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HomeMy Public PortalAbout2018 Safe Routes to School Program Agreement.pdfPROFESSIONAL SERVICES AGREEMENT BETWEEN THE VILLAGE OF KEY BISCAYNE AND KIMLEY-HORN AND ASSOCIATES, INC. THIS AGREEMENT (this "Agreement") is made effective as of the b day of e, 2018 (the "Effective Date"), by and between the VILLAGE OF KEY BISCAYNE, FLORIDA, a Florida municipal corporation, whose principal address is 88 West McIntyre Street, Key Biscayne, Florida 33149 (hereinafter the "Village"), and Kimley-Horn And Associates, Inc., a North Carolina corporation authorized to do business in Florida, whose principal address is 365 Ailwwlir+ orcksSkitio,GACxh4J, (hereinafter the "Consultant"). F L 3313L{ WHEREAS, in response to the Village's Request for Qualifications ("RFQ") No. 2017-08-03, Consultant submitted a proposal for the Services (as hereinafter defined); WHEREAS, the Consultant and Village, through mutual negotiation, have agreed upon a scope of services, schedule, and fee for professional engineering services in connection with the Village's Safe Routes to School project ("Project"), as set forth in the Consultant's Proposal attached hereto as Exhibit "A" (the "Services"); and WHEREAS, the Village desires to engage the Consultant to perform the Services and provide the deliverables as specified below. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the Consultant and the Village agree as follows: 1. Scope of Services. The Consultant shall furnish such professional services and provide deliverables (the "Services") for Safe Routes to School program, as described in the Proposal attached hereto and made a part hereof as Exhibit "A" (the "Statement of Work" or "Services") . 2. Term/Commencement Date. 2.1 This Agreement shall become effective upon the Effective Date and shall remain in effect until Consultant completes the Services described herein, which Services are scheduled to be completed in accordance with the Statement of Work and schedule set forth in Exhibit "A", unless earlier terminated in accordance with Paragraph 8. 1 2 2 Consultant agrees that time is of the essence and Consultant shall complete the Services within the timeframes set forth in the Statement of Work attached hereto as Exhibit A and as provided in this Agreement unless the Village Manager approves in writing an extension of time for completion of the Services 3 Compensation and Payment 3 1 Compensation for Services provided by Consultant shall not exceed the amount of $167 890 51 as set forth in the Statement of Work attached hereto as Exhibit A Said compensation shall only be after Village has made a determination that payments are for allowable costs pursuant to this Agreement in accordance with the Federal cost principles as codified in 2 CFR 255 3 2 Consultant shall deliver an invoice to Village no more often than once per month detailing Services completed and the amount due to Consultant under this Agreement Fees shall be paid in arrears each month pursuant to Consultants invoice which shall be based upon the percentage of work completed for each task invoiced The Village shall pay the Consultant in accordance with the Florida Prompt Payment Act after approval and acceptance of the Services by the Village Manager 3 3 Consultant shall not receive any fees or compensation based on contingency 4 Subconsultants 41 The Consultant shall be responsible for all payments to any subconsultants and shall maintain responsibility for all work related to the Project Consultant shall certify that all subconsultants have not been suspended or debarred from the use of public funds 4 2 Consultant may only utilize the services of a particular subconsultant with the prior written approval of the Village Manager which approval may be granted or withheld in Village Managers reasonable discretion 5 Village s Responsibilities 51 Village shall make available any maps plans existing studies reports and other data pertinent to the Services and in possession of the Village 2 I 5 2 Upon Consultants request Village shall reasonably cooperate in arranging for access to any real property as required for Consultant to perform the Services 6 Consultant's Responsibilities 6 1 The Consultant shall exercise the same degree of care skill and diligence in the performance of the Services for the Project as is ordinarily provided by a Consultant under similar circumstances If at any time during the term of this Agreement or within two (2) years from the completion of the Project it is determined that the Consultant's deliverables or services are incorrect not properly rendered defective or fail to conform to the Services for the Project upon written notification from the Village Manager the Consultant shall at Consultant s sole expense immediately correct its deliverables or Services 6 2 The Consultant hereby warrants and represents that at all times during the term of this Agreement it shall maintain in good standing all required licenses certifications and permits required under Federal State and local laws applicable to and necessary to perform the Services for Village as an independent Consultant of the Village 7 Conflict of Interest 7 1 Consultant must disclose the name of any officer director or agent who is also an employee of the Village Further Consultant must disclose the name of any Village employee who owns directly or indirectly an interest in the Consultant s firm or any of its branches Consultant shall be in compliance with all Federal, State and Local ethic and conflict of interest laws and regulations such as but not limited to 23 CFR 1 33 and Section 287 057 Florida Statues 7 2 For the duration of this Agreement Consultant shall not provide any expert or professional services to any private or public entity for matters in which the entity will be appearing before the Village Council or Village with adversarial issues or proceedings 8 Termination 8 1 The Village Manager without cause may terminate this Agreement upon five (5) calendar days written notice to the Consultant or immediately with cause 3 8 2 The Village Manager may terminate this Agreement for cause such as a breach of a material term of this Agreement immediately 8 3 Upon receipt of the Village's written notice of termination Consultant shall immediately stop work on the Project unless directed otherwise by the Village Manager 8 4 In the event of termination by the Village the Consultant shall be paid a fair payment as negotiated by the Village for all work completed up to the date of termination provided that the Consultant has first complied with the provisions of Paragraph 8 5 8 5 The Consultant shall transfer all books records reports working drafts documents maps and data pertaining to the Services and the Project to the Village in a hard copy and electronic format within fourteen (14) days from the date of the written notice of termination or the date of expiration of this Agreement 9 Insurance 9 1 Consultant shall secure and maintain throughout the duration of this Agreement insurance of such types and in such amounts not less than those specified below as satisfactory to Village naming the Village as an Additional Insured underwritten by a firm rated A -X or better by A M Best and qualified to do business in the State of Honda The insurance coverage shall be primary insurance with respect to the Village its officials employees agents and volunteers naming the Village as additional insured Any insurance maintained by the Village shall be in excess of the Consultant s insurance and shall not contribute to the Consultant s insurance The insurance coverages shall include at a minimum the amounts set forth in this Section 9 and may be increased by the Village as it deems necessary or prudent 9 2 Commercial General Liability coverage with limits of liability of not less than a $1 000 000 per Occurrence combined single limit for Bodily Injury and Property Damage This Liability Insurance shall also include Completed Operations and Product Liability coverages and eliminate the exclusion with respect to property under the care custody and control of Consultant The General Aggregate Liability limit and the Products/Completed Operations Liability Aggregate limit shall be in the amount of $2 000 000 each 9 3 Workers Compensation and Employers Liability insurance to apply for all employees for statutory limits as required by applicable State and Federal laws The policy(ies) must include Employers Liability 4 with minimum limits of $1 000 000 00 each accident No employee subconsultant or agent of the Consultant shall be allowed to provide Services pursuant to this Agreement who is not covered by Worker s Compensation insurance 9 4 Business Automobile Liability with minimum limits of $1 000 000 per Occurrence combined single limit for Bodily Injury and Property Damage Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy without restrictive endorsements as filed by the Insurance Service Office and must include Owned Hired and Non -Owned Vehicles 9 5 Professional Liability Insurance in an amount of not less than One Million Dollars ($1 000 000 00) per occurrence single limit 9 6 Certificate of Insurance Certificates of Insurance shall be provided to the Village reflecting the Village as an Additional Insured (except with respect to Professional Liability Insurance), no later than ten (10) days after award of this Agreement and prior to the execution of this Agreement by Village and prior to commencing any Services Each certificate shall include no less than (30) thirty day advance written notice to Village prior to cancellation termination or material alteration of said policies or insurance The Consultant shall be responsible for assuring that the insurance certificates required by this Section remain in full force and effect for the duration of this Agreement including any extensions or renewals that may be granted by the Village The Certificates of Insurance shall not only name the types of policy(ies) provided but also shall refer specifically to this Agreement and shall state that such insurance is as required by this Agreement The Village reserves the right to inspect and return a certified copy of such policies upon written request by the Village If a policy is due to expire prior to the completion of the Services renewal Certificates of Insurance shall be furnished thirty (30) calendar days prior to the date of their policy expiration Each policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days written notice shall be provided to the Village before any policy or coverage is cancelled or restricted Acceptance of the Certificate(s) is subject to approval of the Village 9 7 Additional Insured Except with respect to Professional Liability Insurance, the Village is to be specifically included as an Additional Insured for the liability of the Village resulting from Services performed by or on behalf of the Consultant in performance of this Agreement The Consultants insurance including that applicable to the Village as an Additional Insured shall apply on a primary basis and any other insurance maintained by the Village 5 shall be in excess of and shall not contribute to the Consultant's insurance. The Consultant's insurance shall contain a severability of interest provision providing that, except with respect to the total limits of liability, the insurance shall apply to each Insured or Additional Insured (for applicable policies) in the same manner as if separate policies had been issued to each. 9.8 Deductibles. All deductibles must be declared to and be reasonably approved by the Village. The Consultant shall be responsible for the payment of any in the event of any claim. 9.9 The provisions of this section shall survive termination of this Agreement. 10. Nondiscrimination. 10.1 During the duration of this Agreement, Consultant, with regard to the work performed, shall not discriminate on the basis of race, color, national origin, or sex in the selection and retention of sub - consultants, including procurements of materials and leases of equipment. The Consultant shall not participate either directly or indirectly in the discrimination prohibited by: (i) 49 Code of Federal Regulations Part 21; (ii) the laws of the State of Florida; (iii) Miami - Dade County regulations; and (iv) any policies and ordinances of the Village. 10.2 No person shall, on the grounds of race, color, sex, religion, age, disability, national origin or marital status, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program, activity or service funded through this Agreement. 11. Attorneys Fees and Waiver of Jury Trial. 11.1 In the event of any litigation arising out of this Agreement, the prevailing party shall be entitled to recover its attorneys' fees and costs, including the fees and expenses of any paralegals, law clerks and legal assistants, and including fees and expenses charged for representation at both the trial and appellate levels. 11.2 IN THE EVENT OF ANY LITIGATION ARISING OUT OF THIS AGREEMENT, EACH PARTY HEREBY KNOWINGLY, IRREVOCABLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO TRIAL BY 6 JURY. CONSULTANT AND VILLAGE AGREE, IN THE EVENT OF LITIGATION, TRIAL SHALL BE BY JUDGE, OR BENCH TRIAL. 12. Indemnification. 12.1 To the fullest extent permitted by law, Consultant shall indemnify and hold harmless the Village, the State of Florida, and the Florida Department of Transportation (collectively, "Indemnitees") and lndemnitees' officers, employees, and agents from and against all liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's fees, to the extent caused by negligence, recklessness, or intentional wrongful misconduct of the Consultant and persons employed or utilized by the Consultant in the performance of this Agreement. 12.2 This indemnification shall survive termination of this Agreement. 12.3 Nothing contained in this section 12 is intended to, nor shall it, constitute a waiver of the State of Florida's sovereign immunity and the Village's sovereign immunity. 13. Notices/Authorized Representatives. 13.1 Any notices required by this Agreement shall be in writing and shall be deemed to have been properly given if transmitted by hand - delivery, by registered or certified mail with postage prepaid return receipt requested, or by a private postal service, addressed to the parties (or their successors) at the following addresses: For the Village: With a copy to: John C. Gilbert Village Manager Village of Key Biscayne 88 West McIntyre Street Key Biscayne, FL 33149 Stephen J. Helfman, Esq. Village Attorney Weiss Serota Helfman Cole & Bierman, P.L. 2525 Ponce de Leon Blvd., Suite 700 Coral Gables, Florida 33134 For The Consultant: Attention: L v Alwope. 7 ass Aik4001#A Gwae1 3104e, P OO Carat Cwdelt•s, FL. 33134 14. Governing Law And Venue. 14.1 This Agreement shall be construed in accordance with and governed by the laws of the State of Florida. Venue for any litigation arising out of this Agreement shall be proper exclusively in Miami -Dade County, Florida. 15. Entire Agreement/Modification/Amendment. 15.1 This writing contains the entire Agreement of the parties and supersedes any prior oral or written representations. No representations were made or relied upon by either party, other than those that are expressly set forth herein. 15.2 No agent, employee, or other representative of either party is empowered to modify or amend the terms of this Agreement, unless executed with the same formality as this document. 15.3 Consultant represents that is an entity validly existing and in good standing under the laws of Florida. The execution, delivery and performance of this Agreement by Consultant have been duly authorized, and this Agreement is binding on Consultant and enforceable against Consultant in accordance with its terms. No consent of any other person or entity to such execution, delivery and performance is required. 16. Ownership and Access to Records and Audits. 16.1 Consultant acknowledges that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether patentable or not) which relate to Services to the Village which are conceived, developed or made by Consultant during the term of this Agreement ("Work Product") belong to the Village. Consultant shall promptly disclose such Work Product to the Village and perform all actions reasonably requested by the Village (whether during or after the term of this Agreement) to establish and confirm such ownership (including, without limitation, assignments, powers of attorney and other instruments). 16.2 All records, books, documents, maps, data, deliverables, papers and financial information (the "Records") that result from the Consultant providing the Services to the Village under this Agreement shall be the property of the Village. 8 16 3 The Village Manager or designee shall during the term of this Agreement and for a period of five (5) years from the date of termination of this Agreement have access to and the right to examine and audit any Records of the Consultant involving transactions related to this Agreement In addition the Consultant agrees to comply specifically with the provisions of Section 119 0701 Florida Statutes as amended 16 4 The Consultant shall preserve and make available at reasonable time for examination and audit by Village and FHWA all financial records supporting documents statistical records and any other documents pertinent to this agreement for the required retention period of the Florida Public Records Act (Chapter 119 Florida Statutes) 16 5 The Village may cancel and terminate this Agreement immediately for refusal by the Consultant to allow access by the Village Manager or his designee to any Records pertaining to work performed under this Agreement that are subject to the provisions of Chapter 119 Florida Statutes as amended Section 119 0701(2)(a), Florida Statutes 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 Custodian of Records Jennifer Medina Mailing address Telephone Email 17 Non -assignability 88 West McIntyre Street Key Biscayne, FL 33149 305-365-5506 ImedinaAkevbiscavne fl cloy 17 1 This Agreement shall not be assignable by Consultant unless such assignment is first approved by the Village Manager The Village is relying upon the apparent qualifications and expertise of the 9 Consultant, and such firm's familiarity with the Village's area, circumstances and desires. 18. Severability. 18.1 If any term or provision of this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each remaining term and provision of this Agreement shall be valid and be enforceable to the fullest extent permitted by law. 19. Independent Contractor. 19.1 The Consultant and its employees, volunteers, and agents shall be and remain an independent Contractor and not an agent or employee of the Village with respect to all of the acts and services performed by and under the terms of this Agreement. This Agreement shall not, in any way, be construed to create a partnership, association, or any other kind of joint undertaking, enterprise or venture between the parties. 20. Compliance with Laws. 20.1 The Consultant shall comply with all applicable laws, ordinances, rules, regulations, and lawful orders of public authorities in carrying out Services under this Agreement, and in particular shall obtain all required permits and certifications from all jurisdictional agencies to perform the Services under this Agreement. 21. Waiver 21.1 The failure of either party to this Agreement to object to or to take affirmative action with respect to any conduct of the other which is in violation of the terms of this Agreement shall not be construed as a waiver of the violation or breach, or of any future violation, breach or wrongful conduct. 22. Survival of Provisions 22.1 Any terms or conditions of either this Agreement that require acts beyond the date of the term of the Agreement, shall survive termination of the Agreement, shall remain in full force and effect unless and until the terms or conditions are completed and shall be fully enforceable by either party. 23. Prohibition of Contingency Fees. 10 23.1 The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person(s), company, corporation, individual or firm, other than a bona fide employee working solely for the Consultant, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement. 24. Public Entity Crimes Affidavit 24.1 Consultant shall comply with Section 287.133, Florida Statutes, as amended (Public Entity Crimes Statute), notification of which is hereby incorporated herein by reference, including execution of any required affidavit. 25. Counterparts 25.1 This Agreement may be executed in several counterparts, each of which shall be deemed an original and such counterparts shall constitute one and the same instrument. 26. E -Verify 26.1 The Consultant shall utilize the United States Department of Homeland Security's E -Verify system to confirm the employment eligibility of all persons employed by the Consultant during the term of the Agreement to perform employment duties within Florida and all persons, including subconsultants, assigned by the Consultant to perform work pursuant to the Agreement with the Department. 27. Performance Evaluation 27.1 The Village Manager will evaluate the Consultant's performance of the Services through the duration of this Agreement. The Village Manager will complete the evaluation upon final review of completed Services. Consultant will receive the performance evaluation within 30 days of final invoice. This evaluation is a public record. 28. Disadvantaged Business Enterprise (DBE) Policy and Obligation 28.1 It is the policy of the Village that DBA's, as defined in 49 CFR Part 26, as amended, shall have the opportunity to participate in the 11 performance of contracts financed in whole or in part with federal and state funds. under this Agreement. The DBE requirements of applicable federal and state laws and regulations apply to this Agreement. 28 Contractual Limitation On Liability 28.1 IF THE REQUIREMENTS OF §558.0035, FLORIDA STATUTES, HAVE BEEN MET, THEN A DESIGN PROFESSIONAL OR AGENT OF THE CONSULTANT IS NOT INDIVIDUALLY LIABLE FOR DAMAGES RESULTING FROM NEGLIGENCE OCCURRING WITHIN THE COURSE AND SCOPE OF THIS AGREEMENT. [Remainder of page intentionally left blank] 12 IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date written below their signatures. CONSULTANT: \444\ s 4"0 a AriSoaAeS1 t blc, By: Name: "No" T. � Title: 5t. VI freillWit Date Executed: -0/1°1 13 Village Attorney IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and date first above written. VILLAGE: VILLAGE OF KEY BISCAYNE, a Florida municipal corporation Andrea Agha, Village Manager Date Executed: SIC / l`\ Attest: nifer dins, Vi ge Clerk, CMC Approved as to Form and Legal Sufficiency: 14 EXHIBIT "A" SCOPE OF SERVICES The Village desires to select a Consultant(s) for the Services of engineering design of Safe Routes to School program as per recommended improvements in the Key Biscayne K-8 Safe Routes to School Application (Appendix H) The consultant shall design and prepare all necessary construction bid documents for the project The Consultant shall have professional engineering including transportation and traffic expertise The Consultant will perform all necessary NEPA compliance requirements The consultant will provide all necessary reports and documentation to abide by FDOT LAP Manual r LOCAL AGENCY PROGRAM FEDERAL -AID TERMS For PROFESSIONAL SERVICES CONTRACTS 375-040-84 PROGRAM MANAGEMENT 12/17 Page 1 of 3 TERMS FOR FEDERAL AID CONTRACTS (APPENDIX 11; The following terms apply to all contracts in which it is indicated that the services involve the expenditure of federal funds: A. It is understood and agreed that all rights of the Local Agency relating to inspection, review, approval, patents, copyrights, and audit of the work, tracing, plans, specifications, maps, data, and cost records relating to this Agreement shall also be reserved and held by authorized representatives of the United States of America. B. All tracings, plans, specifications, maps, computer files and/or reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived therefrom, will be considered works made for hire and will become the property of the Agency upon completion or termination without restriction or limitation on their use and will be made available, upon request, to the Agency at any time during the performance of such services and/or completion or termination of this Agreement. Upon delivery to the Agency of said document(s), the Agency will become the custodian thereof in accordance with Chapter 119, Florida Statutes. The Consultant will not copyright any material and products or patent any invention developed under this agreement. The Agency will have the right to visit the site for inspection of the work and the products of the Consultant at any time. C. It is understood and agreed that, in order to permit federal participation. no supplemental agreement of any nature may be entered into by the parties hereto with regard to the work to be performed hereunder without the approval of the U.S. Department of Transportation, anything to the contrary in this Agreement not withstanding. D. The consultant shall provide access by the Florida Department of Transportation (recipient), the Agency (subrecipient), the Federal Highway Administration, the U.S. Department of Transportation's Inspector General, the Comptroller General of the United States, or any of their duly authorized representatives to any books, documents, papers, and records of the consultant which are directly pertinent to that specific contract for the purpose of making audit, examination, excerpts, and transcriptions. E. Compliance with Regulations: The Consultant shall comply with the Regulations: relative to nondiscrimination in Federally -assisted programs of the U.S. Department of Transportation Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this Agreement. F. Nondiscrimination: The Consultant, with regard to the work performed during the contract, shall not discriminate on the basis of race, color, national origin, sex, age, disability, religion or family status in the selection and retention of subcontractors, including procurements of material and leases of equipment. The Consultant shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. G. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations made by the Consultant, either by competitive bidding or negotiation for work to be performed under a subcontract, including procurements of materials and leases of equipment, each potential subcontractor or supplier shall be notified by the Consultant of the Consultant's obligations under this contract and the Regulations relative to nondiscrimination on the basis of race, color, national origin, sex, age, disability, religion or family status. H. Information and Reports: The Consultant will provide all information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Local Agency, Florida Department of Transportation. Federal Highway Administration, Federal Transit Administration, Federal Aviation Administration, and/or Federal Motor Carrier Safety Administration to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of the Consultant is in the exclusive possession of another who fails or refuses to furnish this information, the Consultant shall so certify to the Local Agency, Florida Department of Transportation, Federal Highway Administration, Federal Transit Administration, Federal Aviation Administration, and/or the Federal Motor Carrier Safety Administration as appropriate, and shall set forth what efforts it has made to obtain the information. I. Sanctions for Noncompliance: In the event of the Consultant's noncompliance with the nondiscrimination provisions of this contract, the Local Agency shall impose such contract sanctions as it or the Florida Department of Transportation, Federal Transit Administration, Federal Aviation Administration, and/or Federal Motor Carrier Safety Administration may determine to be appropriate, including, but not limited to, 1. withholding of payments to the Consultant under the contract until the Consultant complies and/or 2 cancellation, termination or suspension of the contract, in whole or in part J. Incorporation or Provisions: The Consultant will include the provisions of Paragraph C through K in every subcontract, including procurements of materials and leases of equipment unless exempt by the Regulations, order, or instructions issued pursuant thereto. The Consultant shall take such action with respect to any subcontract or procurement as the Local Agency, Florida Department of Transportation, Federal Highway Administration, Federal Transit Administration, Federal Aviation Administration, and/or the Federal Motor Carrier Safety Administration may direct as a means of enforcing such provisions, including sanctions for noncompliance. In the event a Consultant becomes involved in. or is threatened with, litigation with a subconsultant or supplier as a result of such direction, the Consultant may request the Local Agency to enter into such litigation to protect the interests of the Local Agency, and, in addition, the Consultant may request the United States to enter into such litigation to protect the interests of the United States. K. Compliance with Nondiscrimination Statutes and Authorities: Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21; The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal -aid recipients, sub - recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131 --12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures non- discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). L. Interest of Members of Congress: No member of or delegate to the Congress of the United States will be admitted to any share or part of this contract or to any benefit arising therefrom. M. Interest of Public Officials: No member, officer, or employee of the public body or of a local public body during his tenure or for one year thereafter shall have any interest, direct or indirect, in this contract or the proceeds thereof. For purposes of this provision, public body shall include municipalities and other political subdivisions of States; and public corporations, boards, and commissions established under the laws of anyState. N. Participation by Disadvantaged Business Enterprises: The Consultant shall agree to abide by the following statement from 49 CFR 26.13(b). This statement shall be included in all subsequent agreements between the Consultant and any subconsultant or contractor. 1. The Consultant, sub recipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT -assisted contracts. Failure by the Consultant to carry out these requirements is a material breach of this contract, which may result in termination of this contract or other such remedy as the recipient deems appropriate. O. It is mutually understood and agreed that the willful falsification, distortion or misrepresentation with respect to any facts related to the project(s) described in this Agreement is a violation of the Federal Law. Accordingly, United States Code. Title 18, Section 1020, is hereby incorporated by reference and made a part of this Agreement. P. It is understood and agreed that if the Consultant at any time learns that the certification it provided the Local Agency in compliance with 49 CFR, Section 26.51, was erroneous when submitted or has become erroneous by reason of changed circumstances, the Consultant shall provide immediate written notice to the Local Agency. It is further agreed that the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction" as set forth in 49 CFR, Section 29.510, shall be included by the Consultant in all lower tier covered transactions and in all aforementioned federal regulation. Q. The Local Agency hereby certifies that neither the consultant nor the consultant's representative has been required by the Local Agency, directly or indirectly as an express or implied condition in connection with obtaining or carrying out this contract, to 1. employ or retain, or agree to employ or retain, any firm or person, or 2. pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind; The Local Agency further acknowledges that this agreement will be furnished to a federal agency, in connection with this contract involving participation of Federal -Aid funds, and is subject to applicable State and Federal Laws, both criminal and civil. R. The Consultant hereby certifies that it has not: 1. employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for the above contractor) to solicit or secure this contract; 2. agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out this contract; or 3. paid, or agreed to pay, to any firm. organization or person (other than a bona fide employee working solely for the above contractor) any fee contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out the contract. The consultant further acknowledges that this agreement will be furnished to the Local Agency, the State of Florida Department of Transportation and a federal agency in connection with this contract involving participation of Federal -Aid funds, and is subject to applicable State and Federal Laws, both criminal and civil. S. The Consultant shall utilize the U.S. Department of Homeland Security's E -Verify system to verify the employment eligibility of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E -Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION DRUG -FREE WORKPLACE PROGRAM CERTIFICATION 287.087 Preference to businesses with drug -free workplace programs. --Whenever two or more bids, proposals, or replies that are equal with respect to price, quality, and service are received by the state or by any political subdivision for the procurement of commodities or contractual services, a bid, proposal, or reply received from a business that certifies that it has implemented a drug -free workplace program shall be given preference in the award process. In order to have a drug -free workplace program, a business shall: (1) Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. (2) Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. (3) Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). (4) In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than 5 days after such conviction. (5) Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community by, any employee who is so convicted. (6) Make a good faith effort to continue to maintain a drug -free workplace through implementation of this section. Does the individual responding to this solicitation certify that their firm has implemented a drug - free workplace program in accordance with the provision of Section 287.087, Florida Statues, as stated above? YES NO NAME OF BUSINESS: YLeviley TRUTH IN NEGOTIATION CERTIFICATION Pursuant to Section 287.055(5)(a), Florida Statutes for any lump -sum or cost-plus a fixed fee professional services Agreement over the threshold amount provided in Section 287.017, Florida Statutes for CATEGORY FOUR, the Department of Transportation(Department) requires the Consultant to execute this Certificate and include it with the submittal of the Technical Proposal, or as prescribed in the Agreement advertisement. The Consultant hereby certifies. covenants, and warrants that wage rates and other factual unit costs supporting the compensation for the projects agreement are accurate, complete and current at the time of the Agreement. The Consultant further agrees that the original agreement price and any additions thereto shall be adjusted to exclude any significant sims by which the Department determines the agreement price was increased due to inaccurate, incomplete, or nonconcurrent wage rates and other factual unit costs. All such agreement adjustments shall be made within (1) year following the end of the Agreement. For purposes of the certificate, the end of the agreement shall be deemed to be the date of final billing or acceptance of the work by the Department, whichever is later. rwi1e4-Vote► cu'& ttssocWres,(4c,, Name of Consultant By: Ivy Print Name: tZir . o.r. k4f t Date: sAM CERTIFICATION REGARDING DEBARMENT, SUSPENSION AND OTHER RESPONSIBILITY MATTERS PRIMARY COVERED TRANSACTIONS 1. The Consultant/Contractor certifies to the best of its knowledge and belief, that it and its principals: a. Are not presently debarred, suspended, proposed for debarment, and declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency. b. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or falsification or destruction of records, making false statements, or receiving stolen property; c. Are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph 1.b of this certification; and d. Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State, or local) terminated for cause or default. 2. In the event, Consultant/Contractor engages or hires sub-consultants/sub-contractors are not debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from transaction by any Federal, State, or local department. 3. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall submit an explanation to the municipality. VbrvaK R4G� PRINT NAME OF CERTIFYING OFFICIAL (_ SIGNATURE OF CERTIFYING OFFICIAL DATE likAke - Nvert a, . Aijoa j, CONSULTANT/CONTRACTOR 375-030-33 PROCUREMENT 10/01 CERTIFICATION FOR DISCLOSURE OF LOBBYING ACTIVITIES ON FEDERAL -AID CONTRACTS (Compliance with 49CFR, Section 20.100 (b)) The prospective participant certifies, by signing this certification, that to the best of his or her knowledge and belief: (1) No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer of employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. (2) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities", in accordance with its instructions. (Standard Form-LLL can be obtained from the Florida Department of Transportation's Professional Services Administrator or Procurement Office.) This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Name of Consultant: B . Title: 4. V1ce Poe -411e4 Date: Authorized Signature SINGLE EXECUTION AFFIDAVITS THIS FORM COMBINES SEVERAL AFFIDAVIT STATEMENTS TO BE SWORN TO BY THE PROPOSER OR BIDDER AND NOTARIZED BELOW. IN THE EVENT THE PROPOSER OR BIDDER CANNOT SWEAR TO ANY OF THESE AFFIDAVIT STATEMENTS, THE PROPOSER OR BIDDER IS DEEMED TO BE NON -RESPONSIBLE AND IS NOT ELIGIBLE TO SUBMIT A PROPOSAL/BID. THESE SINGLE EXECUTION AFFIDAVITS ARE STATEMENTS MADE ON BEHALF OF: 1/<ivM ter i\&' a/►d j6,focleei, 1AC BY: 6-xart Rip 5f, vim Ptc k4 Consultant Name Individual's Name and Title - O''$5615 FEIN of Consultant tsif- Americans with Disabilities Act Compliance Affidavit The above named firm, corporation or organization is in compliance with and agreed to continue to comply with, and assure that any subConsultant, or third party Consultant under this project complies with all applicable requirements of the laws listed below including, but not limited to, those provisions pertaining to employment, provision of programs and services, transportation, communications, access to facilities, renovations, and new construction. • The American with Disabilities Act of 1990 (ADA), Pub. L. 101-336, 104 Stat 327, 42 USC 1210112213 and 47 USC Sections 225 and 661 including Title I, Employment; Title I I, Public Services; Title III, Public Accommodations and Services Operated by Private entities; Title IV, Telecommunications; and Title V, Miscellaneous Provisions. • The Florida Americans with Disabilities Accessibility Implementation Act of 1993, Section 553.501-553.513, Florida Statutes: • The Rehabilitation Act of 1973, 229 USC Section 794; • The Federal Transit Act, as amended 49 USC Section 1612; • The Fair Housing Act as amended 42 USC Section 3601-3631. Proposer Initials II. Public Entity Crimes Affidavit I understand that a "public entity crime" as defined in Paragraph 287.133(1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or of the United States, including but not limited to, any bid or Agreement for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentations. I understand that "convicted" or "conviction" as defined in Paragraph 287.133(1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, non -jury trial, or entry of a plea of guilty or nolo contendere. I understand that an "affiliate" as defined in Paragraph 287.133(1)(a), Florida Statutes, means: 1. A predecessor or successor of a person convicted of a public entity crime; or 2. An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. I understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes. means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding Agreement and which bids or applies to bid on Agreements for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, and partners, shareholders, employees, members, and agents who are active in management of an entity. Based on information and belief, the statement, which I have marked below, is true in relations to the entity submitting this sworn statement. (INDICATE WHICH STATEMENT APPLIES.) Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees. members, or agents who are active in the management of the entity, nor any affiliate of the entity has been charged with ad convicted of a public entity crime subsequent to July 1, 1989. The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. n The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida , Division of Administrative Hearings and the final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list (attach a copy of the final order). I understand that the submission of this form to the Agreementing officer for the public entity identified in paragraph 1 above is for that public entity only and that this form is valid through December 31 of the calendar year in which it is filed. I also understand that I am required to inform the public entity prior to entering into a Agreement in excess of the threshold amount provided in Section 287.017, Florida Statutes for category two of any change in the information contained in this form. SecT Proposer Initials II I. No Conflict of Interest or Contingent Fee Affidavit Proposer warrants that neither it nor any principal, employee, agent, representative nor family member has paid or will pay any fee or consideration that is contingent on the award or execution of a Agreement arising out of this solicitation. Proposer also warrants that neither it nor any principal. employee, agent, representative nor family member has procured or attempted to procure this Agreement in violation of any of the provisions of the Miami -Dade County conflict of interest or code of ethics ordinances. Further. Proposer acknowledges that any violation of these warrants will result in the termination of the Agreement and forfeiture of funds paid or to be paid to the Proposer should the Proposer be selected for the performance of this Agreement. Proposer Initials IV. Business Entity Affidavit Proposer hereby recognizes and certifies that no elected official, board member, or employee of the Village of Key Biscayne (the "Village") shall have a financial interest directly or indirectly in this transaction or any compensation to be paid under or through this transaction, and further, that no Village employee, nor any elected or appointed officer (including Village board members) of the Village, nor any spouse, parent or child of such employee or elected or appointed officer of the Village, may be a partner, officer, director or proprietor of Proposer or Vendor, and further, that no such Village employee or elected or appointed officer. or the spouse, parent or child of any of them, alone or in combination, may have a material interest in the Vendor or Proposer. Material interest means direct or indirect ownership of more than 5% of the total assets or capital stock of the Proposer. Any exception to these above described restrictions must be expressly provided by applicable law or ordinance and be confirmed in writing by Village. Further, Proposer recognizes that with respect to this transaction or bid, if any Proposer violates or is a party to a violation of the ethics ordinances or rules of the Village, the provisions of Miami -Dade County Code Section 2-11.1, as applicable to Village, or the provisions of Chapter 112, part III, Fla. Stat., the Code of Ethics for Public Officers and Employees, such Proposer may be disqualified from furnishing the goods or services for which the bid or proposal is submitted and may be further disqualified from submitting any future bids or proposals for goods or services to Village. Proposer Initials V. Anti -Collusion Affidavit 1. Proposer/Bidder has personal knowledge of the matters set forth in its Proposal/Bid and is fully informed respecting the preparation and contents of the attached Proposal/Bid and all pertinent circumstances respecting the Proposal/Bid; 2. The Proposal/Bid is genuine and is not a collusive or sham Proposal/Bid; and 3. Neither the Proposer/Bidder nor any of its officers, partners, owners, agents, representatives, employees, or parties in interest, including Affiant, has in any way colluded, conspired, connived, or agreed, directly or indirectly with any other Proposer/Bidder, firm, or person to submit a collusive or sham Proposal/Bid, or has in any manner, directly or indirectly, sought by agreement or collusion or communication or conference with any other Proposer/Bidder, firm, or person to fix the price or prices in the attached Proposal/Bid or of any other Proposer/Bidder, or to fix any overhead, profit, or cost element of the Proposal/Bid price or the Proposal/Bid price of any other Proposer/Bidder, or to secure through any collusion, conspiracy, connivance or unlawful agreement any advantage against Village of Key Biscayne or any person interested in the proposed Agreement. QSIt Proposer Initials Sworn Signature of Proposing Entity Representative and Notarization for all above Affidavits: -74fr 7440 frt. l'4:441-Iirkt. qui 44.9e ti, Signature 6TATC 0x" 1-c oLi a/ -- C OutITY of PALI't aFAG� Sworn to and subscribed before me this 2. f4.1) day 71.4 V' Personally known OR Produced identification Notary Public - State of Type of identification My commission expires: Printed, typed or stamped commissioned name of notary public ,207 "' . DIXIE L MCGAFFICK •s ;.= Commission # GG 257658 Expires 24, 2022 o `olA� Bonded TM Troy Fain Insurance 800-38S-7019