CN-550000-H9057-0001.pdf

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

EMERGENCY CONTRACT

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Contract #: H9057 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 Agreement 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 # 22-218, 22-219 dated September 23 , 2022, and amendments thereto, Re: Hurricane Ian 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 TransCore ITS, LLC hereinafter called “Contractor”, hereby agree as follows:

1. SERVICES AND PERFORMANCE: In connection with Emergency Support of The Florida ITS Operations Network Related to Hurricane Ian , the Department does hereby retain the Contractor to furnish certain services, information, and items as described in Exhibit A, attached hereto and made part of this Agreement. 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 September 30 , 2022, and shall complete all work required by this Agreement on or before September 30 , 2023.

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.

Bills for fees or other compensation for services or expenses shall be submitted to the Department in detail sufficient for a proper preaudit and postaudit thereof. The bills for any travel expenses, when authorized by the terms of this Agreement and by the Department’s Project Manager, shall be submitted on the Department’s Travel Form No. 300-000-06 and will be paid in accordance with Section 112.061, F.S., and the most current version of the Disbursement Handbook for Employees and Managers.

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 Contractor. Interest penalties of less than one (1) dollar shall not be enforced unless the Contractor requests payment. Invoices which have to be returned to a Contractor because of Contractor 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 Contractor is unsatisfactory, the Department shall notify the Contractor of the deficiency to be corrected, which correction shall be made within a time-frame to be specified by the Department. The Contractor shall, within five (5) days after notice from the Department, provide the Department with a corrective action plan describing how the Contractor 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 Contractor 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 Contractor resolves the deficiency. If the deficiency is subsequently resolved, the Contractor may bill the Department for the retained amount during the next billing period. If the Contractor is unable to resolve the deficiency, the funds retained will be forfeited at the end of the agreement period.

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Records of costs incurred under the 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 thirty (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 CONTRACTOR’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 Counsel9057 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.

A Contractor 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 Contractor 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 Contractor submitted a false certification under Section 287.135 of the Florida Statutes, the Department shall either terminate this Agreement after it has given the Contractor notice and an opportunity to demonstrate the Department’s determination of false certification was in

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error pursuant to Section 287.135 of the Florida Statutes, or maintain this Agreement 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 written 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 this Agreement to create in the public or any member thereof, a third party beneficiary under this Agreement, 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.

The services provided under this Agreement are for professional or contractual services. The provisions referenced in Appendix I are hereby incorporated and made part of this Agreement.

Any work for which Federal-aid funds are used (including emergency and permanent repairs for Emergency Relief [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.

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.”

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

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10. LIABILITY INSURANCE: (check below, if appropriate) The Contractor shall carry and keep in force during the term 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 damage insurance of at least $ each occurrence, for the services to be rendered in accordance with this Agreement.

The amount of professional liability insurance to be maintained according to this Agreement is $ .

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. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION: (Compliance with 2CFR, Parts 180 and 1200).

(1) The Contractor certifies that:

(a) Neither the Contractor nor its principals are presently suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency.

13. CERTIFICATION FOR DISCLOSURE OF LOBBYING ACTIVITIES ON FEDERAL AID CONTRACTS: (Compliance with 49CFR, Section 20.100 (b))

(1) The Contractor certifies that:

(a) No Federal appropriated funds have been paid or will be paid, by or on behalf of the Contractor, 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 Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Agreement, the Contractor shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities".

(2) This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

(3) The Contractor also agrees by submitting his or her proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly.

14. TRUTH IN NEGOTIATIONS: The Contractor certifies that:

Pursuant to Section 287.055(5)(a), Florida Statutes, for any lump-sum or cost-plus-a-fixed fee professional services contract over the threshold amount provided in Section 287.017, Florida Statutes for CATEGORY FOUR, the Contractor hereby certifies, covenants, and warrants that wage rates and other factual unit costs supporting the compensation for this Agreement are accurate, complete, and current at the time of contracting.

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The Contractor further agrees that the original agreement price and any additions thereto shall be adjusted to exclude any significant sums by which the Department determines the agreement price was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. All such agreement adjustments shall be made within one (1) year following the end of the Agreement. For purposes of this certification, the end of the Agreement shall be deemed to be the date of final billing or acceptance of the work by the Department, whichever is later.

15. SCRUTINIZED COMPANIES LISTS:

Section 287.135, Florida Statutes prohibits a Contractor from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal, the Contractor 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 a Contractor from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of $1,000,000 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 Section 215.473, Florida Statutes.

The Contractor certifies that it is not listed on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the Scrutinized Companies that Boycott Israel List. The Contractor further certifies that it is not engaged in a boycott of Israel. Pursuant to Section 287.135, Florida Statutes, the submission of a false certification may subject the Contractor to civil penalties, attorney’s fees, and/or costs.

16. CONSULTANTS:

1. shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Consultant during the term of the contract; and

2. shall expressly require any subconsultants/subcontractors performing work or providing services pursuant to the state contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subconsultant/subcontractor during the contract term; and

3. shall adhere to requirements in section 448.095, Florida Statutes.

17. MISCELLANEOUS:

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

Invoices are to be mailed to: Kenneth Shiver 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:

Name Contractor Address: 6021 Orient Rd. Tampa, FL 33610 FEID#: F943198006

STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION:

BY: Title: Chief Engineer

Name

DocuSign Envelope ID: E554DF60-916E-44FF-8153-8AF8311A9469

VP, Controller

Michael P Crotty

Dan L. Hurtado

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

OBJECTIVE, SCOPE OF SERVICES / SPECIFICATION:

See Attached Exhibit A - Scope of Services

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).

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 (Generally 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)

Appendix I Terms and Conditions, as applicable and in accordance with Section 9.

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Instructions for Certification

Instructions for Certification - Lower Tier Participants:

(Applicable to all subcontracts, purchase orders and other lower tier transactions requiring prior FHWA approval or estimated to cost $25,000 or more - 2 CFR Parts 180 and 1200)

a. By signing and submitting this proposal, the prospective lower tier is providing the certification set out below.

b. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department, or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment.

c. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous by reason of changed circumstances.

d. The terms "covered transaction," "debarred," "suspended," "ineligible," "participant," "person," "principal," and "voluntarily excluded," as used in this clause, are defined in 2 CFR Parts 180 and 1200. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. “First Tier Covered Transactions” refers to any covered transaction between a grantee or subgrantee of Federal funds and a participant (such as the prime or general contract). “Lower Tier Covered Transactions” refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts). “First Tier Participant” refers to the participant who has entered into a covered transaction with a grantee or subgrantee of Federal funds (such as the prime or general contractor). “Lower Tier Participant” refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers).

e. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated.

f. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the $25,000 threshold.

g. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any lower tier prospective participants, each participant may, but is not required to, check the Excluded Parties List System website (https://www.epls.gov/), which is compiled by the General Services Administration.

h. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.

i. Except for transactions authorized under paragraph e of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment.

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STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

TERMS FOR FEDERAL AID CONTRACTS (APPENDIX I):

CONTRACT (Purchase Order) # H9057

During the performance of this Agreement, 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 Florida Department of Transportation 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. Department of Transportation (hereinafter “USDOT”), not withstanding anything to the contrary in this Agreement.

C. Compliance with Regulations: The Contractor shall comply with the regulations relative to nondiscrimination in Federally-assisted programs of the 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 Agreement, 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 Agreement 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 Agreement 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 Agreement, 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 Agreement until the Contractor complies, and/or

b. cancellation, termination or suspension of the Agreement, 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

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STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

TERMS FOR FEDERAL AID CONTRACTS (APPENDIX I):

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); 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 USDOT 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 Agreement or to any benefit arising therefrom.

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 (“DBE”): The Contractor shall agree to abide by the following statement from 49 CFR 26.13(b). The statement that follows 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.”

Pursuant to 49 CFR 26.11(c) , the Contractor shall submit the bid opportunity list at the time of contract execution, and shall enter DBE commitment and payment information in the Florida Department of Transportation’s Equal Opportunity Compliance (EOC) system. The Contractor shall request access to the EOC system using Form No. 275-021-30.

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 Florida Department of Transportation 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 Florida Department of Transportation. 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.

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STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION

TERMS FOR FEDERAL AID CONTRACTS (APPENDIX I):

O. The Florida Department of Transportation hereby certifies that neither the Contractor nor the Contractor's representative has been required by the Florida Department of Transportation, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this Agreement, 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 Florida Department of Transportation further acknowledges that this Agreement will be furnished to a federal agency, in connection with this Agreement 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 to solicit or secure this contract (except a bona fide employee or Agency); or

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 any fee contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out the contract (except a bona fide employee or Agency).

The Contractor further acknowledges that this Agreement will be furnished to the 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 (where applicable).

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” (where applicable).

STATE OF FLORIDA

DEPARTMENT OF TRANSPORTATION

EMERGENCY SUPPORT OF THE

FLORIDA ITS OPERATIONS NETWORK

RELATED TO HURRICANE IAN

EXHIBIT A

SCOPE OF SERVICES

A - 1

1. SCOPE OF SERVICES

The Florida Department of Transportation (FDOT) requires responsive support, repair, and restoration of the Florida ITS Operations Network (FION), which consists of the microwave and fiber optic transmission infrastructure, the statewide multi-protocol multi-service data transport network, land mobile radio (LMR) infrastructure, weather stations, generators, and the towers and facilities that support and house the network equipment. The FION equipment will include but not be limited to:

The microwave radios, microwave antenna systems, fiber optic transmission equipment, battery power plants, towers, equipment shelters, site compound facilities, and other communications facilities including fences and gates

Emergency generator and fuel systems in support of the FION

The multi-protocol multi-service data transport equipment that is collocated with the microwave radio stations and fiber optic transmission sites

The FION automated Network Management System

The LMR radio base stations, LMR antenna systems, and the LMR network interface and control systems

The weather station package consisting of a NOAA GOES satellite uplink radio, weather data logging equipment, and an ultrasonic wind velocity sensor.

The NOAA GOES Direct Readout Ground Stations

The Vendor shall provide all necessary and requested services to ensure responsive support, repair, and restoration of the Florida ITS Operations Network (FION), and other related services as requested by the Department.

2. MATERIAL AND WORKMANSHIP

All equipment and component parts used for repairs and/or restorations shall be new or factory refurbished, and compatible for their intended use. However, the Department Project Manager may authorize use of a particular used part if it is determined that a used part is acceptable in a particular instance.

All equipment and component parts installed as additions to the system shall be verified by the Vendor as new and be in an operable condition at the time of delivery and installation.

Defective parts encountered during installation work will be replaced with new working parts by the Vendor.

All parts shall be of high-quality workmanship and utilize the most current technology available. No part or attachment shall be substituted or applied contrary to the manufacturer’s recommendations and standard practices.

A - 2

3. Disaster Reporting

The Vendor may be asked to assist in providing the Department a Detailed Damage Inspection

Report (DDIR) FHWA Form Number 1547 after the occurrence of a disaster, natural or otherwise.

This DDIR shall include an individual site analysis with all necessary information including but not limited to the following:

1. Device Location.

2. Date and time of visit.

3. Description of failure or issue.

4. Site conditions noted, i.e., submerged, structure down, no power.

5. Site needs analysis (if possible).

6. Photo documentation (digital only).

7. Damaged parts list: type, model, serial number, property sticker number and APL number (if applicable).

8. Replacement parts list: type, model, serial number, property sticker number and APL number (if applicable).

9. Repair cost breakdown.

10. General notes

4. INVOICING

The services provided shall be subject to the terms and conditions defined in each assigned Task Work Order (TWO). Payment for services provided for each task will be made in accordance with the attached, Exhibit B-Method of Compensation upon acceptance of the work and the invoice by the Department. Service may be rendered on a maximum limiting amount, or lump sum work order basis for tasks provided.

The Vendor shall be allowed to charge (including mark-up costs) for any specialized materials or equipment not normally used for this TWO upon prior approval by the

Department’s Project Manager.

A 10% mark-up will be allowed on the cost of approved expenses upon prior authorization from the Department.

5. EMPLOYEE BACKGROUND INVESTIGATION AND I.D. BADGES

Support of secure facilities is part of this contract. Therefore, the Vendor will be required to provide employees and agents that can, as a minimum requirement, be authorized security clearance by the Florida Department of Law Enforcement (FDLE) to enter secure

Law Enforcement sites such as the Florida Highway Patrol (FHP) facilities and sites where

Law Enforcement systems are collocated with the Department’s FION infrastructure or the FION fixed site equipment.

A - 3

Background checks will be conducted by law enforcement for all employees and agents of the Vendor that perform or supervise maintenance under this contract. Any new employee will be denied access to these facilities unless and until a background investigation has been completed for this individual. The Vendor will be responsible for publishing and providing photo I.D. badges to all employees given security clearance by the Department. Vendor employees not wearing current photo I.D. badges shall be denied access to secure sites.

All I.D. badges must include, as a minimum, the full name of the employee, employer, employer address and phone number, FDOT Contract number, signature, and expiration date. The expiration date on the badge must be the expiration date of the Contract unless necessary to provide services under another agreement. Only personnel that have been background checked and approved by the Department Project Manager in writing can be issued this identification badge. New badges must be issued in the event the Department extends the Vendor's contract for a second contract term.

The Department reserves the right to prevent or limit site access to any person that has either not submitted to a background investigation or that the background investigation has revealed that there is a security risk with that person. The Vendor can submit, in writing to the Department Project Manager, a request to allow a Vendor employee who does not have security clearance to enter a secure site provided this employee is accompanied by another Vendor's employee that does have security clearance with the understanding that the Vendor will be responsible for each of the Vendor's employees and the security cleared employee will be revoked clearance if the Department finds that the cleared employee is allowing non-cleared personnel to enter secure sites without the written approval of the Department Project Manager.

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…