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Agenda 11/10/2020 Item #16D10 (Contract #20-7691RR - CAT - Kimley-Horn & Associates, Inc.)
11/10/2020 EXECUTIVE SUMMARY Recommendation to award an Agreement to Kimley-Horn and Associates, Inc., for Request for Professional Services (RPS) # 20-7691M to evaluate Collier Area Transit's ("CAT") fixed -route bus operations for system efficiency and effectiveness improvements, in the amount of $168,041. OBJECTIVE: To evaluate Collier Area Transit's ("CAT") fixed -route bus operations and provide practical recommendations on route changes to improve productivity, service efficiency, and the application of resources where they are most needed. CONSIDERATIONS: The Collier Metropolitan Planning Organization (the "MPO") coordinated with the Public Transit & Neighborhood Enhancement ("PTNE") Division in the preparation of the major Transit Development Plan (the "TDP") update for 2021 - 2030 to provides a strategic plan and vision for Transit over the next ten years. The TDP identifies short-term and long-term recommendations for improvements that ultimately transition the CAT system's existing route structure to a reconceived network that will better serve CAT's current and future patrons as the County continues to grow and develop. A Comprehensive Operations Analysis ("COA") study is structured to examine and evaluate the recommendations contained in the TDP and determine what improvements can be made to make transit operations more effective and efficient across the network to ensure the appropriate allocation of resources based on need and demand. The COA will also help the transit section to define route alignment and establish operational guidelines. At the September 8, 2020 meeting, the Board ratified the County Manager's earlier acceptance of the selection committee's ranking and authorized staff to commence contract negotiations (Absentia Agenda of July 28, 2020) with the top -ranked firm, Kimley-Horn and Associates for completion of the COA study. Thereafter, staff negotiated the attached proposed agreement with Kimley-Horn to conduct the study in the amount of $168,041, which reflects a savings of $22,247 realized by staff during the course of negotiations. FISCAL IMPACT: The total contract cost for Professional Services to conduct the Comprehensive Operations Analysis is $168,041. Funds are available within the FTA 5307 Grant in Fund (424), Project No. 33634, FTA 5305 Grant in Fund (711), Project No. 33685, and the CAT Local Operating Fund (426), Project No. 61011. LEGAL CONSIDERATIONS: This item is approved as to form and legality and requires majority vote for Board approval. -SRT GROWTH MANAGEMENT IMPACT: Consistent with Objective 12 of the Transportation Element of the Growth Management Plan. RECOMMENDATION: To award RPS # 20-7691RR, "Comprehensive Operations Analysis (COA) Study," to Kimley-Horn and Associates, Inc., in the amount of $168,041, and authorize the Chairman to sign the attached agreement. Prepared By: Zachary Karto, Senior Planner, Public Transit & Neighborhood Enhancement Division ATTACHMENT(S) 1.20-7691RR KimleyHorn_Insurance 9-23-20 (PDF) 2. {linked} 20-7691RR KimleyHorn_VendorSigned (PDF) Packet Pg. 1776 16.D.10 11/10/2020 COLLIER COUNTY Board of County Commissioners Item Number: 16.13.10 Doe ID: 13737 Item Summary: Recommendation to award an Agreement to Kimley-Horn and Associates, Inc., for Request for Professional Services (RPS) # 20-7691RR, to evaluate Collier Area Transit's ("CAT") fixed -route bus operations for system efficiency and effectiveness improvements, in the amount of $168,041. Meeting Date: 11/10/2020 Prepared by: Title: Planner, Senior — Public Transit & Neighborhood Enhancement Name: Omar Deleon 09/30/2020 4:10 PM Submitted by: Title: Division Director - Pub Tran & Nbrhd Enh — Public Transit & Neighborhood Enhancement Name: Michelle Arnold 09/30/2020 4:10 PM Approved By: Review: Public Transit & Neighborhood Enhancement Judy Sizensky Public Transit & Neighborhood Enhancement Caroline Soto Procurement Services Opal Vann Level 1 Purchasing Gatekeeper Procurement Services Viviana Giarimoustas Additional Reviewer Procurement Services Evelyn Colon Additional Reviewer Procurement Services Sandra Herrera Additional Reviewer Public Transit & Neighborhood Enhancement Michelle Arnold Community & Human Services Blanca Aquino Luque Additional Reviewer Operations & Veteran Services Kimberley Grant Level 1 Reviewer Public Services Department Todd Henry Level 1 Division Reviewer Public Services Department Steve Carnell Level 2 Division Administrator Review Grants Nicole Diaz Level 2 Grants Review County Attorney's Office Scott Teach Level 2 Attorney Review Grants Carrie Kurutz Additional Reviewer Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Grants Therese Stanley Additional Reviewer Additional Reviewer Completed Additional Reviewer Completed Completed 10/0 1 /2020 10:39 AM Completed 10/01/2020 11:02 AM Completed 10/01/2020 4:53 PM Completed 10/02/2020 1:50 PM Additional Reviewer Completed Completed 10/08/2020 1:09 PM Completed 10/08/2020 6:14 PM Completed 10/09/2020 10:29 AM Completed 10/13/2020 11:49 AM Completed 10/16/2020 8:32 AM Completed 10/16/2020 9:39 AM Completed 11/04/2020 9:41 AM Completed 11/04/2020 9:49 AM Completed 11/04/2020 10:33 AM Packet Pg. 1777 County Attorney's Office County Manager's Office Board of County Commissioners Jeffrey A. Klatzkow Level 3 County Attorney's Office Review Leo E. Ochs Level 4 County Manager Review MaryJo Brock Meeting Pending 16.D.10 11/10/2020 Completed 11/04/2020 10:56 AM Completed 11/04/2020 11:36 AM 11/10/2020 9:00 AM Packet Pg. 1778 DATE (Mq 16.D.10.a ACORD,,, CERTIFICATE OF LIABILITY INSURANCE I 9/23/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Jerry Noyola Greyling Ins. Brokerage/EPIC PHONE 770-552-4225 FAX 866-550-4082 A/C, No Ext : A/C, No 3780 Mansell Road, Suite 370 E-MAIL oa re Iln ADDRESS:errynol y @g Y gcom• Alpharetta, GA 30022 INSURERS AFFORDING COVERAGE NAIC # INSURED Client#: 25320 KIMLHORN Kimley-Horn and Associates, Inc. 421 Fayetteville Street, Suite 600 Raleigh, NC 27601 O INSURER A: National Union Fire Ins. Co. 19445 INSURER B : Aspen American Insurance Company 43460 INSURER C : New Hampshire Ins. Co. 23841 INSURER D : Lloyds of London 085202 INSURER E : COVERAGES CERTIFICATE NUMBER: 20-21 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDLSUBR INSR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY 5268169 04/01/2020 04/01/2021 EACH OCCURRENCE $1 000,000 Fvl CLAIMS -MADE OCCUR PREMISES EaoccurrDence $500,000 X MED EXP (Any one person) $25,000 Contractual Liab PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PRO - POLICY X JECT X LOC PRODUCTS - COMP/OP AGG $2,000,000 $ OTHER: A AUTOMOBILE LIABILITY 4489663 04/01/2020 04/01/2021 EOacccl den SINGLE LIMIT 2,000,000 X BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY X AUTOS ONLY BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ B UMBRELLA LIAB X OCCUR CX005FT20 04/01/2020 04/01/2021 EACH OCCURRENCE s5,000,000 X AGGREGATE s5,000,000 EXCESS LIAB CLAIMS -MADE DED I X RETENTION $0 $ C A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N OFFICER/MEMBER EXCLUDED? F_N1 (Mandatory in NH) N / A 015893685 (AOS) 015893686(CA) 04/01/2020 04/01/2020 04/01/2021 04/01/2021 X START TE ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $1,000,000 D Professional Liab B0146LDUSA2004949 04/01/2020 04/01/2021 Per Claim $2,000,000 Aggregate $2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: Contract #20-7691 RR; Comprehensive Operations Analysis (COA) Study; Ryan Suarez. The Collier County Board of County Commissioners are named as Additional Insureds with respects to General & Automobile Liability where required by written contract. The above referenced liability policies with the exception of workers compensation and professional liability are primary & non-contributory where required by written contract. Waiver of Subrogation is applicable where required by written contract & allowed by law. Should (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION Collier County Board of County Commissioners 3295 Tamiami Trail East, Bldg. C2 Naples, FL 34112 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 1"_ /D' © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD Packet Pg. 1779 #S2384821/M2102751 JNOY1 DESCRIPTIONS (Continued from Page 1) 16.D.10.a any of the above described policies be cancelled by the issuing insurer before the expiration date thereof, 30 days' written notice (except 10 days for nonpayment of premium) will be provided to the Certificate Holder. SAGITTA 25.3 (2016/03) 2 of 2 #S2384821/M2102751 Packet Pg.1780 16.D.10.a POLICY NUMBER: 5268169 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES DR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) J Or Organization(s) I Location(s) Of Covered Operations ` ANY PERSON OR ORGANIZATION WHOM YOU PER THE CONTRACT OR AGREEMENT. BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. IInformation required to complete this Schedule, if not shown above, will be shown in the Declarations. i A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insureds; at the location(s) designated above. However: 1, The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than CG 20 10 04 13 that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. 0 Insurance Services Office, inc., 2012 Page 1 of 2 D Packet Pg. 1781 16.D.10.a C. With respect to the insurance afforded to these additional insureds, the following is added to Section III . Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2_ Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. Page 2 of 2 0 Insurance Services Office, Inc., 2012 CG 20 10 04 13 El Packet Pg. 1782 16.D.10.a POLICY NUMBER: 5268169 COMMERCIAL GENERAL L1ABiLITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTSICOMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Personfs) Or Organization(s) Location And description Of Completed Operations ANY PERSON OR ORGANIZATION WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. PER THE CONTRACT OR AGREEMENT. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section 11 - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products -completed operations hazard". However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law: and 2. If coverage provided to the additional insured is required by a contract or agree- ment, the insurance afforded to such addi- tional insured will not be broader than that CG 20 37 04 13 which you are required by the contract or agreement to provide for such additional insured. S. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insu- rance shown in the Declarations; whichever is less. This endorsement shall not increase the appli- cable Limits of Insurance shown in the Decla- rations. 0 Insurance Services Office, Inc., 2012 Page 1of1 0 Packet Pg. 1783 This page has been left blank intentionally. 16.D.10.a r Q Packet Pg. 1784 .:• 4*01 • LdS"WAIJIMMEALLUM for Comprehensive Operations Analysis (COA) Study " THIS AGREEMENT is made and entered into this day of , 20 20 by and between the Board of County Commissioners for Collier County, Florida, a political subdivision of the State of Florida (hereinafter referred to as the "COUNTY") and Kimley-Horn and Associates, Inc. authorized to do business in the State of Florida, whose business address is 1412 Jackson Street, Suite 2, Fort Myers, FL 33901 (hereinafter referred to as the "CONSULTANT" and/or "CONTRACTOR"). WHEREAS, the COUNTY desires to obtain the professional services of the CONSULTANT concerning Comprehensive Operations Analysis (COA) Study (hereinafter referred to as the "Project"), said services in accordance with the provisions of Section 287,055, Florida Statutes being more fully described in Schedule A, "Scope of Services", which is attached hereto and incorporated herein; and WHEREAS, the CONSULTANT has submitted a proposal for provision of those services; and WHEREAS, the CONSULTANT represents that it has expertise in the type of professional services that will be required for the Project. NOW, THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties hereto agree as follows: 1.1. CONSULTANT shall provide to COUNTY professional services in all phases of the Project to which this Agreement applies. 1.2. The Basic Services to be performed by CONSULTANT hereunder are set forth in the Scope of Services described in detail in Schedule A. The total compensation to be paid CONSULTANT by the COUNTY for all Basic Services is set forth in Article Five and Schedule B, 'Basis of Compensation", which is attached hereto and incorporated herein. 1.3. The CONSULTANT agrees to obtain and maintain throughout the period of this Agreement all such licenses as are required to do business in the State of Florida and in Collier County, Page 1 of 32 PSA CCNA Single Project Agreement 2017.010 Vec3 Florida, including, but not limited to, all licenses required by the respective state boards and other governmental agencies responsible for regulating and licensing the professional services to be provided and performed by the CONSULTANT pursuant to this Agreement. 1.4. The CONSULTANT agrees that, when the services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certificate of authorization or other form of legal entitlement to practice such services, it shall employ and/or retain only qualified personnel to provide such services to the COUNTY. 1.5. CONSULTANT designates Ryan Suarez, AICP, Project Manager a qualified licensed professional to serve as the CONSULTANT's project coordinator (hereinafter referred to as the 'Project Coordinator"). The Project Coordinator is authorized and responsible to act on behalf of the CONSULTANT with respect to directing, coordinating and administering all aspects of the services to be provided and performed under this Agreement. Further, the Project Coordinator has full authority to bind and obligate the CONSULTANT on all matters arising out of or relating to this Agreement. The CONSULTANT agrees that the Project Coordinator shall devote whatever time is required to satisfactorily manage the services to be provided and performed by the CONSULTANT hereunder. The Project Coordinator shall not be removed by CONSULTANT from the Project without the COUNTY's prior written approval, and if so removed must be immediately replaced with a person acceptable to the COUNTY. 1.6. CONSULTANT agrees, within fourteen (14) calendar days of receipt of a written request from the COUNTY to promptly remove and replace the Project Coordinator, or any other personnel employed or retained by the CONSULTANT, or any subconsultants or subcontractors or any personnel of any such subconsultants or subcontractors engaged by the CONSULTANT to provide and perform services or work pursuant to the requirements of this Agreement, said request may be made with or without cause. Any personnel so removed must be immediately replaced with a person acceptable to the COUNTY. 1.7. The CONSULTANT represents to the COUNTY that it has expertise in the type of professional services that will be performed pursuant to this Agreement and has extensive experience with projects similar to the Project required hereunder. The CONSULTANT agrees that all services to be provided by CONSULTANT pursuant to this Agreement shall be subject to the COUNTY's review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all applicable laws, statutes, including but not limited to ordinances, codes, rules, regulations and requirements of any governmental agencies, and the Florida Building Code where applicable, which regulate or have jurisdiction over the Services to be provided and performed by CONSULTANT hereunder, the Local Government Prompt Payment Act (218,735 and 218.76 F.S.), as amended, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 1191 FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Page 2 of 32 PSA_CCNA Single Project Agreement 201�.010 Vec3 Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112=5746 Telephone: (239) 252=8999 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 1.8. In the event of any conflicts in these requirements, the CONSULTANT shall notify the COUNTY of such conflict and utilize its best professional judgment to advise the COUNTY regarding resolution of each such conflict. The COUNTYS approval of the design documents in no way relieves CONSULTANT of its obligation to deliver complete and accurate documents necessary for successful construction of the Project. 1.9. The COUNTY reserves the right to deduct portions of the (monthly) invoiced (task) amount for the following: Tasks not completed within the expressed time frame, including required deliverables, incomplete and/or deficient documents, failure to comply with local, state and/or federal requirements and/or codes and ordinances applicable to CONSULTANT's performance of the work as related to the project. This list is not deemed to be all-inclusive, and the COUNTY reserves the right to make sole determination regarding deductions. After notification of deficiency, if the CONSULANT 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 Page 3 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 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. 1.10. CONSULTANT agrees not to divulge, furnish or make available to any third person, firm or organization, without the COUNTY's prior written consent, or unless incident to the proper performance of the CONSULTANT'S obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by CONSULTANT hereunder, and CONSULTANT shall require all of its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. CONSULTANT shall provide the COUNTY prompt written notice of any such subpoenas. 1.11. As directed by the COUNTY, all plans and drawings referencing a specific geographic area must be submitted in an AutoCAD DWG or MicroStation DGN format on a CD or DVD, drawn in the Florida State Plane East (US Feet) Coordinate System (NAD 83/90). The drawings should either reference specific established Survey Monumentation, such as Certified Section Corners (Half or Quarter Sections are also acceptable), or when implemented, derived from the RTK (Real - Time Kinematic) GPS Network as provided by the COUNTY. Information layers shall have common naming conventions (i.e. right-of-way - ROW, centerlines - CL, edge -of -pavement - EOP, etc.), and adhere to industry standard CAD specifications. ARTICLE TWO ADDITIONAL SERVICES OF CONSULTANT 2.1. If authorized in writing by the COUNTY through a Change Order or Amendment to this Agreement, CONSULTANT shall furnish or obtain from others Additional Services of the types listed in Article Two herein. The agreed upon scope, compensation and schedule for Additional Services shall be set forth in the Change Order or Amendment authorizing those Additional Services. With respect to the individuals with authority to authorize Additional Services under this Agreement, such authority will be as established in the COUNTY's Procurement Ordinance and Procedures in effect at the time such services are authorized. These services will be paid for by the COUNTY as indicated in Article Five and Schedule B. Except in an emergency endangering life or property, any Additional Services must be approved in writing via a Change Order or an Amendment to this Agreement prior to starting such services. The COUNTY will not be responsible for the costs of Additional Services commenced without such express prior written approval. Failure to obtain such prior written approval for Additional Services will be deemed: (i) a waiver of any claim by CONSULTANT for such Additional Services and (ii) an admission by CONSULTANT that such Work is not additional but rather a part of the Basic Services required of CONSULTANT hereunder. If the COUNTY determines that a change in the Agreement is required because of the action taken by CONSULTANT in response to an emergency, an Amendment shall be issued to document the consequences of the changes or variations, provided that CONSULTANT has delivered written notice to the COUNTY of the emergency within forty- eight (48) hours from when CONSULTANT knew or should have known of its occurrence. Failure to provide the forty-eight (48) hour written notice noted above, waives CONSULTANT's right it otherwise may have had to seek an adjustment to its compensation or time of performance under this Agreement. The following services, if not otherwise specified in Schedule A as part of Basic Services, shall be Additional Services: Page 4 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 2.2. Preparation of applications and supporting documents (except those already to be furnished under this Agreement) for private or governmental grants, loans, bond issues or advances in connection with the Project. 2.3. Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, the COUNTY's schedule or character of construction; and revising studies, reports, design documents or Contract Documents previously accepted by the COUNTY when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to and not reasonably anticipated prior to the preparation of such studies, reports or documents, or are due to any other causes beyond CONSULTANT's control and fault. 2.4. Providing renderings or models for the COUNTY's use. 2.5. Investigations and studies involving detailed consideration of operations, maintenance and overhead expenses; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; and evaluating processes available for licensing and assisting the COUNTY in obtaining such process licensing. 2.6. Furnishing services of independent professional associates and consultants for other than the Basic Services to be provided by CONSULTANT hereunder. 2.7. Services during travel outside of Collier and Lee Counties required of CONSULTANT and directed by the COUNTY, other than visits to the Project site or the COUNTYIs office. 2.8. Preparation of operating, maintenance and staffing manuals, except as otherwise provided for herein. 2.9. Preparing to serve or serving as a CONSULTANT or witness for the COUNTY in any litigation, or other legal or administrative proceeding, involving the Project (except for assistance in consultations which are included as part of the Basic Services to be provided herein). 2.10. Additional services rendered by CONSULTANT in connection with the Project, not otherwise provided for in this Agreement or not customarily furnished in Collier County as part of the Basic Services in accordance with generally accepted professional practice. ARTICLE THREE THE COUNTY'S RESPONSIBILITIES 3.1. The COUNTY shall designate in writing a project manager to act as the COUNTY's representative with respect to the services to be rendered under this Agreement (hereinafter referred to as the "Project Manager"). The Project Manager shall have authority to transmit instructions, receive information, interpret and define the COUNTY's policies and decisions with respect to CONSULTANT's services for the Project. However, the Project Manager is not authorized to issue any verbal or written orders or instructions to the CONSULTANT that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever: Page 5 of 32 PSA_CCNA Single Project Agreement 2017.010 Vec3 a. The scope of services to be provided and performed by the CONSULTANT hereunder; b. The time the CONSULTANT is obligated to commence and complete all such services; or c. The amount of compensation the COUNTY is obligated or committed to pay the CONSULTANT. 3.2. The Project Manager shall: a. Review and make appropriate recommendations on all requests submitted by the CONSULTANT for payment for services and work provided and performed in accordance with this Agreement; b. Provide all criteria and information requested by CONSULTANT as to the COUNTY's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; c. Upon request from CONSULTANT, assist CONSULTANT by placing at CONSULTANT's disposal all available information in the COUNTY's possession pertinent to the Project, including existing drawings, specifications, shop drawings, product literature, previous reports and any other data relative to the Project; J. Arrange for access to and make all provisions for CONSULTANT to enter the Project site to perform the services to be provided by CONSULTANT under this Agreement; and e. Provide notice to CONSULTANT of any deficiencies or defects discovered by the COUNTY with respect to the services to be rendered by CONSULTANT hereunder. ARTICLE FOUR TIME 4.1. Services to be rendered by CONSULTANT shall be commenced subsequent to the execution of this Agreement upon written Notice to Proceed from the COUNTY for all or any designated portion of the Project and shall be performed and completed in accordance with the Project Milestone Schedule attached hereto and made a part hereof as Schedule C. Time is of the essence with respect to the performance of this Agreement. 4.2. Should CONSULTANT be obstructed or delayed in the prosecution or completion of its services as a result of unforeseeable causes beyond the control of CONSULTANT, and not due to its own fault or neglect, including but not restricted to acts of nature or of public enemy, acts of government or of the COUNTY, fires, floods, epidemics, quarantine regulations, strikes or lock -outs, then CONSULTANT shall notify the COUNTY in writing within five (5) working days after commencement of such delay, stating the specific cause or causes thereof, or be deemed to have waived any right which CONSULTANT may have had to request a time extension for that specific delay. 4.3. No interruption, interference, inefficiency, suspension or delay in the commencement or progress of CONSULTANT's services from any cause whatsoever, including those for which the COUNTY may be responsible in whole or in part, shall relieve CONSULTANT of its duty to perform or give rise to any right to damages or additional compensation from the COUNTY. CONSULTANT's sole remedy against the COUNTY will be the right to seek an extension of time to its schedule provided, however, the granting of any such time extension shall not be a condition Page 6 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 precedent to the aforementioned No Damage For Delay provision. This paragraph shall expressly apply to claims for early completion, as well as claims based on late completion. Provided, however, if through no fault or neglect of CONSULTANT, the services to be provided hereunder have been delayed for a total of 180 calendar days, CONSULTANT Is compensation shall be equitably adjusted, with respect to those services that have not yet been performed, to reflect the incremental increase in costs experienced by CONSULTANT, if any, as a result of such delays. 4.4. Should the CONSULTANT fail to commence, provide, perform or complete any of the services to be provided hereunder in a timely manner, in addition to any other rights or remedies available to the COUNTY hereunder, the COUNTY at its sole discretion and option may withhold any and all payments due and owing to the CONSULTANT until such time as the CONSULTANT resumes performance of its obligations hereunder in such a manner so as to reasonably establish to the COUNTY's satisfaction that the CONSULTANT's performance is or will shortly be back on schedule. 4.5. In no event shall any approval by the COUNTY authorizing CONSULTANT to continue performing Work under this Agreement or any payment issued by the COUNTY to CONSULTANT be deemed a waiver of any right or claim the COUNTY may have against CONSULTANT for delay or any other damages hereunder. ARTICLE FIVE COMPENSATION 5.1. Compensation and the manner of payment of such compensation by the COUNTY for services rendered hereunder by CONSULTANT shall be as prescribed in Schedule B, entitled "Basis of Compensation", which is attached hereto and made a part hereof. The Project Manager, or designee, reserves the right to utilize any of the following Price Methodologies: Lump Sum (Fixed Price): A firm fixed total price offering for a project; the risks are transferred from the COUNTY to the CONSULTANT; and, as a business practice there are no hourly or material invoices presented, rather, the CONSULTANT must perform to the satisfaction of the COUNTY's Project Manager before payment for the fixed price contract is authorized. Time and Materials: The COUNTY agrees to pay the contractor for the amount of labor time spent by the CONSUL I INI I s employees and subcontractors to perform the work (number of hours times hourly rate), and for materials and equipment used in the project (cost of materials plus the contractor's mark-up). This methodology is generally used in projects in which it is not possible to accurately estimate the size of the project, or when it is expected that the project requirements would most likely change. As a general business practice, these contracts include back-up documentation of costs; invoices would include number of hours worked and billing rate by position (and not company (or subcontractor) timekeeping or payroll records), material or equipment invoices, and other reimbursable documentation for the project. 5.2. The hourly rates as set forth and identified in Schedule B, which is attached hereto, shall apply only to tasks procured under the Time and Materials pricing methodology specified in paragraph 5.1 above. 0 Grant Funded: The hourly rates as set forth and identified in Schedule B, which is attached hereto, are for purposes of providing estimate(s), as required by the grantor agency. Page 7 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 ARTICLE SIX THE OWNERSHIP OF DOCUMENTS 6.1. Upon the completion or termination of this Agreement, as directed by the COUNTY, CONSULTANT shall deliver to the COUNTY copies or originals of all records, documents, drawings, notes, tracings, plans, MicroStation or AutoCAD files, specifications, maps, evaluations, reports and other technical data, other than working papers, prepared or developed by or for CONSULTANT under this Agreement ("Project Documents"). The COUNTY 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 the COUNTY 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 the COUNTY to pay any additional compensation, CONSULTANT hereby grants to the COUNTY a nonexclusive, irrevocable license in all of the Project Documents for the COUNTY's use on this Project. CONSULTANT warrants to the COUNTY that it has full right and authority to grant this license to the COUNTY. Further, CONSULTANT consents to the COUNTY's use of the Project Documents to complete the Project following CONSULTANT's termination for any reason or to perform additions to or remodeling, replacement or renovations of the Project. CONSULTANT also acknowledges the COUNTY may be making Project Documents available for review and information to various third parties and hereby consents to such use by the COUNTY. ARTICLE SEVEN MAINTENANCE OF RECORDS 7.1. CONSULTANT will keep adequate records and supporting documentation which concern or reflect its services hereunder. The records and documentation will be retained by CONSULTANT for a minimum of five (5) years from (a) the date of termination of this Agreement or (b) the date the Project is completed, whichever is later, or such later date as may be required by law. The COUNTY, or any duly authorized agents or representatives of the COUNTY, shall, free of charge, have the right to audit, inspect and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the five (5) year period noted above, or such later date as may be required by law; provided, however, such activity shall be conducted only during normal business hours. ARTICLE EIGHT INDEMNIFICATION 8.1. To the maximum extent permitted by Florida law, CONSULTANT shall indemnify and hold harmless I its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONSULTANT or anyone employed or utilized by the CONSULTANT in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph 8.1. Page 8 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 8.2. To the extent that the Agreement that the work pertains to a "Professional Services Contract" as defined in Section 725.08(3), Florida Statutes, and the CONSULTANT is a "Design Professional" as defined in Section 725.08(4), Florida Statutes, the indemnification provided herein shall be limited as provided in Sections 725.08(1) & (2), Florida Statutes. ARTICLE NINE INSURANCE 9.1. CONSULTANT shall obtain and carry, at all times during its performance under the Contract Documents, insurance of the types and in the amounts set forth in SCHEDULE D to this Agreement. 9.2. All insurance shall be from responsible companies duly authorized to do business in the State of Florida. 9.3. All insurance policies required by this Agreement shall include the following provisions and conditions by endorsement to the policies: 9.3.1. All insurance policies, other than the Business Automobile policy, Professional Liability policy, and the Workers Compensation policy, provided by CONSULTANT to meet the requirements of this Agreement shall name Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government, as an additional insured as to the operations of CONSULTANT under this Agreement and shall contain a severability of interests' provisions. 9.3.2. Companies issuing the insurance policy or policies shall have no recourse against the COUNTY for payment of premiums or assessments for any deductibles which all are at the sole responsibility and risk of CONSULTANT. 9.3.3. All insurance coverage of CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY applicable to this Project, and the "Other Insurance provisions of any policies obtained by CONSULTANT shall not apply to any insurance or self-insurance program carried by the COUNTY applicable to this Project. 9.3.4. The Certificates of Insurance must read: For any and all work performed on behalf of Collier County, or reference this contract number. 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 the COUNTY shall waive all rights against each other for damages covered by insurance to the extent insurance proceeds are paid and received by the COUNTY, except such rights as they may have to the proceeds of such insurance held by any of them. 9.5. All insurance companies from whom CONSULTANT obtains the insurance policies required hereunder must meet the following minimum requirements: 9.5.1. The insurance company must be duly licensed and authorized by the Department of Insurance of the State of Florida to transact the appropriate insurance business in the State of Florida. Page 9 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 9.5.2. The insurance company must have a current A. M. Best financial rating of "Class VI" or higher. ARTICLE TEN SERVICES BY CONSULTANT'S OWN STAFF 10.1. The services to be performed hereunder shall be performed by CONSULTANT's own staff, unless otherwise authorized in writing by the COUNTY. The employment of, contract with, or use of the services of any other person or firm by CONSULTANT, as independent consultant or otherwise, shall be subject to the prior written approval of the COUNTY. No provision of this Agreement shall, however, be construed as constituting an agreement between the COUNTY and any such other person or firm. Nor shall anything in this Agreement be deemed to give any such party or any third party any claim or right of action against the COUNTY beyond such as may then otherwise exist without regard to this Agreement. 10.2. Attached as Schedule F is a listing of all key personnel CONSULTANT intends to assign to the Project to perform the Services required hereunder. Such personnel shall be committed to this Project in accordance with the percentages noted in Schedule F. All personnel, identified in Schedule F shall not be removed or replaced without the COUNTY'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 to assume toward the CONSULTANT all the obligations and responsibilities which the CONSULTANT, by this Agreement, assumes toward the COUNTY. Each subconsultant or subcontract agreement shall preserve and protect the rights of the COUNTY under this Agreement with respect to the Services to be performed by the subconsultant or subcontractor so that the sub consulting 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 the COUNTY is a third -party beneficiary of each contract entered into between CONSULTANT and each subconsultant or subcontractor, however nothing in this Agreement shall be construed to create any contractual relationship between the COUNTY and any subconsultant or subcontractor. Further, all such contracts shall provide that, at the COUNTY's discretion, they are assignable to the COUNTY upon any termination of this Agreement. ARTICLE ELEVEN WAIVER OF CLAIMS 11.1. CONSULTANT's acceptance of final payment shall constitute a full waiver of any and all claimsI except for insurance company subrogation claims, by it against the COUNTY arising out of this Agreement or otherwise related to the Project, and except those previously made in writing in accordance with the terms of this Agreement and identified by CONSULTANT as unsettled at the time of the final payment. Neither the acceptance of CONSULTANT's services nor payment by the COUNTY shall be deemed to be a waiver of any of the COUNTY's rights against CONSULTANT. Page 10 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 ARTICLE TWELVE TERMINATION OR SUSPENSION 12.1. CONSULTANT shall be considered in material default of this Agreement and such default will be considered cause for the COUNTY to terminate this Agreement, in whole or in part, as further set forth in this section, for any of the following reasons: (a) CONSULTANT's failure to begin services under the Agreement within the times specified under the Notice(s) to Proceed, or (b) CONSULTANT's failure to properly and timely perform the services to be provided hereunder or as directed by the COUNTY, or (c) the bankruptcy or insolvency or a general assignment for the benefit of creditors by CONSULTANT or by any of CONSULTANT's principals, officers or directors, or (d) CONSULTANT's failure to obey any laws, ordinances, regulations or other codes of conduct, or (e) CONSULTANT Is failure to perform or abide by the terms and conditions of this Agreement, or (f) for any other just cause. The COUNTY may so terminate this Agreement, in whole or in part, by giving the CONSULTANT seven (7) calendar days written notice of the material default. 12.2. If, after notice of termination of this Agreement as provided for in paragraph 12.1 above, it is determined for any reason that CONSULTANT was not in default, or that its default was excusable, or that the COUNTY otherwise was not entitled to the remedy against CONSULTANT provided for in paragraph 12.1, then the notice of termination given pursuant to paragraph 12.1 shall be deemed to be the notice of termination provided for in paragraph 12.3, below, and CONSULTANT's remedies against the COUNTY shall be the same as and be limited to those afforded CONSULTANT under paragraph 12.3, below. 12.3. The COUNTY shall have the right to terminate this Agreement, in whole or in part, without cause upon seven (7) calendar days written notice to CONSULTANT. In the event of such termination for convenience, CONSULTANT'S recovery against the COUNTY shall be limited to that portion of the fee earned through the date of termination, together with any retainage withheld and any costs reasonably incurred by CONSULTANT that are directly attributable to the termination, but CONSULTANT shall not be entitled to any other or further recovery against the COUNTY, including, but not limited to, anticipated fees or profits on work not required to be performed. CONSULTANT must mitigate all such costs to the greatest extent reasonably possible. 12.4. Upon termination and as directed by the COUNTY, the CONSULTANT shall deliver to the COUNTY all original papers, records, documents, drawings, models, and other material set forth and described in this Agreement, including those described in Article 6, that are in CONSULTANT's possession or under its control. 12.5. The COUNTY shall have the power to suspend all or any portions of the services to be provided by CONSULTANT hereunder upon giving CONSULTANT two (2) calendar days prior written notice of such suspension. If all or any portion of the services to be rendered hereunder are so suspended, the CONSULTANT's sole and exclusive remedy shall be to seek an extension of time to its schedule in accordance with the procedures set forth in Article Four herein. 12.6. In the event (i) the COUNTY fails to make any undisputed payment to CONSULTANT ' within forty-five (45) days after such payment is due or such other time as required by Floridas Prompt Payment Act or (ii) the COUNTY otherwise persistently fails to fulfill some material Page 11 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 obligation owed by the COUNTY to CONSULTANT under this Agreement, and (ii) the COUNTY has failed to cure such default within fourteen (14) days of receiving written notice of same from CONSULTANT, then CONSULTANT may stop its performance under this Agreement until such default is cured, after giving THE COUNTY a second fourteen (14) days written notice of CONSULTANT's intention to stop performance under the Agreement. If the Services are so stopped for a period of one hundred and twenty (120) consecutive days through no act or fault of the CONSULTANT or its subconsultant or subcontractor or their agents or employees or any other persons performing portions of the Services under contract with the CONSULTANT, the CONSULTANT may terminate this Agreement by giving written notice to the COUNTY of CONSULTANT's intent to terminate this Agreement. If the COUNTY does not cure its default within fourteen (14) days after receipt of CONSULTANT's written notice, CONSULTANT may, upon fourteen (14) additional days' written notice to the COUNTY, terminate the Agreement and recover from the COUNTY payment for Services performed through the termination date, but in no event, shall CONSULTANT be entitled to payment for Services not performed or any other damages from the COUNTY. ARTICLE THIRTEEN TRUTH IN NEGOTIATION REPRESENTATIONS 13.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. 13.2. In accordance with provisions of Section 287.055, (5)(a), Florida Statutes, the CONSULTANT agrees to execute the required Truth -In -Negotiation Certificate, attached hereto and incorporated herein as Schedule E, certifying that wage rates and other factual unit costs supporting the compensation for CONSULTANT's services to be provided under this Agreement are accurate, complete and current at the time of the Agreement. The CONSULTANT agrees that the original Agreement price and any additions thereto shall be adjusted to exclude any significant sums by which the COUNTY determines the Agreement price was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such adjustments shall be made within one (1) year following the end of this Agreement. ARTICLE FOURTEEN CONFLICT OF INTEREST 14.1. CONSULTANT represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder. CONSULTANT further represents that no persons having any such interest shall be employed to perform those services. ARTICLE FIFTEEN MODIFICATION 15.1. No modification or change in this Agreement shall be valid or binding upon either party unless in writing and executed by the party or parties intended to be bound by it. Page 12 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 ARTICLE SIXTEEN NOTICES AND ADDRESS OF RECORD 16.1. All notices required or made pursuant to this Agreement to be given by the CONSULTANT to the COUNTY shall be in writing and shall be delivered by hand, email, or by United States Postal Service Department, first class mail service, postage prepaid, addressed to the following the COUNTY's address of record: Board of County Commissioners for Collier County, Florida Division Name: Division Director: Address: Administrative Agent/PM: Telephone: E-Mail(s): Public Transit &Neighborhood Enhancement Division Michelle Arnold 3299 East Tamiami Trail #103 Naples FL 34112 Zachary Karto, Senior Planner (239) 252-5849 Zachary Karto(ab.colliercountyfl.gov 16.2. All notices required or made pursuant to this Agreement to be given by the COUNTY to the CONSULTANT shall be made in writing and shall be delivered by hand, email or by the United States Postal Service Department, first class mail service, postage prepaid, addressed to the following CONSULTANT's address of record: Company Name: Kimley-Horn and Associates, Inc. Address: 1412 Jackson Street Suite 2 Fort Myers, FL 33901 Attention Name & IN" e: Scott Gilner, P E , VP/ Ryan Suarez, Project Manager Telephone: (813) 556-6677 E-Mail(s): Ryan Suarezaa kimley-horn.com 16.3. Either party may change its address of record by written notice to the other party given in accordance with requirements of this Article. ARTICLE SEVENTEEN MISCELLANEOUS 17.1. CONSULTANT, in representing the COUNTY, shall promote the best interests of the COUNTY and assume towards the COUNTY a duty of the highest trust, confidence, and fair dealing. Page 13 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 17.2. No modification, waiver, suspension or termination of the Agreement or of any terms thereof shall impair the rights or liabilities of either party. 17.3. This Agreement is not assignable, or otherwise transferable in whole or in part, by CONSULTANT without the prior written consent of the COUNTY. 17.4. Waivers by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. 17.5. The headings of the Articles, Schedules, Parts and Attachments as contained in this Agreement are for the purpose of convenience only and shall not be deemed to expand, limit or change the provisions in such Articles, Schedules, Parts and Attachments. 17.6. This Agreement, including the referenced Schedules and Attachments hereto, constitutes the entire agreement between the parties hereto and shall supersede, replace and nullify any and all prior agreements or understandings, written or oral, relating to the matter set forth herein, and any such prior agreements or understanding shall have no force or effect whatever on this Agreement. 17.7. Unless otherwise expressly noted herein, all representations and covenants of the parties shall survive the expiration or termination of this Agreement. 17084 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 SCOPE OF SERVICES Schedule B BASIS OF COMPENSATION Schedule C PROJECT MILESTONE SCHEDULE Schedule D INSURANCE COVERAGE Schedule E CCNA Projects: TRUTH IN NEGOTIATION CERTIFICATE Schedule F KEY PERSONNEL Schedule G Other: Federal Contract Provisions (FTA) Solicitation # 20-7691 RR including all Attachment(s), Exhibit(s) & Addendum Consultant's Proposal 17.10. Grant Funded Projects (only applicable to Grant funded projects): In the event of any conflict between or among the terms of any of the Contract Documents and/or the COUNTY's Board approved Executive Summary, the terms of the Agreement shall take precedence over the terms of all other Contract Documents, except the terms of any Supplemental Grant Conditions shall take precedence over the Agreement, To the extent any conflict in the terms of the Contract Documents cannot be resolved by application of the Supplemental Conditions, if any, or the Agreement, the conflict shall be resolved by imposing the more strict or costly obligation under the Contract Documents upon the CONSULTANT at the COUNTY's discretion. Page 14 of 32 PSA_CCNA Single Project Agreement 2017.010 Vera ARTICLE EIGHTEEN APPLICABLE LAW 18.1. This Agreement shall be governed by the laws, rules, and regulations of the State of Florida, and by such laws, rules and regulations of the United States as made applicable to services funded by the United States government. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE NINETEEN SECURING AGREEMENT/PUBLIC ENTITY CRIMES 19.1. CONSULTANT warrants that CONSULTANT has not employed or retained any company or person, other than a bona fide employee working solely for CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement. At the time this Agreement is executed, CONSULTANT shall sign and deliver to the COUNTY the Truth -In -Negotiation Certificate identified in Article 13 and attached hereto and made a part hereof as Schedule E. CONSULTANT's compensation shall be adjusted to exclude any sums by which the COUNTY determines the compensation was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. 19.2. By its execution of this Agreement, CONSULTANT acknowledges that it has been informed by the COUNTY of and is in compliance with the terms of Section 287.133(2)(a) of the Florida Statutes which read as follows: "A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list." ARTICLE TWENTY DISPUTE RESOLUTION 20.1. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of CONSULTANT with full decision -making authority and by the COUNTY's staff person who would make the presentation of any settlement reached during negotiations to the COUNTY for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties Page 15 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of CONSULTANT with full decision -making authority and by the COUNTY's staff person who would make the presentation of any settlement reached at mediation to the COUNTY's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44,102, Fla. Stat. 20.2. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. ARTICLE TWENTY-ONE IMMIGRATION LAW COMPLIANCE 21.1. By executing and entering into this agreement, the CONSULTANT is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seg. 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. Page 16 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 IN WITNESS WHEREOF, the parties hereto have executed this Professional Services Agreement the day and year first written above. ATTEST: BOARD OF COUNTY COMMISSIONERS FOR COLLIER COUNTY, FLORIDA Crystal K. Kinzel, Clerk of Courts & Comptroller By: By: Burt L. Saunders Date: Chairman Approved as to Form and Legality: County Attorney Consultant's Witnesses: A MUM I KE or s s ss _.1r • .V. -��_ Zi� I Name and Title Consultant: and Associates, Inc. :.r ► i�►9: �' Lj: Name and Title Page 17 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 M7 following this page (pages SCHEDULE A SCOPE OF SERVICES 7 through ) Page 18 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 Schedule A Collier County Comprehensive Operations Analysis (COA) Scope of Work Project Introduction Collier County has selected Kimley-Horn and Associates ("Kimley-Horn") to conduct a Comprehensive Operations Analysis (COA) of its public transportation services. The COA represents an analysis of the Collier Area Transit (CAT) fixed -route bus system and will enable CAT to make service and operational adjustments based on the results of the study. The project tasks described below include data collection and analysis, a fixed -route operational assessment, a market analysis, development of a public outreach pIan and public participation, documentation and summary of findings, and development of a phased operational improvement program. Quest Corporation of America (QCA) will serve as subconsultant to (imley-Horn on this project. Scope of Services Tasl<.2: Project Management Kimley-Horn will identify a single project lead to coordinate all COA activities and actively manage the project schedule. Kimley-Horn will develop a Draft Project Schedule within 5 days of Notice to Proceed (NTP) outlining regularly scheduled project team meetings, project milestones, the submittal schedule and review periods for project deliverables, public outreach, and presentations. At the onset of the project, Kimley-Horn will prepare for and facilitate a project kick-off meeting with AT staff. Up to two (2) Kimley-Horn and one (1) QCA staff will attend the project kick-off meeting. The draft project schedule, major milestones, data collection needs, and other strategic policy and project expectations will be discussed at the kick-off meeting. Subsequent to the kick-off meeting, Kimley-Horn will schedule bi-monthly project status meetings with CAT staff. The project status meetings will be conducted as virtual meetings or conference calls, and will be used to maintain high levels of communication between CAT and KHA staff and will support the effort to adequately address all project tasks and subtasks in a timely and efficient manner. These regularly scheduled progress meetings with CAT will address project progress, work products, upcoming activities, and issues that must be addressed to maintain the project schedule. Deliverables: Preparation and participation in Kick -Off Meeting; Final Project Schedule; ei-Monthly Project Status Meetings. Tasty 2: Comprehensive Operations Analysis Subtaslc 2.1. Public Involvement Task 2.1.1 Public Involvement Plan Quest Corporation of America will review and analyze prior TDP public outreach efforts and results and will identify audiences and an approach to public outreach for the COA. Deliverable: Summary of COA target audiences and public outreach approach. Task 2.1.2 Public Participation Plan Quest Corporation of America will develop and facilitate an outreach and communication/broadcasting plan to the public for each activity defined in the public involvement plan (PIP) with strategies outlined to enhance public participation for each. Deliverable: COA Public Involvement Plan. Task 2.1.3 Project Language for CAT Website Quest Corporation of America will develop language for CAT staff to post on their webpage to announce study and provide project overview in English and Spanish languages. Website information will include a list of resources for public review (i.e., project fact sheet, PIP, final report, etc.). Deliverables: Information for Website posting in English and Spanish language formats. Task 2.1.4 Survey Quest Corporation of America will prepare a virtual public input survey, including development of survey questions, preparation of the survey tool, and preparation of summary survey findings. The virtual survey will be made available in English and Spanish language formats. Deliverables: Virtual survey in English and Spanish language formats; Summary findings. Task 2.1.5 Plain Language Support for Final COA Findings Report Quest Corporation of America will prepare supporting language in a concise written format, easy for public consumption including development of high impact visuals and infographics. Written material will be made available in English and Spanish language formats. Deliverables: COA supporting language, visuals, and infographics; English and Spanish language formats. Task 2.1.6 Community Engagement Quest Corporation of America will employ emerging channels to reach the public via digital and traditional grassroots outreach. Specifically, Quest Corporation of America will perform the following: o One staff person will participate in the field review (Task 2.2.21 for targeted in -person outreach o Coordination with County PIO office to broadcast messaging (i.e., coordination of placement of social media posts such as Facebook, Twitter, Nextdoor, etc.) o Assist in media story pitching to major local news outlets o Identify new/additional interest, business, HOA, civic and community groups to spread word about opportunities for engagement Deliverables: In -person outreach; List of additional outreach contacts and organizations; Local news outlet communication. Task 2.1.7 Ad Placements Quest Corporation of America will develop two (2) banner or animated GIF ads and will assist in the coordination of digital ad placement/media buying. Ads will be made available in English and Spanish language formats. Deliverables: Two digital ads in English and Spanish language formats. Task 2.1.8 Public Workshops Kimley-Horn staff and Quest Corporation of America staff will prepare for and facilitate two in - person public workshops to review service alternatives developed as part of the COA. Up to four (4) consultant team members will participate in each of the workshops. QCA staff will support CAT staff in securing workshop venues, preparing mailing lists, and sending notices and invites. Deliverables: Two in -person public workshops; Workshop materials in English and Spanish language formats. Task 2.1.9 Project Collaterals for Engagement and Events Quest Corporation of America will develop a project fact sheet, press release, one social media postI and a banner ad for posting on the Collier County home page. Additionally, flyers will be prepared for display on buses and bus stop shelters. Collateral materials will be made available in English and Spanish language formats. Deliverables: Fact sheets, press release, social media post, and banner ad for website posting in English and Spanish language formats. Task 2.1.10 Post Public Meeting Services quest Corporation of America will draft summary meeting notes for two public engagement meetings to include public comments and feedback. Meeting notes will be made available in English and Spanish language formats. Deliverables: Public meeting notes in English and Spanish language formats including public comments and feedback. Task 2.1.11 Haitian -Creole Translation Services Quest Corporation of America will translate website, survey, and public engagement materials into Haitian -Creole language format. Deliverables: Website information, survey, and public engagement materials in Haitian -Creole language format. Subtask 2.2.1 Data Collection The Kimley Horn team will rely on existing available data and transit data reports generated by AT to provide the primary basis of the technical analysis. Kimley-Horn will coordinate and request ridership and operating performance data from CAT staff for all of CAT's fixed route services. CAT staff will provide fixed route ridership, running time, onAime performance, and passenger load information. Ridership data will be provided by service day, by route, by stop, and/or by bus trip. Operating performance data will be provided by service day, by route, by route segment, and/or by bus trip. Base maps, route maps, land use and socioeconomic data and analyses from the TDP and other available sources (e.g., MPO) will be provided to Kimley-Horn by CAT staff in a GIS format. Deliverables: Data needs list and digital data files to facilitate market analyses and develop COA maps, charts, tables, and graphics. Subtask 2.2.2 Field Observations The Kimley-Horn team will perform a field review of CAT fixed -route operations including boarding specific bus routes. Field observations will be an important part of the COA and two (2) members of the Kimley-Horn team will be scheduled for a field review of routes over a consecutive two-day period. Deliverables: Field observations of CAT fixed -route operations. Subtask 2.2.3 Operator Interviews Kimley-Horn will work with the CAT Operations team to schedule a series of interviews with CAT bus operators and supervisors. Operators will be selected and interviewed based on the busWA n routes that they typically drive. These discussions will ensure that service enhancements, operational efficiencies, and/or safety issues that are not readily apparent from a data review are identified and integrated in the service alternatives. Kimley-Horn will schedule one day for all operator interviews which will be led by up to two (2) Kimley-Horn team members. CAT staff will identify and schedule CAT operators and supervisors that will participate in the interviews. Interviews are anticipated to be coordinated with field observations and other meetings to reduce overall travel time. Deliverables: Operator interviews. Subtask 2.2.4 Transfer Surveys The Kimley-Horn team will conduct two transfer surveys, one at the Collier County Government Center and one at the Radio Road Transfer facility. Data from the transfer analysis will be used to develop transfer matrices for both transfer data collection sites. Deliverables: Transfer survey at two transfer facilities; Two transfer matrices. Subtask 2.2.5 Data and Market Analysis Kimley Horn will analyze ridership and operating performance data and will develop operating performance statistics for each CAT fixed -bus route. Concurrently, field observations, operator interviews, and transfer activity information will be integrated into the performance review. Land use and socioeconomic data will be combined with the ridership and operating performance data to develop route -by -route profiles that reflect route performance and the land use, demographic, and socioeconomic characteristics along each bus route. Deliverables: Route -by -route profiles; System -wide and route -by -route summary performance statistics. Subtask 2.2.6 Key Performance Indicators Service efficiency will be measured using benchmarks for key performance indicators (KPI). Kimley Horn will work with CAT staff to identify a discrete set of key performance indicators and benchmarks based on data from the data and market analysis. The resulting metrics from the data collection work will be compared to the KPI benchmarks to identify underperforming and productive service. Deliverables: COA Key Performance Indicators. Subtask 2.2.7 Alternatives Modeling/System Optimization The development of service alternatives will be the product of several resources, including coordination with the CAT team, the proposed TDP service plan, public input, and information compiled through the data collection and market analysis effort. The Kimley-Horn team will develop a set of proposed service alternatives including the opportunity for on -demand services consistent with service enhancement recommendations outlined in the TDP Major update. Kimley Horn will prepare for and facilitate a half -day workshop with CAT staff to discuss the proposed alternatives and how to group them for modeling and ridership forecasting purposes. Kimley Horn will perform an alternatives evaluation using TBEST ridership forecasting software to develop comparative ridership projections. The evaluation will be conducted by individual service change or by groupings of proposed sets of service changes for each plan implementation phase as determined through discussion with CAT staff. Deliverables: Draft COA alternatives; Alternatives workshop with CAT staff, TBEST alternatives modeling. Subtask 2.2.8 Phased Service and Implementation Plan The Kimley-Horn team will program prioritized service enhancements into three implementation phases: near -term (1-2 years), short-range (3-4 years), and mid-term (5+ years). Service enhancements will be grouped so as to follow a logical, organized, and sequential deployment of services that is consistent with service operations, fleet requirements, transfer and maintenance facility capacity, and staffing levels. Kimley Horn will prepare for and facilitate a meeting with CAT staff to discuss the phased service and implementation plan prior to finalizing the plan and presenting the plan to the Public Transit Advisory Committee. Deliverables: Draft Phased Service and Implementation Plan; Meeting with CAT staff. Subtask 2.2.9 Policy Integration and TDP Coordination Kimley-Horn will work with CAT staff to develop fare payment and service policy recommendations for regional public transportation services connecting Collier and Lee Counties. Kimley-Horn staff will examine multi -agency fare collection opportunities between the two Counties and will work with CAT staff to examine feasible fare payment options and policies that are applicable to the system design established through the COA service plan. Coordination with Lee County Transit will include one (1) meeting to discuss service alternatives and fare payment and service policy opportunities. The meeting may be combined with other previously scheduled meetings. The Kimley-Horn team will review Transit Development Plan (TDP) technical memorandums and public engagement deliverables in order to integrate public feedback and proposed TDP service enhancements into the COA. Additionally, Kimley-Horn will communicate and coordinate with the CAT Transit Development Plan (TDP) team to review the TDP 10-year service plan, TDP proposed service enhancements and modifications, and all capital, technology, and infrastructure improvements defined in the plan. Deliverables: Meeting with Lee County Transit staff; Draft regional service fare payment and service policies; Communications with TDP consultant team. 0 Kimley-Horn will prepare a Draft COA report for submittal and review by CAT staff. CAT and KHA staff will convene to discuss the report and potential changes and revisions. Changes and revisions to the report will be incorporated into the Public Transit Advisory Committee (PTAC) presentation materials. Kimley-Horn will prepare for and assist in the presentation of the Draft COA report to the PTAC. The PTAC meeting will be attended by two (2) Kimley-Horn staff members. Additionally, Kimley-Horn will conduct up to two (2) meetings with County Public Services Department staff and/or County Administration to discuss the COA. The two meetings with County Public Services Department staff and/or County Administration will be scheduled and coordinated by Collier County staff and will be attended by up to two (2) Kimley-Horn team members. Kimley-Horn will incorporate comments received from Collier County staff and the PTAC into a Final COA report. The Final COA report will consist of an easily accessible document which brings the most important information to the forefront and that uses high impact visuals, infographics, and/or other methods to synthesize and efficiently convey information throughout the document. Deliver11 ables: COA Draft Report and COA Executive Summary; Presentation of the COA Final Report to the PTAC; Two meetings with County Department Directors and/or Commissioners to discuss COA Draft Report. Task �: Document Production and Delivery Kimley-Horn will prepare an executive summary, a brief yet easily digestible synthesis of work completed including findings and/or recommendations that inform actions CAT could take upon delivery of the Final COA report document. Electronic versions of the Final COA report and Executive Summary shall be provided in both PDF and Microsoft Word, in addition to 5 printed copies of each. Kimley-Horn will prepare for and assist in the presentation of the Final COA report to the Public Transit Advisory Committee (PTAC). The PTAC meeting will be attended by two (2) KiIII ley -Horn staff members. Deliverables: COA Final Report and COA Executive Summary; Presentation of the COA Final Report to the PTAC. All data, maps, and figures created for the COA will be shared with CAT as a deliverable. 7 SCHEDULE B BASIS OF COMPENSATION 1. MONTHLY STATUS REPORTS B.1.1. As a condition precedent to payment, CONSULTANT shall submit to the COUNTY as part of its monthly invoice a progress report reflecting the Project status, in terms of the total work effort estimated to be required for the completion of the Basic Services and any authorized Additional Services, as of the last day of the subject monthly billing cycle. Among other things, the report shall show all Service items and the percentage complete of each item. 2. COMPENSATION TO CONSULTANT B.2.1. For the Basic Services provided for in this Agreement, the COUNTY agrees to make the payments to CONSULTANT in accordance with the terms stated below. Payments will be made in accordance with the following Schedule; however, the payment of any particular line item noted below shall not be due until services associated with any such line item have been completed or partially completed to the COUNTY's reasonable satisfaction. Lump sum payments will be made upon the percentage complete. In no event shall such Time and Materials compensation exceed the amounts set forth in the table below. Tasks/Item Description Lump Sum Time and Materials Not -To- Exceed Task 1 Project Management $14,310 $ Task 2 Com hrehensive Operations Analysis $145,329 $ Task 3 Document Production and Delivery.$8,402 $ Total Lump Sum Fee $168,041 $ Total Time and Materials Fee $ $ GRAND TOTAL FEE $168,041 $ $ Page 19 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 e � ■ w n A/ w w w— w w — w w — w n � w w w — w www w w A\ A\ w n—w.— wwnw —w w—� - - w ww n WeRwen Hill eve IA WINNER Innn - - — — — AllKIM — — AIL Alk \ In — & \ A \Oak now AIL K Fiq%VF^qWW 8.2.2.1. Notwithstanding anything herein to the contrary, in no event may CONSULTANT's monthly billings, on a cumulative basis, exceed the sum determined by multiplying the applicable not to exceed task(s) limits by the percentage the COUNTY has determined CONSULTANT has completed such task as of that particular monthly billing. 8.2.3. �* Lump Sum Fees: The fees noted in Section 2.1. shall constitute the lump sum amount to be paid to CONSULTANT for the performance of the Basic Services. There shall be no overtime pay without the COUNTY's prior written approval. B.2.3.1 CONSULTANT shall submit, with each of the monthly status reports provided for under Section B.1.1 of this Schedule B, an invoice for fees earned in the performance of Basic Services and Additional Services during the subject billing month. 6.2.4. For Additional Services provided pursuant to Article 2 of the Agreement, if any, the COUNTY agrees to pay CONSULTANT a negotiated total fee and Reimbursable Expenses based on the services to be provided and as set forth in the Amendment authorizing such Additional Services. The negotiated fee shall be based upon the rates specified in Attachment 1 to this Schedule B and all Reimbursable Expenses shall comply with the provision of Section 3.4.1 below. There shall be no overtime pay on Additional Services without the COUNTY's prior written approval. B.2.5. The compensation provided for under Section B.2.1 of this Schedule B, shall be the total and complete amount payable to CONSULTANT for the Basic Services to be performed under the provisions of this Agreement, and shall include the cost of all materials, equipment, supplies and out-of-pocket expenses incurred in the performance of all such services. 8.2.6. Notwithstanding anything in the Agreement to the contrary, CONSULTANT acknowledges and agrees that in the event of a dispute concerning payments for Services performed under this Agreement, CONSULTANT shall continue to perform the Services required of it under this Agreement, as directed by the COUNTY, pending resolution of the dispute provided that the COUNTY continues to pay to CONSULTANT all amounts that the COUNTY does not dispute are due and payable. 3. SCHEDULE OF PAYMENTS B.3.1. Notwithstanding anything herein to the contrary, the CONSULTANT shall submit no more than one invoice per month for all fees earned that month for both Basic Services and Additional Services. Invoices shall be reasonably substantiated, identify the services rendered and must be submitted in triplicate in a form and manner required by the COUNTY. Page 20 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 B.3.1.1 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of contract. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. B.3.2. invoices not properly prepared (mathematical errors, billing not reflecting actual work done, no signature, etc.) shall be returned to CONSULTANT for correction. Invoices shall be submitted on CONSULTANT's letterhead and must include the Purchase Order Number and Project name and shall not be submitted more than one time monthly. B.3.3. Payments for Additional Services of CONSULTANT as defined in Article 2 hereinabove and for reimbursable expenses will be made monthly upon presentation of a detailed invoice with supporting documentation. B.3.4. Unless specific rates have been established in Attachment 1, attached to this Schedule B, CONSULTANT agrees that, with respect to any subconsultant or subcontractor to be utilized by CONSULTANT for this Agreement or Additional Services, CONSULTANT shall be limited to a maximum markup of five percent (5%) on the fees and expenses associated with such subconsultants and subcontractors. B.3.4.1 Reimbursable Expenses must comply with §112.061, Fla. Stat., or as set forth in the Agreement, be charged without mark-up by the CONSULTANT, and shall consist only of the following items: B.3.4.1.1. Cost for reproducing documents that exceed the number of documents described in this Agreement and postage and handling of Drawings and Specifications. B.3.4.1.2. Travel expenses reasonably and necessarily incurred with respect to Project related trips, to the extent such trips are approved by the COUNTY. Such expenses, if approved by the COUNTY, may include coach airfare, standard accommodations and meals, all in accordance with §112.061, Fla. Stat. Further, such expenses, if approved by the COUNTY, may include mileage for trips that are from/to destinations outside of Collier or Lee Counties. Such trips within Collier and Lee Counties are expressly excluded. B.3.4.1.3. Permit Fees required by the Project. B.3.4.1.4. Expense of overtime work requiring higher than regular rates approved in advance and in writing by the COUNTY. B.3.4.1.5. Expense of models for the County's use. B.3.4.1.6. Other items on request and approved in writing by the COUNTY. B.3.4.1.7. The CONSULTANT shall bear and pay all overhead and other expenses, except for authorized reimbursable expenses, incurred by CONSULTANT in the performance of the Services. Page 21 of 32 PSA_CCNA Single Project Agreement 2017.010 Vec3 B.3.4.1.8. Records of Reimbursable Expenses shall be kept on a generally recognized accounting basis. 3.3.5. The CONSULTANT shall obtain the prior written approval of the COUNTY before incurring any reimbursable expenses, and absent such prior approval, no expenses incurred by CONSULTANT will be deemed to be a reimbursable expense. Page 22 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 SCHEDULE B —ATTACHMENT 1 CONSULTANT'S HOURLY RATE SCHEDULE Title Hourly Rate Senior Project Manager $201 Senior Engineer $175 Engineer $136 Principal $238 Senior Planner $164 Planner $130 Senior Designer $128 Administrative Support $73 Public Involvement Project Manager $100 Public Involvement Support $73 Public Involvement Graphic Design. $109 The above hourly rates are applicable to Time and Materials tasks) only. The above list may not be all inclusive. Additional hourly rates for other personnel may be added via an Amendment upon mutual agreement in advance and in writing by the parties. For Grant Funded Proiects. the above hourly rates are for purposes of providing estimate(s), as required by the grantor agency. Page 23 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 Task/Item Task 1 Task 2 Task 3 SCHEDULE C PROJECT MILESTONE SCHEDULE Description Project Management Comprehensive Operations Analysis Document Production and Delivery Page 24 of 32 ,Cumulative of Cal For C from Notice to Service Aai 240 days 240 days 240 days 'Number �ndar Days ompletion Date of Proceed for s under this •eement PSA CCNA Single Project Agreement 2017.010 Ver.3 SCHEDULE D INSURANCE COVERAGE 1. The amounts and types of insurance coverage shall conform to the following minimum requirements with the use of Insurance Services Office (ISO) forms and endorsements or their equivalents. If CONSULTANT has any self -insured retentions or deductibles under any of the below listed minimum required coverages, CONSULTANT must identify on the Certificate of Insurance the nature and amount of such self -insured retentions or deductibles and provide satisfactory evidence of financial responsibility for such obligations. All self -insured retentions or deductibles will be CONSULTANT's sole responsibility. 2. The insurance required by this Agreement shall be written for not less than the limits specified herein or required by law, whichever is greater. 3. Coverages shall be maintained without interruption from the date of commencement of the services until the date of completion and acceptance of the Project by the COUNTY or as specified in this Agreement, whichever is longer. 4. Certificates of insurance acceptable to the COUNTY shall be filed with the COUNTY within ten (10) calendar days after Notice of Award is received by CONSULTANT evidencing the fact that CONSULTANT has acquired and put in place the insurance coverages and limits required hereunder. In addition, certified, true and exact copies of all insurance policies required shall be provided to the COUNTY, on a timely basis, if requested by the COUNTY. Such certificates shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire until at least thirty (30) days prior written notice has been given to the COUNTY. CONSULTANT shall also notify the COUNTY, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non -renewal or material change in coverages or limits received by CONSULTANT from its insurer, and nothing contained herein shall relieve CONSULTANT of this requirement to provide notice. In the event of a reduction in the aggregate limit of any policy to be provided by CONSULTANT hereunder, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. 5. All insurance coverages of the CONSULTANT shall be primary to any insurance or self- insurance program carried by the COUNTY applicable to this Project. & The acceptance by the COUNTY of any Certificate of Insurance does not constitute approval or agreement by the COUNTY that the insurance requirements have been satisfied or that the insurance policy shown on the Certificate of Insurance is in compliance with the requirements of this Agreement. 7. CONSULTANT shall require each of its subconsultants to procure and maintain, until the 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 COUNTY. Page 25 of 32 PSA_CCNA Single Project Agreement 2017.010 Vec3 8. Should at any time the CONSULTANT not maintain the insurance coverages required herein, the COUNTY may terminate the Agreement or at its sole discretion shall be authorized to purchase such coverages and charge the CONSULTANT for such coverages purchased. If CONSULTANT fails to reimburse the COUNTY for such costs within thirty (30) days after demand, the COUNTY has the right to offset these costs from any amount due CONSULTANT under this Agreement or any other agreement between the COUNTY and CONSULTANT. The COUNTY shall be under no obligation to purchase such insurance, nor shall it be responsible for the coverages purchased or the insurance company or companies used. The decision of the COUNTY to purchase such insurance coverages shall in no way be construed to be a waiver of any of its rights under the Agreement. 9. If the initial, or any subsequently issued Certificate of Insurance expires prior to the completion of the services required hereunder or termination of the Agreement, the CONSULTANT shall furnish to the COUNTY, in triplicate, renewal or replacement Certificate(s) of Insurance not later than three (3) business days after the renewal of the policy(ies). Failure of the Contractor to provide the COUNTY with such renewal certificate(s) shall be deemed a material breach by CONSULTANT and the COUNTY may terminate the Agreement for cause. 10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY. Required by this Agreement? 0 Yes ❑ No Workers' Compensation and Employers' Liability Insurance shall be maintained by the CONSULTANT during the term of this Agreement for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amounts of such insurance shall not be less than: a. Worker's Compensation -Florida Statutory Requirements b. Employers' Liability - The coverage must include Employers' Liability with a minimum limit of $ 500,000 for each accident. The insurance company shall waive all claims rights against the COUNTY and the policy shall be so endorsed. 11. United States Longshoreman's and Harbor Worker's Act coverage shall be maintained where applicable to the completion of the work. Required by this Agreement? ❑Yes 0 No 12, Maritime Coverage (Jones Act) shall be maintained where applicable to the completion of the work. Required by this Agreement? ❑Yes OR No 13. COMMERCIAL GENERAL LIABILITY. Required by this Agreement? 0 Yes ❑ No A. Commercial General Liability Insurance, written on an "occurrence" basis, shall be maintained by the CONSULTANT. Coverage will include, but not be limited to, Bodily Injury, Page 26 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 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 COUNTY of the work under this Agreement. Limits of Liability shall not be less than the following: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $ 21000,00 aggregate. B. The General Aggregate Limit shall apply separately to this Project and the policy shall be endorsed using the following endorsement wording. "This endorsement modifies insurance provided under the following: Commercial General Liability Coverage Part. The General Aggregate Limit under LIMITS OF INSURANCE applies separately to each of your projects away from premises owned by or rented to you." Applicable deductibles or self -insured retentions shall be the sole responsibility of CONSULTANT. Deductibles or self -insured retentions carried by the CONSULTANT shall be subject to the approval of the Risk Management Director or his/her designee. 14. Collier County Board of County Commissioners, OR, Board of County Commissioners in Collier County, OR, Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Insurance Certificate for Commercial General Liability where required. The insurance shall be primary and non-contributory with respect to any other insurance maintained by, or available for the benefit of, the Additional Insured and the Contractor's policy shall be endorsed accordingly. Contractor shall ensure that all subcontractors comply with the same insurance requirements that the Contractor is required to meet. 15. Watercraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than the Commercial General Liability limit shown in subparagraph (1) above if applicable to the completion of the Services under this Agreement. Required by this Agreement? ❑Yes � No 16. Aircraft Liability coverage shall be carried by the CONSULTANT or the SUBCONSULTANT in limits of not less than $5,000,000 each occurrence if applicable to the completion of the Services under this Agreement. Required by this Agreement? ❑Yes ■❑ No 17. AUTOMOBILE LIABILITY INSURANCE. Required by this Agreement? 0 Yes ❑ No Business Auto Liability: Coverage shall have minimum limits of $500,000 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include: Owned Vehicles, Hired and Non -Owned Vehicles and Employee Non -The ownership. Page 27 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 18. TECHNOLOGY ERRORS AND OMISSIONS INSURANCE. Required by this Agreement? ❑Yes LW No Technology Errors and Omissions Insurance: Coverage shall have minimum limits of $ Per Occurrence. 19. CYBER INSURANCE. Required by this Agreement? ❑Yes ❑■ No Cyber Insurance: Coverage shall have minimum limits of $ 20. UMBRELLA LIABILITY. A. Umbrella Liability may be maintained as CONSULTANT and, if so, such policy shall be excess General Liability, and Automobile Liability coverages coverages on a "following form" basis. Per Occurrence. part of the liability insurance of the of the Employers' Liability, Commercial required herein and shall include all B. The policy shall contain wording to the effect that, in the event of the exhaustion of any underlying limit due to the payment of claims, the Umbrella policy will "drop down" to apply as primary insurance. 21. PROFESSIONAL LIABILITY INSURANCE. Required by this Agreement? R Yes ❑ No A. Professional Liability: Shall be maintained by the CONSULTANT to ensure its legal liability for claims arising out of the performance of professional services under this Agreement. CONSULTANT waives its right of recovery against COUNTY as to any claims under this insurance. Such insurance shall have limits of not less than $1,000,000 each claim and aggregate. B. Any deductible applicable to any claim shall be the sole responsibility of the CONSULTANT. Deductible amounts are subject to the approval of the COUNTY. C. The CONSULTANT shall continue this coverage for this Project for a period of not less than five (5) years following completion and acceptance of the Project by the COUNTY. D. The policy retroactive date will always be prior to the date services were first performed by CONSULTANT or the COUNTY, and the date will not be moved forward during the term of this Agreement and for five years thereafter. CONSULTANT shall promptly submit Certificates of Insurance providing for an unqualified written notice to the COUNTY of any cancellation of coverage or reduction in limits, other than the application of the aggregate limits provision. In addition, CONSULTANT shall also notify the COUNTY by certified mail, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non -renewal or material change in coverages or limits received by CONSULTANT from its insurer. In the event Page 28 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 =fit: of more than a twenty percent (20%) reduction in the aggregate limit of any policy, CONSULTANT shall immediately take steps to have the aggregate limit reinstated to the full extent permitted under such policy. CONSULTANT shall promptly submit a certified, true copy of the policy and any endorsements issued or to be issued on the policy if requested by the COUNTY. 22. VALUABLE PAPERS INSURANCE. In the sole discretion of the COUNTY, CONSULTANT may be required to purchase valuable papers and records coverage for plans, specifications, drawings, reports, maps, books, blueprints, and other printed documents in an amount sufficient to cover the cost of recreating or reconstructing valuable papers or records utilized during the term of this Agreement. 23. PROJECT PROFESSIONAL LIABILITY. A. If the COUNTY notifies CONSULTANT that a project professional liability policy will be purchased, then CONSULTANT agrees to use its best efforts in cooperation with the COUNTY and the COUNTY's insurance representative, to pursue the maximum credit available from the professional liability carrier for a reduction in the premium of CONSULTANT's professional liability policy. If no credit is available from CONSULTANT's current professional policy underwriter, then CONSULTANT agrees to pursue the maximum credit available on the next renewal policy, if a renewal occurs during the term of the project policy (and on any subsequent professional liability policies that renew during the term of the project policy). CONSULTANT agrees that any such credit will fully accrue to the COUNTY. Should no credit accrue to the COUNTY, the COUNTY and CONSULTANT, agree to negotiate in good faith a credit on behalf of the COUNTY for the provision of project -specific professional liability insurance policy in consideration for a reduction in CONSULTANT's self -insured retention and the risk of uninsured or underinsured consultants. B. The CONSULTANT agrees to provide the following information when requested by the COUNTY or the COUNTY's Project Manager: 1. The date the professional liability insurance renews. 2. Current policy limits. 3. Current deductibles/self-insured retention. 4. Current underwriter. 5. Amount (in both dollars and percent) the underwriter will give as a credit if the policy is replaced by an individual project policy. 6. Cost of professional insurance as a percent of revenue. 7. Affirmation that the design firm will complete a timely project errors and omissions application. C. If the COUNTY elects to purchase a project professional liability policy, CONSULTANT to be insured will be notified and the COUNTY will provide professional liability insurance, naming CONSULTANT and its professional subconsultants as named insureds. END OF SCHEDULE D Page 29 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 SCHEDULE E TRUTH IN NEGOTIATION CERTIFICATE In compliance with the Consultants' Competitive Statutes, Kimley Horn and Associates, Inc. hereby certifies that wages, rates and other factual services of the CONSULTANT to be provided concerning " Comprehensive Operations Analysis is accurate, complete and current as of the time of Negotiation Act, Section 287.055, Florida (company's name) costs supporting the compensation for the under the Professional Services Agreement, BY: �• .gat,.-� W • Page 30 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 CAp SCHEDULEF KEY PERSONNEL Name Personnel Category Percentage of Time Ryan Suarez Senior Project Manager 19% Ian Riarden Senior Engineer 3% Clarence Eng Principal 2% John Lafferty Principal 2% Jake Hermle Senior Planner 4% Caroline Fraser Planner 19% Corinn Beem Planner 19% Stan Russell Senior Designer 2% Taylor Hamill Administrative Support 1 % Yvonne McClellan Public Involvement Project Manager 15% Miranda Lansdale Public Involvement Support 10% Lisa Lawrence Public Involvement Graphic Design 4% Page 31 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 Other: Federal Contract Provisions (FTA) NJ following this page (pages ❑ this schedule is not applicable SCHEDULE G (Description) through " ) Page 32 of 32 PSA_CCNA Single Project Agreement 2017.010 Ver.3 EXHIBIT k01 FEDERAL CONTRACT PROVISIONS FEDERAL TRANSIT ADMINISTRATION CFDA 20.507 (URBANIZED AREA FORMULA FUNDING) CONTRACTOR COMPLIANCE OVERVIEW AND REQUIREMENTS The supplemental conditions contained in this section are intended to cooperate with, to supplement, and to modify the general conditions and other specifications. In cases of disagreement with any other section of this contract, the Supplemental Conditions shall govern. Per uniform requirements of federal awards (2 CFR Part 200.23) the definition of CONTRACTOR is an entity that receives a contract. The services performed under 49 U.S.C. 5307 by the awarded Contractor shall be in compliance with all applicable grantor 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. In general, 1) The contractor (including all subcontractors) must insert these contract provisions in each lower tier contracts (e.g. subcontract or sub -agreement); 2) The contractor (or subcontractor) must incorporate the applicable requirements of these contract provisions by reference for work done under any purchase orders, rental agreements and other agreements for supplies or services; 3) The prime contractor is responsible for compliance with these contract provisions by any subcontractor, lower4ier subcontractor or service provider. STATUTORY AUTHORITY Urbanized Area Formula Program a. Federal Transit Laws, Title 49 U.S.C. 5307 b. 49 CFR 1.51 PROGRAM OVERVIEW The Urbanized Area Formula Program, codified at 49 U.S.C. 5307 (Section 5307 ), is authorized „ under the provisions set forth in the Moving Ahead for Progress in the 21st Century Act (MAP- 21), Public Law 112-141. FTA OVERSIGHT The COUNTY may be subject to a triennial, state management or other regularly scheduled comprehensive review to evaluate performance to determine recipient program and certification compliance. Sources ref.: F7A!'YIR Corup. Review G,dde jor Yrncummenl; DO"/'p7A F}'l8 D-Inner Agreenrc,u Genera0y Applicable Provisions; !•TA Rest Pmc(ices Procuren,en� Ocl. ?0/6 Revised 3.19 FCP-1 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS w 001 1!`A CiI C PnKITR A(`i IN ma,waaxAI Mia ASSURANCE ®� V.1.'vAccess to Records and Reports ❑ 2. Accessibility (Americans with Disabilities Act) ❑ 3. Bonding (Construction Exceeding $260,000) ❑ 4. BUS Testing Certification and Report El 5. Buy America Certifications>$150K/Small Purchase Waiver ❑ 6. Cargo Preference ❑ 7. Charter Service Operations ® 8. Civil Rights Laws and Regulations (EEO, Title VI, & ADA) ❑ 9. Clean Air Act and Federal Water Pollution Control Act (>$150K) ® 10. Contract Work Hours and Safety Standards Act (>$100,000) ❑ 11. Copeland Anti -Kickback Act Section 1 and 2 (>$2,000) ❑ 12. Davis Bacon Act (Applies to Construction >$2,000 ® 13. Debarment and Suspension >$25,000 ❑ ® 14. Employee Protective Arrangements Enterprises g p (DBEs) 16. Disadvantaged Business s Complete (2) Forms (Anticipated DBE Form, Bidders List ❑ 16. Drug and Alcohol Testing ® 17, Recording and Reporting Occupational injuries and Illness; Safety and Health Regulations for Construction ® 18. Energy Conservation ® 19. Federal Changes ❑ 20. Fly America ® 21. Incorporation of Federal Transit Administration (FTA) Terms ❑ 22. ITS Standards (Intelligent Transportation Systems) ® 23. Lobbying (>$100,000), Anti -Byrd Certification ® 24. No Government Obligation to Third Parties ❑ 25. Pre -Award and Post Delivery Audits of Rolling Stock Purchases Certifications ® 26. Patent Rights, Rights in Data and Copyrights ® 27. Program Fraud and False or Fraudulent Statements and Related Acts ❑ 28. Violation and Breach of Contract (Legal Remedies, Admin) ® 29. Prompt Payment and Return of Retamage ❑ 30. Recycled Products (>$10K per Year) ® 31. Safe Operation of Motor Vehicles ❑ 32. School Bus Operations ❑ 33. Seismic Safety ❑ 34. Special DOL EEO Clause for Construction Contracts >$10,000 ® 35. Special Notification Requirements for States (State Grants) ® 36. Termination Provisions >$10,000 ® 37. Privacy Act Sources ref.: PTA FYlB Comp. Review Guide jorProcuremenl; DOTlTA FT18 MarterAgreemenl GenerollyApplicnble Provisimzs; PTA Best Proclices Procurement Oct. 201 tS Revised 3.19 FCP-2 'rat � EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS (FT APPLICABLE CONTRACT PROVISIONS (1-37) 1a ACCESS TO RECORDS AND REPORTS (Applies to Subcontracts at Evert/ Tier) a. Record Retention. The Contractor will retain, and will require its subcontractors of all tiers to retain, complete and readily accessible records related in whole or in part to the contract, including, but not limited to, data, documents, reports, statistics, sub -agreements, leases, subcontracts, arrangements, other third - party agreements of any type, and supporting materials related to those records. b. Retention Period, The Contractor agrees to comply with the record retention requirements in accordance with 2 C.F.R. § 200.333. The Contractor shall maintain all books, records, accounts and reports required under this Contract for a period of at not less than three (3) 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 records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto. c. Access to Records. The Contractor agrees to provide sufficient access to FTA and its contractors to inspect and audit records and information related to performance of this contract as reasonably may be required. d. Access to the Sites of Performance. The Contractor agrees to permit FTA and its contractors access to the sites of performance under this contract as reasonably may be required. 2. ACCESSIBILITY (ADA) Facilities to be used in public transportation service must comply with the American with Disabilities Act, 42 U.S.C. § 12101 et seq.; DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 C.F.R. part 37; and Joint Access Board/DOT regulations, "Americans with Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 36 C.F.R. part 1192 and 49 C.F.R. part 38. Notably, DOT incorporated by reference into Appendix A of its regulations at 49 C.F.R. part 37 the Access Board's "Americans with Disabilities Act Accessibility Guidelines" (ADAAG), revised July 2004, which include accessibility guidelines for buildings and facilities. DOT also added specific provisions to Appendix A of 49 C.F.R. part 37 modifying the ADAAG with the result that buildings and facilities must comply with both the ADAAG and the DOT amendments. 3 BONDING REQUIREMENTS (Applies to Subcontracts at Evert/ Tier) Bid Security A Bid Bond must be issued by a fully qualified surety company acceptable to the COUNTY and listed as a company currently authorized under 31 C.F.R. part 223 as possessing a Certificate of Authority as described thereunder. Rights Reserved In submitting this Bid, it is understood and agreed by bidder that the right is reserved by the COUNTY to reject any and all bids, or part of any bid, and it is agreed that the Bid may not be withdrawn for a period of one hundred twenty (120)] days subsequent to the opening of bids, without the written consent of the COUNTY. It is also understood and agreed that if the undersigned bidder should withdraw any part or all of his bid within [one hundred twenty (120)] days after the bid opening without the written consent of the COUNTY, shall refuse or be unable to enter into this Contract, as provided above, or refuse or be unable to furnish adequate and acceptable Performance Bonds and Labor and Material Payments Bonds, as provided above, or refuse or be unable to furnish adequate and acceptable insurance, as provided above, he shall forfeit his bid security to the extent of 'COUNTY's damages occasioned by such withdrawal, or refusal, or inability to enter into an agreement, or provide adequate security therefore. It is further understood and agreed that to the extent the defaulting bidder's Bid Bond, Certified Check, Cashier's Check, Treasurer's Check, and/or Official Bank Check (excluding any income generated thereby which has been retained by the COUNTY as provided in [Item xSecurity" of the Instructions to Bidders]) shall prove inadequate to fully recompense the COUNTY for the damages occasioned by default, then the Smnres ref: FTA F}'/8 Conrp Review Giude jar Prcrureuienl; DOT F7A FY/B Maser Agmenieut Generally Applicable Pravisiau; flit Best Pmc(ices Procureneenl Oct. 2016 Revised 3.19 FCP-3 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS undersigned bidder agrees to indemnify the COUNTY and pay over to the COUNTY the difference between the bid security and (Recipient's) total damages, so as to make the COUNTY whole. The undersigned understands that any material alteration of any of the above or any of the material contained on this form, other than that requested will render the bid unresponsive. Performance and Payment Bonding Requirements (Construction) A contractor or vendor shall provide a surety bond from a surety company to guarantee full and faithful performance of a contract obligation and the payment of labor and material expended pursuant to a contract whenever, and in such amounts, as required by statute or otherwise as deemed necessary by the Purchasing Director. An irrevocable letter of credit from a financial institution operating within the State of Florida (or other alternative forms of surety as permitted under Florida law) may be sufficient in place of the performance bond if so provided for in the bid and contract documents. All such bonds or letters of credit shall be approved as to form by the County Attorney. A. Contractor shall provide Performance and Payment Bonds in the amount of 100% of the Contract Amount, the costs of which are to be paid by Contractor. The Performance and Payment Bonds shall be underwritten by a surety authorized to do business in the State of Florida and otherwise acceptable to Owner; provided, however, the surety shall meet the requirements of the Department of the Treasury Fiscal Service, "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsurance Companies" circular. This circular may be accessed via the web at https://www fiscal treasury.gov/fsreports/ref/suretyBnd/c570.htmv Should the Contract Amount be less than $500,000, the requirements of Section 287,0935, F.S. shall govern the rating and classification of the surety. B. If the surety for any bond furnished by Contractor is declared bankrupt, becomes insolvent, its right to do business is terminated in the State of Florida, or it ceases to meet the requirements imposed by the Contract Documents, the Contractor shall, within five (5) calendar days thereafter, substitute at its cost and expense another bond and surety, both of which shall be subject to the Owner's approval. Advance Payment Bonding Requirements The Contractor may be required to obtain an advance payment bond if the contract contains an advance payment provision and a performance bond is not furnished. The COUNTY shall determine the amount of the advance payment bond necessary to protect the COUNTY. Patent Infringement Bonding Requirements (Patent Indemnity) The Contractor may be required to obtain a patent indemnity bond if a performance bond is not furnished and the financial responsibility of the Contractor is unknown or doubtful. The COUNTY shall determine the amount of the patent indemnity to protect the COUNTY. Warranty of the Work and Maintenance Bonds 1. The Contractor warrants to the COUNTY, the Architect and/or Engineer that all materials and equipment furnished under this Contract will be of highest quality and new unless otherwise specified by the COUNTY, free from faults and defects and in conformance with the Contract Documents. All work not so conforming to these standards shall be considered defective. If required by the COUNTY Project Manager, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. 2. The Work furnished must be of first quality and the workmanship must be the best obtainable in the various trades. The Work must be of safe, substantial and durable construction in all respects. The Contractor hereby guarantees the Work against defective materials or faulty workmanship for a minimum period of one (1) year after Final Payment by the COUNTY and shall replace or repair any defective materials or equipment or faulty workmanship during the period of the guarantee at no cost to the COUNTY. As additional security for these guarantees, the Contractor shall, prior to the release of Final Payment [as provided in Item X below], furnish separate Maintenance (or Guarantee) Bonds in form acceptable to the COUNTY written by the same corporate surety that provides the Performance Bond and Labor and Material Sources reJ: % /'A FY/N Comp. Review Gtnde jor Proc+nrrnent; DOT F7A PY/S hfnster Agtnement Genernl!}, dyplirn6le Prorisiats; PTA Best Pmetices Pracnreneent Oct 20/6 Revised 3.19 FCP4 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS Payment Bond for this Contract. These bonds shall secure the Contractor's obligation to replace or repair defective materials and faulty workmanship for a minimum period of one (1) year after Final Payment and shall be written in an amount equal to ONE HUNDRED PERCENT (100%) of the CONTRACT SUM, as adjusted (if at all). 4. BUS TESTING The Contractor [Manufacturer] agrees to comply with the Bus Testing requirements under 49 U.S.C. 5318(e) and FTA's implementing regulation at 49 C.F.R. part 665 to ensure that the requisite testing is performed for all new bus models or any bus model with a major change in configuration or components, and that the bus model has achieved a passing score. Upon completion of the testing, the contractor shall obtain a copy of the bus testing reports from the operator of the testing facility and make that report(s) publicly available prior to final acceptance of the first vehicle by the recipient. 5 BUY AMERICA REQUIREMENT (Applies to Subtracts.) The contractor agrees to comply with 49 U.S.C. 53230) and 49 C.F.R. Part 661, which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R. 661.7, and includes microprocessors, computers, microcomputers, or software, or other such devices, which are used solely for the purpose of processing or storing data. Separate requirements for rolling stock are set out at 49 U.S.C. 53230)(2)(C) and 49 C.F.R. 661.11 a A bidder or offeror must submit to the FTA recipient the appropriate Buy America certification (Attachments) with all bids or offers on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. The small purchase waiver is now included in 49 U.S.0 53230)(13) and provides that the term "small purchase" means a purchase of not more than $150,000, The small purchase waiver applies to purchases of $150,000 or less, regardless of the size of the project. Therefore, purchases made with FTA financial assistance, including capital, planning, or operating assistance, are subject to the waiver. 6 CARGO PREFERENCE REQUIREMENTS (Applies to Subcontracts) Use of United States -Flag Vessels The contractor agrees: a. to use privately owned United States -Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States -Flag commercial vessels; b. to furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on -board" commercial ocean bill -of -lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient (through the contractor in the case of a subcontractor's bill -of -lading.); and c. to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel. 7. CHARTER SERVICE The contractor agrees to comply with 49 U.(Z.C. 5323(d), 5323(6 and 49 C.F.R Part 604, which provides that recipients and subrecipients of FTA assistance are prohibited from providing charter service using federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except as permitted under: 1. Federal transit laws, specifically 49 U.S.C. § 5323(d); 2. FTA regulations, "Charter Service," 49 C.F.R. part 604; So"rees ref: ITiI FYlB Comp. Reriew Guidefor Procnreuienr, DO'1'pTA F}'/8 A4aster Agieenteiu Generally Applicable Provisions; P7A Hest nncnces rrocureuienr vice cm o Revised 3.19 FCP-5 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS (FT 3. Any other federal Charter Service regulations; or 4. Federal guidance, except as FTA determines otherwise in writing. The contractor agrees that if it engages in a pattern of violations of FTA's Charter Service regulations, FTA may require corrective measures or impose remedies on it. These corrective measures and remedies may include: 1. Barring it or any subcontractor operating public transportation under its Award that has provided prohibited charter service from receiving federal assistance from FTA; 2. Withholding an amount of federal assistance as provided by Appendix D to part 604 of FTA's Charter Service regulations; or 3. Any other appropriate remedy that may apply. The contractor should also include the substance of this clause in each subcontract that may involve operating public transit services. 8. CIVIL RIGHTS LAWS AND REGULATIONS The following requirements apply to the underlying contract and all subcontracts at every tier: CIVIL RIGHTS AND EQUAL OPPORTUNITY The COUNTY is an Equal Opportunity Employer. As such, the COUNTY agrees to comply with all applicable Federal civil rights laws and implementing regulations. Apart from inconsistent requirements imposed by Federal laws or regulations, the COUNTY agrees to comply with the requirements of 49 U.S.C. § 5323(h) (3) by not using any Federal assistance awarded by FTA to support procurements using exclusionary or discriminatory specifications. Under this Agreement, the Contractor shall at all times comply with the following Federal Civil Rights laws and regulations and shall include these requirements in each subcontract entered into as part thereof. I. Nondiscrimination. In accordance with Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, national origin, sex, disability, gender identity or age. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. II. Race, Color, Religion, National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e et seq., and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. chapter 60, and Executive Order No. 11246, "Equal Employment Opportunity in Federal Employment, September 24, 1965, 42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note. 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, religion, national origin, or sex (including sexual orientation and gender identity). Such action shall include, but not be limited to, the following: employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. III. Age. In accordance with the Age Discrimination in Employment Act, 29 U.S.C. §§ 621-6341 U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, "Age Discrimination in Employment Act," 29 C.F.R. part 1625, the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., U.S. Health and Human Services regulations, "Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance," 45 C.F.R. part 90, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. IV. Disabilities. In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq., the Architectural Sources ref: %7ii FYl8 Cotxp. Review Gtude for Prncurotaeng DOT FTA F•773 Amster Agteenrent Generally Apylicnble Provisions; F%A Best Pmclices Pn>cnretaent Oct. 2016 Revised 3.19 FCP-6 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS (FT Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. The Contractor agrees: 1) It will not use any violating facilities; 2) It will report the use of facilities placed on or likely to be placed on the U.S. EPA "List of Violating Facilities;" 3) It will report violations of use of prohibited facilities to FTA; and 4) It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42 U.S.C. §§ 7401 — 7671 q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§ 1251-1387). 5) The Contractor also agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA. 10 CONTRACT WORK HOURS AND SAFETY SANDARDS ACT (Applies to Subcontracts at Every Tier) For all contracts in excess of $100,000 that involve the employment of mechanics or laborers, the Contractor shall comply with the Contract Work Hours and Safety Standards Act (40 U.S.C. §§ 3701-3708), as supplemented by the DOL regulations at 29 C.F.R. part 5. Under 40 U.S.C. § 3702 of the Act, the Contractor shall compute the wages of every mechanic and laborer, including watchmen and guards, on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchase of supplies or materials or articles ordinarily available on the open market, or to contracts for transportation or transmission of intelligence. In the event of any violation of the clause set forth herein, the Contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, the Contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of this clause in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by this clause. The FTA shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Contractor or subcontractor under any such contract or any other Federal contract with the same prime Contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime Contractor, such sums as may be determined to be necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in this section. The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in this agreement. Contract Work Hours and Safety Standards for Awards Not Involving Construction Snnrres ref: FfA F}78 Cowµ He�iem Giude for Pracmewenh. DnP Flit FYIBA-Insier Agreen�ea� Genern!!�� dppliarble I'rnvisiau; h7ii uesi t'mcnces rracrmemem vc,. <��o Revised 3.19 FCP-7 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS The Contractor shall comply with all federal laws, regulations, and requirements providing wage and hour protections for non -construction employees, in accordance with 40 U.S.C. § 3702, Contract Work Hours and Safety Standards Act, and other relevant parts of that Act, 40 U.S.C: § 3701 et seq., and U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Non -construction Contracts Subject to the Contract Work Hours and Safety Standards Act)," 29 C.F.R. part 5. The Contractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three (3) years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid. Such records maintained under this paragraph shall be made available by the Contractor for inspection, copying, or transcription by authorized representatives of the FTA and the Department of Labor, and the Contractor will permit such representatives to interview employees during working hours on the job. The contractor shall require the inclusion of the language of this clause within subcontracts of all tiers. 11. COPELAND ANTI -KICKBACK ACT For all construction contracts >$2,000, the Contractor agrees to comply with the Copeland "Anti Kickback" Act (Copeland Act) provisions. The Contractor shall also comply with the Copeland "Anti -Kickback" Act (40 U.S.C. § 3145), as supplemented by DOL regulations at 29 C.F.R. part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in part by Loans or Grants from the United States." The Contractor is prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The Copeland "Anti Kickback" Act (Copeland Act) is divided into two sections. Section 1 of the Copeland "Anti -Kickback" Act, at 18 U.S.C. § 874, prohibits anyone from inducing, by any means, any person employed on construction, prosecution, completion, or repair of a federally assisted building or work, to give up any part of his or her compensation to which he or she is otherwise entitled. Section 2 of that Act, at 40 U.S.C. § 3145, and implementing DOL regulations, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in part by Loans or Grants from the United States,' 29 C.F.R. part 3, imposes record keeping requirements on all third party contracts for construction, alteration, or repair exceeding $2,000. Under Appendix II to 2 C.F.R. part 200—Contract Provisions for Non -Federal Entity Contracts Under Federal Awards, recipients' third party contracts must include a provision for compliance with the Copeland "Anti -Kickback" Act, as amended, and implementing DOL regulations. 12. DAVIS BACON ACT For all prime construction, alteration or repair contracts in excess of $2,000 awarded by FTA, the Contractor shall comply with the Davis -Bacon Act, Under 49 U.S.C. § 5333(a), prevailing wage protections apply to laborers and mechanics employed on FTA assisted construction, alteration, or repair projects. The Contractor will comply with the Davis -Bacon Act, 40 U.S.C. §§ 3141-3144, and 3146-3148 as supplemented by Department of Labor regulations (29 C.F.R. part 5, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction"). In accordance with the statute, the Contractor shall pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, the Contractor agrees to pay wages not less than once a week. (1) Minimum wages - (i) All laborers and mechanics employed or working upon the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of Snurres ref: Ili! FY/8 Comp. Review Grddejarl'racmrnreul; Dn%/7if FYIB h4nsrer AgreenreN GenerallyApplicable Provisiars; F%A Best Prncrices Procurement Oct. 20/6 Revised 3.19 FCP-8 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis -Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR Part 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, that the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classifications and wage rates conformed under paragraph (1)(ii) of this section) and the Davis -Bacon poster (WH-1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. (ii)(A) The contracting officer shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (1) Except with respect to helpers as defined as 29 CFR 5.2(n)(4), the work to be performed by the classification requested is not performed by a classification in the wage determination; and (2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination; and (4) With respect to helpers as defined in 29 CFR 5.2(n)(4), such a classification prevails in the area in which the work is performed. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(ii) Sources rej.: FPA F}'lB Corey Revie�r G�ddejoryraenzmeel; DOT F/i1 FYlBbfnsler Agmelneul Ge�ieinlly Ayylicable 1)11siau; (,%A Hest Yrncnces rrocuremenr vice Imo Revised 3.19 FCP-9 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS (FTA) (B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv) If the contractor does not make payments to a trustee or other third person, the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis -Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. (v)(A) The contracting officer shall require that any class of laborers or mechanics which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefor only when the following criteria have been met: (1) The work to be performed by the classification requested is not performed by a classification in the wage determination; and (2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination with 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(v) (B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (2) Withholding — Collier County shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the contractor under this contract or any other Federal contract with the same prime contractor, or any other federally -assisted contract subject to Davis -Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor or any subcontractor Sontres ref: FTA FY18 Comp. Review Gidde for Procurentenh DOT MA FY18 Master Agmetnent Gettetnlly Applicable Provisiom; HA Best Pmclices Procurement Oct. 2016 FCP-10 Revised 3.19 r°e EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS (FTA) the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), all or part of the wages required by the contract, the Collier County may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. (3) Payrolls and basic records - (i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work (or under the United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or development of the project). Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis -Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis -Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii)(A) The contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to Collier County for transmission to the Federal Transit Administration. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under section 5.5(a)(3)(i) of Regulations, 29 CFR part 5. This information may be submitted in any form desired. Optional Form WH-347 is available for this purpose and may be purchased from the Superintendent of Documents (Federal Stock Number 029-005-00014-1), U.S. Government Printing Office, Washington, DC 20402. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. (B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (1) That the payroll for the payroll period contains the information required to be maintained under section 5.5(a)(3)(i) of Regulations, 29 CFR part 5 and that such information is correct and complete; (2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3; (3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (a)(3)(ii)(B) of this section. (D) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. Sources ref: FTA FYIB Comp. Review Gtdde for Practatimem; DOT FTA FYI8 A4nster Agteenem Generally Applicable Provisions,, M best Practices Procurement Oct. 2016 FCP-11 Revised 3.19 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS (FTA) (iii) The contractor or subcontractor shall make the records required under paragraph (a)(3)(i) of this section available for inspection, copying, or transcription by authorized representatives of the Federal Transit Administration or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available, the Federal agency may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (4) Apprentices and trainees - (i) Apprentices -Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Bureau of Apprenticeship and Training, or with a State Apprenticeship Agency recognized by the Bureau, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Bureau of Apprenticeship and Training or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator of the Wage and Hour Division of the U.S. Department of Labor determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Bureau of Apprenticeship and Training, or a State Apprenticeship Agency recognized by the Bureau, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii) Trainees -Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee Sources ref: FTA FYI8 Comp Review Grade jor Pravrreuienl; DOT F7ii F}73 D-Inster Agleemerr! Generally Applicable Prooisioiu; FIA Best Pmclices Pracureuienl Oct 1016 Revised 3.19 FCP-12 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS (FT performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii) Equal employment opportunity - The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR part 30. (5) Compliance with Copeland Act requirements he contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract. (6) Subcontracts - The contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses as the Federal Transit Administration may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5. (7) Contract termination: debarment - A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. (8) Compliance with Davis -Bacon and Related Act requirements - All rulings and interpretations of the Davis -Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. (9) Disputes concerning labor standards - Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives. (10) Certification of eligibility - (i) By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1). (ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1). iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. So+ares rej: PTA FYl8 Con+p. Revie+r G+ude jor Procumu+enl; DOT F7A FYI B Masler Agrcen+mn Generally Applicable Prmisioru; FTA 8esl Tmclices Procuren+enl c�ct. tuio Revised 3.19 FCP-13 a,r EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS 13 DEBARMENT AND SUSPENSION (Applies to Subcontracts of Any Tier) The Contractor shall comply and facilitate compliance with U.S. DOT regulations, "Nonprocurement Suspension and Debarment," 2 C.F.R. part 1200, which adopts and supplements the U.S. Office of Management and Budget (U.S. OMB) "Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement)," 2 C.F.R. part 180. These provisions apply to each contract at any tier of $25,000 or more, and to each contract at any tier for a federally required audit (irrespective of the contract amount), and to each contract at any tier that must be approved by an FTA official irrespective of the contract amount. As such, the Contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally funded contract and are not presently declared by any Federal department or agency to be: a) Debarred from participation in any federally assisted Award; b) Suspended from participation in any federally assisted Award; c) Proposed for debarment from participation in any federally assisted Award; d) Declared ineligible to participate in any federally assisted Award; e) Voluntarily excluded from participation in any federally assisted Award; or f) Disqualified from participation in ay federally assisted Award. 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 the AGENCY. If it is later determined by the AGENCY that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the AGENCY, 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 2 C.F.R. part 180, subpart C, as supplemented by 2 C.F.R. part 1200, 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. 14 EMPLOYEE PROTECTIVE ARRANGEMENTS, PUBLIC TRANSPORTATION The Contractor agrees to comply with the following employee protective arrangements of 49 U.S.C. § 5333(b): 1. U.S. DOL Certification. Under this Contract or any Amendments thereto that involve public transportation operations that are supported with federal assistance, a certification issued by U.S. DOL is a condition of the Contract. 2. Special Warranty. When the Contract involves public transportation operations and is supported with federal assistance appropriated or made available for 49 U.S.C. § 53111 U.S. DOL will provide a Special Warranty for its Award, including its Award of federal assistance under the Tribal Transit Program, The U.S. DOL Special Warranty is a condition of the Contract. 3. Special Arrangements. The conditions of 49 U.S.C. § 5333(b) do not apply to Contractors providing public transportation operations pursuant to 49 U.S.C. § 5310. FTA reserves the right to make case -by - case determinations of the applicability of 49 U.S.C. § 5333(b) for all transfers of funding authorized under title 23, United States Code (flex funds), and make other exceptions as it deems appropriate, and, in those instances, any special arrangements required by FTA will be incorporated herein as required. 15 DISADVANTAGED BUSINESS ENTERPRISE (Applies to Subcontracts at Every Tier) It is the policy of the Collier County Board of County Commissioners (BCC) to ensure that Disadvantaged Business Enterprises (DBE)s are defined in 49 C.F.R. part 26, have an equal opportunity to receive and participate in Department of Transportation (DOT) —assisted contracts. It is also the County's policy to: 1. Ensure nondiscrimination in the award and administration of DOT — assisted contracts; 2. Create a level playing field on which DBEs can compete fairly for DOT -assisted contracts; 3. Ensure that the DBE Program is narrowly tailored in accordance with applicable law; 4. Ensure that only firms that fully meet 49 C.F.R. part 26 eligibility standards are permitted to participate as DBEs; Smnres ref.: F!'A PYlB CnmP Revieir Gtude jor Po�ocuren,enY, DO!' FTA FY18 Mnster Agreement Genern!!}? Applicable Provisions; Flit Rest Pmc�ices Procurement Oct 20/6 Revised 3.19 FCP-14 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS (FT 5. Help remove barriers to the participation of DBEs in DOT assisted contracts; 6. Assist the development of firms that can compete successfully in the market place outside the BE Program. This Contract is subject to 49 C.F.R. part 26. Therefore, the Contractor must satisfy the requirements for DBE participation as set forth herein. These requirements are in addition to all other equal opportunity employment requirements of this Contract. Contract Assurance The Contractor, subrecipient or subcontractor shall not discriminate on the basis of race, color, national origin, gender identity or sex in the performance of this Contract. The Contractor shall carry out applicable requirements of 49 C.F.R. part 26 in the award and administration of DOT -assisted contracts. 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 the COUNTY deems appropriate. DBE Participation For the purpose of this Contract, the COUNTY will accept only DBE's who are: 1. Certified by the Florida Unified Certification Program; 2. An out-of-state firm who has been certified by either a local government, state government or Federal government entity authorized to certify DBE status or an agency whose DBE certification process has received FTA approval; or, 3. Certified by another agency approved by the COUNTY. DBE Participation Goal Collier Area Transit's goal for DBE participation is 1.77%. A separate contract goal has not been established for this procurement. Proposed Submission Each Bidder/Offeror, as part of its submission, shall complete an Anticipated DBE Statement that indicates the percentage and dollar value of the total bid/contract amount to be supplied by Disadvantaged Business Enterprises with whom the Bidder/Offeror intends to contract with for the performance of portions of the work under the Contract. Each Bidder/Offer shall also submit a Bid Opportunity List. Payment The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 30 days from the receipt of each payment the prime contract receives from the BCC. Retainage If retainage from DBE subcontractors is allowed per the contract, the prime contractor agrees further to return retainage payments to each subcontractor within 30 days after the subcontractors work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the COUNTY. Monitoring and Enforcement The COUNTY shall monitor the Contractor's DBE compliance during the life of the Contract. It will be the responsibility of the Contractor to submit Subcontractor Payment Reports to the COUNTY with each pay application that summarize the total DBE value of the Contract if DBE participation occurs. These reports shall provide the following details: • DBE utilization established for the Contract; • Total value of expenditures with DBE firms for the period; • The value of expenditures with each DBE firm for the period by race and gender; • Total value of expenditures with DBE firms from inception of the Contract; and • The value of expenditures with each DBE firm from the inception of the Contract by race and gender. Sources rej: F7A FYlB Cougz Review Giude jorProcu+cn+em; DOT! I'A FYfB A4ns+er Ag+eenrent Genernll��Applimble Provisions; Flit Best Pmetices Procurc+xeut Oct. 2016 Revised 3.19 FCP-15 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS The Contractor shall not terminate DBE subcontractors) without the COUNTY's prior written consent. The COUNTY may provide such written consent only if the Contractor has good cause to terminate the DBE firm. Before transmitting a request to terminate, the Contractor shall give notice in writing to the DBE subcontractor of its intent to terminate and the reason for the request. The Contractor shall give the DBE five days to respond to the notice and advise of the reasons why it objects to the proposed termination. When a DBE subcontractor is terminated or fails to complete its work on the Contract for any reason, the Contractor shall make good faith efforts to find another DBE subcontractor to substitute for the original DBE and immediately notify the COUNTY in writing of its efforts to replace the original DBE. These good faith efforts shall be directed at finding another DBE to perform at least the same amount of work under the Contract as the DBE that was terminated, to the extent needed to meet the Contract goal established for this procurement. Failure to comply with these requirements will be in accordance with the Sanctions for Violations section below. Recordkeeping The prime contractor must maintain records and documents of payments to DBEs for three years following the performance of the contract. The records will be made available for inspection upon request by any authorized representative of the COUNTY or DOT. This reporting requirement also extends to any certified DBE subcontractor. DBE Program and Directory Information The combined statewide directory, identifying all firms eligible to participate as a certified DBE, may be located at the Florida Department of Transportation website. https://fdotxwP02 Aot, state fl us/Egua10pportunit/LOfficeBusinessDirectory/CustomSearch.aspx Additional information on Collier Area Transit's DBE Program can be found at CAT's website http•//www coil iergov, net/your-government/divisions-f-r/public-transit-neighborhood-enhancement/ our services-/collier-area-transit-cat/dbe 16. DRUG AND ALCOHOL TESTING The contractor agrees to establish and implement a drug and alcohol testing program that complies with 49 CFR Part 655, produce any documentation necessary to establish its compliance with Part 655, and permit any authorized representative of the United States Department of Transportation or its operating administrations, the Florida Department of Transportation, or the COUNTY, to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR Parts 655 and review the testing process. The contractor agrees further to certify and submit annually its compliance with Parts 655, Florida Statute 341,061, and Rule 14-90 Florida Administrative Code before January 201h to the Public Transit & Neighborhood Enhancement Division Director. To certify compliance the contractor shall use the "Substance Abuse Certifications" in the "Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements, which is published annually in the Federal Register. The certification will also include compliance with its adopted System Safety and Security Program Plan pursuant to Florida Rule Chapter 14-90. 17 RECORDING AND REPORTING OCCUPATIONAL INJURIES AND ILLNESS; SAFETY AND HALTH REUGLATIONS FOR CONSTRUCTION The Contractor will comply with all federal laws, regulations, and requirements providing protections for construction employees involved in each Project or related activities with federal assistance provided through the Underlying Agreement, including the: 4) Construction Site Safety of: b) U.S. DOL regulations, "Recording and Reporting Occupational Injuries and Illnesses," 29 C.F.R. part 1904; "Occupational Safety and Health Standards," 29 C.F.R. part 1910; and "Safety and Health Regulations for Construction," 29 C.F.R. part 1926. Sourres ref: pTA FYlB Camp. Review Gaale jar Pracmemem; DOI'/TA FYIR dInster Agreement Generally Applicable 1'rovisimu; FTA Besi Pmciices Procnremen! Oct 201 G Revised 3.19 FCP-16 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS 18. ENERGY CONSERVATION (Applies to Subcontracts at Evert/ Tier) 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, 19. 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. 20. FLY AMERICA (Applies to Subcontracts) The Contractor agrees to comply with the following: a) Definitions. As used in this clause-- • "International air transportation" means transportation by air between a place in the United States and a place outside the United States or between two places both of which are outside the United States. • "United States" means the 50 States, the District of Columbia, and outlying areas. • "U.S.-flag air carrier" means an air carrier holding a certificate under 49 U.S.C. Chapter 411. b) When Federal funds are used to fund travel, Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. 40118) (Fly America Act) requires contractors, recipients, and others use U.S.-flag air carriers for U.S. Government -financed international air transportation of personnel and their personal effects) or property, to the extent that service by those carriers is available. It requires the Comptroller General of the United States, in the absence of satisfactory proof of the necessity for foreign -flag air transportation, to disallow expenditures from funds, appropriated or otherwise established for the account of the United States, for international air transportation secured aboard a foreign -flag air carrier if a U.S.-flag air carrier is available to provide such services. c) If available, the Contractor, in performing work under this contract, shall use U.S.-flag carriers for international air transportation of personnel (and their personal effects) or property. d) In the event that the Contractor selects a carrier other than a U.S.-flag air carrier for international air transportation, the Contractor shall include a statement on vouchers involving such transportation essentially as follows: Statement of Unavailability of U.S.-Flag Air Carriers International air transportation of persons (and their personal effects) or property by U.S.-flag air carrier was not available or it was necessary to use foreign -flag air carrier service for the following reasons. See FAR § 47,403. [State reasons]: e) The Contractor shall include the substance of this clause, including this paragraph (e), in each subcontract or purchase under this contract that may involve international air transportation. 21 INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS (Applies to Subcontracts) The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1 F, 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 COUNTY requests which would cause the COUNTY to be in violation of the FTA terms and conditions. Sanres rej: FPA FY18 Comp. Rerie�e Crude jor Procmzxienl; DOT ! I'A F1'l8 b4ns�er Agreen�eni Genern/ly App/icnble Pravisio�u; ITA Res? Pmc�ices Procumment Oce 2016 Revised 3.19 FCP-17 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS 22. ITS STANDARDS Section 5206(e) of the Transportation Equity Act for the 21 st 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). 23. LOBBYING Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non -Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. 24. NO GOVERNMENT OBLIGATION TO THIRD PARTIES The Contractor shall 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 Recipient, Contractor or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions 25. PRE -AWARD AND POST DELIVERY AUDITS OF ROLLING STOCK PURCHASES The Contractor agrees to comply with 49 U.S.C. § 5323(m) and FTA's implementing regulation at 49 C.F.R. part 663. The Contractor shall comply with the Buy America certifications) submitted with its proposal/bid. The Contractor agrees to participate and cooperate in any pre -award and post -delivery audits performed pursuant to 49 C.F.R. part 663 and related FTA guidance. 26. PATENT RIGHTS RIGHTS IN DATA AND COPYRIGHTS REQUIREMENTS (Applies to Subcontracts at Every Tier) Intellectual Property Rights This project is funded through a Federal award with FTA for experimental, developmental, or research work purposes. As such, certain Patent Rights and Data Rights apply to all subject data first produced in the performance of this Contract. The Contractor shall grant the COUNTY intellectual property access and licenses deemed necessary for the work performed under this Agreement and in accordance with the requirements of 37 C.F.R. part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by FTA or U.S. DOT. The terms of an intellectual property agreement and software license rights will be finalized prior to execution of this Agreement and shall, at a minimum, include the following restrictions: Except for its own internal use, the Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may the Contractor authorize others to do so, without the written consent of FTA, until such time as FTA 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. For purposes of this agreement, the term "subject data" means recorded information whether or not copyrighted, and that is delivered or specified to be delivered as required by the Contract. Examples of "subject data" include, but are not limited to computer software, standards, specifications, engineering drawings and associated lists, process sheets, manuals, technical reports, catalog item identifications, and related information, but do not include financial reports, cost analyses, or other similar information used for performance or administration of the Contract. Smnxes ref: FTA FYl8 Conip. Review Gidde jar Prex:urenneN; DOT F%A FY/B A4aster Agreemem General/y Applicable Provisions; F7A Resl Pinctices Procurcment Oct. I0/6 Revised 3.19 FCP-18 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS 1. 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 below. 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. a. Any subject data developed under the Contract, whether or not a copyright has been obtained; and b. Any rights of copyright purchased by the Contractor using Federal assistance in whole or in part by the FTA. 2. Unless FTA determines otherwise, the Contractor performing experimental, developmental, or research work required as part of this Contract 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 the 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 this Contract, is not completed for any reason whatsoever, all data developed under the Contract shall become subject data as defined herein and shall be delivered as the Federal Government may direct. 3. Unless prohibited by state law, upon request by the Federal Government, the Contractor agrees 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 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. 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. 4. 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. 5. Data developed by the Contractor and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by the underlying Contract is exempt from the requirements herein, provided that the Contractor identifies those data in writing at the time of delivery of the Contract work. 6. 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. 27, PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS (Applies to subcontracts at every tier) (i) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seg. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. (ii) 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. chapter 53, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5323(I) on the Contractor, to the extent the Federal Government deems appropriate. So"mes ref.: F%A FY13 Comp. Recieu? Gru<le jor Pracumnienl; DO""%!%%A I'Yl8 Mnster Agreement Geuernlly Apylicn6/e 1'rovisiottr; Flif Best Pmefices Procurement Oct. 20/6 Revised 3.19 FCP-19 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS (FT (iii) 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. 28. VIOLATION AND BREACH OF CONTRACT (LEGAL REMEDIES, ADMIN) (Applies to subcontracts at every tier over $150,000) Disputes - 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 the vendor with full decision -making authority and by OWN ER'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 the vendor 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. Stats. Any suit or action brought by either party to this Agreement against the other party relating to or arising out A 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. 29 PROMPT PAYMENT AND RETURN OF RETAINAGE (49 C.F.R. part 26) Prompt Payment The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 30 days from the receipt of each payment the prime contract receives from the BCC. Retainage If retainage from DBE subcontractors is allowed per the contract, the prime contractor agrees further to return retainage payments to each subcontractor within 30 days after the subcontractors work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the COUNTY. 30. RECYCLED PRODUCTS (Applies to subcontracts at every tier for purchases $10 000 or more of one of these items in a fiscal year, or when the cost of such items purchased during the previous fiscal year was $10,000.) Recovered Materials. The Contractor agrees to provide a preference for those products and services that conserve natural resources, protect the environment, and are energy efficient by complying with and facilitating compliance with Section 6002 of the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6962, and U.S. Environmental Protection Agency (U.S. EPA), "Comprehensive Procurement Guideline for Products Containing Recovered Materials," 40 C.F.R. part 247. 31 SAFE OPERATION OF MOTOR VEHICLES (Applied to Subcontracts at Every Tier) Seat Belt Use The Contractor is encouraged to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company -owned vehicles, company -rented vehicles, or personally operated vehicles. The terms "company -owned" and "company -leased" refer to vehicles owned or leased either by the Contractor or AGENCY. Distracted Driving The Contractor agrees to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while using an electronic device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Contactor owns, leases, or rents, or a privately -owned vehicle when on official business in connection with the work performed under this agreement. Sarrrres ref: Flit F1'18 Comp. Review Gr6de jor Prauremenr; DOT Flif FYI S A-Insrer Agreemertr Generally Applicable provisions; F7•�7 Besr Poncrices Prncnrerueat Ocr. 2016 Revised 3.19 FCP-20 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS 32. SCHOOL BUS OPERATIONS The contractor agrees to comply with 49 U.S.C. 5323(f), and 49 C.F.R. part 604, and not engage in school bus operations using federally funded equipment or facilities in competition with private operators of school buses, except as permitted under: i. Federal transit laws, specifically 49 U.S.C. § 5323(f); ii. FTA regulations, "School Bus Operations," 49 C.F.R. part 605; iii. Any other Federal School Bus regulations; or iv. Federal guidance, except as FTA determines otherwise in writing. If Contractor violates this School Bus Agreement, FTA may: i. Bar the Contractor from receiving Federal assistance for public transportation; or ii. Require the contractor to take such remedial measures as FTA considers appropriate. When operating exclusive school bus service under an allowable exemption, the contractor may not use federally funded equipment, vehicles, or facilities. The Contractor should include the substance of this clause in each subcontract or purchase under this contract that may operate public transportation services. 33 SEISMIC SAFETY REQUIREMENTS (Applies to subcontractors) 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. Xr, Equal Employment Opportunity Requirements for Construction Activities. The Contractor will comply, when undertaking "construction" as recognized by I Department of Labor (U.S. DOL), with: (a) U.S. DOL regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. chapter 60, and (b) Executive Order No. 11246, "Equal Employment Opportunity in Federal Employment," September 24, 1965, 42 U.S.C. § 2000e note (30 Fed. Reg. 12319, 12935), as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note. (FTA Master Agreement (24), 10-1-2017)@ § 124d(3)] 35 SPECIAL NOTIFICATION REQUIREMENTS FOR STATES (STATE GRANT PROVISIONS) Equal Employment Opportunity: The Contractor shall not discriminate against any employee or applicant for employment because of race, age, creed, color, sex or national origin. The Agency will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, age, creed, color, sex, or national origin. Such action shall include, but not be limited to, the following: Employment upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractors must insert a similar provision in all subcontracts, except subcontracts for standard commercial supplies or raw materials. Interest of Members of Congress: No member of or delegate to the Congress of the United States shall be admitted to any share or part of this contract or to any benefit arising there from. Interest of Public Officials: No member, officer, or employee of the public body or of a local public body during his tenure or for two years thereafter shall have any interest, direct or indirect, in this contract or the Sources rej.: Flil FYlS Couq�. Review Giude jor Prcrmzwent; DU/'FTA FY/d Adnsrer Agieement Generally Applirnble Provisions; !7A Best Pinclices Procurement Oct. 30/6 Revised 3.19 FCP-21 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS (FT proceeds thereof. For purposes of this provision, public body shall include municipalities and other political subdivisions of States; and public corporations, boards, and commissions established under the laws of any State. Lobbying: No funds received pursuant to this Agreement may be expended for lobbying the Legislature, the judicial branch or a state agency. Restrictions, Prohibits, Controls, and Labor Provisions: During the performance of this contract, the following provisions are to be included in each subcontract entered into pursuant to this contract: a) A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. b) In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity. c) An entity or affiliate who has had its Certificate of Qualification suspended, revoked, denied or have further been determined by the Department to be anon -responsible contractor may not submit a bid or perform work for the construction or repair of a public building or public work on a contract with the County. d) Neither the County nor any of its contractors or their subcontractors shall enter into any contract, subcontract or arrangement in connection with the Project or any property included or planned to be included in the Project in which any member, officer or employee of the County or the locality during tenure or for two (2) years thereafter has any interest, direct or indirect. If any such present or former member, officer or employee involuntarily acquires or had acquired prior to the beginning of tenure any such interest, and if such interest is immediately disclosed to the County, the County, with prior approval of the Florida Department of Transportation, may waive the prohibition contained in this paragraph provided that any such present member, officer or employee shall not participate in any action by the Agency or the locality relating to such contract, subcontract or arrangement. The County shall insert in all contracts entered into in connection with the Project or any property included or planned to be included in any Project, and shall require its contractors to insert in each of their subcontracts, the following provision: No member, officer or employee of the Agency or of the locality during his tenure or for 2 years thereafter shall have any interest, direct or indirect, in this contract or the proceeds thereof." Inspector General Cooperation, The Parties agree to comply with Section 20.055(5), Florida Statutes, for the inspector general to have access to any records, data and other information deemed necessary to carry out his or her duties and incorporate into all subcontracts the obligation to comply with Section 20.055(5), Florida Statutes. Employment Eligibility (Using E-Verify) a) Shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Agency during the term of the Agreement; and Snnrees ref.: 7.7ii FY18 Camp. 2ei�iem Grdde jor Procuivment, DOT7•TA FY/8A-Iasler dgreemen! Genelall)) Applicable Provisioiv; !'fA Bes! Pmc(ices Procurenrenl Oct I016 Revised 3.19 FCP-22 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS b) Shall expressly require any contractors and subcontractors performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the contractor or subcontractor during the Agreement term. 36. TERMINATION (Applies to Subcontracts at Every Tier in Excess of $10,000) All contracts in excess of $10,000 must address termination for cause and for convenience by the non - Federal entity including the manner by which it will be effected and the basis for settlement. i. Termination for Convenience (General Provision) The COUNTY may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the COUNTY'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 the COUNTY to be paid the Contractor. If the Contractor has any property in its possession belonging to the COUNTY, the Contractor will account for the same, and dispose of it in the manner the COUNTY directs. ii. 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 COUNTY 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 COUNTY that the Contractor had an excusable reason for not performing, sUM as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the COUNTY, 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. iii. Opportunity to Cure (General Provision) The COUNTY 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 COUNTY'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 COUNTY setting forth the nature of said breach or default, COUNTY shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude COUNTY from also pursuing all available remedies against Contractor and its sureties for said breach or default. iv. Waiver of Remedies for any Breach In the event that COUNTY elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by COUNTY shall not limit the COUNTY's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. v. Termination for Convenience (Professional or Transit Service Contracts) The COUNTY, by written notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, the COUNTY shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. vi. 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 Smures rej: /•7A FY/8 Cou+p. Review G+ude ja•Poncreen+eN; DOT/ETA FY/8 A4ns+e+•Agreewen/ General/y Applicable provisions; r/il Best Pmc+ices Proavemem Oct. 20/6 Revised 3.19 FCP-23 EXHIBIT 1-01 FEDERAL CONTRACT PROVISIONS with any other provisions of this contract, the COUNTY may terminate this contract for default. The COUNTY 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 COUNTY. vii. 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 COUNTY may terminate this contract for default. The COUNTY shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default. The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract. If this contract is terminated while the Contractor has possession of COUNTY goods, the Contractor shall, upon direction of the COUNTY, protect and preserve the goods until surrendered to the COUNTY or its agent. The Contractor and COUNTY shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the COUNTY. viii. 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 wn 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 COUNTY may terminate this contract for default. The COUNTY shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event, the COUNTY 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 COUNTY resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the COUNTY in completing the work. The Contractor's right to proceed shall not be terminated nor the Contractor charged with damages under this clause if - a. 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 COUNTY, acts of another Contractor in the performance of a contract with the COUNTY, epidemics, quarantine restrictions, strikes, freight embargoes; and b. The contractor, within [10) days from the beginning of any delay, notifies the COUNTY in writing of the causes of delay. If in the judgment of the COUNTY, the delay is excusable, the time for completing the work shall be extended. The judgment of the COUNTY shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of the COUNTY. Sources ref: F!A F}'!8 Courp. Review GruAe forPoncuremem; DOT P7A !' }'!8 blaster Agreemeur Geuera!!y Applicable Provisiars; !7•A Rest Pmclices Pr<uureurenr Ocl. ?0!6 Revised 3.19 FCP-24 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS (FTA) ix. Termination for Convenience or Default (Architect and Engineering) The COUNTY may terminate this contract in whole or in part, for the COUNTY's convenience or because of the failure of the Contractor to fulfill the contract obligations. The COUNTY shall terminate by delivering to the Contractor a Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall (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 COUNTY, the Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If the termination is for failure of the Contractor to fulfill the contract obligations, the COUNTY may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by the COUNTY. 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 COUNTY. x. Termination for Convenience of Default (Cost -Type Contracts) The COUNTY may terminate this contract, or any portion of it, by serving a notice or termination on the Contractor. The notice shall state whether the termination is for convenience of the COUNTY or for the default of the Contractor. If the termination is for default, the notice shall state the manner in which the contractor has failed to perform the requirements of the contract. The Contractor shall account for any property in its possession paid for from funds received from the COUNTY, or property supplied to the Contractor by the COUNTY. If the termination is for default, the COUNTY may fix the fee, if the contract provides for a fee, to be paid the contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the COUNTY and the parties shall negotiate the termination settlement to be paid the Contractor. If the termination is for the convenience of the COUNTY, the Contractor shall be paid its contract close-out costsI 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 COUNTY determines that the Contractor has an excusable reason for not performing, such as strike, fire, flood, events which are not the fault of and are beyond the control of the contractor, the COUNTY, after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. 37. PRIVACY ACT REQUIREMENTS Applicability— When a grantee maintains files on drug and alcohol enforcement activities for FTA, and those fIles are organized so that information could be retrieved by personal identifier, the Privacy Act requirements apply to all contracts except micropurchases ($10,000 or less, except for construction contracts over $21000) The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract: (1) The Contractor agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. § 552a. Among other things, the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employees operate a system of records on behalf of the Federal Government. The Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties Saures rej.: FIA FYIB Cornµ Review Grdde ja• Procurrnrerrt; UO'f !•TA FY18 A4nsler Agreenrenl Genernlly Aµplicnble Provisions; I•"PA Besl Pmclices Procurenrenl Oct ?0!6 Revised 3.19 FCP-25 EXHIBIT I-01 FEDERAL CONTRACT PROVISIONS fFT 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. Saures rej: L7it F}78 Caep. Review G�nde jor Prawr�ruicn�; D0T FPA F}'!8 Mnster Agreement Genernll}Applicab/e Pio�isians; F/A Best Pmaires Procurewent OcL 2016 Revised 3.19 FCP-26 EXHIBIT I.B GRANT CERTIFICATIONS AND ASSURANCES GRANT CERTIFICATIONS AND ASSURANCES THE FOLLOWING DOCUMENTS NEED TO BE RETURNED WITH SOLICIATION DOCUMENTS BY DEADLINE TO BE CONSIDERED RESPONSIVE 1. Certifcation Regarding Debarment, Suspension, and Other Responsibility Matters -Primary Covered Transactions 2. Conflict of Interest 3. Anticipated DBE, M/WBE or VETERAN Participation Statement 4. Bid Opportunity List for Professional Consultant Services and Commodities and Contractual Services 5. Certification Regarding Lobbying 6. Acknowledgement of Grant Terms and Conditions GCA - 1 Collier County Solicitation 20-7691 RR EXHIBIT 1.15 GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Certification Regarding Debarment, Suspension, and Other Responsibility Matters Primary Covered Transactions (1) The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: (a) Are not presently debarred, suspended, pt•oposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; (b) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and (d) Have not within athree-year period preceding this application/proposal had one or more public transactions (Federal, State or local) terminated for cause or default. (2) Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. Scott Gilner, P.E. Name Vice President Title Kimley-Horn and Associates, Inc. Firm Comprehensive Operations Analysis (COA) Study Project Name 20-7691 RR Project Number 56-0885615 Tax ID Number 061099131 DUNS Number 1412 Jackson Street, Suite 2, Fort Myers, FL 33901 Street Ad�ress, c�'xty,,,"State, Zip Signature GCA - 2 4/3/2020 11:56 AM p. 45 Collier County Solicitation 20-7691 RR EXHIBIT 1.13 20-7691 RR Collier CounTy Solicitation No. GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Conflict of Interest Certification I Scott Gilner, P.E. ,hereby certify that to the best of my knowledge, neither I nor my spouse, dependent child, general partner, or any organization for which I am serving as an officer, director, trustee, general partner or employee, or any person or organization with whom I am negotiating or have an arrangement concerning prospective employment has a financial interest in this matter. I further certify to the best of my knowledge that this matter will not affect the financial interests of any member of my household. Also, to the best of my knowledge, no member of my household; no'relative with whom I have a close relationship; no one with whom my spouse, parent or dependent child has or seeks employment; and no organization with which I am seeking a business relationship nor which I now serve actively or have served within the last year are parties or represent a party to the matter. I also acknowledge my responsibiliTy to disclose the acquisition of any financial or personal interest as described above that would be affected by the matter, and to disclose any interest I, or anyone noted above, has in any person or organization that does become involved in, or is affected at a later date by, the conduct of this matter. Scott Gilner, P.E. Name Vice President Position Signature 4/15/2020 Date Privacy Act Statement Title I of the Ethics in Government Act of 1978 (5 U.S.C. App.), Executive Order 12674 and 5 CFR Part 2634, Subpart I require the reporting of this information. The primary use of the information on this form is for review by officials of The Justice Department to determine compliance with applicable federal conflict of interest laws and regulations. Additional disclosures of the information on this report may be made: (1) to a federal, state or local law enforcement agency if the Justice Department becomes aware of a violation or potential violation of law or regulations; (2) to a court or party in a court or federal administrative proceeding if the government is a party or in order to comply with a judge -issued subpoena; (3) to a source when necessary to obtain information relevant to a conflict of interest investigation or decision; (4) to the National Archives and Records Administration or the General Services Administration in records management inspections; (5) to the Office of Management and Budget during legislative coordination on private relief legislation; and (6) in response to a request for discovery or for the appearance of a witness in a judicial or administrative proceeding, if the information is relevant to the subject matter. This confidential certification will not be disclosed to any requesting person unless authorized by law. See also the OGE/GOVT-2 executive branch -wide Privacy Act system of records. CAO GCA-3 4/3/2020 11:56 AM p. 46 Collier County Solicitation 20-7691RR COLLIER COUNTY ANTICIPATED DISADVANTAGED, MINORITY, WOMEN OR VETERAN PARTICIPATION STATEMENT will be verified. Unverifable statuses will require the Vendor/Prime Contractor to either provide a revised statement or provide source nentation that validates a status. Contractor means an entity that receives a contract. PRIME NAME Kimley-Horn and Associates, Inc. PRIME FEID NUMBER 56-0885615 CONTRACT DOLLAR AMOUNT IS THE PRIME A FLORIDA-CERTIFIED DISADVANTAGED, VETERAN? Y Q IS THE ACTIVITY OF THIS CONTRACT, MINORITY OR WOMEN BUSINESS ENTERPRISE DBE? Y ON CONSTRUCTION? Y NO (DBE/MBE/WBE)? OR HAVE A SMALL DISADVANTAGED BUSINESS 8A CERTIFICATION FROM THE SMALL BUSINESS MBE? Y NO CONSULTATION? YO N ADMINISTRATION? OR A SERVICE DISABLED VETERAN? WBE? Y NO OTHER? Y NO SDB 8A? Y IS THIS SUBMISSION A REVISION? Y JIF YES, REVISION NUMBER B, IF PRIME HAS SUBCONTRACTOR OR SUPPLIER WHO IS A DISADVANTAGED MINORITY, WOMEN -OWNED, SMALL BUSINESS CONCERN OR SERVICE DISABLED VETERAN, PRIME 1S TO COMPLETE THIS NEXT SECTION DBE, MBE, WBE SUBCONTRACTOR OR SUPPLIER TYPE OF WORK OR ETHNICITY CODE PERCENT OF CONTRACT VET, SMBBA I NAME SPECIALTY (See Below) DOLLARS 'DBE, SB, I uuest corporation of I WBE America, Inc. Public NWM TOTALS NAME OF SUBMITTER DATE TITLE OF SUBMITTER Ryan Suarez 4/15/2020 Project Manager EMAIL ADDRESS OF PRIME @kimley-horn.com ryan.suarez TELEPHONE NUMBER 813.556.6677 FAX NUMBER 561.863.8175 NOTE: This information is used to track and report anticipated DBE or MBE participation infederally-funded contracts. The anticipated DBE or MBE amount is voluntary and will not become part of the contractual terms. This form must be submitted at time of response to a solicitation. If and when awarded a County contract, the prime will be asked to update the information for the grant compliance files. BY: ETHNICITY CODE Black American BA Hispanic American HA Native American NA Subcont. Asian American SAA Asian -Pacific American APA Non -Minority Womenj NMW Other: not of any other group listed O DEPARTMENT NAME COLLIER CONTRACT q (IFB/RFP or GRANT 4/3/2020 11:56 AM Collier County Solicitation 20-7691 RR BID OPPORTUNITY LIST FOR PROFESSIONAL CONSULTANT SERVICES, AND COMMODITIES & CONTRACTUAL SERVICES Prime Contractor/Prime Consultant: Kimley-Horn and Associates, Inc. Address/Phone Number: 655 North Franklin Street. Suite 150 Tampa. FL 33602 Procurement Number/Advertisement Number: 20-7691 RR 49 CFR Part 26.11 The list is intended to be a listing of all firms that are participating, or attempting to participate, on DOT -assisted contracts. The list must include all firms that bid on prime contracts, or bid or quote subcontracts and supplies materials on DOT -assisted projects, including both DBEs and non -DBEs. For consulting companies this list must include all subconsultants contacting you and expressing an interest in teaming with you on a specific DOT -assisted project. Prime contractors and consultants must provide information for Numbers 1, 21 3 and 4, and should provide any information they have available on Numbers 5, 61 7, and 8 for themselves, and their subcontractors and subconsultants. 1. Federal Tax ID Number: 56-0885615 6. ❑DBE 8. Annual Gross Receipts 2. Firm Name: Kimley-Horn and Associates. Inc. ElNon-DBE ElLess than $1 million 3. Phone: 813.620.1460 ❑ Between $1 - $5 million 4. Address: 1412 Jackson Street, Suite 2 ❑ Between $5 - $10 million Fort Myers, FL 33901 7. ❑ Subcontractor ❑ Between $10 - $15 million ❑ Subconsultant ❑X More than $15 million 5. Year Firm Established: 1967 1. Federal Tax ID Number: 59-3335186 6. ®DBE 8. Annual Gross Receipts 2. Firm Name: Quest Corporation of America, Inc. ❑ Non -DBE ❑ Less than $1 million 3. Phone: 866.662.6273 ❑ Between $1 - $5 million 4. Address: 17220 Camelot Ct. ® Between $5 - $10 million Land O' Lakes, FL 34638 7. ❑ Subcontractor ❑ Between $10 - $15 million ® Subconsultant ❑ More than $15 million 5. Year Firm Established: 1. Federal Tax ID Number: 6. ❑ DBE 8. Annual Gross Receipts 2. Firm Name: ❑ Non -DBE ❑ Less than $1 million 3. Phone: ❑ Between $1 - $5 million 4. Address: ❑ Between $5 - $10 million 7. ❑ Subcontractor ❑ Between $10 - $15 million ❑ Subconsultant ❑ More than $15 million 5. Year Firm Established: 1 2 3 4 Firm Name: Federal Tax ID Number: Phone: Address: 5. Year Firm Established: 6. ❑DBE ❑ Non -DBE 7. ❑Subcontractor ❑ Subconsultant 8. Annual Gross Receipts ❑ Less than $1 million ❑ Between 4il - $5 million ❑ Between $5 - $10 million ❑ Between $10 - $15 million ❑ More than $15 million GCA-5 4/3/2020 11:56 AM p. 4g Collier County Solicitation 20-7691 RR COLLIER COUNTY Certification Regarding Lobbying The undersigned certifies, to the best of his or her knowledge, that: (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 influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with 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. (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. § 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. The Contractor, Kimley-Horn and Associates. Inc., 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. § 3801 et seq., apply to this certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 11.062, Florida Statutes., apply to this certification�� disc�cfsyre if any. of Contractor's Authorized Official Scott Gilner, P.E., Vice President Name of Authorized Official and Title 4/15/2020 rCA(` GCA - 6 4/3/2020 11:56 AM 02/18 R7 Collier County Solicitation 20-7691RR EXHIBIT 1.B GRANT CERTIFICATIONS AND ASSURANCES COLLIER COUNTY Acknowledgement of Terms, Conditions and Grant Clauses Flow Down of Terms and Conditions from the Grant Agreement Subcontracts: ff the vendor subcontracts any of the work required under this Agreement, a copy of the signed subcontract must be available to the Department for review and approval. The vendor agrees to include in the subcontract that (1) the subcontractor is bound by the terms of this Agreement, (ii) the subcontractor is bound by all applicable state and federal laws and regulations, and (iii) the subcontractor shall hold the Department and Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the extent allowed and required by law. The recipient shall document in the quarterly report the subcontractor's progress in performing its work under this agreement. For each subcontract, the Recipient shall provide a written statement to the Department as to whether the subcontractor is a minority vendor as defined in Section 288.703, Fla. Stat. Certification On behalf of my firm, I acknowledge, and agree to perform all of the specifications and grant requirements identified in this solicitation document(s). Vendor/Contractor Name Kimley-Horn and Associates, Inc. Authorized Signature Address 1412 Jackson Street, Suite 2, Fort Myers, FL 33901 Solicitation/Contract # 20-7691 RR Date 4/15/2020 GCA-7 4/3/2020 11:56 AM p. 50