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.
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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
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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
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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
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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
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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
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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.
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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
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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.
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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
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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]
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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
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