El Project Engineer Hansel Ayala Project Engineer Odalys Miguel Senior CADD Technician Signalization Desiqn Amanda Kreiling, PE, PTOE Senior Engineer /Task Leader Bharathi Chigurupati, El Project Engineer Bridge Desiqn Roger Khouri, PE Senior Engineer Gino Ageno, El Project Engineer Deepak Sivasamy, El Project Engineer Lighting Desiqn Mark VanDeRee, PE Senior Engineer /Task Leader Grace Patino, El Project Engineer Bert Crouthamel Project Engineer Construction Engineering & Inspection Pomsit Chakkaphak, PE Senior Inspector/Task Leader Keith Duke Senior Inspector Traffic Studies Charles Hart, PE, PTOE Senior Engineer /Task Leader Somaye Fakharian QOM, PhD Project Engineer Transportation Planning Studies John Lafferty Senior Planner Thomas Rodrigues, AICP Planner Shriram Ramaratnam Planner Drainage Design Sarah Amritt, PE Senior Engineer /Task Leader Jacob McClish, PE Project Engineer Permitting Werner Reinefeld, PE Senior Engineer Alan Sterental Project Engineer Sea Level Rise Engineerinq Services Mike Flood, AICP Senior Planner /Task Leader Jerald Ramsden, PhD, PE Senior Engineer Buildinq Structures Engineering Esteban Anzola, PE Senior Engineer Buildinq Inspection & Assessment Glen White Contamination Assess me nt/Remed i atio n Curtis Dokken, PE Kevin Cunniff Ecological Engineering Dylan Larson, CEP,PWS William Mohler Environmental Permitting, Monitoring and Compliance Audrey Siu Rob Stewart Subsurface Utility Engineering/Land Surveying Marty Rossi, PSM Senior Surveyor /Task Leader Karen Lynch Project Surveyor Geotechnical Services /Material Testing Hugo Soto, PE Senior Engineer /Task Leader Rutu Nulkar, PE Project Engineer Civil /Site Desiqn Andy Greenwood, PE Senior Engineer ra Eduardo Guinard, PE Roberto Socorro, El Cecilia Martensson Senior Engineer Project Engineer Project Engineer Mechanical. Electrical and Plumbina & Fire Protection Jonathan Quintero, El Project Engineer Raisa Garrido Project Engineer Tony Gazzia Project Engineer Landscape Architecture Michael Kroll, FASLA Senior Architect Public Involvement Sandra Walters Grant /Funding Assistance Sean Libberton Thomas Rodrigues, AICP GIS /LIDAR Isabella Remolina Ted Covill, CP,PPS 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. 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, 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 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 VA invoice shall be accompanied by 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 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. 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 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. 8.3 CONSULTANT shall obtain and maintain the following policies: 8- A. Workers' Compensation insurance as required by the State of Florida, sufficient to respond to Florida Statute, Chapter 440. 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 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. 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 tc 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 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. H. CONSULTANT shall provide to the COUNTY certificates of insurance or a copy of all insurance policies including those naming the COUNTY as D2 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. ARTICLE IX MISCELLANEOUS 9.1 SECTION HEADINGS 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 Agreement and will not be used in the interpretation of any provision of this Agreement. 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 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. 9.5 TERMINATION 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. 10- 9.6 CONTRACT DOCUMENTS 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. 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 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. 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 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 11- for four (4) years following the termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that 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. 9.9 GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES This Agreement shall be governed by and construed in accordance with the laws of 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 and 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. 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. 12- 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. 9.14 CLAIMS FOR FEDERAL OR STATE AID 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 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 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. 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 13- 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 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 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 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, 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. 9.18 COVENANT OF NO INTEREST 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 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 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. 14- 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 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 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 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. 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 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 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. 15- 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- BRIAN(a,MONROECOUNTY- FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12 Street, SUITE 408, KEY WEST, FL 33040. 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. 9.23 PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, 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 actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the 16- 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. 9.25 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 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 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 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. 17- 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: 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 Part 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, 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 wage 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 Public Work Financed in Whole or in Part 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 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 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.aov /davisbacon /fl.html under Monroe County. 9.29.3 Contract Work Hours and Safety Standards Act (40 U.S.C. 3701 - 3708). Where applicable, all contracts awarded by the COUNTY in excess of $100,000 that involve the employment of mechanics or laborers must comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). 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 18- 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 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. 9.29.5 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 exclusions in the System for Award Management (SAM), in accordance with the 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 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, 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: 9.29.9 Americans with Disabilities Act of 1990 (ADA) The CONSULTANT will comply with all the requirements as imposed by the ADA, the regulations of the Federal government issued thereunder, and the assurance by the CONSULTANT pursuant thereto. 19- IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized representative on the day and year first above written. (SEAL) BOARD OF COUNTY COMMISSIONERS Attest; KEVIN MADOK, Clerk OF MONROE COUNTY, FLORIDA XMI-MIRM 10 01111111111111 20- Mayor/Chairman MONROE COUNTY ATTORNEY'S OFFICE 0 AS T PATRICIA EASLES ASSISTANT COUNTY A17ORNEY IN Im no ATTACHMENT A CONSULTANT RATES as as as CD (D as uj cu L) a 0 0 as 0 0 0. 0. 4- CD CD 04 as P#A 7650 Corporate Center Drive I Suite 300 Miami, Florida 33126 Direct, 305- 514 -3144 December 21. 2017 Monroe County 102050 Overseas Hwy, Suite 229 Key Largo, FL 33037 Attn: Debra London Re: Monroe County On -Call Professional Engineering Services Contract Dear Ms. London: ,. ,, ., Pursuant to your request, below are the firm's burdened labor rates proposed for the reference contract. Should you have any questions or need additional information, feel free to contact me. JOB CLASSIFICATION BASIC HOURLY RATE Chief Engineer $308.93 Clerical $108.71 Planner $136.74 Principal in Charge $315.51 Project Engineer $156.11 Project Manager $197.86 Senior Construction Manager $281.30 Senior Planner $217.55 Senior Project Engineer $212.03 Senior Project Manager $238.94 Senior Structural Engineer $316.15 Senior Traffic Engineer $172.72 Traffic Engineer $113.94 With kind regards, WSP USA _ ? !5 � Mauricio Paredes, P.E. Project Manager 23- ATTACHMENT B APPENDICES: I, A and E OF THE FDOT STANDARD PROFESSIONAL SERVICES AGREEMENT ran LOCAL AGENCY PROGRAM FEDERAL -AID TERMS 375- o4o -a4 For PROFESSIONAL SERVICES CONTRACTS PROGRAM MANAGEMENT - , Page, "3 The following terms apply to all contracts in . 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 v. regard to the work to be performed hereunder without the approval 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 incorporated by reference and made a part of this Agreement. D. Nondiscrimination, The Consultant..vith 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. 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 nondiscrimination on the basis of race. color, national origin, sex, age, disability, religion or family status. F. Information and Reports: The Consultant :Al 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 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 refuses to furnish this information. the Consultant shall so certify to the Local Agency. Florida Department of Transportation. Federal High:aayAdministration, Federal Transit Administration. Federal Aviation Administration. and ror 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 :iith the nondiscrimination 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, andror Federal Motor Carrier Safety Administration may determine to be appropriate, including but not limited to withholding of payments to the Consultant under the contract until the Consultant complies and /or 2. cancellation, termination or suspension of the contract in whole or in part, Incorporation or Provisions: The Consultant will include the provisions of Paragraph C through I in every 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, andror 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 :vith 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, Compliance with Nondiscrimination Statutes and Authorities: Title VI of the Civil Rights Act of 1964 (42 U S.C. § 2000d et 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 0 U) n CL BBg� CX CD a LU CU L) a 0 0 �9 0 0 CD 04 t9 0 rld �8 t9 Q� its �d 0 U 0- �S E 0 25- LOCAL AGENCY PROGRAM FEDERAL -AID TERIy1S s75- c40-84 For PROFESSIONAL SERVICES CONTRACTS PRO, MANn•,EMENT o4.'l Page 2 or 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 sec.) 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 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 Lo.v- 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 love- 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). 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. 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. 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. 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 vrillful 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 Agency in compliance with 49 CFR, Section 26.51, was erroneous when submitted or has become erroneous by reason of changed circumstances the Consultant shall provide immediate v iritten notice to the Local Agency. It is further agreed that the clause titled "Certification Regarding Debarment Suspension Ineligibility and Voluntary 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. 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; 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 Laves, U) n CL co CID LU 03 L) a 0 0 09 0 0 CL 03 r_ CD CD 04 t9 0 rld 08 tab Q� its t�f 0 U 0- 08 E 0 03 pro LOCAL AGENCY PROGRAM FEDERAL -AID TERMS 375. coo -3a For PROFESSIONAL SERVICES CONTRACTS PRO:RW MANAGEMENT as +1 s Page 3 013 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 firm or person (other than a bona fide employee ,vorking solely for the above contractor) to solicit or secure this contract: 2. agreed, as an express or implied condition for obtaining this contract to employ or retain the services of any firm or person in connection ,vith 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 [)apartment 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. rare Revised 6112615 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 an the basis of race, color, national origin, sex, age, disability, religion or family status. (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 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 Administration. Federal Aviation Administration, and /or the Federal Motor Carrier Safety Administration may determine to be appropriate. including, but not limited to: 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. (5.) 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 U41M Administration. Federal Aviation Administration. and /or the Federal A.7otor 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. (7.) Compliance with Nondiscrimination Statutes and Authorities: Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et 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 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 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 Law - 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 Vl, 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 sec). U.L'IS ATTACHMENT C Certification for Disclosure of Lobbying Activities on Federal Aid Contracts Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion for Federal Aid Contracts 30- DISCLOSURE CERTIFICATION FOR OF - ACTIVITIES FEDERAL-AID ON CONTRACTS (Compliance with 49CFR, Section 20.100 (b)) M STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 375-0313,32 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCL I TIER COVERED TRANSACTIONS L AID CONTRACTS (Compliance with 2 CFR Parts 180 and 1200) _7 It is certified that neither the below identified firm nor its principals are presently suspe ed, prop-o5ed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal 9 agency. Marne of COnStdta n tlContractor - Ey ��. Date: Title: l , Instructions for Cerlirication Instructions for Certification - Lower Trer ParliclparrM (Applicable to all subcontracts. purchase orders and other lower tier transactions requiring prior FHWA approval or estimated to cost $25.000 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. b, The reltification in this clause is a material representation of fact upon which reliance was placed when this transaction -kas entered into. If it is later determined that the prospective lover tier participant knowingly rendered an enonecds certification, 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. c. The prospective Iwer tier participant shall provide immediate written notice to the person to which this proposal Is submitted if al any time the prospective lower tier participanI lea ms that its certification was erroneous by reason of changed c!rculnstances. 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 t80 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 Tra nsacl rons refers to any covered transaction between a grantee or subgrantee of Federal funds and a participant (such as the prime or general contract) Lo' -tier Tier Covered Transacl ions ' refers to any covered transaction under a First Tie Covered Transaction [such as suraeon tracts I. 'First Tier Participant refers to the participant who has entered into a covered transaction with a grantee c sub gran tee of Federal funds (such as the prime or general contractor). 'Lower Tier Participant' refers any participant who has entered into a Co Vero Iran SaCtiOn'xrt h a rust I ter Par ti c l pa r I or k) tl l t Lu:.N 71eI Pal I � pall E I a] 7L11)Ea r lit aO lw S dnd su{;pl tars;. e• The prospeclive lower tier palticrpant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lover tier covered transaction with a person %-'he is debarred. suspended. declared Ineligible. or voluntarily axctuded from participation in this covered transaction, unless authonzed by the department or agency witil r. hich this transaction originated. 1. Tile prospective lower tier participant further agrees by subrn III [rig this proposal that it viii include this Clause titled "Certification Regarding Debarment. Suspension. Ineligibilib,/ and Voluntary Exclusion- Lv.ver Tier Covered Transaction," without modification, in alt lower tier covered transactions and in all solicilations for lower tier covered transactions exceeding the $25.000 threshold. g. A participant 1n a covered Iransactio-I may rely upon a certification of a prospective participant tin a lower trey covered transaction that is nol deb arredl. susp end ed. 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 alrgibillly of any lower tier prospective participants. each participant may- but is not required to, check the Excluded Parties L1st System .vehsite (https:/Awnv- epls.govi), 'which is compiled by the General Servi ces Administration. h Nothing contained in the foregoing shall be construed to require eslablish men t of a system of records in order to render in goad faith the certification required by this clause. The knowledge and information of participant is not required to exceed that vrhich is nornhalIy possessed by a prudem person in the ordinary course of business dealings. i- Except for transactions atuthorized 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 par lip i pal icn in this Iransaelinn. In addition to other remedies available to Ifhe Federal Government. the de pan men 10 r agency with which this transaction Originated may pursue available remedies. including suspension and/or debarment- Uy n CIL to as E Qd Qd CD Qd LU 03 L9 a 0 0 tZ 4d �9 0 05 0 CL At ttt r- 04 tab el 0 P1} �8 tab Q� rrr lit 0 U 0- �S E L1 03 At CONFLICT OF i ■D,, CERTIFICATIO ■ ' CONSULTANT/C ADVISO 1 certify That I have no present conflict of interest, that I have no knowledge of any conflict or InI ere si that my firm may have, and that 1 Will fectrse myself from any capacity of dectsron making, approval, disapproval, or reoamrn,endation an any contract if t have a corflicl of interest or a potenliat conflict of interest. CflnsultantsrContractors are expected to safeguard thrrr ability to make objective. fair, and 1nipartial decisions Mien performing Nork for the Department, and therefore may not accept benefits of any sort under circumstances in • %ehiGi it Could be inferred by a reasonable obseiVer that the benefit was intended to influence a pending or future decision of theirs, or to reward a past decision Con suIlants performing vrork for the Department should avoid any conduct {r,liether in the context of business. financlal, or social relal!onships) •.vluch might undermrne the public trust, whether or not that conduct Is unethical or lends ilse!f to the appearance of ethical impropriety. i -Ni 11 maintain the confidentiality of all information not made public by the Florida Department of Tram sportalion ('Department'} related to the procurement of the above- referenced t' Project ") that I gain access to as a result of my involvernent with the Project ('Procurement Information") - I understand that Procurement Information includes, but is not limited to, documents prepared by or for the Depart ment related to procurement of the Project. I also understand that Procurement Information includes. but is not limited to, documents submitted to the Department by en litres seeking an award of Ilia P role cl ["Proposers']. I understand Ihat Procurement information may include documents submitted by Proposers re la led to letters of responselletlers of interest. Iech Rica I proposals, price proposals, financial proposals. and intormaiion shared during exempt meetings. I also understand that Procure ment 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 Mth anyone Who is a member of or acting an behalf of a Proposer. Unless so ordered by a court of competent ILmSclictron or an opinion of the Office of the Rot ida Attorney General. 1 •.w11 not divulge any Procurement Information except to individuals v.'h ❑ leave executed a Conflict of InterestlConfidentiality Cert ficalion 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 •Kith a request for Procurement Information. I wi11 promptly forward such request to the Department's Procurement Office. I will also main security and control over all docunenm containing Procurement Information which are in my custody. agree nol to solicit or accept gratuities, unwarranted privileges or exemptions, favors, or anything cf value from any firm under consideration for an agreement associated with I11e Pfojeel, and I recognize that doing so may be contrary to sialuters, ordiriances, and rules governing or applicable to the Department or may othera se be a violation of the law. I agree not to engage in bid tampering, pursuant to . Section 838.2 2. Florida Stalules. i realize that violation of the above mentioned standards could result in the !ermination of my .nark for the Department. 1 further realize that violation of the above mentioned statute would be punishable in a000rdance math Section 838.22, Florida Sratutes.. Advertisement No-/ Description Financial Project Plumber {s} Solicitation _ — Iris Cj ^rr:J� � r Jill � [ "c�/lra r,s7��wSS +C Vic]! CE? 'z'arJC� �� `�CrtlrrZ_J Pnoted Names - � 0 4 - ;, 1,1,