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Agenda 04/14/2015 Item #16D4 4/14/2015 16.D.4. EXECUTIVE SUMMARY Recommendation to approve and authorize the Chairman to execute Contract # 14-6322 CAT Program Engineering/Architectural Services with CH2MHill,Inc.,Atkins North America,Inc.,and Hole Montes,Inc. OBJECTIVE: To procure engineering and architectural services for Collier Area Transit(CAT)grant- funded projects. CONSIDERATIONS: Collier Area Transit (CAT) receives grant funding that does not allow for the use of Collier County's Professional Services contract for architectural and engineering services. Accordingly, staff issued RFP 14-6322 to procure these services that met all grantor guidelines. On February 24,2015,the Board approved the selection committee's ranking and authorized staff to enter into contract negotiations with the recommended consultants(Agenda Item 16D5). The attached contracts will allow CAT to procure small (less than $200,000) work orders for supplemental architectural and engineering services while meeting all Federal Transit Administration grant requirements. FISCAL IMPACT: No fiscal impact is associated with this action. GROWTH MANAGEMENT IMPACT: Transit capital and operations supports goals and objectives of the Transportation Element of the Growth Management Plan. LEGAL CONSIDERATIONS: This item is approved as to form and legality, and requires majority vote for Board approval.—SRT RECOMMENDATION: That the Board of County Commissioners approves and authorizes the Chairman to. execute Contract # 14-6322 CAT Program Engineering/Architectural Services with CH2MHill,Inc.,Atkins North America,Inc.and Hole Montes Inc. PREPARED BY: Brandy Otero,Public Transit&Neighborhood Enhancement Attachments: Contract# 14-6322 • Packet Page-709- 4/14/2015 16.D.4. COLLIER COUNTY Board of County Commissioners Item Number: 16.16.D.16.D.4. Item Summary: Recommendation to approve and authorize the Chairman to execute Contract#14-6322 CAT Program Engineering/Architectural Services with CH2MHiII, Inc.,Atkins North America, Inc., and Hole Montes, Inc. Meeting Date: 4/14/2015 Prepared By Name: OteroBrandy Title:Project Manager,Associate, Transportation Road Maintenance 3/18/2015 4:55:31 PM Submitted by Title: Project Manager,Associate, Transportation Road Maintenance Name: Otero Brandy 3/18/2015 4:55:32 PM Approved By Name:ArnoldMichelle Title: Division Director-Pub Tran&Nbrhd Enh,Public Transit&Neighborhood Enhancemt Date: 3/20/2015 7:55:02 AM Name: HerreraSandra Title: Manager-Procurement,Purchasing&General Services Date: 3/20/2015 2:50:41 PM Name: JohnsonScott Title: Manager-Procurement, Purchasing&General Services Date: 3/20/2015 4:24:07 PM Name: BrilhartBrenda Title: Procurement Specialist,Purchasing&General Services Date: 3/23/2015 3:55:48 PM Packet Page-710- 4/14/2015 16.D.4. Name: MarkiewiczJoanne Title:Division Director-Purchasing&Gen Svc, Purchasing&General Services Date: 3/24/2015 4:22:11 PM Name: TownsendAmanda Title: Division Director-Operations Support,Public Services Department Date: 3/24/2015 5:14:41 PM Name: Scott Trinity Title:Manager-Public Transit,Public Transit&Neighborhood Enhancemt Date: 3/25/2015 10:12:13 AM Name: SotoCaroline Title: Management/Budget Analyst, GMD Construction&Maintenance Admin Date: 3/25/2015 11:00:51 AM Name: CarneliSteve Title: Department Head -Public Services, Public Services Department Date: 3/26/2015 7:21:06 AM Name: TeachScott Title: Deputy County Attorney, County Attorney Date: 3/26/2015 10:07:49 AM Name: FinnEd Title: Management/Budget Analyst, Senior,Transportation Engineering&Construction Management Date: 3/30/2015 3:01:56 PM Name: KlatzkowJeff Title:County Attorney, Date: 3/30/2015 3:12:01 PM Name: CasalanguidaNick Title: Deputy County Manager, County Managers Office Date: 3/31/2015 12:03:23 PM • Packet Page-711- 4/14/2015 16.D.4. Contract# 14-6322 "CAT Program Engineering/Architectural Services" FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this day of 2015, by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER") and Atkins North America, Inc., authorized to do business in the State of Florida, whose business address is 1514 Broadway, Suite 201, Ft. Myers, FL 33901 (hereinafter referred to as the "CONSULTANT"). WITNESSETH: WHEREAS, it is in the best interests of OWNER to be able to obtain professional CONSULTANT Engineering and Architectural services expeditiously when a need arises in connection with a Collier County project; and WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act), makes provisions for a fixed term contract with a firm to provide professional services to a political subdivision, such as the County; and WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional CONSULTANT Engineering and Architectural services on a fixed term basis as directed by OWNER for such projects and tasks as may be required from time to time by OWNER. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained '—`herein, the parties hereto agree as follows: 1 Packet Page-712- • 4/14/2015 16.D.4. ARTICLE 1 CONSULTANT'S RESPONSIBILITY 1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, CONSULTANT shall provide to OWNER professional Engineering and Architectural services (hereinafter the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in writing by the Board of County Commissioners Work order assignments under this contract shall be made in accordance with the Purchasing Ordinance No. 2013-69 approved by the Board of County Commissions December 10, 2013, and as follows: • For work anticipated to be less than $100,000: the Department may select any firm from the contracted firms, request proposals from all firms on contract in accordance with the current work order distribution procedures, or conduct a separate solicitation. • For work anticipated to be over $100,000 and up to $200,000: the Department may, at their discretion, use the firm in the next rotation order, request a waiver of rotation, request proposals from all firms on contract in accordance with current work order distribution procedures or conduct a separate solicitation. 2 Packet Page -713- 4/14/2015 16.D.4. 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or any Work Order, or to obligate OWNER in any manner or way. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders ,,thereto) are hereby incorporated into and made a part of this Agreement by reference. 3 • Packet Page -714- 4/14/2015 16.D.4. 1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional Services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified personnel to provide such Services to OWNER. 1.5 CONSULTANT hereby designates Victor Poteat as its Principal in Charge (hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. Packet Page -715- 4/14/2015 16.D.4. 1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform any of the Services pursuant to the requirements of this Agreement or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. The CONSULTANT represents to the OWNER that it has expertise and experience in the type of professional Architectural & Engineering services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119 (including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(d) and (3)) as follows: (2) In addition to other contract requirements provided by law, each public agency contract for services must include a provision that requires the contractor to comply with public records laws, specifically to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that .-� the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 5 Packet Page -716- 4/14/2015 16.D.4. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. (3) If a contractor does not comply with a public records request, the public agency shall enforce the contract provisions in accordance with the contract. 1.7 In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Work Order. 1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to Consultant's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the County reserves the right to make sole determination regarding deductions. After notification of deficiency, if the Consultant fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The County may also deduct or charge the Consultant for services and/or items necessary to correct the deficiencies directly related to the Consultant's non-performance whether or not the County obtained substitute performance. 6 Packet Page -717- 4/14/2015 16.D.4. 1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. 1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic) GPS Network as provided by OWNER. Information layers shall have common naming conventions (i.e. right-of-way- ROW, centerlines - CL, edge-of-pavement- EOP, etc), and adhere to industry standard CAD specifications. ARTICLE 2 ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services — under this Agreement, such authority will be as established in OWNER'S Purchasing Ordinance and 7 IfG Packet Page -718- 4/14/2015 16.D.4. Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 2.2 If OWNER determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. ARTICLE 3 OWNER'S RESPONSIBILITIES 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not 8 ., Packet Page-719- 4/14/2015 16.D.4. authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of Services to be provided and performed by the CONSULTANT. as set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2 The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Work Order, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE 4 TIME 4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. 9 Packet Page -720- 4/14/2015 16.D.4. 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the ^ right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. • 10 Packet Page -721- 4/14/2015 16.D.4. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. 4.6 The period of service shall be from the date of execution of this Agreement through one (1) year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. This Agreement may be renewed for an additional three (3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties. ARTICLE 5 COMPENSATION 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work Order, a comprehensive and itemized statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if any). 5.2 The compensation contained in each separate Work Order shall be based on the proposed negotiable lump sum, not to exceed (hourly rates are set forth and identified in Schedule B which is 11 >, Packet Page -722- 4/14/2015 16.D.4. attached hereto), for the Tasks reasonably completed by CONSULTANT'S personnel in performing the Services. 5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below. 5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as follows: 5.2.2.1. Expenses of transportation and living when traveling in connection with each Work Order, except for local travel within Collier or Lee Counties, as provided in Section 112.061, F.S., and all Contract-related mileage for trips that are from/to destinations outside of Collier or Lee Counties approved by OWNER. 5.2.2.2 Expenses for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications, including duplicate sets at the completion of each Work Order for the OWNER'S review and approval. 5.2.2.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 5.2.2.4. Expense of models for the OWNER'S use. 5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 5.2.2.6 Other items on request and approved in writing by the OWNER. 12 Packet Page -723- `-' 4/14/2015 16.D.4. 5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the aforesaid reimbursable expenses with a "not to exceed" amount, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. 5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to OWNER for the "not to exceed" amount of reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. 5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by OWNER. 5.6.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of ^contract. Any untimely submission of invoices beyond the specified deadline period is subject to non- 13 Packet Page -724- - �' 4/14/2015 16.D.4. payment under the legal doctrine of"Iaches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. ARTICLE 6 OWNERSHIP OF DOCUMENTS 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. 14 Packet Page -725- 4/14/2015 16.D.4. ARTICLE 7 MAINTENANCE OF RECORDS 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ^ 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one-half of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or payment of any reimbursable expenses. ARTICLE 8 INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by 15 Packet Page-726- i. % 4/14/2015 16.D.4. the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. ARTICLE 9 INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule C to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole 16 .Packet Page -727- `J 4/14/2015 16.D.4. responsibility and risk of CONSULTANT. 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER. 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.Q. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. 17 '`.`.. Packet Page-728- 4/14/2015 16.D.4. ARTICLE 10 SERVICES BY CONSULTANT'S OWN STAFF 10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without OWNER'S prior written consent. 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward 18 Packet Page -729- 4/14/2015 16.D.4. the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. • 19 Packet Page-730- 4/14/2015 16.D.4. ARTICLE 12 TERMINATION OR SUSPENSION 12.1 This Agreement is a.fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.3 If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, 20 )'� ) Packet Page -731- 4/14/2015 16.D.4. or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Work Orders. 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are 21 Packet Page -732- —' 4/14/2015 16.D.4. so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. ARTICLE 13 TRUTH IN NEGOTIATION REPRESENTATIONS 13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, • 22 Packet Page -733- 4/14/2015 16.D.4. any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement or any subsequent Work Order. 13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule D, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order. ARTICLE 14 CONFLICT OF INTEREST 14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of Services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those Services. ARTICLE 15 MODIFICATION 15.1 No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE 16 • 23 Packet Page -734- r:;; 4/14/2015 16.D.4. NOTICES AND ADDRESS OF RECORD 16.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners: Collier County Florida Procurement Services Department 3327 Tamiami Trail East Naples, FL 34112 Telephone: 239-252-8407 Fax: 239-252-6480 Attention: Joanne Markiewicz, Director, Procurement Services 16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: Atkins North America, Inc. 1514 Broadway, Suite 201 Ft. Myers, FL 33901 Telephone: 239-334-7275 Fax: 239-334-7277 Attn: Victor Poteat, Senior Vice President 16.3 Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE 17 MISCELLANEOUS 17.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. 24 Packet Page -735- 4/14/2015 16.D.4. 17.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of OWNER. 17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. Further, The CONSULTANT agrees that any Work Order that extends beyond the expiration date of this Agreement will survive and remain subject to the terms and conditions of this Agreement until the completion or termination of the Work Order. 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 25 ,; Packet Page-736- 4/14/2015 16.D.4. 17.9 Order of Precedence: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Request for Proposal, the Contractor's Proposal and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. Except the terms of any Grant Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Grant Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Contractor at Owner's discretion. 17.10 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER FORM Schedule B RATE SCHEDULE Schedule C INSURANCE COVERAGE Schedule D TRUTH IN NEGOTIATION CERTIFICATE Exhibit A GRANTING AGENCY PROVISIONS Exhibit B GRANTING AGENCY FORMS ARTICLE 18 APPLICABLE LAW 18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to Services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 26 Packet Page -737- 4/14/2015 16.D.4. ARTICLE 19 SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "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, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies 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 s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." • 27 Packet Page-738- 4/14/2015 16.D.4. ARTICLE 20 DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1 By executing and entering into this agreement, the Consultant is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Consultant to comply with the laws 28 Packet Page -739- 4/14/2015 16.D.4. referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. ARTICLE 22 CONTRACT DOCUMENTS. The Contract Documents consist of this Agreement, the Exhibits described within, the solicitation and any duly executed and issued addenda, Change Orders, Work Directive Changes, Field Orders and amendments relating thereto. All of the foregoing Contract Documents are incorporated by reference and made a part of this Agreement (all of said documents including the Agreement sometimes being referred to herein as the "Contract Documents" and sometimes as the "Agreement" and sometimes as the "Contract). ARTICLE 23 DRUG FREE WORKPLACE Drug-Free Work Place: The Contractor has implemented a drug-free workplace program and will continue to enforce such program for the duration of resultant agreement. A drug-free workplace program includes: i. A published 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. ii. Employee information about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, employee assistance programs and the penalties that may be imposed upon employees for drug abuse violations. iii. Providing each employee engaged in delivering the commodities or contractual services that are under this bid or proposal a copy of the statement specified in Paragraph 1. iv. Notifying the employees that, as a condition of working on the commodities or contractual services that are under this bid or proposal that they will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nob contender to, any violation of Chapter 893 or of any controlled substance law of the United 29 Packet Page-740- 4/14/2015 16.D.4. States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. v. 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, by any employee who is so convicted. vi. Make a good faith effort to continue to maintain a drug-free workplace through implementation of Paragraphs i. through v. above. ARTICLE 24 VENDOR PERFORMANCE EVALUATION The County has implemented a Vendor Performance Evaluation System for all contracts awarded in excess of$25,000. To this end, vendors will be evaluated on their performance upon completion/termination of this Agreement. 30 • Packet Page -741- • 4/14/2015 16.D.4. IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for 14-6322 CAT Program Engineering /Architectural Services the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Dwight E. Brock, Clerk By: Date: By: Tim Nance, Chairman Approved as to Form and Legality Assistant County Attorney ter 10440t, Atkins North America, Inc. By: Witness Typed Name and Title Typed Name and Title Witness Typed Name and Title Cit 31 Packet Page-742- 4/14/2015 16.D.4. SCHEDULE A WORK ORDER# Agreement for CAT Program Engineering/Architectural Services, Dated: , 20 (RFP/Bid 14-6322) This Work Order is for professional Engineering &Architectural services for work known as: Project Name: Project No: The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above, Work Order# is assigned to: name of firm. Scope of Work: As detailed in the attached proposal and the following: * Task - * Task II - * Task III Schedule of Work: Complete work within days from receipt of the Notice to Proceed which is accompanying this Work Order. Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance with the following method(s): Negotiated Lump Sum (NLS) Reimbursable Expenses (Not to Exceed) Cost Plus Fixed Fee (CPFF), as provided in the attached proposal. (Define which method will be used for which tasks.) Task I $ Task II $ Task III $ TOTAL FEE $ Any change made subsequent to final department approval will be considered an additional service and charged according to Schedule"A"of the original Contract Agreement. PREPARED BY: name and title Date APPROVED BY: Department Director, Department Name Date APPROVED BY: Division Administrator, Division Date ACCEPTED BY: Company name Signature of Authorized Company Officer Date Type or Print Name and Title • Packet Page -743- 4/14/2015 16.D.4. SCHEDULE B RATE SCHEDULE Standard Hourly Title Rate Principal $ 206.00 Senior Project Manager $ 172.00 Project Manager $ 147.00 Senior Engineer $ 157.00 Engineer $ 123.00 Senior Inspector $ 96.00 Inspector $ 76.00 Senior Planner $ 139.00 Planner $ 110.00 Senior Designer $ 114.00 Designer $ 94.00 Environmental Specialist $ 109.00 Senior Environmental Specialist $ 134.00 Scientist/Geologist $ 93.00 Senior Scientist/Geologist $ 118.00 Marine Biologist/Hydrogeologist $ 110.00 Senior Marine Biologist/Hydrogeologist $ 138.00 Senior GIS Specialist $ 139.00 GIS Specialist $ 102.00 Clerical/Administrative $ 62.00 Senior Technician $ 85.00 This list is not intended to be all inclusive. Hourly rates for other categories of professional, support and other services shall be mutually negotiated by Collier County and the firm on a project by project basis as needed. B-1 � Packet Page -744- 4/14/2015 16.D.4. SCHEDULE C INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the Services until the date of completion of all Services required hereunder or as specified in this Agreement, whichever is longer. (4) Simultaneously with the execution and delivery of this Agreement by CONSULTANT, CONSULTANT has delivered properly executed Certificates of insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance policies required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or Packet Page -745- 4/14/2015 16.D.4. allowed to expire until at least thirty (30) days prior written notice has been given to the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Agreement. (6) The acceptance by OWNER of any Certificate of Insurance pursuant to the terms of this Agreement does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement and any Work Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to C-2 • Packet Page -746- 4/14/2015 16.D.4. purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the Services required hereunder or termination of the Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement or any subsequently issued Work Order for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: 'J! Packet Page-747- 4/14/2015 16.D.4. a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one, if applicable) X $500,000 Each Accident (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. (3) United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. Applicable X Not Applicable (4) Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Applicable X Not Applicable COMMERCIAL GENERAL LIABILITY Required by this Agreement? X Yes No (1) Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than five (5) years following the completion and acceptance by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the following: C-4 Packet Page-748- 4/14/2015 16.D.4. X General Aggregate $1,000,000 Products/Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence $1,000,000 Fire Damage $ 50,000 (2) The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his designee. (3) The OWNER, Collier County Government, shall be named as an Additional Insured and the policy shall be endorsed that such coverage shall be primary to any similar coverage carried by the OWNER. (4) Coverage shall be included for explosion, collapse or underground property damage claims. (5) Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. Applicable _X Not Applicable C-5 Packet Page -749- 4/14/2015 16.D.4. AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? X Yes No (1) Automobile Liability Insurance shall be maintained by the CONSULTANT for the ownership, maintenance or use of any owned, non-owned or hired vehicle with limits of not less than: X Bodily Injury & Property Damage- $1,000,000 UMBRELLA LIABILITY (1) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. (2) The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? _X Yes No (1) Professional Liability Insurance shall be maintained by the CONSULTANT to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against C-6 Packet Page -750- 4/14/2015 16.D.4. OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: X $1,000,000 each claim and in the aggregate (2) Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. (3) The CONSULTANT shall continue this coverage for a period of not less than five (5) years following completion of all Services authorized under this Agreement. (4) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER under this Agreement, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to OWNER of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify OWNER by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by OWNER. C-7 Packet Page-751- 4/14/2015 16.D.4. VALUABLE PAPERS INSURANCE (1) In the sole discretion of the County, on a work order by work order basis, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. PROJECT PROFESSIONAL LIABILITY (1) If OWNER notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with OWNER and OWNER'S insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT'S professional liability policy. If no credit is available from CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to OWNER. Should no credit accrue to OWNER, OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT'S self-insured retention and the risk of uninsured or underinsured consultants. • C-8 Packet Page -752- 4/14/2015 16.D.4. (2) CONSULTANT agrees to provide the following information when requested by OWNER or OWNER'S Project Manager: a. The date the professional liability insurance renews. b. Current policy limits. c. Current deductibles/self-insured retention. d. Current underwriter. e. Amount(in both dollars and percent)the underwriter will give as a credit if the policy is replaced by an individual project policy. f. Cost of professional insurance as a percent of revenue. g. Affirmation that the design firm will complete a timely project errors and omissions application. (3) If OWNER elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and OWNER will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. • C-9 Packet Page-753- 4/14/2015 16.D.4. SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Atkins North America, Inc. hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning 14-6322CAT Program Engineering /Architectural Services are accurate, complete and current as of the time of contracting. Atkins North America, Inc. BY: TITLE: DATE: • D-1 . i Packet Page -754- 4/14/2015 16.D.4. EXHIBIT A—GRANTING AGENCY PROVISIONS D-2 Packet Page -755- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 EXHIBIT A-GRANTING AGENCY The services performed by the awarded Contractor shall be in compliance with all applicable FTA regulations/requirements, and additional requirements specified in this document. It shall be the awarded Contractor's responsibility to acquire and utilize the necessary manuals and guidelines that apply to the work required to complete this project. Box is Checked If Applicable ❑ 1.Fly America Requirements ❑ 2.Buy America Requirements-Sign Certification ❑ 3.Charter Bus and School Bus Requirements ❑ 4.Cargo Preference Requirements •® 5.Seismic Safety Requirements ❑ 6.Energy Conservation Requirements ►/ 7.Clean Water Requirements ❑ 8.Bus Testing-Sign Certification ❑ 9.Pre-Award and Post Delivery Audit Requirements-Sign Certification ®10.Lobbying-Sign Certification ®11.Access to Records and Reports ®12.Federal Changes ❑13.Bonding Requirements ®14.Clean Air ❑15.Recycled Products ❑16.Davis-Bacon and Copeland Anti-Kickback Acts ❑17.Contract Work Hours and Safety Standards Act 18. [Reserved] ®19.No Government Obligation to Third Parties ®20.Program Fraud and False or Fraudulent Statements and Related Acts ®21.Termination 22.Government-wide Debarment and Suspension-Sign Exhibit Certification 23.Privacy Act ®24.Civil Rights Requirements ®25.Breaches and Dispute Resolution ❑26.Patent and Rights in Data ❑27.Transit Employee Protective Agreements ®28.Disadvantaged Business Enterprises(DBE) (TWO FORMS) Anticipated DBE Form and Bidders List ❑29.[Reserved] ®30.Incorporation of Federal Transit Administration(FTA)Terms ❑31.Drug and Alcohol Testing ®32.ADA Access ®33.ITS Standards ❑34.ARRA 1 • Packet Page-756- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 1. FLY AMERICA REQUIREMENTS (Applies to subcontracts) The Contractor agrees to comply with 49 U.S.C.40118(the"Fly America"Act)in accordance with the General Services Administration's regulations at 41 CFR Part 301-10, which provide that recipients and subrecipients of Federal funds and their contractors are required to use U.S.Flag air carriers for U.S Government-financed international air travel and transportation of their personal effects or property,to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Contractor shall submit,if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S.flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. The Contractor agrees to include the requirements of this section in all subcontracts that may involve international air transportation. 2. BUY AMERICA REQUIREMENTS (Applies to subcontracts) The contractor agrees to comply with 49 U.S.C. 5323(j)and 49 C.F.R. Part 661, which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States,unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R. 661.7, and include final assembly in the United States for 15 passenger vans and 15 passenger wagons produced by Chrysler Corporation, and microcomputer equipment and software. Separate requirements for rolling stock are set out at 49 U.S.C.5323(j)(2)(C)and 49 C.F.R.661.11. Rolling stock must be assembled in the United States and have a 60 percent domestic content. A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification(Attachments)with all bids or offers on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive.This requirement does not apply to lower tier subcontractors. 3. CHARTER BUS REQUIREMENTS The contractor agrees to comply with 49 U.S.C. 5323(d) and 49 CFR Part 604, which provides that recipients and subrecipients of FTA assistance are prohibited from providing charter service using federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except under one of the exceptions at 49 CFR 604.9. Any charter service provided under one of the exceptions must be"incidental,"i.e.,it must not interfere with or detract from the provision of mass transportation. 3. SCHOOL BUS REQUIREMENTS Pursuant to 69 U.S.C.5323(f)and 49 CFR Part 605, recipients and subrecipients of FTA assistance may not engage in school bus operations exclusively for the transportation of students and school personnel in competition with private school bus operators unless qualified under specified exemptions. When operating exclusive school bus service under an allowable exemption,recipients and subrecipients may not use federally funded equipment,vehicles,or facilities. 4. CARGO PREFERENCE REQUIREMENTS (Applies to subcontracts) Use of United States-Flag Vessels-The contractor agrees: a. to use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers,dry cargo liners,and tankers)involved,whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels; b.to furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on-board" commercial ocean bill-of-lading in English for each shipment of cargo described in the 2 Packet Page-757- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington,DC 20590 and to the FTA recipient(through the contractor in the case of a subcontractor's bill-of-lading.) c.to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material,or commodities by ocean vessel. 5. SEISMIC SAFETY REQUIREMENTS The contractor agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety Regulations • 49 CFR Part 41 and will certify to compliance to the extent required by the regulation. The contractor also agrees to ensure that all work performed under this contract including work performed by a subcontractor is in compliance with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project. 6. ENERGY CONSERVATION REQUIREMENTS (Applies to subcontracts) The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 7. CLEAN WATER REQUIREMENTS (Applies to subcontracts OVER$10,000) (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et SRC. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 8. BUS TESTING Bus Testing - The Contractor [Manufacturer] agrees to comply with 49 U.S.C. A 5323(c) and FTA's implementing regulation at 49 CFR Part 665 and shall perform the following: 1) A manufacturer of a new bus model or a bus produced with a major change in components or configuration shall provide a copy of the final test report to the recipient at a point in the procurement process specified by the recipient which will be prior to the recipient's final acceptance of the first vehicle. 2) A manufacturer who releases a report under paragraph 1 above shall provide notice to the operator of the testing facility that the report is available to the public. 3) If the manufacturer represents that the vehicle was previously tested, the vehicle being sold should have the identical configuration and major components as the vehicle in the test report, which must be provided to the recipient prior to recipient's final acceptance of the first vehicle. If the configuration or components are not identical, the manufacturer shall provide a description of the change and the manufacturer's basis for concluding that it is not a major change requiring additional testing. 4) If the manufacturer represents that the vehicle is "grandfathered" (has been used in mass transit service in the United States before October 1, 1988, and is currently being produced without a major change in configuration or components),the manufacturer shall provide the name and address of the recipient of such a vehicle and the details of that vehicle's configuration and major components. 3 Packet Page -758- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 9. PRE-AWARD AND POST DELIVERY AUDITS REQUIREMENTS Pre-Award and Post-Delivery Audit Requirements -The Contractor agrees to comply with 49 U.S.C. § 5323(l) and FTA's implementing regulation at 49 C.F.R.Part 663 and to submit the following certifications: (1)Buy America Requirements:The Contractor shall complete and submit a declaration certifying either compliance or noncompliance with Buy America. If the Bidder/Offeror certifies compliance with Buy America, it shall submit documentation which lists 1) component and subcomponent parts of the rolling stock to be purchased identified by manufacturer of the parts, their country of origin and costs; and 2)the location of the final assembly point for the rolling stock,including a description of the activities that will take place at the final assembly point and the cost of final assembly. (2)Solicitation Specification Requirements:The Contractor shall submit evidence that it will be capable of meeting the bid specifications. (3) Federal Motor Vehicle Safety Standards (FMVSS): The Contractor shall submit 1) manufacturer's FMVSS self- certification sticker information that the vehicle complies with relevant FMVSS or 2) manufacturer's certified statement that the contracted buses will not be subject to FMVSS regulations. 10. LOBBYING Contractors who apply or bid for an award of$100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." 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 shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract,grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. 11. ACCESS TO RECORDS AND REPORTS The following access to records requirements apply to this Contract: 1. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R.18.36(i),the Contractor agrees to provide the Purchaser,the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C.5307,5309 or 5311. 2. Where the Purchaser is a State and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 633.17, Contractor agrees to provide the Purchaser, the FTA Administrator or his authorized representatives, including any PMO Contractor,access to the Contractor's records and construction sites pertaining to a major capital project,defined at 49 U.S.C. 5302(a)1,which is receiving federal financial assistance through the programs described at 49 U.S.C.5307,5309 or 5311. By definition,a major capital project excludes contracts of less than the simplified acquisition threshold currently set at$100,000. 3. Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education, a hospital or other non-profit organization and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 19.48, Contractor agrees to provide the Purchaser, FTA Administrator, the Comptroller General of the United States or any of their duly authorized representatives with access to any books, documents, papers and record of the Contractor which are directly pertinent to this contract for the purposes of making audits,examinations,excerpts and transcriptions. 4 Packet Page -759- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CfDA 20.500/20.507 4. Where any Purchaser which is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 U.S.C. 5325(a)enters into a contract for a capital project or improvement(defined at 49 U.S.C. 5302(a)1)through other than competitive bidding, the Contractor shall make available records related to the contract to the Purchaser, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. 5. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 6. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract,except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). 12. FEDERAL CHANGES Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract.Contractor's failure to so comply shall constitute a material breach of this contract. 13. BONDING REQUIREMENTS Bid Security A Bid Bond must be issued by a fully qualified surety company acceptable to (Recipient) and listed as a company currently authorized under 31 CFR,Part 223 as possessing a Certificate of Authority as described thereunder. Rights Reserved In submitting this Bid, it is understood and agreed by bidder that the right is reserved by(Recipient)to reject any and all bids, or part of any bid, and it is agreed that the Bid may not be withdrawn for a period of[ninety (90)] days subsequent to the opening of bids,without the written consent of(Recipient). It is also understood and agreed that if the undersigned bidder should withdraw any part or all of his bid within[ninety (90)]days after the bid opening without the written consent of(Recipient),shall refuse or be unable to enter into this Contract,as provided above,or refuse or be unable to furnish adequate and acceptable Performance Bonds and Labor and Material Payments Bonds, as provided above, or refuse or be unable to furnish adequate and acceptable insurance, as provided above, he shall forfeit his bid security to the extent of (Recipient's) damages occasioned by such withdrawal,or refusal,or inability to enter into an agreement,or provide adequate security therefore. It is further understood and agreed that to the extent the defaulting bidder's Bid Bond, Certified Check, Cashier's Check, Treasurer's Check, and/or Official Bank Check (excluding any income generated thereby which has been retained by(Recipient)as provided in [Item x"Bid Security" of the Instructions to Bidders])shall prove inadequate to fully recompense(Recipient)for the damages occasioned by default,then the undersigned bidder agrees to indemnify (Recipient)and pay over to(Recipient)the difference between the bid security and (Recipient's)total damages,so as to make(Recipient)whole. The undersigned understands that any material alteration of any of the above or any of the material contained on this form,other than that requested,will render the bid unresponsive. Performance and Payment Bonding Requirements(Construction) n A contractor or vendor shall provide a surety bond from a surety company to guarantee full and faithful performance of a contract obligation and the payment of labor and material expended pursuant to a contract whenever, and in such amounts, as required by statute or otherwise as deemed necessary by the Purchasing Director. An irrevocable letter of credit from a financial institution operating within the State of Florida (or other alternative forms of surety as 5 Packet Page-760- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 permitted under Florida law) may be sufficient in place of the performance bond if so provided for in the bid and contract documents.All such bonds or letters of credit shall be approved as to form by the County Attorney. A. Contractor shall provide Performance and Payment Bonds in the amount of 100%of the Contract Amount, the costs of which are to be paid by Contractor. The Performance and Payment Bonds shall be underwritten by a surety authorized to do business in the State of Florida and otherwise acceptable to Owner; provided, however, the surety shall meet the requirements of the Department of the Treasury Fiscal Service, "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsurance Companies" circular. This circular may be accessed via the web at www.fms.treas.eov/c570/c570.html#certified. Should the Contract Amount be less than $500,000, the requirements of Section 287.0935, F.S. shall govern the rating and classification of the surety. B. If the surety for any bond furnished by Contractor is declared bankrupt, becomes insolvent, its right to do business is terminated in the State of Florida, or it ceases to meet the requirements imposed by the Contract Documents, the Contractor shall, within five (5) calendar days thereafter, substitute at its cost and expense another bond and surety, both of which shall be subject to the Owner's approval. Advance Payment Bonding Requirements The Contractor may be required to obtain an advance payment bond if the contract contains an advance payment provision and a performance bond is not furnished. The (recipient) shall determine the amount of the advance payment bond necessary to protect the(Recipient). Patent Infringement Bonding Requirements(Patent Indemnity) The Contractor may be required to obtain a patent indemnity bond if a performance bond is not furnished and the financial responsibility of the Contractor is unknown or doubtful. The (recipient)shall determine the amount of the patent indemnity to protect the(Recipient). Warranty of the Work and Maintenance Bonds 1. The Contractor warrants to (Recipient),the Architect and/or Engineer that all materials and equipment furnished under this Contract will be of highest quality and new unless otherwise specified by(Recipient),free from faults and defects and in conformance with the Contract Documents. All work not so conforming to these standards shall be considered defective. If required by the[Project Manager],the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. 2. The Work furnished must be of first quality and the workmanship must be the best obtainable in the various trades. • The Work must be of safe,substantial and durable construction in all respects. The Contractor hereby guarantees the Work against defective materials or faulty workmanship for a minimum period of one(1)year after Final Payment by (Recipient) and shall replace or repair any defective materials or equipment or faulty workmanship during the period of the guarantee at no cost to (Recipient). As additional security for these guarantees, the Contractor shall, prior to the release of Final Payment [as provided in Item X below), furnish separate Maintenance (or Guarantee) Bonds in form acceptable to (Recipient)written by the same corporate surety that provides the Performance Bond and Labor and Material Payment Bond for this Contract. These bonds shall secure the Contractor's obligation to replace or repair defective materials and faulty workmanship for a minimum period of one (1) year after Final Payment and shall be written in an amount equal to ONE HUNDRED PERCENT(100%)of the CONTRACT SUM,as adjusted(if at all). 14. CLEAN AIR (Applies to subcontracts OVER$100,000) (1)The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seg. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn,report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. • 6 Packet Page -761- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500 1 20.507 15. RECYCLED PRODUCTS (Applies to subcontracts for purchases$10,000 or more of one of these items in a fiscal year, or when the cost of such items purchased during the previous fiscal year was$10,000.) Recovered Materials -The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247,and Executive Order 12873,as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. 16. DAVIS-BACON AND COPELAND ANTI-KICKBACK ACTS (1) Minimum wages -ji) All laborers and mechanics employed or working upon the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2).of the Davis- Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics,subject to the provisions of paragraph (1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR Part 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided,That the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classifications and wage rates conformed under paragraph (1)(ii)of this section)and the Davis-Bacon poster(WH-1321)shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. (ii)(A)The contracting officer shall require that any class of laborers or mechanics,including helpers,which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (1) Except with respect to helpers as defined as 29 CFR 5.2(n)(4), the work to be performed by the classification requested is not performed by a classification in the wage determination;and (2)The classification is utilized in the area by the construction industry;and (3)The proposed wage rate,including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination;and (4)With respect to helpers as defined in 29 CFR 5.2(n)(4),such a classification prevails in the area in which the work is performed. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate g (including the amount designated for fringe benefits where appropriate),a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of 7 Packet Page -762- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 Labor, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C)In the event the contractor,the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D)The wage rate(including fringe benefits where appropriate)determined pursuant to paragraphs(a)(1)(ii) (B)or(C) of this section,shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii)Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv) If the contractor does not make payments to a trustee or other third person,the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided,That the Secretary of Labor has found, upon the written request of the contractor,that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. (v)(A) The contracting officer shall require that any class of laborers or mechanics which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (1) The work to be performed by the classification requested is not performed by a classification in the wage determination;and (2)The classification is utilized in the area by the construction industry;and (3)The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate),a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, Washington, DC 20210. The Administrator,or an authorized representative,will approve, modify,or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C)In the event the contractor,the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator,or an authorized representative,will issue a determination with 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. 8 Packet Page-763- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 (D)The wage rate(including fringe benefits where appropriate)determined pursuant to paragraphs(a)(1)(v)(B)or(C) of this section,shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (2)Withholding—Collier County shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the contractor under this contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics,including apprentices,trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work(or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), all or part of the wages required by the contract, the Collier County may, after written notice to the contractor,sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment,advance,or guarantee of funds until such violations have ceased. (3) Payrolls and basic records- (i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work(or under the United States Housing Act of 1937,or under the Housing Act of 1949,in the construction or development of the project). Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR.5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable,that the plan or program is financially responsible,and that the plan or program has been communicated in writing to the laborers or mechanics affected,and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii)(A)The contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to Collier County for transmission to the Federal Transit Administration. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under section 5.5(a)(3)(i) of Regulations, 29 CFR part 5. This information may be submitted in any form desired. Optional Form WH-347 is available for this purpose and may be purchased from the Superintendent of Documents(Federal Stock Number 029-005-00014-1),U.S. Government Printing Office,Washington, DC 20402. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. (B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (1)That the payroll for the payroll period contains the information required to be maintained under section 5.5(a)(3)(i) of Regulations,29 CFR part 5 and that such information is correct and complete; (2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations,29 CFR part 3; (3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash 9 Packet Page-764- • 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C)The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (a)(3)(ii)(B) of this section. (D)The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. (iii)The contractor or subcontractor shall make the records required under paragraph(a)(3)(i)of this section available for inspection, copying, or transcription by authorized representatives of the Federal Transit Administration or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available,the Federal agency may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (4)Apprentices and trainees-(i)Apprentices-Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Bureau of Apprenticeship and Training,or with a State Apprenticeship Agency recognized by the Bureau,or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Bureau of Apprenticeship and Training or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered,the ratios and wage rates(expressed in percentages of the journeyman's hourly rate)specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress,expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator of the Wage and Hour Division of the U.S. Department of Labor determines that a different practice prevails for the applicable apprentice classification,fringes shall be paid in accordance with that determination. In the event the Bureau of Apprenticeship and Training, or a State Apprenticeship Agency recognized by the Bureau, withdraws approval of an apprenticeship program,the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii)Trainees-Except as provided in 29 CFR 5.16,trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S.Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination.Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits,trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour 10 Packet Page -765- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program,the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii)Equal employment opportunity-The utilization of apprentices,trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246,as amended, and 29 CFR part 30. (5)Compliance with Copeland Act requirements-The contractor shall comply with the requirements of 29 CFR part 3,which are incorporated by reference in this contract. (6) Subcontracts - The contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses as the Federal Transit Administration 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 the contract clauses in 29 CFR 5.5. (7)Contract termination:debarment-A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract,and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. (8) Compliance with Davis-Bacon and Related Act requirements-All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR parts 1,3,and 5 are herein incorporated by reference in this contract. (9) Disputes concerning labor standards-Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract.Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor,or the employees or their representatives. (10)Certification of eligibility-(i)By entering into this contract,the contractor certifies that neither it(nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a)of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (ii)No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a)of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (iii)The penalty for making false statements is prescribed in the U.S.Criminal Code,18 U.S.C.1001. 17. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (1)Overtime requirements-No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2)Violation;liability for unpaid wages; liquidated damages-In the event of any violation of the clause set forth in paragraph (1)of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States for liquidated damages. 11 Packet Page-766- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 !� Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1)of this section, in the sum of$10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph(1)of this section. (3)Withholding for unpaid wages and liquidated damages-)(Collier County shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph(2)of this section. (4)Subcontracts-The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs (1)through(4)of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs(1)through(4)of this section. 18. f RESERVED 1 19. NO GOVERNMENT OBLIGATION TO THIRD PARTIES (1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal r� Government in or approval of the solicitation or award of the underlying contract,absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2)The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 20. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS (Applies to subcontracts) Program Fraud and False or Fraudulent Statements or Related Acts. (1)The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986,as amended,31 U.S.C. §3801 et seg.and U.S.DOT regulations, "Program Fraud Civil Remedies,"49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable,the Contractor further acknowledges that if it makes,or causes to be made,a false,fictitious,or fraudulent claim,statement,submission,or certification,the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C.§5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor,to the extent the Federal Government deems appropriate. • 12 ;: J, Packet Page -767- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 21. TERMINATION a. Termination for Convenience(General Provision)The(Recipient)may terminate this contract,in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to (Recipient)to be paid the Contractor. If the Contractor has any property in its possession belonging to the(Recipient),the Contractor will account for the same,and dispose of it in the manner the(Recipient)directs. b. Termination for Default [Breach or Cause] (General Provision) If the Contractor does not deliver supplies in accordance with the contract delivery schedule,or,if the contract is for services,the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the (Recipient)may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the(Recipient)that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the (Recipient), after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. c. Opportunity to Cure(General Provision)The(Recipient) in its sole discretion may,in the case of a termination for breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. In such case,the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to (Recipient)'s satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [ten(10)days] after receipt by Contractor of written notice from(Recipient)setting forth the nature of said breach or default, (Recipient) shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude(Recipient) from also pursuing all available remedies against Contractor and its sureties for said breach or default. d. Waiver of Remedies for any Breach In the event that (Recipient) elects to waive its remedies for any breach by Contractor of any covenant,term or condition of this Contract,such waiver by(Recipient)shall not limit(Recipient)'s remedies for any succeeding breach of that or of any other term,covenant,or condition of this Contract. e. Termination for Convenience (Professional or Transit Service Contracts)The(Recipient), by written notice, may terminate this contract,in whole or in part,when it is in the Government's interest. If this contract is terminated,the Recipient shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. f. Termination for Default(Supplies and Service) If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract,the(Recipient)may terminate this contract for default. The(Recipient)shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract. • 13 Packet Page-768- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient. g. Termination for Default(Transportation Services)If the Contractor fails to pick up the commodities or to perform the services,including delivery services,within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract,the(Recipient)may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default. The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract. If this contract is terminated while the Contractor has possession of Recipient goods, the Contractor shall, upon direction of the (Recipient), protect and preserve the goods until surrendered to the Recipient or its agent. The Contractor and (Recipient)shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the(Recipient). h. Termination for Default (Construction) If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the Contractor fails to comply with any other provisions of this contract,the(Recipient) may terminate this contract for default. The(Recipient)shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event,the Recipient may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and �\ plant on the work site necessary for completing the work. The Contractor and its sureties shall be liable for any damage to the Recipient resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the Recipient in completing the work. The Contractor's right to proceed shall not be terminated nor the Contractor charged with damages under this clause if- 1. The delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of the Recipient, acts of another Contractor in the performance of a contract with the Recipient, epidemics, quarantine restrictions, strikes, freight embargoes;and 2. The contractor,within(10) days from the beginning of any delay,notifies the(Recipient)in writing of the causes of delay. If in the judgment of the (Recipient), the delay is excusable, the time for completing the work shall be extended. The judgment of the(Recipient)shall be final and conclusive on the parties,but subject to appeal under the Disputes clauses. If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable,the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of the Recipient. i. Termination for Convenience or Default(Architect and Engineering)The(Recipient)may terminate this contract in whole or in part, for the Recipient's convenience or because of the failure of the Contractor to fulfill the contract obligations. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature,extent,and effective date of the termination. Upon receipt of the notice,the Contractor shall(1)immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract,whether completed or in process. 14 _+ Packet Page -769- . 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 If the termination is for the convenience of the Recipient,the Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If the termination is for failure of the Contractor to fulfill the contract obligations, the Recipient may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by the Recipient. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient. j. Termination for Convenience of Default(Cost-Type Contracts)The(Recipient) may terminate this contract,or any portion of it,by serving a notice or termination on the Contractor.The notice shall state whether the termination is for convenience of the(Recipient) or for the default of the Contractor. If the termination is for default, the notice shall state the manner in which the contractor has failed to perform the requirements of the contract. The Contractor shall account for any property in its possession paid for from funds received from the(Recipient), or property supplied to the Contractor by the (Recipient). If the termination is for default, the (Recipient) may fix the fee, if the contract provides for a fee, to be paid the contractor in proportion to the value, if any, of work performed up to the time of • termination. The Contractor shall promptly submit its termination claim to the (Recipient) and the parties shall negotiate the termination settlement to be paid the Contractor. If the termination is for the convenience of the (Recipient), the Contractor shall be paid its contract close-out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination. If, after serving a notice of termination for default, the(Recipient)determines that the Contractor has an excusable reason for not performing,such as strike, fire,flood, events which are not the fault of and are beyond the control of the contractor, the (Recipient),after setting up a new work schedule, may allow the Contractor to continue work, or , treat the termination as a termination for convenience. 22.GOVERNMENT-WIDE DEBARMENT AND SUSPENSION(NONPROCUREMENT) (Applies to subcontracts.) This contract is a covered transaction for purposes of 49 CFR Part 29. As such,the contractor is required to verify that none of the contractor,its principals,as defined at 49 CFR 29.995,or affiliates,as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The contractor is required to comply with 49 CFR 29,Subpart C and must include the requirement to comply with 49 CFR 29,Subpart C in any lower tier covered transaction it enters into. 23. PRIVACY ACT 5 U.S.C.552 Contracts Involving Federal Privacy Act Requirements-The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract: (1) The Contractor agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C.§552a. Among other things,the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of records on behalf of the Federal Government. The Contractor understands that the requirements of the Privacy Act,including the civil and criminal penalties for violation of that Act,apply to those individuals involved,and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract. 15 Packet Page -770- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 (2)The Contractor also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA. 24. CIVIL RIGHTS REQUIREMENTS (Applies to subcontracts) Civil Rights-The following requirements apply to the underlying contract: (1) Nondiscrimination-In accordance with Title VI of the Civil Rights Act,as amended,42 U.S.C. §2000.d, section 303 of the Age Discrimination Act of 1975,as amended,42 U.S.C.§6102,section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race,color,creed,national origin,sex,age, or disability. In addition,the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a)Race, Color,Creed,National Origin,Sex-In accordance with Title VII of the Civil Rights Act,as amended,42 U.S.C.§ 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S.Department of Labor(U.S. DOL)regulations,"Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order No.11246, "Equal Employment Opportunity,"as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity,"42 U.S.C.§2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. 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. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b)Age-In accordance with section 4 of the Age Discrimination in Employment Act of 1967,as amended,29 U.S.C.§§ 623 and Federal transit law at 49 U.S.C. §.5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (c)Disabilities-In accordance with section 102 of the Americans with Disabilities Act,as amended,42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (3)The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA,modified only if necessary to identify the affected parties. 25. BREACHES AND DISPUTE RESOLUTION (Applies to subcontracts) Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of(Recipient)'s[title of employee]. This decision shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the [title of employee]. In connection with any such appeal, the Contractor • 7 16 C1 - Packet Page-771- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions �.� CFDA 20.500/20.507 shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the[title of employee]shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute-Unless otherwise directed by(Recipient),Contractor shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages-Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees,agents or others for whose acts he is legally liable,a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies-Unless this contract provides otherwise,all claims,counterclaims, disputes and other matters in question between the(Recipient)and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the (Recipient)Is located. Rights and Remedies -The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the(Recipient), (Architect) or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract,nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 26. PATENT AND RIGHTS IN DATA (Applies to subcontracts) A. Rights in Data - This following requirement applies to each contract involving experimental, developmental or research work: (1) The term "subject data" used in this clause means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under the contract. The term includes graphic or pictorial delineation in media such as drawings or photographs; text in specifications or related performance or design-type documents; machine forms such as punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. Examples include, but are not limited to: computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information. The term "subject data" does not include financial reports, cost analyses, and similar information incidental to contract administration. (2)The following restrictions apply to all subject data first produced in the performance of the contract to which this Attachment has been added: (a)Except for its own internal use,the Purchaser or Contractor may not publish or reproduce subject data in whole or in part,or in any manner or form,nor may the Purchaser or Contractor authorize others to do so,without the written consent of the Federal Government, until such time as the Federal Government may have either released or approved the release of such data to the public;this restriction on publication,however,does not apply to any contract with an academic institution. (b) In accordance with 49 C.F.R. § 18.34 and 49 C.F.R. § 19.36,the Federal Government reserves a royalty-free, non- exclusive and irrevocable license to reproduce,publish, or otherwise use,and to authorize others to use,for"Federal Government purposes,"any subject data or copyright described in subsections(2)(b)1 and(2)(b)2 of this clause below. As used in the previous sentence, "for Federal Government purposes," means use only for the direct purposes of the Federal Government. Without the copyright owner's consent, the Federal Government may not extend its Federal license to any other party. 1. Any subject data developed under that contract,whether or not a copyright has been obtained;and 17 �.. Packet Page-772- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 2. Any rights of copyright purchased by the Purchaser or Contractor using Federal assistance in whole or in part provided by FTA. (c) When FTA awards Federal assistance for experimental, developmental, or research work, it is FTA's general intention to increase transportation knowledge available to the public, rather than to restrict the benefits resulting from the work to participants in that work. Therefore, unless FTA determines otherwise, the Purchaser and the Contractor performing experimental, developmental, or research work required by the underlying contract to which this Attachment is added agrees to permit FTA to make available to the public,either FTA's license in the copyright to any subject data developed in the course of that contract, or a copy of the subject data first produced under the contract for which a copyright has not been obtained. If the experimental,developmental,or research work,which is the subject of the underlying contract, is not completed for any reason whatsoever, all data developed under that contract shall become subject data as defined in subsection (a) of this clause and shall be delivered as the Federal Government may direct. This subsection (c) , however, does not apply to adaptations of automatic data processing equipment or programs for the Purchaser or Contractor's use whose costs are financed in whole or in part with Federal assistance provided by FTA for transportation capital projects. (d) Unless prohibited by state law, upon request by the Federal Government,the Purchaser and the Contractor agree to indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of their official duties against any liability,including costs and expenses, resulting from any willful or intentional violation by the Purchaser or Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication,translation, reproduction,delivery, use,or disposition of any data furnished under that contract. Neither the Purchaser nor the Contractor shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee,official,or agents of the Federal Government. (e)Nothing contained in this clause on rights in data shall imply a license to the Federal Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent. (f)Data developed by the Purchaser or Contractor and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by the underlying contract to which this Attachment has been added is exempt from the requirements of subsections(b), (c), and (d) of this clause, provided that the Purchaser or Contractor identifies that data in writing at the time of delivery of the contract work. (g) Unless FTA determines otherwise, the Contractor agrees to include these requirements in each subcontract for experimental,developmental,or research work financed in whole or in part with Federal assistance provided by FTA. (3) Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status (i.e., a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual, etc.), the Purchaser and the Contractor agree to take the necessary actions to provide,through FTA,those rights in that invention due the Federal Government as described in U.S.Department of Commerce regulations,"Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants,Contracts and Cooperative Agreements,"37 C.F.R.Part 401. (4)The Contractor also agrees to include these requirements in each subcontract for experimental,developmental, or research work financed in whole or in part with Federal assistance provided by FTA. B. Patent Rights - The following requirements apply to each contract involving experimental, developmental, or research work: (1)General-If any invention,improvement,or discovery is conceived or first actually reduced to practice in the course of or under the contract to which this Attachment has been added, and that invention, improvement, or discovery is patentable under the laws of the United States of America or any foreign country,the Purchaser and Contractor agree 18 tc1 Packet Page -773- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 to take actions necessary to provide immediate notice and a detailed report to the party at a higher tier until FTA is ultimately notified. (2) Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status (a large business, small business, state government or state instrumentality, local government, nonprofit organization,institution of higher education,individual),the Purchaser and the Contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants,Contracts and Cooperative Agreements,"37 C.F.R.Part 401. (3) The Contractor also agrees to include the requirements of this clause in each subcontract for experimental, developmental,or research work financed in whole or in part with Federal assistance provided by FTA. TRANSIT EMPLOYEE PROTECTIVE AGREEMENTS (Applies to subcontracts) Transit Employee Protective Provisions. (1) The Contractor agrees to the comply with applicable transit employee protective requirements as follows: (a)General Transit Employee Protective Requirements-To the extent that FTA determines that transit operations are involved,the Contractor agrees to carry out the transit operations work on the underlying contract in compliance with terms and conditions determined by the U.S. Secretary of Labor to be fair and equitable to protect the interests of employees employed under this contract and to meet the employee protective requirements of 49 U.S.C.A 5333(b), and U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the letter of certification from the U.S. DOL to FTA applicable to the FTA Recipient's project from which Federal assistance is provided to support work on the underlying contract. The Contractor agrees to carry out that work in compliance with the conditions stated in that U.S. DOL letter. The requirements of this subsection (1), however,do not apply to any contract financed with Federal assistance provided by FTA either for projects for elderly individuals and individuals with disabilities authorized by 49 U.S.C.§5310(a)(2),or for projects for nonurbanized areas authorized by 49 U.S.C. § 5311. Alternate provisions for those projects are set forth in subsections (b) and(c)of this clause. (b)Transit Employee Protective Requirements for Proiects Authorized by 49 U.S.C. §5310(a)(2)for Elderly Individuals and Individuals with Disabilities- If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5310(a)(2), and if the U.S. Secretary of Transportation has determined or determines in the future that the employee protective requirements of 49 U.S.C. § 5333(b) are necessary or appropriate for the state and the public body subrecipient for which work is performed on the underlying contract, the Contractor agrees to carry out the Project in compliance with the terms and conditions determined by the U.S. Secretary of Labor to meet the requirements of 49 U.S.C. §5333(b),U.S.DOL guidelines at 29 C.F.R. Part 215,and any amendments thereto. These terms and conditions are identified in the U.S. DOL's letter of certification to FTA, the date of which is set forth Grant Agreement or Cooperative Agreement with the state. The Contractor agrees to perform transit operations in connection with the underlying contract in compliance with the conditions stated in that U.S.DOL letter. (c)Transit Employee Protective Requirements for Proiects Authorized by 49 U.S.C. §5311 in Nonurbanized Areas-If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5311,the Contractor agrees to comply with the terms and conditions of the Special Warranty for the Nonurbanized Area Program agreed to by the U.S.Secretaries of Transportation and Labor,dated May 31,1979,and the procedures implemented by U.S.DOL or any revision thereto. (2) The Contractor also agrees to include the any applicable requirements in each subcontract involving transit operations financed in whole or in part with Federal assistance provided by FTA. 19 • J Packet Page -774- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 28. DISADVANTAGED BUSINESS ENTERPRISE Background and Applicability The newest version on the Department of Transportation's Disadvantaged Business Enterprise(DBE)program became effective July 16,2003. The rule provides guidance to grantees on the use of overall and contract goals, requirement to include DBE provisions in subcontracts, evaluating DBE participation where specific contract goals have been set, reporting requirements, and replacement of DBE subcontractors. Additionally, the DBE program dictates payment terms and conditions(including limitations on retainage) applicable to all subcontractors regardless of whether they are DBE firms or not. The DBE program applies to all DOT-assisted contracting activities. A formal clause such as that below must be included in all contracts above the micro-purchase level. The requirements of clause subsection b flow down to subcontracts. A substantial change to the payment provisions in this newest version of Part 26 concerns retainage (see section 26.29). Grantee choices concerning retainage should be reflected in the language choices in clause subsection d. Disadvantaged Business Enterprises a. This contract is subject to the requirements of Title 49,49 Code of Federal Regulations, Part 26,Participation by Disadvantaged Enterprises in Department of Transportation Financial Assistance Programs. Collier Area Transit's goal for DBE participation is 2.58%. b. A separate contract goal has not been established for this procurement. c. The contractor 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 this DOT-assisted contract. Failure by the contractor 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 Collier County deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph(see 49 CFR 26.13(b)). d. The successful bidder/offeror will be required to report its DBE participation obtained through race-neutral means throughout the period of performance. In order to comply with the provisions of 49 CFR 26, the bidder/offeror agrees to the following: • Bid Opportunity List-shall submit with all Requests for Proposals and Invitations For Bid. • Anticipated DBE Participation Statement—shall submit with all Requests for Proposals and Invitations For Bid. • DBE Directory — the bidder/offeror may use the online DBE directory, BizNet, www.bipincwebapps.com/biznetflorida/ to locate ready, willing, and able DBE's to perform sub- contractor work or sub-consultant work on USDOT assisted contracts. • Subcontractor Payment Report—shall submit monthly to comply with monitoring requirements of 49 CFR 26. e. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor's receipt of payment for that work from Collier County. In addition, the contractor is required to return any retainage payments to those subcontractors within thirty(30) days after the subcontractor's work related to this contract is satisfactorily completed. f. The contractor must promptly notify Collier County,whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of Collier County. 29. f RESERVED I 20 Packet Page-775- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 30. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION(FTA)TERMS (Applies to subcontracts) Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding,all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act,or refuse to comply with any(name of grantee)requests which would cause(name of grantee) to be in violation of the FTA terms and conditions. 31. DRUG AND ALCOHOL TESTING Introduction FTA's drug and alcohol rules, 49 CFR 655, respectively, are unique among the regulations issued by FTA. First, they require recipients to ensure that any entity performing a safety-sensitive function on the recipient's behalf(usually subrecipients and/or contractors)implement a complex drug and alcohol testing program that complies with Part 655. Second, the rules condition the receipt of certain kinds of FTA funding on the recipient's compliance with the rules; thus,the recipient is not in compliance with the rules unless every entity that performs a safety-sensitive function on the recipient's behalf is in compliance with the rules. Third,the rules do not specify how a recipient ensures that its subrecipients and/or contractors comply with them. Explanation of Model Contract Clauses: Collier County relies on the contractor to implement a drug and alcohol testing program that complies with 49 CFR 655, but retains the ability to monitor the contractor's testing program; thus, the recipient has less control over its compliance with the drug and alcohol testing rules than it does under option 1. The advantage of this approach is that it places the responsibility for complying with the rules on the entity that is actually performing the safety-sensitive function. Moreover, it reserves to the recipient the power to ensure that the contractor complies with the program. The disadvantage of Option 2 is that without adequate monitoring of the contractors program,the recipient may find itself out of compliance with the rules. Drug and Alcohol Testing The contractor agrees to establish and implement a drug and alcohol testing program that complies with 49 CFR Part 655, produce any documentation necessary to establish its compliance with Part 655, and permit any authorized representative of the United States Department of Transportation or its operating administrations,the State Oversight Agency of(name of State), or the (insert name of grantee), to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Parts 655 and review the testing process. The contractor agrees further to certify annually its compliance with Part 655 before (insert date) and to submit the Management Information System (MIS) reports before(insert date before March 15) to (insert title and address of person responsible for receiving information). To certify compliance the contractor shall use the "Substance Abuse Certifications"in the"Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements,"which is published annually in the Federal Register. 32. ADA Access Access for Individuals with Disabilities. The Recipient agrees to comply with 49 U.S.C. § 5301(d), which states the Federal policy that elderly individuals and individuals with disabilities have the same right as other individuals to use public transportation services and facilities, and that special efforts shall be made in planning and designing those services and facilities to implement transportation accessibility rights for elderly individuals and individuals with disabilities.The Recipient also agrees to comply with all applicable provisions of section 504 of the Rehabilitation Act of 1973, as amended, with 29 U.S.C. § 794, which prohibits discrimination on the basis of disability; with the Americans with Disabilities Act of 1990(ADA),as amended,42 U.S.C.§§ 12101-et seq., which requires that accessible facilities and services be made available to individuals with disabilities;and with the Architectural Barriers Act of 1968, as amended, 42 U.S.C. §§ 4151 et seq., which requires that buildings and public accommodations be accessible to individuals with disabilities, and any subsequent amendments to these laws or other laws pertaining to access for individuals with disabilities to the extent applicable. • 21 Packet Page -776- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 !1 33. ITS Standards Section 5206(e)of the Transportation Equity Act for the 21st Century, Public Law 105-178,112 Stat.547,pertaining to conformance with the National Intelligent Transportation Systems Architecture and Standards. All ITS projects funded with Mass Transit Funds from the Highway Trust Funds shall use applicable ITS standards and interoperability tests that have been officially adopted through rulemaking by the United States Department of Transportation(US DOT). • 34. ARRA SPECIAL TERMS AND CONDITIONS The American Recovery and Reinvestment Act of 2009, Pub. L. 111-5, (Recovery Act) was enacted to preserve and create jobs and promote economic recovery, assist those most impacted by the recession, provide investments needed to increase economic efficiency by spurring technological advances in science and health, invest in transportation, environmental protection, and other infrastructure that will provide long-term economic benefits, stabilize State and local government budgets, in order to minimize and avoid reductions in essential services and counterproductive State and local tax increases. The Contractor shall comply with all terms and conditions in the Recovery Act relating generally to governance, accountability,transparency,data collection and resources as specified in Act itself and as discussed below. Registration Section 1512 provides that first tier Contractors of ARRA funds must register with Central Contractor Registration database (CCR). CCR registration can be completed at http://www.ccr.gov. CCR registration must be completed before the first quarterly Section 1512 report is due. Federal reporting on projects funded by the Recovery Act,will require contractors to report their DUNS number. The DUNS number is issued by Dun and Bradstreet. If you do not know your DUNS number,visit www.dnb.com and click on"D&B D-U-N-S Number"to obtain a number. Compliance with American Recovery and Reinvestment Act of 2009: This project is subject to the criteria and conditions of the Recovery Act of 2009 and shall satisfy the federal reporting requirements for the project(s),through monthly reports,for both the contractor and subcontractors. The Contractor shall provide the required information on form(s) provided by the County in the timeframe indicated in the instructions and shall further include these reporting requirements in all subcontracts. Authority of the Comptroller General: Section 902 of the ARRA of 2009 provides the U.S.Comptroller General and his representatives the authority: (1)to examine any records of the Contractor or any of its subcontractors,or any State or Local agency administering such contract,that directly pertain to,and involve transactions relating to,the contract or subcontract;and (2) to interview any officer or employee of the Contractor or any of its subcontractors, or of any State or Local government agency administering the Contract, regarding such transactions. Accordingly, the Comptroller General and his representatives shall have the authority and rights as provided under Section 902 of the ARRA with respect to this Contract,which is funded with funds made available under the ARRA. Section 902 further states that nothing in this Section shall be interpreted to limit or restrict in any way any existing authority of the Comptroller General. • 22 Packet Page-777- 4/14/2015 16.D.4. EXHIBIT B—GRANTING AGENCY FORMS D-3 Packet Page-778- 4/14/2015 16.D.4. The`'Disclosure of Lobbying Activities" form is not applicable to Atkins. DISCLOSURE OF LOBBYING ACTIVITIES Approved by OMB Complete this form to disclose lobbying activities pursuant to 31 U.S.C.1352 0349-0046 (See reverse for public burden disclosure.) 1.Type of Federal Action: 2.Status of Federal Action: 3.Report Type: a.contract a.bid/offer/application a.initial filing L b.grant • b.initial award b.material change c.cooperative agreement c,post-award For Material Change Only: d.loan year quarter e.loan guarantee date of last report f.loan Insurance 4.Name and Address of Reporting Entity: 5.If Reporting Entity in No.4 is a Subawardee,Enter Name 0 Prime 0 Subawardea and Address of Prime: Tier , if known: Congressional District,if known: 4c Congressional District,if known: 6.Federal Department/Agency: 7.Federal Program Name/Description: CFDA Number, If applicable: 8.Federal Action Number,if known: 9.Award Amount,if known: 10.a.Name and Address of Lobbying Registrant b.Individuals Performing Services(including address if (if individual,last name,first name,MO: different from No. 10a) (last name, first name,MO: • 11.Information requested through this brn b authorized by 5.91 U.S.C.section Signature: t , 1362. This deoimme of lobbying ae6Mbes b a malarial representation of fee g �L upon which reHnce was placed byes tier above whin ada trantao6on was aide Ictor P.P• ea PE or entered'era. This @atloeu t b repaired pursuant to 31 US.C.1152. This Print Name. intonation will May available for public lespactlon. any person who Ia6s to W the required dsdowne shall be sated to a ebb penally of not less than 910.000 and Title: Senior Vice President not more than 6100.000 for each such feilura. Telephone No.: 407.647.7275 Date: 11/21/2014 Federal Use Only: Authorized for Local Reproduction Standard Form LLL(Rev.7-97) Packet Page-779- 4/14/2015 16.D.4. COLLIER COUNTY Certification Regarding Debarment, Suspension, and Other Responsibility Matters Primary Covered Transactions (1) The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: (a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; (b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft,forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (I)(b) of this certification; and (d) Have not within a three-year period preceding this application/proposal had one or more public transactions(Federal,State or local)terminated for cause or default. (2) Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Victor P.Poteat,PE Collier Area Transit Program Engineering/Architectural Services Name Project Name Senior Vice President RFP 14-6322 Title Project Number Atkins North America, Inc. 590896138 Firm Tax ID Number 1514 Broadway, Suite 201 360768811 Street Address DUNS Number Fort Myers,Florida 33901 City, State, Zip } 'fr November 21, 2014 Signature Date 03/04/2013-(2) 1 it Packet Page -780- 4/14/2015 16.D.4. COLLIER COUNTY ANTICIPATED DBE OR M/WBE PARTICIPATION STATEMENT DBE/MBE/WBE Status will be verified UnveNtable statuses will require the PRIME to either provide a revised statement or provide source documentation that validates a status . 6 m S w s r R 'die a am+ ,ssxlitf.vita i .,-z ,a ;u,.,s rr. ti ka«;«»w w-,+sue '4` �, R Ae * .at>.".a0s" r:.abZ +.rpes..t!- 4;at tybst� 0,14F&s*.:. + c^4.+--f.t t1,40'a;:,. '*-3,,v,.6*-**,,, •- .r iK1 4',44 .1 t PRIME NAME PRIME FEID NUMBER CONTRACT DOLLAR AMOUNT Atkins North America, Inc. 590896138 1 $100,000 • IS THE PRIME A FLORIDA-CERTIFIED DISADVANTAGED, MINORITY OR WOMEN BUSINESS ENTERPRISE? IS THE ACTIVITY OF THIS CONTRACT... (DBE/MBE/WBE) OR HAVE A SMALL DISADVANTAGED DBE? Y N CONSTRUCTION 7 Y O BUSINESS BA CERTIFICATION FROM THE SMALL BUSINESS MBE? Y N CONSULTATION? O N ADMINISTRATION? No WBE? Y N OTHER? Y 0 SOB 8A? Y ■/ IS THIS SUBMISSION A REVISION? Y C;) uz Ct IF YES,ES REVISION NUMBER-,::1,......,,,, A ua xt a -. t �. �} �� s ', i a r ,ztte•, : , • 0� �.-w. r � ' w . �'`}H��+1.d p mtaku4%„ . h, � s a s,.' � �' rx�rx`=n,n srs;?ti kr. .�.� k�^wCxx �.{��. . i ,'n�o- . � DBE M/WBE SUBCONTRACTOR OR SUPPUER TYPE OF WORK OR ETHNICITY CODE SUB/SUPPLIER PERCENT OF CONTRACT NAME SPECIALTY (See Below) DOLLAR AMOUNT DOLLARS DBE M/WBE Ardaman and Associates 9eotechnical services varies by contract varies by contract DBE M/WBE RG Architects, PA architectural 0 varies b services _ Y contract varies by contract DBE M/WBE DBE M/WBE DBE M/WBE DBE M/WBE TOTALS: aft 5.,2 fib'. o e-! :47,,,,t g { 4.t`tat- ss l.„--ir,;,w�v n zzr, 1.0. �a ;i4 , ->a a u.c tsaatm.,. :Ag u rs aa�t.'S'� i i." 'T€ �q t:. _,d-�^ : �AaN4^',. 4_.,_.ac.a k�. _ NAME OF SUBMITTER DATE TITLE OF SUBMITTER Atkins North America, Inc. November 21, 2014 Project Manager EMAIL ADDRESS OF PRIME(SUBMITTER) TELEPHONE NUMBER FAX NUMBER michael.tisch @atkinsglobal.com 239.334.7275 239.334.7277 NOTE:Tnis information is used to track and report anticipated DBE or MBE participation in federally-funded contracts. The anticipated DBE or MBE amount Is voluntary and will not become part of the contractual terms. This form must be submitted at time of response to a solicitation. If and when awarded a County contract,the prime will be asked to update the Information for the grant compliance files. .IiAiE BlackAmencan M". `.;,BA Hispanic American HA ::..r. :tt t kNtiii4 Ametlar `;.'?; 1TNPk.,- Subcont.Asian American SAA , . V2: tlisisi'i=f?acificAi%erlcan . ..0474Cj 6g vi; Non-Minority Women NMW T"tifier°enotofa .'otfier:Srvtuplliel?I,r:x a"a Y:- h<-t � ..,7:::» � , j � �ra,tf � .r Wi, .�f' , �, +"� 4` DEPARTMENT NAME COLLIER CONTRACT#(IFB/RFP or PO/REO) FUNDING SOURCE ACCEPTED BY: DATE 16 VD! Packet Page -781- `✓ 4/14/2015 16.D.4. /.., COLLIER COUNTY GRANT COMPLIANCE FORM BID OPPORTUNITY LIST FOR COMMODITIES AND CONTRACTUAL SERVICES AND PROFESSIONAL CONSULTANT SERVICES It is the policy of Collier County that disadvantaged businesses and minority vendors,as defined in the Code of Federal Regulations(CFR)or Florida Statutes(FS),must have the opportunity to participate on contracts with federal and/or state grant assistance. Prime Contractor/Prime Consultant: Atkins North America, Inc. Address and Phone Number: 1514 Broadway, Suite 201, Fort Myers, Florida 33901; 239.334.7275 Procurement Number/Advertisement Number: RFP 14-6322 The list below is intended to be a listing of firms that are,or attempting to,participate on the project numbered above. The list must include the firm bidding or quoting as prime,as well as subs and suppliers quoting for participation. Prime contractors and consultants must provide information for Numbers 1,2,3,and 4;and,should provide any information they have for Numbers 5,6,7,and 8. This form must be submitted with the bid package. 1. Federal Tax ID Number: 590896138 6. 111 DBE 8. Annual Gross Receipts 2. Firm Name: Atkins North America, Inc. © Non-DBE _Less than$1 million 3. Phone Number: 239.334.7275 Between$1-5 million — 4. Address 1514 Broadway, Suite 201 Between 5 5-10 million Fort Myers, Florida 33901 7.8 Subcontractor _Between$10-15 million Subconsultant X More than$15 million 5. Year Firm Established: 1960 1. Federal Tax ID Number: 592984496 6. . DBE 8. Annual Gross Receipts 2. Firm Name: Ardaman &Associates, Inc. © Non-DBE -Less than$1 million 3. Phone Number: 239.768.6600 III Between$1-5 million 4. Address 9970 Bavaria Road .Between$5-10 million Fort Myers, Florida 33913 7. . Subcontractor -Between$10-15 million © Subconsultant ©More than$15 million 5. Year Firm Established: 1959 1. Federal Tax ID Number: 45055422446 6. . DBE 8. Annual Gross Receipts 2. Firm Name: RG Architects, PA is Non-DBE _Less than$1 million 3. Phone Number: 239.332.2040 X Between$1-5 million 4. Address 2070 McGregor Blvd., No. 3 _Between$5-10 million Fort Myers, Florida 33901 7. . Subcontractor _Between$10-15 million © Subconsultant More than$15 million 5. Year Firm Established: 2012 1. Federal Tax ID Number: 6.8 DBE 8. Annual Gross Receipts 2. Firm Name: Non-DBE Less than$1 million 3. Phone Number: Between$1-5 million 4. Address ▪ Between$5-10 million — 7.8 Subcontractor Between$10-15 million Subconsultant • More than$15 million 5. Year Firm Established: • r Packet Page -782- 4/14/2015 16.D.4. Collier County Acknowledgement of Terms, Conditions, and Grant Clauses Flow Down of Terms and Conditions from the Grant Agreement Subcontracts: if the vendor subcontracts any of the work required under this Agreement, a copy of the signed subcontract must be available to the Department for review and approval. The vendor agrees to include in the subcontract that (1) the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is bound by all applicable state and federal laws and regulations, and(iii)the subcontractor shall hold the Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. The recipient shall document in the quarterly report the subcontractor's progress in performing its work under this agreement. For each subcontract, the Recipient shall provide a written statement to the Department as to whether the subcontractor is a minority vendor as defined in Section 288.703, Fla. Stat. Grant Clauses On behalf of my firm, I acknowledge, and agree to perform all of the specifications and grant requirements identified in this solicitation document(s). Vendor/Contractor Name Atkins North America,I nc. Date November 21,2014 Authorized Signature £ -/D..- Victor P.Poteat,PE Address 1514 Broadway, Suite 201,Fort Myers, Florida 33901 Collier Area Transit Program Engineering/ Solicitation Architectural Services Contract# RFP 14-6322 20/1/2012 Revision 2 1 Packet Page -783- 4/14/2015 16.D.4. COLLIER COUNTY Vendor Submittal—Conflict of Interest Certification RAP t4- 1D322 Collier County Solicitation No. • I, ME ITtt6W -TALI t-0'2 , hereby certify that to the best of my knowledge, neither I nor my spouse, dependent child, general partner, or any organization for which I am serving as an officer, director, trustee, general partner or employee, or any person or organization with whom I am negotiating or have an arrangement concerning prospective employment has a financial interest in this matter. l further certify to the best of my knowledge that this matter will not affect the financial interests of any member of my household.Also, to the best of my knowledge, no member of my household; no relative with whom I have a close relationship; no one with whom my spouse, parent or dependent child has or seeks employment; and no organization with which I am seeking a business relationship nor which I now serve actively or have served within the last year are parties or represent a party to the matter. I also acknowledge my responsibility to disclose the acquisition of any financial or personal interest as described above that would be affected by the matter, and to disclose any interest I, or anyone noted above, has in any person or organization that does become involved in, or is affected at a later date by, the conduct of this matter. Name Signature Position Date Privacy Act Statement Title I of the Ethics in Government Act of 1978 (5 U.S.C. App.), Executive Order 12674 and 5 CFR Part 2634, Subpart I require the reporting of this information. The primary use of the information on this form is for review by officials of The Justice Department to determine compliance with applicable federal conflict of interest laws and regulations Additional disclosures of the information on this report may be made: (1) to a federal, state or local law enforcement agency if the Justice Department becomes aware of a violation or potential violation of law or regulations: (2) to a court or party in a court or federal administrative proceeding if the government is a party or in order to comply with a judge-issued subpoena; (3) to a source when necessary to obtain information relevant to a conflict of Interest investigation or decision; (4) to the National Archives and Records Administration or the General Services Administration in records management inspections; (5) to the Office of Management and Budget during legislative coordination on private relief legislation; and (6). in response to a request for discovery or for the appearance of a witness in a judicial or administrative proceeding, if the information is relevant to the subject matter. This confidential certification will not be disclosed to any requesting person unless authorized by law. See also the OGE/GOVT-2 executive branch-wide Privacy Act system of records. • Packet Page-784- 4/14/2015 16.D.4. COLLIER COUNTY Certification Regarding Drug-Free Workplace Requirements The grantee certifies that it will provide a drug-free workplace by: (a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the grantee's workplace and specifying the actions that will be taken against employees for violation of such prohibition; (b) Establishing a drug-free awareness program to inform employees about—(1) The dangers of drug abuse in the workplace; (2) The grantee's policy of maintaining a drug-free workplace; (3) Any available drug counseling, rehabilitation and employee assistance programs, and (4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace. (c) Making it a requirement that each employee to be engaged in the performance of the grant be given a copy of the statement required by paragraph (a); (d) Notifying the employee in the statement required by paragraph (a) that, as a condition of employment under the grant, the employee will— (1) Abide by the terms of the statement; and (2) Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after each conviction; (e) Notifying the agency within ten days after receiving notice under subparagraph (d)(2)from an employee or otherwise receiving actual notice of such conviction; (f) Taking one of the following actions, within 30 days of receiving notice under subparagraph (d)(2),with respect to any employee who is so convicted— (1) Taking appropriate personnel action against such an employee, up to and including termination; or (2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; (g) Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs (a), (b), (c), (d), (e) and (f). Certifying Official Name Title D luotot) piAquAt rY Signature Date Packet Page-785- 4/14/2015 16.D.4. EmployerWizard Page 1 of 1 Uerify l J i , Employment Eligibility Verification KeeF Brown R00042 Lost 5AM-0 4126/2 01 1 Log Out Home Company Information My Cases New Case View Cases Company Name: Atkins North America n Mlle a .. My Profile Company ID Number: 58042 Edit Profile Doing Business As(DBA) Change Password Name: Change Security Questions DUNS Number: My Company Physical Location: Edit Company Profile Mailing Address: Address 1: 2001 SW 107 Avenue Address 1: Add New User Address 2: Address 2: View Existing Users City: Miami City: Close Company Account . State: FL State: My Reports Zip Code: 33172 Zip Code: View Reports County: MIAMI-DADE My Resources Additional Information: View Essential Resources Employer identification Number:590898138 Take Tutorial Total Number of Employees: 2,500 to 4,999 View User Manual Parent Organization: WS Atkins Contact Us Administrator: /""•■ Organization Designation: Employer Category: Federal Contractor without FAR E-Verify Clause NAICS Code: 541-PROFESSIONAL,SCIENTIFIC,AND TECHNICAL :y SERVICES Edft Total Hiring Sites: 93 t Total Points of Contact 1 :w Fait U.S.Department of Homeland&Minty-www.dhsgov U.S.Minnahip and Immigration SaMaes-www.usds.gov Accessibility Dawnlosd%hewers • https://e-verify.uscis.gov/emp/EmployerWi--1 ate,... 4/27/2011 Packet Page -786- 4/14/2015 16.D.4. System for Award Management Page 1 of 1 USER NAME PASSWORD IMO Forgot Usemame? Farad Password? rreett•,amount ATRINS NORTH AMERICA,INC. 1514 BROADWAY STC 203 Entity Dashboard GUNS: 360768811 CAGE Code:44TN0 FORT MYERS,Fl 33901.3003 Status:Active UNITED STATES Expiration Date:06/30/2015 Entity Overview Purpose of Registration:All Awards Entity Record Entity Overview Core Data Assertions ---- Entity Information Reps&Certs Name:ATKINS NORTH AMERICA,INC. 1 Business Type Business or Organization POCs POC Name:Glenn Derby Registration Status:Alive Reports Activation Date:06/30/2014 • Expiration Date:06/30/2015 Service Contract Report BloPreferred Report Exdusions Active Exclusions Active Exclusion Records?No Inactive Exclusions Excluded Family Members itextnrr3iosr�cit SAM I Sys for Award M...sa nest 1.0 IBM v1.P.24.20150116-1931 Note to all Users:This Is a Federal Government computer system Use of this W W W2 ® system constitutes consent to monitoring at at tines I i (r l https://www.sam.gov/portaUSAM/?navigati Packet Page -787-DOABXdcACJgYXZheC5... 1/22/2015 4/14/2015 16.D.4. Detail by Entity Name Page 1 of 3 FLORIDA DEPARTMENT OF 7TA'I'?: T, DIVISM OF CORPORATION S Detail by Entity Name Florida Profit Corporation ATKINS NORTH AMERICA, INC. Filing Information Document Number 233840 FEI/EIN Number 590896138 Date Filed 02/29/1960 State FL Status ACTIVE Last Event NAME CHANGE AMENDMENT Event Date Filed 02/04/2011 Event Effective Date 04/01/2011 Principal Address 4030 WEST BOY SCOUT BOULEVARD SUITE 700 TAMPA, FL 33607 Changed: 01/13/2010 Mailing Address 4030 WEST BOY SCOUT BOULEVARD SUITE 700 TAMPA, FL 33607 Changed: 01/13/2010 Registered Agent Name&Address EDGAR, C ERNEST IV THE ATKINS NORTH AMERICA HOLDINGS CORP 4030 WEST BOY SCOUT BLVD, STE 700 TAMPA, FL 33607 Name Changed: 11/09/2010 Address Changed: 01/05/2012 Officer/Director Detail Name&Address Title President http://search.sunbiz.org/Inquiry/Corporatiot" ' '" '7 ltDetail?inquirytype=Entity.., 1/22/2015 Packet Page-788- 4/14/2015 16.D.4. Detail by Entity Name Page 2 of 3 BOYER, L. JOE 6504 BRIDGE POINT PKWY STE 200 AUSTIN, TX 78730 Title V BARRY, THOMAS FJR 482 S. KELLER ROAD ORLANDO, FL 32810 Title AVP REDDICK, DEBRA K 1600 RIVEREDGE PKWY STE 600 ATLANTA, GA 30328 Title VP MCDONALD, DARRYL K 4030 WEST BOY SCOUT BOULEVARD SUITE 700 TAMPA, FL 33607 Title DSV EDGAR, C. ERNEST IV 4030 WEST BOY SCOUT BLVD., STE. 700 TAMPA, FL 33607 Title AVP MANTECON, ROBERTO D 2001 NW 107 AVENUE MIAMI, FL 33172-2507 Annual Reports Report Year Filed Date 2013 04/17/2013 2014 01/15/2014 2014 02/28/2014 • Document Images 02/28/2014--AMENDED ANNUAL REPORT I View image in PDF format I 01/15/2014--ANNUAL REPORT I View image in PDF format 04/17/2013--AMENDED ANNUAL REPORT I View image in PDF format 01/07/2013—ANNUAL REPORT I View image in PDF format I 04/04/2012—ANNUAL REPORT I View image in PDF format I • http://search.sunbiz.org/Inquiry/CorporationSeareh/4earchR ec„itDetail?inquirytype=Entity... 1/22/2015 Packet Page -789- 4/14/2015 16.D.4. Contract# 14-6322 "CAT Program Engineering /Architectural Services" FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this day of 2015, by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER") and CH2M Hill Engineers, Inc., authorized to do business in the State of Florida, whose business address is 5801 Pelican Bay Blvd.,Suite 505, Naples, FL 34108 (hereinafter referred to as the"CONSULTANT"). WIT NES SET H: WHEREAS, it is in the best interests of OWNER to be able to obtain professional CONSULTANT Engineering and Architectural services expeditiously when a need arises in connection with a Collier County project;and WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act), makes provisions for a fixed term contract with a firm to provide professional services to a political subdivision, such as the County; and WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional CONSULTANT Engineering and Architectural services on a fixed term basis as directed by OWNER for such projects and tasks as may be required from time to time by OWNER. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein,the parties hereto agree as follows: Packet Page-790- 4/14/2015 16.D.4. ARTICLE 1 CONSULTANT'S RESPONSIBILITY 1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, CONSULTANT shall provide to OWNER professional Engineering and Architectural services (hereinafter the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A. Reference to the term 'Work Order" herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in writing by the Board of County Commissioners Work order assignments under this contract shall be made in accordance with the Purchasing Ordinance No. 2013-69 approved by the Board of County Commissions December 10, 2013, and as follows: • For work anticipated to be less than $100,000: the Department may select any firm from the contracted firms, request proposals from all firms on contract in accordance with the current work order distribution procedures, or conduct a separate solicitation. • For work anticipated to be over $100,000 and up to $200,000: the Department may, at their discretion, use the firm in the next rotation order, request a waiver of rotation, request proposals from all firms on contract in accordance with current work order distribution procedures or conduct a separate solicitation. 2 Packet Page -791- 4/14/2015 16.D.4. 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or any Work Order, or to obligate OWNER in any manner or way. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders '...Nhereto) are hereby incorporated into and made a part of this Agreement by reference. 3 Packet Page -792- 4/14/2015 16.D.4. 1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional Services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified personnel to provide such Services to OWNER. 1.5 CONSULTANT hereby designates Bill Beddow as its Principal in Charge (hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 4 Packet Page -793- 4/14/2015 16.D.4. 1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform any of the Services pursuant to the requirements of this Agreement or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. The CONSULTANT represents to the OWNER that it has expertise and experience in the type of professional Architectural & Engineering services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119 (including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(d) and (3)) as follows: (2) In addition to other contract requirements provided by law, each public agency contract for services must include a provision that requires the contractor to comply with public records laws, specifically to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 5 J Packet Page-794- 4/14/2015 16.D.4. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. (3) If a contractor does not comply with a public records request, the public agency shall enforce the contract provisions in accordance with the contract. 1.7 In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Work Order. 1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to Consultant's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the County reserves the right to make sole determination regarding deductions.After notification of deficiency, if the Consultant fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The County may also deduct or charge the Consultant for. services and/or items necessary to correct the deficiencies directly related to the Consultant's non-performance whether or not the County obtained substitute performance. 6 Packet Page -795- 4/14/2015 16.D.4. 1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without OWNER'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. 1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic) GPS Network as provided by OWNER. Information layers shall have common naming conventions (i.e. right-of-way- ROW, centerlines - CL,edge-of-pavement- EOP, etc), and adhere to industry standard CAD specifications. ARTICLE 2 ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Ordinance and 7 twr Packet Page -796- 4/14/2015 16.D.4. Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 2.2 If OWNER determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. ARTICLE 3 OWNER'S RESPONSIBILITIES 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not 8 Packet Page -797- 4/14/2015 16.D.4. authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of Services to be provided and performed by the CONSULTANT as set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2 The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Work Order, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE 4 TIME 4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. Packet Page-798- 4/14/2015 16.D.4. 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the ^ Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 10 V Packet Page -799- 4/14/2015 16.D.4. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. 4.6 The period of service shall be from the date of execution of this Agreement through one (1) year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. This Agreement may be renewed for an additional three (3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties. ARTICLE 5 COMPENSATION 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work Order, a comprehensive and itemized statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if any). 5.2 The compensation contained in each separate Work Order shall be based on the proposed negotiable lump sum, not to exceed (hourly rates are set forth and identified in Schedule B which is 11 �y i r.`11 Packet Page-800- • 4/14/2015 16.D.4. attached hereto), for the Tasks reasonably completed by CONSULTANT'S personnel in performing the Services. 5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below. 5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as follows: 5.2.2.1. Expenses of transportation and living when traveling in connection with each Work Order, except for local travel within Collier or Lee Counties, as provided in Section 112.061, F.S., and all Contract-related mileage for trips that are from/to destinations outside of Collier or Lee Counties approved by OWNER. 5.2.2.2 Expenses for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications, including duplicate sets at the completion of each Work Order for the OWNER'S review and approval. 5.2.2.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 5.2.2.4. Expense of models for the OWNER'S use. 5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 5.2.2.6 Other items on request and approved in writing by the OWNER. 12 Packet Page-801- 4/14/2015 16.D.4. 5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the aforesaid reimbursable expenses with a "not to exceed" amount, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. 5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to OWNER for the "not to exceed" amount of reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. 5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by OWNER. 5.6.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of �-. contract. Any untimely submission of invoices beyond the specified deadline period is subject to non- 13 Packet Page -802- 4/14/2015 16.D.4. payment under the legal doctrine of"'aches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. ARTICLE 6 OWNERSHIP OF DOCUMENTS 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. 14 Packet Page -803- • 4/14/2015 16.D.4. ARTICLE 7 MAINTENANCE OF RECORDS 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one-half of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or payment of any reimbursable expenses. ARTICLE 8 INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by 15 (-2) Packet Page -804- 4/14/2015 16.D.4. the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. ARTICLE 9 INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule C to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole ^ 16 ®‘‘' Packet Page-805- 4/14/2015 16.D.4. responsibility and risk of CONSULTANT. 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER. 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. 17 (a) Packet Page -806- 4/14/2015 16.D.4. ARTICLE 10 SERVICES BY CONSULTANT'S OWN STAFF 10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without OWNER'S prior written consent. 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward • 18 Packet Page-807- 4/14/2015 16.D.4. the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. • 19 Packet Page -808- 4/14/2015 16.D.4. ARTICLE 12 TERMINATION OR SUSPENSION 12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.3 lf, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, 20 Packet Page -809- 4/14/2015 16.D.4. or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Work Orders. 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are 21 Packet Page -810- 4/14/2015 16.D.4. so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. ARTICLE 13 TRUTH IN NEGOTIATION REPRESENTATIONS 13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, 22 Packet Page -811- 4/14/2015 16.D.4. any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement or any subsequent Work Order. 13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT, agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule D, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order. ARTICLE 14 CONFLICT OF INTEREST 14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of Services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those Services. ARTICLE 15 MODIFICATION 15.1 No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE 16 23 Packet Page -812- 4/14/2015 16.D.4. NOTICES AND ADDRESS OF RECORD 16.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners: Collier County Florida Procurement Services Department 3327 Tamiami Trail East Naples, FL 34112 Telephone: 239-252-8407 Fax: 239-252-6480 Attention: Joanne Markiewicz, Director, Procurement Services 16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANTS address of record: CH2M Hill Engineers, Inc. 5801 Pelican Bay Blvd., Suite 505 Naples, FL 34108 Telephone: 239-596-1715 Fax: 239-596-2579 Attn: Bill Beddow, Principal In-Charge 16.3 Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE 17 MISCELLANEOUS 17.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. 24 Packet Page -813- 4/14/2015 16.D.4. 17.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of OWNER. 17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. ^ 17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. Further, The CONSULTANT agrees that any Work Order that extends beyond the expiration date of this Agreement will survive and remain subject to the terms and conditions of this Agreement until the completion or termination of the Work Order. 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 25 l�� Packet Page -814- 4/14/2015 16.D.4. 17.9 Order of Precedence: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Request for Proposal, the Contractor's Proposal and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. Except the terms of any Grant Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Grant Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Contractor at Owner's discretion. 17.10 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: Schedule A WORK ORDER FORM Schedule B RATE SCHEDULE Schedule C INSURANCE COVERAGE Schedule D TRUTH IN NEGOTIATION CERTIFICATE ARTICLE 18 APPLICABLE LAW 18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to Services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 26 Packet Page-815- 4/14/2015 16.D.4. ARTICLE 19 SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "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, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies 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 s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." • 27 Packet Page-816- 4/14/2015 16.D.4. ARTICLE 20 DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1 By executing and entering into this agreement, the Consultant is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Consultant to comply with the laws 2s t,c • Packet Page -817- 4/14/2015 16.D.4. referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. ARTICLE 22 CONTRACT DOCUMENTS. The Contract Documents consist of this Agreement, the Exhibits described within, the solicitation and any duly executed and issued addenda, Change Orders, Work Directive Changes, Field Orders and amendments relating thereto. All of the foregoing Contract Documents are incorporated by reference and made a part of this Agreement (all of said documents including the Agreement sometimes being referred to herein as the "Contract Documents" and sometimes as the "Agreement" and sometimes as the "Contract). ARTICLE 23 DRUG FREE WORKPLACE Drug-Free Work Place: The Contractor has implemented a drug-free workplace program and will continue to enforce such program for the duration of resultant agreement. A drug-free workplace program includes: i. A published 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. ii. Employee information about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, employee assistance programs and the penalties that may be imposed upon employees for drug abuse violations. iii. Providing each employee engaged in delivering the commodities or contractual services that are under this bid or proposal a copy of the statement specified in Paragraph 1. iv. Notifying the employees that, as a condition of working on the commodities or contractual services that are under this bid or proposal that they will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contender to, any violation of Chapter 893 or of any controlled substance law of the United 29 k Packet Page-818- "r 4/14/2015 16.D.4. States or any state, for a violation occurring in the workplace no later than five (5)days after such conviction. v. 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, by any employee who is so convicted. vi. Make a good faith effort to continue to maintain a drug-free workplace through implementation of Paragraphs i. through v. above. ARTICLE 24 VENDOR PERFORMANCE EVALUATION The County has implemented a Vendor Performance Evaluation System for all contracts awarded in excess of$25,000. To this end, vendors will be evaluated on their performance upon completion/termination of this Agreement. 30 Packet Page -819- 4/14/2015 16.D.4. IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for 14-6322 CAT Program Engineering /Architectural Services the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Dwight E. Brock, Clerk By: Date: By: Tim Nance,Chairman Approved as to Form and Legality Deputy County Attorney CH2M Hill Engineers, Inc. Witness By: Typed Name and Title Typed Name and Title Witness Typed Name and The 31 L.I,1/1 0 Packet Page-820- 4/14/2015 16.D.4. SCHEDULE A WORK ORDER# Agreement for CAT Program Engineering/Architectural Services, Dated: , 20 (RFP/Bid 14-6322) This Work Order is for professional Engineering &Architectural services.for work known as: Project Name: Project No: The work is specified in the proposal dated ,20 which is attached hereto and made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above, Work Order# is assigned to: name of firm. Scope of Work: As detailed in the attached proposal and the following: * Task I - * Task II - * Task III Schedule of Work: Complete work within days from receipt of the Notice to Proceed which is accompanying this Work Order. Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance with the following method(s): Negotiated Lump Sum (NLS) Reimbursable Expenses (Not to Exceed) Cost Plus Fixed Fee (CPFF), as provided in the attached proposal. (Define which method will be used for which tasks.) Task I $ Task II $ Task III $ TOTAL FEE $ Any change made subsequent to final department approval will be considered an additional service and charged according to Schedule"A"of the original Contract Agreement. PREPARED BY: name and title Date APPROVED BY: Department Director, Department Name Date APPROVED BY: Division Administrator, Division Date ACCEPTED BY: Company name Signature of Authorized Company Officer Date Type or Print Name and Title A-1 Packet Page -821- Ao) 4/14/2015 16.D.4. SCHEDULE B RATE SCHEDULE Standard Hourly Title Rate Principal $ 206.00 Senior Project Manager $ 172.00 Project Manager $ 147.00 Senior Engineer $ 157.00 Engineer $ 123.00 Senior Inspector $ 96.00 Inspector $ 76.00 Senior Planner $ 139.00 Planner $ 110.00 Senior Designer $ 114.00 Designer $ 94.00 Environmental Specialist $ 109.00 Senior Environmental Specialist $ 134.00 Scientist/Geologist $ 93.00 Senior Scientist/Geologist $ 118.00 Marine Biologist/Hydrogeologist $ 110.00 Senior Marine Biologist/Hydrogeologist $ 138.00 Senior GIS Specialist $ 139.00 GIS Specialist $ 102.00 Clerical/Administrative $ 62.00 Senior Technician $ 85.00 This list is not intended to be all inclusive. Hourly rates for other categories of professional, support and other services shall be mutually negotiated by Collier County and the firm on a project by project basis as needed. B-1 ca Packet Page -822- 4/14/2015 16.D.4. SCHEDULE C INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the Services until the date of completion of all Services required hereunder or as specified in this Agreement, whichever is longer. (4) Simultaneously with the execution and delivery of this Agreement by CONSULTANT, CONSULTANT has delivered properly executed Certificates of insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance policies required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or c-1 GA Packet Page-823- 4/14/2015 16.D.4. allowed to expire until at least thirty (30) days prior written notice has been given to the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Agreement. (6) The acceptance by OWNER of any Certificate of Insurance pursuant to the terms of this Agreement does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement and any Work Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to C-2 Packet Page -824- 4/14/2015 16.D.4. purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the Services required hereunder or termination of the Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement or any subsequently issued Work Order for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: C-3 Packet Page -825- 4/14/2015 16.D.4. a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one, if applicable) X $500,000 Each Accident (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. COMMERCIAL GENERAL LIABILITY Required by this Agreement? X Yes No (1) Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than five (5) years following the completion and acceptance by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the following: X General Aggregate $1,000,000 Products/Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence $1,000,000 Fire Damage $ 50,000 (2) The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies C-4 (C,,, Packet Page -826- 4/14/2015 16.D.4. separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his designee. (3) The OWNER, Collier County Government, shall be named as an Additional Insured and the policy shall be endorsed that such coverage shall be primary to any similar coverage carried by the OWNER. (4) Coverage shall be included for explosion, collapse or underground property damage claims. AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? X Yes No (1) Automobile Liability Insurance shall be maintained by the CONSULTANT for the ownership, maintenance or use of any owned, non-owned or hired vehicle with limits of not less than: X Bodily Injury & Property Damage - $1,000,000 UMBRELLA LIABILITY • (1) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. C-5 Packet Page -827- 4/14/2015 16.D.4. (2) The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? X_Yes No (1) Professional Liability Insurance shall be maintained by the CONSULTANT to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: _X_ $1,000,000 each claim and in the aggregate (2) Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. (3) The CONSULTANT shall continue this coverage for a period of not less than five (5) years following completion of all Services authorized under this Agreement. (4) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER under this Agreement, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to OWNER of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, C-6 ( t. Packet Page -828- 4/14/2015 16.D.4. CONSULTANT shall also notify OWNER by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by OWNER. VALUABLE PAPERS INSURANCE (1) In the sole discretion of the County, on a work order by work order basis, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. PROJECT PROFESSIONAL LIABILITY (1) If OWNER notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with OWNER and OWNER'S insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT'S professional liability policy. If no credit is available from CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to C-7 , Packet Page -829- 4/14/2015 16.D.4. pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to OWNER. Should no credit accrue to OWNER, OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT'S self-insured retention and the risk of uninsured or underinsured consultants. (2) CONSULTANT agrees to provide the following information when requested by OWNER or OWNER'S Project Manager: a. The date the professional liability insurance renews. b. Current policy limits. c. Current deductibles/self-insured retention. d. Current underwriter. e. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. f. Cost of professional insurance as a percent of revenue. g. Affirmation that the design firm will complete a timely project errors and omissions application. (3) If OWNER elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and OWNER will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. C-8 Packet Page -830- 4/14/2015 16.D.4. SCHEDULED TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, CH2M Hill Engineers, Inc. hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning 14-6322 CAT Program Engineering/Architectural Services are accurate, complete and current as of the time of contracting. CH2M Hill Engineers, Inc. BY: TITLE: DATE: D-1 (5D Packet Page-831- 4/14/2015 16.D.4. EXHIBIT A—GRANTING AGENCY PROVISIONS D-2 }I Packet Page-832- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 EXHIBIT A-GRANTING AGENCY The services performed by the awarded Contractor shall be in compliance with all applicable FTA regulations/requirements, and additional requirements specified in this document. It shall be the awarded Contractor's responsibility to acquire and utilize the necessary manuals and guidelines thatapply to the work required to complete this project. Box is Checked If Applicable ❑ 1. Fly America Requirements ❑ 2. Buy America Requirements-Sign Certification ❑ 3. Charter Bus and School Bus Requirements ❑ 4.Cargo Preference Requirements Z 5.Seismic Safety Requirements ® 6.Energy Conservation Requirements III 7.Clean Water Requirements ❑ 8.Bus Testing-Sign Certification ❑ 9. Pre-Award and Post Delivery Audit Requirements-Sign Certification ® 10.Lobbying-Sign Certification ®11.Access to Records and Reports ® 12. Federal Changes ❑13.Bonding Requirements ® 14.Clean Air ❑ 15.Recycled Products ❑ 16.Davis-Bacon and Copeland Anti-Kickback Acts ❑ 17.Contract Work Hours and Safety Standards Act 18. [Reserved] ® 19.No Government Obligation to Third Parties ®20.Program Fraud and False or Fraudulent Statements and Related Acts ®21.Termination ®22.Government-wide Debarment and Suspension-Sign Exhibit Certification ®23.Privacy Act ®24.Civil Rights Requirements ®25.Breaches and Dispute Resolution ❑26.Patent and Rights in Data ❑27.Transit Employee Protective Agreements ®28.Disadvantaged Business Enterprises(DBE) (TWO FORMS) Anticipated DBE Form and Bidders List ❑29.[Reserved] ®30.Incorporation of Federal Transit Administration(FTA)Terms ❑31.Drug and Alcohol Testing ®32.ADA Access ®33.ITS Standards ❑34.ARRA 1 Packet Page-833- � ;' 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 1. FLY AMERICA REQUIREMENTS (Applies to subcontracts) The Contractor agrees to comply with 49 U.S.C.40118(the"Fly America"Act)in accordance with the General Services Administration's regulations at 41 CFR Part 301-10, which provide that recipients and subrecipients of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S Government-financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Contractor shall submit, if a foreign air carrier was used,an appropriate certification or memorandum adequately explaining why service by a U.S.flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. The Contractor agrees to include the requirements of this section in all subcontracts that may involve international air transportation. 2. BUY AMERICA REQUIREMENTS (Applies to subcontracts) The contractor agrees to comply with 49 U.S.C. 5323(j)and 49 C.F.R. Part 661, which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R. 661.7, and include final assembly in the United States for 15 passenger vans and 15 passenger wagons produced by Chrysler Corporation, and microcomputer equipment and software. Separate requirements for rolling stock are set out at 49 U.S.C.5323(j)(2)(C) and 49 C.F.R.661.11.Rolling stock must be assembled in the United States and have a 60 percent domestic content. A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification(Attachments)with all bids or offers on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive.This requirement does not apply to lower tier subcontractors. 3. CHARTER BUS REQUIREMENTS The contractor agrees to comply with 49 U.S.C. 5323(d) and 49 CFR Part 604, which provides that recipients and subrecipients of FTA assistance are prohibited from providing charter service using federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except under one of the exceptions at 49 CFR 604.9. Any charter service provided under one of the exceptions must be"incidental,"i.e.,it must not interfere with or detract from the provision of mass transportation. 3. SCHOOL BUS REQUIREMENTS Pursuant to 69 U.S.C. 5323(f) and 49 CFR Part 605, recipients and subrecipients of FTA assistance may not engage in school bus operations exclusively for the transportation of students and school personnel in competition with private school bus operators unless qualified under specified exemptions. When operating exclusive school bus service under an allowable exemption,recipients and subrecipients may not use federally funded equipment,vehicles,or facilities. 4. CARGO PREFERENCE REQUIREMENTS (Applies to subcontracts) Use of United States-Flag Vessels-The contractor agrees: a. to use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers)involved,whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels; b.to furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on-board" commercial ocean bill-of-lading in English for each shipment of cargo described in the Packet Page-834- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington,DC 20590 and to the FTA recipient(through the contractor in the case of a subcontractor's bill-of-lading.t c.to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment,material,or commodities by ocean vessel. 5. SEISMIC SAFETY REQUIREMENTS The contractor agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety Regulations 49 CFR Part 41 and will certify to compliance to the extent required by the regulation. The contractor also agrees to ensure that all work performed under this contract including work performed by a subcontractor is in compliance with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project. 6. ENERGY CONSERVATION REQUIREMENTS (Applies to subcontracts) The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 7. CLEAN WATER REQUIREMENTS (Applies to subcontracts OVER$10,000) (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seg. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 8. BUS TESTING Bus Testing - The Contractor [Manufacturer] agrees to comply with 49 U.S.C. A 5323(c) and FTA's implementing regulation at 49 CFR Part 665 and shall perform the following: 1) A manufacturer of a new bus model or a bus produced with a major change in components or configuration shall provide a copy of the final test report to the recipient at a point in the procurement process specified by the recipient which will be prior to the recipient's final acceptance of the first vehicle. 2) A manufacturer who releases a report under paragraph 1 above shall provide notice to the operator of the testing facility that the report is available to the public. 3) If the manufacturer represents that the vehicle was previously tested, the vehicle being sold should have the identical configuration and major components as the vehicle in the test report, which must be provided to the recipient prior to recipient's final acceptance of the first vehicle. If the configuration or components are not identical, the manufacturer shall provide a description of the change and the manufacturer's basis for concluding that it is not a major change requiring additional testing. 4) If the manufacturer represents that the vehicle is "grandfathered" (has been used in mass transit service in the United States before October 1, 1988, and is currently being produced without a major change in configuration or components), the manufacturer shall provide the name and address of the recipient of such a vehicle and the details of that vehicle's configuration and major components. 3 Packet Page -835- i ' 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 9. PRE-AWARD AND POST DELIVERY AUDITS REQUIREMENTS Pre-Award and Post-Delivery Audit Requirements -The Contractor agrees to comply with 49 U.S.C. § 5323(1) and FTA's implementing regulation at49 C.F.R.Part 663 and to submit the following certifications: (1) Buy America Requirements:The Contractor shall complete and submit a declaration certifying either compliance or noncompliance with Buy America. If the Bidder/Offeror certifies compliance with Buy America, it shall submit documentation which lists 1) component and subcomponent parts of the rolling stock to be purchased identified by manufacturer of the parts, their country of origin and costs; and 2) the location of the final assembly point for the rolling stock,including a description of the activities that will take place at the final assembly point and the cost of final assembly. (2)Solicitation Specification Requirements:The Contractor shall submit evidence that it will be capable of meeting the bid specifications. (3) Federal Motor Vehicle Safety Standards(FMVSS): The Contractor shall submit 1) manufacturer's FIVIVSS self- certification sticker information that the vehicle complies with relevant FMVSS or 2) manufacturer's certified statement that the contracted buses will not be subject to FMVSS regulations. 10. LOBBYING Contractors who apply or bid for an award of$100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." 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 shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract,grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. 11. ACCESS TO RECORDS AND REPORTS The following access to records requirements apply to this Contract: 1. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R.18.36(i),the Contractor agrees to provide the Purchaser,the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PM0 Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C.5307,5309 or 5311. 2. Where the Purchaser is a State and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 633.17, Contractor agrees to provide the Purchaser, the FTA Administrator or his authorized representatives, including any PMO Contractor, access to the Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C.5307,5309 or 5311. By definition,a major capital project excludes contracts of less than the simplified acquisition threshold currently set at$100,000. 3. Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education, a hospital or other non-profit organization and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 19.48, Contractor agrees to provide the Purchaser, FTA Administrator, the Comptroller General of the United States or any of their duly authorized representatives with access to any books, documents, papers and record of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations,excerpts and transcriptions. 4 ^ ,{31 Packet Page-836- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 4. Where any Purchaser which is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 U.S.C. 5325(a)enters into a contract for a capital project or improvement(defined at 49 U.S.C. 5302(a)1)through other than competitive bidding, the Contractor shall make available records related to the contract to the Purchaser, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. 5. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 6. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(1)(11). 12. FEDERAL CHANGES Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract.Contractor's failure to so comply shall constitute a material breach of this contract. 13. BONDING REQUIREMENTS Bid Security A Bid Bond must be issued by a fully qualified surety company acceptable to (Recipient) and listed as a company currently authorized under 31 CFR,Part 223 as possessing a Certificate of Authority as described thereunder. Rights Reserved In submitting this Bid, it is understood and agreed by bidder that the right is reserved by(Recipient)to reject any and all bids, or part of any bid, and it is agreed that the Bid may not be withdrawn for a period of [ninety (90)] days subsequent to the opening of bids,without the written consent of(Recipient). It is also understood and agreed that if the undersigned bidder should withdraw any part or all of his bid within[ninety (90)] days after the bid opening without the written consent of(Recipient),shall refuse or be unable to enter into this Contract,as provided above,or refuse or be unable to furnish adequate and acceptable Performance Bonds and Labor and Material Payments Bonds, as provided above, or refuse or be unable to furnish adequate and acceptable insurance, as provided above, he shall forfeit his bid security to the extent of (Recipient's) damages occasioned by such withdrawal,or refusal,or inability to enter into an agreement,or provide adequate security therefore. It is further understood and agreed that to the extent the defaulting bidder's Bid Bond, Certified Check, Cashier's Check, Treasurer's Check, and/or Official Bank Check (excluding any income generated thereby which has been retained by (Recipient)as provided in[Item x"Bid Security" of the Instructions to Bidders])shall prove inadequate to fully recompense(Recipient)for the damages occasioned by default,then the undersigned bidder agrees to indemnify (Recipient) and pay over to(Recipient)the difference between the bid security and (Recipient's)total damages,so as to make(Recipient)whole. The undersigned understands that any material alteration of any of the above or any of the material contained on this form,other than that requested,will render the bid unresponsive. Performance and Payment Bonding Requirements(Construction) A contractor or vendor shall provide a surety bond from a surety company to guarantee full and faithful performance of a contract obligation and the payment of labor and material expended pursuant to a contract whenever, and in such amounts, as required by statute or otherwise as deemed necessary by the Purchasing Director. An irrevocable letter of credit from a financial institution operating within the State of Florida(or other alternative forms of surety as Packet Page -837- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 permitted under Florida law) may be sufficient in place of the performance bond if so provided for in the bid and contract documents.All such bonds or letters of credit shall be approved as to form by the County Attorney. A. Contractor shall provide Performance and Payment Bonds in the amount of 100% of the Contract Amount, the costs of which are to be paid by Contractor. The Performance and Payment Bonds shall be underwritten by a surety authorized to do business in the State of Florida and otherwise acceptable to Owner; provided, however, the surety shall meet the requirements of the Department of the Treasury Fiscal Service, "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsurance Companies" circular. This circular may be accessed via the web at www.fms.treas.gov/c570/c570.html#certified. Should the Contract Amount be less than $500,000, the requirements of Section 287.0935, F.S. shall govern the rating and classification of the surety. B. If the surety for any bond furnished by Contractor is declared bankrupt, becomes insolvent, its right to do business is terminated in the State of Florida, or it ceases to meet the requirements imposed by the Contract Documents, the Contractor shall, within five (5) calendar days thereafter, substitute at its cost and expense another bond and surety,both of which shall be subject to the Owner's approval. Advance Payment Bonding Requirements The Contractor may be required to obtain an advance payment bond if the contract contains an advance payment provision and a performance bond is not furnished. The (recipient) shall determine the amount of the advance payment bond necessary to protect the(Recipient). Patent Infringement Bonding Requirements(Patent Indemnity) The Contractor may be required to obtain a patent indemnity bond if a performance bond is not furnished and the financial responsibility of the Contractor is unknown or doubtful. The(recipient) shall determine the amount of the patent indemnity to protect the(Recipient). Warranty of the•Work and Maintenance Bonds 1. The Contractor warrants to (Recipient), the Architect and/or Engineer that all materials and equipment furnished under this Contract will be of highest quality and new unless otherwise specified by(Recipient),free from faults and defects and in conformance with the Contract Documents. All work not so conforming to these standards shall be considered defective. If required by the[Project Manager],the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. 2. The Work furnished must be of first quality and the workmanship must be the best obtainable in the various trades. The Work must be of safe,substantial and durable construction in all respects. The Contractor hereby guarantees the Work against defective materials or faulty workmanship for a minimum period of one(1)year after Final Payment by (Recipient) and shall replace or repair any defective materials or equipment or faulty workmanship during the period of the guarantee at no cost to(Recipient). As additional security for these guarantees, the Contractor shall, prior to the release of Final Payment [as provided in Item X below],furnish separate Maintenance (or Guarantee) Bonds in form acceptable to (Recipient) written by the same corporate surety that provides the Performance Bond and Labor and Material Payment Bond for this Contract. These bonds shall secure the Contractor's obligation to replace or repair defective materials and faulty workmanship for a minimum period of one (1) year after Final Payment and shall be written in an amount equal to ONE HUNDRED PERCENT(100%)of the CONTRACT SUM,as adjusted (if at all). 14. CLEAN AIR (Applies to subcontracts OVER$100,000) (1)The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. • 6 \� t` Packet Page -838- . 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 15. RECYCLED PRODUCTS (Applies to subcontracts for purchases$10,000 or more of one of these items in a fiscal year,or when the cost of such items purchased during the previous fiscal year was$10,000.) Recovered Materials -The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247,and Executive Order 12873,as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. 16. DAVIS-BACON AND COPELAND ANTI-KICKBACK ACTS (1) Minimum wages - (i) All laborers and mechanics employed or working upon the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis- Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics,subject to the provisions of paragraph (1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR Part 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided,That the employer's payroll records accurately set forth the time spent in each dassification in which work is performed. The wage determination (including any additional classifications and wage rates conformed under paragraph (1)(ii) of this section) and the Davis-Bacon poster(WH-1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. (ii)(A)The contracting officer shall require that any class of laborers or mechanics, including helpers,which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (1) Except with respect to helpers as defined as 29 CFR 5.2(n)(4), the work to be performed by the classification requested is not performed by a classification in the wage determination;and (2)The classification is utilized in the area by the construction industry;and (3)The proposed wage rate,including any bona fide fringe benefits,bears a reasonable relationship to the wage rates contained in the wage determination;and (4)With respect to helpers as defined in 29 CFR 5.2(n)(4),such a classification prevails in the area in which the work is performed. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their �..� representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate),a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of 7 Packet Page-839- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 Labor, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C)In the event the contractor,the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D)The wage rate(including fringe benefits where appropriate) determined pursuant to paragraphs(a)(1)(ii) (B)or(C) of this section,shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii)Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv) If the contractor does not make payments to a trustee or other third person,the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor,that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. (v)(A) The contracting officer shall require that any class of laborers or mechanics which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (1) The work to be performed by the classification requested is not performed by a classification in the wage determination;and (2)The classification is utilized in the area by the construction industry;and (3)The proposed wage rate,including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, Washington, DC 20210. The Administrator, or an authorized representative,will approve, modify,or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C) In the event the contractor,the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator,or an authorized representative, will issue a determination with 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. 8 (. IC.N ) Packet Page-840- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 (D)The wage rate(including fringe benefits where appropriate)determined pursuant to paragraphs(a)(1)(v)(B)or(C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (2)Withholding—Collier County shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the contractor under this contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics,including apprentices,trainees,and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice,trainee, or helper, employed or working on the site of the work(or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), all or part of the wages required by the contract, the Collier County may, after written notice to the contractor,sponsor, applicant, or owner,take such action as may be necessary to cause the suspension of any further payment,advance,or guarantee of funds until such violations have ceased. (3) Payrolls and basic records- (i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work(or under the United States Housing Act of 1937,or under the Housing Act of 1949, in the construction or development of the project). Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible,and that the plan or program has been communicated in writing to the laborers or mechanics affected,and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii)(A)The contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to Collier County for transmission to the Federal Transit Administration. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under section 5.5(a)(3)(i)of Regulations, 29 CFR part 5. This information may be submitted in any form desired. Optional Form WH-347 is available for this purpose and may be purchased from the Superintendent of Documents(Federal Stock Number 029-005-00014-1), U.S. Government Printing Office, Washington, DC 20402. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. (B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (1)That the payroll for the payroll period contains the information required to be maintained under section 5.5(a)(3)(i) of Regulations,29 CFR part 5 and that such information is correct and complete; (2)That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations,29 CFR part 3; (3)That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash 9 Packet Page-841- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C)The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (a)(3)(ii)(B) of this section. (D)The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. (iii)The contractor or subcontractor shall make the records required under paragraph (a)(3)(i)of this section available for inspection, copying, or transcription by authorized representatives of the Federal Transit Administration or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available,the Federal agency may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (4)Apprentices and trainees-(i)Apprentices-Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Bureau of Apprenticeship and Training,or with a State Apprenticeship Agency recognized by the Bureau,or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Bureau of Apprenticeship and Training or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition,any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered,the ratios and wage rates(expressed in percentages of the journeyman's hourly rate)specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator of the Wage and Hour Division of the U.S. Department of Labor determines that a different practice prevails for the applicable apprentice classification,fringes shall be paid in accordance with that determination. In the event the Bureau of Apprenticeship and Training, or a State Apprenticeship Agency recognized by the Bureau, withdraws approval of an apprenticeship program,the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii)Trainees-Except as provided in 29 CFR 5.16,trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval,evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination.Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits,trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour 10 Packet Page-842- 4/14/2015 16.0.4, Exhibit A Federal Transit Administration Provisions CFDA 20.500/ 20.507 Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program,the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii)Equal employment opportunity-The utilization of apprentices,trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246,as amended,and 29 CFR part 30. (5) Compliance with Copeland Act requirements-The contractor shall comply with the requirements of 29 CFR part 3,which are incorporated by reference in this contract. (6) Subcontracts-The contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses as the Federal Transit Administration 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 the contract clauses in 29 CFR 5.5. (7)Contract termination:debarment-A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract,and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. (8) Compliance with Davis-Bacon and Related Act requirements -All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR parts 1,3,and 5 are herein incorporated by reference in this contract. (9) Disputes concerning labor standards- Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract.Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor,or the employees or their representatives. (10)Certification of eligibility-(i) By entering into this contract,the contractor certifies that neither it(nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a)of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a)of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (iii)The penalty for making false statements is prescribed in the U.S.Criminal Code, 18 U.S.C.1001, 17. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (1)Overtime requirements-No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2)Violation; liability for unpaid wages; liquidated damages-In the event of any violation of the clause set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States for liquidated damages. 11 Packet Page -843- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of$10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph(1)of this section. (3)Withholding for unpaid wages and liquidated damages-XCollier County shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph(2)of this section. (4)Subcontracts-The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs (1)through(4)of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs(1)through(4)of this section. 18. f RESERVED 1 19. NO GOVERNMENT OBLIGATION TO THIRD PARTIES (1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract,absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2)The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 20. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS (Applies to subcontracts) Program Fraud and False or Fraudulent Statements or Related Acts. (1)The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986,as amended,31 U.S.C. §3801 et sec.and U.S. DOT regulations, "Program Fraud Civil Remedies,"49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable,the Contractor further acknowledges that if it makes,or causes to be made, a false,fictitious,or fraudulent claim,statement,submission,or certification,the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C.§5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor,to the extent the Federal Government deems appropriate. 12 Packet Page-844- ‘z- 4/14/2011, Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 21. TERMINATION a. Termination for Convenience(General Provision)The(Recipient) may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to(Recipient)to be paid the Contractor. If the Contractor has any property in its possession belonging to the(Recipient),the Contractor will account for the same,and dispose of it in the manner the(Recipient)directs. b. Termination for Default [Breach or Cause] (General Provision) If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or,if the contract is for services,the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract,the (Recipient) may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the (Recipient)that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the (Recipient), after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. c. Opportunity to Cure(General Provision)The(Recipient)in its sole discretion may, in the case of a termination for breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. In such case,the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to (Recipient)'s satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [ten (10)days] after receipt by Contractor of written notice from(Recipient)setting forth the nature of said breach or default, (Recipient) shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude(Recipient) from also pursuing all available remedies against Contractor and its sureties for said breach or default. d. Waiver of Remedies for any Breach In the event that(Recipient) elects to waive its remedies for any breach by Contractor of any covenant,term or condition of this Contract, such waiver by(Recipient)shall not limit(Recipient)'s remedies for any succeeding breach of that or of any other term, covenant,or condition of this Contract. e. Termination for Convenience (Professional or Transit Service Contracts)The (Recipient), by written notice, may terminate this contract, in whole or in part,when it is in the Government's interest. If this contract is terminated,the Recipient shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. f. Termination for Default(Supplies and Service) If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract,the (Recipient) may terminate this contract for default. The(Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract. 13 Packet Page-845- �J. 4/14/2015 16.D.4 Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient. g. Termination for Default(Transportation Services) If the Contractor fails to pick up the commodities or to perform the services, including delivery services,within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract,the(Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default. The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract. If this contract is terminated while the Contractor has possession of Recipient goods, the Contractor shall, upon direction of the (Recipient), protect and preserve the goods until surrendered to the Recipient or its agent. The Contractor and (Recipient)shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the(Recipient). h. Termination for Default(Construction) If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the Contractor fails to comply with any other provisions of this contract,the (Recipient) may terminate this contract for default. The (Recipient)shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event,the Recipient may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The Contractor and its sureties shall be liable for any damage to the Recipient resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the Recipient in completing the work. The Contractor's right to proceed shall not be terminated nor the Contractor charged with damages under this clause if- 1. The delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of the Recipient, acts of another Contractor in the performance of a contract with the Recipient, epidemics, quarantine restrictions, strikes, freight embargoes;and 2. The contractor,within [10] days from the beginning of any delay,notifies the(Recipient)in writing of the causes of delay. If in the judgment of the (Recipient), the delay is excusable, the time for completing the work shall be extended. The judgment of the(Recipient)shall be final and conclusive on the parties,but subject to appeal under the Disputes clauses. If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of the Recipient. i. Termination for Convenience or Default(Architect and Engineering)The(Recipient)may terminate this contract in whole or in part, for the Recipient's convenience or because of the failure of the Contractor to fulfill the contract obligations. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature,extent,and effective date of the termination. Upon receipt of the notice,the Contractor shall(1)immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract,whether completed or in process. 14 ,,Ly Packet Page-846- 4/14/2015 16.11z.. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 If the termination is for the convenience of the Recipient,the Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If the termination is for failure of the Contractor to fulfill the contract obligations, the Recipient may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by the Recipient. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient. j. Termination for Convenience of Default(Cost-Type Contracts)The(Recipient) may terminate this contract,or any portion of it,by serving a notice or termination on the Contractor.The notice shall state whether the termination is for convenience of the(Recipient) or for the default of the Contractor. If the termination is for default,the notice shall state the manner in which the contractor has failed to perform the requirements of the contract. The Contractor shall account for any property in its possession paid for from funds received from the (Recipient), or property supplied to the Contractor by the (Recipient). If the termination is for default, the (Recipient) may fix the fee, if the contract provides for a fee,to be paid the contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the (Recipient) and the parties shall negotiate the termination settlement to be paid the Contractor. If the termination is for the convenience of the (Recipient), the Contractor shall be paid its contract close-out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination. If, after serving a notice of termination for default,the (Recipient) determines that the Contractor has an excusable reason for not performing, such as strike,fire, flood, events which are not the fault of and are beyond the control of the contractor, the(Recipient), after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. 22.GOVERNMENT-WIDE DEBARMENT AND SUSPENSION(NONPROCUREM ENT) (Applies to subcontracts) This contract is a covered transaction for purposes of 49 CFR Part 29. As such,the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The contractor is required to comply with 49 CFR 29,Subpart C and must include the requirement to comply with 49 CFR 29,Subpart C in any lower tier covered transaction it enters into. 23. PRIVACY ACT 5 U.S.C.552 Contracts Involving Federal Privacy Act Requirements-The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract: (1) The Contractor agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. §552a. Among other things,the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of records on behalf of the Federal Government. The Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act,apply to those individuals involved,and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract. 15 Packet Page-847- 4/14/201516.'2' . Exhibit A Federal Transit Administration Provisions n CFDA 20.500/20.507 (2)The Contractor also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA. 24. CIVIL RIGHTS REQUIREMENTS (Applies to subcontracts) Civil Rights-The following requirements apply to the underlying contract: (1) Nondiscrimination -In accordance with Title VI of the Civil Rights Act, as amended,42 U.S.C. §2000d,section 303 of the Age Discrimination Act of 1975,as amended,42 U.S.C.§6102,section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color,creed,national origin,sex,age, or disability. In addition,the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a)Race,Color,Creed,National Origin,Sex-In accordance with Title VII of the Civil Rights Act,as amended,42 U.S.C.§ 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor(U.S.DOL)regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et Leg., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity,"42 U.S.C. §2000e note),and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. 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. In addition,the Contractor agrees to comply with any implementing requirements FTA may issue. (b)Age-In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended,29 U.S.C. §§ 623 and Federal transit law at 49 U.S.C. §5332,the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (c) Disabilities- In accordance with section 102 of the Americans with Disabilities Act,as amended,42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (3)The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA,modified only if necessary to identify the affected parties. 25. BREACHES AND DISPUTE RESOLUTION (Applies to subcontracts) Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of(Recipient)'s [title of employee]. This decision shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the [title of employee]. In connection with any such appeal, the Contractor 16 Packet Page-848- `� 4/14/2015 16.D.,= , Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the[title of employee]shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute-Unless otherwise directed by(Recipient),Contractor shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages-Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable,a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies- Unless this contract provides otherwise,all claims, counterclaims, disputes and other matters in question between the(Recipient)and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the (Recipient)is located. Rights and Remedies -The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the (Recipient), (Architect) or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract,nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 26. PATENT AND RIGHTS IN DATA (Applies to subcontracts) A. Rights in Data - This following requirement applies to each contract involving experimental, developmental or research work: (1) The term "subject data" used in this clause means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under the contract. The term includes graphic or pictorial delineation in media such as drawings or photographs;text in specifications or related performance or design-type documents; machine forms such as punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. Examples include, but are not limited to: computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information. The term "subject data" does not include financial reports, cost analyses, and similar information incidental to contract administration. (2)The following restrictions apply to all subject data first produced in the performance of the contract to which this Attachment has been added: (a) Except for its own internal use,the Purchaser or Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may the Purchaser or Contractor authorize others to do so,without the written consent of the Federal Government,until such time as the Federal Government may have either released or approved the release of such data to the public;this restriction on publication, however, does not apply to any contract with an academic institution. (b) In accordance with 49 C.F.R. § 18.34 and 49 C.F.R. § 19.36,the Federal Government reserves a royalty-free, non- exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use,for"Federal Government purposes,"any subject data or copyright described in subsections(2)(b)1 and(2)(b)2 of this clause below. As used in the previous sentence, "for Federal Government purposes," means use only for the direct purposes of the Federal Government. Without the copyright owner's consent, the Federal Government may not extend its Federal license to any other party. 1. Any subject data developed under that contract,whether or not a copyright has been obtained;and 17 ; t- Packet Page-849- 4/14/2015 16 .4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 n. 2. Any rights of copyright purchased by the Purchaser or Contractor using Federal assistance in whole or in part provided by FTA. (c) When FTA awards Federal assistance for experimental, developmental, or research work, it is FTA's general intention to increase transportation knowledge available to the public, rather than to restrict the benefits resulting from the work to participants in that work. Therefore, unless FTA determines otherwise, the Purchaser and the Contractor performing experimental, developmental, or research work required by the underlying contract to which this Attachment is added agrees to permit FTA to make available to the public, either FTA's license in the copyright to any subject data developed in the course of that contract, or a copy of the subject data first produced under the contract for which a copyright has not been obtained. If the experimental,developmental, or research work, which is the subject of the underlying contract, is not completed for any reason whatsoever, all data developed under that contract shall become subject data as defined in subsection (a) of this clause and shall be delivered as the Federal Government may direct. This subsection (c) , however, does not apply to adaptations of automatic data processing equipment or programs for the Purchaser or Contractor's use whose costs are financed in whole or in part with Federal assistance provided by FTA for transportation capital projects. (d) Unless prohibited by state law, upon request by the Federal Government,the Purchaser and the Contractor agree to indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the Purchaser or Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication,translation, reproduction, delivery, use, or disposition of any data furnished under that contract. Neither the Purchaser nor the Contractor shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee,official,or agents of the Federal Government. (e)Nothing contained in this clause on rights in data shall imply a license to the Federal Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent. (f) Data developed by the Purchaser or Contractor and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by the underlying contract to which this Attachment has been added is exempt from the requirements of subsections (b), (c), and (d)of this clause, provided that the Purchaser or Contractor identifies that data in writing at the time of delivery of the contract work. (g) Unless FTA determines otherwise, the Contractor agrees to include these requirements in each subcontract for experimental,developmental,or research work financed in whole or in part with Federal assistance provided by FTA. (3) Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status (i.e., a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual, etc.), the Purchaser and the Contractor agree to take the necessary actions to provide,through FTA,those rights in that invention due the Federal Government as described in U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants,Contracts and Cooperative Agreements,"37 C.F.R. Part 401. (4)The Contractor also agrees to include these requirements in each subcontract for experimental,developmental,or research work financed in whole or in part with Federal assistance provided by FTA. B. Patent Rights - The following requirements apply to each contract involving experimental, developmental, or research work: (1)General-If any invention,improvement,or discovery is conceived or first actually reduced to practice in the course ,•'•\ of or under the contract to which this Attachment has been added, and that invention, improvement, or discovery is patentable under the laws of the United States of America or any foreign country,the Purchaser and Contractor agree 18 ). .�1 Packet Page-850- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/ 20.507 to take actions necessary to provide immediate notice and a detailed report to the party at a higher tier until FTA is ultimately notified. (2) Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status (a large business, small business, state government or state instrumentality, local government, nonprofit organization,institution of higher education, individual),the Purchaser and the Contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants,Contracts and Cooperative Agreements,"37 C.F.R. Part 401. (3) The Contractor also agrees to include the requirements of this clause in each subcontract for experimental, developmental,or research work financed in whole or in part with Federal assistance provided by FTA. TRANSIT EMPLOYEE PROTECTIVE AGREEMENTS (Applies to subcontracts) Transit Employee Protective Provisions. (1) The Contractor agrees to the comply with applicable transit employee protective requirements as follows: (a)General Transit Employee Protective Requirements-To the extent that FTA determines that transit operations are involved,the Contractor agrees to carry out the transit operations work on the underlying contract in compliance with terms and conditions determined by the U.S. Secretary of Labor to be fair and equitable to protect the interests of employees employed under this contract and to meet the employee protective requirements of 49 U.S.C.A 5333(b), and U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the letter of certification from the U.S. DOL to FTA applicable to the FTA Recipient's project from which Federal assistance is provided to support work on the underlying contract. The Contractor agrees to carry out that work in compliance with the conditions stated in that U.S. DOL letter. The requirements of this subsection (1), however,do not apply to any contract financed with Federal assistance provided by FTA either for projects for elderly individuals and individuals with disabilities authorized by 49 U.S.C. §5310(a)(2),or for projects for nonurbanized areas authorized by 49 U.S.C. § 5311. Alternate provisions for those projects are set forth in subsections(b)and (c)of this clause. (b)Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. §5310(a)(2)for Elderly Individuals and Individuals with Disabilities-If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5310(a)(2), and if the U.S. Secretary of Transportation has determined or determines in the future that the employee protective requirements of 49 U.S.C. § 5333(b) are necessary or appropriate for the state and the public body subrecipient for which work is performed on the underlying contract, the Contractor agrees to carry out the Project in compliance with the terms and conditions determined by the U.S. Secretary of Labor to meet the requirements of 49 U.S.C. §5333(b), U.S. DOL guidelines at 29 C.F.R. Part 215,and any amendments thereto. These terms and conditions are identified in the U.S. DOL's letter of certification to FTA, the date of which is set forth Grant Agreement or Cooperative Agreement with the state. The Contractor agrees to perform transit operations in connection with the underlying contract in compliance with the conditions stated in that U.S.DOL letter. (c)Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. § 5311 in Nonurbanized Areas- If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5311, the Contractor agrees to comply with the terms and conditions of the Special Warranty for the Nonurbanized Area Program agreed to by the U.S.Secretaries of Transportation and Labor, dated May 31, 1979,and the procedures implemented by U.S. DOL or any revision thereto. (2) The Contractor also agrees to include the any applicable requirements in each subcontract involving transit operations financed in whole or in part with Federal assistance provided by FTA. 19 _y. Packet Page-851- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 28. DISADVANTAGED BUSINESS ENTERPRISE Background and Applicability The newest version on the Department of Transportation's Disadvantaged Business Enterprise (DBE)program became effective July 16,2003. The rule provides guidance to grantees on the use of overall and contract goals, requirement to include DBE provisions in subcontracts, evaluating DBE participation where specific contract goals have been set, reporting requirements, and replacement of DBE subcontractors. Additionally, the DBE program dictates payment terms and conditions (including limitations on retainage) applicable to all subcontractors regardless of whether they are DBE firms or not. The DBE program applies to all DOT-assisted contracting activities. A formal clause such as that below must be included in all contracts above the micro-purchase level. The requirements of clause subsection b flow down to subcontracts. A substantial change to the payment provisions in this newest version of Part 26 concerns retainage (see section 26.29). Grantee choices concerning retainage should be reflected in the language choices in clause subsection d. Disadvantaged Business Enterprises a. This contract is subject to the requirements of Title 49, 49 Code of Federal Regulations, Part 26, Participation by Disadvantaged Enterprises in Department of Transportation Financial Assistance Programs. Collier Area Transit's goal for DBE participation is 2.580. b. A separate contract goal has not been established for this procurement. c. The contractor 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 this DOT-assisted contract. Failure by the contractor 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 Collier County deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph(see 49 CFR 26.13(b)). d. The successful bidder/offeror will be required to report its DBE participation obtained through race-neutral means throughout the period of performance. In order to comply with the provisions of 49 CFR 26, the bidder/offeror agrees to the following: • Bid Opportunity List-shall submit with all Requests for Proposals and Invitations For Bid. • Anticipated DBE Participation Statement—shall submit with all Requests for Proposals and Invitations For Bid. • DBE Directory — the bidder/offeror may use the online DBE directory, BizNet, www.bipincwebapos.com/biznetflorida/ to locate ready, willing, and able DBE's to perform sub- contractor work or sub-consultant work on USDOT assisted contracts. • Subcontractor Payment Report— shall submit monthly to comply with monitoring requirements of 49 CFR 26. e. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor's receipt of payment for that work from Collier County. In addition, the contractor is required to return any retainage payments to those subcontractors within thirty (30) days after the subcontractor's work related to this contract is satisfactorily completed. f. The contractor must promptly notify Collier County,whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of Collier County. 29. i RESERVED 1 20 (CrC: Packet Page-852- 4/14/2015 16. . Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 30. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION(FTA)TERMS (Applies to subcontracts) Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding,all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act,or refuse to comply with any(name of grantee)requests which would cause(name of grantee) to be in violation of the FTA terms and conditions. 31. DRUG AND ALCOHOL TESTING Introduction FTA's drug and alcohol rules, 49 CFR 655, respectively, are unique among the regulations issued by FTA. First, they require recipients to ensure that any entity performing a safety-sensitive function on the recipient's behalf (usually subrecipients and/or contractors)implement a complex drug and alcohol testing program that complies with Part 655. Second, the rules condition the receipt of certain kinds of FTA funding on the recipient's compliance with the rules; thus,the recipient is not in compliance with the rules unless every entity that performs a safety-sensitive function on the recipient's behalf is in compliance with the rules. Third, the rules do not specify how a recipient ensures that its subrecipients and/or contractors comply with them. Explanation of Model Contract Clauses: Collier County relies on the contractor to implement a drug and alcohol testing program that complies with 49 CFR 655, but retains the ability to monitor the contractor's testing program; thus, the recipient has less control over its compliance with the drug and alcohol testing rules than it does under option 1. The advantage of this approach is that it places the responsibility for complying with the rules on the entity that is actually performing the safety-sensitive function. Moreover, it reserves to the recipient the power to ensure that the contractor complies with the program. The disadvantage of Option 2 is that without adequate monitoring of the contractor's program,the recipient may find itself out of compliance with the rules. Drug and Alcohol Testing The contractor agrees to establish and implement a drug and alcohol testing program that complies with 49 CFR Part 655, produce any documentation necessary to establish its compliance with Part 655, and permit any authorized representative of the United States Department of Transportation or its operating administrations,the State Oversight Agency of(name of State), or the (insert name of grantee), to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Parts 655 and review the testing process. The contractor agrees further to certify annually its compliance with Part 655 before (insert date) and to submit the Management Information System (MIS) reports before (insert date before March 15) to (insert title and address of person responsible for receiving information). To certify compliance the contractor shall use the "Substance Abuse Certifications"in the"Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements,"which is published annually in the Federal Register. 32. ADA Access Access for Individuals with Disabilities. The Recipient agrees to comply with 49 U.S.C. § 5301(d), which states the Federal policy that elderly individuals and individuals with disabilities have the same right as other individuals to use public transportation services and facilities, and that special efforts shall be made in planning and designing those services and facilities to implement transportation accessibility rights for elderly individuals and individuals with disabilities.The Recipient also agrees to comply with all applicable provisions of section 504 of the Rehabilitation Act of 1973, as amended, with 29 U.S.C. § 794, which prohibits discrimination on the basis of disability; with the Americans with Disabilities Act of 1990(ADA),as amended, 42 U.S.C. §§ 12101 et seq.,which requires that accessible facilities and services be made available to individuals with disabilities;and with the Architectural Barriers Act of 1968, as amended, 42 U.S.C. §§ 4151 et seq., which requires that buildings and public accommodations be accessible to individuals with disabilities, and any subsequent amendments to these laws or other laws pertaining to access for individuals with disabilities to the extent applicable. 21 Packet Page-853- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 33. ITS Standards Section 5206(e)of the Transportation Equity Act for the 21st Century, Public Law 105-178,112 Stat.547,pertaining to conformance with the National Intelligent Transportation Systems Architecture and Standards. All ITS projects funded with Mass Transit Funds from the Highway Trust Funds shall use applicable ITS standards and interoperability tests that have been officially adopted through rulemaking by the United States Department of Transportation(US DOT). 34. ARRA SPECIAL TERMS AND CONDITIONS The American Recovery and Reinvestment Act of 2009, Pub. L. 111-5, (Recovery Act) was enacted to preserve and create jobs and promote economic recovery, assist those most impacted by the recession, provide investments needed to increase economic efficiency by spurring technological advances in science and health, invest in transportation, environmental protection, and other infrastructure that will provide long-term economic benefits, stabilize State and local government budgets, in order to minimize and avoid reductions in essential services and counterproductive State and local tax increases. The Contractor shall comply with all terms and conditions in the Recovery Act relating generally to governance, accountability,transparency,data collection and resources as specified in Act itself and as discussed below. Registration Section 1512 provides that first tier Contractors of ARRA funds must register with Central Contractor Registration database (CCR). CCR registration can be completed at http://www.ccr.gov. CCR registration must be completed before the first quarterly Section 1512 report is due. Federal reporting on projects funded by the Recovery Act,will require contractors to report their DUNS number. The DUNS number is issued by Dun and Bradstreet. If you do not know your DUNS number,visit www.dnb.com and click on"D&B D-U-N-S Number"to obtain a number. Compliance with American Recovery and Reinvestment Act of 2009: This project is subject to the criteria and conditions of the Recovery Act of 2009 and shall satisfy the federal reporting requirements for the project(s),through monthly reports,for both the contractor and subcontractors. The Contractor shall provide the required information on form(s) provided by the County in the timeframe indicated in the instructions and shall further include these reporting requirements in all subcontracts. Authority of the Comptroller General: Section 902 of the ARRA of 2009 provides the U.S.Comptroller General and his representatives the authority: (1)to examine any records of the Contractor or any of its subcontractors, or any State or Local agency administering such contract,that directly pertain to,and involve transactions relating to,the contract or subcontract;and (2) to interview any officer or employee of the Contractor or any of its subcontractors, or of any State or Local government agency administering the Contract, regarding such transactions. Accordingly, the Comptroller General and his representatives shall have the authority and rights as provided under Section 902 of the ARRA with respect to this Contract, which is funded with funds made available under the ARRA. Section 902 further states that nothing in this Section shall be interpreted to limit or restrict in any way any existing authority of the Comptroller General. 22 Packet Page-854- 4/14/2015 16.D.z. EXHIBIT B—GRANTING AGENCY FORMS D-3 :,.ij Packet Page -855- 4/14/2015 16.D.4. DISCLOSURE OF LOBBYING ACTIVITIES Approved by OMB Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352 0345-0046 (See reverse for public burden disclosure.) 1.Type of Federal Action: 2.Status of Federal Action: 3.Report Type: Lla.contract a. bid/offer/application a.initial filing b.grant b. initial award b. material change c,cooperative agreement c. post-award For Material Change Only: d. loan year quarter e. loan guarantee date of last report f. loan insurance 4.Name and Address of Reporting Entity: 5. If Reporting Entity in No.4 is a Subawardee,Enter Name D Prime ❑Subawardee and Address of Prime: Tier , if known: CH2M HILL Engineers,Inc. 5801 Pelican Bay Blvd.,Suite 505 Naples,FL 34108 Congressional District, if known: 4c Congressional District, if known: 6.Federal Department/Agency: 7.Federal Program Name/Description: CAT Program Engineering/Architectural Services RFP 14-6322 CFDA Number, if applicable: 8.Federal Action Number,if known: 9.Award Amount,if known: 10.a.Name and Address of Lobbying Registrant b.Individuals Performing Services (including address if (if individual,last name, first name,Ml): different from No. 10a) CH2M BILL has no lobbyist with Collier County (last name,first name,MI): N/A 11 Information requested through this lone Is authorized by Site 31 U.S.C. section Signature: •I � 1352. This disclosure of lobbying activities Is a material representation of fact upon which reliance was placed by the her above when this transaction was made Print Name: ill iatn D.Beddow,P.E. or entered Into. This csclosure Is required_pursuant to 31 U.S.C. 1352. This Information will be available tot publicinspection. Any person who tolls to file the Title: Vice President required disclosure shell be subject to a civil penally of not less than 510,000 and not more than 5100,070 for each such failure. Telephone No.: 239.596.1715 Date: 12/3/2014 Authorized for Local Reproduction Federal Use Only: Standard Form LLL(Rev.7-97) Packet Page-856- 4/14/2015 16.D/. COLLIER COUNTY Certification Regarding Debarment, Suspension,and Other Responsibility Matters Primary Covered Transactions (1) The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: (a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; (b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement,theft,forgery, bribery,falsification or destruction of records, making false statements, or receiving stolen property; (c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (I)(b) of this certification; and (d) Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local)terminated for cause or default. (2) Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Collier Area Transit(CAT)Program William D. Beddow.P.E. Engineering/Architectural Services Name Project Name Vice President RFP 14-6322 Title Project Number CH2M HILL Engineers,Inc. 32-100027 Firm Tax ID Number 5801 Pelican Bay Blvd.,Suite 505 #148227890 Street Address DUNS Number Naples,FL 34108 City, State, Zip IA) çi,;d) i°1) .3)/ Signa0e Date 03/04/2013•(2) 1 kr3" D Packet Page-857- 4;14/2015 Ie.,- .,-. COLLIER COUNTY ANTICIPATED DBE OR M/WBE PARTICIPATION STATEMENT DBE/MBE/W8E Status will be verified. Unverifable statuses will require the PRIME to either prolvde a revised statement or provide source documentation that validates a status. A PRIME VENDOR/CONTRACTOR INFORMATION 4 PRIME NAME PRIME FEID NUMBER CONTRACT DOLLAR AMOUNT CH2M HILL Engineers,Inc. 32-100027 TBD IS THE PRIME A FLORIDA-CERTIFIED DISADVANTAGED, IS THE ACTIVITY OF THIS CONTRACT... MINORITY OR WOMEN BUSINESS ENTERPRISE? DBE? Y N CONSTRUCTION? (DBE/MBE/WBE) OR HAVE A SMALL DISADVANTAGED BUSINESS 8A CERTIFICATION F ROM THE SmALL BUSINESS MBE? Y N CONSULTATION? ADMINISTRATION? WEE? Y N OTHER? SDB BA? Y N IS THIS SUBMISSION A REVISION? Y N IF YES,REVISION NUMBER B iF PRIME HAS SUBCONTRACTOR:!:1)R$11PPLIER!Wk10:.: D.BEI1OBE;;,•PRImrE:jt.:TtItOMPEOEIttj5.44ExT DBE M/WBE SUBCONTRACTOR OR SUPPLIER TYPE OF WORK OR ETHNICITY CODE SUB/SUPPLIER PERCENT OF CONTRACT NAME SPECIALTY (See Below) DOLLAR AMOUNT DOLLARS DBE M/WBE N/A DBE M/WBE DBE M/WBE DBE M/WBE DBE M/WBE DBE M/WBE TOTALS: C:<SECTION17•6:13EC01111PLETEIM3YiPRINIEiVENDOWCONT,RACTORili4l ; NAME OF SUBMITTER DATE TITLE OF SUBMITTER William Beddow,PE December 3,2014 Vice President EMAIL ADDRESS OF PRIME(SUBMITTER) TELEPHONE NUMBER FAX NUMBER Bill.Beddow@ch2m.com 239.596.1715 239.596.2579 NOTE:This information is used to track and report anticipated DBE or MBE participation in federally-funded contracts. The anticipated DBE or MBE amount is voluntary and will not become part of the contractual terms. This form must be submitted at time of response to a solicitation. If and when awarded a County contract,the prime will be asked to update the information for the grant compliance files. 171004}WIWONItOgIlig.W." AirrilW7gM.COPart**Y ' ;•••• • • Black American ,' • 'BA Hispanic American HA ••-• Native American •• •. NA • • • Subcont Asian American SAA . • .•• Asian-Pacific American • ',APA•• Non-Minority Women NMW • . Other:not of any.pthertiOuPUted 0 •'• • D SECTION TO BE COMPLETED BY ER CO DEPARTMENT NAME COLLIER CONTRACT#(IFB/RFP or P0/RED) FUNDING SOURCE ACCEPTED BY: DATE 7Th Z•I'vr Packet Page -858- 4/14/2015 16.D.4. COWER COUNTY GRANT COMPLIANCE FORM BID OPPORTUNITY LIST FOR COMMODITIES AND CONTRACTUAL SERVICES AND PROFESSIONAL CONSULTANT SERVICES It is the policy of Collier County that disadvantaged businesses and minority vendors,as defined in the Code of Federal Regulations(CFR)or Florida Statutes(FS),must have the opportunity to participate on contracts with federal and/or state grant assistance. Prime Contractor/Prime Consultant: CH2M HILL Engineers,Inc. Address and Phone Number: 5801 Pelican Bay Blvd.,Suite 505. Naples,FL 34108 Procurement Number/Advertisement Number: RFP 14-6322 The list below is intended to be a listing of firms that are,or attempting to,participate on the project numbered above. The list must include the firm bidding or quoting as prime,as well as subs and suppliers quoting for participation. Prime contractors and consultants must provide Information for Numbers 1,2,3,and 4;and,should provide any information they have for Numbers 5,6,7,and 8. This form must be submitted with the bid package. 1. Federal Tax ID Number: 32-100027 6. DBE 8. Annual Gross Receipts 2. Firm Name: CH2M HILL Engineers,Inc. © Non-DBE Less than$1 million 3. Phone Number: 239.596.1715 --Between$1-5 million 4, Address 5801 Pelican Bay Blvd.,Suite 505 --Between$5-10 million Naples,FL 34108 7.® Subcontractor Between$10-15 million Subconsultant X More than$15 million 5. Year Firm Established: 1946 1. Federal Tax ID Number: 65-0721059 6.■ DBE 8. Annual Gross Receipts 2. Firm Name: RWA,Inc ©' Non-DBE Less than$1 million 3. Phone Number: 239.597.0575 X Between$1-5 million 4. Address 6610 Willow Park Dr.Suite 200 Between$5-10 million Naples,FL 34109 7. Subcontractor Between$10-15 million El Subconsultant More than$15 million 5. Year Firm Established: 1997 1. Federal Tax ID Number: 65-0686746 6.■ DBE 8. Annual Gross Receipts 2. Firm Name: Forge Engineering,Inc. El Non-DBE Less than$1 million 3. Phone Number: 239.514.4100 X Between$1-5 million 4. Address 2224 Trade Center Way Between$5-10 million -.-Naples,FL 34109 7., Subcontractor Between$10-15 million Subconsultant More than$15 million 5. Year Firm Established: 1996 1. Federal Tax ID Number: 6._ DBE 8. Annual Gross Receipts 2. Firm Name: Earthview LLC X Non-DBE Less than$1 million 3. Phone Number: 239.434.5200 Between$1-5 million 4. Address 3894 Mannix Dr, Between$5-10 million Naples,FL 34114 7.■ Subcontractor Between$10-15 million Subconsultant More than$15 million 5. Year Firm Established: 2004 Packet Page-859- 4/14/2015 16.D.4. Collier County Acknowledgement of Terms, Conditions, and Grant Clauses Flow Down of Terms and Conditions from the Grant Agreement Subcontracts: If the vendor subcontracts any of the work required under this Agreement, a copy of the signed subcontract must be available to the Department for review and approval. The vendor agrees to include in the subcontract that (1) the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is bound by all applicable state and federal laws and regulations, and (iii)the subcontractor shall hold the Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. The recipient shall document in the quarterly report the subcontractor's progress in performing its work under this agreement. For each subcontract, the Recipient shall provide a written statement to the Department as to whether the subcontractor is a minority vendor as defined in Section 288.703, Fla, Stat. Grant Clauses On behalf of my firm, I acknowledge, and agree to perform all of the specifications and grant requirements identified in this solicitation document(s). Vendor/Contractor Name CH2M HILL Engineers,Inc. Date December 3,2014 Authorized Signature b' Address 5801 Pelican Bay Blvd.,Suite 505. Naples,FL 34108 Collier Area Transit(CAT)Program Solicitation Engineering/Architectural Services Contract# RFP 14-6322 { { 10/1/2012 Revision 2 1 Packet Page-860- CA 4/14/2015 15.2, COLLIER COUNTY Vendor Submittal—Conflict of Interest Certification RFP 14-6322 Collier County Solicitation No. I, _William J. Gramer (%/ ,, hereby certify that to the best of my knowledge, n: her I nor my spouse, dependent child,general partner, or any I_ organization for which I am serving as an officer, director,trustee, general partner or employee, or any person or organization with whom I am negotiating or have an arrangement concerning prospective employment has a financial interest in this matter. I further certify to the best of my knowledge that this matter will not affect the financial interests of any member of my household. Also, to the best of my knowledge, no member of my household; no relative with whom I have a close relationship; no one with whom my spouse, parent or dependent child has or seeks employment; and no organization with which I am seeking a business relationship nor which I now serve actively or have served within the last year are parties or represent a party to the matter. ,• I also acknowledge my responsibility to disclose the acquisition of any financial or personal interest as described above that would be affected by the matter, and to disclose any interest I, or anyone noted above, has in any person or organization that does become involved in, or is affected at a later date by, the conduct of this matter. William J. Gramer 4 r Name Signatur,.( V,P. Transportation 3/1/15 Position Date Privacy Act Statement Title I of the Ethics in Government Act of 1978 (5 U.S.C. App.), Executive Order 12674 and 5 CFR Part 2634, Subpart I require the reporting of this information.The primary use of the information on this form is for review by officials of The Justice Department to determine compliance with applicable federal conflict of interest laws and regulations.Additional disclosures of the information on this report may be made: (1)to a federal,state or local law enforcement agency if the Justice Department becomes aware of a violation or potential violation of law or regulations; (2)to a court or party in a court or federal administrative proceeding If the government is a party or in order to comply with a judge-issued subpoena; (3) to a source when necessary to obtain Information relevant to a conflict of interest investigation or decision; (4)to the National Archives and Records Administration or the General Services Administration in records management inspections; (5) to the Office of Management and Budget during legislative coordination on private relief legislation; and (6) in response to a request for discovery or for the appearance of a witness in a judicial or administrative proceeding, If the information is relevant to the subject matter. This confidential certification will not be disclosed to any requesting person unless authorized by law. See also the OGE/GOVT 2 executive branch-wide Privacy Act system of records. • Packet Page-861- 4/14/2015 16.D.4. COLLIER COUNTY Certification Regarding Drug-Free Workplace Requirements • The grantee certifies that it will provide a drug-free workplace by: (a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the grantee's workplace and specifying the actions that will be taken against employees for violation of such prohibition; (b) Establishing a drug free awareness program to inform employees about—(1) The dangers of drug abuse in the workplace; (2) The grantee's policy of maintaining a drug-free workplace; (3) Any available drug counseling, rehabilitation and employee assistance programs, and (4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace. (c) Making it a requirement that each employee to be engaged in the performance of the grant be given a copy of the statement required by paragraph (a); (d) Notifying the employee in the statement required by paragraph (a)that, as a condition of employment under the grant,the employee will— (1) Abide by the terms of the statement; and (2) Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after each conviction; (e) Notifying the agency within ten days after receiving notice under subparagraph (d)(2)from an employee or otherwise receiving actual notice of such conviction; (f) Taking one of the following actions,within 30 days of receiving notice under subparagraph (d)(2),with respect to any employee who is so convicted— (1) Taking appropriate personnel action against such an employee, up to and including termination;or (2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; (g) Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs(a), (b), (c), (d), (e)and(f). William D. Beddow Vice President Ce i i Qfcial Name Title )105461101) 3!212015 ignature Date (C Packet Page-862- 4/14/2015 16.D.'. Company ID Number:40635 Client Company ID Number: 123606 MEMORANDUM OF UNDERSTANDING BETWEEN THE DEPARTMENT OF HOMELAND SECURITY,SOCIAL SECURITY ADMINISTRATION, EMPLOYER,AND DESIGNATED AGENT REGARDING E-VERIFY ARTICLE I PURPOSE AND AUTHORITY This Memorandum of Understanding (MOU) sets forth the terms by which the Social Security Administration (SSA), and the Department of Homeland Security, U.S. Citizenship and Immigration Service (DHS-USCIS) will provide information through E-Verify on behalf of CH2M Hill Engineers, Inc. (Employer) in order to confirm the employment eligibility of all newly hired employees of CH2M Hill Engineers, Inc. (Employer) following completion of the Employment Eligibility Verification Form (Form I-9). Authority for E-Verify is found in Title IV, Subtitle A, of the Illegal Immigration Reform and Immigrant Responsibility Act of 1996(IIRIRA),Pub.L. 104-208, 110 Stat.3009 ARTICLE II FUNCTIONS TO BE PERFORMED A. RESPONSIBILITIES OF THE SSA 1. Upon completion of the Form I-9 by the employee and the Employer, and provided the Employer complies with the requirements of this MOU, SSA agrees to provide the Designated Agent on behalf of the Employer with available information that will allow the Employer to confirm the accuracy of Social Security Numbers provided by all newly hired employees and the employment authorization of some newly hired employees. 2. The SSA agrees to provide to the Designated Agent appropriate assistance with operational problems that may arise during the Employer's participation in E-Verify. The SSA agrees to provide the Designated Agent with names, titles, addresses, and telephone numbers of SSA representatives to be contacted during participation in E- Verify. 3. The SSA agrees to safeguard the information provided by the Employer through E- Verify procedures, and to limit access to such information, as is appropriate by law, to individuals responsible for the confirmation of Social Security Numbers and for evaluation of E-Verify or such other persons or entities who may be authorized by Revised:July 18,2007 Packet Page-863- 4/14/2015 Company ID Number: 40635 Client Company ID Number:123606 MEMORANDUM OF UNDERSTANDING BETWEEN THE DEPARTMENT OF HOMELAND SECURITY,SOCIAL SECURITY ADMINISTRATION, EMPLOYER,AND DESIGNATED AGENT REGARDING E-VERIFY the SSA as governed by the Privacy Act (5 U.S.C. § 552a), the Social Security Act (42 U.S.C. 1306(a)), and SSA regulations (20 CFR Part 401). 4. SSA agrees to establish a means of automated confirmation that is designed (in conjunction with the Department of Homeland Security's automated system if necessary) to provide confirmation or tentative nonconfirmation of employees' employment eligibility within 3 Federal.Government workdays of the initial inquiry. 5. SSA agrees to establish a means of secondary confirmation(including updating SSA records as may be necessary) for employees who contest SSA tentative nonconfirmations that is designed to provide final confirmation or nonconfirmation of the employees' employment eligibility within 10 Federal Government work days of the date of referral to SSA, unless it determines that more than 10 days may be necessary.In such cases, SSA will provide additional confirmation instructions. B. RESPONSIBILITIES OF THE DHS-USCIS 1. Upon completion of the Form 1-9 by the employee and the Employer, and completion by the Designated Agent of SSA confirmation procedures required prior to initiation of DHS-USCIS confirmation procedures,DHS-USCIS agrees to provide the Designated Agent on behalf of the Employer access to selected data from the DHS-USCIS' database to enable the Designated Agent to conduct automated confirmation checks on newly hired alien employees by electronic means. 2. DHS-USCIS agrees to provide to the Designated Agent appropriate assistance with operational problems that may arise during the Employer's participation in E-Verify. DHS-USCIS agrees to provide the Designated Agent names, titles, addresses, and telephone numbers of DHS-USCIS representatives to be contacted during participation in E-Verify, including one or more individuals in each DHS-USCIS district office covering an area in which the Employer hires employees covered by this MOU. 3. DHS-USCIS agrees to provide to the Employer, through the Designated Agent, E- Verify and the Designated Agent E-Verify User Manual containing instructions on E-Verify policies, procedures and requirements for both SSA and DHS-USCIS, including restrictions on use of E-Verify procedures. DHS-USCIS agrees to provide training materials on E-Verify. 2 Revised:July 18,2007 Packet Page-864- 4/14/2015 16.0.4. Company ID Number: 40635 Client Company ID Number: 123606 MEMORANDUM OF UNDERSTANDING BETWEEN THE DEPARTMENT OF HOMELAND SECURITY,SOCIAL SECURITY ADMINISTRATION, EMPLOYER,AND DESIGNATED AGENT REGARDING E-VERIFY 4. DHS-USCIS agrees to provide to the Employer, through the Designated Agent, a notice, which indicates the employer's participation in E-Verify. DHS-USCIS also agrees to provide to the Employer, through the Designated Agent, anti- discrimination notices issued by the Office of✓Special Counsel for Immigration- Related Unfair Employment Practices (OSC). Civil Rights Division, U.S. Department of Justice. 5. DHS-USCIS agrees to issue the Designated Agent a user identification number and password that will be used exclusively to access the confirmation system for the Employer. This user identification number and password will permit the Designated Agent, on behalf of the Employer, to verify information provided by newly hired employees. 6. DHS-USCIS agrees to safeguard the information provided to DHS-USCIS by the Employer, and to limit access to such information to individuals responsible for the confirmation of alien employment eligibility and for evaluation of E-Verify, or to such other persons or entities as may be authorized by applicable law. Information will be used only to verify the accuracy of Social Security Numbers and employment eligibility, to enforce the Immigration and Nationality Act (INA) and federal criminal laws,and to ensure accurate wage reports to the SSA. 7. DHS-USCIS agrees to establish a means of automated verification that is designed (in conjunction with SSA verification procedures) to provide confirmation or tentative nonconfirmation of employees' employment eligibility within 3 Federal Government workdays of the initial inquiry. 8. DHS-USCIS agrees to establish a means of secondary confirmation (including updating DHS-USCIS records as may be necessary) for employees who contest DHS-USCIS tentative nonconfirmations that is designed to provide final confirmation or nonconfirmation of the employees' employment eligibility within 10 Federal Government work days of the date of referral to DHS-USCIS, unless it determines that more than 10 days may be necessary. In such cases, DHS-USCIS will provide additional confirmation instructions. C. RESPONSIBILITIES OF'rrir:EMPLOYER 3 Revised:July 18,2007 Packet Page-865- 4/14/2015 16.D,4. Company ID Number:40635 Client Company ID Number: 123606 MEMORANDUM OF UNDERSTANDING BETWEEN THE DEPARTMENT OF HOMELAND SECURITY,SOCIAL SECURITY ADMINISTRATION, EMPLOYER,AND DESIGNATED AGENT REGARDING E-VERIFY I. The Employer agrees to display the notices, described in paragraph B.4 above, and provided by the Designated Agent and displays them in a prominent place that is clearly visible to prospective employees. 4 Revised:July 18,2007 Packet Page-866- 4/14/2015 Company ID Number: 40635 Client Company ID Number: 123606 MEMORANDUM OF UNDERSTANDING BETWEEN THE DEPARTMENT OF HOMELAND SECURITY,SOCIAL SECURITY ADMINISTRATION, EMPLOYER,AND DESIGNATED AGENT REGARDING E-VERIFY 2. The Employer agrees to provide to the SSA and the DHS-USCIS the names, titles, addresses, and telephone numbers of the Employer representatives to be contacted regarding E-Verify. 3. The Employer agrees to obtain the E-Verify Manual from the Designated Agent and become familiar with such manual. 4. The Employer agrees to comply with established Form I-9 procedures, with one exception: When an employee presents a "List B" identity document, the Employer agrees that it will only accept "List B" documents that contain a photograph. (List B documents identified in 8 C.F.R. § 274a.2(b)(1)(B)) can be presented during the Form I-9 process to establish identity.) 5. The Employer understands that participation in E-Verify does not exempt the Employer from the responsibility to complete, retain, and make available for inspection Forms 1-9 that relate to its employees, or from other requirements of applicable regulations or laws, except for the following modified requirements applicable by reason of the Employer's participation in E-Verify: (1) identity documents must have photographs, as described in paragraph 5 above; (2) a rebuttable presumption is established by section 403(b) of IIRIRA that the Employer has not violated section 274A(a)(I)(A) of the INA with respect to the hiring of any individual if it obtains confirmation of the identity and employment eligibility of the individual in compliance with the terms and conditions of E-Verify; (3) the Employer must notify the Department of Homeland Security if it continues to employ any employee after receiving a final nonconfirmation, and is subject to a civil money penalty between $500 and $1,000 for each failure to notify the Department of Homeland Security of continued employment following a final nonconfirmation; (4) the Employer is subject to a rebuttable presumption that it has knowingly employed an unauthorized alien in violation of section 274A(a)(l)(A) if the Employer continues to employ any employee after receiving a final nonconfirmation; and(5)no person or entity participating in E-Verify shall be civilly or criminally liable under any law for any action taken in good faith on information provided through the confirmation system. The Department of Homeland Security reserves the right to conduct Form 1-9 compliance inspections during participation in E-Verify. as well as to conduct any other enforcement activity authorized by law. 5 Revised:July 18,2007 Packet Page-867- 4/14/2015 16.D.4. Company ID Number:40635 Client Company ID Number: 123606 MEMORANDUM OF UNDERSTANDING BETWEEN THE DEPARTMENT OF HOMELAND SECURITY,SOCIAL SECURITY ADMINISTRATION, EMPLOYER,AND DESIGNATED AGENT REGARDING E-VERIFY 6. The Employer agrees to initiate E-Verify procedures within 3 Employer business days after each employee has been hired(but after both sections I and 2 of the Form 1-9 have been completed) and to complete as many steps (but only as many) of the E-Verify process as are necessary according to the E-Verify Manual. The Employer is prohibited from initiating verification procedures before the employee has been hired and the Form 1-9 completed. if the automated system to be queried is temporarily unavailable, the 3-day time period is extended until it is again operational in order to accommodate the Employer's attempting, in good faith, to make inquiries during the period of unavailability. In all cases, the Employer, through the Designated Agent, will use the SSA verification procedures first, and will use DHS-USCIS verification procedures only as directed by the SSA verification response. 7. The Employer agrees not to use E-Verify procedures for pre-employment screening of job applicants, support for any unlawful employment practice, or any other use not authorized by this MOU. The Employer will not verify selectively; it agrees to use E-Verify procedures for all new hires as long as this MOU is in effect. The Employer agrees not to use E-Verify procedures for reverification, or for employees hired before the date this MOU is in effect. The Employer understands that should the Employer use E-Verify procedures for any purpose other than as authorized by this MOU and by law, the Employer may be subject to appropriate legal action and the immediate termination of its access to SSA and DHS-USCIS information pursuant to this MOU. 8. The Employer agrees not to take any adverse action against an employee based upon the employee's employment eligibility status while SSA or DHS-USCIS is processing the verification request unless the Employer obtains knowledge (as defined in 8 C.F.R. § 274a.1(1)) that the employee is not work authorized. The Employer understands that an initial inability of the SSA or DHS-USCIS automated verification to verify work authorization, or a tentative nonconfirmation, does not mean and should not be interpreted as an indication that the employee is not work authorized. 9. The Employer agrees to comply with section 274B of the NA by not discriminating unlawfully against any individual in hiring, firing, or recruitment practices because of his or her national origin or, in the case of a protected individual as defined in 6 Revised:July 18,2007 Packet Page -868- 4/14/2015 16. ; Company ID Number: 40635 Client Company ID Number: 123606 MEMORANDUM OF UNDERSTANDING BETWEEN THE DEPARTMENT OF HOMELAND SECURITY,SOCIAL SECURITY ADMINISTRATION, EMPLOYER,AND DESIGNATED AGENT REGARDING E-VERIFY section 274B(a)(3) of the INA, because of his or her citizenship status. The Employer understands that such illegal practices can include discharging or refusing to hire eligible employees because of their foreign appearance or language, and that any violation of the unfair immigration-related employment practices provisions of the INA could subject the Employer to civil penalties pursuant to section 274B of the INA and the termination of its participation in E-Verify. If the Employer has any questions relating to the anti-discrimination provision, it should contact the Office of the Special Counsel for Immigration-Related Unfair Employment Practices, Civil Rights Division, U.S. Department of Justice at 1-800-255-7688 or 1-800-237-2515 (TDD). 10.The Employer agrees to record the case verification number on the employee's Form 1-9 or to attach a printout of the screen containing the case verification number to the employee's Form 1-9. 11.The Employer will refer individuals to SSA field offices only as directed by the automated system based on a tentative nonconfirmation,and only after the Employer records the case verification number, reviews the input to detect any transaction errors,and determines that the employee contests the tentative nonconfirmation.The Employer will resubmit the Social Security Number to SSA for verification again if this review indicates a need to do so. The Employer will determine whether the employee contests the tentative nonconfirmation as soon as possible after the Employer receives it. 12. If the employee contests an SSA tentative nonconfirmation, the Employer will provide the employee with a referral letter and instruct the employee to visit an SSA office to resolve the discrepancy within 8 Federal Government work days. The Employer, through the Designated Agent, will make a second inquiry to the SSA database using E-Verify procedures within 10 Federal Government workdays after the date of the referral in order to obtain confirmation,or final nonconfirmation. 13.The Employer agrees that it will use the information it receives from the SSA or DNS-USCIS through its Designated Agent pursuant to E-Verify and this MOU only to confirm the employment eligibility of newly-hired employees after completion of the Form 1-9.The Employer agrees that it will safeguard this information,and means of access to it (such as User ID and passwords) to ensure that it is not used for any other purpose and as necessary to protect its confidentiality, including ensuring that 7 Revised:July 18,2007 Packet Page-869- 4/14/2015 16.D.4. Company ID Number:40635 Client Company ID Number: 123606 MEMORANDUM OF UNDERSTANDING BETWEEN THE DEPARTMENT OF HOMELAND SECURITY,SOCIAL SECURITY ADMINISTRATION, EMPLOYER,AND DESIGNATED AGENT REGARDING E-VERIFY it is not disseminated to any person other than employees of the Employer who need it to perform the Employer's responsibilities under this MOU. 14. The Employer acknowledges that the information which it receives from SSA through its Designated Agent is governed by the Privacy Act(5 U.S.C. § 552a(i)(1) and (3)) and the Social Security Act (42 U.S.C. 1306(a)), and that any person who obtains this information under false pretenses or uses it for any purpose other than as provided for in this MOU may be subject to civil or criminal penalties. 15. The Employer agrees not to ask the employee to obtain a printout from the Social Security Number database (the Numident) or other written verification of the Social Security Number from the SSA other than the Social Security Number Card. 16.The Employer agrees to refer individuals to the DHS only when the response received from the DHS automated confirmation process indicates a tentative nonconfirmation, and the employee contests the tentative nonconfirmation, The Employer will determine whether the employee contests the tentative nonconfirmation as soon as possible after the Employer receives it. 17. If the Employer receives a tentative nonconfirmation from the DHS-USCIS, the Employer will record the case verification number and date on the Fora.1-9 or print the screen showing the case verification number and attach the printout to the Form I-9, determine whether the employee contests the tentative nonconfirmation, and instruct an employee who contests to contact the DHS-USCIS to resolve the discrepancy within 8 Federal Government work days, using E-Verify procedures. The DHS-USCIS will electronically transmit the result of the referral to the Employer within 10 Federal Government workdays of the referral. 18.The Employer agrees to allow DHS and SSA, or their authorized agents or designees, to make periodic visits to the Employer for the purpose of reviewing E- Verify-related records, i.e., Forms I-9, SSA and DHS confirmation records, which were created during the Employer's participation in E-Verify. In addition, for the purpose of evaluating E-Verify, the Employer agrees to allow DHS and SSA or their authorized agents or designees, to interview the Employer, employees handling the program, and employees hired during participation in E-Verify concerning their experience with the pilot, and to make employment and E-Verify-related records available to DHS and the SSA,or their designated agents or designees. 8 Revised:July 18,2007 Packet Page-870- 4/14/2015 16.D.4. Company ID Number: 40635 Client Company ID Number: 123606 MEMORANDUM OF UNDERSTANDING BETWEEN THE DEPARTMENT OF HOMELAND SECURITY,SOCIAL SECURITY ADMINISTRATION, EMPLOYER,AND DESIGNATED AGENT REGARDING E-VERIFY D. RESPONSIBILITIES OF THE DESIGNATED AGENT I. The Designated Agent agrees to provide to the SSA and the DHS-USCIS the names, titles, addresses, and telephone numbers of the Designated Agent representatives who will be accessing information under E-Verify. 2. The Designated Agent agrees to become familiar with and comply with the E-Verify Manual and provide a copy of the manual to the Employer so that the Employer can become familiar with and comply with E-Verify policy and procedures. 3. The Designated Agent agrees that all Designated Agent Representatives performing employment verification queries will complete the E-Verify Web-Based Tutorial. 4. The Designated Agent agrees to obtain the necessary equipment to utilize E-Verify. t•—•■ 5. The Designated Agent agrees to provide the Employer with the notices described in paragraph B.4. above. 6. The Designated Agent agrees to initiate E-Verify procedures on behalf of the Employer in accordance with the E-Verify Manual and E-Verify Web-Based Tutorial. The Designated Agent will query the automated system using information provided by the Employer and will immediately communicate the response back to the Employer. If the automated system to be queried is temporarily unavailable,the 3-day time period is extended until it is again operational in order to accommodate the Designated Agent's attempting, in good faith, to make inquiries on behalf of the Employer during the period of unavailability. In all cases,the Designated Agent will use the SSA confirmation procedures first, and will use DHS-USCJS confirmation procedures only as directed by the SSA confirmation response. 7. The Designated Agent agrees to allow DHS and SSA, or their authorized agents or designees, to make periodic visits to the Designated Agent for the purpose of reviewing E-Verify -related records, i.e., Forms I-9, and DHS confirmation records, that were created during the Designated Agent's participation in E-Verify. In addition, for the purpose of evaluating E-Verify, the Designated Agent agrees to allow DHS and SSA or their authorized agents or designees, to interview the Designated Agent and employees handling the program concerning their experience 9 Revised:July 18,2007 Packet Page-871- 4/14/2015 16.D.4. Company ID Number:40635 Client Company ID Number: 123606 MEMORANDUM OF UNDERSTANDING BETWEEN THE DEPARTMENT OF HOMELAND SECURITY,SOCIAL SECURITY ADMINISTRATION, EMPLOYER,AND DESIGNATED AGENT REGARDING E-VERIFY with the pilot, and to make E-Verify-related records available to DHS and the SSA, or their designated agents or designees. E. POINTS OF CONTACT: You may call E-Verify toll free at I-888-464-4218,or write to: U.S.Citizenship and Immigration Services Verification Division 470 L'Enfant Plaza,SW Washington,DC 20024 F. OTHER PROVISIONS. 1. Nothing in this agreement shall be construed to supersede, conflict, or modify the employer's responsibilities under section 274A of the INA not to employ unauthorized aliens or to hire individuals without verifying identity and employment eligibility on Form 1-9. 2. Nothing in this Agreement is intended to conflict with current law or regulation or the directives of the DI-IS-USCIS or SSA. If a term of this agreement is inconsistent with such authority, then that term shall be invalid, but the remaining terms and conditions of this agreement shall remain in full force and effect. 3. Each party shall be solely responsible for defending any claim or action against it arising out of or related to E-Verify or this MOU, whether civil or criminal, and for any liability there from, including, but not limited to, any dispute between the Employer and any other person or entity regarding the applicability of Section 403(d)of IIRIRA to any action taken or allegedly taken by the Employer. 4. Each party understands that some or all SSA and DHS-USCIS responsibilities under this MOU may be performed by contractor(s). to Revised:July 18,2007 Packet Page-872- 4/14/2015 16.E . Company ID Number:40635 Client Company ID Number: 123606 MEMORANDUM OF UNDERSTANDING BETWEEN THE DEPARTMENT OF HOMELAND SECURITY,SOCIAL SECURITY ADMINISTRATION, EMPLOYER,AND DESIGNATED AGENT REGARDING E-VERIFY 5. Each party understands that the fact of its participation in E-Verify is not confidential information and may be disclosed as authorized or required by law and USCIS or SSA policy, including but not limited to, Congressional oversight, E- Verify publicity and media inquiries,and responses to inquiries under the Freedom of Information Act(FOI.4). G. EFFECTIVE DATE. The terms of this agreement will become effective upon the signature of all parties, and shall continue in effect for as long as the SSA and the DHS-USCIS administer E-Verify. H. MODIFICATION. This agreement may be modified upon the mutual written consent of all parties. I. TERMINATION. This agreement may be terminated by any party upon 30 days prior written notice to the others. Termination by any party shall terminate the MOU as to all parties. ■••• The SSA or the DHS-USCIS may terminate this MOU without prior notice if deemed necessary because of the requirements of law or policy, or upon a determination by SSA or the DHS- USCIS that there has been a breach of system integrity or security by CH2M Hill Engineers, Inc. (Employer), or LawLogix Group, Inc. (Designated Agent) or a failure on the part of CH2M Hill Engineers, Inc. (Employer) or LawLogix Group, Inc. (Designated Agent) to comply with established procedures or legal requirements. The foregoing constitutes the sole and complete agreement on this subject between the SSA,the DHS-USCIS,the Employer,and the Designated Agent. CH2M Hill Engineers,Inc. (Employer) hereby designates and appoints LawLogix Group,Inc. (Designated Agent). including its officers and employees, as the Designated Agent for the purpose of carrying out CH2M Hill Engineers, Inc.(Employer)responsibilities under the MOU between the Employer, the Designated Agent, the Social Security Administration and the Department of Homeland Security, U.S. Citizenship and Immigration Services. 11 Revised:July 18,2007 �. Packet Page-873- 4/14/2015 16.D.4. Company ID Number:40635 Client Company ID Number: 123606 MEMORANDUM OF UNDERSTANDING BETWEEN THE DEPARTMENT OF HOMELAND SECURITY,SOCIAL SECURITY ADMINISTRATION, EMPLOYER,AND DESIGNATED AGENT REGARDING E-VERIFY The individuals whose signatures appear below represent that they are authorized to enter into this MOU on behalf of the Employer,the Designated Agent and the DHS-USCIS respectively. APPROVED BY: Em ployer CH2M Hill Engineers.Inc. Ca alt;r2 L .afes E-re rf'A; Form compliance' 6-0rd r?‘ 141-6 Name(Ple`ae type or print) Title CO.A.- Ul' ` ° rte. a —r Signature (, Date Designated Agent awLogix Group,Inc. Ronnie Ho Name(Please type or print) Title Electronically Signed 05/30/2008 Signature Date Department of Homeland Security-Verification Division USCIS Verification Division Name (Please type or print) Title Electronically Signed 05/01/2008 Signature Date 12 Revised:July 18,2007 Packet Page-874- 4/14/2015 16.D.' . Company ID Number:40635 Client Company ID Number: 123606 MEMORANDUM OF UNDERSTANDING BETWEEN THE DEPARTMENT OF HOMELAND SECURITY,SOCIAL SECURITY ADMINISTRATION, EMPLOYER,AND DESIGNATED AGENT REGARDING E-VERIFY INFORMATION REQUIRED FOR THE E-VERIFY DESIGNATED AGENT PROGRAM Information relating to Employer's Company: Company Name: CH2M Hill Engineers,Inc. Company Facility Address: 1500 International Drive Spartanburg,SC 29303 County or Parish: SPARTANBURG Employer Identification Number. 320100027 ■0"\ North American Industry Classification Systems Code: 541 Parent Company: 1,000 to Number of Employees: 2,499 13 Revised:July 18,2007 Packet Page-875- System for Award Management 4/14/2015 16.D.4. Wew assistance for Search Resuts Search Results Current Search Terms: Ch2M* Hill* engineers* Notice:This printed document represents only the first page of your SAM search mutts.More results may be available.To Glossary print your complete search moults,you an download the PDF and Print it. fie records found for currant march. search BOAS Entity Exclusion Swish Filters By Record Status By Functional Area-Entity Management • By Functional Area- Performance Information SAM i system for Maud Management l.0 IBM vl.P.27.20150327-1711 Note to ail Users:This is a Federal Goverment computer system.Use of this III 1sA. V system constitutes consent to mXon g at all tines. "" m Packet Page-876- https://www.sam.gov/portal/SAM/?navigatiouai�hai.�z Err INo_rOOABXdcACJgYXZhec5m... 4/1/2015 Detail by Entity Name 4/14/2015 lb._ , . FLORIDA DEPARTMENT OF STATE DivIsiJ\ or CORPORATIONS - ;, tr -_ Detail by Entity Name Foreign Profit Corporation CH2M HILL ENGINEERS, INC. Filing Information Document Number F04000000108 FEI/EIN Number 320100027 Date Filed 01/07/2004 State DE Status ACTIVE Last Event NAME CHANGE AMENDMENT Event Date Filed 08/29/2007 Event Effective Date NONE Principal Address 9127 S. JAMAICA STREET ENGLEWOOD, CO 80112 Changed: 03/17/2009 Mailing Address 9191 S. JAMAICA ST. ATTN: TAX ENGLEWOOD, CO 80112 Changed: 04/27/2009 Registered Agent Name&Address C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND RD PLANTATION, FL 33324 Name Changed: 02/28/2007 Address Changed: 02/28/2007 Officer/Director Detail Name &Address Title P/D SZOMJASSY, MICHAEL A Packet Page-877- http://search.sunbiz.organ quiry/Corporatioin ear=bearcnxesultDetail?inquirytype=Entity... 3/31/2015 Detail by Entity Name 4/14/2015 16.:2.4. 1000 ABERNATHY RD., #1600 ATLANTA, GA 30328 Title Director, SVP BERRA, ROB 14701 ST. MARY'S LN.,#300 HOUSTON, TX 77079 Title SVP BAILEY, ROBERT W 225 E. ROBINSON ST., #505 ORLANDO, FL 32801 Title SEC HILTY, SARAH K 9191 S JAMAICA ST ENGLEWOOD, CO 80112 Title VP/TRES MATHEWS, STEVEN 9191 S. JAMAICA ST. • ENGLEWOOD, CO 80112 Title VP BAUER-MARTINEZ, JOHN 9191 S. JAMAICA ST. ENGLEWOOD, CO 80112 Title Director MCINTYRE, GREGORY T 9191 S. JAMAICA ST. ENGLEWOOD, CO 80112 Title VICE PRESIDENT POWELL, WILLIAM M 10123 ALLIANCE RD.,#300 CINCINNATI, OH 45242 Annual Reports Report Year Filed Date 2013 02/15/2013 2014 04/17/2014 2014 10/22/2014 Document Images Packet Page-878- http://search.sunbiz.org/Inquiry/Corporation3earcni�e-arcnxesultDetail?inquirytype=Entity... 3/31/2015 Detail by Entity Karne 4/14/2015 16.D.4. 10/22/2014--AMENDED ANNUAL REPORT View image in PDF format 04/17/2014—ANNUAL REPORT View image in PDF format I 04/22/2013--AMENDED ANNUAL REPORT View image in PDF format 02/15/2013--ANNUAL REPORT View image in PDF format 04/18/2012--ANNUAL REPORT View image in PDF format 04/25/2011 --ANNUAL REPORT View image in PDF format 04/08/2010--ANNUAL REPORT View image in PDF format 04/27/2009--ANNUAL REPORT View image in PDF format 04/23/2008--ANNUAL REPORT View image in PDF format 08/29/2007-- Name Change View image in PDF format 05/04/2007--ANNUAL REPORT View image in PDF format 02/28/2007-- Reg. Agent Change View image in PDF format 04/27/2006--ANNUAL REPORT View image in PDF format 03/28/2005--ANNUAL REPORT View image in PDF format 01/07/2004 -- Foreign Profit View image in PDF format Coovrioht 0 and Privacy Policies State of Florida,Department of State http://search.sunbiz.org/Inquiry/Corporation Packet Page -879-tltDetail?inquirytype=Entity... 3/31/2015 4/14/2015 16.D.4. AlthouseTammy From: TeachScott Sent: Thursday, March 12,2015 4:14 PM To: AlthouseTammy Subject: FW: RLS-Contracts 14-6322 Engineering Architectural Services Granted Funded Attachments: Contract 14-6322 Atkins bb 3 12 15 FINAL.pdf; Contract 14-6322 CH2M Hill bb 3 12 15 FINAL.pdf; Contract 14-6322 Hole Montes bb 3 10 15 FINAL.pdf; 14-6322 Solicitation.doc; RLS for contract pre-review.doc Tammy, Please set this up as an RLS for assignment. Thanks. Scott R.Teach Deputy County Attorney Collier County, Florida Tel: (239) 252-840D Fax: (239)252-6300 Office of the County Attorney, 3299 East Tamiami Trail,Suite 800, Naples. FL 34112 From HerreraSandra Sent:Thursday, March 12,2015 3:54 PM o:TeachScott Cc: AlthouseTammy; BrilhartBrenda; Crouchiason; DeLeonDiana Subject: RLS-Contracts 14-6322 Engineering Architectural Services Granted Funded Scott, Attached for your review and approval are 3 grant fixed term professional service agreements. Also,attached is the solicitation. Thank you. Sandra Herrera,AirP Procurement Manaaer-Contract Administration Collier County Procurement Services Department 3327 Tamiami Trail East Naples, Florida 34112 Telephone: (239)252-4270 Facsimile:(239)252-6549 sandraherrerota rot#ier ot.net i kC� Packet Page-880- 4/14/2015 16.D.4. Contract#14-6322 "CAT Program Engineering/Architectural Services" FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this day of 2015, by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY" or "OWNER') and Hole Montes, Inc., authorized to do business in the State of Florida, whose business address is 6200 Whiskey Creek Drive, Ft. Myers, FL 33919 (hereinafter referred to as the"CONSULTANT"). WITNESSETH: WHEREAS, it is in the best interests of OWNER to be able to obtain professional CONSULTANT Engineering and Architectural services expeditiously when a need arises in connection with a Collier County project; and WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act), makes provisions for a fixed term contract with a firm to provide professional services to a political subdivision, such as the County; and WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional CONSULTANT Engineering and Architectural services on a fixed term basis as directed by OWNER for such projects and tasks as may be required from time to time by OWNER. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: Packet Page-881- 4/14/2015 1,5.2'.4. ARTICLE 1 CONSULTANT'S RESPONSIBILITY 1.1 From time to time upon the written request or direction of OWNER as hereinafter provided, CONSULTANT shall provide to OWNER professional Engineering and Architectural services (hereinafter the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services, which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in writing by the Board of County Commissioners Work order assignments under this contract shall be made in accordance with the Purchasing Ordinance No. 2013-69 approved by the Board of County Commissions December 10, 2013, and as follows: • For work anticipated to be less than $100,000: the Department may select any firm from the contracted firms, request proposals from all firms on contract in accordance with the current work order distribution procedures, or conduct a separate solicitation. • For work anticipated to be over $100,000 and up to $200,000: the Department may, at their discretion, use the firm in the next rotation order, request a waiver of rotation, request proposals from all firms on contract in accordance with current work order distribution procedures or conduct a separate solicitation. 2 Packet Page-882- 4/14/2015 16.u.4. 1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order. CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and OWNER shall have no liability for such Services. 1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services and if both parties are in agreement therewith, they shall jointly execute the Work Order. 1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by OWNER and that OWNER does not represent or guarantee unto CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this Agreement or any Work Order, or to obligate OWNER in any manner or way. 1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 3 0.77 Packet Page-883- 4/14/2015 16.D.4. 1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional Services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified personnel to provide such Services to OWNER. 1.5 CONSULTANT hereby designates Robert Murray as its Principal in Charge (hereinafter referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 4 ) Packet Page-884- 4/14/2015 16._ 1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform any of the Services pursuant to the requirements of this Agreement or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. The CONSULTANT represents to the OWNER that it has expertise and experience in the type of professional Architectural & Engineering services that will be required under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119 (including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(d) and (3)) as follows: (2) In addition to other contract requirements provided by law, each public agency contract for services must include a provision that requires the contractor to comply with public records laws, specifically to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 5 Packet Page-885- 4/14/2015 16.D.4. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. (3) If a contractor does not comply with a public records request, the public agency shall enforce the contract provisions in accordance with the contract. 1.7 In the event of any conflicts in these requirements, the CONSULTANT shall notify the OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding resolution of each such conflict. OWNER'S approval of any design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful completion of the Services required under the subject Work Order. 1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to Consultant's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the County reserves the right to make sole determination regarding deductions. After notification of deficiency, if the Consultant fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the Consultant. The County may also deduct or charge the Consultant for services and/or items necessary to correct the deficiencies directly related to the Consultant's non-performance whether or not the County obtained substitute performance. 6 Packet Page-886- 4/14/2015 16.D 1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or ^ organization, without OWNER'S prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas. 1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic) GPS Network as provided by OWNER. Information layers shall have common naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement- EOP, etc), and adhere to industry standard CAD specifications. ARTICLE 2 ADDITIONAL SERVICES OF CONSULTANT 2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in OWNER'S Purchasing Ordinance and ^ 7 �. Packet Page-887- 4/14/2015 16.D.4. Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. OWNER will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 2.2 If OWNER determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. ARTICLE 3 OWNER'S RESPONSIBILITIES 3.1 For each Work Order, OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the Services to be rendered under the Work Order (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not 8 ' Packet Page-888- 4/14/2015 16.D.4. authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: (a) The scope of Services to be provided and performed by the CONSULTANT as set forth in the Work Order; (b) The time the CONSULTANT is obligated to commence and complete all such Services as set forth in the Work Order; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2 The Project Manager shall: (a) Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; (b) Provide all criteria and information requested by CONSULTANT as to OWNER'S requirements for the Services specified in the Work Order, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; (c) Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT'S disposal all available information in the OWNER'S possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; (d) Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and (e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the OWNER with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE 4 TIME 4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. 9 '4 Packet Page -889- 4/14/2015 16.D.4. 4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services from any cause whatsoever, including those for which OWNER may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S performance is or will shortly be back on schedule. 10 Packet Page-890- 4/14/2015 16.D.4. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any other damages hereunder. 4.6 The period of service shall be from the date of execution of this Agreement through one (1) year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. This Agreement may be renewed for an additional three (3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both parties. ARTICLE 5 COMPENSATION 5.1 Compensation and the manner of payment of such compensation by the OWNER for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work Order, a comprehensive and itemized statement of charges for the Services performed and rendered by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if any). 5.2 The compensation contained in each separate Work Order shall be based on the proposed negotiable lump sum, not to exceed (hourly rates are set forth and identified in Schedule B which is 11 Packet Page -891- 4/14/2015 16.D.4. attached hereto), for the Tasks reasonably completed by CONSULTANT'S personnel in performing the Services. 5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below. 5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as follows: 5.2.2.1. Expenses of transportation and living when traveling in connection with each Work Order, except for local travel within Collier or Lee Counties, as provided .-. in Section 112.061, F.S., and all Contract-related mileage for trips that are from/to destinations outside of Collier or Lee Counties approved by OWNER. 5.2.2.2 Expenses for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications, including duplicate sets at the completion of each Work Order for the OWNER'S review and approval. 5.2.2.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. 5.2.2.4. Expense of models for the OWNER'S use. 5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 5.2.2.6 Other items on request and approved in writing by the OWNER. 12 , Packet Page-892- 4/14/2015 15. 5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of the aforesaid reimbursable expenses with a "not to exceed" amount, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. 5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to OWNER for the "not to exceed" amount of reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to OWNER based on CONSULTANT'S good faith analysis. 5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. 5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by OWNER. 5.6.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non- 13 , Packet Page-893- `�; 4/14/2015 16.: . :. payment under the legal doctrine of"[aches"as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. 5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. ARTICLE 6 OWNERSHIP OF DOCUMENTS 6.1 Upon the completion or termination of each Work Order, as directed by OWNER, CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings, notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own expense, may retain copies of the Project Documents for its files and internal use. 6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive, irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project Documents to complete the subject project or task following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. CONSULTANT also acknowledges OWNER may be making Project Documents available for review and information to various third parties and hereby consents to such use by OWNER. 14 Packet Page-894- 4/14/2015 16.D . ARTICLE 7 MAINTENANCE OF RECORDS 7.1 CONSULTANT will keep adequate records and supporting documentation which concern or reflect the Services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Work Order is completed, whichever is later, or such later date as may be required by law. OWNER, or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. 7.2 The records specified above in paragraph 7.1 include accurate time records, which CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each principal and employee of CONSULTANT in performing the Services and therein specifying the services performed by each, with all such time records to be kept within one-half of an hour. At the request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or payment of any reimbursable expenses. ARTICLE 8 INDEMNIFICATION 8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by 15 Packet Page-895- 4/14/2015 16.D.4. the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. ARTICLE 9 INSURANCE 9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts described herein and further set forth in Schedule C to this Agreement. 9.2 All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3 All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Government, Collier County, Florida, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests provisions. 9.3.2 Companies issuing the insurance policy or policies shall have no recourse against OWNER for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 16 Packet Page-896- 4/14/2015 16.D.4. 9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self- insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER. 9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by OWNER, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1 The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. 9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. ARTICLE 10 SERVICES BY CONSULTANT'S OWN STAFF 10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff, unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of 17 Packet Page-897- 4/14/2015 16. A. the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall, however, be construed as constituting an agreement between the OWNER and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the OWNER beyond such as may then otherwise exist without regard to this Agreement. 10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order, Such personnel shall be committed to the project or task specified in the Work Order in accordance with the percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without OWNER'S prior written consent. 10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall 18 Packet Page-898- 4/14/2015 16.D.4. require each subconsultant or subcontractor to enter into similar agreements with its sub- subconsultants or sub-subcontractors. 10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between OWNER and any subconsultant or subcontractor. ARTICLE 11 WAIVER OF CLAIMS 11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of the Work Order or otherwise related to those Services, and n except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of OWNER'S rights against CONSULTANT. ARTICLE 12 TERMINATION OR SUSPENSION 12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of •^ 19 Packet Page-899- 4/14/2015 16.D.4. termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 12.2 CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT'S failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals, officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.3 lf, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in 20 =. Packet Page-900- 4/14/2015 16.L./.4. whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or under its control arising out of or relating to this Agreement or any Work Orders. 12.6 The OWNER shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving OWNER a second fourteen (14) '. days written notice of CONSULTANT'S intention to stop performance under the applicable Work 21 Packet Page-901- 4/14/2015 16.D.4. Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and recover from the Owner payment for Services performed through the termination date, but in no event shall CONSULTANT be entitled to payment for Services not performed or any other damages from Owner. ARTICLE 13 TRUTH IN NEGOTIATION REPRESENTATIONS 13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement or any subsequent Work Order. 13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule D, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, or non-current wage rates and other 22 Packet Page-902- 4/14/2015 16.D.-, factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order. ARTICLE 14 CONFLICT OF INTEREST 14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of Services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those Services. ARTICLE 15 MODIFICATION 15.1 No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. ARTICLE 16 NOTICES AND ADDRESS OF RECORD 16.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S address of record: Board of County Commissioners: Collier County Florida Procurement Services Department 3327 Tamiami Trail East Naples, FL 34112 Telephone: 239-252-8407 Fax: 239-252-6480 Attention: Joanne Markiewicz, Director, Procurement Services 23 r^ Packet Page-903- 4/14/2015 16.D.4. 16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANTS address of record: Hole Montes, Inc. 6200 Whiskey Creek Drive Ft. Myers, FL 33919 Telephone: 239-985-1200 Fax: 239-254-2098 Attn: Robert Murray, Senior Vice President 16.3 Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE 17 MISCELLANEOUS 17.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and assume towards OWNER a duty of the highest trust, confidence, and fair dealing. 17.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3 This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of OWNER. 17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shalt not be construed to be a modification of the terms of this Agreement. 24 (75)Packet Page -904- 4/14/2015 16.v: 17.5 The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6 This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7 Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. Further, The CONSULTANT agrees that any Work Order that extends beyond the expiration date of this Agreement will survive and remain subject to the terms and conditions of this Agreement until the completion or termination of the Work Order. 17.8 This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 17.9 Order of Precedence: In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Request for Proposal, the Contractor's Proposal and/or the County's Board approved Executive Summary, the Contract Documents shall take precedence. Except the terms of any Grant Supplemental Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Grant Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the Contractor at Owner's discretion. 25 Packet Page-905- I 4/14/2015 16.0.4. 17.10 The terms and conditions of the following Schedules and Exhibits attached hereto are by this reference incorporated herein: Schedule A WORK ORDER FORM Schedule B RATE SCHEDULE Schedule C INSURANCE COVERAGE Schedule D TRUTH IN NEGOTIATION CERTIFICATE Exhibit A GRANTING AGENCY PROVISIONS Exhibit B GRANTING AGENCY FORMS ARTICLE 18 APPLICABLE LAW 18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to Services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 19 SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D. CONSULTANT'S compensation as set 26 Packet Page-906- 4/14/2015 16.D.4. forth in each subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "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, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies 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 s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE 20 DISPUTE RESOLUTION 20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make the presentation of any settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision-making authority and by OWNER'S staff person who would make 27 Packet Page-907- 4/14/2015 16.D.4. the presentation of any settlement reached at mediation to OWNER'S board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE 21 IMMIGRATION LAW COMPLIANCE 21.1 By executing and entering into this agreement, the Consultant is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the Consultant to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this agreement immediately. ARTICLE 22 CONTRACT DOCUMENTS. The Contract Documents consist of this Agreement, the Exhibits described within, the solicitation and any duly executed and issued addenda, Change Orders, Work Directive Changes, Field Orders and amendments relating thereto. All of the foregoing Contract Documents are incorporated by reference and made a part of this Agreement (all of said documents including the Agreement sometimes being referred to herein as the "Contract Documents" and sometimes as the "Agreement" and sometimes as the "Contract). 28 Packet Page-908- 4/14/2015 16.L .4. ARTICLE 23 DRUG FREE WORKPLACE Drug-Free Work Place: The Contractor has implemented a drug-free workplace program and will continue to enforce such program for the duration of resultant agreement. A drug-free workplace program includes: i. A published 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. ii. Employee information about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, employee assistance programs and the penalties that may be imposed upon employees for drug abuse violations. iii. Providing each employee engaged in delivering the commodities or contractual services that are under this bid or proposal a copy of the statement specified in Paragraph 1. iv. Notifying the employees that, as a condition of working on the commodities or contractual services that are under this bid or proposal that they will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contender to, any violation of Chapter 893 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. v. 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, by any employee who is so convicted. vi. Make a good faith effort to continue to maintain a drug-free workplace through implementation of Paragraphs i. through v. above. ARTICLE 24 VENDOR PERFORMANCE EVALUATION The County has implemented a Vendor Performance Evaluation System for all contracts awarded in excess of$25,000. To this end, vendors will be evaluated on their performance upon completion/termination of this Agreement. 29 ', Packet Page-909- 4/14/2015 16.D.4. IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for 14-6322 CAT Program Engineering /Architectural Services the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Dwight E. Brock, Clerk By: Date: By: Tim Nance, Chairman Approved as to Form and Legality Asststafft County Attorney Hole Montes, Inc. By: Witness Typed Name and Title Typed Name and Title Witness Typed Name and Title 30 Packet Page -910- 4/14/2015 16.C, SCHEDULE A WORK ORDER# Agreement for CAT Program Engineering/Architectural Services, Dated: , 20 (RFP/Bid 14-6322) This Work Order is for professional Engineering &Architectural services for work known as: Project Name: Project No: The work is specified in the proposal dated , 20 which is attached hereto and made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above, Work Order# is assigned to: name of firm. Scope of Work: As detailed in the attached proposal and the following: * Task I - * Task II - * Task III Schedule of Work: Complete work within days from receipt of the Notice to Proceed which is accompanying this Work Order. Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance with the following method(s): Negotiated Lump Sum (NLS) Reimbursable Expenses (Not to Exceed) Cost Plus Fixed Fee (CPFF), as provided in the attached proposal. (Define which method will be used for which tasks.) Task I $ Task II $ Task III $ TOTAL FEE $ Any change made subsequent to final department approval will be considered an additional service and charged according to Schedule"A" of the original Contract Agreement. PREPARED BY: name and title Date APPROVED BY: Department Director, Department Name Date APPROVED BY: Division Administrator, Division Date ACCEPTED BY: Company name Signature of Authorized Company Officer Date Type or Print Name and Title A-1 Packet Page-911- 4/14/2015 16.D.4. SCHEDULE B RATE SCHEDULE Standard Hourly Title Rate Principal $ 206.00 Senior Project Manager $ 172.00 Project Manager $ 147.00 Senior Engineer $ 157.00 Engineer $ 123.00 Senior Inspector $ 96.00 Inspector $ 76.00 Senior Planner $ 139.00 Planner $ 110.00 Senior Designer $ 114.00 Designer $ 94.00 Environmental Specialist $ 109.00 Senior Environmental Specialist $ 134.00 Scientist/Geologist $ 93.00 Senior Scientist/Geologist $ 118.00 Marine Biologist/Hydrogeologist $ 110.00 Senior Marine Biologist/Hydrogeologist $ 138.00 Senior GIS Specialist $ 139.00 GIS Specialist $ 102.00 Clerical/Administrative $ 62.00 Senior Technician $ 85.00 This list is not intended to be all inclusive. Hourly rates for other categories of professional, support and other services shall be mutually negotiated by Collier County and the firm on a project by project basis as needed. B-1 Packet Page-912- 4/14/2015 16:1J,;. SCHEDULE C INSURANCE COVERAGE (1) The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. (2) The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law,whichever is greater. (3) Coverages shall be maintained without interruption from the date of commencement of the Services until the date of completion of all Services required hereunder or as specified in this Agreement, whichever is longer. (4) Simultaneously with the execution and delivery of this Agreement by CONSULTANT, CONSULTANT has delivered properly executed Certificates of insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance policies required shall be provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or C-1 �J Packet Page-913- 4/14/2015 16.D.4. allowed to expire until at least thirty (30) days prior written notice has been given to the OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. (5) All insurance coverages of the CONSULTANT shall be primary to any insurance or self insurance program carried by the OWNER applicable to this Agreement. (6) The acceptance by OWNER of any Certificate of Insurance pursuant to the terms of this Agreement does not constitute approval or agreement by the OWNER that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. (7) CONSULTANT shall require each of its subconsultants to procure and maintain, until the completion of the subconsultant's services, insurance of the types and to the limits specified in this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the OWNER. (8) Should at any time the CONSULTANT not maintain the insurance coverages required herein, the OWNER may terminate the Agreement and any Work Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to C-2 J F` Packet Page-914- 4/14/2015 16.D.4. purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30) days after demand, OWNER has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between OWNER and CONSULTANT. The OWNER shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the OWNER to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. (9) If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the Services required hereunder or termination of the Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies), Failure of the Contractor to provide the OWNER with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and OWNER may terminate the Agreement or any subsequently issued Work Order for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? X Yes No (1) Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: C-3 Packet Page-915- %' 4/14/2015 16.D.4. a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one, if applicable) X $500,000 Each Accident (2) The insurance company shall waive all claims rights against the OWNER and the policy shall be so endorsed. COMMERCIAL GENERAL LIABILITY Required by this Agreement? X Yes No (1) Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this Agreement, Independent Contractors, Broad Form Property Damage including Completed Operations and Products and Completed Operations Coverage. Products and Completed Operations coverage shall be maintained for a period of not less than five (5) years following the completion and acceptance by the OWNER of the work under this Agreement. Limits of Liability shall not be less than the following: X General Aggregate $1,000,000 Products/Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence $1,000,000 Fire Damage $ 50,000 (2) The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies C-4 r Packet Page -916- 4/14/2015 separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his designee. (3) The OWNER, Collier County Government, shall be named as an Additional Insured and the policy shall be endorsed that such coverage shall be primary to any similar coverage carried by the OWNER. (4) Coverage shall be included for explosion, collapse or underground property damage claims. AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? X Yes No (1) Automobile Liability Insurance shall be maintained by the CONSULTANT for the ownership, maintenance or use of any owned, non-owned or hired vehicle with limits of not less than: _X Bodily Injury & Property Damage - $1,000,000 UMBRELLA LIABILITY (1) Umbrella Liability may be maintained as part of the liability insurance of the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability, Commercial General Liability, and Automobile Liability coverages required herein and shall include all coverages on a "following form" basis. C-5 Packet Page-917- 4/14/2015 16.D.4. (2) The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. PROFESSIONAL LIABILITY INSURANCE Required by this Agreement? _X_Yes No (1) Professional Liability Insurance shall be maintained by the CONSULTANT to insure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: X_$1,000,000 each claim and in the aggregate (2) Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the OWNER. (3) The CONSULTANT shall continue this coverage for a period of not less than five (5) years following completion of all Services authorized under this Agreement. (4) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER under this Agreement, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to OWNER of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, Packet Page-918- 4/14/2015 16. CONSULTANT shall also notify OWNER by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by OWNER. VALUABLE PAPERS INSURANCE (1) In the sole discretion of the County, on a work order by work order basis, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. PROJECT PROFESSIONAL LIABILITY (1) If OWNER notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with OWNER and OWNER'S insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT'S professional liability policy. If no credit is available from CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to C-7 Packet Page-919- 4/14/2015 pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to OWNER. Should no credit accrue to OWNER, OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of OWNER for the provision of project-specific professional liability insurance policy in consideration for a reduction in CONSULTANT'S self-insured retention and the risk of uninsured or underinsured consultants. (2) CONSULTANT agrees to provide the following information when requested by OWNER or OWNER'S Project Manager: a. The date the professional liability insurance renews. b. Current policy limits. c. Current deductibles/self-insured retention. d. Current underwriter. e. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. f. Cost of professional insurance as a percent of revenue. g. Affirmation that the design firm will complete a timely project errors and omissions application. (3) If OWNER elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and OWNER will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. C-8 Packet Page-920- 4/14/2015 16.D.4. SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Hole Montes, Inc. hereby certifies that wages, rates and other factual unit costs supporting the compensation for the services of the CONSULTANT to be provided under the Professional Services Agreement, concerning 14-6322CAT Program Engineering /Architectural Services are accurate, complete and current as of the time of contracting. Hole Montes, Inc. BY: TITLE: DATE: D-1 Packet Page-921- 4/14/2015 16.D.4. EXHIBIT A—GRANTING AGENCY PROVISIONS D-2 Packet Page-922- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 EXHIBIT A-GRANTING AGENCY The services performed by the awarded Contractor shall be in compliance with all applicable FTA regulations/requirements, and additional requirements specified in this document. It shall be the awarded Contractor's responsibility to acquire and utilize the necessary manuals and guidelines that apply to the work required to complete this project. Box is Checked If Applicable ❑ 1.Fly America Requirements ❑ 2.Buy America Requirements-Sign Certification ❑ 3.Charter Bus and School Bus Requirements ❑ 4.Cargo Preference Requirements ® 5.Seismic Safety Requirements ® 6.Energy Conservation Requirements ® 7.Clean Water Requirements ❑ 8.Bus Testing-Sign Certification ❑ 9.Pre-Award and Post Delivery Audit Requirements-Sign Certification ®10.Lobbying-Sign Certification ®11.Access to Records and Reports ®12.Federal Changes ❑13.Bonding Requirements ®14.Clean Air ❑15.Recycled Products ❑16.Davis-Bacon and Copeland Anti-Kickback Acts ❑17.Contract Work Flours and Safety Standards Act /m\ 18. [Reserved] ® 19.No Government Obligation to Third Parties ®20.Program Fraud and False or Fraudulent Statements and Related Acts ®21.Termination ®22.Government-wide Debarment and Suspension-Sign Exhibit Certification ®23.Privacy Act ®24.Civil Rights Requirements ®25.Breaches and Dispute Resolution ❑26.Patent and Rights in Data ❑27.Transit Employee Protective Agreements ®28.Disadvantaged Business Enterprises(DBE) (TWO FORMS) Anticipated DBE Form and Bidders List ❑29.[Reserved] ®30.Incorporation of Federal Transit Administration(FTA)Terms ❑31.Drug and Alcohol Testing ®32.ADA Access ®33.ITS Standards ❑34.ARRA 1 Packet Page-923- %` 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 1. FLY AMERICA REQUIREMENTS (Applies to subcontracts) The Contractor agrees to comply with 49 U.S.C.40118(the"Fly America"Act)in accordance with the General Services Administration's regulations at 41 CFR Part 301-10, which provide that recipients and subrecipients of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S Government-financed international air travel and transportation of their personal effects or property,to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Contractor shall submit, if a foreign air carrier was used,an appropriate certification or memorandum adequately explaining why service by a U.S.flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. The Contractor agrees to include the requirements of this section in all subcontracts that may involve international air transportation. 2. BUY AMERICA REQUIREMENTS (Applies to subcontracts) The contractor agrees to comply with 49 U.S.C. 5323(j) and 49 C.F.R. Part 661, which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R. 661.7, and include final assembly in the United States for 15 passenger vans and 15 passenger wagons produced by Chrysler Corporation, and microcomputer equipment and software. Separate requirements for rolling stock are set out at 49 U.S.C.5323(j)(2)(C)and 49 C.F.R. 661.11. Rolling stock must be assembled in the United States and have a 60 percent domestic content. A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification (Attachments)with all bids or offers on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive.This requirement does not apply to lower tier subcontractors. 3. CHARTER BUS REQUIREMENTS The contractor agrees to comply with 49 U.S.C. 5323(d) and 49 CFR Part 604, which provides that recipients and subrecipients of FTA assistance are prohibited from providing charter service using federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except under one of the exceptions at 49 CFR 604.9. Any charter service provided under one of the exceptions must be"incidental,"i.e.,it must not interfere with or detract from the provision of mass transportation. 3. SCHOOL BUS REQUIREMENTS Pursuant to 69 U.S.C. 5323(f) and 49 CFR Part 605, recipients and subrecipients of FTA assistance may not engage in school bus operations exclusively for the transportation of students and school personnel in competition with private school bus operators unless qualified under specified exemptions. When operating exclusive school bus service under an allowable exemption, recipients and subrecipients may not use federally funded equipment,vehicles,or facilities. 4. CARGO PREFERENCE REQUIREMENTS (Applies to subcontracts) Use of United States-Flag Vessels-The contractor agrees: a. to use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers,dry cargo liners, and tankers)involved,whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels; b.to furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on-board" commercial ocean bill-of-lading in English for each shipment of cargo described in the 2 Packet Page -924- 4/14/2015 16. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington,DC 20590 and to the FTA recipient(through the contractor in the case of a subcontractor's bill-of-lading.) c.to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment,material,or commodities by ocean vessel. 5. SEISMIC SAFETY REQUIREMENTS The contractor agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety Regulations 49 CFR Part 41 and will certify to compliance to the extent required by the regulation. The contractor also agrees to ensure that all work performed under this contract including work performed by a subcontractor is in compliance with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project. 6. ENERGY CONSERVATION REQUIREMENTS (Applies to subcontracts) The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 7. CLEAN WATER REQUIREMENTS (Applies to subcontracts OVER$10,000) (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seg. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. .0"•■ (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 8. BUS TESTING Bus Testing - The Contractor [Manufacturer] agrees to comply with 49 U.S.C. A 5323(c) and FTA's implementing regulation at 49 CFR Part 665 and shall perform the following: 1) A manufacturer of a new bus model or a bus produced with a major change in components or configuration shall provide a copy of the final test report to the recipient at a point in the procurement process specified by the recipient which will be prior to the recipient's final acceptance of the first vehicle. 2) A manufacturer who releases a report under paragraph 1 above shall provide notice to the operator of the testing facility that the report is available to the public. 3) If the manufacturer represents that the vehicle was previously tested, the vehicle being sold should have the identical configuration and major components as the vehicle in the test report, which must be provided to the recipient prior to recipient's final acceptance of the first vehicle. If the configuration or components are not identical, the manufacturer shall provide a description of the change and the manufacturer's basis for concluding that it is not a major change requiring additional testing. 4) If the manufacturer represents that the vehicle is "grandfathered" (has been used in mass transit service in the United States before October 1, 1988, and is currently being produced without a major change in configuration or components),the manufacturer shall provide the name and address of the recipient of such a vehicle and the details of that vehicle's configuration and major components. 3 Packet Page-925- ` i 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 9. PRE-AWARD AND POST DELIVERY AUDITS REQUIREMENTS Pre-Award and Post-Delivery Audit Requirements -The Contractor agrees to comply with 49 U.S.C. § 5323(1) and FTA's implementing regulation at 49 C.F.R. Part 663 and to submit the following certifications: (1)Buy America Requirements:The Contractor shall complete and submit a declaration certifying either compliance or noncompliance with Buy America. If the Bidder/Offeror certifies compliance with Buy America, it shall submit documentation which lists 1) component and subcomponent parts of the rolling stock to be purchased identified by manufacturer of the parts, their country of origin and costs; and 2) the location of the final assembly point for the rolling stock,including a description of the activities that will take place at the final assembly point and the cost of final assembly. (2)Solicitation Specification Requirements:The Contractor shall submit evidence that it will be capable of meeting the bid specifications. (3) Federal Motor Vehicle Safety Standards (FMVSS): The Contractor shall submit 1) manufacturer's FMVSS self- certification sticker information that the vehicle complies with relevant FMVSS or 2) manufacturer's certified statement that the contracted buses will not be subject to FMVSS regulations. 10. LOBBYING Contractors who apply or bid for an award of$100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." 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 shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. 11. ACCESS TO RECORDS AND REPORTS The following access to records requirements apply to this Contract: 1. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 18.36(i),the Contractor agrees to provide the Purchaser,the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PM0 Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C.5307,5309 or 5311. 2. Where the Purchaser is a State and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 633.17, Contractor agrees to provide the Purchaser, the FTA Administrator or his authorized representatives, including any PMO Contractor, access to the Contractor's records and construction sites pertaining to a major capital project,defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C.5307,5309 or 5311. By definition, a major capital project excludes contracts of less than the simplified acquisition threshold currently set at$100,000. 3. Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition threshold and is an institution of higher education, a hospital or other non-profit organization and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 19.48, Contractor agrees to provide the Purchaser, FTA Administrator, the Comptroller General of the United States or any of their duly authorized representatives with access to any books, documents, papers and record of the Contractor which are directly pertinent to this contract for the purposes of making audits,examinations,excerpts and transcriptions. 4 = Packet Page-926- =�' 4/14/201516.6, Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 4. Where any Purchaser which is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 U.S.C. 5325(a)enters into a contract for a capital project or improvement(defined at 49 U.S.C. 5302(a)1)through other than competitive bidding, the Contractor shall make available records related to the contract to the Purchaser, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. 5. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 6. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation,appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). 12. FEDERAL CHANGES Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract.Contractor's failure to so comply shall constitute a material breach of this contract. 13. BONDING REQUIREMENTS Bid Security A Bid Bond must be issued by a fully qualified surety company acceptable to (Recipient) and listed as a company currently authorized under 31 CFR, Part 223 as possessing a Certificate of Authority as described thereunder. Rights Reserved In submitting this Bid, it is understood and agreed by bidder that the right is reserved by(Recipient)to reject any and all bids, or part of any bid, and it is agreed that the Bid may not be withdrawn for a period of [ninety (90)] days subsequent to the opening of bids,without the written consent of(Recipient). It is also understood and agreed that if the undersigned bidder should withdraw any part or all of his bid within[ninety (90)]days after the bid opening without the written consent of(Recipient), shall refuse or be unable to enter into this Contract,as provided above, or refuse or be unable to furnish adequate and acceptable Performance Bonds and Labor and Material Payments Bonds, as provided above, or refuse or be unable to furnish adequate and acceptable insurance, as provided above, he shall forfeit his bid security to the extent of(Recipient's) damages occasioned by such withdrawal,or refusal,or inability to enter into an agreement,or provide adequate security therefore. It is further understood and agreed that to the extent the defaulting bidder's Bid Bond, Certified Check, Cashier's Check, Treasurer's Check, and/or Official Bank Check (excluding any income generated thereby which has been retained by (Recipient) as provided in [Item x"Bid Security"of the Instructions to Bidders])shall prove inadequate to fully recompense(Recipient)for the damages occasioned by default,then the undersigned bidder agrees to indemnify (Recipient) and pay over to(Recipient)the difference between the bid security and (Recipient's) total damages,so as to make(Recipient)whole. The undersigned understands that any material alteration of any of the above or any of the material contained on this form,other than that requested,will render the bid unresponsive. Performance and Payment Bonding Requirements(Construction) A contractor or vendor shall provide a surety bond from a surety company to guarantee full and faithful performance of a contract obligation and the payment of labor and material expended pursuant to a contract whenever, and in such amounts, as required by statute or otherwise as deemed necessary by the Purchasing Director. An irrevocable letter of credit from a financial institution operating within the State of Florida (or other alternative forms of surety as 5 Packet Page-927- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 permitted under Florida law) may be sufficient in place of the performance bond if so provided for in the bid and contract documents.All such bonds or letters of credit shall be approved as to form by the County Attorney. A. Contractor shall provide Performance and Payment Bonds in the amount of 100% of the Contract Amount, the costs of which are to be paid by Contractor. The Performance and Payment Bonds shall be underwritten by a surety authorized to do business in the State of Florida and otherwise acceptable to Owner; provided, however, the surety shall meet the requirements of the Department of the Treasury Fiscal Service, "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsurance Companies" circular. This circular may be accessed via the web at www.fms.treas.gov/c570/c570.html#certified. Should the Contract Amount be less than $500,000, the requirements of Section 287.0935, F.S. shall govern the rating and classification of the surety. B. If the surety for any bond furnished by Contractor is declared bankrupt, becomes insolvent, its right to do business is terminated in the State of Florida, or it ceases to meet the requirements imposed by the Contract Documents, the Contractor shall, within five (5) calendar days thereafter, substitute at its cost and expense another bond and surety, both of which shall be subject to the Owner's approval. Advance Payment Bonding Requirements The Contractor may be required to obtain an advance payment bond if the contract contains an advance payment provision and a performance bond is not furnished. The (recipient) shall determine the amount of the advance payment bond necessary to protect the(Recipient). Patent Infringement Bonding Requirements(Patent Indemnity) The Contractor may be required to obtain a patent indemnity bond if a performance bond is not furnished and the financial responsibility of the Contractor is unknown or doubtful. The (recipient) shall determine the amount of the patent indemnity to protect the(Recipient). Warranty of the Work and Maintenance Bonds 1. The Contractor warrants to (Recipient), the Architect and/or Engineer that all materials and equipment furnished under this Contract will be of highest quality and new unless otherwise specified by(Recipient), free from faults and defects and in conformance with the Contract Documents. All work not so conforming to these standards shall be considered defective. If required by the[Project Manager],the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. 2. The Work furnished must be of first quality and the workmanship must be the best obtainable in the various trades. The Work must be of safe,substantial and durable construction in all respects. The Contractor hereby guarantees the Work against defective materials or faulty workmanship for a minimum period of one (1)year after Final Payment by (Recipient) and shall replace or repair any defective materials or equipment or faulty workmanship during the period of the guarantee at no cost to (Recipient). As additional security for these guarantees, the Contractor shall, prior to the release of Final Payment [as provided in Item X below], furnish separate Maintenance (or Guarantee) Bonds in form acceptable to (Recipient) written by the same corporate surety that provides the Performance Bond and Labor and Material Payment Bond for this Contract. These bonds shall secure the Contractor's obligation to replace or repair defective materials and faulty workmanship for a minimum period of one (1) year after Final Payment and shall be written in an amount equal to ONE HUNDRED PERCENT(100%)of the CONTRACT SUM,as adjusted(if at all). 14. CLEAN AIR (Applies to subcontracts OVER$100,000) (1)The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 6 Packet Page -928- 4/14/2015 16.D.4_ Exhibit A Federal Transit Administration Provisions CFDA 20300/20.507 15. RECYCLED PRODUCTS (Applies to subcontracts for purchases$10,000 or more of one of these items in a fiscal year, or when the cost of such items purchased during the previous fiscal year was$10,000.) Recovered Materials -The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247,and Executive Order 12873,as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. 16. DAVIS-BACON AND COPELAND ANTI-KICKBACK ACTS (1) Minimum wages- (i) All laborers and mechanics employed or working upon the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis- Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics,subject to the provisions of paragraph (1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR Part 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided,That the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classifications and wage rates conformed under paragraph (1)(ii) of this section) and the Davis-Bacon poster(WH-1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. (ii)(A)The contracting officer shall require that any class of laborers or mechanics, including helpers,which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (1) Except with respect to helpers as defined as 29 CFR 5.2(n)(4), the work to be performed by the classification requested is not performed by a classification in the wage determination;and (2)The classification is utilized in the area by the construction industry;and (3)The proposed wage rate,including any bona fide fringe benefits,bears a reasonable relationship to the wage rates contained in the wage determination;and (4)With respect to helpers as defined in 29 CFR 5.2(n)(4),such a classification prevails in the area in which the work is performed. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of 7 Packet Page-929- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 Labor, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C)In the event the contractor,the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation' of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D)The wage rate(including fringe benefits where appropriate) determined pursuant to paragraphs(a)(1)(ii)(B)or(C) of this section,shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii)Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv) If the contractor does not make payments to a trustee or other third person,the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided,That the Secretary of Labor has found, upon the written request of the contractor,that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. (v)(A) The contracting officer shall require that any class of laborers or mechanics which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (1) The work to be performed by the classification requested is not performed by a classification in the wage determination;and (2)The classification is utilized in the area by the construction industry;and (3)The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate),a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, Washington, DC 20210. The Administrator,or an authorized representative,will approve, modify,or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C) In the event the contractor,the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator,or an authorized representative,will issue a determination with 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. 8 Packet Page-930- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 (D)The wage rate(including fringe benefits where appropriate) determined pursuant to paragraphs(a)(1)(v)(B)or(C) of this section,shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (2)Withholding—Collier County shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the contractor under this contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics,including apprentices,trainees,and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice,trainee, or helper, employed or working on the site of the work(or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), all or part of the wages required by the contract,the Collier County may, after written notice to the contractor,sponsor, applicant, or owner,take such action as may be necessary to cause the suspension of any further payment,advance,or guarantee of funds until such violations have ceased. (3) Payrolls and basic records- (i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work(or under the United States Housing Act of 1937, or under the Housing Act of 1949,in the construction or development of the project). Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv)that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable,that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected,and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii)(A)The contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to Collier County for transmission to the Federal Transit Administration. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under section 5.5(a)(3)(i) of Regulations, 29 CFR part 5.This information may be submitted in any form desired. Optional Form WH-347 is available for this purpose and may be purchased from the Superintendent of Documents(Federal Stock Number 029-005-00014-1),U.S. Government Printing Office, Washington, DC 20402. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. (B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (1)That the payroll for the payroll period contains the information required to be maintained under section 5.5(a)(3)(i) of Regulations, 29 CFR part 5 and that such information is correct and complete; (2)That each laborer or mechanic(including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations,29 CFR part 3; (3)That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash 9 Packet Page-931- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C)The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (a)(3)(ii)(B) of this section. (D)The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. (iii)The contractor or subcontractor shall make the records required under paragraph (a)(3)(i) of this section available for inspection, copying, or transcription by authorized representatives of the Federal Transit Administration or the Department of Labor,and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, the Federal agency may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (4)Apprentices and trainees-(i)Apprentices-Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Bureau of Apprenticeship and Training,or with a State Apprenticeship Agency recognized by the Bureau,or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Bureau of Apprenticeship and Training or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition,any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered,the ratios and wage rates(expressed in percentages of the journeyman's hourly rate)specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator of the Wage and Hour Division of the U.S. Department of Labor determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Bureau of Apprenticeship and Training, or a State Apprenticeship Agency recognized by the Bureau, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii)Trainees-Except as provided in 29 CFR 5.16,trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination.Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits,trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour 10 Packet Page-932- 4/14/2015 16.i . Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program,the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii) Equal employment opportunity-The utilization of apprentices,trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246,as amended,and 29 CFR part 30. (5) Compliance with Copeland Act requirements-The contractor shall comply with the requirements of 29 CFR part 3,which are incorporated by reference in this contract. (6) Subcontracts -The contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses as the Federal Transit Administration 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 the contract clauses in 29 CFR 5.5. (7)Contract termination:debarment-A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract,and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. (8) Compliance with Davis-Bacon and Related Act requirements - All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR parts 1,3,and 5 are herein incorporated by reference in this contract. (9) Disputes concerning labor standards- Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor,or the employees or their representatives. (10)Certification of eligibility-(i) By entering into this contract,the contractor certifies that neither it(nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a)of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a)of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (iii)The penalty for making false statements is prescribed in the U.S.Criminal Code,18 U.S.C. 1001. 17. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (1)Overtime requirements-No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2)Violation; liability for unpaid wages; liquidated damages- In the event of any violation of the clause set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. in addition, such contractor and subcontractor shall be liable to the United States for liquidated damages. 11 Packet Page-933- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of$10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph(1)of this section. (3)Withholding for unpaid wages and liquidated damages-XCollier County shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph(2)of this section. (4)Subcontracts-The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs (1)through(4)of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs(1)through(4)of this section. 18. f RESERVED I 19. NO GOVERNMENT OBLIGATION TO THIRD PARTIES (1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal .—. Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2)The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 20. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS (Applies to subcontracts) Program Fraud and False or Fraudulent Statements or Related Acts. (1)The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986,as amended,31 U.S.C. §3801 et seq.and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable,the Contractor further acknowledges that if it makes,or causes to be made,a false,fictitious,or fraudulent claim,statement,submission,or certification,the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. §5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor,to the extent the Federal Government deems appropriate. 12 I Packet Page-934- 4/14/2015 16.2.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 21. TERMINATION a. Termination for Convenience(General Provision)The(Recipient) may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Governments best interest. The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to(Recipient)to be paid the Contractor. If the Contractor has any property in its possession belonging to the(Recipient),the Contractor will account for the same,and dispose of it in the manner the(Recipient)directs. b. Termination for Default [Breach or Cause) (General Provision) If the Contractor does not deliver supplies in accordance with the contract delivery schedule,or,if the contract is for services,the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the (Recipient) may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the (Recipient)that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the (Recipient), after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. c. Opportunity to Cure(General Provision)The(Recipient)in its sole discretion may, in the case of a termination for breach or default, allow the Contractor[an appropriately short period of time] in which to cure the defect. In such case,the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to (Recipient)'s satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [ten (10)days]after receipt by Contractor of written notice from(Recipient)setting forth the nature of said breach or default, (Recipient) shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude(Recipient) from also pursuing all available remedies against Contractor and its sureties for said breach or default. d. Waiver of Remedies for any Breach In the event that (Recipient) elects to waive its remedies for any breach by Contractor of any covenant,term or condition of this Contract, such waiver by(Recipient)shall not limit(Recipient)'s remedies for any succeeding breach of that or of any other term,covenant,or condition of this Contract. e. Termination for Convenience (Professional or Transit Service Contracts)The (Recipient), by written notice, may terminate this contract,in whole or in part,when it is in the Government's interest. If this contract is terminated,the Recipient shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. f. Termination for Default(Supplies and Service) If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract,the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract. 13 Packet Page-935- 4/14/201516. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient. g. Termination for Default(Transportation Services) If the Contractor fails to pick up the commodities or to perform the services, including delivery services,within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract,the(Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default. The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract. If this contract is terminated while the Contractor has possession of Recipient goods, the Contractor shall, upon direction of the (Recipient), protect and preserve the goods until surrendered to the Recipient or its agent. The Contractor and (Recipient)shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the(Recipient). h. Termination for Default (Construction) If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the Contractor fails to comply with any other provisions of this contract,the(Recipient) may terminate this contract for default. The(Recipient)shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event,the Recipient may take over the �-. work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The Contractor and its sureties shall be liable for any damage to the Recipient resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the Recipient in completing the work. The Contractor's right to proceed shall not be terminated nor the Contractor charged with damages under this clause if- 1. The delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of the Recipient, acts of another Contractor in the performance of a contract with the Recipient, epidemics, quarantine restrictions, strikes, freight embargoes;and 2. The contractor,within [10]days from the beginning of any delay, notifies the(Recipient)in writing of the causes of delay. If in the judgment of the (Recipient), the delay is excusable, the time for completing the work shall be extended. The judgment of the(Recipient)shall be final and conclusive on the parties,but subject to appeal under the Disputes clauses. If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable,the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of the Recipient. i. Termination for Convenience or Default(Architect and Engineering)The(Recipient) may terminate this contract in whole or in part, for the Recipient's convenience or because of the failure of the Contractor to fulfill the contract obligations. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature,extent,and effective date of the termination. Upon receipt of the notice,the Contractor shall(1)immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract,whether completed or in process. 14 ' `\ Packet Page-936- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/ 20.507 If the termination is for the convenience of the Recipient,the Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If the termination is for failure of the Contractor to fulfill the contract obligations, the Recipient may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by the Recipient. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient. j. Termination for Convenience of Default(Cost-Type Contracts)The(Recipient) may terminate this contract,or any portion of it, by serving a notice or termination on the Contractor.The notice shall state whether the termination is for convenience of the (Recipient) or for the default of the Contractor. If the termination is for default, the notice shall state the manner in which the contractor has failed to perform the requirements of the contract. The Contractor shall account for any property in its possession paid for from funds received from the (Recipient), or property supplied to the Contractor by the (Recipient). If the termination is for default, the (Recipient) may fix the fee, if the contract provides for a fee, to be paid the contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the (Recipient) and the parties shall negotiate the termination settlement to be paid the Contractor. If the termination is for the convenience of the (Recipient), the Contractor shall be paid its contract close-out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination. If, after serving a notice of termination for default, the (Recipient) determines that the Contractor has an excusable reason for not performing,such as strike,fire,flood, events which are not the fault of and are beyond the control of /'""•■ the contractor, the (Recipient), after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. 22.GOVERNMENT-WIDE DEBARMENT AND SUSPENSION(NONPROCUREMENT) (Applies to subcontracts) This contract is a covered transaction for purposes of 49 CFR Part 29. As such,the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995,or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The contractor is required to comply with 49 CFR 29,Subpart C and must include the requirement to comply with 49 CFR 29,Subpart C in any lower tier covered transaction it enters into. 23. PRIVACY ACT 5 U.S.C.552 Contracts Involving Federal Privacy Act Requirements -The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract: (1) The Contractor agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. §552a. Among other things,the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of records on behalf of the Federal Government. The Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act,apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract. 15 Packet Page-937- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 (2)The Contractor also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA. 24. CIVIL RIGHTS REQUIREMENTS (Applies to subcontracts) Civil Rights-The following requirements apply to the underlying contract: (1) Nondiscrimination -In accordance with Title VI of the Civil Rights Act, as amended,42 U.S.C. §2000d, section 303 of the Age Discrimination Act of 1975,as amended,42 U.S.C.§6102,section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race,color,creed, national origin,sex,age, or disability. In addition,the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a)Race,Color,Creed,National Origin,Sex-In accordance with Title VII of the Civil Rights Act,as amended,42 U.S.C.§ 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S.Department of Labor(U.S.DOL)regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et leg., (which implement Executive Order No. 11246,"Equal Employment Opportunity,"as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity,"42 U.S.C. §2000e note),and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. 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. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b)Age-In accordance with section 4 of the Age Discrimination in Employment Act of 1967,as amended,29 U.S.C.§§ 623 and Federal transit law at 49 U.S.C. § 5332,the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (c) Disabilities-In accordance with section 102 of the Americans with Disabilities Act,as amended,42 U.S.C. §12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (3)The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA,modified only if necessary to identify the affected parties. 25. BREACHES AND DISPUTE RESOLUTION (Applies to subcontracts) Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of(Recipient)'s [title of employee]. This decision shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the [title of employee]. In connection with any such appeal, the Contractor 16 Packet Page -938- 4/14/2015 16.D.4 Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the[title of employee)shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute-Unless otherwise directed by(Recipient),Contractor shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages-Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable,a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies-Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the(Recipient)and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the (Recipient)is located. Rights and Remedies-The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the (Recipient), (Architect) or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract,nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 26. PATENT AND RIGHTS IN DATA (Applies to subcontracts) n I A. Rights in Data - This following requirement applies to each contract involving experimental, developmental or research work: (1) The term "subject data" used in this clause means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under the contract. The term includes graphic or pictorial delineation in media such as drawings or photographs; text in specifications or related performance or design-type documents; machine forms such as punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. Examples include, but are not limited to: computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information. The term "subject data" does not include financial reports, cost analyses, and similar information incidental to contract administration. (2)The following restrictions apply to all subject data first produced in the performance of the contract to which this Attachment has been added: (a) Except for its own internal use,the Purchaser or Contractor may not publish or reproduce subject data in whole or in part,or in any manner or form, nor may the Purchaser or Contractor authorize others to do so,without the written consent of the Federal Government,until such time as the Federal Government may have either released or approved the release of such data to the public;this restriction on publication, however,does not apply to any contract with an academic institution. (b) In accordance with 49 C.F.R. § 18.34 and 49 C.F.R. § 19.36, the Federal Government reserves a royalty-free, non- exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use,for"Federal Government purposes,"any subject data or copyright described in subsections(2)(b}1 and(2)(b)2 of this clause below. As used in the previous sentence, "for Federal Government purposes," means use only for the direct purposes of the Federal Government. Without the copyright owner's consent, the Federal Government may not extend its Federal license to any other party. 1. Any subject data developed under that contract,whether or not a copyright has been obtained;and 17 Packet Page-939- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 2. Any rights of copyright purchased by the Purchaser or Contractor using Federal assistance in whole or in part provided by FTA. (c) When FTA awards Federal assistance for experimental, developmental, or research work, it is FTA's general intention to increase transportation knowledge available to the public, rather than to restrict the benefits resulting from the work to participants in that work. Therefore, unless FTA determines otherwise, the Purchaser and the Contractor performing experimental, developmental, or research work required by the underlying contract to which this Attachment is added agrees to permit FTA to make available to the public, either FTA's license in the copyright to any subject data developed in the course of that contract, or a copy of the subject data first produced under the contract for which a copyright has not been obtained. If the experimental,developmental, or research work, which is the subject of the underlying contract, is not completed for any reason whatsoever, all data developed under that contract shall become subject data as defined in subsection (a) of this clause and shall be delivered as the Federal Government may direct. This subsection (c) , however, does not apply to adaptations of automatic data processing equipment or programs for the Purchaser or Contractor's use whose costs are financed in whole or in part with Federal assistance provided by FTA for transportation capital projects. (d) Unless prohibited by state law, upon request by the Federal Government,the Purchaser and the Contractor agree to indemnify,save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of their official duties against any liability,including costs and expenses,resulting from any willful or intentional violation by the Purchaser or Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication,translation, reproduction, delivery, use, or disposition of any data furnished under that contract. Neither the Purchaser nor the Contractor shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee,official,or agents of the Federal Government. (e) Nothing contained in this clause on rights in data shall imply a license to the Federal Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent. (f)Data developed by the Purchaser or Contractor and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by the underlying contract to which this Attachment has been added is exempt from the requirements of subsections(b), (c), and (d) of this clause, provided that the Purchaser or Contractor identifies that data in writing at the time of delivery of the contract work. (g) Unless FTA determines otherwise, the Contractor agrees to include these requirements in each subcontract for experimental,developmental,or research work financed in whole or in part with Federal assistance provided by FTA. (3) Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status (i.e•, a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual, etc.), the Purchaser and the Contractor agree to take the necessary actions to provide,through FTA,those rights in that invention due the Federal Government as described in U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants,Contracts and Cooperative Agreements,"37 C.F.R. Part 401. (4)The Contractor also agrees to include these requirements in each subcontract for experimental,developmental,or research work financed in whole or in part with Federal assistance provided by FTA. B. Patent Rights - The following requirements apply to each contract involving experimental, developmental, or research work: (1)General-If any invention,improvement,or discovery is conceived or first actually reduced to practice in the course of or under the contract to which this Attachment has been added, and that invention, improvement, or discovery is patentable under the laws of the United States of America or any foreign country,the Purchaser and Contractor agree 18 t Packet Page-940- 4/14/2015 Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 to take actions necessary to provide immediate notice and a detailed report to the party at a higher tier until FTA is ultimately notified. (2) Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status (a large business, small business, state government or state instrumentality, local government, nonprofit organization,institution of higher education, individual),the Purchaser and the Contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants,Contracts and Cooperative Agreements,"37 C.F.R.Part 401. (3) The Contractor also agrees to include the requirements of this clause in each subcontract for experimental, developmental,or research work financed in whole or in part with Federal assistance provided by fTA. TRANSIT EMPLOYEE PROTECTIVE AGREEMENTS (Applies to subcontracts) Transit Employee Protective Provisions. (1) The Contractor agrees to the comply with applicable transit employee protective requirements as follows: (a)General Transit Employee Protective Requirements-To the extent that FTA determines that transit operations are involved,the Contractor agrees to carry out the transit operations work on the underlying contract in compliance with terms and conditions determined by the U.S. Secretary of Labor to be fair and equitable to protect the interests of employees employed under this contract and to meet the employee protective requirements of 49 U.S.C.A 5333(b), and U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the letter of certification from the U.S. DOL to FTA applicable to the FTA Recipient's project from which Federal assistance is provided to support work on the underlying contract. The Contractor agrees to carry out that work in compliance with the conditions stated in that U.S. DOL letter. The requirements of this subsection (1), however,do not apply to any contract financed with Federal assistance provided by FTA either for projects for elderly individuals and individuals with disabilities authorized by 49 U.S.C. §5310(a)(2),or for projects for nonurbanized areas authorized by 49 U.S.C. §5311. Alternate provisions for those projects are set forth in subsections(b) and (c)of this clause. (b)Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. § 5310(a)(2)for Elderly Individuals and Individuals with Disabilities - If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5310(a)(2), and if the U.S. Secretary of Transportation has determined or determines in the future that the employee protective requirements of 49 U.S.C. § 5333(b) are necessary or appropriate for the state and the public body subrecipient for which work is performed on the underlying contract, the Contractor agrees to carry out the Project in compliance with the terms and conditions determined by the U.S. Secretary of Labor to meet the requirements of 49 U.S.C.§5333(b), U.S. DOL guidelines at 29 C.F.R. Part 215,and any amendments thereto. These terms and conditions are identified in the U.S. DOL's letter of certification to FTA, the date of which is set forth Grant Agreement or Cooperative Agreement with the state. The Contractor agrees to perform transit operations in connection with the underlying contract in compliance with the conditions stated in that U.S. DOL letter. (c)Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. § 5311 in Nonurbanized Areas - If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5311, the Contractor agrees to comply with the terms and conditions of the Special Warranty for the Nonurbanized Area Program agreed to by the U.S. Secretaries of Transportation and Labor, dated May 31, 1979, and the procedures implemented by U.S. DOL or any revision thereto. (2) The Contractor also agrees to include the any applicable requirements in each subcontract involving transit operations financed in whole or in part with Federal assistance provided by FTA. 19 Packet Page-941- Exhibit A Federal Transit Administration Provisions CFDA 20500/20.507 28. DISADVANTAGED BUSINESS ENTERPRISE Background and Applicability The newest version on the Department of Transportation's Disadvantaged Business Enterprise(DBE)program became effective July 16, 2003. The rule provides guidance to grantees on the use of overall and contract goals, requirement to include DBE provisions in subcontracts, evaluating DBE participation where specific contract goals have been set, reporting requirements, and replacement of DBE subcontractors. Additionally, the DBE program dictates payment terms and conditions (including limitations on retainage) applicable to all subcontractors regardless of whether they are DBE firms or not. The DBE program applies to all DOT-assisted contracting activities. A formal clause such as that below must be included in all contracts above the micro-purchase level. The requirements of clause subsection b flow down to subcontracts. A substantial change to the payment provisions in this newest version of Part 26 concerns retainage (see section 26.29). Grantee choices concerning retainage should be reflected in the language choices in clause subsection d. Disadvantaged Business Enterprises a. This contract is subject to the requirements of Title 49, 49 Code of Federal Regulations, Part 26,Participation by Disadvantaged Enterprises in Department of Transportation Financial Assistance Programs. Collier Area Transit's goal for DBE participation is 2.58%. b. A separate contract goal has not been established for this procurement. c. The contractor 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 this DOT-assisted contract. Failure by the contractor 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 Collier County deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph(see 49 CFR 26.13(b)). d. The successful bidder/offeror will be required to report its DBE participation obtained through race-neutral means throughout the period of performance. In order to comply with the provisions of 49 CFR 26, the bidder/offeror agrees to the following: • Bid Opportunity List-shall submit with all Requests for Proposals and Invitations For Bid. • Anticipated DBE Participation Statement—shall submit with all Requests for Proposals and Invitations For Bid. • DBE Directory — the bidder/offeror may use the online DBE directory, BizNet, www.bipincwebapps.com/biznetflorida/ to locate ready, willing, and able DBE's to perform sub- contractor work or sub-consultant work on USDOT assisted contracts. • Subcontractor Payment Report—shall submit monthly to comply with monitoring requirements of 49 CFR 26. e. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor's receipt of payment for that work from Collier County. In addition, the contractor is required to return any retainage payments to those subcontractors within thirty (30) days after the subcontractor's work related to this contract is satisfactorily completed. f. The contractor must promptly notify Collier County,whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of Collier County. 29. f RESERVED 1 20 Packet Page-942- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 30. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION(FTA)TERMS (Applies to subcontracts) Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act,or refuse to comply with any(name of grantee)requests which would cause(name of grantee) to be in violation of the FTA terms and conditions. 31. DRUG AND ALCOHOL TESTING Introduction FTA's drug and alcohol rules, 49 CFR 655, respectively, are unique among the regulations issued by FTA. First, they require recipients to ensure that any entity performing a safety-sensitive function on the recipient's behalf(usually subrecipients and/or contractors)implement a complex drug and alcohol testing program that complies with Part 655. Second, the rules condition the receipt of certain kinds of FTA funding on the recipient's compliance with the rules; thus,the recipient is not in compliance with the rules unless every entity that performs a safety-sensitive function on the recipient's behalf is in compliance with the rules. Third,the rules do not specify how a recipient ensures that its subrecipients and/or contractors comply with them. Explanation of Model Contract Clauses: Collier County relies on the contractor to implement a drug and alcohol testing program that complies with 49 CFR 655, but retains the ability to monitor the contractor's testing program; thus, the recipient has less control over its compliance with the drug and alcohol testing rules than it does under option 1. The advantage of this approach is that it places the responsibility for complying with the rules on the entity that is actually performing the safety-sensitive function. Moreover, it reserves to the recipient the power to ensure that the contractor complies with the program. The disadvantage of Option 2 is that without adequate monitoring of the contractor's program,the recipient may find itself out of compliance with the rules. Drug and Alcohol Testing The contractor agrees to establish and implement a drug and alcohol testing program that complies with 49 CFR Part 655, produce any documentation necessary to establish its compliance with Part 655, and permit any authorized representative of the United States Department of Transportation or its operating administrations,the State Oversight Agency of(name of State), or the (insert name of grantee), to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Parts 655 and review the testing process. The contractor agrees further to certify annually its compliance with Part 655 before (insert date) and to submit the Management Information System (MIS) reports before (insert date before March 15) to (insert title and address of person responsible for receiving information). To certify compliance the contractor shall use the "Substance Abuse Certifications"in the"Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements,"which is published annually in the Federal Register. 32. ADA Access Access for Individuals with Disabilities. The Recipient agrees to comply with 49 U.S.C. § 5301(d), which states the Federal policy that elderly individuals and individuals with disabilities have the same right as other individuals to use public transportation services and facilities, and that special efforts shall be made in planning and designing those services and facilities to implement transportation accessibility rights for elderly individuals and individuals with disabilities.The Recipient also agrees to comply with all applicable provisions of section 504 of the Rehabilitation Act of 1973, as amended, with 29 U.S.C. § 794, which prohibits discrimination on the basis of disability; with the Americans with Disabilities Act of 1990(ADA), as amended,42 U.S.C. §§ 12101 et seq.,which requires that accessible facilities and services be made available to individuals with disabilities;and with the Architectural Barriers Act of 1968, as amended, 42 U.S.C. §§ 4151 et seq., which requires that buildings and public accommodations be accessible to individuals with disabilities, and any subsequent amendments to these laws or other laws pertaining to access for individuals with disabilities to the extent applicable. 21 Packet Page-943- 4/14/2015 16.D.4. Exhibit A Federal Transit Administration Provisions CFDA 20.500/20.507 33. ITS Standards Section 5206(e)of the Transportation Equity Act for the 21st Century, Public Law 105-178,112 Stat.547,pertaining to conformance with the National Intelligent Transportation Systems Architecture and Standards. All ITS projects funded with Mass Transit Funds from the Highway Trust Funds shall use applicable ITS standards and interoperability tests that have been officially adopted through rulemaking by the United States Department of Transportation(US DOT). 34. ARRA SPECIAL TERMS AND CONDITIONS The American Recovery and Reinvestment Act of 2009, Pub. L. 111-5, (Recovery Act) was enacted to preserve and create jobs and promote economic recovery, assist those most impacted by the recession, provide investments needed to increase economic efficiency by spurring technological advances in science and health, invest in transportation, environmental protection, and other infrastructure that will provide long-term economic benefits, stabilize State and local government budgets, in order to minimize and avoid reductions in essential services and counterproductive State and local tax increases. The Contractor shall comply with all terms and conditions in the Recovery Act relating generally to governance, accountability,transparency,data collection and resources as specified in Act itself and as discussed below. Registration Section 1512 provides that first tier Contractors of ARRA funds must register with Central Contractor Registration database (CCR). CCR registration can be completed at http://www.ccr.gov. CCR registration must be completed before the first quarterly Section 1512 report is due. Federal reporting on projects funded by the Recovery Act,will require contractors to report their DUNS number. The DUNS number is issued by Dun and Bradstreet. If you do not know your DUNS number,visit www.dnb.com and click on"D&B D-U-N-S Number"to obtain a number. Compliance with American Recovery and Reinvestment Act of 2009: This project is subject to the criteria and conditions of the Recovery Act of 2009 and shall satisfy the federal reporting requirements for the project(s),through monthly reports,for both the contractor and subcontractors. The Contractor shall provide the required information on form(s) provided by the County in the timeframe indicated in the instructions and shall further include these reporting requirements in all subcontracts. Authority of the Comptroller General: Section 902 of the ARRA of 2009 provides the U.S.Comptroller General and his representatives the authority: (1)to examine any records of the Contractor or any of its subcontractors, or any State or Local agency administering such contract,that directly pertain to,and involve transactions relating to,the contract or subcontract;and (2) to interview any officer or employee of the Contractor or any of its subcontractors, or of any State or Local government agency administering the Contract, regarding such transactions. Accordingly, the Comptroller General and his representatives shall have the authority and rights as provided under Section 902 of the ARRA with respect to this Contract, which is funded with funds made available under the ARRA. Section 902 further states that nothing in this Section shall be interpreted to limit or restrict in any way any existing authority of the Comptroller General. 22 Packet Page-944- 4/14/2015 16.D.4. EXHIBIT B—GRANTING AGENCY FORMS n D-3 Packet Page-945- 4/14/2015 16.D.4. DISCLOSURE OF LOBBYING ACTIVITIES Approved by OMB Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352 0348-0046 See reverse for public burden disclosure.) 1.Type of Federal Action: 2.Status of Federal Action: 3.Report Type: a.contract a.bid/offer/application I I a.initial filing J b.grant b.initial award J b.material change c.cooperative agreement c.post-award For Material Change Only: d..loan year quarter e.loan guarantee date of last report f.loan insurance 4.Name and Address of Reporting Entity: 5.If Reporting Entity in No 4 is a Subawardee,Enter Name ❑Prime ❑Subawardee and Address of Prime: Tier , if known: Congressional District,if known: 4c Congressional District, if known: 6.Federal Department/Agency: 7. Federal Program Name/Description: NONE NONE CFDA Number, if applicable: • 8.Federal Action Number,if known: 9.Award Amount, If known: NONE $ NONE 10.a.Name and Address of Lobbying Registrant b.Individuals Performing Services (including address if (if individual, last name, first name, Ml): different from No. 10a) NONE (last name, first name, MI): NONE 1.nb 5 Tdlb'e dsamtued re Thorf o Iuogbh b ylIhnb0 afens v ta e e a Is ut hoa dmd ri Oreptto resentation Signature:G I of root upon which reliance was placed by the der above when this transaction was made Print Name: Robert .Murray or entered Inb. This oleolosvie le required pursuant Is 31 U.S.C.1352. Thar Information will be available for public Inspection. My person who site to me the Senior VP/Principal resulted disclosure shall.be suaecl to a cavil penalty of not lass than 510.500 and Title: P not more than 5100.000 for each such rates. p (239)985-1200 11/26/2014 Telephone No.: ( Date: Authorized for Local Reproduction Federal Use Only: Standard Form LLL(Rev.7-87) • Packet Page-946- 4/14/2015 16.D.-. COLLIER COUNTY Certification Regarding Debarment,Suspension,and Other Responsibility Matters Primary Covered Transactions (1) The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: (a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; (b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft,forgery, bribery,falsification or destruction of records, making false statements, or receiving stolen property; (c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (I)(b) of this certification; and (d) Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local)terminated for cause or default. (2) Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Robert L.Murray CAT Program Rngineering1Architectural Services Name Project Name Senior VP/Principal RFP 14-6322 Title Project Number Hole Montrs.Inc. 59-1518838 Firm Tax ID Number 6200 Whiskey Creek Dr, 073863144 Street Address DUNS Number Fort Myers.Florida 33919 City, State, Zip 11/26/2014 Signature i� Date 03/04/2013-(2) 1 Packet Page-947- 4/14/2015 16.0.4. COLLIER COUNTY ANTICIPATED DBE OR M/WBE PARTICIPATION STATEMENT DBE/MBE/WBE Status will be verified. Unveritable statuses will require the PRIME to either provide a revised statement or provide source documentation that validates a status. ra;irgigij.=t,tatuaitg=,vwztt. rw,r*t:.=:.)iqct, let.trawl.0;:=.4,grA inirmatel01411,W0,14WAta: # Pet1001,:• •eertifigv,ft Vic ,rx,1 • • PRIME NAME PRIME FEID NUMBER CONTRACT DOLLAR AMOUNT Hole Montes,Inc. 59-1518838 IS THE PRIME A FLORIDA-CERTIFIED DISADVANTAGED, IS THE ACTIVITY OF THIS CONTRACT... MINORITY OR WOMEN BUSINESS ENTERPRISE? DBE? Y N CONSTRUCTION? (DBE/MBE/WBE) OR HAVE A SMALL DISADVANTAGED BUSINESS 8A CERTIFICATION FROM THE SMALL BUSINESS MBE? Y N CONSULTATION? ADMINISTRATION? WBE? Y N OTHER? SOB BA? Y N IS THIS SUBMISSION A REVISION? Y N IF YES,REVISION NUMBER 'eVaileleti011ffigTOLligagra414611gbitikaittilittiffigia.PAT EET,t8 , , ; . *1.1 • ,41;440214:1'.-APR,F.mx41,:a0.01 -4iilaRtP0Alootimod*-440.k.c04. SUBCONTRACTOR OR SUPPLIER TYPE OF WORK OR ETHNICITY CODE SUB/SUPPLIER PERCENT OF CONTRACT DBE M/WBE NAME SPECIALTY (See Below) DOLLAR AMOUNT DOLLARS DBE M/WBE Zabala Ericson,LLC Architectural DBE M/WBE TRC Worldwide Structural DBE M/WBE Central Florida Locating SUE Locates DBE M/WBE DBE M/WBE DBE M/WBE TOTALS: Vita, 4:11m)oft. „WO Mo. .MME: NOMVONIEAUW#VIV.4.4bir,-, . "”to.0. 4..t.,0,6e04.‘.obe AIWA NAME OF SUBMITTER DATE TITLE OF SUBMITTER Robert L.Murray 11/26/2014 Senior VP/Principal EMAIL ADDRESS OF PRIME(SUBMITTER) TELEPHONE NUMBER FAX NUMBER BobMurray@HMEng.com (239) 985-1200 (239) 985-1259 NOTE:This Information is used to track and report anticipated DBE or MBE participation in federally-funded contracts. The anticipated DBE or MBE amount Is voluntary and will not become part of the contractual terms,This form must be submitted at time of response to a solicitation. If and when awarded a County contract,the prime will be asked to update the information for the grant compliance files. magamatAtattek, saw* Black American Hispanic American HA Natiire.American Suocont Asian American SAA Asian-Pacific American APA Non-Minority Women NMW ..!'Other:.not.of lermewittairersiffi56',; -▪ Atta'14.1sYli DEPARTMENT NAME COLLIER CONTRACT P(IFB/RFP or PO/REO) FUNDING SO▪ URCE ACCEPTED BY: DATE Packet Page -948- /2015 1.:. COLLIER COUNTY GRANT COMPLIANCE FORM BID OPPORTUNITY LIST FOR COMMODITIES AND CONTRACTUAL SERVICES AND PROFESSIONAL CONSULTANT SERVICES It is the policy of Collier County that disadvantaged businesses and minority vendors,as defined in the Code of Federal Regulations(CFR)or Florida Statutes(FS),must have the opportunity to participate on contracts with federal and/or state grant assistance. Prime Contractor/Prime Consultant: Hole Montes, Inc. Address and Phone Number: 6200 Whiskey Creek Dr.,Ft. Myers,FL 33919 (239)985-1200 Procurement Number/Advertisement Number: RFP 14-6322 CAT Program Engineering/Arch Services The list below is intended to be a listing of firms that are,or attempting to,participate on the project numbered above. The list must include the firm bidding or quoting as prime,as well as subs and suppliers quoting for participation. Prime contractors and consultants must provide information for Numbers 1,2,3,and 4;and,should provide any information they have for Numbers 5,6,7,and 8. This form must be submitted with the bid package. 1. Federal Tax ID Number: 59-1518838 6.. DBE 8. Annual Gross Receipts 2. Firm Name. Nn1P Mnnte.Tnr ® Non-DBE Less than$1 million ._ 3. Phone Number: 239.254.2000 ._. Between$1-5 million 4. Address 950 Encore Way X Between$5-10 million Naples FT 341 1(1 7.` Subcontractor _Between$10-15 million Subconsultant More than$15 million X Prime 5. Year Firm Established: 1966 1. Federal Tax ID Number: 2 7-2 9 74 619 6.© DBE 8. Annual Gross Receipts 2. Firm Name: ZABALA ERI CKSON LLC III Non-DBE X Less than$1 million 3. Phone Number: 239-692-8245 Between$1-5 million _ 4. Address 1 02 0 PITH AVF SOTTTA Between$5-10 million SUITE 5 7, Subcontractor Between$10-15 million - NAPLES FL 34102 X Subconsultant More than$15 million 5. Year Firm Established: 2 010 1. Federal Tax ID Number: 65-0686746 6. DBE 8. Annual Gross Receipts 2. Firm Name: Fnrgr RnginPPring,'fn- X Non-DBE _Less than$1 million 3. Phone Number: 9'19. 514.4100 X Between$1-5 million 4. Address P.O. Box 113040 Between$5-10 million _ NaPiPS PT 94108 7•C Subcontractor -.Between$10 15 million X Subconsultant More than$15 million 5. Year Firm Established: 1996 1. Federal Tax ID Number: 20-1213755 6.© DBE 8. Annual Gross Receipts 2. Firm Name: Central Florida I orating,Inc. III Non-DBE X Less than$1 million 3. Phone Number: 119-776-4')67 Between$1-5 million _ 4. Address PQ ROY 1468 _Between$5-10 million Rtteh1, 11 FT 39519 7•El Subcontractor _-Between$10-15 million 5ubconsultant More than$15 million 5. Year Firm Established: 2004 Packet Page-949- COLLIER COUNTY GRANT COMPLIANCE FORM BID OPPORTUNITY LIST FOR COMMODITIES AND CONTRACTUAL SERVICES AND PROFESSIONAL CONSULTANT SERVICES Continued 1. Federal Tax ID Number: 6.. DBE B. Annual Gross Receipts F�-1 Rt73R53 - z. Firm Name: TRC Worldwide Engineering.Inc. © Non-DBE _Less than$1 million 3. Phone Number: 239.939.1414 Between$1-5 million 4. Address X-Between$5-10 million 119?h Fairway I Thrive Fort Myers,FL 33913 7._• Subcontractor Between$10-15 million - X Subconsultant More than$15 million 5. Year Firm Established: III. " - 'a -a .•• = Charland,Inc. est. 1967 1. Federal Tax ID Number: 594228645 6. DBE 8. Annual Gross Receipts 2. Firm Name: TLC Engineering for Architecture Non-DBE Less than$1 million 3. Phone Number: 239.275.4240 Between$1-5 million 4. Address 13099 S. Cleveland Ave r--Between$5-10 million Suite 500 7.8 Subcontractor. Between$10-15 million Fort Myers,FL 33907 Subconsultant X More than$15 million 5. Year Firm Established: 1955 1. Federal Tax ID Number: 6.1■•■ DBE 8. Annual Gross Receipts ■^ Non-DBE Less than$1 million 2. Firm Name: Between$1-5 million 3. Phone Number: Between$5-10 million 4. Address 1.-" 7.8 Subcontractor -_Between$10-15 million Subconsultant More than$15 million 5. Year Firm Established: 1. Federal Tax ID Number: 6.- DBE S. Annual Gross Receipts Non-DBE Less than$1 million 2. Firm Name: -' Between$1-5 million 3. Phone Number: Between$5-10 million 4. Address 7.8 Subcontractor Between$10 15 million Subconsutant More than$15 million _- 5. Year Firm Established: 1, Federal Tax ID Number: 6.8 DBE 8. Annual Gross Receipts No Less than$1 million 2. Firm Name: "" Between$1-5 million 3. Phone Number: Between$5-10 million 4. Address 7.r Subcontractor Between$10-15 million CSubconsultant More than$15 million 5. Year Firm Established: Packet Page-950- 4/14/2015 16. _ Collier County Acknowledgement of Terms, Conditions, and Grant Clauses Flow Down of Terms and Conditions from the Grant Agreement Subcontracts: If the vendor subcontracts any of the work required under this Agreement, a copy of the signed subcontract must be available to the Department for review and approval. The vendor agrees to include in the subcontract that (1) the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is bound by all applicable state and federal laws and regulations, and (iii)the subcontractor shall hold the Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. The recipient shall document in the quarterly report the subcontractor's progress in performing its work under this agreement. For each subcontract, the Recipient shall provide a written statement to the Department as to whether the subcontractor is a minority vendor as defined in Section 288,703, Fla. Stat. Grant Clauses On behalf of my firm, I acknowledge, and agree to perform all of the specifications and grant requirements identified in this solicitation document(s). Vendor/Contractor Name Hole Montes,Inc. Date 11/26/2014 Authorized Signature Address 6200 Whiskey Creek Drive Fort Myers,Florida 33919 Solicitation Collier Area Transit(CAT) Program Engineering/ Contract# RFP 14-6322 Architectural.Services 10/1/2012 Revision 2 1 �.. Packet Page -951- 4/14/2015 16.D.4. COLLIER COUNTY Vendor Submittal —Conflict of Interest Certification Collier County Solicitation No. Robert L. Murray , hereby certify that to the best of my knowledge, neither I nor my spouse, dependent child, general partner, or any organization for which I am serving as an officer, director, trustee, general partner or employee, or any person or organization with whom I am negotiating or have an arrangement concerning prospective employment has a financial interest in this matter. I further certify to the best of my knowledge that this matter will not affect the financial interests of any member of my household. Also, to the best of my knowledge, no member of my household; no relative with whom I have a close relationship; no one with whom my spouse, parent or dependent child has or seeks employment; and no organization with which I am seeking a business relationship nor which I now serve actively or have served within the last year are parties or represent a party to the matter. I also acknowledge my responsibility to disclose the acquisition of any financial or personal interest as described above that would be affected by the matter, and to disclose any interest I, or anyone noted above, has in any person or organization that does become involved in, or is affected at a later date by, the conduct of this matter. Robert L. Murray /(/),/ Name Signatu�/' Sr.Vice President/Principal 02/25/15 Position Date • Privacy Act Statement Title I of the Ethics in Government Act of 1978 (5 U.S.C. App.), Executive Order 12674 and 5 CFR Part 2634, Subpart I require the reporting of this information. The primary use of the information on this form is for review by officials of The Justice Department to determine compliance with applicable federal conflict of interest laws and regulations. Additional disclosures of the information on this report may be made: (1) to a federal, state or local law enforcement agency if the Justice Department becomes aware of a violation or potential violation of law or regulations; (2) to a court or party in a court or federal administrative proceeding if the government is a party or in order to comply with a judge-issued subpoena; (3) to a source when necessary to obtain information relevant to a conflict of interest investigation or decision; (4)to the National Archives and Records Administration or the General Services Administration in records management inspections; (5) to the Office of Management and Budget during legislative coordination on private relief legislation; and (6) in response to a request for discovery or for the appearance of a witness in a judicial or administrative proceeding, if the information is relevant to the subject matter. This confidential certification will not be disclosed to any requesting person unless authorized by law. See also the OGE/GOVT-2 executive branch-wide Privacy Act system of records. Packet Page-952- 4/14/2015 16.D.4., t f COLLIER COUNTY Certification Regarding Drug-Free Workplace Requirements The grantee certifies that it will provide a drug-free workplace by: (a) Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the grantee's workplace and specifying the actions that will be taken against employees for violation of such prohibition; (b) Establishing a drug-free awareness program to inform employees about—(1) The dangers of drug abuse in the workplace; (2) The grantee's policy of maintaining a drug-free workplace; (3) Any available drug counseling, rehabilitation and employee assistance programs, and (4) The penalties that may be imposed upon employees for drug abuse violations occurring in the workplace. • (c) Making it a requirement that each employee to be engaged in the performance of the grant be given a copy of the statement required by paragraph (a); (d) Notifying the employee in the statement required by paragraph (a)that, as a condition of employment under the grant, the employee will— (1) Abide by the terms of the statement; and (2) Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after each conviction; (e) Notifying the agency within ten days after receiving notice under subparagraph (d)(2) from an employee or otherwise receiving actual notice of such conviction; (f) Taking one of the following actions, within 30 days of receiving notice under subparagraph (d)(2), with respect to any employee who is so convicted— (1) Taking appropriate personnel action against such an employee, up to and including termination; or (2) Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency; (g) Making a good faith effort to continue to maintain a drug-free workplace through implementation of paragraphs (a), (b), (c), (d), (e) and (f). Robert L. Murray, P.E. Sr. Vice President/Principal Certifying Official Nam: Title / L - Ad 02/25/15 Signature Date Packet Page-953- 4/14/2015 16.D.4. 1 vf•VLRSiY IS A lLRtlSLL or HISS Company ID Number: 219629 THE E-VERIFY PROGRAM FOR EMPLOYMENT VERIFICATION MEMORANDUM OF UNDERSTANDING ARTICLE I PURPOSE AND AUTHORITY This Memorandum of Understanding (MOU) sets forth the points of agreement between the Department of Homeland Security (DHS) and Hole Montes, Inc. (Employer) regarding the Employer's participation in the Employment Eligibility Verification Program (E-Verify). This MOU explains certain features of the E-Verify program and enumerates specific responsibilities of DHS, the Social Security Administration (SSA), and the Employer. E-Verify is a program that electronically confirms an employee's eligibility to work in the United States after completion of the Employment Eligibility Verification Form (Form 1-9). For covered government contractors, E- Verify is used to verify the employment eligibility of all newly hired employees and all existing employees assigned to Federal contracts. Authority for the E-Verify program is found in Title IV, Subtitle A, of the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (IIRIRA), Pub. L. 104-208, 110 Stat. 3009, as amended (8 U.S.C. § 1324a note). Authority for use of the E-Verify program by Federal contractors and subcontractors covered by the terms of Subpart 22.18, "Employment Eligibility Verification", of the Federal Acquisition Regulation (FAR) (hereinafter referred to in this MOU as a `Federal contractor") to verify the employment eligibility of certain employees working on Federal contracts is also found in Subpart 22.18 and in Executive Order 12989, as amended. ARTICLE Il FUNCTIONS TO BE PERFORMED A. RESPONSIBILITIES OF SSA 1.. SSA agrees to provide the Employer with available information that allows the Employer to confirm the accuracy of Social Security Numbers provided by all employees verified under this MOU and the employment authorization of U.S. citizens. 2. SSA agrees to provide to the Employer appropriate assistance with operational problems that may arise during the Employer's participation in the E-Verify program. SSA agrees to provide the Employer with names, titles, addresses, and telephone numbers of SSA representatives to be contacted during the E-Verify process. 3. SSA agrees to safeguard the information provided by the Employer through the E-Verify program procedures, and to limit access to such information, as is appropriate by law, to individuals responsible for the verification of Social Security Numbers and for evaluation of the E-Verify program or such other persons or entities who may be authorized by SSA as governed by the Privacy Act (5 U.S.C. § 552a), the Social Security Act (42 U.S.C. 1306(a)), and SSA regulations (20 CFR Part 401). Page 1 of 131E-Verify MOU for EmployerlRevision Date 10/29/08 www.dhs.gov/E-Verify Packet Page-954- 4/14/2015 16.D.4. F a ;OA*. 1�= g 2 E-VeriFy , R-ViitlT IS A fLiVILL Of MS Company ID Number:219629 4. SSA agrees to provide a means of automated verification that is designed (in conjunction with DHS's automated system if necessary) to provide confirmation or tentative nonconfirmation of U.S. citizens' employment eligibility within 3 Federal Government work days of the initial inquiry. 5. SSA agrees to provide a means of secondary verification (including updating SSA records as may be necessary) for employees who contest SSA tentative nonconfirmations that is designed to provide final confirmation or nonconfirmation of U.S. citizens' employment eligibility and accuracy of SSA records for both citizens and aliens within 10 Federal Government work days of the date of referral to SSA, unless SSA determines that more than 10 days may be necessary. In such cases, SSA will provide additional verification instructions. B. RESPONSIBILITIES OF DHS 1. After SSA verifies the accuracy of SSA records for aliens through E-Verify, DHS agrees to provide the Employer access to selected data from DHS's database to enable the Employer to conduct, to the extent authorized by this MOU: • Automated verification checks on alien employees by electronic means, and • Photo verification checks (when available) on employees. 2. DHS agrees to provide to the Employer appropriate assistance with operational problems that may arise during the Employer's participation in the E-Verify program. OHS agrees to provide the Employer names, titles, addresses, and telephone numbers of DHS representatives to be contacted during the E-Verify process. 3. DHS agrees to provide to the Employer a manual (the E-Verify User Manual) containing instructions on E-Verify policies, procedures and requirements for both SSA and DHS, including restrictions on the use of E-Verify. DHS agrees to provide training materials on E-Verify. 4. DHS agrees to provide to the Employer a notice, which indicates the Employer's participation in the E-Verify program. DHS also agrees to provide to the Employer anti- discrimination notices issued by the Office of Special Counsel for Immigration-Related Unfair Employment Practices (OSC), Civil Rights Division, U.S. Department of Justice. 5. DHS agrees to issue the Employer a user identification number and password that permits the Employer to verify information provided by alien employees with DHS's database. 6. DHS agrees to safeguard the information provided to DHS by the Employer, and to limit access to such information to individuals responsible for the verification of alien employment eligibility and for evaluation of the E-Verify program, or to such other persons or entities as may be authorized by applicable law. Information will be used only to verify the accuracy of Social Security Numbers and employment eligibility, to enforce the Immigration and Nationality Act (INA) and Federal criminal laws, and to administer Federal contracting requirements. 7. DHS agrees to provide a means of automated verification that is designed (in conjunction with SSA verification procedures) to provide confirmation or tentative Page 2 of 131E-Verify MOU for EmployerlRevision Date 10/29/06 www.dhs.gov/E-Verify Packet Page-955- • - 4/14/2015 16.D.4. ttt enY t.V6AIPT i[A[tAVlC[OP DNS • Company ID Number. 219629 nonconfirmation of employees' employment eligibility within 3 Federal Government work days of the initial inquiry. 8. DHS agrees to provide a means of secondary verification (including updating DHS records as may be necessary) for employees who contest DHS tentative nonconfirmations and photo non-match tentative nonconfirmations that is designed to provide final confirmation or nonconfirmation of the employees' employment eligibility within 10 Federal Government work days of the date of referral to DHS, unless DHS determines that more than 10 days may be necessary. In such cases, DHS will provide additional verification instructions. C. RESPONSIBILITIES OF THE EMPLOYER 1. The Employer agrees to display the notices supplied by DHS in a prominent place that is clearly visible to prospective employees and all employees who are to be verified through the system. 2. The Employer agrees to provide to the SSA and DHS the names, titles, addresses, and telephone numbers of the Employer representatives to be contacted regarding E-Verify. 3. The Employer agrees to become familiar with and comply with the most recent version of the E-Verify User Manual. 4. The Employer agrees that any Employer Representative who will perform employment verification queries will complete the E-Verify Tutorial before that individual initiates any queries. A. The Employer agrees that all Employer representatives will take the refresher tutorials initiated by the E-Verify program as a condition of continued use of E- Verify, including any tutorials for Federal contractors if the Employer is a Federal contractor. B. Failure to complete a refresher tutorial will prevent the Employer from continued use of the program. 5. The Employer agrees to comply with current Form 1-9 procedures, with two exceptions: • If an employee presents a "List B" identity document, the Employer agrees to only accept "List B" documents that contain a photo. (List B documents identified in B C.F.R. § 274a.2(b)(1)(B)) can be presented during the Form 1-9 process to establish identity.) If an employee objects to the photo requirement for religious reasons, the Employer should contact E-Verify at 888-464-4218. • If an employee presents a DHS Form 1-551 (Permanent Resident Card) or Form 1-766 (Employment Authorization Document)to complete the Form 1-9, the Employer agrees to make a photocopy of the document and to retain the photocopy with the employee's Form 1-9. The employer will use the photocopy to verify the photo and to assist DHS with its review of photo non-matches that are contested by employees. Note that employees retain the right to present any List A, or List B and List C, documentation to • complete the Form 1-9. OHS may in the future designate other documents that activate the photo screening tool. Page 3 of 131E-Verify MOU for EmployerlRevision Date 10129/08 www.dhs.gov/E-Verify Packet Page -956- -- - 4/14/201516. . : • e t j is 4. a NATO ON o.vex'rY 13 A SERVICE or OHO Company ID Number: 219629 6. The Employer understands that participation in E-Verify does not exempt the Employer from the responsibility to complete, retain, and make available for inspection Forms 1-9 that relate to its employees, or from other requirements of applicable regulations or laws, including the obligation to comply with the antidiscrimination requirements of section 274B of the INA with respect to Form 1-9 procedures, except for the following modified requirements applicable by reason of the Employer's participation in E-Verify: (1) identity documents must have photos, as described in paragraph 5 above; (2) a rebuttable presumption is established that the Employer has not violated section 274A(a)(1)(A) of the Immigration and Nationality Act (INA) with respect to the hiring of any individual if it obtains confirmation of the identity and employment eligibility of the individual in compliance with the terms and conditions of E-Verify; (3) the Employer must notify DHS if it continues to employ any employee after receiving a final nonconfirmation, and is subject to a civil money penalty between $550 and $1,100 for each failure to notify.DHS of continued employment following a final nonconfirmation; (4) the Employer is subject to a rebuttable presumption that it has knowingly employed an unauthorized alien in violation of section 274A(a)(1)(A) if the Employer continues to employ an employee after receiving a final nonconfirmation; and (5) no person or entity participating in E-Verify is civilly or criminally liable under any law for any action taken in good faith based on information provided through the confirmation system. DHS reserves the right to conduct Form 1-9 compliance inspections during the course of E-Verify, as well as to conduct any other enforcement activity authorized by law. 7. The Employer agrees to initiate E-Verify verification procedures for new employees within 3 Employer business days after each employee has been hired (but after both sections 1 and 2 of the Form 1-9 have been completed), and to complete as many (but only as many)steps of the E-Verify process as are necessary according to the E-Verify User Manual. The Employer is prohibited from initiating verification procedures before the employee has been hired and the Form 1-9 completed. If the automated system to be queried is temporarily unavailable, the 3-day time period is extended until it is again operational in order to accommodate the Employer's attempting, in good faith, to make inquiries during the period of unavailability. In all cases, the Employer must use the SSA verification procedures first, and use DHS verification procedures and photo screening tool only after the SSA verification response has been given. Employers may initiate verification by notating the Form 1-9 in circumstances where the employee has applied for a Social Security Number (SSN) from the SSA and is waiting to receive the SSN, provided that the Employer performs an E-Verify employment verification query using the employee's SSN as soon as the SSN becomes available. 8. The Employer agrees not to use E-Verify procedures for pre-employment screening of job applicants, in support of any unlawful employment practice, or for any other use not authorized by this MOU. Employers must use E-Verify for all new employees, unless an Employer is a Federal contractor that qualifies for the exceptions described in Article II.D.1.c. Except as provided in Article II.D, the Employer will not verify selectively and will not verify employees hired before the effective date of this MOU. The Employer understands that if the Employer uses E-Verify procedures for any purpose other than as authorized by this MOU, the Employer may be subject to appropriate legal action and termination of its access to SSA and DHS information pursuant to this MOU. 9. The Employer agrees to follow appropriate procedures (see Article III. below) regarding tentative nonconfirmations, including notifying employees of the finding, providing written referral instructions to employees, allowing employees to contest the finding, and not taking �-•, Page 4 of 131E-Verify MOU for EmployerlRevision Date 10/29/08 www.dhs.gov/E-Verify Packet Page -957- 4/14/2015 16.D.4.- /1 r' a M r: '0,,1 111111 D. Y n.s ic•vcasrr is a acavicc or DIM Company ID Number:219629 adverse action against employees if they choose to contest the finding. Further, when employees contest a tentative nonconfirmation based upon a photo non-match, the Employer is required to take affirmative steps (see Article III.B. below) to contact DHS with information necessary to resolve the challenge. 10. The Employer agrees not to take any adverse action against an employee based upon the employee's perceived employment eligibility status while SSA or DHS is processing the verification request unless the Employer obtains knowledge (as defined in 8 C.F.R. § 274a.1(1)) that the employee is not work authorized. The Employer understands that an initial inability of the SSA or DHS automated verification system to verify work authorization, a tentative nonconfirmation, a case in continuance (indicating the need for additional time for the government to resolve a case), or the finding of a photo non-match, does not establish, and should not be interpreted as evidence, that the employee is not work authorized. In any of the cases listed above, the employee must be provided a full and fair opportunity to contest the finding, and if he or she does so, the employee may not be terminated or suffer any adverse employment consequences based upon the employee's perceived employment eligibility status (including denying, reducing, or extending work hours, delaying or preventing training, requiring an employee to work in poorer conditions, refusing to assign the employee to a Federal contract or other assignment, or otherwise subjecting an employee to any assumption that he or she is unauthorized to work) until and unless secondary verification by SSA or DHS has been completed and a final nonconfirmation has been issued. If the employee does not choose to contest a tentative nonconfirmation or a photo non-match or if a secondary verification is completed and a final nonconfirmation is issued, then the Employer can find the employee is not work authorized and terminate the employee's employment. Employers or employees with questions about a final nonconfirmation may call E-Verify at 1-888-464-4218 or OSC at 1-800- 255-8155 or 1-800-237-2515 (TDD). 11. The Employer agrees to comply with Title VII of the Civil Rights Act of 1964 and section 274B of the INA by not discriminating unlawfully against any individual in hiring, firing, or recruitment or referral practices because of his or her national origin or, in the case of a protected individual as defined in section 274B(a)(3) of the INA, because of his or her citizenship status. The Employer understands that such illegal practices can include selective verification or use of E-Verify except as provided in part D below, or discharging or refusing to hire employees because they appear or sound "foreign" or have received tentative nonconfirmations. The Employer further understands that any violation of the unfair immigration-related employment practices provisions in section 2748 of the INA could subject the Employer to civil penalties, back pay awards, and other sanctions, and violations of Title VII could subject the Employer to back pay awards, compensatory and punitive damages. Violations of either section 274B of the INA or Title VII may also lead to the termination of its participation in E-Verify. If the Employer has any questions relating to the anti-discrimination provision, it should contact OSC at 1-800-255-8155 or 1-800-237-2515 (TDD). 12. The Employer agrees to record the case verification number on the employee's Form 1-9 or to print the screen containing the case verification number and attach it to the employee's Form 1-9. 13. The Employer agrees that it will use the information it receives from SSA or DHS pursuant to E-Verify and this MOU only to confirm the employment eligibility of employees as Page 5 of 131E-Verify MOU for Employer1Revision Date 1029/08 www.dhs.gov/E-Verify Packet Page-958- 4/14/2015 16.D.4.• ;...r:., air. [ k'; $ � Verily p y '.`U„ nlll�C,0 [•V[}ITT I3 A i[RVIC[or D[7 Company ID Number:219629 authorized by this MOU. The Employer agrees that it will safeguard this information, and means of access to it (such as PINS and passwords)to ensure that it is not used for any other purpose and as necessary to protect its confidentiality, including ensuring that it is not disseminated to any person other than employees of the Employer who are authorized to perform the Employer's responsibilities under this MOU, except for such dissemination as may be authorized in advance by SSA or DHS for legitimate purposes. 14. The Employer acknowledges that the information which it receives from SSA is governed by the Privacy Act (5 U.S.C. § 552a(i)(1) and (3)) and the Social Security Act (42 U.S.C. 1306(a)), and that any person who obtains this information under false pretenses or uses it for any purpose other than as provided for in this MOU may be subject to criminal penalties. 15. The Employer agrees to cooperate with DHS and SSA in their compliance monitoring and evaluation of E-Verify, including by permitting DHS and SSA, upon reasonable notice, to review Forms 1-9 and other employment records and to interview it and its employees regarding the Employer's use of E-Verify, and to respond in a timely and accurate manner to DHS requests for information relating to their participation in E-Verify. D. RESPONSIBILITIES OF FEDERAL CONTRACTORS 1. The Employer understands that if it is a Federal contractor subject to the employment verification terms in Subpart 22.18 of the FAR it must verify the employment eligibility of any "employee assigned to the contract" (as defined in FAR 22.1801) in addition to ■••■ verifying the employment eligibility of all other employees required to be verified under the FAR. Once an employee has been verified through E-Verify by the Employer, the Employer may not reverify the employee through E-Verify. a. Federal contractors not enrolled at the time of contract award: An Employer that is not enrolled in E-Verify as a Federal contractor at the time of a contract award must enroll as a Federal contractor in the E-Verify program within 30 calendar days of contract award and, within 90 days of enrollment, begin to use E-Verify to initiate verification of employment eligibility of new hires of the Employer who are working in the United States, whether or not assigned to the contract. Once the Employer begins verifying new hires, such verification of new hires must be initiated within 3 business days after the date of hire. Once enrolled in E-Verify as a Federal contractor, the Employer must initiate verification of employees assigned to the contract within 90 calendar days after the date of enrollment or within 30 days of an employee's assignment to the contract, whichever date is later. b. Federal contractors already enrolled at the time of a contract award: Employers enrolled in E-Verify as a Federal contractor for 90 days or more at the time of a contract award must use E-Verify to initiate verification of employment eligibility for new hires of the Employer who are working in the United States, whether or not assigned to the contract, within 3 business days after the date of hire. If the Employer is enrolled in E-Verify as a Federal contractor for 90 calendar days or less at the time of contract award, the Employer must, within 90 days of enrollment, begin to use E-Verify to initiate verification of new hires of the contractor who are working in the United States, whether or not assigned to the contract. Such verification of new hires must be initiated within 3 business days after the date of hire. An Employer enrolled as a Federal contractor in E-Verify must initiate verification of each employee assigned to the Page 6 of 131E-Verify MOU for EmployerlRevision Date 1029/08 www.dhs.gov/E-Verify Packet Page-959- 4/14/2015 16.D.4.- � k at- tip yic.Karr is.seOvtct Of DNS Company ID Number:219629 contract within 90 calendar days after date of contract award or within 30 days after assignment to the contract, whichever is later. c. Institutions of higher education, State, local and tribal governments and sureties: Federal contractors that are institutions of higher education (as defined at 20 U.S.C. 1001(a)), State or local governments, governments of Federally recognized Indian tribes, or sureties performing under a takeover agreement entered into with a Federal agency pursuant to a performance bond may choose to only verify new and existing employees assigned to the Federal contract. Such Federal contractors may, however, elect to verify all new hires, and/or all existing employees hired after November 6, 1986. The provisions of Article 1I.D, paragraphs 1.a and 1.b of this MOU providing timeframes for initiating employment verification of employees assigned to a contract apply to such institutions of higher education, State, local and tribal governments, and sureties. d. Verification of all employees: Upon enrollment, Employers who are Federal contractors may elect to verify employment eligibility of all existing employees working in the United States who were hired after November 6, 1986, instead of verifying only those employees assigned to a covered Federal contract. After enrollment, Employers must elect to do so only in the manner designated by DHS and initiate E-Verify verification of all existing employees within 180 days after the election. e. Form 1-9 procedures for Federal contractors: The Employer may use a previously completed Form 1-9 as the basis for initiating E-Verify verification of an employee assigned to a contract as long as that Form 1-9 is complete (including the SSN), complies with Article 11.C.5, the employee's work authorization has not expired, and the Employer has reviewed the information reflected in the Form 1-9 either in person or in communications with the employee to ensure that the employee's stated basis in section 1 of the Form 1-9 for work authorization has not changed (including, but not limited to, a lawful permanent resident alien having become a naturalized U.S. citizen). If the Employer is unable to determine that the Form 1-9 complies with Article I1.C.5, if the employee's basis for work authorization as attested in section 1 has expired or changed, or if the Form 1-9 contains no SSN or is otherwise incomplete, the Employer shall complete a new 1-9 consistent with Article 11.C.5, or update the previous 1-9 to provide the necessary information. If section 1 of the Form 1-9 is otherwise valid and up-to- date and the form otherwise complies with Article II.C.5, but reflects documentation (such as a U.S. passport or Form 1-551) that expired subsequent to completion of the Form 1-9, the Employer shall not require the production of additional documentation, or use the photo screening tool described in Article II.C.5, subject to any additional or superseding instructions that may be provided on this subject in the E-Verify User Manual. Nothing in this section shall be construed to require a second verification using E-Verify of any assigned employee who has previously been verified as a newly hired employee under this MOU, or to authorize verification of any existing employee by any Employer that is not a Federal contractor. 2. The Employer understands that if it is a Federal contractor, its compliance with this MOU is a performance requirement under the terms of the Federal contract or subcontract, and the Employer consents to the release of information relating to compliance with its verification responsibilities under this MOU to contracting officers or other officials authorized to review the Employer's compliance with Federal contracting requirements. Page 7 of 131E-Verify MOU for EmployerlRevision Date 1029/08 www.dhs.gov/E-Verify Packet Page-960- • 4/14/2015 16.D.A 'dc . tact`,t. a'4..„iFy I•VSSITY IS A fCRVICO 0!0115 • Company ID Number: 219629 1 ARTICLE III REFERRAL OF INDIVIDUALS TO SSA AND DHS A. REFERRAL TO SSA 1. If the Employer receives a tentative nonconfirmation issued by SSA, the Employer must print the tentative nonconfirmation notice as directed by the automated system and provide it to the employee so that the employee may determine whether he or she will contest the tentative nonconfirmation. 2. The Employer will refer employees to SSA field offices only as directed by the automated system based on a tentative nonconfirmation, and only after the Employer records the case verification number, reviews the input to detect any transaction errors, and determines that the employee contests the tentative nonconfirmation. The Employer will transmit the Social Security Number to SSA for verification again if this review indicates a need to do so. The Employer will determine whether the employee contests the tentative nonconfirmation as soon as possible after the Employer receives it. 3. If the employee contests an SSA tentative nonconfirmation, the Employer will provide the employee with a system-generated referral letter and instruct the employee to visit an SSA n office within 8 Federal Government work days. SSA will electronically transmit the result of the referral to the Employer within 10 Federal Government work days of the referral unless it determines that more than 10 days is necessary. The Employer agrees to check the E-Verify system regularly for case updates. 4. The Employer agrees not to ask the employee to obtain a printout from the Social Security Number database (the Numident) or other written verification of the Social Security Number from the SSA. B. REFERRAL TO DHS 1. If the Employer receives a tentative nonconfirmation issued by DHS, the Employer must print the tentative nonconfirmation notice as directed by the automated system and provide it to the employee so that the employee may determine whether he or she will contest the tentative nonconfirmation. 2. If the Employer finds a photo non-match for an employee who provides a document for which the automated system has transmitted a photo, the employer must print the photo non- match tentative nonconfirmation notice as directed by the automated system and provide it to the employee so that the employee may determine whether he or she will contest the finding. 3. The Employer agrees to refer individuals to DHS only when the employee chooses to contest a tentative nonconfirmation received from DHS automated verification process or when the Employer issues a tentative nonconfirmation based upon a photo non-match. The Employer will determine whether the employee contests the tentative nonconfirmation as soon as possible Page 8 of 131E•Verify MOU for EmployerlRevision Date 10/29/08 www.dhs.gov/E-Verify Packet Page-961- - --- 4/14/201516.D.4. H41�F C,. Ate,{'w V�''rlF y���Il�r ,y It•VLRIf]]]A]tRVICt O]DM] Company ID Number. 219629 after the Employer receives it. 4. If the employee contests a tentative nonconfirmation issued by DHS, the Employer will provide the employee with a referral letter and instruct the employee to contact DHS through its toll-free hotline (as found on the referral letter)within 8 Federal Government work days. 5. If the employee contests a tentative nonconfirmation based upon a photo non-match, the Employer will provide the employee with a referral letter to DHS. DHS will electronically transmit the result of the referral to the Employer within 10 Federal Government work days of the referral unless it determines that more than 10 days is necessary. The Employer agrees to check the E- Verify system regularly for case updates. 6. The Employer agrees that if an employee contests a tentative nonconfirmation based upon a photo non-match, the Employer will send a copy of the employee's Form 1-551 or Form 1-766 to DHS for review by: • Scanning and uploading the document, or • Sending a photocopy of the document by an express mail account (furnished and paid for by DHS). 7. The Employer understands that if it cannot determine whether there is a photo match/non-match, the Employer is required to forward the employee's documentation to DHS by scanning and uploading, or by sending the document as described in the preceding paragraph, and resolving the case as specified by the Immigration Services Verifier at DHS who will determine the photo match or non-match, ARTICLE IV SERVICE PROVISIONS SSA and DHS will not charge the Employer for verification services performed under this MOU. The Employer is responsible for providing equipment needed to make inquiries. To access the E-Verify System, an Employer will need a personal computer with Internet access. ARTICLE V PARTIES A. This MOU is effective upon the signature of all parties, and shall continue in effect for as long as the SSA and DHS conduct the E-Verify program unless modified in writing by the mutual consent of all parties, or terminated by any party upon 30 days prior written notice to the others. Any and all system enhancements to the E-Verify program by DHS or SSA, including but not limited to the E-Verify checking against additional data sources and instituting new verification procedures, will be covered under this MOU and will not cause the need for a supplemental MOU that outlines these changes. DHS agrees to train employers on all changes made to E- Verify through the use of mandatory refresher tutorials and updates to the E-Verify User Manual. Even without changes to E-Verify, DHS reserves the right to require employers to take Page 9 of 131E-Verify MOU for EmployerlRevision Date 10/29/08 www.dhs.gov/E-Verify Packet Page -962- 4/14/2015 16.D.4. ' VMf. ti,ALC,lC S a`N Q} / Q i Vey s mars Is A moms or OI DNS Company ID Number:219629 mandatory refresher tutorials. An Employer that is a Federal contractor may terminate this MOU when the Federal contract that requires its participation in E-Verify is terminated or completed. In such a circumstance, the Federal contractor must provide written notice to DHS. If an Employer that is a Federal contractor fails to provide such notice, that Employer will remain a participant in the E-Verify program, will remain bound by the terms of this MOU that apply to non-Federal contractor participants, and will be required to use the E-Verify procedures to verify the employment eligibility of all newly hired employees. B. Notwithstanding Article V, part A of this MOU, DHS may terminate this MOU if deemed necessary because of the requirements of law or policy, or upon a determination by SSA or DHS that there has been a breach of system integrity or security by the Employer, or a failure on the part of the Employer to comply with established procedures or legal requirements. The Employer understands that if it is a Federal contractor, termination of this MOU by any party for any reason may negatively affect its performance of its contractual responsibilities. C. Some or all SSA and DHS responsibilities under this MOU may be performed by contractor(s), and SSA and DHS may adjust verification responsibilities between each other as they may determine necessary. By separate agreement with DHS, SSA has agreed to perform its responsibilities as described in this MOU. D. Nothing in this MOU is intended, or should be construed, to create any right or benefit, substantive or procedural, enforceable at law by any third party against the United States, its n agencies, officers, or employees, or against the Employer, its agents, officers, or employees. E. Each party shall be solely responsible for defending any claim or action against it arising out of or related to E-Verify or this MOU, whether civil or criminal, and for any liability wherefrom, including (but not limited to) any dispute between the Employer and any other person or entity regarding the applicability of Section 403(d) of IIRIRA to any action taken or allegedly taken by the Employer. F. The Employer understands that the fact of its participation in E-Verify is not confidential information and may be disclosed as authorized or required by law and DHS or SSA policy, including but not limited to, Congressional oversight, E-Verify publicity and media inquiries, determinations of compliance with Federal contractual requirements, and responses to inquiries under the Freedom of Information Act (FOIA). G. The foregoing constitutes the full agreement on this subject between DHS and the Employer. H. The individuals whose signatures appear below represent that they are authorized to enter into this MOU on behalf of the Employer and DHS respectively. Page 10 of 131E-Verify MOU for EmployerlRevision Date 10/29108 www.dhs.gov/E-Verify Packet Page -963- r 4/14/2015 16.D.4.. �� - " l s 1 f.;, �/ 4% i l'4'lli ' ..' en 1y1 E•KR1tY Is A SERVICE.OP OAS Company ID Number. 219629 To be accepted as a participant in E-Verify, you should only sign the Employer's Section of the signature page. If you have any questions, contact E-Verify at 888-464-4218. Employer Hole Montes,Inc. June Sapp Name(Please Typa.or Print) Title Electronically Signed 06/09/2009 Signature Date Department of Homeland Security-Verification Division USCIS Verification Division Name(Please Type or Print) Title Electronically Signed 06/09/2009 Signature Date • Page 11 of 131E-Verify MOU for EmployerjRevision Date 10/29/08 www.dhs.gov/E-Verify Packet Page -964- 4/14/2015 16. wi :4.Li4 0'c. ;yf,I'I'�i la, ICE Rn VeruFy Company ID Number: 219629 Information Required for the E-Verify Program Information relating to your Company: Company Name: Hole Montes, Inc. Company Facility Address:950 Encore Way Naples,FL 34110 Company Alternate Address: P.O.Box 111629 Naples, FL 34108 County or Parish: COLLIER Employer Identification Number: 591518838 North American Industry Classification Systems Code: 541 Parent Company: Number of Employees: 20 to 99 Number of Sites Verified for: 2 Are you verifying for more than 1 site? If yes, please provide the number of sites verified for in each State: • FLORIDA 2 site(s) Page 12 of 131E-Verify MOU for EmployerlRevision Date 10129/06 www.dhs.gov/E-Verify Packet Page-965- 4/14/2015 15.0.4. /„„E+• 0. 15 AA E-VeriFy IL MITT i5 A SLAVIC' 0/DRL Company ID Number:219629 Information relating to the Program Administrator(s)for your Company on policy questions or operational problems: Name: June T Sapp Telephone Number: (239)254.2000 ext.2014 Fax Number: (239)254-2098 E-mail Address: JuneSapp@hmeng.com Name: John R Woiski Telephone Number: (239)254-2000 ext.20692069 Fax Number: (239)254.20115 E-mail Address: JohnWolski @hmeng.com • Page 13 of 13iE-Verify MOU for EmployegRevision Date 102 www.dhs.gov/E-Verify 9 Y Packet Page-966- 4/14/201516.D.e'. • pe4rS?5Z. Adminislraiue Sys Division Purchasing Immigration Law Affidavit Certification This Affidavit is required and should be signed, notarized by an authorized principal of the firm and submitted with formal Invitations to Bid (ITBIt)and Request for Proposals (RFP)submittals. Further,Vendors/Bidders are required to enroll in the E-Verify program,and provide acceptable evidence of their enrollment, at the time of the submission of the vendor(S/bidderal proposal. Acceptable evidence consists of a copy of the properly completed E-Verify Company Profile page or a copy of the fully executed E-Verify Memorandum of Understanding for the company. Failure to include this Affidavit and acceptable evidence of enrollment in the E-Verify program,shall deem the Vendor/Bidder proposal as non-responsive. Collier County will not intentionally award County contracts to any vendor who knowingly employs unauthorized alien workers, constituting a violation of the employment provision contained in 8 U.S.C. Section 1324 a(e) Section 274A(e)of the Immigration and Nationality Act(iTt4AL). Collier County may consider the employment by any vendor of unauthorized aliens a violation of Section 274A (e)of the INA. Such Violation by the recipient of the Employment Provisions contained in Section 274A(e)of the INA shall be grounds for unilateral termination of the contract by Collier County. Vendor attests that they are fully compliant with all applicable immigration laws(specifically to the 1986 Immigration Act and subsequent Amendment(s))and agrees to comply with the provisions of the Memorandum of Understanding with E-Verify and to provide proof of enrollment in The Employment Eligibility Verification System (E-Verify), operated by the Department of Homeland Security in partnership with the Social Security Administration at the time of submission of the VendorS/BidderM proposal. Company Name Hole Mantes. Inc. Print Name John R. Wolski Title Trpaanrpr Signature c 4Jp4 L, ' Date 10/19/10 State of County of (..6. The foregoing instrument was signed and acknowledged before me this \ctl"flay of S k20_112, who he redtaeed . . ..i iI as identification. ype T e of Identificati• nd Number) t or ype Name) ► «( YP �: 4 0"61•0•4 DEBRA! ti000E �� PubNc�Sate of Fbrida Notary Public Signature I _• := My Comm,Expires Aug 4,2013 Commission DD 889948 " 1t. Bonded Through National Notary Assn. Printed Name of Notary P tic g (42 l7otary Commission Numbe xpiration The signee of this Affidavit guarantees, as evidenced by the sworn affidavit required herein,the truth and accuracy of this affidavit to interrogatories hereinafter made. Packet Page-967- 4/14/2015 16.D.4. System for Award Management Page 1 of 1 USER NAME PASSWORD • Estagthismal2 Create an Account .. HOLE MOMS,INC. 950 ENCORE WAY STE 200 Entity Dashboard DUNS: 073863144 CAGE Code: 57AT5 NAPLES,FL,3410-9176, Status:Active UNITED STATES Expiration Date:08/27/2015 Entity Overview Purpose of Registration:All Awards Entity Record Entity Overview Core Data Assertions REDS&Cert Name:HOLE MONIES,INC. Business Type:Business or Organization POC Name;BOB MURRAY Registration Status:Active Activation Date:08/2712014 Reports Expiration Date:08/27/2015 Service Contract Report 131oPreferred Report • Exclusions Exclusions Active Exclusions • • Active Exclusion Records?No Inactive Exclusions Excluded Family Members '''ILUTURITTO BURCH SAN I System for/mord Maneganlant 10 IBM vl.P.24.20150116-1811 WW2 Note to all Users:This Is a Federal Government computer system.Use of this jl system mnstilutes consent to monitoring at all times. https://www.sam.gov/portal/SAM/?navigat?_ Page-968-.00ABXdcACJqYXZheC5... 1/22/2015 4/14/2015 16.D.4. Detail by Entity Name Page 1 of 3 FLORIDA DEPARTMENT OP STATE ,' DIVISION OF CORPORATIONS s „ 1111,; Detail by Entity Name Florida Profit Corporation • HOLE MONTES, INC. Filing Information Document Number 449782 FEl/EIN Number 591518838 Date Filed 04/03/1974 State FL Status ACTIVE Last Event NAME CHANGE AMENDMENT Event Date Filed 11/29/2000 Event Effective Date NONE Principal Address 950 ENCORE WAY NAPLES, FL 34110 Changed: 02/20/2001 Mailing Address 950 ENCORE WAY NAPLES,FL 34110 Changed: 03/07/2008 Registered Agent Name &Address WOLSKI, JOHN R 950 ENCORE WAY NAPLES, FL 34110 Name Changed: 11/01/1996 Address Changed: 02/20/2001 Officer/Director Detail Name &Address Title PD TAYLOR, THOMAS M 950 ENCORE WAY NAPLES, FL 34110 http://search.sunbiz.org/lnquiry/Corporation Packet Page-969-.tDetail?inquirytype=Entity... 1/22/2015 4/14/2015 16.D.4. Detail by Entity Name Page 2 of 3 Title VD HERMANSON, GEORGE H 950 ENCORE WAY NAPLES, FL 34110 Title VD MURRAY, ROBERT L 6200 WHISKEY CREEK DRIVE FORT MYERS, FL 33919 Title ST WOLSKI, JOHN R. 950 ENCORE WAY NAPLES, FL 34110 Title VD BRYLANSKI, RICK 6200 WHISKEY CREEK DRIVE FORT MYERS, FL 33919 Title VD BENSON, RONALD E 950 ENCORE WAY NAPLES, FL 34110 Annual Reports Report Year Filed Date 2012 01/06/2012 2013 02/28/2013 2014 03/05/2014 Document Images 03/05/2014--ANNUAL REPORT View image in PDF format 02/28/2013--ANNUAL REPORT View image in PDF format 01/06/2012 —ANNUAL REPORT View image in PDF format 02/22/2011 --ANNUAL REPORT View image in PDF format 02/18/2010--ANNUAL REPORT View image in PDF format 03/18/2009—ANNUAL REPORT View image in PDF format 03/07/2008—ANNUAL REPORT View image in PDF format 03/12/2007--ANNUAL REPORT View image in PDF format 03/09/2006—ANNUAL REPORT View image in PDF format 03/30/2005--ANNUAL REPORT View image in PDF format http://search.sunbiz.org/Inquiry/CorporationE Packet Page-970-Detail?inquirytype=Entity... 1/22/2015 4/14/2015 16.D.4. REQUEST FOR PROPOSALS In accordance with Florida Statute 287.055, Consultants' Competitive Negotiation Act. GRANT FUNDED PROJECTS (FTA) COWS," 0141 Administrative Services Division Purchasing COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS CCNA Solicitation RFP 14-6322 Collier Area Transit(CAT) Program Engineering/Architectural Services Brenda Brilhart, Procurement Strategist (239) 252-8446(Telephone) (239) 252-6697(Fax) brendabrilhart @colliergov.net(Email) This proposal solicitation document is prepared in a Microsoft Word format. Any alterations to this document made by the Consultant may be grounds for rejection of proposal, cancellation of any subsequent award, or any other legal remedies available to the Collier County Government. Purchasing Department•3327 Tamiami Trail East•Naple,Florida 34112-4901. w s cotiergov.neUpurchasing CCNA(Revision 0412014) Packet Page-971- 4/14/2015 16.0.4. Table of Contents LEGAL NOTICE 3 EXHIBIT I: SCOPE OF WORK, SPECIFICATIONS AND RESPONSE FORMAT 4 EXHIBIT II: GENERAL RFP INSTRUCTIONS 9 EXHIBIT III: COLLIER COUNTY PURCHASE ORDER TERMS AND CONDITIONS 13 EXHIBIT IV: ADDITIONAL TERMS AND CONDITIONS FOR RFP 16 ATTACHMENT 1: CONSULTANT'S NON-RESPONSE STATEMENT 23 ATTACHMENT 2: CONSULTANT CHECK LIST 24 ATTACHMENT 3: CONFLICT OF INTEREST AFFIDAVIT 25 ATTACHMENT 4: CONSULTANT DECLARATION STATEMENT 26 ATTACHMENT 5: IMMIGRATION AFFIDAVIT CERTIFICATION 28 ATTACHMENT 6: CONSULTANT SUBSTITUTE W— 9 29 ATTACHMENT 7: INSURANCE AND BONDING REQUIREMENTS 30 ATTACHMENT 8: REFERENCE QUESTIONNAIRE 32 EXHIBIT A- Grant Provisions (Provided in Separate File) EXHIBIT B - Grant Agency Forms (Provided in Separate File) RFP 14-6322 Eng/Arch Services for CAT Program Packet Page-972- 2 41i4i2015 `i,.... 17" County Administrative Services Division Purchasing Legal Notice Pursuant to approval by the County Manager, Sealed Proposals to provide Collier Area Transit (CAT) Program Engineering/Architectural Services will be received until 3:00 PM, Naples local time, on December 3, 2014 at the Collier County Government, Purchasing Department, 3327 Tamiami Trail E, Naples, FL 34112. CCNA Solicitation RFP 14-6322 Collier Area Transit (CAT) Program Engineering/Architectural Services Services to be provided may include, but not be limited to the following: Right of ways (acquisition and permitting); sidewalk and shelter/bench pad design; site specific design of improvements to bus stops; structural review and design; subsurface utility exploration; surveying (may include preparation of legal sketch and description sufficient for right of way acquisition); geotechnical investigation; permitting; vertical construction design; maintenance and retrofitting of buildings and shelters; telephone, internet, cable, security and other wiring; miscellaneous design projects. n A pre-proposal conference is not applicable for this solicitation. All statements should be made upon the official proposal form which must be obtained only on the Collier County Purchasing Department Online Bidding System website: www.colliergov.net/bid. Collier County does not discriminate based on age, race, color, sex, religion, national origin, disability or marital status. BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA, BY: /S/ Joanne Markiewicz Director, Procurement Services This Public Notice was posted on the Collier County Purchasing Department website: www.colliergov.net/purchasing and in the Lobby of Purchasing Building "G", Collier County Government Center on November 6, 2014. RFP 14-6322 Eng/Arch Services for CAT Program Packet Page -973- 3 4/14/2015 16.D.4. Exhibit I: Scope of Work, Specifications and Response Format As requested by the Public Transit & Neighborhood Enhancement (PTNE) Department (hereinafter, the "Division or Department"), the Collier County Board of County Commissioners Purchasing Department (hereinafter, "County") has issued this Request for Proposal (hereinafter, "RFP") with the intent of obtaining proposals from interested and qualified Consultants in accordance with the terms, conditions and specifications stated or attached. The Consultant, at a minimum, must achieve the requirements of the Specifications or Scope of Work stated. The results of this solicitation may be used by other County departments once awarded according to the Board of County Commissioners Purchasing Policy. Brief Description of Purchase It is the intent of the County to have multiple firms under the various architectural and engineering disciplines in order to provide specialized services and expertise as required. The services provided as a result of these contracts will be available to all County departments and may include additional architectural and engineering services as required by the County. Background Collier Area Transit (CAT) is operated by the Department of the Board of County Commissioners through the County Manager's Agency and has been charged with the responsibility to operate, maintain, and manage a public transportation system in the Collier County area. With the establishment of CAT it is the County's intention "that CAT be authorized to plan, develop, own, purchase, lease, or otherwise acquire, demolish, relocate, equip, repair, maintain, operate, and manage a countywide public transportation system and public transportation facilities; to establish and determine such policies as may be necessary for the best interest of the operation and promotion of a public transportation system; and to adopt such rules as may be necessary to govern the operation of a public transportation system and public transportation facilities." Collier County is located on Florida's southwest coast and occupies 2,025 square miles of land area. The population in Collier County is concentrated in the Naples area in the northwest section of the county, with smaller population concentrations in Marco Island in the southwest section of the county, and lmmokalee in the north central area of the county. Fixed route bus service hours range from 4:30 a.m. to 8:00 p.m. daily and provides more than 1.2 million passenger trips each year. In addition, CAT provides door-to-door Paratransit services providing nearly 90,000 passenger trips per year. Scope of Work ATM is interested in receiving qualified proposals to support some of the example tasks as described below. • Right of ways (acquisition and permitting); • Sidewalk and shelter/bench pad design; • Site specific design of improvements to bus stops; • Structural review and design; RFP 14-6322 Eng/Arch Services for CAT Program Packet Page-974- 4 4/14/2015 16.0.4. • Subsurface utility exploration; • Surveying (may include preparation of legal sketch and description sufficient for right of way acquisition); • Geotechnical investigation; • Permitting; • Vertical construction design; • Maintenance and retrofitting of buildings and shelters; • Telephone, Internet, cable, security and other wiring; • Miscellaneous transit projects The County reserves the right to order such services from selected firms as may be required during said period, but does not guarantee any minimum or maximum services to be ordered during the period specified from any given firm. Work order service assignments shall be at the sole discretion of the County. • For work anticipated to be less than $100,000: the department, at their discretion, may select any firm from the contracted firms, request proposals from all firms on contract in accordance with the current work order distribution procedures, or conduct a separate solicitation. • For work anticipated to be over $100,000 and up to $200,000: the department may, at their discretion, use the firm in the next rotation order, request a waiver of rotation, request proposals from all firms on contract in accordance with current work order distribution procedures or conduct a separate solicitation. This policy is subject to modification by the Board of County Commissioners. Should a modification be made in the current policy, the County reserves the right to modify the selection method. The contracts are classified as fixed-term Countywide Agreements for various and miscellaneous Architectural, Engineering and Project Management services which will be utilized on an as-needed basis. Assignments shall be implemented with Work Orders. An individual Work Order assignment shall not be in excess of$200,000. Should any project that is active on a Work Order extend past the contract termination date, that Work Order shall be active and extended as necessary until completion of such project Term of Contract The contract term, if an award(s) is/are made is intended to be for one (1) year with three one (1) year renewals. Prices shall remain firm for the term of this contract. Surcharges will not be accepted in conjunction with this contract, and such charges should be incorporated into the pricing structure. Projected Solicitation Timetable The following projected timetable should be used as a working guide for planning purposes only. The County reserves the right to adjust this timetable as required during the course of the RFP process. RFP 14-6322 Eng/Arch Services for CAT Program Packet Page-975- 5 4/14/2015 Event Date Issue Solicitation Notice 11/6/14 Last Date for Receipt of Written Questions 5:00 PM 11/25/12, pre-solicitation meeting N/A Addendum Issued By 12/1/14 Solicitation Deadline Date and Time 3:00 PM 12/3/14 Anticipated Evaluation of Submittals By 12/31/14 Anticipated Completion of Contract Negotiations By 1/31/15 Anticipated Board of County Commissioner's Approval Date By 2/25114 Response Format The Consultant understands and agrees to abide by all of the RFP specifications, provisions, terms and conditions of same, and all ordinances and policies of Collier County. The Consultant further agrees that if the contract is awarded the work will be performed in accordance with the provisions, terms and conditions of the contract. To facilitate the fair evaluation and comparison of proposals, all proposals must conform to the guidelines set forth in this RFP. Any portions of the proposal that do not comply with these guidelines must be so noted and explained in the Acceptance of Conditions section of the proposal. However, any proposal that contains such variances may be considered non-responsive. Proposals should be prepared simply and economically, providing a straightforward concise description of the Consultant's approach and ability to meet the County's needs, as stated in the RFP. All proposals should be presented as described in the RFP in PDF or Microsoft Word format with Tabs clearly marked. If applicable, the utilization of recycled paper for proposal submission is strongly encouraged. The items listed below are to be submitted with each proposal and submitted in the order shown. Each section should be clearly labeled, with pages numbered and separated by tabs. Failure by a Consultant to include all listed items may result in the rejection of its proposal. Tab I, Cover Letter/ Management Summary Provide a cover letter, signed by an authorized officer of the firm, indicating the underlying philosophy of the firm in providing the services stated herein. Include the name(s), telephone number(s) and email(s) of the authorized contact person(s) concerning proposal. Submission of a signed Proposal is Vendor's certification that the Vendor will accept any awards as a result of this RFP. List all proposed subcontractors who will participate on the team. Tab II, Corporate Experience and Capacity (Maximum 25 Points/10 Page Limitation) Provide information that documents your firm and subconsultants' qualifications to produce the required outcomes, including its ability, capacity, skill, and financial strength, and number of years of experience in providing the required services. Also describe the various team members' successful experience in working with one another on previous projects. RFP 14-6322 Eng/Arch Services for CAT Program Packet Page-976- 6 4/14/2015 16.D.4. The firm or team's history and experience relevant to Collier Area Transit (CAT) needs should be discussed, including a description of the firm's direct experience with similar types of projects and efforts. The response shall also discuss the qualifications of all other firms proposed to be utilized in the performance of the work and shall clearly differentiate which qualifications listed relate to which firm. The response to this section should identify similar projects undertaken by the firm or team within the last five years. The firm's or team members' actual role in those listed projects must be documented. The appropriate references, names and telephone numbers must be provided. Tab III, Specialized Expertise of Team Members (Maximum 25 Points/10 Page Limitation) Attach resumes of all managers, supervisors, and other contract team members who will be involved in the management of the total package of services, as well as the delivery of specific services. The same should be done for any sub-consultants. If sub-consultants are being utilized, letters of intent from stated sub-consultants must be included with proposal submission. All proposals must include the identification of all participating firms and their representative DBE participation (form included in Exhibit B). Tab IV, References— 5 Completed and Returned (Maximum 20 Points) In order for the Consultant to be awarded any points for this tab, the County requests that the Consultant submits five (5) completed reference forms from clients whose projects are n of a similar nature to this solicitation as a part of their proposal on the reference form below. The County will only use the methodology calculations for the first five (5) references (only) submitted by the Consultant in their proposal. Prior to the Selection Committee reviewing proposals, the following methodology will be applied to each Consultant's information provided in this area: • The County will total each of the Consultant's five reference questionnaires and create a ranking from highest number of points to lowest number of points. References marked with an N/A (or similar notation will be given the score of zero (0)). Consultants who do not turn in reference forms will be counted as zero (0). • The greatest number of points allowed in this criterion will be awarded to the Consultant who has the highest score. • The next highest Consultant's number of points will be divided by the highest Consultant's points which will then be multiplied by criteria points to determine the Consultant's points awarded. Each subsequent Consultant's point score will be calculated in the same manner. • Points awarded will be extended to a whole number(per Microsoft Excel). For illustrative purposes only, see chart for an example of how these points would be distributed among the five proposers. Consultant Total Consultant Name Points Awarded Reference Score Consultant ABC 445 20 ,...� Consultant DEF 435 20 Consultant GHI 425 19 Consultant JKL I 385 17 RFP 14-6322 Eng/Arch Services for CAT Program Packet Page-977- 7 4/14/2015 16.D.4. The points awarded by Consultant will be distributed to the Selection Committee prior to their evaluation of the proposals. The Selection Committee will review the Consultant's proposal to ensure consistency and completion of all tasks in the RFP, and review the Points Awarded per Consultant. The Selection Committee may, at their sole discretion, contact references, and/or modify the reference points assigned after a thorough review of the proposal and prior to final ranking by the final Selection Committee. Tab V, Understanding of Requirements (Maximum 20 Points/5 Page Limitation) This section should describe the Proposer's understanding of the services and support required in this RFP. This is to include an overview of the management approach that will be used to undertake work and ensure steady and timely progress towards completion of assigned tasks. Tab VI: Firm's Availability and Responsiveness (Maximum 10 Points) Firms will be awarded points for demonstrated experience and understanding of the Southwest Florida construction guidelines, land development codes and contractor's license issues; environmental conditions relating to the disciplines requested in this scope of work; demonstrated responsiveness to meetings, telephone calls, emails and emergencies; and sensitivity to reducing travel expenses (insert points in only one of the three boxes). 1. For firms who have office locations in Collier or Lee County who will service the Collier County account, enter ten (10) points in the adjacent field. (Points) •identify the Collier or Lee County primary address/telephone number of the office that will service Collier County. 2. For firms who have office locations that will service Collier County in counties contiguous to Collier and Lee counties, enter five (5) points in the adjacent field. Counties (Points) contiguous to Collier and Lee County are: Charlotte, Glades, Hendry, Broward, Miami-Dade and Monroe counties. • Identify the primary address/telephone number of the office that will service Collier County. 3. For firms who have office locations not included in #1 and #2 above and who will service the Collier County account, enter one (1) in the adjacent field. (Points) • Identify the primary address and telephone number of the office that will service Collier County. Tab VII, Required Form Submittals • Attachment 2: Consultant Checklist • Attachment 3: Conflict of Interest Affidavit • Attachment 4: Consultant Declaration Form' • Attachment 5: Immigration Affidavit and company's E-Verify profile page and memorandum of understanding • Attachment 6: Consultant Substitute W9 • Attachment 7: Insurance Requirements • Attachment 8: Reference Questionnaire • Other: License, certifications, etc. • Granting Agency Forms (Provided in separate file— see Exhibit B) RFP 14-6322 Eng/Arch Services for CAT Program Packet Page-978- 8 4/14/2015 16.D.4. Exhibit II: General RFP Instructions 1. Questions Direct questions related to this RFP to the Collier County Purchasing Department Online Bidding System website: www.colliergov.net/bid. Consultants must clearly understand that the only official answer or position of the County will be the one stated on the Collier County Purchasing Department Online Bidding System website. For general questions, please call the referenced Procurement Strategist noted on the cover page. 2. Pre-Proposal Conference The purpose of the pre-proposal conference is to allow an open forum for discussion and questioning with County staff regarding the RFP with all prospective Consultants having an equal opportunity to hear and participate. Oral questions will receive oral responses, neither of which will be official, nor become part of the RFP. Only written responses to written questions will be considered official, and will be included as part of the RFP as an addendum. All prospective Consultants are strongly encouraged to attend, as, this will usually be the only pre-proposal conference for this solicitation. If this pre-proposal conference is denoted as "mandatory", prospective Consultants must be present in order to submit a proposal response. 3. Compliance with the RFP Proposals must be in strict compliance with this RFP. Failure to comply with all provisions of the RFP may result in disqualification. 4. Ambiguity, Conflict, or Other Errors in the RFP It is the sole responsibility of the Consultant if the Consultant discovers any ambiguity, conflict, discrepancy, omission or other error in the RFP, to immediately notify the Procurement Strategist, noted herein, of such error in writing and request modification or clarification of the document prior to submitting the proposal. The Procurement Strategist will make modifications by issuing a written revision and will give written notice to all parties who have received this RFP from the Purchasing Department. 5. Proposal, Presentation, and Protest Costs The County will not be liable in any way for any costs incurred by any Consultant in the preparation of its proposal in response to this RFP, nor for the presentation of its proposal and/or participation in any discussions, negotiations, or, if applicable, any protest procedures. 6. Delivery of Proposals All proposals are to be delivered before 3:00 PM, EST, on or before Date to: Collier County Government Purchasing Department 3327 Tamiami Trail E Naples FL 34112 Attn: Brenda Brilhart, Procurement Strategist RFP 14-6322 Eng/Arch Services for CAT Program Packet Page-979- 9 4/14/2015 16.D.4. The County does not bear the responsibility for proposals delivered to the Purchasing Department past the stated date and/or time indicated, or to an incorrect address by Consultant's personnel or by the Consultant's outside carrier. However, the Procurement Director, or designee, reserves the right to accept proposals received after the posted close time under the following conditions: • The tardy submission of the proposal is due to the following circumstances, which may include but not be limited to: late delivery by commercial carrier such as Fed Ex, UPS or courier where delivery was scheduled before the deadline. • The acceptance of said proposal does not afford any competing firm an unfair advantage in the selection process. If submitting manually, Consultants must submit one (1) paper copy clearly labeled "Master," and one (1) compact disks(CD's)with one copy of the proposal on each CD in Word, Excel or PDF. List the Solicitation Number and Title on the outside of the box or envelope. 7. Validity of Proposals No proposal can be withdrawn after it is filed unless the Consultant makes their request in writing to the County prior to the time set for the closing of Proposals. All proposals shall be valid for a period of one hundred eighty (180) days from the submission date to accommodate evaluation and selection process. 8. Method of Source Selection The County is using the Competitive Sealed Proposals methodology of source selection for this procurement, as authorized by Ordinance Number 2013-69 establishing and adopting the Collier County Purchasing Policy. If the County receives proposals from less than three (3) firms, the Procurement Director shall review all the facts and determine if it is in the best interest of the County to solicit additional proposals or request that the Selection Committee rank order the received proposals. The County may, as it deems necessary, conduct discussions with qualified Consultants determined to be in contention for being selected for award for the purpose of clarification to assure full understanding of, and responsiveness to solicitation requirements. 9. Evaluation of Proposals Collier County will evaluate and select these Services in accordance with Florida Statute 287.055, Consultants' Competitive Negotiation Act. The County's procedure for selecting is as follows: • The County Manager or designee shall appoint a Selection Committee to review all proposals submitted. • Request for Proposals issued. • Subsequent to the closing of proposals, the Procurement Strategist will review the proposals received and verify whether each proposal appears to be minimally responsive to the requirements of the published RFP. • Meetings will be open to the public and the Procurement Strategist will publicly post prior notice of such meeting in the lobby of the Purchasing Building. • The committee members will review each Proposal individually and score each proposal based on the evaluation criteria stated herein. • Prior to the first meeting of the selection committee, the Procurement Strategist will post a notice announcing the date, time and place of the first committee meeting. Said notice will be posted in the lobby of the Purchasing Building not less than three (3) working RFP 14-6322 Eng/Arch Services for CAT Program Packet Page-980- 10 4/14/2015 15. . days prior to the meeting. The Procurement Strategist will also post prior notice of all subsequent committee meetings and will endeavor to post such notices at least one (1) day in advance of all subsequent meetings. • Collier County will consider all the material submitted by the Proposer and other information Collier County may obtain to determine whether the Proposer is capable of and has a history of successfully completing projects of this type, including, without limitation, additional information Collier County may request, interviews, or oral presentations. • The Selection Committee, as approved by the County Manager or designee, will review, evaluate and rank all responsive proposals received from Proposers responding to this RFP. The committee members will score each Proposal in accordance with the rating criteria set forth below and may, at their discretion, schedule presentations from any firms submitting a proposal. Consultant(s) shall have an opportunity to discuss their qualifications, approach to the project and ability to furnish services for the scope of work outlined in this solicitation during the publicly announced Selection Committee Meeting prior to the final ranking. This discussion does not preclude the County from having additional presentations by ranked firms at the County's sole discretion. • The Selection Committee will rank qualified firms in order of preference and by consensus using all information presented to the Committee, choose the top ranked firm and will subsequently enter into negotiations with the top ranked firm. Award of the contract is dependent upon the successful and full execution of a mutually agreed contract. • Negotiations shall begin with the top-ranked firm(s) in accordance with Fl. Stat. 287.055. • Upon the successful completion of negotiations, contracts will be presented to the Board of County Commissioners for approval. The County reserves the right to withdraw this RFP at any time and for any reason, and to issue such clarifications, modifications, addendums, and/or amendments as it may deem appropriate, including, but not limited, to requesting supplemental proposal information. Receipt of a proposal by the County or a submission of a proposal to the County offers no rights upon the Consultant nor obligates the County in any manner. Acceptance of the proposal does not guarantee issuance of any other governmental approvals. Proposals which include provisions requiring the granting of zoning variances may not be considered. 10. References The County reserves the right to contact any and all references submitted as a result of this solicitation. 11. Proposal Selection Committee and Evaluation Factors The County Manager or designee will appoint a Selection Committee to review all proposals submitted. The factors to be considered in the evaluation of proposal responses are listed below. Tab/Description Points Tab I, Cover Letter/ Management Summary n/a Tab II, Corporate Experience 25 Tab III, Specialized Team Members 25 Tab IV, References 20 Tab V, Understanding of Requirements 20 Tab VI, Firm's Availability & Responsiveness 10 TOTAL POINTS 100 14-6322 Eng/Arch Services for CAT Program Packet Page-981- 11 4/14/2015 16.D.4. Tie Breaker: In the event of a tie, both in individual scoring and in final ranking, the firm with the lowest paid dollars by Collier County to the Consultant (as obtained from the County's financial system) within the last five (5) years will receive the higher individual ranking. This information will be based on information provided by the Consultant, subject to verification at the County's option. If there is a multiple firm tie in either individual scoring or final ranking, the firm with the lowest volume of work shall receive the higher ranking, the firm with the next lowest volume of work shall receive the next highest ranking and so on. 12. Acceptance or Rejection of Proposals The right is reserved by the County to waive any irregularities in any proposal, to reject any or all proposals, to re-solicit for proposals, if desired, and upon recommendation and justification by Collier County to accept the proposal which in the judgment of the County is deemed the most advantageous for the public and Collier County. Any proposal which is incomplete, conditional, obscure or which contains irregularities of any kind, may be cause for rejection. In the event of default of the successful Consultant, or their refusal to enter into the Collier County contract, the County reserves the right to accept the proposal of any other Consultant or to re-advertise using the same or revised documentation, at its sole discretion. RFP 14-6322 Eng/Arch Services for CAT Program Packet Page-982- 12 4/14/201516. Exhibit Ill: Collier County Purchase Order Terms and Conditions 1. Offer prior to delivery. Unless freight and other This offer is subject to cancellation by the COUNTY charges are itemized, any discount will be taken without notice if not accepted by VENDOR within on the full amount of invoice. fourteen (14)days of issuance. c) All shipments of goods scheduled on the same day via the same route must be consolidated. 2. Acceptance and Confirmation Each shipping container must be consecutively This Purchase Order (including all documents numbered and marked to show this Purchase attached to or referenced therein) constitutes the Order number. The container and Purchase entire agreement between the parties, unless Order numbers must be indicated on bill of otherwise specifically noted by the COUNTY on the lading. Packing slips must show Purchase face of this Purchase Order. Each delivery of goods Order number and must be included on each and/or services received by the COUNTY from package of less than container load (LCL) VENDOR shall be deemed to be upon the terms shipments and/or with each car load of and conditions contained in this Purchase Order. equipment. The COUNTY reserves the right to refuse or return any shipment or equipment at No additional terms may be added and Purchase VENDOR'S expense that is not marked with Order may not be changed except by written Purchase Order numbers. VENDOR agrees to instrument executed by the COUNTY. VENDOR is declare to the carrier the value of any shipment deemed to be on notice that the COUNTY objects to made under this Purchase Order and the full any additional or different terms and conditions invoice value of such shipment. contained in any acknowledgment, invoice or other d) All invoices must contain the Purchase Order communication from VENDOR, notwithstanding the number and any other specific information as COUNTY'S acceptance or payment for any delivery identified on the Purchase Order. Discounts of of goods and/or services, or any similar act by prompt payment will be computed from the date VENDOR. of receipt of goods or from date of receipt of invoices, whichever is later. Payment will be 3. Inspection made upon receipt of a proper invoice and in All goods and/or services delivered hereunder shall compliance with Chapter 218, Fla. Stats., be received subject to the COUNTY'S inspection otherwise known as the "Local Government and approval and payment therefore shall not Prompt Payment Act," and, pursuant to the constitute acceptance. All payments are subject to Board of County Commissioners Purchasing adjustment for shortage or rejection. All defective or Policy. nonconforming goods will be returned pursuant to VENDOR'S instruction at VENDOR'S expense. 5. Time Is Of the Essence Time for delivery of goods or performance of To the extent that a purchase order requires a services under this Purchase Order is of the series of performances by VENDOR, the COUNTY essence. Failure of VENDOR to meet delivery prospectively reserves the right to cancel the entire schedules or deliver within a reasonable time, as remainder of the Purchase Order if goods and/or interpreted by the COUNTY in its sole judgment, services provided early in the term of the Purchase shall entitle the COUNTY to seek all remedies Order are non-conforming or otherwise rejected by available to it at law or in equity. VENDOR agrees the COUNTY. to reimburse the COUNTY for any expenses incurred in enforcing its rights. VENDOR further 4. Shipping and Invoices agrees that undiscovered delivery of nonconforming a) All goods are FOB destination and must be goods and/or services is not a waiver of the suitably packed and prepared to secure the COUNTY'S right to insist upon further compliance lowest transportation rates and to comply with with all specifications. all carrier regulations. Risk of loss of any goods sold hereunder shall transfer to the COUNTY at 6. Changes the time and place of delivery; provided that risk The COUNTY may at any time and by written notice of loss prior to actual receipt of the goods by the make changes to drawings and specifications, COUNTY nonetheless remain with VENDOR. shipping instructions, quantities and delivery b) No charges will be paid by the COUNTY for schedules within the general scope of this Purchase packing, crating or cartage unless otherwise Order. Should any such change increase or specifically stated in this Purchase Order. decrease the cost of, or the time required for Unless otherwise provided in Purchase Order, performance of the Purchase Order, an equitable no invoices shall be issued nor payments made adjustment in the price and/or delivery schedule will RFP 14-6322 Eng/Arch Services for CAT Program Packet Page-983- 13 4/14/2015 16.D.4. be negotiated by the COUNTY and VENDOR. Notwithstanding the foregoing, VENDOR has an 11. Warranty of Non-Infringement affirmative obligation to give notice if the changes VENDOR represents and warrants that all goods sold will decrease costs. Any claims for adjustment by or services performed under this Purchase Order VENDOR must be made within thirty (30) days from are: a) in compliance with applicable laws; b) do not the date the change is ordered or within such infringe any patent, trademark, copyright or trade additional period of time as may be agreed upon by secret; and c)do not constitute unfair competition. the parties. VENDOR shall indemnify and hold harmless the 7. Warranties COUNTY from and against any and all claims, VENDOR expressly warrants that the goods including claims of negligence, costs and expense, and/or services covered by this Purchase including but not limited to attorneys' fees, which Order will conform to the specifications, arise from any claim, suit or proceeding alleging that drawings, samples or other descriptions the COUNTY'S use of the goods and/or services furnished or specified by the COUNTY, and will provided under this Purchase Order are inconsistent be of satisfactory material and quality with VENDOR'S representations and warranties in production, free from defects and sufficient for section 11 (a). the purpose intended. Goods shall be delivered free from any security interest or If any claim which arises from VENDOR'S breach of other lien, encumbrance or claim of any third section 11 (a) has occurred, or is likely to occur, party. These warranties shall survive VENDOR may, at the COUNTY'S option, procure inspection, acceptance, passage of title and for the COUNTY the right to continue using the payment by the COUNTY. goods or services, or replace or modify the goods or services so that they become non-infringing, 8. Statutory Conformity (without any material degradation in performance, Goods and services provided pursuant to this quality, functionality or additional cost to the Purchase Order, and their production and COUNTY). transportation shall conform to all applicable laws, including but not limited to the 12. Insurance Requirements Occupational Health and Safety Act, the The VENDOR, at its sole expense, shall provide Federal Transportation Act and the Fair Labor commercial insurance of such type and with such Standards Act, as well as any law or regulation terms and limits as may be reasonably associated noted on the face of the Purchase Order. with the Purchase Order. Providing and maintaining adequate insurance coverage is a material 9. Advertising obligation of the VENDOR. All insurance policies No VENDOR providing goods and services to shall be executed through insurers authorized or the COUNTY shall advertise the fact that it has eligible to write policies in the State of Florida. contracted with the COUNTY for goods and/or services, or appropriate or make use of the 13. Compliance with Laws COUNTY'S name or other identifying marks or In fulfilling the terms of this Purchase Order, property without the prior written consent of the VENDOR agrees that it will comply with all COUNTY'S Purchasing Department. federal, state, and local laws, rules, codes, and ordinances that are applicable to the conduct 10. Indemnification of its business. By way of non-exhaustive VENDOR shall indemnify and hold harmless example, this shall include the American with the COUNTY from any and all claims, including Disabilities Act and all prohibitions against claims of negligence, costs and expenses, discrimination on the basis of race, religion, including but not limited to attorneys' fees, sex creed, national origin, handicap, marital arising from, caused by or related to the injury status, or veterans' status. Further, VENDOR or death of any person (including but not acknowledges and without exception or limited to employees and agents of VENDOR stipulation shall be fully responsible for in the performance of their duties or complying with the provisions of the otherwise), or damage to property (including Immigration Reform and Control Act of 1986 as property of the COUNTY or other persons), located at 8 U.S.C. 1324, et seq. and which arise out of or are incident to the goods regulations relating thereto, as either may be and/or services to be provided hereunder. amended. Failure by the awarded firm(s) to RFP 14-6322 Eng/Arch Services for CAT Program 14 Packet Page-984- 4/14/2015 16. comply with the laws referenced herein shall written notice to the VENDOR. This Purchase constitute a breach of the award agreement Order may be terminated immediately by the and the County shall have the discretion to COUNTY for breach by VENDOR of the terms unilaterally terminate said agreement and conditions of this Purchase Order, immediately. Any breach of this provision may provided that COUNTY has provided VENDOR be regarded by the COUNTY as a material and with notice of such breach and VENDOR has substantial breach of the contract arising from failed to cure within 10 days of receipt of such this Purchase Order. notice. 14. Force Majeure 19. General Neither the COUNTY nor VENDOR shall be a) This Purchase Order shall be governed by the responsible for any delay or failure in laws of the State of Florida. The venue for any performance resulting from any cause beyond action brought to specifically enforce any of the their control, including, but without limitation to terms and conditions of this Purchase Order war, strikes, civil disturbances and acts of shall be the Twentieth Judicial Circuit in and for nature. When VENDOR has knowledge of any Collier County, Florida actual or potential force majeure or other b) Failure of the COUNTY to act immediately in conditions which will delay or threatens to response to a breach of this Purchase Order by delay timely performance of this Purchase VENDOR shall not constitute a waiver of Order, VENDOR shall immediately give notice breach. Waiver of the COUNTY by any default thereof, including all relevant information with by VENDOR hereunder shall not be deemed a respects to what steps VENDOR is taking to waiver of any subsequent default by VENDOR. complete delivery of the goods and/or services c) All notices under this Purchase Order shall be to the COUNTY. sent to the respective addresses on the face page by certified mail, return receipt requested, 15. Assignment by overnight courier service, or by personal VENDOR may not assign this Purchase Order, delivery and will be deemed effective upon nor any money due or to become due without receipt. Postage, delivery and other charges n the prior written consent of the COUNTY. Any shall be paid by the sender. A party may assignment made without such consent shall change its address for notice by written notice be deemed void. complying with the requirements of this section. d) The Vendor agrees to reimbursement of any 16. Taxes travel expenses that may be associated with Goods and services procured subject to this this Purchase Order in accordance with Florida Purchase Order are exempt from Florida sales Statute Chapter 112.061, Per Diem and Travel and use tax on real property, transient rental Expenses for Public Officers, employees and property rented, tangible personal purchased authorized persons. or rented, or services purchased (Florida e) In the event of any conflict between or among Statutes, Chapter 212), and from federal the terms of any Contract Documents related to excise tax. this Purchase Order, the terms of the Contract Documents shall take precedence over the 17. Annual Appropriations terms of the Purchase Order. To the extent any The COUNTY'S performance and obligation to terms and /or conditions of this Purchase Order pay under this Purchase Order shall be duplicate or overlap the Terms and Conditions contingent upon an annual appropriation of of the Contract Documents, the provisions of funds. the Terms and/or Conditions that are most favorable to the County and/or provide the 18. Termination greatest protection to the County shall govern. This Purchase Order may be terminated at any time by the COUNTY upon 30 days prior RFP 14-6322 Eng/Arch Services for CAT Program 15 • Packet Page-985- 4/14/2015 16.D.4 Exhibit IV: Additional Terms and Conditions for RFP 1. Insurance and Bonding Requirements The Consultant shall at its own expense, carry and maintain insurance coverage from responsible companies duly authorized to do business in the State of Florida as set forth in the Insurance and Bonding attachment of this solicitation. The Consultant shall procure and maintain property insurance upon the entire project, if required, to the full insurable value of the scope of work. The County and the Consultant waive against each other and the County's separate Consultants, Contractors, Design Consultant, Subcontractors agents and employees of each and all of them, all damages covered by property insurance provided herein, except such rights as they may have to the proceeds of such insurance. The Consultant and County shall, where appropriate, require similar waivers of subrogation from the County's separate Consultants, Design Consultants and Subcontractors and shall require each of them to include similar waivers in their contracts. Collier County shall be responsible for purchasing and maintaining, its own liability insurance. Certificates issued as a result of the award of this solicitation must identify "For any and all work performed on behalf of Collier County." The General Liability Policy provided by Consultant to meet the requirements of this solicitation shall name Collier County, Florida, as an additional insured as to the operations of Consultant under this solicitation and shall contain a severability of interests' provisions. Collier County Board of County Commissioners shall be named as the Certificate Holder. The Certificates of Insurance must state the Contract Number, or Project Number, or specific Project description, or must read: For any and all work performed on behalf of Collier County. The "Certificate Holder" should read as follows: Collier County Board of County Commissioners Naples, Florida The amounts and types of insurance coverage shall conform to the minimum requirements set forth in Insurance and Bonding attachment, with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If Consultant has any self-insured retentions or deductibles under any of the below listed minimum required coverage, Consultant must identify on the Certificate of Insurance the nature and amount of such self- insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be Consultant's sole responsibility. Coverage(s) shall be maintained without interruption from the date of commencement of the Work until the date of completion and acceptance of the scope of work by the County or as specified in this solicitation, whichever is longer. The Consultant and/or its insurance carrier shall provide 30 days written notice to the County of policy cancellation or non-renewal on the part of the insurance carrier or the Consultant. The Consultant shall also notify the County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Consultant from its insurer and nothing contained herein shall relieve Consultant of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by Consultant hereunder, Consultant shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. RFP 14-6322 Eng/Arch Services for CAT r Packet Page-986- 16 4/14/2015 16.D..= Should at any time the Consultant not maintain the insurance coverage(s) required herein, the County may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverage(s) and charge the Consultant for such coverage(s) purchased. If Consultant fails to reimburse the County for such costs within thirty (30) days after demand, the County has the right to offset these costs from any amount due Consultant under this Agreement or any other agreement between the County and Consultant. The County shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverage(s) purchased or the insurance company or companies used. The decision of the County to purchase such insurance coverage(s) shall in no way be construed to be a waiver of any of its rights under the Contract Documents. If the initial or any subsequently issued Certificate of Insurance expires prior to the completion of the scope of work, the Consultant shall furnish to the County renewal or replacement Certificate(s) of Insurance not later than ten (10) calendar days after the expiration date on the certificate. Failure of the Consultant to provide the County with such renewal certificate(s) shall be considered justification for the County to terminate any and all contracts. 2. Offer Extended to Other Governmental Entities Collier County encourages and agrees to the successful Consultant extending the pricing, terms and conditions of this solicitation or resultant contract to other governmental entities at the discretion of the successful Consultant. 3. Additional Items and/or Services Additional items and/or services may be added to the resultant contract, or purchase order, in compliance with the Purchasing Policy. 4. Use of Subcontractors Bidders on any service related project, including construction, must be qualified and directly responsible for 51% or more of the solicitation amount for said work. 5. County's Right to Inspect The County or its authorized Agent shall have the right to inspect the Consultant's facilities/project site during and after each work assignment the Consultant is performing. 6. Additional Terms and Conditions of Contract Collier County has developed standard contracts/agreements, approved by the Board of County Commissioners (BCC). The selected Consultant shall be required to sign a standard Collier County contract within twenty one (21) days of Notice of Selection for Award. The County reserves the right to include in any contract document such terms and conditions, as it deems necessary for the proper protection of the rights of Collier County. A sample copy of this contract is available upon request. The County will not be obligated to sign any contracts, maintenance and/or service agreements or other documents provided by the Consultant. 7. Public Records Compliance The Vendor/Contractor agrees to comply with the Florida Public Records Law Chapter 119 (including specifically those contractual requirements at F.S. § 119.0701(2) (a)-(d) and (3)), ordinances, codes, rules, regulations and requirements of any governmental agencies. RFP 14-6322 Eng/Arch Services for CAT F Packet Page -987- 17 4/14/2015 16.D.4. 8. Purchase orders on Fixed Term Contracts The County reserves the right to order such services from selected firms as may be required during said period, but does not guarantee any minimum or maximum services to be ordered during the period specified from any given firm. Purchase order service assignments shall be at the sole discretion of the County. The contracts are classified as fixed-term Countywide Agreements for various and miscellaneous engineering and architectural services which will be utilized on an as-needed basis. Assignments shall be implemented with Purchase orders subject to a maximum of$200,000 per Purchase order. Purchase order assignments in excess of$200,000 shall be approved by the Board of County Commissioners. Should any project that is active on a purchase order extend past the contract termination date, that purchase order will be active and extended as necessary until completion of such project. 9. Payment Method Payments are made in accordance with the Local Government Prompt Payment Act, Chapter 218, Florida Statutes. Vendor's invoices must include: • Purchase Order Number • Description and quantities of the goods or services provided per instructions on the County's purchase order or contract. Invoices shall be sent to: Board of County Commissioners Clerk's Finance Department ATTN: Accounts Payable 3299 Tamiami Trail E Ste 700 Naples FL 34112 Or emailed to: bccapclerkt�collierclerk.com. Collier County, in its sole discretion, will determine the method of payment for goods and/or services as part of this agreement. Payment methods include: • Traditional —payment by check, wire transfer or other cash equivalent. • Standard — payment by purchasing card. Collier County's Purchasing Card Program is supported by standard bank credit suppliers (i.e. VISA and MasterCard), and as such, is cognizant of the Rules for VISA Merchants and MasterCard Merchant Rules. The County may not accept any additional surcharges (credit card transaction fees) as a result of using the County's credit card for transactions relating to this solicitation. The County will entertain bids clearly stating pricing for standard payment methods. An additional separate discounted price for traditional payments may be provided at the initial bid submittal if it is clearly marked as an "Additional Cash Discount." Upon execution of the Contract and completion of each month's work, payment requests may be submitted to the Project Manager on a monthly basis by the Contractor for services rendered for that prior month. Services beyond sixty (60) days from current monthly invoice will not be considered for payment without prior approval from the Project manager. All invoices should be submitted within the .-. fiscal year the work was performed. (County's fiscal year is October 1 - September 30.) Invoices submitted after the close of the fiscal year will not be accepted (or processed for payment) unless specifically authorized by the Project Manager. RFP 14-6322 Eng/Arch Services for CAT F Packet Page -988- 18 `'14/2015 Payments will be made for articles and/or services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non- payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. In instances where the successful contractor may owe debts (including, but not limited to taxes or other fees) to Collier County and the contractor has not satisfied nor made arrangement to satisfy these debts, the County reserves the right to off-set the amount owed to the County by applying the amount owed to the vendor or contractor for services performed of for materials delivered in association with a contract. Invoices shall not reflect sales tax. After review and approval, the invoice will be transmitted to the Finance Division for payment. Payment will be made upon receipt of proper invoice and in compliance with Chapter 218 Florida Statutes, otherwise known as the "Local Government Prompt Payment Act." Collier County reserves the right to withhold and/or reduce an appropriate amount of any payment for work not performed or for unsatisfactory performance of Contractual requirements. 10. Environmental Health and Safety All Consultants and Sub Consultants performing service for Collier County are required and shall comply with all Occupational Safety and Health Administration (OSHA), State and County Safety and Occupational Health Standards and any other applicable rules and regulations. Consultants and Sub Consultants shall be responsible for the safety of their employees and any unsafe acts or conditions that may cause injury or damage to any persons or property within and around the work site. All firewall penetrations must be protected in order to meet Fire Codes. Collier County Government has authorized OSHA representatives to enter any Collier County facility, property and/or right-of-way for the purpose of inspection of any Consultant's work operations. This provision is non-negotiable by any department and/or Consultant. All new electrical installations shall incorporate NFPA 70E Short Circuit Protective Device Coordination and Arc Flash Studies where relevant as determined by the engineer. All electrical installations shall be labeled with appropriate NFPA 70E arch flash boundary and PPE Protective labels. 11. Licenses The Consultant is required to possess the correct Business Tax Receipt, professional license, and any other authorizations necessary to carry out and perform the work required by the project pursuant to all applicable Federal, State and Local Law, Statute, Ordinances, and rules and regulations of any kind. Additionally, copies of the required licenses must be submitted with the proposal response indicating that the entity proposing, as well as the team assigned to the County account, is properly licensed to perform the activities or work included in the contract documents. Failure on the part of any Consultant to submit the required documentation may be grounds to deem Consultant non-responsive. A Consultant, with an office within Collier County is also required to have an occupational license. All State Certified contractors who may need to pull Collier County permits or call in inspections must complete a Collier County Contractor License registration form and submit the required fee. After registering the license/registration will need to be renewed thereafter to remain "active" in Collier County. If you have questions regarding professional licenses contact the Contractor Licensing, Community Development and Environmental Services at (239) 252-2431, 252-2432 or 252-2909. Questions regarding required occupational licenses, please contact the Tax Collector's Office at (239) 252-2477. RFP 14-6322 Eng/Arch Services for CAT F Packet Page-989- 19 4/14/2015 16.D.4. 12. Survivability The Consultant agrees that any Purchase order that extends beyond the expiration date of Solicitation 14-6322 will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this Purchase order. 13. Principals/Collusion By submission of this Proposal the undersigned, as Consultant, does declare that the only person or persons interested in this Proposal as principal or principals is/are named therein and that no person other than therein mentioned has any interest in this Proposal or in the contract to be entered into; that this Proposal is made without connection with any person, company or parties making a Proposal, and that it is in all respects fair and in good faith without collusion or fraud. 14. Relation of County It is the intent of the parties hereto that the Consultant shall be legally considered an independent Consultant, and that neither the Consultant nor their employees shall, under any circumstances, be considered employees or agents of the County, and that the County shall be at no time legally responsible for any negligence on the part of said Consultant, their employees or agents, resulting in either bodily or personal injury or property damage to any individual, firm, or corporation. 15. Termination Should the Consultant be found to have failed to perform his services in a manner satisfactory to the County, the County may terminate this Agreement immediately for cause; further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non-performance. 16. Lobbying All firms are hereby placed on NOTICE that the Board of County Commissioners does not wish to be lobbied, either individually or collectively about a project for which a firm has submitted a Proposal. Firms and their agents are not to contact members of the County Commission for such purposes as meeting or introduction, luncheons, dinners, etc. During the process, from Proposal closing to final Board approval, no firm or their agent shall contact any other employee of Collier County in reference to this Proposal, with the exception of the Procurement Director or his designee(s). Failure to abide by this provision may serve as grounds for disqualification for award of this contract to the firm. 17. Certificate of Authority to Conduct Business in the State of Florida (Florida Statute 607.1501) In order to be considered for award, firms must be registered with the Florida Department of State Divisions of Corporations in accordance with the requirements of Florida Statute 607.1501 and provide a certificate of authority (www.sunbiz.orq/search.html) prior to execution of a contract. A copy of the document may be submitted with the solicitation response and the document number shall be identified. Firms who do not provide the certificate of authority at the time of response shall be required to provide same within five (5) days upon notification of selection for award. If the firm cannot provide the document within the referenced timeframe, the County reserves the right to award to another firm. 18. Single Proposal Each Consultant must submit, with their proposal, the required forms included in this RFP. Only one proposal from a legal entity as a primary will be considered. A legal entity that submits a proposal as a primary or as part of a partnership or joint venture submitting as primary may not then act as a sub- consultant to any other firm submitting under the same RFP. If a legal entity is not submitting as a primary or as part of a partnership or joint venture as a primary, that legal entity may act as a sub- RFP 14-6322 Eng/Arch Services for CAT F Packet Page -990- 20 4/14/2015 16.D. consultant to any other firm or firms submitting under the same RFP. All submittals in violation of this requirement will be deemed non-responsive and rejected from further consideration. 19. Protest Procedures Any prospective vendor/ proposer who desires to protest any aspect(s) or provision(s) of the solicitation (including the form of the solicitation documents or procedures) shall file their protest with the Procurement Director prior to the time of the bid opening strictly in accordance with the County's then current purchasing ordinance and policies. The Board of County Commissioners will make award of contract in public session. Award recommendations will be posted outside the offices of the Purchasing Department on Wednesdays and Thursdays. Any actual or prospective respondent who desires to formally protest the recommended contract award must file a notice of intent to protest with the Procurement Director within two (2) calendar days (excluding weekends and County holidays) of the date that the recommended award is posted. Upon filing of said notice, the protesting party will have five (5) days to file a formal protest and will be given instructions as to the form and content requirements of the formal protest. A copy of the "Protest Policy" is available at the office of the Procurement Director. 20. Public Entity Crime A person or affiliate who has been placed on the convicted Consultant list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies 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 s. 287.017 for CATEGORY n TWO for a period of 36 months following the date of being placed on the convicted Consultant list. 21. Security and Background Checks If required, Consultant shall be responsible for the costs of providing background checks by the Collier County Facilities Management Department, and drug testing for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Consultant shall be required to maintain records on each employee and make them available to the County for at least four(4) years. 22. Conflict of Interest Consultant shall complete the Conflict of Interest Affidavit included as an attachment to this RFP document. Disclosure of any potential or actual conflict of interest is subject to County staff review and does not in and of itself disqualify a firm from consideration. These disclosures are intended to identify and or preclude conflict of interest situations during contract selection and execution. 23. Prohibition of Gifts to County Employees No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, the current Collier County Ethics Ordinance and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including but not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any contract held by the individual and/or firm for cause. RFP 14-6322 Eng/Arch Services for CAT P Packet Page-991- 21 4/14/2015 Immigration Law Affidavit Certification Statutes and executive orders require employers to abide by the immigration laws of the United States and to employ only individuals who are eligible to work in the United States. The Employment Eligibility Verification System (E-Verify) operated by the Department of Homeland Security (DHS) in partnership with the Social Security Administration (SSA), provides an Internet-based means of verifying employment eligibility of workers in the United States; it is not a substitute for any other employment eligibility verification requirements. The program will be used for Collier County formal Invitations to Bid (ITB) and Request for Proposals (RFP) including professional services and construction services. Exceptions to the program: • Commodity based procurement where no services are provided. • Where the requirement for the affidavit is waived by the Board of County Commissioners Consultants are required to enroll in the E-Verify program, and provide acceptable evidence of their enrollment, at the time of the submission of the Consultant's proposal. Acceptable evidence consists of a copy of the properly completed E-Verify Company Profile page or a copy of the fully executed E-Verify Memorandum of Understanding for the company. Consultants are also required to provide the Collier County Purchasing Department an executed affidavit certifying they shall comply with the E-Verify Program. The affidavit is attached to the solicitation documents. If the Consultant does not comply with providing the acceptable E-Verify evidence and the executed affidavit the Consultant's proposal may be deemed non-responsive. Additionally, Consultants shall require all subcontracted Consultants to use the E-Verify system for all purchases not covered under the "Exceptions to the program" clause above. For additional information regarding the Employment Eligibility Verification System (E-Verify) program visit the following website: http://www.dhs.00v/E-Verify. It shall be the Consultant's responsibility to familiarize themselves with all rules and regulations governing this program. Consultant acknowledges, and without exception or stipulation, any firm(s) receiving an award shall be fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended and with the provisions contained within this affidavit. Failure by the awarded firm(s) to comply with the laws referenced herein or the provisions of this affidavit shall constitute a breach of the award agreement and the County shall have the discretion to unilaterally terminate said agreement immediately. RFP 14-6322 Eng/Arch Services for CAT F Packet Page-992- 22 4/14/2015 16.D.A. Co Ter County kimiristrative Services Division Purchasing Attachment 1: Consultant's Non-Response Statement The sole intent of the Collier County Purchasing Department is to issue solicitations that are clear, concise and openly competitive. Therefore, we are interested in ascertaining reasons for prospective Consultants not wishing to respond to this solicitation. If your firm is not responding to this RFP, please indicate the reason(s) by checking the item(s) listed below and return this form via email or fax, noted on the cover page, or mail to Collier County Government, Purchasing Department, 3327 Tamiami Trail E, Naples, FL 34112. We are not responding to CCNA Solicitation RFP 14-6322 Engineering/Architectural Services for Collier Area Transit(CAT) Program for the following reason(s): ❑ Services requested not available through our company. ❑ Our firm could not meet specifications/scope of work. ❑ Specifications/scope of work not clearly understood or applicable (too vague, rigid, etc.) ❑ Project is too small. ❑ Insufficient time allowed for preparation of response. ❑ Incorrect address used. Please correct mailing address: ❑ Other reason(s): Name of Firm: Address: City, State, Zip: Telephone: Email: Representative Signature: Representative Name: Date RFP 14-6322 Eng/Arch Services for CAT F Packet Page-993- 23 4i'i 4/2015 Co ier County Administrative Services Chvision Purchasing Attachment 2: Consultant Check List IMPORTANT: THIS SHEET MUST BE SIGNED. Please read carefully, sign in the spaces indicated and return with your Proposal. Consultant should check off each of the following items as the necessary action is completed: ❑ The Proposal has been signed. ❑ A• ll applicable forms have been signed and included, along with licenses to complete the requirements of the project. ❑ Any addenda have been signed and included. ❑ T• he mailing envelope has been addressed to: Collier County Government Purchasing Department 3327 Tamiami Trail E Naples FL 34112 Attn: Brenda Brilhart, Procurement Strategist CCNA Solicitation: RFP 14-6322 Engineering/Architectural Services for Collier AreaTransit(CAT) Program ❑ T• he mailing envelope must be sealed and marked with Proposal Number, Proposal Title and Due Date. ❑ The Proposal will be mailed or delivered in time to be received no later than the specified due date and time. (Otherwise Proposal cannot be considered.) ALL COURIER-DELIVERED PROPOSALS MUST HAVE THE RFP NUMBER AND TITLE ON THE OUTSIDE OF THE COURIER PACKET Name of Firm: Address: City, State, Zip: Telephone: Email: Representative Signature: ^ Representative Name: Date RFP 14-6322 Eng/Arch Services for CAT f Packet Page-994- 24 4/14/2015 Cc .ty Ads spices Division Purchasing Attachment 3: Conflict of Interest Affidavit By the signature below, the firm (employees, officers and/or agents) certifies, and hereby discloses, that, to the best of their knowledge and belief, all relevant facts concerning past, present, or currently planned interest or activity (financial, contractual, organizational, or otherwise) which relates to the proposed work; and bear on whether the firm (employees, officers and/or agents) has a possible conflict have been fully disclosed. Additionally, the firm (employees, officers and/or agents) agrees to immediately notify in writing the Procurement Director, or designee, if any actual or potential conflict of interest arises during the contract and/or project duration. Firm: Signature and Date: Print Name Title of Signatory State of County of SUBSCRIBED AND SWORN to before me this day of , 2014, by , who is personally known to me to be the for the Firm, OR who produced the following identification • Notary Public My Commission Expires RFP 14-6322 Eng/Arch Services for CAT P Packet Page-995- 25 4/14/2015 16.D.4. Corer CI Services Division Purchasing Attachment 4: Consultant Declaration Statement BOARD OF COUNTY COMMISSIONERS Collier County Government Complex Naples, Florida 34112 RE: CCNA Solicitation: RFP 14-6322 Engineering/Architectural Services for Collier Area Transit(CAT) Program Dear Commissioners: The undersigned, as Consultant declares that this proposal is made without connection or arrangement with any other person and this proposal is in every respect fair and made in good faith, without collusion or fraud. The Consultant agrees, if this proposal is accepted, to execute a Collier County document for the purpose of establishing a formal contractual relationship between the firm and Collier County, for the performance of all requirements to which the proposal pertains. The Consultant states that the proposal is based upon the proposal documents listed by the above referenced CCNA Solicitation. IN WITNESS WHEREOF, WE have hereunto subscribed our names on this day of , 20_ in the County of , in the State of Firm's Legal Name: Address: City, State, Zip Code: Florida Certificate of Authority Document Number Federal Tax Identification Number CCR#or CAGE Code Telephone: FAX: Signature by: (Typed and written) Title: RFP 14-6322 Eng/Arch Services for CAT F Packet Page-996- 26 4/14/2015 1E Additional Contact Information Send payments to: n (required if different from Company name used as payee above) Contact name: Title: Address: City, State,ZIP Telephone: FAX: Email: Office servicing Collier County to place orders (required if different from above) Contact name: Title: Address: City, State,ZIP Telephone: tft.\ Email: RFP 14-6322 Eng/Arch Services for CAT F Packet Page-997- 27 4/14/2015 16.D.4. Co copy Administrative Services Division Purchestng Attachment 5: Immigration Affidavit Certification CCNA Solicitation: RFP 14-6322 Collier Area Transit(CAT) Program Engineering/Architectural Services This Affidavit is required and should be signed, notarized by an authorized principal of the firm and submitted with formal Invitations to Bid (ITB's) and Request for Proposals (RFP) submittals. Further, Consultants are required to enroll in the E-Verify program, and provide acceptable evidence of their enrollment, at the time of the submission of the Consultant' proposal. Acceptable evidence consists of a copy of the properly completed E-Verify Company Profile page or a copy of the fully executed E-Verify Memorandum of Understanding for the company. Failure to include this Affidavit and acceptable evidence of enrollment in the E-Verify program may deem the Consultant's proposal as non-responsive. Collier County will not intentionally award County contracts to any Consultant who knowingly employs unauthorized alien workers, constituting a violation of the employment provision contained in 8 U.S.C. Section 1324 a(e) Section 274A(e)of the Immigration and Nationality Act("INA"). Collier County may consider the employment by any Consultant of unauthorized aliens a violation of Section 274A (e) of the INA. Such Violation by the recipient of the Employment Provisions contained in Section 274A(e) of the INA shall be grounds for unilateral termination of the contract by Collier County. Consultant attests that they are fully compliant with all applicable immigration laws (specifically to the 1986 Immigration Act and subsequent Amendment(s)) and agrees to comply with the provisions of the Memorandum of Understanding with E-Verify and to provide proof of enrollment in The Employment Eligibility Verification System (E-Verify), operated by the Department of Homeland Security in partnership with the Social Security Administration at the time of submission of the Consultant's proposal. Company Name Print Name Title Signature Date State of County of The foregoing instrument was signed and acknowledged before me this day of , 20_, by who has produced as identification. (Print or Type Name) (Type of Identification and Number) Notary Public Signature Printed Name of Notary Public Notary Commission Number/Expiration The signee of this Affidavit guarantees, as evidenced by the sworn affidavit required herein, the truth and accuracy of this affidavit to interrogatories hereinafter made. RFP 14-6322 Eng/Arch Services for CAT F Packet Page-998- 28 4/14/2015 16.D. Colt co».ty — --- Mm SD Administrative SerycesDitnsion PurchasIng Attachment 6: Consultant Substitute W—9 Request for Taxpayer Identification Number and Certification In accordance with the Internal Revenue Service regulations, Collier County is required to collect the following information for tax reporting purposes from individuals and companies who do business with the County (including social security numbers if used by the individual or company for tax reporting purposes). Florida Statute 119.071(5) require that the county notify you in writing of the reason for collecting this information, which will be used for no other purpose than herein stated. Please complete all information that applies to your business and return with your quote or proposal. 1. General Information (provide all information) Taxpayer Name (as shown on income tax return) Business Name (if different from taxpayer name) Address City State Zip Telephone FAX Email Order Information Remit/Payment Information Address Address City State _ Zip City State Zip FAX FAX Email Email 2. Company Status (check only one) _Individual/Sole Proprietor _Corporation _Partnership _Tax Exempt (Federal income tax-exempt entity _Limited Liability Company under Internal Revenue Service guidelines IRC 501 (c)3) Enter the tax classification (D= Disregarded Entity, C=Corporation, P=Partnership) 3. Taxpayer Identification Number(for tax reporting purposes only) Federal Tax Identification Number(TIN) (Consultants who do not have a TIN, will be required to provide a social security number prior to an award of the contract.) 4. Sign and Date Form: Certification: Under penalties of perjury, l certify that the information shown on this form is correct to my knowledge. Signature Date Title Phone Number RFP 14-6322 Eng/Arch Services for CAT F Packet Page-999- 29 4/14/2015 16.D.4. Crier County Aare Services Division Purchasing Attachment 7: Insurance and Bonding Requirements Insurance/Bond Type Required Limits 1. ®Worker's Statutory Limits of Florida Statutes, Chapter 440 and all Federal Government Compensation Statutory Limits and Requirements 2. ® Employer's Liability $500,000 single limit per occurrence 3. Z Commercial General Bodily Injury and Property Damage Liability (Occurrence Form) patterned after the current $1,000,000 single limit per occurrence, $2,000,000 aggregate for Bodily Injury ISO form Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. 4. ® Indemnification To the maximum extent permitted by Florida law, the Consultant shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys'fees and paralegals'fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Consultant or anyone employed or utilized by the Consultant in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 4. ® Automobile Liability $ 1,000,000 Each Occurrence; Bodily Injury & Property Damage, Owned/Non-owned/Hired; Automobile Included 5. Z Other insurance as ❑ Watercraft $ Per Occurrence noted: ❑ United States Longshoreman's and Harborworker's Act coverage shall be maintained where applicable to the completion of the work. $ Per Occurrence ❑ Pollution $ Per Occurrence ❑ Professional Liability $1,000,000 per claim and in the aggregate • $1,000,000 per claim and in the aggregate • $2,000,000 per claim and in the aggregate ❑ Project Professional Liability $ Per Occurrence ❑ Valuable Papers Insurance $ Per Occurrence RFP 14-6322 Eng/Arch Services for CAT Program 30 Packet Page -1000- 4/14/2015 16.D.4. 6. ❑ Bid bond Shall be submitted with proposal response in the form of certified funds,cashiers' check or an irrevocable letter of credit,a cash bond posted with the County Clerk,or proposal bond in a sum equal to 5%of the cost proposal.All checks shall be made payable to the Collier County Board of County Commissioners on a bank or trust company located in the State of Florida and insured by the Federal Deposit Insurance Corporation. 7. ❑ Performance and For projects in excess of$200,000, bonds shall be submitted with the executed Payment Bonds contract by Proposers receiving award, and written for 100%of the Contract award amount,the cost borne by the Proposer receiving an award.The Performance and Payment Bonds shall be underwritten by a surety authorized to do business in the State of Florida and otherwise acceptable to Owner; provided, however,the surety shall be rated as"A-"or better as to general policy holders rating and Class V or higher rating as to financial size category and the amount required shall not exceed 5%of the reported policy holders'surplus, all as reported in the most current Best Key Rating Guide, published by A.M.Best Company, Inc.of 75 Fulton Street, New York, New York 10038. 8. ® Consultant shall ensure that all subcontractors comply with the same insurance requirements that he is required to meet. The same Consultant shall provide County with certificates of insurance meeting the required insurance provisions. 9. i1 Collier County must be named as "ADDITIONAL INSURED" on the Insurance Certificate for Commercial General Liability where required. 10. ® The Certificate Holder shall be named as Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR Collier County Government, OR Collier County. The Certificates of Insurance must state the Contract Number, or Project Number, or specific Project description, or must read: For any and all work performed on behalf of Collier County. 11. ® Thirty (30) Days Cancellation Notice required. Consultant's insurance Statement We understand the insurance requirements of these specifications and that the evidence of insurability may be required within five (5) days of the award of this solicitation. Name of Firm Date Consultant Signature Print Name Insurance Agency Agent Name Telephone Number RFP 14-6322 Eng/Arch Services for CAT Program 31 Packet Page-1001- 4/14/2015 16.D.4. Acininistrathe Cv�ier Catsvcty Services Division purchasing Attachment 8: Reference Questionnaire Solicitation: RFP 14-6322 Collier Area Transit(CAT) Program Engineering/Architectural Services Reference Questionnaire for: (Name of Company Requesting Reference Information) (Name of Individuals Requesting Reference Information) Name: Company: (Evaluator completing reference questionnaire) (Evaluator's Company completing reference) Email: FAX: Telephone: Collier County is implementing a process that collects reference information on firms and their key personnel to be used in the selection of firms to perform this project. The Name of the Company listed in the Subject above has listed you as a client for which they have previously performed work. Please complete the survey. Please rate each criteria to the best of your knowledge on a scale of 1 to 10, with 10 representing that you were very satisifed (and would hire the firm/individual again)and 1 representing that you were very unsatisfied (and would never hire the firm/indivdival again). If you do not have sufficient knowledge of past performance in a particular area, leave it blank and the item or form will be scored"0." Project Description: Completion Date: Project Budget: Project Number of Days: Item Citeria Score 1 Ability to manage the project costs (minimize change orders to scope). 2 Ability to maintain project schedule (complete on-time or early). 3 Quality of work. 4 Quality of consultative advice provided on the project. 5 Professionalism and ability to manage personnel. • 6 Project administration (completed documents, final invoice, final product turnover; invoices; manuals or going forward documentation, etc.) 7 Ability to verbally communicate and document information clearly and succinctly. 8 Abiltity to manage risks and unexpected project circumstances. 9 Ability to follow contract documents, policies, procedures, rules, regulations, etc. 10 Overall comfort level with hiring the company in the future (customer satisfaction). TOTAL SCORE OF ALL ITEMS ,- . Please FAX this completed survey to: By RFP 14-6322 Eng/Arch Services for CAT Program 32 Packet Page-1002- 4/14/2015 16.L.., . EXHIBIT A—GRANTING AGENCY PROVISIONS Provided In Separate File RFP 14-6322 Eng/Arch Services for CAT Program 33 Packet Page-1003- 4/14/2015 16.D.4. EXHIBIT B—GRANTING AGENCY FORMS Provided In Separate Files 1) Lobbying 2) Debarment& Suspension 3) Anticipated DBE 4) Bidder Opportunity List 5) Grant Acknolwedgement RFP 14-6322 Eng/Arch Services for CAT Program 34 Packet Page -1004-