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09/19/2018 Agreement C CURI4 `11 °4• Kevin Madok, CPA ■ P ' � 3 Clerk of the Circuit Court & Comptroller — Monroe County, Florida �110,yROE COUNT i DATE: September 27, 2018 TO: Breanne Erickson Engineering Services FROM: Pamela G. Hance I.C. SUBJECT: September 19 BOCC Meeting Attached is a duplicate original of Item C3, Contract with WSP USA, Inc. for Construction Engineering and Inspection Services (CEI) for the Pigeon Key Ramp Rehabilitation Project in the maximum not to exceed the amount of $283,248.90, for your handling. Should you have any questions, please feel free to contact me at (305) 292 -3550. Thank you. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 Plantation Key, Florida 33070 305- 294 -4641 305- 289 -6027 305 - 852 -7145 305 - 852 -7145 AGREEMENT FOR CONSTRUCTION ENGINEERING AND INSPECTION (CEI) SERVICES FOR THE PIGEON KEY RAMP PROJECT This Agreement ( "Agreement ") made and entered into this 19th day of September, 2018 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 "), AND WSP USA Inc., a foreign corporation of the State of New York, whose address is 7650 Corporate Center Drive, Suite 300, Miami, Florida 33126 its successors and assigns, hereinafter referred to as "CONSULTANT ", WITNESSETH: WHEREAS, COUNTY desires to employ the professional services of CONSULTANT construction engineering and inspection (CEI) services for the Pigeon Key Ramp Project; and WHEREAS, CONSULTANT has agreed to provide professional services which shall include but not be limited to providing construction engineering and inspection (CEI) services for the the Pigeon Key Ramp Project, which services shall collectively be referred to as the "Project "; 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: FORM OF AGREEMENT ARTICLE 1 1.1 REPRESENTATIONS AND WARRANTIES By executing this Agreement, CONSULTANT makes the following express representations and warranties to the COUNTY: 1.1.1 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; 1.1.2 The CONSULTANT has become familiar with the Project site and the local conditions under which the Work is to be completed. -1- 1.1.3 The CONSULTANT shall prepare all documentation required by this Agreement in such a manner that they shall be accurate, coordinated and adequate for use in verifying work completed and 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 Agreement will be adequate and sufficient to document costs in a manner that is acceptable for reimbursement by government agencies, therefore eliminating any additional cost due to missing or incorrect information; 1.1.4 The CONSULTANT assumes full responsibility to the extent allowed by law with regards to his performance and those directly under his employ. 1.1.5 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. 1.1.6 At all times and for all purposes under this agreement the CONSULTANT is an independert 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 his /her employees, contractors, servants, or agents to be employees of the Board of County Commissioners for Monroe County. 1.1.7 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. 1.1.8 ' The CONSULTANT shall complete the scope of services no later than Thirty (30) days after Final Completion of the Pigeon Key Ramp Project by the contractor. ARTICLE II SCOPE OF BASIC SERVICES 2.1 DEFINITION CONSULTANT'S Scope of Basic Services consist of those described in Attachment A and B. The CONSULTANT shall commence work on the services provided for in this Agreement promptly upon his receipt of a written notice to proceed from the COUNTY. 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- 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 COUNTY 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: Mr. Ronald Colas, PE, SI WSP USA, Inc. 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. 3.2 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. FDOT will not fund additional services other than the scope as set forth in Basic Scope of Services. Any additional services must be funded and approved by the Board of County Commissioners. 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, 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 -3- 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 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 he shall hold the COUNTY harmless and shall indemnify him 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 provide by the CONSULTANT the CONSULTANT agrees and warrants that CONSULTANT hold the COUNTY harmless and shall indemnify it from all losses occurring thereby and shall further -4- 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. 5.6 FDOT INDEMNIFICATION To the fullest extent permitted by law, the CONSULTANT shall indemnify and hold harmless the Agency, the State of Florida, Department of Transportation, and its officers and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of the CONSULANT and persons employed or utilized by the CONSULTANT in the performance of this Contract. This indemnification shall survive the termination of this Contract. Nothing contained in this paragraph is intended to nor shall it constitute a waiver of the State of Florida and the (COUNTY) Agency's sovereign immunity." ARTICLE VI PERSONNEL 6.1 PERSONNEL The CONSULTANT shall assign only qualified personnel to perform any service concerning the project. ARTICLE VII COMPENSATION 7.1 COMPENSATION BASED ON SPECIFIED RATES 7.1.1 The COUNTY shall pay the CONSULTANT monthly in current funds for the CONSULTANT'S performance of this Agreement based on the hourly rates or test rates outlined in Attachment B. The Total Estimated Not to Exceed Amount of Two Hundred Eighty Three Thousand Two Hundred Forty Eight Dollars and Ninety Cents ($283,248.90) apply to this Agreement. Personnel Estimated hours Loaded Hourly Rate Total Estimated Classification Dollar Amount Senior Project 330 $223.53 $73,764.90 Engineer CEI Project 825 $107.34 $88,555.50 Administrator /Resident Compliance Specialist CEI Senior Inspector 1237.50 $97.72 $120,928.50 Total Estimated Not To Exceed Amount $283,248.90 -5- 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 at 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; b. Cost of reproducing maps or drawings or other materials used in performing the scope of services; 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 -6- 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 440. B. Employers Liability Insurance with limits of $100,000 per Accident, $500,000 Disease, policy limits, $100,000 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 $50,000 per person, $100,000 per Occurrence, $25,000 Property Damage or $100,000 combined single limit. 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 $300,000 per Person, $500,000 per Ocurrence, $200,000 Property Damage or $500,000 Combined Single Limit. 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 48 months following the termination or expiration of this contract. E. Engineer's Errors and Omissions insurance of $300,000 per occurrence and $500,000 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 and FDOT shall be named as an additional insured with respect to CONSULTANT'S liabilities hereunder in insurance coverages identified in Paragraphs C and D. -7- 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 and FDOT as an additional insured. The COUNTY reserves the right to require a certified copy of such policies upon request. I. If the CONSULTANT participates in a self- insurance fund, a Certificate of Insurance will be required. In addition, the CONSULTANT may be required to submit updated financial statements from the fund upon request from the COUNTY. 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. -8- 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 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. C. Termination for Cause and Remedies: In the event of breach of any contract terms, the COUNTY retains the right to terminate this Agreement. The COUNTY may also terminate this agreement for cause with CONSULTANT should CONSULTANT fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination, the COUNTY shall provide CONSULTANT with five (5) calendar days' notice and provide the CONSULTANT with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the COUNTY terminates this agreement with the CONSULTANT, COUNTY shall pay CONSULTANT the sum due the CONSULTANT under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract; however, the COUNTY reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to CONSULTANT shall not in any event exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2 -721 et al. of the Monroe County Code. D. Termination for Convenience: The COUNTY may terminate this Agreement for convenience, at any time, upon sixty (60) days' notice to CONSULTANT. If the COUNTY terminates this agreement with the CONSULTANT, COUNTY shall pay CONSULTANT the sum due the CONSULTANT under this agreement prior to termination, unless the cost of completion to the COUNTY exceeds the funds remaining in the contract. The maximum amount due to CONSULTANT shall not exceed the spending cap in this Agreement. In addition, the COUNTY reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the COUNTY's False Claims Ordinance, located at Section 2 -721 et al. of the Monroe County Code. 9.6 CONTRACT DOCUMENTS This contract consists of the Request forRroposals, 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, C, D, E and F, 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 public entity crime may not submit a bid on contracts to provide any goods or services to -9- f 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 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 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 CONSULTANT 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 years from the final payment or 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 five years following the fial payment or 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 16th 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. -10- 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. 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. Any conditions imposed as a result of funding that effect the Project will be provided to each party. 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. This provision does not negate or waive the provisions of paragraph 9.5 concerning termination or cancellation. -11- 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 an d 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 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. During the performance of this Agreement, the CONSULTANT, in accordance with Equal Employment Opportunity (30 Fed. Reg. 12319, 12935, 3 C.F.R. Part, 1964 -1965 Comp., p. 339), as amended by Executive Order 11375, Amending Executive Order 11246 Relating to Equal Employment Opportunity, and implementing regulations at 41C.F.R. Part 60 (Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor). See 2 C.F.R. Part 200, A ppendix II, ¶ C, agrees as follows: 1) The CONSULTANT will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during -12- employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. 2) The CONSULTANT will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. 3) The CONSULTANT will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. 4) The CONSULTANT will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising, the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5) The CONSULTANT will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 6) The CONSULTANT will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 7) In the event of the CONSULTANTS non - compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September -13- 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 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. 9.21 PUBLIC ACCESS. Public Records Compliance. CONSULTANT 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 CONSULTANT 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 CONSULTANT 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 CONSULTANT . Failure of the CONSULTANT 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 CONSULTANT is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the CONSULTANT is required to: -14- (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 author by law for the duration of the contract term and following completion of the contract if the CONSULTANT 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 CONSULTANT or keep and maintain public records that would be required by the County to perform the service. If the CONSULTANT transfers all public records to the County upon completion of the contract, the CONSULTANT shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONSULTANT keeps and maintains public records upon completion of the contract, the CONSULTANT 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 CONSULTANT of the request, and the CONSULTANT must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the CONSULTANT 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 CONSULTANT . A CONSULTANT 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 section119.10, Florida Statutes. The CONSULTANT 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 CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT '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 12TH Street, SUITE 408, KEY WEST, FL 33040. -15- 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 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 fee and any additions thereto shall -16- 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 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 DISADVANTAGED BUSINESS ENTERPRISE (DBE) POLICY- 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 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. For specific instructions, refer to FDOT form 275 - 030 -11. 9.30 FEDERAL CONTRACT REQUIREMENTS The CONTRACTOR/CONSULTANT and its subcontractors must follow the provisions as set forth in 2 C.F.R. §200.326 Contract provisions and Appendix II to 2 C.F.R. Part 200, as amended including but not limited to: 9.30.1 Contractor agrees to 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) and will reports violations to FEMA and the Regional Office of the Environmental Protection Agency (EPA). 9.30.2 Davis -Bacon Act, as amended (40 U.S.C. § §3141- 3148). When required by Federal program legislation, which includes emergency Management Preparedness Grant Program, Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security Grant Program and Transit Security Grant Program, 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 -17- 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 Tess than once a week. If applicable, the COUNTY must place a 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. When required by Federal program legislation, which includes emergency Management Preparedness Grant Program, Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security Grant Program and Transit Security Grant Program (it does not apply to other FEMA grant and cooperative agreement programs, including the Public Assistance Program), 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. (1) Contractor. The contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract. (2) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as the FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. (3) Breach. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12. 9.30.3 Contract Work Hours and Safety Standards Act (40 U.S.C. 3701 - 3708). Where applicable, which includes all FEMA grant and cooperative agreement programs, 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, -18- 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. 9.30.4 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. 9.30.5 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). 9.30.6 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. 9.30.7 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. 9.30.8 Compliance with Procurement of recovered materials as set forth in 2 CFR § 200.322. CONTRACTOR must comply with section 6002 of the Solid Waste disposal Act, as amendment by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designed in guidelines of the Environmental Protection Agency (EPA at 40 CPR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. -19- Other Federal Requirements: 9.30.9 Americans with Disabilities Act of 1990 (ADA) — The CONTRACTOR will comply with all the requirements as imposed by the ADA, as amended, the regulations of the Federal government issued thereunder, and the assurance by the CONTRACTOR pursuant thereto. 9.30.10 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 CONTRACTOR 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, including but not limited to 2 C.F.R. §200.321. The COUNTY and the CONTRACTOR 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. CONTRACTING WITH SMALL AND MINORITY BUSINESSES, WOMEN'S BUSINESS ENTERPRISES, AND LABOR SURPLUS AREA FIRMS If the CONTRACTOR, with the funds authorized by this Agreement, seeks to subcontract goods or services, then, in accordance with 2 C.F.R. §200.321, the CONTRACTOR shall take the following affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used whenever possible: i. Placing qualified small and minority businesses and women's business enterprises on solicitation lists; ii. Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; iii. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; iv. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; v. Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce. 9.30.11 The Contractor 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 Contractor during the term of the Contract and shall expressly require any subcontractors 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 subcontractor during the Contract term. 9.30.12 The CONTRACTOR is bound by the terms and conditions of the Federally- Funded Subaward and Grant Agreement between COUNTY and the FDOT. -20- 9.31 FEDERAL HIGHWAY ADMINISTRATION REQUIREMENTS The following forms and provisions are incorporated in and made a part of this contract. a). Appendix I of the FDOT Standard Professional Services Agreement is included as Attachment C. b). The CONSULTANT and any sub - consultants shall not discriminate on the basis of race, color, national origin or sex in the performance of this contract. The CONSULTANT shall carry out applicable requirements of 49 C.F.R. 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 the termination of this contract or such other remedy as the COUNTY deems appropriate. c). CONSULTANT will comply, and ensure its sub - consultants will comply, with the Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion — Lower Tier Covered Transactions in 49 C.F.R. Part 29, when applicable. d). Equal Employment Opportunity: In connection with the carrying out of any project, the CONSULTANT shall not discriminate against any employee or applicant for employment because of race, age, religion, color, sex national origin, disability or marital status. The CONSULTANT will take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, age, religion color, gender, national origin, disability or marital status. Such action shall include, but not be limited to, the following: employment upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. e). The CONSULTANT and all sub - consultants agree to 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 or sub - consultants during the term of the contract. f). The CONSULTANT will adhere to all applicable requirements outlined in the Local Agency Program (LAP) Agreement between FDOT and Monroe County for this project. A copy of the Agreement is included as Attachment D. g). The CONSULTANT will identify DBE participation as outlined in Paragraph 9.29.10, Disadvantaged Business Enterprise (DBE) Policy and Obligations. The CONSULTANT will utilize the FDOT Equal Opportunity Compliance (EOC) web based application designed to manage the DBE Program and ensure compliance of DBE reporting. The EOC Contractor /Consultant module is for Prime Contractors and Consultants to report their Bidder Opportunity List, DBE Commitments, and DBE Subpayments. The Prime Contractor /Consultant is responsible for DBE reporting on Construction, Maintenance, Professional Services and Local agency contracts. FDOT has a race neutral program with an 10.65% goal. For specific instructions, refer to FDOT form 275 - 030 -11. Attachment E. The Bid Opportunity list form is required and included in Attachment F. h). The CONSULTANT will complete and submit the most current version of the following FDOT forms included in Attachment F: -21- Form Number Form Name -. 375- 030 -30 Truth in Negotiation Certification 375- 030 -50 Conflict of Interest Certification 375- 030 -32 Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion for Federal Aid Contracts 375- 030 -33 Certification for Disclosure of Lobbying Activities on Federal Aid Contracts 375- 030 -34 ' Standard Form -LLL, Disclosure of Lobbying Activities (if required): 375- 040 -62 Bid Opportunity List — (also entered in FDOT EOC system) i). The COUNTY will perform a CONSULTANT evaluation in accordance with FDOT requirements utilizing the appropriate FDOT form after final acceptance as part of the project closeout process. j). Acquisition of tangible capital assets for COUNTY ownership through service contracts is normally not acceptable. The requirements of Rule 60A 1.017, F.A.C., must be considered when this is necessary. Property acquired as part of a service contract must be handled in accordance with FDOT Procedure No. 350 - 090 -010, Tangible Personal Property Procedure. k). Allowable Costs: CONSULTANT shall refer to Code of Federal Regulations: 48 C.F.R. Part 31, Subpart 31.2 - Contracts With Commercial Organizations for cost principles and definitions of allowable costs. IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly c v.f Atm -d representative on the day and year first above written. • -'0 ` $ ` Wi BOARD OF COUNTY COMMISSIONERS sr ;n Madok, Clerk OF MONROE COUNTY, FLORIDA By By /. ,, Deputy Clerk Mayor /Chairman MONROE COUNTY ATTORNEY p , • 'P;•O A D • S TI ORM: Date: 1 _ iq, �I _ 4* c4oA,i /:'.:' r , 1 . Ia�l .4 !/ C ' STINE LIMB IMB-ERT- BARROWS ASSISTANT CQUNTY A1TQRNEY DATE: - N I 1-1-1 I Y (Seal) CONSULTANT Attest: _ WSP USA I 3 BY: a II .d. +!�A — By: ' i• - ' r" ff ^, "7.3 Title I a / S. l , �/�v J , Title: !9/'t R 4,�•�-'��" r ± END OF AGREEMENT - rri -22- = 0 . `2 ATTACHMENT A SCOPE OF BASIC SERVICES -23- SCOPE OF WORK 1.0 The Consultant shall provide Construction Engineering and Inspection Services for the Pigeon Key Ramp Project. The project consists of the rehabilitation and substantial replacement of the 23 span timber, concrete and steel structure ramp bridge. Work includes maintaining environmental controls and maintenance of traffic.(FDOT work group type 10 : 10.3; 10.4 minimum). The project is being administered through the Florida Department of Transportation's (FDOT'S) Local Agency Program (LAP); the Consultant will comply with all LAP requirements. The Consultant shall exercise their independent professional judgment in performing their obligations and responsibilities under this Task Order. Pursuant to Section 4.1.4 of the FDOT's Construction Project Administration Manual (CPAM), the authority of the Consultant's lead person, such as the Senior Project Engineer, and the Consultant's Project Administrator shall be identical to the Department's Resident Engineer and Project Administrator respectively and shall be interpreted as such. Services provided by the Consultant shall comply with the LAP requirements, FDOT manuals, procedures, and memorandums in effect as of the date of execution of the Task Order unless otherwise directed in writing by the County. On a single Construction Contract, it is a conflict of interest for a professional firm to receive compensation from both the County and the Contractor either directly or indirectly. The Consultant 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. Milestone Dates (may be approximate) RFQ Advertisement April 20, 2018 Deadline for Questions (10 or more days prior to opening) May 13, 2018 RFQ Due Date May 23, 2018 Selection Committee Ranking Meeting June 11, 2018 County Commission Agenda to Approve Negotiations July 18, 2018 Contract Negotiations (not to exceed 30 days) July 27, 2018 Notice of Award August 17, 2018 County Commission Agenda to Approve Agreement September 19, 2018 2.0 LENGTH OF SERVICE: The Consultant services for the Construction Contract shall begin upon written notification to proceed by County. The Consultant Senior Project Engineer will track the execution of the Construction -24- Contract such that the Consultant is given timely authorization to begin work. While no personnel shall be assigned until written notification by the County has been issued, the Consultant shall be ready to assign personnel within two weeks of notification. For the duration of the project, the Consultant shall coordinate closely with the County' and Contractor to minimize rescheduling of Consultant activities due to construction delays or changes in scheduling of Contractor activities. For estimating purposes, the Consultant will be allowed an accumulation of thirty (30) working days to perform preliminary administrative services prior to the issuance of the Contractor's notice to proceed and thirty (30) calendar days to demobilize after final acceptance of the Construction Contract. Construction Contract Estimate Bid Date Start Date Duration 9/30/2018 10/22/2018 270 days 3.0 DEFINITIONS: A. Resident Engineer: The Engineer assigned to a particular Project or area to administer Construction Contracts for the County. B. Construction Project Manager: The County employee assigned to manage the Construction Engineering and Inspection Contract and represent the County during the performance of the services covered under this Agreement. C. Engineer of .Record: The Engineer noted on the Construction plans as the responsible person for the design and preparation of the plans. D. Consultant: The Consulting firm under contract to the County for administration of Construction Engineering and Inspection services. E. Agreement: The Professional Services Agreement between the County and the Consultant setting forth the obligations of the parties thereto, including but not limited to the performance of the work, furnishing of services, and the basis of payment. F. Consultant Senior Project Engineer: The Engineer assigned by the Consultant to be in charge of providing Construction Contract administration for one or more Construction Projects. This person may supervise other Consultant employees and act as the lead Engineer for the Consultant. G. Consultant Project Administrator: The employee assigned by the Consultant to be in charge of providing Construction Contract administration services one or more Construction Projects. H. Contractor: The individual, firm, or company contracting with the County for performance of work or furnishing of materials. -25- Construction Contract: The written agreement between the County and the Contractor setting forth the obligations of the parties thereto, including but not limited to the performance of the work, furnishing of labor and materials, and the basis of payment. J. CPAM: Florida Department of Transportation, Construction Project Administration manual; latest. K. Department: Florida Department of Transportation L. F.D.O.T.: Florida Department of Transportation. M. County: Monroe County Board of County Commissioners. 4.0 REQUIREMENTS: 4.1 General: It shall be the responsibility of the Consultant to administer, monitor, and inspect the Construction Contract such that the project is constructed in reasonable conformity with the plans, specifications, and special provisions for the Construction Contract. The Consultant shall observe the Contractor's work to determine the progress and quality of work, identify discrepancies, report significant discrepancies to the County, and direct the Contractor to correct such observed discrepancies. The Consultant is hereby designated by the County to negotiate Supplemental Agreements. However, the Consultant must seek input from the Construction Project Manager. The Consultant shall prepare the Supplemental Agreement as a recommendation to the County, which the County may accept, modify or reject upon review. The Consultant shall consult with the Construction Project Manager, as it deems necessary and shall direct all issues, which exceed its delegated authority to the Construction Project Manager for County action or direction. The Consultant shall advise the Construction Project Manager of any significant omissions, substitutions, defects, and deficiencies noted in the work of the Contractor and the corrective action that has been directed to be performed by the Contractor. Work provided by the Consultant shall not relieve the Contractor of responsibility for the satisfactory performance of the Construction Contract. 4.2 Survey Control: The Consultant shall check or establish the survey control baseline(s) along with sufficient baseline control points and bench marks at appropriate intervals along the project in order to: (1) make and record such measurements as are necessary to calculate and document quantities for pay items; (2) make and record pre - construction and final cross section surveys of the project site in those areas where earthwork (i.e., embankment, excavation, subsoil excavation, etc.) is part of the -26- construction project; and (3) perform incidental engineering surveys. The Senior Project Engineer will establish the specific survey requirements for each project prior to construction. Any questions or requests for "Waiver of Survey" should be directed to the Senior ' Project Engineer. 4.3 On -site Inspection: The Consultant shall monitor the Contractor's on -site construction activities and inspect materials entering into the work in accordance with the plans, specifications, and special provisions for the Construction Contract to determine that the projects are constructed in reasonable conformity with such documents. The County will monitor all off -site activities and fabrication. The Consultant shall keep detailed accurate records of the Contractor's daily operations and of significant events that affect the work. Consultant shall be responsible for monitoring and inspection of Contractor's Work Zone traffic control plan and review of modifications to the Work Zone Traffic Control Plan, including alternate Work Zone Traffic Control Plan, in accordance with F.D.O.T. procedures. Consultant employees performing such services shall be qualified in accordance with F.D.O.T. department procedure. 4.4 Sampling and Testing: The Consultant shall perform sampling and testing of component materials and completed work in accordance with the Construction Contract documents. The minimum sampling frequencies set out in the Department's Materials Sampling, Testing and Reporting Guide shall be met. In complying with the aforementioned guide, the Consultant shall provide daily surveillance of the Contractor's Quality Control activities at the project site and perform the sampling and testing of materials and completed work items that are normally done in the vicinity of the project for verification and acceptance. Documentation reports on sampling and testing shall be submitted to responsible parties during the same week that the construction work is done. If required, the Consultant will transport samples to be tested in a Department laboratory to the appropriate laboratory or appropriate local FDOT facility. The Consultant will input verification testing information and data into the Department's MAC system database using written instructions provided by the Department. The Consultant will review and approve contractor samples in FDOT's MAC system. The Consultant shall be specifically responsible for job control samples determining the acceptability of all materials and completed work items on the basis of either test results or verification of a certification, certified mill analysis, DOT label, DOT stamp, etc. -27- Sampling, testing and laboratory methods shall be as required by the Department's Standard Specifications, Supplemental Specifications or as modified by the special provisions of the Construction Contract. 4.5 Engineering Services: The Consultant shall coordinate the Construction Contract administration activities of all parties other than the Contractor involved in completing the construction project. Notwithstanding the above, the Consultant is not liable to the County for failure of such parties to follow written direction issued by the Consultant. Services include maintaining the required level of surveillance of Contractor activities, interpreting plans, specifications, and special provisions for the Construction Contract, maintaining complete, accurate records of all activities and events relating to the project, and properly documenting all significant project changes. The Consultant shall perform the following services: (1) Schedule and attend, within ten (10) days after the Notice to Proceed, a pre - construction conference for the project in accordance with County and FOOT LAP procedures. The Consultant shall provide appropriate staff to attend and participate in the pre - construction meeting. (2) The Consultant shall record a complete and concise record of the proceedings of the pre- construction meeting and distribute copies of this summary to the participants and other interested parties within seven days. (3) Analyze the Contractor's schedule(s) (i.e. baseline(s), revised baseline(s), updates, as- built, etc.) for compliance with the contract documents. Elements including, but not limited to, completeness, logic, durations, activity, flow, milestone dates, concurrency, resource allotment, and delays will be reviewed. Verify the schedule conforms with the construction phasing and MOT sequences, including all contract modifications. Provide a written review of the schedule identifying significant omissions, improbable or unreasonable activity durations, errors in logic, and any other concerns as detailed in CPAM. (4) Verify that the Contractor is conducting inspections, preparing reports and monitoring all storm water pollution prevention measures associated with the project. (5) Analyze problems that arise on a project and proposals submitted by the Contractor, endeavor to resolve such issues, and process the necessary paperwork (6) Produce reports, verify quantity calculations, field measure for payment purposes as needed to prevent delays in Contractor operations and ensure prompt processing of such information in order for the County to make timely payment to the Contractor. -28- (7) Provide Public Information services as required to manage inquiries from the public, public officials, and the news media. Prepare newsletters for distribution to adjacent property owners. The County Construction Project Manager shall approve all notices, brochures, responses to news media, etc., prior to release. (8) Prepare and submit to the Construction Project Manager monthly, a Construction Status Reporting System (CSRS) report. (9) Schedule and conduct a meeting with the County Engineering Office at least Forty -five (45) calendar days prior to project final acceptance. The purpose of this meeting is to discuss the required documentation, including as- builts, necessary to close out the permit(s). (10) Video tape the pre- construction conditions throughout the project limits. Provide a digital photo log or video of project activities, with heavy emphasis on potential claim items /issues and on areas of real /potential public controversy. (11) The Consultant shall have a digital camera for photographic documentation of noteworthy incidents or events to cover the following areas: (a). Pre - construction photographs (b). Normal and exceptional progress of work (c). Critical path activities (d). Accidents showing damage (e). Unsafe working conditions (f). Unusual construction techniques (g). Damaged equipment or materials (h). Any activity, which may result in claims These photographs will be filed and maintained on the Consultant's computer. Copies of photographs will be electronically transferred to the County at an interval determined by the Senior Project Engineer and the Construction Project Manager. The taking of the photographs shall begin the day prior to the start of construction and continue regularly throughout this project. Photographs shall be taken the days of Conditional, Partial and/or Final Acceptance. -29- (12) Monitor each Contractor and Subcontractor's compliance with specifications and special provisions of the Construction Contract in regard to payment of predetermined wage rates in accordance with FDOT LAP Department procedures. (13) Provide a Resident Compliance Specialist for surveillance of the Contractor's compliance with Construction Contract requirements. The Resident Compliance Specialist is responsible for reviewing, monitoring, evaluating and acting upon documentation required for Construction Contract compliance, and maintaining the appropriate files thereof. Typical areas of compliance responsibility include EEO Affirmative Actions for the prime contractor and subcontractor, DBE Affirmative Action, Contractor Formal Training, Payroll, and Subcontracts. The Resident Compliance Specialist must keep all related documents and correspondence accurate and up to date; attend all compliance reviews and furnish the complete project files for review; and assist the District Contract Compliance Manager as requested. (14) As needed, prepare and make presentation before the Dispute Review Boards in connection with the project covered by this Agreement 5.0 ITEMS TO BE FURNISHED BY THE COUNTY TO CONSULTANT: A. The County, on as needed basis, will fumish the following Construction Contract documents for this project. These documents may be provided in either paper or electronic format. 1 Construction Documents (drawings, specifications) 2 Special Provisions 3 Copy of the executed Construction Contract. 6.0 ITEMS FURNISHED BY THE CONSULTANT: 6.1 County Documents: All applicable documents referenced herein shall be a condition of this Agreement. 62 Vehicles: Vehicles will be equipped with appropriate safety equipment and must be able to effectively carry out requirements of this Agreement. Vehicles shall have the name and phone number of the consulting firm visibly displayed on both sides of the vehicle. 6.3 Field Equipment: The Consultant shall supply survey, inspection and testing equipment, essential in order to carry out the work under this Agreement. Such equipment includes those -30- non- consumable and non - expendable items, which are normally needed for a CEI project and are essential in order to carry out the work under this Agreement. Hard hats shall have the name of the consulting firm visibly displayed. Equipment described herein and expendable materials under this Agreement will remain the property of the Consultant and shall be removed at completion of the work. The Consultant's handling of nuclear density gauges shall be in compliance with their license. The Consultant shall retain responsibility for risk of Toss or damage to said equipment during performance of this Agreement. Field office equipment shall be maintained and in operational condition at all times. 6.4 Licensing for Equipment Operations: The Consultant will be responsible for obtaining proper licenses for equipment and personnel operating equipment when licenses are required. The Consultant shall make the license and supporting documents available to the County, for verification, upon request. Radioactive Materials License for use of Surface Moisture Density Gauges shall be obtained through the State of Florida Department of Health. • 7.0 LIAISON: The Consultant shall keep the Construction Project Manager informed of all significant activities, decisions, correspondence, reports, and other communications related to its responsibilities under this Agreement, and seek input from the Construction Project Manager in order for the Construction Project Manager to oversee the Consultant's performance. Agreement administrative duties relating to Invoice Approval Requests, Personnel Approval Requests, User ID Requests, Time Extension Requests, and Amendment and Supplemental Amendment Requests shall be reviewed and approved by the Construction Project Manager. 8.0 PERSONNEL: 8.1 General Requirements: The Consultant shall staff the project with the qualified personnel necessary to efficiently and effectively carry out its responsibilities under this Agreement. Not all positions listed below may be required; however, personnel performing a specific task must have the qualifications required for the task. Unless otherwise agreed by the County, the County will not compensate straight -31- overtime or premium overtime for the positions of Senior Project Engineer, Project Administrator, Contract Support Specialist, and Associate Contract Support Specialist. 8.2 Personnel Qualifications: The Consultant shall utilize only competent personnel, qualified by experience, and education. The Consultant shall submit in writing to the Construction Project Manager the names of personnel proposed for assignment to the project, including a detailed resume for each containing at a minimum salary, education, and experience. The Consultant Action Request form for personnel approval shall be submitted to the Construction Project Manager at least two weeks prior to the date an individual is to report to work. Personnel identified in the Consultant technical proposal are to be assigned as proposed and are committed to performing services under this Agreement. Personnel changes will require written approval from County. Previously approved staff, whose performance is unsatisfactory, shall be replaced by the Consultant within one week of County notification. Before the project begins, all project staff shall have a working knowledge of the current CPAM and must possess all the necessary qualifications /certifications for obtaining the duties of the position they hold. Cross training of the Consultant's project staff is highly recommended to ensure a knowledgeable and versatile project inspection team but shall not be at any additional cost to the County and should occur as workload permits. Visit the training page on the State Construction Office website for training dates. Minimum qualifications for the Consultant personnel are set forth as follows. Exceptions to these minimum qualifications will be considered on an individual basis. The County Engineer or designee will have the final approval authority. CEI SENIOR PROJECT ENGINEER - A Civil Engineer degree and be registered in the State of Florida as a Professional Engineer (or if registered in another state, the ability to obtain registration in the State of Florida within six (6) months and six (6) years of engineering experience two (2) years of which are in major road and bridge construction), or for non - degreed personnel the aforementioned registration and ten (10) years of engineering experience two (2) years of which are in major road or bridge construction). Qualifications include the ability to communicate effectively in English (verbally and in writing); direct highly complex and specialized construction engineering administration and inspection program; plans and organizes the work of subordinate and staff members; develops and /or reviews policies, methods, practices, and procedures; and reviews programs for conformance with County standards. Also must have the following: Qualification: FDOT Advanced MOT Pass the CTQP examination covering the training video "Grouting of Bridge Post- tensioning Tendons" (If applicable) Attend the CTQP Quality Control Manager course and pass the examination. -32- Certifications: None A Master's Degree in Engineering may be substituted for one (1) year engineering experience. CEI PROJECT ADMINISTRATOR -A Civil Engineering degree plus two (2) years of engineering experience in construction of major road or bridge structures, or eight (8) years of responsible and related engineering experience, two (2) years of which involved construction of major road and bridge structures. Receives general instructions regarding assignments and is expected to exercise initiative and independent judgment in the solution of work problems. Directs and assigns specific tasks to inspectors and assists in all phases of the construction project. Will be responsible for the progress and final estimates throughout the construction project duration. Must have the following: Qualifications: FDOT Intermediate MOT Pass the CTQP examination covering the training video "Grouting of Bridge Post - tensioning Tendons" (If applicable) CTQP Final Estimates Level II Certifications: None Other: Attend CTQP Quality Control Manager Course and pass the examination. A Master's Degree in Engineering may be substituted for one (1) year of engineering experience. CEI CONTRACT SUPPORT SPECIALIST - A Civil Engineering Degree or High School diploma or equivalent and four (4) years of road & bridge construction engineering inspection (CEI) experience having performed /assisted in project related duties (i.e., progress and final estimates, EEO compliance, processing Construction Contract changes, etc.) or a Civil Engineering degree. Should exercise independent judgment in planning work details and making technical decisions related to the office aspects of the project. Should be familiar with the County's Procedures covering the project related duties as stated above and be proficient in the computer programs necessary to perform these duties. Shall become trained in CTQP Final Estimates Level II course and maintain a current qualification. CEI SENIOR INSPECTOR/ CEI SENIOR ENGINEER INTERN — High school graduate or equivalent plus four years of experience in construction inspection, two years of which shall have been in briige and/or roadway construction inspection. Must have the following: • Qualifications: CTQP Concrete Field Inspector Level I CTQP Concrete Transportation Construction Inspector (CTCI) Level II (all bridges) CTQP Asphalt Roadway Level I (If applicable) CTQP Asphalt Roadway Level II (If applicable) CTQP Earthwork Construction Inspection Level I CTQP Earthwork Construction Inspection Level I I -33- CTQP Pile Driving Inspection (If applicable) CTQP Drilled Shaft Inspection (If applicable) CTQP Grouting Technician Level I (If applicable) CTQP Post - Tensioning Technician Level I (If applicable) FDOT Intermediate MOT CTQP Final Estimates Level I Certifications: Nuclear Radiation Safety Or a Civil Engineering degree and one year of road & bridge CEI experience with the ability to earn additional required qualifications within one year. (Note: Senior Engineer Intern classification requires one year experience as an Engineer Intern.) Responsible for performing highly complex technical assignments in field surveying and construction layout, making, and checking engineering computations, inspecting construction work, and conducting field tests and is responsible for coordinating and managing the lower level inspectors. Work is performed under the general supervision of the Project Administrator. 8.3 Staffing: Once authorized, the Consultant shall establish and maintain an appropriate staff through the duration of construction and completion of the final estimate. Responsible personnel, thoroughly familiar with all aspects of construction and final measurements of the various pay items, shall be available to resolve disputed final pay quantities until the appropriate Construction Contract has been paid off. Construction engineering and inspection forces will be required of the Consultant at all times while the Contractor is working. If Contractor operations are substantially reduced or suspended, the Consultant will reduce its staff appropriately. In the event that the suspension of Contractor operations requires the removal of Consultant forces from the project, the Consultant will be allowed ten (10) days maximum to demobilize, relocate, or terminate such forces. 9.0 QUALITY ASSURANCE (QA) PROGRAM: 9.1 Quality Reviews: The Consultant shall conduct semi - annual reviews to make certain his own organization is in compliance with the requirements cited in the Scope of Services. Quality Reviews shall be conducted to evaluate the adequacy of materials, processes, documentation, procedures, training, guidance, and staffing included in the execution of this Agreement. Quality Reviews shall also be developed and performed to achieve compliance with specific QA provisions contained in this Agreement. The semi - annual reviews shall be submitted to the Construction Project Manager in written form no later than one month after the review. -34- On short duration CCEI projects (nine (9) months or less), the CCEI shall perform an initial QA review within the first two months of the start of construction. 9.2 QA Plan: Within thirty (30) days after receiving award of an Agreement, the Consultant shall furnish a QA Plan to the Construction Project Manager. The QA Plan shall detail the procedures, evaluation criteria, and instructions of the Consultant's organization to assure conformance with the Agreement. Unless specifically waived, no payment shall be made until the County approves the Consultant QA Plan. Significant changes to the work requirements may require the Consultant to revise the QA Plan. It shall be the responsibility of the Consultant to keep the plan current with the work requirements. The Plan shall include, but not be limited to, the following areas: A. Organization: A description is required of the Consultant QA Organization and its functional relationship to the part of the organization performing the work under the Agreement. The authority, responsibilities and autonomy of the QA organization shall be detailed as well as the names and qualifications of personnel in the quality control organization. B. Quality Reviews: The Consultant QA shall detail the methods used to monitor and achieve organization compliance with Agreement requirements for services and products. C. Quality Records: The Consultant will outline the types of records, which will be generated and maintained during the execution of his QA program. D. Control of Sub - consultants and Vendors: The Consultant will detail the methods used to control sub - consultants and vendor quality. E. Quality Assurance Certification: An officer of the Consultant firm shall certify that the inspection and documentation was done in accordance with FDOT specifications, plans, standard indexes, and County procedures. 9.3 Quality Records: The Consultant shall maintain adequate records of the quality assurance actions performed by his organization (including subcontractors and vendors) in providing services and products under this Agreement. All records shall indicate the nature -35- and number of observations made, the number and type of deficiencies found, and the corrective actions taken. These records shall be available to the County, upon request, during the Agreement term. All records shall be kept at the primary job site and shall be subject to audit review. 10.0 CERTIFICATION OF FINAL ESTIMATES: 10.1 Final Estimate and As -Built Plans Submittal: Prepare documentation and records in compliance with the Agreement, Consultant's approved QC Plan and the County's Procedures. Submit the Final Estimate(s) and three (3) sets of final as built plans documenting Contractor's work (one record set with two copies) as follows: (a) Within thirty (30) calendar days after final acceptance; or (b) Where all items of work are complete and conditional /partial acceptance is utilized (Lighting, Plant establishment, etc.) for a period exceeding thirty calendar days, the final estimate(s) will be due on the thirtieth (30th) day after conditional/partial acceptance. A memorandum with documentation will be transmitted to the Director of Engineering Services at final acceptance detailing any necessary revisions to the pay items covered under the conditional /partial acceptance. The Consultant shall be responsible for making any revisions to the Certified Final Estimate. 10.2 Certification: Consultant personnel preparing the Certified Final Estimate Package shall be CTQP Final Estimates Level II qualified. Duly authorized representative of the Consultant firm will provide a notarized certification on a form pursuant to Department procedures. 11.0 SUBCONSULTANT SERVICES: Upon written approval by the Construction Project Manager and the County, and prior to performance of work, the Consultant may subcontract for engineering surveys, materials testing, or specialized professional services. 12.0 OTHER SERVICES: Upon written authorization by the Director of Engineering Services or designee, the Consultant will perform additional services in connection with the project not otherwise identified in this Agreement. The following items are not included as part of this Agreement, but may be required by the County to supplement the Consultant services under this -36- Agreement. A. Assist in preparing for arbitration hearings or litigation that occurs during the Agreement time in connection with the construction project covered by this Agreement. B. Provide qualified engineering witnesses and exhibits for any litigation or hearings in connection with the Agreement. C. Provide on- and off -site inspection services in addition to those provided for in this Agreement. 13.0 POST CONSTRUCTION CLAIMS REVIEW: In the event the Contractor submits a claim for additional compensation and /or time after the Consultant has completed this Agreement, the Consultant shall, at the written request from the County, analyze the claim, engage in negotiations leading to settlement of the claim, and prepare and process the required documentation to close out the claim. Compensation for such services will be negotiated and effected through a Supplement to this Agreement. 14.0 CONTRADICTIONS: In the event of a contradiction between the provisions of this Scope of Services and the Consultant's proposal as made a part of their Agreement, the provisions of the Scope of Services shall apply. 15.0 THIRD PARTY BENEFICIARY: It is specifically agreed between the parties executing this Agreement that it is not intended by any of the provisions of any part of the Agreement to create in the public or any member thereof, a third party beneficiary hereunder, or to authorize anyone not a party to this Agreement to maintain a claim, cause of action, lien or any other damages or any relief of any kind pursuant to the terms or provisions of this Agreement. 16.0 COUNTY AUTHORITY: The County shall be the final authority in considering contract modification of the Contractor for time, money or any other consideration except matters agreed to by the Contractor through contract changes negotiated by the Consultant, as authorized in Section 9.1 herein. -37- ATTACHMENT B HOURLY RATES WSP USA INC. PROJECT: CEI Services for Pigeon Key Ramp MONROE COUNTY, FL HOURS RATES DIRECT LABOR i BILL TOTAL BASED PERSONNEL CLASSIFICATIONS RATE BILL RATES SR PROJECT ENGINEER - Pom C'hakkaphak 330.00 S 81.88 5 27,020.40 $ 223.53 S 73,764-90 CEI PROJECT ADMINISTRATOR 7 RCS - Jordan Salinger 825.00 39.32 5 32,439.00 $ 107.34 5 88,555.50 CEI SENIOR INSPECTOR - Mahmoua Fahs 1237,50 35.81 S 44,314.88 $ 97.72 5 120828.50 Total $ 283,248.90 Direct Labor 5 103,774.28 Straight Overtime % of straight labor 939 - SUBTOTAL - Salary Related Costs 5 103,774.28 Overhead 8 Fringe 106.4236 110,436.59 ' SUBTOTAL 5 214,210.87 OPERATING MARGIN (% of Direct Labor) 3834 39,434.23 SUBTOTAL 5 253,645.10 FCCM (% of Direct Labor) 0.471% 488.78 SUBTOTAL S 254,133.88 Direct Expenses - Temp Living 8 Storage Expenses 17,64420 Direct Expenses - per FOOT Allowable 11.05% 11,467.06 SUBTOTAL S 283,245.24 TOTAL S 283,245.24 WSP Contract Rate Multiplier. 2.73 • • • -38- ATTACHMENT C FDOT FORM 375 - 040 -84 APPENDIX I OF FDOT STANDARD PROFESSIONAL SERVICES AGREEMENT • • -39- LOCAL AGENCY PROGRAM FEDERAL-AID TERMS 375-04013: For PROFESSIONAL SERVICES CONTRACTS PROGRAM MANAGEMENT • 6.1:15 Page 1 of 3 TERMS FOR FEDERAL AID CONTRACTS (APPENDIX Il The following terms apply to all contracts in which it is indicated that the services involve the expenditure of federal funds: A. It is understood and agreed that all rights of the Local Agency relating to inspection, review, approval, patents, copyrights, and audit of the work, tracing, plans. specifications. maps, data, and cost records relating to this Agreement shall also be reserved and held by authorized representatives of the United States of America. B. It is understood and agreed that, in order to permit federal participation, no supplemental agreement of any nature may be entered into by the parties hereto with regard to the work to be performed hereunder without the approval 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 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 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 with 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, and /or Federal Motor Carrier Safety Administration may determine to be appropriate, including, but not limited to, 1. 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. H. 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, and/or the Federal Motor Carrier Safety Administration may direct as a means of enforcing such provisions, including sanctions for noncompliance. In the event a Consultant becomes involved in, or is threatened with. litigation with a subconsultant or supplier as a result of such direction, the Consultant may request the Local Agency to enter into such litigation to protect the interests of the Local Agency, and, in addition, the Consultant may request the United States to enter into such litigation to protect the interests of the United States. I. Compliance with Nondiscrimination Statutes and Authorities: Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d 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 -40- LOCAL AGENCY PROGRAM FEDERAL _AID TERMS 375 - For PROFESSIONAL SERVICES CONTRACTS PROGRAM MANAGEMENT 04115 Page 2 of 3 of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects): , Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 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 follovring 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 leams 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 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 Laws. -41- LOCAL AGENCY PROGRAM FEDERAL -AID TERMS 3M-040-34 For PROFESSIONAL SERVICES CONTRACTS PROGRAM MANAGEMENT O4 :f; Page 3 of 3 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 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 Department of Transportation and a federal agency in connection with this contract involving participation of Federal -Aid funds. and is subject to applicable State and Federal Laws, both criminal and civil. -42- ATTACHMENT D CONSTRUCTION LAP AGREEMENT -43- TAI E OF RONDA OLPvtrtaENT CF TRANVORTAfQN 525 -090.40 LOCAL AGENCY PROGRAM AGREEMENT P4)GRAM itANAGeMETrr . 2cc -©7m No, 1d15 FPN: 438566 -1 FPN: FPN: Federal No (FAIN)_ D4/8 -030 8 Federal No (FAIN): Federal No (FAIN): Federal Award Date: 5-2S - 2>= f f, Federal Award Date: Federal Award Date: Fund: Fund: Fund: Org Code: Code: Org Code: FLAIR Approp: FLAIR Approp: FLAIR Approp: _ County No:90 Contract No: (- we, (i Local Agency Vendor No: 596000749114 Local Agency DUNS No: 0738767757 Catalog of Federal Domestic Assistance (CFDA): 20.205 Highway Planning and Construction THIS LOCAL AGENCY PROGRAM AGREEMENT ( "Agreement"'), , is made and entered into on !' 7 Z-9 " I 211 8 between the State *of Florida, Department of Transportation, an agency (This ekie to be entered by DOT only) of the State of Florida ( "Department "), and Monroe County ('Agency'). NOW, THEREFORE, in consideration of the mutual covenants, promises and representations In this Agreement, the parties agree as follows: 1 . Authority: The Agency, by Resolution No. 00,P J A019) dated / ' 1 9 , a copy (This date to be entered by DOT only) of which is attached as Exhibit °F° and made a part of this Agreement, has authorized its officers to execute this Agreement on its behalf, The Department has the authority pursuant to Section 339.12, Florida Statutes, to enter into this Agreement. 2. Purpose of Agreement: The purpose of this Agreement is to provide for the Department's participation in Pigeon Key Ramo/Bridge #904480 Rehabilitation , as further described in Exhibit "A ", Project Description and Responsibilities attached to and incorporated in this Agreement (°Project"), to provide Department financial assistance to the Agency, state the terms and conditions upon which Department funds will be provided, and to set forth the manner in which the Project will be undertaken and completed. 3. Term of Agreement: The Agency agrees to complete the Project on or hefore 6/30/2019. If the Agency does not complete the Project within this time period, this Agreement will expire on the last day of the scheduled completion as provided in this paragraph unless an extension of the time period is requested by the Agency and granted in writing by the Department prior to the expiration of this Agreement. Expiration of this Agreement will be considered termination of the Project. The cost of any work performed after the expiration date of this Agreement will not be reimbursed by the Department 4. Project Cost: A. The total cost of the Project is $ Z075,000. This amount is based upon the schedule of funding in Exhibit 18 ", Schedule of Funding attached to and incorporated in this Agreement. The Agency agrees to bear all expenses In excess of the total cost of the Project and any deficits involved. The schedule of funding may be modified by mutual agreement as provided for in paragraph 5.1. B. The Department agrees to participate in the Project cost up to the maximum amount of $2,075,000 and as more fully described in Exhibit "B ". This amount includes Federal -aid funds which are limited to the actual amount of Federal -aid participation. C. Project costs eligible for Department participation will be allowed only from the date of this Agreement It is understood that Department participation in eligible Project costs is subject to: i. Legislative approval of the Department's appropriation request in the work program year that the Project is scheduled to be committed; 11. Availability of funds as stated in subparagraphs 5.L, and 5.M. of this Agreement; -44- • STATE OF FLORIDA DEPARTMENT OF TRANSPORTAT }Ohl 52543-10-40 LOCAL AGENCY PROGRAM AGREEMENT PR GR.411}:rANAGEMENT Oafv -bin Page 2 of 15 fit. Approval of all plans, specifications, contracts or other obligating documents and all other terms of this Agreement; and iv. Department approval of the Project scope and budget at the time appropriation authority becomes available. 5. Requisitions and Payments: A. The Agency shall provide quantifiable, measurable, and verifiable units of deliverables_ Each deliverable must specify the required minimum level of service to be performed and the criteria for evaluating successful completion. The Project and the quantifiable, measurable, and verifiable units of deliverables are described more fully in Exhibit °A`. B. Invoices shall be submitted by the Agency in detail sufficient' for a proper pre -audit and post -audit based on the quantifiable, measurable and verifiable units of deliverables as established in Exhibit "A ": Deliverables must be received and accepted in writing by the Department's Project Manager prior to payments. C. The Agency shall charge to the Project account all eligible costs of the Project except costs agreed to be borne by the Agency or its contractors and subcontractors. Costs in excess of the programmed funding or attributable to actions which have not received the required approval of the Department shall not be considered eligible costs. AU costs charged to the Project, including any approved services contributed by the Agency or others, shall be supported by properly executed payrolls, time records, invoices, contracts or vouchers evidencing in proper detail the nature and propriety of the charges. D. Supporting documentation must establish that the deliverables were received and accepted in writing by the Agency and must also establish that the required minimum level of service to be performed based on the criteria for evaluating successful completion as specified in Exhibit "Az was met. E. Bills for travel expenses specifically authorized in this Agreement shall be submitted on the Department's Contractor Travel Form No. 300 -000 -06 and will be paid in accordance with Section 112.061, Florida Statutes and the most current version of the Disbursement Handbook for Employees and Managers. F. Payment shall be made only after receipt and approval of goods and services unless advance payments are authorized by the Chief Financial Officer of the State of Florida under Chapters 215 and 216, Florida Statutes_ If the Department determines that the performance of the Agency is unsatisfactory, the Department shall notify the Agency of the deficiency to be corrected, which correction shall be made within a time -frame to be specified by the Department. The Agency shall, within five days after notice from the Department, provide the Department with a corrective action plan describing how the Agency will address all issues of contract non - performance, unacceptable perfomrance, failure to meet the minimum performance levels, deliverable deficiencies, or contract non - compliance. If the corrective action plan is unacceptable to the Department, the Agency shall be assessed a non - performance retainage equivalent to 10% of the total invoice amount. The retainage shall be applied to the invoice for the then- current billing period. The retainage shall be withheld until the Agency resolves the deficiency. If the deficiency is subsequently resolved, the Agency may bill the Department for the retained amount during the next billing period. If the Agency is unable to resolve the deficiency, the funds retained may be forfeited at the end of the Agreement's term. G. Agencies providing goods and services to the Department should be aware of the following time frames. Inspection and approval of goods or services shall take no longer than 20 days from the Department's receipt of the invoice. The Department has 20 days to deliver a request for payment (voucher) to the Department of Financial Services. The 20 days are measured from the latter of the date the invoice is received or the goods or services are received, inspected, and approved. If a payment is not available within 40 days, a separate interest penalty at a rate as established pursuant to Section 55.03(1), F.S.. will be due and payable, in addition to the invoice amount, to the Agency. Interest penalties of less than one (1) dollar will not be enforced unless the Agency requests payment. -45- SATE OF FLORIDA DEPARTMENT OF TRANSPORTATK W 625.13IS -46 LOCAL AGENCY PROGRAM AGREEMENT PROGRAM MANAGEMENT 31C— 6'sit Page 3 c'. 15 Invoices that have to be returned to an Agency because of Agency preparation errors will result in a delay in the payment The invoice payment requirements do not start until a properly completed invoice is provided to the Department. A Vendor Ombudsman has been established within the Department of Financial Services_ The duties of this individual include acting as an advocate for Agencies who may be experiencing problems in obtaining timely payment(s) from a state agency. The Vendor Ombudsman may be contacted at (850) 413 -5516. H. Records of costs incurred under the terms of this Agreement shall be maintained and made available upon request to the Department at all times during the period of this Agreement and for five years after final payment is made. Copies of these documents and records shall be furnished to the Department upon request. Records of costs incurred include the Agency's general accounting records and the project records, together with supporting documents and records, of the contractor and all subcontractors performing work on the project, and all other records of the Contractor and subcontractors considered necessary by the Department for a proper audit of costs. I. Prior to the execution of this Agreement, a Project schedule of funding shall be prepared by the Agency and approved by the Department. The Agency shall maintain said schedule of funding, carry out the Project, and shall incur obligations against and make disbursements of Project funds only in conformity with the latest approved schedule of funding for the Project. The schedule of funding may be revised by execution of a Local Agency Program ( "LAP ") Supplemental Agreement between the Department and the Agency. The Agency acknowledges and agrees that funding for this project may be reduced upon determination of the agency's contract award amount if revised, a copy of the Supplemental Agreement shall be forwarded to the Department's Comptroller. No increase or decrease shall be effective unless it complies with fund participation requirements of this Agreement and is approved by the Departments Comptroller. J. If, after Project completion, any claim is made by the Department resulting from an audit or for work or services performed pursuant to this Agreement, the Department may offset such amount from payments due for work or services done under any agreement which it has with the Agency owing such amount if, upon demand, payment of the amount is not made within 60 days to the Department. Offsetting any amount pursuant to this paragraph shall not be considered a breach of contract by the Department. K. The Agency must submit the final invoice on the Project to the Department within 120 days after the completion of the Project. Invoices submitted after the 120 -day time period may not be paid. L. The Department's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legislature. If the Department's funding for this Project is in multiple fiscal years, funds approval from the Department's Comptroller must be received each fiscal year prior to costs being incurred. See Exhibit "13" for funding levels by fiscal year. Project costs utilizing these fiscal year funds are not eligible for reimbursement if incurred prior to funds approval being received. The Department will notify the Agency, in writing, when funds are available. M. In the event this Agreement is in excess of 525,000 and has a term for a period of more than one year, the provisions of Section 339.135(6)(a), Florida Statutes, are hereby incorporated: "The Department, during any fiscal year, shall not expend money, incur any liability, or enter into any contract which, by its terms, involves the expenditure of money in excess of the amounts budgeted as available for expenditure during such fiscal year. Any contract, verbal or written, made in violation of this subsection is null and void, and no . money may be paid on such contract. The Department shall require a statement from the comptroller of the Department that funds are available prior to entering into any such contract or other binding commitment of funds. Nothing herein contained shall prevent the making of contracts for periods exceeding 1 year, but any contract so made shall be executory only for the value of the services to be rendered or agreed to be paid for in succeeding fiscal years, and this paragraph shall be incorporated verbatim in all contracts • of the Department which are for an amount in excess of S25,000 and which have a term for a period of more than 1 year." -46- • • • STATE OF FLORIDA OEPAPTMENT OF TRANSPORTAT ON 525-0704E LOCAL AGENCY PROGRAM AGREEMENT PROGRAA1 MANAGEMENT , 960 -37:47 Page 1cf15 • 6. Department Payment Obligations: Subject to other provisions of this Agreement, the Department will honor requests for reimbursement to the Agency pursuant to this Agreement However, notwithstanding any other provision of this Agreement, the Department may elect by notice in writing not to make a payment if: A. The Agency shall have made misrepresentation of a material nature in its application, or any supplement or amendment to its application, or with respect to any document or data furnished with its application or pursuant to this Agreement; B. There is any pending litigation with respect to the performance by the Agency of any of its duties or obligations which may jeopardize or adversely affect the Project, the Agreement or payments to the Project C. The Agency shall have taken any action pertaining to the Project which, under this Agreement, requires the approval of the Department or has made a related expenditure or incurred related obligations without having been advised by the Department that same are approved; D. There has been any violation of the conflict of interest provisions contained in paragraph 16.J_; or E. The Agency has been determined by the Department to be in default under any of the provisions of the Agreement. The Department may suspend or terminate payment for that portion of the Project which the Federal Highway Administration (FHWA "), or the Department acting in lieu of FHWA, may designate as ineligible for Federal -aid. In determining the amount of the payment, the Department will exclude all Project costs incurred by the Agency prior to the Department's issuance of a Notice to Proceed (`NTP "), costs incurred after the expiration of the Agreement, costs which are not provided for in the latest approved schedule of funding in Exhibit "B" for the Project, costs agreed to be borne by the Agency or its contractors and subcontractors for not meeting the Project commencement and final invoice time lines, and costs attributable to goods or services received under a contract or other arrangements which have not been approved in writing by the Department. 7. General Requirements: The Agency shall complete the Project with all practical dispatch, in a sound, economical, and efficient manner, and in accordance with the provisions in this Agreement, and all applicable laws. The Project will be perfomred in accordance with all applicable Department procedures, guidelines, manuals, standards, and directives as described in the Department's Local Agency Program Manual, which by this reference is made a part of this Agreement. Time is of the essence as to each and every obligation under this Agreement. A. A full time employee of the Agency, qualified to ensure that the work being pursued is complete, accurate, and consistent with the terms, conditions, and specifications of this Agreement shall be in responsible charge of the Project, which employee should be able to perform the following duties and functions_ i. Administers inherently governmental project activities, including those dealing with cost, time, adherence to contract requirements, construction quality and scope of Federal -aid projects; ii. Maintains familiarity of day to day Project operations, including Project safety issues; iii. Makes or participates in decisions about changed conditions or scope changes that require change orders or supplemental agreements; iv. Visits and reviews the Project on a frequency that is commensurate with the magnitude and complexity of the Project; v. Reviews financial processes, transactions and documentation to ensure that safeguards are in place to minimize fraud, waste, and abuse; vi. Directs Project staff, agency or consultant, to carry out Project administration and contract oversight, including proper documentation; -47- • STATE OF FLORIDA DEPARTMENT OF Tii .SPORTAi ON 925.010 -1D LOCAL AGENCY PROGRAM AGREEMENT PROGRAM MANAGEMENT OW- 07417 Page 5of15 Vii. Is aware of the qualifications, assignments and on- the -job performance of the Agency and consultant staff at at stages of the Project B. Once the Department issues the NTP for the Project, the Agency shall be obligated to submit an invoice or other request for reimbursement to the Department no less than once every 90 days (quarterly), beginning from the day the NTP is issued. If the Agency fails to submit quarterly invoices to the Department, and in the event the failure to timely submit invoices to the Department results in the `FHWA" removing any unbilled funding or the Toss of State appropriation authority (which may include the loss of state and federal funds, if there are state funds programmed to the Project), then the Agency will be solely responsible to provide all funds necessary to complete the Project and the Department will not be obligated to provide any additional funding for the Project. The Agency waives the right to contest such removal of funds by the Department, if the removal is related to FHWA's withdrawal of funds or if the removal is related to the loss of State appropriation authority. In addition to the loss of funding for the Project, the Department wit also consider the de- certification of the Agency for future LAP Projects. No cost may be incurred under this Agreement until after the Agency has received a written NTP from the Department. The Agency agrees to advertise or put the Project out to bid thirty (30) days from the date the Department issues the NTP to advertise the Project. If the Agency is not able to meet the scheduled advertisement, the District LAP Administrator should be notified as soon as possible. C. If all funds are removed from the Project, including amounts previously billed to the Department and reimbursed to the Agency, and the Project is off the state highway system, then the Department will have to request repayment for the previously billed amounts from the Agency. No state funds can be used on off-system projects, unless authorized pursuant to Exhibit "G ", State Funds Addendum, which will be attached to and incorporated in this Agreement in the event state funds are used on the Project. D. In the event that any election, referendum, approval, permit, notice or other proceeding or authorization is required under applicable law to enable the Agency to enter into this Agreement or to undertake the Project or to observe, assume or carry out any of the provisions of the Agreement, the Agency will initiate and consummate, as provided by law, all actions necessary with respect to any such matters_ E. The Agency shall initiate and prosecute to completion all proceedings necessary, including Federal -aid requirements, to enable the Agency to provide the necessary funds for completion of the Project. F. The Agency shall submit to the Department such data, reports, records, contracts, and other documents , relating to the Project as the Department and FHWA may require. The Agency shall use the Departments Local Agency Program Information Tool and applicable information systems as required. G. Federal -aid funds shall not participate in any cost which is not incurred in conformity with applicable federal and State laws, the regulations in 23 Code of Federal Regulations (C.F.R.) and 49 C.F.R., and policies and procedures prescribed by the Division Administrator of FHWA. Federal funds shall not be paid on account of any cost incurred prior to authorization by FHWA to the Department to proceed with the Project or part thereof involving such cost (23 C.F.R. 1.9 (a)). If FHWA or the Department determines that any amount claimed is not eligible, federal participation may be approved in the amount determined to be adequately supported and the Department shall notify the Agency in writing citing the reasons why items and amounts are not eligible for federal participation. Where correctable non - compliance with provisions of law or FHWA requirements exists. Federal funds may be withheld until compliance is obtained. Where non - compliance is not correctable, FHWA or the Department may deny participation in parcel or Project costs in part or in total. For any amounts determined to be ineligible for federal reimbursement for which the Department has advanced payment the Agency shall promptly reimburse the Department for all such amounts within 90 days of written notice. H. For any project requiring additional right -of -way, the Agency must submit to the Department an annual report of its real property acquisition and relocation assistance activities on the project. Activities shall be reported on a federal fiscal year basis, from October 1 through September 30. The report must be prepared using the format prescribed in 49 C.F.R. Part 24, Appendix 8, and be submitted to the Department no later than October 15 of each year. -48- OTATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 525-01640 LOCAL AGENCY PROGRAM AGREEMENT PROGRAM MANAGEMENT -07117 Page S of 15 8. Audit Reports: The administration of resources awarded through the Department to the Agency by this Agreement may be subject to audits and/or monitoring by the Department. The following requirements do not limit the authority of the Department to conduct or arrange for the conduct of additional audits or evaluations of federal awards or limit the authority of any State agency inspector general, the State of Florida Auditor General or any other State official. The Agency shall comply with all audit and audit reporting requirements as specified below_ A. In addition to reviews of audits conducted in accordance with OMB Circular A -133, for fiscal years beginning before December 26, 2014, and in accordance with 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014, monitoring procedures may include but not be limited to on -site visits by Department staff and/or other procedures including, reviewing any required performance and financial reports, following up, ensuring corrective action, and issuing management decisions on weaknesses found through audits when those findings pertain to federal awards provided through the Department by this Agreement By entering into this Agreement, the Agency agrees to comply and cooperate fully with any monitoring procedures /processes deemed appropriate by the Department. The Agency further agrees to comply and cooperate with any inspections, reviews, investigations, or audits deemed necessary by the Department, State of Florida Chief Financial Officer (CFO) or State of Florida Auditor General_ B. The Agency, a non - federal entity as defined by OMB Circular A -133, for fiscal years beginning before December 26, 2014, and as defined by 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014, as a subrecipient of a federal award awarded by the Department through this Agreement is subject to the following requirements: I. In the event the Agency expends a total amount of federal awards equal to or in excess of the threshold established by OMB Circular A -133, for fiscal years beginning before December 26, 2014, and established by 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014, the Agency must have a federal single or program - specific audit for such fiscal year conducted in accordance with the provisions of OMB Circular A- 133, for fiscal years beginning before December 26, 2014, and in accordance with the provisions of 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014. Exhibit "1 ", Federal Financial Assistance (Single Audit Act) to this Agreement provides the required federal award identification information needed by the Agency to further comply with the requirements of OMB Circular A -133, for fiscal years beginning before December 26, 2014, and the requirements of 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014. In determining federal awards expended in a fiscal year, the Agency must consider all sources of federal awards based an when the activity related to the federal award occurs, including the federal award provided through the Department by this Agreement_ The determination of amounts of federal awards expended should be in accordance with the guidelines established by OMB Circular A -133, for fiscal years beginning before December 26, 2014, and established by 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014. An audit conducted by the State of Florida Auditor General in accordance with the provisions of OMB Circular A -133, for fiscal years beginning before December 26, 2014, and in accordance with 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014, will meet the requirements of this part. ii. In connection with the audit requirements, the Agency shall fulfill the requirements relative to the auditee responsibilities as provided in OMB Circular A -133, for fiscal years beginning before December 26, 2014, and as provided in 2 CFR Part 200, Subpart F.,- Audit Requirements, for fiscal years beginning on or after December 26, 2014. ill. In the event the Agency expends less than the threshold established by OMB Circular A -133, for fiscal years beginning before December 26, 2014, and established by 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014, in federal awards, the Agency is exempt from federal audit requirements for that fiscal year. However, the Agency must provide a single audit exemption staternent to the Department at FDOTSinaleAuditfodot state_fl.us no later than nine months after the end of the Agency's audit • -49- STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 525 - 6713 -47 LOCAL AGENCY PROGRAM AGREEMENT PROGRAM MANAGEMENT DSC -0;177 Pass 7 of 15 period for each applicable audit year. In the event the Agency expends less than the threshold established by OMB Circular A -133, for fiscal years beginning before December 26, 2014, and established by 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014, in federal awards in a fiscal year and elects to have an audit conducted M accordance with the provisions of OMB Circular A -133, for fiscal years beginning before December 26, 2014, and in accordance with 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014, the cost of the audit must be paid from non - federal resources (i.e., the cost of such an audit must be paid from the Agency's resources obtained from other than federal entities)_ iv. The Agency must electronically submit to the Federal Audit Clearinghouse (FAC) at https :ilharvester.census.gavifacwebl the audit reporting package as required by OMB Circular A- 133, for fiscal years beginning before Decernber 26, 2014, and as required by 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014, within the earlier of 30 calendar days after receipt of the auditor's report(s) or nine months after the end of the audit period. The FAC is the repository of record for audits required by OMB Circular A- 133, for fiscal years beginning before December 26, 2014, and for audits required by 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014, and this Agreement. However, the Department requires a copy of the audit reporting package also be submitted to FDOTSingleAuditrn�dot .state.fl.us within the earlier of 30 calendar days after receipt of the auditor's report(s) or nine months after the end of the audit period as required by • OMB Circular A- 133, for fiscal years beginning before December 26, 2014, and as required by 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after December 26, 2014. v. Within six months of acceptance of the audit report by the FAC, the Department will review the Agency's audit reporting package, including corrective action plans and management letters, to the extent necessary to determine whether timely and appropriate action on all deficiencies has been taken pertaining to the federal award provided through the Department by this Agreement. If the Agency fails to have an audit conducted in accordance with OMB Circular A -133, for fiscal years beginning before December 26, 2014, and in accordance with 2 CFR Part 200, Subpart F - Audit Requirements, for fiscal years beginning on or after Decernber 26, 2014, the Department may impose additional conditions to remedy noncompliance. If the Department determines that noncompliance cannot be remedied by imposing additional conditions, the Department may take appropriate actions to enforce compliance, which actions may include but not be limited to the following: 1. Temporarily withhold cash payments pending correction of the deficiency by the Agency or more severe enforcement action by the Department; 2. Disallow (deny both use of funds and any applicable matching credit for) all or part of the cost of the activity or action not in compliance; 3. Wholly or partly suspend or terminate the federal award; 4_ Initiate suspension or debarment proceedings as authorized under 2 C.F.R. Part 180 and federal awarding agency regulations (or in the case of the Department, recommend such a proceeding be initiated by the federal awarding agency); 5. Withhold further Federal awards for the Project or program; 6. Take other remedies that may be legally available_ vi. As a condition of receiving this federal award, the Agency shall permit the Department, or its designee, the CFO or State of Florida Auditor General access to Agency's records including financial statements, the independent auditor's working papers and project records as necessary_ Records related to unresolved audit findings, appeals or litigation shall be retained until the action is complete or the dispute is resolved. -50- • STATE OF FLORIDA DEPARTMENT OF TRA ,'ilHPORTATON _ 525- 418-38 LOCAL AGENCY PROGRAM AGREEMENT PROGRAM r ' ' 'AGEMe''` OLD 87717 Page 8 cf 15 vii. The Department's contact information for requirements under this part is as follows: Office of Comptroller, MS 24 605 Suwannee Street • Tallahassee, Florida 32399 -0450 FDOTSingleAudit(a)dotstate_fl. us C. The Agency shall retain sufficient records demonstrating its compliance with the terms of this Agreement for a period of five years from the date the audit report is issued and shall allow the Department, or its designee, the CFO or State of Florida Auditor General access to such records upon request. The Agency shall ensure that the audit working papers are made available to the Department, or its designee, the CFO, or State of Florida Auditor General upon request for a period of five years from the date the audit . report is issued unless extended in writing by the Department. 9. Termination or Suspension of Project: The Department may, by written notice to the Agency, suspend any or all of the Agency's obligations under this Agreement until such time as the event or condition resulting in such suspension has ceased or been corrected or the Department may terminate this Agreement in whole or in part at any time the interest of the Department requires such termination. A. If the Department determines that the performance of the Agency is not satisfactory, the Department shall notify the Agency of the deficiency in writing with a requirement that the deficiency be corrected within thirty (30) days of such notice. Such notice shall provide reasonable specificity to the Agency of the deficiency that requires correction. if the deficiency is not corrected within such time period, the Department may either (1) immediately terminate the Agreement as set forth in paragraph 9.B_ below, or (2) take whatever action is deemed appropriate by the Department to correct the deficiency. In the event the Department chooses to take action and not terminate the Agreement, the Agency shall, upon demand, promptly reimburse the Department for any and all costs and expenses incurred by the Department in correcting the deficiency. 13. If the Department terminates the Agreement, the Department shall notify the Agency of such termination in writing, with instructions to the effective date of termination or specify the stage of work at which the Agreement is to be terminated. C. If the Agreement is terminated before the Project is completed, the Agency shall be paid only for the percentage of the Project satisfactorily performed for which costs can be substantiated. Such payment, however, shall not exceed the equivalent percentage of the contract price. All work in progress on Department right -of -way will become the property of the Department and will be turned over promptly by the Agency. D. The Department reserves the right to unilaterally cancel this Agreement for refusal by the Agency or any contractor, sub- contractor or materials vendor to allow public access to all documents, papers, letters or other material subject to the provisions of Chapter 119, Florida Statutes, and made or received in conjunction with this Agreement unless the records are exempt. E. Upon receipt of any final termination or suspension notice under this paragraph 9., the Agency shall proceed promptly to carry out the actions required in such notice, which may include any or all of the following: (a) necessary action to terminate or suspend, as the case may be, Project activities and contracts and such other action as may be required or desirable to keep to a minimum the costs upon the basis of which the financing is to be computed; or (b) furnish a statement of the Project activities and contracts and other undertakings the cost of which are otherwise includable as Project costs. The termination or suspension shall be carried out in conformity with the latest schedule, plan, and cost as approved by the Department or upon the basis of terms and conditions imposed by the Department upon the failure of the Agency to furnish the schedule, plan, and estimate within a reasonable time The closing out of federal financial participation in the Project shall not constitute a waiver of any claim which the Department may otherwise have arising out of this Agreement_ • -51- STATEOF FLORIDA DEPARTMENT OF TRANSPORTATION 525-0040 LOCAL AGENCY PROGRAM AGREEMENT PROGRAM MANAGEMENT OISC- 07.17 Page 9 of 95 • 10. Contracts of the Agency: A. Except as otherwise authorized in writing by the Department, the Agency shall not execute any contract or obligate itself in any manner requiring the disbursement of Department funds, including consultant or construction contracts or amendments thereto, with any third party with respect to the Project without the written approval of the Department. Failure to obtain such approval shall be sufficient cause for nonpayment by the Department. The Department specifically reserves the right to review the qualifications of any consultant or contractor and to approve or disapprove the employment of such consultant or contractor. B. It is understood and agreed by the parties to this Agreement that participation by the Department in a project with the Agency, where said project involves a consultant contract for engineering, architecture or surveying services, is contingent on the Agency's complying in full with provisions of Section 207.055, Florida Statutes, Consultants' Competitive Negotiation Act, the federal Brooks Act, 23 C_F_R. 172, and 23 U.S.C. 112. At the discretion of the Department, the Agency will involve the Department in the consultant selection process for all projects funded under this Agreement. In all cases, the Agency shall certify to the Department that selection has been accomplished in compliance with the Consultants' Competitive Negotiation Act and the federal Brooks Act. C. The Agency shall comply with, and require its consultants and contractors to comply with applicable federal law pertaining to the use of Federal -aid funds. The Agency shall comply with the provisions in the FHWA -1273 form as set forth in Exhibit "C ", FHWA 1273 attached to and incorporated in this Agreement The Agency shall include FHWA -1273 in all contracts with consultants and contractors performing work on the Project. 11. Disadvantaged Business Enterprise (DBE) Policy and Obligation: It is the policy of the Department 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 Department funds under this Agreement. The DBE requirements of applicable federal and state laws and regulations apply to this Agreement. The Agency and its contractors 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 Agency and its contractors 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. 12. Compliance with Conditions and Laws: The Agency shall comply and require its contractors and subcontractors to comply with all terms and conditions of this Agreement and all federal, state, and local laws and regulations applicable to this Project. Execution of this Agreement constitutes a certification that the Agency is in compliance with, and will require its contractors and subcontractors to comply with, all requirements imposed by applicable federal, state, and focal laws and regulations, including the °Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion — Lower Tier Covered Transactions," in 49 C.F.R. Part 29, and 2 C.F.R. Part 200 when applicable. 13. Performance Evaluations: Agencies are evaluated on a project -by- project basis. The evaluations provide information about oversight needs and provide input for the recertification process. Evaluations are submitted to the Agency's person in responsible charge or designee as part of the Project closeout process_ The Department provides the evaluation to the Agency no more than 30 days after final acceptance. A. Each evaluation will result in one of three ratings. A rating of Unsatisfactory Performance means the Agency failed to develop the Project in accordance with applicable federal and state regulations, standards and procedures, required excessive District involvement/oversight, or the Project was brought in -house by the Department. A rating of Satisfactory Performance means the Agency developed the Project in accordance with applicable federal and state regulations, standards and procedures, with minimal District involvement/oversight. A rating of Above Satisfactory Performance means the Agency developed the Project in accordance with applicable federal and state regulations, standards and procedures, without District involvement/oversight. -52- • 5 T ATE OF FLORIN OEPANg1MENT OF TRANSPORTATr'ON 525 -030-00 LOCAL AGENCY PROGRAM AGREEMENT PFs13GRAtol MANAGEE)^ENT 03C—D7ra7 Page 10 of 15 B. The District will determine which functions can be further delegated to Agencies that continuously earn Satisfactory and Above Satisfactory evaluations. 14. Restrictions, Prohibitions. Controls, and Labor Provisions: During the performance of this Agreement, the Agency agrees as follows, and agrees to require its contractors and subcontractors to include in each subcontract the following provisions: A. The Agency will comply with all the requirements imposed by Title VI of the Civil Rights Act of 1964, the regulations of the U.S. Department of Transportation issued thereunder, and the assurance by the Agency pursuant thereto. The Agency shall include the attached Exhibit 3 E', Title VI Assurances in all contracts with consultants and contractors performing work on the Project that ensure compliance with Title VI of the Civil Rights Act of 1964, 49 C.F.R. Part 21, and related statutes and regulations. B. The Agency will comply with all the requirements as imposed by the ADA, the regulations of the Federal government issued thereunder, and assurance by the Agency pursuant thereto. C. 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 a contract 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, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. D. In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the Discriminatory Vendor List, kept by the Florida Department of Management Services, may not submit a bid on a contract to provide 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. E. An entity or affiliate who has had its Certificate of Qualification suspended, revoked, denied or have further been determined by the Department to be a non - responsible contractor may not submit a bid or perform work for the construction or repair of a public building or public work on a contract with the Agency. F. Neither the Agency nor any of its contractors or their subcontractors shall enter into any contract, subcontract or arrangement in connection with the Project or any property included or planned to be included in the Project in which any member, officer or employee of the Agency or the locality during tenure or for 2 years thereafter has any interest, direct or indirect. If any such present or former member, officer or employee involuntarily acquires or had acquired prior to the beginning of tenure any such interest, and if such interest is immediately disclosed to the Agency, the Agency, with prior approval of the Department, may waive the prohibition contained in this paragraph provided that any such present member, officer or employee shall not participate in any action by the Agency or the locality relating to such contract, subcontract or arrangement. The Agency shall insert in all contracts entered into in connection with the Project or any property included or planned to be included in any Project, and shall require its contractors to insert in each of their subcontracts, the following provision: 'No member, officer or employee of the Agency or of the locality during his tenure or for 2 years thereafter shall have any interest, direct or indirect, in this contract or the proceeds thereof." The provisions of this paragraph shall not be applicable to any agreement between the Agency and its fiscal depositories or to any agreement for utility services the rates for which are fixed or controlled by a governmental agency. -53- STATE OF FLORIDA DEPARTMENT OF TRAN5PORTAT1014 525411540 LOCAL AGENCY PROGRAM AGREEMENT PROGRAM MANAGEMENT OSC -0715: Psje 11 o' 15 G. No member or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or any benefit arising therefrom. 15. indemnification and Insurance: A. It is specifically agreed between the parties executing this Agreement that it is not intended by any of the provisions of any part of this Agreement to create in the public or any member thereof, a third party beneficiary under this Agreement, or to authorize anyone not a party to this Agreement to maintain a suit for personal injuries or property damage pursuant to the terms or provisions of this Agreement The Agency guarantees the payment of all just claims for materials, supplies, tools, or labor and other just claims against the Agency or any subcontractor, in connection with this Agreement. Additionally, the Agency agrees to include the following indemnification in al contracts with contractors /subcontractors, or consultants/subconsultants who perform work in connection with this Agreement: To the fullest extent permitted by law, the Agency's contractor shall indemnify and hold harmless the Agency, the State of Florida, Department of Transportation, and its officers and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of the contractor and persons employed or utilized by the contractor in the performance of this Contract." This indemnification shall survive the termination of this Contract. Nothing contained in this paragraph is intended to nor shall it constitute a waiver of the State of Florida and the Agency's sovereign immunity. To the fullest extent permitted by law, the Agency's consultant shall indemnify and hold harmless the Agency, the State of Florida, Department of Transportation, and its officers and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of the consultant and persons employed or utilized by the consultant in the performance of this Contract. This indemnification shall survive the termination of this Contract Nothing contained in this paragraph is intended to nor shall it constitute a waiver of the State of Florida and the Agency's sovereign immunity." B. The Agency shall, or cause its contractor or consultant to carry and keep in force, during the term of this Agreement, a general liability insurance policy or policies with a company or companies authorized to do business in Florida, affording public liability insurance with combined bodily injury limits of at least $200,000 per person and $300,000 each occurrence, and property damage insurance of at least $200,000 each occurrence, for the services to be rendered in accordance with this Agreement. The Agency shall also, or cause its contractor or consultant to carry and keep in force Workers' Compensation Insurance as required by the State of Florida under the Workers' Compensation Law. With respect to any general liability insurance policy required pursuant to this Agreement, all such policies shall be issued by companies licensed to do business in the State of Florida. The Agency shall provide to the Department certificates showing the required coverage to be in effect with endorsements showing the Department to be an additional insured prior to commencing any work under this Agreement. Policies that include Self , Insured Retention will not be accepted. The certificates and policies shall provide that in the event of any material change in or cancellation of the policies reflecting the required coverage, thirty days advance notice shall be given to the Department or as provided in accordance with Florida law. 16. Miscellaneous Provisions: A. The Agency will be solely responsible for compliance with all applicable environmental regulations, for any liability arising from non - compliance with these regulations, and will reimburse the Department for any loss incurred in connection therewith. The Agency will be responsible for securing any applicable permits. The Agency shall include in all contracts and subcontracts for amounts in excess of $150,000, a -54- • STATE OF FLORIDA DEPARTMENT OF TRANSPORTAflOf 525A1:43 LOCAL AGENCY PROGRAM AGREEMENT PROGRAM "MANAGEMENT PagF 121815 provision requiring compliance with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401- 7571q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). B. The Department shall not be obligated or liable hereunder to any individual or entity not a party to this Agreement.. C. In no event shall the making by the Department of any payment to the Agency constitute or be construed as a waiver by the Department of any breach of covenant or any default which may then exist on the part of the Agency and the making of such payment by the Department, while any such breach or default shall exist, shall in no way impair or prejudice any right or remedy available to the Department with respect to such breach or default. D. If any provision of this Agreement is held invalid, the remainder of this Agreement shall not be affected. In such an instance, the remainder would then continue to conform to the terms and requirements of applicable law_ E. By execution of the Agreement, the Agency represents that it has not paid and, also agrees not to pay, any bonus or commission for the purpose of obtaining an approval of its application for the financing hereunder_ F. Nothing in the Agreement shall require the Agency to observe or enforce compliance with any provision or perform any act or do any other thing in contravention of any applicable state law. If any of the provisions of the Agreement violate any applicable state law, the Agency will at once notify the Department in writing in order that appropriate changes and modifications may be made by the Department and the Agency to the end that the Agency may proceed as soon as possible with the Project. G. In the event that this Agreement involves constructing and equipping of facilities, the Agency shall submit to the Department for approval all appropriate plans and specifications covering the Project The Department will review all plans and specifications and will issue to the Agency a written approval with any approved portions of the Project and comments or recommendations covering any remainder of the Project deemed appropriate. After resolution of these comments and recommendations to the Department's satisfaction, the Department will issue to the Agency a written approval with said remainder of the Project. Failure to obtain this written approval shall be sufficient cause of nonpayment by the . Department. H. Upon completion of right -of -way activities on the Project. the Agency must certify compliance with all applicable federal and state requirements. Certification is required prior to authorization for advertisement for or sofscitation of bids for construction of the Project, including if no right -of -way is required. I. The Agency will certify in writing, prior to Project closeout that the Project was completed in accordance with applicable plans and specifications, is in place on the Agency's facility, adequate title is in the Agency's name, and the Project is accepted by the Agency as suitable for the intended purpose. J. The Agency agrees that no federally- appropriated funds have been paid, or will be paid by or on behalf of the Agency, to any person for influencing or attempting to influence any 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 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. If any funds other than federally- appropriated funds have been paid by the Agency 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 Agreement, the undersigned shall complete and submit Standard Form -LLL, "Disclosure Form to Report Lobbying,' in accordance with its instructions. The Agency shall require that the language of this paragraph be included in the award documents for all subawards at all tiers (including subcontracts, -55- STATE OF FLORE)A OEPARTF.ENT OF TRANSPOR.TAT ON EZEOTO4O LOCAL AGENCY PROGRAM AGREEMENT PROGRAM MANAGEMENT CSC -071£7 Page 13of 15 subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. No funds received pursuant to this contract may be expended for lobbying the Legislature, the judicial branch or a state agency. K. The Agency may not permit the Engineer of Record to perform Construction, Engineering and Inspection services on the Project. L. The Agency agrees to maintain any project not the State Highway System constructed under this Agreement. If the Agency constructs any improvement on Department right -of -way, the Agency ❑ will ❑ will not maintain the improvements made for their useful life. M. The Agency shall comply with all applicable federal guidelines, procedures, and regulations. If at any time a review conducted by Department and or FHWA reveals that the applicable federal guidelines, procedures, and regulations were not followed by the Agency and FHWA requires reimbursement of the funds, the Agency will be responsible for repayment to the Department of all funds awarded under the terms of this Agreement. N. The Agency: i. shall utilize the U.S. Department of Homeland Security's E- Verify system to verify the employment eligibility of all new employees hired by Agency during the term of the contract; and ii. shall expressly require any contractor and subcontractors performing work or providing services pursuant to the state 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 subcontractor during the contract tern. 0. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same Agreement. A facsimile or electronic transmission of this Agreement with a signature on behalf of a party will be legal and binding on such party. P. The Parties agree to comply with s.20.055(5), Florida Statutes, and to incorporate in all subcontracts the obligation to comply with s.20.055(5), Florida Statutes. Q. If the Project is procured pursuant to Chapter 255 for construction services and at the time of the competitive solicitation for the Project 50 percent or more of the cost of the Project is to be paid from state - appropriated funds, then the Agency must comply with the requirements of Section 255.0991, Florida Statutes_ R. Exhibits I_ Exhibit °A °, Project Description and Responsibilities, is attached and incorporated into this Agreement. ii. Exhibit "13 °, Schedule of Funding, is attached and incorporated into this Agreement. iii. El if this Project includes Phase 58 (construction) activities, then Exhibit ° C ", FHWA FORM 1273, is attached and incorporated into this Agreement. iv. ❑ An Alternative Pay Method is used on this Project. If an alternative Pay Method is used on this Project, then Exhibit "D ", Alternative Pay Method, is attached and incorporated into this Agreement. v. Exhibit °E', Title VI Assurances is attached and incorporated into this Agreement. vi. Exhibit "F ", the Agency Resolution authorizing entry into this Agreement, is attached and incorporated into this Agreement. -56- STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 5:5-010.413 LOCAL AGENCY PROGRAM AGREEMENT PROGRAM MANAGEMENT Pao 14 a 15 vii. ❑ State Funds are used on this Project. If State Funds are used on this Project, then Exhibit • State Funds Addendum, is attached and incorporated into this Agreement. viii. ❑ This Project is located off the State Highway System and includes funding for landscaping. If this Project is located off the State Highway System and includes funding for landscaping, then Exhibit "L°is attached and incorporated into this Agreement. ix. ❑ This Project utilizes Advance Project Reimbursement. If this Project utilizes Advance Project Reimbursement, then Exhibit ° R" is attached and incorporated into this Agreement. x. ❑ This Project includes funding for a roadway lighting system. If the Project includes funding for roadway lighting system, Exhibit "RV is attached and incorporated into this Agreement. xi. ❑ This Project includes funding for traffic signals and/or traffic signal systems, If this Project includes funding for traffic signals and /or traffic signals systems, Exhibit "T" is attached and incorporated into this Agreement. xii. Exhibit. "1 ", Federal Financial Assistance (Single Audit Act) is attached and incorporated into this Agreement. xiii. ❑ State Funds are used on this Project. If State Funds are used on this Project, then Exhibit "2°, State Financial Assistance (Florida Single Audit Act), is attached and incorporated into this Agreement_ The remainder of this page intentionally left blank. -57- STATE OF FLORIDA DEPARIMENf OF TRMISPORTATIOtt $2301040 LOCAL AGENCY PROGRAM AGREEMENT PROGFtAla I"AN'GE"'°NT 07117 Pepe Pepe v or to IM WITNESS WHEREOF, the parties have executed this Agreemen on the d. .nd year written above. AGENCY Monroe County STATE OF F O , D • R pT OF TRANSPORTATION By: � By: f Name: David Rice Nam e: �L otJ ulTes,P.6. Title: Mayor Title: Mid Director of Transportation Oevelopn'u d Legal Review: MONRCE COUNTY AT �t P$�RCVEQ AS T0�0 — =� __ ___SSA `Ga PATRICIA EMUS ASSISTANT COUNTY ATTORNEY . ^_l_ – e rL DATE: • (SEAL) ; A7KEVIN CLERK DEPUTY CLERK —58— STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 545-010-00 LOCAL AGENCY PROGRAM AGREEMENT PROGRAM MANAGEMENT 10 5 Page 1dl EXHIBIT 1 FEDERAL FINANCIAL ASSISTANCE (SINGLE AUDIT ACT) FEDERAL RESOURCES AWARDED PURSUANT TO THIS AGREEMENT ARE AS FOLLOWS: • CFDA No.: 20.205 CFDA Title: Highway Planning and Construction Federal -Aid Highway Program, Federal Lands Highway Program CFDA Program Site: https:hvAvw.cfda.govr Award Amount: $2,075.000.00 Awarding Agency: Florida Department of Transportation Award is for R &D: No Indirect Cost Rate: Choose an item. FEDERAL RESOURCES AWARDED TO THE RECIPIENT PURSUANT TO THIS AGREEMENT CONSIST OF THE FOLLOWING: 2 CFR Part 200 — Uniform Administrative Requirements, Cost Principles & Audit Requirements for Federal Awards httelivA' w.ecfr.gov/ OMB Circular A -133, Audits of States, Local Govemments and Non - Profit Organizations htto: /iwww..whitehouse sites; defaultffileslomh ;assetsia133 /a133 revised 2.007.pdf OMB Circular A -133 Compliance Supplement 2014 httpliwww. whitehouse ,gov!ombicircularsfa133 compliance .supplement 2014 FEDERAL RESOURCES AWARDED PURSUANT TO THIS AGREEMENT MAY ALSO BE SUBJECT TO THE FOLLOWING: OMB Circular A-87 (Revised), Cost Principles for State, Local and Indian Tribal Governments http:,/w w w.whitehouse..gov /ombicirculars a087 20041 OMB Circular A -102, Grants and Cooperative Agreements with State and Local Governments httD :liwb+w.whitehouse.aov /omb /circulars al 021 Title 23 - Highways, United States Code htto: /iuscode. house. qov / browse /preiim(t )title23&edition= prelim Title 49 — Transportation, United States Code http:/; uscode.house_govibrowselprelimi btitle4S &edition= preiirn Map -21 — Moving Ahead for Progress in the 21 Century, Public Law 112 -141 http:f www.gno.aov/fdsys /nkg!PLA V -112 bt1 /odf /PLAN'!- 112oub1141 .pd f Federal Highway Administration — Florida Division htto: / /www_fhwa.dotgovifldiv/ Federal Funding Accountability and Transparency Act (FFATA) Sub -award Reporting System (FSRS) https:f /www.fsrs.00vt -59- STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 52541045 LOCAL AGENCY PROGRAM AGREEMENT PROGRAM MANAGEMENT Pap 1 oil EXHIBIT "A" PROJECT DESCRIPTION AND RESPONSIBILITIES FPN: 436566 -1 This exhibit forms an integral part of the Local Agency Program Agreement between the State of Florida, Department of Transportation and Monroe County Florida PROJECT LOCATION: ❑ The project is on the National Highway System. ❑ The project is on the State Highway System. PROJECT LENGTH AND MILE POST LIMITS: Located on Pigeon Key Island at approximately MM 44.5,O1d Seven Mile Bridge Ramp to Pigeon Key, with certified survey dimensions of 20.5 ft wide by 254.88 ft long. PROJECT DESCRIPTION: The Pigeon Key Ramp connects the Florida Department of Transportation's Old Seven Mile Bridge to Monroe County's Pigeon Key Island. The project consist of the rehabilitation and substantial replacement of the 23 span timber, concrete and steel structure ramp bridge to Pigeon Key Island to accommodate pedestrians, bicyclists and an SU2 vehicle in order to conform to FDOT repair standards for the Old Seven Mile Bridge_ Work includes maintaining environmental controls and maintenance of traffic. SPECIAL CONSIDERATIONS BY AGENCY: The audit report(s) required in the Agreement shall include a Schedule of Project Assistance that will reflect the Department's contract number, the Financial Project Number (FPN), the Federal Authorization Number (FAN), where applicable, the amount of state funding action (receipt and disbursement of funds), any federal or local funding action, and the funding action from any other source with respect to the project. The Agency is required to provide a copy of the design plans for the Department's review and approval to coordinate permitting with the Department, and notify the Department prior to commencement of any right -of -way activities. The Agency shall commence the project's activities subsequent to the execution of this Agreement and shall perform in accordance with the following schedule: a) Study to be completed by nia b) Design to be completed by 2.28.18 . c) Right -of -Way requirements identified and provided to the Department by n!a d) Right -of -Way to be certified by nfa e) Construction contract to be let by 428.18 . f) Construction to be completed by 6.30.10 _ If this schedule cannot be met, the Agency will notify the Department in writing with a revised schedule or the project is subject to the withdrawal of federal funding. SPECIAL CONSIDERATIONS BY DEPARTMENT: Monroe County has LAP Agreement contract # ARQ41 for design in the amount of 5186,447.71. -60- • STATE OF FEORiDA nEPAR'eMN Ni OF TRANSPORTATION 525- 610--3u6 LOCAL AGENCY PROGRAM AGREEMENT PROGRAM M.4NGEMENT OGC -08:15 Pae c'1 EXHIBIT `B" . SCHEDULE OF FUNDING AGENCY NAME & BILLING ADDRESS FPN: 436566 -1 Monroe County BOCC Engineering Department 1100 Simonton Street, Key West, FL 33040 FUNDING (1) TOTAL (2) {3} (4) TYPE OF WORK. By Fiscal Year PROJECT FUNDS LOCAL FUNDS STATE FUNDS FEDERAL FUNDS • Planning -18 FY: FY: FY: Total Planning Cost Project Development & Environment (PD&E) - 28 FY: FY: FY: Total PD &E Cost Design - 38 FY: — FY: FY: Total Design Cost 1 Right -of -Way - 48 FY: FY: _ FY: Total Right -of -Way Cost Construction -58 FY: 2018 1.850.000 1.850.000 • FY: FY: FY: Total Construction Cost 1,850,000.00 1,850,000.00 Construction Engineering and Inspection (CEI) - 68 225 000 225 -000 FY: 2018 FY: FY: • Total GEE Cost 225,000.00 225,000 Operations — 88 FY: FY: — FY: Total Operations Costs TOTAL COST OF THE PROJECT 2,075,000.00 2,075,000 The Department's fiscal year begins on July 1. For this project, funds are not projected to be available until after the 1st of July of each fiscal year. The Department will notify the Agency, in writing, when funds are available. -61- STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 525 - 4:tC LOCAL AGENCY PROGRAM AGREEMENT PROGRAM MANAGEMENT Page 1 cell EXHIBIT "C" FHWA FORM 1273 FEDERAL RESOURCES AWARDED PURSUANT TO THIS AGREEMENT ARE AS FOLLOWS: LEGAL REQUIREMENTS AND RESPONSIBILITY TO THE PUBLIC — COMPLIANCE WITH FHWA 1273. The FHWA -1273 version dated May 1, 2012 is appended in its entirety to this Exhibit. FHWA- 1273 may also be referenced on the Department's website at the following CURL address: http://www.fhwa.dot.gov/programadiatinicontrkts/1273/1273.pcif Sub- recipients of federal ,rants awards for Federal -Aid Highway construction shall take responsibility to obtain this information and comply with all provisions contained in FHWA- 1273, • -62- STATE OF FLORIDAD'EPARn.1ENT OF TRANSPORTATION 52E-01040E LOCAL AGENCY PROGRAM AGREEMENT ROGe OG 03:15 Page 1 of 2 Exhibit "E" - TITLE VI ASSURANCES During the performance of this contract, the consultant or contractor, for itself, its assignees and successors in interest (hereinafter collectively 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 contract. • (2.) Nondiscrimination: The Contractor, with regard to the work performed by it during the contract, shall not discriminate on the basis of race, color, national origin, or sex in the selection and retention of sub - contractors, 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 Sub - contractors, including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the contractor for work to be performed under sub - contract, including procurements of materials or leases of equipment, each potential sub - contractor or supplier shall be notified by the contractor of the contractors obligations under this contract and the REGULATIONS relative to nondiscrimination on the basis of race, color, national origin, or sex. (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 or the Federal Highway Administration, Federal Transit Administration, Federal Aviation Administration, and 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, or the Federal Highway Administration, Federal Transit • Administration, Federal Aviation Administration, or 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 contractors 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, or -63- STATE- OF FLORIDA. DEPARTMENT OP TRANSPORTATION :- 5Air'. -4CE LOCAL AGENCY PROGRAM AGREEMENT RCGRAArrr.rnArrASErr -avT OGG- MI5 Page2 of2 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 (6.) Incorporation of Provisions: The contractor shall include the provisions of paragraphs (1) through (7) in every sub - contract, 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 sub- contract or procurement as the Florida Department of Transportation or the Federal Highway Administration, Federal Transit Administration, Federal Aviation Administration, or Federal Motor Carrier Safety Administration may direct as a means of enforcing such provisions including sanctions for noncompliance, provided, however, that, in the event a contractor becomes involved in, or is threatened with, litigation vrith a sub - contractor or supplier as a result of such direction, The contractor may request the Florida Department or 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 bads 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 11 and 11 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 at environmental effects on minority and tow- 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). -64- STATE OF FEOR2DA DEPARTMENT OF TRANSPORTATION 5.25-0 t;3=tF LOCAL AGENCY PROGRAM AGREEMENT PROGRAM MANAGE'rE'7 GGC - atF15 Pagel of EXHIBIT "F" AGENCY RESOLUTION The agency Resolution authorizing entry into this Agreement is attached and incorporated into this Agreement. • -65- RESOLUTION NO. 002 -2018 A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, APPROVING A LOCAL AGENCY PROGRAM AGREEMENT BETWEEN THE FLORIDA DEPARTMENT OF TRANSPORTATION AND MONROE COUNTY FOR FUNDING TO CONSTRUCT IMPROVEMENTS TO THE PIGEON KEY RAMP #904480. • WHEREAS, the Board of County Commissioners of Monroe, County; .(`;CQUNTY") has jurisdiction over and maintains Pigeon Key Ramp Bridge # 904480, located - on Pigeon Key Island at mile marker 44.5 in the County; and WHEREAS, the Florida Department of Transportation ( "DEPARTMENT ") has' awarded Transportation Alternatives Program (TAP) funding under a Local Agency Program (LAP) agreement to the COUNTY for the PIGEON KEY RAMP #904480, hereinafter referred to as the "PROJECT "', the individual elements of which are outlined in the attached Exhibit "A. ", "Project Description and Responsibilities ", which is herein incorporated by reference and WHEREAS, the DEPARTMENT has programmed funding for the. PROJECT under Financial Project Number 436566 -1, and has agreed to reimburse the .COUNTY, for eligible project costs up to a maximum limiting amount, as outlined in the attached Exhibit "B" "Schedule of Funding ", which is herein incorporated by reference; and WHEREAS, the County has agreed to supervise and inspect all aspects of the PROJECT construction and administration; and • WHEREAS, the parties hereto mutually recognize the need for entering into an Agreement .•designating and setting forth the responsibilities of each party; and WHEREAS, the parties are authorized to enter into this Agreement pursuant to Section :339:08(e) 4439.12, Florida Statutes (F.S.); tr 1QW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of • MMo foe County Florida, that: r r Section 1. The Local Agency Program (LAP) Agreement between the State of Florida, Department of Transportation and Monroe County is hereby approved. Section 2. Upon execution, this Resolution shall be marked as Exhibit "F" and made a part of this Local Agency Prograrn (LAP) Agreement. PASSED AND ADOPTED by the Board of County Commissioners of Monroe County, Florida at a regular meeting of said board on the 17 day of January, A.D., 2018. Pigeon Key Ramp LAP Agreement January 17, 2018 -66- Mayor David Rice Yes Mayor Pro Tem Sylvia Murphy Yes Commissioner Danny Kolhage Yes Commissioner Geor e Neuge nt Yes Commissioner Heather C arr uthers Yes - I t -• ,_ ��` BOARD OF COUNTY COMMISSIONERS :' ?rAtttgst %Kevin Madok, Clerk OF MONROE COUNTY, FLORIDA By q��,."..' - (J By Deputy Clerk Mayor /Chairperson MO ROE COUN YA7TORNEY'SOFFICE PROVED AS To •R ...1 PATRICIA EABLES ASSISTANT COUNTY ATTORNEY DATE: is = - -n a �. n rn C7 "o N • Pigeon Key Ramp LAP Agreement January 17, 2018 -67- Attachment E FDOT DBE Instruction form 275 - 030 -11 -68- STATE OF FLOR;DA DEPARTMENT OF TRANSPORTATION 275L3E -11 DBE BID PACKAGE INFORMATION EOUAL OPPORTUNITY OFFICE 1ev17 DBE Utilization • The Department began its DBE race neutral program January 1, 2000_ Contract specific goals are not placed on Federal /State contracts; however, the Department has an overall 10.65% DBE goal it must achieve_ In order to assist contractors in determining their DBE commitment level, the Department has reviewed the estimates for this letting. As you prepare your bid, please monitor potential or anticipated DBE utilization for contracts. When the low bidder executes the contract with the Department, information will be requested of the contractor's DBE participation for the project. While the utilization is not mandatory in order to be awarded the project, continuing utilization of DBE firms on contracts supports the success of Florida's DBE Program, and supports contractors' Equal Employment Opportunity and DBE Affirmative Action Programs. Any project listed as 0% DBE availability does not mean that a DBE may not be used on that project. A 0% DBE availability may have been established due to any of the following reasons: limited identified subcontracting opportunities, minimal contract days, and/or small contract dollar amount. Contractors are encouraged to identify any opportunities to subcontract to DBE's. Please contact the Equal Opportunity Office at (850) 414 -4747 if you have any questions regarding this • information_ Forms may be downloaded at www. dot. state .fl.uslproceduraldocuments / . DBE Reporting If you are the prime contractor on a project, enter your DBE participation in the Equal Opportunity Compliance system prior to the pre - construction or pre -work conference for all federal and state funded projects. This will not become a mandatory part of the contract. It will assist the Department in tracking and reporting planned or estimated DBE utilization. During the contract, the prime contractor is required to report actual payments to DBE and MBE subcontractors through the web -based Equal Opportunity Compliance (EOC) system. All DBE payments must be reported whether or not you initially planned to utilize the company. In order for our race neutral DBE Program to be successful, your cooperation is imperative. If you have any questions, please contact EOOHelp @dot.state.fl.us. Bid Opportunity List The Federal DBE Program requires States to maintain a database of all firms that are participating or • attempting to participate on FDOT - assisted contracts. The list must include all firms that bid on prime contracts or bid or quote subcontracts on FDOT - assisted projects, including both DBE's and non -DBEs. Please complete the Bidders Opportunity List through the Equal Opportunity Compliance system within 3 business days of submission of the bid or proposal for ALL subcontractors or sub - consultants who quoted to you for specific project for this letting. The web address to the Equal Opportunity Compliance system is: https_ii w,nv3. dot. state. fl. usf EqualOpportunityCompliance / Account. aspx /Logln ?Retumljrl= %2fEqualOppor tunityCompliance %2f _ -69- STATE OF FLOR,OA DEPARTMENT OF TRANSPORTATION 27:- D2E-11 DBE BID PACKAGE INFORMATION EQUAL OPPORTUNITY OFFICE 11'17 Paget of 2 DBE /AA Plans Contractors bidding on FOOT contracts are to have an approved DBE Affirmative Action Plan (FDOT Form 275 -030 -11 B) on file with the FOOT Equal Opportunity Office before execution of a contract DBE /AA Plans must be received with the contractors bid or received by the Equal Opportunity Office prior to the award of the contract. Plans are approved by the Equal Opportunity Office in accordance with Ch. 14 -78, Florida Administrative Code. Plans that do not meet these mandatory requirements may not be approved. Approvals are for a (3) three year period and should be updated at anytime there is a change in the company's DBE Liaison Officer and/or President. Contractors may evidence adoption of the DBEIAA Policy and Plan and /or a change in the designated DBE Liaison officer as follows: • Print the first page of the document on company stationery (`letterhead ") that indicates the company's name, mailing address, phone number, etc. • Print the company's name in the "" space; next to "Date° print the month /day /year the policy is being signed; record the signature of the company's Chief Executive Officer, President or Chairperson in the space next to "by` and print the full first and last name and position title of the official signing the policy. • Print the DBE Liaison's full name, email address, business mailing address and phone number the bottom of email. E -mail the completed and signed DBE AA Plan to: eeoforins @dot.state.fl.us. The Department will review the policy, update department records and issue a notification of approval or disapproval; a copy of the submitted plan will not be returned to the contractor. • -70- ATTACHMENT F COUNTY AND FDOT FORMS -71- LOBBYING AND CONFLICT OF INTEREST CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 010 -1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE WSP USA Inc. (Company /indivdual) warrants that he /it has not employed, retained or otherwise had act on his /its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010 -1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010 -1990. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee ". 1 (Signature) August 30, 2018 Date: • STATE OF: nor Ida- COUNTY OF: �r1 -7 Subscribed and sworn to (or affirmed) before me on ,4 �D, 70 t D (date) by �()13 > bt, 0 ' 64 (name of affiant). He /She is personally known to me or has produced / as a �1 identification. (type of identification) .r j �A 1 -ice 4 °,,e'• IRENE MATT.HEWS I "� d i 3 , °� Notary Public - State ot'Florida Y PUBLIC I. •, ' • - Commission # FF 990356 I 9 ",, My Comm. Expires May 9. 2020 My commission expires: 41q q; 0 ,, °; ; °`� Bonded through National Notary Assn. 0 • -72- _Th NON- COLLUSION AFFIDAVIT Robert M. Clifford I, according to law, on my oath, and under penalty of perjury, depose and say that: Area Manager 1. lam of the firm of WSP USA Inc. the bidder making the Proposal for the project described in the Request for Competitive Solicitations for: Construction Engineering & Inspection Services and that I executed the said proposal with full authority to do so. 2. The prices in this proposal have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder /responder or with any competitor. - 3. Unless otherwise required by law, the prices which have been quoted in this proposal have not been knowingly disclosed by the bidder /responder and will not knowingly be disclosed by the bidder prior to the opening of the responses, directly or indirectly, to any other bidder /responder or to any competitor. 4. No attempt has been made or will be made by the bidder /responder to induce any other person, partnership or corporation to submit, or not to submit, a proposal for the purpose of restricting competition. 5. The statements contained in this affidavit are true and correct, and made with full knowledge that Monroe Co ity relies upon the truth of the statements contained in this affidavit i awarding 2 rac : for said project. OP August 30, 2018 (Signature of Respondent) (Date) STATE OF: fillrf (16 COUNTY OF: 4/ -JL5 h my' • • PERSONALLY APPEARED BEFORE ME, the undersigned authority Obe /4,,, C . ct who, after first being sworn by me, (name of individual signing) affixed /her signature in the space provided above on this g .day of A 20 I$ i i r 1 i '"' "�y,, IRENE MATTHEWS T ! �:° L� -_, f _ Notary Public - State of Florida N �%' Y PUBLIC Commission # FF 990356 s ,. M y C omm. . May 9, 2020 "''''I" Bonded through National Notary Assn. I ,24171 My Commission Expires: Vat( , -73- DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: WSP USA Inc. (Name of Business) 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3: Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo ' contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. • Respondent's Signature August 30, 2018 Date ,•�,a pi IflENE MATTHEWS • = ° . `1.0 Notary Public - State of Florida : Y PUBLIC • �'' • Commission # FF 990356 '•,�� My Comm. Expires May 9, 2020 > Bonded through National Notary Assn �A A � 'y Commission Expires: /U(, f p -74- PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract 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 public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or CONTRACTOR 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, Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." WSP USA Inc. I have read the above and state that neither (Proposer's name) nor any Affiliate has been placed on the convicted vendor list within the last 36 months. • (Signature) August 30, 2018 Date: STATE OF: 0 llC- COUNTY OF: Al b ri. Sub and sworn to (or affirmed) before me on theday of Ltri , 2018 by �n�?e a l i (name of affiant). I /She is sonally known to me _ or has produced A//4 (type of identification) as identification. My Commission Expires: • f .41 ft 02Vb 400, NOTARY PUBLIC 40" " IRENE MATTHEWS � p�' pV PUBI r . �, o Notary Public - State of Florida _' • ; ! : • "c Commission # FF 990356 6.-�F p.0 My Comm. Expires May 9, 2020 Bonded through National Notary Assn. -77- STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 375-030-32 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PROCUREMENT 11/15 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 transaction by any federal department or agency. WSP USAigt Name of Consultant/Contracto B / /� Date: August 30, 2018 Title: Area Manager 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 if at any time the prospective lower tier participant learns that its certification was erroneous by reason of changed circumstances. d. The terms "covered transaction," "debarred," "suspended," "ineligible," "participant," "person," "principal," and "voluntarily excluded," as used in this clause, are defined in 2 CFR Parts 180 and 1200. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. "First Tier Covered Transactions" refers to any covered 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.epls.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 e 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 Govemment, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. -78- 37503033 PROCUREMENT 10/01 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 of Consul August 30, 2018 By Date: Authorized Signature Area Manager Title: -79- • • STATE OF FLORIDA DEPARTMENT OF TRANSPCRTATICN .375 -M.50 CONFLICT OF INTEREST /CONFIDENTIALITY CERTIFICATION PRT.:CUREAE?r Ctit -33113 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. 1 also agree not to discuss the Project with anyone who is a member of or acting on behatf 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 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 InterestiConfidentiality Certification. Printed Names Sign tur Date Robert M. Clifford August 30, 2018 • -80- • STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 375-030 -30 TRUTH IN NEGOTIATION CERTIFICATION PROCUREMENT 05/14 Pursuant to Section 287.055(5)(a), Florida Statutes, for any lump -sum or cost plus -a -fixed fee professional services contract over the threshold amount provided in Section 287.017, Florida Statutes for CATEGORY FOUR, the Department of Transportation (Department) requires the Consultant to execute this certificate and include it with the submittal of the Technical Proposal, or as prescribed in the contract advertisement. The Consultant hereby certifies, covenants, and warrants that wage rates and other factual unit costs supporting the compensation for this project's agreement are accurate, complete, and current at the time of contracting. The Consultant further agrees that the original agreement price and any additions thereto shall be adjusted to exclude any significant sums by which the Department determines the agreement price was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. All such agreement adjustments shall be made within (1) year following the end of the contract. For purposes of this certificate, the end of the agreement shall be deemed to be the date of final billing or acceptance of the work by the Department, whichever is later. WSP USA Inc. N� t of . - August 30, 2018 By: • Date -81- • TE 13I‘ P_OR*34 LTEDMTMEtir WASESPURTATION an-e-lc-67 BID OPPORTUNITY UST FOR PROFESSIONAL CONSULTANT inkcouneupir 04,or SERVICES, AND COMMODITIES & CONTRACTUAL SERVICES WSP USA Inc. Prime Contractor/Prime Consultant 7650 Corporate Center Dr, Ste 300, Miami FL 33040 Address/Phone Number: Procurement Number/Advertisement Number. 49 gfileon21.11 The list is intended to be a listing of all firms that are participating, or attempting to partioipat....... DOT-assisted contracts. The list must include all firms that bid on prime contracts, cr bid or quote subcontracts and • supplies materials on DOT-assisted projects, including both DBEs and non-DBEs. For consulting companies this list must include all subconsultanWcontacting you and expressing an interest in Warning with you on s specific DOT-assisted project.' Prime contractors and consultants must provide information for Numbers 1, 2, 3 and 4, and should provide any information they have available an Numbers 5. 6, 7, and 8 for themselves, and their subcontractors and subconsultants. 1. Federal Tax ID Number: 6. 0 DBE 8. Annual Gross Receipts 2. Firrn Name: Non-DBE 0 Less than $1 million 3. Phone; 0 Between $1 45 million 4. Address: 0 Between $5 $10 million 7. 0 Subcontractor 0 Between $10 415 million 0 Subconsultant 0 More than $15 million 5. Year Rill Established: 1, Federal Tax ID Number: 6. 0 08E 8, Annual Gross Receipts 2. Firm Name: 0 Non 0 Less than $1 million 3. Phone: 0 Between $1 - S5 million 4. Address: 0 Between $5 - 510 million 7. 0 Sub 0 Between $10 - $15 million Subconsultant 0 More than $15 million 5. Year Firm Establishe-d: 1, Federal Tax ID Number. 6. 0 DBE B. Annual Gross Receipts 2. Firm Name: 0 Non-DBE 0 Less than 51 million 3. Phone: 0 Between 51 - 55 million 4. Address; 0 Between 55 - 510 million 7. 0 Subcontractor 0 Between 510 - $15 million 0 Subconsultant 0 Moro than 515 million 5. Year Firm Established: 1. Federal Tax ID Number, 8. 0 DBE 3. Annual Gross Receipts 2. Firm Name: 0 Non-DBE 0 Less than 51 million 3. Phone: 0 Between 51 - 55 million 4. Address: Ej Between 55 - 510 million 7. 0 Subcontractor 0 Between 510 - 515 million Subconsultant 0 More than 515 million 5. Year Firm Established: AS APPLICABLE, PLEASE SUBMIT THIS FORM WITH YOUR: 810 SHEET (Invitation to Bid — ITB) LETTERS OF RESPONSE (LOR) PRICE PROPOSAL (Roquest for Proposal RFP) REPLY (Invitation to Negotiate ITN) -82- • VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS Pigeon Key Ramp /Bridge Project Description(s): Respondent Vendor Name: WSP USA Inc. Vendor FEIN: 11- 1531569 Vendor's Authorized Representative Name and Title: Robert M. Clifford, Area Manager Address: 2202 N West Shore Blvd, Ste 300 City: Tampa State: FL Zip: 33556 Phone Number: 813- 520 -4444 Email Address: Bob.Clifford @wsp.com Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal, the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of $1,000,000 or more, that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector Lists which were created pursuant to s. 215.473, Florida Statutes, or is engaged in business operations in Cuba or Syria. As the person authorized to sign on behalf of Respondent, I hereby certify that the company identified above in the Section entitled "Respondent Vendor Name" is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of $1,000,000 or more is not listed on either the Scrutinized Companies • with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged in business operations in Cuba or Syria. I understand that pursuant to Section 287.135, Florida Statutes, the submission of a false certification may subject company to civil penalties, attorney's fees, and/or costs. I further understand that any contract with the County may be terminated, at the option of the County, if the company is found to have submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or been engaged in business ope • ' . • s in Cuba or Syria. Certified By: alb , who is authorized to sign on behalf of the above reference I t • p. Authorized Signature: Print Name: Robert M. Clifford Title: Area Manager Note: The List are available at the following Department of Management Services Site: http: / /www.dms.myflorida.com/ business_ operations/ statejurchasing /vendor_information /convicted suspended_discri minatory complaints vendor lists -83- Respondent's Insurance and Indemnification Statement Insurance Requirement Required Limits Worker's Compensation Statutory Limits Employer's Liability $100,000/$500,000 /$100,000 General Liability $300,000 per Person, $500,000 per Occurrence, $200,000 Property Damage or $500,000 Combined Single Limit Vehicle Liability $50,000 per Person, $100,000 Per occurrence, $25,000 Property Damage or $100,000 Combined Single Limit Professional Liability $300,000 per occurrence $500,000 aggregate IDEMNIFICATION AND HOLD HARMLESS FOR CONSULTANTS AND SUBCONSULTANTS 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. In the event that 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. 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 CONSULTANT 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. The first ten dollars ($10.00) of remuneration paid to the CONSULTANT is consideration 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. This indemnification shall survive the expiration or earlier termination of the Agreement. RESPONDENT'S STATEMENT I understand the insurance that will be mandatory if awarded the contract and will comply in full with all the requirements. Robert M. Clifford, P.E. / Respondent Signature -75- INSURANCE AGENTS STATEMENT I have reviewed the above requirements with the bidder named below. The following deductibles apply to the corresponding policy. POLICY DEDUCTIBLES GLO 9835819 -05 $193,738 WA7 -62D- 094060 -018 $150,000 AS7- 621 - 094060 -038 $150,000 QPL022630 SIR $250,000 *Claims Made • I X Liability policies are Occurrence Claims Made Gallagher Insurance Agency Sign ture &J Oh Print Name: "v Oh d Ct i/CL S } ti 1 I -76- 'r. AC'� • DATE (MMIDD/YYYY) CERTI FICATE OF LIABILITY INSURANCE 9/4/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: AJG Service Team Arthur J. Gallagher Risk Management Services, Inc. PHONE FAX 250 Park Avenue, 5th Floor (A/c. No. Extl: 212- 994 -7100 (Arc, No): 212- 994 -7047 New York NY 10177 E-MAIL GGB.WSPUS.CERTREQUESTS@AJG.COM • INSURER(S) AFFORDING. COVERAGE NAIC # INSURERA: Liberty Insurance Corporation 42404 INSURED WSPGLOB -01 INSURER B : Zurich American Insurance Company 16535 WSP USA Inc. INSURER C: One Penn Plaza New York, NY 10119 INSURER D : INSURER E : INSURER F COVERAGES CERTIFICATE NUMBER: 1408804739 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL S WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS (MMIDD/YYYY) (MMIDD/YYYY) B X COMMERCIAL GENERAL LIABILITY Y GL0983581905 4/1/2018 4/1/2019 EACH OCCURRENCE _ $ 2,000,000 CLAIMS -MADE X OCCUR • DAMAGE TO RENTED PREMISES (Ea occurrence) $ 300,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 2,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: _ GENERAL AGGREGATE $ 5,000,000 X POLICY PRO T LOC PRODUCTS - COMP/OP AGG $ 2,000,000 JEC OTHER: $ A AUTOMOBILE LIABILITY Y AS7621094060038 4/1/2018 4/1/2019 COMBINED SINGLE LIMIT $ 2,000,000 (Ea accident) X ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED A "ISK 1AGEMENT AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ HIRED NON -OWNED BY Al Ir. PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY - w (Per accident) „_ — A $ UMBRELLA LIAB OCCUR WAIVER WAI YES EACH OCCURRENCE $ . EXCESS LIAB CLAIMS -MADE AGGREGATE $ DED RETENTION $ $ A WORKERS COMPENSATION WA762D094060018(AOS) 4/1/2018 4/1/2019 X PER OTH- AND EMPLOYERS' LIABILITY Y / N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 2,000,000 OFFICER/MEMBEREXCLUDED? N N / A (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 2,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) SIXTY (60) DAYS NOTICE OF CANCELLATION Project: Pigeon Key Ramp Project County of Monroe & FDOT is Additional Insured with respect to General Liability and Auto Liability. CERTIFICATE HOLDER , CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County 1100 Simonton Street, Suite 2 -205 Key West FL 33040 AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AC CERTIFICATE OF LIABILITY INSURANCE DAT /DD8) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: AJG Service Team Arthur J. Gallagher Risk Management Services, Inc. PHONE FAX 250 Park Avenue, 5th Floor fac. No. Ext): 212 - 981 - 2485 (NC, No): 212 - 994 -7074 New York NY 10177 ADDR GGB.WSPUS.CertRequestspajp.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: QBE Specialty Insurance Company 11515 INSURED WSPGLOB -01 INSURER B: WSP USA Inc. INSURERC: One Penn Plaza New York, NY 10119 INSURER D INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 1855820845 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS 'CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE NSD WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS (MMIDD/YYYY) (MM /DDNYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL 8 ADV INJURY _ $ GEN'L AGGREGATE UMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO JECT LOC PRODUCTS - COMP /OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBII ED LIMIT $ ANY AUTO , 0 J C.. RISK L A ACEMENTT BODILY INJURY (Per person) $ OWNED SCHEDULED �j BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS HIRED NON -OWNED BY I PROPERTY DAMAGE $ AUTOS ONLY _ AUTOS ONLY (Per accident) SATE $ UMBRELLA LIAB _ OCCUR WAIVER NI YES,. EACH OCCURRENCE $ EXCESS LIAB CLAIMS -MADE AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS' LIABILITY Y / N STATUTE ER ANYPROPRIETOR /PARTNER /EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/ , (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ A Professional Liability QPL0022630 11/1/2017 10/31/2018 Per Claim /Aggregate $1,000,000 CLAIMS -MADE DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) SIXTY (60) DAYS NOTICE OF CANCELLATION Project: Pigeon Key Ramp Project CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County 1100 Simonton Street, Suite 2 -205 • Key West FL 33040 AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD