SunRail_Attorney_Services_(Addendum_#2_Revision).pdf

REQUEST FOR PROPOSAL

RFP-604878-24/LNF

SUNRAIL ATTORNEY SERVICES

1301 East Second St.

Sanford, FL 32771

RELEASE DATE: August 14, 2024

DEADLINE FOR QUESTIONS: September 30, 2024

RESPONSE DEADLINE: October 16, 2024, 2:00 pm

RESPONSES MUST BE SUBMITTED ELECTRONICALLY TO:

https://secure.procurenow.com/portal/seminolefl https://secure.procurenow.com/portal/%7bproject.government.code%7d

Seminole County

RFP #RFP-604878-24/LNF

SunRail Attorney Services

TABLE OF CONTENTS

I. Introduction II. Scope of Services

III. Instructions to Proposers IV. Instructions for the preparation of Submittals V. Evaluation Phases

Attachments:

A - Draft Agreement (RFP-604878-24)

B - Exhibit B - Compensation Schedule

Title: SunRail Attorney Services

1. Introduction

1.1. Summary

The selected attorney will be engaged by the Central Florida Commuter Rail Commission, hereinafter referred to as the "Commission" and perform all general legal representation for the

Commission, as needed and requested or as required. Funding provided by the Local

Government Partners will not create an attorney-client relationship between legal counsel and any of the Local Government Partners. Such representation will be in cooperation with the

Steering Group (SG), as described in Section 4 (“Cooperation with Attorney”) of this Agreement.

DISCLAIMER: The draft SunRail Attorney Services Agreement (“Agreement”) is subject to revision at the sole discretion of the Central Florida Commuter Rail Commission

(“Commission”). The award of this Agreement, in whole or in part, and the terms are not final until the Commission awards the Agreement to Counsel and the Agreement is fully executed.

1.2. Background

SunRail is currently a 49.2-mile commuter rail system that extends from DeBary in Volusia

County to Poinciana Boulevard in Osceola County. The system was opened up in two separate phases. The first 32-mile phase extended from DeBary in Volusia County to Sand Lake Road in

Orange County and opened May 1, 2014, consisting of 12 stations. The second 17.2-mile phase extended from Sand Lake Road in Orange County to Poinciana in Osceola County and opened

July 30, 2018, consisting of 4 stations. The planned last phase, which has not opened, extends the system approximately 12 miles north to DeLand in Volusia County.

At present, FDOT has sole responsibility for the development, design, engineering, construction, reconstruction, installation, procurement, operation, and maintenance of the SunRail system.

Through a series of agreements, the Commission presently acts in an advisory capacity to the

FDOT. The Commission was created by five local government entities – Orange County, Osceola County, Seminole County, Volusia County, and the City of Orlando (the “Local

Government Partners”). The Governing Board of the Commission consists of representatives appointed by the Local Government Partners. FDOT, the Commission and the Local

Government Partners have entered into an Operations Phasing Agreement to provide a framework for transitioning financial and operational control of the SunRail system from FDOT to the Commission. After the transition described in the Operations Phasing Agreement, the

Commission will assume all responsibility for the SunRail system, except that the FDOT will retain ownership of the Corridor and will provide an easement to the Commission to ensure the ability to continue operations within the Corridor.

1.3. Contact Information

Leticia Figueroa Senior Procurement Analyst 1301 East Second Street Sanford, FL 32771

Email: lfigueroa@seminolecountyfl.gov Phone: (407) 665-7119

Department:

County Attorney's Office

1.4. Timeline

Release Project Date August 14, 2024

Question Submission Deadline September 30, 2024, 10:00am

Proposal Submission Deadline October 16, 2024, 2:00pm mailto:lfigueroa@seminolecountyfl.gov tel:(407)665-7119

2. Scope of Services

2.1. Scope of Services

Background SunRail is currently a 49.2-mile commuter rail system that extends from DeBary in Volusia

County to Poinciana Boulevard in Osceola County. The system was opened up in two separate phases. The first 32-mile phase extended from DeBary in Volusia County to Sand Lake Road in

Orange County and opened May 1, 2014, consisting of 12 stations. The second 17.2-mile phase extended from Sand Lake Road in Orange County to Poinciana in Osceola County and opened

July 30, 2018, consisting of 4 stations. The planned last phase, which has not opened, extends the system approximately 12 miles north to DeLand in Volusia County.

At present, FDOT has sole responsibility for the development, design, engineering, construction, reconstruction, installation, procurement, operation, and maintenance of the SunRail system.

Through a series of agreements, the Commission presently acts in an advisory capacity to the

FDOT. The Commission was created by five local government entities – Orange County, Osceola County, Seminole County, Volusia County, and the City of Orlando (the “Local

Government Partners”). The Governing Board of the Commission consists of representatives appointed by the Local Government Partners. FDOT, the Commission and the Local

Government Partners have entered into an Operations Phasing Agreement to provide a framework for transitioning financial and operational control of the SunRail system from FDOT to the Commission. After the transition described in the Operations Phasing Agreement, the

Commission will assume all responsibility for the SunRail system, except that the FDOT will retain ownership of the Corridor and will provide an easement to the Commission to ensure the ability to continue operations within the Corridor.

Minimum Requirements The attorney awarded a contract pursuant to this Agreement must be licensed to practice law in the State of Florida and must be in good standing with The Florida Bar.

The attorney must have significant experience in and must be capable of, providing a wide range of legal services in connection with rail systems or the transition of rail systems, as described in this Scope.

The attorney must provide competent representation to the Commission in accordance with, but not limited to, local, state, and federal laws and regulations, Florida Attorney General Opinions, the Florida Public Records Act, the Florida Government in the Sunshine Law, the Florida Code of Ethics, and parliamentarian procedures for public entities.

The attorney that will be providing services must be clearly identified at the initiation of this

Agreement. If it is necessary to replace any specific attorney, the replacement attorney(s) must be approved by the SG.

Legal Services The attorney will be engaged by the Commission and perform all general legal representation for the Commission, as needed and requested or as required. Funding provided by the Local

Government Partners will not create an attorney-client relationship between legal counsel and any of the Local Government Partners. Such representation will be in cooperation with the SG, as described in Section 4 (“Cooperation with Attorney”) of this Agreement. Such general legal representation may include, but is not limited to:

A. Oversee an orderly transition of the operation, management, and maintenance of SunRail from the FDOT to the Commission, as described in the Operations Phasing Agreement.

B. Preparation of oral and written opinions on legal matters.

C. Attend and participate in Commission and SG meetings in person and virtually and make presentations.

D. Assist with development, and adoption, and proposal of bylaws, procedures, rules, roles, and responsibilities to govern how the Commission will operate once it is no longer advisory.

E. Prepare a term sheet and an operating agreement and assist in the negotiation for a contract operator agreement between the Commission and the Central Florida Regional Transportation

Authority, a body politic and corporate governed pursuant to Part II, Chapter 343, Florida

Statutes (“Lynx”). Lynx will presumably operate SunRail on behalf of the Commission.1 Such agreement could include, but is not limited to, operating, governance, and legal terms concerning all aspects of the SunRail system. Such agreement must be approved as referenced in the Operations Phasing Agreement, as may be amended.

F. Review the existing agreement between FDOT and Gallagher (FDOT’s insurance broker), assist in the procurement, negotiation, and preparation of an agreement with an insurance broker, including implementation of a claims process in accordance with FDOT’s SunRail related claims processes.

G. Review and advise on real property rights being conveyed to the Commission.

H. Prepare necessary amendments to the Interlocal Operating Agreement, Interlocal

Governance Agreement, the Interlocal Funding Agreement, and the Operations Phasing

Agreement, as amended and as applicable. In addition, ensure compliance with obligations under these agreements.

I. With an understanding of Federal regulations and requirements, assist in the coordination of the transition with the Federal Rail Administration and the Federal Transit Administration.

J. Determine any issues, deficiencies, or actions with contracts that need to be implemented to facilitate a smooth transition of SunRail.

K. Prepare and review assignment and novation of contract operator and other vendor contracts from the FDOT to the Commission to ensure work under these contracts continue seamlessly throughout the transition.

L. Prepare and review assignment and novation of the Central Florida Operating and

Management Agreement (“CFOMA”), Joint Use Agreements (“JUA”), and State Cooperative

Contracts from the FDOT to the Commission.

M. Assist in the development of compliance programs to ensure the Commission’s satisfaction of obligations for rail agreements.

N. Assist in the development of a risk management program.

O. Assist in the establishment of a procurement and contract administration program in accordance with Federal, State, and Local procurement policies and procedures.

P. Initiate procurement of contract operator contracts with FDOT’s assistance.

Q. Assist in the licensure of intellectual property from FDOT to the Commission. Such license of intellectual property could include, but is not limited to, use of operating rules for SunRail, training materials and examinations for train and engine crews, software and other information systems such as SCADA, maintenance records, and access and management of the Positive

Train Control (“PTC”) system implemented by vendors.

R. Review consultant agreements and draft amendments, assignments, or new contracts for such consultants as necessary to ensure a thorough transition of responsibilities.

S. Review and respond to public record requests made to the Commission in accordance with

Florida law and this Scope.

T. Assist with any other issues identified by the Commission and the SG.

Standards of Work All tasks listed in this Scope must be undertaken by the attorney as directed by the Commission and legal counsel shall cooperate and communicate with the SG. The amount of work to be completed for each task will fluctuate. The attorney must provide the Commission and SG monthly invoices detailing work performed, the date legal services were provided, the hours involved in completion, and any other information requested by the SG or the Commission. The hourly rate quoted must include all salary and compensation and all overhead expenses, profits, clerical and word processing expenses. Any other costs or expenses which attorney intends to bill in addition to legal fees and the basis for the charges, must be specifically set forth in the

Agreement between attorney and the Commission.

No travel costs will be allowed or included as part of the billing.

All costs and expenses for online research, word processing, secretarial support, photocopying, and telephone, will be considered general overhead and the Commission will not compensate attorney extra for such charges. If requested by the Commission or requested by attorney and approved by the Commission, attorney may retain subcontractors (e.g., other attorneys or experts in related fields) when necessary to assist in meeting the Commission’s needs. The

Commission must be billed at the actual cost of these subcontractors, if any, with no additional fees or markups.

Public Records

In addition to responding to public record requests on behalf of the Commission as part of the legal services rendered (see “Legal Services” section above), the attorney will also have certain requirements and obligations regarding public records because it is a contractor for the

Commission. This section addresses those requirements and obligations.

The attorney acknowledges the Commission’s obligations under Article I, Section 24, Florida

Constitution, and Chapter 119, Florida Statutes, to release public records to members of the public upon request. The attorney acknowledges that the Commission is required to comply with

Article I, Section 24, Florida Constitution, and Chapter 119, Florida Statutes, in the handling of materials created under this Agreement and this statute controls over the terms of this

Agreement. Upon the Commission or its representative’s request, the attorney must provide all requested public records in the attorney’s possession or must allow the Commission or its representative to inspect or copy the requested public records within a reasonable time and at a cost that does not exceed costs provided for under Chapter 119, Florida Statutes.

The attorney must ensure public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law.

Upon expiration or termination of this Agreement, the attorney must transfer, at no cost to the

Commission or SG, all public records in possession of the attorney in a format compatible with the information technology systems of the Commission or its designee. If the attorney transfers all public records to the Commission or its designee upon expiration or termination of this

Agreement, the attorney must destroy any duplicate public records in accordance with the rules set forth by the Florida Department of State Division of Library and Information Services and governing law.

Failure to comply with these public records law requirements will be deemed a material breach for which the Commission may terminate this Agreement immediately upon written notice to the attorney. The attorney may also be subject to statutory penalties set forth in Section 119.10, Florida Statutes.

IF ATTORNEY HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,

FLORIDA STATUTES, TO ATTORNEY’S DUTY TO PROVIDE PUBLIC RECORDS

RELATING TO THIS CONTRACT, ATTORNEY MAY CONTACT THE CUSTODIAN OF

PUBLIC RECORDS, THE SEMINOLE COUNTY PURCHASING AND CONTRACTS

MANAGER, AT 407-665-7120, PURCH@SEMINOLECOUNTYFL.GOV, PURCHASING AND

CONTRACTS DIVISION, 1301 E. SECOND STREET, SANFORD, FL 32771.

Subject to Chapter 119, Florida Statutes, the attorney must hold as confidential and privileged all information and records transmitted to it by or on behalf of the Commission, and all information and records developed by or provided to the attorney as part of this Agreement. The attorney is subject to statutes, regulations, and professional codes regulating the practice of law in the State of Florida.

Conflict of Interest The attorney acknowledges that the nature of the legal services to be performed requires that attorney must not have or appear to have a conflict of interest with any potential adverse party.

The attorney agrees that:

A. The attorney will not accept any legal work, assignments, compensation, consideration or gratuities with an interest in any subject matter or any contract that is or could be conflicting or have the appearance of conflicting with the interests of the Commission or any Local

Government Partner. The attorney (including any individual in attorney’s firm) may not represent, be an adverse party to, or represent an adverse party to any Local Government

Partner at any time while representing the Commission.

B. In the event that a conflict or potential conflict of interest arises, the attorney shall promptly notify the SG in writing within three (3) days of becoming aware of the conflict or the potential conflict. Failure to provide such notice may be grounds for termination of this Agreement.

C. In the event the SG receives timely notice of an actual or potential conflict, the attorney and the Commission shall attempt to reach agreement on a course of action in response to the actual or potential conflict. If such an agreement cannot be reached, the Commission has the right to contract with another attorney to represent the Commission for the specific matter in which the conflict arose or to terminate this Agreement and to award an Agreement to a different attorney entirely.

Special Conditions The attorney must make affirmative efforts to achieve cost effectiveness. Multiple attorneys at meetings will not be compensated by the Commission unless approved in advance by the SG.

Additional Attorneys The Commission reserves the right to retain other legal representatives or assistance as might be required for legal matters. The Commission reserves the right to award a contract to more than one firm and to award this Agreement in parts to multiple attorneys.

Approved Staff All attorneys, paraprofessionals, or other staff who will perform services under this arrangement must be pre-approved by the Commission. All key personnel assigned by the attorney/firm to provide services to Commission shall be clearly identified at the initiation of the contract. Should it be necessary for the attorney/firm to replace a key person, the replacement is subject to the approval by the Commission. In addition, replacement personnel shall have credentials equivalent to or greater than the individuals who they replace.

3. Instructions to Proposers

3.1. Contact

All prospective Proposers are hereby instructed not to contact any member of the Florida

Department of Transportation, the Central Florida Commuter Rail Commission ("Commission"), the

Seminole County Commission, Osceola County Commission, Orange County Commission, City of

Orlando Commission, Volusia County Council, and the respective staff from each of the foregoing entities, other than the noted Purchasing & Contracts Division (herein referred to as ‘PCD’) Contact

Person, PCD ADMIN, regarding this RFP or their written proposal at any time prior to the posting on the COUNTY’S Website of the recommendation and intent to award this agreement. Any such contact shall be cause for rejection of your proposal. Interpretation of this clause will be solely at the discretion of the COUNTY or the Commission.

3.2. Pre-Proposal Conference

There will not be a Pre-Proposal Conference for this RFP.

3.3. Public Opening

Electronic submittals shall be received by PCD online in accordance with the instructions in this solicitation documents, unless otherwise revised via posted Addenda. Persons with disabilities needing assistance to participate in the Public Opening should call the noted PCD Contact

Person at least forty-eight (48) hours in advance of the Public Opening at (407) 665-7116. The

Public Opening via ZOOM https://us06web.zoom.us/j/84499184101?pwd=UVhDbk9IS3lnZkZUMW9WV01vWlp3UT09 /

Meeting ID: 844 9918 4101 / Passcode: 760550

3.4. Delays

The COUNTY, at its sole discretion, may delay the scheduled due date and time for submission, if it is to the advantage of the COUNTY or Commission to do so. The COUNTY will post all changes in the scheduled due date and time for submission by written addendum posted to the

COUNTY’s Website: (https://secure.procurenow.com/portal/seminolefl)

3.5. Proposal Submission and Withdrawal

The COUNTY will accept submittals electronically via the COUNTY’s e-Procurement Portal until

2:00 pm on Wednesday, October 16, 2024. Proposals received after the scheduled due date and time for submission shall not be considered. Proposals submitted in any other format other than via the COUNTY’S e-Procurement Portal, including but not limited to, hard copy (mailed or hand delivered), facsimile, or emailed submittals, will not be accepted, nor considered. The scheduled due date and time for submission will be scrupulously observed. Companies shall register on the COUNTY’S e-Procurement Portal. Once registered, Companies may view and click "Follow" to be a prospective Proposer for this solicitation and will appear on the Follower’s list. Proposers that fail to Follow this project will not receive automatic addenda notifications, nor will they be able to draft a response in the COUNTY’S e-Procurement Portal, and therefore will be unable to participate or be considered for this RFP. If a Proposer encounters technical difficulties using the COUNTY’S e-Procurement Portal, or needs assistance using the Portal, Proposers may access the Help Center for vendor training guides provided by OpenGov-

Procurement, the Software Administrator. Proposers may also contact the Software

Administrator using the real-time chat function on the COUNTY’S e-Procurement Portal (located in lower right-hand corner of the screen), or via email at support@procurenow.com for support.

The COUNTY nor the Commission will not be responsible for untimely submissions due to personal or company internet or hardware limitations, settings or restrictions, internet speed, power outage, network connection, or use of a malfunctioning electronic device, or the like, neither the COUNTY, the Commission, nor the Software Administrator, will be held responsible.

Proposers shall be solely responsible for ensuring the capability of their computer system while responding to this solicitation, and for the stability of their internet service. Uploading large documents may take significant time depending on the size of the file(s) and the Internet connection speed that the Proposer is using to submit a response. Failure of the Proposer to successfully submit an electronic proposal before the deadline indicated herein shall be at the

Proposer's sole risk, and no relief will be given for late and/or improperly submitted proposals.

Once file(s) have been uploaded and the Submission Status shows as “Submitted” the submission is complete. At that point, the Proposer will also receive an email confirmation from the COUNTY’s e-Procurement Portal. Telephone confirmation of timely receipt of any submittal should be made by calling (407) 665-7116, before the 2:00 pm deadline.

The Proposer is required to submit ONE (1) ELECTRONIC FORMATTED file of their complete written submittal.

Proposers may withdraw their submittal electronically via the COUNTY’S e-Procurement Portal at any time prior to the scheduled due date and time for submission.

3.6. Inquiries

All Proposers should carefully examine the RFP documents. Any ambiguities or inconsistencies shall be brought to the attention of PCD Contact Person in writing via the Q&A tab in the

COUNTY’S e-Procurement Portal prior to the scheduled due date and time for submission.

Failure to do so, on the part of the Proposer, shall constitute an acceptance by the Proposer of any subsequent decision made by the Commission. Any questions concerning the intent, meaning and interpretations of the RFP documents including the attached Draft Agreement, shall be requested in writing, and received no later than 10:00 am on Monday, September 30, 2024. Written requests shall be submitted via the COUNTY’S e-Procurement Portal. The

Commission will not be responsible for oral instructions made by employees of the COUNTY, its authorized representatives, or any other party in regard to this RFP. If the Q&A deadline has passed, a Proposer may contact the COUNTY directly if necessary at pcdadmin@seminolecountyfl.gov. The COUNTY and the Commission reserves the right to reject any questions sent after the Q&A deadline.

3.7. Addenda

Should revisions to the RFP documents become necessary, the COUNTY will post Addenda information on the COUNTY's e-Procurement Portal. The COUNTY’s e-Procurement Portal will issue an automated email notification to all “Followers” on the RFP’s Followers list. All http://help.procurenow.com/en/articles/5815468-opengov-procurement-vendor-training

Proposers should check the COUNTY's Website or notify PCD ADMIN to verify information regarding Addenda. Failure to do so may result in rejection of the Proposer’s submitted proposal and a determination as “Non-Responsive”. By execution of the Formal Notice for this RFP, the

Proposer acknowledges receipt of all Addenda issued under this solicitation. Addenda information will be posted on the COUNTY’s Website

(https://secure.procurenow.com/portal/seminolefl). It is the sole responsibility of the Proposer to ensure that they obtain information related to any Addenda.

3.8. Selection Process and Award

Proposals will be reviewed by an Evaluation Committee in accordance with the evaluation criteria set forth in the RFP documents. The Evaluation Committee reserves the right to conduct interviews and require presentations of any or all Proposers prior to selection. The COUNTY nor the Commission will be liable for any costs incurred by the Proposer in connection with such presentations. Should oral presentations for this RFP be required by the Evaluation Committee, the evaluation criteria and weights may be used to short-list the Proposers. The Commission will award a contract based on the proposal that best meets the Commission's requirements. The

Proposer understands that this RFP does not constitute an agreement or a contract with the

Proposer. The Commission reserves the right to reject all bids/proposals, make multiple awards

(award to more than one vendor), make a partial award, to waive formalities, to re-solicit and advertise for new bids/proposals, or to cancel the project in its entirety.

3.9. Proposal Preparation Costs

Neither the COUNTY, the Commission, nor its representatives shall be liable for any expenses incurred in connection with preparation of a response to this RFP. Proposers should prepare their proposals simply and economically, providing a straightforward and concise description of the Proposer's ability to meet the requirements of this RFP.

3.10. Accuracy of Proposal Information

By submission of a proposal, Proposer acknowledges that they have carefully examined the

Request for Proposal documents and agrees to furnish the services specified in the solicitation at the prices, rates or discounts as proposed. Proposers agree that their proposal will remain firm for a period of up to one hundred twenty (120) days in order to allow the Commission adequate time to evaluate the submittals.

By submission of a proposal, Proposer agrees to abide by all conditions of this proposal and understands that a background investigation may be conducted by the Seminole County

Sheriff’s Department prior to award. Proposer certifies that all information contained in their proposal is truthful to the best of their knowledge and belief. Proposer further certifies that they are duly authorized to submit this proposal on behalf of the vendor/Proposer as its act and deed and that the vendor/Proposer is ready, willing and able to perform if selected.

3.11. Insurance

A misstatement or omission of a material fact, whether intentional or not, regarding the

Proposer's insurance coverage, policies or capabilities may be grounds for rejection of the

Proposer’s submitted proposal and rescission of any ensuing Award Agreement.

The Commission recommends that all Proposers review the insurance requirements listed within the Draft Agreement with their insurance carriers. A copy of the insurance certificate shall be furnished to the Commission prior to the final execution of the

Commission's Award Agreement. The Commission reserves the right to reject the award to any Proposer that fails to provide the insurance as required within the Commission's

Award Agreement.

3.12. Licenses

Proposers, both corporate and individual, must be fully licensed and certified for the type of work to be performed in the State of Florida at the time of submittal under this RFP. Failure of the Proposer to be fully licensed and certified, may result in rejection of the Proposer’s submitted proposal and a determination as “Non-Responsive”. Any permits, licenses, or fees required shall be the responsibility of the Proposer. No separate or additional payment will be made for these costs. Adherence to all applicable code regulations, Federal, State, County, City, etc., is the responsibility of the Proposer.

3.13. Posting of the RFP’s Recommendation and Intent to Award

The recommendation and intent to award for this RFP will be posted on the COUNTY’s Website

(https://secure.procurenow.com/portal/seminolefl). Failure to file a protest with the COUNTY’s

Purchasing & Contracts Manager within the time prescribed in the COUNTY's Purchasing Code, Policies and Procedures shall constitute a waiver of proceedings.

3.14. Public Records

Upon recommendation and intent to award this RFP as posted to the COUNTY’s website or thirty (30) calendar days after closing, proposals are considered “public records" and shall be subject to the public disclosure regulations consistent with Chapter 119, Florida Statutes.

Proposers must invoke the exemptions to disclosure provided by law in their response to the solicitation and must identify the data or other materials to be protected by uploading any information deemed confidential separately under “Confidential Files,” and must state the reasons why such exclusion from public disclosure is necessary pursuant to the COUNTY’s, “Compliance With Public Records Law” Form, which is required as part of the RFP documents.

Ownership of all data, material, and documentation originated and prepared for the County pursuant to the RFP shall belong exclusively to the County and be subject to public inspection in accordance with the Public Records Law. Trade secrets or proprietary information submitted by a Proposer shall not be subject to public disclosure under the Public Records Law; however, the

Proposer must invoke the protection of this section prior to or upon submission of the data or other materials, and must identify the data or other materials to be protected and state the reasons why protection is necessary.

3.15. Prohibition Against Contingent Fees

It shall be unethical for any person to be retained, or to retain any company or person, other than a bonafide employee working solely for the Proposer to solicit or secure the Award

Agreement for this RFP, and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bonafide employee working solely for the Proposer, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from award or making of this Award Agreement. For the breach or violation of this provision, the

Commission shall have the right to terminate the Award Agreement at its sole discretion, without liability and to deduct from the Award Agreement price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration.

3.16. Rejection/Disqualification

The Commission reserves the right to reject the proposal of any Proposer who has failed to perform, in a timely manner, the scope of services of a previously awarded agreement. The

Commission reserves the right to inspect all facilities of Proposers in order to make a determination as to the available resources to perform properly under this award. The

Commission reserves the right to waive any irregularities, informalities, and technicalities and may, at its discretion, issue a re-procurement. More than one (1) proposal from an individual, firm, partnership, corporation, or association under the same or different names will not be considered. Reasonable grounds for believing that a Proposer is involved in more than one proposal submittal will be cause for rejection of all proposals in which such Proposers are believed to be involved. Any or all proposals will be rejected if there is reason to believe that collusion exists between Proposers. Proposals in which the prices obviously are unbalanced will be subject to rejection.

3.17. Purchasing Code

Seminole County Code Chapter 220 (Purchasing Code), Administrative Code Section 3.55

(Purchasing Policy), and County Manager Policies apply to this RFP in their entirety.

3.18. Affirmation

By submission of a proposal, the Proposer affirms that their proposal is made without prior understanding, agreement or connection with any corporation, firm, or person submitting a proposal for the same materials, supplies, equipment or services, and is in all respects fair and without collusion or fraud. The Proposer agrees to abide by all conditions of this RFP and the resulting Award Agreement as approved by the Central Florida Commuter Rail

Commission.

3.19. Governmental Restrictions

In the event that any governmental restrictions are imposed which would necessitate alteration of the material quality, workmanship or performance of the items offered on this proposal prior to their delivery, it shall be the responsibility of the Proposer to notify the Commission at once, indicating in his/her letter the specific regulation which required an alteration, including any price adjustments occasioned thereby. The Commission reserves the right to accept such alteration or to cancel the contract or order at no further expense to the Commission.

3.20. Advertising

In submitting a proposal, Proposer agrees not to use the results therefrom as a part of any commercial advertising, without the express written approval of the Commission.

3.21. Patents and Royalties

Unless otherwise provided, the Proposer shall be solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of the contract resulting from this

PS. The Proposer, without exception, shall indemnify and save harmless the Commission, its members, and its employees from liability of any nature or kind, including cost and expenses for or on account of any copyrighted, patented, or unpatented invention, process, or article manufactured or supplied by the Proposer. In the event of any claim against the Commission of copyright or patent infringement, the Commission shall promptly provide written notification to the Proposer. If such a claim is made, the Proposer shall use its best efforts to promptly purchase for the Commission the legitimate version of any infringing products or services or procure a license from the patent or copyright holder at no cost to the Commission that will allow continued use of the service or product. If none of the alternatives are reasonably available, the

Commission agrees to return the article on request to the Proposer and receive reimbursement, if any, as may be determined by a court of competent jurisdiction.

3.22. Drug-Free Workplace Compliance

Proposer shall comply with Section 287.087, Florida Statutes, and failure to comply shall result in rejection/disqualification of the proposal and all agreements as a result of this solicitation.

3.23. Public Entity Crime

Any Person or affiliate, as defined in Section 287.133, Florida Statutes, shall not be allowed to contract with the Commission, nor be allowed to enter into a subcontract for Work on this project, if such a person or affiliate has been convicted of a public entity crime within three (3) years from the date this project was advertised for Proposal, or if such person or affiliate was listed on the State's convicted vendor list, within three (3) years of the date this project was advertised, whichever time period is greater. A public entity crime means a violation of any state or federal law with respect to and directly related to the transaction of business with any public entity or agency (federal, state or local), including but not limited to, any contract for the construction or repair of a public building or public work involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, forgery, falsification of records, receiving stolen property or material misrepresentation. Any Agreement with the Commission obtained in violation of this

Section shall be subject to termination for cause. A sub-contractor who obtains a subcontract in violation of this Section shall be removed from the project and promptly replaced by a sub-contractor acceptable to the Commission.

3.24. Proprietary/Restrictive Specifications

Proposers who feel the specifications contained herein are proprietary or restrictive in nature, thus potentially resulting in reduced competition, must notify the Purchasing and Contracts

Division of their rejection upon receipt of this Request for Proposals and prior to the due date.

3.25. Payment Terms/Discounts

Payment terms are in accordance with Section 218, Part VII, Florida Statutes, Florida Prompt

Payment Act. Cash discounts for prompt payment shall not be considered in determining the lowest net cost for evaluation purposes.

3.26. Additional Terms and Conditions

Unless expressly accepted by the Commission, only the terms and conditions in this document and Award Agreement shall apply. Any and all additional terms and conditions shall have no force and effect, and are inapplicable to this proposal if submitted either purposely through intent or design, or inadvertently appearing separately in transmittal letters, specifications, literature, price lists or in any other manner. It is understood and agreed that the general and/or special conditions in these RFP documents and any Addenda issued under this solicitation are the only conditions applicable to this proposal and the Proposer's authorized signature on the

Proposal Response Form attests to this.

4. Instructions for the preparation of Submittals

The Proposer is expected to completely analyze the information contained in this Request for

Proposals (RFP) as guidance for the preparation of their written proposal. The Proposer’s written proposal should be specific, detailed, and complete in order to clearly and fully demonstrate the Proposer’s understanding of the proposed work requirements, and it should include a logical plan to accomplish the task(s) under the proposed scope of work.

The Proposer(s) warrants its response to this Request for Proposals to be fully disclosed and correct. The firm must submit a proposal complying with this request for proposals, and the information, documents and material submitted in the proposal must be complete and accurate in all material aspects. The proposals shall include all of the information solicited in this RFP and any additional data that the Proposer deems pertinent to the understanding and evaluation of the proposal. Proposals must be organized and sections tabbed in the order noted below.

The Proposer shall not withhold any information from the written response in anticipation of presenting the information orally or in a demonstration since oral presentations or demonstrations are at the option of the Evaluation Committee. Marketing materials shall not be included as documentation of Proposer’s ability to provide services required. Compliance with all requirements will be solely the responsibility of the Proposer and failure to provide requested information may result in disqualification of response.

4.1. Type of Business*

☐ Corporation

☐ Joint Venture

☐ Partnership

☐ Proprietorship

*Response required

4.2. Type in your Legal Entity Name Here.*

This name will be verified against the Secretary of State website.

*Response required

4.3. Federal Employer ID Number (FEIN)*

*Response required

4.4. Incorporated in the State of ________.*

Ex.) Florida

*Response required

4.5. List of Principals*

*Response required

4.6. Upload evidence of authority to do business in the State of Florida.* Acceptable form of evidence includes Secretary of State download, or Certificate of Status.

*Response required

4.7. Proposal Content*

WARNING: DO NOT UPLOAD CONFIDENTIAL INFORMATION HERE.

A. Letter of Transmittal: This letter will summarize in a brief and concise manner, the

Proposer's understanding of the scope of work and make a positive commitment to perform the work in a timely manner. The letter should name all of the persons authorized to make representations for the Proposer, including the titles, addresses and telephone numbers of such persons. An authorized agent of the Proposer must sign the

Letter of Transmittal indicating the agent’s title or authority. This letter should also serve as acknowledgement by the Proposer that the contents of the submittal are true and accurate, and that the requirements of this RFP can be met, including but not limited to, insurance, bonding and licensing requirements. Further, the Proposer acknowledges their intent to execute an Agreement with the Commission.

B. STATEMENT OF QUALIFICATIONS/PERSONNEL: Each proposal shall include a statement of the contractor’s qualifications that includes:

1. A description of the contractor’s experience with similar work, including references for at least three (3) existing or past clientele. Use “Similar Project Experience” form.

The Commission intends to conduct reference checks of those clients. These checks will be designed to validate the company’s performance, ascertain the difference (if any) between expectations and delivery, and determine overall satisfaction with the company’s services.

C. PROJECT UNDERSTANDING AND APPROACH: Each proposal shall include a statement detailing the contractor’s understanding of, and planned approach to, the services contemplated in the Scope of Services section of this document. This statement shall include the following:

1. A description of contractor’s understanding of the Scope of Services and how contractor will approach work.

D. PRICE PROPOSAL: Proposer must submit costs inclusive of all direct and indirect components, services, insurance, coordination and incidentals necessary for the performance of the services.

1. When the Price Proposal Form(s) is included as part of the solicitation documents, Proposals must be submitted only upon the forms provided, with all items properly filled out in non-erasable permanent ink and must be properly signed and dated. The

Proposal Form(s) will be rejected if it shows any omissions, alterations of form of any kind.

*Response required

4.8. License Sanctions*

Regulatory/license agency sanctions within the past 5 years.

(If Proposer prefers to upload a file, upload in next question and enter "see file upload" in this field)

*Response required

4.9. License Sanctions

Regulatory/license agency sanctions within the past 5 years.

4.10. Conflict of Interest Statement*

I certify that I am an authorized representative (the Affiant) of my company (the Entity submitting this response) to sign and submit this statement on my company's behalf.

My company is submitting an Expression of Interest for the Seminole County project described as SunRail Attorney Services.

The Affiant has made diligent inquiry and provides the information contained in this Affidavit based upon his/her own knowledge.

The Affiant states that only one submittal for the above project is being submitted and that the above-named entity has no financial interest in any other entities submitting proposals for the same project.

Neither the Affiant nor the above named entity has directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free competitive pricing in connection with the entity's submittal for the above project. This statement restricts the discussion of pricing data until the completion of negotiations and execution of the

Agreement for this project.

Neither the entity nor its affiliates, nor anyone associated with them, is presently suspended or otherwise ineligible from participating in contract lettings by any local, state, or federal agency.

Neither the entity, nor its affiliates, nor anyone associated with them have any potential conflict of interest due to any other clients, contracts, or property interests for this project.

The Affiant certifies that no member of the entity's ownership, management, or staff has a vested interest in any aspect of the Commission or any local government partner relating to

SunRail.

The Affiant certifies that no member of the entity's ownership or management is presently applying for an employee position or actively seeking an elected position with the Commission or any local government partner relating to SunRail.

The Affiant certifies that no member of the entity’s ownership or management is currently serving as a member of any Commission or local government partner advisory board(s) or committee(s), or alternatively, state the individual(s) name(s), who is a member of the above-named entity’s ownership or management, and is currently serving as a member, and on which any Commission or local government partner advisory board(s) or committee(s) they are currently serving as a member, in the following question.

☐ Please confirm

4.11. Conflict of Interest Statement Cont...*

A. Enter the name(s) of the individual(s) who is serving on a local government partner advisory board(s) or committee(s).

B. Enter the advisory board(s) or committee(s) that the individual(s) is serving as a member.

• If this is not applicable, type "N/A."

*Response required

4.12. Compliance with the Public Records Law*

CONTRACTOR shall comply with the Public Records Law as provided by Chapter 119, Florida

Statutes, and all applicable amendments. Proposers must invoke the exemptions to disclosure provided by law in the response to the solicitation and must identify the data or other materials to be protected separately, and must state the reasons why such exclusion from public disclosure is necessary. The submission of a response authorizes release of your firm’s credit data to Seminole County and the Commission.

If the company submits information exempt from public disclosure, the company must identify why the information is exempt from the Public Records Act, identifying the specific exemption section that applies to each. The protected information must be submitted to the County separately in the "Confidential Files" section if the information qualifies as “EXEMPT FROM

PUBLIC RECORDS LAW”. Failure to identify protected material separately will cause the

County and the Commission to release this information in accordance with the Public records

Law despite any markings on individual pages of your submittal/proposal.

A. CONTRACTOR acknowledges COUNTY and Commission's obligations under Article 1, Section 24, Florida Constitution and Chapter 119, Florida Statues, to release public records to members of the public upon request. CONTRACTOR acknowledges that

COUNTY and Commission are required to comply with Article 1, Section 24, Florida

Constitution and Chapter 119, Florida Statutes, in the handling of the materials created under this Agreement and that said statute controls over the terms of this Agreement.

B. CONTRACTOR specifically acknowledges its obligations to comply with Section

119.0701, Florida Statutes, with regard to public records, and shall:

1. keep and maintain public records that ordinarily and necessarily would be required by COUNTY and the Commission in order to perform the services required under this Agreement;

2. provide the public with access to public records on the same terms and conditions that COUNTY and Commission would provide the records and at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law;

3. ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law; and;

4. meet all requirements for retaining public records and transfer, at no cost to the

COUNTY and Commission, all public records in possession of CONTRACTOR upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to COUNTY and Commission in a format that is compatible with the information technology system of COUNTY and

Commission.

C. Failure to comply with this Section shall be deemed a material breach of this Agreement for which the Commission may terminate this Agreement immediately upon written notice to CONTRACTOR.

By submitting a response to this solicitation, the company agrees to defend the COUNTY and the Commission in the event it is forced to litigate the public records status of the company’s documents.

☐ Please confirm

*Response required

4.13. Confidential File(s)

In compliance with Chapter 119, Florida Statutes, if Proposer must include confidential information that qualifies as “EXEMPT FROM PUBLIC RECORDS LAW" as part of their response to this RFP, it shall be uploaded here.

If the company submits information exempt from public disclosure, the company must identify why the information is exempt from the Public Records Act, identifying the specific exemption section that applies to each.

4.14. Worker’s Compensation Compliance Certification*

Chapter 440, Florida Statutes establishes a workers’ compensation system designed to assure the quick and efficient delivery of disability and medical benefits to an injured worker and to facilitate the worker’s return to gainful employment at a reasonable cost to the employer.

To comply with this requirement, the undersigned hereby certifies that:

☐ Has fully complied with all requirements of Chapter 440, Florida Statutes, including provisions regarding reporting and premium payments; or

☐ Is exempt from the provisions of Chapter 440, Florida Statutes (reasons shall be stated in the following question).

*Response required

4.15. Worker’s Compensation Compliance Certification Cont...* If the undersigned is exempt from the provisions of Chapter 440, Florida Statutes, state the reasons here. If this is not applicable, type "N/A."

*Response required

4.16. W-9 Form*

Please upload your current W9 form here

4.17.