Professional Services Agreement

THIS AGREEMENT, entered into on the 14th day of December, 2026, by and between INDIAN RIVER COUNTY METROPOLITAN PLANNING ORGANIZATION, hereinafter referred to as the “MPO”, and_________, hereinafter referred to as the “CONSULTANT”.

BACKGROUND RECITALS:

The MPO selected CONSULTANT to perform and provide transportation planning services, as funded by the Florida Department of Transportation (“Services”), based on a Statement of Qualifications (“SOQ”) submitted in response to Request for Qualifications 2027005 and in compliance with Section 287.055, Florida Statute.

The MPO and the CONSULTANT, in consideration of their mutual covenants, herein agree with respect to the performance of professional consulting services by the CONSULTANT, and the payment for those services by the MPO, as set forth in this Agreement.

The CONSULTANT shall provide the MPO with consulting services and such other related services as defined in the scope of work, provided as Exhibit 1, as requested by the MPO via Work Order.

NOW THEREFORE, in accordance with the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. MPO OBLIGATIONS

The MPO will provide the CONSULTANT with any preliminary data or reports available as required in connection with the work to be performed under this Agreement, together with all available documents in the possession of the MPO pertinent to the Services. The CONSULTANT shall satisfy itself as to accuracy of any data provided. The CONSULTANT is responsible for bringing to the MPO's attention, for the MPO's resolution, material inconsistencies or errors in such data that come to the CONSULTANT'S attention.

The MPO shall assign an MPO Project Manager, who shall represent the MPO in all technical matters pertaining to the work and performance of this Agreement. The MPO Project Manager’s responsibilities shall include:

A. Examination of all reports, surveys, and other documents presented by the Consultant and rendering, in writing, decisions pertaining thereto within a reasonable time so as not to materially delay the work of the Consultant. For purposes of this agreement, reasonable period of time will mean four

(4) weeks from receipt of applicable material.

B. Transmission of instructions, receipt of information, interpretation and definition of MPO policies and decisions with regard to the work covered by this Agreement.

C. Transmission of prompt written notice to the Consultant whenever the MPO observes or otherwise becomes aware of any defects or changes necessary in the project.

2. RESPONSIBILITIES OF THE CONSULTANT

The CONSULTANT agrees to perform all necessary Services in connection with the work set forth in Exhibit 1, as well as the Indian River County MPO/State of Florida Department of Transportation Metropolitan Planning Organization agreement, attached as Exhibit 3.

Services assigned to the CONSULTANT will be identified on written work orders, on forms provided in Exhibit 2, which will include scope of work, price, and timeline. CONSULTANT will not commence any work until a fully-executed work order is provided by the MPO.

The CONSULTANT will maintain an adequate staff of qualified personnel.

The CONSULTANT will comply with all present and future federal, state, and local laws, rules, regulations, policies, codes, and guidelines applicable to the Services performed under this Agreement.

The CONSULTANT shall during the entire term of this Agreement, procure and keep in full force, effect, and good standing any and all necessary licenses, registrations, certificates, and any and all other authorizations as are required by local, state, or federal law, in order for the CONSULTANT to render its Services as described in this Agreement. The CONSULTANT shall also require all sub-consultants to comply by contract with the provisions of this section.

The CONSULTANT will cooperate fully with the MPO in order that all phases of the work may be properly scheduled and coordinated.

The CONSULTANT will cooperate and coordinate with other MPO CONSULTANTS, as directed by the MPO.

The CONSULTANT shall report the status of the Services under this Agreement to the MPO Project Manager upon request, and hold all drawings, calculations and related work open to the inspection of the MPO Project Manager or his authorized agent at any time, upon reasonable request.

All documents, reports, maps, contract documents, and other data developed by the CONSULTANT for the purpose of this Agreement, are, and shall remain, the property of the MPO. The foregoing items will be created, maintained, updated, and provided in the format specified by the MPO. When all work contemplated under this Agreement is complete, and upon final payment, all of the above data shall be delivered to the MPO Project Manager.

The CONSULTANT shall not assign or transfer any work under this Agreement without the prior written consent of the MPO.

CONSULTANT is registered with and will use the Department of Homeland Security’s E-Verify system (www.e-verify.gov) to confirm the employment eligibility of all newly hired employees for the duration of this agreement, as required by Section 448.095, F.S. CONSULTANT is also responsible for obtaining proof of E-Verify registration and utilization for all subconsultants.

CONSULTANT will comply with all the requirements as imposed by the Americans with Disabilities Act of 1990 (“ADA”), the regulations of the Federal government issued thereunder, and the assurance by the Consultant pursuant thereto.

CONSULTANT does not meet any of the criteria in Section 287.138, Florida Statutes, relating to Foreign Entity Ownership, that would exclude it from eligibility to enter an agreement which may give access to an individual’s personal identifying information.

CONSULTANT shall keep and maintain financial, invoice, and employment records pertaining to the contractual obligation between the MPO and the Consultant for pre-audit and post-audit purposes for a period of three (3) years following the completion of all project work, or until all claims and audit findings involving the records have been received, whichever is later. The MPO, the FDOT, U.S. DOT, FHWA or any of their duly authorized representatives shall have access to any books, documents, papers, and records of the Consultant which are directly pertinent to this Agreement, for the purpose of making audit, examination, excerpts, and transcription.

FDOT Conditions of Contract:

During the performance of this contract, the Consultant, for itself, its assignees and successors in interest (hereinafter referred to as the “Consultant”) agrees as follows:

(1.) Compliance with Regulations: The Contractor shall comply with the Regulations relative to nondiscrimination in Federally-assisted programs of the U.S. Department of Transportation (hereinafter, “USDOT”) Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this Agreement.

(2.) Nondiscrimination: The Consultant, with regard to the work performed during the contract, shall not discriminate on the basis of race, color, national origin, sex, age, disability, religion or family status in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Consultant shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations.

(3.) Solicitations for Subcontractors, including Procurements of Materials and Equipment: In all solicitations made by the Consultant, either by competitive bidding or negotiation for work to be performed under a subcontract, including procurements of materials or leases of equipment; each potential subcontractor or supplier shall be notified by the Consultant of the Consultant’s obligations under this contract and the Regulations relative to nondiscrimination on the basis of race, color, national origin, sex, age, disability, religion or family status.

(4.) Information and Reports: The Consultant shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Florida Department of Transportation (FDOT), the Federal Highway Administration (FHWA), Federal Transit Administration (FTA), Federal Aviation Administration (FAA), and/or the Federal Motor Carrier Safety Administration (FMCSA) to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of a Consultant is in the exclusive possession of another who fails or refuses to furnish this information the Consultant shall so certify to the as FDOT, the FHWA, FTA, FAA, and/or the FMCSA as appropriate, and shall set forth what efforts it has made to obtain the information.

(5.) Sanctions for Noncompliance: In the event of the Consultant’s noncompliance with the nondiscrimination provisions of this contract, FDOT shall impose such contract sanctions as it or the as FDOT, the FHWA, FTA, FAA, and/or the FMCSA may determine to be appropriate, including, but not limited to: a. withholding of payments to the Consultant under the contract until the Consultant complies, and/or b. cancellation, termination or suspension of the contract, in whole or in part.

(6.) Incorporation of Provisions: The Consultant shall include the provisions of paragraphs

(1) through (7) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. The Consultant shall take such action with respect to any subcontract or procurement as FDOT, the FHWA, FTA, FAA, and/or the FMCSA may direct as a means of enforcing such provisions including sanctions for noncompliance. In the event a Consultant becomes involved in, or is threatened with, litigation with a sub-contractor or supplier as a result of such direction, the Consultant may request the Florida Department of Transportation to enter into such litigation to protect the interests of the Florida Department of Transportation, and, in addition, the Contractor may request the United States to enter into such litigation to protect the interests of the United States.

(7.) Compliance with Nondiscrimination Statutes and Authorities: Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21; The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 -- 12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; The Federal Aviation Administration’s Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq).

3. TERM; DURATION OF AGREEMENT

This Agreement shall remain in full force and effect for a period of three years, after the date of execution thereof, or upon completion of all project phases as defined by the MPO, whichever occurs earlier, unless otherwise terminated by mutual consent of the parties hereto, or terminated pursuant to Section 8 "Termination". The agreement may be renewed for one two-year periods, upon mutual consent of the parties.

4. COMPENSATION

The MPO shall pay to the CONSULTANT a mutually agreed-upon maximum amount not-to-exceed professional fee for each completed task, on a deliverable basis, all as set forth in individual work orders. Invoices shall be submitted to the MPO Project Manager, in detail sufficient for proper prepayment and post payment audit, to be paid in monthly installments. Each monthly invoice will document the work performed. Upon submittal of an invoice documenting the completion of all or a portion of one or more of the Tasks listed in the Work Order, the MPO Project Manager will determine if the Tasks or portions thereof have been satisfactorily completed. Upon determination of satisfactory completion, the MPO Project Manager will authorize payment to be made for the Task, Tasks, or portions thereof. All payments for services shall be made to the Consultant by the MPO in accordance with the Florida Prompt Payment Act, as may be amended from time to time (Section 218.70, Florida Statutes, et seq.).

No additional payment will be due to the CONSULTANT for administrative copies, printing, per diem, meals and lodgings, taxi fares and miscellaneous travel-connected expenses for CONSULTANT's personnel.

The MPO may at any time notify the CONSULTANT of requested changes to the Services, and thereupon the MPO and the CONSULTANT shall execute a mutually agreeable amendment to this agreement. Should this amendment result in the reduction in services, the CONSULTANT shall be paid for the Services already performed and also for the Services remaining to be done and not reduced or eliminated, upon submission of invoices as set forth in this Agreement.

The MPO may, at any time and for any reason, direct the CONSULTANT to suspend Services, in whole or in part under this Agreement. Such direction shall be in writing, and shall specify the period during which Services shall be stopped. The CONSULTANT shall resume its Services upon the date specified, or upon such other date as the MPO may thereafter specify in writing. Where the MPO has suspended the Services under this Agreement for a period in excess of six (6) months, the compensation of CONSULTANT for such suspended Services may be subject to modification. The period during which the Services are stopped by the MPO shall be added to the time of performance of this Agreement.

5. ADDITIONAL WORK

If services in addition to the Services provided hereunder are required or desired by the MPO in connection with the Project, the MPO may, at the sole option of the MPO: separately obtain same outside of this Agreement; or request the CONSULTANT to provide, either directly by the CONSULTANT or by a sub consultant, such additional services by a written amendment to this Agreement.

6. OWNERSHIP AND REUSE OF DOCUMENTS

Ownership and Copyright: Ownership and copyright of all reports, tracings, plans, electronic files, specifications, field books, survey information, maps, contract documents, and other data first developed by the CONSULTANT pursuant to this Agreement, shall be vested in the MPO. Said materials shall be made available to the MPO by the CONSULTANT at any time during normal business hours upon reasonable request of the MPO. On or before the tenth day after all work contemplated under this Agreement or individual Work Order is complete, all of the above materials shall be delivered to the MPO Project Manager.

Reuse of Documents: All documents, including but not limited to reports, drawings and specifications, prepared or performed by the CONSULTANT pursuant to this Agreement, are related exclusively to the services described herein. They are not intended or represented to be suitable for reuse by the MPO or others on extensions of this project or on any other project. The MPO’s reuse of any document or drawing shall be at the MPO’s own risk. The MPO shall not hold the CONSULTANT liable for any misuse by others.

7. INSURANCE AND INDEMNIFICATION

During the performance of the work covered by this Agreement, the CONSULTANT shall provide the MPO with evidence that the CONSULTANT has obtained and maintains the insurance listed in the Agreement.

CONSULTANT shall maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the CONSULTANT, its agents, representatives, or employees. The cost of such insurance shall be included in the CONSULTANT’s fees.

Minimum Scope of Insurance

D. Professional Liability $1,000,000 per claim, $2,000,000 aggregate combined single limit.

CONSULTANT’s insurance coverage shall be primary.

All above insurance policies shall be placed with insurers with a Best’s rating of no less that A-VII. The insurer chosen shall also be licensed to do business in Florida.

The insurance policies procured, with the exception of the Professional Liability, shall be occurrence forms, not claims made policies.

The insurance companies chosen shall provide certificates of insurance prior to signing of contracts, to the Indian River County Risk Management Department.

The CONSULTANT shall ensure any subconsultants to maintain the insurance as detailed herein.

The Consultant shall indemnify and hold harmless the MPO and its commissioners, officers, employees and agents, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorney’s fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the CONSULTANT and other persons employed or utilized by the CONSULTANT in the performance of the contract.

Pursuant to Section 558.0035 Florida Statutes, the Consultant’s Corporation is the responsible part for the professional services it agrees to provide under this agreement. No individual professional employee, director, officer, or principal shall be individually liable for negligence arising out of this contract.

8. TERMINATION

This Agreement may be terminated: (a) by the MPO, for any reason, upon thirty (30) days' prior written notice to the CONSULTANT; or (b) by the CONSULTANT, for any reason, upon thirty (30) days' prior written notice to the MPO; or (c) by the mutual Agreement of the parties; or d) as may otherwise be provided below. In the event of the termination of this Agreement, any liability of one party to the other arising out of any Services rendered, or for any act or event occurring prior to the termination, shall not be terminated or released.

In the event of termination by the MPO, the MPO's sole obligation to the CONSULTANT shall be payment for those portions of satisfactorily completed work previously authorized. Such payment shall be determined on the basis of the percentage of work complete, as estimated by the CONSULTANT and agreed upon by the MPO up to the time of termination. In the event of such termination, the MPO may, without penalty or other obligation to the CONSULTANT, elect to employ other persons to perform the same or similar services.

The obligation to provide services under this Agreement may be terminated by either party upon seven (7) days prior written notice in the event of substantial failure by the other party to perform in accordance with the terms of this Agreement through no fault of the terminating party.

In the event that the CONSULTANT merges with another company, becomes a subsidiary of, or makes any other substantial change in structure, the MPO reserves the right to terminate this Agreement in accordance with its terms.

In the event of termination of this Agreement, the CONSULTANT agrees to surrender any and all documents first prepared by the CONSULTANT for the MPO in connection with this Agreement.

The MPO may terminate this Agreement for refusal by the CONSULTANT to allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119 Florida Statutes and made or received by the CONSULTANT in conjunction with this Agreement.

The MPO may terminate this Agreement in whole or in part if the CONSULTANT submits a false invoice to the MPO.

CONSULTANT certifies that it and those related entities of CONSULTANT as defined by Florida law are not on the Scrutinized Companies that Boycott Israel List, created pursuant to s. 215.4725 of the Florida Statutes, and are not engaged in a boycott of Israel. MPO may terminate this Contract if CONSULTANT, including all wholly owned subsidiaries, majority-owned subsidiaries, and parent companies that exist for the purpose of making profit, is found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel as set forth in section 215.4725, Florida Statutes.

CONSULTANT certifies that it and those related entities of CONSULTANT as defined by Florida law are not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, create pursuant to Section 215.473 of the Florida Statutes and are not engaged in business operations in Cuba or Syria. MPO may terminate this agreement if CONSULTANT is found to have submitted a false certification as provided under section 287.135(5), Florida Statutes, been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, as defined by section 287.135, Florida Statutes.

9. MISCELLANEOUS PROVISIONS

Independent Contractor. It is specifically understood and acknowledged by the parties hereto that the CONSULTANT or employees or sub-consultants of the CONSULTANT are in no way to be considered employees of the MPO, but are independent contractors performing solely under the terms of the Agreement and not otherwise.

Merger; Modification. This Agreement incorporates and includes all prior and contemporaneous negotiations, correspondence, conversations, agreements, or understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements, or understandings of any nature whatsoever concerning the subject matter of the Agreement that are not contained in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior or contemporaneous representations or agreements, whether oral or written. No alteration, change, or modification of the terms of this Agreement shall be valid unless made in writing and signed by the CONSULTANT and the MPO.

Governing Law; Venue. This Agreement, including all attachments hereto, shall be construed according to the laws of the State of Florida. Venue for any lawsuit brought by either party against the other party or otherwise arising out of this Agreement shall be in Indian River County, Florida, or, in the event of federal jurisdiction, in the United States District Court for the Southern District of Florida.

Remedies; No Waiver. All remedies provided in this Agreement shall be deemed cumulative and additional, and not in lieu or exclusive of each other or of any other remedy available to either party, at law or in equity. Each right, power and remedy of the parties provided for in this Agreement shall be cumulative and concurrent and shall be in addition to every other right, power or remedy provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise. The failure of either party to insist upon compliance by the other party with any obligation, or exercise any remedy, does not waive the right to so in the event of a continuing or subsequent delinquency or default. A party's waiver of one or more defaults does not constitute a waiver of any other delinquency or default. If any legal action or other proceeding is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default, or misrepresentation in connection with any provisions of this Agreement, each party shall bear its own costs.

Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable for the remainder of this Agreement, then the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected, and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law.

Availability of Funds. The obligations of the MPO under this Agreement are subject to the availability of funds lawfully appropriated for its purpose by the Board of County Commissioners of Indian River County.

No Pledge of Credit. The CONSULTANT shall not pledge the MPO's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness.

Survival. Except as otherwise expressly provided herein, each obligation in this Agreement to be performed by CONSULTANT shall survive the termination or expiration of this Agreement.

Construction. The headings of the sections of this Agreement are for the purpose of convenience only, and shall not be deemed to expand, limit, or modify the provisions contained in such sections. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the parties or parties may require. The parties hereby acknowledge and agree that each was properly represented by counsel and this Agreement was negotiated and drafted at arm's-length so that the judicial rule of construction to the effect that a legal document shall be construed against the draftsperson shall be inapplicable to this Agreement.

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original copy and all of which shall constitute but one and the same instrument.

10. PUBLIC RECORDS COMPLIANCE

A. Indian River County is a public agency subject to Chapter 119, Florida Statutes. The Consultant shall comply with Florida's Public Records Law. Specifically, the Consultant shall:

(1) Keep and maintain public records required by the MPO to perform the service.

(2) Upon request from the MPO’s Custodian of Public Records, provide the MPO 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 Chapter 119 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 Consultant does not transfer the records to the MPO.

(4) Upon completion of the contract, transfer, at no cost, to the MPO all public records in possession of the Consultant or keep and maintain public records required by the MPO to perform the service. If the Consultant transfers all public records to the MPO upon completion of the contract, the Consultant shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Consultant keeps and maintains public records upon completion of the contract, the Consultant shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the MPO, upon request from the Custodian of Public Records, in a format that is compatible with the information technology systems of the MPO.

B. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:

Vero Beach, FL 32960

C. Failure of the Consultant to comply with these requirements shall be a material breach of this Agreement.

11. TRUTH IN NEGOTIATION CERTIFICATE, CONTINGENCY FEES

Execution of this Agreement by the Consultant shall act as the execution of a truth-in-negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement are accurate, complete and current as of the date of the Agreement. The wage rates and costs shall be adjusted to exclude any significant sums should the MPO determine that the wage rates and costs were increased due to inaccurate, incomplete or noncurrent wage rates or due to inaccurate representations of fees paid to outside consultants. The MPO shall exercise its rights under this "Certificate" within one (1) year following final payment. MPO has the authority and right to audit Consultant's records under this provision. The MPO does not hereby waive any other right it may have pursuant to Section 287.055, Florida Statutes, as it may be from time-to-time amended.

Pursuant to the Consultants’ Competitive Negotiations Act, F. S. section 287.055, the Consultant warrants that it has not employed or retained any company or person other than a bona fide employee working solely for the Consultant to solicit or secure this Agreement and that it has not paid or agreed to pay any company or person other than a bona fide employee working solely for the Consultant any fee, commission, percentage fee, gifts or any other considerations, contingent upon or resulting from the award or making of this contract. For breach of violation of this provision, the MPO shall have the right to terminate this Agreement without liability and, at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration.

12. FEDERAL CLAUSES

A. Suspension and Debarment

(1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the Consultant is required to verify that none of the consultant, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).

(2) The consultant must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.

(3) This certification is a material representation of fact relied upon by MPO. If it is later determined that the consultant did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to MPO, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.

(4) The Consultant agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The Consultant further agrees to include a provision requiring such compliance in its lower tier covered transactions.

B. Byrd Anti-Lobbying Amendment, as amended, 31 U.S.C. § 1352 Consultants who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the awarding agency.

C. Prohibition on Contracting for Covered Telecommunications Equipment or Services:

(a) Definitions. As used in this clause, the terms backhaul; covered foreign country; covered telecommunications equipment or services; interconnection arrangements; roaming; substantial or essential component; and telecommunications equipment or services have the meaning as defined in FEMA Policy 405-143-1, Prohibitions on Expending FEMA Award Funds for Covered Telecommunications Equipment or Services (Interim), as used in this clause—

(b) Prohibitions.

(1) Section 889(b) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019, Pub. L. No. 115-232, and 2 C.F.R. § 200.216 prohibit the head of an executive agency on or after Aug.13, 2020, from obligating or expending grant, cooperative agreement, loan, or loan guarantee funds on certain telecommunications products or from certain entities for national security reasons.

(2) Unless an exception in paragraph (c) of this clause applies, the Consultant and its subconsultants may not use grant, cooperative agreement, loan, or loan guarantee funds from the Federal Emergency Management Agency to:

(i) Procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system;

(ii) Enter into, extend, or renew a contract to procure or obtain any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology of any system;

(iii) Enter into, extend, or renew contracts with entities that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system; or

(iv) Provide, as part of its performance of this contract, subcontract, or other contractual instrument, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system.

(c) Exceptions.

(1) This clause does not prohibit Consultants from providing—

(i) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or

(ii) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles.

(2) By necessary implication and regulation, the prohibitions also do not apply to:

(i) Covered telecommunications equipment or services that:

i. Are not used as a substantial or essential component of any system; and

ii. Are not used as critical technology of any system.

(ii) Other telecommunications equipment or services that are not considered covered telecommunications equipment or services.

(d) Reporting requirement.

(1) In the event the Consultant identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Consultant is notified of such by a subconsultant at any tier or by any other source, the Consultant shall report the information in paragraph (d)(2) of this clause to the recipient or subrecipient, unless elsewhere in this contract are established procedures for reporting the information.

(2) The Consultant shall report the following information pursuant to paragraph (d)(1) of this clause:

(i) Within one business day from the date of such identification or notification: The contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended.

(ii) Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: Any further available information about mitigation actions undertaken or recommended. In addition, the Consultant shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services.

(e) Subcontracts. The Consultant shall insert the substance of this clause, including this paragraph (e), in all subcontracts and other contractual instruments.

D. Domestic Preference for Procurements The Consultant should, to the greatest extent practicable and consistent with law, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to, iron, aluminum, steel, cement, and other manufactured products.

For purposes of this clause:

Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.

E. Build America, Buy America Act Preference: Consultants and subconsultants agree to incorporate the Buy America Preference into planning and design when providing architectural and/or engineering professional services for infrastructure projects. Consistent with the Build America, Buy America Act (BABAA) Pub. L. 117-58 §§ 70901-52, no federal financial assistance funding for infrastructure projects will be used unless all the iron, steel, manufactured projects, and construction materials used in the project are produced in the United States.

F. Access to Records: The following access to records requirements apply to this contract:

(1) The Consultant agrees to provide MPO, the State of Florida, the FHWA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the Consultant which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions.

(2) The Consultant agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

(3) The Consultant agrees to provide the FHWA Administrator or his authorized representatives access to construction or other work sites pertaining to the work being completed under the contract.

(4) In compliance with section 1225 of the Disaster Recovery Act of 2018, the MPO and the Consultant acknowledge and agree that no language in this contract is intended to prohibit audits or internal reviews by the FHWA Administrator or the Comptroller General of the United States.

G. Compliance with Federal Law, Regulations, and Executive Orders: This is an acknowledgement that FHWA financial assistance will be used to fund all or a portion of the contract. The Consultant will comply will all applicable Federal law, regulations, executive orders, and FHWA policies, procedures, and directives.

H. No Obligation by Federal Government: The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the MPO, Consultant, or any other party pertaining to any matter resulting from the contract.

I. Program Fraud and False or Fraudulent Statements or Related Acts: The Consultant acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to its actions pertaining to this contract.

J. License and Delivery of Works Subject to Copyright: The Consultant grants to the MPO a paid-up, royalty-free, nonexclusive, irrevocable, worldwide license in data first produced in the performance of this contract to reproduce, publish, or otherwise use, including prepare derivative works, distribute copies to the public, and perform publicly and display publicly such data. For data required by the contract but not first produced in the performance of this contract, the Consultant will identify such data and grant to the MPO or acquires on its behalf a license of the same scope as for data first produced in the performance of this contract. Data, as used herein, shall include any work subject to copyright under 17 U.S.C. § 102, for example, any written reports or literary works, software and/or source code, music, choreography, pictures or images, graphics, sculptures, videos, motion pictures or other audiovisual works, sound and/or video recordings, and architectural works. Upon or before the completion of this contract, the Consultant will deliver to the MPO data first produced in the performance of this contract and data required by the contract but not first produced in the performance of this contract in formats acceptable by the MPO.

K. Affirmative Steps: If subcontracts are to be let, the prime consultant is required to take all necessary steps identified in 2 C.F.R. § 200.321(b)(1)-(6) to ensure that small and minority businesses, women’s business enterprises, veteran-owned businesses, and labor surplus area firms are used when possible.

IN WITNESS WHEREOF, MPO and CONSULTANT have signed this Agreement in duplicate. One counterpart each has been delivered to MPO and CONSULTANT. All portions of the Contract Documents have been signed or identified by MPO and CONSULTANT or on their behalf.

This Agreement will be effective on , 20 .

Sample Agreement and Contract Documents

INDIAN RIVER COUNTY MPO:

By: _______________________________ Bob McPartlan, Chairman

APPROVED AS TO FORM AND LEGAL SUFFICIENCY:

By:

Chris Hicks, Assistant County Attorney

Ryan L. Butler, Clerk of Court and Comptroller

Attest: _________________________________ Deputy Clerk

(SEAL)

Designated Representative:

Brian Freeman, AICP MPO Staff Director 1801 27th Street, Vero Beach, FL 32960

(772) 226-1990 bfreeman@indianriver.gov

CONSULTANT:

COMPANY NAME

By:

Name:

Title:

(Corporate Seal) (If CONSULTANT is a corporation or partnership, attach evidence of authority to sign)

Attest:

Name:

Title:

Designated Representative:

Name:

Title:

Address:

Phone:

Exhibit 1 – Scope of Services and Rates

The Consultant(s) selected may be required to perform the following types of activities under the terms of this agreement.

A. Short & Long Range Transportation Planning/Corridor Analyses and Sub-area Analyses The consultant(s) may be required to develop Long and Short Range Transportation Plans, Analyses, and Studies. Subtasks required of these analyses may include:

1. Data collection, GIS database development, and existing conditions analysis

2. Deficiency identification and strategy development

3. Future condition forecasts

4. Impact assessment of proposed improvements on neighborhoods and adjacent land uses (consistent with FDOT’s Efficient Transportation Decision Making methodology, or ETDM)

5. Long Range Transportation Plan development

6. Planning for consistency with MAP-21/FAST Act/IIJA provisions including Performance Measures

7. Land Use and Transportation coordination studies, including vacant land, population, and development projections and production and attraction balance studies.

8. Regional Long Range Planning studies

B. Non-Motorized Transportation Planning– The consultant(s) may be required to perform non-motorized transportation project planning and studies:

1. Bicycle, Pedestrian and Greenways Plans and Studies

2. Automated Bicycle and Pedestrian AADT Collection studies

3. Pedestrian Safety Action Plans

4. Multi-Modal Quality and Level of Service (MMQLOS) Analysis

5. Bicycle and Pedestrian Facility Inventory and Database Management

C. Transit Planning - The consultant(s) may be required to perform the following transit planning tasks:

1. Major and Minor TDP Updates

2. Transit Quality of Service Report Development

3. Transit Route and Segment Evaluation

4. Transit network development and mode-choice modeling

5. Ridership and Operator Surveys

6. Origin-Destination mapping

7. Transportation Disadvantaged Analysis

8. Public Transportation Agency Safety Plans

D. Transportation Planning Model Calibration and Sub-Area Modeling The consultant(s) may be required to perform a number of tasks in support of the MPO’s Travel Demand Forecast Modeling efforts using the FDOT-adopted Travel Demand Forecasting Model standard platform. Activities to be undertaken may include:

1. Initial network and model development and validation activities

1. Network changes, background data, and zonal boundary changes

1. Model calibration and adjustment

1. Socio-economic data development

1. Scenario modeling for major new developments, proposed land use changes, or changes to proposed transportation projects

1. Small-area and sub-area model development and calibration

1. Air-quality modeling and analysis

E. Traffic Engineering and Operational Studies – Appropriate activities to be performed by consultant(s)s on an as-requested basis may include:

1. Signal Timing study development

1. Traffic Count, Vehicle Classification, or Delay study development

1. System Condition Inventory development

1. Incorporating Autonomous, Connected, Electric, and Shared (ACES) Vehicle studies into the planning process

1. Level of Service determination

1. Crash Data System Development and Analysis

1. Access Management Classification and Re-classification Study development

1. Design, Permitting, and Environmental Studies

1. Safety and Security studies

F. Public Participation Activities – These activities are undertaken to ensure that the MPO's public involvement process meets all federal and state regulations and provides opportunities for a well-informed public to contribute input into the transportation planning and decision-making processes. The following sub-tasks may require skills that would be otherwise unavailable to the MPO or inefficient to procure on a permanent basis:

1. Website development and maintenance

1. Newsletter, fact sheet, direct mail, PSA, brochure, and advertisement design and layout

1. MPO Database development and maintenance

1. Public workshop or small group meeting preparation and staffing

1. Public Opinion Poll and Survey design

1. MPO Public Involvement effort evaluation

1. Visualization and Graphics, including Computer Simulation development

1. Other activities contained in the MPO Public Participation Plan

G. Comprehensive Plan and Analysis Reviews - Consultant(s) services are appropriate to review comprehensive plan amendments and perform analysis for comprehensive plan updates. Specific Comprehensive Plan review and analysis activities may include:

1. Review of local comprehensive plans and plan amendments for consistency with MPO plans

1. Review of local comprehensive plans and plan amendments for consistency with updated federal and/or state guidance and legislation

1. Analysis of local comprehensive plan amendment proposals for impacts to the transportation system in Indian River County

1. Development of charts, graphs, technical studies, and other work products that support local comprehensive plan development activities

H. Review of Other Planning Studies - General Planning Consultant(s) may be engaged to…