JACKSONVILLE TRANSPORTATION PROPOSAL SUBMISSION … · jacksonville transportation authority...

121 W. Forsyth Street., Suite 200 • Jacksonville, Florida 32202

JACKSONVILLE TRANSPORTATION AUTHORITY

REQUEST FOR PROPOSALS (RFP) FOR

___________________________

PROPOSAL SUBMISSION DATE:

BY 2:00 PM (LOCAL), WEDNESDAY, APRIL 6, 2016

RFP NUMBER: P-16-037

Jacksonville Transportation Authority 121 West Forsyth Street, Suite 200 Jacksonville, Florida 32202

JTA RFP No. P-16-037

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REQUEST FOR PROPOSALS

TABLE OF CONTENTS

SECTION I: NOTICE FOR PUBLICATION

SECTION II: INSTRUCTIONS TO PROPOSERS

SECTION III: SELECTION CRITERIA

SECTION IV: INSURANCE REQUIREMENTS

SECTION V: CONTRACT

SECTION VI: REQUIRED FORMS & CERTIFICATIONS

EXHIBIT A: SCOPE OF WORK


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REQUEST FOR PROPOSAL No. P-16-037

SUBJECT: JTA MOBILITY WORKS PROGRAM – CONSTRUCTION, ENGINEERING & INSPECTION SERVICES (CEI)

PROPOSAL CLOSING: APRIL 06, 2016, 2:00 P.M. (LOCAL TIME)

SECTION I NOTICE FOR PUBLICATION

Sealed Proposals for P-16-037 JTA Mobility Works Program – Construction, Engineering & Inspection will be received by the Jacksonville Transportation Authority (the "Authority" or the "JTA"), until the above-stated Proposal opening date and time at the following location:

Jacksonville Transportation Authority, Receptionist Desk – Customer Center 121 West Forsyth Street, Suite 200 Jacksonville, Florida 32202

The Customer Center entrance is located on the Hogan Street side of the 121 Atlantic Place building. The complete Solicitation package will be available March 9, 2016 and must be obtained by sending an email request to JTA Procurement, at [email protected].

Disadvantaged Business Enterprise (DBE). All Proposers are hereby notified that the DBE requirements of 49 CFR Part 26 do apply to this Solicitation. The DBE participation goal for the Contract is Twenty-Two Percent (22%).

This contract is subject to contract compliance payment tracking, and the prime consultant and any DBE sub-consultants shall provide any noted and/or requested contract compliance-related payment data electronically in the B2GNow Contract Compliance Program System. The prime consultant and all DBE sub-consultants are responsible for responding by any noted response audit date or due date to any instructions or request for information, and to check the B2GNow Contract Compliance Program System on a regular basis. The prime consultant is responsible for ensuring all DBE sub-consultants have completed all requested items and that their contact information is up-to-date.

Access information related to consultant access of the system will be provided to a designated point of contact with each consultant upon award of the contract. The B2GNow Contract Compliance Program System is web-based and Contract Compliance Reporting – Vendor Training and can be accessed at the following Internet address: https://jtafla.dbesystem.com/FrontEnd/EventList.asp).


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mailto:[email protected]

https://jtafla.dbesystem.com/FrontEnd/EventList.asp

Contract Term. This Contract shall commence upon the Authority's issuance of a Notice to Proceed and shall be effective until the Contract is completed or terminated.

Basis of Award. The JTA will make the Contract award, if any, to the highest ranked responsive and responsible Proposer in accordance with its Procurement Rule 002, which is incorporated herein by reference. The JTA reserves the right to waive any irregularity in any Proposal, to request clarification of any Proposal, to request additional information from any Proposer, to reject any or all Proposals, in whole or in part, and to re-advertise, cancel, or postpone the Solicitation, at any time, with or without cause, without liability to any Proposer.

Minimum Requirements. Proposers must be in good standing and authorized to transact business in the State of Florida, and must not be listed in the System for Award Management (SAM) as an excluded party. In addition, all licenses required for Proposers whose businesses and professions are regulated by the Florida Department of Business and Professional Regulation must be active and current.

Bonds & Insurance. The Contract, if awarded, does not require a Performance Bond and/or a Payment Bond. Specific bonding and insurance requirements are set forth in the Solicitation package.

Pre-Proposal Meeting. Attendance at the Pre-Proposal Meeting is strongly encouraged. The Pre-Proposal Meeting will be conducted March 21, 2016 @ 3:00 p.m. at the following location:

Jacksonville Transportation Authority, Board Room 3rd Floor Board Room 121 West Forsyth Street, Suite 200 Jacksonville, Florida 32202

Those interested in calling in to the Pre-Proposal Meeting may use the following conference information:

USA Toll Free: (877) 873-8017 USA Caller Paid: (636) 651-3181 Access Code: 4089289

Proposers who desire to call-in must notify Procurement by email of their intent at least a day prior to the Pre-Proposal Meeting.

Contact Information. All questions or concerns regarding this Solicitation must be submitted by email to JTA Procurement, at [email protected], prior to 12:00 p.m. (noon, local time), March 28, 2016. Late questions will not be answered. All responses will be issued in an


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Addendum on March 31, 2016 that is provided to all Proposers who have obtained the Solicitation package from the JTA.

Cone of Silence. From the date of the initial publication of this Solicitation until an Award and the Cone of Silence period is expired, all communication relating to this Solicitation, with the exception of Disadvantaged Business Enterprise (DBE) related questions, shall be sent to the following JTA email address:

Jacqueline R. Glass C.P.M., CPSM Sr. Manager, Contracts, Procurement & Inventory Email: [email protected]

All DBE questions shall be sent to [email protected]. This includes questions related to certification or assistance with finding certified DBE’s to partner with.

If you are not sure who to send a question to, please send it to [email protected] and it will be forwarded to the appropriate personnel.

All other communication to the JTA or any JTA employee, Supplier, or Board Member regarding this Solicitation is prohibited, unless made in accordance with JTA's Solicitation and Award Protest Rule. The JTA Board of Directors has established a zero tolerance policy and the JTA will disqualify any Proposer who makes or causes to be made, directly or indirectly, any improper communication. Nothing contained in this paragraph prohibits JTA personnel from initiating contact with a Proposer and subsequent communication related thereto for the purpose of obtaining additional information that is relevant to the Solicitation.

Proposers are hereby notified that the JTA is subject to the Florida Public Records Law and the Government in the Sunshine Act, as set forth in Florida Statutes Chapters 119 and 286; as such, most communications to the JTA are subject to public disclosure, and the selection meeting(s), if any, will be open to the public.

All JTA contracts are subject to funding availability and are not binding upon the Authority until duly executed by the Authority and delivered to the Proposer.


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SECTION II INSTRUCTIONS TO PROPOSERS

1. INTRODUCTION. The Jacksonville Transportation Authority (the “Authority” or"JTA") is a public body politic and corporate agency of the State of Florida created underchapter 349, as amended, Florida statutes. The Authority is a transit and transportationfacilities provider in North Florida, constructing and improving roadways as well asconstructing, equipping and operating transit services. The Authority operates in DuvalCounty, Florida (the “County”), including in the City of Jacksonville, Florida (the “City”)and surrounding areas.

2. SOLICITATION TERMINOLOGY. The term Solicitation includes all documents thatare included or referenced in the Solicitation package, including without limitation, theRequest for Proposals, Instructions to Proposers, Specifications, Scope ofWork/Services/Products, Special Conditions, Insurance Requirements, Contract Form,General Conditions, Required Clauses for Federally-Assisted Contracts, Required Formsand Certifications. The terms Proposer and Vendor may be used interchangeably.

3. PROPOSER'S OFFICIAL RECEIPT OF SOLICITATION DOCUMENTS. TheProposer must request and receive the complete Solicitation package directly from theAuthority. If you submit a Proposal and you do not receive the Solicitation documentsdirectly from the Authority, there is a serious risk that you will not be kept informed ofAddenda and, therefore, your Proposal may be deemed non-responsive.

4. PROPOSAL DELIVERY AND OPENING. Proposals must be submitted in an opaquesealed envelope and properly labeled with the name and number of the Solicitation.Proposals must be submitted by the due date, at the location identified in the Notice forPublication (the “Notice”), or as amended in an Addendum. The sealed envelope mustcontain one (1) original, one (1) electronic copy, and five (5) hard copies of all of theexact Forms contained in Section VI. No additional promotional or advertisinginformation will be accepted. Facsimile and electronic transmissions will not beaccepted. Late Proposals will not be opened. Due to the lack of control over thestandard postal delivery service, many companies hand-deliver or use a privatedelivery service to ensure delivery by the 2:00 P.M. deadline. The Authority is notresponsible for the failure of the postal service or private delivery service to locate anddeliver the Proposal in a timely manner. The Authority is the official timekeeper and theAuthority's determination of the time shall be deemed correct and final.

5. PROPOSAL ADDENDA. The Authority may respond to questions, or it may clarify orchange any part of this Solicitation by issuing an Addendum. By submitting a Proposal,each Proposer consents to the content of all Addenda, whether or not received by theProposer. Proposals must include the written acknowledgment of all Addenda thatis contained in Section VI. The Solicitation may only be modified or clarified byAddenda and no verbal or informal writing that attempts to modify or interpret theSolicitation will be binding upon the Authority.


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6. PROPOSER REVIEW OF SOLICITATION AND CONTRACT DOCUMENTS.By submitting a Proposal, the Proposer represents that it has fully informed itself as to: (i)the conditions to be encountered; (ii) the character, quality, and quantities of work to beperformed; (iii) the goods and materials to be furnished; and (iv) all of the requirementsof the Solicitation and Contract documents, including the plans, specifications, and thelabor and security conditions under which the Contract is to be performed. The Proposershall not be relieved of its obligation to furnish all goods, materials, equipment, labor,and services necessary to complete the Contract by reason of having failed to informitself with respect to those matters. If this acquisition is related to a project in whichconditions, specifications, and/or plans have been issued, those documents, whereapplicable, are incorporated herein. The Authority does not guarantee the accuracy ofany information that may have been provided in connection with the Solicitation and ifthis is a lump sum Contract, the Authority does not assume any responsibility fordetermining the quantities required.

7. QUALIFICATIONS AND REFERENCES. The Authority reserves the right to requestany additional information it deems necessary regarding the Proposer’s previousexperience and qualifications, and the Authority may also consider any evidenceavailable to it regarding the financial, technical, and other qualifications and abilities ofthe Proposer. The Proposer shall provide any additional information requested withinforty-eight (48) hours of such request.

8. NON-RESPONSIVE PROPOSALS MAY BE REJECTED. The failure to complywith any requirement contained in the Notice, Instructions to Proposers, Required Forms,and/or other Solicitation documents may result in the rejection of the Proposal as non-responsive.

9. RESERVATION OF RIGHTS IN THE SOLICITATION PROCESS. The Authorityreserves all rights it is entitled to under the law, including the right to:

• reject any or all Proposals and to cancel or postpone the Solicitation, in whole orin part, for any reason, without liability;

• issue subsequent or concurrent Solicitation(s) for the work/services describedherein;

• perform background checks, reference checks, and consider any information theAuthority deems pertinent to the Solicitation;

• request additional copies of the Proposal from the Proposer, at no cost to theAuthority; and

• request additional or omitted information and seek clarifications of any Proposal.

10. REQUIRED FORMS. Proposers shall complete and return all Forms required by


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Section VI. The Forms must be submitted using the exact Forms provided and must be signed by an authorized representative of the Proposer. Any alteration of the Forms or failure to submit required Forms may cause the Proposal to be rejected as non-responsive.

The Forms cannot be marked “N/A” and returned as an effort to comply with the requirements. These Forms MUST be completed, signed, and returned with your Proposal. The burden is on each Proposer to know of and submit all required Forms with Proposal submittals. If the Authority determines that a Proposer has failed to return completed Form(s), and/or has failed to sign all required Form(s), the Proposal may be rejected as non-responsive.

11. DISADVANTAGED BUSINESS ENTERPRISE (DBE) PROGRAM. It is the officialpolicy of the U.S. Department of Transportation (DOT) and the Authority thatDisadvantaged Business Enterprises (DBEs) have a level playing field on which toparticipate in the performance of all contracts. This Contract is subject to therequirements of Title 49 Code of Federal Regulations, Part 26.

The Supplier and its sub-consultants shall not discriminate on the basis of race, creed,color, sex, sexual orientation, gender identity, national origin, religion, age, disability, orfamily status in the performance of this Contract. The Supplier shall carry out applicablerequirements of the DBE Program in the award and administration of the work associatedwith this Contract.

Participation Goals. If a DBE participation goal has been established for the Contract,Proposers must meet one (1) of the following criteria to be considered for the Contract:

(a) Achieve the DBE participation goal as specified below;OR

(b) Submit documentation detailing its good faith efforts.

If a DBE participation goal has not been established for this project, Proposers are encouraged to make every attempt to secure a level of DBE participation that contributes toward the achievement of Authority's overall DBE goal of 16.08%. When a goal has been established, the failure of the Proposer to either meet the participation goal or submit satisfactory evidence of good faith efforts may result in the Proposal being rejected as non-responsive.

(X) DBE Goal Established For The Contract: The Proposer shall make a goodfaith effort to subcontract Twenty-Two Percent (22%) of the dollar value of thetotal annual aggregate amount of the Contract as set forth in the Notice, tocertified DBE sub-consultants (race conscious). Contracted Proposers shallsubmit reports, on forms provided or approved by the Authority: (1) with eachinvoice, indicating the amount of the progress payment due to DBE firms; and (2)quarterly and annual reports indicating the total aggregate amounts paid by theAuthority to the Proposer for each work or Purchase Order, and the amount and


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percentages of those payments which have been paid to individually identified DBE firms.

OR

( ) No DBE Goal Established For The Contract: Proposers are encouraged to make every attempt to obtain participation of certified DBEs and other small businesses in the completion of the Contract (race neutral).

Documenting Goal Initiatives. DBE forms will be used to document the Proposer’s achievement of the established DBE goal for the Contract or, if no goal is specified, information on DBE participation. DBE forms shall be as complete and accurate as possible, and shall include all required information. Failure to comply with these requirements may be cause for rejection of the Proposal. A Proposer who does not meet the stated DBE goals, where assigned, must also submit Good Faith Effort documentation as part of its Proposal (see the "Good Faith Efforts" section listed below). Proposers who do not address these requirements may be deemed non-responsive.

Determining Compliance with DBE Requirements for Contracts with a DBE Goal - Forms. Each Proposer must acknowledge its commitment to achieving the DBE participation goals set by the Authority. There are several required forms that must be submitted as part of the Solicitation process, which support this requirement:

• Schedule of Subsuppliers/Consultants Form - Identifies those sub-consultants/suppliers whom the Proposer will utilize on the Contract,including the certified DBE businesses, and the scope and relative value(expressed as a percentage) of work to be performed by each sub-consultant.

• Proposer's List - Lists all potential sub-consultants/suppliers contacted bythe Proposer for the Contract.

• Intent to Perform as a DBE - Submitted for each DBE sub-consultant/supplier, outlining the dollar value of the work to be performed.

If the Proposer is awarded a Contract with the Authority, it must enter into formal written agreement with the DBEs identified in its Schedule of Subsuppliers/Sub-consultants Form in accordance with the assignments identified and outlined in the Intent to Perform as a DBE.

If the selected Proposer is a certified DBE and intends to perform a portion of the work with its own forces, the Proposer shall identify the responsibilities it intends to perform by type and by percentage of work to be done. In order for the work to be counted towards the DBE goal assigned to the project, the Proposer must perform the work as specified and may not delegate or contract the specified responsibilities to other entities.


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Certification. ALL PROPOSED DBEs MUST BE CERTIFIED BY THE FLORIDA UNIFORM CERTIFICATION PROGRAM (UCP) AT THE TIME OF SUBMISSION OF THE PROPOSAL. If a sub-consultant/supplier is not certified by the aforementioned certification program at the time of submission, the Proposer can neither report the non-certified business' participation, nor include that company's dollar value of work towards any established DBE goals. Applications for certification may be obtained from the Authority directly or from the Authority’s website at www.jtafla.com. The Proposer shall fully comply with all requests for additional documentation. In determining an applicant's eligibility for DBE status, the Authority will generally rely upon the Federal Certification Process, as described in 49 CFR Part 26. In addition, as a member of the Unified Certification Program (UCP) within the state of Florida, where FDOT is the host agency, the Authority will accept DBEs certified by FDOT and may, on a case-by-case basis, accept a DBE certification decision made by another UCP or non-Florida Department of Transportation.

Good Faith Efforts. Any Proposer who is unable to meet the requested DBE participation goal, where established, is required to include, as part of its Proposal, Good Faith Effort documentation detailing the attempts made to secure DBE participation. An important component in evaluating a Proposer's good faith efforts is the number of qualified DBEs expressing an interest in performing work under the Contract. When there is limited availability of such firms, a Proposer cannot reject a DBE as unqualified unless the Proposer has sound reasons to do so, as determined by a thorough investigation of the DBE's capabilities.

The extent and type of actions required for a Proposer to meet the good faith effort requirement may vary depending upon such factors as industry practice, time available for submitting a Proposal, and the type of agreement involved. See Appendix A to 49 CFR Part 26 for additional information. The following list, which is neither exclusive nor exhaustive, provides examples of the actions and activities which would be considered good faith efforts on the part of a Proposer attempting to meet the prescribed DBE goal:

a) Attending planned pre-proposal meetings scheduled by the Authority toreview resources, such as certified DBE vendor lists, and to discuss, among otherthings, DBE participation opportunities;

b) Advertising in general circulation, trade association, and minority/women-focused media concerning subcontracting opportunities;

c) Soliciting the interest of a reasonable number of DBEs through writtennotices, and allowing an adequate amount of time for response and inquiry frominterested parties;

d) Contacting prospective DBE participants, in response to initialSolicitations to assess level of interest;


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e) Utilizing subcontracting arrangements and other techniques to structurethe project in a manner designed to increase the likelihood of participation ofDBE firms;

f) Providing interested DBEs with adequate information about the plans,specifications, scope of work, and requirements of the Contract;

g) Discussing with interested DBEs the required capabilities of the projectand performing a thorough investigation of the DBE’s qualifications to determineinherent competencies;

h) Using good business judgment to negotiate in good faith with interestedDBEs regarding price, and reviewing all reasonable quotes from interested DBEbusinesses;

i) Assisting interested DBEs in obtaining bonding, lines of credit, insurance,and other guarantees required by the Authority and/or the Proposer;

j) Supporting interested DBEs in obtaining necessary equipment, supplies,materials, or related assistance and services; and

k) Effectively utilizing the services of various community and professionalorganizations to aid in identifying qualified DBEs. These organizations include,but are not limited to minority and women-based community organizations;chambers of commerce; consultant groups; local, state, and federal businessassistance offices; the Authority; and other organizations that provide assistancein the identification of DBEs.

These efforts are active steps, ones that may significantly increase the potential for sufficient DBE participation and the achievement of DBE participation goals. When the Authority determines that the Proposer's actions were mere pro forma efforts that fall short of the good faith efforts such as those listed above, the Proposal may be rejected as non-responsive.

12. PROPOSER DISQUALIFICATION: Any of the following causes may be consideredsufficient for the disqualification of a Proposer and the rejection of its Proposal:

a. submission of more than one (1) Proposal from a Proposer for the samework by an individual, entity, partnership, or corporation under the same ordifferent names; or submission of alternate prices which will not be acceptedunless the Solicitation (or Addendum) has clearly provided for alternate prices onthe applicable Forms;

b. evidence of collusion between or among Proposers;


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c. work for which the Proposer is committed by contract, which, in theAuthority's judgment and sole discretion, might hinder or prevent the promptcompletion of the Contract if awarded to the Proposer;

d. being behind on the approved completion schedule for any existingcontract with the Authority, being involved in litigation with the Authority, orhaving been declared by the Authority to be in default on a previous contract withthe Authority;

e. poor, negligent, or defective performance of work for the Authority or anyother party on prior projects, which, in the Authority's judgment and solediscretion, raises doubts as to the Proposer's ability to properly perform theContract;

f. appearance of the Proposer on the Department of General Services'Convicted Vendors List;

g. submitting more than one (1) price on each item even though it has two (2)or more types or styles that will meet specifications. Proposers must determinefor themselves which to offer;

h. violating the Cone of Silence;

i. having any real or apparent conflict of interest, including any relationshipwith or interest in those firms who have assisted the Authority in the preparationof the Solicitation;

j. misstating or omitting a material fact in the Proposal, submitting aProposal that is conditional, or submitting a proposal that contains unauthorizedconditions, limitations, exceptions, or alterations;

k. failing to properly: (i) execute any Form; (ii) execute any ProposalSecurity; (iii) execute other required documents; or (iv) meet the minimumrequirements of the Solicitation; or

l. any other reason, as determined in the sole discretion of the Authority, thatwarrants rejection of the Proposal or disqualification of the Proposer, includinglisting unqualified sub-consultants or failing to provide adequate references forthe Proposer and/or any sub-consultants upon request.

The Authority may cancel or postpone the Solicitation and may reject any and all Proposals, with or without cause, and may waive any minor irregularity in any Proposal.

13. TAXES. The Authority is exempt from the following taxes: (a) State of Florida SalesTax by Certificate No.85-8012646346C-1; and (b) Federal Excise Tax Registration No.


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59-6018367. The only purchases allowed to be made using these exemptions are to bemade on either an Authority Purchase Order or an Authority check. The sales taxexemption does not apply to goods or services that are purchased or consumed by theProposer for which the Proposer is deemed to be the ultimate consumer. The Proposalprice shall include all applicable taxes and charges, if any.

14. CARTAGE. All cartage and package charges shall be included in the Proposal price.

15. DEVIATIONS TO SPECIFICATIONS. In addition to the requirements of theprevious paragraph, all requests for deviations from the specifications must be submittedas a written question prior to the deadline for questions. Proposals may be rejected asnon-responsive if deviations are used without being approved in an Addendum.

16. DISCOUNTS. ALL DISCOUNTS OTHER THAN PROMPT PAYMENT SHALL BEINCLUDED IN THE PROPOSAL PRICE. Prompt payment discounts will be consideredduring the administration of the Contract, but will not be considered when evaluating theProposal price.

17. PROVISION FOR OTHER AGENCIES. By signing and submitting its Proposal, theProposer hereby agrees to extend the terms, conditions, and other negotiated agreementsto any Transit Authority, or any City, County, or State Government agency within theState of Florida. It is understood that some negotiated agreements may require furthernegotiations between the successful Proposer and the entity desiring to benefit from thisSolicitation. Any such resulting agreements will be independent of the Authority.

18. PROCUREMENT DEPARTMENT AS AGENT. When the Procurement Departmentis acting as agent for "other public activities” defined as activities receiving financialsupport in part from the Authority but not under the direct governing jurisdiction of theAuthority, the name of such public activity shall be substituted for the words "JTA" and"Authority" throughout the Solicitation and Contract.

19. ETHICS PROVISION. The Proposer, by affixing its signature to the Proposal and/orby accepting a Purchase Order, represents that it has reviewed the provision of theJacksonville Ethics Code contained in chapter 602, Jacksonville Ordinance Code, and theprovisions of the Procurement Code contained in chapter 126, Jacksonville OrdinanceCode.

20. ACKNOWLEDGEMENT AND AGREEMENT TO CONTRACT TERMS. Bysigning the Proposal, the Proposer acknowledges its agreement to all terms, conditions,and specifications contained in this Solicitation and resulting Contract, if any. When theAuthority issues a Purchase Order, the Proposer shall comply with all of the terms,conditions, and specifications contained in this Solicitation and resulting Contract untilexpiration or termination of the Contract. The work is to begin only after properauthorization and issuance of a Purchase Order or a Notice to Proceed.


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21. NO PROPOSAL PREP COSTS. Under no circumstances will the Authoritycompensate any Proposer for the costs associated with responding to this Solicitation.

22. ALL-INCLUSIVE PROPOSAL. The Proposal shall include, at no additional cost tothe Authority, all necessary safety equipment: in addition, all necessary taxes, licenses,permits, and insurance shall also be obtained by the Proposer at no additional cost to theAuthority.

23. REQUEST FOR CLARIFICATION AND SUPPLEMENTAL INFORMATION.The Authority reserves the right to seek clarification and supplemental information fromany or all Proposers when the Proposal contains any information or implication that isambiguous.

24. PUBLIC RECORDS AND GOVERNMENT IN THE SUNSHINE LAWS. TheAuthority is subject to the Florida Public Records Law, the Government in the SunshineAct, and possibly the Freedom of Information Act (FOIA). In compliance therewith, atthe sole discretion of the Authority, the Authority may disseminate or make available toany person, without the consent of the Proposer, information regarding the Contract orthe Proposal, including without limitation: requirements; specifications; drawings;sketches; schematics; models; samples; tools; computer or other apparatus programs; andtechnical information or data, whether or written or oral, furnished to the Authority inconnection with this Solicitation.

25. AVAILABILITY OF PROPOSALS AFTER OPENING. In accordance with theFlorida Public Records Law, Florida Statute Section 119, copies of all Proposals areavailable for public inspection thirty (30) days after the opening of Proposals or on thedate of Notice of Intent to Award, whichever is earlier. Proposers may review openedProposals once they are available for public inspection by contacting the JTA PublicRecords Office at [email protected].

If JTA rejects all Proposals submitted in response to a competitive Solicitation andconcurrently provides notice of its intent to reissue the competitive Solicitation, therejected Proposals remain exempt from §§ 119.07(1) and 119.24(a), Art. I of the StateConstitution until such time as JTA provides notice of an intended decision concerningthe reissued competitive Solicitation or until JTA withdraws the reissued competitiveSolicitation. A Proposal is not exempt for longer than twelve (12) months after the initialnotice rejecting all Proposals.


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http://www.lawserver.com/law/state/florida/statutes/florida_statutes_119-07

26. SUDAN/IRAN PROHIBITION. Pursuant to Section 287.135, Florida Statutes, bysubmitting the Proposal, the Proposer certifies that it is not on the Scrutinized Companieswith Activities in Sudan List or the Scrutinized Companies with Activities in the IranPetroleum Energy Sector List.

27. STANDARD ASSURANCES (including Non-Collusion and DebarmentCertifications). By submitting a signed Proposal, each Proposer certifies, under penaltyof perjury, that:

A. The Proposer understands all requirements and, if selected, the Proposer willcomply with all of the requirements of the Solicitation, the Proposal, and anyresulting Contract.

B. The signatory of the Proposer is of lawful age, and no other person, firm, orcorporation, other than those clearly identified in the Proposal, has any interest inthe Proposal and/or any resulting Contract.

C. The Proposal is made without any understanding, agreement, or connection withany other Proposer or potential Proposer for the Contract, and is in all respectsfair and without collusion or fraud; no attempt has been made or will be made bythe Proposer to induce any other person, entity, partnership, or corporation tosubmit or not submit a Proposal for the purpose of restricting competition; theprices in the Proposal have been arrived at independently without collusion,consultation, communication, or agreement with any other Proposer or with anyother competitor for the purpose of restricting competition as to any other matterrelating to such prices; unless otherwise required by law, the prices which havebeen noted in the Proposal have not been knowingly disclosed by the Proposerand will not knowingly be disclosed by the Proposer prior to opening, directly orindirectly, to any other Proposer or to any competitor.

D. The Proposer is familiar with, and the Proposal is in full compliance with, allapplicable federal, state, and local laws and regulations, and the Proposer shallfully comply with same during the entire term of the Contract. The Proposercertifies that the Proposal complies with all applicable safety requirements, suchas those required by OSHA, EPA, and the Authority.

E. The Proposer understands that a person or affiliate (as defined by Florida law)who has been placed on the convicted vendor list following a conviction for apublic entity crime may not submit a Proposal or reply on a contract to provideany goods or services to a public entity; may not submit a Proposal or reply on acontract with a public entity for the construction or repair of a public building orpublic work; may not submit Proposals or replies on leases of real property to apublic entity; may not be awarded or perform work as a consultant, supplier, sub-consultant, or consultant under a contract with any public entity; and may nottransact business with any public entity in excess of the threshold amount


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provided in Florida Statutes section 287.017 for Category Two for a period of thirty-six (36) months from the date of being placed on the convicted vendor list. By submitting a signed Proposal, the Proposer certifies, under penalty of perjury, that no person, entity, or affiliate involved in the Proposal is in violation of the restriction noted above.

F. If the Proposal is over one hundred thousand dollars ($100,000), the Proposerunderstands that the Contract awarded under this Solicitation, if any, is a coveredtransaction for purposes of the following statutes and regulations and theProposer is required to comply with 2 CFR Part 1200, 2 CFR Part 180, ExecutiveOrders 12549 and 12689, and 31 U.S.C. § 6101 note, as each may be amendedfrom time to time. By submitting a signed Proposal, the Proposer certifies, that:

1. The Proposer is not currently debarred or suspended by the Authority underthe Authority's rules, and the Proposer will comply and facilitate compliancewith U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2CFR part 1200, which adopts and supplements the provisions of the U.S.Office of Management and Budget (U.S. OMB) “Guidelines to Agencies onGovernment-wide Debarment and Suspension (Nonprocurement),” 2 CFRpart 180.

2. The Proposer and its principals and subrecipients at the first tier:a. Are eligible to participate in covered transactions of any

federal department or agency and are not presently: (1) Debarred,(2) Suspended,(3) Proposed for debarment,(4) Declared ineligible,(5) Voluntarily excluded, or(6) Disqualified;

b. The Proposer's management has not, within a three (3) yearperiod preceding its Proposal, been convicted of or had a civil judgment rendered against any member of management for:

(1) Commission of fraud or a criminal offense in connection withobtaining, attempting to obtain, or performing a public (federal,state, or local) transaction, or contract under a public transaction,(2) Violation of any federal or state antitrust statute, or(3) Commission of embezzlement, theft, forgery, bribery,falsification or destruction of records, making any false statement,or receiving stolen property;

c. The Proposer is not presently indicted for, or otherwise criminallyor civilly charged by a governmental entity (federal, state, or local), withcommission of any of the offenses listed in the preceding Section 1.b of


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this Certification;

d. The Proposer has not had one (1) or more public transactions(federal, state, or local) terminated for cause or default within a three (3)year period preceding this Certification;

e. If, at a later time, the Proposer receives any information thatcontradicts the statements of subparagraphs 2.a – 2.d above, the Proposerwill promptly provide that information to the Authority;

f. The Proposer will treat each lower tier subcontract under thisContract as a covered lower tier contract for purposes of 2 CFR part 1200and 2 CFR part 180 if it:

(1) Equals or exceeds twenty-five thousand dollars ($25,000.00),(2) Is for audit services, or(3) Requires the consent of a federal official; and

g. The Proposer will require that each covered lower tier sub-consultant:(1) Comply and facilitate compliance with the federal requirementsof 2 CFR parts 180 and 1200, and(2) Assure that each lower tier participant in this Contract is notpresently declared by any federal department or agency to be:

(a) Debarred,(b) Suspended,(c) Proposed for debarment,(d) Declared ineligible to participate,(e) Voluntarily excluded from participation, or(f) Disqualified from participation.

3. The Proposer shall provide a written explanation attached to the SignaturePage of the Proposal if it or any of its principals, including any of its first tiersubrecipients or any of its third-party participants at a lower tier, are unable tocertify compliance with the preceding statements in this Certification. Ifrequested by the Authority, the Proposer shall execute the FDOT Form 375-30-32.

28. RECYCLED PRODUCTS. When the Contract is or may be supported from federalfunds, the Authority is required to comply with the Resource Conservation and RecoveryAct of 1976, 42 U.S.C. Section 6962, which requires the Authority to provide acompetitive preference to products and services that conserve natural resources, protectthe environment, and are energy efficient. EPA guidelines, “ComprehensiveProcurement Guideline for Products Containing Recovered Materials,” 40 CFR Part 247,direct the Authority to specify a competitive preference for products containing recycledmaterials identified in those EPA guidelines for contracts valued at ten thousand dollars($10,000.00) or more. For information about the EPA’s recovered materials advisory


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notices, see the EPA’s Web site: http://www.epa.gov/cpg/backgrnd.htm.

29. PROTESTS. All protests concerning this Solicitation and any award hereunder shallcomply with and be governed by the Authority's Solicitation and Award Protest Rule 004(the "Rule"), a copy of which is available from the Authority's website atwww.jtafla.com (under "About JTA," then "Administrative Rules," then "Rule 004") orfrom the Authority's Administrative Offices at 121 West Forsyth Street, Suite 200,Jacksonville, Florida 32202. Under the Rule, any person who wishes to protest thecontents of this Solicitation, including Addenda, shall file with the Authority's SeniorContracts, Procurement, and Inventory Manager a written Notice of Protest, no less thanfive (5) business days before the Proposal’s due date, and comply with the otherrequirements of the Rule. Under the Rule, any person who is adversely affected by theAuthority's decision or intended decision with respect to an award under this Solicitationshall file with the Authority's CEO and Senior Contracts, Procurement, and InventoryManager a written protest, no later than 5:00 p.m. on the fifth (5th) business day after theposting of the Notice of Decision or Intended Decision, and shall comply with the otherrequirements of the Rule. Failure to timely file a Notice of Protest shall constitute awaiver of proceedings under the Rule.


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http://www.epa.gov/cpg/backgrnd.htm

SECTION III SELECTION CRITERIA

1. Content and Form of Proposal

Proposals should contain no more than thirty (30) pages, exclusive of the covers, staff resumes, required attachments, good faith efforts documentation, and tab sheets. • Text and figures should be printed on one side of the paper only.• Type style and font for the thirty (30) page maximum Proposal should be Arial, with a

minimum font size of 11; margins should be a minimum of 1 inch for top, bottom, right, andleft.

• Proposals should be on 8 ½ x 11 paper bound on one side.• Proposals should be presented in the same order as the selection criteria and tabs should be

used to separate and label the sections accordingly.• Do not include resumes for staff that will not be significantly involved in providing the

services.• The cover page of the Proposal should contain the following:

a. Legal name of the Proposer;b. Primary location (physical address);c. Local address, if applicable;d. Telephone number, fax number, and e-mail address;e. Name of contact person; andf. Authorized signature of contact person.

2. Proposers Responsible for Addressing Criteria

Proposals will be evaluated in accordance with the Selection Criteria set forth in the next section. Proposers should structure the Proposal in a manner that properly and clearly addresses each of the Selection Criteria. It is the sole responsibility of each Proposer to address each of the Selection Criteria and to provide with the Proposal any other information which would be relevant to the Selection Criteria. When in doubt as to any requirement or criteria, submit a written question to [email protected] by the question deadline on March 28, 2016 @ Noon (Local time).

3. Selection Criteria

The proposals submitted to the Authority’s Procurement Division will be evaluated and scored by the Authority’s Evaluation Committee based on the following criteria:

A. Minimum Criteria (Pass/Fail) (Tab 1)

Provide evidence that the Proposer meets the minimum criteria that is set forth in the Notice, if any, such as copies of the State of Florida Certificate of Status or Good Standing and all of the Required Forms from Section VI.

B. Qualifications/Experience related to the identified program/projects (30 points max.) (Tab 2)

The CONSULTANTS should provide in their submittals as precise information as possible pertaining to their capabilities, experience, and ability to provide the services outlined in this


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request and to adhere to the instructions herein. Each proposal shall address each of the items referenced above, and shall be limited to specific instructions outlined above. A table of contents is presented below as an outline of your proposal.

Table of Contents: a. Cover letter / statement of interestb. Responses to Selection Criteria components with individual tabs for each criteria

component listed in this RFP.c. Resumes of specific individuals assigned to the programd. List and description of CEI major projects and programs performed in the past

five (5) years including consultant fee, construction cost and project owner contactinformation

e. DBE status (provide copy of certificate if applicable)

Applicants that do not comply with all the above instructions or do not include all the requested data may not be considered.

Applicants must submit one (1) original and five (5) copies of the proposal and electronic copy of the submittal on a CD in PDF format.

For each proposed project, include an organizational chart for all key staff, including sub-consultants, identifying the individual staff member’s firms and office locations. Identify technical education, training and experience of each key person to be significantly involved in the kind of project to be undertaken. Qualities and indicators that will generally receive consideration include the quality, quantity and continuity of experience of the Proposer’s key team members in the services being proposed or in similar services.

Provide a listing of active and completed projects similar to this project on which proposed team members are working or have worked (do not list projects on which the team members have not directly worked), including project name; specific team member involved; firm employing team member; team member’s role; starting date and completion date; budget; owner performance evaluation if available; owners’ representatives, titles, telephone numbers and email addresses; and demonstrate past experience working together. The form must contain the Proposer’s name, date, and other applicable factors.

Particular consideration will be given for the qualifications of the Proposer’s proposed Senior Project Engineer and Project Administrator as defined in Exhibit A, Scope of Services, and Professional Services Required. The Project Administrator shall be the person designated by the Proposer with complete control of the project and able to direct the Proposer’s resources towards fulfillment of the Authority objectives and project completion. The Project Engineer is to provide assistance as needed and approved by PM.

Special emphasis should be given to projects related to highway projects similar to the proposed project(s) listed herein.

Resumes and examples of other similar work should be included where appropriate. Provide the name and office locations of any sub-consultants proposed to be used on the project; specifically identify proposed DBE sub-consultants. Consideration of any sub-consultants may be included in the evaluation of competency criteria. However, sub-consultants should


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not be used unless they can offer expertise outside that of the prime consultant for a specific task or to fulfill DBE requirements. The Proposer shall perform a minimum of 51% of the proposed services with its own forces.

C. Approach to Program & Schedules (30 points max.)(Tab 3)

Provide the proposed approach for the proposed project(s), based on task based project structure. Qualities and indicators that will generally receive consideration include the proposer’s performance in converting the Scope of Services to a work plan, the detail and clarity of the respondent’s approach to undertaking the program, the proposer’s ability to identify any special problems or concerns associated with the program and individual projects and ideas on how these obstacles should be addressed, including any approach which is designed to save time and money, and innovative approaches to management of the program. The understanding of the program and its requirements, demonstrated by the thoroughness of the evaluation and analysis of the project, will be evaluated. Proposers should describe how they plan to staff the program and manage multiple projects at a given time, including individual staff members and sub-consultants. Additionally, proposers should describe actions they will take to communicate and effectively assist the PM in tracking and communicating issues; offering options and recommendations to the PM to address issues; and delivering projects on schedule and within budget.

D. Quality Assurance/Quality Control (10 points max.)(Tab 4)

The process and procedures that the Consultant has in place to assure quality assurance and quality control, in addition to the reporting mechanisms to the AUTHORITY PM will be evaluated.

E. Current Workload (10 points max.) (Tab 5)

The number and size of relevant projects currently being performed, personnel assigned to, and status of such projects, will be evaluated. The Consultant shall include an overall schedule of availability of key personnel, as such exists at the time of the Proposal, and provide sufficient information so reviewers can determine for themselves the availability of key staff members. Any significant commitment of listed personnel which could conflict with their availability for the project should be clearly shown and planned contingencies to deal with such conflicts, if they occur, shall be noted.

Proposers should clearly demonstrate enough depth and availability of team members to properly cover all projects included within the program.

F. Past Performance (20 points) (Tab 6)

List and describe any liens against the Consultant and proposed sub-consultants and bankruptcies filed by the firms or other legal entities of majority owners of the Consultant and sub-consultants. Provide a listing of claims (projects, owners, brief description of claims, dollar value of each and disposition) filed against and on behalf of the Consultant and sub-consultants (legal entities) over the past five (5) years.


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The past performance of each proposer and their sub-proposers, particularly that of the proposed team members if any, shall be evaluated and a relative rating assigned. Past performance during the past five (5) years will be considered and shall include all work performed by the proposed team members and the firms.

4. Selection Process and Basis of Award

The Authority will score the Proposals using the selection criteria set forth above and will rank the Proposers based upon their scores. If interviews are conducted, the Authority may re-score certain sections of the Proposals at the conclusion of the last interview and may re-rank the Proposals as determined by the highest scores received. The scores will be assigned to each Proposer on a comparative basis, meaning that the scores will be based upon how well the Proposer fulfills the criteria as compared to the other Proposers.

The Authority will enter into negotiations with the highest-ranked Proposer(s). The Authority shall determine, at its sole discretion, when negotiations are unlikely to yield agreement, and may thereupon terminate such negotiations with a Proposer. The Authority may cancel the Solicitation at any time for any reason. If negotiations are unsuccessful, the Authority may cancel the Solicitation, or it may enter into negotiations with the next ranked Proposer. No ranking of Proposers, or commencement of negotiations with a Proposer, binds the Authority in any manner whatsoever or gives rise to any contractual or quasi-contractual responsibilities of the Authority. The Contract shall not be binding upon the Authority until the Authority has delivered a fully executed Contract to the Proposer.

Criteria Maximum Point Value Qualifications/Experience related to the identified program/projects 30 Approach to Project & Schedule 30 Quality Assurance / Quality Control 10 Current Workload 10 Past Performance 20 Total 100


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SECTION IV INSURANCE REQUIREMENTS

The Supplier shall procure and maintain insurance policies with the following minimum coverage limits:

(a) Commercial General Liability Insurance: The Certificate of Insurance shall indicate whetherthe coverage is provided on a claims-made or occurrence basis. The minimum limits of insuranceshall include the following:

$2,000,000 General Aggregate $1,000,000 Products/Completed Operations Aggregate (if applicable) $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence $ 50,000 Fire Damage

(1) CGL policy shall not be endorsed with Exclusion - Damage to Work performed bySub-consultants on Your Behalf (CG2294 or CG2295)(2) CGL policy shall not be endorsed with Contractual Liability LimitationEndorsement (CG2139) or Amendment of Insured Contract Definition (CG 2426)(3) CGL policy shall not be endorsed with Exclusion - Damage to Premises Rented toyou (CG 2145)(4) CGL policy shall include broad form contractual liability coverage for theSupplier's covenants to and indemnification of the Authority under this Contract

(b) Business Automobile Liability Insurance: The minimum limit of $1,000,000 per accidentfor death, bodily injury, or property damage. The insurance shall include coverage for thefollowing: (1) Owned/Leased Autos, (2) Non-Owned Autos, and (3) Hired Autos.

(c) Professional Liability Insurance: When the services include construction management orpreconstruction services, the following Professional Liability coverage is required: a minimumlimit of liability of $1,000,000 per claim and as the General Aggregate. Such insurance shallcover liability for Errors and Omissions in the performance of professional services, as set forthherein, to the extent caused in whole or in part, by the acts, errors, or omissions, negligent orotherwise, of the Supplier, its employees, agents, or representatives, and/or the acts, errors, oromissions, negligent or otherwise, of its sub-consultants, their employees, agents, orrepresentatives. Professional liability coverage shall be provided on an Occurrence Form or aClaims Made Form with a minimum retroactive date equal to the date of execution of theContract, with a three (3) year reporting option beyond the annual expiration date of the policy.

(d) Workers' Compensation and Employer's Liability Insurance: Workers' Compensationstatutory limits as required by Chapter 440, Florida Statutes and any applicable federal or statelaw. Part Two of the Standard Workers' Compensation Policy shall include the followingminimum limit of liability:

$500,000 Each Accident Bodily Injury by Accident/ $500,000 Policy Limit Bodily Injury by Disease/ $500,000 Each Employee Bodily Injury by Disease

(e) Umbrella/Excess Liability: All referenced coverages must be included in the schedule ofunderlying coverages (except Professional Liability and Workers' Compensation). This coverage


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will be no more restrictive than the underlying coverages and shall have a minimum $2,000,000 Each Occurrence/$2,000,000 General Aggregate Limit of Liability.

(f) Valuable Papers and Records: In an amount not less than one hundred thousand dollars($100,000). The Authority, members of its Board of Directors, committees, officers, agents,employees and volunteers shall be named as Additional Insureds.

(g) Pollution Insurance: An amount not less than one million dollars ($1,000,000) shall beprovided by any Supplier performing environmental and/or other investigations involvingexcavation, drilling, or other site disturbance activities.


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SECTION V CONTRACT

THIS CONTRACT is made this xx day of xxxxxx, 2016, by and between the JACKSONVILLE TRANSPORTATION AUTHORITY (the “Authority” or the “JTA”), a public body corporate and politic whose principal business address is 121 West Forsyth Street, Suite 200, Jacksonville, Florida 32202, and (SUPPLIER FIRM NAME) (the “Supplier”), a (State of organization) (select: Corporation/Limited Liability Company/Partnership/Limited Partnership/Limited Liability Partnership/Limited Liability Limited Partnership/Non-profit) whose principal business address is (Supplier Address).

W I T N E S S E T H

WHEREAS, the Authority has publicly advertised the Request for Proposals, RFP No. P-16-037 JTA Mobility Works Program – Construction, Engineering and Inspection (CEI) (as amended, the "RFP" or the "Solicitation") and the entire Solicitation package is incorporated herein;

WHEREAS, the Supplier has prepared and submitted its Proposal, dated (date of Supplier's Proposal) (the "Proposal"), which is incorporated herein;

WHEREAS, the Authority has selected the Supplier, in accordance with all applicable laws, to provide the specific scope of work, services, and goods (and all other items necessary, proper for, or incidental thereto) that are described in the Scope of Work (“Attachment A”) and made a part hereof, on the terms herein contained;

WHEREAS, the Supplier hereby represents and warrants to the Authority that the Supplier is a legal entity organized/incorporated under the laws of the State of (State), is authorized to conduct business in the State of Florida, has taken all entity action necessary with respect to the execution and delivery of its obligations under this Contract and the officer of the Supplier who has executed and delivered this Contract is duly authorized with respect thereto;

WHEREAS, the Supplier hereby represents and warrants to the Authority that the Supplier is qualified and responsible regarding the goods and/or services to be provided hereunder, that all Supplier’s licenses required and regulated by the Florida Department of Business and Professional Regulation are active and current, that each of the officers, employees, and agents of the Supplier who will perform services in connection with this Contract on behalf of the Supplier meet the conditions of this clause, and that all individuals performing services are properly licensed when required by law;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Authority and the Supplier do hereby agree as follows:

I. Scope of Work

1. The Supplier hereby agrees to provide the scope of work, perform the services, andfurnish the goods and materials (and provide all other items necessary, proper for, orincidental thereto) that are set forth in the Solicitation and Attachment A. When the


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Authority issues a Purchase Order, the Supplier shall perform the work in accordance with the terms of the Purchase Order. Throughout this Contract, all references to the term "work" include all requirements of the specifications, regardless of whether it involves the provision of goods or services or both.

2. Performance of Services. All of the services shall be performed by the Supplier andits authorized sub-consultants as identified by the Supplier in the Schedule of Sub-suppliers/Sub-consultants Form (“Attachment B”). Notwithstanding the use of one or moresub-consultants by the Supplier, the Supplier acknowledges and agrees that all of the servicesperformed and to be performed hereunder shall be the sole responsibility of the Supplier, andSupplier hereby agrees that it warrants all such work as if such work had been performeddirectly by the Supplier.

3. Order of Precedence. All of the terms and conditions of the Solicitation are herebyincorporated herein in full. In the event of a conflict between the terms of any of thefollowing, the more stringent requirement shall apply. If the conflict cannot be resolved byfollowing the most stringent requirement, the following order of precedence shall govern: (1)properly authorized written Contract Amendments; (2) properly authorized Purchase Orders;(3) this Contract; (4) the Specifications; (5) Special Conditions; (6) the Solicitation Addenda,if any; and (7) the Solicitation. As between the drawings and other specifications, thedrawings take precedence over other specifications as to quantity and location and thespecifications take precedence over drawings as to quality of materials and workmanship.

4. Review of Work. Any review of the work by the Authority, its other Suppliers, or itspartner agencies, including the City of Jacksonville, Florida Department of Transportation(FDOT), Federal Highway Administration (FHWA), and Federal Transit Administration(FTA), is for the sole benefit of the Authority. No such review, acceptance, or approval toproceed to the next level of service, nor the payment of any invoice (including the lastinvoice, release of retainage, or acceptance of final reports or plans and specifications) shallbe deemed to constitute: (1) detailed review or checking of design, details, or accuracy of theSupplier's work; (2) a professional approval by the Authority; or (3) a release of the Supplierfrom any of its obligations and responsibilities for the accuracy of the plans andspecifications. The Authority's review, approval, acceptance of, or payment for any of theservices under this Contract shall not constitute a waiver of any of the Authority's rights underthis Contract or any cause of action it may have arising out of this Contract.

5. Contract Amendment(s). If any modification to the Contract or a Purchase Order isrequired, the Parties shall execute an Amendment before the Supplier begins performing anyadditional or changed tasks associated therewith. Reference herein to the Contract includesall Amendments, if any. The Supplier will only be entitled to adjustments to compensationand/or contract time if such adjustments are included in an Amendment. When possible, allAmendments shall be based upon the previously agreed-to hourly rates or unit costs. In theevent that the Supplier and the Authority are not able to reach an agreement as to the amountof compensation to be paid to the Supplier for supplemental or reduced work desired by the


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Authority, the Supplier shall continue to proceed with the supplemental or reduced work in a timely manner for the amount determined by the Authority to be reasonable. In such event, the Supplier will have the right to submit the dispute to the Vice President of Administration for resolution in accordance with the Disputes Section 9 Paragraph 5 below; however, in no event will the resolution of the dispute through the courts or otherwise, relieve the Supplier from the obligation to timely perform the supplemental work. Notwithstanding the foregoing, the Authority has the right to terminate the Contract if the Parties fail to reach an agreement on an Amendment.

6. Standard of Care and Quality of Goods. The Supplier shall perform (and cause allsub-consultants to perform) all services in a manner that is consistent with the level ofreasonable care, skill, judgment, and ability provided by others providing a similar type ofservice in the same geographic area. The standard of care shall not be altered by theapplication, interpretation, or construction of any other provision of this Contract or anydocument incorporated or referenced herein, including the Solicitation. Unless otherwiseexpressly allowed by the specifications, all items furnished by the Supplier in connectionwith the work performed hereunder must be completely new and free from defects.

7. Guarantee/Warranty. Unless otherwise expressly stated in the specifications, theSupplier shall unconditionally guarantee the materials and workmanship on all equipmentand goods furnished by it for a period of One (1) year from date of acceptance of the itemsdelivered and installed. This warranty is in addition to, not in place of any manufacturerwarranty. If, within the guarantee period, any defects or signs of deterioration are noted,which, in the opinion of the Authority are due to faulty design, installation, workmanship,and/or materials, upon notification, the Supplier, at its expense, shall repair or adjust theequipment or parts to correct the condition, or it shall replace the part or entire unit to thecomplete satisfaction of the Authority. Repairs, replacements or adjustments will be madeonly at such times as will be designated by the Authority to be the least detrimental to theoperation of Authority business.

8. Personnel. All of the personnel assigned by the Supplier and all sub-consultants shallbe qualified and authorized under state and local laws to perform the applicable services,whether by appropriate license, registration, certification, or other authorization. TheSupplier shall not change its assigned Project management staff, delete any of the identifiedsub-consultants, or engage additional companies as sub-consultants hereunder, without priorwritten approval of the Authority. Supplier agrees that it will remove from assignment underthis Contract any employee or sub-consultant, upon request by the Authority, which may bewith or without cause. Any such removal shall not necessarily reflect on the capability orcompetence of the individual or entity so removed. Nothing herein shall affect the status orresponsibilities of the Supplier as an independent consultant solely responsible for themethod, manner, and means chosen by it to perform hereunder.

9. Schedule(s). The Supplier agrees that time is of the essence for the performance ofeach of the Supplier's obligations hereunder. The Supplier shall complete the work inaccordance with the schedule set forth in the Solicitation and provide schedule progressreports, if applicable, in a format acceptable to the Authority and at intervals established bythe Authority. The Authority will be entitled at all times to be advised, at its request, as tothe status of work being performed by the Supplier and of the details thereof. Either Party


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may request and be granted a conference. If, at any time prior to completion of the work, the Supplier determines that the work is not progressing according to the schedule, the Supplier shall immediately notify the Authority in writing and shall provide a description of the cause of the delay, the effect on the schedule, and the recommended action to meet the schedule. An extension of time for performance shall be the Supplier's sole and exclusive remedy for any delay of any kind or nature caused by the Authority.

10. Corrections and Clarifications. Upon request by the Authority, the Supplier shallpromptly make any revisions or corrections that resulted from any error and/or omission bythe Supplier or sub-consultants, and shall clarify any ambiguities, without additionalcompensation. Acceptance of the work by the Authority shall not relieve the Supplier of theresponsibility for subsequent corrections and clarifications. At any time during any phase ofwork for which the Supplier or any of its sub-consultants has performed services for theAuthority, or during any phase of work performed by others, based on data furnished by theSupplier to the Authority, the Supplier shall confer with the Authority for the purpose ofinterpreting the information furnished and/or to correct any errors and/or omissions made bythe Supplier or its sub-consultants. The Supplier shall perform all services necessary tocorrect its or its sub-consultants’ errors and/or omissions without additional compensation,even though final payment may have been received therefore. If any work or service containsan error, omission, deficiency, or mistake, the Authority may back-charge against theSupplier all reasonable costs incurred in identifying, documenting, and remedying any sucherror, omission, deficiency, or mistake. Such back-charge amounts may be deducted fromany payment(s) due the Supplier. If the payment(s) due the Supplier are not sufficient tocover such amount(s), the Supplier shall pay the difference to the Authority. The Suppliershall be liable, and shall reimburse the Authority, for any and all expenses incurred by theAuthority, above those that would normally be experienced if the Supplier’s or its sub-consultants’ errors and/or omissions had not occurred.

II. Compensation, Invoices, and Terms of Payment

1. The Supplier shall deliver invoices to the Authority on a monthly basis for the workperformed hereunder, in detail sufficient for a proper pre-audit and post-audit thereof. Awritten progress report, in format and detail approved by the JTA Project Manager, shallaccompany each invoice. The CONSULTANT shall utilize PlanTrax software provided bythe JTA to track project progress, and shall include updated output with each pay request.Failure to include progress reports and PlanTrax output will result in rejection of invoices.

2. All invoices shall reflect the applicable Proposal prices and shall show details of thecomputation of the amount requested in a form satisfactory to the Authority. Invoices shall bemonthly from the first day of the month to the last day of the month and must be submittednot later than the Tenth (10th) of the following month. Billings of less than One ThousandDollars ($1,000.00) shall not be submitted and shall be accumulated to following months'invoice(s), unless the invoice is for the final payment of a work, or Purchase Order, or thefiscal year-end invoice. To assist the Authority with annual financial close-out, the Suppliershall also submit an end-of-the-fiscal-year invoice not later than October 10 of each year forall unbilled services, fees, and costs performed through September 30 of that calendar year.


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3. Invoicing for any travel expenses, when authorized by the terms of this Contract andby the Authority's Project Manager, will be in accordance with Section 112.061, FloridaStatutes.

4. The Supplier shall provide the Authority with Certificates of Origin for any and allsteel, iron, and/or manufactured goods delivered or utilized by the Supplier in any work orProject contemplated herein, regardless of the individual value of such steel, iron, and/ormanufactured goods, when the overall Contract value meets or exceeds One HundredThousand Dollars ($100,000.00). The Supplier shall also provide separate Certificates ofOrigin for each component part contained in any and all manufactured goods delivered orutilized by the Supplier in any work or Project under this Contract. Certificates of Originmust accompany all related invoices that the Supplier submits to the Authority for payment.If the Supplier fails to submit required Certificates of Origin with its invoices, the Authoritymay withhold payments due the Supplier until the Supplier has complied therewith.

5. The general cost principles and procedures for the negotiation and administration, andthe determination or allowance of costs under this Contract will be as set forth in the Code ofFederal Regulations, Titles 23, 48, 49, Rule Chapter 14-75, Florida Administrative Code, andother pertinent federal and state regulations, as applicable, with the understanding that thereis no conflict between state regulations and federal regulations in that the more restrictive ofthe applicable regulations will govern.

6. Records of costs incurred under the terms of this Contract shall be maintained by theSupplier and upon written request, made available to the Authority at all times during theperiod of this Contract and for Five (5) years after final payment is made for the workpursuant to this Contract. Copies of these documents and records shall be furnished to theAuthority upon request.

7. Records of costs incurred will include: (1) the Supplier's general accounting recordsand Project records; (2) supporting documents and records of the Supplier and all sub-consultants within the scope of this Contract; and (3) all other records related to the Contractthat are considered necessary by the Authority for a proper audit of costs.

8. All invoices requesting payment for sub-consultant's services, supplier's services,reimbursable items, or expense items, must have copies of actual invoices or receiptsattached which support the amounts invoiced, in such form and with such supporting detailas the Authority may require.

9. The Authority shall have the right, but not the obligation, based upon swornstatements of accounts from the sub-consultants, and in accordance with the Supplier'swritten request, to pay a specific amount directly to a sub-consultant. In such event, theSupplier agrees that any such payments shall be treated as a direct payment to the Supplier’saccount.


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10. The Authority shall make payments to the Supplier based upon the approved invoicesand supporting documentation and deliverables within Thirty (30) days of the receipt by theAuthority of a complete invoice. All invoices shall be sent to the attention of the AccountsPayable Office at [email protected], and shall include back-up documentation asrequired by the Authority, including the applicable Supplier Request for Payment Form(“Attachment C”). Invoice payment requirements do not start until a properly completedinvoice is provided to the Authority. If an invoice is not approved, in whole or in part, theAuthority will inform the Supplier of the issue and Supplier will not be paid until the issuehas been resolved to the satisfaction of the Authority.

11. When the Project requires DBE participation, a copy of the invoice and all supportingDBE documentation must be emailed to [email protected]. Failure to submit required DBEdocumentation may result in a delay in payment. Details of the required DBE supportingdocumentation are included in Section 13, Paragraph 5 herein.

12. Prompt Payment Discounts. Discounts for early payment may be offered either in theoriginal Proposal or on individual invoices submitted under the Contract. Discounts that areincluded in the Proposal become a part of the Contract and are binding on the Supplier for allinvoices submitted under the Contract. If the Supplier has offered a prompt paymentdiscount, the Authority will only apply discounts that equal or exceed Two Percent (2%) ofthe invoice amount, for payments that are made between Ten (10) and Twenty-Nine (29)days after the Authority's receipt of a complete, acceptable invoice. For purposes of thisParagraph, time shall be computed from the date the invoice was received by the Authorityand payment shall be considered to have been made on the date which appears on thepayment check.

13. All compensation for services under a particular work or Purchase Order is subject toand contingent upon the availability of the federal, state, and/or local funding source that isapplicable to the work or Purchase Order.

14. The acceptance of final payment by the Supplier shall be a full release of theAuthority and its members, officers, agents, and employees for any and all claims arising outof or relating to this Contract. The Supplier hereby waives all indirect, incidental, special,and consequential damages in any proceeding arising out of or relating to this Contract.

III. Ownership of Documents and Inspection of Work

1. When the Contract requires services, all correspondence, documents, drafts, datacompilations and tabulations, research, analysis, plans, reports, and work product of anykind, in any medium, submitted to or prepared by or for the Supplier in connection with thisContract, are the sole property of the Authority and shall be scanned into electronic formatand provided to the Authority in an indexed, logical, searchable format on computerCompact Disks (CDs) or other format acceptable to the Authority. Such correspondence


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must be provided to the Authority within Thirty (30) days of the close-out of the assigned Project and must be received before the Authority will release final payment to the Supplier. The original documents shall be maintained by the Supplier for a period of Five (5) years after the completion of final payment by the Authority. Thereafter, or upon termination of this Contract for any reason, such records shall immediately be delivered to the Authority.

2. The Authority will have the right to visit the Supplier's site for inspection of theSupplier's work at any time during reasonable work hours. In addition to the inspection andaudit rights set forth herein, the Authority, its agents, and employees may performinspections of the work at any reasonable time and at any stage of production. Suchinspection or failure to inspect on any occasion shall not affect the Authority's rights, or theSupplier's obligations, under warranty or other provisions of this Contract, nor shall suchinspection be deemed acceptance of services.

IV. Term of Contract and Termination

1. This Contract shall commence upon the Authority's issuance of a Notice to Proceed and shall be effective until the Contract is completed or terminated.

2. The Authority may terminate this Contract, in whole or in part, by delivering to the Supplier a written Notice of Termination. The Authority may terminate the Contract for its convenience or for failure of the Supplier to fulfill any of its obligations hereunder, including without limitation, the Supplier’s failure to complete work within the required time or the Supplier’s failure to diligently proceed with the work to the satisfaction of the Authority. The Supplier shall have the opportunity to affect a remedy within Fifteen (15) days of the Notice of Termination. Upon the Supplier’s receipt of a written Notice of Termination from the Authority, the Supplier shall: (1) immediately stop all further work unless otherwise directed in writing by the Authority as no compensation shall be paid for any work performed after receipt of such notice (provided however that expense of a nature which cannot be immediately terminated shall be reimbursed at the minimum amount which may reasonably be arranged for such termination, if the Authority concurs); and (2) deliver to the Authority's Project Manager copies of all data, drawings, specifications, reports, estimates, summaries, and other information and materials prepared while performing this Contract, whether completed or in process, in both paper and electronic formats acceptable to the Authority. In addition, if the Supplier has possession of Authority goods, it shall immediately provide the Authority with an accounting of same and protect and preserve those goods until surrendered to the Authority or its agent(s) or otherwise disposed of as directed by the Authority.

3. These termination provisions shall be made a part of all subcontracts under this Contract.


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4. After the effective date of the Notice of Termination, the Authority will only pay forwork/services already performed and goods already delivered and accepted in accordancewith the terms of the Contract. At the discretion of the Authority, the Authority may makean equitable adjustment to the compensation due to the Supplier, but under no circumstancesshall the Supplier be entitled to payment for any anticipatory profit, for work/services not yetperformed, or for goods not accepted by the Authority.

5. The Supplier's obligations to the Authority that arise from the Supplier's improperacts or omissions shall survive the termination of this Contract.

6. In the event that termination is due to default or breach by the Supplier, the Authoritymay take over and complete the work. In such case, the Supplier shall be liable to theAuthority for any additional cost occasioned thereby.

7. Should the Supplier: (1) fail to comply with any federal, state, or local law orregulation, including FTA circular 4220.1F as revised, and 49 CFR Part 18, if applicable; (2)fail to comply with any condition of this Contract; or (3) fail to complete the required work orfurnish the required materials within the time required, the Authority reserves the right topurchase in the open market, or to take over and complete, the required item/work at theexpense of the Supplier without waiving any right against the Supplier or its Surety, if any.

8. If the total value of the Contract exceeds One Million Dollars ($1,000,000.00), theAuthority may terminate the Contract if the Authority determines that the Supplier: (1)submitted a false certification required by Florida Statutes § 287.135; (2) has been placed onthe Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies withActivities in the Iran Petroleum Energy Sector List; or (3) has been engaged in businessoperations in Syria.

9. For the purposes of this Contract, an event of insolvency with respect to either Partyhereto shall be deemed to be a default under this Contract by such Party. The term "event ofinsolvency" shall mean any of the following:

a) The insolvency;b) The making of a general assignment for the benefit of creditors, theappointment of a receiver for the business or assets of such entity, or the applicationfor the appointment of a receiver therefore;c) The filing of a petition by or on behalf of, or against such person or businessin any bankruptcy court or under any bankruptcy or insolvency law; ord) The dissolution, liquidation or winding up of business.


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V. Records and Audit

1. The Supplier agrees to maintain appropriate records with respect to work performedand other items reimbursable hereunder, and such records shall be supported by payrolls,invoices, vouchers, and other documents evidencing in proper detail the nature and proprietyof the charges. All checks, payrolls, invoices, and other documents pertaining in whole or inpart to the work shall be clearly identified, readily accessible, and to the extent feasible, keptseparate and apart from all other such documents not related to the work.

2. The Supplier shall provide access to records and reports in accordance with thefollowing which are incorporated herein by reference: 49 U.S.C. 5325, 49 CFR 18.36(i), and49 CFR 633.17, as applicable.

3. The Supplier shall permit the Authority, the FDOT, the FHWA, the FTA, the State ofFlorida, the U.S. Government, and the authorized representatives of these agencies to inspectand audit all technical and economic Project data and records of the Supplier relating to itsperformance and its subcontracts under this Contract from the date of Contract through anduntil the expiration of Five (5) years after completion or termination of the Contract, except inthe event of litigation or settlement of claims arising from performance of this Contract, inwhich case the Supplier agrees to maintain same until all said and affected agencies and theirauthorized representatives have disposed of all such litigation, appeals, claims, or exceptionsrelated thereto.

4. The Supplier shall provide, upon receipt of reasonable notice, free access to its booksand records by the proper officers and representatives of the Authority, the FDOT, theFHWA, the FTA, the State of Florida, the U.S. Government, and the authorizedrepresentatives of these agencies during reasonable business hours. Further, the said agenciesand their authorized representatives shall have the right, pursuant to an inspection, to review,audit, reproduce, or copy excerpts and transcriptions therefrom as necessary, and to inspectall work data, documents, proceedings, and activities related to this Contract. The Suppliershall include provisions similar to this Paragraph in all subcontracts which it awards,including, but not limited to, the additional provisions of allowing the Supplier, the Authority,the FDOT, the FHWA, the FTA, the State of Florida, the U.S. Government, and theauthorized representatives of these agencies equal access to sub-consultants' books andrecords.

VI. Conflict of Interest

1. The Supplier shall not promise any employee of the Authority, whose duties includematters relating to or affecting the subject matter of this Contract, compensation of any kindor nature from the Supplier, while such employee is employed by the Authority, or for One(1) year thereafter.

2. The Supplier affirms that it will not take part in any activities that will be a conflict ofinterest with the Authority or that would appear to compromise the integrity of the Authority.


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The Supplier shall provide written notice to the Authority immediately upon occurrence or first identification of any potential conflict-of-interest situation.

3. Upon request by the Authority, the Supplier shall execute any Conflict-of-InterestCertification that may be required.

VII. Debarred Proposers

The Supplier has a continuing obligation to inform the Authority whether it is or has been placed on any debarred, suspended, or excluded parties list maintained by the United States Government or the State of Florida. Should the Supplier, including any of its officers or holders of a controlling interest, be included on such a list during the performance of this Contract, the Supplier shall immediately inform the Authority. This obligation must be included in all subcontracts.

VIII. Indemnification

1. To the fullest extent permitted by law, the Supplier shall indemnify and hold harmlessthe Authority and its Board of Directors, officers, and employees, from liabilities, damages,losses, and costs, including but not limited to reasonable attorneys' fees, to the extent causedby the negligence, recklessness, or intentionally wrongful conduct of the Supplier and otherpersons or entities employed or utilized by Supplier in the performance of this Contract. Theprovisions of this Paragraph shall survive the termination of this Contract. Theindemnification obligation hereunder shall not be limited in any way by amount or type ofdamages, compensation or benefits payable under workers' compensation acts, disabilitybenefits acts, or other employee benefit acts.

2. In the event applicable law renders any provision of this Section unenforceable, thensolely to the extent necessary to conform such provision to the requirements of law to remedysuch unenforceable matter, such provision is deemed revised so as to be enforceable underlaw.

3. In addition to the Supplier's indemnification obligation, the Supplier shall be responsiblefor all liability for loss or damages, and it shall also be responsible for the payment of any finesimposed by any federal, state, or local agency as a result of the Supplier's actions or failure toact.

IX. Disputes, Defaults and Remedies

1. Upon a breach of any of the obligations of the Supplier or the Authority hereunder,the non-breaching Party shall have all of the rights and remedies provided under law,including, but not limited to the rights and remedies under the Uniform Commercial Code asin effect in the State of Florida, if applicable, as well as those referenced in 49 CFR Part 18and FTA Circular 4220.1F, as revised. In addition, the non-breaching Party shall have all ofthe other rights and remedies specified elsewhere in this Contract.


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2. During any dispute, unless otherwise directed by the Authority, the Supplier shallcontinue to diligently perform the work while matters in dispute are outstanding, unless aNotice of Termination has been issued by the Authority.

3. Should the Supplier suffer injury or damage to person or property because of any actor omission of the Authority, or any of the Authority’s employees, agents, or others forwhose acts the Authority is legally liable, a claim for damages therefore shall be made inwriting to the Authority within Fourteen (14) days after the first observance of such injury ordamage. The failure to timely submit a written claim shall result in a waiver the Supplier'sclaim.

4. Disputes arising in the performance of this Contract shall be decided in writing by theAuthority's Vice President of Administration, and the decision rendered shall be final andconclusive for the Authority.

5. Mandatory Mediation. All disputes arising out of or relating to this Contract shall besubject to mandatory pre-suit mediation under the auspices of a mediator to be selected by theParties. Mediation must occur before a lawsuit is filed. Discovery prior to the scheduledmediation shall be limited to One (1) request for production of documents and Two (2)depositions per Party not exceeding Eight (8) hours total time per deposition. Each Partyshall equally bear the costs of mediation and shall be solely responsible for its own attorneys’fees and other legal costs prior to and during the mediation process. In the event the casedoes not settle at mediation, the Parties may re-depose either or both witnesses on non-repetitive matters. The Supplier acknowledges that the Authority may not have present atany such mediation a person or persons authorized to bind the Authority. If the mediationfails to produce a settlement, and the amount in controversy is below Seventy-Five ThousandDollars ($75,000.00), the Parties may agree to submit the dispute to fast-track arbitration withan AAA arbitration panel.

X. Insurance

1. Insurance.

A. The Supplier shall, at its own expense, procure and maintain throughout the durationof this Contract, the types and amount of insurance coverage, limits, and endorsementsconforming to the minimum requirements set forth herein and in the Solicitation. TheSupplier shall not commence work until the required insurance is in force and the Certificateof Insurance has been provided to and approved by the Authority. The insurance policiesmust include the Authority as an Additional Insured in the General Liability and CommercialAuto policies, and must include a provision allowing for a minimum of Thirty (30) daysWRITTEN NOTICE OF CANCELLATION OR ADVERSE MATERIAL CHANGE to beprovided to the Authority for all coverages. Until such insurance is no longer required by thisContract, the Supplier shall provide the Authority with renewal/replacement evidence ofinsurance at least Thirty (30) days prior to the expiration of termination of such insurance.Said insurance shall be written by an insurer who holds a current Certificate of Authority


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pursuant to Chapter 624, Florida Statutes, and who has a most recently published rating by A.M. Best & Company of "A" or better. The insurance requirements contained herein, aswell as the Authority's review or acceptance of insurance maintained by the Supplier, is notintended to and shall not in any manner limit or qualify the liabilities or obligations assumedby the Supplier under this Contract.

B. Minimum Insurance Requirements. Supplier shall maintain limits no less than:

i. Commercial General Liability Insurance. Supplier shall indicate whether thecoverage is provided on a claims-made or occurrence basis. The minimum limits ofinsurance shall include the following:

a) CGL policy not endorsed with exclusion –Damage to Workperformed by Sub-consultants on Your Behalf (CG2294 orCG2295)

b) CGL policy not endorsed with Contractual Liability LimitationEndorsement (CG2139) or Amendment of Insured ContractDefinition (CG 2426)

c) CGL policy not endorsed with Exclusion – Damage to PremisesRented to you (CG2145)

d) CGL policy shall include broad form contractual liability coveragefor the Supplier’s covenants to and indemnification of theAuthority under this Contract

$2,000,000 General Aggregate $1,000,000 Products/Completed Operations Aggregate $1,000,000 Personal and Advertising Injury $1,000,000 Each Occurrence $ 50,000 Fire Damage

ii. Business Automobile Liability Insurance: The minimum limit shall be$1,000,000 per accident for bodily injury or property damage. The insurance shallinclude coverage for the following:

a. Owned/Leased Autosb. Non-Owned Autosc. Hired Autos

iii. Professional Liability Insurance: The minimum liability limit shall be$1,000,000 per claim and $1,000,000 General Aggregate. Such insurance shall coverliability for errors and omissions in the performance of professional services, as setforth herein, to the extent caused in whole or in part by the acts, errors, or omissions,negligent or otherwise, of the Supplier, its employees, agents, or representatives, orthe acts, errors, or omissions, negligent or otherwise, of any sub-consultants, or sub-consultant’s employees, agents, or representatives. Professional Liability Coverageshall be provided on an Occurrence Form or a Claims-Made Form with a retroactivedate equal to or prior to the date of this Contract with a Three (3) year reportingoption beyond the annual expiration date of the policy.


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iv. Workers' Compensation and Employer's Liability Insurance: Workers'Compensation statutory limits as required by Chapter 440, Florida Statutes and anyapplicable Federal or state Law.

Part Two of the Standard Workers’ Compensation Policy shall include the following minimum limit of liability:

$500,000 Each Accident Bodily Injury by Accident $500,000 Policy Limit Bodily Injury by Disease $500,000 Each Employee Bodily Injury by Disease

v. Umbrella/Excess Liability: All referenced coverages must be included in theschedule of underlying coverages (except Professional Liability and Workers'Compensation). This coverage will be no more restrictive than the underlyingcoverages and shall have a minimum $2,000,000 Each Occurrence/ $2,000,000General Aggregate Limit of Liability.

vi. Valuable Papers and Records: The Supplier must obtain Valuable Papers andRecords coverage in an amount not less than $100,000. The Authority, members of itsBoard of Directors, committees, officers, agents, employees, and volunteers shall benamed as Additional Insureds.

vii. Pollution Insurance: Pollution Insurance must be obtained in an amount notless than $1,000,000, and shall be maintained by any Supplier performingenvironmental and/or other investigations involving excavation, drilling, or other sitedisturbance activities.

C. Deductibles and Self-Insured Retentions. Deductibles and self-insured retentions upto $25,000 are acceptable to the Authority for work under this Contract. Any deductibleabove $25,000 must be approved in writing by the Authority prior to entering into thisContract and shall be clearly stated on the Certificate of Insurance. If the deductibles andself-insured retentions are not acceptable to the Authority, the Supplier shall procure a letterof credit or other evidence of financial responsibility guaranteeing payment for losses, relatedinvestigation, claim administration, and defense expenses.

D. Other Insurance Provisions.

a. Commercial General Liability, Automobile Liability Coverages:

i. The Authority, members of its Board of Directors, committees,officers, agents, employees, and volunteers are to be included asAdditional Insureds with respect to liability arising out of: activitiesperformed by or on behalf of the Supplier; products and completedoperations of the Supplier; premises owned, leased, or used by theSupplier; or premises on which Supplier is performing services onbehalf of the Authority. The coverage shall contain no speciallimitations on the scope of protection afforded to the Authority,members of its Board of Directors, committees, officers, agents,employees, and volunteers.


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ii. The Supplier's insurance coverage shall be primary insurance withrespect to the Authority, members of its Board of Directors,committees, officers, agents, employees, and volunteers. Anyinsurance or self-insurance maintained by the Authority, members ofits Board of Directors, committees, officers, agents, employees, andvolunteers shall be excess of the Supplier's insurance and shall notcontribute with it.

iii. Any failure to comply with reporting provisions of the policies shallnot affect the coverage provided to the Authority, members of itsBoard of Directors, committees, officers, agents, employees, andvolunteers.

iv. Coverage must state that Supplier's insurance shall apply separately toeach insured against whom a claim is made or against whom suit isbrought, except with respect to the limits of the insurer's liability.

b. Workers' Compensation and Employer's Liability and General LiabilityCoverage Waiver. The Supplier shall provide the Authority with a waiverfrom the insurer: such waiver must waive all of the insurer’s rights ofsubrogation against the Authority, members of its Board of Directors,committees, officers, agents, employees, and volunteers for losses arisingfrom activities and operations of the Supplier for performance of servicesunder this Contract.

c. All Coverages:

(1) Each insurance policy required by this Contract shall be endorsed to state thatno material change or cancellation, including expiration and non-renewal ofcoverage, shall be effective until after at least Thirty (30) days written notice hasbeen given to: Jacksonville Transportation Authority, ATTN: ProcurementDepartment, 121 West Forsyth Street, Suite 200, Jacksonville, Florida 32202.

(2) Failure to maintain a current Certificate of Insurance on file with theAuthority will be grounds for withholding or rejecting payment of invoices.

(3) Notwithstanding the prior submission of a Certificate of Insurance, ifrequested by the Authority, the Supplier shall, within Thirty (30) days afterreceipt of a written request from the Authority, provide the Authority with acertified complete copy of the policies providing the coverage required.

(4) If Supplier, for any reason, fails to maintain insurance coverage, which isrequired pursuant to this Contract, such event shall be deemed a material breachof this Contract. The Authority, at its sole discretion, may terminate this Contractand obtain damages from the Supplier resulting from said breach. Alternatively,the Authority may purchase such required insurance (but has no special obligationto do so) and without further notice to Supplier, the Authority may deduct from


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sums due to Supplier any premium costs advanced by the Authority for such insurance.

(5) It is the Supplier’s responsibility to ensure that its sub-consultants are coveredunder the required insurance limits. The Supplier may either require its sub-consultants to purchase insurance coverage set forth herein individually, or it mayinclude the sub-consultant under the Supplier’s insurance program.

(6) Neither approval by the Authority nor failure to disapprove the insurancefurnished by the Supplier shall relieve the Supplier of the Supplier's fullresponsibility to obtain and maintain the insurance policies as required by thisContract.

(7) Compliance with the insurance requirements of this Contract shall not limitthe liability of the Supplier. Any remedy provided to the Authority, members ofits Board of Directors, committees, officers, agents, employees, and volunteers bythe insurance policies shall be in addition to and not in lieu of any other remedyavailable under this Contract or otherwise.

(8) The cost of insurance shall be included in the Supplier's fees, and there shallnot be any further compensation or reimbursement therefore.

XI. Public Entity Crimes

The Authority reserves the right to terminate this Contract effective immediately upon written notice in the event that the Supplier or any of its affiliate(s) are placed on the State of Florida convicted vendor list pursuant to Section 287.133, Florida Statutes. For purposes hereof, "affiliate" shall have the meaning set forth in Section 287.133(1)(a), Florida Statutes. The Supplier shall advise the Authority promptly after conviction of any "public entity crime" as defined in Section 287.133(1)(g), Florida Statutes, applicable to the Supplier or any of its affiliate(s).

XII. Equal Employment Opportunity and Nondiscrimination

1. The Supplier will comply with all federal, state, and local laws and ordinancesapplicable to the work or payment for work thereof, and will not discriminate on the groundsof race, creed, color, sex, sexual orientation, gender identity, national origin, age, disability,religion, or family status in the performance of work under this Contract. The Supplierassures that it will comply with pertinent statutes, executive orders, and such rules as arepromulgated to assure that no person shall, on the grounds of race, creed, color, sex, sexualorientation, gender identity, national origin, age, disability, religion, or family status beexcluded from participating in any activity conducted under this Contract. This provisionbinds the Supplier from the Solicitation period through the completion of the Contract.


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2. The Supplier shall permit access to its books, records, accounts, other sources ofinformation, and its facilities, as may be determined by the Authority to be pertinent toascertain compliance with this Section.

XIII. Disadvantaged Business Enterprise (DBE) Participation

1. Disadvantaged Business Enterprise Participation. The minimum goal for theparticipation of DBE firms under this Contract is to achieve the Supplier's proposed DBEparticipation rate of Twenty-Two Percent (22%) that is set forth in its Proposal. To becounted toward that requirement, firms must be certified as DBE by the Florida UniformCertification Program (UCP) in accordance with 49 CFR Part 26, which is deemedincorporated by reference into this Contract (copy available from the Authority's Diversityand Equity Manager).

2. DBE sub-consultants. When the Solicitation required the submission of AttachmentB, each of the firms identified as a DBE firm shall be and shall remain certified as such incompliance with 49 CFR Part 26. Such firms (or firms substituted or added with the priorwritten consent of the Authority) shall collectively be utilized in the provision of services toachieve the Supplier's above-referenced annual aggregate DBE participation rate.

3. DBE Liaison. The Supplier shall comply in all respects with the Authority's DBEprogram. It is the Supplier’s responsibility to ensure the intentions and interests of theAuthority's DBE program are implemented. In order to make certain the policies are carriedout in a responsible manner, the Supplier must appoint a high-level official to administer andcoordinate the implementation of these policies. The provisions outlined in this Contract areapplicable to all subcontracting arrangements under this Contract.

4. Affirmative Steps and Records. In accordance with 49 CFR 18.36(e), the Suppliershall take all necessary affirmative steps to assure that minority firms and women's businessenterprises are used when possible. Affirmative steps shall include: (i) placing qualifiedsmall and minority businesses and women's business enterprises on solicitation lists; (ii)assuring that small and minority businesses, and women's business enterprises are solicitedwhenever they are potential sources; (iii) dividing total requirements, when economicallyfeasible, into smaller tasks or quantities to permit maximum participation by small andminority business, and women's business enterprises; (iv) establishing delivery schedules,where the requirement permits, which encourage participation by small and minoritybusiness, and women's business enterprises; and (v) using the services and assistance of theSmall Business Administration, and the Minority Business Development Agency of theDepartment of Commerce.

The Supplier must maintain the following records concerning DBE participation with respect to this Contract for at least Five (5) years following the completion of the work:

• All sub-consultant/supplier subcontracts, including subcontracts with DBEs;• Documentation developed during the identification and award of such subcontracts


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to DBE firms, including, but not limited to, copies of executed subcontracts enacted with Project participants.

5. Financial Reporting Requirements. When a DBE goal has been established, theSupplier shall submit monthly reports detailing payments to all sub-consultants andsuppliers, both DBE and non-DBE, in a format that is acceptable to the Authority. TheSupplier shall fully cooperate with all audits, whenever performed. Failure to comply withthese mandates may result in an unsatisfactory audit analysis and may have a bearing onfuture consideration for the award of Authority agreements.

Attachment C, the Supplier Request for Payment Form, must be submitted with every invoice presented for progress or final payment, and must show the portion of the invoice due to each sub-consultant (DBE and Non-DBE). In addition, when applicable, the Supplier must submit a report detailing the following information as it relates to invoices received from its DBE-certified sub-consultants:

1. The value of the work actually performed by the DBE employees andrepresentatives; and2. The entire amount of the DBE sub-consultant’s portion of the invoice. Thisincludes, but is not limited to, the cost of supplies and materials obtained for work onthe subcontract, including supplies and equipment leased and/or purchased fromsources other than the Supplier and/or its affiliates.

When applicable, the Supplier shall also report the entire amount of compensation paid to each DBE for the following:

1. All bona fide services, including professional, technical, Supplier, and managerialservices; and2. The costs of providing bonds or insurance specifically required for theperformance of the subcontract, provided these fees do not exceed what is deemedreasonable and customary for services of this type.

All supporting DBE documentation including but not limited to the invoice, the monthly reports detailing payments made to DBE sub-consultants, and the Supplier Request for Payment Form included as Attachment C must be emailed to [email protected]. Failure to submit the required documentation may result in a delay in payment.

This contract is subject to contract compliance payment tracking, and the prime consultant and any DBE sub-consultants shall provide any noted and/or requested contract compliance-related payment data electronically in the B2GNow Contract Compliance Program System. The prime consultant and all DBE sub-consultants are responsible for responding by any noted response audit date or due date to any instructions or request for information, and to check the B2GNow Contract Compliance Program System on a regular basis. The prime consultant is responsible for ensuring all DBE sub-consultants have completed all requested items and that their contact information is up-to-date.

Access information related to consultant access of the system will be provided to a designated point of contact with each consultant upon award of the contract. The B2GNow Contract


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Compliance Program System is web-based and Contract Compliance Reporting – Vendor Training and can be accessed at the following Internet address: https://jtafla.dbesystem.com/FrontEnd/EventList.asp).

6. DBE sub sub-consultants. At times, due to the size of a subcontract, a DBE maychoose to enter into alternate arrangements with other businesses. Reporting of work doneand applied towards DBE goals for the Project is limited by the following constraints:

• If a DBE subcontracts a portion of its contracted responsibilities to anotherbusiness, that business must also be a DBE in order for the value of the workto be counted towards the DBE participation goals established by theAuthority.• If the DBE participates in the work as part of a joint venture, only thatportion of the work done by the DBE shall be reported towards DBE goals.

7. Modifications and Substitutions. The Supplier shall not make any modification,change or substitution of sub-consultants as outlined in the Proposal, without the knowledgeand consent of the Authority's DBE Office. In the event that any of such firms identified bythe Supplier in its Attachment B become unavailable therefore, the Supplier shall replacesuch firm with another similarly designated firm. Such replacement, including by theSupplier’s own forces, may only be made with the prior written approval of the Authority,which may be withheld in the event that the Authority determines, in its sole discretion, thatthe Supplier has not made good faith efforts to either work with the sub-consultant for whomreplacement is sought or to find a minority certified replacement (under the appropriateprogram) for such sub-consultant.

If the Supplier desires to terminate or substitute a DBE sub-consultant listed in its Attachment B and intends to perform the work of the terminated DBE sub-consultant with either its own forces or those of another sub-consultant, it must first submit to the Authority’s DBE Office a Request for Approval of Change to Original List of Sub-consultants, along with written documentation explaining the specific reasons for the change. The Supplier must obtain approval from the Authority prior to the substitution of the original DBE sub-consultant. If a terminated DBE sub-consultant is substituted by another DBE sub-consultant, the Supplier should include the name, address, certification number, and principal office of the proposed DBE business. The Supplier must make good faith efforts to replace one DBE with another.

In the event that the Supplier is unable to contract with another DBE business, Good Faith Effort documentation must be provided to the Authority, describing the attempts to locate a substitute DBE. In all situations, the Supplier may not terminate or substitute a DBE sub-consultant without the prior written consent of the Authority's DBE Office. If the Authority approves the proposed substitution in writing, the Supplier shall execute a subcontract with the proposed DBE business upon receipt of the substitution approval. If the change involves a modification to the original list of sub-consultants, the Supplier must submit, if applicable, a completed Intent to Perform as a DBE Sub-consultant Form for any DBE sub-consultant added by the change.

8. Compliance and Enforcement. Before final payment will be made by the Authority,the Supplier shall provide the final accounting of DBE participation. The Authority maywithhold payment to the Supplier pending compliance with this closeout requirement. Any


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https://jtafla.dbesystem.com/FrontEnd/EventList.asp

reduction or change by the Supplier in a DBE subcontract, in the total DBE participation, or in DBE sub-consultants, without the prior written approval of the Authority's DBE Office, will be considered an unauthorized DBE sub-consultant substitution and will not be counted as participation. A DBE subcontract dollar value that is decreased by a change order or Amendment issued by the Authority will not constitute an unauthorized sub-consultant substitution. The Supplier’s failure to comply with the DBE participation requirements or any other part of the DBE program may result in termination of the Contract and may also result in the Authority issuing an unfavorable performance review of the Supplier. The Authority may consider the Supplier’s failure to comply when evaluating the Supplier for subsequent contracts and work orders. The Supplier may submit an explanation to be retained with the Contract file to document the reasons for its failure to comply with the DBE requirements.

XIV. Drug-Free Workplace

The Supplier and its sub-consultants shall maintain a drug-free workplace and otherwise comply with the provisions of the Drug-Free Workplace Act, 41 U.S.C. §§ 701-707. Without in any way limiting the foregoing, the Supplier and its sub-consultants shall provide a drug-free workplace by:

1. Publishing a statement: (1) notifying employees that unlawfully manufacturing,distributing, dispensing, possessing, or using a controlled substance in theSupplier's (sub-consultants') workplace is prohibited; and (2) specifying theactions that will be taken against employees for violation of such prohibition;

2. Establishing a drug-free awareness program to inform employees about:

a. The dangers of drug abuse in the workplace;b. The Supplier's (sub-consultants') policy of maintaining a drug-free

workplace;c. Any drug counseling, rehabilitation, and employee assistance programs

that are available; andd. The penalties that may be imposed upon employees for drug abuse

violations occurring in the workplace;

3. Making it a requirement that each employee to be engaged in the performance ofthis Contract be given a copy of the statement required by Paragraph (1);

4. Notifying the employee in the statement required by Paragraph (1) that, as acondition of employment under this Contract, the employee will abide by theterms of the statement and notify the employer of any criminal drug statuteconviction for a violation occurring in the workplace no later than Five (5) daysafter such a conviction;

5. Notifying the Authority within Ten (10) days of receiving notice under Paragraph(4) from an employee, or within Ten (10) days of otherwise receiving actualnotice of an employee’s conviction;


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6. Taking one of the following actions, within Thirty (30) days of receiving noticeunder Paragraph (5), with respect to any employee so convicted:

a. Taking appropriate personnel action against such an employee, up to andincluding termination; or

b. Requiring such an employee to satisfactorily participate in and completea drug-abuse assistance or rehabilitation program that is approved by afederal, state, or local health or law enforcement agency, or otherappropriate agency as may be the case; and

7. Making a good faith effort to continue to maintain a drug-free workplace throughimplementation of Paragraphs (1), (2), (3), (4), (5) and (6).

XV. Subcontracts

1. The Supplier shall be fully responsible for the performance of all services under thisContract, including when the services are performed by a sub-consultant or supplier. At alltimes, the Supplier shall be responsible for the effort, activity, and quality of services of itssub-consultants and suppliers, and at no time shall the Authority have any responsibility foror contractual relationship with any such sub-consultants or suppliers, whether by reason ofthe above-stated references, consent, approval, or otherwise.

2. The Supplier shall utilize those sub-consultants who were identified in its Proposal,except that the Supplier shall not subcontract with a proposed person or entity to whom theAuthority has made reasonable and timely objection.

3. When the subcontract is to provide services, the subcontract shall include the specifickey staff members, man-hours, rates, tasks assigned, and all other costs and compensationassociated with carrying out the services.

4. The Supplier shall insert the appropriate provisions from the Solicitation and thisContract in all subcontracts under this Contract. Including all clauses found in Section VI ofthis solicitation.

5. Prompt Payment. The Supplier shall pay all funds due to sub-consultants (includingvendors and suppliers) within Seven (7) days of receipt of payment from the Authority,unless the Supplier has informed the Authority that there is a good faith dispute between theSupplier and the sub-consultant. The Supplier shall maintain records of payments to all sub-consultants for Five (5) years following the completion or termination of this Contract, andrecords of such shall be made available to the Authority immediately upon request. TheSupplier shall report to the Authority, on the form included as Attachment C, the portion ofeach payment made by the Authority (directly or indirectly) which is owed by the Supplier toa sub-consultant, and whether such sub-consultant is or is not a DBE firm.


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XVI. Non-exclusive Contract

This Contract is not exclusive. The Authority expressly reserves the right to contract for performance of services such as those described herein, and in the Solicitation, with other Suppliers.

XVII. No Waiver

Failure by either Party to insist upon strict performance of any of the provisions herein; failure or delay by either Party in exercising any rights or remedies provided herein or by law; the Authority's payment in whole or in part for services hereunder; or any purported oral modification or rescission of this Contract by an employee or agent of either Party shall not: (1) release either Party of any of its obligations hereunder; (2) be deemed a waiver of therights of either Party to insist upon strict performance hereof; (3) be deemed a waiver of anyof either Party's rights or remedies under this Contract or by law; or (4) operate as a waiverof any of the provisions hereof or constitute acquiescence therein. No waiver of any defaultor breach hereunder shall extend to or affect any subsequent or existing default or breach.

XVIII. Public Records and Related Inquiries

1. The Supplier acknowledges that the Authority is subject to the Florida Public RecordsLaw, the Government in the Sunshine Act, and possibly the Freedom of Information Act(FOIA), and that in compliance therewith, at the sole discretion of the Authority, the Authoritymay disseminate or make available to any person, without the consent of the Supplier,information regarding this Contract, including but not limited to information in the: responses;requirements; specifications; drawings; sketches; schematics; models; samples; tools; computeror other apparatus programs; or technical information or data, whether electronic, written, ororal, furnished by the Supplier to the Authority under this Contract, and that copies of workproducts and related materials prepared or received by the Supplier under this Contract arepublic records.

2. The Supplier shall allow public access to all documents, papers, letters, or other materialsubject to the provisions of Chapter 119, Florida Statutes, made or received by the Supplier inconjunction with this Contract. Specifically, if the Supplier is acting on behalf of the Authority,the Supplier shall:

a. Keep and maintain public records that ordinarily and necessarily would berequired by the Authority in order to perform the services being performed by theSupplier;

b. Provide the public with access to public records on the same terms andconditions that the Authority would provide the records and at a cost that doesnot exceed the cost provided in chapter 119, Florida Statutes, or as otherwiseprovided by law;

c. Ensure that public records that are exempt or confidential and exempt frompublic records disclosure requirements are not disclosed except as authorized bylaw; and

d. Meet all requirements for retaining public records; transfer, at no cost to theAuthority, all public records in possession of the Supplier upon termination ofthis Contract; and destroy any duplicate public records that are exempt or


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confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the Authority in a format that is compatible with the information technology systems of the Authority.

3. The Supplier shall immediately provide the Authority with a copy of any Request toInspect or Copy Public Records in possession of the Supplier and the Supplier shall alsopromptly provide the Authority with a copy of the proposed response to each such request.No release of any such records by the Supplier shall be made without approval of theAuthority. The Supplier's failure to grant approved public access will be grounds forimmediate termination of this Contract by the Authority.

4. Media and Other Inquiries. All media and other inquiries concerning the servicesshall be directed to the Authority's Vice President, External Affairs. The Supplier shall notmake any statements, press releases, or publicity releases concerning this Contract or itssubject matter or otherwise disclose or permit to be disclosed any of the data or otherinformation obtained or furnished in compliance with this Contract, or any particularsthereof, without the Authority's written consent. However, the Supplier may communicatedirectly with public agencies when required to do so as part of the services to be performedhereunder.

XIX. Contract Administration

1. Notices. Except as otherwise provided herein, any notices or demands that arerequired by law or under the terms of this Contract shall be given or made by the Supplier orthe Authority in writing and shall be given by hand delivery, telegram, or similarcommunication, or by certified or registered mail (return receipt requested), and addressed tothe respective Parties set forth below. Such notices shall be deemed to have been given in thecase of telegrams or similar communications when sent, and in the case of certified orregistered mail, on the Third (3rd) day after such communication has been deposited in theUnited States mail with postage prepaid.

To Authority: Jacksonville Transportation Authority Procurement Department 121 West Forsyth Street, Suite 200 Jacksonville, Florida 32202

To Supplier: (Supplier name, PM and address)

The above addresses may be changed at any time by giving Thirty (30) days prior notice as provided above.

2. Entire Agreement. This Contract shall constitute the entire agreement between theAuthority and the Supplier relating to the work.

3. Supplier is not Authority's Agent. The Supplier is not authorized to act as theAuthority's agent and shall have no authority, expressed or implied, to act for or bind theAuthority, unless otherwise expressly set forth for a particular purpose in a separate writing bythe Authority.


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4. Compliance with Supplier Code of Business Conduct. The Supplier shall, at all timesthroughout the duration of this Contract, comply with the Authority’s Supplier Code of BusinessConduct which is made a part hereof by reference. Failure of the Supplier to abide by theSupplier Code of Business Conduct may lead to disciplinary measures commensurate with theviolation, including but not limited to termination of this Contract.

5. Compliance with Nondiscrimination and Other Laws. The Supplier shall comply withthe regulations relative to nondiscrimination in federally assisted programs of the DOT Title49, CFR, Part 21, as they may be amended from time to time, which are hereby incorporatedherein by reference and made a part of this Contract. The Supplier shall also comply with thefollowing civil rights regulations, as may be amended from time to time, which areincorporated herein by reference: 29 U.S.C. § 623, 42 U.S.C. § 2000, 42 U.S.C. § 6102, 42U.S.C. § 12112, 42 U.S.C. § 12132, 49 U.S.C. § 5332, 29 CFR Part 1630, and 41 CFR Part60. The Supplier, at its sole cost and expense, shall comply with applicable laws,regulations, ordinances, and rules of governmental agencies (including as applicable, theFHWA, FTA, OSHA, applicable State of Florida agencies, including the FDOT, the St. JohnsRiver Water Management District (SJRWMD), the Authority, and the City of Jacksonville(CoJ)). Supplier shall secure all required licenses and permits necessary to the performanceof the work at its sole cost and expense.

6. Compliance with Federal Regulations. The Supplier shall comply with all federallobbying regulations as referenced in the Solicitation, including but not limited to: 31 U.S.C.1352, 49 CFR Part 19, and 49 CFR Part 20. The Supplier shall comply with all federal cleanair regulations including but not limited to: 42 U.S.C. 7401, 40 CFR 15.61, and 49 CFR Part18. The Supplier shall also comply with all energy conservation requirements including butnot limited to: 42 U.S.C. 6321 and 49 CFR Part 18. In addition, the Supplier shall complywith all cargo preference requirements as referenced in the Solicitation, including but notlimited to: 46 U.S.C. 1241 and 46 CFR 381. The Supplier shall also comply with all cleanwater regulations issued pursuant to 33 U.S.C. 1251. Lastly, the Supplier shall abide by allfederal change requirements as explained in 49 CFR Part 18 which is incorporated herein byreference.

7. Governing Laws. This Contract and the rights of all Parties hereunder shall beconstrued and enforced in accordance with the laws of the State of Florida.

8. Severability. If any provision of this Contract is declared by a court of competentjurisdiction to be invalid, void, or unenforceable, the remaining provisions shall continue infull force and effect.

9. Advertising. The Supplier will not use the name of the Authority or quote the opinionof any employees of the Authority or refer to the Authority directly or indirectly in anypromotional literature or correspondence, news release, advertisement, or release to anyprofessional or trade publications without receiving specific written approval for such use orrelease from the Authority. However, this Paragraph will in no way limit the Supplier's


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ability to satisfy any governmental required disclosure of its relationship with the Authority.

10. Assignments. This Contract is binding upon the Parties hereto and their respectivesuccessors and assigns. The Supplier shall not assign, sell, or transfer its interest in thisContract without the Authority's express written consent. Any such assignment by theSupplier must contain a provision allowing the Authority to assert against any assignee, anyand all defenses, setoffs, or counterclaims which the Authority would be entitled to assertagainst the Supplier.

11. Modifications. This Contract may be modified or amended only by a writing signedby each of the Parties hereto. Neither electronic mail nor instant messaging shall beconsidered a “writing” for purposes of amending, supplementing, or modifying this Contract.No additional services shall be performed until such additional services are provided for inan Amendment executed by both Parties.

12. Force Majeure. Neither the Authority nor the Supplier shall be liable for any delay orfailure in performance solely caused by acts beyond such Party's control, including, withoutlimitation, acts of God, war, vandalism, strikes, labor disputes, sabotage, hurricanes, fires,floods, acts of governmental agencies, or unforeseen interruptions of utility services.

13. Consent to Jurisdiction. The Supplier and the Authority agree that any suit, action, orother legal proceeding arising out of or relating to this Contract shall be brought in theCircuit Court of Duval County, and each Party hereby consents to the jurisdiction of eachsuch court over any such suit, action, or proceeding, and waives any objection which it orthey may have to the laying of venue of any such suit, action, or proceeding, and any of suchcourts. This provision is a material inducement for the Authority and the Supplier enteringinto the transactions contemplated hereby.

14. Prevailing Party Attorneys’ Fees. In the event one Party shall prevail in any action(including appellate proceedings) at law or in equity arising hereunder, the losing Party willpay all costs, expenses, reasonable attorneys' fees, and all other actual and reasonableexpenses incurred in the defense and/or prosecution of any legal proceeding, including, butnot limited to, those for paralegal, investigative, and legal support services, and actual feescharged by expert witnesses for testimony and analysis incurred by the prevailing Partyreferable thereto.

15. Member Protection. No recourse under or upon any obligation, covenant, oragreement contained in this Contract or any other agreements or documents pertaining to thework, as such may from time to time be altered or amended in accordance with the provisionshereof, or under any judgment obtained against the Authority or by the enforcement of anyassessment or by any legal or equitable proceeding by virtue of any statute or otherwise,whether under or independent of this Contract, shall be had against any Board Member,officer, employee or agent, as such, past, present or future, of the Authority either directly orindirectly, for any claim arising out of this Contract, or for any sum that may be due andunpaid by the Authority. Any and all personal liability of every nature, whether at commonlaw, in equity, by statute, by constitution or otherwise, of any Authority member, officer,


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employee, or agent as such, to respond by reason of any act or omission on his or her part or otherwise for any claim arising out of this Contract, or for the payment for or to the Authority, or any receiver therefore or otherwise, of any sum that may remain due and unpaid by the Authority, is hereby expressly waived and released as a condition of and as consideration for the execution of this Contract.

16. No Third-Party Beneficiaries. The Parties hereby set forth their intention that thereare not and never shall be any third-party beneficiaries of this Contract or of any work orPurchase Order authorized hereunder. The Parties expressly intend that the Authority has noobligation to or relationship with any sub-consultant that may be utilized by Supplier.

17. Counterparts. This Contract may be executed in one or more counterparts, each ofwhich will be deemed an original, but all such counterparts will together constitute one andthe same instrument.

18. Contract Assurance (49-CFR Part 26.13)

The consultant, sub recipient or sub-consultant shall not discriminate on the basis ofrace, color, national origin, or sex in the performance of this contract. The consultantshall carry out applicable requirements of 49-CFR Part 26 in the award andadministration of DOT-assisted contracts. Failure by the consultant to carry out theserequirements is a material breach of this contract, which may result in the terminationof this contract or such other remedy as the recipient deems appropriate.

19. Prompt Payment (49-CFR Part 26.29)

Prime consultants are required to pay all sub-consultants, to include DBE sub-consultants, for satisfactory performance of their contracts within seven (7) businessdays from receipt of each payment from the JTA. Failure to comply may result infuture withholdings of prime consultant’s reimbursements and/or other sanctions untilthe prime consultant ensure all sub-consultants are being promptly paid for all workperformed.

20. Return of Retainage (49-CFR Part 26.29)

Prime consultants are required to ensure prompt and full payment of retainage to allsub-consultants within thirty (30 days) after the sub-consultant’s work is satisfactorilycompleted. Prime Consultants are prohibited from holding retainage from sub-consultants until the project is completed. A sub-consultant's work is satisfactorilycompleted when all the tasks called for in the subcontract have been accomplishedand documented as required by the JTA. When JTA has made an incrementalacceptance of a portion of a prime contract, the work of a sub-consultant covered bythat acceptance is deemed to be satisfactorily completed.

21. Monitoring the Performance of other Program Participants (49-CFR Part 26.37)

The JTA will monitor each DOT funded contract with DBE participation to ensure


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that all work committed to DBEs at contract award or subsequently (as a result of contract modification) is actually performed by the DBEs to which the work was committed. Site visit will be conducted periodically by staff. Consultant’s Request for Payment forms will be monitored to ensure that DBEs are being paid in accordance to their signed agreements.

All Prime Consultants will be required to self-report all payments received from the JTA into the B2GNow (Contract Compliance Tracking System). This system tracks payments made to the prime consultant and all payments made by the prime to any sub-consultants, to include DBEs, and the timeliness of those payments in accordance to JTA’s Prompt Payment Clause.

22. Termination for Convenience (49-CFR Part 26.53)

No prime consultant will terminate for convenience a DBE sub-consultant that waslisted and agreed to perform a project task (or an approved substitute DBE firm) andthen perform the work of the terminated subcontract with its own forces or those of anaffiliate, without prior written consent from JTA’s Diversity & Equity ProgramOffice.

The prime consultant shall utilize the specific DBEs listed to perform the work andsupply the materials for which each is listed unless the prime consultant obtainswritten consent form JTA’s Diversity & Equity Program Office; and unless theconsent is provided the consultant shall not be entitled to any payment for work ormaterial unless it is performed or supplied by the listed DBE.

Appropriate administrative remedies will be invoked to any Prime Consultant thatterminates and/or removes a DBE firm/s for convenience. Those remedies mayinclude requirement to pay terminated DBE firm/s; withholding of future paymentsand/or retainage; and/or disbarment from future consideration of project awards withthe JTA.

23. Attachments. The following attachments are hereby incorporated into this Contract aspart hereof as though fully set forth herein.

Attachment A, Scope of Work Attachment B, Schedule of Sub-suppliers/Sub-consultants Form Attachment C, Supplier's Request for Payment Form Attachment D, Required Forms

(Signature Page Follows)


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IN WITNESS WHEREOF, each of the Parties hereto have caused its duly authorized officers to execute and deliver this Contract on or as of the date first above written.

(SUPPLIER FIRM NAME:)

By:_________________________________

Printed Name:________________________

Title:_______________________________

JACKSONVILLE TRANSPORTATION AUTHORITY:

By:_________________________________

Printed Name: Nathaniel P. Ford, Sr.

Title: Chief Executive Officer

APPROVED AS TO FORM:

By:_________________________________

Printed Name: Cleveland Ferguson, III

Title: Vice President of Administration

Execute in Triplicate Distribution:

1. Supplier2. JTA Project Manager – User Department3. JTA Contracts Management – Electronic


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Attachment ‘C’ - Supplier's Request for Payment Form (on following pages)


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CO

NT

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____

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____

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____

____

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DB

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Proj

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ame:

___

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____

____

____

_

C

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with

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ave

perf

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’s D

iver

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& E

quity

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ompt

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Rev

ised

: M

arch

24,

201

5 54

of 8

7

JTA

RFB

No.

P-1

6-03

7

SECTION VI REQUIRED FORMS & CERTIFICATIONS

Legal Entity of Proposer /Authorized Signatories

The Proposal Pricing Form shall clearly indicate the legal name, address, and telephone number of the Proposer and accurately identify the type of legal entity of the Proposer (i.e., corporation, LLC, partnership, joint venture, individual). The Proposal Pricing Form shall be signed by an individual with the authority to bind the Proposer and shall clearly identify (by typing or printing) the name of the authorized representative of the Proposer.

Proposers must be registered with the Florida Department of State to engage in business in the State of Florida. If the Proposer is a joint-venture, the Authority will treat the entity as a general partnership for all purposes, and the joint-venture must submit, in addition to the other submissions required herein, evidence of the authority of the individual(s) submitting the venture's Proposal that such individual(s) is duly authorized to bind the venture make all of the required statements, assurances and certifications on behalf of the entity.

Each other entity submitting a Proposal shall cause the Forms to be signed by its appropriately authorized senior executive officer, manager, or general partner. Submitting a Proposal is deemed to be a representation and warranty by the entity and individual submitting it that such entity has duly authorized the Proposal, and the individual(s) signing such Proposal has the authority to submit the Proposal and make all of the required statements, assurances and certifications on behalf of the entity.

Required Forms: 1. Acknowledgement of Receipt of Addenda2. Conflict of Interest Certification3. DBE Forms

A. Schedule of Sub-suppliers/Sub-consultants and/or evidence of good faith effortsB. Intent To Contract as a DBE Sub-consultant/Sub-supplier (if any)C. Proposer's List

4. Local Business Verification Form5. Workforce Development Initiative Form6. Litigation Disclosure Form7. Truth in Negotiations Form

PRINT ALL OF SECTION VI, COMPLETE & EXECUTE THE FORMS. SUBMIT UNDER TAB 1 OF YOUR PROPOSAL.


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Acknowledgement of Receipt of Addenda

I hereby certify that I have read and understand and certify the truthfulness of the required statements

of the Solicitation and acknowledge receipt of the following Addenda issued during the

advertisement period for this Solicitation.

Addendum Dated Signature/Title__________

No. _____ ______ _____________________________________

No. _____ ______ _____________________________________

No. _____ ______ _____________________________________

No. _____ ______ _____________________________________

No. _____ ______ _____________________________________

Signature of Bidder's Authorized Representative: _______________________________________

Typed/Printed Name: _____________________________________________________________

Title: ___________________________________ Date: __________________________________


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Conflict of Interest Certification

Bidders must execute either Section 1 or 2 to certify compliance with Florida Statutes §112.313, 49

CFR 18.36(b)(3) and the FTA Master Agreement Section 3 (Ethics) ("Ethics Regulations").

No Authority Board Member, employee, officer, agent or any immediate family member or partner

of any of the above, or an organization which employs or is about to employ any of the above, that

has a financial or other interest in the Bidder may participate in the selection for award or award

funding or administer the Contract involving the Bidder. None of the above has received any gift

from the Bidder. The Contractor shall obtain this certification from all subcontractors and forward it

to the Authority if Section 2 has been completed by the subcontractor.

SECTION 1

The undersigned understands the requirements of the Ethics Regulations and certifies that no real, apparent or potential conflict of interest exists.

Signature of Bidder's/Subcontractor's Authorized Official:_______________________________

Printed Name of Bidder/Subcontractor: ___________________________________

Printed Name: ____________________Title: _______________________

Date: _________ FEI/EIN #: Dun’s #:

SECTION 2

The undersigned understands the requirements of the Ethics Regulations and certifies that the only

real, apparent or potential conflicts of interest are not substantial and are hereby disclosed in full.

Names of individuals and nature of their interest in Bidder/Subcontractor:

__________________________________________________________________________

__________________________________________________________________________

____________________________________________________________________

Signature of Bidder's/Subcontractor's Authorized Official:_______________________________

Printed Name of Bidder/Subcontractor: ______________________________________ Printed Name: ________________________ Title: ______________________

Date: __________ FEI/EIN #: Dun’s #:


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SCH

ED

UL

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F SU

BC

ON

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NT

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ON

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AC

TO

RS

Con

tract

or: _

____

____

____

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____

____

____

____

____

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____

____

____

____

____

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BE

NO

N-D

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Des

crip

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of P

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ct:

____

____

____

____

____

____

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____

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____

____

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____

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As p

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mus

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certi

fied

as su

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A, F

DO

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one

of t

he d

esig

nate

d ce

rtify

ing

mem

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of t

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lorid

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DBE

pro

gram

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is u

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reed

that

, if a

war

ded

a C

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e JT

A, t

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ontra

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will

not

mak

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ditio

ns, d

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, or s

ubsti

tutio

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this

certi

fied

list w

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con

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of t

he JT

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& E

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or d

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thro

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the

subm

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of S

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und

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that

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it an

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d/or

all

reco

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Con

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dor a

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incl

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and

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’S C

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ON

Th

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ove

info

rmat

ion

is tr

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to th

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know

ledg

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d be

lief.

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and

and

agre

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l be

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eto

and

beco

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form

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faith

eff

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(as d

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TA’s

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obj

ectiv

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ay re

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in b

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con

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on-re

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to th

e JT

A’s

requ

irem

ents

. Th

e D

iver

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& E

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gram

Offi

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serv

es th

e rig

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reco

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end

an a

udit

on th

e su

bmitt

ed D

BE in

form

atio

n as

dee

med

nec

essa

ry.

Nam

e an

d Ti

tle:

____

____

____

____

____

____

____

____

____

____

____

____

____

____

____

____

____

____

____

____

____

_ (P

leas

e pr

int o

r typ

e)

Sign

atur

e: _

____

____

____

____

____

____

____

____

____

____

____

____

____

____

____

____

____

____

____

____

____

____

Dat

e: _

____

____

____

____

____

_ A

s def

ined

in 4

9 C

FR P

art-2

6 - R

evis

ed:

Mar

ch 2

4, 2

015

JTA

RFP

No.

P-1

6-03

7

58 o

f 87

JACKSONVILLE TRANSPORTATATION AUTHORITY INTENT TO CONTRACT AS A DBE SUBCONTRACTOR/SUBCONSULTANT

PROPOSAL/SOLICITATION NUMBER:____________________

Pursuant to DBE policy, businesses participating in the JTA’s DBE Program must be certified by the Florida Uniform Certification

Program (UCP) at the time of submittal of bid. The firm must be listed in the Florida UCP/DBE directory as a certified DBE firm.

(http://www3b.dot.state.fl.us/EqualOpportunityOfficeBusinessDirectory/CustomSearch.aspx)

1. Name of Prime Contractor/Consultant

2. Address, City, State and Zip

3. FEIN Number of DBE Firm -

4. The DBE subcontractor/subconsultant listed below is certified by which member agency within the Florida UCP?□ JTA □ FDOT □ GOAA (Orlando Airport) □ Volusia County □ Miami/Dade County □ Broward County□ HCAA (Hillsborough County) □ City of Tallahassee □ Lee County Port □ Key West Airport

5. The undersigned DBE firm is prepared to perform the following described work and/or supply the material listed inconnection with the above project (where applicable specify “supply or “install” or both):

______________________________________________________________________________________________

and at the following price $_______________________. With respect to the proposed subcontract described above,______% of the dollar value of such subcontract will be sublet and/or awarded to the following DBE firm:

_____________________________________ ___________________________________ ________________ Name of DBE Firm Address, City, State and Zip Telephone

________________________________ __________________________________ ____/_____/____ Signature of Owner, President or Printed Name of Signer Date Authorized Agent of DBE Firm

DECLARATION OF PRIME CONTRACTOR/CONSULTANT

I HERBY DECLARE AND AFFIRM that I am the ___________________________________________________________________

(Title Declarant)

and duly authorized representative of ________________________________________________________________________

(Name of Prime Contractor/Consultant)

to make this declaration and that I have personally reviewed the materials and facts set forth in this Intent to Perform form. To

the best of my knowledge, information and belief, the facts and representations contained in this form are true, the owner or

authorized agent of the DBE business signed this form in the place indicated, and no material facts have been omitted.

Except as authorized by the JTA Diversity & Equity Manager or his/her designee, the undersigned will enter into a formal

agreement with the listed DBE business for work indicated by this form prior to the effective start date of the contract. The

undersigned will, if requested, provide the JTA Diversity & Equity Manager or his/her designee a copy of that agreement.

The Prime Contractor/Consultant designated the following person as its DBE Liaison Officer:

____________________________________________________________ ____________________________

Please Print Name Phone

Pursuant to State Law, any person (entity) who makes a false of fraudulent statement in connection with the participation of a

DBE in any locally funded project or otherwise violates applicable program requirements may be referred for prosecution.

________________________________________________________________

Name of Declarant

________________________________________________________________ _________/_________/_________

Signature Date


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http://www3b.dot.state.fl.us/EqualOpportunityOfficeBusinessDirectory/CustomSearch.aspx

PROPOSER’S LIST

FOR NAME OF PRIME CONTRACTR OR/CONTRACTOR: __________________________________

The Contractor shall provide information on ALL prospective subcontractor(s)/supplier(s) who were contacted or submitted bids/quotations in

support of this solicitation. Attach additional copies of the form as necessary.

NAME OF

SUBCONTRACTOR/SUPPLIER(S)

SCOPE OF WORK TO BE

PERFORMED

CERTIFIED DBE

FIRM? (Check all that apply)

PERVIOUS YEAR'S

ANNUAL GROSS

RECEIPTS

UTILIZING ON

THIS CONTRACT?

(Please circle answer)

NAME: ADDRESS: SCOPE OF WORK: YES: Less than $500K

YES or NO

$500K-$2 mil

PHONE: NO: $2 mil - $5 mil

FAX: more than $5 mil.

CONTACT PERSON: AGE OF FIRM:


YES or NO

$500K-$2 mil





YES or NO

$500K-$2 mil





YES or NO

$500K-$2 mil




Name/Title of person completing this form: ______________________________________________

Signature: ______________________________________________ Date: ________________________________


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LOCAL BUSINESS VERIFICATION FORM Local Business Preference Area (LBPA): Baker, Clay, Duval, Nassau, and St. Johns County (Submit this form with your bid/proposal ONLY if you qualify for the Local Business Preference.)

Name of Business: Nature of Business:

Physical Address of Business: (not a PO Box)

City / State / Zip

Local Phone Number: Fax Number:

Date Business was established in LBPA:

Number of employees living in the LBPA:

County Location: Contact Email Address:

Owners Name:

Business License County:

Date License Issued:

You MUST include the following information with the return of the affidavit: Current Business, Occupational, and Professional Licenses.

If a tie occurs between two Local Businesses or Local Bidders, then you will be requested to

submit an Employee Roster to include Name, Date of Hire, City, County and Zip Code for the employees living in the LBPA.

I certify that the above information is correct and I understand that failure to sign this form and any material misrepresentation will constitute a material irregularity and will result in the disqualification of the status “Local Business Preference”.

Authorized Agent’s Signature: Date: Printed Name: Title: Sworn to and subscribed before me this _________day of___________________, 20_______. By:

(Affiant’s Printed Name) He/She is personally known by me or has produced as identification. State of Notary seal (Signed by Notary)

(Notary’s Printed Name) My Commission Expiries:


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WORKFORCE DEVELOPMENT INITIATIVE

JTA has established a program that will match labor needs with training resources for each

contract awarded. The JTA will work with each PRIME CONTRACTOR to identify specific

labor needs for each contract. Those needs will be MATCHED WITH non-profit training

agencies to source the labor. The successful contractor will BE REQUIRED to report labor

utilization statistics. However, forms and assistance will be provided by the JTA to establish and

maintain the reporting data. Each prime contractor must participate and develop a workforce

utilization plan, maintaining labor statistics and reports on a quarterly basis. The failure of the

Proposer to meet THE PROGRAM requirements may result in the Proposal being rejected as

non-responsive. The JTA will render assistance in developing the plan for each contract, once the

successful contractor is selected.

Primes will be able to reach out for assistant from the following: Ken Middleton: Diversity &

Equity Program Manager (904) 598-8728, Diane Hansen: Diversity/DBE Data Compliance

Analyst (904) 632-5221, and Anita McGoogin: Diversity/DBE Specialist (904) 633-8533

Signature of Bidder's/Subcontractor's Authorized Official:

Printed Name of Bidder/Subcontractor:

Printed Name:

Title:

Date:


62 of 87

LIT

IGA

TIO

N D

ISC

LO

SUR

E F

OR

M

Prov

ide

info

rmat

ion,

incl

udin

g ca

se n

ame,

cas

e nu

mbe

r, co

urt i

n w

hich

the

case

was

file

d, a

nd a

shor

t des

crip

tion

of th

e ca

se re

gard

ing

any

litig

atio

n in

w

hich

you

r firm

, com

pany

or a

ny in

divi

dual

who

hol

ds e

quity

or i

s inv

olve

d in

the

proj

ect i

s or h

as b

een

a pa

rty to

and

took

a p

ositi

on a

dver

se to

the

JTA

.

By:

For:

(Com

pany

Nam

e)

Prin

ted

Nam

e &

Titl

e of

Sig

ning

Off

icia

l

CA

SE N

AM

E C

ASE

NU

MB

ER

CO

UR

T D

ESC

RIT

PTIO

N JT

A R

FP N

o. P

-16-

037

63 o

f 87


TRUTH IN NEGOTIATION CERTIFICATE

Pursuant to Section 287.055(5)(a), Florida Statutes, for any lump-sum or cost-plus-a-fixed-fee

Professional Services Contract over the threshold amount provided in Section 287.017, Florida

Statutes for CATEGORY FOUR, the Jacksonville Transportation Authority (“Authority”)

requires the Consultant to execute this Certificate and include it with the submittal of the

Technical Proposal, or as prescribed in the Solicitation.

The Consultant hereby certifies, covenants, and warrants that wage rates and other factual unit

costs supporting the compensation for this project’s Contract are accurate, complete, and current

at the time of contracting.

The Consultant further agrees that the original Contract price and any additions thereto shall be

adjusted to exclude any significant sums by which the Authority determines the Contract price

was increased due to inaccurate, incomplete, or noncurrent wage rates and other factual unit

costs. All such Contract adjustments shall be made within (1) year following the end of the

Contract. For purposes of this Certificate, the end of the Contract shall be deemed to be the date

of final billing or acceptance of the work by the Authority, whichever is later.

Name of Consultant

By:

Date


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Exhibit ‘A’ – Scope of Services (on following pages)


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Exhibit ‘A’ SCOPE OF

SERVICES 1.0 PURPOSE

This scope of services describes and defines the Construction Engineering and Inspection (CEI) services which are required for contract administration, inspection, and materials sampling and testing for the construction of the Jacksonville Transportation Authority (JTA) JTAMobilityWorks Roadway and Transit Improvements Projects located in Jacksonville, Florida.

2.0 SCOPE

Provide Construction Management/Oversight and CEI services for horizontal (e.g., roadways, bridges, parking lots, bus stops and pull-offs, stormwater, utilities, etc.) and vertical projects (e.g., bus shelters, bus mini-hubs, etc.), including new construction, repair and retrofit projects; prepare record drawings, maintenance manuals and related documentation for such facilities. Services will be limited to a series of roadway and mobility corridor improvements included in the JTAMobilityWorks program.

The scope includes the following projects under the program:

1. Alta Drive (I-295 to Burkit Lane)2. Blanding Boulevard Intersection Improvements (Collins Road, 103rd Street and Cedar

Hills Boulevard)3. Collins Road (Blanding to Pine Verde)4. Collins Road (Old Middleburg to Rampart)5. Kernan Boulevard (Atlantic to McCormick)6. McDuff Avenue (Melson to Huron)7. Parramore Road (Youngerman Circle to Parramore)8. San Pablo Road (Beach to Atlantic)9. Mobility Corridors

a. Arlington Expresswayb. Beach Boulevardc. Blanding Boulevardd. Dunn Avenuee. Edgewood Avenuef. Lem Turner Roadg. Main Streeth. Mandarin and Plummer Cover Roadsi. Merrill Roadj. Moncrief Road / Myrtle Avenue / 8th Streetk. New Kings Roadl. Normandy, Cassat and Lenox Roadsm. Philips Highwayn. University Boulevard


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Separate CEI contracts have been awarded for the following project, which are currently under construction. However, the CONSULTANT may be asked to provide additional support for one or some of these projects if project needs arise.

1. Girvin Road (Atlantic to Wonderwood) 2. Soutel Transit Hub 3. Old St. Augustine Road / Greenland Road Intersection Improvements 4. Mobility Corridors – Transit Enhancements

Current expected scopes of work for roadway projects can be found on the JTAMobilityWorks website at www.jtamobilityworks.com. Scopes are subject to change prior to construction. Mobility corridors are being divided into Complete Streets and Transit Enhancements. Final scopes for mobility corridor projects will be determined following completion of corridor planning efforts, which is expected to be completed in Spring 2016. If the list of projects included in this document is completed under budget, additional projects included in the Local Option Gas Tax list adopted by the City Council may be added to the program and the CONSULTANT’s scope of work. JTA reserves the right to remove any project from this contract at any time prior to or during construction of the project. A projected schedule is provided to assist proposers with developing a staffing plan. The schedule is provided for information purposes only, and is subject to change. The CONSULTANT shall use effective control procedures, which will assure that the construction of the projects are performed in reasonable conformity with the plans, specifications and contract provisions. The CONSULTANT shall provide technical and administrative personnel meeting the requirements set forth in appropriate numbers at the proper times to ensure that the responsibilities assigned under this Section of the Scope of Services, and as otherwise assigned by the Authority, are effectively carried out. All services shall be performed in accordance with the established standard procedures and practices of the FDOT and the Authority. Prior to furnishing any services, the CONSULTANT shall be familiar with those standard procedures and practices as set forth in the documents listed in the Scope of Services and with best practices for construction engineering and contract administration for bridge and highway related construction, building construction and miscellaneous construction.

3.0 PROFESSIONAL SERVICES REQUIRED

Exercise independent professional judgment in performing obligations and responsibilities under this Agreement. The CONSULTANT will be responsible for construction management, engineering services relative to review of plans, construction submittals, inspection, testing, budget planning and management, and administrative functions, as defined in this Section of the Scope of Services and referenced manuals and procedures, normally handled by a FDOT Project


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http://www.jtamobilityworks.com/

Engineer, including Quality Assurance (QA). The Construction Contractor will perform Quality Control (QC), independent of the CONSULTANT. The CONSULTANT team shall read the plans, documents, and project requirements to familiarize themselves to be able to respond and act promptly to field issues and address questions and queries on behalf of the AUTHORITY and bring to AUTHORITY attention any issues that require decision due to potential impacts on quality, cost or schedule. The CONSULTANT shall use effective control procedures, which will assure that the construction of the project is performed in reasonable conformity with the plans, specifications and contract provisions. The CONSULTANT shall provide technical and administrative personnel meeting the requirements set forth in appropriate numbers at the proper times to ensure that the responsibilities assigned under this Section of the Scope of Services, and as otherwise assigned by the AUTHORITY, are effectively carried out. All services shall be performed in accordance with the established standard procedures and practices of the FDOT and the AUTHORITY. Prior to furnishing any services, the CONSULTANT shall be familiar with those standard procedures and practices as set forth in the documents listed in this Section of the Scope of Services and with best practices for construction engineering and contract administration for transit facilities and building construction and miscellaneous construction. CEI services provided by the CONSULTANT shall comply with the FDOT manuals, procedures, and memorandums in effect as of the date of execution of the Agreement unless otherwise directed in writing by the AUTHORITY. Such manuals, procedures, and memorandums are found at the FDOT Construction Office’s website. It is anticipated that design will be completed in Summer 2016, the notice-to-proceed (NTP) for the construction contract will be issued in the Fall 2016, and the construction activities will be completed in the Fall of 2018. The CONSULTANT shall have FDOT prequalification prior to the date of the contract award.

3.1 Professional Services Required Coordinate the Construction Contract administration activities of all parties other than the Contractor involved in completing the construction project. Services shall include maintaining the required level of surveillance of Contractor activities, interpreting plans, specifications, and special provisions for the Construction Contract. Maintain complete, accurate records of all activities and events relating to the project and properly document all project changes. CONSULTANT responsibilities will include: recruiting, screening and training of personnel to ensure compliance with the AUTHORITY requirements; providing necessary backup personnel; providing worker's compensation, general liability and professional liability insurance; furnishing payrolls and other administrative services; and furnishing vehicles with auto liability coverage. 3.1.1 Personnel


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Provide qualified personnel necessary to efficiently and effectively carry out its responsibilities under this Agreement. The CONSULTANT will supply the AUTHORITY with qualified contract administration, construction management, construction engineering, inspection and/or support personnel within two (2) weeks of written notice during the term of this Contract. The AUTHORITY may interview all proposed candidates and may elect to reject personnel for any reason based on that interview or during a 90-day probationary period. Thereafter, if a candidate does not perform effectively, the AUTHORITY will inform the CONSULTANT and may require the CONSULTANT to provide a qualified replacement. Qualified replacement personnel shall be provided to the AUTHORITY within one (1) week of written request. All personnel proposed by the CONSULTANT are required to have the basic skills required to work in an engineering/construction environment. Skills such as good written and verbal communications, decision-making, record keeping, fundamental knowledge of engineering and construction practices and problem solving are required of all personnel. All personnel will report indirectly to the appropriate AUTHORITY Project Manager (PM). Examples of classifications and specific qualifications are outlined below; the AUTHORITY may require other classifications, as the need arises.

3.1.1.1 Senior Engineer CONSULTANT must have a Senior Project Engineer. A qualified Senior Project Engineer must have a Civil Engineering degree, or equivalent, be registered in the State of Florida as a Professional Engineer at the time of assignment, and have ten (10) years of engineering experience involved relevant type project construction. The Senior Engineer will serve as the primary Point of Contact (POC) between the CONSULTANT and the PM, and will be responsible for performing individual project and program-wide related duties, including but not limited to the following: review and approve progress and final pay estimates; negotiate and review contractor claims and change orders, and make recommendations to the PM for final approval or rejection; provide value engineering; prepare and submit supplemental agreements; complete plans review, including design and constructability reviews; manage staffing of project activities to maximize efficiencies and cost savings; ensure consistency across all projects; prepare and submit daily, weekly and monthly reports to the PM; attend and lead Contractor and AUTHORITY progress meetings as required; coordinate and track permits and utilities; and complete other duties listed throughout the Scope of Work. The individual shall demonstrate proven experience in successfully managing multiple roadway projects simultaneously. Required qualifications include: • FDOT Advanced MOT Certification • Completion of CTQP Quality Control Manager Course • Safety orientation meeting or minimum OSHA 10-Hour Construction

Certification for construction/contractor utilization


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The Senior Project Engineer shall respond to urgent project issues and requests (calls for responses, travel to project sites and/or JTA offices, etc.) as soon as possible but no later than one (1) hour after the AUTHORITY’s authorized representative initial contact with the vendor requesting expedited action. The CONSULTANT acknowledges that time is of the essence and shall arrive with any additional personnel and/or equipment required to respond to the action. 3.1.1.2 Project Administrator A qualified Project Administrator must have a Civil Engineering degree, or equivalent, and six (6) years of responsible and related engineering experience (2 years of which must have involved construction of similar type project), or, in lieu of a Civil Engineering degree, have ten (10) years of responsible, continuous and related engineering experience (2 years of which must have involved construction of relevant type project). The Project Administrator directs and assigns specific tasks to the construction management staff assigned to the project. The Project Administrator also assists in all phases of the construction project and is responsible for the progress and final pay estimates through the project's duration. Required qualifications include: • FDOT Intermediate MOT Certification • CTQP Final Estimates Level II Course • Completion of CTQP Quality Control Manager Course • Safety orientation meeting or minimum OSHA 10-Hour Construction

Certification for construction/contractor utilization • A Masters Degree in Civil Engineering may be substituted for one (1) year of

engineering experience. 3.1.1.3 Office Administrator A qualified Office Administrator must have a Civil Engineering degree, or equivalent, and four (4) years of road and bridge construction engineering inspection experience in performing/assisting with project related duties (i.e., progress and final pay estimates, contractor claims, value engineering, supplemental agreement processing, etc.), or a Civil Engineering degree, or equivalent, and completion of the FDOT’s Final Estimates Preparation Seminar. 3.1.1.4 CEI Contract Support Specialist A High School diploma or equivalent and four (4) years of road & bridge construction engineering inspection (CEI) experience having performed/assisted in project related duties (i.e., LIMS, progress and final estimates, EEO compliance, processing Construction Contract changes, etc.) or a Civil Engineering Degree. Should exercise independent judgment in planning work details and making technical decisions related to the office aspects of the project. Should be familiar with FDOT’s and the Authority’s Procedures covering the project related duties as


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stated above and be proficient in the computer programs necessary to perform these duties. Shall become proficient in Multi-Line and Engineering Menu. Required qualifications include: • CTQP Final Estimates Level II • Safety orientation meeting or minimum OSHA 10-Hour Construction

Certification for construction/contractor utilization 3.1.1.5 Senior Inspector A qualified Senior Inspector must be a high school graduate, or equivalent, and have four (4) years experience in construction inspection, two (2) years of which must have been in relevant project type construction inspection, or a Civil Engineering degree and one (1) year of road and bridge CEI experience. The Senior Inspector is responsible for performing highly complex technical assignments in field surveying and construction layout, making, and checking engineering computations, inspecting construction work and conducting field tests and is responsible for coordinating and managing the lower level inspectors. Work is performed under the general supervision of the Project Administrator. Required qualifications include: • CTQP Concrete Field Inspector Level I • CTQP Concrete Transportation Construction Inspector (CTCI) Level II (all

bridges) • CTQP Asphalt Roadway Level I (if applicable) • CTQP Asphalt Roadway Level II (if applicable) • CTQP Earthwork Construction Inspection Level I • CTQP Earthwork Construction Inspection Level II • CTQP Pile Driving Inspection (if applicable) • CTQP Drilled Shaft Inspection (if applicable) • FDOT Intermediate MOT Certification • CTQP Final Estimates Level I • Nuclear Radiation Safety Certification • Safety orientation meeting or minimum OSHA 10-Hour Construction

Certification for construction/contractor utilization Responsible for performing highly complex technical assignments in field surveying and construction layout, making, and checking engineering computations, inspecting construction work, and conducting field tests and is responsible for coordinating and managing the lower level inspectors. Work is performed under the general supervision of the Project Administrator.

3.1.1.6 Inspector / Engineer Intern High school graduate or equivalent plus two (2) years experience in construction inspection, one (1) year of which shall have been in bridge and/or roadway construction inspection, or an Engineer Intern with a Civil Engineering degree (requires certificate) having the ability to earn the required qualifications and


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certifications within one year, plus demonstrated knowledge in the areas included in the construction scope of work. Must have the following qualifications as required by the scope of work of the project:

• CTQP Concrete Field Inspector Level I• CTQP Asphalt Roadway Level I• CTQP Earthwork Construction Inspection Level I• CTQP Pile Driving Inspection (if applicable)• CTQP Drilled Shaft Inspection (required for inspection of all drilled shafts

including miscellaneous structures such as sign structures, lighting structures, andtraffic signal structures)

• CTQP Final Estimates Level I• FDOT Intermediate MOT Certification• Nuclear Radiation Safety Certification• IMSA Traffic Signal Inspector Level I (if applicable)• Florida Stormwater, Erosion, and Sedimentation Control Training and

Certification Program for Inspectors and Contractors• Safety orientation meeting or minimum OSHA 10-Hour Construction


Responsible for performing assignments assisting the Senior Inspector in the performance of their duties. Receives general supervision from the Senior Inspector who reviews work while in progress.

3.1.1.7 Inspector Trainee

A qualified inspector trainee candidate shall have a high school diploma or GED and must pass a basic skills exam developed and administered by the CONSULTANT to demonstrate mathematic and written communication skills. The Inspector Trainee’s responsibilities include sampling, testing and inspection of materials and construction activities. Work is performed under the general supervision of the Senior Inspector, who reviews work while in progress.

3.1.1.8 Administrative Assistant

A qualified Administrative Assistant must be a high school graduate, or equivalent, have two (2) years of administrative assitant and/or clerical experience and type at a rate of 35 correct words per minute. Experience in the use of standard word processing software and ability to exercise independent initiative to help relive the supervisor of clerical detail is required. Work is performed under the general supervision of the Senior Project Engineer and Office Administrator.

3.1.1.9 Environmental Specialist

A Bachelor’s Degree in Environmental Science and three (3) years of professional experience and general background and knowledge in wetlands ecology,


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environmental permitting, wildlife surveys, wetland assessment, mitigation and management, management and erosion control practices, and/or hazardous waste and oil spill remediation, site restoration, environmental audits, contamination assessments, soil and groundwater remediation, and underground storage tank services as appropriate for the project. For project work involving management and erosion control practices, the individual shall be a qualified FDEP Stormwater Management Inspection. Required qualifications include: • NPDES FDEP Qualified • Safety orientation meeting or minimum OSHA 10-Hour Construction


Certifications: • FDEP

3.1.1.10 Landscape Inspector High School Graduate or equivalent plus five (5) years of commercial or roadway landscape construction experience or F.C.L.C. (Florida Certified Landscape Contractor) Certification plus two (2) years of commercial or roadway landscape construction experience or a degree in a related field plus three (3) years of commercial or roadway landscape construction experience. The individual must be skilled at plant identification, classification, and grades and standards for nursery plants as established by the manual “Grades and Standards for Nursery Plants” by the Florida Department of Agriculture and Consumer Services. The individual must be knowledgeable of current industry standards for landscape installation, including plans reading and irrigation system construction. The individual must have the ability to read and interpret contract documents. The individual will receive general supervision from the Senior Inspector who reviews work while in progress. 3.1.1.11 Utility Coordinator High School Graduate or equivalent plus four (4) years of experience performing utility coordination in accordance with the AUTHORITY, COJ, FDOT, Federal Highway Administration (FHWA), and American Association of State Highway and Transportation Officials (AASHTO) standards, policies, and procedures. The individual must have a thorough knowledge of permitting requirements across all applicable jurisdictional agencies, as well as experience in coordinating permits on multiple projects simultaneously.

3.1.2 Training The CONSULTANT is responsible for supplying all contract personnel basic training as required for the position. The CONSULTANT shall be responsible for keeping qualified personnel supplied to the AUTHORITY, current with their training requirements,


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specifically safety training certificates, and the CONSULTANT shall supply the AUTHORITY documentation of all training, upon request. 3.1.3 Insurance The CONSULTANT will provide for payment of all salary and benefits. This will include worker's compensation insurance. The CONSULTANT will maintain auto liability, professional liability, public liability and property damage insurance to protect the CONSULTANT and the AUTHORITY, its officers, agents and employees from claims, demands, actions, and suits for loss, damage to property, or for bodily injury, including death, arising from CONSULTANT's work under this contract, including all operations of sub-consultants. Such insurance shall be provided in accordance with the insurance requirements of the Professional Services Agreement. 3.1.4 Vehicles The CONSULTANT shall provide vehicles meeting the actual project needs of field personnel using the vehicle. Utility vehicles shall be in good serviceable condition. Payment for vehicle usage will be made in accordance with AUTHORITY policy. Vehicles shall have the name and phone number of the firm visibly displayed at all times.

3.2 Field Equipment

3.2.1 The CONSULTANT shall provide and maintain all equipment necessary to perform the duties of this scope of services. This may include those non-consumable, non-expendable items which are normally needed for a construction project, including but not limited to the following: cellular phones, facsimile machines, copiers, calculators, tape recorders/transcribers, typewriters, computers, word processors, printers, cameras, camcorders, communication equipment, fire extinguishers, first aid kits, flashers, hard hats, safety vests, life vests (if applicable), PPE, rain gear, portable water coolers, gauges, engineering scales, tape measures, drafting tools, measuring wheels, thermometers, flashlights, speedy moisture kits and turbidity meters, etc. 3.2.2 The CONSULTANT shall be responsible for providing and maintaining the necessary vehicles or transportation for the performance of its duties on the project throughout the duration of the Contract. 3.2.3 In addition, the CONSULTANT shall allow the PM full use of the office equipment and supplies, such as copier, fax and telephones. 3.2.4 Hard hats and safety vests shall have the name of the firm visibly displayed. 3.2.5 The CONSULTANT shall retain responsibility for risk of loss or damage to said equipment during performance of this Contract. Field office equipment shall be maintained and in operational condition at all times.


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3.2.6 The CONSULTANT shall provide software products compatible with the software currently being used on AUTHORITY construction projects. In the event that the use of an existing AUTHORITY proprietary software program is required, the AUTHORITY will provide the software. 3.2.8 Licensing for Equipment Operations Obtain proper licenses for equipment and personnel operating equipment when licenses are required. The license and supporting documents shall be available for verification by the AUTHORITY, upon request. Radioactive Materials License for use of Surface Moisture Density Gauges shall be obtained through the State of Florida Department of Health.

3.3 Field Office

Field office space will be determined on a project-by-project basis in coordination with the PM. It is anticipated that office space for the program will include a combination of contractor-provided field offices for larger projects, CONSULTANT’s primary office space, and CONSULTANT-furnished field office(s) when multiple projects are located in close proximity to one another. The AUTHORITY will provide temporary office space for the Senior Engineer when the duties require the individual to spend extensive periods of time at the AUTHORITY’s office.

3.4 Liaison

3.3.1 The CONSULTANT shall be fully responsible for carrying out all functions assigned to it by this Scope of Services on the construction project. All activities and decisions of the CONSULTANT relating to the project shall be subject to review by the AUTHORITY, specifically, the PM. 3.3.2 The CONSULTANT shall provide coordination of all activities, correspondence, reports and other communications related to its responsibilities under this Scope of Services, necessary for the PM to carry out his responsibilities.

3.5 Cooperation and Performance of the CONSULTANT During the life of this Contract, the AUTHORITY may conduct independent assurance reviews of the various phases of the CONSULTANT construction management operations, such as construction inspection, materials sampling, testing and administrative activities. Reviews will be conducted to determine compliance with this Scope of Services and the sufficiency with which procedures are being effectively applied to assure that the construction work and administrative activities are performed in reasonable conformity with AUTHORITY policies, plans, specifications contract provisions, and industry best practices. The CONSULTANT shall cooperate and assist AUTHORITY representatives in conducting the reviews. When deficiencies are indicated in a review, remedial action shall be


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immediately implemented by the CONSULTANT. The CONSULTANT actions are to be properly documented by the CONSULTANT Senior Project Engineer. In general, remedial action shall be required commensurate with the degree and nature of the deficiencies cited. Additional compensation shall not be allowed for remedial action taken by the CONSULTANT to correct deficiencies. Remedial actions are not necessarily limited to, but may include any or all of the following actions:

3.5.1 Reduction in number of assigned inspection personnel, reassignment of inspection personnel or assignment of additional inspection personnel. The CONSULTANT will comply with this action within one (1) week of notification. 3.5.2 Replacement of personnel whose performance has been determined by the PM to be inadequate. When requested by the PM, any person whose performance has been determined to be inadequate shall be immediately removed. 3.5.3 An increase in the frequency of the job control testing immediately in the appropriate phases of work where such is the responsibility of the CONSULTANT. 3.5.4 An increase in the scope and frequency of all training conducted by the CONSULTANT.

3.6 General Requirements

3.6.1 The CONSULTANT shall provide services as necessary to manage and administer assigned construction contracts in a manner that assures the projects are constructed in reasonable conformity with the plans, specifications and contract provisions. 3.6.2 The CONSULTANT shall be required to observe the Contractor to ensure the materials and methods used by the Contractor conform to the specifications, plans and other construction contract provisions. 3.6.3 No CONSULTANT under contract with the AUTHORITY on a project shall be permitted to subcontract with the Contractor to perform Quality Control or any other services on the same construction project, or any other AUTHORITY project during the duration of the project, without written approval from the AUTHORITY. 3.6.4 It shall be the responsibility of the CONSULTANT to review the construction drawings and specifications for errors and omissions and provide recommendations to the AUTHORITY as to actions to take to avoid claims from the Construction Contractor. This service may, at the sole discretion of the AUTHORITY, occur during the bidding phase, as well as during construction as a normal course of duties. Any errors or omissions of the construction drawings and specifications shall immediately be brought to the attention of the AUTHORITY's PM. If such errors or omissions are discovered after the project is bid, the CONSULTANT shall identify to the PM any additional costs (including "premium" costs" - costs in excess of those that would normally have been


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expected if the work had been included in the project bid) to be borne by the AUTHORITY. 3.6.5 The CONSULTANT shall advise the PM of any omissions, substitutions, defects and deficiencies noted in the work of the Contractor, prior to the corrective action being taken, and of the proposed corrective work. If the corrective action involves a substantive change to the project design, the CONSULTANT shall also advise the AUTHORITY's PM and project Engineer of Record (EOR) and obtain approval of the change prior to implementation, if time and field conditions allow. If time or field conditions do not allow such consultation and approval, the PM and EOR shall be advised of the situation within two (2) hours, in order to ensure integrity of the design is maintained. Whenever possible, the PM and EOR should be notified immediately upon discovery and included in the immediate discussion and decision-making process. Drawings noting such changes shall be signed, sealed and dated by a Florida Professional Engineer. The work provided by the CONSULTANT shall, in no way, relieve the Contractor of responsibility for the satisfactory performance of the construction contracts.

3.7 Quality Control (QC) / Quality Assurance (QA) Inspection Services 3.7.1 General

3.7.1.1 The Contractor is responsible for Quality Control (QC) materials testing and certification of the construction project in accordance with the construction contract documents. The CONSULTANT shall monitor the Contractor's materials testing and certification and perform verification testing to insure the quality of the materials entering into the work. The CONSULTANT shall monitor the Contractor's operations to insure that the project will be completed in reasonable conformity with the plans, specifications and other contract provisions. The CONSULTANT shall keep detailed, accurate records of the Contractor's daily operations and significant events that affect the work. 3.7.1.2 The standard procedures and practices of the FDOT for inspection of construction projects are set out in the Construction Projects Administration Manual (CPAM) and Facilities Design Manual. In general, the CONSULTANT shall perform inspection services in accordance with these standard procedures and practices and other accepted industry practices as may be appropriate; and shall perform incidental engineering surveys as may be necessary to verify and confirm the accuracy of the Contractor's work in substantial conformance with the plans and specifications. 3.7.1.3 The CONSULTANT shall perform Quality Assurance (QA) inspection services in accordance with Sections 5.0 and 5.10 of the CPAM. 3.7.1.4 The inspector shall complete a daily report every day, including each operation and location of construction that has been assigned. It is very important for the daily report to be filled out completely and accurately. In addition to the standard information, the inspector should record any significant lapses of the Contractor's QC.


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The daily report shall be submitted to the PM each day. A report template will be provided by the AUTHORITY. 3.7.1.5 The inspector shall complete a daily Safety checklist every day, separate from the standard daily construction activities report. A report template will be provided by the AUTHORITY.

3.7.2 Verification Testing The Contractor is responsible for performing verification sampling and testing of component materials and completed work items to the extent necessary to assure that the materials and workmanship incorporated in each project are in reasonable conformity with the plans, specifications and contract provisions. The sampling frequencies for Materials Sampling, Testing and Reporting shall be completed in accordance with the FDOT CPAM. Any changes must be approved by the AUTHORITY PM. 3.7.3 General CONSULTANT Quality Assurance Plan The CONSULTANT shall submit a Quality Assurance Plan, prepared in accordance with the requirements of this Section, for approval by the PM. No CONSULTANT work will be authorized prior to the AUTHORITY's approval of the CONSULTANT Quality Assurance Plan. 3.7.4 Personnel Qualifications

3.7.4.1 Provide qualified personnel for sampling, testing and inspection of materials and construction activities. Ensure that qualifications are maintained during the course of sampling, testing and inspection. Continuance of the CONSULTANT qualifications is subject to satisfactory results from periodic Independent Assurance evaluations conducted by the PM or Assistant Vice President, Engineering & Capital Programs (AVP). 3.7.4.2 Construction Training and Qualification Program (CTQP): Refer to the FDOT Construction Training and Qualification manual. 3.7.4.3 Other Qualification Requirements: Refer to related materials specifications for additional personnel qualification requirements.

3.7.5 Contract Administration Services All records and documentation will be in accordance with standard AUTHORITY and FDOT procedures, formats and content. Services include, but are not limited to, the following:

3.7.5.1 Schedule and conduct construction progress meetings, usually every two (2) weeks, with the Contractor, subcontractors, PM, and utility companies to review


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construction progress, schedules, problems or other areas of concern. The PM will determine when the EOR is to be included in the progress meetings. During this meeting, discuss the contractor's request for weather days since the previous meeting and come to an agreement on these days. Determine if there are any DBE or other contractual issues and come to an agreement on how, who and when those issues will be addressed and resolved. Prepare and distribute minutes of these meetings. The CONSULTANT shall provide a call-in number to the PM to allow for offsite participation from the AUTHORITY. Meetings shall be recorded by the CONSULTANT and audio files maintained with the project files. 3.7.5.2 Prepare and submit typed meeting minutes to the PM for all coordination meetings, include the progress meetings, within 24 hours of adjournment of the meeting. 3.7.5.3 Assist PM in scheduling and conducting a pre-construction conference for the project in accordance with standard AUTHORITY practice and the project specifications. Record significant information revealed and decisions made at this conference and distribute copies of these minutes to the appropriate parties. 3.7.5.4 Once each month, prepare a comprehensive tabulation of the quantity of work satisfactorily completed to date. Quantities shall be based on daily records or calculations. Calculations shall be retained. The tabulation will be used for preparation of the Monthly Progress Estimate. Quantities shall be reviewed with the Contractor's representative prior to submission of the pay estimate to the AUTHORITY. 3.7.5.5 Analyze changes to the plans, specifications, contract provisions and extra work, which appear to be necessary to carry out the intent of the contract. When it is determined that a change or extra work is necessary and within the scope of the original contract, recommend such changes to the PM for approval. 3.7.5.6 Monitor the Contractor's schedule in accordance with the requirements in the contract documents. Take appropriate action to ensure that the Contractor achieves his project schedule commitments. 3.7.5.7 In the event that the Contractor gives notice to the CONSULTANT, either written or verbal, that he deems certain work to be performed is beyond the scope of the contract and it intends to claim additional compensation, the CONSULTANT shall immediately notify the PM and maintain accurate cost account records of such work. These records shall include labor (including labor classifications), equipment utilization and materials installed (temporary or permanent) in the portion of the work in dispute. A Potential Change Order (PCO) Log shall be maintained by the CONSULTANT and submitted to the PM each week. The CONSULTANT shall review each issue and provide recommendations to the PM on whether or not the Change Order is warranted, as well as whether or not the issue is related to scope creep, errors and omissions by the Engineer of Record, etc.


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3.7.5.8 During construction, verify critical elevations of roadway, structures, stormwater and other applicable structures, particularly those of stormwater facilities. Certify completion of construction in substantial accordance with the approved construction plans. Certify completion of construction of stormwater facilities in accordance with applicable permits to permitting agencies on appropriate forms. 3.7.5.9 Upon completion of the project, prepare and submit to the PM a Final Estimate, with backup computations. The CONSULTANT shall also check and verify the accuracy of the Record Drawings that are prepared and submitted by the Contractor. In addition, the CONSULTANT will maintain and provide sufficient information to enable preparation of a complete set of final Record Drawings by the EOR. This effort will include the marking of changes (during construction) on a set of construction drawings and providing supplemental information for such items as sign structures, box culverts, retaining walls and other structures for which the necessary pertinent information is supplied by a vendor or subcontractor. This information will be provided to the EOR for the preparation of the set of Record Drawings. 3.7.5.10 Review the Contractor's Certified Payrolls for compliance with contract reporting and certification requirements on Federally-Funded projects, or as otherwise requested by the AUTHORITY; conduct field interviews of contractor and subcontractor employees to verify reported payroll information. 3.7.5.11 Monitor the Contractor's compliance with materials contract requirements, including Buy America Act, if applicable. Maintain documentation of compliance, including shipping tickets, photographs, etc. to support future audits. 3.7.5.12 Monitor the Contractor's compliance with contract requirements regarding DBE utilization. 3.7.5.13 Monitor construction activities to the extent necessary to determine whether construction activities violate the requirements of any permits. If the project requires the use of the NPDES General Permit, supply at least one inspector who has successfully completed the "Florida Stormwater, Erosion, and Sedimentation Control Training and Certification Program for Inspectors and Contractors" to perform the project's erosion control inspections. Notify the Construction Contractor of any violations or potential violations and require his immediate resolution of the problem. Violations must be reported to the PM immediately. 3.7.5.14 Shop drawing/sample submittals and approvals shall be coordinated and shall include monitoring the status of each submittal as it progresses through review and approval. The CONSULTANT shall actively encourage all reviewers to accomplish reviews promptly. 3.7.5.15 Provide coordination between the Contractor and utility companies to assure that conflicting utilities are removed, adjusted or protected in place in a timely


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manner to minimize delays to construction operations. Hold a utility pre-construction meeting at the project site to coordinate scheduled relocations and identify any potential conflicts with the plans within the first 10 days of construction. Complete a report identifying timelines for relocation, conflicts identified in the field, etc. and submit to the PM. Reports shall include a list and status of all utility relocations required for each project within the program. Documentation will be maintained in accordance with AUTHORITY requirements. Develop instruments necessary for AUTHORITY approval of a utility occupying public Rights-of-Way and obtain execution of these instruments for the AUTHORITY in a timely fashion. Assist the Engineers of Record with identifying all existing utilities and coordinating any new installations. Assist the Engineers of Record and PM in resolving utility conflicts. Schedule and perform utility coordination meetings, prepare and distribute minutes/action items of all utility meetings, and ensure expedient follow-up on all unresolved issues. Ensure consistency in all utility coordination efforts across all projects. Review and certify to the PM that all Utility Work Schedules are correct and in accordance with AUTHORITY’s standards, policies, and procedures. 3.7.5.16 Provide assistance as necessary and as requested by the PM and the AUTHORITY's External Affairs Department to coordinate public information to manage inquiries from the public, public officials, and news media. When requested, prepare and deliver newsletters, brochures, door hangers, or public information bulletins to affected property owners and businesses. When requested, develop and maintain internet websites on or develop information in AUTHORITY designated format for posting to the AUTHORITY websites to provide project information to the public and track/respond to citizen comments/inquiries. The AUTHORITY shall approve all brochures, newsletters, bulletins, website information, etc., prior to release. Unless otherwise authorized, The AUTHORITY will be responsible for all responses to the public, elected officials, and media. Track and forward all telephone, letter and e-mail comments/inquiries on assigned projects and provide copies of the inquiry log to the PM and External Affairs Department on a monthly basis. 3.7.5.17 Provide a digital photo, video log and aerial photography of the project prior to, during and after major construction activities, with heavy emphasis on potential claim items/issues. The CONSULTANT shall use a digital photo software system, fully compatible with the AUTHORITY’s External Affairs Department's requirements. Digital photos shall be provided daily along with the inspector’s daily reports. Aerial photography shall be provided monthly, or as approved by the PM. The CONSULTANT will also coordinate with the AUTHORITY’s External Affairs Department to schedule use of the AUTHORITY’s drone for photography that can be completed with a maximum elevation of 400 feet. The CONSULTANT shall provide supplemental aerial photography as required. 3.7.5.18 Create or process Requests for Information (RFIs), which provide interpretations of the plans and specifications, or answers to questions, problems, proposed changes, etc., as necessary to maintain uninterrupted progress on the project. The Project Administrator may request a response from the EOR and will


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consult with the PM when a response involves complex issues or may have an impact on the cost of performing the work. The EOR and the AUTHORITY's PM for the project will be copied on all RFIs. 3.7.5.19 Immediately notify the PM of any potential Errors and Omissions issues during the course of the project. The PM will involve the EOR in resolution of these matters, as needed. All communication between the CONSULTANT and the Engineer of Record shall be approved in advance by the PM. 3.7.5.20 Project Inspection The CONSULTANT team shall monitor the Construction Contractor's on-site construction and off-site fabrication operations. The CONSULTANT team will inspect all materials being incorporated into the work and conduct surveillance of the Contractor's QC materials testing procedures as required to assure that the quality of workmanship and materials is in reasonable conformity with the plans, specifications and other contract provisions. The CONSULTANT team shall keep detailed, accurate records of the Construction Contractor's daily operations and significant events that affect the work. The standard procedures and practices of the FDOT for inspection of construction projects are set out in the Department's Construction Project Administration Manual (CPAM) and Facilities Design Manual. The CONSULTANT team shall, in general, perform inspection services and/or ensure that testing is performed in accordance with these standard procedures and practices and other accepted industry best practices, as may be appropriate. 3.7.5.21 Maintain records of all sampling and testing accomplished and analyze such records required to ascertain acceptability of materials and completed work items. 3.7.5.22 Check or establish the survey control baseline(s) along with sufficient baseline control points and bench marks at appropriate intervals along the project in order to: (1) make and record measurements necessary to calculate and document quantities for pay items, (2) make and record pre-construction and final cross section surveys of the project site in those areas where earthwork (i.e., embankment, excavation, subsoil excavation, etc.) is part of the construction project, and (3) perform incidental engineering surveys. Any questions or request for “Waiver of Survey” shall be directed to the PM. 3.7.5.23 Evaluate Value Engineering Change Proposals in cooperation with the Engineer of Record (EOR), provide input as to whether or not proposed changes are essentially equal to the contract specified work, provide an evaluation of the estimated savings to the AUTHORITY and Contractor, and provide a recommendation to the PM.


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3.7.5.24 When it is determined that a modification to the contract for the project is required due to a necessary change in the character of the work, negotiate or assist the PM in the negotiation of prices with the Contractor and support the preparation of a Supplemental Agreement or Change Order in accordance with applicable AUTHORITY policy; document evaluations of proposed contract changes and submit with the CONSULTANT's recommendation. 3.7.5.25 In the event the Contractor submits a request for an extension of the allowable contract time other than for weather delays, analyze the request and prepare a recommendation, with evaluation documentation, to the PM as to the accuracy of statements and the actual impact on the Contractor's controlling items of work. 3.7.5.26 Maintain a complete log of all required submittals, such as shop drawings, noting the dates of first submission and subsequent reviews and re-submittals, approvals, etc. The CONSULTANT team shall take note of and ensure that any changes are properly carried through to construction and shall further record, report, make recommendations and act on any circumstances, which affect the progress or cost of the work. Shop drawings shall also include any manuals or similar documents outlining proposed construction procedures submitted by the Construction Contractor. 3.7.5.27 Monitor and inspect the Contractor’s Work Zone Traffic Control Plan and review modifications to the Work Zone Traffic Control Plan, including Alternate Work Zone Traffic Control Plans. Conduct and document field reviews of the maintenance of traffic operations. 3.7.5.28 Verify that the Contractor is conducting inspections, preparing reports and monitoring all storm water pollution prevention measures associated with the project. For each project that requires the use of the NPDES General Permit, provide at least one inspector who has successfully completed the “Florida Stormwater, Erosion, and Sedimentation Control Training and Certification Program for Inspectors and Contractors.” The Consultant’s inspector will be familiar with the requirements set forth in the FEDERAL REGISTER, Vol. 57, No. 187, Friday, September 5, 1992, pages 4412 to 4435 “Final NPDES General Permits for Storm Water Discharges from Construction Sites” and the FDOT’s guidelines. 3.7.5.29 Maintain on a daily basis a complete and accurate record of all activities and events relating to the project and a record of all work completed by the Contractor, including quantities of pay items. The CONSULTANT shall report apparent significant changes in quantity, time or cost, as they are noted, to the AUTHORITY's PM. 3.7.5.30 The CONSULTANT shall provide a program progress report each week, including summaries of the work completed during the previous week, the overall project status, issues requiring immediate action, and forecasted work activities for each of the following two (2) weeks on each project. Reported issues shall include options and recommendations to move forward. The weekly report shall be submitted


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to the PM by the close of business each Wednesday. A report template will be provided by the AUTHORITY. 3.7.5.31 Attend and participate in pre-bid, pre-proposal, pre-construction, and public review meetings. 3.7.5.32 Complete constructability reviews of project plans during the design phase(s) to review the construction drawings and specifications for errors and omissions and provide recommendations to the AUTHORITY as to actions to take to avoid claims from the Construction Contractor, as well as offer recommendations for design changes aimed at reducing construction costs. Review and assist in preparation of MOT plans during design and construction phases. 3.7.5.33 Review final bid plans and contract documents for completeness and quantity take-off; report any comments/suggestions for improvements and discrepancies between plans and pay item lists to the PM, before bid documents are released. 3.7.5.34 Throughout the project duration, maintain a log of all construction and design revisions that take place on the project. Submit a final comprehensive report to the AUTHORITY of all of these issues in the form of a "Lessons Learned" Report to improve future contracts. 3.7.5.35 Coordinate and assist in obtaining permits prior to construction. Participation may include attending meetings with regulatory agencies, and coordination with the EOR. Maintain a log of all required permits for each project with the status, dates obtained and records of each. 3.7.5.36 Schedule and conduct ongoing program review meetings with the PM, as required to discuss overall project and program status, key issues, upcoming events, etc. throughout the duration of the program. 3.7.5.37 Review and provide detailed project scopes and associated cost estimates to assist in determining final construction scopes of work to align with budgets. 3.7.5.38 Obtain updated schedules for each project from individual contractors. Compile or prepare updated schedules in Microsoft Project and PDF formats for the PM for each project and an overall program schedule. Submit updated schedules to the PM monthly or as key changes occur. 3.7.5.39 Assist the AUTHORITY with scheduling projects based on timing of construction projects by other agencies, providing industry awareness of upcoming RFB and RFP timeframes, etc. to maximize competition of cost efficiencies across the multiple projects.

3.8 Other Services


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Upon written authorization by the PM or AVP, the CONSULTANT will perform additional services in connection with the project not otherwise identified in this Agreement. The following items are not included as part of this Agreement, but may be required by the AUTHORITY to supplement the CONSULTANT services under this Agreement.

3.8.1 Assist in preparing for arbitration hearings or litigation that occurs during the Agreement time in connection with the construction project covered by this Agreement. 3.8.2 Provide qualified engineering witnesses and exhibits for arbitration hearings or litigation in connection with the Agreement. 3.8.3 Provide inspection services in addition to those provided for in this Agreement. 3.8.4 Provide services determined necessary for the successful completion and closure of the Construction Contract.

3.9 Contractor's Schedule The CONSULTANT shall analyze the Contractor's Schedule for feasibility, completeness and flow of activities, assuring that this schedule meets the requirements of the contract documents. The purpose of this review is to validate that the schedule is functional, that the information provided is reasonable, that the schedule can be tracked by the CONSULTANT and that the Contractor's plan for completing the project within the allowed contract time, or earlier, is reasonable. The Contractor's schedule will be updated to include the actual start dates and durations of activities. The CONSULTANT shall provide the Contractor with a written review that identifies any significant omissions, improbable durations, or errors in logic. The review will include recommendations to the Contractor that are pertinent to the planning and scheduling of the project work and completion of the project within the allowed contract time. The Contractor is required to provide a two-week look-ahead schedule, indicating planned work for discussion at the bi-weekly progress meetings. The planned work activities are to be reviewed with all affected utility companies and other parties. 3.10 Personnel

3.10.1 General Requirements The CONSULTANT shall provide a sufficient number of qualified personnel to effectively perform its responsibilities under this Section of the Scope of Services. 3.10.2 Personnel Qualifications The CONSULTANT shall utilize only competent personnel who are qualified by experience and education. The CONSULTANT shall submit in writing to the PM the names of all personnel to be considered for assignment to the construction projects,


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together with a detailed resume with respect to education and experience qualification for each individual. Minimum qualifications for the CONSULTANT personnel are set forth in Section 3.1.1 above. The CONSULTANT Action Request form for personnel approval shall be submitted to the PM at least two (2) weeks prior to the date an individual is to report to work.

3.10.3 Staffing The CONSULTANT shall determine the number and type of personnel needed to adequately staff and carry out the responsibilities of this Scope of Services. The CONSULTANT shall submit a chart detailing the proposed staffing and the duration of each position.

The chart will be submitted to the PM with the proposal for each project assignment. Prior to contract execution, the CONSULTANT and PM will agree on the final allocation of staff to fit the project’s scope and budget. The CONSULTANT shall maintain an appropriate staff after completion of construction to complete the final estimate and close out of the project. Responsible personnel, thoroughly familiar with all aspects of construction and final measurements, shall be available to resolve disputes. Whenever possible, personnel should be used on multiple projects to ensure consistency across projects and a cost-effective program management plan.

3.11 Sub-consultant Services

The CONSULTANT may subcontract for engineering inspection, materials testing, aerial photography or specialized professional services. Subcontracts must be approved by the AUTHORITY. The costs of negotiating, administering, managing, coordinating, supervising, processing and quality control of all subcontract services shall be covered by the CONSULTANT's overhead rate.

4.0 ITEMS TO BE FURNISHED BY THE AUTHORITY TO THE CONSULTANT

The AUTHORITY, on an as needed basis, will furnish the following Construction Contract documents. These documents may be provided in either paper or electronic format.

A. Design submittals (plans, reports, CAD files, etc.),B. Bid Documents including Addendums,C. Contractor Bids/Proposals,D. Bid Tabulations,E. Copy of the Executed Construction ContractF. Proprietary Software Required by the Authority

5.0 COMPENSATION

5.1 Work Orders

All work performed must be at the direction of a fully executed Contract and Work Order and accompanied by an Authority issued Purchase Order (PO). To be deemed fully


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executed and payable, all Work Orders must bear the Signatures of all Parties listed on the Work Order Form as set forth in Attachment E.

5.2 Invoices

The CONSULTANT shall deliver to the AUTHORITY invoices on a monthly basis for services performed hereunder in detail sufficient for a proper pre-audit and post-audit thereof. A written progress report, in format and detail approved by the PM, and output from PlanTrax software shall accompany each invoice. The PM will provide a template for the progress report. The AUTHORITY will provide the CONSULTANT with PlanTrax software. The software shall be used by the CONSULTANT solely for business with the AUTHORITY.

All invoices shall reflect the hourly rates and reimbursable expenses as set forth in the contract and shall show details of the computation of the amount requested in a form satisfactory to the PM. Invoices shall be monthly from the first day of the month to the last day of the month and submitted not later than the 10th day of the following month. Billings of less than $1,000.00 shall not be submitted and shall be accumulated to following month’s invoices(s), unless the invoice is for the final payment of a work order or the fiscal year-end invoice. To assist the Authority with annual financial close-out, the CONSULTANT shall also submit an end of the fiscal year invoice not later than October 10th of each year for all unbilled services, fees and costs performed through September 30th of that calendar year.

Invoicing for any travel expenses, when authorized by terms of the contract and by the Authority’s PM, will be in accordance with Section 122.061, Florida Statutes.


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