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Backup Documents 09/29/2009 Item #16B 5 MEMORANDUM Date: October 9, 2009 To: Rhonda Cummings, Purchasing Contract Specialist From: Teresa Polaski, Deputy Clerk Minutes & Records Department Re: Contract #09-5340: "Collier County Major Update of Ten-Year Transit Development Plan" " Contractor: Tindale-Oliver & Associates, Inc. Enclosed is one original contract, referenced above (Agenda Item #16B5), approved by the Board of County Commissioners on Tuesday, September 29, 2009. The second contract will be kept in the Minutes and Records Department as part ofthe Board's permanent records. If you,pou1d have any questions, please contact me at 252-8411. Thank you. Enclosure (1) 16B5 ITEM NO,: lR - p\2-c..- 0 \2>IPt' D~'r,tf-~R~~~IYE~ 61 . ,t j, itl." fill. 5 ' ! "\/('"'1 , FILE NO.: ROUTED TO: 8 i' r ' O' , 4 Date: September 30, 2009 DO NOT WRITE ABOVE THIS LINE -'" A2/1 +- ~r I l> W-' ptLP~ lYb\r-7 ~V~~ ~ rt~{, J 5(<( Joll);? REQUEST FOR LEGAL SERVICES To: County Attorney's Office Jeff Klatzkow, County Attorney ~P( .i/ -v,J,Jp From: Rhonda Cummings, FCCN, CPPB, Contract Specialist Purchasing Department, Extension 8941 Re: Contract: #09-5340 "Collier County Major Update of Ten-Year Transit Development Plan" Contractor: Tindale-Oliver & Associates, Inc. BACKGROUND OF REQUEST: This Contract was approved by the BCC on September 29, 2009; (,1>1 _ Agenda Item 16,B,5 ~ This item has been previously submitted. ACTION REQUESTED: Contract review and approval. OTHER COMMENTS: This is a standard contract with no changes. Please forward to the BCC for signature after approval. If there are any questions concerning the document, please contact me. Purchasing would appreciate notification when the documents exit your office. Thank you. C: Lorraine Lantz, Trans. Planning '\1'( " "~ ;,\]\/Jr) ~f}' ; ,,, 1)\ 1.1..\ ' ! I r~ i , ' . \ \)\. ' 16'5 1 MEMORANDUM TO: Ray Carter Risk Management Department nfl ~j ,-- f).,",- ,(0"'" ..1('" ~ Rhonda Cummings, FCCN, CPPB, Contract Specialist Purchasing Department FROM: DATE: September 30, 2009 RE: Review of Insurance for Contract: #09-5340 "Collier County Major Update of Ten-Year Transit Development Plan" Contractor: Tindale-Oliver & Associates, Inc. This Contract was approved by the BCC on September 29, 2009; Agenda Item 16.B.5 Please review the Insurance Certificates for the above referenced contract. If you have any questions, please contact me at extension 8941. Thank you. C: Lorraine Lantz, Trans. Planning DATE: RECEIVED OCT 0 1 2009 RISK MANAGEMENl ~! ' ~11?rt /&/z/c:'c; dod/RC mausen_g From: Sent: To: Cc: Subject: 1615 RaymondCarter Wednesday, October 07,20093:43 PM CummingsRhonda LantzLorraine; DeLeonDiana; mausen_g; GazgaNorberto Contract 09-5340 "Collier County Major Update of Ten-Year Transit Development Plan" All, I have approved the certificate(s) of insurance provided by tindale-Oliver & Associates, Inc for contract 09-5340 which will now Attorney's Office for their review. Thank you, Ray ~ Cah.te.1r. Manager Risk Finanace Office 239-252-8839 Cell 239-821-9370 1 www.sunbiz.org - Department of State Page 1 of2 Home Contact Us E-Filing Services Document Searches Forms Help EVQn.~ No Name History IEntity Name Search Submit I Previous OIl!J!!1 Next'<1I1 !.i.!!1 Ret!!m I9 !.JJlt Detail by Entity Name Florida Profit Corporation TIN DALE-OLIVER & ASSOCIATES, INC, Filing Information Document Number K58299 FEI/EIN Number 592929811 Date Filed 01/13/1989 State FL Status ACTIVE Last Event AMENDMENT Event Date Filed 09/26/1991 Event Effective Date NONE Principal Address 1000 N. ASHLEY DR SUITE 100 TAMPA FL 33602 US Changed 03/01/2000 Mailing Address toOO N, ASHLEY DR SUITE 100 TAMPA FL 33602 US Changed 03/01/2000 Registered Agent Name & Address TIN DALE, STEVEN A toOO N. ASHLEY DRIVE SUITE 100 TAMPA FL 33602 US Name Changed: 01/04/2005 Address Changed: 01/25/2001 Officer/Director Detail Name & Address Title DPS TIN DALE, STEVEN A 664 RIVIERA DR TAMPA FL 33606 Title DVT http://www.sunbiz.org/scripts/cordet.cxc?action~D E'l'FIL&inq_ doc _ numbcr= K58299&in... 9/23/2009 www.sunbiz.org - Department of State pag12 [;', 5 OLIVER, WILLIAM E 2606 MORRISON AVE TAMPA FL 33629 Title V WALLACE, ROBERT P 8791 COCO PLUM PLACE ORLANDO FL 32827 Annual Reports Report Year Filed Date 2007 01/11/2007 2008 01105/2008 2009 01/26/2009 Document Images Q1l26/zQQ9=.t\NNLJt\L REP_QRT 01/05/2008 ,- ANNUAL REf_QRT Qll1J /2007 ",ANJ-i.1lt\L REP,mU 01/04/2006c::..ANNUAL REPORT 01104/2005 -- ANNUAL REPORT 01/06/2004,::..ANNUAL REPORT 01/06/2003" ANNUAL REPORT 02/11/2002 "ANNUAL REPORT 01/2.5)200.1 -,.ANNUAL REPORT 03/01/2000 ",ANNUAL REPORT 02/08/1999 ".ANNUAL REPORT 02/02/1998 =-ANNUAL REPORT Q1i2.911997-,ANNUAL REPOfU 01/2.6/1996 "ANNUALRJ:;PORT 01/19/199,S--_ANNUAL REPORT View image in PDF formet View Image In PDF format View Image In PDF format View Image in PDF format View Image In PDF format View Image In PDF format View Image In PDF format View image In PDF format View image in PDF format View image in PDF format VieW Image in PDF format View image in PDF format View Image in PDF format View image in rDF format View Image In PDF format I Note: This is not official record. See documents if question or conflict. I e.!"~_~_iQ_I,I~ .Plt !..htt Events No Name History NextgnnL,ist Return TO,!"jst IEntity Name Search S\1bmitl I Home I Contact us I Document Searches 1 E-FilirlQ Services I Forms I Help I Copyright and Privacy PoliCies Copyright @ 200/ State of Florida, Department of State. http://www.sunbiz.org/scripts/cordet.exe?action=D ETFIL&inq", doc _ number= K5 8299&in... 9/23/2009 1615 ~ Tindale-Oliver & Associates, Inc. Planninl( and Engineerinl( October 7, 2009 r-<J ";' ,:-:':l ,.,-J '::.J '. ) ...-; ;=-~ ~ " C) '---' Jeffrey A. Klatzkow, Esq. County Attorney Collier County Government 3301 E. Tamiami Trail, 8th Floor Naples, FL 34112 :I.. rT. Re; Signatories for Tindale-Oliver & Associates, Inc. Dear Mr. Klatzkow; This letter serves to confirm that the following persons have the ability to sign contracts on behalf of our firm: Steven A. Tindale, President William E. Oliver, Senior Vice President Robert P. Wallace, Vice President William L. Ball, Chief Operating Officer Please feel free to contact me if you have any questions. Sincerely yours, 4' ,- 11 ~~,Ft'~ ?./J--~ even A. Tindale President STATE OF FLORIDA COUNTY OF HILLSBOROUGH Sworn to and subscribed before me this yth day of October, 2009 by Steven A. Tindale, who is personally known to me. ~ ~,X irn~ I o"'~:f ~_ Not. ry PUb!, ie St.te of Florkl. ~ .'1- Karin l Smith , "; My Comm...ion 00810016 ""0""" Expires 07/2i12012 1000 North Ashley Drive, Suite 100, Tampa, Florida 33602. Phone: (813) 224-8862 . Fax: (813) 226-2106 1595 South Semaran Boulevard, Buildin9 7, Suite 1540, Winler Park, Florida 32792 . Phone (407) 657,9210 . Fax (407) 657-9106 195 South Central Avenue, Bartow, Florida 33830 . Phone: (863) 533-8454 . Fax: (863) 533-8481 RLS# m- jJ~-131368 CHECKUST FOR REVIEWING CONTRACTS 16 J 5 7f/,.JlJN..~ - OLI vEl'/. "'" 1/-.<c."'Nt-rt:,!; . (NC. . Insurance Insurance Certificate attached? Insured registered in Florida? Contract # &/or Project referenced on Certificate? Certificate Holder name correct (BCC)') Commercial General Liability General Aggregate Reqnired $ ~ M l\..- ProdnctsJCompl/Op Reqnired $ __ Personal & Advert Reqnired $ , ' Each Occurrence Required $___ .__.__ Fire/Prop Damage Required $ Automobile Liability Bodily Inj & Prop Required $, S'&If?, fW) Provided $ ~.l..,_ Exp Date Workers Compensation Each accident Required $ I "^ II Disease Aggregate Reqnired $ ~.:...,___ Disease Each Empl Required $____ Umbrella Liability Each Occurrence Provided $ ,~_ M,l!.,,_ Exp Date _.;>. J~_ltJ~ Aggregate Provided $ \ , Exp Date _---'~__ Does Umbrella sufficiently cover any underinsured portion? __~Yes No Professional Liability u/,_ 1m Each Occurrence Required $, .LM.LI.. _ Provided $ I Ml L. Exp. Date ''f~' Per Aggregate Required $________ Provided $_-,-,___ Exp. Date ----"-_ Other Insurance Each Occur Type:_____ Entity Name: Entity name correct on contract? Entity registered with FL See, of State? v_Yes _JL"" Yes _i/'Yes V _Yes __~_.Yes ........ Yes No No No No No No Provided $ Z. ~I \.. Provided $ .......1_'-__ Provided $ _.LM-J..!..~_ Provided $ ....-J_' _____,_ Provided $__....,-1..._ Exp. Date ,f:f?:'ii.tJL_ Exp. Date _~!___. Exp_ Date --"_ Exp_ Date , , Exp. Date , I Provided $ IlNIl L Provided $ \ I Provided $ I , Exp Date Exp Date Exp Date Required $_ _, Provided $ County required to be named as additional insured? County named as additional insured? VYes __,VYes Indemnification Does indemnification meet County standards? Is County indemnifying other party? __\L."'yes Yes Performance Bond Bond requirement referenced in contract? If attached, expiration date of bond Does dollar amount match contract? Agent registered in Florida? Yes Yes Yes Signature Blocks Correct executor name in signature block? Correct title of executor? Executor authorized to sign for entity? Proper number of witnesses/notary? Authorization for executor to sign, if necessary: _-tl &100 ....1.1>> Chairman's signature block? Clerk's attestation signature block? County Attorney's signature block? _....L~Y es _,.'C',Yes _"eYes ,_ ""_Yes , ~~~ ~u-r~ h.t.T'l'il'- _\L.,Yes _JYes _.z~Y es Attachments Are all required attachments included? __~__Yes ,*-'!jJL titl {IO " I' Exp Date __~_~ No No No ...LNo No No No No No No No No No No Re~i-~~C~ InitialS:~__ Date:~ 04-COA-( 103 /222 16J5 Contract #09-5340 Collier County Major Update of Ten-Year Transit Development Plan " PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this Jq->>-day of SR..pf-~I""1=.r- , 20~, 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 Tindale-Oliver & Associates, Inc., authorized to do business in the State of Florida, whose business address is 1000 North Ashley Drive, Suite 100, Tampa, Florida 33602 (hereinafter referred to as the "CONSULTANT"). WIT N E SSE T H: WHEREAS, the OWNER desires to obtain the professional Planning Consulting services of the CONSULTANT concerning Collier County Major Update of Ten-Year Transit Development Plan (hereinafter referred to as the "Project"), said services being more fully described in Schedule A, "Scope of Services", which is attached hereto and incorporated herein; and WHEREAS, Lee County (hereinafter referred to as "LEE") has contracted with the CONSULTANT, secured through the competitive selection process, and WHEREAS, the COUNTY desires to utilize the LEE contract # 2009-001 Fixed Term MPO General Planning Services and engage said CONSULTANT for the Project; and WHEREAS, the CONSULTANT is agreeable to and desirous of undertaking such services for COUNTY in connection with the Project, and 1615 WHEREAS, the CONSULTANT represents that it has expertise in the type of professional services that will be required for the Project, and WHEREAS, LEE is agreeable to the COUNTY utilizing contract # 2009-001 Fixed Term MPO General Planning Services NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: ARTICLE ONE CONSULTANT'S RESPONSIBILITY 1.1. CONSULTANT shall provide to OWNER professional Planning Consulting services in all phases of the Project to which this Agreement applies. 1.2. The Basic Services to be performed by CONSULTANT hereunder are set forth in the Scope of Services described in detail in Schedule A. The total compensation to be paid CONSULTANT by the OWNER for all Basic Services is set forth in Article Five and Schedule B, "Basis of Compensation", which is attached hereto and incorporated herein. 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. 2 1615 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 designates William Ball, a qualified licensed professional to serve as the CONSULTANT'S project coordinator (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 this Agreement. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to this Agreement. The CONSULTANT agrees that the Project Coordinator shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT hereunder. The Project Coordinator shall not be removed by CONSULTANT from the Project without OWNER'S prior written approval, and if so removed must be immediately replaced with a person acceptable to OWNER. 1.6. CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from Owner to promptly remove and replace the 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 services or work pursuant to the requirements of this Agreement, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to OWNER. 1.7. The CONSULTANT represents to the OWNER that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the OWNER'S review and 3 16'5 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, ordinances, codes, rules, regulations and requirements of any governmental agencies, including the Florida Building Code where applicable, which regulate or have jurisdiction over the Project or the services to be provided and performed by CONSULTANT hereunder. 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 the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 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 perforrnance. 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 4 16)5 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 TWO ADDITIONAL SERVICES OF CONSULTANT If authorized in writing by OWNER through a Change Order to this Agreement, CONSULTANT shall furnish or obtain from others Additional Services of the types listed in Article Two herein. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment 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 Policy and Administrative Procedures in effect at the time such services are authorized. These services will be paid for by OWNER as indicated in Article Five and Schedule B. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment to this Agreement 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 5 168s CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Basic Services required of CONSULTANT hereunder. If OWNER determines that a change in the Agreement is required because of the action taken by CONSULTANT in response to an emergency, an Amendment 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 this Agreement. The following services, if not otherwise specified in Schedule A as part of Basic Services, shall be Additional Services: 2.1. . Preparation of applications and supporting documents (except those already to be furnished under this Agreement) for private or governmental grants, loans, bond issues or advances in connection with the Project. 2.2. Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, OWNER'S schedule or character of construction; and revising studies, reports, design documents or Contract Documents previously accepted by OWNER when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not reasonably anticipated prior to the preparation of such studies, reports or documents, or are due to any other causes beyond CONSULTANT'S control and fault. 2.3 Providing renderings or models for OWNER'S use. 2.4 Investigations and studies involving detailed consideration of operations, maintenance and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate 6 1685 schedules and appraisals; and evaluating processes available for licensing and assisting OWNER in obtaining such process licensing. 2.5. Furnishing services of independent professional associates and consultants for other than the Basic Services to be provided by CONSULTANT hereunder. 2.6. Services during travel outside of Collier and Collier Counties required of CONSULTANT and directed by OWNER, other than visits to the Project site or OWNER's office. 2.7 Preparation of operating, maintenance and staffing manuals, except as otherwise provided for herein. 2.8. Preparing to serve or serving as a CONSULTANT or witness for OWNER in any litigation, or other legal or administrative proceeding, involving the Project (except for assistance in consultations which are included as part of the Basic Services to be provided herein). 2.9 Additional services rendered by CONSULTANT in connection with the Project, not otherwise provided for in this Agreement or not customarily furnished in Collier County as part of the Basic Services in accordance with generally accepted professional practice. ARTICLE THREE OWNER'S RESPONSIBILITIES 3.1. The OWNER shall designate in writing a project manager to act as OWNER'S representative with respect to the services to be rendered under this Agreement (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 for the Project. However, the Project Manager is not authorized to issue any verbal or 7 1615 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 hereunder; (b) The time the CONSULTANT is obligated to commence and complete all such services; or (c) The amount of compensation the OWNER is obligated or committed to pay the CONSULTANT. 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 Project, 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 Project, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the Project; (d) Arrange for access to and make all provisions for CONSULTANT to enter the Project site to perform the services to be provided by CONSULTANT under this Agreement; 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. 8 16'''5 ARTICLE FOUR TIME 4.1. Services to be rendered by CONSULTANT shall be commenced subsequent to the execution of this Agreement upon written Notice to Proceed from OWNER for all or any designated portion of the Project and shall be performed and completed in accordance with the Project Milestone Schedule attached hereto and made a part hereof as Schedule C. Time is of the essence with respect to the performance of this Agreement. 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of its 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. 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 its 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. Provided, however, if through no fault or neglect of CONSULTANT, the services to be provided hereunder have been delayed for a total of 180 calendar days, CONSULTANT'S compensation shall be equitably adjusted, with respect to those services that 9 J61s have not yet been performed, to reflect the incremental increase in costs experienced by CONSULTANT, if any, as a result of such delays. 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 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. 4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing Work under this Agreement 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. ARTICLE FIVE 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 Schedule B, entitled "Basis of Compensation", which is attached hereto and made a part hereof. ARTICLE SIX OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of this Agreement, 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 this Agreement ("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 10 1685 '. 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 on this Project. 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 Project following CONSULTANT'S termination for any reason or to perform additions to or remodeling, replacement or renovations of the Project. 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. ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. CONSULTANT will keep adequate records and supporting documentation which concern or reflect its 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 Project 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. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida 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 the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone II 16'5 " 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 8.1. ARTICLE NINE 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 set forth in SCHEDULE D 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. 9.3.3. All insurance coverages of CONSULTANT shall be primary to any insurance or self-insurance program carried by OWNER applicable to this Project, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER applicable to this Project. 9.3.4. The Certificates of Insurance must read: For any and all work performed on behalf of Collier County. 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 12 1615 I 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 TEN 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 as Schedule F is a listing of all key personnel CONSULTANT intends to assign to the Project to perform the Services required hereunder. Such personnel shall be committed to this Project in accordance with the percentages noted in Schedule F. CONSULTANT also has identified each subconsultant and subcontractor it intends to utilize on the Project in Schedule F. All personnel, subconsultants and subcontractors identified in Schedule F shall not be removed or replaced without OWNER'S prior written consent. 13 " 1685 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 to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement, assumes toward the OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the OWNER under this Agreement 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. Further, all such contracts shall provide that, at Owner's discretion, they are assignable to OWNER upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. CONSULTANT'S acceptance of final payment shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against OWNER arising out of this Agreement or otherwise related to the Project, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT as unsettled at the time of the final payment. 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. 14 " 1615 ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for OWNER to terminate this Agreement, 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 the Agreement within the times specified under the Notice(s) to Proceed, 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, or (f) for any other just cause. The OWNER may so terminate this Agreement, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.2. 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, or that OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.1, then the notice of termination given pursuant to paragraph 12.1 shall be deemed to be the notice of termination provided for in paragraph 12.3, below, and CONSULTANT's remedies against OWNER shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.3, below. 12.3. OWNER shall have the right to terminate this Agreement, 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, together with any retainage withheld and any costs 15 16:85 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 work not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.4. 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. 12.5. 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. 12.6 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty- five (45) days after such payment is due 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, 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 this Agreement until such default is cured, after giving OWNER a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the Agreement. 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 this Agreement by giving written notice to 16 1685 OWNER of CONSULTANT'S intent to terminate this Agreement. 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 Agreement 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 THIRTEEN 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. 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 E, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement are accurate, complete and current at the time of the Agreement. The CONSULTANT agrees that the original Agreement price and any additions thereto shall be adjusted to exclude any significant sums by which the OWNER determines the Agreement price 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 this Agreement. 17 . 1685 ARTICLE FOURTEEN 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 FIFTEEN 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 SIXTEEN 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 Purchasing Department, Building G 3301 East Tamiami Trail Naples, FL 34112 Attention: Stephen Y. Carnell Purchasing/General Services Director Fax: 239-252-6584 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 18 1615 States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT'S address of record: Tindale-Oliver and Associates, Inc. 1000 North Ashley Drive, Suite 100, Tampa, FL 33602 Telephone: 813/224-8862 Attn: Richard Dreyer Fax: 813/226-2106 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 SEVENTEEN 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 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. 19 1615 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. 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 The terms and conditions of the following Schedules attached hereto are by this reference incorporated herein: ATTACHMENT 1 (which includes EXHIBITS A-F) Exhibit A FEDERAL TRANSIT ADMINISTRATION REQUIREMENTS Exhibit B CONSULTANT AFFIDAVIT Exhibit C DBE PARTICIPATION STATEMENT Exhibit D CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION FOR FEDERAL AID CONTRACTS Exhibit E CERTIFICATION FOR DISCLOSURE OF LOBBYING ACTIVITIES ON FEDERAL AID CONTRACTS Exhibit F BID OPPORTUNITY LIST FOR PROFESSIONAL CONSULTANT SERVICES AND COMMODITIES & CONTRACTURAL SERVICES 20 1615 Schedule A SCOPE OF SERVICES Schedule B BASIS OF COMPENSATION Schedule C PROJECT MILESTONE SCHEDULE Schedule 0 INSURANCE COVERAGE Schedule E TRUTH IN NEGOTIATION CERTIFICATE Schedule F KEY PERSONNEL, SUBCONSUL TANTS AND SUBCONTRACTORS ARTICLE EIGHTEEN 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 NINETEEN 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 E. CONSULTANT'S compensation 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. 21 .. 16'5 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 TWENTY 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. 22 1615 < 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. 23 16'5 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement for the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, "k By ~~ 0:14 Donna lala, Chairman Date: ;, O/Cf!ti#. A~st ..t;"~,. I1gnat...... " .. "... ""'''r Oft".. Approved as to form and le~c;cv)~~ L- A&.':list8~t County Attorney Dev-'7 Tindale-Oliver and Associates. Inc. A~./U;, ~ Witness I By: V~~ Karin L. Smith. Accounting Assistant Typed Name and Title . TY~~(!~ Stephanie Daniels, Administrative Supervisor Witness Willism 1. Bsll. Chipf Opprs'ing Officer Typed Name and Title ~em # L foEf) Agenda 0 l'la ItQ Date ~ Oate (01'1 Ira Rec'd ~, ~ 24 ATTACHMENT 1 161 5 ~ Includes Exhibits A-G EXHIBIT A FEDERAL TRANSIT ADMINISTRATION REQUIREMENTS FEDERAL TRANSIT ADMINISTRATION Grant Procurement Clause Package #2 (Goods, Services and Construction) Revised July 14, 2008 16rs TABLE OF CONTENTS A.l - Federallv ReQuired and Other Model Contract Clauses I. Flv America Requirements 2. Buv America Requirements *(Certification reQuired for contracts> $100.000) 3. Charter Bus and School Bus Requirements 4. Cargo Preference Requirements 5. Seismic Safetv Requirements (Construction contracts) 6. Energy Conservation Requirements 7. Clean Water Requirements 8. Bus Testing (N/A) 9. Pre-Award and Post Delivery Audit Requirements (N/A) 10. Lobbying *(Certification reQuired for contracts> $100.000) II. Access to Records and Reports 12. Federal Changes 13. Bonding Requirements 14. Clean Air 15. Recycled Products 16. Davis-Bacon Act (Construction contracts >$2,000) 17. Contract Work Hours and Safety Standards Act 18. Copeland Anti-Kickback Act 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 (Nonprocurement) 23. Privacy Act Requirements 2 .. 24. Civil Rights Requirements 25. Breaches of Contract and Dispute Resolution 26. Patent and Rights in Data, and Copyrights 27. Transit Employee Protective Agreements 28. Disadvantaged Business Enterprises (DBE) 29. State and Local Law Disclaimer 30. Incorporation of Federal Transit Administration (FT A) Terms 31. Drug and Alcohol Testing 1615 3 1~85 1. FLY AMERICA REQUIREMENTS 49 U.S.CO &5331 49 CFR Parts 653 and 654 Auulicabilitv to Contracts The Fly America requirements apply to the transportation of persons or property, by air, between a place in the U.S. and a place outside the U.S., or between places outside the U.S., when the FT A will participate in the costs of such air transportation. Transportation on a foreign air carrier is permissible when provided by a foreign air carrier under a code share agreement when the ticket identifies the U.S. air carrier's designator code and flight number. Transportation by a foreign air carrier is also permissible if there is a bilateral or multilateral air transportation agreement to which the U.S. Government and a foreign government are parties and which the Federal DOT has determined meets the requirements of the Fly America Act. Flow Down Requirements The Fly America requirements flow down from FTA recipients and subrecipients to first tier contractors, who are responsible for ensuring that lower tier contractors and subcontractors are in compliance. Flv America Requirements - 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 49 U.S.C. 5323G) 49 CFR Part 661 Auulicabilitv to Contracts The Buy America requirements apply to the following types of contracts: Construction Contracts and Acquisition of Goods or Rolling Stock (valued at more than $100,000). Flow Down The Buy America requirements flow down from FT A recipients and subrecipients to first tier contractors, who are responsible for ensuring that lower tier contractors and subcontractors are in compliance. Buy America - The contractor agrees to comply with 49 U.S.C. 5323(j) and 49 CFR 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 CFR 661.7, and include final assembly in the United States for IS passenger vans and IS passenger wagons produced by Chrysler 4 Corporation, microcomputer equipment, software, and small purchases (currently less th~Ql5 made with capital, operating, or planning funds. Separate requirements for rolling stock are set out at 5323G)(2)(C) and 49 CFR 661.11. Rolling stock not subject to a general waiver must be manufactured in the United States and have a 60 percent domestic content. A bidder or offeror must submit to the FT A recipient (Collier County Transit) the appropriate Buy America certification (below) with all bids on FT A-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. BUY AMERICA CERTIFICATION (Required for coutracts greater thau $100,000) Certification requirement for procurement of steel, iron, or manufactured products. Certificate of Compliance with 49 USe. 5323(j)(1) The bidder or offeror hereby certifies that it will meet the requirements of 49 U .s.C. 5323(j)( I) and the applicable regulations in 49 CFR Part 661. Date Signature Company Name Title Certificate of Non-Compliance with 49 USe. 5323(j)(1) The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j)(l), but it may qualify for an exception pursuant to 49 U.S.C. 5323(j)(2)(B) or (j)(2)(D) and the regulations in 49 CFR 661.7. Date Signature Company Name Title Certification requirement for procurement of buses, other rolling stock and associated equipment. Certificate of Compliance with 49 USe. 5323(j)(2)(C). The bidder or offeror hereby certifies that it will comply with the requirements of 49 U.S.C. 5323(j)(2)(C) and the regulations at 49 CFR Part 661. Date Signature Company Name Title Certificate of Non-Compliance with 49 USe. 5323(j)(2)(C) The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j)(2)(C), but may qualify for an exception pursuant to 49 U.S,C. 5323(j)(2)(B) or (j)(2)(D) and the regulations in 49 CFR 661.7. Date 5 16'5 Signature Company Name Title 3. CHARTER BDS REQUIREMENTS 49 D.S.C. 5323(d) 49 CFR Part 604 Applicability to Contracts The Charter Bus requirements apply to the following type of contract: Operational Service Contracts. Flow Down Requirements The Charter Bus requirements flow down from FT A recipients and subrecipients to first tier service contractors. Charter Service Operations - The contractor agrees to comply with 49 D.S.C. 5323(d) and 49 CFR Part 604, which provides that recipients and subrecipients of FT A 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 BDS REQUIREMENTS 49 D.S.C. 5323(F) 49 CFR Part 605 Applicability to Contracts The School Bus requirements apply to the following type of contract: Operational Service Contracts. Flow Down Requirements The School Bus requirements flow down from FT A recipients and subrecipients to first tier service contractors. School Bus Operations - Pursuant to 69 D.S.C. 5323(f) and 49 CFR Part 605, recipients and subrecipients of FT A 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 46 D.S.C. 1241 46 CFR Part 381 Applicability to Contracts The Cargo Preference requirements apply to all contracts involving equipment, materials, or commodities which may be transported by ocean vessels. Flow Down 6 The Cargo Preference requirements apply to all subcontracts when the subcontract may be invote? 15 the transport of equipment, material, or cormnodities by ocean vessel. Cargo Preference - Use of United States-Flag Vessels - The contractor agrees: a. to use privately owned United States-Flag cormnercial 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 cormnodities 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" cormnercial ocean bill-of -lading in English for each shipment of cargo described in the 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 itJ. 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 mav involve the transport of equipment, material, or cormnodities bv ocean vessel. 5. SEISMIC SAFETY REQUIREMENTS 42 U.S.C. 7701 et seq. 49 CFR Part 41 Applicability to Contracts The Seismic Safety requirements apply only to contracts for the construction of new buildings or additions to existing buildings. Flow Down The Seismic Safety requirements flow down from FTA recipients and subrecipients to first tier contractors to assure compliance, with the applicable building standards for Seismic Safety, including the work performed by all subcontractors. Seismic Safety - 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 CONSERV A nON REQUIREMENTS 42 U.S.C. 6321 et seq. 49 CFR Part 18 Applicability to Contracts The Energy Conservation requirements are applicable to all contracts. Flow Down The Energy Conservation requirements extend to all third party contractors and their contracts at every tier and subrecipients and their subagreements at every tier. Energy Conservation - 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 7. CLEAN WATER REQUIREMENTS 33 D.S.C. 1251 1615 Applicability to Contracts The Clean Water requirements apply to each contract and subcontract which exceeds $100,000. Flow Down The Clean Water requirements flow down to FTA recipients and subrecipients at every tier. Clean Water - (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 D.S.C. 1251 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 FT A and the appropriate EP A 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 FT A. 10. LOBBYING 31 D.S.C. 1352 49 CFR Part 19 49 CFR Part 20 Applicability to Contracts The Lobbying requirements apply to Construction/Architectural and Engineering/Acquisition of Rolling StocklProfessional Service Contract/Operational Service Contract/Turnkey contracts. Flow Down The Lobbying requirements mandate the maximum flow down, pursuant to Byrd Anti-Lobbying Amendment, 31 D.S.C. S 1352(b)(5) and 49 C.F.R. Part 19, Appendix A, Section 7. Mandatory C/ause/Lan2ua2e - Clause and specific language therein are mandated by 49 CFR Part 19, Appendix A. Modifications have been made to the Clause pursuant to Section 10 of the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. S 1601, et seq. ] - Lobbying Certification and Disclosure of Lobbying Activities for third party contractors are mandated by 31 U.S.C. 1352(b)(5), as amended by Section 10 of the Lobbying Disclosure Act of 1995, and DOT implementing regulation, "New Restrictions on Lobbying," at 49 CFR S 20.110(d) - Language in Lobbying Certification is mandated by 49 CFR Part 19, Appendix A, Section 7, which provides that contractors file the certification required by 49 CFR Part 20, Appendix A. Modifications have been made to the Lobbying Certification pursuant to Section 10 of the Lobbying Disclosure Act of 1995. - Use of "Disclosure of Lobbying Activities," Standard Form-LLL set forth in Appendix B of 49 CFR Part 20, as amended by "Government wide Guidance For New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96) is mandated by 49 CFR Part 20, Appendix A. Byrd Anti-Lobbying Amendment, 31 D.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 D.S.C. ~ 1601, et seq.] - Contractors who apply or bid for an 8 award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Reslt~n~n5 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 D.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 D.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. APPENDIX A, 49 CFR PART 20--CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements (To be submitted with each bid or offer exceeding $/00,000) The undersigned and belief, that: (I) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. [Contractor] certifies, to the best of his or her knowledge (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Governmeut wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (p.L. 104-65, to be codified at 2 D.S.C. 1601, et seq.)] (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, D.S.C. ~ 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. [Note: Pursuant to 31 D.S.C. ~ 1352(c)(I)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.] The Contractor, , certifies or atrlflDs the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 V.S.C. A 3801, et seq., appiy to this certification and disclosure, ifany. Signature of Contractor's Authorized Official Name and Title of Contractor's Authorized Official Date 9 1615 11. ACCESS TO RECORDS AND REPORTS 49 V.S.C. 5325 18 CFR 18.36 (i) 49 CFR 633.17 Applicability to Contracts Reference Chart "Requirements for Access to Records and Reports by Type of Contracts" Flow Down FT A does not require the inclusion of these requirements in subcontracts. Access to Records - The following access to records requirements apply to this Contract: I. Where the Purchaser is not a State but a local government and is the FT A Recipient or a sub grantee 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 Vnited 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 V.S.C. 5302(a)l, 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 V.S.C. 5302(a)l, which is receiving federal financial assistance through the programs described at 49 V.S.C. 5307, 5309 or 5311. By delinition, 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 sub grantee 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 Vnited 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. Where any Purchaser which is the FTA Recipient or a sub grantee of the FTA Recipient in accordance with 49 V.S.C. 5325(a) enters into a contract for a capital project or improvement (defined at 49 V.S.C. 5302(a)l) 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 10 1615 General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR l8.39(i)(II). 7. FTA does not require the inclusion of these requirements in subcontracts. Requirements for Access to Records and Reports by Types of Contract Contract Operational Turnkey Construction Architectural Acquisition of Professional Characteristics Service Engineering Rolling Stock Services Contract I State Grantees None None None None a. Contracts None Those imposed below SAT on state pass ($100,000) thru to Yes, if nou- None unless None Wlless None unless Contractor competitive non- non- non- award or if competitive competitive competitive funded thru' award award award b. Contracts None unlessl 5307/5309)53 above nOD- II $IOO,OOO/Capital competitive Projects award II Non State Grantees Those imposed Yes3 on non-state Yes Yes Yes Yes a. Contracts Grantee pass below SAT Yes3 thru to Yes Yes Yes Yes ($100,000) Contractor b. Contracts above $100,000/Capital Projects Sources of Authority: 149 USC 5325 (a) 249 CFR 633.17 318 CFR 18.36 (i) II 12. FEDERAL CHANGES 1615 49 CFR Part 18 Auulicabilitv to Contracts The Federal Changes requirement applies to all contracts. .. Flow Down The Federal Changes requirement flows down appropriately to each applicable changed requirement. Federal Changes - Contractor shall at all times comply with all applicable FT A regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Agreement (Form FTA MA (7) dated October, 2000) 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 Auulicabilitv to Contracts For those construction or facility improvement contracts or subcontracts exceeding $100,000, FTA may accept the bonding policy and requirements of the recipient, provided that they meet the minimum requirements for construction contracts as follows: a. A bid guarantee from each bidder equivalent to five (5) percent of the bid price. The "bid guarantees" shall consist of a firm commitment such as a bid bond, certifies check, or other negotiable instrument accompanying a bid as assurance that the bidder will, upon acceptance of his bid, execute such contractual documents as may be required within the time specified. b. A performance bond on the part to the Contractor for 100 percent of the contract price. A "performance bond" is one executed in connection with a contract to secure fulfillment of all the contractor's obligations under such contract. c. A payment bond on the part of the contractor for 100 percent of the contract price. A "payment bond" is one executed in connection with a contract to assure payment, as required by law, of all persons supplying labor and material in the execution of the work provided for in the contract. Payment bond amounts required from Contractors are as follows: (I) 50% of the contract price if the contract price is not more than $1 million; (2) 40% of the contract price if the contract price is more than $1 million but not more than $5 million; or (3) $2.5 million ifthe contract price is more than $5 million. d. A cash deposit, certified check or other negotiable instrument may be accepted by a grantee in lieu of performance and payment bonds, provided the grantee has established a procedure to assure that the interest of FT A is adequately protected. An irrevocable letter of credit would also satisfy the requirement for a bond. Flow Down Bonding requirements flow down to the first tier contractors. Bid Bond Requirements (Construction) (a) Bid Security 12 1685 A Bid Bond must be issued by a fully qualified surety company acceptable to Collier County and listed as a company currently authorized under 31 CFR, Part 223 as possessing a Certificate of Authority as described thereunder. (b) Rights Reserved In submitting this Bid, it is understood and agreed by bidder that the right is reserved by Collier County 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 Collier Coounty. 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 Collier County, 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 Collier County'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 Collier County as provided in [Item x "Bid Security" of the Instructions to Bidders]) shall prove inadequate to fully recompense Collier County for the damages occasioned by default, then the undersigned bidder agrees to indemnify Collier County and pay over to Collier County the difference between the bid security and Collier County's total damages, so as to make Collier County 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) The Contractor shall be required to obtain performance and payment bonds as follows: (a) Performance bonds 1. The penal amount of performance bonds shall be 100 percent of the original contract price, unless Collier County determines that a lesser amount would be adequate for the protection of the Collier County. 2. Collier County may require additional performance bond protection when a contract price is increased. The increase in protection shall generally equal 100 percent of the increase in contract price. Collier County may secure additional protection by directing the Contractor to increase the penal amount of the existing bond or to obtain an additional bond. (b) Payment bonds 1. The penal amount of the payment bonds shall equal: (i) Fifty percent of the contract price if the contract price is not more than $1 million. (ii) Forty percent of the contract price if the contract price is more than $1 million but not more than $5 million; or (iii) Two and one half million if the contract price is more than $5 million. 13 . 2. If the original contract price is $5 million or less, Collier County may require additional proteJi~' 5 required by subparagraph 1 if the contract price is increased. Performance and Payment Bonding Requirements (Non-Construction) The Contractor may be required to obtain performance and payment bonds when necessary to protect Collier County's interest. (a) The following situations may warrant a performance bond: 1. Collier County property or funds are to be provided to the contractor for use in performing the contract or as partial compensation (as in retention of salvaged material). 2. A contractor sells assets to or merges with another concern, and Collier County, after recognizing the latter concern as the successor in interest, desires assurance that it is financially capable. 3. Substantial progress payments are made before delivery of end items starts. 4. Contracts are for dismantling, demolition, or removal of improvements. (b) When it is determined that a performance bond is required, the Contractor shall be required to obtain performance bonds as follows: 1. The penal amount of performance bonds shall be 100 percent of the original contract price, unless Collier County determines that a lesser amount would be adequate for the protection of Collier County. 2. Collier County may require additional performance bond protection when a contract price is increased. The increase in protection shall generally equal 100 percent of the increase in contract price. Collier County may secure additional protection by directing the Contractor to increase the penal amount of the existing bond or to obtain an additional bond. (c) A payment bond is required only when a performance bond is required, and if the use of payment bond is in Collier County's interest. (d) When it is determined that a payment bond is required, the Contractor shall be required to obtain payment bonds as follows: I. The penal amount of payment bonds shall equal: (i) Fifty percent of the contract price if the contract price is not more than $1 million; (ii) Forty percent of the contract price if the contract price is more than $1 million but not more than $5 million; or (iii) Two and one half million if the contract price is increased. 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. Collier County shall determine the amount of the advance payment bond necessary to protect Collier County. Patent Infringement Bonding Requirements (Patent Indemnity) 14 1685 1 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. Collier County shall determine the amount of the patent indemnity to protect the Collier County. Warranty of the Work and Maintenance Bonds I. The Contractor warrants to Collier County, 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 Collier County, 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 Collier County 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 Collier County and shall replace or repair any defective materials or equipment or faulty workmanship during the period of the guarantee at no cost to Collier County. 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 Collier County 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 (I) 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 42 V.S.C. 7401 et seq 40 CFR 15.61 49 CFR Part 18 Applicabilitv to Contracts The Clean Air requirements apply to all contracts exceeding $100,000, including indefinite quantities where the amount is expected to exceed $100,000 in any year. Flow Down The Clean Air requirements flow down to all subcontracts which exceed $100,000. Clean Air - (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. SS 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 FT A and the appropriate EP A 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 FT A. 15 1685 15. RECYCLED PRODUCTS 42 V.S.c. 6962 40 CFR Part 247 Executive Order 12873 Applicability to Contracts The Recycled Products requirements apply to all contracts for items designated by the EPA, when the purchaser or contractor procures $10,000 or more of one of these items during the fiscal year, or has procured $10,000 or more of such items in the previous fiscal year, using Federal funds. New requirements for "recovered materials" will become effective May 1, 1996. These new regulations apply to all procurement actions involving items designated by the EP A, where the procuring agency 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. Flow Down These requirements flow down to all to all contractor and subcontractor tiers. 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 V.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 ACT 40 USC ~ 167; 276a -276a-5 (1998) 29 CFR ~ 5 (1999) Applicability to Contract Construction contracts over $2,000.00 Flow Down Applies to third party contractors and subcontractors (1) Minimum wages - (i) All laborers and mechanics employed or working upon the site of the work (or under the Vnited 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 (l)(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 16 , fringe benefits on the wage determination for the classification of work actually performed.,;Jt regard to skill, except as provided in 29 CFR Part 5.5(a)(4). Laborers or mechanics performin( more than one classification may be compensated at the rate specified for each classification for the ti e 5 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 and the Davis-Bacon poster (WH-132I) 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 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)(I)(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. \7 1685 (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 therefor 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. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(l)(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 Transit 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, Collier 18 1685 County Transit 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 l(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 Transit 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 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 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 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. 19 1615 (D) The falsification of any of the above certifications may subject the contractor or subcontrllctor to civil or criminal prosecution under section 100 I 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 20 " applicable wage determination. Trainees shall be paid fringe benefits in accordance with the pr!i~~? 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 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 opportunitv - 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 I, 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. IDOl. 21 1685 17. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT 40 U.S.c. ~~ 327 -333 (1999) 29 C.F.R. ~ 5 (1999) 29 C.F.R. ~ 1926 (1998) Applicability to Contracts Section 102 of the Act, which deals with overtime requirements, applies to: - all construction contracts in excess of $2,000 and; - all turnkey, rolling stock and operational contracts (excluding contracts for transportation services) in excess of $2,500. (The dollar threshold for this requirement is contained in the current regulation 29 C.F.R. S 5.5(a).) Section 107 of the Act which deals with OSHA requirements applies to construction contracts in excess of $2,000 only. The requirements of this section do not apply to contracts or subcontracts for the purchase of supplies or materials or articles normally available on the open market. Flow Down Applies to third party contractors and subcontractors. Model ClauseslLaneuaee Pursuant to Section 102 (Overtime): ( These clauses are specifically mandated under DOL regulation 29 C.F.R. S 5.5 and when preparing a construction contract in excess of $2,000 these clauses should be used in conjunction with the Davis- Bacon Act clauses as discussed previously. For non construction contracts, this is the only section required along with the payroll section.) (I) 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 (I) 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. 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 (I) 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 (I) ofthis section. (3) Withholding for unpaid wages and liquidated damages - The (write in the name of the grantee or recipient) shall upon its own action or upon written request of an authorized representative of the 22 16B5 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 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 this section. (Section 102 nonconstruction contracts should also have the following provision:) (5) 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 I (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)(I)(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. Sectiou 107 (OSHA): (This section is applicable to construction contracts only) Contract Work Hours and Safety Standards Act - (i) The Contractor agrees to comply with section 107 of the Contract Work Hours and Safety Standards Act, 40 V.S.C. section 333, and applicable DOL regulations, " Safety and Health Regulations for Construction" 29 C.F.R. Part 1926. Among other things, the Contractor agrees that it will not require any laborer or mechanic to work in unsanitary, hazardous, or dangerous surroundings or working conditions. (ii)Subcontracts - The Contractor also agrees to include the requirements of this section in each subcontract. The term "subcontract" under this section is considered to refer to a person who agrees to perform any part of the labor or material requirements of a contract for construction, alteration or repair. A person who undertakes to perform a portion of a contract involving the furnishing of supplies or materials will be considered a "subcontractor" under this section if the work in question involves the performance of construction work and is to be performed: (1) directly on or near the construction site, or (2) by the employer for the specific project on a customized basis. Thus, a supplier of materials which will 23 16115 become an integral part of the construction is a "subcontractor" if the supplier fabricates or assembles the goods or materials in question specifically for the construction project and the work involved may be said to be construction activity. If the goods or materials in question are ordinarily sold to other customers from regular inventory, the supplier is not a "subcontractor." The requirements of this section do not apply to contracts or subcontracts for the purchase of supplies or materials or articles normally available on the open market. 18. COPELAND ANTI-KICKBACK ACT 40 V.S.C. ~ 276c (1999) 29 C.F.R. ~ 3 (1999) 29 C.F.R. ~ 5 (1999) Annlicabilitv to Contracts All construction contracts in excess of $2,000. Flow Down Applicable to all third party contractors and subcontractors. 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. Since there are no specific statutory or regulatory requirements for additional mandatory language, no additional clauses are necessary for this provision. 19. NO GOVERNMENT OBLIGATION TO THIRD PARTIES Annlicabilitv to Contracts Applicable to all contracts. Flow Down Not required by statute or regulation for either primary contractors or subcontractors, this concept should flow down to all levels to clarify, to all parties to the contract, that the Federal Government does not have contractual liability to third parties, absent specific written consent. No Obligation by the Federal Government. (l) 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 FT A. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 24 . 16D5 20. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS 31 U.S.c. 3801 et seq. 49 CFR Part 3118 U.S.C. 1001 49 U.S.c. 5307 Applicability to Contracts These requirements are applicable to all contracts. Flow Down These requirements flow down to contractors and subcontractors who make, present, or submit covered claims and statements. Program Fraud and False or Fraudulent Statements or Related Acts. (I) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. S S 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 FT A 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. S 5307, the Government reserves the right to impose the penalties of 18 U.S.C. S 1001 and 49 U.S.C. S 5307(n)(I) on the Contractor, to the extent the Federal Government deems appropriate. (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FT A. 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 49 U.S.c.Part 18 FT A Circular 4220.1D Applicability to Contracts All contracts (with the exception of contracts with nonprofit organizations and institutions of higher education,) in excess of $10,000 shall contain suitable provisions for termination by the grantee including the manner by which it will be effected and the basis for settlement. (For contracts with nonprofit organizations and institutions of higher education the threshold is $100,000.) In addition, such contracts shall describe conditions under which the contract may be terminated for default as well as conditions where the contract may be terminated because of circumstances beyond the control of the contractor. 25 16'5 Flow Down The termination requirements flow down to all contracts in excess of $10,000, with the exception of contracts with nonprofit organizations and institutions of higher learning. a. Termination for Convenience (General Provision) Collier County 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 Collier County to be paid the Contractor. If the Contractor has any property in its possession belonging to Collier County, the Contractor will account for the same, and dispose of it in the manner Collier County 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) Collier County in its sole discretion may, in the case of a termination for breach or default, allow the Contractor an appropriate period oftime, not less than ten (10) calendar days 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 Collier County's satisfaction the breach or default or any of the terms, covenants, or conditions of this Contract within ten (10) days after receipt by Contractor or written notice from Collier County setting forth the nature of said breach or default, Collier County 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 Collier County from also pursuing all available remedies against the Contractor and its sureties for said breach or default. d. Waiver of Remedies for any Breach In the event that Collier County elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by Collier County shall not limit Collier County'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) Collier County, 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, Collier County may terminate this contract for default. Collier County shall terminate by delivering to the Contractor a Notice of Termination specifying the 26 J68 c: , -I 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. 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 Collier County. g. Termination for Default (Transportation Services) Ifthe 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, Collier County may terminate this contract for default. Collier County 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 Collier County goods, the Contractor shall, upon direction of Collier County, protect and preserve the goods until surrendered to the Collier County or its agent. The Contractor and Collier County 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 Collier County. 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, Collier County may terminate this contract for default. Collier County shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event, Collier County may take over the work and complete 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 Collier County 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 Collier County 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 Collier County, acts of another Contractor in the performance of a contract with the Collier County, epidemics, quarantine restrictions, strikes, freight embargoes; and 2. the contractor, within ten (10) days from the beginning of any delay, notifies the Collier County in writing of the causes of delay. If in the judgment of Collier County, the delay is excusable, the time for completing the work shall be extended. The judgment of Collier County 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) Collier County may terminate this contract in whole or in part, for Collier County's convenience or because of the failure of the 27 ,: 16r5. Contractor to fulfill the contract obligations. The Collier County 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 (I) 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. If the termination is for the convenience of Collier County, 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, Collier County may complete the work by contract 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 ofthe Recipient. j. Termination for Convenience of Default (Cost-Type Contracts) Collier County 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 Collier County 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 Collier County, or property supplied to the Contractor by Collier County. If the termination is for default, Collier County 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 Collier County and the parties shall negotiate the termination settlement to be paid the Contractor. Ifthe termination is for the convenience of Collier County, 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, Collier County 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, Collier County, 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) 49 CFR Part 29 Executive Order 12549 Applicability to Contracts Executive Order 12549, as implemented by 49 CFR Part 29, prohibits FTA recipients and sub-recipients from contracting for goods and services from organizations that have been suspended or debarred from receiving Federally-assisted contracts. As part of their applications each year, recipients are required to submit a certification to the effect that they will not enter into contracts over $100,000 with suspended or debarred contractors and that they will require their contractors (and their subcontractors) to make the same certification to them. Flow Down 28 1615 Contractors are required to pass this requirement on to subcontractors seeking subcontracts over $100,000. Thus, the terms "lower tier covered participant" and "lower tier covered transaction" include both contractors and subcontractors and contracts and subcontracts over $100,000. Instructions for Certification 1. By signing and submitting this bid or proposal, the prospective lower tier participant is providing the signed certification set out below. 2. The certification in this clause is a material representation offact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, Collier COWlty may pursue available remedies, including suspension and/or debarment. 3. The prospective lower tier participant shall provide immediate written notice to Collier COWlty if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," :"participant," "persons," "lower tier covered transaction," "principal," "proposal," and "volWltarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549 [49 CFR Part 29]. You may contact Collier COWlty for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or volWltarily excluded from participation in this covered transaction, Wlless authorized in writing by Collier COWlty. 6. The prospective lower tier participant further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debannent, Suspension, Ineligibility and VolWltary Exclusion - Lower Tier Covered Transaction", without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Nonprocurement List issued by U.S. General Service Administration. 8. Nothing contained in the foregoing shall be construed to require establishment of system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under Paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to all remedies available to the Federal Government, Collier County may pursue available remedies including suspension and/or debarment. 29 1'6'5 "Certification Rel!:ardinl!: Debarment. Suspension. Inelil!:ibility and Voluntary Exclusion - Lower Tier Covered Transaction" (1) The prospective lower tier participant certifies, by submission of this bid or proposal, that neither it nor its "principals" [as defined at 49 C.F.R. S 29.105(p)] is presently debarred, suspended, proposed for debannent, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (2) When the prospective lower tier participant is unable to certify to the statements in this certification, such prospective participant shall attach an explanation to this proposal. 23. PRIVACY ACT 5 V.S.C. 552 Applicability to Contracts When a grantee maintains files on drug and alcohol enforcement activities for FTA, and those files are organized so that information could be retrieved by personal identifier, the Privacy Act requirements apply to all contracts. Flow Down The Federal Privacy Act requirements flow down to each third party contractor and their contracts at every tier. 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 V.S.C. S 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. (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 FT A. 24. CIVIL RIGHTS REQUIREMENTS 29 V.S.c. ~ 623, 42 V.S.C. ~ 2000 42 V.S.c. ~ 6102, 42 V.S.C. ~ 12112 42 V,S'c. ~ 12132,49 V.S.C. ~ 5332 29 CFR Part 1630, 41 CFR Parts 60 et seq. Applicability to Contracts The Civil Rights Requirements apply to all contracts. 30 1685 Flow Down The Civil Rights requirements flow down to all third party contractors and their contracts at every tier. 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. S 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. S 6102, section 202 of the Americans with Disabilities Act of 1990, 42 US.C. S 12132, and Federal transit law at 49 U.S.C. S 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 FT A 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. S 2000e, and Federal transit laws at 49 U.S.C. S 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. S 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 payor 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. S S 623 and Federal transit law at 49 U.S.C. S 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. S 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 FT A 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 FT A, modified only if necessary to identify the affected parties. 31 1685 25. BREACHES AND DISPUTE RESOLUTION 49 CFR Part 18 FTA Circular 4220.1D Applicabilitv to Contracts All contracts in excess of $ 100,000 shall contain prOVISIOns or conditions which will allow for administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as may be appropriate. This may include provisions for bonding, penalties for late or inadequate performance, retained earnings, liquidated damages or other appropriate measures. Flow Down The Breaches and Dispute Resolutions requirements flow down to all tiers. 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 Collier County. 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 Collier County Project Manager. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the Collier County Project Manager shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute - Unless otherwise directed by Collier County, the 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 Collier County 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 of Florida, in which Collier County 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 Collier County 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. 32 16851 26. PATENT AND RIGHTS IN DATA 37 CFR Part 401 49 CFR Parts 18 and 19 ADDlicabilitv to Contracts Patent and rights in data requirements for federally assisted projects ONLY apply to research projects in which FT A finances the purpose of the grant is to finance the development of a product or information. These patent and data rights requirements do not apply to capital projects or operating projects, even though a small portion of the sales price may cover the cost of product development or writing the user's manual. Flow Down The Patent and Rights in Data requirements apply to all contractors and their contracts at every tier. CONTRACTS INVOLVING EXPERIMENTAL, DEVELOPMENTAL, OR RESEARCH WORK. A. Rights in Data - This following requirements apply 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. 9 18.34 and 49 C.F.R. 9 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)l 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. I. Any subject data developed under that contract, whether or not a copyright has been obtained; and 33 1685 , 2. Any rights of copyright purchased by the Purchaser or Contractor using Federal assistance in whole or in part provided by FT A. (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 FT A 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 FT A to make available to the public, either FT A'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 FT A 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 FT A 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 FT A. (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 FT A, 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. 34 16)5 B. Patent Rights - This 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 to take actions necessary to provide immediate notice and a detailed report to the party at a higher tier until FT A 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 FT A, 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 FT A. 27. TRANSIT EMPLOYEE PROTECTIVE AGREEMENTS 49 V.S.C. ~ 5310, ~ 5311, and ~ 5333 29 CFR Part 215 Applicability to Contracts The Transit Employee Protective Provisions apply to each contract for transit operations performed by employees of a Contractor recognized by FT A to be a transit operator. (Because transit operations involve many activities apart from directly driving or operating transit vehicles, FT A determines which activities constitute transit "operations" for purposes of this clause.) Flow Down These provisions are applicable to all contracts and subcontracts at every tier. (a) General Transit Emplovee 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 FT A applicable to the FT A 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 assistancc provided by FT A either for projects for elderly individuals and individuals with disabilities authorized by 49 U.S.C. S 5310(a)(2), or for projects for nonurbanized areas authorized by 49 U.S.C. S 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. & 53l0(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 V.S.C. S 5310(a)(2), and if the U.S. Secretary of Transportation has determined or determines in the future that the employee 35 loBs protective requirements of 49 U.S.C. 9 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. 9 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 FT A, 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 Emplovee Protective Requirements for Proiects Authorized bv 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. 9 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. 28. DISADVANTAGED BUSINESS ENTERPRISE (DBE) 49 CFR Part 26 The requirements of this section apply only when specified here or as prescribed within any other terms of the applicable contract documents. 29. STATE AND LOCAL LAW DISCLAIMER Applicability to Contracts This disclaimer applies to all contracts. Flow Down The Disclaimer has unlimited flow down. State and Local Law Disclaimer - The use of many of the suggested clauses are not governed by Federal law, but are significantly affected by State law. 30. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS FT A Circular 4220.1D Applicability to Contracts The incorporation of FT A terms applies to all contracts. Flow Down The incorporation of FT A terms has unlimited flow down. Incorporation of Federal Transit Administration (FT A) 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 FT A Circular 36 1685 4220.1D, dated April 15, 1996, 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 Collier County requests which would cause Collier County Transit to be in violation of the FT A terms and conditions. 31. DRUG AND ALCOHOL TESTING 49 U.S.c. ~5331 49 CFR Parts 653 and 654 Applicability to Contracts The Drug and Alcohol testing provisions apply to Operational Service Contracts. Flow Down Requirements Anyone who performs a safety-sensitive function for the recipient or subrecipient is required to comply with 49 CFR 653 and 654, with certain exceptions for contracts involving maintenance services. Maintenance contractors for non-urbanized area formula program grantees are not subject to the rules. Also, the rules do not apply to maintenance subcontractors. Introduction FTA's drug and alcohol rules, 49 CFR 653 and 654, respectively, are unique among the regulations issued by FT A. 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 Parts 653 and 654. Second, the rules condition the receipt of certain kinds ofFTA 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. How a recipient does so depends on several factors, including whether the contractor is covered independently by the drug and alcohol rules of another Department of Transportation operating administration, the nature of the relationship that the recipient has with the contractor, and the financial resources available to the recipient to oversee the contractor's drug and alcohol testing program. In short, there are a variety of ways a recipient can ensure that its subrecipients and contractors comply 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 Parts 653 and 654, produce any docwnentation necessary to establish its compliance with Parts 653 and 654, and permit any authorized representative of the United States Department of Transportation or its operating administrations, the State Oversight Agency of Florida, or the Collier Area Transit, to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Parts 653 and 654 and review the testing process. The contractor agrees further to certify annually its compliance with Parts 653 and 654 before Mav 1 st and to submit annually the Management Information System (MIS) reports before May I st to: Collier MPO Director Collier Area Transit 2885 South Horseshoe Drive Naples, FL 34104 37 261s 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. The Contractor agrees further to (a) submit before.l1 davs prior to service start UP a copy ofthe Policy Statement developed to implement its drug and alcohol testing program. In addition, the contractor agrees to: the possible selection of the certified laboratory, substance abuse professional, or Medical Review Officer, or the use of a consortium. 00).. 38 EXHIBIT B CONSULTANT AFFIDAVIT 1685 .. 39 16J5 CONSULTANT AfFIDAVIT STATE) or'. Florida COUNTY OF Hi1l.sborough Befon: me, the undersigned iluthority, personally nppC8l'cJ (Date) who was sworn and says: 5/19/09 I He Is Cntle)-Chi pi' nF=.at~-o-UUlffFirml Tindale-Oliver & A\l,,!i1?61'kiJ,~!'1t'I} ;J;hlCS"te) Florida Tampa, 2. The named firm is SUbrlJittil'f: thl: attached propo,qnJ for: OcsCriptiOll: Genera Planning Consultant Fiuancial Project 1.D.(8) Lee FAr, ND(S)__ in County(ies), Florida. 3. The IlJtiant has made diligent inquiry and answers this urf1cluvit bused \lpOn his own lmowledge. 4. Only anlJ proposal Illl" the ah\}vc~referenced project will be submitted, under the same or different !tame, und the proposer has nn I1IHl\1ciul intercst ill the firm or another lxoJloser for the same work. 5. Ncilllcr Ule llflinnl Or the finn hllS directly or indirectly entered in any agreement, pA.l'tieipnted ill any collusion, or othel\>iise taken allY uction in restraint of free competitive pricing ill connection with th~ finn's proposal Oil the above pro.icct~ This slatcnltmt shnll r~stJ'ict the disCll:;sioll of pricing dala unlillhe completion of the e.""ecution of the Consultant Agreement for this proj~ct. 6. Neither the finn nor its offiliMcs, nOl' nllY one associated with them is presently debarred, sllspcncled or otherwise ineligible from pnrlicipHting in contract Icttings by allY state agency ill allY state or the F.H,W,A. 7, Ncitht'.r the linn, nor any oFftcer, director, employee of the firm or UlIY of it!; affiliflte!; hns been criminally or civilly charged with nnlilrllsl violations, or had conviction.'! or judgll1enl.~1 rcsulting from such charges. There have beell no charges elf subsequent CClIlVicliollS or !lilY criminnl act undor ~ti\te (lr led end law which involved fraud, bribery, conspiracy, public coml'llet, except for llHlltcrs previously disclo:led h) the Department ;'Iud filed in CISC No. (s) with the Clerk of Agency Proceedings, (lfinupplicElhlc, clllcr N/A). 8. '11lis nft1davit includes discJo~urc of employees who were charged or cOllvicted of COl1tract crimes whlte in the III ~. Affiant IUFtt I,},","" (\' Swom to and subscrihed belhr. me IhI., 1 <I,y uJ" r ' ~'<Y 20!ll. ",', ~'"'. ;. too...u..n...........,..""....,.............. ~.1Jf, nf)1 ,1 n; i .",,,,,,.,IJt.c:..,,;U LUCIO i !),' .\L!L: J) r V "h,ry : if'~~~r.Y"~..,;~ Comm# D0()67G031 ! MJ' :olT1l1lission Expires: 1// ';!)~ . r i ~~, . ~I &jl!nto11/13121l10 i tlQTICE I " ".)O}") . ."" rei . AlI~(Wi~~oir f,~~~~,...tntillg Pl'opo;;crs will preclude their recognition a.~ proposers on such juh lInd slIbjects lhem to pell:llties und restraints tinder ElPplicablc State and Pcdernl LllW, PROPOSEHS ON I\LL DEPARTMENT PROJECTS i'vfUST SIGN AND ATTACH TmS AI'FIDi\ VIT TO EACH PROPOSAL Exhibit 8 . 2 1685 EXHIBIT C OBE PARTICIPATION STATEMENT 40 1615 STATE OF ~LORIDA DEPARTMENT OF TRANSPORTATION DBE PARTICIPATION STATEMENT J75.a~O-21 PROCUREf..IENT 10m Note: The Consultant is required to complete the following information and submit this form with the technical proposal. General Planning Consultant Project Description: Consultant Name: Tindale-Oliver & Associates, Inc. This consultant ( ) is r) is not a Department of Transportation certified Disadvantaged Business Enterprise (DB E), Expected percentage of contract fees to be subcontracted to DBE(s):...!..... % If the intention is to subcontract a portion of the contract fees to DBE(s), the proposed DBE sub-consultants are as fotlows: DBE Sub.Consultant Type of Work/Commodity Publiciinvolvement~iDublic meetings, ' commun cat10n activ t1es. Public involvement, mar et researc , and media strategy. Cella Molnar & Associates, Inc. Quest Corporation of America ---.-. -- L By: Title: Date: It::~~ 5/19/09 , William L. Ball, AICP Exhibit C - 2 1685 EXHIBIT D CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION FOR FEDERAL AID CONTRACTS 41 1615 SlAm OF FLORIDA DEPARTMENT OF TRANSPORTATION CERTIFICA TION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION FOR FEDERAL AID CONTRACTS (Compliance with 49CFR, Section 29.510) (Appendix B Certification] 375.030..32 PROCUREMENT 10101 It is certified that neither the below Identified flnn nor Its principals are presently suspended. proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency, Name of Consultant: f / II By W~~~ Authorized Signature Title: William L. Ball, AICP Date: 5/19/09 Instructions for Certification 1. By signing and submitting this certification with Ihe proposal. the prospective lower tier panicipanl is providing the certification set Qut below, 2, The certificahon In thIs clause Is a material representation of fact upon whIch reliance was placed when this transaction was entered inlo. If !lIs later determIned that the prospel:flve lower Usr participant knowingly rendered an ~rroneoUs certlficatlon, in addition to other remedies available to the Federal GovernrnerH, Ille Departmenl may pursue avaHable remedies, InclUding suspension and/or debarment 3. The prospective lower Uer participant shall provide immediate written nollce 10 the person to which lhls proposal Is submllled. If al any lime lhe prospective lower lier partlclpanllearns that Us certification was erroneous when submitted or has become erroneous by reason or changed circumstances. 4, The lerms 'covered transaction" 'debarred', 'suspended', 'Ineligible', 'lower lIer covered transacllon'.'particlpant" 'person', primary covered transacUon', 'principal', 'proposal', and 'voluntarlly exclUded" as used In thIs clause, have the meanings set out in the Definitions and Coverage sections of the rules Implementing Execullve Order 12549. You may contact lhe person to which this proposal Is being submitled for assistance In obtaining a copy of those regulatlons, 5. The prospective lower tlElr participant agrees by submilUng this proposellhat, should the proposed covered transaction be entered into, It shall not knowingly enter into any lower Uer covered transaction with a person who Is debarred, sllspanded, declared Ineligible, or voluntarily excludod trom participation In this covered transaction, unless aulhorlzed by Ihe Department or agency with which this transaction originated. 6. The prospective lower !Jar participant further agrees by submllUng this proposal thai Jt will Include this clause titled "Appendix B: Certification Regarding OebarnuE:nt, Suspension, Ineligibility and Voluntary Exclusion. Lower Tier Covered Transaction", without modlficallon, In all lower tier covered transactions and In all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower (ler covered transaction that Ills not debarred, suspendec/, inellglblo, or voluntnrily excluded from Ihe covered transaclion, unless It knows that the certification Is erroneous. A p<lrtfcipant may deCide Ille melhod and frequency by which it determines Ihe eligibJllly of its principals. Each parllclpant may, but is nOI requIred 10, cheCK the Nonprocurement Lis!. , 8. Nolhlng contained in Ihe foregoing shall be conslruecJ to require establishment of a system of records in order to render in good faith Il1e certification required by thJs clause. The knOWledge and Information of a participant are not required to exceed [hal which is normally possessed by a prudent person in the ordinary course of business dealJngs. 9. Except for transactions authorized under paragraph 5 of lhese Instructions, if a partlc[pant in a covered transaction knowingly enlers Into a lower tier covered transacUon With a person who Is susponded, oebarred, ineligible. or vohmtarl1y excluded from . participation In this transaction, In addition to other remedies available to the Federal Government, the Department may purStle aVni!able remedies, Including s'.lspens!on and/of deb<lrmenl. Exhibit D. 2 16'5 EXHIBIT E CERTIFICATION FOR DISCLOSURE OF LOBBYING ACTIVITIES ON FEDERAL AID CONTRACTS 42 STATE OF FLORIOA DEPA.RTMENT OF TRANSPORTATION CERT[FICATION FOR DISCLOSURE OF LOBBYING ACTIVIT[ES ON FEDERAL-AID CONTRACTS (Compliance with 49CFR, Section 20.100 (b)) 37S.o3().33 PROCUREMF.m 10101 The prospective participant certifies, by signing this certification, that to the best of his or her knowledge and belief: (1) No federal appropriated funds have been paid or wil[ be paid, by or on behalf of the undersigned, to any person for Influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contracl, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. (2) if any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form~LLL, "Disclosure of Lobbying ActJvities''t in accordance with its instructions. (Standard Form-LLL can be obtained from the Flor[da Department of Transportation's Professional Services Administrator or Procurement Office.) This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering Into this transaction imposed by Section '1352, Title 31, U,S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipienis shall certify and disclose accordingly. Name of Consultanl: Tindale-Oliver & Associates, Inc. By: William L. Ball, AICP Date: 5/19/09 ~.hA/W-~~ Authorized Signature: Title: Chief Operating Officer Exhibit E - 2 1685 . EXHIBIT F BID OPPORTUNITY LIST FOR PROFESSIONAL CONSULTANT SERVICES AND COMMODITIES AND CONTRACTURAL SERVICES 43 1685 , 1615 S'f ATE OF FLQRlDA OEPARTMENT OF TRANSPORTATION BID OPPORTUNITY LIST FOR PROFESSIONAL CONSULTANT SERVICES, AND COMMODITIES & CONTRACTUAL SERVICES 37!l.QJQ.02 PROCUREMEHT 04/07 Prime Contraclor/Prime Consultant: Tinda1e-Oliver & Associates, Inc. Address/Phone Number: ...lililO N ARhl ey Dr;"". S1I1 te ] 00 Tampa. FL 33602 (813) 224-8862 Procurement Number/Advertisement Number: General Planning Consultant Lee County MPO 49 CFR Part 26,11 The list is intended to be a listing of all firms that are participating, or attempting to participate, on DOT-assisted contracts. The list must include all firms that bid 011 prime contracts, or bid or quote subcontracts and supplies materials on DOT-assisted projects, including both DBEs and non-DBEs. For consulting companies this list must include all subconsultants contacting you and expressing an interest In teaming with you on a specific DOT~assjsted project. Prime contractors and consultants must provide information for Numbers 1, 2, 3 and 4, and should provide any information they have available on Numbers 5, 6, 7, and 8 for themselves, and their subcontractors and subconsultants. 59-2929811 6. o DBE 8. Annual Gross Receipts 1. Federal Tax ID Number: 2. ~~~n~~me(if3jH224:gS6~er ~ ARRnr1eteA, Inc. IXJ Non.DBE D Less than $1 million 3. ~ Belween $1 . $5 million 4, Address: 1000 N. Ashley Drive Between $5 - $10 million Suit e 100 7. D Subcontractor D Between $10 - $15 million 'T'::lmr~, li'T, 111iO? D Subconsultant D More than $15 million 5. Year Firm Established: 1989 V~~ 1, Federal Tax ID Number: 6, ODBE 8. Annual Gross Receipts 2, Firm Name: o Non-DBE D Less than $1 million 3. PllOne: D Between $1 - $5 million 4. Address: D Between $5, $10 million 7, o Subcontractor D Between $10 - $15 million o Subconsultant D More than $15 million 5. Year Firm Establislled: 1, Federal Tax iD Number: 6, DDBE 8, Annual Gross Receipts 2. Firm Name: o Non-DBE D Less than $1 million 3. Phone: [] Between $1 . $5 million 4, Address: D Belween $5. $10 million 7, D Subcontractor D Between $10 - $15 million o Subconsultant D More than $15 million 5. Year Firm Established: 1, Federal Tax ID Number: 6, DDBE 8. Annual Gross Receipts 2. Firm Name: D Non-DBE D Less than $1 million 3, Phone: D Between $1 - $5 million 4, Address: D Between $5 - $10 million 7. o Subcontractor [] Between $10 - $15 miilion D Subconsultant [] More than $15 million 5. Year Firm Established: AS APPLICABLE, PLEASE SUBMIT THIS FORM WITH YOUR: BID SHEET (Invitation to Bid -ITB) LETTERS OF RESPONSE (LOR) PRICE PROPOSAL (Request for Proposal- RFP) REPLY (Invitation to Negotiate -ITN) Exhibit G - 2 1685- 1 SCHEDULE A Scope of Services Collier County Major Update of Ten-Year Transit Development Plan (prepared by Tindale-Oliver & Associates, Inc. - August 19, 2009) Tindale-Oliver & Associates, Inc. (TOA) is pleased to offer a scope of services for preparing a major update of the Ten-Year Transit Development Plan (TOP). This effort will result in a strategic transit plan for the community and ensure compliance with the new TDP Rule, as adopted February 20,2007. The State of Florida Public Transit Block Grant Program was enacted by the Florida Legislature to provide a stabl~ source of state funding for public transportation. The Block Grant Program requires public transit service providers to develop and adopt a ten-year TOP, per the requirements set forth in Chapter 14-73, Florida Administrative Code (FAC). Annual progress reports also must be submitted to the Florida Department of Transportation (FDOT) by September 1st of each year. A major update is required every five years and the annual progress reports are required annually between major updates. The ten-year TDP is a strategic guide for public transportation in the community over the next ten years. It represents the transit agency's vision for public transportation in its service area during this time period. Generally, the TOP process includes an assessment of overall transit-related needs in the community along with a phased implementation plan of recommended improvements for helping address those needs. Specifically, a TDP includes the following major elements: . Public involvement plan and process . Base data compilation and analysis (review of demographic and travel behavior characteristics of the service area) . Performance evaluation of existing services . Situation appraisal (transit agency strengths and weaknesses; external barriers and opportunities; estimation of community demand for transit) . Goals and objectives . Transit demand and mobility needs . Development of proposed transit enhancements (funded and unfunded) . Ten-year implementation plan . Annual farebox recovery ratio report . Ten-year financial plan (projected costs and revenues) . Other strategic issues specific to a given study area 44 1615 Consistent with the TDP preparation guidelines from FDOT, it is understood that the initial five years of the plan will be characterized by substantially greater detail than the subsequent five years. The latter part of the planning horizon is intended to be more strategic in nature. As indicated previously, new TOP requirements were formally adopted by FOOT on February 20,2007. For those familiar with the previous TOP requirements, major changes to the rule include the following: . Extends the planning horizon from five years to ten years. . Requires major updates every five years rather than every three years. . Requires a public involvement plan to be developed and approved by FOOT or consistent with the approved metropolitan planning organization (MPO) public involvement plan. . Requires that FDOT, the regional workforce development board, and the MPO be advised of all public meetings where the TOP is presented and discussed and that these entities be given the opportunity to review and comment on the TOP during the development of the mission, goals, objectives, alternatives, and ten-year implementation program. . Requires the estimation of the community's demand for transit service (1 O-year annual projections) using the planning tools provided by FDOT or a demand estimation technique approved by FDOT. This scope of services ensures that the major update of the TDP will comply with all requirements of the new TDP rule. In addition to the new TDP rule, HB 985 requires that transit agencies submit an annual farebox recovery ratio report. This scope of services ensures that the major update of the TOP will comply will all requirements of HB 985. SPECIFIC SCOPE OF SERVICES The following scope of services describes the tasks and resulting deliverables that will be necessary to complete a major update of the TOP. The scope is organized into nine major tasks, as listed below. . Task 1: Establish Review Committee & Prepare for Kickoff . Task 2: Establish Baseline Conditions . Task 3: Facilitate Public Involvement . Task 4: Update Evaluation of Existing Transit Services . Task 5: Estimate Demand & Mobility Needs 45 . Task 6: Conduct Situation Appraisal . Task 7: Develop Goals & Objectives . Task 8: Prepare Ten-Year Transit Development Plan . Task 9: Facilitate Meetings & Presentations 1615 '. Each of the nine tasks is summarized in the remainder of this scope of services. It is important to note, however, that every community has unique issues and characteristics. As a result, the TDP planning process must be flexible to adapt to issues specific to a given study area. Task 1: Establish Review Committee and Prepare for Kickoff A Review Committee will be established at the outset of the project to monitor and provide input throughout the study and to evaluate the deliverables produced by the Consultant. The composition of the Review Committee will be determined cooperatively by the transit agency and Consultant team. The Consultant will respond to all recommendations from the committee. After the committee has been established, a kick-off meeting for the project will be scheduled and conducted. In addition to the Review Committee, a distribution list will be developed to facilitate a broader distribution of draft deliverables (FDOT District One, Workforce Development Board, and others). This task also includes preparation for a kickoff meeting, including an agenda, scope overview, detailed project schedule, milestones, deliverables, Review Committee and distribution list, and other items as necessary. Responsibilities of Consultant . Establish Review Committee and distribution list for draft deliverables. . Prepare for kickoff meeting. Responsibilities of Collier County Staff . Work with Consultant to establish a Review Committee and distribution list. Task 2: Establish Baseline Conditions The Consultant will collect demographic, socio-economic, land-use, transportation, and transit data for the study area with assistance from the transit agency, the metropolitan planning organization (MPO), and other agencies as appropriate. Collier County will provide an inventory of all existing public and private transportation services operating in the study area. The inventory effort will include providers of service to the transportation disadvantaged, intercity bus operators, charters, and taxis. To the extent 46 possible, and dependent on the participation of the individual providers, the fOllowin~ i~!~n will be provided by Collier County: . Facilities: location, age, and condition . Type of Operation (previous and current) . Service area, service frequency, destinations and number of riders . Equipment: type, age and condition . Rolling stock: type, age, special accessories . Affiliated groups and programs with a role in public transit To establish the baseline conditions for transit in the study area, demographic, socio-economic, and various transportation data will be collected to provide historical background and a description of the area. The latest data from the Census of Population and Housing and the Bureau of Economics and Business Research (BEBR) of the University of Florida will be used as primary data sources. These data will be supplemented by other data available from the transit agency, MPO, counties, cities, and other sources, as available. Data to be compiled include the following: . physical description of area . population by age and income . population density . housing density . employment density . labor force . auto ownership . tourist and visitor levels . transportation disadvantaged population . land uses and densities . major trip generators . area roadway and traffic conditions, including levels of service, current or projected capacity deficiencies, and current and planned transit routes Responsibilities of Consultant . Review/update the description of the transit service area. . Review and summarize relevant plans & studies. . Inventory existing services, resources, and assets. . Review/update legislative/administrative requirements. . Collect and analyze operating data. . Compile baseline conditions. 47 Responsibilities of Collier County Staff . Coordinate with Consultant regarding collection of data and baseline conditions. . Provide a description of the transit service area. . Provide documented legislative/administrative requirements. . Provide analyses of operating data. 1615 Task 3: Facilitate Public Involvement At the direction of County staff, the Consultant will seek FDOT approval for using the MPO's adopted Public Involvement Plan as the guide for public involvement techniques to be used to support the preparation of the TDP. The Consultant will lead all public involvement activities, such as stakeholder interviews and discussion group workshops. The following sub-tasks outline the effort required for this task. Task 3.01: Obtain FDOT Approval of Public Involvement Plan - Consistent with the TDP rule, the public involvement plan shall be approved by FDOT or be consistent with the MPO's public involvement plan. A brief memo will be prepared and submitted to FDOT District One, along with the MPO's adopted PIP. The memo will identify the public involvement techniques within the PIP that will be applied in the transit development planning process. Throughout the plan development process, coordination will occur with FDOT District One, the Collier County MPO, the regional workforce board, and other stakeholders identified in cooperation with County staff. In particular, coordination will occur as it relates to public involvement opportunities and review of the draft TDP. Review and input will include the mission, goals, and objectives; transit alternatives; and the ten-year implementation program. The public involvement plan will include numerous public involvement techniques, as described in the remainder of this task description. Task 3.02: Conduct Stakeholder Interviews - Through a series of ten stakeholder interviews, the Consultant will assess the attitudes of key local officials and community leaders regarding current transit service. The interviews will seek to assess political leaders' views on transit's current and future role in the community, transit finance and governance, and other issues relevant to the transit plan. An interview script will be developed for use in guiding the interviews. It is assumed that the ten interviews will be conducted via telephone for budgetary purposes. Task 3.03: Conduct On-Board Survey - The Consultant will develop an on-board survey designed to capture demographic, travel behavior, and rider satisfaction data from CAT fixed- route bus riders. This information will enable Collier County to focus on relevant transit needs 48 and issues such as modifying bus schedules, locating bus stops, modifying fare strlt~~ 5 planning, focusing marketing campaigns, and identifying historical trends. The on-board survey methodology and implementation will be closely coordinated with County staff to ensure that study objectives are met and that data collection efforts are efficiently integrated with CAT operations. The survey will be performed on a 50-percent sample of all fixed-route runs for a typical weekday, Saturday, and Sunday of service. Trained surveyors will hand out surveys to all riders (available in English and Spanish). The surveyors will also be available to assist with filling out the surveys as necessary. The Consultant will be responsible for printing and distributing on-board survey instruments to bus patrons according to the identified sampling requirement. Survey recipients will be given instructions to complete the surveys on the bus and return them to a surveyor or driver, or mail them back to Collier County. Surveys will be collected and organized according to the route and run. In addition, the Consultant will recruit and train on-board survey personnel and assign them to survey runs during a typical weekday, Saturday, and Sunday for a portion of a one-week period for survey distribution. All bus riders will have an equal chance of receiving a survey form during each run. The Consultant will offer cash incentives to survey personnel to encourage worker retention and active participation throughout the data collection time frame. The Consultant will collect completed survey forms and organize them for data processing and analysis. Data entry and analysis will be performed to create selected cross-tabulations and statistics that support the TOP. The Consultant will be responsible for quality control and accuracy throughout the data entry and statistical analysis process. Documentation of the on-board survey will describe the survey methodology, data collection approach, findings, and conclusions. Key findings, conclusions, and summary statistics will be presented in a user-friendly manner with easy-to-understand charts and graphs. To summarize, TOA will be responsible for: . Developing the sampling plan and on-board survey instrument . Recruiting and training survey personnel . Establishing the schedule for data collection . Supervising the data collection effort . Overseeing the completed survey data entry effort . Cross-tabulating and evaluating the on-board survey results . Preparing a memorandum to document the survey results 49 1615 Task 3.04: Conduct Discussion Group Workshops - The Consultant will seek to identify and assess general community perceptions of transit to help identify issues and opportunitie~ for the transit agency. Although there are several methodologies for collecting such information, one of the more cost-effective methods of obtaining public input on transit is through the use of discussion group workshops. Although not intended to provide a statistically valid sample, a discussion group is an excellent tool for revealing the attitudes of a particular group because of the open-ended nature of group discussions. For the TDP update, it is proposed that a total of four workshops be held around the County to ensure geographic distribution of the participants. At least one of the workshops will be conducted using current transit riders to help represent the "user" perspective. In addition, at least one of the workshops will consist of members from the business, health, and education communities, as well as local chambers of commerce, to help represent the views of informed "non-users." The Consultant will work with County staff to identify participants and venues for the workshops. For budget purposes, it is assumed that the four workshops will be held on two separate days, with two workshops being conducted on each day. Task 3.05: Prepare Technical Memorandum No.1 - Draft Technical Memorandum NO.1 will be prepared to compile data and results from Tasks 1 through 3. The draft tech memo will summarize the study area's baseline conditions, including demographic, economic, and transportation information; the attitudes of local officials and leaders in the community based on the stakeholder interviews; the results of the on-board survey; and the findings from the series of discussion group workshops. The draft tech memo will be disseminated to the Review Committee for consideration and comment. All comments and modifications recommended by the committee will be incorporated into the tech memo in preparation for inclusion in the draft final TDP document. Responsibilities of Consultant . Prepare memo to FDOT/obtain FOOT approval for public involvement plan. . Conduct stakeholder interviews (10 by telephone). . Perform comprehensive system-wide on-board survey. . Conduct discussion group workshops. (4 workshops - 2 trips) . Review/integrate other public input. . Prepare Technical Memorandum NO.1 (Tasks 1-3). Responsibilities of Collier County Staff . Review public involvement plan. . Participate in public involvement activities. . Review Technical Memorandum NO.1 (Tasks 1-3). 50 1615 Task 4: Update Evaluation of Existing Transit Services The Consultant will review and evaluate existing transit service in the study area. The following sub-tasks outline the effort required for this task. Task 4.01: Update Trend Analysis of Existing Transit Service - The Consultant will perform a trend analysis of existing fixed-route transit service in the study area. This review of the transit agency will be undertaken to assess the performance of the system over time using measures falling into three major categories: system performance, effectiveness, and efficiency. This evaluation will be conducted using both historical as well as the most current validated data available from the National Transit Database (NTD). As part of the overall performance review of the system, this analysis will be used to help assess the extent to which the transit agency is meeting the stated goals and objectives for transit service. Task 4.02: Conduct Peer Review Analysis of Existing Transit Service - The Consultant will perform a peer review analysis for CAT fixed-route bus service. A peer review compares the transit agency's fixed-route services with other systems that have similar agency features located elsewhere in Florida and throughout the southeastern United States. This cross- sectional evaluation will be conducted for a single year using the most current validated data available from the National Transit Database (NTD). Common performance indicators and measures are summarized in Table 1. - Task 4.03: Conduct Capacity/Supply Evaluation of Existing Transit Service - The consultant will conduct a general system-wide capacity/supply evaluation of the existing fixed- route service by estimating and comparing passenger miles and seat miles for the system. This analysis will provide a measure of the extent to which available capacity is currently being utilized. 51 2685 Table 1 Common Transit Performance Evaluation Indicators and Measures (Trend and Peer Review Analyses) Performance Indicators Effectiveness Measures Efficiency Measures -- -- . passenger trips . vehicle miles per capita . operating expenses per . passenger miles . passenger trips per capita . vehicle miles capita . operating expenses per . revenue miles . passenger trips per passenger trip . vehicle hours revenue mile . operating expenses per . route miles . passenger trips per passenger mile . operating expenses vehicle hour . operating expenses per . capital expenses . revenue mileage revenue mile . operating revenues between incidents . farebox recovery ratio . total employees . revenue mileage . revenue miles per . vehicles available for between roadcalls vehicle mile maximum service . revenue miles per . fuel consumption vehicle . revenue hours per employee . passenger trips per employee . vehicle miles per gallon . average fare Responsibilities of Consultant . Conduct trend analysis of fixed-route transit service. . Conduct peer review analysis of fixed-route transit service. . Conduct capacity/supply evaluation of fixed-route transit service. Responsibilities of Collier County Staff . Coordinate with Consultant staff in the evaluation of fixed-route transit services. Task 5: Evaluate Demand & Mobility Needs < The Consultant will estimate demand for the transit agency's fixed-route transit services over a ten-year period using various methodologies. Using this future demand information, in conjunction with the public input collected previously, the transit-related needs of the study area will be assessed. 52 1685 Task 5.01: Estimate Demand for Transit Services - The Consultant will use two key analytical tools to assess traditional and discretionary transit markets in Collier County. These tools include: · . Traditional market assessment of existing conditions through a Transit Orientation Index (TOI) - potential for traditional transit use (elderly, youth, low-income, no vehicle). . Existing and future discretionary market assessment through a Density Threshold Assessment (OTA) - potential for traditional and choice transit use (dwelling unit and employment density thresholds compared to existing and future densities) Task 5.02: Estimate Demand for Transit Services (T-BEST) - The Consultant will project ridership demand for fixed-route transit services over a ten-year plan period, assuming the maintenance of existing service levels and the implementation of the ten-year TDP. Ten-year projections of the community's demand for transit service (ten-year annual projections) must be developed using the planning tools provided by FOOT or a demand estimation technique approved by FDOT. T-BEST, a ridership projection tool developed by FOOT, will be used to prepare the ten-year annual transit demand projections. Task 5.03: Identify & Assess Needs for Transit Services - The Consultant will utilize the results of the previous tasks, including the findings from the public involvement activities, to assess the need for improved transit services. This needs assessment will take into account major activity centers, geographic areas served by the transit system, frequency and hours of service currently provided, and demographic characteristics of residents in the study area. Potential target markets for new or expanded transit service will be identified and assessed. The needs assessment also will include an examination of possible intermodal connections and the coordination of service with adjacent transit operators. In addition, the needs assessment will, to the extent possible, present an analysis of any variation between identified needs and available services. Alternative methods of addressing deficiencies will be identified and assessed. The needs assessment will be coordinated with the Transit Element of the 2035 Regional Long Range Transportation Plan, which is being developed concurrently with the TDP. Task 5.04: Identify & Evaluate Alternatives - Based on the previous study tasks and, in particular, the assessment of needs and potential opportunities, the Consultant will identify and evaluate alternatives for transit operation in the study area. Alternatives may range from the status quo (maintaining the existing mix of services) to the consideration of new and innovative service concepts. The alternatives will be identified and developed in conjunction with the transit agency and the Review Committee, and will support the community's and agency's vision of where it wants to be in ten years. The alternatives will be identified and analyzed at this stage without regard for costs, in line with the strategic intent of the TOP and the express wishes of FOOT in 53 . 1685 encouraging the TOP process. An evaluation framework will be established by the Consultant that will help prioritize the alternatives. Task 5.05: Prepare Technical Memorandum No.2 (Tasks 4 & 5) - Draft Technical Memorandum NO.2 will be prepared to compile data and results from Tasks 4 and 5. The draft tech memo will summarize the performance review of the transit agency's fixed-route services. The performance review will include the trend analysis, peer review analysis, and capacity/supply analysis results. In addition, the draft tech memo will summarize the results of the demand estimation, needs assessment, and alternatives evaluation, and will include the results of the ridership demand projections (assuming existing services are maintained throughout the ten-year planning horizon).. The draft tech memo will be disseminated to the Review Committee for consideration and comment. All comments and modifications recommended by the committee will be incorporated into the tech memo in preparation for inclusion in the draft final TDP document. Responsibi/ities of Consultant . Conduct transit demand analyses (Transit Orientation Index and Density Threshold Assessment) . Estimate demand using FOOT approved tool, T-BEST. . Identify & assess needs for transit services. . Identify & evaluate alternatives. . Prepare Technical Memorandum NO.2 (Tasks 4 & 5). Responsibilities of Collier County Staff . Coordinate with Consultant as necessary in assessing demand and identifying alternatives. . Review Technical Memorandum NO.2 (Tasks 4 & 5). Task 6: Conduct Situation Appraisal A situation appraisal will be conducted to document and understand the environment in which the transit systern operates. Task 6.01: Document Relevant Plans, Policies, and Trends - The Consultant will review local plans and documents, including county and local government Comprehensive Plans, the previous TOP, the MPO long-range transportation plan, and the Transportation Disadvantaged Service Plan, to identify and compile community goals and objectives relating to transit and mobility. 54 161~: Task 6.02: Integrate Transit Demand Assessment - The Consultant will integrate the transit demand assessment into the situation appraisal process. The implications of the estimated transit demand will be assessed and documented as part of this task. Task 6.03: Pet10rm Situation Appraisal- A situation appraisal can be viewed as an . assessment process that continues the theme of strategic planning. At a minimum, the TDP rule requires that the situation appraisal address the following factors: . Assess the strengths and weaknesses of the transit organization, as well as external barriers and opportunities that impact the delivery of transit services. . Consider the effects of land use, state and local transportation plans, other governmental actions and policies, socioeconomic trends, organizational issues, and technology on the transit system. . Estimate the community's demand for transit service using the planning tools provided by FDOT, or a Department-approved transit demand estimation technique with supporting demographic, land use, transportation, and transit data. The result of the transit demand estimation process shall be a ten-year annual projection of transit ridership (addressed in Task 5 of this scope of services). . Assess the extent to which land use and urban design patterns in the transit agency's service area support or hinder the efficient provision of transit service, including any efforts being undertaken by the transit operator or local land use authorities to foster a more transit-friendly operating environment. The results of Tasks 1 through 6 will be used to support the identification of the key components of the situation appraisal. Results will be integrated into a technical memorandum as part of Task 7. Responsibilities of Consultant . Document relevant plans, policies, and trends. . Integrate transit demand assessment. . Perform situation appraisal. Responsibilities of Collier County Staff . Support Consultant in the compilation of plans, policies, and trends. . Coordinate with Consultant in the documentation of the situation appraisal. Task 7: Develop Goals and Objectives The Consultant, with assistance frorn County staff, will develop goals and objectives for transit in the study area. Goals and objectives will be consistent with the goals of the local community 55 ... with respect to transportation and land use, in general, and specifically to transit service. Tle 6 B 5 goals and objectives prepared for the previous major update of the TDP (if applicable) will be used as a starting point for this process. The Consultant also will work closely with the transit agency in delineating a vision of where transit wants to be in ten years. While this step is implicit in each task outlined in this scope of services, it is specifically mentioned here in conjunction with the goals and objectives. Task 7.01: Integrate Situation Appraisal & Previous Public Input - The Consultant will review the results of Task 2 (particularly the attitudes of local officials and community leaders towards transit) and Task 6 (situation appraisal), to gain a better understanding of community goals and objectives relating to transit and mobility. Task 7.02: Develop Draft Goals & Objectives - Based on the previous sub-tasks, the Consultant will develop draft goals and objectives for the transit agency. The draft goals and initiatives will be disseminated to the Review Committee for review and approval. Task 7.03: Prepare Technical Memorandum No.3 - Draft Technical Memorandum NO.3 will be prepared to compile the data and results from Tasks 6 (situation appraisal) and 7 (goals and objectives). The draft tech memo will document the situation appraisal and outline the goals and objectives for the transit agency. The draft tech memo will be disseminated to the Review Committee for consideration and comment. All comments and modifications recommended by the committee will be incorporated into the tech memo in preparation for inclusion in the draft final TOP document. Responsibilities of Consultant . Integrate situation appraisal and public input. . Develop draft goals & initiatives. . Prepare Technical Memorandum NO.3 (Tasks 6 & 7). Responsibilities of Collier County Staff . Review Technical Memorandum NO.3 (Tasks 6 & 7). 56 16'-5 Task 8: Prepare Ten-Year Transit Development Plan Based on the results of Tasks 2 through 6 and input from the Review Committee, the Consultant will prepare a ten-year TOP. This will not be a service plan since operational analysis and route-specific changes are not within the scope of the TDP. Instead, the TOP will be policy- oriented and strategic in nature. The TDP also will contain policies and strategies to implement the proposed plan, including the consideration of new funding sources. It also will be important to coordinate the transit development planning process with the Transit Element of the MPO's 2035 long-range transportation planning process. Task 8.01: Prepare Ten-Year Transit Improvement Program - The Consultant will prepare the draft ten-year TDP report, including the implementation plan and supporting financial plan. The following elements will be included in the plan: . Institutional, organizational, and management structure, documenting any possible changes as a result of the planning process. . Alternatives and recommendations for meeting transit needs and deficiencies. . Ten-year service and capital improvements, including funded and unfunded needs. . Ten-year financial plan, including projected operating and capital expenses, and projected revenue by source and funding. A discussion of financial capacity will be included. . A list of recommendations for which no funding source is identified. . A policy element ensuring that transit goals and objectives are consistent with and support the local comprehensive plans, the MPO's Long Range Transportation Plan, and other relevant planning initiatives. Task 8.02: Prepare Perlormance Monitoring Program - The Consultant will develop a basic monitoring program to track performance, efficiency, and effectiveness of the transit agency's routes and service. The program will include measures and threshold(s) for when a route should be considered for elimination or restructuring. Also included will be a step-by-step route elimination/restructuring process to be proposed for adoption by the governing authority for implementation. Task 8.03: Prepare Annual Farebox Recovery Ratio Report - The Consultant will prepare a short analysis of farebox recovery in accordance with legislative and FOOT requirements. Task 8.04: Conduct Public Workshops - During the course of the study effort, the Consultant will schedule and coordinate with transit agency staff two public workshops to obtain input from the general public about the TOP update process (one early in the process to collect input on 57 needs and the other later on to collect input on potential alternative improvements). To 16 a 5 maximize opportunities for citizen participation, locations will be selected to ensure geographic coverage and, to the extent possible, piggyback on other community events. Task 8.05: Prepare TDP Presentation - A user-friendly, graphical presentation will be incrementally developed to support the communication and adoption of the TDP. The presentation will also be available for use by Collier County staff beyond the adoption of the TOP. Task 8.06: Prepare Draft TDP Document - The Consultant will produce and submit an electronic copy (PDF) of the Draft TDP for dissemination, review, comment, and acceptance. Comments on the Draft TDP will be addressed for the final version of the plan. Task 8.07: Prepare Draft Executive Summary for TDP - A concise executive summary of the Draft TDP will be prepared along with the full document to facilitate more widespread dissemination of the TDP. An electronic copy (POF) of the Draft TDP Executive Summary will be provided to the transit agency with the Draft TOP for dissemination, review, and comment. Comments on the Draft TDP Executive Summary will be addressed for the final version of the plan. Task 8.08: Prepare Final TDP Document - Following presentation, review, and acceptance of the Draft TOP and Draft TDP Executive Summary, the Consultant will prepare and submit the Final TOP documents. A total of 10 printed copies of the Final TDP and Final TOP Executive Summary will be prepared by the Consultant and provided to the transit agency for consideration and adoption by the appropriate governing board. The consultant also will prepare and provide one CD containing the TDP documentation (including all associated -- graphics) in both Microsoft Word and PDF format. Responsibilities of Consultant . Prepare ten-year transit improvement program. . Prepare performance monitoring program. . Prepare annual farebox recovery ratio report. . Conduct 3 public workshops. (3 trips) . Prepare TDP presentation. . Prepare draft TDP document. . Prepare draft TOP executive summary. . Prepare final TOP documentation. Responsibilities of Collier County Staff . Participate in public workshops. . Review draft TOP presentation. 58 . · Review draft TDP document. · Review draft executive summary. 1615 Task 9: Facilitate Meetings & Presentations The Consultant will prepare for and participate in up to five meetings with Collier County staff and up to three presentations. Presentations will be made at the direction of Collier County staff and audiences may include: · MPO Technical Advisory Committee · MPO Citizens Advisory Committee . MPO Board · Others as requested Responsibilities of Consultant · Prepare for and facilitate up to 5 meetings with staff. · Prepare for and make up to 3 presentations. Responsibilities of Collier County Staff · Participate in meetings and presentations as appropriate. PROJECT SCHEDULE According to the TOP rule, Collier County's major TDP update is due by September 1, 2010. The project schedule for this scope of services assumes the successful completion of the project within 10 months of notice to proceed. This assumes a start date in September 2009, with a goal of adopting the TOP in June 2010. Since the update is due to FDOT by September 1, 2010, this schedule provides some flexibility should unforeseen circumstances result in any delays to the project. A detailed project schedule will be prepared and discussed at the kickoff meeting. PROJECT BUDGET The lump-sum budget for the preparation of the TOP is provided in Table 2. 59 SCHEDULE B BASIS OF COMPENSATION LUMP SUM 1. MONTHLY STATUS REPORTS 1615 B.1.1 As a condition precedent to payment, CONSULTANT shall submit to OWNER as part of its monthly invoice a progress report reflecting the Project design and construction status, in terms of the total work effort estimated to be required for the completion of the Basic Services and any then-authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. B 1.1.1 All monthly status reports and invoices shall be mailed to the attention of Lorraine Lantz, Senior Planner, 2885 South Horseshoe Drive, Naples, FL 34104 2. COMPENSATION TO CONSULTANT B.2.1. For the Basic Services provided for in this Agreement, OWNER agrees to make the lump sum payments to CONSULTANT in accordance with the terms stated below. Payments will be made in accordance with the following Schedule; however, the payment of any particular line item noted below shall not be due until all services associated with any such line item have been completed to OWNER'S reasonable satisfaction. TASK TASK DESCRIPTION TOTAL COST PAYMENT SCHEDULE 1. Establish Review $ 2,015.00 Monthly based upon percent Committee/Prepare for kickoff complete 2. Establish Baseline Condition $ 10,405.00 Monthly based upon percent complete 3. Facilitate Public Involvement $ 37.805.00 Monthly based upon percent complete 4. Update Evaluation of Existing $ 7.170.00 Monthly based upon percent Transit Services cornplete 5. Estimate Demand & Mobility $ 26,200.00 Monthly based upon percent Needs complete 6. Conduct Situation Appraisal $ 6.340.00 Monthly based upon percent complete 7. Develop Goals & Objectives $ 6,010.00 Monthly based upon percent complete 8. Prepare Ten-Year TDP $ 20.765.00 Monthly based upon percent complete 9. Facilitate Meetings & $ 12,840.00 Monthly based upon percent Presentations complete TOTAL FEE ITotalltems 1-9\ $129.550.00 B.2.2. The fees noted in Section 2.1. shall constitute the lump sum amount of One hundred twenty nine five hundred fifty Dollars ($129.550.00) to be paid to CONSULTANT for the performance of the Basic Services. 60 1685 B.2.3. For Additional Services provided pursuant to Article 2 of the Agreement, if any, OWNER agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided and as set forth in the Amendment authorizing such Additional Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provision of Section 3.4.1 below. There shall be no overtime pay on Additional Services without OWNER'S prior written approval. B.2.4. The compensation provided for under Sections 2.1 of this Schedule B, shall be the total and complete amount payable to CONSULTANT for the Basic Services to be performed under the provisions of this Agreement, and shall include the cost of all materials, equipment, supplies and out-of-pocket expenses incurred in the performance of all such services. B.2.5 Notwithstanding anything in the Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by OWNER, pending resolution of the dispute provided that OWNER continues to pay to CONSULTANT all amounts that OWNER does not dispute are due and payable. 3. SCHEDULE OF PAYMENTS: 8.3.1. CONSULTANT shall submit, with each of the monthly status reports provided for under Section 1.1 of this Schedule B, an invoice for fees earned in the performance of Basic Services and Additional Services during the subject billing month. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one invoice per month for all fees earned that month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in triplicate in a form and manner required by Owner. Additionally, the number of the purchase order granting approval for such services shall appear on all invoices. B.3.2. Invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT'S letterhead and must include the Purchase Order Number and Project name and shall not be submitted more than one time monthly. B.3.3 Payments for Additional Services of CONSULTANT as defined in Article 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B.3.4 Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for Additional Services, CONSULTANT shall be limited to a maximum markup of 5% on the fees and expenses associated with such subconsultants and subcontractors. B.3.4.1 Reimbursable Expenses associated with Additional Services must comply with section 112.061, Fla. Stat., or as set forth in the Agreement, be charged without mark-up by the CONSULTANT, and shall consist only of the following items: 61 1685 B.3.4.1.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications. B.3.4.1.2. Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by OWNER. Such expenses, if approved by OWNER, may include coach airfare, standard accommodations and meals, all in accordance with section 112.061, F.S. Further, such expenses, if approved by OWNER, may include mileage for trips that are from/to destinations outside of Collier or Collier Counties. Such trips within Collier and Collier Counties are expressly excluded. B.3.4.1.3. Permit Fees required by the Project. 8.3.4.1.4 Expense of overtime work requiring higher than regular rates approved in advance and in writing by OWNER. B.3.4.1.5 Expense of models for the County's use. B.3.4.1.6 Other items on request and approved in writing by the OWNER. B.3.4.2 Should a conflict exist between the dollar amounts set forth in Section 112.061, F.S., and the Agreement, the terms of the Agreement shall prevail. 62 SCHEDULE B ATTACHMENT II CONSULTANT'S EMPLOYEE HOURLY RATE SCHEDULE 1615 Professional Cateqorv Hourlv Rate Principal 195.00/hr Project Manager 170.00/hr Senior Planner 140.00/hr Planner 100.00/hr GIS Technician 90.00/hr Administrative Assistant 60.00/hr END OF SCHEDULE B 63 SCHEDULE C PROJECT MILESTONE SCHEDULE 1615 Upon the Notice to Proceed issued by OWNER, a final Transit Development Plan approved by the following entities including the Collier County Board of County Commissioners, Metropolitan Planning Organization and Florida Department of Transportation shall be submitted to OWNER within three hundred twenty four (324) days after the date of such Notice. Task Descriptions issuance of Notice to Proceed . Task 1: Establish Review Committee & Prepare for Kickoff . Task 2: Establish Baseline Conditions . Task 3: Facilitate Public Involvement . Task 4: Update Evaluation of Existing Transit Services . Task 5: Estimate Demand & Mobility Needs . Task 6: Conduct Situation Appraisal . Task 7: Develop Goals & Objectives . Task 8: Prepare Ten-Year Transit Development Plan . Task 9: Facilitate Meetings & Presentations 64 Calendar Davs from 8 days 30 days 96 days 18 days 72 days 17 days 17 days 50 days 16 days . SCHEDULE D INSURANCE COVERAGE 1615 (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 and acceptance of the Project by the OWNER or as specified in this Agreement, whichever is longer. (4) Certificates of insurance (3 copies) acceptable to the OWNER shall be filed with the OWNER within ten (10) calendar days after Notice of Award is received by CONSULTANT 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 polices 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 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 65 1685 .... ^ 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 Project. (6) The acceptance by OWNER of any Certificate of Insurance 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 or at its sole discretion shall be authorized to 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, the 66 16'5 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 for cause. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Required by this Agreement? ~ 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: a. Worker's Compensation - Florida Statutory Requirements b. Employers' Liability (check one) $1 00,000 Each Accident $500,000 Disease Aggregate $100,000 Disease Each Employee X $1,000,000 Each Accident $1,000,000 Disease Aggregate $1,000,000 Disease Each Employee (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 67 . 1615 (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: _ General Aggregate Products/Completed Operations Aggregate Personal and Advertising Injury Each Occurrence Fire Damage _ General Aggregate Products/Completed Operations Aggregate Personal and Advertising Injury Each Occurrence Fire Damage X General Aggregate Products/Completed Operations Aggregate Personal and Advertising Injury Each Occurrence Fire Damage 68 $300,000 $300,000 $300,000 $300,000 $ 50,000 $500,000 $500,000 $500,000 $500,000 $ 50,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $ 50,000 16&5 (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 insuranee 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/her 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 SUBCONSUL TANT 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 (7) Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. _ Applicable X Not Applicable AUTOMOBILE LIABILITY INSURANCE Required by this Agreement? X Yes No 69 lllJs (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 - $ 500,000 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 recover against OWNER as to any claims under this insurance. Such insurance shall have limits of not less than: _ $ 500,000 each claim and in the aggregate ~ $1,000,000 each claim and in the aggregate 70 . _ $2,000,000 each claim and in the aggregate _ $5,000,000 each claim and in the aggregate 1615 (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 this Project for a period of not less than five (5) years following completion and acceptance of the Project by the OWNER. (4) The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or OWNER, 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. VALUABLE PAPERS INSURANCE (1) In the sole discretion of the County, 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. 71 16'5 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. (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. 72 1615 END OF SCHEDULE D SCHEDULE E TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Tindale-Oliver and Associates, 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 Contract #09-5340 Collier County Major Update of Ten-Year Transit Development Plan are accurate, complete and current as of the time of contracting. Tindale-Oliver and Associates, Inc. BY: cu/.d/~ TITLE: Chief Operating Officer DATE: September 29, 2009 73 1605 SCHEDULE F KEY PERSONNEL, SUBCONSUL TANTS AND SUBCONTRACTORS Percentaqe of time allocated to proiect JoelRav Principal 10% Richard Drever Proiect Manaqer 6% Lachant Barnett Senior Planner 10% Asela Silva Senior Planner 2% Laura Everitt Senior Planner 5% Patricia Whitton Planner 12% Thomas Hewitt Planner 2% Amanda Haas Planner 2% Matt Dorsten Planner 9% Fred Hartless GIS Tech 13% Ji Li GIS Tech 2% Laura Lopez Gis Tech 1% Stephanie Daniels Administrative Assistant 1% Marv Jane Montqomerv Administrative Assistant 1% Karin Smith Administrative Assistant 2% Sarah Radar Administrative Assistant 1% Temp Staff (Survev) 25% F-I ACORDm CERTIFICATE OF LIABILITY INSURANCE I DATE (MMJDOIYYYY) 9/28/2009 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ISU Suncoast Insurance Assoc ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P.O. Box 22668 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Tampa, FL 33622-2668 813 289-5200 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A Travelers Indemnity Co of Amerl 25666 Tindale-Oliver & Associates, Inc. INSURER B: Travelers Indemnity Company 25658 1000 N Ashley Dr, Suite 100 INSURER c: Travelers Casualty and Surety C 19038 Tampa, FL 33602 INSURER D: XL Specialty Insurance Company 37885 INSURER E Cllent#. 3136 TINDOLI3 16&5 COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VVHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOVll'l\l MAY HAVE BEEN REDUCED BY PAID CLAIMS. lTR N TYPE OF INSURANCE POLICY NUMBER PRAl{~~J~~8gm\E P~~lf:ft~~,wN LIMITS A ~NERAl LIABILITY 6808127L852 02/24109 02/24/10 EACH OCCURRENCE .1 000 000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED .1 000 000 I ClJ\IMS MADE [!] OCCUR MED EXP (Anyone person) .5000 f- PERSONAL & ADV INJURY .1 000 000 f- GENERAL AGGREGATE .2 000 000 rl'L AGG~l~~E~lIMIT APnS PER: PRODUCTS - COMP/O? AGG .2 000 000 POLICY ~~g: LOC B ~TOMOBILE LIABilITY BA8130L50608 02124/09 02/24/10 COMBINED SINGLE LIMIT ANY AUTO (Eaaccident) '1,000,000 f-- f- ALL OWNED AUTOS BODILY INJURY (Per person) . f- SCHEDULED AUTOS ,.!. HIRED AUTOS BODILY INJURY . ,K. NON-OWNED AUTOS {Per accident) - PROPERTY DAMAGE . (Per accident) ~RAGE UAS'UTY AUTO ONLY. EA ACCIDENT . ANY AUTO OTHER THAN EA ACC . AUTO ONLY' AGG . B ~ESSlUMBREllA LIABILITY CUP8406Y26A 02/24/09 02/24/10 EACH OCCURRENCE .3 000 000 X OCCUR D ClJ\IMS MADE AGGREGATE .3 000 000 . ;:1 DEDUCTISLE . X RETENTION .10000 . C WORKERS COMPENSATION AND UB7082Y31708 09/01/09 09/01/10 X I 'NC STATU- IOJ~' EMPLOYERS' LIABILITY .1 000 000 ANY PROPRIETOR/PARTNERlEXECUTIVE EL EACH ACCIDENT OFFICER/MEMBER EXCLUDED? EL DISEASE - EA EMPLOYEE .1 000 000 If yes, describe under EL. DISEASE - POLICY LIMIT .1 000,000 SPECIAL PROVISIONS below p OTHER Professional DPR9618855 04/20/09 04/20/10 $1,000,000 per claim liability $1,000,000 annl aggr. DESCRIPTION OF OPERATIONS I LOCATIONS J VEHICLES I EXCLUSIONS ADDEO BY ENDORSEMENT I SPECIAL PROVISIONS Professional Liability is written on a claims made and reported basis. Re: Contract #09-5340 Collier County Major Update of Ten-Year Transit Development Plan. Collier COunty is listed as additional Insured with respect to the General Liability policy. CERTIFICATE HOLDER CANCELLATION 10 Davs for Non-Pavment SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION Collier County DATE THEREOF, THE ISSUING INSURER Will ~.KX!ll MAIL -3.0.- DAYS WRITTEN Purchasing Department NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE lEFT,DXMOO8eaDOC~()CX_k 3301 Tamiami Trail East JMe(lJIKJ(.m~.lI.KX!XXDUlJtJlXUlUfX:X~J(xn_OlXlr:n".~x Naples, FL 34112 x kX ~ED REPRMTATIVE - . "'" .1Y-.a ACORD 25 (2001/08) 1 of 2 #S214383/M208511 BJM @ ACORD CORPORATION 1988 IMPORTANT . II the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not conler rights to the certificate holder in lieu 01 such endorsement(s). II SUBROGATION IS WAIVED, subject to the terms and conditions 01 the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies lisled thereon. ACORD 25-5 (2001/08) 2 012 #S214383/M208511IJ