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Backup Documents 02/08/2022 Item #16E3 .ORIGINAL iib"CUMENTS CHECKLIST, -ROLITINGSLIP: 1 6 E 3 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through muting lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Risk Risk Management �"1C-� 2/4 ZZ 2. County Attorney Office County Attorney Office �f 9✓z 4. BCC Office Board of County Commissioners /lld/S I 21 1/Zz- 4. Minutes and Records Clerk of Court's Office e'S 2tt - t ruzInt 5. Procurement Services Procurement Services PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,ma need to contact staff for additional or missing information. Name of Primary Staff Patrick O'Quinn/PURCHASING Contact Information 239-252-8407 Contact/ Department / Agenda Date Item was February 8th, 2022 / Agenda Item Number 16.E.3.✓ Approved by the BCC Type of Document Assumption Agreement ✓ Number of Original 1 ✓ Attached Documents Attached PO number or account N/A 18-7432-ST KCI Technologies, number if document is Professional Inc. to be recorded Service Library- Structural Engineering Category INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature STAMP OK N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be PRO signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the PRO document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's PRO signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip N/A should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! RECEIVE 8. The document was approved by the BCC on 02/08/2022 and all changes made during IN/A'is not the meeting have been incorporated in the attached document. The County FEB 0 8 202n option for Attorney's Office has reviewed the changes,if applicable. this line. 9. Initials of attorney verifying that the attached document is the version approved by the rt{ is not BCC,all changes directed by the BCC have been made, and the document is ready for th sk Managem ption for Chairman's signature. this line. 16E3 Ann P. Jennejohn From: Ann P.Jennejohn Sent: Wednesday, February 9, 2022 3:13 PM To: OQuinnPatrick Subject: Item #16E3 (2-8-22 BCC Meeting) Attachments: #18-7432-ST (Assumption Bridging Solutions to KCI Technologies)).pdf Good Aftervtoor. Patrick, The attached (executed) assuwtptiovt agreewtevtt, is attacked For your records. Thank you! Ann Jennejohn 13MR Senior Deputy Clerk II 4‘,„ ;, Clerk to the Value Adjustment Hoard ,,,��` '"'. Office: 23'7-252-8406 Fax: 23q-252-8408 (if applicable) Z. Ano..Je0.0.ejohm@CollierClerk.com Office of the Clerk of the Circuit Court & Comptroller of Collier County 32gq Tawtiawti Trail, Suite #401 Naples, FL 34112-5324 www.CollierClerk.covv i 16E3 ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into on this 84,i, of r26, 2022 by and between KCI Technologies, Inc. ("KCI") and Collier County, a political subdivision of the State of Florida("County") (collectively,the"Parties"). WHEREAS, on April 28, 2020 (Agenda Item 16.E.9)the County awarded Agreement No. 18-7432-ST, "Professional Services Library — Structural Engineering Category" to Bridging Solutions, LLC ("Bridging"), attached hereto as Exhibit "A" (hereinafter referred to as the "Agreement"); and WHEREAS, on September 17, 2021, KCI, a Delaware corporation registered to do business in the State of Florida, acquired all of Bridging's assets as memorialized in attached Exhibit"B;"and WHEREAS, KCI, hereby represents to Collier County that by virtue of an acquisition Bridging's assets it is the successor in interest in relation to the Agreement; and WHEREAS, the Parties wish to formalize KCI's assumption of rights and obligations under the Agreement effective as of the date first above written. NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the Parties, it is agreed as follows: 1. KCI accepts and assumes all rights, duties, benefits, and obligations of Bridging under the Agreement, including all existing and future obligations to pay and perform under the Agreement. 2. KCI will promptly deliver to County evidence of insurance consistent with the Agreement. 3. Further supplements to, or modifications of, the Agreement shall be approved in writing by both Parties. 4. Notice required under the Agreement to be sent to KCI shall be directed to: CONSULTANT: KCI Technologies, Inc. Principal Address: 4041 Crescent Park Drive Tampa, Florida 33578 Local Point of Contact: 15863 Secoya Reserve Circle Naples, FL 34110 Phone: 239-216-1370 Attention: ralph.verrastro@kci.com Page 1 of 2 16E3 5. The County hereby consents to KCI's assumption of the Agreement in order to continue the services provided under Agreement No. 18-7432-ST. No waivers of performance or extensions of time to perform are granted or authorized. The County will treat KCI as it would have Bridging for all purposes under the Agreement. Except as provided herein, all other terms and conditions of the Agreement remain in full force and effect. IN WITNESS WHEREOF,the undersigned have executed and delivered this Assumption Agreement effective as of the date first above written. ATTEST: BOARD OF COUNTY COMMISSIONERS Crystal K. Kinzel,Clerk COLLIER COUNTY,FLORIDA & Comptroller � o .. gin By: �P1 0.010 •.�:` By: Willi. L. McDaniel, Jr., Chairman t)e ty Clerk Attest as to' ft uati's iinafura Approved as to Form and Legality: By: -ecae De County Attorney KCI's Witnesses: KCI Technologies,Inc. By: <- .t First Witness Signature •/ ``\ 1P2 s' J6 E. S�n,i1., ) S')P GA/ S cr a-ka.N J -60N.ALP C 1 ��'v� TType/print signature and title" TType/print witness namel Second Witness ' \ko. Type/print witness namel Page 2 of 2 (1+3 EXHIBIT A 1 6 E 3 PROFESSIONAL SERVICES AGREEMENT (FIXED TERM CONTINUING CONTRACT) n CCNA fl NQ -.G N-A Contract# 18-7432-ST for "Professional Services Library-Structural Engineering Category 11 r� THIS AGREEMENT is made and entered into this ,i5day of c`1 t , 2020 by and between the Board of County Commissioners for Collier Count , Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and Bridging Solutions, LLC authorized to do business in the State of Florida, whose business address is 15863 Secoya Reserve Circle, Naples, FL 341-aa 3*110 (hereinafter referred to as the "CONSULTANT" and/or"CONTRACTOR"). WITNESSETH: WHEREAS, the COUNTY desires to obtain the CONSULTANT's services expeditiously when a need arises in connection with a Collier County project; and Ilk WHEREAS, Section 287.055, Florida Statutes, Consultant's Competitive Negotiation Act, "CCNA", makes provisions for a fixed term contract with a firm to provide professional services to a political subdivision, such as the County; and ■ WHEREAS, the COUNTY has selected CONSULTANT in accordance with the provisions of Section 287.055, Florida Statutes, to provide professional services on a fixed term basis as directed by the COUNTY for such projects and tasks as may be required from time to time by the COUNTY. 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. From time to time upon the written request or direction of the COUNTY as hereinafter provided, CONSULTANT shall provide to the COUNTY professional services (hereinafter the "Services") as herein set forth. The term "Services" includes all Additional Services authorized by written Amendment or Change Order as hereafter provided. 1.2. CONSULTANT acknowledges and agrees that services under this Agreement are to be requested by the COUNTY on an as-needed basis only, and COUNTY makes no representation or guarantee to CONSULANT that the COUNTY will utilize CONSUTLANT'S services exclusively or at all. Page 1 of 33 PSA Fixed Term Continuing Contract 2017 009 Ver.2 1bE3 1.3 All Services to be performed by the CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services,which shall be described in a Work Order issued pursuant to the procedures described herein. The form of the Work Order is set forth in attached Schedule A. Reference to the term "Work Order" herein, with respect to authorization of Services, includes all written Amendments or Change Orders to any particular Work Order. The CONSULTANT acknowledges and agrees that each individual Work Order shall not exceed $200,000 or the maximum sum allowable by law under Florida's Consultants'Competitive Negotiation Act, Section 287.055, Florida Statutes, as amended, whichever is greater, and as agreed upon by the parties. (ICI Work order assignments for CCNA contracts shall be made in accordance with the current Procurement Ordinance, as amended. 1.4. 0 (Multi-Award) SELECTION OF CONSULTANT FOR WORK ORDERS. All CONSULTANTS subject to this Agreement, including CONSULTANT, shall be placed on a rotation list for professional service, as listed below. 1.4.1. Professional Services Library Rotation a. Work assignments within each service category are awarded on a rotational basis by the Procurement Division. b. For each service category,the Procurement Service Division will place qualifying firms in the Professional Services Library in the order they are ranked, with the highest scoring firm placed in the first position in the rotation. c. As each work assignment is identified the next firm in the rotation will be offered the opportunity to negotiate that work assignment with the COUNTY's Contract Administrative Agent/Project Manager. d. Should a firm decline a work assignment, or be unable to reach a satisfactory fee negotiation with the COUNTY within a reasonable time frame, the COUNTY will contact the next firm on the list until the work assignment is successfully negotiated. e. Firms will have the option of rejecting one work assignment within each service category within a twelve (12) month period without penalty. A second work assignment rejection within any twelve (12) month period will cause the firm to be skipped in the rotation.A firm who rejects three (3) work assignments (or is unable to satisfactorily negotiate 3 work assignments) in any twelve (12) month period may be removed from the service category. f. Firms wishing to reject a work assignment for any reason must complete a Work Assignment Rejection Notification Form. A copy of this completed form must be provided to the Procurement Division by the County's Contract Administrative Agent/Project Manager. g. Once a full rotation through all firms in a service category is complete, a method that attempts to impart an equitable distribution of work among selected firms will be based on prior dollars awarded; with the firm having received the least amount of dollars being considered for the next work assignment. Page 2 of 32 PSA Fixed Term Continuing Contract 2017.009 Ver.2 16E3 1.4.1.1 Professional Services Library — Direct Selection. For work assignments requiring unique experience or knowledge, including past experience on another phase of the project, the County's Contract Administrative Agent/Project Manager may formally request permission to forego the rotation and select a specific firm. This request will require the completion of a Work Assignment Direct Select Form, which requires the approval of both a Division Director and the Procurement Services Director. Firms that are directly selected for a work assignment as a result of this process shall be passed on their next scheduled turn in the rotation. 1.5. All Services must be authorized in writing by the COUNTY in the form of a Work Order. The CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT's own risk and the COUNTY shall have no liability for such Services. 1.6. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be prepared which incorporates the terms of the understanding reached by the parties with respect to such Services; and if both parties are in agreement therewith, they shall jointly execute the Work Order. Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 1.7. It is mutually understood and agreed that the nature, amount and frequency of the Services shall be determined solely by the COUNTY and that the COUNTY does not represent or guarantee to CONSULTANT that any specific amount of Services will be requested or required of CONSULTANT pursuant to this Agreement. 1.8. The CONSULTANT shall have no authority to act as the agent of the COUNTY under this Agreement or any Work Order, or to obligate the COUNTY in any manner or way. 1.9. All duly executed Work Orders (including all written Amendments or Change Orders thereto) are hereby incorporated into and made a part of this Agreement by reference. 1.10. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.11. 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 the COUNTY. Page 3 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 16E3 1.12. The CONSULTANT designates Ralph Verrastro, P.E. 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. In each Work Order CONSULTANT will designate a qualified licensed professional to serve as CONSULTANT's project coordinator for the Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the Services to be provided and performed under the Work Order. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge and Project Coordinators shall not be removed by CONSULTANT without the COUNTY's prior written approval, and if so removed must be immediately replaced with a person acceptable to the COUNTY. 1.13. The CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from the COUNTY 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, or any applicable Work Order, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to the COUNTY. 1.14. The CONSULTANT represents to the COUNTY 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 COUNTY's review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt Payment Act (218.735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 Page 4 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 1 6E 3 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the COUNTY in writing. Failure by the Contractor 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. 1.15. In the event of any conflicts in these requirements, the CONSULTANT shall notify the COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY regarding resolution of each such conflict. The COUNTY'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. i 1.16. The COUNTY reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to CONSULTANT'S performance of the work as related to the project. This list is not deemed to be all-inclusive, and the COUNTY reserves the right to make sole determination regarding deductions. After notification of deficiency, if the CONSULTANT fails to correct the deficiency within the specified timeframe, these funds would be forfeited by the CONSULTANT. The COUNTY may also deduct or charge the CONSULTANT for services and/or items necessary to correct the deficiencies directly related to the CONSULTANT's non-performance whether or not the COUNTY obtained substitute performance. Page 5 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 ,tit) 16E3 1.17. The CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without the COUNTY's prior written consent, or unless incident to the proper performance of the CONSULTANT's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide the COUNTY prompt written notice of any such subpoenas. 1.18. As directed by the COUNTY, all plans and drawings referencing a specific geographic area must be submitted in an AutoCAD DWG or MicroStation DGN 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 the COUNTY. 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 2.1. If authorized in writing by the COUNTY through an Amendment or Change Order to a Work Order, CONSULTANT shall furnish or obtain from others Additional Services beyond those Services originally authorized in the Work Order. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in the COUNTY's Procurement Ordinance and Procedures in effect at the time such services are authorized. Except in an emergency endangering life or property, any Additional Services must be approved in writing via an Amendment or Change Order to the subject Work Order prior to starting such services. The COUNTY will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Services originally required of CONSULTANT under the subject Work Order. 2.2. If the COUNTY determines that a change in a Work Order is required because of the action taken by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to the COUNTY of the emergency within forty-eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty- eight (48) hour written notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment to its compensation or time of performance under the subject Work Order. Page 6 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 1 A(/ 16E3 ARTICLE THREE THE COUNTY'S RESPONSIBILITIES 3.1. The COUNTY shall designate in writing a project manager to act as the COUNTY'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 the COUNTY'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 written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: a. The scope of services to be provided and performed by the CONSULTANT as set forth in the Work Order; b. The time the CONSULTANT is obligated to commence and complete all such services as set forth in the Work Order; or c. The amount of compensation the COUNTY is obligated or committed to pay the CONSULTANT as set forth in the Work Order. 3.2. The Project Manager shall: a. Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; b. Provide all criteria and information requested by CONSULTANT as to the COUNTY's requirements for the Services specified in the Work Order, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; c. Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT's disposal all available information in the COUNTY's possession pertinent to the Services specified in the Work Order, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the subject Work Order; d. Arrange for access to and make all provisions for CONSULTANT to enter the site (if any) set forth in the Work Order to perform the Services to be provided by CONSULTANT under the subject Work Order; and e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the COUNTY with respect to the Services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. Each Work Order will have a time schedule ( Schedule ) for the performance of the Services required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to the COUNTY. Services to be rendered by CONSULTANT shall be commenced, Page 7 of 33 PSA Fixed Tenn Continuing Contract 2017.009 Ver.2 : l� 1bE3 performed and completed in accordance with the Work Order and the Schedule. Time is of the essence with respect to the performance of the Services under each Work Order. 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of the Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the COUNTY, fires, floods, epidemics, quarantine regulations, strikes or lock-outs, then CONSULTANT shall notify the COUNTY in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3. Unless otherwise expressly provided in the Work Order, no interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT's Services from any cause whatsoever, including those for which COUNTY 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 the COUNTY. CONSULTANT's sole remedy against the COUNTY will be the right to seek an extension of time to the Schedule; provided, however, the granting of any such time extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. 4.4. Should the CONSULTANT fail to commence, provide, perform or complete any of the Services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT under this Agreement (including any and all Work Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the CONSULTANT's performance is or will shortly be back on schedule. 4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue performing Work under any particular Work Order or any payment issued by the COUNTY to CONSULTANT be deemed a waiver of any right or claim the COUNTY may have against CONSULTANT for delay or any other damages hereunder. 4.6. The period of service shall be from the date of execution of this Agreement through five (5 ) year(s) from that date, or until such time as all outstanding Work Orders issued prior to the expiration of the Agreement period have been completed. The COUNTY may, at its discretion and with the consent of the CONSULTANT, renew the Agreement under all of the terms and conditions contained in this Agreement for one (1 ) additional one (1 ) year(s) periods. The COUNTY shall give the CONSULTANT written notice of the COUNTY's intention to renew the Agreement term prior to the end of the Agreement term then in effect. 4.7. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the CONSULTANT written notice of the COUNTY's intention to extend the Agreement term prior to the end of the Agreement term then in effect. Page 8 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 .j 16E3 ARTICLE FIVE COMPENSATION 5.1. Compensation and the manner of payment of such compensation by the COUNTY for Services rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. The Project Manager, or designee, reserves the right to request proposals from this agreement utilizing any of the following Price Methodologies: Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the COUNTY to the CONSULTANT; and, as a business practice there are no hourly or material invoices presented, rather, the CONSULTANT must perform to the satisfaction of the COUNTY's Project Manager before payment for the fixed price contract is authorized. Time and Materials: The COUNTY agrees to pay the contractor for the amount of labor time spent by the CONSULTANT'S employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's mark-up). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. 5.2. The hourly rates as set forth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, shall apply only to projects procured under the Time and Materials pricing methodology specified in paragraph 5.1 above. 1111 Grant Funded: The hourly rates as set forth and identified in Schedule B, Attachment 1, Rate Schedule, which is attached hereto, are for purposes of providing estimate(s), as required by the grantor agency. ARTICLE SIX OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of each Work Order, as directed by the COUNTY, CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents, drawings, notes,tracings, plans, MicroStation orAutoCAD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under the applicable Work Order ("Project Documents"). The COUNTY shall specify whether the originals or copies of such Project Documents are to be delivered by CONSULTANT. The CONSULTANT shall be solely responsible for all costs associated with delivering to the COUNTY the Project Documents. The 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 the COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a nonexclusive, irrevocable license in all of the Project Documents for the COUNTY's use with respect to the applicable authorized project or task. The CONSULTANT warrants to the COUNTY that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT Page 9 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 :lit.)) 16E3 consents to the COUNTY's use of the Project Documents to complete the subject project or task following CONSULTANT's termination for any reason or to perform additions to or remodeling, replacement or renovations of the subject project or task. The CONSULTANT also acknowledges the COUNTY may be making Project Documents available for review and information to various third parties and hereby consents to such use by the COUNTY. ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. The 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 this Agreement or (b) the date of the Work Order is completed, whichever is later, or such later date as may be required by law. The COUNTY, or any duly authorized agents or representatives of the COUNTY, 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 defend, indemnify and hold harmless the COUNTY, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. 8.1.1. The duty to defend under this Article 8 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the CONSULTANT, the COUNTY and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to CONSULTANT. The CONSULTANT'S obligation to indemnify and defend under this Article 8 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the COUNTY or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 8.1.2 To the extent that the Agreement that the work pertains to is a "Professional Services Contract" as defined in Section 725.08(3), Florida Statues, and the CONSULTANT is a "Design Professional" as defined in Section 725.08(4), Florida Statues, the indemnification provided herein shall be limited as provided in Section 725.08(1) & (2), Florida Statues. Page 10 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 16E3 ARTICLE NINE INSURANCE 9.1. The 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 C to this Agreement. 9.2. All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3. All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1. All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government, 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 the COUNTY 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 the COUNTY, and the "Other Insurance" provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by COUNTY. 9.3.4. The Certificates of Insurance, which are to be provided in an Occurrence Form patterned after the current I.S.O. form with no limiting endorsements, must reference and identify this Agreement. 9.3.5. All insurance policies shall be fully performable in Collier County, Florida, and shall be construed in accordance with the laws of the State of Florida. 9.4. The CONSULTANT, its subconsultants and the COUNTY shall waive all rights against 1 each other for damages covered by insurance to the extent insurance proceeds are paid and received by the COUNTY, 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. Page 11 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 1 6E 3 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 COUNTY. 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 COUNTY. No provision of this Agreement shall, however, be construed as constituting an agreement between the COUNTY 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 COUNTY beyond such as may then otherwise exist without regard to this Agreement. 10.2. Attached to each Work Order shall be a Schedule that lists all of the key personnel CONSULTANT intends to assign to perform the Services required under that Work Order. Such personnel shall be committed to the project or task specified in the Work in accordance with the percentages noted in the attached schedule. CONSULTANT shall also identify in that Schedule each subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or replaced without the COUNTY's prior written consent. 10.3. The CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors. By appropriate written agreement, the CONSULTANT shall require each subconsultant or subcontractor,to the extent of the Services to be performed by the subconsultant or subcontractor, to be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall preserve and protect the rights of the COUNTY under this Agreement, and any subsequently issued Work Order, with respect to the Services to be performed by the subconsultant or subcontractor so that the subconsulting or subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall require each subconsultant or subcontractor to enter into similar agreements with its sub-subconsultants or sub-subcontractors. 10.4. The CONSULTANT acknowledges and agrees that the COUNTY 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 the COUNTY and any subconsultant or subcontractor. Further, all such contracts shall provide that, at the COUNTY's discretion, they are assignable to the COUNTY upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. The CONSULTANT's acceptance of final payment for Services provided under any Work Order shall constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it against the COUNTY arising out of the Work Order or otherwise related to those Services, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT in its final invoice for the subject Work Order as Page 12 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 16E3 unsettled. Neither the acceptance of CONSULTANT's Services nor payment by the COUNTY shall be deemed to be a waiver of any of COUNTY's rights against CONSULTANT. ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. This Agreement is a fixed term contract for the professional services of CONSULTANT. It is agreed that either party hereto shall at any and all times have the right and option to terminate this Agreement by giving to the other party not less than thirty (30) days prior written notice of such termination. Upon this Agreement being so terminated by either party hereto, neither party hereto shall have any further rights or obligations under this Agreement subsequent to the date of termination, except that Services specified to be performed under a previously issued Work Order, shall proceed to completion under the terms of this Agreement. 12.2. The CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for the COUNTY to terminate this Agreement and any Work Orders in effect, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT's failure to begin Services under any particular Work Order within the times specified under that Work Order, or (b) CONSULTANT's failure to properly and timely perform the Services to be provided hereunder or as directed by the COUNTY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT's principals, officers or directors, or (d) CONSULTANT's failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT's failure to perform or abide by the terms and conditions of this Agreement and any Work Orders in effect, or (f) for any other just cause. The COUNTY may so terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.3. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that the COUNTY otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT's remedies against the COUNTY shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.4 below. 12.4. Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1 above), the COUNTY shall have the right to terminate this Agreement and any Work Orders in effect, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT's recovery against the COUNTY shall be limited to that portion of the fee earned through the date of termination, for any Work Orders so cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against the COUNTY, including, but not limited to, anticipated fees or profits on Services not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.5. Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the documents, drawings,COUNTY all original papers, records, models, and other material set forth Page 13 of 33 PSA Fixed Term Continuing Contract 2017.009 Vert 16E3 and described in this Agreement, including those described in Article 6, that are in CONSULTANT's possession or under its control arising out of or relating to this Agreement or any Work Orders. 12.6. The COUNTY shall have the power to suspend all or any portions of the Services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the Services to be rendered hereunder are so suspended, the CONSULTANT's sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.7. In the event (i) the COUNTY fails to make any undisputed payment to CONSULTANT within forty-five (45) days after such payment is due as set forth in the Work Order or such other time as required by Florida's Prompt Payment Act or(ii) the COUNTY otherwise persistently fails to fulfill some material obligation owed by the COUNTY to CONSULTANT under this Agreement or subsequently issued Work Order, and (ii) the COUNTY has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject Work Order until such default is cured, after giving the COUNTY a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the applicable Work Order. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate the subject Work Order by giving written notice to the COUNTY of CONSULTANT'S intent to terminate that Work Order. If the COUNTY 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 COUNTY, terminate the subject Work Order and recover from the COUNTY 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 the COUNTY. ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 13.1. The CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement or any subsequent Work Order. 13.2. n CCNA Projects: In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated herein as Schedule D, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT'S services to be provided under this Agreement and each subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to exclude any significant sums by which the COUNTY determines the price as set forth in the Work Order was increased due to inaccurate, incomplete, Page 14 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 1 6E 3 or non-current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of the subject Work Order. ARTICLE 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. 15.2. In the event that the need for changes to the Services under a Work Order may arise during the course of the work, the associated tasks may be modified at the request of the Project Manager or his designee. Written authorization from the Project Manager will be required in accordance with the Procurement Ordinance, as amended, and Procedures. For any changes that exceed an existing Work Order amount, the Work Order shall be modified to reflect the increase prior to any related Services being performed. 15.3. All duly executed modifications to Work Orders (including all written modifications or Changes thereto) are hereby incorporated into and made a part of this Agreement by reference. Ii 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 COUNTY shall be in writing and shall be delivered by hand, email, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following the COUNTY's address of record: Board of County Commissioners for Collier County, Florida Division Name: Procurement Services Division Division Director: Sandra Herrera Address: 3295 Tamiami Trail East Naples, Florida 34112-4901 Administrative Agent/PM: Evelyn Colon Telephone: 239) 252-2667 E-Mail(s): Evelyn.Colon@colliercountyfl.gov Page 15 of 33 PSA Fixed Term Continuing Contract 2017 009 Ver.2 16E3 16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to the CONSULTANT shall be made in writing and shall be delivered by hand, email or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT's address of record: Company Name: Bridging Solutions, LLC Address: 15863 Secoya Reserve Circle Naples, FL 34109 Authorized Agent: Ralph Verrastro, Principal Attention Name & Title: Telephone: (239) 216-1370 E-Mail(s): ralphAbridging-solutions.com 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. The CONSULTANT, in representing the COUNTY, shall promote the best interests of the COUNTY and assume towards the COUNTY 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 the COUNTY. 17.4. Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7. Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. Page 16 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 16E3 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: Schedule A WORK ORDER Schedule B RATE SCHEDULE Schedule C INSURANCE Schedule D CCNA Projects: TRUTH IN NEGOTIATION CERTIFICATE Schedule E Other: Federal Contract Provisions (FEMA & FHWA) Solicitation # 18-7432- ST , including all Attachment(s), Exhibit(s) and Addendum/Consultant's Proposal 17.10. Grant Funded Projects: In the event of any conflict between or among the terms of any of the Contract Documents and/or the COUNTY's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Grant Conditions shall take precedence over the Agreement. To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the CONSULTANT at the COUNTY's discretion. 17.11. Applicability. Sections corresponding to any checked box (■ ) expressly apply to the terms of this Agreement. 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. The 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 the COUNTY the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule D. The CONSULTANT's compensation as set forth in each subsequently issued Work Order, if any, Page 17 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 16E3 shall be adjusted to exclude any sums by which the COUNTY determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2. By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by the COUNTY 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 the COUNTY's staff person who would make the presentation of any settlement reached during negotiations to the COUNTY 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 the COUNTY's staff person who would make the presentation of any settlement reached at mediation to the COUNTY's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. 20.2. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE TWENTY-ONE 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 Page 18 of 33 PSA Fixed Term Continuing Contract 2017 009 Ver.2 1 6E 3 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. (signature page to follow) Page 19 of 33 PSA Fixed Term Continuing Contract 2017 009 Ver.2 G F,J 16E3 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA, Crystal K. Kinzel, Clerk of Court& Comptroller f t :.,..,,e, „ , C f:. By: 1 k Burt L. Saunders Date: ') b, C ` 7 Chairman Attestas Q;C irman's signature only, r v a se or and gality: $;>c>tyt County Attorney 7p Name Consultant: Consultant's Witnesses: Bridging Solutions, LLC T. _`i..r+. _ By: * -c Witness t L.Ve. s'1"" , C •...tr .V e."-Aks ',�-+ii+ce,li Q / Name and Tft{e �'�'�yy 1 Name a d Title 1 fitness (*in".K. tie -I-Art(o , Opubditn StrYlmikler Name and Title Page 20 of 33 PSA Fixed Terra Continuing Contract 2017.009 Ver.2 1 ,G 16E3 SCHEDULE A WORK ORDER Contract 00-0000"Name of Contract" Contract Expiration Date: ,20 This Work Order is for professional(describe)services for work known as: Project Name: Project No: The work is specified in the proposal dated ,20 which is attached hereto and made a part of this Work Order. In accordance with Terms and Conditions of the Agreement referenced above,this Work Order is assigned to:Name of Firm Scope of Work: As detailed in the attached proposal and the following: * Task I - * Task II * Task III Schedule of Work: Complete work within days from the date of the Notice to Proceed which is accompanying this Work Order. The Consultant agrees that any Work Order that extends beyond the expiration date of Agreement#00-0000 will survive and remain subject to the terms and conditions of that Agreement until the completion or termination of this Work Order. Compensation: In accordance with the Agreement referenced above,the County will compensate the Finn in accordance with following method(s): Negotiated Lump Sum (NLS) ❑Lump Sum Plus Reimbursable Costs (LS+RC)DTime &Material (T&M) (established hourly rate—Schedule A) ['Cost Plus Fixed Fee(CPFF), (define which method will be used for which tasks)as provided in the attached proposal. Task I $ Task II $ Task III $ TOTAL FEE $ PREPARED BY: Name and Title Date APPROVED BY: (Dept Name),Division Director Date APPROVED BY: type name,Department Head Date By the signature below,the Firm(including employees,officers and/or agents)certifies,and hereby discloses,that,to the best of their knowledge and belief;all relevant facts concerning past,present,or currently planned interest or activity(financial,contractual,organizational,or otherwise)which relates to the proposed work;and bear on whether the Firm has a potential conflict have been fully disclosed, Additionally,the Firm agrees to notify the Procurement Director,in writing within 48 hours of learning of any actual or potential conflict of interest that arises during the Work Order and/or project duration. ACCEPTED BY: (Firm Name) Name&Title of Authorized Officer Date Page 21 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 16E3 SCHEDULE B BASIS OF COMPENSTATION 1. SERVICES B.1.1. As the COUNTY identifies certain Services it wishes CONSULTANT to provide pursuant to the terms of this Agreement, the COUNTY shall request a proposal from CONSULTANT for such Services, said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement with respect to such Services, including, but not limited to the scope, compensation and schedule for performance of those Services, a Work Order shall be issued which incorporates the terms of the understanding reached by the parties with respect to such Services. B.1.1.1. The COUNTY may request that CONSULTANT in writing advise the COUNTY of (i) the estimated time of CONSULTANT's personnel and the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the estimated charge to the COUNTY for the reimbursable expenses applicable to the contemplated Services to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly supply such estimate to the COUNTY based on CONSULTANT's good faith analysis. B.1.2. All Services to be performed by CONSULTANT pursuant to this Agreement shall be in conformance with the scope of services,which shall be described in a Work Order issued pursuant to the procedures described herein. Reference to the term Work Order herein, with respect to authorization of Services, includes all written Work Order Modifications or Amendments. B.1.3. All Services must be authorized in writing by the COUNTY in the form of a Work Order. CONSULTANT shall not provide any Services to the COUNTY unless and to the extent they are required in a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be at CONSULTANT'S own risk and the COUNTY shall have no liability for such Services. B.1.4. Upon issuance of a Work Order as aforesaid, CONSULTANT agrees to promptly provide the Services required thereby, in accordance with the terms of this Agreement and the subject Work Order. 2. COMPENSATION TO CONSULTANT B.2.1. Payments for Basic Services and Additional Basic Services as set forth herein or the Work Order shall be made upon presentation of the CONSULTANT'S invoice approved by the COUNTY. B.2.2. Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of"laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. Page 22 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 C,1,tl 16E3 B,2.3. For the Services provided for in this Agreement, the COUNTY agrees to make payments to CONSULTANT based upon CONSULTANT's Direct Labor Costs and Reimbursable Expenses or as a Lump Sum. B.2.4. ©Time and Material Fees: Direct Labor Costs mean the actual salaries and wages (basic, premium and incentive) paid to CONSULTANT's personnel, with respect to this Agreement, including all indirect payroll related costs and fringe benefits, all in accordance with and not in excess of the rates set forth in the Attachment 1 to this Schedule B. With each monthly Application for Payment, CONSULTANT shall submit detailed time records, and any other documentation reasonably required by the COUNTY, regarding CONSULTANT's Direct Labor Costs incurred at the time of billing, to be reviewed and approved by the COUNTY. There shall be no overtime pay without the COUNTY's prior written approval. B.2.4.1. For Additional Services provided pursuant to Article 2 of the Agreement, if any, the COUNTY 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 B.3.4.1 below. There shall be no overtime pay on Additional Services without the COUNTY's prior written approval. B.2.4.2. Notwithstanding anything herein to the contrary, in no event may CONSULTANT's monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable not to exceed task(s) limits by the percentage the COUNTY has determined CONSULTANT has completed such task as of that particular monthly billing. B.2.5. ■ Lump Sum Fees: The fees noted in the Work Order shall constitute the lump sum amount to be paid to CONSULTANT for the performance of the Services. CONSULTANT shall submit to the COUNTY as part of its monthly invoice a progress report reflecting the status, in terms of the total work effort estimated to be required for the completion of the Services authorized under the Work Order 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 1.... percentage complete of each item. There shall be no overtime pay without the COUNTY's prior written approval. B.2.6. For Additional Services provided pursuant to Article 2 of the Agreement, the COUNTY 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 provisions of Section 3 below. There shall be no overtime pay on Services or Additional Services without COUNTY's prior written approval. B.2.7. 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 a particular Work Order or Additional Services, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. B.2.8. The CONSULTANT agrees to furnish to the COUNTY, after the end of each calendar month, or as specified in the Work Order, statement of charges for the Services performed and Page 23 of 33 PSA Fixed Term Continuing Contract 2017.009 Vcr.2 16E3 rendered by CONSULTANT during that time period, and for any the COUNTY authorized reimbursable expenses as herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly statement shall be in such form and supported by such documentation as may be required by the COUNTY. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one (1) invoice per month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in a form and manner required by the COUNTY. B.2.9. 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.2.10. 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 the COUNTY, pending resolution of the dispute provided that the COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are due and payable. 3. REIMBURSABLE EXPENSES B.3.1. Payments for Additional Services of CONSULTANT as defined in Section 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B.3.2. The CONSULTANT shall obtain the prior written approval of the COUNTY before incurring any reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. B.3.3. The COUNTY agrees to reimburse CONSULTANT for all necessary and reasonable reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S performance of the Services, at its direct cost with no markup; to the extent such reimbursement is permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth in this Agreement. Reimbursable expenses shall be invoiced for the expenditures incurred by the CONSULTANT as stated below. 5.3.3.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications including duplicate sets at the completion of each Work Order for the COUNTY's review and approval. 5.3.3.2. Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by the COUNTY. Such expenses, if approved by the COUNTY, may include coach airfare, standard accommodations and meals, all in accordance with Section 112.061, F.S. Further, such expenses, if approved by the COUNTY, may include mileage for trips that are from/to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded. 5.3.3.3. Expense of overtime work requiring higher than regular rates approved in advance and in writing by the COUNTY. Page 24 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 16E3 5.3.3.4. Permit Fees required by the Project. 5.3.3.5. Expense of models for the COUNTY's use. 5.3.3.6. Fees paid for securing approval of authorities having jurisdiction over the Work Order required under the applicable Work Order. 5.3.3.7. Other items on request and approved in writing by the COUNTY. 5.3.4. The CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. 5.3.5. Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. f•• Page 25 of 33 PSA Fixed Tenn Continuing Contract 2017.009 Ver.2 1 6 E 3 SCHEDULE B -ATTACHMENT 1 RATE SCHEDULE Title Hourly Rate Principal _ $238 Senior Project Manager $201 Project Manager $165 Senior Engineer $175 Engineer $136 Senior Inspector $117 Inspector $96 Senior Planner $164 Planner $130 Senior Designer $128 Designer $109 Environmental Specialist $120 Senior Environmental Specialist $156 Scientist/Geologist _ $115 Senior Scientist/Geologist $156 Marine Biologist/Hydrogeologist $133 Senior Marine Biologist/Hydrogeologist $169 Senior GIS Specialist $149 GIS Specialist - $114 Clerical/Administrative $73 Senior Technician $102 Technician $83 Surveyor and Mapper $142 CADD Technician $95 Survey Crew- 2 man $152 Survey Crew- 3 man $185 Survey Crew -4 man $218 Senior Architect $177 Architect $148 The above hourly rates are applicable to Time and Materials task(s) only. The above list may not be all inclusive. Hourly rates for additional categories required to provide particular project services shall be mutually agreed upon by the County and firm, in writing, on a project by project basis, as needed, and will be set forth in the Work Order agreed upon by the parties. li ■ Grant Funded: The above hourly rates are for purposes of providing estimate(s), as required by the grantor agency. Page 26 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 1 6E 3 SCHEDULE C INSURANCE COVERAGE 1. The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self-insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self-insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self-insured retentions or deductibles will be CONSULTANT'S sole responsibility. 2. The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. 3. Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the COUNTY or as specified in this Agreement, whichever is longer. 4. Certificates of insurance acceptable to the COUNTY shall be filed with the COUNTY 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 policies required shall be provided to the COUNTY, on a timely basis, if requested by the COUNTY. 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 COUNTY. CONSULTANT shall also notify the COUNTY, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. 5. All insurance coverages of the CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY applicable to this Project. 6. The acceptance by the COUNTY of any Certificate of Insurance does not constitute approval or agreement by the COUNTY 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 to the limi ts sp ecified in completion of the subconsultant s services, insurance of the types andp this Section except to the extent such insurance requirements for the subconsultant are expressly waived in writing by the COUNTY. 8. Should at any time the CONSULTANT not maintain the insurance coverages required herein, the COUNTY 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 the COUNTY for such costs within thirty (30) days after demand, Page 27 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 (:A 16E3 the COUNTY has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the COUNTY 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 CONSULTANT shall furnish to the COUNTY, 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 COUNTY with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and the COUNTY may terminate the Agreement for cause. 10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY. Required by this Agreement? (� Yes 1 No 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 - The coverage must include Employers' Liability with a minimum limit of$1,000,000 for each accident. The insurance company shall waive all claims rights against the COUNTY and the policy shall e so endorsed. 11. United States Longshoreman's and Harbor Worker's Act coverage shall be maintained where applicable to the completion of the work. Required by this Agreement? ❑Yes 0 No 12. Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Required by this Agreement? n Yes n No 13. COMMERCIAL GENERAL LIABILITY. Required by this Agreement? ICI Yes Li No A. 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 Page 28 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 16E3 maintained for a period of not less than five (5) years following the completion and acceptance by the COUNTY of the work under this Agreement. Limits of Liability shall not be less than the following: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $2,000,000 aggregate. B. The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self-insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his/her designee. 14. Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an "Additional Insured" on the Insurance Certificate for Commercial General Liability where required. The insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 15. Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. ( Required by this Agreement? I I Yes ICI No 16. Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Required by this Agreement? I-1 Yes No 17. AUTOMOBILE LIABILITY INSURANCE. Required by this Agreement? U Yes Lj No Business Auto Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-The ownership. 18. TECHNOLOGY ERRORS and OMISSIONS INSURANCE. Required by this Agreement? [1 Yes ■ No Page 29 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 �Za1'1 16E3 Technology Errors and Omissions Insurance: Coverage shall have minimum limits of $ Per Occurrence. 19. CYBER INSURANCE. Required by this Agreement? ^ Yes ■ No Cyber Insurance: Coverage shall have minimum limits of$ Per Occurrence. 20. UMBRELLA LIABILITY. A. 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. B. 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. 21. PROFESSIONAL LIABILITY INSURANCE. Required by this Agreement? ■ Yes L] No A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under this insurance. Such insurance shall have limits of not less than $1,000,000 each claim and aggregate. B. Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the COUNTY. C. 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 COUNTY. D. The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or the COUNTY, 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 the COUNTY of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify the COUNTY 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 the COUNTY. Page 30 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 11:.rtr� 16E3 22. VALUABLE PAPERS INSURANCE. 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. 23. PROJECT PROFESSIONAL LIABILITY. A. If the COUNTY notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with THE COUNTY and the COUNTY'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 the COUNTY. Should no credit accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a credit on behalf of the COUNTY 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. B. The CONSULTANT agrees to provide the following information when requested by the COUNTY or the COUNTY's Project Manager: 1. The date the professional liability insurance renews. 2. Current policy limits. 3. Current deductibles/self-insured retention. 4. Current underwriter. 5. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. 6. Cost of professional insurance as a percent of revenue. 7. Affirmation that the design firm will complete a timely project errors and omissions application. C. If the COUNTY elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and the COUNTY will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. END OF SCHEDULE C Page 31 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 16E3 phis schedule is not applicable SCHEDULE D TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Negotiation Act, Section 287.055, Florida Statutes, Bridging Solutions, LLC (company's name) 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 "Professional Services Library- Structural Engineering Category 17 project is accurate, complete and current as of the time of contracting. BY: ~ 4 `` : " TITLE: q DATE: 3 zdoz. • 1'. Page 32 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 16E3 SCHEDULE E Other: Federal Contract Provisions (FEMA& FHWA) (Description) UPI following this page (pages through 32 ) I I this schedule is not applicable 1 it 4l4' II Page 33 of 33 PSA Fixed Term Continuing Contract 2017.009 Ver.2 16E3 EXHIBIT I.A FEDERAL CONTRACT PROVISIONS (FEMA& FHWA) This project activity is funded in whole or in part by the Federal Government, or an Agency thereof. Federal Law requires that the Applicant's contracts relating to the project include certain provisions. Per uniform requirements of federal awards (2 CFR Part 200.23) the definition of CONTRACTOR is an entity that receives a contract(including a purchase order). Compliance with Federal Law,Regulations and Executive Orders:The Sub-Recipient(County)agrees to include in the subcontract that (i) the subcontractor is bound by the terms of the Federally-Funded Subaward and Grant Agreement, (ii) the subcontractor is bound by all applicable state and Federal laws and regulations, and (iii) the subcontractor shall hold the Division and Sub-Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement,to the extent allowed and required by law. Specifically, the Contractor shall be responsible for being knowledgeable and performing any and all services under this contract in accordance with the following governing regulations along with any and all other relevant Federal, State, and local laws, regulations, codes and ordinances: UNITED STATES DEPARTMENT OF HOMELAND SECURITY FEDERAL EMERGENCY MANAGEMENT AGENCY PUBLIC ASSISTANCE PROGRAM CDFA 97.036 o 2 C.F.R. Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards O 44 C.F.R. Part 206 o The Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 93-288, as amended,42 U.S.C.5121 et seq., and Related Authorities o FEMA Public Assistance Program and Policy Guide,2017(in effect for incidents declared on or after April 1,2017) FEMA Access to Records:(1)The contractor agrees to provide the County,the FEMA Administrator,the Comptroller General of the United States, or any of their authorized representative's 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. (2) 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. (3) The contractor agrees to provide the FEMA Administrator or his authorized representatives'access to construction or other work sites pertaining to the work being completed under the contract. Administrative, Contractual, or Legal Remedies (over$150,000): Unless otherwise provided in this contract, all claims, counter-claims, disputes and other matters in question between the local govemment and the contractor, arising out of or relating to this contract, or the breach of it,will be decided by arbitration,if the parties mutually agree, or in a Florida court of competent jurisdiction. Byrd Anti-Lobbying Amendment(31 U.S.C.§1352[as amended]);(over$100,000): Contractors who apply or bid for an award of$100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract,grant,or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award.Such disclosures are forwarded from tier to tier up to the recipient." Changes: See Standard Purchase Order Terms and Conditions. Clean Air Act and Federal Water Pollution Control Act(over$150,000): (1)The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended,42 U.S.C.§7401 et seq. (2)The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. (3)The contractor agrees to report each violation to the County and understands and agrees that the County will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection FCP-1 1 6E 3 EXHIBIT I.A FEDERAL CONTRACT PROVISIONS (FEMA & FHWA) Agency Regional Office. (4) The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) (over $100,000): Where applicable, all contracts awarded by the solicitor in excess of$100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C.3702 and 3704,as supplemented by Department of Labor regulations (29 CFR Part 5). (1) Overtime requirements.No contractor or subcontractor contracting for any part of the contract work which may require or Involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph(1)of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages, In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), 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 (1) of this section, in the sum of$10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph(1)of this section. (3) Withholding for unpaid wages and liquidated damages.The(write in the name of the Federal agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld,from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act,which is held by the same prime contractor,such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2)of this section. (4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph(1)through(4)of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs(1)through(4)of this section." Contracting with small and minority businesses,women's business enterprises,and labor surplus area firms §200.321 (a) The Solicitor must take all necessary affirmative steps to assure that minority businesses, women's business enterprises,and labor surplus area firms are used whenever possible. (b)Affirmative steps must include: (1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; (2)Assuring that small and minority businesses,and women's business enterprises are solicited whenever they are potential sources; (3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses,and women's business enterprises; (4)Establishing delivery schedules,where the requirement permits,which encourage participation by small and minority businesses,and women's business enterprises; (5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and (6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs(1)through(5)of this section. FCP-2 16E3 EXHIBIT I.A FEDERAL CONTRACT PROVISIONS (FEMA & FHWA) Debarment and Suspension:(1)This contract is a covered transaction for purposes of 2 C.F.R.pt. 180 and 2 C.F.R. pt. 3000. As such the contractor is required to verify that none of the contractor, its principals(defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905)are excluded (defined at 2 C.F.R. § 180.940)or disqualified (defined at 2 C.F.R.§180.935). (2)The contractor must comply with 2 C.F.R.pt.180,subpart C and 2 C.F.R.pt.3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (3)This certification is a material representation of fact relied upon by the County. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the County,the Federal Government may pursue available remedies,including but not limited to suspension and/or debarment.(4)The bidder or proposer agrees to comply with the requirements of 2 C.F.R.pt. 180, subpart C and 2 C.F.R. pt.3000,subpart C while this offer is valid and throughout the period of any contract that may arise from this offer.The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. DHS Seal, Logo,and Flags:The contractor shall not use the OHS seal(s), logos,crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. Energy Efficiency Standards: 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. Equal Employment Opportunity Clause (§60-1.4): Except as otherwise provided under 41 C.F.R. Part 60, all contracts that meet the definition of"federally assisted construction contract" in 41 C.F.R. §60-1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4. During the performance of this contract,the contractor agrees as follows: I. The contractor will not discriminate against any employee or applicant for employment because of race,color, ( religion,sex, sexual orientation, gender identity, or national origin.The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment, or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. II. The contractor will,in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion,sex,sexual orientation,gender identity,or national origin. III. The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing,or action,including an investigation conducted by the employer,or is consistent with the contractor's legal duty to furnish information. IV. The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer,advising the labor union or workers'representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. V. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules,regulations,and relevant orders of the Secretary of Labor. VI. The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965,and by the rules, regulations,and orders of the Secretary of Labor,or pursuant thereto,and will permit FCP-3 16E3 EXHIBIT LA FEDERAL CONTRACT PROVISIONS (FEMA& FHWA) access to his books,records,and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules,regulations,and orders. VII. In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation,or order of the Secretary of Labor,or as otherwise provided by law. VIII. The contractor will include the provisions of paragraphs(1)through(8)in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States. No Obligation by Federal Government:The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor,or any other party pertaining to any matter resulting from the contract. Procurement of Recovered Materials (§200.322) (Over $10,000): (1) In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA designated items unless the product cannot be acquired (i) Competitively within a timeframe providing for compliance with the contract performance schedule; (ii)Meeting contract performance requirements; or(iii)At a reasonable price. (2) Information about this requirement is available at EPA's Comprehensive Procurement Guidelines web site, httos://www.epa.qov/sm m/comprehensive-procurement-qu idei i ne-coo-p rog ram Program Fraud and False or Fraudulent Statements or Related Acts:The contractor acknowledges that 31 U.S.C. Chap. 38(Administrative Remedies for False Claims and Statements)applies to the contractors actions pertaining to this contract. Reporting: The contractor will provide any Information required to comply with the grantor agency requirements and regulations pertaining to reporting. It is important that the contractor is aware of the reporting requirements of the County, as the Federal or State granting agency may require the contractor to provide certain information, documentation,and other reporting in order to satisfy reporting requirements to the granting agency. Rights to Inventions Made Under a Contract or Agreement: If the Federal award meets the definition of"funding agreement" under 37 CFR §401.2 (a) and the County wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties,assignment or performance of experimental,developmental, or research work under that"funding agreement,"the County must comply with the requirements of 37 CFR Part 401, "Rights to and Cooperative Agreements,"androfit Organizations any implementing egu rd egulations Business ssued byrrms the warding agency.der Government nt Grants,Contracts Termination: Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement,the County may terminate said Agreement for cause;further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non- performance. In the event that the County terminates this Agreement,Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination.The Contractor shall not be entitled to any other or further recovery against the County,including,but not limited to,any damages or any anticipated profit on portions of the services not performed. IrI I'. FCP-4 1 6E EXHIBIT LA FEDERAL CONTRACT PROVISIONS (FEMA & FHWA) UNITED STATES DEPARTMENT OF FEDERAL HIGHWAY ADMINISTRAION FEDERAL-AID TERMS FOR PROFESSIONAL SERVICES CONTRACTS CFDA 20.205 (375-040-84) The following terms apply to all contracts in which it is indicated that the services involve the expenditure of federal funds: A. It is understood and agreed that all rights of the Local Agency relating to inspection, review, approval, patents, copyrights,and audit of the work,tracing,plans,specifications,maps,data,and cost records relating to this Agreement shall also be reserved and held by authorized representatives of the United States of America. B.All tracings,plans,specifications, maps, computer files and/or reports prepared or obtained under this Agreement, as well as all data collected,together with summaries and charts derived therefrom,will be considered works made for hire and will become the property of the Agency upon completion or termination without restriction or limitation on their use and will be made available,upon request,to the Agency at any time during the performance of such services and/or completion or termination of this Agreement.Upon delivery to the Agency of said document(s),the Agency will become the custodian thereof in accordance with Chapter 119, Florida Statutes.The Consultant will not copyright any material and products or patent any invention developed under this agreement.The Agency will have the right to visit the site for inspection of the work and the products of the Consultant at any time. C. It is understood and agreed that, in order to permit federal participation, no supplemental agreement of any nature may be entered into by the parties hereto with regard to the work to be performed hereunder without the approval of the U.S. Department of Transportation,anything to the contrary in this Agreement notwithstanding. D. The consultant shall provide access by the Florida Department of Transportation (recipient), the Agency (subrecipient), the Federal Highway Administration, the U.S. Department of Transportation's Inspector General, the Comptroller General of the United States, or any of their duly authorized representatives to any books, documents, papers, and records of the consultant which are directly pertinent to that specific contract for the purpose of making audit,examination,excerpts,and transcriptions. E. Compliance with Regulations: The Consultant shall comply with the Regulations: relative to nondiscrimination in Federally-assisted programs of the U.S. Department of Transportation Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time,(hereinafter referred to as the Regulations),which are herein incorporated by reference and made a part of this Agreement. F. Nondiscrimination:The Consultant,with regard to the work performed during the contract,shall not discriminate on the basis of race, color, national origin, sex, age, disability, religion or family status in the selection and retention of subcontractors,including procurements of material and leases of equipment.The Consultant shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations,including employment practices when the contract covers a program set forth in Appendix B of the Regulations. G. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations made by the Consultant, either by competitive bidding or negotiation for work to be performed under a subcontract, including procurements of materials and leases of equipment, each potential subcontractor or supplier shall be notified by the Consultant of the Consultant's obligations under this contract and the Regulations relative to nondiscrimination on the basis of race,color, national origin,sex, age,disability, religion or family status. H. Information and Reports: The Consultant will provide all information and reports required by the Regulations, or directives issued pursuant thereto,and shall permit access to its books,records,accounts,other sources of information, and its facilities as may be determined by the Local Agency, Florida Department of Transportation, Federal Highway Administration, Federal Transit Administration, Federal Aviation Administration, and/or Federal Motor Carrier Safety Administration to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of the Consultant is in the exclusive possession of another who fails or refuses to furnish this information,the Consultant shall so certify to the Local Agency,Florida Department of Transportation,Federal Highway Administration,Federal Transit Administration,Federal Aviation Administration,and/or the Federal Motor Carrier Safety Administration as appropriate,and shall set forth what efforts it has made to obtain the information. FCP-5 I': 1 6E 3 EXHIBIT I.A FEDERAL CONTRACT PROVISIONS (FEMA & FHWA) I. Sanctions for Noncompliance: In the event of the Consultant's noncompliance with the nondiscrimination provisions of this contract,the Local Agency shall impose such contract sanctions as it or the Florida Department of Transportation, Federal Transit Administration, Federal Aviation Administration, and/or Federal Motor Carrier Safety Administration may determine to be appropriate, including, but not limited to, 1.withholding of payments to the Consultant under the contract until the Consultant complies and/or 2.cancellation,termination or suspension of the contract, in whole or in part. J.Incorporation or Provisions:The Consultant will include the provisions of Paragraph C through Kin every subcontract, including procurements of materials and leases of equipment unless exempt by the Regulations,order,or instructions issued pursuant thereto.The Consultant shall take such action with respect to any subcontract or procurement as the Local Agency, Florida Department of Transportation, Federal Highway Administration, Federal Transit Administration, Federal Aviation Administration, and/or the Federal Motor Carrier Safety Administration may direct as a means of enforcing such provisions,including sanctions for noncompliance.In the event a Consultant becomes involved in,or is threatened with,litigation with a subconsultant or supplier as a result of such direction,the Consultant may request the Local Agency to enter into such litigation to protect the interests of the Local Agency, and, in addition,the Consultant may request the United States to enter into such litigation to protect the interests of the United States. K. Compliance with Nondiscrimination Statutes and Authorities: Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq.,78 stat.252),(prohibits discrimination on the basis of race,color, national origin); and 49 CFR Part 21; The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex);Section 504 of the Rehabilitation Act of 1973,(29 U.S.C.§794 et seq.),as amended,(prohibits discrimination on the basis of disability); and 49 CFR Part 27;The Age Discrimination Act of 1975, as amended, (42 U.S.C. §6101 et seq.), (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982, (49 USC § 471, • Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act of 1987,(PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964,The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973,by expanding the definition of the terms"programs or activities"to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors,whether such programs or activities are Federally funded or not);Titles II and III of the Americans with Disabilities Act,which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities(42 U.S.C. §§ 12131--12189)as implemented by Department of Transportation regulations at 49 C.F.R.parts 37 and 38;The Federal Aviation Administration's Non-discrimination statute(49 U.S.C.§47123)(prohibits discrimination on the basis of race, color,national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures non-discrimination against minority populations by discouraging programs,policies,and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations;Executive Order 13166,Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency(LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs(70 Fed. Reg. at 74087 to 74100);Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities(20 U.S.C. 1681 et seq). L. Interest of Members of Congress: No member of or delegate to the Congress of the United States will be admitted to any share or part of this contract or to any benefit arising therefrom. M. Interest of Public Officials: No member, officer, or employee of the public body or of a local public body during his tenure or for one year thereafter shall have any interest,direct or indirect,in this contract or the proceeds thereof. For purposes of this provision,public body shall Include municipalities and other political subdivisions of States;and public corporations,boards,and commissions established under the laws of any State. N.Participation by Disadvantaged Business Enterprises:The Consultant shall agree to abide by the following statement from 49 CFR 26.13(b).This statement shall be included in all subsequent agreements between the Consultant and any subconsultant or contractor. 1.The Consultant,sub recipient or subcontractor shall not discriminate on the basis of race,color,national origin, or sex in the performance of this contract.The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the Consultant to carry out these FCP-6 ll _ Cnc� 1bE3 EXHIBIT I.A FEDERAL CONTRACT PROVISIONS (FEMA & FHWA) requirements is a material breach of this contract, which may result in termination of this contract or other such remedy as the recipient deems appropriate. O. It is mutually understood and agreed that the willful falsification, distortion or misrepresentation with respect to any facts related to the project(s)described in this Agreement is a violation of the Federal Law.Accordingly, United States Code,Title 18, Section 1020, is hereby incorporated by reference and made a part of this Agreement. P.It Is understood and agreed that if the Consultant at any time learns that the certification it provided the Local Agency in compliance with 49 CFR, Section 26.51,was erroneous when submitted or has become erroneous by reason of changed circumstances,the Consultant shall provide immediate written notice to the Local Agency. It is further agreed that the clause titled"Certification Regarding Debarment,Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction" as set forth in 49 CFR, Section 29.510, shall be included by the Consultant in all lower tier covered transactions and in all aforementioned federal regulation. Q.The Local Agency hereby certifies that neither the consultant nor the consultant's representative has been required by the Local Agency, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this contract,to 1. employ or retain,or agree to employ or retain, any firm or person,or 2.pay,or agree to pay,to any firm,person,or organization,any fee,contribution,donation,or consideration of any kind; The Local Agency further acknowledges that this agreement will be furnished to a federal agency, in connection with this contract involving participation of Federal-Aid funds, and is subject to applicable State and Federal Laws, both criminal and civil. R.The Consultant hereby certifies that it has not: 1. employed or retained for a commission, percentage,brokerage, contingent fee,or other consideration,any firm or person(other than a bona fide employee working solely for the above contractor)to solicit or secure this contract; 2. agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this contract;or 3. paid, or agreed to pay, to any firm, organization or person(other than a bona fide employee working solely for the above contractor) any fee contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out the contract. The consultant further acknowledges that this agreement will be furnished to the Local Agency,the State of Florida Department of Transportation and a federal agency in connection with this contract involving participation of Federal-Aid funds,and is subject to applicable State and Federal Laws, both criminal and civil. S. The Consultant shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. T. A determination of allowable costs in accordance with the Federal cost principles will be performed for services rendered under the contract. U. Disadvantaged Business Enterprise(DBE)and Bid Opportunity(49 CFR 26): The Contractor shall comply with applicable solicitations and contracts as defined in the State's approved DBE program. The Contractor will submit an Anticipated DBE Participation Statement and a Bidders Opportunity List. The Florida Department of Transportation began its DBE race neutral program January 1, 2000. Contract specific goals are not placed on Federal/State assisted contracts; however, FDOT currently has an overall program goal of 10.65% goal it must achieve. FCP-7 1 6 E 3 EXHIBIT I.A FEDERAL CONTRACT PROVISIONS (FEMA & FHWA) Prompt Payments:Meet the requirements of 9-5 for payments to all DBE subcontractors.See Federal Provisions and Assurances FDOT Form 275-030-11 —DBE Bid Package Information. STATE PROVISIONS Convicted Vendor and Discriminatory Vendors List: Those who have been placed on the convicted vendor list following a conviction for a public entity crime or on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity,may not be awarded or perform work as a contractor,supplier,subcontractor,or consultant under a contract with a public entity,and may not transact business with any public entity in excess of$25,000.00 for a period of 36 months from the date of being placed on the convicted vendor list or on the discriminatory vendor list. Discriminatory Vendors List:In accordance with Section 287.134,Florida Statutes,an entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity,may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor,supplier,subcontractor,or consultant under a contract with any public entity,and may not transact business with any public entity. Equal Employment Opportunity: The Contractor shall not discriminate against any employee or applicant for employment because of race,age,creed,color,sex or national origin.The Agency will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, age, creed, color, sex, or national origin. Such action shall include, but not be limited to, the following: Employment upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training,including apprenticeship.Contractors must insert a similar provision in all subcontracts, except subcontracts for standard commercial supplies or raw materials. EVerify:Collier County will not intentionally award County contracts and purchase orders to any vendor who knowingly employs unauthorized alien workers,constituting a violation of the employment provision contained In 8 U.S.C.Section 1324 a(e)Section 274A(e)of the Immigration and Nationality Act("INA").Collier County may consider the employment by any vendor of unauthorized aliens as a violation of Section 274A(e)of the INA. Such violation by the recipient of the Employment Provisions contained in Section 274A(e)of the INA shall be grounds for unilateral termination of the contract by Collier County. This certification is required and is to be signed by an authorized official of the company and submitted prior to release of a purchase order. The Vendor attests that it is fully compliant with all applicable immigration laws(specifically to the 1986 Immigration Act and subsequent Amendment(s))and agrees to comply with the requirements of the E-Verify system operated by the Department of Homeland Security in partnership with the Social Security Administration. a) Shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Agency during the term of the Agreement; and b) Shall expressly require any contractors, subcontractors or vendors performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the contractor or subcontractor during the Agreement term. Inspector General Cooperation: The Parties agree to comply with Section 20.055(5), Florida Statutes, for the inspector general to have access to any records,data and other information deemed necessary to carry out his or her duties and incorporate Into all subcontracts the obligation to comply with Section 20.055(5), Florida Statutes. Lobbying: No funds received pursuant to this Agreement may be expended for lobbying the Legislature,the judicial branch or any state agency. Local Agency Program Agreement Required Language: Discriminatory Vendors List: In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the Discriminatory Vendor List,kept by the Florida Department of Management Services,may not submit a bid on a contract to provide goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor or consultant under a contract with any public entity;and may not transact business with any public entity. Indemnification: The Agency agrees to include the following indemnification in all contracts with contractors / subcontractors,or consultants/subconsultants who perform work in connection with this Agreement:"To the fullest FCP-8 16E3 EXHIBIT I.A FEDERAL CONTRACT PROVISIONS (FEMA & FHWA) extent permitted by law, the Agency's contractor shall indemnify and hold harmless_the Agency, the State of Florida, Department of Transportation,and its officers and employees,from liabilities,damages, losses and costs, including, but not limited to, reasonable attorney's fees,to the extent caused by the negligence, recklessness or intentional wrongful misconduct of the contractor and persons employed or utilized by the contractor in the performance of this Contract." Inspector General Cooperation: The Parties agree to comply with Section 20.055(5), Florida Statutes, for the inspector general to have access to any records,data and other information deemed necessary to carry out his or her duties and incorporate into all subcontracts the obligation to comply with Section 20.055(5), Florida Statutes. Prohibited Interest: A)"No member, officer or employee of the Agency or of the locality during his tenure or for 2 years thereafter shall have any interest,direct or indirect,in this contract or the proceeds thereof." B)"No member or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or any benefit arising therefrom." Local Government Prompt Payment Act (Chapter 218 F.S.): The Contractor acknowledges that construction services purchased by a local governmental entity which are paid for,in whole or in part,with federal funds are subject to federal grantor laws and regulations or requirements. See 218.735(8)(a-h)Local Government Prompt Payment Act. Record Retention: The contractor shall maintain and retain sufficient records demonstrating its compliance with the terms of the Agreement for a period of at least five(5)years after final payment is made and shall allow the County, FDEM,or its designee's access to such records upon request. FCP-9 1bE3 EXHIBIT LB GRANT CERTIFICATIONS AND ASSURANCES GRANT CERTIFICATIONS AND ASSURANCES THE FOLLOWING DOCUMENTS NEED TO BE RETURNED WITH SOLICIATION DOCUMENTS BY DEADLINE TO BE CONSIDERED RESPONSIVE Exhibit II Page Form 2, 3 Form 275-030-11 DBE Bid Package Information 4, 5 Collier County Anticipated DBE Participation Statement, Part I and II 6 Form 375-030-30 Truth in Negotiation Certification 7 Form 375-030-32 Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transactions for Federal Aid Contracts 8 Form 375-030-33 Certification for Disclosure of Lobbying Activities on Federal Aid Contracts 9, 10 Form 375-030-34 Certification for Disclosure of Lobbying Activities. 11-22 Form 375-030-50 Conflict of Interest/Confidentiality Certification (Exhibit)LB— 1 ,r 16E3 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 275-030-11 DBE BID PACKAGE INFORMATION EQUAL OPPORTUNITY OFFICE 0/17 Page 1 of 2 DBE Utilization The Department began its DBE race neutral program January 1, 2000. Contract specific goals are not placed on Federal/State contracts; however, the Department has an overall 10.65% DBE goal it must achieve. In order to assist contractors in determining their DBE commitment level, the Department has reviewed the estimates for this letting. As you prepare your bid, please monitor potential or anticipated DBE utilization for contracts. When the low bidder executes the contract with the Department, information will be requested of the contractor's DBE participation for the project. While the utilization is not mandatory in order to be awarded the project, continuing utilization of DBE firms on contracts supports the success of Florida's DBE Program, and supports contractors' Equal Employment Opportunity and DBE Affirmative Action Programs. Any project listed as 0% DBE availability does not mean that a DBE may not be used on that project. A 0% DBE availability may have been established due to any of the following reasons: limited identified subcontracting opportunities, minimal contract days, and/or small contract dollar amount. Contractors are encouraged to identify any opportunities to subcontract to DBE's. Please contact the Equal Opportunity Office at(850)414-4747 if you have any questions regarding this information. Forms may be downloaded at: www.dot.state.fl.us/proceduraldocuments/ . DBE Reporting If you are the prime contractor on a project, enter your DBE participation in the Equal Opportunity Compliance system prior to the pre-construction or pre-work conference for all federal and state funded projects. This will not become a mandatory part of the contract. It will assist the Department in tracking and reporting planned or estimated DBE utilization. During the contract,the prime contractor is required to report actual payments to DBE and MBE subcontractors through the web-based Equal Opportunity Compliance (EOC) system. All DBE payments must be reported whether or not you initially planned to utilize the company. In order for our race neutral DBE Program to be successful, your cooperation is imperative. If you have any questions, please contact EOOHelp@dot.state.fI.us. Bid Opportunity List The Federal DBE Program requires States to maintain a database of all firms that are participating or attempting to participate on FDOT-assisted contracts. The list must include all firms that bid on prime contracts or bid or quote subcontracts on FDOT-assisted projects, including both DBE's and non-DBEs. Please complete the Bidders Opportunity List through the Equal Opportunity Compliance system within 3 business days of submission of the bid or proposal for ALL subcontractors or sub-consultants who quoted to you for specific project for this letting. The web address to the Equal Opportunity Compliance system is: https://www3.dot.state.fl.us/EqualOpportunityCompliance/Account.aspx/Logl n?ReturnUrl=%2fEqualOppor tunitvCompliance%2f 16E3 275-030-11 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION EQUAL OPPORTUNITY OFFICE DBE BID PACKAGE INFORMATION of2 2 Page TIC 2 DBE/AA Plans DBE Affirmative Action Plan (FDOT Contractors bidding on FDOT contracts are to have an approved Form 275-030-11 B) on file with the FDOT Equal Opportunity Office before execution of a contract. DBE/AA Plans must be received with the contractors bid or received by the Equal Opportunity Office prior to the award of the contract. Plans are approved by the Equal Opportunity Office in accordance with Ch. 14-78, Florida Administrative Code. Plans that do not meet these mandatory requirements may not be approved. Approvals are for a (3) three year period and should be updated at anytime there is a change in the company's DBE Liaison Officer and/or President. Contractors may evidence adoption of the DBE/AA Policy and Plan and/or a change in the designated DBE Liaison officer as follows: • Print the first page of the document on company stationery ("letterhead") that indicates the company's name, mailing address, phone number, etc. • Print the company's name in the space; next to"Date" print the month/day/year the policy is being signed; record the signature of the company's Chief Executive Officer, President or Chairperson in the space next to"by" and print the full first and last name and position title of the official signing the policy. • Print the DBE Liaison's full name, email address, business mailing address and phone number the bottom of email. E-mail the completed and signed DBE AA Plan to: eeoforms@dot.state.fl.us. The Department will review the policy, update department records and issue a notification of approval or disapproval; a copy of the submitted plan will not be returned to the contractor. l^. lllE' I;. I'. I• 16E3 COLLIER COUNTY ANTICIPATED DISADVANTAGED, MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT Status will be verified. Unverifable statuses will require the Vendor/Prime Contractor to either provide a revised statement or provide source documentation that validates a status. Contractor means an entity that receives a contract. d fi w�- � —'ME NAME `� CONTRACT DOLLAR AMOUNT it PRIME NAME PRIME FEID NUMBER Bridging Solutions,LLC 22-3945570 TBD IS THE PRIME A FLORIDA-CERTIFIED DISADVANTAGED, VETERAN? Y ON IS THE ACTIVITY OF THIS CONTRACT, MINORITY OR WOMEN BUSINESS ENTERPRISE DBE? Y ❑N CONSTRUCTION? Y CE (DBE/MBE/WBE)? OR HAVE A SMALL DISADVANTAGED MBE? Y �N CONSULTATION? N BUSINESS 8A CERTIFICATION FROM THE SMALL BUSINESS OTHER? Y ADMINISTRATION? OR A SERVICE DISABLED VETERAN? WBE? Y LEI SDB 8A? Y N IS THIS SUBMISSION A REVISION? Y N IIF YES,REVISION NUMBER F ,1ME S UBCON° O OR lJ L E W pz.S D S V A D INORITY,WOMEN NED;S L BUSrNES5,CONCERN,015g IBEIDISABLED VETERA ,PRIM O L`FT?E I1SLNEXwTF ECT ONE ry DBE,MBE,WBE SUBCONTRACTOR OR SUPPLIER TYPE OF WORK OR ETHNICITY CODE SUB/SUPPLIER PERCENT OF CONTRACT VET,SMBBA NAME SPECIALTY (See Below) DOLLAR AMOUNT DOLLARS TOTALS: as {'�.'� r,�,r. ,r°..E=L`^� �x ^%'B�a�n,�� ' ..a�s.� :�"'4 ��€��`"'�;-�"",�. is ��'s rTa«x'�"E 4 , '{ t": C S .CTIOO I TO BE'GOIULETED,BI�,P IME VENDOR/Cp TRAtTO ^a 74 ; Xfbiz $.,a�."i'-,r t .s-, �,. kL,,t .,ri--,-6 r4-c4,4 ;, " ct-ilw," _ - NAME OF SUBMITTER DATE TITLE OF SUBMITTER 7/22/2019 Principal Ralph Verrastro — EMAIL ADDRESS OF PRIME(SUBMITTER) TELEPHONE NUMBER FAX NUMBER ralph@bridging-solutlons.com 239-216-1370 813-315-6778 NOTE:This information is used to track and report anticipated DBE or MBE participation in federally-funded contracts. The anticipated DBE or MBE amount is voluntary and will not become part of the contractual terms. This form must be submitted at time of response to a solicitation. If and when awarded a County contract,the prime will be asked to update the information for the grant compliance files. Black American BA` Hispanic American HA Native'Amerlcan NA Subcont.Asian American SAA "Asian-Pacific American APA Non-Minority Women NMW Other not of any other group listed 0 -� -3 Vl `'I 4 EOTO ®I;AP:, o :y a ,a F't OUi . - �� .� DEPARTMENT NAME COLLIER CONTRACT II(IFB/RFP or PO/REQ) GRANT PROGRAM/CONTRACT DATE ACCEPTED BY: ``)t 1 16E3 COLLIER COUNTY ANTICIPATED DISADVANTAGED, MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT Part 2 j DBE AWARDS/COMMITMENTS "` Prime A-C Sub Contractor D-F A B C D E F Breakdown by Ethnicity and Gender Total to DBE(Dollar Amount) Total to DBE(Number) Women Men Total Women Men Total Black American: $ - $ - $ - - - - Hispanic American: $ - $ - $ - - Native American: $ - $ - $ - Asian Pacific American: $ - $ $ - Subcontinent Asian American: $ - $ - $ - - - Non Minority: $ - $ - $ - - - - Total $ 0 - $ 0 - $ ( - 0 0 - 0 - C. SECTION TO BE-COMPLETED'BY PRIME VENDOR/CONTRACTOR . NAME OF SUBMITTER DATE ( I� 7/22/2019 Ralph Verrastro 7V'-Z_A— Z Printed Name Signature D. SECTION TO BE COMPLETED BY COLLIER'COUNTY ACCEPTED BY: DATE Printed Name Signature i fE f`f h:" ) 1 6E 3 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 375-030-30 TRUTH IN NEGOTIATION CERTIFICATION PROCURE ET 05/14 Pursuant to Section 287.055(5)(a), Florida Statutes, for any lump-sum or cost-plus-a-fixed fee professional services contract over the threshold amount provided in Section 287.017, Florida Statutes for CATEGORY FOUR,the Department of Transportation (Department) requires the Consultant to execute this certificate and include it with the submittal of the Technical Proposal, or as prescribed in the contract advertisement. The Consultant hereby certifies, covenants, and warrants that wage rates and other factual unit costs supporting the compensation for this project's agreement are accurate, complete, and current at the time of contracting. The Consultant further agrees that the original agreement price and any additions thereto shall be adjusted to exclude any significant sums by which the Department determines the agreement price was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. All such agreement adjustments shall be made within (1)year following the end of the contract. For purposes of this certificate,the end of the agreement shall be deemed to be the date of final billing or acceptance of the work by the Department, whichever is later. Bridging Solutions, LLC Name of(Consultant By: J��\ 7/22/2019 Date 1 6E 3 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 375-030-32 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, 11 PROCUREMENT NT INELIGIBILITY AND VOLUNTARY EXCLUSION- LOWER TIER COVERED TRANSACTIONS FOR FEDERAL AID CONTRACTS (Compliance with 2 CFR Parts 180 and 1200) It is certified that neither the below identified firm nor its principals are presently suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. Name of Consultant/Contractor: Bridging Solutions, LLC By: Ralph Verrastro Date: 7/22/2019 Title: Principal Instructions for Certification Instructions for Certification-Lower Tier Participants: (Applicable to all subcontracts, purchase orders and other lower tier transactions requiring prior FHWA approval or estimated to cost$25,000 or more-2 CFR Parts 180 and 1200) a. By signing and submitting this proposal,the prospective lower tier is providing the certification set out below. b.The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government,the department, or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. c.The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous by reason of changed circumstances. d.The terms"covered transaction,""debarred,""suspended,""ineligible,""participant,""person,""principal,"and"voluntarily excluded,"as used in this clause, are defined in 2 CFR Parts 180 and 1200.You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations."First Tier Covered Transactions"refers to any covered transaction between a grantee or subgrantee of Federal funds and a participant(such as the prime or general contract)."Lower Tier Covered Transactions" refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts). "First Tier Participant"refers to the participant who has entered into a covered transaction with a grantee or subgrantee of r r cipant" y participant who has entered Federal transs (such as action ction withhe prime or general contractor),a First Tier Participant orother Lower Tier Participants(suchsasnsubcontracto s and supplies) into a covered tr e.The prospective lower tier participant agrees by submitting this proposal that,should the proposed covered transaction be entered into,it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible,or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. f.The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction,"without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the $25,000 threshold. g.A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended,ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous.A participant is responsible for ensuring that its principals are not suspended, debarred,or otherwise ineligible to participate in covered transactions.To verify the eligibility of its principals,as well as the eligibility of any lower tier prospective participants,each participant may,but is not required to,check the Excluded Parties List System website (https://www.epls.gov/),which is compiled by the General Services Administration. h. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause.The knowledge and information of participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. i. Except for transactions authorized under paragraph e of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government,the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. 1 6E 3 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 375-030-33 CERTIFICATION FOR DISCLOSURE OF LOBBYING ACTIVITIES PROCUREMENT ENT ON FEDERAL-AID CONTRACTS (Compliance with 49CFR, Section 20.100 (b)) The prospective participant certifies, by signing this certification,that to the best of his or her knowledge and belief: (1) No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer 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. (2) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities", in accordance with its instructions. (Standard Form-LLL can be obtained from the Florida Department of Transportation's Professional Services Administrator or Procurement Office.) This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into, Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352,Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than$100,000 for each such failure. The prospective participant also agrees by submitting his or her proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts,which exceed$100,000 and that all such subrecipients shall certify and disclose accordingly. Name of Consultant: Bridging Solutions, LLC By: Ralph Verrastro Date: 7/22/2019 Authorized Signature: Title: Principal 1 6E 3 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 375-030-34 DISCLOSURE OF LOBBYING ACTIVITIES PROCUREMENT oENT Is this form applicable to your firm? YES ❑ NO l 1 If no,then please complete section 4 below for"Prime" 1.Type of Federal Action: 2.Status of Federal Action: 3. Report Type: a. contract a. bid/offer/application a. initial filing b. grant b. initial award b. material change c. cooperative agreement c. post-award For Material Change Only: d. loan Year: Quarter: e. loan guarantee Date of last report: f. loan insurance (mm/dd/yyyy) 4. Name and Address of Reporting Entity: 5. If Reporting Entity in No. 4 is a Subawardee, Enter Name and N Prime ❑ Subawardee Address of Prime: Tier , if known: Bridging Solutions, LLC 15863 Secoya Reserve Circle Naples, F) 34110 Congressional District, if known:4c Congressional District, if known: . 6. Federal Department/Agency: 7. Federal Program Name/Description: CFDA Number, if applicable: 8. Federal Action Number, if known: 9. Award Amount,if known: $ 10. a. Name and Address of Lobbying Registrant b. Individuals Performing Services (including address if (if individual, last name, first name, MI): different from No. 10a) (last name, first name, MI): 11. Information requested through this form is authorized by title 31 ` ,� p�(J U.S.C.section 1352.This disclosure of lobbying activities is a Signature: v 1 material representation of fact upon which reliance was placed by the tier above when this transaction was made or entered Print Name: Ralph Verrastro into.This disclosure Is required pursuant to 31 U.S.C.1352. This information will be available for public inspection.Any principal person who fails to file the required disclosure shall be subject Title: to a civil penalty of not less than$10,000 and not more than 239_216-1370 07/22/2019 $100,000 for each such failure. Telephone No.: Date(mm/dd/yyyy): I Authorized for Local Reproduction Federal,Use Only; Standard Form LLL(Rev.7-97) , 1; : , 1 6E 3 375-030-34 PROCUREMENT 04/14 Page 2 of 2 INSTRUCTIONS FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING ACTIVITIES This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient, at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352.The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence 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 a covered Federal action. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information. 1. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence the outcome of a covered Federal action. 2. Identify the status of the covered Federal action. 3. Identify the appropriate classification of this report. If this is a followup report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered Federal action. 4. Enter the fullname, address, city, State and zip code of the reporting entity. Include Congressional District, if known. Check the appropriate classification of the reporting entity that designates if it is, or expects to be, a prime or subaward recipient. Identify the tier of the subawardee, e.g.,the first subawardee of the prime is the 1st tier. Subawards include but are not limited to subcontracts, subgrants and contract awards under grants. 5. If the organization filing the report in item 4 checks"Subawardee,"then enter the full name, address, city, State and zip code of the prime Federal recipient. Include Congressional District, if known. 6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name, if known. For example, Department of Transportation, United States Coast Guard. 7. Enter the Federal program name or description for the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance(CFDA) number for grants, cooperative agreements, loans, and loan commitments. 8. Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e.g., Requestrant announcement number;the contract, o for Proposal (RFP) ;the ap licatiomber; tn/p for Bid (IFB) number;roposal control numbergassigned by the Federal agency). Include grant, or loan award number; pp p prefixes, e.g., "RFP-DE-90-001." 9. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitment for the prime entity identified in item 4 or 5. 10. (a) Enter the full name, address, city, State and zip code of the lobbying registrant under the Lobbying Disclosure Act of 1995 engaged by the reporting entity identified in item 4 to influence the covered Federal action. (b) Enter the full names of the individual(s) performing services, and include full address if different from 10(a). Enter Last Name, First Name, and Middle Initial (MI). 11. The certifying official shall sign and date the form, print his/her name, title, and telephone number. According to the Paperwork Reduction Act,as amended,no persons are required to respond to a collection of information unless it displays a valid OMB Control Number.The valid OMB control number for this information collection is OMB No.0348-0046.Public reporting burden for this collection of Information Is estimated to average 10 minutes per response,including time for reviewing instructions,searching existing data sources, gathering and maintaining the data needed,and completing and reviewing the collection of Information.Send comments regarding the burden estimate or any other aspect of this collection of information,including suggestions for reducing this burden,to the Office of Management and Budget,Paperwork Reduction Project(0348-0046),Washington,DC 20503. 1 6E 3 375 030.50 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PROCUREMENT CONFLICT OF INTEREST/CONFIDENTIALITY CERTIFICATION OGC-03J37 Information entered on this page will carry over to subsequent pages. When completed: Print this document to PDF by choosing File, Save as, and selection PDF as the file type (excluding page 1 from printing) or Print only the pages from the sections you need for signature using the printer icon buttons. Advertisement No.1 Description Financial Project Number(s) Solicitation No #18-7432-ST Structural Engineering • VERSIONS TECHNICAL REVIEW COMMITTEE/DOT TECHNICAL ADVISORS SELECTION COMMITTEE I ffl PUBLIC OFFICERS/EMPLOYEES I TECHNICAL REVIEW/AWARDS COMMITTEE FOR LOW BID PROJECTS CONSULTANT/CONTRACTOR SERVING IN THE ROLE OF PROJECT MANAGER CONSULTANT/CONTRACTOR I TECHNICAL ADVISORS ep I 1 6E 3 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 375-030-50 PROCUREMENT CONFLICT OF INTEREST/CONFIDENTIALITY CERTIFICATION OGC-03/17 TECHNICAL REVIEW COMMITTEE/DOT TECHNICAL ADVISORS I certify that I have no present conflict of interest on the projects identified below, and that I will recuse myself from any capacity of decision making,approval,disapproval,or recommendation of any consultant/contractor/vendor for selection on any contract if I have a conflict of interest or a potential conflict of interest.As set forth in Sections 112.313 and 334.193, Florida Statutes,employees of the Department may not have any interest,financial or otherwise,direct or indirect; engage in any business transaction or professional activity;or accept any obligation of any kind which is in conflict with the proper conduct of their duties in the public interest. I recognize that employees are expected to honor the ethical obligations inherent in public service.These obligations go beyond mere legal obligations and demand from the employee a greater sensitivity to his or her conduct,as well as the public's perception of such conduct. Employees are expected to safeguard their ability to make objective,fair, and impartial decisions, and therefore may not accept benefits of any sort under circumstances in which it could be inferred by a reasonable observer that the benefit was intended to influence a pending or future decision of theirs,or to reward a past decision. Employees should avoid any conduct(whether in the context of business, financial,or social relationships)which might undermine the public trust,whether or not that conduct is unethical or lends itself to the appearance of ethical impropriety. I will maintain the confidentiality of all information not made public by the Florida Department of Transportation("Department")related to the procurement of the above-referenced("Project")that I gain access to as a result of my involvement with the Project("Procurement Information"). I understand that Procurement Information includes, but is not limited to,documents prepared by or for the Department related to procurement of the Project. I also understand that Procurement Information includes,but is not limited to,documents submitted to the Department by entities seeking an award of the Project("Proposers"). I understand that Procurement Information may include documents submitted by Proposers related to letters of response/letters of interest,technical proposals,price proposals, financial proposals, and information shared during exempt meetings. I also understand that Procurement Information may also include documents that evaluate or review documents submitted by Proposers,and information regarding Project cost estimates. I also agree not to discuss the Project with anyone who is a member of or acting on behalf of a Proposer. Unless so ordered by a court of competent jurisdiction or an opinion of the Office of the Florida Attorney General, I will not divulge any Procurement Information except to individuals who have executed a Conflict of Interest/Confidentiality Certification which has been approved by the Department("Project Personnel"). I understand that a list of Project Personnel will be maintained by Department. If I am contacted by any member of the public or the media with a request for Procurement Information, I will promptly forward such request to the Department's Procurement Office. I will also maintain security and control over all documents containing Procurement Information which are in my custody. I agree not to solicit or accept gratuities, unwarranted privileges or exemptions,favors,or anything of value from any firm under consideration for an agreement associated with the Project,and I recognize that doing so may be contrary to statutes,ordinances,and rules governing or applicable to the Department or may otherwise be a violation of the law. I agree not to engage in bid tampering, pursuant to Section 838.22, Florida Statutes. I realize that violation of the above mentioned statutes would be punishable in accordance with Section 112.317, Section 334.193,or Section 838.22, Florida Statutes,and could result in disciplinary action by the Department. Advertisement No./ Description Financial Project Number(s) Solicitation No #18-7432-ST Structural Engineering Each undersigned individual agrees to the terms of this Conflict of Interest/Confidentiality Certification. Technical Review Committee Members: Printed Names Signatures Date 16E3 375-030-50 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PROCUREMENT CONFLICT OF INTEREST/CONFIDENTIALITY CERTIFICATION OGC-03/17 TECHNICAL REVIEW COMMITTEE/DOT TECHNICAL ADVISORS Additional Page Advertisement No./ Description Financial Project Number(s) Solicitation No Technical Review Committee Members: (Continued) Printed Names Signatures Date DOT Technical Advisors: Printed Names Signatures Date 1 It 16E3 375-030-50 PROCUREMENT STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION CONFLICT OF INTEREST/CONFIDENTIALITY CERTIFICATION 17 SELECTION COMMITTEE I certify that I have no present conflict of interest on the projects identified below, and that I will recuse myself from any capacity of decision making,approval,disapproval,or recommendation of any consultant/contractor/vendor for selection on any contract if I have a conflict of interest or a potential conflict of interest.As set forth in Sections 112.313 and 334.193,Florida Statutes,employees of the Department may not have any interest,financial or otherwise,direct or indirect;engage in any business transaction or professional activity;or accept any obligation of any kind which is in conflict with the proper conduct of their duties in the public interest. I recognize that employees are expected to honor the ethical obligations inherent in public service.These obligations go beyond mere legal obligations and demand from the employee a greater sensitivity to his or her conduct,as well as the public's perception of such conduct. Employees are expected to safeguard their ability to make objective,fair,and impartial decisions,and therefore may not accept benefits of any sort under circumstances in which it could be inferred by a reasonable observer that the benefit was intended to influence a pending or future decision of theirs,or to reward a past decision.Employees should avoid any conduct(whether in the context of business,financial,or social relationships)which might undermine the public trust,whether or not that conduct is unethical or lends itself to the appearance of ethical impropriety. I will maintain the confidentiality of all information not made public by the Florida Department of Transportation("Department")related to the procurement of the above-referenced("Project")that I gain access to as a result of my involvement with the Project("Procurement Information"). I understand that Procurement Information includes,but is not limited to,documents prepared by or for the Department related to procurement of the Project. I also understand that Procurement Information includes,but is not limited to,documents submitted to the Department by entities seeking an award of the Project("Proposers").I understand that Procurement Information may Include documents submitted by Proposers related to letters of response/letters of interest,technical proposals,price proposals, financial proposals, and information shared during exempt meetings.I also understand that Procurement Information may also include documents that evaluate or review documents submitted by Proposers,and information regarding Project cost estimates. I also agree not to discuss the Project with anyone who is a member of or acting on behalf of a Proposer. Unless so ordered by a court of competent jurisdiction or an opinion of the Office of the Florida Attorney General,I will not divulge any Procurement Information except to individuals who have executed a Conflict of Interest/Confidentiality Certification which has been approved by the Department("Project Personnel").I understand that a list of Project Personnel will be maintained by Department. If I am contacted by any member of the public or the media with a request for Procurement Information, I will promptly forward such request to the Department's Procurement Office. I will also maintain security and control over all documents containing Procurement Information which are in my custody. ons,favors,or anything of value from any I agree sid not to solicitn eept associated with thties, e Project,and I recognid privileges or ze that doing so may be contrary to statutes,rm under ordinances,and consideration for an agreement rules goveming or applicable to the Department or may otherwise be a violation of the law. I agree not to engage in bid tampering,pursuant to Section 838.22, Florida Statutes. I realize that violation of the above mentioned statutes would be punishable in accordance with Section 112.317, Section 334.193,and Section 838.22, Florida Statutes,and could result in disciplinary action by the Department.. Financial Project Number(s) Advertisement No./ Description Solicitation No #18-7432-ST Structural Engineering — P Each undersigned individual agrees to the terms of this Conflict of Interest/Confidentiality Certification. Selection Committee Members: Date: Signatures Printed Names 16E. 3 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 375 030-50 PROCUREMENT CONFLICT OF INTEREST/CONFIDENTIALITY CERTIFICATION 17 SELECTION COMMITTEE Additional Page Advertisement No./ Description Financial Project Number(s) Solicitation No Each undersigned individual agrees to the terms of this Conflict of Interest/Confidentiality Certification. Selection Committee Members: Printed Names Signatures I 1bE3 375-030-50 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PROCUREMENT CONFLICT OF INTEREST/CONFIDENTIALITY CERTIFICATION OGC-03/17 PUBLIC OFFICERS/EMPLOYEES I certify that I have no present conflict of interest on the projects identified below,and that I will recuse myself from any capacity of decision making, approval,disapproval,or recommendation of any consultant/contractor/vendor for selection on any contract if I have a conflict of interest or a potential conflict of interest.As set forth in Sections 112.313 and 334.193,Florida Statutes,public officers or employees of an agency may not have any interest,financial or otherwise,direct or indirect; engage in any business transaction or professional activity;or accept any obligation of any kind which is in conflict with the proper conduct of their duties in the public interest. I recognize that State of Florida public officers or employees of an agency are expected to honor the ethical obligations inherent in public service.These obligations go beyond mere legal obligations and demand from the public officer or agency employee a greater sensitivity to his or her conduct,as well as the public's perception of such conduct. State of Florida public officers or employees of an agency are expected to safeguard their ability to make objective,fair,and impartial decisions,and therefore may not accept benefits of any sort under circumstances in which it could be inferred by a reasonable observer that the benefit was intended to influence a pending or future decision of theirs,or to reward a past decision. Public officers or employees of an agency should avoid any conduct(whether in the context of business,financial,or social relationships)which might undermine the public trust,whether or not that conduct is unethical or lends itself to the appearance of ethical impropriety. I will maintain the confidentiality of all information not made public by the Florida Department of Transportation("Department')related to the procurement of the above-referenced("Project")that I gain access to as a result of my involvement with the Project("Procurement Information"). I understand that Procurement Information includes,but is not limited to,documents prepared by or for the Department related to procurement of the Project. I also understand that Procurement Information includes, but is not limited to,documents submitted to the Department by entities seeking an award of the Project("Proposers"). I understand that Procurement Information may include documents submitted by Proposers related to letters of response/letters of interest,technical proposals,price proposals, financial proposals, and information shared during exempt meetings.I also understand that Procurement Information may also include documents that evaluate or review documents submitted by Proposers,and information regarding Project cost estimates. I also agree not to discuss the Project with anyone who is a member of or acting on behalf of a Proposer. Unless so ordered by a court of competent jurisdiction or an opinion of the Office of the Florida Attorney General, I will not divulge any Procurement Information except to individuals who have executed a Conflict of Interest/Confidentiality Certification which has been approved by the Department("Project Personnel"). I understand that a list of Project Personnel will be maintained by Department. If I am contacted by any member of the public or the media with a request for Procurement Information, I will promptly forward such request to the Department's Procurement Office. I will also maintain security and control over all documents containing Procurement Information which are in my custody. I agree not to solicit or accept gratuities,unwarranted privileges or exemptions,favors,or anything of value from any firm under consideration for an agreement associated with the Project,and I recognize that doing so may be contrary to statutes,ordinances,and rules governing or applicable to the Department or may otherwise be a violation of the law. I agree not to engage in bid tampering, pursuant to Section 838.22, Florida Statutes. I realize that violation of the above mentioned statutes would be punishable in accordance with Section 112.317, Section 334.193, or Section 838.22, Florida Statutes, and could result in disciplinary action. Financial Project Number(s) Advertisement No./ Description Solicitation No #18-7432-ST Structural Engineering Each undersigned individual agrees to the terms of this Conflict of Interest/Confidentiality Certification. (continued on next page) Printed Names Signatures � �� 7/22/2019 Date _ p Ralph Verrastro "p��_' 1 6E 3 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 375-030-50 PROCUREMENT CONFLICT OF INTEREST/CONFIDENTIALITY CERTIFICATION OGC-03/17 PUBLIC OFFICERS/EMPLOYEES Additional Page Advertisement No./ Description Financial Project Number(s) Solicitation No • Each undersigned individual agrees to the terms of this Conflict of Interest/Confidentiality Certification Printed Names Signatures Date !i 1 6E 3 375.030.50 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PROCUREMENT CONFLICT OF INTEREST/CONFIDENTIALITY CERTIFICATION OGC-03/17 TECHNICAL REVIEW/AWARDS COMMITTEE LOW BID PROJECTS I certify that I have no present conflict of interest on the projects identified below,and that I will recuse myself from any capacity of decision making,approval,disapproval, or recommendation of any consultant/contractor/vendor for selection on any contract if I have a conflict of interest or a potential conflict of interest.As set forth in Sections 112,313 and 334.193,Florida Statutes,employees of the Department may not have any interest,financial or otherwise,direct or indirect;engage in any business transaction or professional activity;or accept any obligation of any kind which is in conflict with the proper conduct of their duties in the public interest. I recognize that employees are expected to honor the ethical obligations inherent in public service.These obligations go beyond mere legal obligations and demand from the employee a greater sensitivity to his or her conduct,as well as the public's perception of such conduct. Employees are expected to safeguard their ability to make objective,fair,and impartial decisions,and therefore may not accept benefits of any sort under circumstances in which it could be inferred by a reasonable observer that the benefit was intended to influence a pending or future decision of theirs,or to reward a past decision. Employees should avoid any conduct(whether in the context of business,financial,or social relationships)which might undermine the public trust,whether or not that conduct is unethical or lends itself to the appearance of ethical impropriety. I will maintain the confidentiality of all information not made public by the Florida Department of Transportation("Department")related to the procurement of the above-referenced("Project')that I gain access to as a result of my involvement with the Project("Procurement Information"). I understand that Procurement Information includes,but is not limited to,documents prepared by or for the Department related to procurement of the Project. I also understand that Procurement Information includes,but is not limited to,documents submitted to the Department by entities seeking an award of the Project("Proposers"). I understand that Procurement Information may include documents submitted by Proposers related to letters of response/letters of interest,technical proposals,price proposals, financial proposals, and information shared during exempt meetings.I also understand that Procurement Information may also include documents that evaluate or review documents submitted by Proposers,and information regarding Project cost estimates. I also agree not to discuss the Project with anyone who is a member of or acting on behalf of a Proposer. Unless so ordered by a court of competent jurisdiction or an opinion of the Office of the Florida Attorney General, I will not divulge any Procurement Information except to individuals who have executed a Conflict of Interest/Confidentiality Certification which has been approved by the Department("Project Personnel").I understand that a list of Project Personnel will be maintained by Department. If I am contacted by any member of the public or the media with a request for Procurement Information, I will promptly forward such request to the Department's Procurement Office. I will also maintain security and control over all documents containing Procurement Information which are in my custody. I agree not to solicit or accept gratuities,unwarranted privileges or exemptions,favors,or anything of value from any firm under consideration for an agreement associated with the Project,and I recognize that doing so may be contrary to statutes,ordinances,and rules governing or applicable to the Department or may otherwise be a violation of the law. I agree not to engage in bid tampering,pursuant to Section 838.22, Florida Statutes. I realize that violation of the above mentioned statutes would be punishable in accordance with Section 112.317,Section 334.193,or Section 838.22, Florida Statutes,and could result in disciplinary action by the Department. Letting Date: Contract Number(s): Technical Review/Awards Committee Members: Each undersigned individual agrees to the terms of this Conflict of Interest/Confidentiality Certification. Printed Names Signatures Date 8 1 6E 3 375-030-50 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PROCUREMENT CONFLICT OF INTEREST/CONFIDENTIALITY CERTIFICATION DGC-03/17 TECHNICAL REVIEW/AWARDS COMMITTEE LOW BID PROJECTS Additional Page Contract Number(s): Each undersigned individual agrees to the terms of this Conflict of Interest/Confidentiality Certification Printed Names Signatures Date • I'. r.. Ii l /J� 16E3 375-030-50 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION pRO3URMEN0 CONFLICT OF INTEREST/CONFIDENTIALITY CERTIFICATION OGC-MENT FOR CONSULTANT/CONTRACTOR SERVING IN THE ROLE OF PROJECT MANAGER FOR FDOT I certify that I have no present conflict of interest,that I have approval,no knowledge f any conflict of ronommendatiest on any that my firm t act ifmay ha I ave,as nd that t of t I will recuse myself from any capacity of decision making, pp pP interest or a potential conflict of interest. Consultants/Contractors are expected to safeguard their ability to make objective,fair,and impartial decisions when performing work for the Department,and therefore may not accept benefits of any sort under circumstances in which it could be inferred by a reasonable observer that the benefit was intended to influence a pending or future decision of theirs,or to reward a past decision.Consultants performing work for the Department should avoid any conduct(whether in the context of business,financial,or social relationships) which might undermine the public trust,whether or not that conduct is unethical or lends itself to the appearance of ethical impropriety. I will maintain the confidentiality of all information not made public by the Florida Department of Transportation("Department")related to the procurement of the above-referenced("Project")that I gain access to as a result of my involvement with the Project("Procurement Information"). I understand that Procurement Information includes,but is not limited to,documents prepared by or for the Department related to procurement of the Project. I also understand that Procurement Information includes,but is not limited to,documents submitted to the Department by entities seeking an award of the Project("Proposers"). I understand that Procurement Information may include documents submitted by Proposers related to letters of response/letters of interest,technical proposals,price proposals, financial proposals,and information shared during exempt meetings.I also understand that Procurement Information may also include documents that evaluate or review documents submitted by Proposers,and information regarding Project cost estimates. I also agree not to discuss the Project with anyone who is a member of or acting on behalf of a Proposer. Unless so ordered by a court of competent jurisdiction or an opinion of the Office of the Florida Attorney General, I will not divulge any Procurement Information except to individuals who have executed a Conflict of Interest/Confidentiality Certification which has been approved by the Department("Project Personnel"). I understand that a list of Project Personnel will be maintained by Department. If I am contacted by any member of the public or the media with a request for Procurement Information, I will promptly forward such request to the Department's Procurement Office. I will also maintain security and control over all documents containing Procurement Information which are in my custody. I agree not to solicit or accept gratuities,unwarranted privileges or exemptions,favors,or anything of value from any firm under consideration for an agreement associated with the Project,and I recognize that doing so may be contrary to statutes,ordinances, and rules governing or applicable to the Department or may otherwise be a violation of the law. I agree not to engage in bid tampering,pursuant to Section 838.22, Florida Statutes. I realize that violation of the above mentioned standards could result in the termination of my work for the Department. I further realize that violation of the above mentioned statute would be punishable in accordance with Section 838.22, Florida Statutes. Financial Project Number(s) Advertisement No./ Description Solicitation No #18-7432-ST Structural Engineering Each undersigned individual agrees to the terms of this Conflict of Interest/Confidentiality Certification. Signatures Date Printed Names _p_ p_0 C}� 7/22/2019 Ralph Verrastro ��` -_�J 16E3 375-030-50 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PROCUREMENT CONFLICT OF INTEREST/CONFIDENTIALITY CERTIFICATION OGO-MENT FOR CONSULTANT/CONTRACTOR SERVING IN THE ROLE OF PROJECT MANAGER FOR FDOT Additional Page Financial Project Number(s) Advertisement No./ Description Solicitation No Printed Names Signatures Date • is 16E3 sTs-osaso STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PROCUREMENT CONFLICT OF INTEREST/CONFIDENTIALITY CERTIFICATION o�c-DENT FOR CONSULTANT/CONTRACTOR/TECHNICAL ADVISORS I certify that I have no present conflict of interest,that I have no knowledge of any conflict of interest that my firm may have, and that I will recuse myself from any capacity of decision making,approval,disapproval,or recommendation on any contract if I have a conflict of interest or a potential conflict of interest. Consultants/Contractors are expected to safeguard their ability to make objective,fair,and impartial decisions when performing work for the Department,and therefore may not accept benefits of any sort under circumstances in which it could be inferred by a reasonable observer that the benefit was intended to influence a pending or future decision of theirs,or to reward a past decision.Consultants performing work for the Department should avoid any conduct(whether in the context of business,financial,or social relationships) which might undermine the public trust,whether or not that conduct is unethical or lends itself to the appearance of ethical impropriety. I will maintain the confidentiality of all information not made public by the Florida Department of Transportation("Department")related to the procurement of the above-referenced("Project")that I gain access to as a result of my involvement with the Project("Procurement Information"). I understand that Procurement Information includes,but is not limited to,documents prepared by or for the Department related to procurement of the Project. I also understand that Procurement Information includes,but is not limited to,documents submitted to the Department by entities seeking an award of the Project("Proposers"). I understand that Procurement Information may include documents submitted by Proposers related to letters of response/letters of interest,technical proposals,price proposals, financial proposals,and information shared during exempt meetings.I also understand that Procurement Information may also include documents that evaluate or review documents submitted by Proposers,and information regarding Project cost estimates. I also agree not to discuss the Project with anyone who is a member of or acting on behalf of a Proposer. Unless so ordered by a court of competent jurisdiction or an opinion of the Office of the Florida Attorney General, I will not divulge any Procurement Information except to individuals who have executed a Conflict of Interest/Confidentiality Certification which has been approved by the Department("Project Personnel").I understand that a list of Project Personnel will be maintained by Department. If I am contacted by any member of the public or the media with a request for Procurement Information, I will promptly forward such request to the Department's Procurement Office.I will also maintain security and control over all documents containing Procurement Information which are In my custody. I agree not to solicit or accept gratuities,unwarranted privileges or exemptions,favors,or anything of value from any firm under consideration for an agreement associated with the Project,and I recognize that doing so may be contrary to statutes,ordinances,and rules governing or applicable to the Department or may otherwise be a violation of the law. I agree not to engage in bid tampering,pursuant to Section 838.22, Florida Statutes. I realize that violation of the above mentioned standards could result in the termination of my work for the Department. I further realize that violation of the above mentioned statute would be punishable in accordance with Section 838.22,Florida Statutes.. P Advertisement No./ Description Financial Project Number(s) Solicitation No Each undersigned individual agrees to the terms of this Conflict of Interest/Confidentiality Certification. Printed Names Signatures Date 16E3 • 375-030-50 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PROCUREMENT CONFLICT OF INTEREST/CONFIDENTIALITY CERTIFICATION OGC-03/17 MEET FOR CONSULTANT/CONTRACTOR/TECHNICAL ADVISORS Additional Page Advertisement No./ Description Financial Project Number(s) Solicitation No Each undersigned individual agrees to the terms of this Conflict of Interest/Confidentiality Certification. Printed Names Signatures Date I(. f I'. 1 6 E 3 EXHIBIT B CONFIRMATORY BILL OF SALE OF MEMBERSHIP INTERESTS THIS CONFIRMATORY-BILL OF SALE OF MEMBERSHIP INTERESTS is executed and delivered effective as of the 17th day of September 2021, by and between KCI Technologies, Inc., a Delaware corporation with its principal place of business located at 936 Ridgebrook Road, Sparks, Maryland, 21152 ("Buyer") and Ralph Verrastro, P.E., a resident of Florida ("Seller") and sole owner of Bridging Solutions, LLC ("Company"), a Florida limited liability company. Al! capitalized terms used but not otherwise defined in this Bill of Sale of Membership interests shall have the meanings given to them in the Equity Purchase Agreement (as defined below), WHEREAS,the Buyer and the Seller have entered into an Equity Purchase Agreement, of the same date herewith (the "Purchase Agreement"), providing for the purchase by the Buyer of the Seller's Company (as defined in the Purchase Agreement). The Closing under the Purchase Agreement occurred on September 1.7, 2021, and the parties hereby confirm the sale of the Company under the Purchase Agreement effective as of such date. NOW,THEREFORE ,pursuant to the Purchase Agreement,and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Seller hereby grants,bargains, sells, delivers, transfers, sets over, assigns, and conveys to the Buyer and its successors and assigns, free and clear of any and all Encumbrances of any kind, other than Encumbrances as acknowledged in the Purchase Agreement, the Company (as defined in the Purchase Agreement); provided , however, that the Company shall not include any Claims, Encumbrances, or Liabilities other than as agreed in the Purchase Agreement. TO HAVE AND TO HOLD the Company unto the Buyer and its successors and assigns, to its and their own use and benefit forever, and the Seller, for itself and its successors and assigns, covenants to and agrees with the Buyer to warrant and defend the sale, transfer, assignment, conveyance, and delivery of the Company unto the.Buyer and its successors and assigns, against all lawful claims and demands. The Seller covenants and agrees with the Buyer that the Seller will, whenever and as often as reasonably required to do so by the Buyer,do, execute, acknowledge, and deliver any and all other and further acts, titles, deeds, assignments, transfers, conveyances, confirmations, powers of attorney and any instrument of further assurance, approvals, and consents as the Buyer may reasonably require in order to complete, ensure, and perfect the transfer, conveyance, and assignment to the Buyer of all the right, title, and interest of the Seller in and to the Company. Nothing in this instrument, expressed or implied, is intended or shall be construed to confer upon or give to any person , firm or corporation other than the parties hereto and their respective successors and assigns any remedy or claim under or by reason of this instrument or any term, covenant, or condition hereof; and all the terms, covenants, conditions and 16E3 agreements in this instrument shall be for the sole and exclusive benefit of the parties hereto and their respective successors and assigns. All of the terms and provisions of this Bill of Sale of Membership interests shall be binding upon the Seller and its respective successors and assigns and shall inure to the benefit of the Buyer and its successors and assigns. This Bill of Sale of Membership Interests shall be governed by the laws of the State of Maryland, without reference to any conflicts of laws principles. This Bill of Sale of Membership Interests may be executed in counterparts and delivered by electronic transmission, all of which counterparts shall be deemed to be one and the same original agreement. IN WITNESS WHEREOF, the parties have caused the due execution of this Confirmatory Bill of Sale of Membership Interests, under seal,as of the day and year first above written. /Intentionally left blank; signature page follows! 2 1 6 E 3 SELLER: Bridging Solutions, LLC 1 I y By: [SEAL] Ralph Verrastro Managing Member On this day of September 17 in the year 2021 before me, the undersigned, VL if-VIA personally appeared, personally known to me or proved to me on the basis satisfactory evidence to be the individual whose name is subscribed to within this instrument and acknowledged to me that he executed the same in his capacity, that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument, and that .„ such individual made such appearance before the undersigned in 5 0 VIA County, State of Florida. esin.P.ne,„ KM-NM HALLEM / Commission g GG 197830 Notary: e40_ ) Expires May 10,2022 t de , OFF bc- 14 " My Commissifri xpires: \A/ )0 ..,J BUYER: KCI TECHNOLOGIES, INC. By: for- [SEAL] N thy. J. Chief Executive Officer On this day of September 17 in the year 2021 before me, the undersigned, ibt) personally appeared,personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to within this instrument and acknowledged to me that be executed the same in his capacity, that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument and th• such individual made such appearance before the undersigned in 19) County, State of Florida. JO /LEHALLEM Notary: ...u.N„ W Commission#GG 197830 4 Expires May 10,2022 My CommisionS xpires: „ a a:122_ -4,of ry0'' Bonded TIru eirnionotaryserrices 3 16E3 EXHIBIT I.A FEDERAL CONTRACT PROVISIONS (FEMA & FHWA) This project activity is funded in whole or in part by the Federal Government, or an Agency thereof. Federal Law requires that the Applicant's contracts relating to the project include certain provisions. Per uniform requirements of federal awards (2 CFR Part 200.23) the definition of CONTRACTOR is an entity that receives a contract(including a purchase order). Compliance with Federal Law, Regulations and Executive Orders:The Sub-Recipient(County)agrees to include in the subcontract that (i) the subcontractor is bound by the terms of the Federally-Funded Subaward and Grant Agreement, (ii) the subcontractor is bound by all applicable state and Federal laws and regulations, and (iii) the subcontractor shall hold the Division and Sub-Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. Specifically, the Contractor shall be responsible for being knowledgeable and performing any and all services under this contract in accordance with the following governing regulations along with any and all other relevant Federal,State, and local laws, regulations, codes and ordinances: UNITED STATES DEPARTMENT OF HOMELAND SECURITY FEDERAL EMERGENCY MANAGEMENT AGENCY PUBLIC ASSISTANCE PROGRAM CDFA 97.036 o 2 C.F.R. Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards o 44 C.F.R. Part 206 o The Robert T. Stafford Disaster Relief and Emergency Assistance Act, Public Law 93-288, as amended,42 U.S.C. 5121 et seq., and Related Authorities o FEMA Public Assistance Program and Policy Guide,2017(in effect for incidents declared on or after April 1, 2017) FEMA Access to Records:(1)The contractor agrees to provide the County,the FEMA Administrator,the Comptroller General of the United States, or any of their authorized representative's 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. (2) 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. (3) The contractor agrees to provide the FEMA Administrator or his authorized representatives'access to construction or other work sites pertaining to the work being completed under the contract. Administrative, Contractual, or Legal Remedies (over$150,000): Unless otherwise provided in this contract, all claims, counter-claims, disputes and other matters in question between the local government and the contractor, arising out of or relating to this contract, or the breach of it,will be decided by arbitration, if the parties mutually agree, or in a Florida court of competent jurisdiction. Byrd Anti-Lobbying Amendment(31 U.S.C.§1352[as amended]);(over$100,000): Contractors who apply or bid for an award of$100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract,grant,or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient." Changes:See Standard Purchase Order Terms and Conditions. Clean Air Act and Federal Water Pollution Control Act(over$150,000): (1)The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §7401 et seq. (2) The contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. (3)The contractor agrees to report each violation to the County and understands and agrees that the County will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection FCP-1 �0 16E3 EXHIBIT I.A FEDERAL CONTRACT PROVISIONS (FEMA & FHWA) Agency Regional Office. (4) The contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) (over $100,000): Where applicable, all contracts awarded by the solicitor in excess of$100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C.3702 and 3704,as supplemented by Department of Labor regulations (29 CFR Part 5). (1) Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph(1)of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), 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 (1)of this section, in the sum of$10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1)of this section. (3) Withholding for unpaid wages and liquidated damages. The(write in the name of the Federal agency or the loan or grant recipient) shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld,from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act,which is held by the same prime contractor,such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2)of this section. (4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph(1)through(4)of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs(1)through(4)of this section." Contracting with small and minority businesses,women's business enterprises,and labor surplus area firms §200.321 (a) The Solicitor must take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used whenever possible. (b)Affirmative steps must include: (1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; (2)Assuring that small and minority businesses,and women's business enterprises are solicited whenever they are potential sources; (3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; (4)Establishing delivery schedules,where the requirement permits,which encourage participation by small and minority businesses, and women's business enterprises; (5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and (6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs(1)through (5)of this section. FCP-2 16E3 EXHIBIT I.A FEDERAL CONTRACT PROVISIONS (FEMA & FHWA) Debarment and Suspension:(1)This contract is a covered transaction for purposes of 2 C.F.R.pt. 180 and 2 C.F.R. pt. 3000. As such the contractor is required to verify that none of the contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R.§180.935). (2)The contractor must comply with 2 C.F.R.pt. 180,subpart C and 2 C.F.R. pt.3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (3)This certification is a material representation of fact relied upon by the County. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the County,the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (4)The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer.The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. DHS Seal, Logo,and Flags:The contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. Energy Efficiency Standards: 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. Equal Employment Opportunity Clause (§60-1.4): Except as otherwise provided under 41 C.F.R. Part 60, all contracts that meet the definition of"federally assisted construction contract" in 41 C.F.R. § 60-1.3 must include the equal opportunity clause provided under 41 C.F.R.§60- 1.4. During the performance of this contract,the contractor agrees as follows: I. The contractor will not discriminate against any employee or applicant for employment because of race,color, religion, sex, sexual orientation, gender identity, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment, or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. II. The contractor will,in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion,sex, sexual orientation, gender identity, or national origin. III. The contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. IV. The contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers'representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. V. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. VI. The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit FCP-3 1 6E 3 EXHIBIT I.A FEDERAL CONTRACT PROVISIONS (FEMA & FHWA) access to his books, records,and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. VII. In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. VIII. The contractor will include the provisions of paragraphs(1)through(8)in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States. No Obligation by Federal Government:The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-Federal entity, contractor, or any other party pertaining to any matter resulting from the contract. Procurement of Recovered Materials (§200.322) (Over $10,000): (1) In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA designated items unless the product cannot be acquired (i) Competitively within a timeframe providing for compliance with the contract performance schedule; (ii) Meeting contract performance requirements; or(iii)At a reasonable price. (2) Information about this requirement is available at EPA's Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-coq-program Program Fraud and False or Fraudulent Statements or Related Acts:The contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements)applies to the contractor's actions pertaining to this contract. Reporting: The contractor will provide any information required to comply with the grantor agency requirements and regulations pertaining to reporting. It is important that the contractor is aware of the reporting requirements of the County, as the Federal or State granting agency may require the contractor to provide certain information, documentation, and other reporting in order to satisfy reporting requirements to the granting agency. Rights to Inventions Made Under a Contract or Agreement: If the Federal award meets the definition of"funding agreement" under 37 CFR §401.2 (a) and the County wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties,assignment or performance of experimental,developmental, or research work under that"funding agreement,"the County must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants,Contracts and Cooperative Agreements,"and any implementing regulations issued by the awarding agency. Termination: Should the Contractor be found to have failed to perform his services in a manner satisfactory to the County as per this Agreement,the County may terminate said Agreement for cause;further the County may terminate this Agreement for convenience with a thirty (30) day written notice. The County shall be sole judge of non- performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination.The Contractor shall not be entitled to any other or further recovery against the County,including,but not limited to,any damages or any anticipated profit on portions of the services not performed. FCP-4 OCAO 1bE3 EXHIBIT I.A FEDERAL CONTRACT PROVISIONS (FEMA & FHWA) UNITED STATES DEPARTMENT OF FEDERAL HIGHWAY ADMINISTRAION FEDERAL-AID TERMS FOR PROFESSIONAL SERVICES CONTRACTS CFDA 20.205 (375-040-84) The following terms apply to all contracts in which it is indicated that the services involve the expenditure of federal funds: A. It is understood and agreed that all rights of the Local Agency relating to inspection, review, approval, patents, copyrights,and audit of the work,tracing,plans,specifications,maps,data,and cost records relating to this Agreement shall also be reserved and held by authorized representatives of the United States of America. B.All tracings, plans, specifications, maps, computer files and/or reports prepared or obtained under this Agreement, as well as all data collected,together with summaries and charts derived therefrom,will be considered works made for hire and will become the property of the Agency upon completion or termination without restriction or limitation on their use and will be made available,upon request,to the Agency at any time during the performance of such services and/or completion or termination of this Agreement. Upon delivery to the Agency of said document(s),the Agency will become the custodian thereof in accordance with Chapter 119, Florida Statutes.The Consultant will not copyright any material and products or patent any invention developed under this agreement. The Agency will have the right to visit the site for inspection of the work and the products of the Consultant at any time. C. It is understood and agreed that, in order to permit federal participation, no supplemental agreement of any nature may be entered into by the parties hereto with regard to the work to be performed hereunder without the approval of the U.S. Department of Transportation, anything to the contrary in this Agreement notwithstanding. D. The consultant shall provide access by the Florida Department of Transportation (recipient), the Agency (subrecipient), the Federal Highway Administration, the U.S. Department of Transportation's Inspector General, the Comptroller General of the United States, or any of their duly authorized representatives to any books, documents, papers, and records of the consultant which are directly pertinent to that specific contract for the purpose of making audit, examination, excerpts, and transcriptions. E. Compliance with Regulations: The Consultant shall comply with the Regulations: relative to nondiscrimination in Federally-assisted programs of the U.S. Department of Transportation Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations),which are herein incorporated by reference and made a part of this Agreement. F. Nondiscrimination:The Consultant,with regard to the work performed during the contract, shall not discriminate on the basis of race, color, national origin, sex, age, disability, religion or family status in the selection and retention of subcontractors,including procurements of material and leases of equipment.The Consultant shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. G. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations made by the Consultant, either by competitive bidding or negotiation for work to be performed under a subcontract, including procurements of materials and leases of equipment, each potential subcontractor or supplier shall be notified by the Consultant of the Consultant's obligations under this contract and the Regulations relative to nondiscrimination on the basis of race, color, national origin, sex, age,disability, religion or family status. H. Information and Reports: The Consultant will provide all information and reports required by the Regulations, or directives issued pursuant thereto,and shall permit access to its books,records,accounts,other sources of information, and its facilities as may be determined by the Local Agency, Florida Department of Transportation, Federal Highway Administration, Federal Transit Administration, Federal Aviation Administration, and/or Federal Motor Carrier Safety Administration to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of the Consultant is in the exclusive possession of another who fails or refuses to furnish this information,the Consultant shall so certify to the Local Agency, Florida Department of Transportation, Federal Highway Administration, Federal Transit Administration,Federal Aviation Administration,and/or the Federal Motor Carrier Safety Administration as appropriate,and shall set forth what efforts it has made to obtain the information. FCP-5 1 6E 3 EXHIBIT I.A FEDERAL CONTRACT PROVISIONS (FEMA & FHWA) I. Sanctions for Noncompliance: In the event of the Consultant's noncompliance with the nondiscrimination provisions of this contract,the Local Agency shall impose such contract sanctions as it or the Florida Department of Transportation, Federal Transit Administration, Federal Aviation Administration, and/or Federal Motor Carrier Safety Administration may determine to be appropriate, including, but not limited to, 1.withholding of payments to the Consultant under the contract until the Consultant complies and/or 2. cancellation,termination or suspension of the contract, in whole or in part. J. Incorporation or Provisions:The Consultant will include the provisions of Paragraph C through K in every subcontract, including procurements of materials and leases of equipment unless exempt by the Regulations, order, or instructions issued pursuant thereto.The Consultant shall take such action with respect to any subcontract or procurement as the Local Agency, Florida Department of Transportation, Federal Highway Administration, Federal Transit Administration, Federal Aviation Administration, and/or the Federal Motor Carrier Safety Administration may direct as a means of enforcing such provisions, including sanctions for noncompliance. In the event a Consultant becomes involved in,or is threatened with, litigation with a subconsultant or supplier as a result of such direction,the Consultant may request the Local Agency to enter into such litigation to protect the interests of the Local Agency, and, in addition, the Consultant may request the United States to enter into such litigation to protect the interests of the United States. K. Compliance with Nondiscrimination Statutes and Authorities: Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21; The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex);Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 et seq.),as amended,(prohibits discrimination on the basis of disability); and 49 CFR Part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964,The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973,by expanding the definition of the terms"programs or activities"to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors,whether such programs or activities are Federally funded or not);Titles II and III of the Americans with Disabilities Act,which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities(42 U.S.C. §§ 12131 --12189)as implemented by Department of Transportation regulations at 49 C.F.R.parts 37 and 38;The Federal Aviation Administration's Non-discrimination statute(49 U.S.C.§47123)(prohibits discrimination on the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures non-discrimination against minority populations by discouraging programs,policies,and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations;Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs(70 Fed. Reg. at 74087 to 74100); Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities(20 U.S.C. 1681 et seq). L. Interest of Members of Congress: No member of or delegate to the Congress of the United States will be admitted to any share or part of this contract or to any benefit arising therefrom. M. Interest of Public Officials: No member, officer, or employee of the public body or of a local public body during his tenure or for one year thereafter shall have any interest, direct or indirect, in this contract or the proceeds thereof. For purposes of this provision, public body shall include municipalities and other political subdivisions of States; and public corporations, boards,and commissions established under the laws of any State. N. Participation by Disadvantaged Business Enterprises:The Consultant shall agree to abide by the following statement from 49 CFR 26.13(b).This statement shall be included in all subsequent agreements between the Consultant and any subconsultant or contractor. 1.The Consultant, sub recipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the Consultant to carry out these FCP-6 -AO 1 6 E 3 EXHIBIT I.A FEDERAL CONTRACT PROVISIONS (FEMA & FHWA) requirements is a material breach of this contract, which may result in termination of this contract or other such remedy as the recipient deems appropriate. O. It is mutually understood and agreed that the willful falsification, distortion or misrepresentation with respect to any facts related to the project(s)described in this Agreement is a violation of the Federal Law.Accordingly, United States Code,Title 18, Section 1020, is hereby incorporated by reference and made a part of this Agreement. P. It is understood and agreed that if the Consultant at any time learns that the certification it provided the Local Agency in compliance with 49 CFR, Section 26.51, was erroneous when submitted or has become erroneous by reason of changed circumstances,the Consultant shall provide immediate written notice to the Local Agency. It is further agreed that the clause titled"Certification Regarding Debarment,Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction" as set forth in 49 CFR, Section 29.510, shall be included by the Consultant in all lower tier covered transactions and in all aforementioned federal regulation. Q.The Local Agency hereby certifies that neither the consultant nor the consultant's representative has been required by the Local Agency, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this contract,to 1.employ or retain, or agree to employ or retain, any firm or person, or 2.pay,or agree to pay,to any firm,person,or organization,any fee,contribution,donation,or consideration of any kind; The Local Agency further acknowledges that this agreement will be furnished to a federal agency, in connection with this contract involving participation of Federal-Aid funds, and is subject to applicable State and Federal Laws, both criminal and civil. R.The Consultant hereby certifies that it has not: 1.employed or retained for a commission, percentage, brokerage, contingent fee,or other consideration, any firm or person(other than a bona fide employee working solely for the above contractor)to solicit or secure this contract; 2. agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this contract; or 3. paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for the above contractor) any fee contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out the contract. The consultant further acknowledges that this agreement will be furnished to the Local Agency,the State of Florida Department of Transportation and a federal agency in connection with this contract involving participation of Federal-Aid funds, and is subject to applicable State and Federal Laws, both criminal and civil. S. The Consultant shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. T. A determination of allowable costs in accordance with the Federal cost principles will be performed for services rendered under the contract. U. Disadvantaged Business Enterprise(DBE)and Bid Opportunity(49 CFR 26): The Contractor shall comply with applicable solicitations and contracts as defined in the State's approved DBE program. The Contractor will submit an Anticipated DBE Participation Statement and a Bidders Opportunity List. The Florida Department of Transportation began its DBE race neutral program January 1, 2000. Contract specific goals are not placed on Federal/State assisted contracts; however, FDOT currently has an overall program goal of 10.65% goal it must achieve. FCP-7 1 fiE3 EXHIBIT I.A FEDERAL CONTRACT PROVISIONS (FEMA& FHWA) Prompt Payments: Meet the requirements of 9-5 for payments to all DBE subcontractors. See Federal Provisions and Assurances FDOT Form 275-030-11 —DBE Bid Package Information. STATE PROVISIONS Convicted Vendor and Discriminatory Vendors List: Those who have been placed on the convicted vendor list following a conviction for a public entity crime or on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity,may not be awarded or perform work as a contractor,supplier,subcontractor,or consultant under a contract with a public entity, and may not transact business with any public entity in excess of$25,000.00 for a period of 36 months from the date of being placed on the convicted vendor list or on the discriminatory vendor list. Discriminatory Vendors List: In accordance with Section 287.134, Florida Statutes,an entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor,supplier,subcontractor,or consultant under a contract with any public entity,and may not transact business with any public entity. Equal Employment Opportunity: The Contractor shall not discriminate against any employee or applicant for employment because of race,age,creed,color,sex or national origin.The Agency will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, age, creed, color, sex, or national origin. Such action shall include, but not be limited to, the following: Employment upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractors must insert a similar provision in all subcontracts, except subcontracts for standard commercial supplies or raw materials. EVerify:Collier County will not intentionally award County contracts and purchase orders to any vendor who knowingly employs unauthorized alien workers,constituting a violation of the employment provision contained in 8 U.S.C.Section 1324 a(e)Section 274A(e)of the Immigration and Nationality Act("INA"). Collier County may consider the employment by any vendor of unauthorized aliens as a violation of Section 274A(e) of the INA. Such violation by the recipient of the Employment Provisions contained in Section 274A(e)of the INA shall be grounds for unilateral termination of the contract by Collier County. This certification is required and is to be signed by an authorized official of the company and submitted prior to release of a purchase order. The Vendor attests that it is fully compliant with all applicable immigration laws(specifically to the 1986 Immigration Act and subsequent Amendment(s))and agrees to comply with the requirements of the E-Verify system operated by the Department of Homeland Security in partnership with the Social Security Administration. a) Shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Agency during the term of the Agreement; and b) Shall expressly require any contractors, subcontractors or vendors performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the contractor or subcontractor during the Agreement term. Inspector General Cooperation: The Parties agree to comply with Section 20.055(5), Florida Statutes, for the inspector general to have access to any records, data and other information deemed necessary to carry out his or her duties and incorporate into all subcontracts the obligation to comply with Section 20.055(5), Florida Statutes. Lobbying: No funds received pursuant to this Agreement may be expended for lobbying the Legislature, the judicial branch or any state agency. Local Agency Program Agreement Required Language: Discriminatory Vendors List: In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the Discriminatory Vendor List, kept by the Florida Department of Management Services,may not submit a bid on a contract to provide goods or services to a public entity; may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor or consultant under a contract with any public entity; and may not transact business with any public entity. Indemnification: The Agency agrees to include the following indemnification in all contracts with contractors / subcontractors,or consultants/subconsultants who perform work in connection with this Agreement:"To the fullest FCP-8 16E3 EXHIBIT I.A FEDERAL CONTRACT PROVISIONS (FEMA & FHWA) extent permitted by law, the Agency's contractor shall indemnify and hold harmless_the Agency, the State of Florida, Department of Transportation, and its officers and employees,from liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of the contractor and persons employed or utilized by the contractor in the performance of this Contract." Inspector General Cooperation: The Parties agree to comply with Section 20.055(5), Florida Statutes, for the inspector general to have access to any records,data and other information deemed necessary to carry out his or her duties and incorporate into all subcontracts the obligation to comply with Section 20.055(5), Florida Statutes. Prohibited Interest: A)"No member, officer or employee of the Agency or of the locality during his tenure or for 2 years thereafter shall have any interest,direct or indirect, in this contract or the proceeds thereof." B)"No member or delegate to the Congress of the United States shall be admitted to any share or part of this Agreement or any benefit arising therefrom." Local Government Prompt Payment Act (Chapter 218 F.S.): The Contractor acknowledges that construction services purchased by a local governmental entity which are paid for, in whole or in part,with federal funds are subject to federal grantor laws and regulations or requirements. See 218.735(8)(a-h)Local Government Prompt Payment Act. Record Retention: The contractor shall maintain and retain sufficient records demonstrating its compliance with the terms of the Agreement for a period of at least five (5) years after final payment is made and shall allow the County, FDEM, or its designee's access to such records upon request. FCP-9 CAO 1 6E 3 EXHIBIT I.B GRANT CERTIFICATIONS AND ASSURANCES GRANT CERTIFICATIONS AND ASSURANCES THE FOLLOWING DOCUMENTS NEED TO BE RETURNED WITH SOLICIATION DOCUMENTS BY DEADLINE TO BE CONSIDERED RESPONSIVE Exhibit II Pace Form 2, 3 Form 275-030-11 DBE Bid Package Information 4, 5 Collier County Anticipated DBE Participation Statement, Part I and II 6 Form 375-030-30 Truth in Negotiation Certification 7 Form 375-030-32 Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transactions for Federal Aid Contracts 8 Form 375-030-33 Certification for Disclosure of Lobbying Activities on Federal Aid Contracts 9, 10 Form 375-030-34 Certification for Disclosure of Lobbying Activities 11-22 Form 375-030-50 Conflict of Interest/Confidentiality Certification (Exhibit)I.B- 1 e 16E3 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 275-030-11 DBE BID PACKAGE INFORMATION EQUAL OPPORTUNITY O10/17 FFICE Page 1 of 2 DBE Utilization The Department began its DBE race neutral program January 1, 2000. Contract specific goals are not placed on Federal/State contracts; however, the Department has an overall 10.65% DBE goal it must achieve. In order to assist contractors in determining their DBE commitment level, the Department has reviewed the estimates for this letting. As you prepare your bid, please monitor potential or anticipated DBE utilization for contracts. When the low bidder executes the contract with the Department, information will be requested of the contractor's DBE participation for the project. While the utilization is not mandatory in order to be awarded the project, continuing utilization of DBE firms on contracts supports the success of Florida's DBE Program, and supports contractors' Equal Employment Opportunity and DBE Affirmative Action Programs. Any project listed as 0% DBE availability does not mean that a DBE may not be used on that project. A 0% DBE availability may have been established due to any of the following reasons: limited identified subcontracting opportunities, minimal contract days, and/or small contract dollar amount. Contractors are encouraged to identify any opportunities to subcontract to DBE's. Please contact the Equal Opportunity Office at(850)414-4747 if you have any questions regarding this information. Forms may be downloaded at: www.dot.state.fl.us/proceduraldocuments/. DBE Reporting If you are the prime contractor on a project, enter your DBE participation in the Equal Opportunity Compliance system prior to the pre-construction or pre-work conference for all federal and state funded projects. This will not become a mandatory part of the contract. It will assist the Department in tracking and reporting planned or estimated DBE utilization. During the contract, the prime contractor is required to report actual payments to DBE and MBE subcontractors through the web-based Equal Opportunity Compliance (EOC) system. All DBE payments must be reported whether or not you initially planned to utilize the company. In order for our race neutral DBE Program to be successful, your cooperation is imperative. If you have any questions, please contact EOOHelp@dot.state.fl.us. Bid Opportunity List The Federal DBE Program requires States to maintain a database of all firms that are participating or attempting to participate on FDOT-assisted contracts. The list must include all firms that bid on prime contracts or bid or quote subcontracts on FDOT-assisted projects, including both DBE's and non-DBEs. Please complete the Bidders Opportunity List through the Equal Opportunity Compliance system within 3 business days of submission of the bid or proposal for ALL subcontractors or sub-consultants who quoted to you for specific project for this letting. The web address to the Equal Opportunity Compliance system is: https://www3.dot.state.fl.us/EqualOpportunitVCompliance/Account.aspx/Log In?ReturnUrl=%2fEqualOppor tunityCompliance%2f 1 6E 3 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 275-030-11 EQUAL OPPORTUNITY OFFICE DBE BID PACKAGE INFORMATION 10/17 Page 2 of 2 DBE/AA Plans Contractors bidding on FDOT contracts are to have an approved DBE Affirmative Action Plan (FDOT Form 275-030-11 B) on file with the FDOT Equal Opportunity Office before execution of a contract. DBE/AA Plans must be received with the contractors bid or received by the Equal Opportunity Office prior to the award of the contract. Plans are approved by the Equal Opportunity Office in accordance with Ch. 14-78, Florida Administrative Code. Plans that do not meet these mandatory requirements may not be approved. Approvals are for a (3) three year period and should be updated at anytime there is a change in the company's DBE Liaison Officer and/or President. Contractors may evidence adoption of the DBE/AA Policy and Plan and/or a change in the designated DBE Liaison officer as follows: • Print the first page of the document on company stationery ("letterhead") that indicates the company's name, mailing address, phone number, etc. • Print the company's name in the " " space; next to"Date" print the month/day/year the policy is being signed; record the signature of the company's Chief Executive Officer, President or Chairperson in the space next to "by" and print the full first and last name and position title of the official signing the policy. • Print the DBE Liaison's full name, email address, business mailing address and phone number the bottom of email. E-mail the completed and signed DBE AA Plan to: eeoforms@dot.state.fl.us. The Department will review the policy, update department records and issue a notification of approval or disapproval; a copy of the submitted plan will not be returned to the contractor. 16E COLLIER COUNTY ANTICIPATED DISADVANTAGED, MINORITY, WOMEN OR VETERAN PARTICIPATION STATEMENT Status will be verified. Unverifable statuses will require the Vendor/Prime Contractor to either provide a revised statement or provide source documentation that validates a status. Contractor means an entity that receives a contract. A. VENDOR/PRIME CONTRACTOR INFORMATION PRIME NAME PRIME FEID NUMBER CONTRACT DOLLAR AMOUNT KCI Technologies, Inc. 52-1604386 N/A- Multiple Contracts IS THE PRIME A FLORIDA-CERTIFIED DISADVANTAGED, VETERAN? Y /ry IS THE ACTIVITY OF THIS CONTRACT, MINORITY OR WOMEN BUSINESS ENTERPRISE 1 (DBE/MBE/WBE)? OR HAVE A SMALL DISADVANTAGED DBE? Y N CONSTRUCTION? —Y N BUSINESS 8A CERTIFICATION FROM THE SMALL BUSINESS MBE? Y N CONSULTATION? t Y ) N ADMINISTRATION? OR A SERVICE DISABLED VETERAN? WBE? Y N ( OTHER? Y N SOB 8A? IS THIS SUBMISSION A REVISION? Y N IIF YES,REVISION NUMBER B. IF PRIME HAS SUBCONTRACTOR OR SUPPLIER WHO IS A DISADVANTAGED MINORITY,WOMEN-OWNED,SMALL BUSINESS CONCERN OR SERVICE DISABLED VETERAN,PRIME IS TO COMPLETE THIS NEXT SECTION DBE,MBE,WBE SUBCONTRACTOR OR SUPPLIER TYPE OF WORK OR ETHNICITY CODE SUB/SUPPLIER PERCENT OF CONTRACT VET,SMB8A NAME SPECIALTY (See Below) DOLLAR AMOUNT DOLLARS TOTALS: C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR NAME OF SUBMITTER DATE TITLE OF SUBMITTER Erick Fry, PE 11/4/2021 Vice President EMAIL ADDRESS OF PRIME(SUBMITTER) TELEPHONE NUMBER FAX NUMBER erick.fry@kci.com 470.299.1392 N/A NOTE:This information is used to track and report anticipated DBE or MBE participation in federally-funded contracts. The anticipated DBE or MBE amount is voluntary and will not become part of the contractual terms, This form must be submitted at time of response to a solicitation. If and when awarded a County contract,the prime will be asked to update the information for the grant compliance files. ETHNICITY CODE Black American BA Hispanic American HA Native American NA Subcont.Asian American SAA Asian-Pacific American APA Non-Minority Women NMW Other:not of any other group listed 0 D.SECTION TO BE COMPLETED BY COLLIER COUNTY DEPARTMENT NAME COLLIER CONTRACT B(IFB/RFP or PO/RED) GRANT PROGRAM/CONTRACT ACCEPTED BY: DATE 16E3 COLLIER COUNTY ANTICIPATED DISADVANTAGED, MINORITY,WOMEN OR VETERAN PARTICIPATION STATEMENT Part 2 DBE AWARDS/COMMITMENTS Prime A-C Sub Contractor D-F A B C D E F Breakdown by Ethnicity and Gender Total to DBE(Dollar Amount) Total to DBE(Number) Women Men Total Women Men Total Black American: $ - $ - $ - - - - Hispanic American: $ - $ - $ - - - - Native American: $ - $ - $ - - - - Asian Pacific American: $ - $ - $ - - - - Subcontinent Asian American: $ - $ - $ - - - - Non Minority: $ - $ - $ - - - - Total $ N/A - $ N/A - $ N/A _ - - - C. SECTION TO BE COMPLETED BY PRIME VENDOR/CONTRACTOR NAME OF SUBMITTER DATE KCI Technologies,Inc. 11/4/2021 ,/` / Printed Name Erick Fry Signature i -.J / j D. SECTION TO BE COMPLETED BY COLLIER COUNTY ACCEPTED BY: DATE Printed Name Signature 0 16E3 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 375-030-30 TRUTH IN NEGOTIATION CERTIFICATION PROCUREMENT 05/14 Pursuant to Section 287.055(5)(a), Florida Statutes, for any lump-sum or cost-plus-a-fixed fee professional services contract over the threshold amount provided in Section 287.017, Florida Statutes for CATEGORY FOUR, the Department of Transportation (Department) requires the Consultant to execute this certificate and include it with the submittal of the Technical Proposal, or as prescribed in the contract advertisement. The Consultant hereby certifies, covenants, and warrants that wage rates and other factual unit costs supporting the compensation for this project's agreement are accurate, complete, and current at the time of contracting. The Consultant further agrees that the original agreement price and any additions thereto shall be adjusted to exclude any significant sums by which the Department determines the agreement price was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. All such agreement adjustments shall be made within (1) year following the end of the contract. For purposes of this certificate, the end of the agreement shall be deemed to be the date of final billing or acceptance of the work by the Department, whichever is later. KCI Technologies, Inc. Name of Consultant By: ! y /; 11/4/2021 Date 'iAo 16E3 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 375-030-32 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PROCUREMENT 11/15 INELIGIBILITY AND VOLUNTARY EXCLUSION- LOWER TIER COVERED TRANSACTIONS FOR FEDERAL AID CONTRACTS (Compliance with 2 CFR Parts 180 and 1200) It is certified that neither the below identified firm nor its principals are presently suspended, proposed for debarment,declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. Name of Consultant/Contrapt r: KCI Technologies, Inc. By: Date: 11/4/2021 Title: Vice President Instructions for Certification Instructions for Certification -Lower Tier Participants: (Applicable to all subcontracts, purchase orders and other lower tier transactions requiring prior FHWA approval or estimated to cost$25,000 or more-2 CFR Parts 180 and 1200) a. By signing and submitting this proposal, the prospective lower tier is providing the certification set out below. b. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department, or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. c. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous by reason of changed circumstances. d. The terms"covered transaction,""debarred,""suspended,""ineligible,""participant,""person,""principal,"and "voluntarily excluded,"as used in this clause, are defined in 2 CFR Parts 180 and 1200. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. "First Tier Covered Transactions"refers to any covered transaction between a grantee or subgrantee of Federal funds and a participant(such as the prime or general contract). "Lower Tier Covered Transactions" refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts). "First Tier Participant" refers to the participant who has entered into a covered transaction with a grantee or subgrantee of Federal funds (such as the prime or general contractor). "Lower Tier Participant" refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers). e. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. f.The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction,"without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the $25,000 threshold. g.A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous.A participant is responsible for ensuring that its principals are not suspended,debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any lower tier prospective participants, each participant may, but is not required to, check the Excluded Parties List System website (https://www.epls.gov/),which is compiled by the General Services Administration. h. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. i. Except for transactions authorized under paragraph e of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government,the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. 16E3 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 375-030-33 CERTIFICATION FOR DISCLOSURE OF LOBBYING ACTIVITIES PROCUREMENT 10/01 ON FEDERAL-AID CONTRACTS (Compliance with 49CFR, Section 20.100 (b)) The prospective participant certifies, by signing this certification, that to the best of his or her knowledge and belief: (1) No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer 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. (2) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities", in accordance with its instructions. (Standard Form-LLL can be obtained from the Florida Department of Transportation's Professional Services Administrator or Procurement Office.) This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Name of Consultant: KCI Technologies, Inc. By: Erick Fry Date: 11/4/2021 Authorized Signature: ;/ Title: Vice President CA0 16E3 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 375-030-34 DISCLOSURE OF LOBBYING ACTIVITIES PROCUREMENT 02/16 Is this form applicable to your firm? YES ❑ NO I$X If no,then please complete section 4 below for"Prime" 1. Type of Federal Action: 2. Status of Federal Action: 3. Report Type: a. contract a. bid/offer/application a. initial filing b. grant b. initial award b. material change c. cooperative agreement c. post-award For Material Change Only: d. loan Year: Quarter: e. loan guarantee Date of last report: f. loan insurance (mm/dd/yyyy) 4. Name and Address of Reporting Entity: 5. If Reporting Entity in No. 4 is a Subawardee, Enter Name and Prime ❑ Subawardee Address of Prime: Tier , if known: KCI Technologies, Inc. 1425 W Cypress Creek Road, Suite 101 Fort Lauderdale. FL 33309 Congressional District, if known: 4c Congressional District, if known: 6. Federal Department/Agency: 7. Federal Program Name/Description: CFDA Number, if applicable: 8. Federal Action Number, if known: 9. Award Amount, if known: 10. a. Name and Address of Lobbying Registrant b. Individuals Performing Services (including address if (if individual, last name, first name, MI): different from No. 10a) (last name, first name, MI): 11. Information requested through this form is authorized by title 31 U.S.C.section 1352.This disclosure of lobbying activities is a Y 9 Signature: material representation of fact upon which reliance was placed by the tier above when this transaction was made or entered Print Name: Erick Fry into.This disclosure is required pursuant to 31 U.S.C. 1352. This information will be available for public inspection.Any person who fails to file the required disclosure shall be subject Title: Vice President to a civil penalty of not less than$10,000 and not more than $100,000 for each such failure. Telephone No.: 470.299.1392 Date (mm/dd/yyyy): 11/4/2021 Federal Use Only: Authorized for Local Reproduction Standard Form LLL(Rev.7-97) 1 6E 3 375-030-34 PROCUREMENT 04/14 Page 2 of 2 INSTRUCTIONS FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING ACTIVITIES This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient, at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence 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 a covered Federal action. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information. 1. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence the outcome of a covered Federal action. 2. Identify the status of the covered Federal action. 3. Identify the appropriate classification of this report. If this is a followup report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered Federal action. 4. Enter the fullname, address, city, State and zip code of the reporting entity. Include Congressional District, if known. Check the appropriate classification of the reporting entity that designates if it is, or expects to be, a prime or subaward recipient. Identify the tier of the subawardee, e.g., the first subawardee of the prime is the 1st tier. Subawards include but are not limited to subcontracts, subgrants and contract awards under grants. 5. If the organization filing the report in item 4 checks"Subawardee,"then enter the full name, address, city, State and zip code of the prime Federal recipient. Include Congressional District, if known. 6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name, if known. For example, Department of Transportation, United States Coast Guard. 7. Enter the Federal program name or description for the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans, and loan commitments. 8. Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e.g., Request for Proposal (RFP) number; Invitation for Bid (IFB) number; grant announcement number;the contract, grant, or loan award number;the application/proposal control number assigned by the Federal agency). Include prefixes, e.g., "RFP-DE-90-001." 9. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitment for the prime entity identified in item 4 or 5. 10. (a) Enter the full name, address, city, State and zip code of the lobbying registrant under the Lobbying Disclosure Act of 1995 engaged by the reporting entity identified in item 4 to influence the covered Federal action. (b) Enter the full names of the individual(s) performing services, and include full address if different from 10 (a). Enter Last Name, First Name, and Middle Initial (MI). 11. The certifying official shall sign and date the form, print his/her name, title, and telephone number. According to the Paperwork Reduction Act,as amended,no persons are required to respond to a collection of information unless it displays a valid OMB Control Number.The valid OMB control number for this information collection is OMB No.0348-0046.Public reporting burden for this collection of information is estimated to average 10 minutes per response,including time for reviewing instructions,searching existing data sources, gathering and maintaining the data needed,and completing and reviewing the collection of information.Send comments regarding the burden estimate or any other aspect of this collection of information,including suggestions for reducing this burden,to the Office of Management and Budget,Paperwork Reduction Project(0348-0046),Washington,DC 20503. 16E3 375-030-50 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION PROCUREMENT CONFLICT OF INTEREST/CONFIDENTIALITY CERTIFICATION OGC-03/17 Information entered on this page will carry over to subsequent pages. When completed: Print this document to PDF by choosing File, Save as, and selection PDF as the file type (excluding page 1 from printing) or Print only the pages from the sections you need for signature using the printer icon buttons. Advertisement No./ Description Financial Project Number(s) Solicitation No N/A across all versions VERSIONS r—, TECHNICAL REVIEW COMMITTEE/DOT TECHNICAL ADVISORS SELECTION COMMITTEE r� PUBLIC OFFICERS/EMPLOYEES TECHNICAL REVIEW/AWARDS COMMITTEE FOR LOW BID PROJECTS CONSULTANT/CONTRACTOR SERVING IN THE ROLE OF PROJECT MANAGER IS r-, CONSULTANT/CONTRACTOR/TECHNICAL ADVISORS ICI 16E3 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 375-030-50 MENT CONFLICT OF INTEREST/CONFIDENTIALITY CERTIFICATION PROGCRE 3/17 TECHNICAL REVIEW COMMITTEE/DOT TECHNICAL ADVISORS I certify that I have no present conflict of interest on the projects identified below, and that I will recuse myself from any capacity of decision making, approval,disapproval, or recommendation of any consultant/contractor/vendor for selection on any contract if I have a conflict of interest or a potential conflict of interest. As set forth in Sections 112.313 and 334.193, Florida Statutes,employees of the Department may not have any interest,financial or otherwise, direct or indirect;engage in any business transaction or professional activity; or accept any obligation of any kind which is in conflict with the proper conduct of their duties in the public interest. I recognize that employees are expected to honor the ethical obligations inherent in public service.These obligations go beyond mere legal obligations and demand from the employee a greater sensitivity to his or her conduct, as well as the public's perception of such conduct. Employees are expected to safeguard their ability to make objective,fair, and impartial decisions,and therefore may not accept benefits of any sort under circumstances in which it could be inferred by a reasonable observer that the benefit was intended to influence a pending or future decision of theirs, or to reward a past decision. Employees should avoid any conduct(whether in the context of business,financial, or social relationships)which might undermine the public trust,whether or not that conduct is unethical or lends itself to the appearance of ethical impropriety. I will maintain the confidentiality of all information not made public by the Florida Department of Transportation ("Department")related to the procurement of the above-referenced ("Project")that I gain access to as a result of my involvement with the Project("Procurement Information"). I understand that Procurement Information includes, but is not limited to, documents prepared by or for the Department related to procurement of the Project. I also understand that Procurement Information includes, but is not limited to,documents submitted to the Department by entities seeking an award of the Project("Proposers"). I understand that Procurement Information may include documents submitted by Proposers related to letters of response/letters of interest,technical proposals, price proposals, financial proposals, and information shared during exempt meetings. I also understand that Procurement Information may also include documents that evaluate or review documents submitted by Proposers, and information regarding Project cost estimates. I also agree not to discuss the Project with anyone who is a member of or acting on behalf of a Proposer. Unless so ordered by a court of competent jurisdiction or an opinion of the Office of the Florida Attorney General, I will not divulge any Procurement Information except to individuals who have executed a Conflict of Interest/Confidentiality Certification which has been approved by the Department("Project Personnel"). I understand that a list of Project Personnel will be maintained by Department. If I am contacted by any member of the public or the media with a request for Procurement Information, I will promptly forward such request to the Department's Procurement Office. I will also maintain security and control over all documents containing Procurement Information which are in my custody. I agree not to solicit or accept gratuities, unwarranted privileges or exemptions, favors, or anything of value from any firm under consideration for an agreement associated with the Project, and I recognize that doing so may be contrary to statutes, ordinances, and rules governing or applicable to the Department or may otherwise be a violation of the law. I agree not to engage in bid tampering, pursuant to Section 838.22, Florida Statutes. I realize that violation of the above mentioned statutes would be punishable in accordance with Section 112.317, Section 334.193, or Section 838.22, Florida Statutes, and could result in disciplinary action by the Department. Advertisement No./ Description Financial Project Number(s) Solicitation No Each undersigned individual agrees to the terms of this Conflict of Interest/Confidentiality Certification. Technical Review Committee Members: Printed Names Signatures Date 1 6E 3 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 375-030-50 CONFLICT OF INTEREST/CONFIDENTIALITY CERTIFICATION PROCUREMENT OGC-03/17 TECHNICAL REVIEW COMMITTEE/DOT TECHNICAL ADVISORS Additional Page Advertisement No./ Description Financial Project Number(s) Solicitation No Technical Review Committee Members: (Continued) Printed Names Signatures Date DOT Technical Advisors: Printed Names Signatures Date 1bE3 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 375-030-S0 CONFLICT OF INTEREST/CONFIDENTIALITY CERTIFICATION PROCUREMENT OGC-3/17 SELECTION COMMITTEE I certify that I have no present conflict of interest on the projects identified below, and that I will recuse myself from any capacity of decision making, approval,disapproval,or recommendation of any consultant/contractor/vendor for selection on any contract if I have a conflict of interest or a potential conflict of interest.As set forth in Sections 112.313 and 334.193, Florida Statutes,employees of the Department may not have any interest, financial or otherwise, direct or indirect;engage in any business transaction or professional activity; or accept any obligation of any kind which is in conflict with the proper conduct of their duties in the public interest. I recognize that employees are expected to honor the ethical obligations inherent in public service.These obligations go beyond mere legal obligations and demand from the employee a greater sensitivity to his or her conduct, as well as the public's perception of such conduct. Employees are expected to safeguard their ability to make objective,fair, and impartial decisions, and therefore may not accept benefits of any sort under circumstances in which it could be inferred by a reasonable observer that the benefit was intended to influence a pending or future decision of theirs, or to reward a past decision. Employees should avoid any conduct(whether in the context of business,financial, or social relationships)which might undermine the public trust,whether or not that conduct is unethical or lends itself to the appearance of ethical impropriety. I will maintain the confidentiality of all information not made public by the Florida Department of Transportation ("Department")related to the procurement of the above-referenced("Project")that I gain access to as a result of my involvement with the Project("Procurement Information"). I understand that Procurement Information includes, but is not limited to,documents prepared by or for the Department related to procurement of the Project. I also understand that Procurement Information includes, but is not limited to, documents submitted to the Department by entities seeking an award of the Project("Proposers"). I understand that Procurement Information may include documents submitted by Proposers related to letters of response/letters of interest,technical proposals, price proposals, financial proposals, and information shared during exempt meetings. I also understand that Procurement Information may also include documents that evaluate or review documents submitted by Proposers, and information regarding Project cost estimates. I also agree not to discuss the Project with anyone who is a member of or acting on behalf of a Proposer. Unless so ordered by a court of competent jurisdiction or an opinion of the Office of the Florida Attorney General, I will not divulge any Procurement Information except to individuals who have executed a Conflict of Interest/Confidentiality Certification which has been approved by the Department("Project Personnel"). I understand that a list of Project Personnel will be maintained by Department. If I am contacted by any member of the public or the media with a request for Procurement Information, I will promptly forward such request to the Department's Procurement Office. I will also maintain security and control over all documents containing Procurement Information which are in my custody. I agree not to solicit or accept gratuities, unwarranted privileges or exemptions,favors, or anything of value from any firm under consideration for an agreement associated with the Project, and I recognize that doing so may be contrary to statutes, ordinances, and rules governing or applicable to the Department or may otherwise be a violation of the law. I agree not to engage in bid tampering, pursuant to Section 838.22, Florida Statutes. I realize that violation of the above mentioned statutes would be punishable in accordance with Section 112.317, Section 334.193, and Section 838.22, Florida Statutes, and could result in disciplinary action by the Department.. Advertisement No./ Description Financial Project Number(s) Solicitation No Each undersigned individual agrees to the terms of this Conflict of Interest/Confidentiality Certification. Selection Committee Members: Date: Printed Names Signatures STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 31030 E 3 CONFLICT OF INTEREST/CONFIDENTIALITY CERTIFICATION PROCUREME OGC-3/17 SELECTION COMMITTEE Additional Page Advertisement No./ Description Financial Project Number(s) Solicitation No Each undersigned individual agrees to the terms of this Conflict of Interest/Confidentiality Certification. Selection Committee Members: Printed Names Signatures 16E3 MATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 375-030-50 CONFLICT OF INTEREST/CONFIDENTIALITY CERTIFICATION PROOCCREMENT PUBLIC OFFICERS/EMPLOYEES I certify that I have no present conflict of interest on the projects identified below,and that I will recuse myself from any capacity of decision making,approval,disapproval,or recommendation of any consultant/contractor/vendor for selection on any contract if I have a conflict of interest or a potential conflict of interest.As set forth in Sections 112.313 and 334.193, Florida Statutes,public officers or employees of an agency may not have any interest,financial or otherwise,direct or indirect;engage in any business transaction or professional activity;or accept any obligation of any kind which is in conflict with the proper conduct of their duties in the public interest. I recognize that State of Florida public officers or employees of an agency are expected to honor the ethical obligations inherent In public service.These obligations go beyond mere legal obligations and demand from the public officer or agency employee a greater sensitivity to his or her conduct,as well as the public's perception of such conduct. State of Florida public officers or employees of an agency are expected to safeguard their ability to make objective, fair,and impartial decisions, and therefore may not accept benefits of any sort under circumstances in which it could be inferred by a reasonable observer that the benefit was intended to influence a pending or future decision of theirs,or to reward a past decision. Public officers or employees of an agency should avoid any conduct(whether in the context of business,financial,or social relationships)which might undermine the public trust,whether or not that conduct is unethical or lends itself to the appearance of ethical impropriety. I will maintain the confidentiality of all information not made public by the Florida Department of Transportation("Department")related to the procurement of the above-referenced("Project")that I gain access to as a result of my involvement with the Project("Procurement Information"). I understand that Procurement Information includes, but is not limited to,documents prepared by or for the Department related to procurement of the Project. I aiso understand that Procurement Information inciudes,but is not limited to,documents submitted to the Department by entities seeking an award of the Project("Proposers"), I understand that Procurement Information may include documents submitted by Proposers related to letters of response/letters of interest,technical proposals,price proposals, financial proposals, and information shared during exempt meetings. I also understand that Procurement Information may also Include documents that evaluate or review documents submitted by Proposers,and Information regarding Project cost estimates, I also agree not to discuss the Project with anyone who is a member of or acting on behalf of a Proposer. Unless so ordered by a court of competent jurisdiction or an opinion of the Office of the Florida Attorney General, I will not divulge any Procurement Information except to individuals who have executed a Conflict of Interest/Confidentiality Certification which has been approved by the Department("Project Personnel"). I understand that a list of Project Personnel will be maintained by Department. If I am contacted by any member of the public or the media with a request for Procurement Information, I will promptly forward such request to the Department's Procurement Office. I will also maintain security and control over all documents containing Procurement Information which are in my custody. I agree not to solicit or accept gratuities, unwarranted privileges or exemptions, favors,or anything of value from any firm under consideration for an agreement associated with the Project,and I recognize that doing so may be contrary to statutes,ordinances,and rules governing or applicable to the Department or may otherwise be a violation of the law. I agree not to engage in bid tampering, pursuant to Section 838.22, Florida Statutes. I realize that violation of the above mentioned statutes would be punishable in accordance with Section 112.317,Section 334.193, or Section 838.22, Florida Statutes,and could result in disciplinary action. Advertisement No./ Description Financial Project Number(s) Solicitation No Each undersigned individual agrees to the terms of this Conflict of Interest/Confidentiality Certification. (continued on next page) Printed Names Signatures Date CA() 1bE3 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 375-030-50 CONFLICT OF INTEREST/CONFIDENTIALITY CERTIFICATION PROCUREMENT OGC-03/17 PUBLIC OFFICERS/EMPLOYEES Additional Page Advertisement No./ Description Financial Project Number(s) Solicitation No Each undersigned individual agrees to the terms of this Conflict of Interest/Confidentiality Certification Printed Names Signatures Date CAO STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 375 030 50 CONFLICT OF INTEREST/CONFIDENTIALITY CERTIFICATION PROCUREMENT OGC-03/17 TECHNICAL REVIEW/AWARDS COMMITTEE LOW BID PROJECTS I certify that I have no present conflict of interest on the projects identified below, and that I will recuse myself from any capacity of decision making, approval,disapproval,or recommendation of any consultant/contractor/vendor for selection on any contract if I have a conflict of interest or a potential conflict of interest.As set forth in Sections 112.313 and 334.193, Florida Statutes,employees of the Department may not have any interest, financial or otherwise, direct or indirect; engage in any business transaction or professional activity; or accept any obligation of any kind which is in conflict with the proper conduct of their duties in the public interest. I recognize that employees are expected to honor the ethical obligations inherent in public service.These obligations go beyond mere legal obligations and demand from the employee a greater sensitivity to his or her conduct, as well as the public's perception of such conduct. Employees are expected to safeguard their ability to make objective, fair, and impartial decisions, and therefore may not accept benefits of any sort under circumstances in which it could be inferred by a reasonable observer that the benefit was intended to influence a pending or future decision of theirs, or to reward a past decision. Employees should avoid any conduct(whether in the context of business, financial,or social relationships)which might undermine the public trust,whether or not that conduct is unethical or lends itself to the appearance of ethical impropriety. I will rr:aintain the confidentiality of all information not made public by the Florida Department of Transportation("Department")related to the procurement of the above-referenced ("Project")that I gain access to as a result of my involvement with the Project("Procurement Information"). I understand that Procurement Information includes, but is not limited to, documents prepared by or for the Department related to procurement of the Project. I also understand that Procurement Information includes, but is not limited to,documents submitted to the Department by entities seeking an award of the Project("Proposers"). I understand that Procurement Information may include documents submitted by Proposers related to letters of response/letters of interest,technical proposals, price proposals, financial proposals, and information shared during exempt meetings. I also understand that Procurement Information may also include documents that evaluate or review documents submitted by Proposers, and information regarding Project cost estimates. I also agree not to discuss the Project with anyone who is a member of or acting on behalf of a Proposer. Unless so ordered by a court of competent jurisdiction or an opinion of the Office of the Florida Attorney General, I will not divulge any Procurement Information except to individuals who have executed a Conflict of Interest/Confidentiality Certification which has been approved by the Department("Project Personnel"). I understand that a list of Project Personnel will be maintained by Department. If I am contacted by any member of the public or the media with a request for Procurement Information, I will promptly forward such request to the Department's Procurement Office. I will also maintain security and control over all documents containing Procurement Information which are in my custody. I agree not to solicit or accept gratuities, unwarranted privileges or exemptions, favors, or anything of value from any firm under consideration for an agreement associated with the Project, and I recognize that doing so may be contrary to statutes, ordinances, and rules governing or applicable to the Department or may otherwise be a violation of the law. I agree not to engage in bid tampering, pursuant to Section 838.22, Florida Statutes. I realize that violation of the above mentioned statutes would be punishable in accordance with Section 112.317, Section 334.193, or Section 838.22, Florida Statutes, and could result in disciplinary action by the Department. Letting Date: Contract Number(s): Technical Review/Awards Committee Members: Each undersigned individual agrees to the terms of this Conflict of Interest/Confidentiality Certification. Printed Names Signatures Date CA() 1 6E 3 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 375-030-50 CONFLICT OF INTEREST/CONFIDENTIALITY CERTIFICATION PROCUREMENT OGC-03/17 TECHNICAL REVIEW/AWARDS COMMITTEE LOW BID PROJECTS Additional Page Contract Number(s): Each undersigned individual agrees to the terms of this Conflict of Interest/Confidentiality Certification Printed Names Signatures Date 1 6E 3 SLATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 375-030-50 CONFLICT OF INTEREST/CONFIDENTIALITY CERTIFICATION PROCUREMENT FOR CONSULTANT/CONTRACTOR OGC-03/17 SERVING IN THE ROLE OF PROJECT MANAGER FOR FDOT I certify that I have no present conflict of interest,that I have no knowledge of any conflict of interest that my firm may have, and that I will recuse myself from any capacity of decision making,approval,disapproval,or recommendation on any contract if I have a conflict of interest or a potential conflict of interest. Consultants/Contractors are expected to safeguard their ability to make objective,fair,and impartial decisions when performing work for the Department,and therefore may not accept benefits of any sort under circumstances in which it could be inferred by a reasonable observer that the benefit was Intended to influence a pending or future decision of theirs,or to reward a past decision,Consultants performing work for the Department should avoid any conduct(whether in the context of business,financial,or social relationships) which might undermine the public trust,whether or not that conduct is unethical or lends Itself to the appearance of ethical impropriety. I will maintain the confidentiality of all information not made public by the Florida Department of Transportation("Department")related to the procurement of the above-referenced("Project")that I gain access to as a result of my involvement with the Project("Procurement Information"). I understand that Procurement Information includes,but is not limited to,documents prepared by or for the Department related to procurement of the Project. I also understand that Procurement Information includes,but is not limited to,documents submitted to the Department by entities seeking an award of the Project("Proposers"). I understand that Procurement Information may include documents submitted by Proposers related to letters of response/letters of interest,technical proposals,price proposals, financial proposals, and information shared during exempt meetings. I also understand that Procurement Information may also include documents that evaluate or review documents submitted by Proposers,and information regarding Project cost estimates. I also agree not to discuss the Project with anyone who is a member of or acting on behalf of a Proposer. Unless so ordered by a court of competent jurisdiction or an opinion of the Office of the Florida Attorney General,I will not divulge any Procurement Information except to individuals who have executed a Conflict of Interest/Confidentiality Certification which has been approved by the Department("Project Personnel"), I understand that a list of Project Personnel will be maintained by Department. If I am contacted by any member of the public or the media with a request for Procurement Information, I will promptly forward such request to the Department's Procurement Office. I will also maintain security and control over all documents containing Procurement Information which are in my custody. I agree not to solicit or accept gratuities, unwarranted privileges or exemptions,favors,or anything of value from any firm under consideration for an agreement associated with the Project,and I recognize that doing so may be contrary to statutes,ordinances,and rules governing or applicable to the Department or may otherwise be a violation of the law, I agree not to engage in bid tampering, pursuant to Section 838.22, Florida Statutes. I realize that violation of the above mentioned standards could result in the termination of my work for the Department. I further realize that violation of the above mentioned statute would be punishable in accordance with Section 838.22, Florida Statutes. Advertisement No./ Description Financial Project Number(s) Solicitation No • Each undersigned individual agrees to the terms of this Conflict of Interest/Confidentiality Certification. Printed Names Signatures Date E Sv".-it 4 16E3 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 375-030-50 CONFLICT OF INTEREST/CONFIDENTIALITY CERTIFICATION PROCUREMENT FOR CONSULTANT/CONTRACTOR OGC-03/17 SERVING IN THE ROLE OF PROJECT MANAGER FOR FDOT Additional Page Advertisement No./ Description Financial Project Number(s) Solicitation No Printed Names Signatures Date � 6E3 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 375-030-50 CONFLICT OF INTEREST/CONFIDENTIALITY CERTIFICATION PROCUREMENT OGC-03/17 FOR CONSULTANT/CONTRACTOR/TECHNICAL ADVISORS I certify that I have no present conflict of interest, that I have no knowledge of any conflict of interest that my firm may have, and that I will recuse myself from any capacity of decision making, approval, disapproval, or recommendation on any contract if I have a conflict of interest or a potential conflict of interest. Consultants/Contractors are expected to safeguard their ability to make objective,fair,and impartial decisions when performing work for the Department,and therefore may not accept benefits of any sort under circumstances in which it could be inferred by a reasonable observer that the benefit was intended to influence a pending or future decision of theirs, or to reward a past decision. Consultants performing work for the Department should avoid any conduct(whether in the context of business, financial, or social relationships) which might undermine the public trust,whether or not that conduct is unethical or lends itself to the appearance of ethical impropriety. I will maintain the confidentiality of all information not made public by the Florida Department of Transportation("Department")related to the procurement of the above-referenced ("Project")that I gain access to as a result of my involvement with the Project("Procurement Information"). I understand that Procurement Information includes, but is not limited to, documents prepared by or for the Department related to procurement of the Project. I also understand that Procurement Information includes, but is not limited to,documents submitted to the Department by entities seeking an award of the Project("Proposers"). I understand that Procurement Information may include documents submitted by Proposers related to letters of response/letters of interest, technical proposals, price proposals, financial proposals, and information shared during exempt meetings. I also understand that Procurement Information may also include documents that evaluate or review documents submitted by Proposers, and information regarding Project cost estimates. I also agree not to discuss the Project with anyone who is a member of or acting on behalf of a Proposer. Unless so ordered by a court of competent jurisdiction or an opinion of the Office of the Florida Attorney General, I will not divulge any Procurement Information except to individuals who have executed a Conflict of Interest/Confidentiality Certification which has been approved by the Department("Project Personnel"). I understand that a list of Project Personnel will be maintained by Department. If I am contacted by any member of the public or the media with a request for Procurement Information, I will promptly forward such request to the Department's Procurement Office. I will also maintain security and control over all documents containing Procurement Information which are in my custody. I agree not to solicit or accept gratuities, unwarranted privileges or exemptions, favors, or anything of value from any firm under consideration for an agreement associated with the Project, and I recognize that doing so may be contrary to statutes, ordinances,and rules governing or applicable to the Department or may otherwise be a violation of the law. I agree not to engage in bid tampering, pursuant to Section 838.22, Florida Statutes. I realize that violation of the above mentioned standards could result in the termination of my work for the Department. I further realize that violation of the above mentioned statute would be punishable in accordance with Section 838.22, Florida Statutes.. Advertisement No./ Description Financial Project Number(s) Solicitation No Each undersigned individual agrees to the terms of this Conflict of Interest/Confidentiality Certification. Printed Names Signatures Date r1 CCA(' 1 6E 3 STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION 375-030-50 CONFLICT OF INTEREST/CONFIDENTIALITY CERTIFICATION PROCUREMENT OGC-03/17 FOR CONSULTANT/CONTRACTOR/TECHNICAL ADVISORS Additional Page Advertisement No./ Description Financial Project Number(s) Solicitation No Each undersigned individual agrees to the terms of this Conflict of Interest/Confidentiality Certification. Printed Names Signatures Date 1 6 E 3 ____+1 KCITECH-01 AMORRISON A`CO- RO CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDlYYYY) 9/29/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME CT Maureen Martin,AAI Lyons Insurance Agency,Inc. PHONE 501 Carr Road,Suite 301 (A/C,No,Eat):(302)472-2914 I(A/,No): Wilmington,DE 19809 ass,mmartin@Iyonsinsurance.com INSURER(S)AFFORDING COVERAGE NAIC f INSURER A:National Union Fire Insurance Company of Pittsburgh,PA 19445 INSURED INSURERS:Great American Insurance Co. 16691 KCI Technologies,Inc. INSURER C:New Hampshire Insurance Company 23841 1425 W.Cypress Creek Rd.,Suite 101 INSURER D: Fort Lauderdale,FL 33309 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP POLICY NUMBER LTR INSD WVD IMM/DD/YYYYI (MM/OD/YYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR X GL 522-24-13 4/1/2021 4/1/2022 pMEMISES(Ea oNccruEr ence $ 500,000 MED EXP(Any one person) $ 25,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X JECT LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: A AUTOMOBILE LIABILITY COa aBB.NEDtSINGLE LIMIT $ 2,000,000 4/1/2021 4/1/2022 BODILY INJURYjPerperson) $ X ANY AUTO X CA448-95-82 OWNED SCHEDULED _ AUTOS ONLY AUTOS BODILY INJURY(Per acciderA $ p AUTOS ONLY NON-OWNED ONLYY PROPERTYr cntDAMAGE $ _ $ B X UMBRELLA LIAB X OCCUR 10,000,000 EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE X TUU020292510 4/1/2021 4/1/2022 AGGREGATE $ 10,000,000 DED X RETENTION S 10,000 $ C AND EMPLOYERS'COMPENSATION Y/N X STATUTE OTH- ER ANY PROPRIETOR/PARTNER/EXECUTIVE WC 012-01-6190 4/1/2021 4/1/2022 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N N/A 1,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached it more space Is required) Contract#18-7432-ST Professional Services Library-Structural Engineering Category Collier County,Collier County Board of County Commissioners,Board of County Commissioners in Collier County,and Collier County Government are included as Additional Insured under General&Automobile Liability on a Primary/Non-Contributory basis,where required by written contract.Umbrella Liability is Following Form with the Underlying.If coverage Is canceled by the company,notice of cancellation will be provided at least 30 days in advance, subject to state-specific statutes. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 3295 Tamiami Trail East,Bldg.C-2 Naples,FL 34112 AUTHORIZED REPRESENTATIVE 71.21 I — ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 16E ENDORSEMENT This endorsement, effective 12:01 A.M. 04/01 /2020 forms a part of Policy No.CA 448-95-82 issued to KC I ET AL by NATIONAL UNION FIRE INSURANCE COMPANY OF P I TTSBURGH, PA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - WHERE REQUIRED UNDER CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM SCHEDULE ADDITIONAL INSURED: Any person or organization for whom you are contractually bound to provide Additional Insured status but only to the extent of such person's or organization's liability arising out of the use of a covered "auto" . I. SECTION II - COVERED AUTOS LIABILITY COVERAGE, A. Coverage, 1. - Who Is Insured, is amended to add: d. Any person or organization, shown in the schedule above, to whom you become obligated to include as an additional insured under this policy, as a result of any contract or agreement you enter into which requires you to furnish insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of use of a covered "auto". However, the insurance provided will not exceed the lesser of: (1) The coverage and/or limits of this policy, or (2) The coverage and/or limits required by said contract or agreement. AUTHORIZED REPRESENTATIVE 87950 (9/14) Includes copyrighted information of Insurance Services Office,Inc., Page 1 of 1 with its permission. 1bE3 POLICY NUMBER: GL 522-24-13 COMMERCIAL GENERAL LIABILITY CG 20 10 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location(s) Of Covered Operations ANY PERSON OR ORGANIZATION WHOM YOU PER THE CONTRACT OR AGREEMENT. BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II 6 Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional organization(s) shown in the Schedule, but only exclusions apply: with respect to liability for "bodily injury", This insurance does not apply to "bodily injury" "property damage" or "personal and advertising or "property damage" occurring after: injury" caused, in whole or in part, by: 1. All work, including materials, parts or 1. Your acts or omissions; or equipment furnished in connection with such 2. The acts or omissions of those acting on work, on the project (other than service, your behalf; maintenance or repairs) to be performed by in the performance of your ongoing operations or on behalf of the additional insured(s) at for the additional insured(s) at the location(s) the location of the covered operations has designated above. been completed; or However: 2. That portion of "your work" out of which the injury or damage arises has been put to 1. The insurance afforded to such additional its intended use by any person or insured only applies to the extent permitted organization other than another contractor or by law; and subcontractor engaged in performing 2. If coverage provided to the additional operations for a principal as a part of the insured is required by a contract or same project. agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 10 12 19 p Insurance Services Office, Inc., 2018 Page 1 of 2 C. With respect to the insurance afforded to these 2. Available under the applicable limits of additional insureds, the following is added to insurance; Section III - Limits Of Insurance: whichever is less. If coverage provided to the additional insured is This endorsement shall not increase the required by a contract or agreement, the most applicable limits of insurance. we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or Page 2 of 2 0 Insurance Services Office, Inc., 2018 CG 20 10 12 19 POLICY NUMBER: GL 522-24-13 COMMERCIAL GENERAL LIABILITY CG 20 37 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Location And Description Of Completed Operations ANY PERSON OR ORGANIZATION WHOM PER THE CONTRACT OR AGREEMENT. YOU BECOME OBLIGATED TO INCLUDE AS ANADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III — Limits Of Insurance: with respect to liability for "bodily injury" or If coverage provided to the additional insured is "property damage" caused, in whole or in part, required by a contract or agreement, the most by "your work" at the location designated and we will pay on behalf of the additional insured described in the Schedule of this endorsement is the amount of insurance: performed for that additional insured and included in the "products-completed operations 1. Required by the contract or agreement; or hazard". 2. Available under the applicable limits of insurance; However: 1. The insurance afforded to such additional whichever is less. insured only applies to the extent permitted This endorsement shall not increase the by law; and applicable limits of insurance. 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. • CG 20 37 12 19 0 Insurance Services Office, Inc., 2018 Page 1 of 1 16E3 POLICY NUMBER: GL 522-24-13 COMMERCIAL GENERAL LIABILITY CG20011219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORY - OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other Insurance (2)You have agreed in writing in a contract or Condition and supersedes any provision to the agreement that this insurance would be contrary: primary and would not seek contribution Primary And Noncontributory Insurance from any other insurance available to the additional insured. This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1)The additional insured is a Named Insured under such other insurance; and CG 20 01 12 19 4 Insurance Services Office, Inc., 2018 Page 1 of 1 04/01/21 TUU-0202925 GREAT AMERICAN INSURANCE CO 1 6 E 3 410794 GAI 6079 (Ed. 10 98) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED LIMITATION Section V - DEFINITION F. "Insured," Paragraph 5 is deleted and replaced by the following: 5. Any person or organization, other than the Named Insured, included as an additional "Insured" solely by virtue of an "Insured Contract," and to which coverage is provided by the "underlying insurance," and for no broader coverage than is provided by the "underlying insurance" to such additional "Insured." The Limits of Insurance applicable to the additional "Insured" are the lesser of those specified in the Declarations of this policy or those specified in the "insured contract" less the applicable "underlying insurance." The Limits of Insurance applicable to the additional "Insured" are included within, and not in addition to, the Limits of Insurance shown in the Declarations. This Endorsement does not change any other provision of the policy. GAI 6079 (Ed. 10/98) XS 04/01/21 *TUU-0202925 GREAT AMERICAN INSURANCE CO 410794 1 6 E 3 GAI 6011 ( Ed . 06 97) GENERAL ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY . PLEASE READ IT CAREFULLY . AMENDMENT - OTHER INSURANCE SCHEDULED PERSONS OR ORGANIZATIONS FOR WHOM YOU HAVE AGREED IN A WRITTEN CONTRACT TO PROVIDE INSURANCE IN CONSIDERATION FOR THE PREMIUM PAID FOR THIS ENDORSEMENT , THE FOLLOWING IS ADDED TO PARAGRAPH J . - OTHER INSURANCE OF SECTION VI - CONDITIONS : HOWEVER , FOR ANY PERSON OR ORGANIZATION THAT IS SHOWN IN SCHEDULE A BELOW AND THAT QUALIFIES AS AN " INSURED" UNDER THIS POLICY , AND IF THE WRITTEN CONTRACT IN WHICH YOU HAVE SIGNED AND AGREED TO PROVIDE INSURANCE PRIOR TO THE LOSS FOR THE PERSON OR ORGANIZATION SCHEDULED BELOW , WHICH SPECIFICALLY REQUIRES THAT THIS INSURANCE APPLY ON A PRIMARY OR A PRIMARY AND NON-CONTRIBUTORY BASIS , THIS INSURANCE WILL APPLY AS IF OTHER INSURANCE AVAILABLE TO THAT PERSON OR ORGANIZATION WHICH COVERS THAT PERSON OR ORGANIZATION AS A NAMED INSURED DOES NOT EXIST , AND WE WILL NOT SHARE WITH THAT OTHER INSURANCE . BUT , THIS INSURANCE IS STILL EXCESS OVER ANY OTHER VALID AND COLLECTIBLE INSURANCE , WHETHER SUCH INSURANCE IS STATED TO BE PRIMARY , CONTRIBUTING , EXCESS , CONTINGENT OR OTHERWISE , WITH RESPECT TO THE AUTO HAZARD , OR ANY OTHER VALID AND COLLECTIBLE INSURANCE THAT IS AVAILABLE TO THAT PERSON OR ORGANIZATION AS AN ADDITIONAL INSURED UNDER SUCH OTHER INSURANCE . THERE IS NO COVERAGE AFFORDED UNDER THIS ENDORSEMENT FOR ANY PERSON OR ORGANIZATION THAT IS SHOWN IN SCHEDULE A BELOW FOR "BODILY INJURY" , "PROPERTY DAMAGE" , "PERSONAL INJURY" OR "ADVERTISING INJURY" ARISING OUT OF THE SOLE NEGLIGENCE OF ANY PERSON OR ORGANIZATION THAT IS SHOWN IN SCHEDULE A BELOW OR BY THOSE ACTING ON THEIR BEHALF . SCHEDULE A 1 . ANY PERSON OR ORGANIZATION FOR WHOM OR FOR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO PROVIDE INSURANCE ON A PRIMARY AND NON-CONTRIBUTORY BASIS , SUBJECT TO THE TERMS AND CONDI"T'IONS OF THIS POLICY . THE TERMS OF THIS ENDORSEMENT WILL ONLY APPLY TO THE EXTENT THAT THE WRITTEN CONTRACT OR AGREEMENT ACKNOWLEDGED IN THIS ENDORSEMENT IS ALSO COVERED BY A POLICY LISTED IN THE SCHEDULE OF UNDERLYING INSURANCE AND FOR NO BROADER COVERAGE THAN IS PROVIDED BY SUCH INSURANCE . THIS ENDORSEMENT DOES NOT CHANGE ANY OTHER PROVISION OF THE POLICY . Cs A I r_na a / C .+ nG /n7% non in.. ..,. 4 ^ { 16E3 { Client#:42475 KCITEC ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 12/09/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Letha E. Lombardi CBIZ Insurance Services, Inc. PHONE 443 259-3237 FAX 44 Baltimore Street (A/C,No,Ext): (A/C,No): E-MAIL certrequest@cbiz.com Cumberland,MD 21502 ADDRESS: q @cbiz.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:XL Specialty Insurance Co. 37885 INSURED INSURER B: KCI Technologies,Inc. 1425 W.Cypress Creek Rd,Suite 101 INSURER C: Fort Lauderdale,FL 33972 INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR PREMISES(Ea occur ence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO- POLICY JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) _ ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE FR ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A { (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional DPR9986964 12/15/2021 12/15/2022 $10,000,000 each claim Liability $15,000,000 Aggregate $500,000 deductible DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Re:Contract#18-7432-ST, Professional Services Library-Structural Engineering Category. 30 days written notice of cancellation applies. CERTIFICATE HOLDER CANCELLATION Collier County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 3295 Tamiami Trail East, Bldg.#C-2 ACCORDANCE WITH THE POLICY PROVISIONS. Naples, FL 34112-4901 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S2957647/M2956424 OPRS2 • ,w ..ram ;;, 16E 3 ENDORSEMENT This endorsement, effective 12:01 A.M. 04/01/2021 forms a part of policy No.GL 522-24-13 issued to KCI , ET AL by NATIONAL UNION FIRE INSURANCE COMPANY OF P I TTSBURGH, PA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - WHERE REQUIRED UNDER CONTRACT OR AGREEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SECTION II - WHO IS AN INSURED, is amended to include as an additional insured: Any person or organization to whom you become obligated to include as an additional insured under this policy, as a result of any contract or agreement you enter into which requires you to furnish insurance to that person or organization of the type provided by this policy, but only with respect to liability arising out of your operations or premises owned by or rented to you. However, the insurance provided will not exceed the lesser of: ■ The coverage and/or limits of this policy, or ▪ The coverage and/or limits required by said contract or agreement. Authorized Representative or Countersignature (in States Where Applicable) 61712 (12/06) Page 1 of 1 16E 3 ENDORSEMENT This endorsement,effective 1 2:01 A.M. 04/20/2/321 forms a part of policy No. CA 448-95-82 by NATIONAL UNION FIRE INSURANCE COMPANY OF P I TTSBURGH, PA THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. INSURANCE PRIMARY AS TO CERTAIN ADDITIONAL INSUREDS This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM Section IV - Business Auto Conditions, B., General Conditions, 5., Other Insurance, c., is amended by the addition of the following sentence: The insurance afforded under this policy to an additional insured will apply as primary insurance for such additional insured where so required under an agreement executed prior to the date of accident. We will not ask any insurer that has issued other insurance to such additional insured to contribute to the settlement of loss arising out of such accident. All other terms and conditions remain unchanged. I � Authorized Representative or Countersignature(in States Where Applicable) 74445 (10/99)