CN-550000-H9046-00010000.pdf

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

EMERGENCY CONTRACT

(H-CONTRACT)

375-040-61

PROCUREMENT

OGC – 06/18

Contract #: H9046 Fin. Proj. #: _______________________

Mission Reference Number: DDIR Reference Number: ___________

Appropriation Bill Number(s)/Line Item Number(s) for 1st year Project Worksheet (PW) Number: _____ of contract, pursuant to s. 216.313, F.S.: n/a

(required for contracts in excess of $5 million)

This contract can only be used during a Governor Declared Emergency and after the Executive Order and suspension of procurement contracting requirements.

This agreement is entered into in accordance with Governor Executive Order # 18-276 dated October 7 , 2018, and amendments thereto, Re: Hurricane Michael and its aftermath.

(Name of event) By this agreement, made and entered into on ___________________, the State of Florida Department of Transportation, hereinafter called “Department” and Atkins North America, Inc.

hereinafter called “Contractor”, hereby agree as follows:

1. SERVICES AND PERFORMANCE: In connection with RTMC & ITS Communications for Bay, Calhoun, Franklin, Gadsden, Gulf, Holmes, Jackson, Leon, Liberty, Walton, Wakulla, and Washington Counties , the Department does hereby retain the Contractor to furnish certain services, information, and items as described in Exhibit A, attached hereto and made a part hereof. All construction related services shall be performed in accordance with the Department’s Standard Specifications for Road and Bridge Construction unless authorized in writing by the Department.

2. TERM: The Contractor shall begin work on or before October 8 , 2018, and shall complete all work required by this agreement on or before October 7 , 2019.

3. COMPENSATION: (select as appropriate) Lump Sum in the amount of $ . (Choose one method below)

Entire amount upon completion Incrementally as detailed in Exhibit Percentage of completion

Unit Prices as described in Exhibit A, Scope of Services / Specification. (Maximum Limiting Amount $5,000,000.00

Cost* Plus (Fixed Fee) $ (Maximum Limiting Amount $ ) Cost* Plus %. (Maximum Limiting Amount $ )

*Cost is defined as Direct Salaries including payroll burden, Direct Materials, Direct Subcontracts, and other Direct Expenses.

Invoices for fees or other compensation for services or expenses will be certified by the Contractor and shall be submitted in detail sufficient for a proper preaudit and postaudit thereof. Invoices for travel expenses shall be submitted and paid in accordance with Section 112.061, Florida Statutes. In addition, if compensation for travel is authorized by terms of this Agreement and the Department, then the Department shall not compensate the Contractor for lodging/hotel expenses in excess of $150.00 per day (excluding taxes and fees). The Contractor may expend their own funds to the extent the lodging/hotel expense exceeds $150.00 per day. The Department, in its sole discretion and pursuant to its internal policies and procedures, may approve compensation to the Contractor for lodging/hotel expenses in excess of $150.00 per day.

If a payment is not available within forty (40) days, a separate interest penalty as established pursuant to Section 215.422, Florida Statutes, shall be due and payable, in addition to the invoice amount, to the Vendor. Interest penalties of less than one (1) dollar shall not be enforced unless the Vendor requests payment. Invoices which have to be returned to a Vendor because of Vendor preparation errors shall result in a delay in the payment. The invoice payment requirements do not start until a properly completed invoice is provided to the Department.

Payment shall be made only after receipt and approval of goods and services unless advance payments are authorized by the Chief Financial Officer of the State of Florida under Chapters 215 and 216, Florida Statutes. Deliverable(s) must be received and accepted in writing by the Contract Manager on the Department’s invoice transmittal forms prior to payment. If the Department determines that the performance of the Vendor is unsatisfactory, the Department shall notify the Vendor of the deficiency to be corrected, which correction shall be made within a time-frame to be specified by the Department. The Vendor shall, within five days after notice from the Department, provide the Department with a corrective action plan describing how the Vendor will address all issues of contract non-performance, unacceptable performance, failure to meet the minimum performance levels, deliverable deficiencies, or contract non-compliance. If the corrective action plan is unacceptable to the Department, the Vendor shall be assessed a non-performance retainage equivalent to 10% of the total invoice amount. The retainage shall be applied to the invoice for the then-current billing period. The retainage shall be withheld until the vendor resolves the deficiency. If the deficiency is subsequently resolved, the Vendor may bill the Department for the retained

DocuSign Envelope ID: CC51234A-EC45-4039-BEAD-4EE52153C0A4

10/8/2018

(H-CONTRACT)

375-040-61

PROCUREMENT

OGC – 06/18

amount during the next billing period. If the Vendor is unable to resolve the deficiency, the funds retained may be forfeited at the end of the agreement period.

Records of costs incurred under terms of this agreement shall be maintained and made available upon request to the Department. The Contractor shall permit the Department to perform or have performed an audit of the records of the Contractor and any or all subcontractors to support the compensation paid the Contractor. The audit may be performed as soon as practical after completion and acceptance of the contracted services. The Department shall have the right to deduct from any payment due to the Contractor an amount sufficient to satisfy any amount due and owing the Department by the Contractor under this agreement. Final payment to the Contractor shall be adjusted for audit results. If after completion of the project it is determined that the Department is due a refund of amounts previously paid the Contractor, the Contractor will refund said amount to the Department within 30 days of notification.

4. COMPLIANCE WITH LAWS:

The Contractor shall comply with Chapter 119, Florida Statutes. Specifically, the Contractor shall:

a) Keep and maintain public records required by the Department to perform service.

b) Upon request from the Department’s custodian of public records, provide the Department 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, Florida Statutes, or as otherwise provided by law.

c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law.

d) Upon completion of the Agreement, transfer, at no cost, to the Department, all public records in possession of the Contractor or keep and maintain public records required by the Department to perform the service. If the Contractor transfers all public records to the Department upon completion of the Agreement, 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 Agreement, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Department, upon request from the Department’s custodian of public records, in a format that is compatible with the information technology systems of the Department.

Failure by the Contractor to comply with Chapter 119, Florida Statutes shall be grounds for immediate unilateral cancellation by the Department.

IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION

OF CHAPTER 119, FLORIDA STATUTES, TO THE

CONSULTANT'S/CONTRACTOR’S/VENDOR’S DUTY TO PROVIDE PUBLIC

RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN

OF PUBLIC RECORDS AT:

Central Office

850-414-5355 COprcustodian@dot.state.fl.us Office of the General Counsel Florida Department of Transportation 605 Suwannee Street, MS 58 Tallahassee, Florida 32399-0458

5. TERMINATION AND DEFAULT: This agreement may be canceled by the Department in whole or in part at any time the interest of the Department requires such termination. If this agreement is terminated before performance is completed, the Contractor shall be paid only for that work satisfactorily performed for which costs can be substantiated.

(H-CONTRACT)

375-040-61

A Vendor is ineligible to enter into a contract with the Department for goods or services of any amount if, at the time of entering into such contract, the Vendor is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a boycott of Israel. Section 287.135, Florida Statutes, also prohibits companies from entering into a contract for goods or services of $1 million or more that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector Lists which were created pursuant to s.

215.473, Florida Statutes. If the Department determines the Vendor submitted a false certification under Section 287.135 of the Florida Statutes, the Department shall either terminate the Contract after it has given the Vendor notice and an opportunity to demonstrate the Department’s determination of false certification was in error pursuant to Section 287.135 of the Florida Statutes, or maintain the Contract if the conditions of Section 287.135 of the Florida Statutes are met.

6. ASSIGNMENT AND SUBCONTRACTORS: The Contractor shall not sublet, assign, or transfer any work under this agreement without the prior consent of the Department.

7. INDEMNITY: The Contractor shall indemnify and hold harmless the Department (and the Florida Division of Emergency

Management if its funds are involved), its officers and employees from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorney’s fees, to the extent caused by negligence, recklessness, or intentional wrongful misconduct of the Contractor and persons employed or utilized by the Contractor in performance of this agreement.

It is specifically agreed between the parties executing this agreement that it is not intended by any of the provisions of any part of the agreement to create in the public or any member thereof, a third party beneficiary hereunder, or to authorize anyone not a party to this agreement to maintain a suit for personal injuries or property damage pursuant to the terms or provisions of this agreement.

8. ANTI-COLLUSION: The Contractor represents to the Department that no person or persons, firm, or corporation, other than the Contractor, has an interest in this agreement as a principal, and that this agreement is entered into by the Contractor without any collusion with any person, firm, or corporation.

9. FUNDING REQUIREMENTS: (check below, if applicable, and attach form FHWA-1273 “Required Contract Provisions, Federal- Aid Construction Contracts”). The most recent version of this form can be obtained at the following website:

http://www.fhwa.dot.gov/programadmin/contracts/1273.htm

The services provided under this agreement involve funding from the Federal Highway Administration (FHWA), and the provisions indicated on form FHWA-1273 are hereby attached and made a part of this agreement.

The services provided under this agreement are subject to the U.S. Department of Labor, Davis Bacon Act and the applicable Federal Wage Rate Tables which are attached and made a part of this agreement.

Any work for which Federal-aid funds are used (including emergency and permanent repairs for ER projects) must comply with applicable Federal regulations. Emergency repairs can be done using negotiated contract or agency force account work as determined by the Highway agency as best suited to protect the public health and safety. However, all Federal contract provisions must still be met for both emergency repairs and permanent repairs.

The Contractor shall comply with the requirements of the National Environmental Policy Act (NEPA) of 1969.

Source of Supply-Steel: Use steel and iron manufactured in the United States, in accordance with the Buy America provisions of 23 CFR 635.410, as amended. Ensure that all manufacturing processes for this material occur in the United States. As used in this specification, a manufacturing process is any process that modifies the chemical content, physical shape or size, or final finish of a product, beginning with the initial melting and continuing through the final shaping and coating. If a steel or iron product is taken outside the United States for any manufacturing process, it becomes foreign source material. When using steel or iron materials as a component of any manufactured product (e.g., concrete pipe, prestressed beams, corrugated steel pipe, etc.), these same provisions apply. Foreign steel and iron may be used when the total actual cost of such foreign materials does not exceed 0.1% of the total Contract amount or $2,500, whichever is greater. These requirements are applicable to all steel and iron materials incorporated into the finished work, but are not applicable to steel and iron items that the Contractor uses but does not incorporate into the finished work. Submit a certification from the manufacturer of steel or iron, or any product containing steel or iron, stating that all steel or iron furnished or incorporated into the furnished product was produced and manufactured in the United States or a statement that the product was produced within the United States except for minimal quantities of foreign steel and iron valued at $ (actual cost). Submit each such certification to the Engineer prior to incorporating the material or product into the project. Prior to the use of foreign steel or iron materials on a project, submit invoices to document the actual cost of such material, and obtain the Engineer’s written approval prior to incorporating the material into the project.

10. LIABILITY INSURANCE: (check below, if appropriate) The Contractor shall carry and keep in force during the period of this agreement a general liability insurance policy or policies with a company or companies authorized to do business in Florida, affording public liability insurance with combined bodily injury limits of at least $ per person and $ each occurrence, and property http://www.fhwa.dot.gov/programadmin/contracts/1273.htm

(H-CONTRACT)

375-040-61 damage insurance of at least $ each occurrence, for the services to be rendered in accordance with this agreement.

11. BONDS: (check below, if appropriate) Performance and Payment Bond: The contractor will supply to the Department and keep in force a bond provided by a surety authorized to do business in the State of Florida, payable to the Department and conditioned for the prompt, faithful, and efficient performance of this agreement according to the terms and conditions hereof and within the time periods specified herein, and for the prompt payment of all persons furnishing labor, materials, equipment and supplies therefore.

Payment Bond: The contractor will supply to the Department and keep in force a bond provided by a surety authorized to do business in the State of Florida, payable to the Department and conditioned for the prompt payment of all persons furnishing labor, materials, equipment and supplies therefore.

The Contractor shall provide the bond to the Department by , or within days after the execution of this agreement.

12. LOBBYING PROHIBITION: The undersigned certifies, to the best of his or her knowledge and belief, that:

(a) 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 either directly or indirectly an officer or employee of any state or federal agency, a member of the Florida Legislature, 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.

(b) 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-L, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

(c) 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 sub recipients shall certify and disclose accordingly.

This certification is a material representative of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any persons who fail 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.

13. MISCELLANEOUS:

The Department may grant the Vendor’s employees or subconsultants access to the Department’s secure networks as part of the project. In the event such employees’ or subconsultants’ participation in the project is terminated or will be terminated, the Vendor shall notify the Department’s project manager no later than the employees’ or subconsultants’ separation date from participation in the project or immediately upon the Vendor acquiring knowledge of such termination of employees’ or subconsultants’ participation in the project, whichever occurs later.

Invoices are to be mailed to: Fred Heery at this address: 605 Suwannee Street MS90, Tallahassee, Florida 32399

This agreement embodies the whole agreement of the parties.

Attachments: Exhibit A (Scope of Services / Specification)

Added Attachments: Terms for Federal Aid Contracts (Appendix I) , incorporated and made a part hereof.

CONTRACTOR:

BY: Title:

Contractor Address: 2639 N. Monroe Street BLDG. C. Tallahassee, FL 32303 FEID#: F590896138

Vice President

(H-CONTRACT)

375-040-61

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION:

BY: Brian A. Blanchard, P.E. Title: Asst. Secretary for Engineering and Operations

(H-CONTRACT)

375-040-61

EXHIBIT A – SCOPE OF SERVICES / SPECIFICATION (attach additional sheets if necessary)

OBJECTIVE, SCOPE OF SERVICES / SPECIFICATION:

See attached Scope of Services, Exhibit "A"

Documentation requirements for FHWA-ER and FEMA reimbursement shall include but not be limited to: Any and all documentation required by the FHWA ER Manual, FEMA Public Assistance Guide (FEMA 322) and Terms for Federal Aid Contracts (Appendix I).

SUBCONTRACTS

The following subconsultants are authorized under this Agreement in accordance with Section 'ASSIGNMENT AND SUBCONTRACTORS. A" of this Agreement:

GGI, LLC D/B/A Genesis Group

ASSIGNMENT AND SUBCONTRACTORS

A. The Consultant will maintain an adequate and competent professional staff so as to enable Consultant to timely perform under this Agreement and must be authorized to do business with the State of Florida and may associate with it such subconsultants, for the purpose of its services hereunder, without additional cost to the Department, other than those costs negotiated within the limits and terms of this Agreement. The Consultant is fully responsible for satisfactory completion of all subcontracted work. The Consultant, however, will not sublet, assign or transfer any work under this Agreement to other than subconsultants specified in the Agreement without written consent of the Department.

METHOD OF COMPENSATION: The Contractor shall be paid in accordance with Section 3. Compensation of this agreement and as detailed below: (unit rates, incremental payments, etc.)

See attached Method of Compensation, Exhibit "B"

The Contractor shall be fully responsible for the proper billing of any federal reimbursable costs or charges, including those incurred by its contractors and subcontractors.

The Contractor agrees to promptly reimburse the Department for any and all amounts for which the Department has made payment to the Contractor if such amounts become ineligible, disqualified, or disallowed for federal reimbursement due to any act, error, omission, or negligence of the Contractor, including missing or deficient documentation of costs and charges, incomplete or insufficient submittals and/or any other reason declared by FEMA or FHWA.

The Contractor agrees that the Department may offset such amounts from payments due for work or services done under any agreement between the parties if payment from Contractor is not received by the Department after 90 days of written notice from the Department. Offsetting any amount pursuant to this paragraph shall not be considered a breach of contract by the Department.

DOCUMENTATION REQUIREMENTS FOR FHWA – ER AND FEMA REIMBURSEMENT shall include but not be limited to:

Terms for Federal Aid contracts (Appendix I)

375-040-40

05/15

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

TERMS FOR FEDERAL AID CONTRACTS (APPENDIX I):

CONTRACT (Purchase Order) # H9046

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

A. It is understood and agreed that all rights of the Department relating to inspection, review, approval, patents, copyrights, and audit of the work, tracing, plans, specifications, maps, data, and cost records relating to this Agreement shall also be reserved and held by authorized representatives of the United States of America.

B. It is understood and agreed that, in order to permit federal participation, no supplemental agreement of any nature may be entered into by the parties hereto with regard to the work to be performed hereunder without the approval of U.S.D.O.T., anything to the contrary in this Agreement not withstanding.

C. 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.

D. Nondiscrimination: The Contractor, 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 Contractor 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.

E. Solicitations for Subcontractors, including Procurements of Materials and Equipment: In all solicitations made by the

Contractor, 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 Contractor of the Contractor’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.

F. Information and Reports: The Contractor 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, the Federal Highway Administration, Federal Transit Administration, Federal Aviation Administration, and/or the Federal Motor Carrier Safety Administration to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of a Contractor is in the exclusive possession of another who fails or refuses to furnish this information the Contractor shall so certify to the Florida Department of Transportation, the Federal Highway Administration, Federal Transit Administration, Federal Aviation Administration, and/or the Federal Motor Carrier Safety Administration as appropriate, and shall set forth what efforts it has made to obtain the information.

G. Sanctions for Noncompliance: In the event of the Contractor’s noncompliance with the nondiscrimination provisions of this contract, the Florida Department of Transportation shall impose such contract sanctions as it or the Federal Highway Administration, Federal Transit Administration, Federal Aviation Administration, and/or the Federal Motor Carrier Safety Administration may determine to be appropriate, including, but not limited to:

a. withholding of payments to the Contractor under the contract until the Contractor complies, and/or

b. cancellation, termination or suspension of the contract, in whole or in part.

H. Incorporation of Provisions: The Contractor shall include the provisions of paragraphs (C) through (I) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. The Contractor shall take such action with respect to any subcontract or procurement as the Florida Department of Transportation, the Federal Highway Administration, Federal Transit Administration, Federal Aviation Administration, and/or the Federal Motor Carrier Safety Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. In the event a Contractor becomes involved in, or is threatened with, litigation with a sub-contractor or supplier as a result of such direction, the Contractor 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.

I. 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);

05/15

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

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).

J. 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.

K. Interest of Public Officials: No member, officer, or employee of the public body or of a local public body during his tenure or for one year thereafter shall have any interest, direct or indirect, in this contract or the proceeds thereof. For purposes of this provision, public body shall include municipalities and other political subdivisions of States; and public corporations, boards, and commissions established under the laws of any State.

L. Participation by Disadvantaged Business Enterprises: The Contractor shall agree to abide by the following statement from 49 CFR 26.13(b). This statement shall be included in all subsequent agreements between the Contractor and any sub-Contractor or contractor.

The contractor, sub recipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the 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 recipient deems appropriate.

M. It is mutually understood and agreed that the willful falsification, distortion or misrepresentation with respect to any facts related to the project(s) described in this Agreement is a violation of the Federal Law. Accordingly, United States Code, Title 18, Section 1020, is hereby incorporated by reference and made a part of this Agreement.

N. It is understood and agreed that if the Contractor at any time learns that the certification it provided the

Department in compliance with 49 CFR, Section 26.51, was erroneous when submitted or has become erroneous by reason of changed circumstances, the Contractor shall provide immediate written notice to the Department. It is further agreed that the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction" as set forth in 49 CFR, Section 29.510, shall be included by the Contractor in all lower tier covered transactions and in all aforementioned federal regulation.

O. The Department hereby certifies that neither the Contractor nor the Contractor's representative has been required by the Department, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this contract, to

1. employ or retain, or agree to employ or retain, any firm or person, or

2. pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind;

The Department further acknowledges that this agreement will be furnished to a federal agency, in connection with this contract involving participation of Federal-Aid funds, and is subject to applicable State and Federal Laws, both criminal and civil.

P. The Contractor hereby certifies that it has not:

1. employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above contractor) to solicit or secure this contract;

2. agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this contract; or

3. paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for me or the above contractor) any fee contribution, donation, or consideration of any kind for, or in

05/15 connection with, procuring or carrying out the contract.

The Contractor further acknowledges that this agreement will be furnished to the State of Florida Department of Transportation and a federal agency in connection with this contract involving participation of Federal-Aid funds, and is subject to applicable State and Federal Laws, both criminal and civil.

Q. Federal-aid projects for highway construction shall comply with the Buy America provisions of 23 CFR 635.410, as amended.

R. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of federally assisted construction contract” in 41 CFR Part 60-1.3 shall comply with the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.”

Exhibit “A” Scope of Services RTMC & ITS Communications for Bay, Calhoun, Franklin, Gadsden, Gulf, Holmes, Jackson, Leon, Liberty, Walton, Wakulla, and Washington Counties

A-1

I. Purpose

The Department requires Consultant services to assist the State Emergency Operations Center (SEOC); FDOT District Three; Bay, Calhoun, Franklin, Gadsden, Gulf, Holmes, Jackson, Leon, Liberty, Walton, Wakulla, and Washington Counties; and other local signal maintaining agencies in FDOT District Three to restore traffic signals and traffic signal operations, Intelligent Transportation Systems (ITS) devices, and Regional Traffic Management Center (RTMC) operations critical to essential traffic as quickly as possible after Hurricane Michael.

Services for the subject contract will be authorized as task assignments.

II. Summary of Services

The Consultant will be required to perform engineering support services, including clerical services as requested by the District, to assist in storm recovery efforts. The Consultant staff will report to the office designated by the District.

The Consultant shall have knowledge of and experience in the Federal Highway Administration Emergency Relief Program (ER), the Federal Emergency Management Agency Public Assistance Program (PA), and other applicable federal, state and/or local programs to assist the Department in its emergency response and recovery efforts. Proper documentation by the Consultant as required by FHWA and FEMA is required to ensure reimbursement to the Department from the appropriate agency.

Documentation requirements for FHWA-ER and FEMA reimbursement shall include but not be limited to: Any and all documentation required by the FHWA ER Manual, FEMA Public Assistance Guide (FEMA 322) and Terms for Federal Aid Contracts (Appendix I).

III. Responsibilities of the Department

A. The Department shall provide a Project Manager who shall be responsible for all coordination with the Consultant pertaining to all contractual matters, invoicing and reporting. The Department may also designate a manager for each Task Work Order who shall be responsible for coordinating with the Consultant Project Manager to define the specific work to be performed and the schedule for completion of each task, the Consultant staffing to be provided, and the cost. The Department Project Manager shall be responsible for approval of any additional staffing to be provided including additional consultant staff (approval must be coordinated with the Procurement Office), and shall give approval of all products and services.

B. The Department shall provide a specific Task Work Order defining the work to be accomplished and the maximum limiting amount reimbursement for the Task Work Order. The Task Work Order shall specify the Department Task Work Order Manager, when it is different from the Project Manager.

A-2

C. The Department shall furnish, without charge, the following services and data to the Consultant for the performance of the requested services:

1. All criteria and full information as to the Department’s requirements for the

Consultant’s services including objectives, constraints, budgetary limitations and time restraints.

2. All Department rules, policies, procedures, standards and other information applicable to the services.

3. All drawings, specifications, schedules, reports and other information prepared by and/or for the Department by others which are available to the Department and which the Department considers pertinent to the Consultant’s responsibilities described herein.

4. Computer and software application access (mainframe and personal) if needed by Consultant staff to perform assigned tasks. Specific computer and software access requirements will be specified in each individual Task Work Order.

5. Limited short-term office space may be provided by the Department for technical staff where close proximity with Department staff is necessary for the work being performed. Such arrangements will be made between the Consultant Project Manager and the Department Project Manager on an “as needed” basis.

IV. Responsibilities of the Consultant

A. The Consultant shall provide an overall Project Manager, acceptable to the Department, who will be the primary point of contact with the Department for the scope, schedule, manpower coordination and completion of all Task Work Orders.

The Consultant Project Manager shall appoint, with the concurrence of the Department Project Manager and Department individual Task Work Order Managers, a Consultant individual Task Work Order Manager. The Consultant Project Manager shall provide technical progress reports in a mutually agreeable format, by Task Work Order, to the Department Project Manager. These progress reports shall be the basis for evaluation and processing of invoices for payment, unless otherwise stated in the Task Work Order.

B. The Consultant shall provide sufficient staff, either the specific staff person requested or acceptable staff at defined levels of expertise as agreed to by the Department’s Task Work Order Manager, in a timely manner to complete all assigned work. If, at any time, the Department Task Work Order Manager determines that the number or expertise of particular staff assigned to a specific task is inadequate, the Department Project Manager and the Task Work Order Manager shall coordinate with the Consultant Project Manager to ensure adequate staff with the proper level of expertise is made available to ensure the timely completion of the work.

C. The Consultant shall provide and maintain an up-to-date list of staff with agreed-to classifications and approved salaries (subject to the contract Exhibit “B”) that would be available to be assigned to specific Task Work Orders. No consultant staff, except

A-3 those specifically identified in a Task Work Order or those specifically agreed to by the Department Project Manager, shall charge time to that particular Task Work Order.

D. Consultant must request approval from the Department’s Project Manager for any modifications or additions to the list of available staff prior to the initiation of any work by that individual. If applicable, new job classifications may be added to the contract via contract amendment. Consultant shall submit a copy of the resume and payroll register before new staff can be added.

E. The Consultant shall provide all agreed to services, products and documentation within the required time schedule as defined in the individual Task Work Order.

F. The Consultant shall verify to the Department Project Manager that all computers used by Consultant staff have a resident anti-virus program acceptable to the Department.

G. The Consultant shall ensure that all documents and support forms have been prepared on software approved by the Department’s Project Manager and stored as specifically agreed to in an individual Task Work Order. Specific project documentation requirements will be specified in the respective Task Work Orders.

H. The Consultant shall assist in the surveying of traffic signal damage and recovery efforts on state highways, including submitting photos of such damage and activities, and report findings to the SEOC through the ArcGIS Survey 1-2-3 mobile application.

I. The Consultant shall monitor and report on traffic signal repairs to the SEOC, D3 RTMC, and local signal maintaining agencies as assigned and requested. The Consultant shall not direct the signal repair contractor’s work or schedule, but shall make observations and note the work being performed to report to the Department and local signal maintaining agency.

J. The Consultant shall troubleshoot traffic signal devices, including signal controllers and cabinets, and make adjustments that do not require the use of heavy equipment.

The Consultant shall report these findings and troubleshooting results to the SEOC, D3 RTMC, and local signal maintaining agencies as assigned and requested.

K. The Consultant shall provide emergency timing adjustments, signal controller replacements, conflict monitor replacements and rebooting of signal controllers, detector cards and conflict monitors as needed.

L. The Consultant shall coordinate gas and oil needs and assist in restarting generators when generators shut off between scheduled service by the emergency generator contractor. This includes assistance with disconnection of generators and coordination with the onsite utility when commercial electric power is restoredCoordinate gas and

A-4 oil needs when generators shut off between scheduled service by the emergency generator contractor. Disconnect generators when commercial electric power is restored.

M. The Consultant shall assist and advise the Florida Highway Patrol and local law enforcement with manual control and returning signals to normal operation from flashing operations.

N. The Consultant shall reset controller clocks to a common time (within +/- 2 seconds of each controller) to support temporary coordination as needed and identified by the Consultant or local signal maintaining agency.

O. The Consultant shall clear light debris from traffic signal equipment. Light debris constitutes debris that can be removed without the use of heavy equipment or machinery.

P. The Consultant shall perform other services as requested by the Department.

Q. Monitor microwave tower sites and coordinating the fueling for generators.

R. Deploy the ITS trailer and Emergency Management trailer to strategic locations to support emergency operations.

S. Monitor the CCTV video feeds at SEOC and support Statewide ITS Communication Network trouble shooting.

T. Monitor video, traffic volumes data, and speed data for the restoration of essential traffic.

U. Provide emergency solutions for District Three’s Internet, Email, and telephone operations.

V. Restore ITS field devices.

W. Restore the ITS infrastructure including fiber optic communications.

X. Repair the District Three RTMC systems.

Y. Other services as requested by the DEPARTMENT.

V. Specifications

VI. The Consultant will use engineering judgement when performing the above services consistent with personnel and public safety, conditions in field, the requirements of the FHWA Emergency Procedures and Requirements, the Manual on Uniform Traffic Control Devices, the FDOT Traffic Engineering Manual, and direction provided by the SEOC, District Three, and Local Agencies Note any signal timing changes that were made and report to the Department.

A-5

VII. Personnel Qualifications

The Consultant shall assign only competent technical and professional personnel qualified by the necessary experience and education to perform assigned work and shall conduct all work in compliance with Department standards. The Consultant is responsible for ensuring that staff assigned to work under this Agreement has the training established by the Department as a prerequisite for consultant staff to perform work. If the required training is such that it can be applied by the trainee to work on other contracts, (regardless of whether or not the trainee would work on other agreements), the cost of the trainee’s time and expenses associated with the training is not directly billable to the Department on this contract, and shall only be recoverable through overhead for the Consultant firm.

VIII. Subconsultant Services

Additional subconsultants with specialized areas of expertise may be required to complete specific Task Work Order assignments. Any subconsultant to be hired and all work assignments to be performed, and all rates of compensation shall be agreed to by the Department Project Manager, Procurement Office and the Consultant Project Manager and documented in the contract file prior to any work being performed by the subconsultant. Services assigned to any subconsultants must be approved in writing and in advance by the Department Project Manager, Procurement Office, and the Consultant Project Manager in accordance with this Agreement. All subconsultants must be technically qualified by the Department to perform all work assigned to them. Additional subconsultants with specialized areas of expertise may be required to complete specific Task Work Order assignments. Any subconsultant to be hired and all work assignments to be performed, and all rates of compensation shall be agreed to by the Department Project Manager, Procurement Office and the Consultant Project Manager and documented in the contract file prior to any work being performed by the subconsultant.

Any new subconsultant must be added to the contract via contract amendment (in coordination with the Procurement Office) prior to any issuance of work on a Task Work Order.

IX. Consultant Not Employee or Agent

The Consultant and its employees, agents, representatives, or subconsultants/subcontractors are not employees of the Department and are not entitled to the benefits of State of Florida employees. Except to the extent expressly authorized herein, Consultant and its employees, agents, representatives, or subconsultants/subcontractors are not agents of the Department or the State for any purpose or authority such as to bind or represent the interests thereof, and shall not represent that it is an agent or that it is acting on the behalf of the Department or the State. The Department shall not be bound by any unauthorized acts or conduct of Consultant.

X. Ownership of Works and Inventions

A-6

The Department shall have full ownership of any works of authorship, inventions, improvements, ideas, data, processes, computer software programs, and discoveries (hereafter called intellectual property) conceived, created, or furnished under this Agreement, with no rights of ownership in Consultant or any subconsultants/subcontractors. Consultant and subconsultants/subcontractors shall fully and promptly disclose to the Department all intellectual property conceived, created, or furnished under this Agreement. Consultant or subconsultant/subcontractor hereby assigns to the Department the sole and exclusive right, title, and interest in and to all intellectual property conceived, created, or furnished under this Agreement, without further consideration. This Agreement shall operate as an irrevocable assignment by Consultant and subconsultants/subcontractors to the Department of the copyright in any intellectual property created, published, or furnished to the Department under this Agreement, including all rights thereunder in perpetuity. Consultant and subconsultants/subcontractors shall not patent any intellectual property conceived, created, or furnished under this Agreement. Consultant and subconsultants/subcontractors agree to execute and deliver all necessary documents requested by the Department to effect the assignment of intellectual property to the Department or the registration or confirmation of the Department’s rights in or to intellectual property under the terms of this Agreement. Consultant agrees to include this provision in all its subcontracts under this Agreement.

B-1

EXHIBIT “B”

METHOD OF COMPENSATION

1.0 PURPOSE

This exhibit defines the method and limits of compensation to be made to the Consultant for the services described in…