Page 1 of 36 MPO Mobility Plan RFQ2019-3107 REQUEST FOR QUALIFICATIONS (RFQ) 2019-3107 Martin County Board of County Commissioners 2401 S.E. Monterey Road Stuart, Florida 34996 (772) 288-5481 pur_div@martin.fl.us www.martin.fl.us In accordance with Florida Statutes, Section 287.055 Consultant's Competitive Negotiations Act (CCNA), the Board of County Commissioners, Martin County, Florida, is soliciting Requests for Qualifications for: MOBILITY PLAN AND FEE STUDY FOR MARTIN METROPOLITAN PLANNING ORGANIZATION (MPO) Sealed responses will be received at the 1 st Floor Reception Desk at the above address until 2:30 PM local time, on December 19, 2018. The basic RFQ document is available at www.martin.fl.us. Type “bids” in the Search field then click on Bid Search. Funds for this project are derived from federal grants and therefore the successful contractor must comply with federal guidelines. The complete bid document may be downloaded from www.demandstar.com (online bidding site). Martin County is an equal opportunity/affirmative action employer. By order of the Board of County Commissioners of Martin County, Florida. Publish: The Stuart News November 21, 2018 www.demandstar.com November 16, 2018 Page 2 of 36 MPO Mobility Plan RFQ2019-3107 TABLE OF CONTENTS 1. Scope of Services 2. Criteria for Selection 3. Form of Submittal 4. Additional Information 5. Sample Contract ATTACHMENTS 1. Federal 3 rd Party Contract Provisions 2. Terms for Federal Aid Contracts 3. Title VI Policy Statement 4. Truth In Negotiation Certificate 5. Bid Opportunity List 6. Certification Regarding Lobbying 7. Certification Regarding Debarment 8. Certification of Non-Collusion 9. Drug Free Workplace Certification 10. Public Entity Crimes Statement 11. E-Verify Page 3 of 36 MPO Mobility Plan RFQ2019-3107 SCOPE OF SERVICES The Scope of Services for this project includes a series of tasks for the development and evaluation of alternatives for a Mobility Fee. Based on the information provided in the RFQ, the CONSULTANT will provide information on how to develop the tasks, identified in Task 1 through Task 8. The study area encompasses the Metropolitan Planning Organization (MPO) Planning Area which is also the Martin County boundary. Introduction For urbanized areas exceeding a population of 50,000, the existence of a MPO is necessary to meet federal requirements for obtaining and expending federal transportation funds. Specifically, the federal government requires that each urbanized area, as a condition to the receipt of federal capital or operating assistance, have in place a continuing, comprehensive and cooperative (3-C) planning process for transportation projects. This 3-C process must result in plans and programs consistent with the comprehensive growth management plan. The MPO has prepared a Scope of Services to hire a CONSULTANT team (hereby known as the CONSULTANT) that has expertise in public finance, law, transportation, land use, and comprehensive planning to provide services for an MPO Planning Area Mobility Fee Study. The Study shall consist of developing and evaluating alternatives for a Mobility Plan and Fee that will adequately fund capital transportation improvements including; but not limited to, roadways, sidewalks, bike lanes, greenways and trails, shared-use pathways, pedestrian/bicycle bridges and public transit improvements and/or operation costs, including vehicles, shelters, benches, bike racks, solar lighting, trash receptacles and signage (hereby known as the Capital Transportation Improvements). The Study will evaluate the prospect of Martin County transitioning from the existing Roadway Impact Fees and Transportation Concurrency requirements to a Mobility Fee. Background The MPO is an independent organization responsible for the planning and programming of all federal and state transportation funds for all of Martin County. The MPO is the primary forum where local governments and citizens voice concerns, identify priorities, and plan for improvements to all modes of transportation – roadway, public transit, and bicycle and pedestrian facilities. The MPO Policy Board is comprised of elected officials representing Martin County (4), the City of Stuart (2), and the Town of Sewall’s Point (1) and one non-voting elected official from Indiantown. The MPO Planning Area is synonymous with the Martin County boundary. The MPO Board is supported by several advisory committees that include technical staff as well as citizen representatives that review information and make recommendations to the Board. The organization has a small staff of transportation planning professionals that support, coordinate and complete the transportation planning activities undertaken by the MPO Board and committees. The MPO currently operates under signed joint participation and interlocal agreement with all member governments. The 2040 Long Range Transportation Plan (LRTP) contains the Martin 2040 Cost Feasible Plan (CFP), a multimodal plan that utilizes funding sources traditionally designated only for roadway improvements to fund projects including roadway needs, public transit, and non-motorized transportation projects identified in the Needs Plan. In addition, the MPO developed the Bicycle, Pedestrian and Trails Master Plan adopted by the MPO Policy Board in December 2017. This comprehensive Master Plan addresses Page 4 of 36 MPO Mobility Plan RFQ2019-3107 gaps in the non-motorized network and recommends a list of facility enhancements. The Martin LRTP Map Series are included in the Martin County Comprehensive Growth Management Plan’s Transportation Element. The Martin MPO’s FY 2018/19-2019/20 Unified Planning Work Program identifies the prospect of Martin County adopting a Mobility Fee which could potentially replace Roadway Impact Fees and Transportation Concurrency requirements. The intent of the Mobility Fee is to provide a funding mechanism to adequately fund Capital Transportation Improvements. Roadway impact fees currently apply Countywide in both the incorporated and unincorporated areas. It is anticipated that implementation of a Countywide mobility fee would require interlocal agreements between the County and all local governments to adopt comprehensive growth management plan amendments and possible zoning code revisions. House Bill 319, passed by the Florida Legislature in 2013, established Mobility Plans and associated Fee as a means to mitigate the transportation impacts and fund multimodal improvements found in State Statutes 163.3180. TASK 1: MEETING AND PRESENTATIONS CONSULTANT will conduct several meetings in Martin County to discuss findings and proposed direction for subsequent work. The meetings envisioned to address the following general sequence of topics including the following: 1. Kickoff/Initial Concepts with key staff from the Martin MPO, Martin County Public Works Department and Growth Management Department to review scope and schedule, data needs, stakeholder approach, internal “upstream” communications needed, and prepare for Mobility Fee Stakeholder Committee kickoff meeting. A Mobility Fee Stakeholder Committee will be established and maintained through the course of the study in order to monitor and provide input into the study and evaluate deliverables produced by the CONSULTANT. Members of the Mobility Fee Stakeholder Committee will include: a. MPO Administrator and/or designee b. County Engineer c. Growth Management Director d. Senior Financial Analyst e. Martin County local government municipalities including Martin County, Stuart, Sewall’s Point, Jupiter Island, Ocean Breeze and Indiantown f. Florida Department of Transportation (FDOT) Representative g. Martin/Stuart Chamber of Commerce Representative h. Legal Representative 2. Kickoff meeting with Mobility Fee Stakeholder Committee: Why the study is being done, study objectives, scope/schedule, early concepts/goals discussion and who will be involved. 3. Meet with Mobility Fee Stakeholder Committee to review best practices and initial findings of three different analysis and approaches to mobility funding and review CONSULTANT’s recommendation. 4. Meet with Mobility Fee Stakeholder Committee to make any changes, review the “Mobility Fee Alternatives Report” and prepare for stake holder and/or public meetings. 5. MPO Advisory Committee Meetings Page 5 of 36 MPO Mobility Plan RFQ2019-3107 6. MPO Policy Board Regular Meeting In addition, it is anticipated up to four (4) presentation/workshops with stakeholder groups, elected official or senior Martin County staff; including Martin County, Stuart, Sewall’s Point, Jupiter Island, Ocean Breeze and Indiantown. Deliverables: CONSULTANT will prepare several PowerPoint presentations, agendas and handout materials to be used during meetings and workshops. These presentations will illustrate recommendations towards a mobility fee in a user-friendly manner and will include a “Mobility Fee Alternatives Report” identifying the comparisons between the three different approaches to mobility funding. These materials will be provided for review by Martin MPO staff in accordance with the project schedule. TASK 2: COORDINATION / OUTREACH CONSULTANT shall develop a coordination/outreach plan to be utilized throughout the development of the Mobility Fee Study. The plan shall identify the specific public participation processes to be used throughout the study, including outreach procedures, suggested meeting formats, and the utilization of feedback and comments throughout the study. The participation will involve engaging local governments in a series of workshops including Martin County, Stuart, Sewall’s Point, Jupiter Island, Ocean Breeze and Indiantown. Two public open houses will be facilitated to obtain local government and public input to further the study. Deliverables: Technical Memorandum #1 (TM 1): Summary of Coordinated Outreach of Local Government and Public TM 1 shall identify the specific public participation procedures to be utilized throughout the project, marketing and meeting announcement procedures, the proposed plan for consensus-building workshops and consensus-building techniques to be employed, and the types of documentary materials to be developed for public consumption during the completion of the study. A draft TM 1 will be circulated to the Martin MPO Staff for review and submittal of comments. A revised TM 1 including consolidated comments will be developed by the CONSULTANT and provided in the form of one electronic copy. TASK 3: DATA COLLECTION Task 3.1 – Data Collection CONSULTANT will identify data needed to support the Mobility Fee and will collect baseline data of all available data files from Martin MPO and local governments, including Martin County, Stuart, Sewall’s Point, Jupiter Island, Ocean Breeze and Indiantown. Data should include the following:  Trip characteristic variables for existing and future land uses;  Existing inventory and planned improvements of roadway infrastructure, including number of lanes, right of way, most recent traffic counts, adopted Level of Service (LOS), and existing LOS;  Population, employment, and travel growth forecast from the MPO transportation planning process;  Existing inventory and planned bicycle and pedestrian facilities, including sidewalks, bike lanes, greenways and trails, shared-use pathways, and pedestrian/bicycle bridges;  Existing inventory and planned public transit infrastructure, routes, ridership and headways of Page 6 of 36 MPO Mobility Plan RFQ2019-3107 Martin County’s Public Transit (Marty) and Stuart Tram; other National Transit Database (NTD) information reported by Marty, as well as capital and operational needs, including vehicles, shelters, benches, bike racks, solar lighting, trash receptacles and signage;  Recent road improvements, public transit service expansion, bike facility and sidewalk construction;  FDOT inventory of State Highway/Strategic Intermodal Systems facilities;  Most current Martin County adopted Five Year Capital Improvement Program;  Martin County Road Impact Fee program and Transportation Concurrency requirements;  Martin County Comprehensive Growth Management Plan;  Municipal Comprehensive Plans, including Stuart, Sewall’s Point, Jupiter Island, Ocean Breeze and Indiantown;  Martin County Transit Development Plan (TDP) and current coordination with one under way;  Martin MPO 2040 Long Range Transportation Plan (LRTP);  Martin MPO adopted Five Year Transportation Improvement Plan (TIP);  Martin MPO Bicycle, Pedestrian & Trails Master Plan;  Martin County Parks and Recreation Master Plan;  Martin MPO Bicycle and Pedestrian Safety Action Plan; and  Bike path and sidewalk inventory. Task 3.2 – Financial Data Collection CONSULTANT will identify financial data needed to support the Mobility Fee and will collect baseline data from Martin MPO and local governments, including Martin County, Stuart, Sewall’s Point, Jupiter Island, and Indiantown. Data should include the following:  Existing transportation funding sources, including: o historical data; o amount by funding source; and o availability through 2045  Alternative and innovative transportation funding sources  Capital and operating funding sources and amount by source  Records of roadway impact fee collections, and expenditures  Roadway, public transit, bicycle and pedestrian construction costs, and operating costs per mile or hour for public transit services. This cost information will be coordinated with the existing Long Range Transportation Plan (LRTP) and/or any LRTP updates in progress at the time.  Data relating to revenues from existing sources to provide system capacity (e.g. roadway impact fees, gasoline taxes, sales taxes, ad-valorem taxes), and to estimate future revenues from existing and potential revenue sources (e.g. ad-valorem based taxes, and unused but available gas tax). These revenues will include revenues available to public transit and revenues from Federal, State and County sources and elaborate how they will be handled. Task 3.3 – Analysis of Assembled Data CONSULTANT will evaluate the data assembled is Task 3.1 and 3.2 and resulting values will be recommended for application in the mobility fee analysis and include the estimation of transportation improvement costs to meet future demand. The above data will be analyzed and summarized for application by the geographic market area, by mode of travel, and by land use or incentive basis. Deliverables: Technical Memorandum #2 (TM 2): Data Compilation and Review Page 7 of 36 MPO Mobility Plan RFQ2019-3107 TM 2 will provide detailed information on how the data was developed, how the data was analyzed for developing alternatives for a Mobility Plan and Fee and quality checked for accuracy and consistency. A draft TM 2 will be circulated to the Martin MPO Staff for review and submittal of comments. A revised TM 2 including consolidated comments will be developed by the CONSULTANT and provided in the form of one electronic copy. TASK 4: GOALS AND OBJECTIVES CONSULTANT will develop and use Goals and Objectives specially developed for the Mobility Plan and Fee study to guide them through the Mobility Plan and Fee process. CONSULTANT will ensure the Goals and Objectives are consistent with the following subtasks: Task 4.1: Cost Projections CONSULTANT shall develop and evaluate alternatives for a Mobility Plan and Fee that will adequately fund Capital Transportation Improvements. CONSULTANT will estimate the available capacity of existing transportation infrastructure, including roadways, public transit, sidewalk, and bike lanes. CONSULTANT will estimate the future capacity needed by using data sources that are identified in Task 3 Data Collection. The Cost of adding transportation capacity will be based on available local data (historical projects, as well as planned transportation capacity) and data from other jurisdictions. This information could include the addition of new roadways, widening of existing roadways, improving the operational efficiency of roadways, addition of new public transit lines/routes, increasing the public transit headways, connecting the gaps in sidewalks, bike lanes, greenways and trails. Task 4.2: Geographic Districts CONSULTANT shall review and analyze the information in Task 6 Geographic District Areas and determine how the Mobility Plan and Fee would apply geographically for the three alternatives under Task 7 Develop Mobility Fee Alternative. Task 4.3: Impact Fee vs. Mobility Fee CONSULTANT shall evaluate the prospect of Martin County transitioning from the existing Roadway Impact Fees and Transportation Concurrency requirements to a Mobility Fee by using the information gathered in this Scope of Services to formulate a Mobility Plan and associated Mobility Fee. The Mobility Fee should be designed to provide mobility needs, ensure that development mitigates its impacts proportionately, fairly distribute the fee among the governmental entities that maintain the impacted “roadways”, and promote compact, mixed-use, and energy efficient development. Task 4.4: Geographic Information System (GIS) Mapping and Database CONSULTANT may be required to assist in the development of various maps, graphics and databases for project presentation and documentation using ArcGIS, Microstation, AutoCAD and other graphics and database software. Task 4.5: MPO Review and Revisions CONSULTANT, with input provided by the Mobility Fee Stakeholder Committee and MPO Advisory Committees, shall submit a draft set of the Mobility Fee Alternatives for review by MPO staff early in the study development. Task 4.6: Technical Memorandums CONSULTANT shall provide an outline and summary of the Technical Memorandums that document the development of the Mobility Plan and Fee Study, the alternatives, the geographical boundaries that Page 8 of 36 MPO Mobility Plan RFQ2019-3107 establish mobility districts, the public participation component utilized to obtain comments and feedback regarding the Mobility Fee Study, and include revisions made to each of the Technical Memorandums for the Mobility Fee Study. TM 1 - Summary of Coordinated Outreach of Local Government, TM 2 - Data Compilation and Review and will not be considered final until they have been approved by the MPO Staff. In addition, the TM 4 Best Practices and TM 6 Develop Mobility Plan and Fee Alternatives will not be considered final until they have been approved by the MPO Staff and the Mobility Fee Stakeholder Committee. And finally, TM 3 List of Goals and Objectives, TM 5 Geographic District Areas and TM 7 Final Report will not be considered final until they have been approved by the MPO Staff, Mobility Fee Stakeholder Committee, MPO Advisory Committees and the MPO Policy Board. Deliverables: Technical Memorandum #3 (TM 3): List of Goals and Objectives TM 3 will provide detailed information on how the data was developed and quality checked for accuracy and consistency. A draft TM 3 will be circulated to the Martin MPO Staff, Mobility Fee Stakeholder Committee, MPO Advisory Committees and the MPO Policy Board for review and submittal of comments. A revised TM 3 including consolidated comments will be developed by the CONSULTANT and provided to the Martin MPO staff in the form of one electronic copy. TASK 5: BEST PRACTICES Task 5.1: Real World Examples CONSULTANT will seek out and obtain information on real world best practices of other similar areas that use mobility fees showing costs, calculations, and benefits for representative parcels of different geographic areas (The information will include adopted and calculated mobility fee rates and summary of total mobility fees). The information should include “before” and “after” comparison of those areas that have transitioned from roadway impact fees to mobility fees. Task 5.2: Mobility Fund Research Research options for funding multi-modal transportation improvements. CONSULTANT will perform a study in sufficient detail that will enable the CONSULTANT to evaluate and recommend working concepts and methodologies for application of a mobility plan and fee. Minimally, each option considered should include financial analysis and legal sufficiency. Deliverables: Technical Memorandum #4 (TM 4): Best Practices TM 4 will be a report summarizing five (5) best practices from similar Counties where a mobility fee is collected to fund the capital costs of multi-modal transportation improvements in similar Counties. A draft TM 4 will be circulated to the Martin MPO Staff and the Mobility Fee Stakeholder Committee for review and submittal of comments. A revised TM 4 including consolidated comments will be developed by the CONSULTANT and provided in the form of one electronic copy. TASK 6: GEOGRAPHIC DISTRICT AREAS CONSULTANT will provide information on the Martin County geographical areas of urban, suburban and rural areas and evaluate the possibility of creating differential fees, by geographic areas that mirror the County’s Primary and Secondary Urban Service District Areas to establish Mobility Districts. Task 6.1 – Geographical Data Collection CONSULTANT will review the geographical boundaries and densities of the urban, suburban and rural areas to be used in developing Mobility Districts for each of the alternatives for the Mobility Plan and Fee. The data should be sorted and analyzed by the geographic district areas, by mode of travel, and by Page 9 of 36 MPO Mobility Plan RFQ2019-3107 land use or incentive basis. CONSULTANT will evaluate the projected population and employment within Martin County to access growth within the County using data from the Martin County Transportation Analysis Zones (TAZs) and the 2040 Long Range Transportation Plan. Deliverables: Technical Memorandum #5 (TM 5): Evaluation of Geographical Areas TM 5 will compile and evaluate the data assembled in this task and resulting values to recommend creating Mobility Districts to evaluate different fees by geographic areas for each of the Mobility Fee alternatives. A draft TM 5 will be circulated to the Martin MPO Staff, Mobility Fee Stakeholder Committee, MPO Advisory Committees and the MPO Policy Board for review and submittal of comments. A revised TM 5 including consolidated comments will be developed by the CONSULTANT and provided in the form of one electronic copy. TASK 7: DEVELOP MOBILITY PLAN AND FEE ALTERNATIVES CONSULTANT shall develop and assist the Martin MPO in evaluating alternatives for an economically viable and legally sound mobility plan and funding program that would adequately fund the Capital Transportation Improvements. CONSULTANT shall prepare three different approaches (alternatives) to a mobility funding program including a comprehensive benefit analysis and include the following for each of the three approaches: Task 7.1: Research and Evaluate The Study will evaluate the prospect of Martin County transitioning from the existing Roadway Impact Fees and Transportation Concurrency requirements to a Mobility Fee. Following the CONSULTANT’s developing the alternatives described below, the CONSULTANT shall make a recommendation to the most appropriate apportionment methodology that is consistent between the study’s goals and the Martin MPO’s LRTP goals. The mobility plan and fee strategy should establish funding mechanisms that are consistent with the development densities and mobility strategies defined for each geographic area. Task 7.2: Working Concepts CONSULTANT will perform a study in sufficient detail that will enable the CONSULTANT to evaluate and recommend working concepts and methodologies for application of a mobility fee. Minimally, each option considered should include financial analysis and legal sufficiently. Financial Strategies and alternative preliminary mobility fees, calculated methodology, and fee schedule will be developed for example land uses. 1. Financial Planning Criteria.  Adequacy - Allows for a sufficient amount of available or dedicated resources to meet requisite funding required for completion of the mobility strategies including roadway, public transit, bicycle and pedestrian facilities and any necessary capital infrastructure improvements and/or public transit operational costs.  Sustainability - Financing strategy defines viable instruments and revenue sources required to meet the requisite capital costs, inclusive of interest and inflation.  Equitability - Provides an equitable or reasonable allocation of costs commensurate with private and public sector benefits based upon preliminary estimates of financial impacts and costs of the mobility funding program on user groups and County stakeholders.  Administrative Manageability - Allows for acceptable levels of coordination, implementation, and administrative costs for the funding mechanism(s) and provides for reasonable capital cost contingencies and/or public transit operational costs. Page 10 of 36 MPO Mobility Plan RFQ2019-3107  Financial Market Acceptability - Addresses adequate revenue sources or guarantees required to satisfy both bond market acceptance. 2. Legal Basis including Florida Statue Reference and any legal challenges to the approach 3. Analysis of impact of future year development or transportation changes on the approach. Deliverables: Technical Memorandum #6 (TM 6): Mobility Fee Alternatives TM 6 will provide a report summarizing the three (3) different approaches and providing findings of the mobility plan analyses, documenting the fee calculation methodology, and presenting a fee schedule for each approach for each of the recommended Mobility Districts. The report shall make a recommendation to the most appropriate apportionment methodology that achieves the goals and objectives of this study and the goals and objectives of the Martin MPO’s LRTP. A draft TM 6 will be circulated to the Martin MPO Staff and the Mobility Fee Stakeholder Committee for review and submittal of comments. A revised TM 6 including consolidated comments will be developed by the CONSULTANT and provided in the form of one electronic copy. TASK 8: FINAL REPORT CONSULTANT shall prepare a full report detailing all of the information developed during the study, summarizing the findings of the analyses, documenting the fee calculation methodology for each funding approach, and presenting a fee schedule. The report shall also include a description of all of the mobility strategy funding options considered and the benefits and shortcomings for each option. The report shall identify and recommend to the Martin MPO the mobility funding program that is most appropriate to prospect implementing each of the three approaches. The report shall include the justification to support each of the recommendations. The report shall include, but not be limited to, the following: 1. A brief executive summary setting forth the key aspects of the planning process and the final recommendation. 2. Summary of background information and data. 3. Summary and analysis of the public participation process. 4. Inventory of existing facilities. 5. Roadway, public transit, bicycle and pedestrian construction costs, and operating costs. 6. Summary and analysis of the Geographic District determination. 7. Analysis of methodology and costs associated with the three funding alternatives 8. Benefits and shortcomings for each alternative. 9. Analysis of final recommendation and justification to support the recommendation. 10. Legal Basis including Florida Statue Reference and any legal challenges to the approach in the final recommendation. 11. Discussion of other considerations and recommendations that may be considered in pursuing the transition from the existing Roadway Impact Fees and Transportation Concurrency requirements to a Mobility Fee. 12. Analysis of future needs and an outline of the steps required to implement the recommendations. 13. Submittal of the entire technical memorandums reviewed and approved by MPO Staff and the Mobility Fee Stakeholder Committee. CONSULTANT will prepare ten (10) digital copies of the final report for MPO approval. Ten (10) bound copies of the approved final report and twenty-five (25) copies of the approved executive Page 11 of 36 MPO Mobility Plan RFQ2019-3107 summary will be provided, as well as one (1) digital .pdf copy of each for inclusion on the MPO website, email distribution, and future reproduction. All documents will also be provided in their native electronic form, including GIS shapefiles, Excel and Word documents, In-Design and Illustrator. Deliverables: Technical Memorandum No # 7 (TM 7): Final Mobility Plan and Fee Study for Boundary of Martin County TM 7 will provide detailed information on all the information developed during the study, summarizing the findings of the analyses, documenting the fee calculation mythology for each funding approach, presenting a fee schedule, including a description of all the mobility strategy funding options considered on how the data was developed and quality checked for accuracy and consistency. A draft TM 7 will be circulated to the Martin MPO Staff, Mobility Fee Stakeholder Committee, MPO Advisory Committees and the MPO Policy Board for review and submittal of comments. A revised TM 7 including consolidated comments will be developed by the CONSULTANT and provided to the MPO Staff in a form of one electronic copy. Where appropriate, the MPO and the CONSULTANT may agree to utilize electronic mail for the timely, cost-effective submission of interim work products and data files. The MPO and the CONSULTANT will utilize an Internet email account with binary attachment capability as appropriate to reduce costs and time for work product submissions and reviews. All recommendations resulting from work performed under this RFQ must first be reviewed by the CONSULTANT’s legal counsel for compliance with all applicable laws. Proof of such review must be submitted with recommendations. NEXT STEPS Next Steps will likely include the following tasks: 1. Benefit Study to support recommended methodology of funding: study is intended to explain to the property owner the benefits and costs of the new program. 2. Draft Enabling Documents: includes drafting the resolutions, new or revised Martin County Land Development Regulations, and ordinances necessary to adopt and implement the elements of the funding program. 3. Martin County review of documents 4. Presentation of Resolutions/Ordinances to Martin County Board of Commissioners 5. Martin County Board of Commissioners adopts method 6. Incorporation into development process 7. Fee collection Experience and Qualifications CONSULTANT shall have substantial and relevant experience and prior exposure in:  Developing Mobility Plan and Fee Analyses for other clients that are comparable in size and characteristics to Martin County.  Statutory and home rule special assessment and other local government revenue development programs, including programs to finance capital project costs and ongoing operations costs of the multi-modal transportation improvements.  Evaluating mobility fees in other counties to mitigate new development impacts by providing a revenue source to fund multi-modal transportation improvements including; but not limited to, sidewalks, bike lanes, greenways and trails, shared-use pathways, pedestrian/bicycle bridges and Page 12 of 36 MPO Mobility Plan RFQ2019-3107 public transit improvements including vehicles, shelters, benches, bike racks, solar lighting, trash receptacles and signage.  Florida’s Community Planning Act and transportation concurrency laws.  Implementation of Complete Streets. CONSULTANT shall have technical expertise in the field of transportation planning, traffic engineering, land-use planning and community engagement to thoroughly evaluate the possibility of creating differential fees, by geographic areas that mirror Martin County’s Primary and Secondary Urban Service District Areas as more clearly defined:  Traffic engineering services shall demonstrate experience in the analysis and development of the demand and supply components for roadway impact fees and mobility fees, and the estimation of transportation improvement costs to meet future demand. In addition, the services should demonstrate experience in conducting research and collecting data on trip characteristics associated with various land uses.  Land use services shall demonstrate experience in the analysis and recommendation of impact fee benefit districts and estimating travel demand associated with various land uses. CONSULTANT shall have experience with facilitating the development or modification of appropriate ordinances, resolutions, interlocal, or other agreements and documents to collaboratively and cooperatively achieve the County’s objectives, if needed;  Community engagement services shall demonstrate experience with public engagement and graphically summarizing complex information in a way that is clearly understood by the public. The CONSULATANT shall have a clear understanding and extensive knowledge of the MPO structure and a clear understanding of:  Martin County Road Impact Fee program and Transportation Concurrency requirements;  Martin County Transportation Analysis Zones (TAZs);  Martin County Comprehensive Growth Management Plan;  Martin County Capital Improvement Program (CIP);  Martin MPO Transportation Improvement Plan (TIP);  Martin MPO 2040 Long Range Transportation Plan;  Martin MPO’s Unified Planning Work Program;  Martin County Transit Development Plan;  Martin MPO’s Bicycle, Pedestrian & Trails Master Plan; and  Martin MPO Bicycle and Pedestrian Safety Action Plan. CRITERIA FOR SELECTION OF FIRMS The selection committee will independently review the submittals and decide by consensus, based upon capabilities, adequacy of personnel, past record, and experience of the firm and/or individuals, which firms will be shortlisted and interviewed for consideration of contract award. No fewer than three (3) shortlisted firms will be interviewed and/or allowed time for a brief presentation. The following criteria will be used to rank the shortlisted firms. Criteria Point Value Professional Qualifications, Experience, Understanding of Projects & Methodology 40 Professional Qualifications of Individual Staff to be Assigned to Projects 5 Page 13 of 36 MPO Mobility Plan RFQ2019-3107 Past Relevant Project Performance 35 Location of Primary Firm (Martin County = 10, Adjacent County = 8, In Florida = 3, Outside Florida = 0) 10 Certified Minority Business, Disadvantaged Business Enterprise or Small Business Enterprise, primary firm only (Yes=2, No=0) 2 Recent, current & projected workloads 3 Willingness, ability, past performance record to meet time & budget requirements 3 Volume of work previously awarded by County for similar projects in the past 3 years (if any) with the object of effecting an equitable distribution of contracts among qualified firms provided such distribution does not violate the principle of selection of the most highly qualified firms (this item does not require a statement or submittal by the firm) 2 Total Points 0-100 FORM OF SUBMITTAL 1. Submittal to be provided in the order below: a. Cover letter / statement of interest including e-mail address of person to be notified of award, signed by an authorized corporate officer, principal, or partner. Include physical address of primary firm. (2 page limit) b. Professional qualifications of firm (3 page limit) c. Understanding of projects and methodology (3 page limit) d. Professional qualifications of specific individuals assigned to Martin MPO (1 page per person). e. Past relevant experience with this type of project (3 page limit). f. Certified minority business enterprise or DBE/MBE/SBE status (provide copy of certificate). g. Statement of recent, current and projected workload relative to firm’s ability to complete tasks in a timely manner (1 page limit). h. Statement of firm’s willingness to meet the time and budget requirements of tasks (1 page limit). i. Disclosure of any potential conflict of interest due to any other clients, contracts or property interests for this project only. Include a notarized statement certifying that no member of your firm ownership, management or staff has a vested interest in any aspect of or Department of Martin County (1 page limit). Note: Consultants shall not employ County employees or former County employees to work on County projects without prior approval of County. 2. Do not return federal forms. Only the successful consultant will be required to submit. 3. Applicants that do not comply with all the above instructions or do not include all the requested data may not be considered. 4. Going Greener!! Submit one (1) electronic copy on CD or thumb drive in PDF format only (or upload as one complete package on online bidding site). No paper copy necessary. Submittal shall include pages listed above only; no additional cover page, no divider pages. Limit photos, graphics and unnecessary color. Page 14 of 36 MPO Mobility Plan RFQ2019-3107 ADDITIONAL INFORMATION 1. Cone of Silence. The County prohibits any discussion by a consultant or sub consultant with Selection Committee members or any other employee regarding this Contract outside the Purchasing Division including but not limited to the County Administrator and County Commissioners about the project during the selection process from the time of advertisement until contract award except during public meetings. Violation of this policy shall result in disqualification of the vendor. 2. Contract. The successful Consultant shall be required to execute the Contract included with this RFQ and be able to provide the required insurance. Consultants not able to do this should not respond. Any request for a revision to the standard contract shall be submitted prior to the RFQ due date in order to be considered. The Consultant understands that this RFQ does not constitute an agreement or contract with the Consultant. County contracts are awarded only when a fully executed written agreement has been returned to the Consultant by the County. 3. All questions concerning this selection process or this document must be e-mailed to pur_div@martin.fl.us. Questions shall be received no later than 5:00 PM on Monday the week prior to the qualification due date. 4. No oral interpretation of this RFQ shall be considered binding. The County shall be bound only when such statements are written and executed under the authority of the Purchasing Manager. Any and all interpretations, responses to questions or supplemental instructions will be in the form of written addendum on the online bidding site. Failure of any Consultant to receive such addendum shall not relieve said Consultant from any obligation under the RFQ submitted. All addenda issued shall become part of the Contract Documents. 5. The County reserves the right to reject any and all submittals with or without cause, to waive technicalities, or to accept those submittals which best serve the interests of the County. 6. Proposals become a “public record” and shall be subject to disclosure consistent with Chapter 119, Florida Statutes, thirty (30) calendar days after the bid opening or upon bid award in accordance with Chapter 119, Fla. Stat.. Marking a proposal “confidential” or “proprietary” does not exclude all or any part of the proposal from disclosure under public records requirements. To claim the proposal or a portion thereof as exempt or confidential and exempt from disclosure, you must state the basis of the exemption, including the statutory citation to an exemption created or afforded by Florida Statutes; state in writing and with particularity the reasons for the conclusion that the proposal is exempt or confidential and exempt; and if only a portion of the proposal is claimed to be exempt or confidential and exempt, provide a redacted version of the proposal showing those portions claimed to be exempt or confidential and exempt. Proposals submitted with claimed exemptions shall be reviewed and release of these records shall be at the County’s discretion. Failure to notify the County of claimed exemptions constitutes a waiver and the submittal will be released as requested. 7. Submittals may be withdrawn prior to due date by written request dispatched by the Consultant and received by the Purchasing Division before the time for receiving Submittals has expired. 8. The County reserves the right to request clarification of information submitted and to request additional information of one or more Consultants after the deadline for receipt of Submittals. Page 15 of 36 MPO Mobility Plan RFQ2019-3107 9. Costs for preparation of a response to this request are solely those of the Consultant and the County assumes no responsibility for any such costs incurred by the Consultant. The County will not be liable for any costs incurred by the Consultant prior to execution of the contract by the parties. 10. Submittals shall be formatted to letter sized paper and with a minimum 12 point font. 11. Consultants are instructed NOT to fax or e-mail their submittal as they shall be rejected as non- responsive. 12. Consultants must indicate on the outside of their envelope the following:  RFQ Number and Name  Due Date and Time  Name and address of Consultant 13. All submittals shall include the name and title of the authorized person that will sign the Contract. The cover letter must be signed by an authorized officer. Consultants who are nonresident corporations must include a certified copy of their permit to transact business in the State of Florida. 14. Submittals that contain any limiting terms and conditions that do not explicitly agree to provide the scope in the contract documents may be disqualified. 15. Any Consultant who presents in its RFQ to the County, any information which is determined by the County, in its sole opinion, to be substantially inaccurate, misleading, exaggerated, or incorrect, may be disqualified from consideration. 16. Protests shall be in accordance with the procedure outlined in the Martin County Purchasing Manual. 17. All Submittals must be typewritten. No erasure permitted. Mistakes may be crossed out and corrections typed adjacent and must be initialed and dated in ink by person signing the RFQ documents. All Submittal documents and/or necessary forms must be signed with the firm name and by a responsible officer or employee. Obligations assumed by such signature must be fulfilled. 18. The consultant, sub-recipient or subconsultant shall not discriminate on the basis of race, color, national origin or sex in the performance of this contract. The consultant shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of U.S. Department of Transportation assisted contracts. Failure by the consultant to carry out these requirements is a material breach of the contract which may result in the termination of the contract or such other remedy as the recipient deems appropriate. 19. It is the policy of the United States, the State of Florida, or the County that small business concerns, veteran-owned small business concerns, service-disabled veteran-owned small business concerns, HUBZone small business concerns, small disadvantaged business concerns, and women-owned small business concerns (hereinafter “small business concerns”) shall have the maximum practicable opportunity to participate in performing contracts, including contracts and subcontracts. It is further the policy that its prime contractors establish procedures to ensure the timely payment of amounts due pursuant to the terms of their subcontracts with small business concerns. The Contractor hereby agrees to carry out this policy in the awarding of subcontracts to the fullest extent consistent with efficient contract performance. The Contractor further agrees to cooperate in any studies or surveys Page 16 of 36 MPO Mobility Plan RFQ2019-3107 as may be conducted by the appropriate government agency as may be necessary to determine the extent of the Contractor’s compliance with this clause. 20. The successful proposer(s) will be required to monitor the performance of his employees on a periodic basis while they are assigned to the County. The successful proposer(s) is required to comply with the Immigration Reform Act of 1986 (IRCA) which requires all individuals hired after November 6, 1986, to provide employers with proof of citizenship or authorization to work in the United States. 21. As required by FS 287.133; "A person or affiliate who has been placed on the convicted vendor list following a conviction for Public Entity crime may not submit a bid on a contract to provide goods or services to a public entity, may not submit a bid or contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with a public entity, and may not transact business with any public entity in excess of the threshold amount in Section 287.017, for category two for a period of thirty-six months from the date of being placed on the convicted vendor list". Questions regarding this statement should be directed to Bureau of State Procurement (904) 488-8131. 22. It is the policy of Martin County that Disadvantaged Business Enterprises (DBEs), as defined in 49 CFR Part 26, shall have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with funds derived from the U.S. Department of Transportation, Federal Transit Administration (FTA). Martin County utilizes the Florida Department of Transportation (FDOT) Certified Business Directory (BizNet) database to identify all firms eligible to participate as DBE’s. Martin County is not a certifying member of the Unified Certification Program. The COUNTY recognizes the DBE certification DBEs responding to this RFQ shall provide DBE certification information as part of their response. 23. Selection Committee meetings are posted on the County’s website at www.martin.fl.us in accordance with the Florida Sunshine Law. Selection Committee meetings are open to the public except meetings at which a vendor makes an oral presentation or at which a vendor answers questions as part of this competitive solicitation in accordance with Section 286.0113, Fla. Stat. 24. Notification of shortlist shall be within 72 hours of a selection committee meeting via e-mail to all firms. Firms that do not provide an e-mail address as requested above shall not be notified. Final selection of #1 ranked firm(s) shall be posted on the online bidding site. 25. Section 112.313, Fla. Stat., prohibits contracts with County employees, officers and advisory board members. All bidders must disclose the name of any Martin County officer or employee who owns, directly or indirectly an interest in the bidder's firm or any of its branches. Advisory Board Members may qualify for an exemption by submitting Commission on Ethics Form 3A with bid and filing such form with the Supervisor of Elections in accordance with Section 112.313(12)(b), Fla. Stat. 26. Prompt Payment. The payment due date for the purchase of goods or services other than construction services is 45 days after the date on which a proper invoice is received by the County; or if a proper invoice is not received by the local governmental entity, the date on which services are completed. If the terms under which a purchase is made allow for partial deliveries and a payment request or proper invoice is submitted for a partial delivery, the time for payment for the partial delivery must Page 17 of 36 MPO Mobility Plan RFQ2019-3107 be calculated from the time of the partial delivery and the submission of the payment request or invoice in the same manner as provided herein. All payments due and not made within the time specified by this section bear interest from 30 days after the due date at the rate of 1 percent per month on the unpaid balance. The vendor must invoice the County for any interest accrued in order to receive the interest payment. Any overdue period of less than 1 month is considered as 1 month in computing interest. Unpaid interest is compounded monthly. For the purposes of this section, the term “1 month” means a period beginning on any day of one month and ending on the same day of the following month. Page 18 of 36 MPO Mobility Plan RFQ2019-3107 SAMPLE AGREEMENT BETWEEN MARTIN MPO AND CONSULTANT FOR PROFESSIONAL SERVICES THIS AGREEMENT, effective this day of in the year, 2018, between: MARTIN METROPOLITAN PLANNING ORGANIZATION, a political subdivision of the State of Florida, (hereinafter MPO), located at 2401 S.E. Monterey Road, Stuart, FL 34996 AND the CONSULTANT: (hereinafter CONSULTANT) Project Name: In accordance with the terms and fee further described on Exhibit A (attached): Total Contract Price: $ Total Time to Complete: Page 19 of 36 MPO Mobility Plan RFQ2019-3107 Section 1 Scope of Services Section 2 Term Section 3 MPO’s Responsibilities Section 4 Payments to Consultant Section 5 Consultant’s Project Team Section 6 Independent Contractor Relationship Section 7 Conflict of Interest Section 8 No Contingency Fees Section 9 Notices Section 10 Waiver of Claim Section 11 Indemnification Section 12 Insurance Section 13 Dispute Section 14 Licenses Section 15 Termination Section 16 Suspension Section 17 Materials Section 18 Miscellaneous Exhibit A Scope of Services Exhibit B Certification Regarding Lobbying Exhibit C Certification Regarding Debarment Exhibit D Certification of Non-Collusion Exhibit E Drug Free Workplace Certification Exhibit F E-Verify Exhibit G Federal 3 rd Party Contract Provisions Appendix I Terms for Federal Aid Contracts Page 20 of 36 MPO Mobility Plan RFQ2019-3107 SECTION 1 SCOPE OF SERVICES 1.1 Basic Scope of Services The Basic Scope of Services has been agreed to by the parties, and is attached hereto and incorporated herein by reference as Exhibit A. The CONSULTANT shall provide Services for the MPO in all phases of the Project to which this AGREEMENT applies as hereinafter provided, and shall do so within the construction budget as established by the MPO and within the schedule set forth in Exhibit A. The CONSULTANT shall perform any and all Services in a timely, efficient and cost effective manner and in accordance with the generally accepted standards of the applicable profession. 1.2 GIS Standards for Electronic File Submittal The CONSULTANT shall comply with the MPO’S most current “GIS Standards for Electronic File Submittal” as approved by Martin County’s Information Technology Services which provides a guideline of minimum standards and technical specifications for GIS and CAD data that are delivered to the MPO. A copy of such Standards is available from Martin County’s Information Technology Services Department. 1.3 Notice to Proceed The CONSULTANT shall not commence work upon any phase of the Project until it receives a written Notice to Proceed from the MPO. The CONSULTANT shall commence work within ten (10) days after receiving the Notice to Proceed unless the notice indicates otherwise. SECTION 2 TERM The term of this AGREEMENT shall commence on the date of execution of this AGREEMENT by the MPO and continue through approval of the final reports by the MPO. It is also agreed that the MPO shall have an option for extension of this AGREEMENT, as necessary to complete the services or to provide additional services. SECTION 3 MPO'S RESPONSIBILITIES 3.1 Information Pertinent to the Project The MPO shall assist the CONSULTANT by placing at the CONSULTANT's disposal all available information pertinent to the Project (including previous reports and any other relevant documents and data relative to the Project). The CONSULTANT is ultimately responsible for satisfying itself as to accuracy of any data provided, and, furthermore, the CONSULTANT is responsible for bringing to the MPO's attention, for the MPO's resolution, any material inconsistencies or errors in such data which come to the CONSULTANT's attention. 3.2 Access to Property Page 21 of 36 MPO Mobility Plan RFQ2019-3107 The MPO shall arrange for access to, and make provisions for, the CONSULTANT to enter upon public and private property (where required) as necessary for the CONSULTANT to perform its Services upon the timely written request of CONSULTANT to MPO. 3.3 Examination The MPO shall examine any and all studies, reports, sketches, drawings, specifications, proposals and other documents presented by the CONSULTANT, and render, in writing, decisions pertaining thereto within a reasonable time. 3.4 No Warranty by MPO Approval by the MPO of any of the CONSULTANT's work, including but not limited to drawings, design specifications, written reports, or any work products of any nature whatsoever furnished hereunder, shall not in any way relieve the CONSULTANT of responsibility for the technical accuracy and adequacy of the work. Neither the MPO's review, approval or acceptance of, or payment for, any of the Services furnished under this AGREEMENT shall be construed to operate as a waiver of any rights under this AGREEMENT or of any cause of action arising out of the performance of this AGREEMENT. The CONSULTANT shall be and remain liable in accordance with all applicable laws for all damages to the MPO caused by the negligent performance by the CONSULTANT or any Specialty Consultants of any of the Services furnished under this AGREEMENT. CONSULTANT shall warrant that all designs, drawings, plans and specifications, written works, or any work product are compliant with all applicable codes, laws, ordinances, standards, etc. in effect at the time the design is submitted for permit. Owner has the right to rely upon all such architectural and engineering representations and services provided under this Agreement. 3.5 Extension of Time 3.5.1 Notice of Extension of Time The MPO shall give prompt written notice to the CONSULTANT whenever the MPO observes or otherwise becomes aware of any development that affects the timing or delivery of the CONSULTANT's Services. If the CONSULTANT has been delayed in completing its Services through no fault or negligence of either the CONSULTANT or any Specialty Consultant, and, as a result, will be unable complete timely performance fully and satisfactorily under the provisions of this AGREEMENT, then the CONSULTANT shall promptly notify the MPO. At the MPO's sole discretion, and only upon the previous submittal to the MPO of evidence of the causes of the delay, the MPO may grant the CONSULTANT an extension of its Project schedule equal to the period the CONSULTANT was actually and necessarily delayed, subject to the MPO'S rights to change, terminate, or stop any or all of the Services at any time in accordance with this Agreement. 3.5.2 Force Majeure The CONSULTANT shall not be considered in default for a failure to perform if such failure arises out of causes reasonably beyond the CONSULTANT's control and through no fault or negligence of the CONSULTANT. The parties acknowledge that adverse weather conditions (as defined by comparison to 10 year historical average), acts of God, or other unforeseen circumstances of a similar nature, may Page 22 of 36 MPO Mobility Plan RFQ2019-3107 necessitate modifications to this AGREEMENT. If such conditions and circumstances do in fact occur, then the MPO and CONSULTANT shall mutually agree, in writing, to the modifications to be made to this AGREEMENT. 3.6 MPO Project Manager The MPO reserves the right to appoint a Project Manager for this Project. The Project Manager shall issue all written authorizations to the CONSULTANT that the Project may require, or that may otherwise be defined or referred to in this AGREEMENT. The Project Manager shall also: A. act as the MPO's agent with respect to the Services rendered hereunder; B. transmit instructions to and receive information from the CONSULTANT; C. communicate the MPO's policies and decisions to the CONSULTANT regarding the Services; D. determine, initially, whether the CONSULTANT is fulfilling its duties, responsibilities, and obligations hereunder; and E. determine, initially, the merits of any allegation by the CONSULTANT respecting the MPO's non-performance of any Project obligation. All determinations made by the Project Manager, as outlined above, shall be final and binding upon the CONSULTANT, but shall not be binding upon the CONSULTANT in regard to general appearances before or appeals to the MPO, or appearances before or appeals to a court of competent jurisdiction. SECTION 4 PAYMENTS TO CONSULTANT 4.1 General 4.1.1 The MPO will pay the CONSULTANT for the Services as detailed in each of the CONSULTANT's invoices ("Invoices"), in accordance with the schedule of fees and reimbursable expenses (if any). 4.1.2 The CONSULTANT fully acknowledges and agrees that if at any time it performs Services which have not been fully negotiated, reduced to writing and formally executed by both the MPO and CONSULTANT, then the CONSULTANT shall perform such Services without liability to the MPO, and at the CONSULTANT's own risk. 4.2 For Basic Scope of Services, CONSULTANT shall submit invoices in a form approved in writing by the MPO. 4.3 Time of Payment The MPO shall pay CONSULTANT for Services and expenses pursuant to Florida Statute after receipt of the CONSULTANT's invoice. In the event the CONSULTANT falls behind schedule outlined in Exhibit A of this Agreement, no further progress payments will be made until the CONSULTANT brings the Project back on schedule or a revised schedule is submitted and approved by the MPO, or until all work has been completed and accepted by the MPO. Any portion of an invoice that is objected to or questioned by the MPO shall not be considered due for the purposes of this Section. To the extent the MPO does not pay CONSULTANT the total amount invoiced, the MPO shall provide the Page 23 of 36 MPO Mobility Plan RFQ2019-3107 CONSULTANT a written explanation of the objection along with any amount paid on that invoice or in lieu of payment if the objection is to the entire amount invoiced. 4.4 Scope, Cost and Fee Adjustment 4.4.1 General The MPO may at any time notify the CONSULTANT of requested changes to the Scope of Basic Services as set forth in Exhibit A to this AGREEMENT. The notification shall state the Scope modification and an adjustment of the cost estimate and fee specified in Exhibit A to reflect such modification. The CONSULTANT and the MPO understand that, unless the cost and fee adjustment is within a previously approved budget, any change to the Scope of Basic Services must be approved or authorized by the MPO. Duties, responsibilities and limitations of authority of the CONSULTANT shall not be restricted, modified or extended without written agreement of the MPO and the CONSULTANT. 4.4.2 Scope Reduction The MPO shall have the sole right to reduce (or eliminate, in whole or in part) any portion of the Scope of Services for the overall Project at any time and for any reason, upon written notice to the CONSULTANT specifying the nature and extent of the reduction. 4.5 Final Payment The acceptance by the CONSULTANT, its successors, or assigns, of any Final Payment due upon the termination of this AGREEMENT, shall constitute a full and complete release of the MPO from any and all claims or demands regarding further compensation for authorized Services rendered prior to such Final Payment that the CONSULTANT, its successors, or assigns have or may have against the MPO under the provisions of this AGREEMENT. This Section does not affect any other portion of this AGREEMENT that extends obligations of the parties beyond Final Payment. SECTION 5 CONSULTANT'S PROJECT TEAM The CONSULTANT shall assign members of its staff (Principal-in-Charge, Project Manager and Key Personnel) as the CONSULTANT's Project Team, who shall collectively devote such working time and attention as may be reasonably required to ensure that the Services are properly, economically, and efficiently performed. The CONSULTANT shall indicate to the MPO the authority and powers that the CONSULTANT's Project Team shall possess during the life of the Project. The CONSULTANT agrees that the MPO shall have the right to approve the CONSULTANT's Project Team, and that the CONSULTANT shall not change any member of its Project Team without written notice to the MPO. Furthermore, if any member of the CONSULTANT's Project Team is removed from Project duties, or employment is otherwise terminated or curtailed by the CONSULTANT, or if the CONSULTANT's Project Team member terminates his employment with the CONSULTANT, then the CONSULTANT shall promptly replace its Project Team member with a person of comparable experience and expertise, who shall also be subject to the MPO's approval. The MPO covenants that its approval shall not be unreasonably withheld. Page 24 of 36 MPO Mobility Plan RFQ2019-3107 SECTION 6 INDEPENDENT CONTRACTOR RELATIONSHIP The CONSULTANT is and shall be an independent contractor in the performance of all work, services, and activities under this AGREEMENT and is not an employee, agent or servant of the MPO. All persons engaged in any of the work or services performed pursuant to this AGREEMENT shall at all times and in all places be subject to the CONSULTANT's sole direction, supervision, and control. The CONSULTANT shall exercise control over the means and manner in which it and its employees perform the work and in all respects the CONSULTANT's relationship and the relationship of its employees to the MPO shall be that of an independent contractor and not as employees or agents of the MPO. The CONSULTANT does not have the power or authority to bind the MPO in any promise, agreement or representation other than such power or authority that is specifically provided for in this AGREEMENT. SECTION 7 CONFLICTS OF INTEREST 7.1 The CONSULTANT represents and warrants to the MPO that no officer, employee, or agent of the MPO has any interest, either directly or indirectly, in the business of the CONSULTANT to be conducted hereunder. The CONSULTANT further represents and warrants to the MPO that it has not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this AGREEMENT, and that it has not paid, or agreed to pay any person, company, corporation, individual, or firm, other than bona fide Personnel working solely for the CONSULTANT any fee, commission, percentage, gift or other consideration, contingent upon, or resulting from the award or making of this AGREEMENT. Further, the CONSULTANT also acknowledges that it has not agreed as an expressed or implied condition for obtaining this AGREEMENT, to employ or retain the services of any person, company, individual or firm in connection with carrying out this AGREEMENT. It is understood and agreed by the CONSULTANT that, upon the breach or violation of this Section, the MPO shall have the right to terminate the AGREEMENT without liability and at its sole discretion, and to deduct from the AGREEMENT price, or to otherwise recover, the full amount of such fee, commission, percentage, gift or consideration paid by the CONSULTANT. 7.2 The CONSULTANT represents that it presently has no interest, either direct or indirect, while performing the services required by this AGREEMENT, which would conflict in any manner with Florida Statutes. The CONSULTANT represents that no person having any such interest shall be employed during the term of this AGREEMENT, including any officer, employee or agent of the MPO. 7.3 The CONSULTANT represents and warrants that it has no current contracts with any entity that would create any conflict of interest in the CONSULTANT's ability to perform the services required by this AGREEMENT. Further, the CONSULTANT represents and warrants that throughout the term of this AGREEMENT, it will not undertake any work that would create such a conflict in interest. 7.4 The CONSULTANT shall promptly notify the MPO in writing by certified mail of all potential conflicts of interest for any prospective business association, interest or other circumstance that may influence or appear to influence the CONSULTANT's judgment or quality of services being provided Page 25 of 36 MPO Mobility Plan RFQ2019-3107 hereunder. Such written notification shall identify the prospective business association, interest or circumstance, the nature of work that the CONSULTANT may undertake and request an opinion of the MPO as to whether the association, interest or circumstance would, in the opinion of the MPO, constitute a conflict of interest if entered into by the CONSULTANT. If, in the opinion of the MPO, the prospective business association, interest or circumstance would not constitute a conflict of interest by the CONSULTANT, the MPO shall so state in the notification and the CONSULTANT shall, at its option, enter into such association, interest or circumstance and it shall be deemed not in conflict of interest with respect to services provided to the MPO by the CONSULTANT under the terms of this Contract. SECTION 8 NO CONTINGENCY FEES CONSULTANT warrants that it will not employ or retain any company or persons, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this Agreement and that CONSULTANT has not paid or agreed to pay any persons, company, corporation, individual or firm, other than a bona fide employee working solely for CONSULTANT, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement in compliance with §287.055, Fla. Stat. For the breach or violation of this provision, MPO shall have the right to terminate the Agreement at its discretion, without liability and to deduct from the Agreement price, or otherwise recover, the full amount of such fee, commission, percentage, gift or consideration. SECTION 9 NOTICES All notices under this Agreement shall be in writing and shall be (as elected by the person giving such notice) mailed solely by Certified Mail, Return Receipt Requested, Hand Delivery with Proof of Service, or by Overnight Courier to the MPO and CONSULTANT at the addresses listed on page one of this Agreement. Either party may change its address, for the purposes of this Section, by 30 day prior written notice to the other party given in accordance with the provisions of this Section. SECTION 10 WAIVER OF CLAIM The CONSULTANT and the MPO hereby mutually waive any claim against each other, their elected or appointed officials, agents, and employees, for any loss of anticipated profits caused by any suit or proceedings brought by any third party directly or indirectly attacking the validity of this AGREEMENT or any part thereof, or by any judgment or award in any suit or proceeding declaring this AGREEMENT null, void, or voidable, or delaying the same, or any part thereof, from being carried out. SECTION 11 INDEMNIFICATION 11.1 Indemnification CONSULTANT shall indemnify and hold harmless the agency, and its officers and employees, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys’ fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the design Page 26 of 36 MPO Mobility Plan RFQ2019-3107 professional and other persons employed or utilized by the design professional in the performance of the contract. CONSULTANT’S obligation under this provision shall not be limited in any way by the Firm Fixed Price, or CONSULTANT’S, or its Professionals', Subconsultants', or Subcontractors' limit of, or lack of, sufficient insurance. This Article shall survive the termination of this AGREEMENT and shall continue in full force and effect so long as the possibility of any liability, claim or loss exists, unless otherwise prohibited by law. The parties acknowledge that the duties and limits of indemnity coverage provided by the CONSULTANT herein are as set forth in §725.08, Fla. Stat. This Article shall survive the termination of this AGREEMENT and shall continue in full force and effect so long as the possibility of any liability claim or loss exists. 11.2 Repair of Damage The CONSULTANT agrees to promptly repair, at its sole cost and expense and in a manner acceptable to the MPO, any damage caused by the CONSULTANT or any Specialty Consultant, or by any of their respective employees or agents, to MPO property, or to any improvements or property located thereon. SECTION 12 INSURANCE 12.1 General. The CONSULTANT shall purchase, maintain, and keep in full force, effect, and good standing, such insurance that is further described below, including tail coverage, and any other insurance necessary to fully protect CONSULTANT from claims of the nature that are detailed below, that may arise out of, or result from, the CONSULTANT's operations, performance, or Services, or all of these things, or any of these things in combination (CONSULTANT's Operations), whether the CONSULTANT's Operations are by the CONSULTANT, any of its agents or Specialty Consultants, or anyone for whose act or acts it may be liable: A. claims under Worker's Compensation, disability benefit, or other (similar) employee benefit acts; B. claims for damages because of bodily injury, sickness or disease, or death of any person other than its employees; C. claims for damages for personal injury; and D. claims for damages because of injury to or destruction of tangible property, including the loss of property use resulting there from; and E. claims for professional liability/errors and omissions. CONSULTANT shall furnish the MPO with Certificate(s) of Insurance signed by an authorized representative of the insurer evidencing the insurance so required. The Certificate(s) of Insurance shall provide that the MPO shall be given not less than thirty (30) days written notice prior to the cancellation, nonrenewal, or restriction of coverage. 12.2 Limits of Liability The insurance required by this Section shall be written for not less than the limits of liability specified below, or required by law, whichever is greater, and shall include contractual liability insurance as applicable to the CONSULTANT's obligation: Page 27 of 36 MPO Mobility Plan RFQ2019-3107  Worker's Compensation including Employer's Liability Insurance. (present Florida statutory limit)  Employer’s liability of $500,000 each accident, $500,000 disease policy limit, and $500,000 per occurrence.  Comprehensive General Liability Insurance. Commercial general liability coverage, including coverage for Personal & Advertising Injury, Products & Contractual Liability and Independent Contractors, with a minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate. Acord forms marked “Policy” or “Location” shall be considered non- compliant. Instead, check “Project” (meaning the “Contract”) for the aggregate limit. No exclusion should apply for Fellow Employees, Cross Liability, or Insured vs. Insured on the policy. Certificate Holder must be listed as Additional Insured.  Professional liability insurance at minimum limits of $1,000,000.  Business Automobile Insurance. This coverage should include all owned, hired, and non- owned vehicles at a minimum combined single limit of $1,000,000. Liability Limits should be shown as “Primary”. 12.3 CONSULTANT's Errors and Omissions Policy The CONSULTANT shall also purchase, maintain, and keep in full force, effect, and good standing, a professional liability/errors and omissions insurance policy that provides the MPO with policy coverage having minimum limits of $1,000,000 per occurrence wherein the insurer agrees to pay claims (up to the limits of coverage) including defense costs. Any applicable deductible shall not exceed $50,000.00. CONSULTANT agrees that it shall be solely responsible for payment of such deductible. The Professional Liability Insurance shall include prior acts coverage sufficient to cover all services rendered by the CONSULTANT and by its subconsultants. This coverage shall be continued in effect for four year(s) after the Date of Substantial Completion. Professional liability insurance may be provided on a “claims made” basis provided that the policy retroactive date is on or before the effective date of the contract. 12.4 Insurance Administration Insurance Certificates, evidencing all insurance coverage referred to in this Section, shall be filed (or be on file) with the MPO at least ten (10) calendar days before the final execution of this AGREEMENT. The Insurance Certificates shall be fully acceptable to MPO in both form and content, and shall provide and specify that the related insurance coverage shall not be cancelled (Coverage Change) without at least thirty (30) calendar days prior written notice having been given to the MPO. It is also understood and agreed that it is the CONSULTANT's sole burden and responsibility to coordinate activities between itself, the MPO, and the CONSULTANT's insurer(s) so that the Insurance Certificates are acceptable to and accepted by MPO within the time limits described in this Section. 12.5 MPO as Additional Insured The MPO shall be listed as an additional insured on all insurance coverage required by this AGREEMENT, except Worker's Compensation and Professional Liability errors and omissions insurance. Furthermore, all other insurance policies pertaining to the Services to be performed under this AGREEMENT shall memorialize that the CONSULTANT's, or the CONSULTANT's Specialty Consultant's, or all of these entities' (Primary Insured's) insurance, shall apply on a primary basis, and Page 28 of 36 MPO Mobility Plan RFQ2019-3107 that any other insurance maintained by the MPO shall be in excess of and shall not contribute to or be commingled with the Primary Insured's insurance. Where the MPO has been named as an additional insured, the CONSULTANT shall include the provisions of this Section in its Specialty Consultant's contracts, and the Primary Insured's insurance shall contain a severability of interest provision stating that, except with respect to total limits of liability, all insurance shall apply separately to each Primary Insured or additional insured in the same manner as if separate policies had been issued to each. This Section does not increase the dollar amount of insurance for either per occurrence or aggregate coverage. 12.6 Notifications The CONSULTANT acknowledges, understands, and agrees that it shall give prompt and prior written notice to the MPO that any insurance policy defined or contemplated in this Section has been invalidated because of the violation of any term or provision of any other insurance policy issued to the CONSULTANT. 12.7 Waiver of Subrogation CONSULTANT hereby waives any and all rights of Subrogation against the MPO, its officers, employees and agents for each required policy. When required by the insurer, or should a policy condition not permit an insured to enter into a pre-loss agreement to waive subrogation without an endorsement, then CONSULTANT shall agree to notify the insurer and request the policy be endorsed with a Waiver of Transfer of rights of Recovery Against Others, or its equivalent. SECTION 13 DISPUTE RESOLUTION 13.1 Prior to the initiation of any litigation by the parties concerning this Agreement, and as a condition precedent to initiating any litigation, the parties agree to first seek resolution of the dispute through non-binding mediation. Mediation shall be initiated by any party by serving a written request for same on the other party. The party shall, by mutual agreement, select a mediator within 15 days of the date of the request for mediation. If the parties cannot agree on the selection of a mediator then the MPO shall select the mediator who, if selected solely by the MPO, shall be a mediator certified by the Supreme Court of Florida. Each party to the mediation shall pay the mediator’s fee in equal shares. 13.2 Non-jury trial. The parties expressly and specifically hereby waive the right to a jury trial as to any issue in any way connected with this Agreement. 13.3 The parties expressly and specifically hereby waive all tort claims and limit their remedies to breach of contract as to any issue in any way connected with this Agreement. SECTION 14 LICENSES The CONSULTANT shall, during the life of this AGREEMENT, procure and keep in full force, effect, and good standing all necessary licenses, registrations, certificates, permits, and any and all other authorizations as are required by local, state, or federal law, in order for the CONSULTANT to render its Services as described herein. The CONSULTANT shall also require all Specialty Consultants to Page 29 of 36 MPO Mobility Plan RFQ2019-3107 comply by contract with the provisions of this Section. SECTION 15 TERMINATION 15.1 Termination 15.1.1 Generally This AGREEMENT may be terminated as follows: A. by the MPO, at is convenience pursuant to paragraph 15.2; B. by the MPO for CONSULTANT’s failure to adequately perform the Agreement, pursuant to paragraph 15.3; C. by the mutual agreement of the parties; or D. as may otherwise be provided below. In the event of the termination of this AGREEMENT, any liability of one party to the other arising out of any Services rendered, or for any act or event occurring prior to the termination, shall not be terminated or released. 15.2 Termination for MPO’s Convenience The MPO, by written notice, shall have the right to terminate and cancel this Agreement, without the CONSULTANT being at fault, for any cause or for its own convenience, and require the CONSULTANT to immediately stop work. In such event, the MPO shall pay the CONSULTANT for the work actually performed. The MPO shall not be liable to the CONSULTANT for any other costs, charges, or expenses, including but not limited to, prospective profits and overhead on work not performed. 15.3 Termination for CONSULTANT’s Failure to Perform In addition to any other termination provisions that may be provided in this AGREEMENT, the MPO may terminate this AGREEMENT in whole or in part if the CONSULTANT makes a false Invoice or fails to perform any obligation under this AGREEMENT and does not remedy the failure within fifteen (15) calendar days after receipt by the CONSULTANT of written demand from the MPO to do so, unless, however, the nature of the failure is such that it cannot, in the exercise of reasonable diligence, be remedied within fifteen (15) calendar days, in which case the CONSULTANT shall have such time as is reasonably necessary to remedy the failure, provided the CONSULTANT promptly takes and diligently pursues such actions as are necessary therefore. 15.4 Payment upon Termination Upon termination of this AGREEMENT, the MPO shall pay the CONSULTANT for those Services actually rendered and contracted for under this AGREEMENT, and those reasonable and provable expenses required and actually incurred by the CONSULTANT for Services prior to the effective date of termination. Where the AGREEMENT is terminated for cause by the MPO, such payment shall be reduced by an amount equal to any additional costs incurred by the MPO as a result of the termination. Page 30 of 36 MPO Mobility Plan RFQ2019-3107 15.5 Delivery of Materials Upon Termination In the event of termination of this AGREEMENT by the MPO, prior to the CONSULTANT's satisfactory completion of all the Services described or alluded to herein, the CONSULTANT shall promptly furnish the MPO, at no additional cost or expense, with one (1) copy of the following items (collectively "Documents"), any or all of which may have been produced prior to and including the date of termination: data (including electronic data), specifications, calculations, estimates, plans, drawings, photographs, summaries, reports, memoranda; and any and all other documents, instruments, information, and materials (whether or not completed) generated or prepared by the CONSULTANT, or by any Specialty Consultant, in rendering the Services described herein, and not previously furnished to the MPO by the CONSULTANT pursuant to this AGREEMENT. The Documents shall be the sole property of the MPO, and the MPO shall be vested with all rights provided therein of whatever kind and however created. The CONSULTANT shall also require that all such Specialty Consultants agree in writing to be bound by the provisions of this Section. SECTION 16 SUSPENSION The MPO may, at any time and for any reason, direct the CONSULTANT to suspend work (in whole or in part) under this AGREEMENT. Such direction shall be in writing, and shall specify the period during which Services shall be stopped. The CONSULTANT shall resume its Services upon the date specified or upon such other date as the MPO may thereafter specify in writing. The period during which the Services are stopped by the MPO shall be added to the time of performance of this AGREEMENT; provided, however, that any work stoppage not approved or caused by the actions or inactions of the MPO shall not give rise to any claim against the MPO by the CONSULTANT. SECTION 17 MATERIALS, REUSE OF DOCUMENTS, AND CONFIDENTIALITY For each phase, CONSULTANT agrees to furnish and provide to MPO five (5) full-size copies of all plans, specifications, drawings, and other documents (except correspondence) prepared by CONSULTANT hereunder, same to be furnished as the same are prepared and completed by CONSULTANT, and if MPO requires additional copies of any of same, CONSULTANT will promptly furnish same to MPO upon request for the reasonable cost of the reproduction of same. MPO may, at MPO’S expense, obtain a set or sets of reproducible prints of any or all drawings and other documents prepare hereunder by CONSULTANT for the project. The final work product of all such materials along with all formal CONSULTANT/MPO correspondence concerning the Project shall be the sole property of the MPO. All materials described above shall be retained by the CONSULTANT for the statutory period (§95.11 Fla. Stat., as it may be from time to time amended). Furthermore, the MPO may reuse them at no additional cost, and the MPO shall be vested with all rights of whatever kind and however created that may be in existence thereto; provided, however, that the CONSULTANT shall not be liable or legally responsible to anyone for the MPO's reuse of any such materials on any other MPO Project and that the MPO timely notified the CONSULTANT of such potential liability. SECTION 18 Page 31 of 36 MPO Mobility Plan RFQ2019-3107 MISCELLANEOUS PROVISIONS 18.1 Local, State and Federal Obligations 18.1.1 No Discrimination The CONSULTANT, for itself, its delegates, successors interest, and its assigns, and as a part of the consideration hereof, does hereby covenant and agree that: 1) in connection with the furnishing of Services to the MPO hereunder, no person shall be excluded from participation in, denied the benefits of, or otherwise subjected to discrimination in regard to this AGREEMENT on the grounds of such person's race, color, creed, national origin, religion, physical disability, age or sex; and 2) the CONSULTANT shall comply with all existing requirements concerning discrimination imposed by any and all applicable local, state, and federal rules, regulations, or guidelines, and as such rules, regulations, or guidelines may be from time to time amended. In the event of a breach of any of the nondiscrimination covenants described in this Section, the MPO shall have the right to terminate this AGREEMENT, without liability, as set forth in Section 15 of this AGREEMENT, and such right shall not be exercised unreasonably. 18.1.2 Compliance with Law The CONSULTANT and its employees shall promptly observe, comply with, and execute the provisions of any and all present and future federal, state, and local laws, rules, regulations, requirements, ordinances, orders, codes, mandatory guidelines, and mandatory directions, including §287.055, Fla. Stat., and §553.70 et. seq., Fla. Stat., which may pertain or apply to the Services that may be rendered pursuant to this AGREEMENT, or to the wages paid by the CONSULTANT to its employees. The CONSULTANT shall also require, by contract, that all Specialty Consultants shall comply with the provisions of this Section. 18.1.3 Compliance with New Regulations The CONSULTANT agrees that at such time as the local, state, or federal agencies modify their grant procedures in order for the MPO or the CONSULTANT to qualify for local, state, or federal funding for the Services rendered by the CONSULTANT, then the CONSULTANT shall consent to and make such modifications or amendments in a timely manner. If the CONSULTANT is unable to comply with applicable local, state, or federal laws and regulations governing the grant of such funds for Services to be rendered herein, then the MPO shall have the right, by written notice to the CONSULTANT, to terminate this AGREEMENT without liability, as outlined in Section 15, above. Furthermore, if the CONSULTANT's compliance with such laws, regulations, rules, or procedures causes a material change to a term or condition of this AGREEMENT, then the MPO agrees, upon sufficient proof of material changes as may be presented to it by the CONSULTANT, to amend this AGREEMENT. 18.2 CONSULTANT Not Agent of MPO The CONSULTANT is not authorized to act as the MPO's agent hereunder and shall have no authority, expressed or implied, to act for or bind the MPO hereunder, either in CONSULTANT's relations with Specialty Consultants, or in any other manner whatsoever except as elsewhere provided for in this AGREEMENT. Page 32 of 36 MPO Mobility Plan RFQ2019-3107 18.3 Specialty Consultants 18.3.1 General The CONSULTANT shall have the right, conditioned upon the MPO's prior consent (which shall not be unreasonably withheld), to employ or use (whether or not for compensation or consideration of any nature whatsoever) other firms, consultants, contractors, subcontractors, and so forth (Specialty Consultants); provided, however, that the CONSULTANT shall: 1) inform the MPO as to the nature of particular Services for which the Specialty Consultants shall be employed; 2) inform the MPO as to the extent (what percentage) of the total Project Services each Specialty Consultant shall be employed to do; 3) be solely responsible for the performance of all of the CONSULTANT's Specialty Consultants, including but not limited to maintenance of schedules, correlation of Services, and the resolution of all differences between or among them; 4) promptly terminate the use and services of any Specialty Consultants upon written request from the MPO (which may be made for the MPO's convenience); and 5) promptly replace each such terminated Specialty Consultant with a Specialty Consultant of comparable experience and expertise and who are otherwise acceptable to the MPO. After the Specialty Consultant has received notice of the termination, or two (2) business days after the MPO has notified the CONSULTANT in writing of the required termination of the Specialty Consultant whichever shall occur first, the MPO shall have no obligation to reimburse the CONSULTANT for the Services subsequent to the notice of termination of any Specialty Consultant who may be terminated pursuant to the provision of this Section. It is also understood that the MPO does not, by accepting a Specialty Consultant, warrant or guarantee the reliability or effectiveness of that entity's Services. 18.3.2 Work Outside Scope and Time of Payment The MPO shall have no obligation to reimburse the CONSULTANT for the services of any Specialty Consultant that may be in addition to the Services, or for those Specialty Consultant Services not previously made known to the MPO, or that are otherwise outside of the Scope of the Project unless and until the MPO has given written approval of such reimbursement. CONSULTANT agrees to pay all such Specialty Consultants for their Project related Services within thirty (30) calendar days after the CONSULTANT's receipt of payment, from the MPO for work performed by the Specialty Consultants, unless such payment is disputed by the CONSULTANT, and the MPO receives written notice thereof. 18.3.3 Specialty Consultant Contracts The CONSULTANT shall provide a copy of all relevant provisions of this AGREEMENT to all Specialty Consultants hired by it, or for which it may have management responsibilities and shall inform all Specialty Consultants that all Services performed hereunder shall strictly comply with the AGREEMENT terms and provisions. The CONSULTANT shall also furnish the MPO, upon demand, with a copy of all CONSULTANT Specialty Consultant contracts. The MPO agrees that it shall not demand that the CONSULTANT hire a particular Specialty Consultant for the Project. 18.3.4 The CONSULTANT shall be entitled to mark-up a subconsultants fee by 10%. The CONSULTANT shall provide a copy of the subconsultants scope of work and fee proposal to the MPO and it shall become part of Exhibit A to the Task Order. 18.4 Assignment and Delegation The MPO and the CONSULTANT bind themselves and their respective partners, successors, executors, Page 33 of 36 MPO Mobility Plan RFQ2019-3107 administrators, and assigns, to the other party of this AGREEMENT in respect to all duties, rights, responsibilities, obligations, provisions, conditions, and covenants of this AGREEMENT; except that the CONSULTANT shall not assign, transfer, or delegate its rights or duties, or either or both of these things, under this AGREEMENT without the prior written consent of the MPO. The MPO has the absolute right to withhold such consent at its convenience, and, furthermore, if the CONSULTANT attempts to assign, transfer, or delegate its rights or duties in violation of these provisions without the MPO's consent, then the MPO may terminate this AGREEMENT as a breach of contract by the CONSULTANT and a failure by the CONSULTANT to substantially perform its obligations hereunder, and any such assignment shall be null, void, and of no legal effect whatsoever. The MPO shall have the right to assign its rights (or any part of them) or to delegate its duties and obligations (or any part of them) to another entity that shall be bound by all applicable terms and conditions as provided in this AGREEMENT. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of the MPO, nor shall it be construed as giving any rights or benefits hereunder to anyone other than the MPO or the CONSULTANT. 18.5 Audits 18.5.1 Periodic Auditing of CONSULTANT's Books The Consultant’s financial and accounting records (“Books”) specific to this AGREEMENT may (but need not) be kept separate and apart from the CONSULTANT's other Books; but the MPO shall have the right, at any reasonable time and through any of its designated agents or representatives, to inspect and audit the Books for the purpose of verifying the accuracy of any Invoice or Completion Report and to ensure payment to subconsultants or vendors of the CONSULTANT. In addition, upon request of the MPO, the CONSULTANT shall prepare an audit (for the most recent fiscal year) for the MPO, which shall include the CONSULTANT's paid salary, fringe benefits, general and administrative overhead costs, and the total amount of money paid by the MPO to the CONSULTANT. The audit shall be certified as true and correct by, and shall bear the signature of, the CONSULTANT's chief financial officer or its certified public accountant. 18.5.2 Retention of Books The CONSULTANT shall retain the Books, and make them available to the MPO as specified above, until the later of five (5) years after the date of termination of this AGREEMENT, or such longer time if required by any federal, state, or other governmental law, regulation, policy, or contractual or grant requirement or provision. 18.5.3 Overpayment In the event any audit or inspection conducted after final payment, but within the period provided in Section 15 above, reveals any overpayment to the CONSULTANT by MPO under the terms of the Agreement, CONSULTANT shall refund such overpayment to MPO within thirty (30) days of notice by the MPO. 18.6 Availability of Funds The obligations of the MPO under this AGREEMENT are subject to the availability of funds lawfully appropriated for its purpose by the Board of MPO Commissioners of Martin MPO. Page 34 of 36 MPO Mobility Plan RFQ2019-3107 18.7 Pledge of Credit The CONSULTANT shall not pledge the MPO's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien or any form of indebtedness. The CONSULTANT further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this AGREEMENT. 18.8 Public Records 18.8.1 The CONTRACTOR shall comply with the provisions of Chapter 119, Fla. Stat. (Public Records Law), in connection with this Agreement and shall provide access to public records in accordance with §119.0701, Fla. Stat. and more specifically Contractor shall: a. Keep and maintain public records required by the County to perform the Agreement. b. Upon request from the County’s custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Fla. Stat. or as otherwise provided by law. c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the CONTRACTOR does not transfer the records to the County. d. Upon completion of the Agreement, transfer, at no cost, to the County all public records in possession of the CONTRACTOR or keep and maintain public records required by the County to perform the Agreement. If the CONTRACTOR transfers all public records to the County upon completion of the Agreement, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the Agreement, the CONTRACTOR shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County’s custodian of public records, in a format that is compatible with the information technology systems of the County. 18.8.2 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (772) 419-6959, public_records@martin.fl.us, 2401 SE MONTEREY ROAD, STUART, FL 34996. 18.8.3 Failure to comply with the requirements of this Article shall be deemed a default as defined under the terms of this Agreement and constitute grounds for termination. 18.9 Truth Negotiation Certificate Execution of this Agreement by the CONSULTANT shall act as the execution of a truth Page 35 of 36 MPO Mobility Plan RFQ2019-3107 negotiation certificate certifying that the wage rates and costs used to determine the compensation provided for in this Agreement are accurate, complete and current as of the date of the Agreement and no higher than those charged the CONSULTANT's most favored customer for the same or substantially similar service. The wage rates and costs shall be adjusted to exclude any significant sums should the MPO determine that the wage rates and costs were increased due to inaccurate, incomplete or noncurrent wage rates or due to inaccurate representations of fees paid to outside consultants. The MPO shall exercise its rights under this "Certificate" within one (1) year following final payment. MPO has the authority and right to audit CONSULTANT's records under this provision. The MPO does not hereby waive any other right it may have pursuant to Florida Statutes §287.055, as it may be from time to time amended. 18.10 Federal and State Taxes The MPO is exempt from payment of Florida State Sales and Use Taxes. The CONSULTANT shall not be exempt from paying sales tax to its suppliers for materials used to fulfill contractual obligations with the MPO, nor is the CONSULTANT authorized to use the MPO's Tax Exemption Number in securing such materials. The CONSULTANT shall be responsible for payment of all federal, state, and local taxes and fees incurred in connection with this AGREEMENT. 18.11 Governing Law; Venue Prior to the initiation of any litigation by the parties concerning this Agreement, and as a condition precedent to initiating any litigation, the parties agree to first seek resolution of the dispute through non- binding mediation pursuant to Article 13 above. The validity, interpretation, construction, and effect of this AGREEMENT shall be in accordance with and governed by the laws of the State of Florida, only. Venue for any lawsuit to enforce the terms and obligations of this Agreement shall lie exclusively in Martin MPO, Florida. 18.12 Remedies, Attorneys’ Fees and Costs All remedies provided in this AGREEMENT shall be deemed cumulative and additional, and not in lieu or exclusive of each other or of any other remedy available to either party, at law or in equity. If any legal action or other proceeding is brought for the enforcement of this AGREEMENT or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this AGREEMENT, each party shall bear its own costs and attorney’s fees. 18.13 Entire Agreement This AGREEMENT, including the Exhibits hereto, constitutes the entire AGREEMENT between the parties, and shall supersede and replace all prior or contemporaneous negotiations, correspondence, conversations, agreements or understandings, written or oral, relating to the matters set forth therein, and that specifically related to the execution of this particular document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. 18.14 Amendment Page 36 of 36 MPO Mobility Plan RFQ2019-3107 This AGREEMENT may be amended or modified only by a writing of import equal to this AGREEMENT, and as duly authorized and executed by the parties. 18.15 Severability If any term or provision of this AGREEMENT or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable for the remainder of this AGREEMENT, then the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected, and every other term and provision of this AGREEMENT shall be deemed valid and enforceable to the extent permitted by law. In the event any provision hereof or be determined to be unenforceable or invalid, such unenforceability or invalidity shall not affect the remaining provisions of this AGREEMENT, which shall remain in full force and effect. To that extent, this AGREEMENT is deemed severable. 18.16 Headings The headings of the Sections of this AGREEMENT are for the purpose of convenience only, and shall not be deemed to expand, limit, or modify the provisions contained in such Sections. 18.17 Construction All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the party or parties may require. The parties hereby acknowledge and agree that each was properly represented by counsel and this AGREEMENT was negotiated and drafted at arm's length so that the judicial rule of construction to the effect that a legal document shall be construed against the draftsperson shall be inapplicable to this AGREEMENT. IN WITNESS WHEREOF, this AGREEMENT has been fully executed on behalf of the parties hereto by its duly authorized representatives, as of the date first written above. MARTIN MPO MARTIN MPO POLICY BOARD MARTIN COUNTY, FLORIDA Beth Beltran Name Martin MPO Administrator MPO Chairman APPROVED AS TO FORM & CORRECTNESS BY THE COUNTY ATTORNEY RFP2019-3107