CO_-_Term_Contract_-_TRANSPORTATION_MANAGEMENT_DESIGN,_INC._-_Contract_SR_2100_-_6-30-2021.pdf

TERM CONTRACT FOR

FIXED ROUTE SCHEDULE BUILDING, RUN CUTTING AND ROSTERING

SERVICES

THIS TERM CONTRACT is made and entered into as of the date of execution by both parties, by and between Sarasota County, a political subdivision of the State of Florida, hereinafter referred to as the uCounty,fl and Transportation Management & Design, Incorporated, a California corporation authorized to do business in the State of Florida, hereinafter referred to as “Contractor.”

WITN ESSETH

WHEREAS, the County requires the services of a contractor to perform fixed route schedule building, run cutting and rostering services; and, WHEREAS, the County issued Invitation for Bids fIFE) #212100LT on March 18, 2021; and, WHEREAS, the County evaluated the responses received and found the Contractac qualified to perform the necessary services; and, WHEREAS, the County approved a Notice of Recommended Award on April 27, 2021;

and, WHEREAS, the Contractor has reviewed the services required pursuant to this Term Contract and is qualified, willing, and able to provide and perform all such services in accordance with its terms.

NOW, THEREFORE, the County and the Contractor, in consideration of the mutual covenants contained herein, do agree as follows:

I. CONTRACTOR’S SERVICES

The Contractor agrees to diligently provide all materials, services, and labor for fixed route schedule building, run cutting and rostering services in accordance with the scope of services made part of this Term Contract as Exhibit A, attached hereto, and incorporated herein.

IL TERM

This Term Contract shall commence immediately upon execution by both the County and the Contractor and shall continue for a period of three years. This Term Contract may be renewed for up to two additional one-year periods subject to written agreement of both parties.

III. COMPENSATION AND PAYMENT OF CONTRACTOR’S SERVICE

A. The County shall pay the Contractor for the services rendered hereunder and completed in accordance with the,terms and conditions of this Term Contract a total amount not to exceed Ninety-Nine Thousand Five Hundred Dollars and Zero Cents ($99,500.00) for the initial three-year term.

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B. Notwithstanding the preceding, Contractor shall perform no work under this Term Contract until receipt of a purchase order from the County. Contractor acknowledges and agrees that no minimum amount of work is guaranteed under this Term Contract and County may elect to issue no purchase orders. If a purchase order is issued, the County reserves the right to amend, reduce or cancel the purchase order in its sole discretion.

C. The County’s performance and obligation to pay under this Term Contract is contingent upon an appropriation of lawfully avaitabte funds by the Board of County Commissioners. The County shall promptly notify the Contractor if the necessary appropriation is not made.

IV. METHOD OF PAYMENT

A. The County shall pay the Contractor through payment issued by the Clerk of the Circuit Court in accordance with the Local Government Prompt Payment Act, §218.70, et seq. F.S., upon receipt of the Contractor’s invoice and written approval of same by the County’s Administrative Agent indicating that services have been rendered in conformity with this Term Contract.

B. The Contractor shall submit invoices for payment to the address indicated on the purchase order for those specific services provided pursuant to Exhibit B, Fee Schedule, attached hereto and incorporated herein.

C. The Contractor’s invoices shall be in a form satisfactory to the Clerk of the Circuit Court, who shall initiate disbursements. The Contractor is responsible for providing all necessary documentation that may be requited by the County.

V. ADDITIONAL SERVICES

A. No changes to this Term Contract or the performance contemplated hereunder shall be made unless the same are in writing and signed by both the Contractor and the County.

B. If the County’s Administrative Agent requires the Contractor to perform additional services related to this Term Contract, then the Contractor shall be entitled to additional compensation based on the Fee Schedule, as amended, to the extent necessary to accommodate such additional work.

The additional compensation shall be agreed upon before commencement of any additional services or changes and shall be incorporated into this Term Contract by written amendment. The County shall not pay for any additional service or work performed before a written amendment to this Term Contract.

Notwithstanding the preceding, in the event additional services are required

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as a result of error, omission or negligence of the Contractor, the Contractor shall not be entitled to additional compensation.

VI. LIABILITY OF CONTRACTOR

A. The Contractor shall save, defend, indemnify, and hold harmless the County from and against any and all claims, actions, damages, fees, fines, penalties, defense costs, suits or liabilities which may arise out of any act, neglect, error, omission, or default of the Contractor arising out of or in any way connected with the Contractor or subcontractor’s performance or failure to perform under the terms of this Term Contract.

B. This section shall survive the termination or expiration of this Term Contract.

VII. CONTRACTOR’S INSURANCE

Contractor shall procure and maintain insurance as specified in Exhibit C, Insurance Requirements, attached hereto and made a part of this Term Contract.

VIII. RESPONSIBILITIES OF THE CONTRACTOR

A. The Contractor shall comply with Exhibit D, Grant Funded Contract Provisions, attached hereto and incorporated herein.

B. The personnel assigned by the Contractor to perform services shall comply with the terms set forth in this Term Contract. The Contractor shall ensure that all personnel and other agents are fully qualified and capable to perform their assigned tasks.

C. The Contractor agrees to respond to communication from the County within three working days unless a shorter response time is specified by the County.

D. The Contractor warrants that it has not employed or retained any company or person (other than a bona fide employee working solely for the Contractor), to solicit or secure this Term Contract and that it has not paid or agreed to pay any person, company, corporation, individual, or firm other than a bona fide employee working solely for the Contractor; any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award of this Term Contract.

E. The Contractor covenants and agrees that it and its employees shall be bound by the Ethical Standards as set forth in the Sarasota County Procurement Manual. The Contractor agrees to incorporate the provisions of this paragraph in any subcontract into which it might enter with reference to the work performed.

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F. Contractor agrees that it and its employees shall communicate with County employees and members of the public in a civil manner. All aspects of a Contractor’s performance, including complaints received from County employees or members of the public, may impact the County’s decision to renew or terminate this Term Contract in accordance with the provisions contained herein. The County further reserves the right to suspend or debar the Contractor from consideration for award of future contracts in accordance with the Sarasota County Procurement Code if the Contractor does not abide by the terms of this subsection.

G. Pursuant to §287.133(2)(a), ES., a person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity in excess of the threshold amount provided in §287.017 for CATEGORY TWO for a period of 36 months following the date of being placed on the convicted vendor list.

H. The Contractor shall comply with all federal, state, and local laws, regulations, and ordinances applicable to the work or payment for work thereof, and shall not discriminate on the grounds of race, color, religion, sex, or national origin in the performance of work under this Term Contract.

I. The Contractor shall maintain books, records, documents, and other evidence directly pertaining to or connected with the services under this Term Contract which shall be available and accessible at the Contractor’s offices for the purpose of inspection, audit, and copying during normal business hours by the County, or any of its authorized representatives.

Such records shall be retained for a minimum of five (5) fiscal years (from October to September) after completion of the services.

]. §287.135, F.S., prohibits agencies from contracting with companies for goods or services that are on the Scrutinized Companies that Boycott Israel List, or with companies that are engaged in a boycott of Israel, and from contracting with companies for goods or services of $1,000,000 or more that are on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or are engaged in business operations in Cuba or Syria. The lists are created pursuant to §215.473 and §215.4725, F.S. Contractor certifies that it is not listed on the Scrutinized Companies that Boycott Israel List, the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, and is

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not engaged in a boycott of Israel or engaged in business operations in Cuba or Syria, and understands that pursuant to §287.135, F.S., the submission of a false certification may subject Contractor to civil penalties, attorney’s fees, and/or costs. In accordance with §287.135, F.S., the County may terminate this Contract if a false certification has been made, or the Contractor is subsequently placed on any of these lists or engages in a boycott of Israel or is engaged in business operations in Cuba or Syria.

K. The Contractor shall notify the County’s Administrative Agent at least one

(1) day in advance of any meeting between the Contractor and any County Commissioner, regulatory agency or private citizen related to this Term Contract.

L. The Contractor is, and shall be, in the performance of all work, services and activities under this Term Contract, an independent contractor. Contractor is not an employee, agent or servant of County and shall not represent itself as such. All persons engaged in any work or services performed pursuant to this Term Contract shall at all times, and in all places, be subject to the Contractor’s sole direction, supervision, and control. The Contractor shall exercise control over the means and manner in which it and its employees perform the work, and in all respects the Contractor’s relationship and the relationship of its employees to the County shall be that of an independent contractor and not as employees of the County. The Contractor shall be solely responsible for providing benefits and insurance to its employees.

IX. FORCE MAJEURE

The Contractor specifically agrees that all work performed under the terms and conditions of this Term Contract shall be completed within the time limits as set forth herein, or as otherwise identified in the County’s purchase order or specified by the County’s Administrative Agent, subject only to delays caused by force majeure, or as otherwise defined herein. “Force majeure” shall be deemed to be any cause affecting the performance of this Term Contract arising from or attributable to acts, events, omissions, or accidents beyond the reasonable control of the parties.

X. OBLIGATIONS OF COUNTY

A. The County’s Administrative Agent is designated to do all things necessary to properly administer the terms and conditions of this Term Contract, including, but not limited to:

1. Review of all Contractor payment requests for approval or rejection.

2. Periodic reviews of the work of the Contractor as necessary for the completion of the Contractor’s services during the period of this Term Contract.

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B. The County shall not provide any services to the Contractor in connection with any claim brought on behalf of or against the Contractor.

XL TERMINATION

A. The County shall have the right at any time upon thirty (30) calendar days’ written notice to the Contractor to terminate the services of the Contractor for convenience. The County shall pay to the Contractor and the Contractor shall accept as full payment for its services, a sum of money equal to the work completed in any commenced but incomplete services.

B. Any failure of the Contractor to satisfy the requirements of this Term Contract, as documented by the Administrative Agent, shall be considered a default of the Term Contract and sufficient reason for termination.

1. For defaults that are curable (as determined by the County), the Contractor shall be notified in writing by the County and shall have an opportunity to cure such default(s) within ten (10) working days after notification.

2. For defaults that are not curable (as determined by the County), notice of the termination date shall be given as deemed appropriate by the County.

C. In the event the County’s termination of this Term Contract for default is in any way deficient, at the option of the County such termination shall be deemed to be a termination for convenience pursuant to Section XI.A.

above.

D. The parties may mutually agree to terminate this Term Contract. Such termination shall be evidenced by a notice issued by the County. The County shall pay to the Contractor and the Contractor shall accept as full payment for its services, a sum of money equal to the work completed in any commenced but incomplete services.

E. In the event that the Contractor has abandoned performance under this Term Contract, then the County may terminate this Term Contract upon three (3) calendar days’ written notice to the Contractor indicating its intention to do so. Payment for work performed prior to the Contractor’s abandonment shall be as stated above. Contractor shall have one hundred and eighty (180) days to submit invoices. Invoices submitted after one hundred and eighty (180) days may not be accepted for payment.

F. The Contractor shall have the right to terminate services only in the event of the County failing to pay the Contractor’s properly documented and submitted invoice within ninety (90) calendar days of the approval by the County’s Administrative Agent.

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G. The County reserves the right to terminate and cancel this Term Contract in the event the Contractor shall be placed in either voluntary or involuntary bankruptcy or an assignment be made for the benefit of creditors.

H. After consultation with and written notice to the Contractor providing a reasonable opportunity to cute, the County shall have the right to refuse to make payment, in whole or part due to:

1. The quality of a portion, or all, of the Contractor’s work not performed in accordance with the requirements of this Term Contract;

2. The quantity of the Contractor’s work not delivered or performed as represented in the Contractor’s Payment Request, or otherwise;

3. Claims made, or likely to be made, against the County or its property;

4. Damages to the County or a third party caused by the Contractor;

5. The Contractor’s failure or refusal to perform any other obligation under this Term Contract.

XII. DISPUTE RESOLUTION

A. To the extent Chapter 558, F.S. is applicable, the parties expressly opt out of the requirements of Chapter 558, F.S., within the meaning of §558.005(1), F.S.

B. In the event of a dispute or claim arising out of this Term Contract, the parties agree first to try in good faith to settle the dispute by direct discussion. If this is unsuccessful, the parties may enter into mediation in Sarasota County, Florida, with the parties sharing equally in the cost of such mediation.

C. In the event mediation, if attempted, is unsuccessful in resolving a dispute, the parties may proceed to litigation as set forth below.

D. Any dispute, action or proceeding arising out of or related to this Term Contract will be exclusively commenced in the state courts of Sarasota County, Florida, or where proper subject matter jurisdiction exists in the United States District Court for the Middle District of Florida. Each party irrevocably submits and waives any objections to the exclusive personal jurisdiction and venue of such courts, including any objection based on forum non conveniens.

E. The parties hereby waive all rights to trial by jury for any litigation concerning this Term Contract.

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F. This Term Contract and the tights and obligations of the parties shall be governed by the laws of the State of Florida without regard to its conflict of laws principles.

G. Unless otherwise agreed in writing, the Contractor shall be required to continue its services and all other obligations under this Term Contract during the pendency of claim or dispute including, but not limited to, actual period of mediation or judicial proceedings.

XIII. STOP WORK ORDER

The County’s Administrative Agent may at any time, by written order to the Contractor, requite the Contractor to stop all or any part of the work called for by this Term Contract. Any order shall be identified specifically as a stop work order issued pursuant to this clause. This order shall be effective as of the date the order is delivered to the Contractor. Upon receipt of such an order, the Contractor shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. The Contractor shall not resume work unless specifically so directed in writing by the County. The Administrative Agent shall take one of the following actions:

1. Cancel the stop work order; or

2. Terminate the work covered by the order; or

3. Terminate the Term Contract in accordance with provisions contained in Section XI.A.

In the event the County determines to not direct the Contractor to resume work, the stop work order may be converted into a notice of termination for convenience pursuant to Section XI.A. The notice period for such termination shall be deemed to commence on the date of issuance of the stop work order.

In the event the County does not direct the Contractor to resume work within ninety (90) days, the Contractor may terminate this Term Contract.

XIV. PUBLIC RECORDS

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 CONTRACT, CONTACT

THE CUSTODIAN OF PUBLIC RECORDS AT:

Sarasota County Public Records office 1660 Ringling Blvd.

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Sarasota, FL 34236

Phone: 941-861-5886 Email: nublicrecordsscaov.net

XV. MISCELLANEOUS

A. This Term Contract constitutes the sole and complete understanding between the parties and supersedes all other contracts between them, whether oral or written with respect to the subject matter. No amendment change or addendum to this Term Contract is enforceable unless agreed to in writing by both parties and incorporated into this Term Contract.

B. Time is of the essence with regard to each and every aspect of the Contractor’s performance under this Term Contract.

C. The language of this Term Contract shall be construed, in all cases, according to its fair meaning and not for or against any party hereto.

D. The parties hereto do not intend nor shall this Term Contract be construed to grant any rights, privileges, or interest to any third party.

E. The Contractor shall not assign any interest in this Term Contract and shall not transfer any interest in same (whether by assignment or novation) without the prior written consent of the County, except that claims for the money due or to become due to the Contractor from the County under this Term Contract may be assigned to a financial institution or to a trustee in bankruptcy without such approval from the County. Notice of any such transfer or assignment due to bankruptcy shall be promptly given to the County.

F. The exercise by either party of any rights or remedies provided herein shall not constitute a waiver of any other rights or remedies available under this Term Contract or any applicable law.

G. If any term, condition, or covenant of this Term Contract is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Term Contract shall be valid and binding on each party.

H. The parties covenant and agree that each is duly authorized to enter into and perform this Term Contract and those executing this Term Contract have all requisite power and authority to bind the parties.

I. Neither the County’s review, approval, or acceptance of, nor payment for, the services required under this Term Contract shall be construed to

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operate as a waiver of any rights under this Term Contract or of any cause of action arising out of the performance of this Term Contract.

]. The rights and remedies of the County provided for under this Term Contract are in addition to any other rights and remedies provided by law.

J

K. If the Contractor is comprised of more than one legal entity, each entity shall be jointly and severally liable hereunder.

L. This Term Contract may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.

M. The County may unilaterally extend this Term Contract up to ninety (90) days beyond its expiration. The unit prices in effect on the last day of this Term Contract shall remain in effect for the extension period.

N. Any notices of default or termination shall be sufficient if sent by the parties via United States certified mail, postage paid, or via a nationally recognized delivery service, to the addresses listed below:

Contractor’s Representative: County’s Administrative Agent:

Name: China Langer Name: Sarah Blanchard

Title: President Title: Planner

Address: 2701 Loker Ave. West, Address: 5303 Pinkney Ave.

Carlsbad, CA 92010 Sarasota, FL 34233

Telephone: (760) 496-9600 Ext. Telephone: (941) 861-1045

E-mail: clanger@tmdinc.net E-Mail: sblancha@scgov.net

0. Any change in the County’s Administrative Agent or the Contractor’s Representative will be promptly communicated by the party making the change.

P. Paragraph headings are for the convenience of the parties and for reference purposes only and shall be given no legal effect.

Q. The solicitation and all attachments and addenda thereto are hereby incorporated in the Term Contract by reference.

R. In the event of conflicts or inconsistencies, the documents shall be given precedence in the following order:

1. Term Contract

2. Solicitation

3. County’s Purchase Order

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IN WITNESS WHEREOF, the parties have executed this Term Contract as of the date last below written.

TRANSPORTATION MANAGEMENT &

DESIGN, INCORPORATED

Signed By:________________________

Print Name: ThIM Lan,bI.Pf

Date: Jte. aI,262-I

Title: 0 Sole Proprietor E”resident 0 CEO 0 VP U General Partner U LLC Auth. Member/Manager U Other_________________________ (attach proof of authority)

SARASOTA COUNTY

BOARD OF COUNTY COMMISSIONERS

OF SARASOTA COUNTY, FLORIDA

By:___________ Jennifer Slusarz, c!gQ CPPB

Procurement Official

Date: 301ZL72_ Executed by the Procurement Official pursuant to Chapter 5 of the Sarasota County Procurement Manual

Approved as to form and corre ness:

By: fl County Attorney

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EXHIBIT A

SCOPE OF SERVICES

1. SCOPE OF WORK

A. The Contractor shall provide fixed route schedule building, run cutting, and rosteting services as needed by Sarasota County Area Transit (SCAT), using SCAT provided Trapeze FX and Blockbuster software via remote access.

B. The services needed for each scheduling/run cutting service may include, but are not limited to:

Create new sign-up.

ii. Changes to bus stop/node designations.

iii. Changes to routes, schedules, patterns, and associated tracing.

iv. Changes to trips and timing.

v. Changes to blocking and deadheads.

vi. Cut blocks required to meet work force availability.

vii. Creation of service exceptions.

viii. Create extra board pieces, perform updates to extra board data.

ix. Confirm accuracy and integrity of all Sign-Up data and correct data as needed.

x. Perform cutting of all blocks with consideration to Sarasota County’s Collective Bargaining Agreement, County staff input, and in accordance with all Sarasota transit management guidelines and current state of the art run cutting practices for the public transit industry using Trapeze Blockbuster.

xi. Perform rostering of all cut runs with consideration to Sarasota County’s Collective Bargaining Agreement, County staff input, and in accordance with all Sarasota transit management guidelines and current state of the art scheduling practices for the public transit industry using Trapeze FX.

xii. Establish fleet requirements.

xiii. Ensure accuracy of costing data throughout the process and in the finished product.

xiv. Ensure that shuttle assignments are complete, accurate and do not exceed the limitations given.

xv. Ensure that the Trapeze Blockbuster (custom) paddle product is complete and accurate.

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EXHIBIT A

SCOPE OF SERVICES

xvi. Import Sign-Up into Trapeze OPS and provide related changes to FX/Blockbuster as needed.

xvii. Input work bid results.

a. SCAT to provide Contractor with bid results.

b. SCAT to validate bid data has been entered accurately.

xviii. Export data necessary for General Transit Feed Specification (GTFS) and Trapeze Standard Data Export (TSDE) and verify accuracy of data in the export and make any adjustment required to correct the data.

xix. Perform corrections and changes as needed throughout each sign up.

2. HOURS OF WORK

To secure information or direction from SCAT, the Contractor shall be available during SCAT’s normal Business Hours defined as Monday through Friday 7:00 a.m. — 5:00 p.m., Eastern Standard Time (EST), except County observed H 01 idays.

3. INVOICING

Contractor shall invoice monthly upon a percentage completion of each fixed route scheduling/run cutting and rostering services at the fixed fee listed on Exhibit B, Fee Schedule.

(END EXHIBIT A)

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EXHIBIT B

FEE SCHEDULE

UNIT OF UNITITEM DESCRIPTION

MEASURE PRICE

Fixed Route Schedule Building, Run 1 Cutting and Rostering Services pursuant to each $8,500.00

Exhibit A, Scope of Services

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EXHIBIT C

INSURANCE REQUIREMENTS

For purposes of this Exhibit C, the terms wVendor,I “Contractor” and “Consultant” shall be interchangeable and the terms “Contract,” “Term Contract” and “Agreement” shall be interchangeable.

CONTRACTOR’S INSURANCE

Contractor shall, on a primary basis and at its sole expense, maintain in full force and effect, at all times during the life of this Contract, insurance coverage (including endorsements) and limits as described herein. These requirements, as well as the County’s review or acceptance of insurance maintained by Contractor, are not intended to and shall not in any manner limit or qualify the liabilities or obligations assumed by Contractor under this Contract.

Insurance requirements itemized in this Contract and requited of the Contractor shall extend to all subcontractors to cover their operations performed under this Contract.

The Contractor shall be responsible for any modifications, deviations, or omissions in these insurance requirements as they apply to subcontractors.

Insurance carriers providing coverage required herein must be licensed to conduct business in the State of Florida and must possess a current A.M. Best’s Financial Strength Rating of A- Class VII or better.

Each insurance policy required by this Contract shall apply separately to each insured against whom claim is made and suit is brought, except with respect to limits of the insurer’s liability.

The Contractor shall be solely responsible for payment of all premiums for insurance contributing to the satisfaction of this Contract and shall be solely responsible for the payment of all deductibles and retentions to which such policies are subject.

Contractor shall furnish Certificates of Insurance to the County Administrative Agent evidencing the types and amounts of coverage, including endorsements, required by this Contract prior to commencement of work and prior to expiration of the insurance contract, when applicable. Such Certificate(s) of Insurance shall, to the extent allowable by the insurer, include a minimum thirty (30) day notice of cancellation (10 days for non-payment of premium) or non-renewal of coverage. Notwithstanding these notification requirements, the Contractor will be required to provide County with 5-day prior written notice of any policy cancellation or non-renewal.

The County reserves the right to review, modify, reject, or accept any required policies of insurance, including limits, coverage, or endorsements, herein from time to time throughout the term of this Contract. County reserves the right, but not the obligation, to review and reject any insurer providing coverage due to its poor financial condition or failure to operate legally.

A. WORKERS’ COMPENSATION: Contractor agrees to maintain Workers’ Compensation insurance in accordance with Florida Statutes, Chapter 440.

Employers Liability to be included with a minimum limit of $100,000.00 per accident/per disease/per employee. If work is to be performed over or adjacent to navigable water and involves maritime exposure, applicable LHWCA, Jones Act, or other maritime law coverage shall be included.

Procurement Contract #SR 2100

EXHIBIT C

INSURANCE REQUIREMENTS

In the event the Contractor has “leased” employees, the Contractor or the employee leasing company must provide evidence of a Workers’ Compensation policy for all personnel on the worksite.

Contractors who are exempt from Florida’s Workers’ Compensation law must provide proof of such exemption issued by the Florida Department of Financial Services, Bureau of Workers’ Compensation.

B. COMMERCIAL GENERAL LIABILITY: Contractor agrees to maintain Commercial General Liability per ISO form CG0001 or its equivalent, including but not limited to coverage for premises and operations, personal injury, products & completed operations, liability assumed under an insured contract, and independent contractors with limits of not less than $1,000,000.00 each occurrence, $2,000,000.00 aggregate covering all work performed under this Contract. Contractor agrees to endorse Sarasota County Government as an additional insured on the Commercial General Liability coverage.

C. BUSINESS AUTOMOBILE LIABILITY: Contractor agrees to maintain Business Automobile Liability with limits not less than $500,000.00 combined single limit for each accident covering all Owned, Non-Owned & Hired automobiles used in the performance of this Contract. In the event Contractor does not own automobiles, Contractor agrees to maintain coverage for Hired & Non-Owned Auto Liability, which may be satisfied by way of endorsement to the Commercial General Liability policy or separate Business Auto Liability policy.

If the Contractor is shipping a product via common carrier, the contractor shall be responsible for any loss or damage sustained in delivery/transit.

SPECIALIZED REOUIREMENTS (LIABILITY EXPOSURES)

A. PROFESSIONAL LIABILITY: Consultant shall maintain Professional Liability insurance, or equivalent Errors & Omissions Liability insurance, with limits not less than $1,000,000 per claim/occurrence and in the aggregate for professional services rendered under this Contract. If coverage is written on a claims-made basis: a. Any retroactive date shall precede the effective date of this Contract, b.

Consultant shall provide certificates of insurance evidencing the required coverage for a period of two years after final payment under this Contract is made, or provide evidence showing Consultant has obtained a two-year extended reporting period endorsement.

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Sarasota County 2121 COLT

Federal Transit Administration Requirements

For purposes of this Exhibit, the terms “Contract”, “Term Contract”, and “Purchase Order” shall be interchangeable.

Note: references to Project herein shall be deemed a reference to the services provided under the contract.

ACCESS TO RECORDS AND REPORTS

49 U.S.C. § 5325(g); 2 C.F.R. § 200.333; 49 C.F.R. part 633

a. Record Retention. The Contractor will retain and will require its subcontractors of all tiers to retain, complete and readily accessible records related in whole or in part to the contract, including, but not limited to, data, documents, reports, statistics, sub-agreements, leases, subcontracts, arrangements, other third-party agreements of any type, and supporting materials related to those records.

b. Retention Period. The Contractor agrees to comply with the record retention requirements in accordance with 2 C.F.R. § 200.333. The Contractor shall maintain all books, records, accounts, and reports requited under this Contract for a period of not less than three (3) years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto. In the event Florida law requires a longer retention period, Contractor shall comply with Florida law.

c. Access to Records. The Contractor agrees to provide sufficient access to FTA and its contractors to inspect and audit records and information related to performance of this contract as reasonably may be required.

d. Access to the Sites of Performance. The Contractor agrees to permit ETA and its contractors’ access to the sites of performance under this contract as reasonably may be required.

IL CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT

(Applies to Contracts over $150,000)

42 U.S.C. 7401-7671q; 33 U.S.C. § 1251-1387; 2 C.F.R. part 200, Appendix II (G)

The Contractor agrees:

1) It will not use any violating facilities;

2) It will report the use of facilities placed on or likely to be placed on the U.S. EPA “List of Violating Facilities;”

3) It will report violations of use of prohibited facilities to ETA; and

4) It will comply with the inspection and other requirements of the Clean Air Act, as 4/14/2021 BidSync p. 9

Sarasota County 2121 OOLT amended, (42 U.S.C. § 7401 — 7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. § 1251-1387).

IlL CIVIL RIGHTS LAWS AND REGULATIONS

29 U.S.C. § 623, 42 U.S.C. § 2000; 42 U.S.C. § 6102, 42 U.S.C. § 12112; 42 U.S.C. § 12132, 49 U.S.C. § 5332; 29 CFR Part 1630, 41 CFR Parts 60 et seq.

Equal Employment Opportunity (EEO) Requirements

The County is an Equal Opportunity Employer. As such, the County agrees to comply with all applicable Federal civil rights laws and implementing regulations. Apart from inconsistent requirements imposed by Federal laws or regulations, the County agrees to comply with the requirements of 49 U.S.C. § 5323(h)(3) by not using any Federal assistance awarded by FA to support procurements using exclusionary or discriminatory specifications.

Under this contract, the Contractor shall at all times comply with the following requirements and shall include these requirements in each subcontract entered into as part thereof.

1. Nondiscrimination. In accordance with Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, national origin, sex, disability, or age. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue.

2. Race, Color, Religion, National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e etseq., and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” 41 C.F.R. chapter 60, and Executive Order No.

11246, “Equal Employment Opportunity in Federal Employment,” September 24, 1965, 42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, national origin, or sex (including sexual orientation and gender identity).

Such action shall include, but not be limited to, the following: employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff, or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FA may issue.

3. Age. In accordance with the Age Discrimination in Employment Act, 29 U.S.C. § 621- 634, U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, “Age Discrimination in Employment Act,” 29 C.F.R. part 1625, the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 etseq., U.S. Health and Human Services regulations, “Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,” 45 C.F.R. part 90, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the

Contractor agrees to comply with any implementing requirements FTA may issue.

4. Disabilities. In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Americans with Disabilities Act (ADA) of 1990, as amended, 42 U.S.C. § 12101 et seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

The Contractor agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary, to identify the affected parties.

IV. DISADVANTAGED BUSINESS ENTERPRISE (DEE)

49 C.F.R. part 26

It is the policy of the Sarasota County Transportation Authority (SCTA) and the United States Department of Transportation (“DOT”) that Disadvantaged Business Enterprises (“DEE’s”), as defined herein and in the Federal regulations published at 49 C.F.R. part 26, shall have an equal opportunity to participate in DOT-assisted contracts. It is also the policy of the SCTA to:

1. Ensure nondiscrimination in the award and administration of DOT-assisted contracts;

2. Create a level playing field on which DBE’s can compete fairly for DOT-assisted contracts;

3. Ensure that the DBE program is narrowly tailored in accordance with applicable law;

4. Ensure that only firms that fully meet 49 C.F.R. part 26 eligibility standards are permitted to participate as DEE’s;

5. Help remove barriers to the participation of DBE’s in DOT assisted contracts;

6. Promote the use of DBE’s in all types of federally assisted contracts and procurement activities; and

7. Assist in the development of firms that can compete successfully in the marketplace outside the DEE program

This Contract is subject to 49 C.F.R. part 26. Therefore, the Contractor must satisfy the requirements for DEE participation as set forth herein. These requirements are in addition to all other equal opportunity employment requirements of this Contract. The SCTA shall make all determinations with regard to whether or not a Contractor is in compliance with the requirements stated herein. In assessing compliance, the SCTA may consider during its review of the Contractor’s submission package, the Contractor’s documented history of non-compliance with DEE requirements on previous contracts with the County.

Contract Assurance

The Contractor, subrecipient 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 C.F.R. part 26 in the award and administration of DOT-assisted contracts. Failure by the Contractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or such other remedy as the County, deems appropriate, which may include, but is not limited to:

(1) Withholding monthly progress payments;

(2)Assessing sanctions;

(3) Liquidated damages; and/or

(4) Disqualifying the Contractor from future bidding as non-responsible. 49 C.F.R. § 26.13(b).

Contractor shall pay its subcontractors for satisfactory performance of their contracts no later than 30 days from receipt of each payment the recipient makes to the prime contractor.

DBE Participation Goal

SCTA’s current overall DEE Goal is 1°h. A DEE goal has not been assigned to this particular contract; however, SCTA encourages all Contractors to provide contract opportunities, when possible to Disadvantaged Business Enterprises.

DEE Participation

For the purpose of this Contract, the County will accept only DBE’s who are:

Certified, at the time of bid opening or proposal evaluation, by the Florida Department of Transportation (FDOT) Unified Certification Program (UCP).

Information regarding FDOT’s program can be found at ht±D ://www.fdot.pov/epualooDoftunity/dbecertification .shtm

Good Faith Efforts

All Contractors when subcontracting must take action and provide documentation of Good Faith Efforts. The types of actions that the County will consider as part of the Contractor’s good faith efforts include, but are not limited to, the following:

1. Documented communication with the SCIA’s DEE Coordinator (questions of IFB or REP requirements, subcontracting opportunities, appropriate certification, will be addressed in a timely fashion);

2. The Contractor’s own solicitations to obtain DEE involvement in general circulation media, trade association publication, minority-focus media, and other reasonable and available means within sufficient time to allow DBEs to respond to the solicitation;

3. Written notification to DEE’s encouraging participation in the proposed Contract;

Sarasota County 212100LT and

4. Efforts made to identify specific portions of the work that might be performed by D BE’s.

The Contractor shall provide the following details, at a minimum, of the specific efforts it made to negotiate any subcontracting opportunities in good faith with DEE’s for elements of the Contract:

1. The names, addresses, and telephone numbers of DEE’s that were contacted;

2. A description of the information provided to targeted DEE’s regarding the specifications and bid proposals for portions of the work;

3. Efforts made to assist DEE’s contacted in obtaining bonding or insurance required by the Contractor or the Authority.

Further, the documentation of good faith efforts must include copies of each DBE and non-DEE subcontractor quote submitted when a non-DEE subcontractor was selected over a DBE for work on the contract. 49 C.F.R. § 26.53(b) (2) (VI).

Continued Compliance

The County shall monitor the Contractor’s DBE participation during the life of the Contract. If Contractor or any subcontractor is a DBE, SCAT will require that information be provided at each request for payment from the Contractor. Information to be provide: For any DEE Subcontractors, the Contractor will provide the name of Subcontractor, dollar amount committed/awarded to Subcontractor, payments made to Subcontractors and a copy of the Subcontractors DBE Certification.

SCTA will perform interim audits of contract payments to DEEs. The audit will review payments to DEE subcontractors to ensure that the actual amount paid to DEE subcontractors equals or exceeds the dollar amounts states in the schedule of DEE participation.

Reports and other correspondence regarding DEE participation during the contract term must be submitted to the DBELO, David Machado, 5303 Pinkney Aye, Sarasota, FL.

DBE Access to Records

The successful Contractor shall permit:

1. The County to have access to necessary records to examine information as the County deems appropriate for the purpose of investigating and determining compliance with this provision, including, but not limited to, records of expenditures, invoices, and contract between the successful Contractor and other DBE parties entered into during the life of the Contract.

2. The authorized representative(s) of the County, the U.S. Department of Transportation, the Comptroller General of the United States, to inspect and audit all data and records of the Contractor relating to its performance under the Disadvantaged Eusiness Enterprise Participation provision of this Contract.

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3. All data/record(s) pertaining to DEE shall be maintained as stated in the Access to Records section.

Sanctions for Violations

If at any time the County has reason to believe that the Contractor is in violation of its obligations under this Contract or has otherwise failed to comply with terms of this Section, the County may, in addition to pursuing any other available legal remedy, commence proceedings, which may include but are not limited to, the following:

1. Suspension of any payment or part due the Contractor until such time as the issues concerning the Contractor’s compliance are resolved; and

2. Termination or cancellation of the Contract, in whole or in part, unless the successful Contractor is able to demonstrate within a reasonable time that it is in compliance with the DEE terms stated herein.

V. ENERGY CONSERVATION

42 U.S.C. 6321 etseq.; 49 C.F.R. part 622, subpart C

The Contractor agrees to comply with mandatory standards and policies relating to energy efficiency, which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act, as amended, 42 U.S.C. Section 6321 etseq.

VI. FLY AMERICA

49 U.S.C. 5 40118; 41 C.F.R. part 301-10; 48 C.F.R. part 47.4

a) Definitions. As used in this clause “International air transportation” means transportation by air between a place in the United States and a place outside the United States or between two places both of which are outside the United States.

“United States” means the 50 States, the District of Columbia, and outlying areas.

“U.S.-flag air carrier” means an air carrier holding a certificate under 49 U.S.C.

Chapter 411.

b) When Federal funds are used to fund travel, Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. 40118) (Fly America Act) requires contractors, recipients, and others use U.S.-flag air carriers for U.S. Government-financed international air transportation of personnel (and their personal effects) or property, to the extent that service by those carriers is available. It requires the Comptroller General of the United States, in the absence of satisfactory proof of the necessity for foreign-flag air transportation, to disallow expenditures from funds, appropriated or otherwise established for the account of the United States, for international air transportation secured aboard a foreign-flag air carrier if a U.S.-flag air carrier is available to provide such services.

c) If available, the Contractor, in performing work under this contract, shall use U.S.

flag carriers for international air transportation of personnel (and their personal effects) or property.

U) In the event that the Contractor selects a carrier other than a U.S.-flag air carrier for international air transportation, the Contractor shall include a statement on vouchers involving such transportation essentially as follows:

Statement of Unavailability of U.S.-Flag Air Carriers

International air transportation of persons (and their personal effects) or property by U.S.-flag air carrier was not available or it was necessary to use foreign-flag air carrier service for the following reasons. See FAR § 47.403.

[State reasons]:

(End of statement)

e) The Contractor shall include the substance of this clause, including this paragraph fe), in each subcontract or purchase under this contract that may involve international air transportation.

VII. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION

2 C.F.R. part 180; 2 C.F.R part 1200; 2 C.F.R. § 200.213; 2 C.F.R. part 200 Appendix 11(1); Executive Order 12549; Executive Order 12689

The Contractor shall comply and facilitate compliance with U.S. DOT regulations, “Non-procurement Suspension and Debarment,” 2 C.F.R. part 1200, which adopts and supplements the Office of Management and Budget (U.S.