REQUEST FOR PROPOSAL (RFP) P 16 02 Proposal Number: RFP · factors considered, the selected...

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Space Coast Transportation Planning Organization 2725 Judge Fran Jamieson Way

Bldg. B, Room 105 Melbourne, FL 32940 PHONE: (321) 690‐6890 FAX: (321) 690‐6827

REQUEST FOR PROPOSAL (RFP)

# P‐16‐02 Proposal Number: P‐16‐02 Description: Traffic Data Collection RFP Posting Date: September 1, 2015 Proposal Due Date: 2:00 p.m., Thursday, September 10, 2015 _________________________________________________________________________________________ Sealed Proposals subject to the conditions included within this RFP will be received by the Space Coast Transportation Planning Organization (TPO) at the below location until the time and date cited for furnishing services described herein. Deliver Proposals to: RFP #P‐16‐02, Traffic Data Collection Laura Carter, Operations Manager Space Coast Transportation Planning Organization 2725 Judge Fran Jamieson Way, Bldg. B, Rm 105 Melbourne, FL 32940 Offers must be in the actual possession of the Space Coast TPO on or prior to the time and date, and at the location indicated above. Late offers will not be considered. Offers must be submitted in a sealed envelope with the RFP Number and the bidder’s name and address clearly indicated on the envelope. Proposals submitted via telegraph, facsimile (FAX) machine, telephone, and electronic means, including but not limited to e‐mail, in response to the Request for Proposals will not be acceptable. Additional instructions for preparing and submitting a proposal are provided within this package. BIDDERS ARE STRONGLY ENCOURAGED TO CAREFULLY READ THE ENTIRE PROPOSAL PACKAGE. The Space Coast TPO, in accordance with Title VI of the Civil Rights Act of 1964, 42 USC 2000d et. Seq., and 49 CFR Part 21, Nondiscrimination in Federally‐Assisted Programs of the Department of Transportation issued pursuant to such Act, hereby notices all bidders that it will affirmatively insure that in any contract entered into pursuant to this advertisement, minority business enterprises will be afforded full opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. As used in this Request for Proposal, the term “bid” shall mean the proposal/offer submitted. The term “bidder” shall mean the person or legal entity making the proposal/offer. For questions regarding this proposal package please contact the following: Laura Carter, Operations Manager Space Coast TPO (321) 690‐6890 or via e‐mail: [email protected]

Space Coast Transportation Planning Organization RFP #P‐16‐02, Traffic Data Collection

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TABLE OF CONTENTS Space Coast Transportation Planning Organization

RFP Number: P‐16‐02 Proposal Notice .................................................................................................................................. i Table of Contents ............................................................................................................................... ii Procurement Process ......................................................................................................................... 1 TPO Counts Historical Reference Information ................................................................................... 2 General Terms .................................................................................................................................... 3 Term of Agreement ............................................................................................................................ 3 Scope of Work .................................................................................................................................... 4

I. SERVICES A. Routine Traffic Volume Counts ......................................................................................... 4 B. Turning Movement and Pedestrian Counts ...................................................................... 6 C. Traffic Signal Timing Characteristics ................................................................................. 8 D. Vehicle Classification Counts ............................................................................................ 8 E. Special Traffic Counts ........................................................................................................ 10 F. Traffic Counts for Other Brevard County Jurisdictions ..................................................... 10 II. TPO RESPONSIBILITIES A. Data and Services .............................................................................................................. 10 B. Notice to Proceed ............................................................................................................. 10 III. CONSULTANT RESPONSIBILITIES ............................................................................................ 11 IV. SPECIFICATIONS FOR WORK A. Contractual Services Document ....................................................................................... 11 B. Completed Work Products ................................................................................................ 11 V. GENERAL A. Professional Endorsement ................................................................................................ 11 B. Final Submittals ................................................................................................................. 11 C. Consultant Personnel ........................................................................................................ 12 D. Safety ................................................................................................................................ 12 E. Project Related Correspondence ...................................................................................... 12 F. Legal Proceedings .............................................................................................................. 12 G. Errors and/or Omissions ................................................................................................... 12 H. Professional Liability ......................................................................................................... 12 VI. SUBCONTRACTING SERVICES ................................................................................................. 13 VII. LENGTH OF SERVICE .............................................................................................................. 13 VIII. WORK ORDERS AND METHOD OF COMPENSATION ............................................................ 13

Proposal Format ................................................................................................................................. 15 Evaluation Criteria and Award ........................................................................................................... 17 APPENDIX A – PROPOSAL COVER SHEET ............................................................................................ 19 APPENDIX B – EXECUTION OF PROPOSAL .......................................................................................... 20 APPENDIX C – REFERENCES ................................................................................................................ 21 APPENDIX D – PUBLIC ENTITY CRIME INFORMATION ....................................................................... 22 APPENDIX E– DISADVANTAGE BUSINESS ENTERPRISE STATEMENT ................................................. 23 APPENDIX F – DEBARMENT AND SUSPENSION CERTIFICATION ........................................................ 24 APPENDIX G – CERTIFICATION REGARDING LOBBYING ..................................................................... 25 APPENDIX H – NON‐COLLUSION PROPOSAL CERTIFICATION ............................................................ 26 APPENDIX I – PRICE SHEET ................................................................................................................. 27 APPENDIX J – DRAFT PROFESSIONAL SERVICES AGREEMENT ........................................................... 28


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PROCUREMENT PROCESS

The following is a general description of the process by which a Bidder will be selected to provide traffic data collection services. 1. Request for Proposal (RFP) is posted on the Space Coast Transportation Planning Organization’s website, www.spacecoasttpo.com. 2. The RFP Number that appears on Page i has been assigned to specifically identify this RFP. This number shall be referenced in all communications regarding the RFP. 3. There is no mandatory or non‐mandatory pre‐proposal meeting set for this RFP. 4. One (1) original proposal and two (2) copies shall be submitted by each Bidder in a sealed envelope or package. The Price Sheet Appendix I, must be submitted along with the proposal, however, in a separate sealed envelope. Only one original copy of the Price Sheet is required. The originals shall be signed and dated by an official authorized to bind the bidding company. Unsigned proposals will not be considered. 5. All proposals must be received by the Space Coast TPO no later than the date and time specified on the cover sheet of this RFP. (Note: Please ensure that if you use a third party carrier (Federal Express, Airborne, UPS, USPS, etc.) that they are properly instructed to deliver your bid only to the Space Coast TPO on the 1st floor of Building B at the Brevard County Government Center at the address referenced on Page i of this RFP. If the bid is delivered anywhere else, it may or may not reach the TPO in time. The TPO will NOT pay for any shipping costs associated with Bidder’s delivery against this proposal. All prices shall include applicable charges for delivery. 6. At the location, due date and time for all RFP’s, the proposal packages from each responding Bidder will be opened publicly and the name of each Bidder announced publicly. The Price Sheet will not be opened until all proposals are scored by the evaluators. Interested parties are cautioned that the costs submitted and their components are subject to further evaluation for completeness and correctness and therefore may not be an exact indicator of a Bidder’s pricing position. 7. At their option, the evaluators may request oral presentations or discussion with any or all Bidders’ for the purpose of clarification or to review the materials presented in any part of the proposal. Bidders are cautioned that the evaluators are not required to request clarification; therefore, all proposals should be complete and reflect the most favorable terms available from the Bidder. 8. Proposals will be evaluated according to completeness, content, experience with similar projects, ability of the Bidder and its staff, the Bidder’s proposal for completing the work, past performance, and cost. Award of a contact to one Bidder does not mean that the other proposals lacked merit, but that, all factors considered, the selected proposal was deemed most advantageous to the Space Coast TPO. Evaluation Criteria, scoring and awarding of contract information can be found on Page 16 of this RFP. 9. Bidders are cautioned that this is a request for offers, not a guarantee of work, and the Space Coast TPO reserves the unqualified right to reject any and all offers when such rejection is deemed to be in the best interest of the Space Coast TPO.


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10. All single unit prices submitted on price sheet shall be firm and fixed until September 1, 2016. Revised unit costs may be submitted as outlined in Appendix J, SECTION V – COMPENSATION of the Professional Services Agreement. In the event of a price disparity between the unit and extended price, the unit price shall prevail unless judged to be obviously in error by the TPO. 11. The TPO will not be responsible for any Bidder errors or omissions. All prices and notations shall be written in black or blue ink or typed. Changes or corrections made on the bid form must be initialed in ink by the individual signing the bid. No corrections will be permitted after the offers have been opened. 12. Requests for information concerning procedures for responding to the bid, must be made in writing to Laura Carter, Operations Manager, Space Coast TPO, 2725 Judge Fran Jamieson Way, Melbourne, FL 32940. Such contact shall be for clarification purposes only. Material changes, if any, to the specifications will be posted on the TPO website as addendums. It is up to the bidders to regularly check the TPO website for any addendums or clarifications that may be posted. 13. Bidders shall promptly notify the TPO staff, prior to submission of their proposal, of any ambiguity inconsistency, or errors, which they discover upon examination of the proposal documents. No interpretation of the meaning of the specifications or other documents will be made to any Bidder orally, nor may Bidder rely on any such pre‐proposal statements in completing the proposal. Every request for interpretation or clarifications must be in writing addressed to Laura Carter, Operations Manager, Space Coast TPO, 2725 Judge Fran Jamieson Way, Melbourne, FL 32940. Electronic written request may also be submitted via e‐mail to [email protected]. To be given consideration, such requests must be received no later than September 7, 2015, at 10:00 a.m. 14. The successful Bidder will be notified by phone and/or mail that their proposal has been recommended for award. Upon acceptance of offer by the vendor, the Traffic Data Collection Service Agreement will be executed and approved by the TPO Executive Director. Although the Executive Director has the authority to approve such a contract when situations such as a timing deadline arise, (the collection of traffic counts needs to begin around October 1st) the contract will be placed on the Space Coast TPO’s board agenda for ratification at their October 8, 2015 meeting. In the event any clarifications or changes in the contract are requested by the Board, the TPO staff will coordinate any necessary contract amendment with consent from the successful Bidder. 15. A printed copy of the proposals scoring tabulation will be available upon written request to the TPO Office. Oral requests will not be accepted. Each request must reference the Proposal number and description.

TPO COUNTS HISTORICAL REFERENCE INFORMATION The Space Coast TPO uploads its traffic volume counts in .prn format to an on‐line web based application. The TPO’s historical traffic data and count location information may be viewed at the following URL: http://brevard.ms2soft.com/tcds/tsearch.asp?loc=Brevard&mod=


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GENERAL TERMS 1. All bidders are hereby placed on notice that the TPO members and its staff shall not be contacted about this RFP. Bidders and their agents are hereby placed on notice that they are not to contact members of the TPO or staff (with the exception of the contact person). Public meetings and public deliberations of the proposals (if applicable) are the only acceptable forum for the discussion of merits or products/services requested by the RFP; and written correspondence in regard to bids may be submitted to the TPO Executive Director and/or contact person. Failure to adhere to these requirements could results in TPO action to disqualify your firm from consideration of award. 2. Drug Free Workplace: Whenever two (2) or more bids, which are equal with respect to price, quality, and service, are received by the TPO for the procurement of commodities or contractual services, a bid received from a business that has implemented a drug free workplace program (per Florida statutes Section 287.087) shall be given preference in the award process. 3. The TPO will not accept a bid from vendors who knowingly employ unauthorized alien workers, constituting a violation of the employment provisions contained in 8 U.S.C. Section 1324a(e) (Section 274A (e) of the Immigration and Nationality Act “INA”). The TPO shall consider a vendor’s intentional employment of unauthorized aliens as grounds for immediate termination of any awarded bid. 4. The TPO is not liable for any cost incurred by any bidder prior to any award. Costs for developing a response to this request for proposals are entirely the obligation of the bidder and shall not be chargeable in any manner to the TPO. 5. In accordance with Americans with Disabilities Act and Section 286.26 F.S., persons with disabilities needing special accommodations to participate should contact the TPO office at 321‐690‐6890 for assistance. TERM OF AGREEMENT The TPO will enter into a professional services agreement for traffic data collection for a period of five (5) years. The TPO shall have the option to renew the agreement for one (1) additional year beyond the initial five (5) year agreement. The contract could potentially total six (6) years.


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SCOPE OF SERVICES

Purpose The data collection function will involve performing special and routine traffic volume, turning movement and pedestrian counts and collecting other related traffic data at specified locations throughout Brevard County, Florida, as determined by the Space Coast Transportation Planning Organization’s (TPO) Project Manager. Such data will be used by the TPO for a variety of transportation monitoring programs, Brevard County, local governments for their concurrency management systems, the Florida Department of Transportation, private citizens and local businesses. This scope of services section will become an exhibit to the final Professional Services Agreement upon award and approval of contract to the successful bidder. For this section, the bidder shall be referred to as the CONSULTANT. Estimated annual quantities of the below types of data collection services are included as part of the Price Sheet in Appendix I that must be submitted with each proposal. The quantities listed are for awarding of bid only and do not represent a guaranteed amount.

I. SERVICES SECTION A. Routine Traffic Volume Counts The CONSULTANT shall collect forty‐eight (48) hour directional traffic counts by fifteen (15) minute intervals at specified locations. Locations will be determined by the TPO’s Project Manager. The CONSULTANT will be notified of the locations through an annual Notice to Proceed or work order. Portable automatic traffic counters using pneumatic tubes will be utilized or other type of technology as approved by the TPO Project Manager. They will provide a record of traffic volumes and time of day for each location. The CONSULTANT may be required to verify their accuracy by conducting a manual traffic count for a minimum period to be determined by the TPO’s Project Manager. Such verification will be at the CONSULTANT’s expense. Each location will be counted one time. The CONSULTANT will be required to count the directional volume at each location. All directional counts must be counted on the same days with forty‐eight (48) hours in common. All counts must be taken during the weekday period from 12:01 AM, Monday through 12:00 Noon Friday. Traffic volume counts shall be reported on a midnight‐to‐midnight basis. Counts will be conducted at the same location in subsequent years to the maximum extent possible. The CONSULTANT shall report the following information for each count location.

1. General a) Data file name (for traffic volumes must use TPO assigned ID number and file naming format) b) Station identification code c) Start and stop dates d) Start and stop times e) Count Interval f) Location/Segment g) Latitude and Longitude for GIS


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2. For each direction for each 24 hour period: a) Fifteen minute volume b) AM peak hour volume c) PM peak hour volume d) Total volume e) The beginning time of the AM and PM peak hours f) The AM and PM peak hour factors (PHF)

3. For both directions for each 24 hour period: a) Fifteen minute volume b) AM peak hour volume c) PM peak hour volume d) Total volume e) The beginning time of the AM and PM peak hours f) The AM and PM peak hour factors (PHF)

4. For both directions for the entire 48 hour period: a) AM peak hour average volume b) PM peak hour average volume c) Total average volume d) The average beginning time of the AM and PM peak hours e) The average AM and PM peak hour factors (PHF)

Section A Deliverables:

1. One hard copy printout of collected data in spreadsheet format. Hard copy printouts should be on 8.5 x 11 inch paper. The printout format should efficiently and effectively transmit and summarize all of the required data items. The format must be approved by the TPO’s Project Manager. All of the traffic volume printouts for an entire roadway within a geographic area (such as all of US 1 in the south county mainland area) should be grouped together for submission. Printouts should be submitted in a three ring binder of appropriate size. The year, geographic area and type of count should be labeled on the cover.

2. Electronic file(s) containing all the required data items shall be provided. The file format must be

approved by the TPO’s Project Manager and will include .prn files for each location. The .prn files are uploaded to the TPO’s on‐line traffic count site hosted by Midwestern Solutions, Inc. The consultant may be asked to upload the files directly after approval and acceptance of the count volume by the TPO Project Manager. For reference please visit the following website: http://brevard.ms2soft.com/tcds/tsearch.asp?loc=Brevard&mod=

Data collected and processed by the CONSULTANT must be verified by the CONSULTANT prior to submission to the TPO. Locations that exhibit more than ten percent (10%) deviation from the previous year’s count on a daily basis must be recounted unless otherwise exempted by the Project Manager. Such recounts will be at the CONSULTANT’s expense. It should be recognized by the CONSULTANT that some aspects of the data reporting format may change over time. The TPO’s Project Manager will discuss any potential changes with the CONSULTANT prior to the issuance of the first work order each year. The feasibility of implementing any proposed changes and the impact such changes may have on the CONSULTANT’s work effort will be assessed.


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Period of Performance The period of time for the CONSULTANT to submit the results of the forty‐eight (48) hour traffic counts to the TPO’s Project Manager will be determined prior to the issuance of any authorizing work order, and will consider the nature and number of the counts, local needs and the CONSULTANT’s work load. Typically, counts will be taken in the North, South and Beaches planning areas between October 1 and December 15 each year and Merritt Island and Central planning areas will be taken between January 10 – February 28 each year. See Figure 1 below.

Figure 1 – Planning Areas

SECTION B. Turning Movement and Pedestrian Counts The CONSULTANT shall record and summarize turning movements and pedestrian counts in fifteen (15) minute intervals at intersections specified by the TPO. Turning movement and pedestrian counts should occur as close to possible to the date of the traffic counts on the intersecting streets.

NORTH

CENTRAL

SOUTH

BEACHES

MERRITT ISLAND


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For each specified intersection, turning movement and pedestrian counts will be conducted for the following periods unless otherwise directed by the Project Manager.

a. AM peak period 6:00 AM to 9:00 AM b. PM peak period 3:00 PM to 6:00 PM

For each of the above periods, the following items will be provided for each intersection:

1. General a) File Name b) Node Number if assigned by the TPO c) Date d) Intersecting streets

2. Turning Movement and Pedestrian Counts a) Vehicular and pedestrian volume for each movement by direction for each 15 minute period, for each hour and for each three hour period b) Right turn on red (RTOR) volume by direction for each 15 minute period, for each hour and for each three hour period c) Total vehicular plus right turn on red volume for each movement by direction for each 15 minute period, for each hour and for each three hour period d) A peak period analysis of the “vehicular plus RTOR” data for each direction and for the entire intersection that includes:

i. Start time of the peak hour ii. The peak hour factor iii. Peak hour directional volumes and percentages

Section B Deliverables:

1. Electronic file(s) of collected data in the manner described in Section A, Traffic Volume Counts. The electronic file format should contain all required data items and must be approved by the TPO’s Project Manager.

Data collected and processed by the CONSULTANT must be verified by the CONSULTANT prior to submission to the TPO. Locations where the total approach volume on any intersection leg deviates more than ten percent (10%) from the previous year’s count on a daily basis will be recounted unless otherwise exempted by the Project Manager. Such recounts will be at the CONSULTANT’s expense. It should be recognized by the CONSULTANT that some aspects of the data reporting format may change over time. The TPO’s Project Manager will discuss any potential changes with the CONSULTANT prior to the issuance of the first work order each year. The feasibility of implementing any proposed changes and the impact such changes may have on the CONSULTANT’s work effort will be assessed.


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Period of Performance The period of time for the CONSULTANT to submit the results of turning movement counts will be determined by the TPO Project Manager prior to the submission of any authorizing work order, and will consider the nature of the count(s), local needs and the CONSULTANT’s work load. C. Traffic Signal Timing Characteristics This data collection function involves the measurement and analysis of traffic signal cycle length and phase timings at all locations where turning movement counts are conducted. The CONSULTANT shall measure, record and summarize the duration in seconds of the total traffic signal cycle length and of each signal phase at each signalized location where turning movement counts are taken. The CONSULTANT shall record signal cycle timings during the AM and PM peak periods. The cycle lengths and phase lengths from a minimum of eight (8) cycles shall be measured. The cycle length and phase length for each measured cycle shall be reported to the nearest whole second. The CONSULTANT shall also calculate and report the average length of the traffic signal cycle and of each phase to the nearest tenth of a second. The signal timing shall occur as near as possible to the date of the turning movement counts. Section C Deliverables: The CONSULTANT shall submit hard copies (8 ½ x 11 inch paper) and electronic file(s) of the timing data for each intersection and the data collected. The signal timing data should indicate the intersection location, node number if assigned by the TPO, period measured (AM or PM), the date of timing and the FDOT Signal Operating Pattern (S.O.P.) number that corresponds to the phasing pattern of each intersection measured. The traffic signal summary report should clearly indicate the travel direction served by each phase and the timings of protected left turn phases. At the request of the TPO Project Manager, the CONSULTANT may be asked to submit the data collection field sheets. Prior to undertaking this task for the first time, the TPO Project Manager must approve the data collection and processing procedure and the reporting format to be used by the CONSULTANT. Period of Performance The period of time for the CONSULTANT to submit the results of traffic signal timings will be determined prior to the submission of any authorizing work order, and will consider the nature of the timings, local needs and the CONSULTANT’s work load. D. Vehicle Classification Counts This data collection function will involve performing vehicle classification counts at specified locations as determined by the TPO’s Project Manager. Vehicle classification involves the observation of highway vehicles and the subsequent sorting of resulting data into a fixed set of categories based on the type of vehicle. Vehicles will be classified into thirteen groupings according to FHWA Classification Scheme commonly used by the Florida Department of Transportation (See Figure 2).


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Figure 2. FHWA Vehicle Classifications

The CONSULTANT will be responsible for the collection of forty‐eight (48) hours of vehicle classification at fifteen (15) minute intervals at each location predetermined by the TPO’s Project Manager. Portable automatic traffic counts will be utilized. They will provide a record of vehicle classification and time of day for each location. The CONSULTANT will be required to count locations according to their directional characteristics. All directional locations must be classified on the same day (s) with forty‐eight (48) hours in common to be useable. All classification must be taken during the weekday period Monday through Friday. The number and location of classification counts will be determined at the beginning of each annual count cycle. In general, up to approximately ten (10) vehicle classification counts may be required each count cycle. The exact number may vary depending upon the TPO's data needs. The CONSULTANT may be required to verify their accuracy by conducting a manual count for a minimum period to be determined by the TPO’s Project Manager. Section D Deliverables: The CONSULTANT shall provide collected data in the manner described in Section A, Traffic Volume Counts. Data collected and processed by the CONSULTANT must be verified by the CONSULTANT prior to submission to the TPO. Locations that exhibit more than ten percent (10%) deviation from the previous year’s count on a daily basis will be recounted unless otherwise exempted by the Project Manager. Such recounts will be at the CONSULTANT’s expense. Period of Performance The period of time for the CONSULTANT to submit the results of vehicle classification counts will be determined prior to the submission of any authorizing work order, and will consider the nature of the count(s), local needs and the CONSULTANT’s work load.


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E. Special Traffic Counts The CONSULTANT may be required to collect the following types of traffic data: Twenty‐four (24) hours up to seven (7) day traffic counts at fifteen (15) minute or one (1) hour intervals, Friday through Monday counts at fifteen (15) minute or one (1) hour intervals, twenty‐four (24) hours of vehicle classification at fifteen (15) minute intervals, and/or turning movement counts at supplemental locations. Duration, interval, location and type of study will be determined by the TPO’s Project Manager. Data collection and reporting methodology will be identical to the appropriate section above or as determined by the TPO’s Project Manager. Any special traffic data collection activity will be discussed and scheduled with the CONSULTANT prior to the submission of a work order. Period of Performance The period for the CONSULTANT to submit the results of vehicle classification counts will be determined prior to the submission of any authorizing work order, and will consider the nature of the count(s), local needs and the CONSULTANT’s work load. F. Traffic Counts for Other Brevard County Jurisdictions The TPO offers the services of the CONSULTANT to other municipalities within Brevard County. Cities desiring to collect traffic data must notify the TPO of the location and type of data to be collected by September 15 each year. The requests, if any, are reviewed with the CONSULTANT for feasibility and scheduling. If it is determined the city request(s) can be reasonably accommodated within the TPO's annual count program, the city request will be added to the TPO's data collection program for that cycle. The city will be billed at the same rate the TPO is billed for a comparable count. The CONSULTANT will invoice the city directly and not rely upon the TPO to pay for the supplemental counts. The data collection procedure and reporting format will be identical to that required by the TPO. The summarized data will be provided to both the requesting city and to the TPO. II. TPO REPONSIBILITIES A. Data and Services

1. The TPO shall provide the following: a. All available procedures, standards, and policies applicable to the services. b. Drawings, reports, schedules, and specifications pertinent to the CONSULTANT’s responsibilities. c. The TPO Project Manager shall be the technical representative of the TPO for the project. While it is expected that the CONSULTANT shall seek and receive advice from various state, regional and local agencies, the final direction on all matters of a technical nature will remain with the Project Manager.

B. Notice to Proceed

The Project Manager shall furnish the CONSULTANT with a Notice to Proceed letter on an annual basis. No work shall be commenced by the CONSULTANT until receipt of a Notice to Proceed letter. If requested by the CONSULTANT or the TPO, the TPO will conduct a Notice to Proceed meeting with the CONSULTANT immediately following receipt of the Notice to Proceed letter. This meeting may include the CONSULTANT’s representatives and other relevant TPO staff. The purpose of this introductory meeting will be for the TPO to render all relevant information in its possession, to establish any parameters for the work conducted and to explain the financial and legal administration of the contract.


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III. CONSULTANT RESPONSIBILITIES 1. The consultant shall be responsible for obtaining any and all permits required and for all costs related to

the same. 2. The consultant shall be responsible for obtaining and securing all necessary permissions for the use of

utility poles, right‐of‐way, etc., prior to collecting data. The consultant shall make this information available when requested.

3. The consultant personnel shall be equipped with cellular telephones or other communication devices to

facilitate resolution of potential problems regarding the work. 4. The consultant’s vehicles shall be equipped with signs identifying and displaying the name of the

consultant/contractor. 5. The consultant shall be responsible for the safety of its counters and the traveling public and shall adhere to

all applicable state and federal occupational safety and health laws and regulations. Any locations with unsafe conditions (including, but not limited to, sight distance, roadway geometry, environmental conditions, and traffic flow) shall be reported to the TPO project manager without collecting data. The consultant shall also conform to Manual on Uniform Traffic Control Devices (MUTCD) standards for mobile operations (if applicable).

6. The consultant shall be responsible for ensuring its personnel adhere to applicable state and federal labor

laws and regulations regarding work hours, breaks, etc. IV. SPECIFICATIONS FOR WORK A. Contractual Services Document

The CONSULTANT shall ensure that all contractual documents and support forms have been reviewed, approved and submitted to the TPO Project Manager.

B. Completed Work Products

Delivery of completed work products shall be to the TPO’s Project Manager at the Space Coast Transportation Planning Organization, 2725 Judge Fran Jamieson Way, Building B, Melbourne, Florida 32940. Telephone: 321‐690‐6890. Fax: 321‐690‐6827.

V. GENERAL A. Professional Endorsement

At the annual completion of the traffic data collection process, one original letter shall be delivered to the TPO Project Manager stating that all reports, data and support documents have been reviewed, approved and certified by a Florida Registered Professional Engineer responsible for the project.

B. Final Submittals

Upon completion of the contract, the CONSULTANT shall deliver to the TPO, in an organized manner, all project files, maps, sketches, worksheets, spreadsheet templates, plans and other material used or generated during the project.


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C. Consultant Personnel

The CONSULTANT’s work shall be performed and/or directed by the key personnel identified in the proposal forms submitted by the CONSULTANT. Any changes in the indicated personnel shall be subject to review and approval by the TPO.

D. Safety

The CONSULTANT shall ensure that all task and studies requiring field activities are conducted professionally and in a manner that utilizes accepted safety methods and practices. The safety of the traveling public and the CONSULTANT’s field staff shall be an essential element of each field study activity.

E. Project Related Correspondence

The CONSULTANT shall furnish copies of all written correspondence, whether in writing or digital form, between the CONSULTANT and any person or legal entity pertaining to this project. Said correspondence shall be furnished to the TPO’s Project Manager for their records within three (3) days of the receipt or mailing of said correspondence.

F. Legal Proceedings

The CONSULTANT and its employees, subcontrators and employees, past or present, shall serve as an expert witness in any legal proceeding if required. The fee for these services shall be established if and when, they are needed.

G. Errors and/or Omissions

The CONSULTANT shall be responsible for the professional quality, technical accuracy and the coordination of all traffic counts, designs, drawings, specifications and other services furnished by the CONSULTANT under this contract. Random site inspections and evaluation of documents and data reports by the TPO representative will be the determinant of acceptable quality.

The CONSULTANT shall, without additional compensation, correct or revise any errors or deficiencies in its counts, reports, and other services.

The CONSULTANT shall be responsible without additional compensation for all errors and/or omissions (and approved corrections of same) that result from said firm’s performance of the services described herein, whether substandard or not.

H. Professional Liability

Neither the TPO’s review, approval or acceptance of, nor payment for, the services required under this contract shall be construed to operate as a waiver of any rights under this contract or any cause of action arising out of the performance of this contract. The CONSULTANT shall be and remain liable to the TPO in accordance with applicable law for all damages to the TPO caused by the CONSULTANT’s negligent performance of any of the services furnished under this contract. The rights and remedies of the TPO provided for under this contract are in addition to any other rights and remedies provided by law. If the CONSULTANT is comprised of more than one legal entity, each such entity shall be jointly and severally liable hereunder.


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VI. SUBCONTRACTING SERVICES Due to the nature and scope of the required services, it may be desirable for the CONSULTANT to subcontract portions of the work. The CONSULTANT shall be authorized to subcontract these services under the provisions of the document. The subcontracting firm(s) must be approved in writing by the TPO prior to initiation of any work. VII. LENGTH OF SERVICE In general, the services covered by this agreement shall be performed annually between the beginning of October through the end of the following February. More specifically, the CONSULTANT shall have five months from the issuance of the first Notice to Proceed for completing the services defined in Section I.A through I.D. Extensions may be granted by the TPO Project Manager to account for unforeseen circumstances. Traffic studies will not be scheduled during major holidays or launch events as determined by the TPO Project Manager. Special traffic counts (Section I.E) may be scheduled by the TPO Project Manager following consultation with the CONSULTANT at any time of the year. VIII. REQUEST FOR WORK AND METHOD OF COMPENSATION The TPO agrees to compensate the CONSULTANT for services to be performed in the following manner:

1. All professional services provided by the CONSULTANT for the TPO shall be identified in a formal request for work via a Notice to Proceed. Work requests shall entail a list of the locations (by both street name(s) and identification code numbers as may be assigned by the Space Coast TPO), the types of traffic data the CONSULTANT shall collect and process and an estimate of the cost for such services. Normally, the traffic data collection program will require the issuance of an annual Notice to Proceed to collect data in accordance with the TPO’s planning areas, Beaches, Merritt Island, South County, Central County and North County). More than one request for work may be in effect at a time.

2. Separate requests for work will be issued for any special traffic studies. Such work shall identify the

location(s), type, estimated cost and duration of the required data collection and processing. A specific time limit may be stipulated in the request for special traffic studies. Costs will be based, to the maximum extent feasible, on the unit costs contained in the bid form. Some deviation from the costs in the bid form may be considered for extraordinary circumstances if documented by the CONSULTANT and approved in writing by the TPO Project Manager prior to the issuance of the Notice to Proceed.

3. The CONSULTANT shall be compensated for work authorized under this Agreement based on the schedule

of rates contained in the bid Price Sheet form. 4. The schedule of rates shall include all costs related to the performance of the work. The CONSULTANT shall

not be entitled to any reimbursement for incidental or other expenses directly or indirectly related to the performance of the data collection and processing identified in a work order.

5. Upon completion of assigned work, the CONSULTANT shall submit signed invoices to the TPO, except for

data collected under Section 1.F. The amount of each invoice submitted shall be the amount due for all services performed in the execution of the work. The invoice shall identify the number of counts performed by type, as listed on the bid Price Sheet, the unit cost for each type, and the total


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reimbursement requested. Payment will be issued in accordance with Section V – Compensation and Section VI – Payment and Partial Payments of the Professional Services Agreement.

6. The unit prices contained in the bid Price Sheet shall remain in effect for one (1) year. At least thirty (30)

days prior to the anniversary date of the Professional Services Agreement, the CONSULTANT may submit in writing to the TPO revised unit cost estimates and justification for the adjustment. The justification should reference specific demonstrable increases in the cost of collecting the traffic data in Brevard County. The unit cost adjustment and its justification shall be considered and reviewed by the TPO Project Manager and TPO Executive Director. If approval is granted, the new rates will go into effect on the anniversary date of the Professional Services Agreement. If not, the existing prices in the bid price sheet shall remain in effect. It is understood that all decisions pertaining to the continuation of the contract and fees paid for rendered services lie with the Space Coast Transportation Planning Organization and shall follow the guidelines as outlined in Section V – Compensation, Section D of the Professional Services Agreement.

7. The TPO’s performance and obligation to pay under this contract is contingent upon an annual

appropriation by the Florida Legislature and Federal government.


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PROPOSAL FORMAT The Bidder’s proposal for providing traffic data shall be on a unit price per type of data requested on price sheet. Compensation for all labor, materials, equipment, freight and any other incidentals to complete the project shall be included in the total fixed per unit cost. The Bidder’s proposal shall be submitted by the date and time specified. Submission of a proposal will be evidence that the Bidder understood the scope and requirements of this RFP. Proposals shall have an Arial or Times New Roman type face of no smaller than 10‐point font, be printed on single or double‐sided “letter” size pages (8.5” x 11”), and stapled in the top left corner. One original and two copies of the proposals shall be submitted. Binders, dividers, tabs, covers, etc. are prohibited. Proposals will be screened for following the format as described below. If the proposal meets all format requirements and includes all required documents, it will then be considered and scored for potential award of contact. Proposals shall be limited to a maximum of no more than twenty (20) pages as follows: 1. Page 1. Proposal cover sheet (see Appendix A)

2. Page 2. Completed and signed “Execution of Proposal” sheet (see Appendix B)

3. Page 3. Introduction (one (1) page maximum) – An introductory letter indicating statement of

qualifications, understanding of the scope and general specifications for the work, statement of worker safety and adherence to applicable safety and labor laws and regulations, statement of insurance, statement of registration to work within the State of Florida, company home office location, and certification of (and authority for) proposal submittal.

4. Page 4. Staff (one (1) page maximum) – A list of technical staff (the number and type of

positions having traffic data collection skills and experience) and oversight staff (individuals responsible for managing the data collection project and their names and experience). For each position listed, indicate (1) individual’s name, (2) number of years of experience for this type of work, and (3) the percentage of time dedicated to this work.

5. Pages 5‐6. Equipment (two (2) pages maximum) – A list of equipment including the

manufacturer and model, the number owned, and the type of data collected with each type of equipment, a description of the testing procedures for each piece of equipment, software used to process traffic data, the type of data reports generated with each software, statement of adherence to the manufacturer’s requirements and specifications for maintaining and calibrating the equipment, and statement that the installation (if applicable) and use of the equipment is in accordance with manufacturer instructions and/or guidelines.

6. Pages 7‐10. Methods (four (4) pages maximum) – A brief explanation of the method to be

used to collect each data item bid on as listed on the Price Sheet (Appendix I). May also include information on alternative methods and transportation related data collection services using advanced and/or new technologies along with options on providing annual reports identifying trends. These optional services are not to be included on Price Sheet and are for informational purposes only. This information provides the RFP reviewers with a better understanding of the bidders depth of experience and services offered.


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7. Page 11. Past Performance (one (1) page maximum) ‐ Bidder shall provide three (3) sources of prior work of similar nature to this RFP conducted within the last five (5) years. The past performance must include firm/business work performed for, length of contract, cost of contract, and a brief summary of the type of work performed. Information should also include any obstacles encountered and how they were resolved along with total cost of contract.

8. Page 12. References – List up to three different references for performing the similar type of

work (within in the last five (5) years) as requested under this RFP’s scope of work (see Appendix C). These may or may not be the same as those provided under past performance.

9. Page 13‐14. Insurance (two (2) pages maximum) – Proof of current insurance coverage for

worker’s compensation, commercial general liability and automobiles. May provide proof either by copy of a Certificate of Liability Insurance form or listing in a table the following information: name of insurance company providing coverage; policy number; agent information; type of insurance, amount of coverage and policy effective and expiration dates. Proof of Professional Liability insurance will be required only if awarded contract. This insurance is included as part of the Professional Services Agreement, Section XXI, A.4. Including proof of Professional Liability Insurance is not required as part of the formal response to this RFP.

10. Pages 15‐19. The Space Coast TPO utilizes Federal Grant funds in fulfilling the requirements of

F. S 339.175. Therefore when using federal funds to procure the services as described herein as part of this RFP, all bidders must complete, execute and submit with their proposal the following forms: a. Public Entity Crime Affidavit form (see Appendix D) b. Disadvantaged Business Enterprise Certification Letter, if applicable (see Appendix E) c. Debarment and Suspension Certification (see Appendix F) d. Certification Regarding Lobbying (see Appendix G) e. Non‐Collusion Proposal Certification (see Appendix H)

11. Page 20. Price sheet. All unit prices shall be in whole U.S. dollars and the Price sheet shall be

signed (see Appendix I). MUST SUBMIT PRICE SHEET IN A SEPARATE SEALED ENVELOPE MARKED ‘PRICE SHEET’, and must include bidding firms name and RFP number. If a bidder fails to place the price sheet in a separate sealed envelope, their proposal will be rejected and not considered for award.


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EVALUATION CRITERIA AND AWARD Proposals will be evaluated as follows:

Item Criteria Maximum Points

1 Staffing Experience of both technical and oversight staff assigned to conduct the work as outlined in this RFP. Consider years of experience and percentage of time dedicated to this type of work.

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2 Types of Equipment Bidder shall list the type of equipment they will use for the services required in the scope of services. Information shall include manufacturer, model, number owned, type of data collected with each type of equipment, testing procedures, software used to process data, and calibration process.

5

3 Methodology Bidder shall provide a description of their approach on how they would collect traffic data for the services as described this RFP’s scope of services. May also include information on alternative methods and transportation related data collection services using advanced and/or new technologies along with options on providing annual reports identifying trends. These optional services are not to be included on Price Sheet and are for informational purposes only. This information provides the RFP reviewers with a better understanding of the bidders depth of experience and services offered.

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4 Past performance (similar work) Bidder shall provide three (3) sources of prior work of similar nature to this RFP. The past performance must include firm/business work performed for, length of contract, cost of contract, and a brief summary of the type of work performed. Information should also include any issues encountered (such as equipment failure, weather delays, costs over‐runs, etc.) and how they were resolved along with total cost of contract.

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5 Cost* 30

Total Maximum Points 100

*The total estimated annual cost reflected in the Price Sheet (Appendix I) will be worth a maximum of

30 points. The bidder submitting the lowest estimated total annual cost will be awarded 30 points

with each subsequent bidder awarded points based on percentage difference to lowest annual cost.

See the scoring example on following page.


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COST SCORING EXAMPLE:

Bidder A Raw Score Weight Total

Price Sheet Total ‐ $80,000 (Lowest) 100 30% 100 x .30 = 30

Bidder B Raw Score Weight Total

Price Sheet Total ‐ $100,000

(*See Calculation Below)

78 30% 78 x .30 = 23

*Percentage Difference Calculation Formula:

(|A ‐ B|/((A +B)/2))*100

(|80,000 – 100,000| / ((80,000 + 100,000)/2)) * 100 =

(20,000) / ((180,000/2)) *100 =

(20,000 / 90,000) * 100 =

.22 * 100 = 22 % Difference

100 – 22 = 78 points (Raw Score for Bidder B)

AWARD OF CONTRACT The award of this contract will be made to the highest overall total points awarded. PROPOSAL REJECTION Any proposal submitted which fails to comply with any of the proposal requirements contained herein shall be considered irregular and shall be rejected. The TPO also reserves the right to reject any and all bids when in the best interest of the TPO.


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APPENDIX A

PROPOSAL COVER SHEET

Request for Proposals (RFP #): P‐16‐02 Description: Traffic Data Collection Bidder/Company Name: ______________________________________________________ THIS COVER PAGE IS TO BE FILLED OUT AND RETURNED WITH YOUR BID PROPOSAL. FAILURE TO DO SO MAY SUBJECT YOUR PROPOSAL TO REJECTION. Bidder certifies that they have read, understand, and willfully and faithfully comply with this solicitation, its attachments and any referenced documents. Bidder also certifies that the prices offered were independently developed without consultation with any of the other bidders or potential bidders. By signing below the bidder has also reviewed the Draft Professional Services Agreement (Appendix J) and will execute said agreement if awarded contract. The submitter of this proposal agrees that the TPO reserves the right to reject any and all offers in whole or in part. Authorized Signature ___________________________________________________ Date ________________________________________________


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APPENDIX B

EXECUTION OF PROPOSAL By submitting this proposal, the potential contractor certifies the following:

This proposal is signed by an authorized representative of the Bidder (Company).

It can obtain insurance certificates as required within ten (10) calendar days after notice of award.

The unit cost and availability of all equipment, materials, and supplies associated with performing the services described herein have been determined and included in the proposed costs.

All labor costs, direct and indirect, have been determined and included in the proposed costs. It is not included on the lists of persons or firms currently debarred for any reason, including

but not limited to violations of various public contracts incorporating labor standards provisions, maintained by the United States Comptroller General, the United States Department of Transportation, the Florida Department of Transportation, the Space Coast Transportation Planning Organization, Brevard County or any other transportation agency of any state.

Therefore, in compliance with the Request for Proposals, and submit to all conditions herein, the undersigned offers and agrees, if this proposal is accepted within 90 days from the date of the opening, to furnish the subject services for the prices quoted in the attached required Price Sheet form. BIDDER: _________________________________________________________________ ADDRESS: _________________________________________________________________ CITY, STATE, ZIP: ___________________________________________________________ TELEPHONE NUMBER: ______________________________ FAX: ___________________ E‐MAIL: __________________________________________________________________ BY: _________________________________________ TITLE: __________________________ (Signature) ____________________________________________ DATE: __________________________ (Printed name) ************************************************************************************ RECEIPT OF PROPOSAL – DO NOT WRITE BELOW – FOR TPO USE ONLY Space Coast Transportation Planning Organization BY: _______________________ TITLE: ______________________ DATE: ___________TIME: ________ This page must be signed and included in your proposal as unsigned proposals will not be considered.


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APPENDIX C

REFERENCES

The Bidder shall provide three (3) references for which the Bidder has provided similar scoped projects within the last five (5) years. The three references must be with different businesses/firms. The SCTPO may contact these references to determine quality of work the bidder provided. Failure to submit this information may subject bid to rejection. Business #1 Name: ____________________________________________________________________ Contact Person/Phone Number: _________________________________________________________ Contact E‐mail: _______________________________________________________________________ Type of Work Performed: _______________________________________________________________ Length of Contract: ______________Date Completed: __________ Contract Budget: _______________ Business #2 Name: ____________________________________________________________________ Contact Person/Phone Number: _________________________________________________________ Contact E‐mail: _______________________________________________________________________ Type of Work Performed: _______________________________________________________________ Length of Contract: ______________Date Completed: __________ Contract Budget: _______________ Business #3 Name: ____________________________________________________________________ Contact Person/Phone Number: _________________________________________________________ Contact E‐mail: _______________________________________________________________________ Type of Work Performed: _______________________________________________________________ Length of Contract: ______________Date Completed: __________ Contract Budget: _______________


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APPENDIX D

Public Entity Crime Information

As provided in s. 287.133 F.S., “A person or affiliate who has been placed on the State of Florida convicted vendor list following a conviction for a public entity crime may not submit a proposal on a contract to provide any goods or services to a public entity, may not submit a proposal on a contract with a public entity for the construction or repair of a public building or public work, may not submit proposals on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, sub‐contractor, or contractor under a contract with any public entity, any may not transact business with any public entity in excess of the threshold amounts provided in s. 287.017, F.S., for Category TWO for a period of thirty‐six (36) months from the date of being placed on the convicted vendor list.” The person/legal entity submitting this proposal affirms that neither it nor its subcontractors, nor any of their principals, have been placed on the State of Florida convicted vendor list within the past 36 months. Acknowledgement of Public Entity Crime Information: Bidder (Company) Name: _______________________________________________________________ Typed Name and Title of Authorized Official: _______________________________________________ Authorized Signature: __________________________________________________________________ Date: _______________________________________________________________________________


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APPENDIX E

DISADVANTAGED BUSINESS ENTERPRISE (DBE) STATEMENT

The Space Coast Transportation Planning Organization has established a Disadvantaged Business Enterprise (DBE) program in accordance with regulations of the U.S. Department of Transportation (DOT), 49 CFR Part 26. The TPO has received Federal financial assistance from the Department of Transportation, and as a condition of receiving this assistance, the TPO has signed an assurance that it will comply with 49 CFR Part 26. Therefore, the bidder shall agree to ensure that Disadvantaged Business Enterprises as defined in 49 CFR Part 26, as amended, have the maximum opportunity to participate in the performance of this Agreement. If your company qualifies as a DBE, please provide with the bid proposal package a copy of the DBE certification letter.


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APPENDIX F

DEBARMENT AND SUSPENSION CERTIFICATION

As Required by U.S. Regulations on Government Wide Debarment and Suspension (Non‐procurement) at 49 CRF 29.510

(1) The (Name of Bidder) __________________________ hereby certifies to the best of its knowledge and belief, that it and its principals:

(a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency;

(b) Have not within a three‐year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, state, or local) transaction or contract under a public transaction; violation of Federal or state antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

(c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, state, or local) with commission of any of the offenses listed in paragraph (b) of this certification; and

(d) Have not within a three‐year period preceding this certification had one or more public transactions (Federal, state, or local) terminated for cause or default.

(2) The (Bidder) _____________________________ also hereby certifies that if, later, it becomes aware of any information contradicting the statements of paragraphs (a) through (d) above, it will promptly provide that information to the U.S. DOT.

Company (Bidder) Name: _________________________________________________________ Typed Name and Title of Authorized Official: ________________________________________ Authorized Signature: ____________________________________________________________ Date: __________________________________


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APPENDIX G

CERTIFICATION REGARDING LOBBYING

Certification for Contracts, Grants, Loans, and Cooperative Agreements

The undersigned certifies, to the best of her or his knowledge and belief, that:

(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form‐LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.

(3) The undersigned shall require that the language of this certification be included in the award documents for all sub‐awards at all tiers (including subcontracts, sub‐grants, and contracts under grants, loans, and cooperative agreements) and that all sub‐recipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance is placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000.00 and not more than $100,000.00 for each such failure.

The Bidder, _____________________________ certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Proposer understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any.

Company (Bidder) Name:_________________________________________________________ Typed Name and Title of Authorized Official: ________________________________________ Authorized Signature: ____________________________________________________________ Date: __________________________________


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APPENDIX H

Non‐Collusion Proposal Certification

By submission of this proposal, each Bidder and each person signing on behalf of any Bidder certifies, and in the case of a joint proposal, each party certifies as to its own organization, under penalty of perjury, that to the best of his/her knowledge and belief:

1) The prices in the Bid Proposal have been arrived at independently without collusion, consultation, communication or agreement, with any other Bidder or with any other competitor for the purpose of restricting competition as to any other matter relating to such prices.

2) Unless otherwise required by law, the prices which have been noted in this Bid Proposal have not been knowingly disclosed by the Bidder and will not knowingly be disclosed by Bidder prior to opening, directly or indirectly, to any other Bidder or to any competitor and,

3) No attempt has been made or will be made by the Bidder to induce any other person, partnership, or corporation to submit or not to submit a Bid Proposal for the purpose of restricting competition.

Company (Bidder) Name:_________________________________________________________ Typed Name and Title of Authorized Official: ________________________________________ Authorized Signature: ____________________________________________________________ Date: __________________________________


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APPENDIX I

PRICE SHEET

Contractor shall provide all labor, materials, and equipment necessary for traffic counts, classification studies, or other special studies in accordance with the scope of services provided in Section 3.0. Please provide a unit and subtotal price for the following types of categories for the traffic data collection program. Unit prices shall be in whole U.S. dollars.

Estimated Annual Quantity

Unit Description Unit Price Subtotal

500 Each 48 Hour Directional Count, per count station

2 Each 48 Hour Classification count, per count station

10 Each Turning Movement – 1 person, per count station

10 Each Turning Movement – 2 person, per count station

5 Each Signal Timing, per signal location

Estimated Total Annual Cost $

Quantities may be adjusted at discretion of the TPO. The quantities listed are estimates for bid award purposes. Certified By (Bidder printed name):_______________________________________________________ Authorized Signature: __________________________________________________________________ Date: ________________________________________


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APPENDIX J

DRAFT PROFESSIONAL SERVICES AGREEMENT

This is an agreement entered into this _________ day of ___________, 2015, by and between

the Space Coast Transportation Planning Organization, an agency of the State of Florida organized and

operating pursuant to Section 339.175, Florida Statutes, hereinafter referred to as the “TPO”, and

___________________________, whose address is , hereinafter referred

to as “CONSULTANT”.

For and in consideration of the mutual agreement hereinafter contained, the TPO hereby retains

the CONSULTANT and the CONSULTANT hereby covenants to provide professional services as prescribed

herein.

SECTION I ‐ GENERAL IDENTIFICATION OF SERVICES

All professional services provided by the CONSULTANT for the TPO shall be identified in

accordance with the Scope of Services in Exhibit “A” (hereinafter: the “professional services”) and

performed to current professional standards of the applicable discipline applicable within East Central

Florida (Orange, Volusia, Seminole, Brevard, and Osceola Counties). The Scope of Services shall entail a

description of services to be performed, a statement of fees, proposed schedule for compensation and a

projected schedule for completion of the work to be performed by the CONSULTANT. The Scope of

Services shall not give rise to any contractual rights until approved by the TPO in the form of a written

Notice to Proceed signed by the TPO Executive Director or other authorized representative of the TPO.

The written Notice to Proceed, the provisions of General Terms of the Request for Proposal #P‐16‐02,

and any minor modifications to the Scope of Services, as approved by the TPO Executive Director, shall

constitute an addendum to this agreement.

SECTION II ‐ TPO OBLIGATIONS

The TPO Obligations are set forth in Section II. of Exhibit “A.” Unless said data is “confidential”

or “exempt” from release to the general pursuant to the Public Records Law, Chapter 119, Florida

Statutes, or other applicable provision of law as determined in the sole discretion of the TPO, the TPO

shall make available to the CONSULTANT, upon request, any data available in the TPO's files pertaining

to the work to be performed under this Agreement.


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SECTION III ‐ PROFESSIONAL SERVICES

Upon receipt of the Notice to Proceed, the CONSULTANT agrees to perform professional

services associated with the requested work in accordance with the negotiated terms identified in the

attached Scope of Services, Exhibit “A”, and in accordance with current accepted professional standards

and practices currently used or in effect in East Central Florida and acceptable to the Florida Department

of Transportation. The CONSULTANT warrants the adequacy and constructability of any plans or

specifications as being fit and merchantable for the purpose of compiling traffic count data, as generally

described and provided under this Agreement and Scope of Services, and agrees to immediately correct

any errors and omissions because the plans/specifications were found defective or for any other reason

which may be required within thirty (30) calendar days of notice by the TPO, or upon a determination of

the CONSULTANT of the existence of such errors or omissions, whichever event shall first occur. Said

corrections and revisions shall be accomplished by the CONSULTANT, at no cost to the TPO. This

remedy shall be cumulative with all other remedies available under law.

In connection with professional services to be rendered pursuant to this Agreement, the

CONSULTANT further agrees to:

A. Maintain an adequate staff of qualified personnel. At a minimum, at least one Florida

Registered Professional Engineer with at least five (5) years of experience in the field of

transportation shall be available to work on fulfilling the CONSULTANT’s duties and

responsibilities pursuant to this contract during the term of this Agreement.

B. Ensure that plans meet all current federal, state and local laws, rules, and Brevard

County or Brevard County municipal ordinances, all as amended from time to time

during the term of this Agreement, and which are applicable to the work.

C. Cooperate fully with the TPO in the scheduling and coordination of all phases of the

work.

D. Cooperate and coordinate with other TPO consultants, as directed from time to time by

the TPO.

E. Report the status of the work to the TPO upon request and hold pertinent data,

calculations, field notes, records, sketches and other projects open to the inspection of

the TPO or its authorized agent at any time.

F. Submit for TPO review design computations, sketches and other data representative of

the work's progress at the percentage stages of completion which may be specified in


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the Scope of Services. Submit for TPO approval the final work product upon

incorporation of any modifications requested by the TPO during any previous review.

Any TPO approval of the CONSULTANT'S plans, design or specifications shall not be

deemed to diminish the CONSULTANT'S warranty or obligations set forth.

G. Confer with the TPO during the further development and implementation of

improvements for which the CONSULTANT has provided traffic data or other services.

H. Interpret traffic data summaries and other documents; correct errors and omissions and

prepare any necessary data collection procedural revisions not involving a change in the

scope of the work required, at no additional to the TPO cost within thirty (30) calendar

days of notice by the TPO, or upon a determination of the CONSULTANT of the existence

of such errors or omissions, whichever event shall first occur.

SECTION IV ‐ TIME OF COMPLETION

The services to be rendered by the CONSULTANT for each section of the work shall commence

upon receipt of a written Notice to Proceed from the TPO subsequent to the execution of the

Agreement and shall be completed within the time stated in Exhibit “A”, Scope of Services.

As additional consideration for this Agreement, the CONSULTANT agrees that a reasonable

extension of time shall be granted by and at the discretion of the TPO in the event there is a delay on

the part of the TPO in fulfilling its part of the Agreement or should weather conditions, acts of God or

hidden conditions delay performance of the CONSULTANT's duties. Such extensions of time shall be the

sole remedy of the CONSULTANT for such delays, and the CONSULTANT will not be entitled to any

damages or any claim for extra compensation.

SECTION V ‐ COMPENSATION

The TPO agrees to pay and the CONSULTANT agrees to accept, for services rendered pursuant to

this Agreement, fees and other compensation computed on a unit basis. Compensation shall be based

on the unit costs set out in the price sheet form in Exhibit “B”. The TPO agrees to exercise due diligence

in paying acceptable fees in a timely and expeditious manner.

A. The CONSULTANT shall be responsible for work‐related and incidental expenses. These

expenses include but are not limited to document reproduction, facsimile transmissions,

travel and routine expenses such as local and long distance phone calls, routine postage of

under $1, per individual correspondence letter or item, word processing, and clerical or

secretarial services. These expenses are considered overhead and will not be eligible for

reimbursement by the TPO.


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B. Expenses other than compensation for the unit costs set out in the price sheet form in

Exhibit “B” that the TPO agrees to pay and the CONSULTANT agrees to accept include only

the following. Postage charges will be billed, if at all, at the amount charged by the U.S. Post

Office. Postage will be charged only if the cost is $1 or over for mailing of an individual

correspondence letter or item. If a courier is utilized, courier charges will be billed at the

amount charged by the Contractor's courier.

C. When reimbursement is sought, a copy of the invoice shall be submitted to the TPO. The

invoice must specify the charge made, who or what company made the charge, the date of

the charge, what the charge was for, and that it is related to this Agreement.

D. At least thirty (30) days prior to each anniversary date of this Agreement either party may

request an adjustment to the rates (in Exhibit “B”) provided for herein to apply as soon as

approved and official notice has been transmitted to the CONSULTANT. Failure of the

parties to agree on a new rate shall constitute a basis for issuing a Notice of Termination by

either party. Any proposed change in rates by the CONSULTANT shall be subject to the prior

approval of the TPO in its sole and absolute discretion. In the event the CONSULTANT

requests a change in rate, either party may terminate this Agreement in accordance with

Section XVIII should the proposed rates or fees not be mutually acceptable.

SECTION VI ‐ PAYMENT AND PARTIAL PAYMENTS

Subject to the TPO's right to withhold any amounts reasonably necessary to complete or correct

defective or substandard work, the TPO shall make payments or partial payments to the CONSULTANT

for all authorized work performed in accordance with the Florida Prompt Payment Act, Florida Statues

section 218.70, et seq. A payment schedule shall be determined in each request for work with a Notice

to Proceed order.

A. The CONSULTANT shall submit signed invoices to the TPO.

B. The amount of each invoice submitted shall be the amount due for all services

performed to date in connection with authorized work, as certified by the CONSULTANT.

The invoice shall be accompanied by copies of invoices for reimbursable expenses if

identified in Exhibit A. The current total (gross) invoice amount, current retention

amount, current net invoice, previous amount(s) invoiced and amount of remaining

project budget, if applicable, shall be clearly indicated on each invoice.

C. If the TPO determines that an invoice does not comply with the above requirements,

the CONTRACTOR shall be notified in writing of the issue(s) related to the invoice within


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seven (7) days of TPO’s receipt of the invoice. The TPO reserves the right to withhold

payments in the event of CONTRACTOR’s performance being materially non‐compliant

with the Agreement. In the event the TPO fails to pay any invoice when due, in addition

to any other right reserved hereunder, CONTRACTOR reserves the right to suspend or

limit performance until all past due sums are paid.

D. Sales Tax. The TPO is exempted from payment of Florida state sales and use taxes and

Federal Excise tax. The CONSULTANT, however, shall not be exempted from paying

Florida state sales and use taxes to the appropriate governmental agencies or for

payment by the CONSULTANT to suppliers for taxes on materials used to fulfill its

contractual obligations with the TPO. The CONSULTANT shall not use the TPO's

exemption number in securing such materials. The CONSULTANT shall be responsible

and liable for the payment of all its FICA/Social Security and other taxes resulting from

this Agreement. Said sales and use or excise taxes may be submitted for reimbursement

to the TPO. The CONSULTANT shall be responsible and liable for the payment of all its

FICA/Social Security and other taxes resulting from this Agreement. This sub‐section

shall survive the termination of this Agreement.

E. The CONSULTANT shall not pledge the TPO's credit or make the TPO a guarantor of

payment or surety for any contract, debt, obligation, judgment, lien, or any form of

indebtedness.

SECTION VII ‐ SCHEDULE OF WORK

The TPO shall have the sole right to determine on which units or sections of the work the

CONSULTANT shall proceed and in what order. Should a revision effect a change in scope, cost or

schedule associated with this Agreement, the CONSULTANT shall submit such revisions for review and, if

warranted, approval by the TPO in writing prior to commencing the revision. CONSULTANT waives any

right to make a claim for additional compensation based upon a revision if such notice was not provided.

SECTION VIII ‐ RIGHT OF APPEAL

All services shall be performed by the CONSULTANT to current reasonable professional

standards and practices as described in Sections I and III and to the reasonable requirements of the TPO.

The TPO staff shall decide and dispose of all claims, questions and disputes arising under this

Agreement. Such determination shall be final, conclusive and binding upon the parties hereto unless

such determination is clearly arbitrary or unreasonable. In the event the CONSULTANT does not concur

with the decisions of the TPO, within ten (10) days filed in the TPO office after determination by the TPO


32

staff, the CONSULTANT shall present any such objections in writing to the TPO Chairman and, upon

request, any adverse determination shall be referred to an appeal board comprised of a representative

of the TPO Board, the TPO Technical Advisory Committee and the TPO Citizens Advisory Committee for

review and disposition at a hearing to be held within thirty (30) days after receipt of the appeal. This

paragraph does not constitute a waiver of either party's right to proceed in a court of competent

jurisdiction, provided that prior to filing any suit the CONSULTANT goes through the appeal process

established in this Agreement and provided further that the CONSULTANT strictly abides by the ten‐day

time deadline set forth in this paragraph.

SECTION IX – PUBLIC RECORDS

A. It is hereby specifically agreed that all documents, papers, letters, maps, books, tapes,

photographs, films, sound recordings, data processing software, or other material, regardless of the

physical form, characteristics, or means of transmission, made or received pursuant to law or ordinance

or in connection with the transaction of official business pursuant to or related to this Agreement of the

CONSULTANT or a Subconsultant, or any of their employees, related, directly or indirectly, to this

Agreement, hereunder, shall be deemed to be a “Public Record” whether in the possession or control of

the TPO or the CONSULTANT or a Subconsultant. Further, the CONSULTANT, for itself and any

Subconsultant, agree that pursuant to this Agreement, the CONSULTANT is performing a service on

behalf of the TPO. Consequently, said Public Record referenced above is subject to the provisions of

Chapter 119, Florida Statutes, and may not be destroyed without the specific written approval of the

TPO’s contract administrator.

The CONSULTANT or an applicable Subconsultant, is required by this Agreement and Florida law

to:

(i) Keep and maintain the Public Records that ordinarily and necessarily would be required by

the TPO in order to perform the service;

(ii) Provide the public with access to Public Records on the same terms and conditions that the

TPO would provide the records and at a cost that does not exceed the cost provided by law;

(iii) Ensure that Public Records that are exempt or confidential and exempt from Public

Records disclosure requirements are not disclosed, except as authorized by law;

(iv) Meet all requirements for retaining Public Records and transfer, at no cost, to the TPO of all

Public Records in the possession of the CONSULTANT, and any Subconsultant, upon termination of this

Agreement and to destroy any duplicate Public Records that are exempt or confidential and exempt

from Public Records disclosure requirements. All records stored electronically must be provided to the


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TPO in a format that is compatible with the information technology systems of the TPO at the time of

transfer.

Because certain of the PUBLIC RECORDS may be exempt from disclosure or confidential under

Florida or Federal law, the Public Records may not be released for viewing or copying by the

CONSULTANT, or the CONSULTANT’s employees or agents or subconsultants, if any, without the prior

written approval of the TPO contract administrator. However, when a request is made by the public for

a public record, the CONSULTANT shall immediately contact the TPO contract administrator for direction

on how to handle release of the Public Record for either viewing or copying.

Upon request by a citizen requesting records, the CONSULTANT shall immediately supply copies

of said non‐exempt or non‐confidential Public Records to the citizen requesting records or other

individual authorized by the TPO. Upon request by the TPO, the CONSULTANT shall immediately supply

copies of any and all Public Records to the TPO. All books, cards, registers, receipts, documents and

other papers in connection with this Agreement shall at any and all reasonable times during the normal

working hours of the CONSULTANT be open and freely exhibited to the TPO for the purpose of

examination and/or audit.

B. The CONSULTANT shall maintain all Public Records, including records of accounts

between the TPO and the CONSULTANT of the CONSULTANT’S expenses or any items upon which a

request for reimbursement shall be based pursuant to this Agreement in accordance with generally

accepted accounting practices and available for inspection by the TPO or its authorized representative at

all reasonable times.

C. This Section shall survive the termination of this Agreement.

SECTION X ‐ OWNERSHIP OF DOCUMENTS

The TPO and the CONSULTANT agree that upon payment of compensation due to the

CONSULTANT under this Agreement by the TPO for a particular plan, design, drawing, specification,

document, model, recommendation, schedule or otherwise, said plan, design, drawing, specification,

technical data, recommendation, model, schedule or other instrument produced by, or pursuant to sub‐

consulting agreement with, the CONSULTANT in the performance of the Agreement, shall be the sole

property of the TPO and the TPO is vested with all rights therein. The CONSULTANT waives all rights of

copyright in said plan, design, drawing, document, specification, technical data, recommendation, model

schedule and other instrument produced by the CONSULTANT, or pursuant to sub‐consulting agreement

with, the CONSULTANT in the performance of this Agreement, and hereby assigns and conveys the same

to the TPO whether in the possession or control of the CONSULTANT or not. This Section shall survive


34

the termination of this Agreement.

SECTION XI ‐ REUSE OF DOCUMENTS

The CONSULTANT may not reuse data or work products developed by the CONSULTANT for the

TPO without express written permission from the TPO; provided, that the TPO shall not be liable for any

injuries, damages, or losses for reuse of data or work products. The TPO may reuse data or work

products developed by the CONSULTANT for the TPO without express written permission from the

CONSULTANT; provided, that the CONSULTANT shall not be liable for any injuries, damages, or losses for

reuse of data or work products without the express permission of the CONSULTANT. This Section shall

survive the termination of this Agreement.

SECTION XII ‐ NOTICES

Any notices, reports or other written communications from the CONSULTANT to the TPO shall

be considered delivered when posted by the United States Postal Service (USPS) or delivered in person

to:

Mr. Robert Kamm TPO Executive Director 2725 Judge Fran Jamieson Way, Building B Melbourne, FL 32940 The foregoing name or address may be unilaterally changed by the TPO by giving notice as provided

herein to the CONSULTANT.

Any notices, reports or other written communications from the TPO to the CONSULTANT shall

be considered delivered when posted by the United States Postal Services (USPS) or delivered in person

to:

_____________________________________________

_____________________________________________

_____________________________________________

_____________________________________________

The foregoing name or address may be unilaterally changed by the CONSULTANT by giving

notice as provided herein to the TPO.

Any notices, reports or other communications from the TPO to the CONSULTANT, or from the

CONSULTANT to the TPO, shall be considered delivered when posted by the USPS or delivered in person

to above referenced person or their authorized representative.

SECTION XIII ‐ AUDIT RIGHTS

The TPO reserves the right to audit the records of the CONSULTANT related to this Agreement at


35

any time during the prosecution of the work included herein and for a period of five years after final

payment is made. The CONSULTANT agrees to provide copies of any records necessary to substantiate

payment requests to the TPO as may be requested by the TPO solely at the cost of reproduction.

SECTION XIV ‐ SUBCONTRACTING

The CONSULTANT shall not subcontract, assign, or transfer any work, or the performance of any

work, under this Agreement without the written approval of the TPO, which approval may be denied by

the TPO for any reason. When applicable, the CONSULTANT shall cause the names of any subcontracted

firms responsible for major portions (or separate specialty) of the work to be inserted in the pertinent

documents or data. In the event of any subcontracting, assignment, or transfer of work hereunder

approved by the TPO, the assignee, transferee, or subcontractor shall be bound to all provisions of this

Agreement to the same extent as the CONSULTANT had the assignment, transfer, or subcontracting not

been approved by the TPO.

SECTION XV ‐ UNAUTHORIZED ALIEN WORKERS

The TPO will not intentionally award publicly funded contracts to any contractor who knowingly

employs unauthorized alien workers, constituting a violation of the employment provisions contained in

8 U.S.C. Section 1324a (Section 274a of the Immigration and Nationality Act “INA”.) of the Immigration

Nationality Act ("INA"). The TPO shall consider a violation of the INA as grounds for unilateral

cancellation of this Agreement by the TPO.

The CONSULTANT shall utilize the U.S. Department of Homeland Security’s E‐Verify system, in

accordance with the terms governing the use of the system, to confirm the employment eligibility of: (i)

all persons employed by the CONSULTANT during the term of this Agreement to perform employment

duties within Florida; and (ii) all persons, including subcontractors, assigned by the CONSULTANT to

perform work pursuant to this Agreement with the TPO.

SECTION XVI ‐ ATTORNEY'S FEES

In the event any action is taken to enforce the terms of this Agreement, each party shall bear its

own attorney's fees and costs and any trial shall be non‐jury. The CONSULTANT hereby waives any right

to a jury trial on any matter litigated and arising from this Agreement, data or information furnished by

the TPO as a part of work production by the CONSULTANT, or work provided pursuant to this

Agreement. This Section shall survive the termination of this Agreement.

SECTION XVII ‐ CONTINGENT FEES

The CONSULTANT warrants that no person or company was employed or retained to solicit or


36

secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage

or contingent fee, excepting bona fide employee, any fee commission, contribution, donation,

percentage, gift, or any other consideration, contingent upon, or resulting from award of this

Agreement. For any breach or violation of this provision, the TPO shall have the right to terminate this

Agreement, without liability, and, at its discretion, to deduct from the contract price or otherwise

recover, the full amount of such fee, commission, percentage, gift or consideration and any damages

and shall be responsible for reporting the details of such breach or violation to the proper legal

authorities where and when appropriate.

SECTION XVIII‐ TERMINATION/MODIFICATION OF AGREEMENT

A. The TPO may terminate this Agreement for any reason upon thirty (30) days written

notice. The CONSULTANT may terminate this Agreement for any reason upon thirty (30)

days written notice. The TPO shall pay the CONSULTANT for work completed to the date

of termination. The TPO reserves the right and is hereby granted the right to direct the

CONSULTANT to complete any outstanding approved work activities.

B. In the event of termination, the TPO's sole obligation to the CONSULTANT shall be

payment for those portions of satisfactorily completed performed work previously

authorized. Such payment shall be determined on the basis of the percentage of work

completed as estimated by the CONSULTANT, and agreed upon by the TPO up to the

time of termination after submission of a billing consistent with Section VI of this

Agreement is first provided by the CONSULTANT. In the event of such termination, the

TPO may, without penalty or other obligation to the CONSULTANT, elect to employ

other persons to perform the same or similar services.

C. The terms of this Agreement may be modified upon the mutual agreement of the

CONSULTANT and the TPO as confirmed in writing.

D. In the event that the CONSULTANT changes its name, merges with another company,

becomes a subsidiary or makes other substantial change in structure or in the following

principles or project managers, the TPO reserves the right to terminate this Agreement

subject to the terms prescribed above.

E. In the event of termination of this Agreement, the CONSULTANT agrees to surrender

any and all documents prepared by the CONSULTANT for the TPO in connection with

this Agreement, of which the TPO shall have full ownership thereof. The CONSULTANT

shall retain copies of such documents for record purposes.


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SECTION XIX‐ DURATION OF AGREEMENT

A. This Agreement shall remain in full force and effect for a period of five (5) years after its date of

execution, although actual completion of the services hereunder may extend beyond such term, unless this

Agreement is terminated by mutual consent of the parties as otherwise provided herein. The performance

of specially and properly authorized projects may extend beyond the Agreement's five‐year effective term

and shall be compensated in accordance with Section VI hereof. In addition, subject to the TPO's sole

discretion, this Agreement may be extended by the TPO Executive Director or designee for one (1)

additional year beyond the initial five (5) year period of the Agreement. In no event shall this Agreement

extend beyond September 30, 2021.

B. The TPO’s performance and obligation to pay under this Agreement is contingent upon an

annual appropriation by the Florida Legislature and the federal government.

SECTION XX ‐ DEFAULT

In the event the CONSULTANT fails to comply with the provisions of this Agreement, the TPO may

declare the CONSULTANT in default by written notification. In the event partial payment has been made

for professional services not completed or defectively performed, the CONSULTANT shall return any sums

due to the TPO as a result of the CONSULTANT's default within ten (10) days after notice and demand that

said sums are due. The CONSULTANT shall not be compensated on a percentage of any deficient

professional services which have been performed at the time the TPO declares a default. The TPO shall pay

for that portion, if any, of the performed work which is used or useful by any other consultant retained by

the TPO to finish the work to the extent that the TPO does not incur additional costs over those set forth in

the CONSULTANT’s canceled work.

SECTION XXI ‐ INDEMNIFICATION & INSURANCE

A. Types of insurance. The CONSULTANT shall provide the following described insurance policies.

The CONSULTANT shall provide and maintain, at all times during the term of the Agreement, without cost

or expense to the TPO, policies of insurance generally known as comprehensive general liability insurance,

(to include products and completed operations) and professional liability insurance and auto liability

insurance. These policies of insurance shall cover the CONSULTANT for any and all claims, demands, and

expenses whatsoever, including defense and causes for action for general damages, bodily injury and

property damage arising out of or to the extent caused by negligent acts, errors or omissions of the

CONSULTANT.

Insurance shall be provided as follows:

1. Workers’ compensation insurance which meets applicable statutory requirements, and


38

Employer's Liability insurance with minimum limits of One Hundred Thousand Dollars ($100,000) for each

accident, or as required from time to time by Federal and State law, whichever amount shall be higher.

2. Comprehensive commercial general liability insurance with limits of Two Million Dollars

($2,000,000) as the combined single limit for each occurrence of bodily injury, personal injury and property

damage. The policy shall provide blanket contractual liability insurance for all written contracts and shall

include coverage for products and completed operations liability and independent contractor's liability.

3. Automobile liability insurance covering all owned, hired and non‐owned vehicles in use by

the CONSULTANT, its employees and agents, contractors, and sub‐subconsultants, if any, all with personal

protection insurance and property protection insurance to comply with the provisions of state law, with

minimum limits of One Million Dollars ($1,000,000) as the combined single limit for each occurrence for

bodily injury and property damage. The foregoing reference to sub‐consultants shall not be interpreted as

permission to utilize the same.

4. Professional Liability Insurance with limits of Two Million Dollars ($2,000,000) as the

combined single limit for each occurrence of negligence or intentional misconduct for acts of professional

liability or malpractice related to this Agreement. Professional Liability Insurance, if written on a "claims

made" basis, shall further be maintained for four [4] years after the term of this Agreement.

In the event that the CONSULTANT shall fail to comply with the requirement of insurance provision, the

TPO is authorized, but in no event shall be obligated, to purchase such insurance, and the TPO may bill the

CONSULTANT or deduct the cost of the aforesaid insurance from the billings to the TPO by the

CONSULTANT. The CONSULTANT shall immediately forward (within thirty (30) days of the receipt of an

invoice from the TPO) funds to the TPO in full payment for said insurance. Failure to pay as provided shall

be subject to the charge of interest at the then highest legal rate permitted by law. It is expressly agreed

that neither the provision of the insurance referred to the TPO nor the TPO’s acceptance of the terms,

conditions or amounts of any insurance policy shall be deemed a warranty or representation as to

adequacy of such coverage.

B. Insurance Administration: 1. Occurrence basis. All policies, except professional liability insurance and workers’

compensation, shall be written on an occurrence and not a claims‐made basis.

2. Coverage amounts. The coverage amounts set forth above may be met by a combination

of underlying and umbrella policies so long as, in combination, the limits equal or exceed those stated.

3. Named insured. All policies, except for workers’ compensation policies, shall name the TPO

as an “additional insured.” Each policy which is to be endorsed to add the TPO as an additional insured,

shall contain cross‐liability wording as follows:


39

"In the event of a claim being made hereunder by one insured for which another insured is or may be liable, then this policy shall cover such insured against whom a claim is or may be made in the same manner as if separate policies had been issued to each insured hereunder."

4. Evidence of insurance. Copies of all insurance policies with the terms/endorsements and

designations of “additional insured” are required by this Agreement for each insurance policy required to

be obtained by the CONSULTANT in compliance with this section, along with written evidence of payment

of required premiums, shall be filed and continuously maintained with the TPO during the term of

Agreement hereunder and prior to commencement of all projects, tasks, or work hereunder. The filing of a

certificate of insurance with the TPO shall not be interpreted as being in compliance with the foregoing

requirements. The CONSULTANT shall immediately advise the TPO of any claim or litigation that may result

in liability to the TPO.

5. Cancellation of policies of insurance. All insurance policies maintained pursuant to this

Agreement shall contain the following endorsement:

"At least thirty (30) days prior, written notice shall be given to the Space Coast Transportation Planning Organization, or successor hereof, by the insurer of any intention not to renew such policy or to cancel, replace or materially alter same."

6. Insurance companies. All insurance shall be effected under valid and enforceable policies,

insured by insurers licensed to do business by the State of Florida Insurance Commission, or said

Commissioner’s successor, or surplus line carriers on the State of Florida Insurance Commissioner's

approved list of companies qualified to do business in the State of Florida. All insurance carriers and

surplus line carriers shall be rated A+, with a financial quality of VII, or better by A.M. Best Company.

7. Deductibles. All insurance policies may be written with deductibles, not to exceed Twenty‐

Five Thousand Dollars ($25,000) unless approved in advance by the TPO. The CONSULTANT agrees to

indemnify and save harmless the TPO from and against the payment of any deductible and from the

payment of any premium on any insurance policy required to be furnished by this Agreement.

8. Sub‐contractors. The CONSULTANT shall require that each and every one of its sub‐

contractors and their sub‐subcontractors, who perform work related to this Agreement shall carry, in full

force and effect, workers’ compensation, comprehensive general public liability, professional liability and

automobile liability insurance coverage’s of the type which the CONSULTANT is required to obtain under

the terms of this sub‐section, with appropriate limits of insurance, all naming the TPO as an additional


40

insured. Copies of sub‐consultant insurance policies shall be promptly filed with the TPO by the

CONSULTANT promptly after the signing of a contract between the CONSULTANT and the sub‐consultant.

9. If the CONSULTANT, or a sub‐consultant, fails to pay for all insurance due and as required

above, the TPO may, but shall not be obligated to, pay the same, and upon written request the

CONSULTANT shall promptly reimburse the TPO for the cost of said insurance. If the CONSULTANT does

not reimburse the TPO, subject to the 15‐day grace period, the CONSULTANT shall be in material default of

this Agreement and, in addition to all other remedies available at law or under this Agreement, the TPO

may, but is not obligated to take such measures as the TPO deems appropriate to obtain and pay for such

insurance. Upon written request, the CONSULTANT shall immediately reimburse the TPO for the amount

thereof (including all interest imposed by the assessing agency for late or non‐payment of insurance and

penalties attributable thereto) plus interest, all at the then highest legal rate of interest.

C. Indemnification. The CONSULTANT shall indemnify the TPO and hold the TPO harmless from

and against all costs, liabilities, expenses, losses, claims, damages, injuries (including death) or obligations

pertaining to this Agreement and any work related or arising from this Agreement, including but not limited

to bodily injury (including death), malpractice, or property damage, or otherwise arising out of actions or

omissions of the CONSULTANT, a sub‐consultant, or other person or legal entity, taken to implement the

accomplishment of the tasks set forth in this Agreement, and not caused by the sole, negligence or,

intentional misconduct of the TPO. The CONSULTANT shall indemnify the TPO and hold the TPO harmless

from and against any fine, penalty, liability, or cost arising out of the CONSULTANT's (or sub‐consultant)

violation of this Agreement or violation of any law, ordinance, rule, or governmental regulation applicable

to any work or tasks performed or omitted to be performed pursuant to this Agreement or arising

therefrom. The TPO and the CONSULTANT agree that the indemnification set forth in this Paragraph

includes reasonable attorneys’/paralegals’ fees incurred by the TPO due to the matters covered by this

indemnification.

D. Defense of the TPO. In the event any action or proceeding shall be brought against the TPO by

reason of any matter for which the TPO is indemnified hereunder, the CONSULTANT shall, upon notice

from the TPO, at the CONSULTANT's sole cost and expense, resist and defend the same with legal counsel

mutually selected by the CONSULTANT and the TPO; provided, however, that the CONSULTANT shall not

admit liability in any such matter on behalf of the TPO without the written consent of the TPO and

provided, further, that the CONSULTANT shall not admit liability for, nor enter into any compromise or

settlement of, any claim for which it is indemnified hereunder, without the prior written consent of the

CONSULTANT.


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All provisions of sub‐sections C and D shall survive the termination of this Agreement.

SECTION XXII ‐ QUALITY CONTROL

The CONSULTANT warrants a high level of quality control and accuracy. The TPO may request

additional data collection or re‐analysis of data at no expense to the TPO. If the original data collection or

data analysis is found to be accurate and reasonable, the CONSULTANT shall be compensated for the

additional work in accordance with Section IV of this Agreement. The foregoing sentence shall survive the

termination of this Agreement.

The CONSULTANT acknowledges that the TPO will periodically evaluate the CONSULTANT'S

performance and that the evaluation will be used by the TPO in determining the CONSULTANT'S

qualifications for future contracts with the TPO.

SECTION XXIII ‐ NON EXCLUSIVE AGREEMENT

The parties acknowledge that this agreement is not an exclusive agreement and the TPO may

employ other engineers, planners, professional or technical personnel to furnish services for the TPO, as

the TPO, in its sole discretion, finds is in the public interest.

The TPO reserves the right to assign such work to the CONSULTANT as it may approve in the sole

discretion of the TPO.

SECTION XXIV ‐ INTEREST OF CONSULTANT

The CONSULTANT covenants that it presently has no conflict of interest and shall not acquire any

interest, direct or indirect, which shall conflict in any manner or degree with the performance of services

required to be performed under this Agreement. The CONSULTANT further covenants that in the

performance of this Agreement, no person having any such interest shall be employed. No member, officer,

or employee of the TPO either during his or her tenure or for one year thereafter shall have any interest,

direct or indirect, in this Agreement or the proceeds thereof.

SECTION XXV– USE OF FEDERAL FUNDS

No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned,

to any person for influencing or attempting to influence an officer of employee of any agency, a Member of

Congress, an office or employee of Congress, or an employee of a Member of Congress in connection with

the awarding of any Federal contract, the making on any Federal grant, the making of any Federal loan, the

entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or

modification of any Federal contract, grant, loan or cooperative agreement.


42

If any funds other than Federal appropriated funds have been paid or will be paid to any person for

influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an

officer or employee of Congress, or an employee of a Member of Congress in connection with the Federal

contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form

LLL, “disclosure Form to Report lobbying”, in accordance with its instructions.

This certification is a material representation of fact upon which reliance is placed when this

transaction was made or entered into. Submission of this certification is a prerequisite for making or

entering into this transaction imposed by section 1352, title 31, U.S. code. Any person who fails to file the

required certification shall be subject to a civil penalty of not less than $10,000 and not more than

$100,000 for each such failure.

SECTION XXVI‐ NONDISCRIMINATION

(a) Compliance with Regulation. The TPO and the CONSULTANT shall comply with the

regulations of U.S. Department of Transportation relative to non‐discrimination in federally

assisted programs of the U.S. Department of Transportation, which are herein incorporated

by reference and made a part of this Agreement.

(b) Nondiscrimination. The TPO and the CONSULTANT, with regard to the work performed by it

after award and prior to completion of the contract work will not discriminate on the

grounds of race, color, religion, sex or national origin in the selection and retention of

contractor and subcontractors, including procurements of material and leases of

equipment. The TPO and the CONSULTANT will not participate either directly or indirectly in

the discrimination prohibited by Federal regulations. The TPO shall comply with the

regulations of the U.S. Department of Transportation relative to non‐discrimination in

federally assisted programs of the U.S. Department of Transportation, which are herein

incorporated by reference and made a part of the contract.

The TPO, in accordance with Title VI of the Civil Rights Act of 1964, 42 USC 2000d et. Seq., and 49 CFR Part 21, Nondiscrimination in Federally‐Assisted Programs of the Department of Transportation issued pursuant to such Act, hereby provides notice that it will affirmatively insure that in any contract entered into pursuant to this Agreement, minority business enterprises must be afforded full opportunity to submit proposals and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.

(c) Solicitations for subcontracts, including procurement of materials and equipment. In all


43

solicitations made by competitive bidding or negotiation for work to be performed under a

subcontract, including procurement of materials and leases of equipment, each potential

subcontractor, supplier, or lessor shall be notified of obligations under this contract and the

regulations relative to nondiscrimination on the grounds of race, color, disability, religion,

sex, or national origin.

(d) The TPO will take such action with respect to any subcontract or procurement as the

Federal Highway Administration (FHWA) may direct as a means of enforcing such provision,

including sanctions for noncompliance; provided, however, that, in the event the TPO

becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a

result of such direction, the TPO may request the State to enter into such litigation to

protect the interests of the State, and, in addition, may request the United States to enter

into such litigation to protect the interests of the United States.

SECTION XXVII – DISADVANTAGED BUSINESS ENTERPRISE (DBE):

The CONSULTANT and its contractors agree to ensure that Disadvantaged Business Enterprises

as defined in 49 CFR Part 26, as amended, have the maximum opportunity to participate in the

performance of this Agreement. In this regard, all recipients, and contractors shall take all necessary and

reasonable steps in accordance with 49 CFR Part 26, as amended, to ensure that the Disadvantaged

Business Enterprises have the maximum opportunity to compete for and perform contracts.

SECTION XXVIII ‐ ENTIRETY OF AGREEMENT

This writing, together with written requests for work and signed Notices to Proceed that may

follow, embody the entire agreement and understanding between the parties hereto, and there are not

other agreements and understandings, oral or written, with reference to the subject matter hereof that

are not merged herein.

No alteration, change, or modification of the terms of this Agreement shall be valid unless made

in writing, signed by both parties hereto as an addendum to this Agreement, or as specifically prescribed

in a written request for work.

This Agreement, regardless of where executed, shall be governed by and construed according to

the laws of the State of Florida.

Nothing contained in this Agreement is intended to, or shall be construed in any manner, as

creating or establishing the relationship of employer/employee between the parties or a joint venture.

The CONSULTANT shall at all times remain an “independent contractor” with respect to the services to

be performed under this Agreement. The TPO shall be exempt from payment of all Unemployment


44

Compensation, FICA, retirement, life and/or medical insurance and Workers’ Compensation Insurance,

as the CONSULTANT is an independent contractor.

Other than the U.S. Department of Transportation and the Florida Department of

Transportation, there are no implied or express third party beneficiaries of this Agreement.

SECTION XXIX – VENUE

Venue for any dispute shall be located in state court in Brevard County, Florida, or in Federal

court in the U.S. District Court for the Middle District of Florida. The CONSULTANT waives venue in any

other location and agrees to the bringing of suit involving this Agreement only in the locale set forth

above. The parties agree that this location venue is the most convenient to the parties; that Brevard

County is where the contract is made; that the governmental agency is headquartered in Brevard

County; that the costs of litigation will be less in the venue selected; and the greatest number of

witnesses are located conveniently in this venue.

SECTION XXX – REQUIRED FEDERAL DISCLAIMER

The CONSULTANT agrees that it shall display the following disclaimer on all reports generated by

the CONSULTANT:

The preparation of this report has been financed in part through grant[s] from the Federal Highway Administration and Federal Transit Administration, U.S. Department of Transportation, under the State Planning and Research Program, Section 505 [or Metropolitan Planning Program, Section 104(f)] of Title 23, U.S. Code. The contents of this report do not necessarily reflect the official views or policy of the U.S. Department of Transportation.

SECTION XXXI – SEVERABILITY

The parties hereto agree that the provisions of this Agreement are severable. If any provision of this

Agreement is held invalid or unconstitutional for any reason, the remainder of this Agreement shall

be effective and shall remain in full force and effect, unless amended or modified by mutual consent of the

parties.

‐‐This section intentionally left blank.—


45

IN WITNESS WHEREOF, the parties have hereunto set their hands and seals this _________ day

of ___________________, 2015.

SPACE COAST TRANSPORTATION PLANNING ORGANIZATION An agency of the State of Florida organized and operating Pursuant to Section 339.175, Florida Statutes

Jerry Allender Name Signature Space Coast TPO Chairman Title ATTEST: Bob Kamm, SCTPO Executive Director (SEAL) CONSULTANT: By: (Authorized Signature) (Print Full Name) Title Name of Firm Mailing Address Phone Number

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