#09-5207 (Tindale-Oliver)
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Contract 09-5207
Consulting Services for the Collier Area Transit (CAT) Program
FIXED TERM CONTRACT FOR PROFESSIONAL SERVICES
THIS AGREEMENT is made and entered into this 29th day of September, 2009, by and
between the Board of County Commissioners for Collier County, Florida, a political subdivision of the
State of Florida (hereinafter referred to as the "COUNTY" or "OWNER") and Tindale-Oliver &
Associates, Inc., authorized to do business in the State of Florida, whose business address is 1000
North Ashley Drive, Suite 100, Tampa, Florida 33602 (hereinafter referred to as the
"CONSULTANT").
WIT N E SSE T H:
WHEREAS, it is in the best interests of OWNER to be able to obtain professional
CONSULTANT Planning, Urban Design and General Consulting in accordance with Schedule E,
Scope of Services, for services expeditiously when a need arises in con~ection with a Collier County
project; and
WHEREAS, Section 287.055, Florida Statutes (Consultant's Competitive Negotiation Act),
makes provisions for a fixed term contract with a firm to provide professional services to a political
subdivision, such as the County; and
WHEREAS, OWNER has selected CONSULTANT in accordance with the provisions of
Section 287.055, Florida Statutes, to provide professional CONSULTANT Planning, Urban Design
and General Consulting services which includes Category I - TransitlTransportation Operations
and Financial Planning, Category II - Technical Studies, Category III - Urban Design and
Environmental Services, and Category IV - Mobility Management, Intelligent Transportation
Systems (ITS) and Geographic Information System (GIS) as described in Schedule E, Scope of
Services on a fixed term basis as directed by OWNER for such projects and tasks as may be required
from time to time by OWNER.
NOW, THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties hereto agree as follows:
ARTICLE 1
CONSULTANT'S RESPONSIBILITY
1.1 From time to time upon the written request or direction of OWNER as hereinafter provided,
CONSULTANT shall provide to OWNER professional Planning, Urban Design and General
Consulting services (hereinafter the "Services") as herein set forth. The term "Services" includes all
Additional Services authorized by written Amendment or Change Order as hereafter provided.
1.2 All Services to be performed by CONSULTANT pursuant to this Agreement shall be in
conformance with the scope of services, which shall be described in a Work Order issued pursuant to
the procedures described herein. The form of the Work Order is set forth in attached Schedule A.
Reference to the term "Work Order" herein, with respect to authorization of Services, includes all
written Amendments or Change Orders to any particular Work Order. CONSULTANT acknowledges
and agrees that each individual Work Order shall not exceed $200,000 unless otherwise approved in
writing by the Board of County Commissioners, and that the total initial compensation for all Work
Orders issued under this Agreement shall not exceed $750,000 annually, unless otherwise approved
in writing by the Board of County Commissioners of Collier County.
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The Owner shall provide a summary of Work to be performed which will afford the Contractor the
opportunity to submit a formal quotation for the Work; the Contractor shall respond with the
information sought within seven (7) working days. For projects with an estimated cost up to Two
Hundred Thousand Dollars ($200,000) or less, the Owner shall obtain written proposals from at least
three (3) or more of the selected firms, negotiate favorable project terms and conditions, and issue a
numbered Work Order, signed by the Department Director to initiate the projects. These quotes may
be obtained electronically via the On-Line Bidding System. Completion time and the collection of
liquidated damages may be specified in the Quotation and a Performance Bond may be required. A
Certification of Final Completion will be required by the County in order for the Contractor to receive
final payment.
For projects with an estimated cost over Two Hundred Thousand and One Dollars ($200,001) and
less than Five Hundred Thousand Dollars ($750,000), competitive quotes shall be solicited from at
least three (3) of the selected firms in the specific categories. The Consultant shall respond with the
information sought within seven (7) working days. The County will negotiate favorable project terms
and conditions, and issue a numbered Work Order to initiate the projects. Staff recommendations will
then be submitted to the Board of County Commissioners for approval after County Attorney
approval.
1.2.1 All Services must be authorized in writing by OWNER in the form of a Work Order.
CONSULTANT shall not provide any Services to OWNER unless and to the extent they are required in
a written Work Order. Any Services provided by CONSULTANT without a written Work Order shall be
at CONSULTANT'S own risk and OWNER shall have no liability for such Services.
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1.2.2 As OWNER identifies certain Services it wishes CONSULTANT to provide pursuant to
the terms of this Agreement, OWNER shall request a proposal from CONSULTANT for such Services,
said proposal to be in compliance with the terms of this Agreement. If the parties reach an agreement
with respect to such Services, including, but not limited to the scope, compensation and schedule for
performance of those Services, a Work Order shall be prepared which incorporates the terms of the
understanding reached by the parties with respect to such Services and if both parties are in
agreement therewith, they shall jointly execute the Work Order.
1.2.3 Upon execution of a Work Order as aforesaid, CONSULTANT agrees to promptly
provide the Services required thereby, in accordance with the terms of this Agreement and the subject
Work Order.
1.2.4 It is mutually understood and agreed that the nature, amount and frequency of the
Services shall be determined solely by OWNER and that OWNER does not represent or guarantee
unto CONSULTANT that any specific amount of Services will be requested or required of
CONSULTANT pursuant to this Agreement.
1.2.5 CONSULTANT shall have no authority to act as the agent of OWNER under this
Agreement or any Work Order, or to obligate OWNER in any manner or way.
1.2.6 All duly executed Work Orders (including all written Amendments or Change Orders
thereto) are hereby incorporated into and made a part of this Agreement by reference.
1.3 The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all
such licenses as are required to do business in the State of Florida and in Collier County, Florida,
including, but not limited to, all licenses required by the respective state boards and other
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governmental agencies responsible for regulating and licensing the professional Services to be
provided and performed by the CONSULTANT pursuant to this Agreement.
1.4 The CONSULTANT agrees that, when the Services to be provided hereunder relate to a
professional service which, under Florida Statutes, requires a license, certificate of authorization or
other form of legal entitlement to practice such Services, it shall employ and/or retain only qualified
personnel to provide such Services to OWNER.
1.5 CONSULTANT hereby designates Joel Rey, P.E., AICP, as its Principal in Charge (hereinafter
referred to as the "Principal in Charge") with full authority to bind and obligate CONSULTANT on all
matters arising out of or relating to this Agreement. In each Work Order CONSULTANT will
designate a qualified licensed professional to serve as CONSULTANT'S project coordinator for the
Services to be provided under that Work Order (hereinafter referred to as the "Project Coordinator").
The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with
respect to directing, coordinating and administering all aspects of the Services to be provided and
performed under the Work Order. Further, the Project Coordinator has full authority to bind and
obligate the CONSULTANT on all matters arising out of or relating to the Work Order. The
CONSULTANT agrees that the Principal in Charge and the Project Coordinators shall devote
whatever time is required to satisfactorily manage the services to be provided and performed by the
CONSULTANT under the Work Order. CONSULTANT further agrees that the Principal in Charge
and Project Coordinators shall not be removed by CONSULTANT without OWNER'S prior written
approval, and if so removed must be immediately replaced with a person acceptable to OWNER.
1.6 CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from
OWNER to promptly remove and replace the Principal in Charge or any Project Coordinator, or any
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other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors
or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to
provide and perform any of the Services pursuant to the requirements of this Agreement or any
applicable Work Order, said request may be made with or without cause. Any personnel so removed
must be immediately replaced with a person acceptable to OWNER.
1.7 The CONSULTANT represents to the OWNER that it has expertise and experience in the type
of professional Planning, Urban Design and General Consulting services that will be required
under this Agreement. The CONSULTANT agrees that all services to be provided by CONSULTANT
pursuant to this Agreement shall be subject to the OWNER'S review and approval and shall be in
accordance with the generally accepted standards of professional practice in the State of Florida, as
well as in accordance with all applicable laws, statutes, ordinances, codes, rules, regulations and
requirements of any governmental agencies, including the Florida Building Code where applicable,
which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT
hereunder. In the event of any conflicts in these requirements, the CONSULTANT shall notify the
OWNER of such conflict and utilize its best professional judgment to advise OWNER regarding
resolution of each such conflict. OWNER'S approval of any design documents in no way relieves
CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful
completion of the Services required under the subject Work Order.
1.7.1 The County reserves the right to deduct portions of the (monthly) invoiced (task) amount for
the following: Tasks not completed within the expressed time frame, including required deliverables,
incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements
and/or codes and ordinances applicable to Consultant's performance of the work as related to the
project. This list is not deemed to be all-inclusive, and the County reserves the right to make sole
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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.
1.8 CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or
organization, without OWNER'S prior written consent, or unless incident to the proper performance of
the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings
where such information has been properly subpoenaed, any non-public information concerning the
Services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its
employees, agents, subconsultants and subcontractors to comply with the provisions of this
paragraph. CONSULTANT shall provide OWNER prompt written notice of any such subpoenas.
1.9 As directed by OWNER, all plans and drawings referencing a specific geographic area must be
submitted in an AutoCad Digital Exchange File (DXF) format on a CD or DVD, drawn in the Florida
State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference
specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter
Sections are also acceptable), or when implemented, derived from the RTK (Real-Time Kinematic)
GPS Network as provided by OWNER. Information layers shall have common naming conventions
(i.e. right-of-way - ROW, centerlines - CL, edge-of-pavement - EOP, etc), and adhere to industry
standard CAD specifications.
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ARTICLE 2
ADDITIONAL SERVICES OF CONSULTANT
2.1 If authorized in writing by Owner through an Amendment or Change Order to a Work Order,
CONSULTANT shall furnish or obtain from others Additional Services beyond those Services
originally authorized in the Work Order. The agreed upon scope, compensation and schedule for
Additional Services shall be set forth in the Amendment or Change Order authorizing those Additional
Services. With respect to the individuals with authority to authorize Additional Services under this
Agreement, such authority will be as established in OWNER'S Purchasing Policy and Administrative
Procedures in effect at the time such services are authorized. Except in an emergency endangering
life or property, any Additional Services must be approved in writing via an Amendment or Change
Order to the subject Work Order prior to starting such services. OWNER will not be responsible for
the costs of Additional Services commenced without such express prior written approval. Failure to
obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by
CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work
is not additional but rather a part of the Services originally required of CONSULTANT under the
subject Work Order.
2.2 If OWNER determines that a change in a Work Order is required because of the action taken
by CONSULTANT in response to an emergency, an Amendment or Change Order shall be issued to
document the consequences of the changes or variations, provided that CONSULTANT has delivered
written notice to OWNER of the emergency within forty-eight (48) hours from when CONSULTANT
knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written
notice noted above, waives CONSULTANT'S right it otherwise may have had to seek an adjustment
to its compensation or time of performance under the subject Work Order.
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ARTICLE 3
OWNER'S RESPONSIBILITIES
3.1 For each Work Order, OWNER shall designate in writing a project manager to act as
OWNER'S representative with respect to the Services to be rendered under the Work Order
(hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to
transmit instructions, receive information, interpret and define OWNER'S policies and decisions with
respect to CONSULTANT'S Services under the Work Order. However, the Project Manager is not
authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have
the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of Services to be provided and performed by the CONSULTANT as
set forth in the Work Order;
(b) The time the CONSULTANT is obligated to commence and complete all such
Services as set forth in the Work Order; or
(c) The amount of compensation the OWNER is obligated or committed to pay the
CONSULTANT as set forth in the Work Order.
3.2 The Project Manager shall:
(a) Review and make appropriate recommendations on all requests submitted by the
CONSULTANT for payment for services and work provided and performed in
accordance with this Agreement;
(b) Provide all criteria and information requested by CONSULTANT as to OWNER'S
requirements for the Services specified in the Work Order, including design
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objectives and constraints, space, capacity and performance requirements,
flexibility and expandability, and any budgetary limitations;
(c) Upon request from CONSULTANT, assist CONSULTANT by placing at
CONSULTANT'S disposal all available information in the OWNER'S possession
pertinent to the Services specified in the Work Order, including existing drawings,
specifications, shop drawings, product literature, previous reports and any other
data relative to the subject Work Order;
(d) Arrange for access to and make all provisions for CONSULTANT to enter the site
(if any) set forth in the Work Order to perform the Services to be provided by
CONSULTANT under the subject Work Order; and
(e) Provide notice to CONSULTANT of any deficiencies or defects discovered by the
OWNER with respect to the Services to be rendered by CONSULTANT
hereunder.
ARTICLE 4
TIME
4.1 Each Work Order will have a time schedule ("Schedule") for the performance of the Services
required under the subject Work Order. Said Schedule shall be in a form and content satisfactory to
OWNER. Services to be rendered by CONSULTANT shall be commenced, performed and completed
in accordance with the Work Order and the Schedule. Time is of the essence with respect to the
performance of the Services under each Work Order.
4.2 Should CONSULTANT be obstructed or delayed in the prosecution or completion of the
Services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its
own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of
government or of the OWNER, fires, floods, epidemics, quarantine regulations, strikes or lock-outs,
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then CONSULTANT shall notify OWNER in writing within five (5) working days after commencement
of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right
which CONSULTANT may have had to request a time extension for that specific delay.
4.3 Unless otherwise expressly provided in the Work Order, no interruption, interference,
inefficiency, suspension or delay in the commencement or progress of CONSULTANT'S Services
from any cause whatsoever, including those for which OWNER may be responsible in whole or in
part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or
additional compensation from OWNER. CONSULTANT'S sole remedy against OWNER will be the
right to seek an extension of time to the Schedule; provided, however, the granting of any such time
extension shall not be a condition precedent to the aforementioned "No Damage For Delay" provision.
This paragraph shall expressly apply to claims for early completion, as well as claims based on late
completion.
4.4 Should the CONSULTANT fail to commence, provide, perform or complete any of the Services
to be provided hereunder in a timely manner, in addition to any other rights or remedies available to
the OWNER hereunder, the OWNER at its sole discretion and option may withhold any and all
payments due and owing to the CONSULTANT under this Agreement (including any and all Work
Orders) until such time as the CONSULTANT resumes performance of its obligations hereunder in
such a manner so as to reasonably establish to the OWNER'S satisfaction that the CONSULTANT'S
performance is or will shortly be back on schedule.
4.5 In no event shall any approval by OWNER authorizing CONSULTANT to continue performing
Work under any particular Work Order or any payment issued by OWNER to CONSULTANT be
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deemed a waiver of any right or claim OWNER may have against CONSULTANT for delay or any
other damages hereunder.
4.6 The period of service shall be from the date of execution of this Agreement through one (1)
year from that date, or until such time as all outstanding Work Orders issued prior to the expiration of
the Agreement period have been completed. This Agreement may be renewed for an additional three
(3) years, renewable annually. Any such annual renewal shall be agreed to, in writing, by both
parties.
ARTICLE 5
COMPENSATION
5.1 Compensation and the manner of payment of such compensation by the OWNER for Services
rendered hereunder by CONSULTANT shall be as prescribed in each Work Order. CONSULTANT
agrees to furnish to OWNER, after the end of each calendar month, or as specified in the Work
Order, a comprehensive and itemized statement of charges for the Services performed and rendered
by CONSULTANT during that time period, and for any OWNER authorized reimbursable expenses as
herein below defined, incurred and/or paid by CONSULTANT during that time period. The monthly
statement shall be in such form and supported by such documentation as may be required by
OWNER. All such statements shall be on CONSULTANT'S letterhead and shall indicate the
Agreement Number, Work Order Number, Purchase Order Number and Project Site description (if
any).
5.2 The compensation (whether based upon a negotiated lump sum, time and materials, hourly
with a cap or some other agreed to format) contained in each separate Work Order shall be based on
the hourly rates as set forth and identified in Schedule B which is attached hereto, for the time
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reasonably expended by CONSULTANT'S personnel in performing the Services. The Rate Schedule
may be updated by mutual agreement on an annual basis, in conjunction with the annual renewal of
this Agreement provided for in paragraph 4.6 above, as directed by OWNER.
5.2.1 OWNER agrees to reimburse CONSULTANT for all necessary and reasonable
reimbursable expenses incurred or paid by CONSULTANT in connection with CONSULTANT'S
performance of the Services, at its direct cost with no markup, to the extent such reimbursement is
permitted in the Work Order and in accordance with Section 112.061, F.S., or as set forth below.
5.2.2 Reimbursable expenses shall be invoiced for the expenditures incurred by the
CONSULTANT as follows:
5.2.2.1. Expenses of transportation and living when traveling in connection with each
Work Order, except for local travel within Collier or Lee Counties, as provided
in Section 112.061, F.S., and all Contract-related mileage for trips that are
from/to destinations outside of Collier or Lee Counties approved by OWNER.
5.2.2.2 Expenses for reproducing documents that exceed the number of
documents described in this Agreement and postage and handling of Drawings and
Specifications, including duplicate sets at the completion of each Work Order for the
OWNER'S review and approval.
5.2.2.3. Expense of overtime work requiring higher than regular rates approved in
advance and in writing by OWNER.
5.2.2.4.
Expense of models for the OWNER'S use.
5.2.2.5 Fees paid for securing approval of authorities having jurisdiction over the
Work Order required under the applicable Work Order.
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5.2.2.6
Other items on request and approved in writing by the OWNER.
5.2.3 CONSULTANT shall obtain the prior written approval of OWNER before incurring any of
the aforesaid reimbursable expenses, and absent such prior approval, no expenses incurred by
CONSULTANT will be deemed to be a reimbursable expense.
5.3 CONSULTANT shall bear and pay all overhead and other expenses, except for authorized
reimbursable expenses, incurred by CONSU L T ANT in the performance of the Services.
5.4 Prior to issuing any Work Order pursuant to this Agreement, OWNER may request that
CONSULTANT in writing advise OWNER of (i) the estimated time of CONSULTANT'S personnel and
the estimated fees thereof for the proposed work to be specified in the Work Order; and (ii) the
estimated charge to OWNER for the reimbursable expenses applicable to the contemplated Services
to be performed by CONSULTANT under the proposed Work Order. CONSULTANT shall promptly
supply such estimate to OWNER based on CONSULTANT'S good faith analysis.
5.5 CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized
by CONSULTANT on any particular Work Order, CONSULTANT shall be limited to a maximum
markup of five percent (5%) on the fees and expenses associated with such subconsultants and
subcontractors.
5.6 Payments for Basic Services and Additional Basic Services as set forth herein or the Work
Order shall be made upon presentation of the CONSULTANT'S itemized invoice approved by
OWNER.
5.7 Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis.
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ARTICLE 6
OWNERSHIP OF DOCUMENTS
6.1 Upon the completion or termination of each Work Order, as directed by OWNER,
CONSULTANT shall deliver to OWNER copies or originals of all records, documents, drawings,
notes, tracings, plans, Auto CADD files, specifications, maps, evaluations, reports and other technical
data, other than working papers, prepared or developed by or for CONSULTANT under the applicable
Work Order ("Project Documents"). OWNER shall specify whether the originals or copies of such
Project Documents are to be delivered by CONSULTANT. CONSULTANT shall be solely responsible
for all costs associated with delivering to OWNER the Project Documents. CONSULTANT, at its own
expense, may retain copies of the Project Documents for its files and internal use.
6.2 Notwithstanding anything in this Agreement to the contrary and without requiring OWNER to
pay any additional compensation, CONSULTANT hereby grants to OWNER a nonexclusive,
irrevocable license in all of the Project Documents for OWNER'S use with respect to the applicable
authorized project or task. CONSULTANT warrants to OWNER that it has full right and authority to
grant this license to OWNER. Further, CONSULTANT consents to OWNER'S use of the Project
Documents to complete the subject project or task following CONSULTANT'S termination for any
reason or to perform additions to or remodeling, replacement or renovations of the subject project or
task. CONSULTANT also acknowledges OWNER may be making Project Documents available for
review and information to various third parties and hereby consents to such use by OWNER.
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ARTICLE 7
MAINTENANCE OF RECORDS
7.1 CONSULTANT will keep adequate records and supporting documentation which concern or
reflect the Services hereunder. The records and documentation will be retained by CONSULTANT
for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the
Work Order is completed, whichever is later, or such later date as may be required by law. OWNER,
or any duly authorized agents or representatives of OWNER, shall, free of charge, have the right to
audit, inspect and copy all such records and documentation as often as they deem necessary during
the period of this Agreement and during the five (5) year period noted above, or such later date as
may be required by law; provided, however, such activity shall be conducted only during normal
business hours.
7.2 The records specified above in paragraph 7.1 include accurate time records, which
CONSULTANT agrees to keep and maintain, from day to day, showing the time expended by each
principal and employee of CONSULTANT in performing the Services and therein specifying the
services performed by each, with all such time records to be kept within one-half of an hour. At the
request of OWNER, or as specified in the Work Order, CONSULTANT shall furnish to OWNER any of
the aforesaid time records, as well as invoices or proofs showing CONSULTANT'S incurrence and/or
payment of any reimbursable expenses.
ARTICLE 8
INDEMNIFICATION
8.1 To the maximum extent permitted by law, CONSULTANT shall indemnify and hold harmless
OWNER, its officers and employees from any and all liabilities, damages, losses and costs, including,
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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 8.1.
ARTICLE 9
INSURANCE
9.1 CONSULTANT shall obtain and carry, at all times during its performance under the Contract
Documents, insurance of the types and in the amounts described herein and further set forth in
Schedule C to this Agreement.
9.2 All insurance shall be from responsible companies duly authorized to do business in the State
of Florida.
9.3 All insurance policies required by this Agreement shall include the following provisions and
conditions by endorsement to the policies:
9.3.1 All insurance policies, other than the Business Automobile policy, Professional Liability
policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of
this Agreement shall name Collier County Government, Collier County, Florida, as an additional
insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of
interests provisions.
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9.3.2 Companies issuing the insurance policy or policies shall have no recourse against
OWNER for payment of premiums or assessments for any deductibles which all are at the sole
responsibility and risk of CONSULTANT.
9.3.3 All insurance coverages of CONSULTANT shall be primary to any insurance or self-
insurance program carried by OWNER, and the "Other Insurance" provisions of any policies obtained
by CONSULTANT shall not apply to any insurance or self-insurance program carried by OWNER.
9.3.4 The Certificates of Insurance, which are to be provided in an Occurrence Form
patterned after the current I.S.0. form with no limiting endorsements, must reference and identify this
Agreement.
9.3.5 All insurance policies shall be fully performable in Collier County, Florida, and shall be
construed in accordance with the laws of the State of Florida.
9.4 CONSULTANT, its subconsultants and OWNER shall waive all rights against each other for
damages covered by insurance to the extent insurance proceeds are paid and received by OWNER,
except such rights as they may have to the proceeds of such insurance held by any of them.
9.5 All insurance companies from whom CONSULTANT obtains the insurance policies required
hereunder must meet the following minimum requirements:
9.5.1 The insurance company must be duly licensed and authorized by the Department of
Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida.
9.5.2 The insurance company must have a current A. M. Best financial rating of "Class VI"
or higher.
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ARTICLE 10
SERVICES BY CONSULTANT'S OWN STAFF
10.1 The Services to be performed hereunder shall be performed by CONSULTANT'S own staff,
unless otherwise authorized in writing by the OWNER. The employment of, contract with, or use of
the services of any other person or firm by CONSULTANT, as independent consultant or otherwise,
shall be subject to the prior written approval of the OWNER. No provision of this Agreement shall,
however, be construed as constituting an agreement between the OWNER and any such other
person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third
party any claim or right of action against the OWNER beyond such as may then otherwise exist
without regard to this Agreement.
10.2 Attached to each Work Order shall be a Schedule that lists all of the key personnel
CONSULTANT intends to assign to perform the Services required under that Work Order. Such
personnel shall be committed to the project or task specified in the Work Order in accordance with the
percentages noted in the attached Schedule. CONSULTANT shall also identify in that Schedule each
subconsultant and subcontractor it intends to utilize with respect to the subject Work Order. All
personnel, subconsultants and subcontractors identified in the Schedule shall not be removed or
replaced without OWNER'S prior written consent.
10.3 CONSULTANT is liable for all the acts or omissions of its subconsultants or subcontractors.
By appropriate written agreement, the CONSULTANT shall require each subconsultant or
subcontractor, to the extent of the Services to be performed by the subconsultant or subcontractor, to
be bound to the CONSULTANT by the terms of this Agreement and any subsequently issued Work
Order, and to assume toward the CONSULTANT all the obligations and responsibilities which the
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CONSULTANT, by this Agreement and any subsequently issued Work Order, assumes toward the
OWNER. Each subconsultant or subcontract agreement shall preserve and protect the rights of the
OWNER under this Agreement, and any subsequently issued Work Order, with respect to the
Services to be performed by the subconsultant or subcontractor so that the subconsulting or
subcontracting thereof will not prejudice such rights. Where appropriate, the CONSULTANT shall
require each subconsultant or subcontractor to enter into similar agreements with its sub-
subconsultants or sub-subcontractors.
10.4 CONSULTANT acknowledges and agrees that OWNER is a third party beneficiary of each
contract entered into between CONSULTANT and each subconsultant or subcontractor, however
nothing in this Agreement shall be construed to create any contractual relationship between OWNER
and any subconsultant or subcontractor.
ARTICLE 11
WAIVER OF CLAIMS
11.1 CONSULTANT'S acceptance of final payment for Services provide under any Work Order shall
constitute a full waiver of any and all claims, except for insurance company subrogation claims, by it
against OWNER arising out of the Work Order or otherwise related to those Services, and except
those previously made in writing in accordance with the terms of this Agreement and identified by
CONSULTANT in its final invoice for the subject Work Order as unsettled. Neither the acceptance of
CONSULTANT'S Services nor payment by OWNER shall be deemed to be a waiver of any of
OWNER'S rights against CONSULTANT.
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ARTICLE 12
TERMINATION OR SUSPENSION
12.1 This Agreement is a fixed term contract for the professional services of CONSULTANT. It is
agreed that either party hereto shall at any and all times have the right and option to terminate this
Agreement by giving to the other party not less than thirty (30) days prior written notice of such
termination. Upon this Agreement being so terminated by either party hereto, neither party hereto
shall have any further rights or obligations under this Agreement subsequent to the date of
termination, except that Services specified to be performed under a previously issued Work Order,
shall proceed to completion under the terms of this Agreement.
12.2 CONSULTANT shall be considered in material default of this Agreement and such default will
be considered cause for OWNER to terminate this Agreement and any Work Orders in effect, in
whole or in part, as further set forth in this section, for any of the following reasons: (a)
CONSULTANT'S failure to begin Services under any particular Work Order within the times specified
under that Work Order, or (b) CONSULTANT'S failure to properly and timely perform the Services to
be provided hereunder or as directed by OWNER, or (c) the bankruptcy or insolvency or a general
assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT'S principals,
officers or directors, or (d) CONSULTANT'S failure to obey any laws, ordinances, regulations or other
codes of conduct, or (e) CONSULTANT'S failure to perform or abide by the terms and conditions of
this Agreement and any Work Orders in effect, or (f) for any other just cause. The OWNER may so
terminate this Agreement and any Work Orders in effect, in whole or in part, by giving the
CONSULTANT seven (7) calendar days written notice of the material default.
21
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 OWNER otherwise was not entitled to the remedy against CONSULTANT provided for in
paragraph 12.2, then the notice of termination given pursuant to paragraph 12.2 shall be deemed to
be the notice of termination provided for in paragraph 12.4, below, and CONSULTANT'S remedies
against OWNER shall be the same as and be limited to those afforded CONSULTANT under
paragraph 12.4 below.
12.4 Notwithstanding anything herein to the contrary (including the provisions of paragraph 12.1
above), OWNER shall have the right to terminate this Agreement and any Work Orders in effect, in
whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the
event of such termination for convenience, CONSULTANT'S recovery against OWNER shall be
limited to that portion of the fee earned through the date of termination, for any Work Orders so
cancelled, together with any retainage withheld and any costs reasonably incurred by CONSULTANT
that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or
further recovery against OWNER, including, but not limited to, anticipated fees or profits on Services
not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent
reasonably possible.
12.5 Upon termination and as directed by OWNER, the CONSULTANT shall deliver to the OWNER
all original papers, records, documents, drawings, models, and other material set forth and described
in this Agreement, including those described in Section 6, that are in CONSULTANT'S possession or
under its control arising out of or relating to this Agreement or any Work Orders.
22
12.6 The OWNER shall have the power to suspend all or any portions of the Services to be
provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written
notice of such suspension. If all or any portion of the Services to be rendered hereunder are so
suspended, the CONSULTANT'S sole and exclusive remedy shall be to seek an extension of time to
its schedule in accordance with the procedures set forth in Article Four herein.
12.7 In the event (i) OWNER fails to make any undisputed payment to CONSULTANT within forty-
five (45) days after such payment is due as set forth in the Work Order or such other time as required
by Florida's Prompt Payment Act or (ii) OWNER otherwise persistently fails to fulfill some material
obligation owed by OWNER to CONSULTANT under this Agreement or subsequently issued Work
Order, and (ii) OWNER has failed to cure such default within fourteen (14) days of receiving written
notice of same from CONSULTANT, then CONSULTANT may stop its performance under the subject
Work Order until such default is cured, after giving OWNER a second fourteen (14) days written
notice of CONSULTANT'S intention to stop performance under the applicable Work Order. If the
Services are so stopped for a period of one hundred and twenty (120) consecutive days through no
act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees
or any other persons performing portions of the Services under contract with the CONSULTANT, the
CONSULTANT may terminate the subject Work Order by giving written notice to OWNER of
CONSULTANT'S intent to terminate that Work Order. If OWNER does not cure its default within
fourteen (14) days after receipt of CONSULTANT'S written notice, CONSULTANT may, upon
fourteen (14) additional days' written notice to the OWNER, terminate the subject Work Order and
recover from the Owner payment for Services performed through the termination date, but in no event
shall CONSULTANT be entitled to payment for Services not performed or any other damages from
Owner.
23
ARTICLE 13
TRUTH IN NEGOTIATION REPRESENTATIONS
13.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement or any subsequent Work Order.
13.2 In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT
agrees to execute the required Truth-In-Negotiation Certificate, attached hereto and incorporated
herein as Schedule D, certifying that wage rates and other factual unit costs supporting the
compensation for CONSULTANT'S services to be provided under this Agreement and each
subsequent Work Order issued hereafter, if any, are accurate, complete and current at the time of the
Agreement or such subsequent Work Order. The CONSULTANT agrees that the original price as set
forth in each subsequent issued Work Order, if any, and any additions thereto shall be adjusted to
exclude any significant sums by which the OWNER determines the price as set forth in the Work
Order was increased due to inaccurate, incomplete, or non-current wage rates and other factual unit
costs. All such adjustments shall be made within one (1) year following the end of the subject Work
Order.
24
ARTICLE 14
CONFLICT OF INTEREST
14.1 CONSULTANT represents that it presently has no interest and shall acquire no interest, either
direct or indirect, which would conflict in any manner with the performance of Services required
hereunder. CONSULTANT further represents that no persons having any such interest shall be
employed to perform those Services.
ARTICLE 15
MODIFICATION
15.1 No modification or change in this Agreement shall be valid or binding upon either party unless
in writing and executed by the party or parties intended to be bound by it.
ARTICLE 16
NOTICES AND ADDRESS OF RECORD
16.1 All notices required or made pursuant to this Agreement to be given by the CONSULTANT to
the OWNER shall be in writing and shall be delivered by hand, by fax, or by United States Postal
Service Department, first class mail service, postage prepaid, addressed to the following OWNER'S
address of record:
Board of County Commissioners,
Collier County Florida
Purchasing Department, Purchasing Building
3301 Tamiami Trail East
Naples, FL 34112
Attention: Stephen Y. Carnell, Purchasing/GS Director
Fax: 239-732-0844
25
16.2 All notices required or made pursuant to this Agreement to be given by the OWNER to the
CONSULTANT shall be made in writing and shall be delivered by hand, by fax or by the United
States Postal Service Department, first class mail service, postage prepaid, addressed to the
following CONSULTANT'S address of record:
Tindale-Oliver & Associates, Inc.
1000 N. Ashley Dr., Suite 100, Tampa, FL 33602
Telephone: 813-224-8862
Fax: 813-226-2106
Attn: Richard Dreyer, AICP
16.3 Either party may change its address of record by written notice to the other party given in
accordance with requirements of this Article.
ARTICLE 17
MISCELLANEOUS
17.1 CONSULTANT, in representing OWNER, shall promote the best interests of OWNER and
assume towards OWNER a duty of the highest trust, confidence, and fair dealing.
17.2 No modification, waiver, suspension or termination of the Agreement or of any terms thereof
shall impair the rights or liabilities of either party.
17.3 This. Agreement is not assignable, or otherwise transferable In whole or in part, by
CONSULTANT without the prior written consent of OWNER.
17.4 Waivers by either party of a breach of any provision of this Agreement shall not be deemed to
be a waiver of any other breach and shall not be construed to be a modification of the terms of this
Ag reement.
26
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.
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 FORM
Schedule B RATE SCHEDULE
Schedule C INSURANCE COVERAGE
Schedule D TRUTH IN NEGOTIATION CERTIFICATE
ARTICLE 18
APPLICABLE LAW
18.1 This Agreement shall be governed by the laws, rules, and regulations of the State of Florida,
and by such laws, rules and regulations of the United States as made applicable to Services funded
27
by the United States government. Any suit or action brought by either party to this Agreement against
the other party relating to or arising out of this Agreement must be brought in the appropriate federal
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
ARTICLE 19
SECURING AGREEMENT/PUBLIC ENTITY CRIMES
19.1 CONSULTANT warrants that CONSULTANT has not employed or retained any company or
person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this
Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation,
individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee,
commission, percentage, gift or any other consideration contingent upon or resulting from the award
or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and
deliver to OWNER the Truth-In-Negotiation Certificate identified in Article 13 and attached hereto and
made a part hereof as Schedule D. CONSULTANT'S compensation as set forth in each
subsequently issued Work Order, if any, shall be adjusted to exclude any sums by which OWNER
determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates
and other factual unit costs.
19.2 By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by
OWNER of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which
read as follows:
"A person or affiliate who has been placed on the convicted vendor list
following a conviction for a public entity crime may not submit a bid,
proposal, or reply on a contract to provide any goods or services to a
28
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 Iist."
ARTICLE 20
DISPUTE RESOLUTION
20.1 Prior to the initiation of any action or proceeding permitted by this Agreement to resolve
disputes between the parties, the parties shall make a good faith effort to resolve any such disputes
by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full
decision-making authority and by OWNER'S staff person who would make the presentation of any
settlement reached during negotiations to OWNER for approval. Failing resolution, and prior to the
commencement of depositions in any litigation between the parties arising out of this Agreement, the
parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court
Mediator certified by the State of Florida. The mediation shall be attended by representatives of
CONSULTANT with full decision-making authority and by OWNER'S staff person who would make
the presentation of any settlement reached at mediation to OWNER'S board for approval. Should
either party fail to submit to mediation as required hereunder, the other party may obtain a court order
requiring mediation under section 44.102, Fla. Stat.
20.2 Any suit or action brought by either party to this Agreement against the other party relating to
or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier
County, Florida, which courts have sole and exclusive jurisdiction on all such matters.
ARTICLE 21
29
IMMIGRATION LAW COMPLIANCE
21.1 By executing and entering into this agreement, the Consultant is formally acknowledging
without exception or stipulation that it is fully responsible for complying with the provisions of the
Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seQ. and regulations
relating thereto, as either may be amended. Failure by the Consultant to comply with the laws
referenced herein shall constitute a breach of this agreement and the County shall have the discretion
to unilaterally terminate this agreement immediately.
30
IN WITNESS WHEREOF, the parties hereto have executed this Professional Services
Agreement for 09-5207 Consulting Services for the Collier Area Transit (CAT) Program the day and
year first written above.
ATTEST:
BOARD OF COUNTY
COMMISSIONERS FOR
COLLIER COUNTY, FLORIDA,
By: fL~ .J~
Donna iala, Chairman
Tindale-Oliver & Associates, Inc.
Y/~cX- ,~
Witness t
Karin L. Smith, Accounting Assistant
Typed Name and Title
~~
Witness
Stephanie Daniels. Administrative Supervisor
Typed Name and Title
By: Wd~
William L. Ball, Chief Operating Officer
Typed Name and Title
~
31
EXHIBIT A -
Contract 09-5207 Consulting Service for the Collier Area Transit (CAT) Program
FEDERAL TRANSIT ADMINISTRATION
GRANTCOMPLlANCE REQUIREMENTS FOR CFDA 20.507/20.509
TABLE OF CONTENTS
Check Box
If Applicable
A.1 - Federallv Reauired and Other Model Contract Clauses
~ 1. Fly America Requirements (applies if foreign travel or transport)
D 2. Buy America Requirements
D 3. Charter Bus and School Bus Requirements
D 4. Cargo Preference Requirements
~ 5. Seismic Safety Requirements (A&E for new buildings and additions)
~ 6. Energy Conservation Requirements
~ 7. Clean Water Requirements
D 8. Bus Testing - Sign Certification
D 9. Pre-Award and Post Delivery Audit Requirements - Sign Certification
~10. Lobbying - Sign Certification
~ 11. Access to Records and Reports
~ 12. Federal Changes
D 13. Bonding Requirements
~ 14. Clean Air
D 15. Recycled Products
D 16. Davis-Bacon and Copeland Anti-Kickback Acts
D 17. Contract Work Hours and Safety Standards Act
18. [Reserved]
~ 19. No Government Obligation to Third Parties
~ 20. Program Fraud and False or Fraudulent Statements and Related Acts
~ 21. Termination
~ 22. Government-wide Debarment and Suspension Sign Exhibit P
~ 23. Privacy Act
~ 24. Civil Rights Requirements
~25. Breaches and Dispute Resolution
~ 26. Patent and Rights in Data
D 27. Transit Employee Protective Agreements
~28. Disadvantaged Business Enterprises (DBE)
29. [Reserved]
~ 30. Incorporation of Federal Transit Administration (FTA) Terms
D 31. Drug and Alcohol Testing
~ 32. ADA Access
~ 33. ITS Standards
I:8J 34. ARRA Special Terms and Conditions
Certificates requiring signature must be completed and submitted at time of proposal submittal to be
considered for award. The services performed by the awarded Contractor shall be in compliance with
all applicable FT A regulations/requirements, and additional requirements specified in this document. It
shall be the awarded Contractor's responsibility to acquire and utilize the necessary manuals and
guidelines that apply to the work required to complete this project.
A-1
1. FLY AMERICA REQUIREMENTS
49 U.S.C. 940118
41 CFR Part 301-10
Applicabilitv to Contracts
The Fly America requirements apply to the transportation of persons or property, by air, between a place in the U.S.
and a place outside the U.S., or between places outside the U.S., when the FTA will participate in the costs of such air
transportation. Transportation on a foreign air carrier is permissible when provided by a foreign air carrier under a code
share agreement when the ticket identifies the U.S. air carrier's designator code and flight number. Transportation by a
foreign air carrier is also permissible if there is a bilateral or multilateral air transportation agreement to which the U.S.
Government and a foreign government are parties and which the Federal DOT has determined meets the requirements of
the Fly America Act.
Flow Down Requirements
The Fly America requirements flow down from FT A recipients and subrecipients to first tier contractors, who are
responsible for ensuring that lower tier contractors and subcontractors are in compliance.
Flv America Reauirements
The Contractor agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in accordance with the General Services
Administration's regulations at 41 CFR Part 301-10, which provide that recipients and subrecipients of Federal funds and
their contractors are required to use U.S. Flag air carriers for U.S Government-financed international air travel and
transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air
carrier is a matter of necessity, as defined by the Fly America Act. The Contractor shall submit, if a foreign air carrier was
used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not
available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance
with the Fly America requirements. The Contractor agrees to include the requirements of this section in all subcontracts
that may involve international air transportation.
2. BUY AMERICA REQUIREMENTS (NOT APPLICABLE)
49 U.S.C. 5323(j)
49 CFR Part 661
3. CHARTER BUS REQUIREMENTS(NOT APPLICABLE)
49 U.S.C. 5323(d)
49 CFR Part 604
3. SCHOOL BUS REQUIREMENTS(NOT APPLICABLE)
49 U.S.C. 5323(F)
49 CFR Part 605
4. CARGO PREFERENCE REQUIREMENTS(NOT APPLICABLE)
46 U.S.C. 1241
46 CFR Part 381
5. SEISMIC SAFETY REQUIREMENTS
42 U.S.C. 7701 et seq. 49
CFR Part 41
Applicabilitv to Contracts: The Seismic Safety requirements apply only to contracts for the construction of new
buildings or additions to existing buildings.
A-2
Flow Down: The Seismic Safety requirements flow down from FTA recipients and subrecipients to first tier contractors to
assure compliance, with the applicable building standards for Seismic Safety, including the work performed by all
subcontractors.
Seismic Safety - The contractor agrees that any new building or addition to an existing building will be designed and
constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety
Regulations 49 CFR Part 41 and will certify to compliance to the extent required by the regulation. The contractor also
agrees to ensure that all work performed under this contract including work performed by a subcontractor is in compliance
with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project.
6. ENERGY CONSERVATION REQUIREMENTS
42 U.S.C. 6321 et seq.
49 CFR Part 18
Applicability to Contracts: The Energy Conservation requirements are applicable to all contracts.
Flow Down: The Energy Conservation requirements extend to all third party contractors and their contracts at every tier
and subrecipients and their subagreements at every tier.
Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy
efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and
Conservation Act.
7. CLEAN WATER REQUIREMENTS
33 U.S.C. 1251
Applicabilitv to Contracts: The Clean Water requirements apply to each contract and subcontract which exceeds
$100,000.
Flow Down: The Clean Water requirements flow down to FTA recipients and subrecipients at every tier.
Clean Water - (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to
the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The Contractor agrees to report each
violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to
assure notification to FTA and the appropriate EPA Regional Office.
(2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole
or in part with Federal assistance provided by FT A.
8. BUS TESTING(NOT APPLICABLE)
49 U.S.C. 5323(c)
49 CFR Part 665
9. PRE-AWARD AND POST DELIVERY AUDITS REQUIREMENTS
(NOT APPLICABLE)
49 U.S.C. 5323
49 CFR Part 663
A-3
10. LOBBYING
31 U.S.C. 1352
49 CFR Part 19
49 CFR Part 20
Applicabilitv to Contracts: The Lobbying requirements apply to Construction/Architectural and
Engineering/Acquisition of Rolling Stock! Professional Service Contract/Operational Service Contract/Turnkey
contracts.
Flow Down: The Lobbying requirements mandate the maximum flow down, pursuant to Byrd Anti-Lobbying Amendment,
31 U.S.C. 9 1352(b)(5) and 49 C.F.R. Part 19, Appendix A, Section 7.
Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65
[to be codified at 2 U.S.C. t 1601, et seq.] - Contractors who apply or bid for an award of $100,000 or more shall file the
certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not
and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence
an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a
member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C.
1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made
lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31
U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient.
APPENDIX A, 49 CFR PART 20--CERTIFICATION REGARDING LOBBYING
D Certification for Contracts, Grants, Loans, and Cooperative Agreements
(To be submitted with each bid or offer exceeding $100,000)
The undersigned
and belief, that:
( Contractor) certifies, to the best of his or her knowledge
(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 an agency, a Member of Congress, an officer or employee
of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the
making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the
extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative
agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying
contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the
undersigned shall complete and submit Standard Form--LLL, "Disclosure Form to Report Lobbying," in accordance with
its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413
(1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying
Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U.S.C. 1601, et seq.)]
(3) The undersigned shall require that the language of this certification be included in the award documents for all
subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements)
and that all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when this transaction was made or
entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31,
U.S.C. 9 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required
certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
A-4
Note: Pursuant to 31 U.S.C. S 1352(c)(1 )-(2)(A), any person who makes a prohibited expenditure or fails to file or amend
a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than
$100,000 for each such expenditure or failure.]
The Contractor, ' certifies or affirms the truthfulness and accuracy of each
statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions
of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any.
Signature of Contractor's Authorized Official
Title of Contractor's Authorized Official Date
Name and
11. ACCESS TO RECORDS AND REPORTS
49 U.S.C. 5325
18 CFR 18.36 (i)
49 CFR 633.17
Applicabilitv to Contracts: Reference Chart "Requirements for Access to Records and Reports by Type of Contracts"
Flow Down: FTA does not require the inclusion of these requirements in subcontracts.
Access to Records - The following access to records requirements apply to this Contract:
1. Where the Purchaser is not a State but a local government and is the FT A Recipient or a subgrantee of the FT A
Recipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator,
the Comptroller General of the United States or any of their authorized representatives access to any books, documents,
papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits,
examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA
Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and
construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial
assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311.
2. Where the Purchaser is a State and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49
C.F.R. 633.17, Contractor agrees to provide the Purchaser, the FTA Administrator or his authorized representatives,
including any PMO Contractor, access to the Contractor's records and construction sites pertaining to a major capital
project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at
49 U.S.C. 5307, 5309 or 5311. By definition, a major capital project excludes contracts of less than the simplified
acquisition threshold currently set at $100,000.
3. Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified
acquisition threshold and is an institution of higher education, a hospital or other non-profit organization and is the FTA
Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 19.48, Contractor agrees to provide the
Purchaser, FTA Administrator, the Comptroller General of the United States or any of their duly authorized
representatives with access to any books, documents, papers and record of the Contractor which are directly pertinent to
this contract for the purposes of making audits, examinations, excerpts and transcriptions.
4. Where any Purchaser which is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 U.S.C.
5325(a) enters into a contract for a capital project or improvement (defined at 49 U.S.C. 5302(a)1) through other than
competitive bidding, the Contractor shall make available records related to the contract to the Purchaser, the Secretary of
Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of
conducting an audit and inspection.
5. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy
excerpts and transcriptions as reasonably needed.
A-5
6. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of
not less than three years after the date of termination or expiration of this contract, except in the event of litigation or
settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until
the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have
disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11).
uirements for Access to Records and Reports by Types of Contract
Contract
Characteristi
cs
I State
Grantees Those None None None None
imposed
a. Contracts on state
below SAT None pass thru Yes, if non- None None None
($100,000) unless 1 to competitive unless unless unless
non- Contractor award or if non- non- non-
b. Contracts competitive funded competi- competi- competi-
above award thru2 tive award tive award tive award
$100,000/Ca 5307/5309/
pital Pro'ects 5311
II Non State
Grantees Those
imposed Yes Yes Yes Yes
a. Contracts on non-
below SAT state Yes Yes Yes Yes
($100,000) Grantee
b. Contracts pass thru
above to
$100,000/Ca Contractor
pital Pro'ects
12. FEDERAL CHANGES
49 CFR Part 18
Applicabilitv to Contracts: The Federal Changes requirement applies to all contracts.
Flow Down: The Federal Changes requirement flows down appropriately to each applicable changed requirement.
Federal Changes - Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and
directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser
and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure
to so comply shall constitute a material breach of this contract.
13. BONDING REQUIREMENTS (NOT APPLICABLE)
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14. CLEAN AIR
42 U.S.C. 7401 et seq
40 CFR 15.61
49 CFR Part 18
Applicabilitv to Contracts: The Clean Air requirements apply to all contracts exceeding $100,000, including indefinite
quantities where the amount is expected to exceed $100,000 in any year.
Flow Down: The Clean Air requirements flow down to all subcontracts which exceed $100,000.
Clean Air - (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the
Clean Air Act, as amended, 42 U.S.C. 99 7401 et sea. The Contractor agrees to report each violation to the Purchaser
and understands and agrees that the
Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional
Office.
(2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole
or in part with Federal assistance provided by FTA.
15. RECYCLED PRODUCTS (NOT APPLICABLE)
42 U.S.C. 6962
40 CFR Part 247
Executive Order 12873
16. DAVIS-BACON AND COPELAND ANTI-KICKBACK ACTS (NOT APPLICABLE)
17. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT
(NOT APPLICABLE)
18. r RESERVED 1
19. NO GOVERNMENT OBLIGATION TO THIRD PARTIES
Applicabilitv to Contracts: Applicable to all contracts.
Flow Down: Not required by statute or regulation for either primary contractors or subcontractors, this concept should
flow down to all levels to clarify, to all parties to the contract, that the Federal Government does not have contractual
liability to third parties, absent specific written consent.
No Obligation by the Federal Government.
(1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal
Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by
the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations
or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any
matter resulting from the underlying contract.
(2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal
assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor
who will be subject to its provisions.
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20. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS
AND RELATED ACTS
31 U.S.C. 3801 et seq.
49 CFR Part 3118 U.S.C. 1001
49 U.S.C. 5307
Applicabilitv to Contracts: These requirements are applicable to all contracts.
Flow Down: These requirements flow down to contractors and subcontractors who make, present, or submit covered
claims and statements.
Program Fraud and False or Fraudulent Statements or Related Acts.
(1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31
U.S.C. 93801 et seQ. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions
pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness
and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying
contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that
may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or
fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the
penalties of the Program Fraud Civil Remedies Actof 1986 on the Contractor to the extent the Federal Government deems
appropriate.
(2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim,
statement, submission, or certification to the Federal Government under a contract connected with a project that is
financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. 95307,
the Government reserves the right to impose the penalties of 18 U.S.C. 9 1001 and 49 U.S.C. 9 5307(n)(1) on the
Contractor, to the extent the Federal Government deems appropriate.
(3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal
assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the
subcontractor who will be subject to the provisions.
21. TERMINATION
49 U.S.C. Part 18
FTA Circular 4220.1E
Applicabilitv to Contracts: All contracts (with the exception of contracts with nonprofit organizations and
institutions of higher education,) in excess of $10,000 shall contain suitable provisions for termination by the grantee
including the manner by which it will be effected and the basis for settlement. (For contracts with nonprofit
organizations and institutions of higher education the threshold is $100,000.) In addition, such contracts shall
describe conditions under which the contract may be terminated for default as well as conditions where the contract may
be terminated because of circumstances beyond the control of the contractor.
Flow Down: The termination requirements flow down to all contracts in excess of $10,000, with the exception of
contracts with nonprofit organizations and institutions of higher learning.
a. Termination for Convenience (General Provision) The (Recipient) may terminate this contract, in whole or in part, at
any time by written notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its
costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall
promptly submit its termination claim to (Recipient) to be paid the Contractor. If the Contractor has any property in its
possession belonging to the (Recipient), the Contractor will account for the same, and dispose of it in the manner the
(Recipient) directs.
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b. Termination for Default [Breach or Cause] (General Provision) If the Contractor does not deliver supplies in
accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the
manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the
(Recipient) may terminate this contract for default. Termination shall be effected by serving a notice of termination on the
contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price
for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the
contract.
If it is later determined by the (Recipient) that the Contractor had an excusable reason for not performing, such as a strike,
fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the (Recipient), after setting up
a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a
termination for convenience.
c. Opportunity to Cure (General Provision) The (Recipient) in its sole discretion may, in the case of a termination for
breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. In such case,
the notice of termination will state the time period in which cure is permitted and other appropriate conditions
If Contractor fails to remedy to (Recipient)'s satisfaction the breach or default of any of the terms, covenants, or conditions
of this Contract within [ten (10) days] after receipt by Contractor of written notice from (Recipient) setting forth the nature
of said breach or default, (Recipient) shall have the right to terminate the Contract without any further obligation to
Contractor. Any such termination for default shall not in any way operate to preclude (Recipient) from also pursuing all
available remedies against Contractor and its sureties for said breach or default.
d. Waiver of Remedies for any Breach In the event that (Recipient) elects to waive its remedies for any breach by
Contractor of any covenant, term or condition of this Contract, such waiver by (Recipient) shall not limit (Recipient)'s
remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract.
e. Termination for Convenience (Professional or Transit Service Contracts) The (Recipient), by written notice, may
terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, the
Recipient shall be liable only for payment under the payment provisions of this contract for services rendered before the
effective date of termination.
f. Termination for Default (Supplies and Service) If the Contractor fails to deliver supplies or to perform the services
within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of
this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the
Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price
for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this
contract.
If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights
and obligations of the parties shall be the same as if the termination had been issued for the convenience of the
Recipient.
g. Termination for Default (Transportation Services) If the Contractor fails to pick up the commodities or to perform
the services, including delivery services, within the time specified in this contract or any extension or if the Contractor fails
to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The
(Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default. The
Contractor will only be paid the contract price for services performed in accordance with the manner of performance set
forth in this contract.
If this contract is terminated while the Contractor has possession of Recipient goods, the Contractor shall, upon direction
of the (Recipient), protect and preserve the goods until surrendered to the Recipient or its agent. The Contractor and
(Recipient) shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be
resolved under the Dispute clause.
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If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights
and obligations of the parties shall be the same as if the termination had been issued for the convenience of the
(Recipient).
h. Termination for Default (Construction) If the Contractor refuses or fails to prosecute the work or any separable part,
with the diligence that will insure its completion within the time specified in this contract or any extension or fails to
complete the work within this time, or if the Contractor fails to comply with any other provisions of this contract, the
(Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice
of Termination specifying the nature of the default. In this event, the Recipient may take over the work and compete it by
contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site
necessary for completing the work. The Contractor and its sureties shall be liable for any damage to the Recipient
resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's
right to proceed with the work is terminated. This liability includes any increased costs incurred by the Recipient in
completing the work.
The Contractor's right to proceed shall not be terminated nor the Contractor charged with damages under this clause if-
1. The delay in completing the work arises from unforeseeable causes beyond the control and without the fault or
negligence of the Contractor. Examples of such causes include: acts of God, acts of the Recipient, acts of another
Contractor in the performance of a contract with the Recipient, epidemics, quarantine restrictions, strikes, freight
embargoes; and
2. The contractor, within [10] days from the beginning of any delay, notifies the (Recipient) in writing of the causes of
delay. If in the judgment of the (Recipient), the delay is excusable, the time for completing the work shall be extended.
The judgment of the (Recipient) shall be final and conclusive on the parties, but subject to appeal under the Disputes
clauses.
If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the
delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for
the convenience of the Recipient.
i. Termination for Convenience or Default (Architect and Engineering) The (Recipient) may terminate this contract in
whole or in part, for the Recipient's convenience or because of the failure of the Contractor to fulfill the contract
obligations. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature,
extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall (1) immediately discontinue
all services affected (unless the notice directs otherwise), and (2) deliver to the Contracting Officer all data, drawings,
specifications, reports, estimates, summaries, and other information and materials accumulated in performing this
contract, whether completed or in process.
If the termination is for the convenience of the Recipient, the Contracting Officer shall make an equitable adjustment in the
contract price but shall allow no anticipated profit on unperformed services.
If the termination is for failure of the Contractor to fulfill the contract obligations, the Recipient may complete the work by
contact or otherwise and the Contractor shall be liable for any additional cost incurred by the Recipient.
If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights
and obligations of the parties shall be the same as if the termination had been issued for the convenience of the
Recipient.
j. Termination for Convenience of Default (Cost-Type Contracts) The (Recipient) may terminate this contract, or any
portion of it, by serving a notice or termination on the Contractor. The notice shall state whether the termination is for
convenience of the (Recipient) or for the default of the Contractor. If the termination is for default, the notice shall state
the manner in which the contractor has failed to perform the requirements of the contract. The Contractor shall account
for any property in its possession paid for from funds received from the (Recipient), or property supplied to the Contractor
by the (Recipient). If the termination is for default, the (Recipient) may fix the fee, if the contract provides for a fee, to be
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paid the contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall
promptly submit its termination claim to the (Recipient) and the parties shall negotiate the termination settlement to be
paid the Contractor.
If the termination is for the convenience of the (Recipient), the Contractor shall be paid its contract close-out costs, and a
fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination.
If, after serving a notice of termination for default, the (Recipient) determines that the Contractor has an excusable reason
for not performing, such as strike, fire, flood, events which are not the fault of and are beyond the control of the contractor,
the (Recipient), after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination
as a termination for convenience.
22. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION
(NON PROCUREMENT)
Backaround and Applicability
In conjunction with the Office of Management and Budget and other affected Federal agencies, DOT published an update
to 49 CFR Part 29 on November 26, 2003. This government-wide regulation implements Executive Order 12549,
Debarment and Suspension, Executive Order 12689, Debarment and Suspension, and 31
U.S.C. 6101 note (Section 2455, Public Law 103-355, 108 Stat. 3327).
The provisions of Part 29 apply to all grantee contracts and subcontracts at any level expected to equal or exceed
$25,000 as well as any contract or subcontract (at any level) for Federally required auditing services. 49 CFR
29.220(b). This represents a change from prior practice in that the dollar threshold for application of these rules has been
lowered from $100,000 to $25,000. These are contracts and subcontracts referred to in the regulation as "covered
transactions. "
Grantees, contractors, and subcontractors (at any level) that enter into covered transactions are required to verify that the
entity (as well as its principals and affiliates) they propose to contract or subcontract with is not excluded or disqualified.
They do this by (a) Checking the Excluded Parties List System, (b) Collecting a certification
from that person, or (c) Adding a clause or condition to the contract or subcontract.
This represents a change from prior practice in that certification is still acceptable but is
no longer required. 49 CFR 29.300.
Grantees, contractors, and subcontractors who enter into covered transactions also must
require the entities they contract with to comply with 49 CFR 29, subpart C and include
this requirement in their own subsequent covered transactions (Le., the requirement
flows down to subcontracts at all levels).
Suspension and Debarment
This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify
that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are
excluded or disqualified as defined at 49 CFR 29.940 and 29.945.
The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49
CFR 29, Subpart C in any lower tier covered transaction it enters into.
By signing and submitting its bid or proposal, the bidder or proposer certifies as follows:
The certification in this clause is a material representation of fact relied upon by
. If it is later determined that the bidder or proposer knowingly rendered
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an erroneous certification, in addition to remedies available to , the Federal
Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or
proposer agrees to comply with the requirements of 49 CFR 29, 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.
23. PRIVACY ACT
5 U.S.C. 552
Applicabilitv to Contracts: When a grantee maintains files on drug and alcohol enforcement activities for FT A, and
those files are organized so that information could be retrieved by personal identifier, the Privacy Act requirements apply
to all contracts.
Flow Down: The Federal Privacy Act requirements flow down to each third party contractor and their contracts at every
tier.
Contracts Involving Federal Privacy Act Requirements - The following requirements apply to the Contractor and its
employees that administer any system of records on behalf of the Federal Government under any contract:
(1) The Contractor agrees to comply with, and assures the compliance of its employees with, the information restrictions
and other applicable requirements of the Privacy Act of 1974,
5 U.S.C. 9552a. Among other things, the Contractor agrees to obtain the express consent of the Federal Government
before the Contractor or its employees operate a system of records on behalf of the Federal Government. The Contractor
understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act,
apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of
the underlying contract.
(2) The Contractor also agrees to include these requirements in each subcontract to administer any system of records on
behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA.
24. CIVIL RIGHTS REQUIREMENTS
29 U.S.C. i 623, 42 U.S.C. i 2000
42 U.S.C. i 6102, 42 U.S.C. i 12112
42 U.S.C. i 12132, 49 U.S.C. i 5332
29 CFR Part 1630, 41 CFR Parts 60 et seq.
Applicabilitv to Contracts: The Civil Rights Requirements apply to all contracts.
Flow Down: The Civil Rights requirements flow down to all third party contractors and their contracts at every tier.
Civil Rights - The following requirements apply to the underlying contract:
(1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. S 2000d, section 303 of
the Age Discrimination Act of 1975, as amended, 42 U.S.C. S 6102, section 202 of the Americans with Disabilities Act of
1990,42 U.S.C. S 12132, and Federal transit law at 49 U.S.C. 95332, the Contractor agrees that it will not discriminate
against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In
addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing
requirements FT A may issue.
(2) Equal Emplovment Opportunity - The following equal employment opportunity requirements apply to the underlying
contract:
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(a) Race. Color. Creed. National Oriqin. Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. 9
2000e, and Federal transit laws at 49 U.S.C. 95332, the Contractor agrees to comply with all applicable equal
employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract
Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et sea., (which
implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375,
"Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. 9 2000e note), and with any
applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction
activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that
applicants are employed, and that employees are treated during employment, without regard to their race, color, creed,
national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading,
demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of payor other forms of
compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any
implementing requirements FT A may issue.
(b) Aqe - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. 99
623 and Federal transit law at 49 U.S.C. 95332, the Contractor agrees to refrain from discrimination against present and
prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing
requirements FTA may issue.
(c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. 9 12112,
the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission,
"Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630,
pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing
requirements FT A may issue.
(3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal
assistance provided by FTA, modified only if necessary to identify the affected parties.
25. BREACHES AND DISPUTE RESOLUTION
49 CFR Part 18
FTA Circular 4220.1 E
Applicabilitv to Contracts: All contracts in excess of $100,000 shall contain provisions or conditions which will allow
for administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and
provide for such sanctions and penalties as may be appropriate. This may include provisions for bonding, penalties for
late or inadequate performance, retained earnings, liquidated damages or other appropriate measures.
Flow Down: The Breaches and Dispute Resolutions requirements flow down to all tiers.
Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall
be decided in writing by the authorized representative of (Recipient)'s [title of employee]. This decision shall be final and
conclusive unless within [ten (10)] days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a
written appeal to the [title of employee]. In connection with any such appeal, the Contractor shall be afforded an
opportunity to be heard and to offer evidence in support of its position. The decision of the [title of employee] shall be
binding upon the Contractor and the Contractor shall abide be the decision.
Performance During Dispute - Unless otherwise directed by (Recipient), Contractor shall continue performance under
this Contract while matters in dispute are being resolved.
Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any
act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for
damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such
injury of damage.
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Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question
between the (Recipient) and the Contractor arising out of or relating to this agreement or its breach will be decided by
arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the (Recipient) is
located.
Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies
available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise
imposed or available by law. No action or failure to act by the (Recipient), (Architect) or Contractor shall constitute a
waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an
approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing.
26. PATENT AND RIGHTS IN DATA
37 CFR Part 401
49 CFR Parts 18 and 19
ADDlicabilitv to Contracts: Patent and rights in data requirements for federally assisted projects ONL Y apply to
research projects in which FT A finances the purpose of the grant is to finance the development of a product or
information. These patent and data rights requirements do not apply to capital projects or operating projects, even though
a small portion of the sales price may cover the cost of product development or writing the user's manual.
Flow Down: The Patent and Rights in Data requirements apply to all contractors and their contracts at every tier.
CONTRACTS IN VOL VING EXPERIMENTAL, DEVELOPMENTAL, OR RESEARCH WORK.
A. Rights in Data - This following requirement applies to each contract involving experimental, developmental or
research work:
(1) The term "subject data" used in this clause means recorded information, whether or not copyrighted, that is delivered
or specified to be delivered under the contract. The term includes graphic or pictorial delineation in media such as
drawings or photographs; text in specifications or related performance or design-type documents; machine forms such as
punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. Examples
include, but are not limited to: computer software, engineering drawings and associated lists, specifications, standards,
process sheets, manuals, technical reports, catalog item identifications, and related information. The term "subject data"
does not include financial reports, cost analyses, and similar information incidental to contract administration.
(2) The following restrictions apply to all subject data first produced in the performance of the contract to which this
Attachment has been added:
(a) Except for its own internal use, the Purchaser or Contractor may not publish or reproduce subject data in whole or in
part, or in any manner or form, nor may the Purchaser or Contractor authorize others to do so, without the written consent
of the Federal Government, until such time as the Federal Government may have either released or approved the release
of such data to the public; this restriction on publication, however, does not apply to any contract with an academic
institution.
(b) In accordance with 49 C.F.R. 918.34 and 49 C.F.R. 9 19.36, the Federal Government reserves a royalty-free, non-
exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for "Federal
Government purposes," any subject data or copyright described in subsections (2)(b)l and (2)(b)~ of this clause below.
As used in the previous sentence, "for Federal Government purposes," means use only for the direct purposes of the
Federal Government. Without the copyright owner's consent, the Federal Government may not extend its Federal license
to any other party.
1. Any subject data developed under that contract, whether or not a copyright has been obtained; and
2. Any rights of copyright purchased by the Purchaser or Contractor using Federal assistance in whole or in part provided
by FT A.
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(c) When FTA awards Federal assistance for experimental, developmental, or research work, it is FTA's general intention
to increase transportation knowledge available to the public, rather than to restrict the benefits resulting from the work to
participants in that work. Therefore, unless FTA determines otherwise, the Purchaser and the Contractor performing
experimental, developmental, or research work required by the underlying contract to which this Attachment is added
agrees to permit FTA to make available to the public, either FTA's license in the copyright to any subject data developed
in the course of that contract, or a copy of the subject data first produced under the contract for which a copyright has not
been obtained. If the experimental, developmental, or research work, which is the subject of the underlying contract, is
not completed for any reason whatsoever, all data developed under that contract shall become subject data as defined in
subsection (a) of this clause and shall be delivered as the Federal Government may direct. This subsection (c) , however,
does not apply to adaptations of automatic data processing equipment or programs for the Purchaser or Contractor's use
whose costs are financed in whole or in part with Federal assistance provided by FT A for transportation capital projects.
(d) Unless prohibited by state law, upon request by the Federal Government, the Purchaser and the Contractor agree to
indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope
of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by
the Purchaser or Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation,
reproduction, delivery, use, or disposition of any data furnished under that contract. Neither the Purchaser nor the
Contractor shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of
any employee, official, or agents of the Federal Government.
(e) Nothing contained in this clause on rights in data shall imply a license to the Federal Government under any patent or
be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any
patent.
(f) Data developed by the Purchaser or Contractor and financed entirely without using Federal assistance provided by the
Federal Government that has been incorporated into work required by the underlying contract to which this Attachment
has been added is exempt from the requirements of subsections (b), (c), and (d) of this clause, provided that the
Purchaser or Contractor identifies that data in writing at the time of delivery of the contract work.
(g) Unless FTA determines otherwise, the Contractor agrees to include these requirements in each subcontract for
experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA.
(3) Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status
(Le., a large business, small business, state government or state instrumentality, local government, nonprofit organization,
institution of higher education, individual, etc.), the Purchaser and the Contractor agree to take the necessary actions to
provide, through FT A, those rights in that invention due the Federal Government as described in
U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business
Firms Under Government Grants, Contracts and Cooperative Agreements," 37 C.F.R. Part 401.
(4) The Contractor also agrees to include these requirements in each subcontract for experimental, developmental, or
research work financed in whole or in part with Federal assistance provided by FTA.
B. Patent Rights - The following requirements apply to each contract involving experimental, developmental, or research
work:
(1) General - If any invention, improvement, or discovery is conceived or first actually reduced to practice in the course of
or under the contract to which this Attachment has been added, and that invention, improvement, or discovery is
patentable under the laws of the United States of America or any foreign country, the Purchaser and Contractor agree to
take actions necessary to provide immediate notice and a detailed report to the party at a higher tier until FTA is ultimately
notified.
(2) Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status
(a large business, small business, state government or state instrumentality, local government, nonprofit organization,
institution of higher education, individual), the Purchaser and the Contractor agree to take the necessary actions to
provide, through FTA, those rights in that invention due the Federal Government as described in U.S. Department of
A-15
Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under
Government Grants, Contracts and Cooperative Agreements," 37 C. F. R. Part 401.
(3) The Contractor also agrees to include the requirements of this clause in each subcontract for experimental,
developmental, or research work financed in whole or in part with Federal assistance provided by FT A.
27. TRANSIT EMPLOYEE PROTECTIVE AGREEMENTS (NOT APPLICABLE)
49 U.S.C. ~ 5310, ~ 5311, and ~ 5333
29 CFR Part 215
28. DISADVANTAGED BUSINESS ENTERPRISE (DBE)
49 CFR Part 26
BackQround and Applicability
The newest version on the Department of Transportation's Disadvantaged Business Enterprise (DBE) program became
effective July 16, 2003. The rule provides guidance to grantees on the use of overall and contract goals, requirement to
include DBE provisions in subcontracts, evaluating DBE participation where specific contract goals have been set,
reporting requirements, and replacement of DBE subcontractors. Additionally, the DBE program dictates payment terms
and conditions (including limitations on retainage) applicable to all subcontractors regardless of whether they are DBE
firms or not.
The DBE program applies to all DOT-assisted contracting activities. A formal clause such as that below must be
included in all contracts above the micro-purchase level. The requirements of clause subsection b flow down to
subcontracts.
A substantial change to the payment provisions in this newest version of Part 26 concerns retainage (see section 26.29).
Grantee choices concerning retainage should be reflected in the language choices in clause subsection d.
Disadvantaged Business Enterprises
a. This contract is subject to the requirements of Title 49, 49 Code of Federal Regulations, Part 26, Participation by
Disadvantaged Enterprises in Department of Transportation Financial Assistance Programs. Collier Area
Transit's goal for DBE participation is 12.06%.
b. A separate contract goal has not been established for this procurement.
c. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this
contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and
administration of this DOT-assisted contract. Failure by the contractor to carry out these requirements is a
material breach of this contract, which may result in the termination of this contract or such other remedy as
Collier County deems appropriate. Each subcontract the contractor signs with a subcontractor must include the
assurance in this paragraph (see 49 CFR 26.13(b)).
d. The successful bidder/offeror will be required to report its DBE participation obtained through race-neutral means
throughout the period of performance. In order to comply with the provisions of 49 CFR 26, the bidder/offeror
agrees to the following:
. Bid Opportunity List - shall submit with all Requests for Proposals and Invitations for Bid.
. Anticipated DBE Participation Statement - shall submit with all Requests for Proposals and
Invitations For Bid.
. DBE Directory - the bidder/offeror may use the online DBE directory, BizNet,
www.bipincwebapps.com/biznettloridal to locate ready, willing, and able DBE's to perform sub-
A-16
contractor work or sub-consultant work on USDOT assisted contracts.
. Subcontractor Payment Report - shall submit monthly to comply with monitoring
requirements of 49 CFR 26.
e. The contractor is required to pay its subcontractors performing work related to this contract for
satisfactory performance of that work no later than 30 days after the contractor's receipt of
payment for that work from Collier County. In addition, the contractor is required to return any
retainage payments to those subcontractors within thirty (30) days after the subcontractor's
work related to this contract is satisfactorily completed.
f. The contractor must promptly notify Collier County, whenever a DBE subcontractor performing
work related to this contract is terminated or fails to complete its work, and must make good
faith efforts to engage another DBE subcontractor to perform at least the same amount of
work. The contractor may not terminate any DBE subcontractor and perform that work through
its own forces or those of an affiliate without prior written consent of Collier County.
29. r RESERVED 1
30. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS
FTA Circular 4220.1 E
Applicabilitv to Contracts: The incorporation of FTA terms applies to all contracts.
Flow Down: The incorporation of FTA terms has unlimited flow down.
Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain
Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions.
All contractual provisions required by DOT, as set forth in FT A Circular 4220.1 E, are hereby incorporated by reference.
Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a
conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any
act, or refuse to comply with any (name of grantee) requests which would cause (name of grantee) to be in violation of the
FT A terms and conditions.
31. DRUG AND ALCOHOL TESTING (NOT APPLICABLE)
49 U.S.C. ~5331
49 CFR Parts 653 and 654
32. ADA Access
49 U.S.C. ~5301
Access for Individuals with Disabilities. The Recipient agrees to comply with 49 U.S.C. 3 5301(d), which states the
Federal policy that elderly individuals and individuals with disabilities have the same right as other individuals to use public
transportation services and facilities, and that special efforts shall be made in planning and designing those services and
facilities to implement transportation accessibility rights for elderly individuals and individuals with disabilities. The
Recipient also agrees to comply with all applicable provisions of section 504 of the Rehabilitation Act of 1973, as
amended, with 29 U.S.C. 3794, which prohibits discrimination on the basis of disability; with the Americans with
Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. 33 12101 et seq., which requires that accessible facilities and
services be made available to individuals with disabilities; and with the Architectural Barriers Act of 1968, as amended, 42
A-17
U.S.C. 994151 et seq., which requires that buildings and public accommodations be accessible to individuals with
disabilities, and any subsequent amendments to these laws or other laws pertaining to access for individuals with
disabilities to the extent applicable.
33. ITS Standards
5206(e)
Section 5206(e) of the Transportation Equity Actfor the 21st Century, Public Law 105-178, 112 Stat. 547, pertaining to
conformance with the National Intelligent Transportation Systems Architecture and Standards.
All ITS projects funded with Mass Transit Funds from the Highway Trust Funds shall use applicable ITS standards and
interoperability tests that have been officially adopted through rulemaking by the United States Department of
Transportation (US DOT).
34. ARRA SPECIAL TERMS AND CONDITIONS
Funds appropriated under the Recovery Act
The American Recovery and Reinvestment Act of 2009, Pub. L. 111-5, (Recovery Act) was enacted to preserve
and create jobs and promote economic recovery, assist those most impacted by the recession, provide
investments needed to increase economic efficiency by spurring technological advances in science and health,
invest in transportation, environmental protection, and other infrastructure that will provide long-term
economic benefits, stabilize State and local government budgets, in order to minimize and avoid reductions in
essential services and counterproductive State and local tax increases.
The Contractor shall comply with all terms and conditions in the Recovery Act relating generally to
governance, accountability, transparency, data collection and resources as specified in Act itself and as
discussed below.
Registration
Section 1512 provides that first tier Contractors of ARRA funds must register with Central Contractor
Registration database (CCR). CCR registration can be completed at http://www.ccr.gov. CCR registration must
be completed before the first quarterly Section 1512 report is due.
Federal reporting on projects funded by the Recovery Act, will require contractors to report their DUNS
number. The DUNS number is issued by Dun and Bradstreet. If you do not know your DUNS number,
visit www.dnb.com and click on liD & B D-U-N-S Number" to obtain a number.
Compliance with American Recovery and Reinvestment Act of 2009:
This project is subject to the criteria and conditions of the Recovery Act of 2009 and shall satiSfy the federal
reporting requirements for the project(s), through monthly reports, for both the contractor and
subcontractors. The Contractor shall provide the required information on form(s) provided by the County in
the timeframe indicated in the instructions and shall further include these reporting requirements in all
subcontracts.
Authority of the Comptroller General:
Section 902 of the ARRA of 2009 provides the u.s. Comptroller General and his representatives the authority:
(1) to examine any records of the Contractor or any of its subcontractors, or any State or Local agency
administering such contract, that directly pertain to, and involve transactions relating to, the contract or
subcontract; and
A-18
(2) to interview any officer or employee of the Contractor or any of its subcontractors, or of any State
or Local government agency administering the Contract, regarding such transactions.
Accordingly, the Comptroller General and his representatives shall have the authority and rights as provided
under Section 902 of the ARRA with respect to this Contract, which is funded with funds made available under
the ARRA. Section 902 further states that nothing in this Section shall be interpreted to limit or restrict in any
way any existing authority of the Comptroller General.
52.204-11- American Recovery and Reinvestment Act-Reporting Requirements.
As prescribed in 4.1502, insert the following clause:
American Recovery and Reinvestment Act-Reporting Requirements (Mar 2009)
(a) Definitions. As used in this clause--
"Contract," as defined in FAR 2.101, means a mutually binding legal relationship obligating the seller to
furnish the supplies or services (including construction) and the buyer to pay for them. It includes all types of
commitments that obligate the Government to an expenditure of appropriated funds and that, except as
otherwise authorized, are in writing. In addition to bilateral instruments, contracts include (but are not limited
to) awards and notices of awards; job orders or task letters issued under basic ordering agreements; letter
contracts; orders, such as purchase orders, under which the contract becomes effective by written acceptance or
performance; and bilateral contract modifications. Contracts do not include grants and cooperative agreements
covered by 31 U.S.C. 6301, et seq. For discussion of various types of contracts, see FAR Part 16.
"First-tier subcontract" means a subcontract awarded directly by a Federal Government prime contractor
whose contract is funded by the Recovery Act.
"Jobs created" means an estimate of those new positions created and filled, or previously existing unfilled
positions that are filled, as a result of funding by the American Recovery and Reinvestment Act of 2009
(Recovery Act). This definition covers only prime contractor positions established in the United States and
outlying areas (see definition in FAR 2.101). The number shall be expressed as "full-time equivalent" (FTE),
calculated cumulatively as all hours worked divided by the total number of hours in a full-time schedule, as
defined by the contractor. For instance, two full-time employees and one part-time employee working half days
would be reported as 2.5 FTE in each calendar quarter.
"Jobs retained" means an estimate of those previously existing filled positions that are retained as a result of
funding by the American Recovery and Reinvestment Act of 2009 (Recovery Act). This definition covers only
prime contractor positions established in the United States and outlying areas (see definition in FAR 2.101). The
number shall be expressed as "full-time equivalent" (FTE), calculated cumulatively as all hours worked
divided by the total number of hours in a full-time schedule, as defined by the contractor. For instance, two full-
time employees and one part-time employee working half days would be reported as 2.5 FTE in each calendar
quarter.
"Total compensation" means the cash and noncash dollar value earned by the executive during the contractor's
past fiscal year of the following (for more information see 17 CFR 229.402(c)(2)):
(1) Salary and bonus.
(2) Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial
statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial
Accounting Standards No. 123 (Revised 2004) (F AS 123R), Shared Based Payments.
(3) Earnings for services under non-equity incentive plans. Does not include group life, health, hospitalization
or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to
all salaried employees.
P ART 52 Solicitation Provisions and Contract Clauses Page 1 of 4
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(4) Change in pension value. This is the change in present value of defined benefit and actuarial pension plans.
(5) Above-market earnings on deferred compensation which is not tax-qualified.
(6) Other compensation. For example, severance, termination payments, value oflife insurance paid on behalf
of the employee, perquisites or property if the value for the executive exceeds $10,000.
A-19
(b) This contract requires the contractor to provide products and/or services that are funded under the American
Recovery and Reinvestment Act of 2009 (Recovery Act). Section 1512(c) of the Recovery Act requires each
contractor to report on its use of Recovery Act funds under this contract. These reports will be made available to
the public.
(c) Reports from contractors for all work funded, in whole or in part, by the Recovery Act, and for which an
invoice is submitted prior to June 30, 2009, are due no later than July 10, 2009. Thereafter, reports shall be
submitted no later than the 10th day after the end of each calendar quarter.
(d) The Contractor shall report the following information, using the online reporting tool available at
http://www.FederalReporting.gov .
(1) The Government contract and order number, as applicable.
(2) The amount of Recovery Act funds invoiced by the contractor for the reporting period. A cumulative
amount from all the reports submitted for this action will be maintained by the government's on-line reporting
tool.
(3) A list of all significant services performed or supplies delivered, including construction, for which the
contractor invoiced in this calendar quarter.
(4) Program or project title, if any.
(5) A description of the overall purpose and expected outcomes or results of the contract, including significant
deliverables and, if appropriate, associated units of measure.
(6) An assessment of the contractor's progress towards the completion of the overall purpose and expected
outcomes or results ofthe contract (i.e., not started, less than 50 percent completed, completed 50 percent or
more, or fully completed). This covers the contract (or portion thereof) funded by the Recovery Act.
(7) A narrative description of the employment impact of work funded by the Recovery Act. This narrative
should be cumulative for each calendar quarter and only address the impact on the contractor's workforce. At a
minimum, the contractor shall provide--
(i) A brief description of the types of jobs created and jobs retained in the United
States and outlying areas (see definition in FAR 2.101). This description may rely on job titles, broader labor
categories, or the contractor's existing practice for describing jobs as long as the terms used are widely
understood and describe the general nature of the work; and PART 52 Solicitation Provisions and Contract
Clauses Page 2 of 4
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(ii) An estimate of the number of jobs created and jobs retained by the prime contractor, in the United States
and outlying areas. Ajob cannot be reported as both created and retained.
(8) Names and total compensation of each of the five most highly compensated officers ofthe Contractor for the
calendar year in which the contract is awarded if-
(i) In the Contractor's preceding fiscal year, the Contractor received-(A) 80 percent or more of its annual gross
revenues from Federal contracts (and subcontracts), loans, grants (and sub grants) and cooperative agreements;
and (B) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants
(and sub grants) and cooperative agreements; and
(ii) The public does not have access to information about the compensation of the senior executives through
periodic reports filed under section 13(a) or 15(d) ofthe Securities Exchange Act of 1934 (15 U.S.c. 78m(a),
780(d)) or section 6104 of the Internal Revenue Code of 1986. (9) For subcontracts valued at less than $25,000
or any subcontracts awarded to an individual, or subcontracts awarded to a subcontractor that in the previous tax
year had gross income under $300,000, the Contractor shall only report the aggregate number of such first tier
subcontracts awarded in the quarter and their aggregate total dollar amount.
(10) For any first-tier subcontract funded in whole or in part under the Recovery Act, that is over $25,000 and
not subject to reporting under paragraph 9, the contractor shall require the subcontractor to provide the
information described in (i), (ix), (x), and (xi) below to the contractor for the purposes of the quarterly report.
The contractor shall advise the subcontractor that the information will be made available to the public as
required by section 1512 of the Recovery Act. The contractor shall provide detailed information on these
firsttier subcontracts as follows:
A-20
(i) Unique identifier (DUNS Number) for the subcontractor receiving the award and for the subcontractor's
parent company, if the subcontractor has a parent company.
(ii) Name of the subcontractor.
(iii) Amount of the subcontract award.
(iv) Date ofthe subcontract award.
(v) The applicable North American Industry Classification System (NAICS) code.
(vi) Funding agency.
(vii) A description of the products or services (including construction) being provided under the subcontract,
including the overall purpose and expected outcomes or results of the subcontract.
PART 52Solicitation Provisions and Contract Clauses Page 3 of 4
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(viii) Subcontract number (the contract number assigned by the prime contractor).
(ix) Subcontractor's physical address including street address, city, state, and country. Also include the nine-
digit zip code and congressional district if applicable.
(x) Subcontract primary performance location including street address, city, state, and country. Also include the
nine-digit zip code and congressional district if applicable.
(xi) Names and total compensation of each ofthe subcontractor's five most highly compensated officers, for the
calendar year in which the subcontract is awarded if-
(A) In the subcontractor's preceding fiscal year, the subcontractor received-
(1) 80 percent or more of its annual gross revenues in Federal contracts (and subcontracts), loans, grants (and
subgrants), and cooperative agreements; and
(2) $25,000,000 or more in annual gross revenues from Federal contracts (and subcontracts), loans, grants (and
sub grants ), and cooperative agreements; and
(B) The public does not have access to information about the compensation of the senior executives through
periodic reports filed under section 13(a) or 1 5 (d) of the Securities Exchange Act of 1934 (15 U.S.c. 78m(a),
780(d)) or section 6104 ofthe Internal Revenue Code of 1986.
(End of clause)
PART 52Solicitation Provisions and Contract Clauses Page 4 of 4
Required after Contract Award:
Subcontractor Payment Report DBE/Non-DBE
A-21
Exhibit 8
Subcontractor Payment Report - DBElNon DBE -See attached
5. PRIME CONTRACTOR'S NAME
6. FEID NUMBER - PRIME CONTRACTOR)
7. CONTRACT DOLLAR AMOUNT
9. IS THE PRIME A FLORIDA- CERTIFIED
DISADVANTAGED BUSINESS ENTERPRISE
(DBE)?
YES 0
NO 0
10. IS THE WORK OF THIS CONTRACT
CONSTRUCTION 0 OR CONSULTANT DOTHER?
11. REVISION (Y/N)? _ IF YES, REVISION NUMBER_
12. ANTICIPATED DBE SUBCONTRACTORS (BELOW):
DBE SUBCONTRACTOR OR SUPPLIER
TYPE OF WORK/SPECIALTY
DOLLAR AMOUNT
PERCENT OF
CONTRACT
DOLLARS
A
B
c
D
E
F
11A TOTAL DOLLARS TO
DBE'S
A-22
13. NAME OF SUBMITTER
14. DATE
15. TITLE OF SUBMITTER
16. EMAILADDRESS OF PRIME CONTRACTOR/SUBMITTER
17. FAX NUMBER
18. PHONE NUMBER
NOTE: THIS INFORMATION IS USED TO TRACK AND REPORT ANTICIPATED DBE PARTICIPATION IN ALL FEDERALL Y- FUNDED FDOT
CONTRACTS. THE ANTICIPATED DBE AMOUNT IS VOLUNTARY AND WILL NOT BECOME A PART OF THE CONTRACTUAL TERMS. THIS
FORM MUST BE SUBMITTED AT THE PRE- CONSTRUCTION. FDOT STAFF FORWARDS THE FORM TO THE EQUAL OPPORTUNITY
OFFICE.
19. SUBMITTED BY
20. DATE
21. TITLE OF SUBMITTER
22. EMAIL ADDRESS OF SUBMITTER
23. FAX NUMBER
24. PHONE NUMBER
A-23
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SCHEDULE A
WORK ORDER #
Agreement for title of contract, Dated:
,200
(RFP/Bid 00-0000)
This Work Order is for professional describe services for work known as:
Project Name:
Project No:
The work is specified in the proposal dated , 200 which is attached hereto and made a part of this Work
Order. In accordance with Terms and Conditions of the Agreement referenced above, Work Order # is assigned to:
name of firm.
Scope of Work: As detailed in the attached proposal and the following:
* Task I
* Task II
* Task III
Schedule of Work: Complete work within _days from receipt of the Notice to Proceed which is accompanying this
Work Order.
Compensation: In accordance with Article Five of the Agreement, the County will compensate the Firm in accordance
with the following method(s): _Negotiated Lump Sum_Lump Sum Plus Reimbursable Costs _Time &
Material (established hourly rate - Schedule A) _Cost Plus Fixed Fee, as provided in the attached proposal. (define
which method will be used for which tasks)
Task I $
Task II $
Task III $
TOTAL FEE $
Any change made subsequent to final department approval will be considered an additional service and charged
according to Schedule "An of the original Contract Agreement.
PREPARED BY:
Date
Name and title
APPROVED BY:
Date
Department Director, Department Name
APPROVED BY:
Division Administrator, Division
Date
ACCEPTED BY: Company name
Date
Signature of Authorized Company Officer
Type or Print Name and Title
A-1
SCHEDULE B
RATE SCHEDULE
TINDALE-OLlVER & ASSOCIATES, INC.
Principal $190.00
Project Manager $160.00
Senior Professional $140.00
Professional $120.00
Planner $105.00
Technician $ 90.00
Inspector $ 80.00
Administrative $ 65.00
This list is not intended to be all inclusive. Hourly rates for other categories of
professional, support and other services shall be mutually negotiated by Collier County
A TM Staff and Tindale-Oliver & Associates, Inc., on a project by project basis as
needed.
B-1
SCHEDULE C
INSURANCE COVERAGE
(1) The amounts and types of insurance coverage shall conform to the
following minimum requirements with the use of Insurance Services Office (ISO) forms
and endorsements or their equivalents. If CONSULTANT has any self-insured
retentions or deductibles under any of the below listed minimum required coverages,
CONSULTANT must identify on the Certificate of Insurance the nature and amount of
such self-insured retentions or deductibles and provide satisfactory evidence of financial
responsibility for such obligations. All self-insured retentions or deductibles will be
CONSULTANT'S sole responsibility.
(2) The insurance required by this Agreement shall be written for not less than
the limits specified herein or required by law, whichever is greater.
(3) Coverages shall be maintained without interruption from the date of
commencement of the Services until the date of completion of all Services required
hereunder or as specified in this Agreement, whichever is longer.
(4) Simultaneously with the execution and delivery of this Agreement by
CONSULTANT, CONSULTANT has delivered properly executed Certificates of
insurance (3 copies) acceptable to the OWNER evidencing the fact that CONSULTANT
has acquired and put in place the insurance coverages and limits required hereunder.
In addition, certified, true and exact copies of all insurance polices required shall be
provided to OWNER, on a timely basis, if requested by OWNER. Such certificates shall
contain a provision that coverages afforded under the policies will not be canceled or
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allowed to expire until at least thirty (30) days prior written notice has been given to the
OWNER. CONSULTANT shall also notify OWNER, in a like manner, within twenty-four
(24) hours after receipt, of any notices of expiration, cancellation, non-renewal or
material change in coverages or limits received by CONSULTANT from its insurer, and
nothing contained herein shall relieve CONSULTANT of this requirement to provide
notice. In the event of a reduction in the aggregate limit of any policy to be provided by
CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the
aggregate limit reinstated to the full extent permitted under such policy.
(5) All insurance coverages of the CONSULTANT shall be primary to any
insurance or self insurance program carried by the OWNER applicable to this
Agreement.
(6) The acceptance by OWNER of any Certificate of Insurance pursuant to
the terms of this Agreement does not constitute approval or agreement by the OWNER
that the insurance requirements have been satisfied or that the insurance policy shown
on the Certificate of Insurance is in compliance with the requirements of this Agreement.
(7) CONSULTANT shall require each of its subconsultants to procure and
maintain, until the completion of the subconsultant's services, insurance of the types
and to the limits specified in this Section except to the extent such insurance
requirements for the subconsultant are expressly waived in writing by the OWNER.
(8) Should at any time the CONSULTANT not maintain the insurance
coverages required herein, the OWNER may terminate the Agreement and any Work
Orders issued pursuant to the Agreement or at its sole discretion shall be authorized to
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purchase such coverages and charge the CONSULTANT for such coverages
purchased. If CONSULTANT fails to reimburse OWNER for such costs within thirty (30)
days after demand, OWNER has the right to offset these costs from any amount due
CONSULTANT under this Agreement or any other agreement between OWNER and
CONSULTANT. The OWNER shall be under no obligation to purchase such insurance,
nor shall it be responsible for the coverages purchased or the insurance company or
companies used. The decision of the OWNER to purchase such insurance coverages
shall in no way be construed to be a waiver of any of its rights under the Agreement.
(9) If the initial, or any subsequently issued Certificate of Insurance expires
prior to the completion of the Services required hereunder or termination of the
Agreement or any Work Order, the CONSULTANT shall furnish to the OWNER, in
triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3)
business days after the renewal of the policy(ies). Failure of the Contractor to provide
the OWNER with such renewal certificate(s) shall be deemed a material breach by
CONSULTANT and OWNER may terminate the Agreement or any subsequently issued
Work Order for cause.
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY
Required by this Agreement? X Yes No
(1) Workers' Compensation and Employers' Liability Insurance shall be
maintained by the CONSULTANT during the term of this Agreement for all employees
engaged in the work under this Agreement in accordance with the laws of the State of
Florida. The amounts of such insurance shall not be less than:
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a. Worker's Compensation - Florida Statutory Requirements
b. Employers' Liability (check one)
$100,000 Each Accident
$500,000 Disease Aggregate
$100,000 Disease Each Employee
$1,000,000 Each Accident
$1,000,000 Disease Aggregate
$1,000,000 Disease Each Employee
(2) The insurance company shall waive all claims rights against the OWNER
and the policy shall be so endorsed.
(3) United States Longshoreman's and Harborworker's Act coverage shall be
maintained where applicable to the completion of the work.
_ Applicable ~ Not Applicable
(4) Maritime Coverage (Jones Act) shall be maintained where applicable to
the completion of the work.
_ Applicable X
Not Applicable
COMMERCIAL GENERAL LIABILITY
Required by this Agreement? ~ Yes _ No
(1) Commercial General Liability Insurance, written on an "occurrence" basis,
shall be maintained by the CONSULTANT. Coverage will include, but not be limited to,
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Bodily Injury, Property Damage, Personal Injury, Contractual Liability for this
Agreement, Independent Contractors, Broad Form Property Damage including
Completed Operations and Products and Completed Operations Coverage. Products
and Completed Operations coverage shall be maintained for a period of not less than
five (5) years following the completion and acceptance by the OWNER of the work
under this Agreement. Limits of Liability shall not be less than the following:
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
_ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
~ General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
Fire Damage
$300,000
$300,000
$300,000
$300,000
$ 50,000
$500,000
$500,000
$500,000
$500,000
$ 50,000
$2,000,000
$2,000,000
$2,000,000
$2,000,000
$ 50,000
(2) The General Aggregate Limit shall apply separately to this Project and the
policy shall be endorsed using the following endorsement wording. "This endorsement
modifies insurance provided under the following: Commercial General Liability
Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies
separately to each of your projects away from premises owned by or rented to you."
Applicable deductibles or self-insured retentions shall be the sole responsibility of
CONSULTANT. Deductibles or self-insured retentions carried by the CONSULTANT
shall be subject to the approval of the Risk Management Director or his designee.
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(3) The OWNER, Collier County Government, shall be named as an
Additional Insured and the policy shall be endorsed that such coverage shall be primary
to any similar coverage carried by the OWNER.
(4) Coverage shall be included for explosion, collapse or underground
property damage claims.
(5) Watercraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than the Commercial General Liability limit
shown in subparagraph (1) above if applicable to the completion of the Services under
this Agreement.
_ Applicable -1L- Not Applicable
(6) Aircraft Liability coverage shall be carried by the CONSULTANT or the
SUBCONSUL TANT in limits of not less than $5,000,000 each occurrence if applicable
to the completion of the Services under this Agreement.
_ Applicable -1L- Not Applicable
AUTOMOBILE LIABILITY INSURANCE
Required by this Agreement? -1L- Yes _ No
(1) Automobile Liability Insurance shall be maintained by the CONSULTANT
for the ownership, maintenance or use of any owned, non-owned or hired vehicle with
limits of not less than:
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Bodily Injury & Property Damage - $ 500,000
X Bodily Injury & Property Damage - $1,000,000
UMBRELLA LIABILITY
(1) Umbrella Liability may be maintained as part of the liability insurance of
the CONSULTANT and, if so, such policy shall be excess of the Employers' Liability,
Commercial General Liability, and Automobile Liability coverages required herein and
shall include all coverages on a "following form" basis.
(2) The policy shall contain wording to the effect that, in the event of the
exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will
"drop down" to apply as primary insurance.
PROFESSIONAL LIABILITY INSURANCE
Required by this Agreement? ~ Yes _ No
(1) Professional Liability Insurance shall be maintained by the CONSULTANT
to insure its legal liability for claims arising out of the performance of professional
services under this Agreement. CONSULTANT waives its right of recover against
OWNER as to any claims under this insurance. Such insurance shall have limits of not
less than:
_ $ 500,000 each claim and in the aggregate
_ $1,000,000 each claim and in the aggregate
~ $ 2,000,000 each claim and in the aggregate
_ $ 5,000,000 each claim and in the aggregate
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(2) Any deductible applicable to any claim shall be the sole responsibility of
the CONSULTANT. Deductible amounts are subject to the approval of the OWNER.
(3) The CONSULTANT shall continue this coverage for a period of not less
than five (5) years following completion of all Services authorized under this Agreement.
(4) The policy retroactive date will always be prior to the date services were
first performed by CONSULTANT or OWNER under this Agreement, and the date will
not be moved forward during the term of this Agreement and for five years thereafter.
CONSULTANT shall promptly submit Certificates of Insurance providing for an
unqualified written notice to OWNER of any cancellation of coverage or reduction in
limits, other than the application of the aggregate limits provision. In addition,
CONSULTANT shall also notify OWNER by certified mail, within twenty-four (24) hours
after receipt, of any notices of expiration, cancellation, non-renewal or material change
in coverages or limits received by CONSULTANT from its insurer. In the event of more
than a twenty percent (20%) reduction in the aggregate limit of any policy,
CONSULTANT shall immediately take steps to have the aggregate limit reinstated to
the full extent permitted under such policy. CONSULTANT shall promptly submit a
certified, true copy of the policy and any endorsements issued or to be issued on the
policy if requested by OWNER.
VALUABLE PAPERS INSURANCE
(1) In the sole discretion of the County, on a work order by work order basis,
CONSULTANT may be required to purchase valuable papers and records coverage for
plans, specifications, drawings, reports, maps, books, blueprints, and other printed
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documents in an amount sufficient to cover the cost of recreating or reconstructing
valuable papers or records utilized during the term of this Agreement.
PROJECT PROFESSIONAL LIABILITY
(1) If OWNER notifies CONSULTANT that a project professional liability
policy will be purchased, then CONSULTANT agrees to use its best efforts in
cooperation with OWNER and OWNER'S insurance representative, to pursue the
maximum credit available from the professional liability carrier for a reduction in the
premium of CONSULTANT'S professional liability policy. If no credit is available from
CONSULTANT'S current professional policy underwriter, then CONSULTANT agrees to
pursue the maximum credit available on the next renewal policy, if a renewal occurs
during the term of the project policy (and on any subsequent professional liability
policies that renew during the term of the project policy). CONSULTANT agrees that
any such credit will fully accrue to OWNER. Should no credit accrue to OWNER,
OWNER and CONSULTANT, agree to negotiate in good faith a credit on behalf of
OWNER for the provision of project-specific professional liability insurance policy in
consideration for a reduction in CONSULTANT'S self-insured retention and the risk of
uninsured or underinsured consultants.
(2) CONSULTANT agrees to provide the following information when
requested by OWNER or OWNER'S Project Manager:
a. The date the professional liability insurance renews.
b. Current policy limits.
c. Current deductibles/self-insured retention.
d. Current underwriter.
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e. Amount (in both dollars and percent) the underwriter will give as a credit if
the policy is replaced by an individual project policy.
f. Cost of professional insurance as a percent of revenue.
g. Affirmation that the design firm will complete a timely project errors and
omissions application.
(3) If OWNER elects to purchase a project professional liability policy,
CONSULTANT to be insured will be notified and OWNER will provide professional
liability insurance, naming CONSULTANT and its professional subconsultants as
named insureds.
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SCHEDULE D
TRUTH IN NEGOTIATION CERTIFICATE
In compliance with the Consultants' Competitive Negotiation Act, Section
287.055, Florida Statutes, Tindale-Oliver & Associates, Inc., hereby certifies that
wages, rates and other factual unit costs supporting the compensation for the services
of the CONSULTANT to be provided under the Professional Services Agreement,
concerning RFP 09-5207 Alternative Transportation Modes Consulting Services for
the Collier Area Transit (CAT) Program are accurate, complete and current as of the
time of contracting.
Tindale-Oliver & Associates, Inc.
BY:
V~~
William L. Ball
TITLE: Chief Operating Officer
DATE: September 29, 2009
D-1
SCHEDULE E
SCOPE OF SERVICES
Scope of Services
The scope of services described in this section ("Scope of Services") is a general guide and is
not intended to be a complete list of all work and materials necessary to complete the project or
supply goods or services. The Scope of Services contains work tasks believed necessary for
General Consulting Services for Urban Design, Site Development Plan, Environmental
Assessment, TransitfTransportation Planning, Green Initiatives, Project Management, Technical
Studies and Data Collection for the development of an Intelligent Transportation System (ITS)
and Geographic Information Systems (GIS) that meets CAT needs.
Work will be procured by requesting proposals from all awarded firms and a project work order
will be issued.
General Information
The Urban Design, Site Development Plan, Environmental Assessment, Transit! Transportation
Planning, Green Initiatives, Project Management, Technical Studies and Data Collection for the
development of an Intelligent Transportation System (ITS) and Geographic Information Systems
(GIS) shall provide services that involve expertise and technical skills in multimodal
transportation related services. Consultant's staff will serve as an extension of Alternative
Transportation Modes (A TM) Department staff on an "as needed basis" under the direction of
the ATM Project Manager(s) to move projects from concept, through implementation, and to
completion. Consultant will be responsible for providing technical expertise, developing
guidelines and request for proposals, plans, procedures, manuals, and performing technical
studies and analysis.
General assignments may include, but are not limited to, coordination with land use
development, provisions of local government transit oriented development guidelines, design
standards, manual updates, land use and zoning reviews, corridor analysis, comprehensive
transit system operations analysis, comprehensive transit facilities analysis, transit development
plan updates, transit modeling, transportation impact and environmental studies/assessments,
CAT Geodatabase design and management, Implementation of an Intelligent Transportation
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System (ITS), GIS base map design and development. Further examples are listed below under
the three categories.
When requested by the specified A TM Project Manager, the Consultant will work with, and
receive guidance from, the appropriate ATM staff to develop the appropriate requirements,
guidelines, and criteria for each project work order. The Consultant will then develop and submit
to the A TM Project Manager, a final scope of work as he/she envisions the specific project work
order, the number of hours by discipline required to complete the work order, all other direct
costs required, a list of deliverables to complete the work order, and a proposed schedule for
approval. The Consultant shall not proceed with any work on the work order until a notice to
proceed is issued in writing by the Transportation Division or authorized representative.
Services to be Performed
The Board of County Commissioners has authorized the issuance of a Request for Proposal for
"General Consulting Services for Urban Design, Site Development Plan, Environmental
Studies/Assessment, TransitfTransportation Planning, Green Initiatives, Project Management,
Technical Studies and Data Collection for the development of an Intelligent Transportation
System (ITS) and Geographic Information Systems (GIS)" on an as needed basis. In general,
this effort will involve expertise and technical skills in developing, designing, engineering and
implementing facilities and related services, Intelligent Transportation Systems (ITS), Transit
Operations Analysis, Environmental Studies/Assessments, TransitfTransportation Planning,
Green Initiatives, Project Management. More specifically, the scope of services has been
divided into four (4) areas of expertise including but not limited to:
A. Category One - TransitfTransportation Operations and Financial Planning
B. Category Two - Technical Studies
C. Category Three - Urban Design and Environmental Services
D. Category Four - Mobility Management, Intelligent Transportation Systems (ITS) and
Geographic Information System (GIS)
It is the intent of the County to award to multiple vendors. Firms are to submit one (1) proposal
for each category. The selection committee will determine the most technically qualified firm,
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and make a recommendation to the Board of County Commissioners for award of multiple
contracts.
Category One - TransitlTransportation Operations and Financial Planning
This work will require expertise in multi-modal transportation planning. Consultant will provide
experienced consulting services to assist A TM staff in addressing existing travel means and
patterns and to plan new transportation services for the community.
ATM/CAT will initiate numerous service improvements and / or reductions based upon the
County's long range vision of a comprehensive public transportation system coordinated at the
community level and directly interfacing with land use development and budgetary constraints.
The Collier County Transit Development Plan (TDP) calls for expansion of local route coverage,
increased frequency of services, new connection into adjacent Counties to the north,
introduction of technology to include electronic fareboxes, Automatic Passenger Counter (APC)
and Automatic Vehicle Locators (A VL), the identification of a dedicated funding source,
transportation financial and economic analysis, regional commuter assistance programs, and
premium paratransit, demand response services, flex services and fixed route deviation and
point deviation services. Consultant support will include operational analysis, market demand
appraisals, resource demand studies, cost allocation analysis, service monitoring reviews and
other transit operational and financial planning related services as required.
Typical past and potential projects include:
IiiliiI Corridor Analysis
IiiliiI Comprehensive Operations Analysis
IiiliiI Traffic Operations and Road Design to accommodate bus operation
IiiliiI Transit Development Plan
IiiliiI Transportation Disadvantage Service Plan
IiiliiI Public Transportation Service Planning and Operations Analysis
IiiliiI Transit Preferential Treatment
IiiliiI Federal Transportation Programs Studies
IiiliiI Federal Transportation Administration Program Funding Application & Reporting
IiiliiI Florida Department of Transportation Program Funding Application & Reporting
IiiliiI Concurrency Review Analysis
IiiliiI Transportation Impact and Environmental Studies
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liliiI Transit Operations Evaluation
liliiI Transit Systems Modeling and Travel Demand Modeling Development Strategies
liliiI Flexible Route Deviation / Point Deviation Service Development and Implementation Plans
liliiI Public Participation Policy Review
liliiI Triennial Reviews and Title VI Support
Category Two - Technical Studies
This work will require expertise in data collection, travel demand forecasting, corridor
designation studies, transit route studies and scheduling, project development, environmental
studies, identification of green initiatives projects, traffic planning and data development
studies, ridership forecasting and impact fees studies. Consultant will provide experienced
consulting services to assist A TM staff in addressing existing and future challenges in data
collection and analysis including developing standards and performance measures to evaluate
development impact on Transit in order to identify potential contribution.
Typical past and potential projects include:
liliiI Automatic Passenger Counter (APe) data collection, analysis and utilization
liliiI Automatic Vehicle Locator (AVL) data collection, analysis and utilization
liliiI Electronic Farebox data collection, analysis and utilization
liliiI Financial Analysis Tools and Costing Models
liliiI On Time Performance Studies
liliiI Ridership and Revenue Forecasting
liliiI Ridership Demand Forecasting
liliiI Bus Stop Location, Amenities and Accessibility Standards Analysis
liliiI Comprehensive transit facilities analysis
liliiI Service Efficiency Reductions Analysis
liliiI Corridor Designation Studies
liliiI Transit Route Studies
liliiI Next Bus and other Intelligent Transportation Systems
liliiI Demand Response Service Analysis
liliiI Transit Scheduling (Le.: in a Trapeze FX and/or Route Match Environment)
liliiI Identification of green initiatives projects for transit (equipment, infrastructure, etc...)
liliiI Comprehensive Operations Analysis
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Category Three - Urban Design and Environmental Services
The object of this task is to assist A TM staff with the coordination of transit with land use
development, and environmental studies. A TM will require consultant services that provide
expertise in local land use codes, transit oriented development guidelines and implementation
techniques, Identification of green initiatives projects, private sector partnership incentive
programs, and coordination with other urban infrastructure investments. The environmental
studies standard should include ASTM 1527Phase I & II investigation and compliance with
NEPA requirements. The selected consultant will have the ability to do documented categorical
exclusions compliant with FTA's interpretation of NEPA requirements.
Typical past and potential projects include:
Ii1iiI Comprehensive transit facilities analysis
Ii1iiI local Government Transit Oriented Development Guidelines
Ii1iiI Development Review Procedures
Ii1iiI Development and Update of Transit Design Standards Manual
Ii1iiI Streetscape and Pedestrian Studies
Ii1iiI land Use Code and Zoning Reviews
Ii1iiI Redevelopment, Area Wide, and Specific Plan Assessments
Ii1iiI Joint Development Studies
Ii1iiI Environmental Assessment
Ii1iiI Identification of green initiatives projects for transit (equipment, infrastructure, etc...)
Category Four - Mobility Management, Intelligent Transportation Systems (ITS) and
Geographic Information System (GIS)
Mobility Management
Collier County is soliciting proposals for the services of a qualified person or qualified
professional firm for network consultation and support services, planning and implementing the
acquisition, and purchase of intelligent transportation technologies to operate a coordinated
system, as well as promoting the use of innovative technologies, services and other methods to
improve customer service. The nature of the service(s) will be network design, application
development & customization, coordination and implementation of new and existing
technologies with third party vendors, and ongoing support for a future proprietary CAT systems
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information network. Services will also include but are not limited to general management and
operation of this future system.
It is the general intent of the County that the personlfirm will become CA T's adjunct IT staff for
the proprietary system, performing routine maintenance and updates to the CAT information
system's servers, network devices and proprietary applications, as well as providing a needed
resource for both end users of the system and management staff.
Overview
CAT provides public transportation services to Collier County residents. The Alternative
Transportation Modes Department manages a contractor, McDonald Transit Associates Inc.,
who is responsible for the day to day public transit operations. The Board of County
Commissioners IT Department supports and maintains the network infrastructure, servers, PCs
and associated standard Microsoft office productivity applications. In addition, McDonald
Transit utilizes a software application called RouteMatch, currently supported by the software
vendor.
Intelligent Technology & Geographic Information Systems Services
This task may include but is not limited to studies, design, installation and implementation of an
Intelligent Transportation System (ITS) and Geographic Information System components
including software, databases, applications and integration with existing systems. The Intelligent
Technology includes but not limited to, Automatic Vehicle Locators (AVL), Automatic Passenger
Counters (APC), Electronic Fareboxes (EF), Electronic On-Vehicle Passenger Information
System (audio and visual message display) and on board security cameras. These technology
solutions will meet Collier County's needs by integrating with existing and planned future
systems, as well as including ongoing maintenance of the solution.
Typical past and potential projects include:
iiIil Addition of hardware and software such as:
. Scheduling software
. Office software
. PC hardware
. Server
. Server software
iiIil Assessment of required network infrastructure and devices
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ill Desktop Applications Support
ill Server Administration Services
ill Network Administration Services
ill Network Security
ill Network Infrastructure Strategic Planning
ill Geodatabase design, management and interface integration
ill Support of Internet Map Services
ill Geo-Iocation of CAT bus stops and routes
ill ArclMS Server Development and Support Including Upgrades and Addition of Custom
Applications
ill Provide real-time Automatic Vehicle Location (AVL) and vehicle component monitoring
ill Provide Mobile Data Terminals (MDT)
ill Provide real-time engine, transmission and key systems monitoring, logging and analysis
tools
ill Provide Automatic Passenger Counters (APC) reporting and mapping
ill Provide onboard intelligence on vehicles to integrate and enhance existing onboard fare
boxes, with single point sign-on, and a unified source of Global Positioning System (GPS)
location, time, run, and route and trip information to those systems
ill Provide a single unified Geographic Information System (GIS) layer and solution usable
for all CAT, (Collier Area Transit) systems relying on a map, and must be able to integrate
into the current County GIS infrastructure
ill Provide for a public web page to allow riders to view real or near real time routes and
locations of vehicles
ill Provide continued support and maintenance of the solution so that the information and
features provided remain stable and reliable over the life of the solution
ill Provide for future expansion and/or integration of internal and external systems such as
onboard video, next bus information, transfer connection protection, transit signal priority
and collision avoidance
ill Provide for the integration of the proposed solution into the existing Collier County data
communications system, based on the Collier County Information Technology's TACS,
(Technical Architectural Compatibility Standards). The proposed system must be able to
be supported by Collier County IT personnel with vendor support.
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Work Orders
The issuance of Work Orders is ongoing and multiple Work Orders maybe assigned
simultaneously. Completed work on a task will be billed at the hourly rate governed by the
contract. All Work Orders issued will be in writing. The Consultant(s) must provide a written
estimate of the man-hours required and corresponding cost for each Work Order. A TM must
approve each cost estimate in writing before the Consultant(s) initiates work on the task(s).
Each Work Order will contain its own completion date. The completion date of a Work Order
may extend beyond the expiration date of the Contract, as long as the Work Order is issued
prior to the expiration date of the Contract. No work on any task shall begin without a formal
Notice to Proceed being issued.
The County reserves the right to order such services from selected firms as may be required
during said period, but does not guarantee any minimum or maximum services to be ordered
during the period specified from any given firm. Work Order service assignments shall be at the
sole discretion of the County.
Work order assignments for CCNA contracts shall be made in accordance with the Best Value
Offer (BVO) procedure as approved by the Board of County Commissioners on February 10,
2009.
The contracts are classified as fixed-term Countywide Agreements for various and
miscellaneous consulting services which will be utilized on an as-needed basis. Assignments
shall be implemented with Work Orders subject to a maximum of $200,000 per Work Order and
with a maximum yearly contract amount of $750,000 per firm. Work Order assignments in
excess of $200,000 (or the County's current competitive threshold) shall be approved by the
Board of County Commissioners.
The following personnel based on their position at A TM are authorized to issue Work Orders:
Alternative Transportation Modes (A TM) Department Director
A TM Principal Planner
A TM, Purchasing and the Consultant(s) shall negotiate a Maximum Fee for each individual
Work Order.
E-8
The Maximum Fee shall be determined in accordance with the following provisions:
a) The Maximum Fee amount established for each Work Order shall be the agreed
man hour effort required for performance of the desired services at the approved hourly
rates, plus miscellaneous and out-of-pocket expenses, plus the cost of negotiated
expenses (if any).
b) The approved hourly rates per job classification for the Prime Consultant(s) and any
Subconsultant(s) to be applied to this contract are set forth in the Fee Structure provided
by contractor.
c) Miscellaneous and out-of pocket expenses for the Prime Consultant(s) and
Subconsultant(s) shall be established for each Task Order covered by this Agreement
and will consist of the following:
Out-of-pocket expenses include incidental costs of printing, materials, expendable
equipment, and travel within the limits of Florida Statute 112.061, equipment rental,
long distance calls, and tolls. Itemized receipts which include detailed description of
expense(s) shall be provided for reimbursement. No reimbursement shall be given
without a proper receipt.
Deliverables
Each Work Order will define the deliverables. Oeliverables shall be accepted by the appropriate
A TM project manager before payment for such work.
E-9
ACORDTM CERTIFICA TE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY)
9/28/2009
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ISU Suncoast Insurance Assoc ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
P.O. Box 22668 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Tampa, FL 33622-2668
813 289-5200 INSURERS AFFORDING COVERAGE NAIC#
INSURED INSURER A: Travelers Indemnity Co of Ameri 25666
Tindale-Oliver & Associates, Inc. INSURER B: Travelers Indemnity Company 25658
1000 N Ashley Dr, Suite 100 INSURER C: Travelers Casualty and Surety C 19038
Tampa, FL 33602 INSURER D: XL Specialty Insurance Company 37885
INSURER E:
Client#. 3136
TINDOLl3
COVERAGES
...
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
LTR NSR TYPE OF INSURANCE POLICY NUMBER PJ>1-{~~:~88,re,E P~~fl,~~~N LIMITS
A ~NERAL LIABILITY 6808127L852 02/24/09 02/24/10 EACH OCCURRENCE $1 000 000
X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED $1 000 000
I CLAIMS MADE [!] OCCUR MED EXP (Anyone person) $5 000
- PERSONAL & ADV INJURY $1 000.000
- GENERAL AGGREGATE $2.000.000
~'L AGGREAE LIMIT APnS PER: PRODUCTS - COMPIOP AGG $2.000.000
POLICY ~bWT LOC
B ~TOMOBILE LIABILITY BA8130L50608 02/24/09 02/24/10 COMBINED SINGLE LIMIT
ANY AUTO (Ea accident) $1,000,000
-
- ALL OWNED AUTOS BODILY INJURY
$
SCHEDULED AUTOS (Per person)
-
~ HIRED AUTOS BODILY INJURY
$
~ NON-OWNED AUTOS (Per accident)
PROPERTY DAMAGE $
(Per accident)
RRAGE LIABILITY AUTO ONLY - EA ACCIDENT $
ANY AUTO OTHER THAN EA ACC $
AUTO ONLY: AGG $
B ~ESS/UMBRELLA LIABILITY CUP8406Y26A 02/24/09 02/24/1 0 EACH OCCURRENCE $3 000 000
X OCCUR D CLAIMS MADE AGGREGATE $3 000 000
$
8 DEDUCTIBLE $
X RETENTION $10000 $
C WORKERS COMPENSATION AND UB7082Y31708 09/01/09 09/01/10 X I T~JT~~~~ I IOJbl-
EMPLOYERS' LIABILITY E.L. EACH ACCIDENT $1 000 000
ANY PROPRIETORIPARTNERlEXECUTlVE $1 000000
OFFICERIMEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE
If yes, describe under E.L. DISEASE - POLICY LIMIT $1 000000
SPECIAL PROVISIONS below
0 OTHER Professional DPR9618855 04/20/09 04/20/10 $1,000,000 per claim
Liability $1,000,000 annl aggr.
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
Professional Liability is written on a claims made and reported basis.
Re: Contract #09-5207 "Consulting Services for the Collier Area Transit (CAT) Program".
Collier COunty is listed as additional insured with respect to the General Liability policy.
CERTIFICATE HOLDER CANCELLATION 10 Davs or on- avmen
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
Collier County DATE THEREOF, THE ISSUING INSURER WILL ~ MAIL -30- DAYS WRITTEN
Purchasing Department NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BXJtM~
3301 Tamiami Trail East JIIfJOJllOOllOJlJClJlDu.nUIUIXXllMX~J(x.JlUlItM8{D)I.JtlD&lOROO(
Naples, FL 34112 It)(
I CWE~RM~: ~ ~
f N P t
ACORD 25 (2001/08) 1 of 2
#S214382/M208511
BJM
@ ACORD CORPORATION 1988