Item D09County �� Mo
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BOARD OF COUNTY COMMISSIONERS
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Mayor David Rice, District 4
T he Fl orida Keys
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M ayor Pro Tern Syl v i a J. M u rphy, D i stri ct 5
Danny L. Kolhage, District 1
Gorge Neugent, District 2
Heather Carruthers, District 3
County Commission Meeting
May 16, 2018
Agenda Item Number: D.9
Agenda Item Summary #4166
BULK ITEM: Yes DEPARTMENT: Engineering / Roads
TIME APPROXIMATE: STAFF CONTACT: Clark Briggs (305) 295 -4306
n/a
AGENDA ITEM WORDING: Approval of a Task Order with CSA Central, Inc. for Engineering
Design and Permitting Services for the Hurricane Irma Roadway Repairs Project. This Task Order
is being awarded in accordance with the Continuing Contract for On Call Professional Engineering
Services in the maximum not to exceed amount of $92,800. The cost is anticipated to be eligible for
reimbursement from Federal Emergency Management Agency (FEMA) at 75% with 12% funded by
the State and 12% County matching funds in the amount of $11,600.
ITEM BACKGROUND: On September 10, 2017 Hurricane Irma made landfall in the Florida
Keys. As a result, various roads and bridges throughout Monroe County sustained damages. The
roadways being repaired in this Task Order are those that that are under FEMA funding jurisdiction
for repairs and not the roads and bridges damaged under the jurisdiction of the Federal Highway
Administration (FHWA). It is anticipated that this project will be eligible for reimbursement with
75% to be funded by the Federal Emergency Management Agency (FEMA), 12% funded by the
State and 12% County matching funds; if funded as expected the total cost to the County will be
$11,600.
PREVIOUS RELEVANT BOCC ACTION: The BOCC approved the On Call Professional
Engineering Services contract with CSA Central, Inc. at the January 2018 meeting.
CONTRACT /AGREEMENT CHANGES:
New Task Order
STAFF RECOMMENDATION: Approval of Task Order
DOCUMENTATION:
EXECUTED STAMPED CSA Task Order Irma
CSA Central - EXEC - 1 -17 -18
FINANCIAL IMPACT:
Effective Date: May 16, 2018
Expiration Date: 30 days after project completion.
Total Dollar Value of Contract: $92,800.00
Total Cost to County: $11,600
Current Year Portion: $11,600
Budgeted:
Source of Funds: 1250459110 IRMONRCI
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: If yes, amount:
Grant: Yes
County Match: $11,600 (12.5% of total dollar value of contract)
Insurance Required: Yes
Additional Details:
05/16/18 125 - 0459110 -HURRICANE IRMA
$92,800.00
REVIEWED BY:
Judith Clarke
Completed
05/01/2018 2:35 PM
Christine Limbert
Completed
05/01/2018 3:09 PM
Budget and Finance
Completed
05/01/2018 3:16 PM
Maria Slavik
Completed
05/01/2018 3:19 PM
Kathy Peters
Completed
05/01/2018 9:44 PM
Board of County Commissioners
Pending
05/16/2018 9:00 AM
AGREEMENT FOR
ON CALL PROFESSIONAL ENGINEERING SERVICES
is Agree ent ( "Agreement ") made and entered into this day of
`i , 20 by and between Monroe County, a political subdivision of the State
of Florida, hose 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
CSA Central, Inc. a foreign corporation of the State of Ohio, authorized to do
business in the State of Florida, whose address is 8200 NW 41st Street, Suite 305, Doral,
Florida 33166 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
Ir 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:
91
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.
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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:
For the County:
Ms. Judith Clarke, P.E.
f 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:
Mr. Roberto Leon, P.E.
CSA Central, Inc.
8200 NW 41 s` Street
Suite 305
Doral, FL 33166
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-
conformance with the Agreement Documents. Written notice shall be deemed to
have been duly served if sent pursuant to paragraph 2.3.
P h 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 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.
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
Roberto Leon
Edgardo Martinez
Juan Villar
David Rosa
FUNCTION
Principal In Charge
Senior Project Manager
Senior Engineer
Senior Environmental
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.
Sa
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 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.
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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
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:
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.
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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
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 an additional
insured. The COUNTY reserves the right to require a certified copy of such
policies upon request.
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
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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.
9.5 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.
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 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.
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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.
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.
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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
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 11, 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
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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
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
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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 -BRIAN 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
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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.
9.25 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.
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 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.cir)o.ciov/davisbacon/fl.htmI 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 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
16-
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.
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
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.
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
Deputy Clerk
Date; r'
By:_
Mayor /Chairman
END OF AGREEMENT
MONROE COUNTY ATTORNEY'S OFFICE
T K R
PATRICIA EASL:I S
ASSISTANT CO NT' ATTORNEY
DATE. ( - t 'A
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ATTACHMENT A
CONSULTANT RATES
j
-1
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CSA Group
Attachment A — Consultant Rates
CSA Central, Inc.:
A Full Serme PrOjec'd Delively Co mparty
Envrronmerdal Sefwcns
Architecture & EacWneefing
ConstrucOon Management
Operations raations & Winterrince
Classifications
Hourly Rate
ENGINEERS & ARCHITECTS
Principal In Chart
$225.00
Principal Engineer/Architect
$175.00
Project Manager
$150.00
Senior En ineer /Architect/Environmental
$140.00
En ineerlArchitect/ Environmental
$120.00
Junior Eng /ArchitectlEnvironm /Grant Writer
m Inspector
;90.00
Construction Manager/Senior Field
$110.00
Field Inspector
$ 65.00
Junior Field Inspector
$60.00
Senior Technician (CA DD)
$65.00
Technician (CADD)
$50.00
Administrative Clerk
535.00
SURVEYORS
Professional Surveyor Mapper
$110 .00
Survey Technician
$70.00
2 Man Survey Crew
$85.00
3 Man Survey Crew
'$110.00
GIS
Senior GIS Analyst
$x100.00
GIS Anal st
$75.00
GIS Technician/DD Technician _.
$60.00
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ATTACHMENT B
APPENDICES: I, A and E OF THE FDOT STANDARD PROFESSIONAL SERVICES
AGREEMENT
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L(. C2 L GENC Y 1?ROGR�i)"!.1 ITED R L -:SIT? TERNI`iR 375- 1340 -84
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Pager 1 &3
TERMc FOR F D RAL ID GONT AGTC (APP NDIX 11:
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 wilh 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, 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.
E. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations made by
the Consultant, either by competitive bidding or negotiation for %ork 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 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
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 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.
G. Sanctions for Noncompliance: In the event of the Consultant's noncompliance v ith 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, andlor Federal Motor Carrier
Safety Administration may determine to be appropriate, Including but not limited to,
1. oilhholding of payments to Ilia Consultant under the contract until the Consultant compiles 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 tr ilh respect to any subcontract or
procurement as the Local Agency, Florida Department of Transportalon, Federal Highway Administration Federal
Transit Administration, Federal Aviation Administration andfor 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.
1. Compliance with Nondiscrimination Statutes and Authorities: Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d at
seq., 76 stet. 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 PRt"lf"fRAM FEDERAL-AID T°ERAi 375- 0-£0- 64
NT
For PR OFESSIO NAL SERVICES CO NTRACT 4115
PROGRAM MANACEM
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Paps 2 013
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 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
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 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
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 written notice to the Local Agency. It is
further agreed that the clause titled `Certification Regarding Debarment, Suspension, Ineligibility and Votuntary
Exclusion - Lo mr Tier Cowered 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
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 Laws,
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LOCAL AGENCY PROGRAM FEDERAL-AID TElUIS 3-15-040-84
PROGRAM MANAGEMEN
Foi. PROFESSIONAL SERVICES CONITF-ACTS 0411 7
5
Page 3 of 3
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 working 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 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 Deparlment 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.
ME
Revised 01/2015
APPENDICES A and E
During the performance of this contrac the contracto for itself. its assignees and Successors m
interest (hereinafter referred masthe "Cuntractor") agrees ms follows;
(t) Compliance with Regulations. The Con shall comply with the Regulations relative mm
nondiscrimination |n Federa programs nf the U.S, Department vfTransportation
(hereinafter, ~UePOT~) Title 49, Code of Federal Regulations, Pan %|. as t may be
amended from time to time, (hereinafter mmoeneu to as the megolmtiwnm), which are herein
incorporated by reference and made a part m this Agreement,
(2.)Nondiscrimination: The Contractor, with regard to the vvork performed during tile contrac
shall not discriminate on the basis cMrace, color, national origin, sew disabiUty, religion
or family mtm,uw in the selection and retention or subcontractors, including pmourenomm,m of
materials and leases of equipment,, The Contractor o|rmo not participate either directly or
indirectly in the discrimination prohibited by section 211.5 of the Regulations, includ
employment practices when the contract covers a program set forth in Appendix B of the
(3.) Solicitations for Subcontractors, including Procurements nmmaterials and Equipment.
m all solicitations made by the Contractor, either by competitive bidding or negotiation for
work uomy performed under a subcontract, including procurements of materials or leases o/
equ ipment; each potential subcontractor m, supplier shall henotified by the Contractor ofthe
Contractor's obligations Linder this contract and the Regulations relative ,mnondiscrimination
on the basis of race, color, national origin, sex. age, disability, religion or family status,
(4�) |�vnnoui*n and ewpvum: The Contractor nho|| n�,ue d| 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
/r Florida Department nrTransportation, the Federal Highway Administration, peues,/ Transit
K
Administration, Federal Aviation Administration, wndlorme Federal Motor Carrier Safety
�
Administration to be pertinent to ascertain compliance with such Regu|annns, orders and
instructions. Where any information required ova Contractor |sm the exclusive possession av
another who fails or refuses to furnish this information the Contractor shall so certify to the
Florida Department nfTransportation, the Federal Highway Administration, Federal Transit
Administration, Federal Aviation Administration, andlor the Federal Motor Carrier Safety
Administration as appmpnate, and shall set forth whet 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 onntrem, the Florida Department urTransportation shall
impose such contract sanctions as it or the Federal Highway Administration, Federal Transit
Administration, Federal Aviation Administration, anmmme Federal Motor Carrier Safety
Administration may determine mue appropriate, including, but not limited to:
o. withholding of payments to the Contractor under the contract until the cvnt,aooa,
complies, and/or
u. cancellation, termination o, suspension ov the contract, m whole o,mpart.
(o.) Incorporation o,Provisions: The Contractor shall include the provisions m paragraphs (1)
mmusx (7) in every suucontract, mo|umno procurements of materials and leases of
npuipmem, unless exempt uvthe neou|anunu or directives issued pursuant thereto. The
Contractor shall tame such action with respect to any subcontract o, procurement as the
Florida Department or Transportation, the Federal Highway Administration, Federal Transit
25-
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.
(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 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 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).
26-
ATTACHMENT C
Certification for Disclosure of Lobbying Activities on Federal Aid Contracts
Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion
for Federal Aid Contracts
27-
375-030.33
PROCUREMENT
IWO
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
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
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 -LLL, "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.)
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 1352, Title
31, U.S. Code. Any person who fails to file the required certification shall be subject to
a civil penalty of not less than $10,000 and not more than $100,000 for each such
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 lower tier
subcontracts, which exceed $100,000 and that all such subrecipients shall certify and
disclose accordingly.
Name:o sultana:
1
Icy: Date: 1 Z V12 Authorized Signature
( &-
e:
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STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 375 -030-32
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PRO uREMEN$
INELIGIBILITY AND VOLUNTARY EXCLUSION -
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 tr nsactton by any federal department or agency.
Name of Coo oltanjeootr tpr G
By:
Date:
Title:
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 $25,000 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 certification in this clause is a material representation of fact 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
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 i
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
transaction between a grantee or subgrantee of Federal funds and a participant (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).
"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 will include this clause titled
"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
$25,000 threshold.
g. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower 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: //www.epis.gov /), which is compiled by the General Services Administration.
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.
i. 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.
29-
STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 375- 03L''54
CONFLICT OF INTEREST /CONFIDENTIALITY CERTIFICATION PROCU bcr -M/17
eatiT
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 I
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.
Consultants /Contractors are expected to safeguard their ability to make 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
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.
I 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 "). I understand that Procurement Information may
include documents submitted by Proposers related to letters of response /letters 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. I will also maintain security and control over all documents containing Procurement
Information which are in my custody.
I agree not to solicit or accept gratuities, unwarranted privileges or exemptions, favors, or anything of value from any firm under
1 : 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
that violation of the above mentioned statute would be punishable in accordance with Section 838.22, Florida Statutes..
Advertisement No] Description Financial Project Number(s)
Solicitation No
Each undersigned individual agrees to the terms of this Conflict of Interest /Confidentiality Certification.
Printed Names Signatures Date
30-