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1363 Middlesex Corp.� PURCHASING DEPARTMENT TRANSMITTAL MEMORANDUM ,�ORIGINA To: City Clerk/ City Manager RE: Middlesex Corp., Piggy back Contract with Seminole County The item(s) noted below is /are attached and forwarded to your office for the following action(s): Development Order Final Plat (original mylars) Letter of Credit Maintenance Bond Ordinance Performance Bond Resolution Once completed, please: ❑ Return original ❑ Return copy Special Instructions: Executed contract ® Mayor's signature �enng ( � �10 Safe keeping (Vault) EF Bond ❑ City Manager Signature ® City Clerk Signature Please advise if you have any questions regarding the above. Thank you! From Date T:\Dept_ forms \City Clerk Transmittal Memo - 2009.doc 1 ' DOCUMENT APPROVAL Contract/Agreement Name: Middlesex Corp., Contract Approval: 6` Date Ia � Date - �ih 12y����v i Attorney Date Finance Urector City Of Sanford { Agreement With The Middlesex Corporation' w For Pavement Management Services (Piggyback) � „1ry This Agreement made and entered into this /5 ay of November, 2010 by and 'tL4i between the: a City of Sanford, Florida City Hall 300 North Park Avenue Sanford, Florida 32771 a municipal corporation of the State of Florida, holding tax exempt status, hereinafter referred to as the "City,” and: The Middlesex Corporation One Spectacle Pond Road Littleton, Massachusetts 01460 a Massachusetts corporation, authorized to do business in the State of Florida, hereinafter referred to as the "Contractor'. The City and the Contractor are collectively referred to herein as the "parties ". Witnesseth: Whereas, the Contractor has entered an agreement to provide services to Seminole County, Florida pursuant to an Agreement which Agreement continues to be in effect (hereinafter collectively the "Seminole County Agreement "); and Whereas, the City desires to retain the Contractor for the work identified in the specifications outlined in the Seminole County Agreement and for the periods set forth in the Seminole County Agreement; and Whereas, the Seminole County Agreement is attached hereto as Exhibit "A" along with the certain other documents relating thereto to include, but are not limited to, the documents relating to Invitation For Bids IFB- 600562- 09 /GMG, which is incorporated herein by this reference thereto; and Whereas, the City desires to employ the Contractor for the performance to support the activities, programs, and projects of the City upon the terms and conditions hereinafter set forth and in the Seminole County Agreement, and the Contractor is desirous of performing and providing such services upon said terms and conditions; and Whereas, the Contractor hereby warrants and represents to the City that it is Page 1 competent and otherwise able to provide professional and high quality services to the City; Now, Therefore, in consideration of the mutual covenants and agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed by and between the parties hereto as follows: Section 1: Extent Of Agreement/Integration /Amendment. (a). This Agreement, together with the exhibits, constitutes the entire integrated Agreement between the City and the Contractor and supersedes all prior written or oral understandings in connection therewith. This Agreement, and all the terms and provisions contained herein including, without limitation, the exhibits, constitute the full and complete agreement between the parties hereto and supersedes and controls over any and all prior agreements, understandings, representations, correspondence and statements regardless of whether written or oral. (b). This Agreement may only be amended, supplemented, or modified by a formal written amendment. (c). Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when expressed in writing and duly signed by the parties. Section 2: No General City Obligation. (a). In no event shall any obligation of the City under this Agreement be or constitute a general obligation or indebtedness of the City, a pledge of the ad valorem taxing power of the City or a general obligation or indebtedness of the City within the meaning of the Constitution of the State of Florida or any other applicable laws, but shall be payable solely from legally available revenues and funds. (b). The Contractor shall not have the right to compel the exercise of the ad valorem taxing power of the City. Section 3: General Provisions. (a). Each party hereto represents to the other that it has undertaken all necessary actions to execute this Agreement and that it has the legal authority to enter into this Agreement, and to undertake all obligations imposed on it. The person(s) executing this Agreement for the Contractor certifies /certify that he /she /they is /are authorized to bind the Contractor fully to the terms of this Agreement. (b). This Agreement is for the services as described in this Agreement and the Seminole County Agreement and are to be accomplished in accordance with the controlling provisions of law and as directed by the City to include all labor and materials that may be required. Page 2 (c). The Contractor acknowledges that the City may retain other contractors to provide the same types of services for City projects. The City reserves the right to select which contractor shall provide services for City projects. (d). The Contractor acknowledges that the City has retained, or may retain, other contractors and the coordination between said contractors and the Contractor may be necessary from time -to -time for the successful completion of each Work Order. The Contractor agrees to provide such coordination as necessary. (e). The Contractor agrees to provide and ensure coordination between goods /services providers. (f). Time is of the essence of the lawful performance of the duties and obligations contained in this Agreement to include, but not be limited to, each Work Order. The parties covenant and agree that they shall diligently and expeditiously pursue their respective obligations set forth in this Agreement and each Work Order. (g). The Contractor shall maintain an adequate and competent staff and professionally qualified persons throughout the performance of this Agreement to ensure acceptable and timely completion of each Work Order. (h). Requirements for signing and sealing plans, reports and documents prepared by the Contractor shall be governed by the laws and regulations of Seminole County and State regulatory agencies. (i). No claim for services furnished by the Contractor not specifically provided for herein shall be honored by the City. Section 4: Commencementlimplementation Schedule Of Agreement. (a). The Contractor shall commence the provision of services as described in this Agreement immediately upon execution of this Agreement and a Work Order thereunder. (b). The Contractor and the City agree to make every effort to adhere to the schedules established for the various Work Orders as described in each Work Order. However, if the Contractor is delayed at any time in the provision of services by any act or omission of the City, or of any employee of the City, or by any other contractor employed by the City, or by changes ordered by the City, or by strikes, lock outs, fire, unusual delay in transportation, unavoidable casualties, or any other causes of force majeure not resulting from the inactions or actions of the Contractor and beyond the Contractor's control which would not reasonably be expected to occur in connection with or during performance or provision of the services, or by delay authorized by the City pending a decision, or by any cause which the City shall decide to justify the delay, the time of completion shall be extended for such reasonable time as the City may decide in its sole and absolute discretion. It is further expressly understood and agreed that the Contractor shall not be entitled to any damages Page 3 or compensation, of any type or nature, or be reimbursed for any losses on account of any delay or delays resulting from any of the aforesaid causes or any other cause whatsoever. Section 5: Length Of Agreement. (a). The term of this Agreement is coextensive with the term of the Seminole County Agreement. (b). The Contractor's services shall begin upon written notification to proceed by the City as set forth in a Work Order. (c). The Contractor's services shall be on a Work Order basis and may include matters such as serving as an expert witness. Section 6: Description Of Services. (a). The Contractor agrees to provide the services as outlined and described in this Agreement all of which are to be provided to the City in accordance with the controlling provisions of law as more specifically outlined in Exhibit "A" and Work Orders issued hereunder. (b). The Contractor shall diligently and in a professional and timely manner perform and provide the services outlined herein or as included in each subsequently entered Work Order. Unless modified in writing by the parties hereto, the duties of the Contractor shall not be construed to exceed the provision of the services pertaining to this Agreement. (c). The City and the Contractor agree that there may be certain additional services required to be performed by the Contractor during the performance of the Work Orders that can not be defined sufficiently at the time of execution of this Agreement. Such services shall be authorized in writing as a Change Order. The Work Orders may contain addititonal instructions or provide specifications upon certain aspects of this Agreement pertinent to the work to be undertaken. Such supplemental instructions or provisions shall not be construed as a modification of this Agreement. Section 7: Notices. (a). Whenever either party desires to give notice unto the other, it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended, at the place last specified, and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this Section. (b). For the present, the parties designate the following as the representative places for giving of notice, to -wit: (1). For the City: Page 4 City Manager City of Sanford City Hall 300 North Park Avenue Sanford, Florida 32771 (2). For the Contractor: The Middlesex Corporation Little to The Middlesex Corporation 10801 Cosmonaut Boulevard Orlando, FL 32824 0 (c). Written notice requirements of this Agreement shall be strictly construed and such requirements are a condition precedent to pursuing any rights or remedies hereunder. The Contractor agrees not to claim any waiver by City of such notice requirements based upon City having actual knowledge, implied, verbal or constructive notice, lack of prejudice, or any other grounds as a substitute for the failure of the Contractor to comply with the express written notice requirements herein. Computer notification (e -mails and message boards) shall not constitute proper written notice under the terms of the Agreement. Section 8: Work Orders. (a). The provision of services to be performed under this Agreement may commence immediately upon the execution of this Agreement or a Work Order as directed and determined by the City. Services to be provided by the Contractor to the City shall be negotiated between the Contractor and the City. Each Work Order shall reference this Agreement by title and date, include a detailed description of quantities, services, and a completion schedule, and will be provided on the Contractor's letterhead. Services described in said Work Order will commence upon the issuance of a City Notice -to- Proceed. (b). If the services required to be performed by a Work Order is clearly defined, the Work Order shall be issued on a "Fixed Fee" basis. The Contractor shall perform all services required by the Work Order but in no event shall the Contractor be paid more than the negotiated Fixed Fee amount stated therein. (c). The Contractor and the City agree to make every effort to adhere to the schedule established for the various Work Orders described in the Work Order. (d). If the services are not clearly defined, the Work Order may be issued on a "Time Basis Method" and contain a Not -to- Exceed amount. If a Not -to- Exceed amount is provided, the Contractor shall perform all work required by the Work Order; but in no event shall the Contractor be paid more than the Not -to- Exceed amount specified in the applicable Work Order. (e). For Work Orders issued on a "Fixed Fee Basis," the Contractor may invoice the Page 5 amount due based on the percentage of total Work Order services actually performed and completed; but in no event shall the invoice amount exceed a percentage of the Fixed Fee amount equal to a percentage of the total services actually completed. (f). For Work Orders issued on a "Time Basis Method" with a Not -to- Exceed amount, the Contractor may invoice the amount due for actual work hours performed; but in no event shall the invoice amount exceed a percentage of the Not -to- Exceed amount equal to a percentage of the total services actually completed. (g). Each Work Order issued on a "Fixed Fee Basis" or "Time Basis Method" with a Not - to- Exceed amount shall be treated separately for retainage purposes. If the City determines that work is substantially complete and the amount retained, if any, is considered to be in excess, the City may, at its sole and absolute discretion, release the retainage or any portion thereof. (h). For Work Orders issued on a "Time Basis Method" with a Limitation of Funds amount, the Contractor may invoice the amount due for services actually performed and completed. The City shall pay the Contractor one hundred percent (100 %) of the approved amount on Work Orders issued on a "Time Basis Method" with a Limitation of Funds amount. Section 9: Change Orders. (a). The City may revise the description of services set forth in any particular Work Order. (b). Revisions to any Work Order shall be authorized in writing by the City as a Change Order. Each Change Order shall include a schedule of completion for the services authorized. Change Orders shall identify this Agreement and the appropriate Work Order number. The Change Orders may contain additional instructions or provisions specific upon certain aspects of this Agreement pertinent to the services to be provided. Such supplemental instructions or provisions shall not be construed as a modification of this Agreement. An agreement between the parties on and execution of any Change Order shall constitute a final settlement and a full accord and satisfaction of all matters relating to the change of work and /or services and to the impact of the change on unchanged goods and /or work including, but not limited to, all direct and indirect costs of whatever nature and all adjustments to the Contractor's schedule. (c). If instructed by the City, the Contractor shall change or revise work that has been performed, and if such work is not required as a result of error, omission or negligence of the Contractor, the Contractor may be entitled to additional compensation. The Contractor must submit for City approval a revised proposal with a revised fee quotation. Additional compensation, if any, shall be agreed upon before commencement of any such additional work and shall be incorporated into the work by Change Order to the Work Order. Page 6 Section 10: Compensation. (a). Compensation to the Contractor for the services performed on each Work Order shall be as set forth the Work Order /Change Order or as set forth in the Seminole County Agreement which enumerates rates and charges of the Contractor. (b). The City shall not pay for reimbursable items such as gas, tolls, mileage, meals, etc. and other items not directly attritbutable to items produced for each Work Order. (c). Work performed by the Contractor without written approval by the City's designated representative shall not be compensated. Any work performed by the Contractor without approval by the City is performed at the Contractor's own election. (d). In the event the City fails to provide compensation under the terms and conditions of this Agreement, the Contractor shall notify the City's designated representative in order that the City may take remedial action. Section 11: Invoice Process. (a). Payments shall be made by the City to the Contractor when requested as work progresses for services furnished, but not more than once monthly. Each Work Order shall be invoiced separately. The Contractor shall render to the City, at the close of each calendar month, an itemized invoice properly dated, describing all services rendered, the cost of the services, the name and address of the Contractor, Work Order Number, Contract Number and all other information required by this Agreement. (b). Invoices which are in an acceptable form to the City and without disputable items will be processed for payment within thirty (30) days of receipt by the City. (c). The Contractor will be notified of any disputable items contained in invoices submitted by the Contractor within fifteen (15) days of receipt by the City with an explanation of the deficiencies. (d). The City and the Contractor will make every effort to resolve all disputable items contained in the Contractor's invoices. (e). Each invoice shall reference this Agreement, the appropriate Work Order and Change Order if applicable, the billing period, and include the Project Status Report for the period being billed. (f). The Florida Prompt Payment Act shall apply when applicable. (g). Invoices are to be forwarded directly to: Finance Director City Hall Page 7 City of Sanford 300 North Park Avenue Sanford, Florida 32771 Section 12: Severability /Construction. (a). If any term, provision or condition contained in this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable, shall not be affected thereby, and each term, provision, and condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law when consistent with equity and the public interest. (b). All provisions of this Agreement shall be read and applied in pari materia with all other provisions hereof. (c). Violation of this Agreement by the Contractor is recognized by the parties to constitute irreparable harm to the City. (d). Venue for any lawsuit arising under this Agreement shall be in the Circuit Court in and for Seminole County, Florida, with regard to State actions, and in the United States District Court for the Middle District of Florida (Orlando) with regard to Federal actions. Section 13: Indemnity. (a). To the fullest extent permitted by law, the Contractor shall indemnify, hold harmless, and defend the City, its agents, servants, officers, officials, and employees, or any of them, from and against any and all claims, damages, losses, and expenses including, but not limited to, attorneys fees and other legal costs such as those for paralegal, investigative, and legal support services, and the actual costs incurred for expert witness testimony arising out of or resulting from the performance or provision of services required under this Agreement, provided that same is caused in whole or part by the error, omission, negligent act, failure to act, malfeasance, misfeasance, conduct, or misconduct of the Contractor, its agents, servants, officers, officials, employees, or subcontractors. The City does not waive its right to assert consquential damages against the Contractor. (b). In accordance with Section 725.06, Florida Statutes, adequate consideration has been provided to the Contractor for this obligation, the receipt and sufficiency of which is hereby specifically acknowledged. (c). Nothing herein shall be deemed to affect the rights, privileges, and immunities of the City as set forth in Section 768.28, Florida Statutes. (d). In claims against any person or entity indemnified under this Section by an employee of the Contractor or its agents or subcontractors, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Page 8 Section shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for the Contractor or its agents or subcontractors, under workers compensation acts, disability benefits acts, or other employee benefit acts. (e). The execution of this Agreement by the Contractor shall obligate the Contractor to comply with the indemnification provision in this Agreement; provided, however, that the Contractor shall also comply with the provisions of this Agreement relating to insurance coverages. Section 14: Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same document. In Witness Whereof, the parties hereto have made and executed this Agreement on the respective dates under each signature with the City acting through its City Commission and the Contractor signing by and through itp duly authorized corporate officer having the full and complete authority to execute samT§ n n Attest. Authoriz d orpora A esting Corporat icer Alfred S . President SE Attest. J net Dougherty, City Verk For use and reliance of the CnnfnrA rihi r r%mmieainn nnly The R11' 1� • i r• •• • I President & COO Date City Of Sanford Linda hn, Mayor . Date II Page 9 EXHIBIT A TERM CONTRACT FOR PAVEIODI:W MARAZWOM PROGRAM (IFS - 600562-09 /Gl G) T/' HIS AGREEOWNT is made and entered into this oG...,3 day of C 20�, by and between T= XrDDLESEB CORPORATION, duly authorized to conduct business In the State of Florida, whose address is One Spectacle Pond Road, Littleton, Massachusetts 01460, hereinafter called "CONTRACTOR and S=EMIOLE COt]Mr, a political subdivision of the State of Florida, whose address is Seminole County Services Building, 1101 East First Street, Sanford, Florida 32771, hereinafter called "COUNTY ". W I T N E S S E T B: AREAS, COUNTY desires to retain the services of a competent and qualified contractor to provide road construction materials and services for Seminole County; and WBEREAS, COUN'T'Y has request received expressions of interest for the retention of services of ctors; and NBBRBAS, CONTRACTOR is competent and qualified to provide road construction materials and services for COUNTY and desires to provide services according to the terms and conditions stated herein, NOw, TREREWORE, in consideration of the mutual understandings and covenants set forth herein, COUNTY and CONTRACTOR agree as follows: SECTION 1. SERVICES. (a) COUNTY does hereby 'retain CONTRACTOR to furnish materials /services as further described in the Scope of Services attached hereto as Exhibit A and made a part hereof. CONTRACTOR shall also be bound by all requirements as contained in the solicitation package and all addenda thereto. Required materials /services shall be specifically enumerated, described and depicted in the Purchase Orders authorizing purchase of specific materials /services. This Agreement Pavement Management Program The Middlesex Corporation IFB- 600562- 09 /GMG Page 1 of 18 CERTIFIED COPY MARYANNE WRSE CLERK OF CtRC01T COURT +al: c nn. RI oil er I n�c J standing alone does not authorize the purchase of materials or require COUNTY to place any orders for work. (b) At the time of any specific work, the COUNTY will obtain cost proposal from the multiple Contractors. The successful CONTRACTOR for that specific work shall provide Performance Bond, Payment Bond and Workmanship Bond, if work exceeds TWO HUNDRED THOUSAND AND N01100 DOLLARS ($200,000.00). The Bonds shall equal one hundred percent (100 %) of the work amount. SECTION 2. TERM. This Agreement shall take effect on the date of its execution by COUNTY and shall run for a period of three (3 ) years. At the sole option of COUNTY, this Agreement may be renewed for two (2) successive periods not to exceed one (1) year each. Expiration of the term of this Agreement shall have no effect upon Purchase Orders issued pursuant to this Agreement and prior to the expiration date. Obligations entered therein by bo ties shall remain in effect until delivery and acceptance of the ma erials /services authorized by the Purchase Order. SECTION 3. AUTSORIZaTION FOR SERVICES. Authorization for provision of materials /services by CONTRACTOR under this Agreement shall be in the form of written Purchase Orders issued and executed by COUNTY and signed by CONTRACTOR. A sample Purchase Order is attached hereto as Exhibit B. Each Purchase Order shall describe the materials /services required and shall state the dates for delivery of materials /services and establish the amount and method of payment. The Purchase Orders will be issued under and shall incorporate the terms of this.Agreement. COUNTY makes no covenant or promise as to the number of available Purchase Orders or that CONTRACTOR will perform any Purchase Order for COUNTY during the life of this Agreement. COUNTY reserves the right to contract with other parties for the services contemplated by this Agree- Pavement Management Program The Middlesex Corporation IFB- 600562- 09 /GMG Page 2 of 18 ment when it is determined by COUNTY to be in the best interest of COUNTY to do so. SECTION 4. TINE FOR COMPLETION. The materials /services to be provided by CONTRACTOR shall be delivered, as specified in such Purchase Orders as may be issued hereunder, within the time specified therein. SECTION 5. COMPENSATION. COUNTY agrees to compensate CONTRACTOR for the professional services called for under this Agreement on a Fixed Fee basis. When a Purchase Order is issued for a Fixed Fee basis, then the applicable Purchase Order Fixed Fee amount shall include any and all reimbursable expenses. SECTION 6. PAYMENT AND BILLING. (a) CONTRACTOR shall supply all materials/ services required by the Purchase Order; but in no event shall CONTRACTOR be paid more than the negotiated Fixed Fee amount stated within each Purchase Order. (b) For Purchase Orders isu on a Fixed Fee basis, CONTRACTOR may invoice the amount due based on the ercenta a of total p g Pur chase Order materials /services actually provided; but in no event shall the invoice amount exceed a percentage of the Fixed Fee amount equal to a percentage of the total services actually completed. (c) Payments shall be made by COUNTY to CONTRACTOR when requested as materials/ services are furnished but not more than once monthly. Each Purchase Order shall be invoiced separately. At the close of each calendar month, CONTRACTOR shall render to COUNTY an itemized invoice, properly dated, describing any materials /services provided, the cost of the materials /services therein, the name and address of CONTRACTOR, Purchase Order Number, Contract Number and any other information required by this Agreement. The original invoice and one (1) copy shall be sent to: Pavement Management Program The Middlesex Corporation IFB- 600562- 09 /GMG Page 3 of 18 Director of County Finance Seminole County Board of County Commissioners Post Office Bone 8080 Sanford, Florida 32772 Two (2) copies of the invoice shall.be sent to: Public Works 500 W. Lake Mary Blvd., Suite 200 Sanford, Florida 32773 (d) Payment shall be made after review and approval by COUNTY within thirty. (30) days of receipt of a proper invoice from CONTRACTOR. SECTION 7. GENERAL TERMS OF PAYMENT AND BILLII9G. (a) Upon satisfactory delivery of materials /services required hereunder and upon acceptance of the materials /services by COUNTY, CONTRACTOR may invoice COUNTY for the full amount of compensation provided for under the terms of this Agreement less any amount already paid by COUNTY. COUNTY shall pay CONTRACTOR within thirty (30) days of receipt of proper invoice. (b) COUNTY may perform oreierformed an audit of the records of CONTRACTOR after final payment to support final payment hereunder. This audit would be performed at a time mutually agreeable to CONTRACTOR and COUNTY subsequent to the close of the final fiscal period in which the last materials /services are provided. Total compensation to CONTRACTOR may be determined subsequent -to an audit as provided for herein and the total compensation so determined shall be used to calculate final payment to CONTRACTOR. Conduct of this audit shall not delay final payment as provided by subsection (a) of this Section. (c) CONTRACTOR agrees to maintain all books, documents, papers, accounting records and other evidence pertaining to materials/ services provided under this Agreement in such a manner as will readily conform to the terms of this Agreement and to make such materials/ services available at CONTRACTOR's office at all reasonable times during the Pavement Management Program The Middlesex Corporation IFB- 600562- 09 /GMG Page 4 of 18 Agreement period and for five (5) years from the date of final payment under the contract for audit or inspection as provided for in subsection (b) of this Section. (d) In the event any audit or inspection conducted after final payment but within the period provided in paragraph (c) of this Section reveals any overpayment by COUNTY under the terms of the Agreement, CONTRACTOR shall refund such overpayment to COUNTY within thirty (30) days of notice by COUNTY. SECTION 8. RESPONSIBILITIES OF CONTRACTOR. Neither COUNTY's review, approval or acceptance of, nor payment for any of the materials /services required 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. CONTRACTOR shall be and always remain liable to COUNTY in accordance with applicable law for any and all damages to COUNTY caused b�iTRACTOR's negligent or wrongful provision of any of the materia s /services furnished under this Agreement. SECTION 9. 'i'MUKMTION . (a) COUNTY may, by written notice to CONTRACTOR terminate this Agreement or any Purchase Order issued hereunder, in whole or in part, at any time, either for COUNTY's convenience or because of the failure of CONTRACTOR to fulfill its Agreement obligations. Upon receipt of such notice, CONTRACTOR shall immediately discontinue all services affected, unless the notice directs otherwise, and deliver to COUNTY all data, drawings, specifications, reports, estimates, summaries and any and all such other information and materials/ services of whatever type or nature as may have been accumulated by CONTRACTOR in performing this Agreement, whether completed or in process. Pavement Management Program The Middlesex Corporation IFB- 600562- 09 /GMG Page 5 of 18 (b) If the termination is for the convenience of COUNTY, CONTRACTOR shall be paid compensation for services performed to the date of termination. (c) If the termination is due to the failure of CONTRACTOR to fulfill its Agreement obligations, COUNTY may take over the work and prosecute the same to completion by other agreements or otherwise. In such case, CONTRACTOR shall be liable to COUNTY for all reasonable additional costs occasioned to COUNTY thereby. CONTRACTOR shall not be liable for such additional costs if the failure to perform the Agreement arises without any fault or negligence of CONTRACTOR; provided, however, that CONTRACTOR shall be responsible and liable for the actions of its subcontractors, agents, employees and persons and entities of a similar type or nature. Such causes may include acts of God or of the public enemy, acts of COUNTY in its sovereign or contractual capacity, fires, floods, epidemics, quarantine resirions, strikes, freight embargoes, and unusually severe weather; but in every case the failure to perform must be beyond the control and without any fault or negligence of CONTRACTOR. (d) If after notice of termination for failure to fulfill its Agreement obligations it is determined that CONTRACTOR had not so failed, the termination shall be conclusively deemed to have been effected for the convenience of COUNTY. In such event, adjustment in the Agreement price shall be made as provided in subsection (b) of this Section. (e) The rights and remedies of COUNTY provided for in this Section are in addition and supplemental to any and all other rights and remedies provided by law or under this Agreement. SECTION 10. AGREEMENT AND PURCHASE ORDER IN CONFLICT. Whenever the terms of this Agreement conflict with any Purchase Order issued Pavement Management Program The Middlesex Corporation IFB- 600562- 09 /GMG Page 6 of 18 pursuant to it, this Agreement shall prevail. SECTION 11. EQUAL OPPORTUNITY EMPLOYMENT. CONTRACTOR agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age, disability or national origin and will take steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age, disability, or national origin. This provision shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training including apprenticeship_ SECTION 12. NO CONTINGENT FEES. CONTRACTOR warrants that it has not employed or retained any company or person other than a bona fide employee working solely for COT F R to solicit or secure this cs Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm other than a bona fide employee working solely for CONTRACTOR, any fee, commission, percentage, gift or other consideration contingent upon or resulting from award or making of this Agreement. For the breach or violation of this provision, COUNTY shall have the right to terminate the Agreement at its sole 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 13. CONFLICT OF INTEREST. (a) CONTRACTOR agrees that it will not contract for or accept employment for the performance of any work or service with any individual, business, corporation or government unit that would create a conflict of interest in the performance of its obligations pursuant to Pavement Management Program The Middlesex Corporation IFH- 600562- 09 /GMG Page 7 of 18 this Agreement with COUNTY. (b) CONTRACTOR agrees that it will neither take any action nor engage in any conduct that would cause any COUNTY employee to violate the provisions of Chapter 112, Florida Statutes, relating to ethics in government. (c) In the event that CONTRACTOR causes or in any way promotes or encourages a COUNTY officer, employee or agent to violate Chapter 112, Florida Statutes, COUNTY shall have the right to terminate this Agreement. SECTION 14. ASSI(MNT. This Agreement, or any interest herein, shall not be assigned, transferred, . or otherwise encumbered under any circumstances by the parties hereto without prior written consent of the other party and in such cases only by a document of equal dignity herewith. SECTION 15. RS. the event that CONTRACTOR, during the course of the work under this greement, requires the services of subcontractors or other professional associates in connection with services. covered by this Agreement, CONTRACTOR must first secure the prior express written approval of COUNTY. If subcontractors or other professional associates are required in connection 'with the services covered by this Agreement, CONTRACTOR shall remain fully responsible for the services of subcontractors or other professional associates. SECTION 16. INDEMNIFICATION OF COUNT$. CONTRACTOR agrees to hold harmless and indemnify COUNTY and its commissioners, officers, employees and agents against any and all claims, losses, damages or lawsuits for damages arising from, allegedly arising from or related to the provision of services hereunder by CONTRACTOR. Pavement Management Program The Middlesex Corporation IFB- 600562- 09 /GMG Page 8 of 18 SECTION 17. INSURANCE. (a) GENERAL CONTRACTOR shall, at its own cost, procure the insurance required under this Section. (1) Prior to commencement of work pursuant to this Agreement, CONTRACTOR shall furnish COUNTY with a Certificate of Insurance signed by an authorized representative of the insurer evidencing the insurance required by this Section (Workers Compensation /Employer's Liability, Commercial General Liability, and Business Auto). COUNTY and its officials,. officers, and employees shall be named additional insured under the Commercial General Liability Policy. The Certificate of Insurance shall provide that COUNTY shall be given not less than thirty (30) days written notice prior to the cancellation or restriction of coverage. Until such time as the insurance is no longer required to be maintained by CONTRACTOR, 01 _ CONTRACTOR shall provide COith a renewal or replacement Certificate of Insurance not less than thirty (30) days before expiration or replacement of the insurance for which a previous certificate has been provided. (2) The Certificate shall contain a statement that it is being provided in accordance with the Agreement and that the insurance is in full compliance.with the requirements of the Agreement. In lieu of the statement on the Certificate, CONTRACTOR will at the option of COUNTY submit a sworn, notarized statement from an authorized representative of the insurer that the Certificate is being provided in accordance with the Agreement and that the insurance is in full compliance with the requirements of the Agreement. (3) In addition to providing the Certificate of Insurance, if required by COUNTY, CONTRACTOR shall within thirty (30) days after receipt_of the request provide COUNTY with a certified copy of each of Pavement Management Program The Middlesex Corporation IFB- 600562- 09 /GMG Page 9 of 18 the policies of insurance providing the coverage required by this Section. (4) Neither approval by COUNTY nor failure to disapprove the insurance furnished by CONTRACTOR shall relieve CONTRACTOR of its full responsibility for performance of any obligation including CONTRACTOR indemnification of COUNTY under this Agreement. (b) INSURANCE COMPANY REQUIREMEN'S Insurance companies providing the insurance under this Agreement must meet the following requirements: (1) Companies issuing policies other than Workers' Compensation must. be authorized to conduct business in -the State of Florida and prove same by maintaining Certificates of Authority issued to the companies by the Department of Insurance of the State of Florida. Policies for Workers' Compensation may be issued by companies authorized as a group self -i by Section 624.4621, Florida Statutes. (2) In addition, such companies other than those authorized by Section 624.4621, Florida Statutes, shall have and maintain a Best's Rating of 'A -" or better and a Financial Size Category of 'VII" or better according to A.M. Best Company. (3) If during the period which an insurance. company is providing the insurance coverage required by this Agreement, an insurance company shall: (i) lose its Certificate of Authority, (ii) no longer comply with Section 624.4621, Florida Statutes, or (iii) fail to maintain the requisite Best's Rating and Financial Size Category, CONTRACTOR shall, as soon as CONTRACTOR has knowledge of any such circumstance, immediately notify COUNTY and immediately replace the insurance coverage provided by the insurance company with a different insurance company meeting the requirements of this Agreement. Until Pavement Management Program The Middlesex Corporation IFB- 600562- 09 /GMG Page 10 of 18 such time as CONTRACTOR has replaced the unacceptable insurer with an insurer acceptable to COUNTY CONTRACTOR shall be deemed to be in default of this Agreement. (c) SPECIFICATIONS Without limiting any of the other obligations or liability of CONTRACTOR, CONTRACTOR shall, at its sole expense, procure, maintain, and keep in force amounts and types of insurance conforming to the minimum requirements set forth in this subsection. Except as otherwise specified in the Agreement, the insurance shall become effective prior to the commencement of work by CONTRACTOR and shall be maintained in force until the Agreement completion date. The amounts and types of insurance shall conform to the following minimum requirements. (1) Workers' Compensation /Employer's Liability (A) CONTRACTOR's insurance shall cover CONTRACTOR for liability which would be covered/il e latest edition of the standard b Workers' Compensation Policy as file for use in Florida by the National Council on Compensation Insurance, without restrictive endorsements. CONTRACTOR will also be responsible for procuring proper proof of coverage from its subcontractors of every tier for liability which is a result of a Workers' Compensation injury to the subcontractor's employees. The minimum required limits to be provided by both CONTRACTOR and its subcontractors are outlined in subsection (c) below. In addition to coverage .for the Florida Workers' Compensation Act, where appropriate, coverage is to be included for the United States Longshoremen and Harbor Workers' Compensation Act, Federal Employers' Liability Act, and any other applicable Federal or State law. (B) Subject to the restrictions of coverage found in the standard Workers' Compensation Policy, there shall be no maximum limit on the amount of coverage for liability imposed by the Florida Pavement Management Program The Middlesex Corporation IFB- 600562- 09 /GMG Page 11 of 18 Workers' Compensation Act, the United States Longshoremen's and Harbor Workers' Compensation Act or any other coverage customarily insured under Part One of the standard Workers' Compensation Policy. (C) The minimum amount of coverage under Part Two of the standard Workers' Compensation Policy shall be: $100,000.00 (Each Accident) $100,000.00 (Disease - Policy Limit) $100,000.00 (Disease -Each Employee) (2) Commercial General Liability (A) CONTRACTOR's insurance shall cover CONTRACTOR for those sources of liability which would be covered by the latest edition of the standard Commercial General Liability Coverage Form (ISO Form CG 00 01), as filed for use in the State of Florida by the Insurance Services Office, without the attachment of restrictive endorsements other than the elimination of Coverage C, Medical Payment and the elimination of coverage for Fire Legal Liability. e� (B) The minimum inits to be maintained by CONTRACTOR (inclusive of any amounts provided by an Umbrella or Excess policy) shall be as follows: General Aggregate Personal & Advertising Injury Limit Each Occurrence Limit LIMITS Three (3) Times the Each Occurrence Limit $300,000.00 $300,000.00 (3) Business Auto Policy (A) CONTRACTOR'S insurance shall cover CONTRACTOR for those sources of liability which would be covered by Part IV of the latest edition of the standard Business Auto Policy (ISO Form CA 00 01), as filed for use in the State of Florida by the Insurance Services Office, without the attachment of restrictive endorsements. Coverage shall include owned, non - owned, and hired autos. Pavement Management Program The Middlesex Corporation IFB- 600562- 09 /GMG Page 12 of 18 (B) The minimum limits to be maintained by CONTRACTOR (inclusive of any amounts provided by an Umbrella or Excess policy) shall be per - accident, combined single limit for bodily injury liability and property damage liability. If the coverage is subject to an aggregate, CONTRACTOR shall maintain separate aggregate limits of coverage applicable to claims arising out of or in connection with the work under this Agreement. The separate aggregate limits to be maintained by CONTRACTOR shall be•a minimum of three (3) times the per - accident limit required and shall apply separately to each policy year or part thereof. (C) The minimum amount of coverage under the Business Auto Policy shall be: LIMITS Each Occurrence Bodily $300,000.00 Injury and Property Damage Liability Combined (d) COVERAGE The insurar�e ovided by CONTRACTOR pursuant to this Agreement shall apply on a primary basis and any other insurance or self - insurance maintained by COUNTY or COUNTY's officials, officers, or employees shall be excess of and not contributing with the insurance provided by or on behalf of CONTRACTOR. (e) OCCURRENCE BASIS The Workers' Compensation Policy and.the Commercial General Liability required by this Agreement shall be provided on an occurrence rather than a claims -made basis. (f) OBLIGATIONS Compliance with the foregoing insurance requirements shall not relieve CONTRACTOR, its employees, or its agents of liability from any obligation under a Section or any other portions of this Agreement. It shall also be the responsibility of CONTRACTOR to ensure that all of its subcontractors performing services under this Agreement are in compliance with the insurance requirements of this Agreement as defined above. Pavement Management Program The Middlesex Corporation IFB- 600562- 09 /GMG Page 13 of 18 SECTION 18. DISPUTB RESOLUTION. (a) In the event of a dispute related to any performance or payment obligation arising under this Agreement, the parties agree to exhaust COUNTY dispute resolution procedures prior to filing suit or otherwise pursuing legal remedies. COUNTY dispute resolution procedures for proper invoice and payment disputes are set forth in Section 22.15, "Prompt Payment Procedures," Seminole County Administrative Code. Contract claims include all controversies, except disputes addressed by the "Prompt Payment Procedures," arising under this Agreement within the dispute resolution procedures set forth in Section 8.1539, "Contract Claims," Seminole County Administrative Code. (b) CONTRACTOR agrees that it will file no suit or otherwise pursue legal remedies based on facts or evidentiary materials /services that were not presented for consideration in COUNTY dispute resolution procedures set forth in subsect d L A) above of which CONTRACTOR had knowledge and failed to present` - during COUNTY dispute resolution procedures. (c) In the event that COUNTY dispute resolution procedures are exhausted and a suit is filed or legal remedies are otherwise pursued, the parties shall exercise best efforts to resolve disputes through voluntary mediation. Mediator selection and the procedures to be employed in voluntary mediation shall be mutually acceptable to the parties. Costs of voluntary mediation shall be shared equally among the parties participating in the mediation SECTION 19. REPRESENTATIVES OF COUNTY AM CONTRACTOR. (a) It is recognized that questions in the day -to -day conduct of performance pursuant to this Agreement will arise. COUNTY, upon request by CONTRACTOR, will designate and advise CONTRACTOR in writing of one or more of its employees to whom all communications pertaining to the day- Pavement Management Program The Middlesex Corporation IFB- 600562- 09 /GMG Page 14 of 18 to -day conduct of this Agreement shall be addressed. The designated representative shall have the authority to transmit instructions, receive information and interpret and define COUNTY'S policy and decisions pertinent to the work covered by this Agreement. (b) CONTRACTOR shall at all times during the normal work week designate or appoint one or more representatives who are authorized to act on behalf of and bind CONTRACTOR regarding all matters involving the conduct of the performance pursuant to this Agreement and shall keep COUNTY continually and effectively advised of such designation. SECTION 20. ALL PRIOR AGREEMENTS SUPERSEDED. This document incorporates and includes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contain 3 referred to in this document. ,�d Accordingly, it is agreed that no Weviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. SECTION 21. MODIFICATIONS, AMINUMENTS, OR AIMERATX .. No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. SECTION 22. INDEPENDENT CONTRACTOR. It is agreed that nothing herein contained is intended or should be construed as in any manner creating or establishing a relationship of co- partners between the parties, or as constituting CONTRACTOR (including its officers, employees, and agents) as an agent, representative or employee of COUNTY for any purpose or in any manner whatsoever. CONTRACTOR is to be and shall remain forever an independent contractor with respect to all Pavement Management Program The Middlesex Corporation IFB- 600562- 09 /GMG Page 15 of 18 services performed under this Agreement. SECTION 23. AMLOYBE STATUS. Persons employed by CONTRACTOR in the performance of services and functions pursuant to this Agreement shall have no claim to pension, workers' compensation, unemployment com- pensation, civil service or other employee rights or privileges granted to COUNTY'S officers and employees either by operation of law or by COUNTY. SECTION 24. SERVICES NOT PROVIDED FOR. No claim for services furnished by CONTRACTOR not specifically provided for herein shall be honored by COUNTY. SECTION 25. PUBLIC RECORDS LAW. CONTRACTOR acknowledges COUNTY'S obligations under Article I, Section 24, Florida Constitution, and Chapter 119, Florida Statutes, to release public records to members of the public upon request. CONTRACTOR acknowledges that COUNTY is required to comply with Article I, Section�2 Florida Constitution, and Chapter a 119, Florida Statutes, in the hand1 g of the materials /services created under this Agreement and that said statute controls over the terms of this Agreement. SECTION 26. COMPLIANCE WITS LAWS AND REGULATIONS. In providing all services pursuant to this Agreement, CONTRACTOR shall abide by all statutes, ordinances, rules, and regulations pertaining to or regulating the provisions of such services including those now in effect and hereafter adopted. Any violation of said statutes, ordinances, rules or regulations shall constitute a material breach of this Agreement and shall entitle COUNTY to terminate this Agreement immediately upon delivery of written notice of termination to CONTRACTOR. SECTION 27. NOTICES. Whenever either party desires to give notice unto the other, it must be given by .written notice, sent by registered or certified United States mail, return receipt requested, Pavement Management Program The Middlesex Corporation IFB- 600562- 09 /GMG Page 16 of 18 addressed to the party for whom it is intended at the place last specified. The place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this Section. For the present, the parties designate the following as the respective places for giving of notice, to -wit: For COUNTY: Public Works 500 W. Lake Mary Blvd., Suite 200 Sanford, Florida 32773 For CONTRACTOR: The Middlesex Corporation One Spectacle Pond Road Littleton, Massachusetts 01460 SECTION 28. RIGMTS AT LAW RETAINED. The rights and remedies of COUNTY provided for under this Agreement are in addition and supplemental to any other rights and remedies provided by law: IN WITNESS WMEREOF, the partjle /hereto have made and executed this Agreement on the date below written - for execution by COUNTY. JkTT%ST: MIDDLESEX RPORATION BY e Robert Mabardy Se ary Davi occi e33'. imating (CORPORATE SEAL) Date: [Balance of this page left intentionally blank; attestations continued on page 18 of 18] Pavement Management Program The Middlesex Corporation IFB- 600562- 09 /GMG Page 17 of 18 ATTEST: BOARD OF COUNTY COMMISSIONERS SEMINOLE CO A - 7- L�C By MARY BOB D I, Chai man Clerk to the Boar of County Commission rs of Date a 3 -v� Seminole County, lori For the use and bgjjaf' ice As authorized for execution of Seminole County only. by the Board, f County Commissioners at their 20 Approved as to form and regular m ting. legal suff' ien County A torney AEC /sjs 3/2/09 9 :%QNrv%E-ww1 Secretery C82 %rurchaeing 2009V4reew"t5XXrZ- 600567 -09 - Middlesex Corp.doc Attachments: Exhibit A - Scope of Services Exhibit B - Sample Purchase Order Pavement Management Program The Middlesex Corporation IFB- 600562- 09 /GMG Page 18 of 18 Extil(71 ` I A "' Section 'I — General Description of Services Seminole County is looking for two (2) competent Contractors to furnish Road construction products to Seminole County Public Works Department, Roads- Stormwater Division, considering options of materials only and/or in -place services to include labor, materials, equipment and all incidentals necessary for various road projects as described in the Requirements. Authorization for performance of services by the selected Contractor(s) under this agreement shall be in the form of written Release Orders issued and executed by the County on an as needed basis. Mandatory Minimum Qualification Requirements for Professional Contractors: Applicants shall be prequallfied with the Florida Department of Transportation to perform all work as presented in this solicitation. The contractor and or sub contractor must be FDOT pre - qualified at time of bid opening. Applicants are required to supply asphalt to Seminole County from their own FDOT Certified Asphalt Plant. TECHNICAL REQUIREMENTS FOR PART A: Labor and Materials: Alternate I: Furnish all labor, materials and equipment necessary for asphaltic concrete, surface treatment and friction course in -place anywhere in Seminole County. Alternate II: Furnish labor, materials, and equipment for sand and seal in -place anywhere in Seminole County. Alternate Ill: Furnish labor, materials, and equipment for milling eAsting asphalt pavement in- place anywhere in Seminole County, Alternate IV: Furnish labor, materials, and equipment for temporary pavement marking lr - place anywhere in Seminole County, . Alternate V: Furnish labor, materials and equipment for speed humps, miscellaneous small asphalt areas (such as driveway connectors, railroad crossing, etc.) and adjustment of traffic bearing covers (such as manhole ring covers, water valve covers, etc.) in- place, anywhere in Seminole County Placement of pavement reinforcement will consist of the contractor supplying all labor and equipment to place fabric or geo- textile materials supplied by the County anywhere in Seminole County. Altemate VI: Furnish labor, material and equipment for placement of asphalt products anywhere in Seminole County Materials Only: Alternate VII: Furnish asphaltic materials to Seminole County (no In place services). VA SPECIFICATIONS Alternate I : The asphaltic materials, the in -place services, and the plant produdng these materials shall be furnished in full compliance with all specifications in the latest edition of the Florida Department of Transportation (FDOT) Standard Specification for Road and Bridge Construction and subsequent revisions. The requirements of FDOT Section 331 -4 (Latest Edition) for the General Composition of Asphaltic Concrete Mixture shall be deemed met by submitting copies of the approved job mix formula for FDOT work in the same general area and using the same materials proposed for use in the adjacent County project At the Contractors option, an independent job mix formula may be submitted, designed by a recognized commercial laboratory at the contractor's expense. No mix shall be produced until the proposed job mix formula has been approved by the Seminole County, County Engineer or designated Contract Manager. Alternate iI : The sand and seal materials and the in -place services shall be furnished in full compliance with FDOT Section 300 and subsequent revisions. Altemate III: The milling of existing asphalt pavement shall include hauling and disposal. The milling services shall be furnished in full compliance with FDOT Section 327 and subsequent revisions. Seminole County reserves the right to receive 100% of milled materials. All material shall be hauled by the contractor to a designated County materials yard or preferred area(s) within a maximum distance of 10 miles. Any material that is not received by the County will be hauled and disposed of by the contractor at a reduced cost to the County. Altemate IV : The temporary pavement marking and the in -place services shall be fumished in full compliance with FDOT Section 102 -10 and subsequent revisions. Aitemate V : The in -place speed humps, miscellaneous small asphalt areas (such as driveway connectors, railroad crossing, etc.) and the adjustment of traffic bearing covers (such as manhole ring covers, water valve covers and similar covers) shall be in full compliance with all applicable FDOT sections, subsequent revisions and as specified by the County usirig'approved methods. Altemate VI : SAME AS ALTERNATE I above technical requirements. DELIVERY OF MATERIALS AND SERVICES: Material Delivery: Maximum of 2 work days After Receipt of Order (ARO) in -Place Delivery: (Labor/Equipment/Materials) maximum of 7 calendar days to begin work After Receipt of Order. 3 Section 4 — Price Schedule — Revised Per Addendum in PROJECT: Pavement Management Program - IFB- 600562- 05 /GMG Name of Bidder. Tie Middlesex Corporation Mailing Address One Spectacle Pond Road, J,itticton, MA 01460 Street Address: One Spectacle Pond Road City /Stat&Op: j,, Weton_ MA 01460 Phone Number: (mss ) 742- 400 FAX Number 978 742 - 4434 Contact Persons) for the placement of the orders) and coordination of Service: Name: Joe Meier Telephone No.: 407 -206 -0077 Fax No.: 407 -206 -3559 E -mall address: imeLc Mftdisx c o.co m Emergency No.: 407- 427 -7076 Name: Telephone No.: Fax No.: E-mail address: Emergency No.: Pursuant to and in compliance with the Invitation for Bid, Instructions to Bidders, and the other documents relating thereto, the undersigned Bidder, having familiarized himself with the terms of the Contract Documents, local conditions affecting the performance of the Work, and the cost of the Work at the places scoe where the Work Is to be done, hereby proposes and agrees to provide services in a workmanlike manner and In strict conformity with Contract Documents, including Addenda Nos. _ 1 through `�_ , on file at the Purchasing and Contracts Division for the amount hereinafter set forth. The undersigned, as Bidder, declares that the only persons or parties interested In this bid as principals are those named herein; that this bid Is made without collusion with any person, firm' or corporation; and he proposes and agrees, if the bid is accepted, that he/she will execute 'an Agreement with the COUNTY in the form set forth In the Contract Dorcuments; that he/she will furnish the Insurance Certificates. 12 Notes: 1. Cost shall be Inclusive all of labor, materials, transportation, equipment, insurance, bonds, coordination and Incidentals necessary for the completion of the work in its entirety. BID GUARANTEE ACCOMPANYING THIS BID IS biddees bond (insert the word(s) "cashier's' check," bidder's bond," oertitied check," or other security as provided by law, as the case maybe) in an amount equal to at least five percent @%) of the Total Bid, payable to the BOARD OF COUNTY COMMISSIONERS, SEMINOLE COUNTY, FLORIDA The undersigned deposits abov"amed security as a Bid guarantee and agrees that it shall be forfeited to the COUNTY as liquidated damages In case this Bid Is accepted by the COUNTY and the undersigned fails to execute an Agreement with the COUNTY as specified in the Contract Documents accompanied by the required Payment and faithful Performance Bonds with Sureties satisfactory to the COUNTY, and accompanied by the required certificate's of Insurance average, and endorsements. Should the COUNTY be required to engage the services of an adomey in connection with the enforcement of this Bid, Bidder promises to pay COUNTY's reasonable attorneys fees and oasts (including attorney's fees and costs on appeals) Incurred with or without suit. IN WITNESS WHEREOF, BIDDER has hereunto executed this PRICE SCHEDULE FORMS* . this 16th day of - pebroay . 20_ (Name of BIDDER) (S ature of person si§vIng FORM) . . David Soc4 Senior Vice President E4ftating (Printed name and title of person signing FORM) 13 c 7 O U I.L V L Q n. d A cr c� T T U a . C W CL U $ g o 8 8 F- != 3 4 f- t i 0 + g m Ul Y► \ ` M N ' yy Ni w - N �.i Yvaj Y Ul s y O z CY �t 19 A cr c� T T U a . C W CL U / § � f � k f 2 � � k ■ A 2 � .9 f 2 § $ � CL $ � § CD � CL k V V io 2 E N 401� # t _ ® « $ c ) cr ® 2 ' ' ' © & q \ ; § © 2 I 0 � k & k $ k �'\ ° t cl � . § LL 0 2 44 f \ { ® z tr ° > 2 o cx k. a § cr I 9 ul @ 400. � « ® \ $ c 2 o 8 k % � § / ! � � ■ 2 ... • ® CL ■ 0 2 2 � 2 _ §} §§ � §a a � z E . � $ 2 � - � k a 2 2 k . z _ .. 4 � .9 f 2 § $ � CL $ � § CD � CL k V io 2 401� # t 0 $ c ) ul - LL ® I 0 � k & K $ k ° t cl � ° ® - § ® z tr ° > 2 o cx k. N I ul a 400. cr $ c 2 o 8 k % � § / ! 2 ' • ® CL ■ 0 2 2 � �2J » §§ § §a a � z E . � $ 2 � § z � E k 99 E f g _C 0 a Q . 0 v m ui v► Q fl� 0 Q PIZ IA vs G► er} v► to i9 IL Of ee � LL (� � g IL J v � �` � o �" � N ° �' N � o N I�► h- �' a SJ ` N g � g ' �j v '� m � U a , a ca 8 C B 0 c s M Z m E a Z 9 CL V 9 G a x CL 3 E CL �Q� y U C O V p a 1 0 0 0 O o M v v PS of Zf O O t {� iD LL . qo e � } s , 0 U E z c� F tv E Q. Y - .L i+ 0 Y C m V Q . Q . o ff M L V 0 0 0 V. x m Z c . U 2 � 2 f 2 � � 2 � e 2 s � � CL a o . $ / p k g I % k J 4 1 - k / # � t 40 m e # . IL � . P.k O § �� \��� © � a 2' / 3 ■ ® _ 7 k k � . � % § a i � $ � � d . $ Iq % & ■ ■ J is f. I § $ i � � $ k 2 � k i FLORIDA SALES. A9-11 -033995.= FEDERAL SALESAJSE 59-740013K Board of County Commissioners Seminole County, Florida ORDER_ Page 1 EXHIBIT B ORDER NUMBER: §UBMPf ALL INVOICES IN DUPLICATE TOe CLERK — B.C.C. FINANCE DIVISION POST OFFICE BOX 8D80 PURCHASING AND CONTRACTS DMSION ,AUTHORIZED SIGNATURE SANFOAD, FL 32772 -0669 Axis. Payable kv** es - Phone (407) 965 -7881 for SEMM E COUNTY BOARD OF COUNTY COL"SSONERS F50ILtiWAS UPARIIBIT•AYAM MID COIfl1oAM DWI6AM 1105 E 19MI EET. COUNTY $13M MI I I&M. FKSM 9hNR DRARVA . ft0e (IW) l &T1M! FAX Wn 686.7956 SAMPLE P URCMASE ORDER . _FLGIRIVW5 NATURAL CHOICE NMI TfllS ® T TO THE TERINS & CONDITIONS ON THE RE SIDE OF THIS ORDER §UBMPf ALL INVOICES IN DUPLICATE TOe CLERK — B.C.C. FINANCE DIVISION POST OFFICE BOX 8D80 PURCHASING AND CONTRACTS DMSION ,AUTHORIZED SIGNATURE SANFOAD, FL 32772 -0669 Axis. Payable kv** es - Phone (407) 965 -7881 for SEMM E COUNTY BOARD OF COUNTY COL"SSONERS F50ILtiWAS UPARIIBIT•AYAM MID COIfl1oAM DWI6AM 1105 E 19MI EET. COUNTY $13M MI I I&M. FKSM 9hNR DRARVA . ft0e (IW) l &T1M! FAX Wn 686.7956 EXHIBIT C 2067 ELORtDA DEPARTMENT OF TRANSPORTATION DISI'ftICT 5 • Federal fi A m f n f s tm ttoti Emergency Relief Program Local Governments that atiffer serious damage on Federa"M highways as a result of a natural disaster or camstiopUc failures from an external cause may be eligible for Emergency Relief £ands from k'I3WA. Bmergency Relief fan& are available for permanent repairs and emergency repairs. Por complete desa& on the ER Progtam, please refer to the Emergency Relief Manual. The elecfxonie version may be accessed at www.ffiLw&dor-en(reporti/erm/!-ndmLtm For questions concerning "Permanent Repairs" contact: Tom ] foscoso POT Disuict 5 Spec of Projects Supervisor (386) 943 -5466 Santoro. 373 -5466 thomas�noscosoCdot.starr^fLua For questions concerning "Emergency Repairs" contact: S1 irley Matthews #DO'S` District 5 JPA Coordinator (386) 943 -5452 Suncom 3 73-54-52 skid ey. ma tthews@jd o ts tate, ff. us 1 i i i i i f E i ! i Page i of 24 Contract Requirements for Emergency Relief Program Agreements EXHIBIT C Agreements for emergency work that are entered into by Local Governments with third parties to perform Emergency Relief Program work for which the Local Government intends to seek reimbursement involving FHWA Emergency .Relief Program funds, must: comply with all Federal contract provision requirements outlined or referred to in 23 CFR Part 633A. a. Third party agreements must be negotiated, solicited or openly bid by the Local Government b. Include provisions mandating compliance with - Davis-Bacon wage rates and include the wage rate tables in the agreement, said tables being available at: hftgdlwww. dot. state .fl.usiconstructiontwaae,hbn Davis -Bacon does not apply to dabris removal agreements. c. include the "Required Contract Provisions for Federal -Aid Construction Contracts" (FHWA - -1273) a copy of which Is attached hereto. d. 'Mandate compliance with Federal "Buy America Requirements", a copy which Is attached hereto. ' e. Mandate coordination • by the Local Government and the third party contractor with the Department to assure compliance with the requirements of the National Environment Policy Act (NEPA) of 1969. f Mandate compliance with 49 CFI? Part 26, Disadvantaged Business Enterprise Program, Including the requirements for the Contractor and for the Local'Govenurient to report monthly on'the Equal Opportunity Reporting System on the Department's website found at www. bf ai ncwe bagm codVbfzwebfl or I . g. Mandate compliance with all requirements as imposed by the American with Dlsabilltles Act of 1990 (ADA), the regulations of the Ferdeai government Issued thereunder. and assurance by the Local Government pursuarrt thereto. h. Mandate compliance with the convict labor prohibition in 23 U.S.C. 114. Convict labor cannot be used In Emergency Relief construction projects, Environmental Considemtlons: Rao& projects under the ER program must comply with'the requirements of the National Environmental Policy Act (NEPA) of 1969. Emergency repairs to restore essential travel, minimize the extent of damage, or protect remaining faciiffies are normally dasstfied as categorical exclusions under 23 CFR 771.117(cx9), as are ER projects to restore permanently the existing facility in -kind at the existing location. ref. 23 CFR Part 771.117(4). Page 2 of 24 EXHIBIT C However. I impacts to protected or otherwise sensitive or high -value resources are possible, advance coordination with the appropriate local, State; and Federal resource agencies should be closely considered to avoid or minirfhize project delays or shutdowns. On occasion, an Fit project that includes a betterment, whether or not eligible for ER funding, may require further NEPA review. Although on the surface a project may appear to quallry for a categorical exclusion, certain betterments may need either an environmental assessment (EA) to determine whether or not the project A cause sign cant environments! impacts, or an environmental impact statement (EIS) if s%w0lcant impacts are predicted. This is 8tusttated by the followkV example: Project Betterment Requiring Environmental Evaluation When repairing a secflon of roadway Inundated and seriously damaged by floodwaters, it was determined that a grade raise could be economically Justified for ER funding. Raising the grade of the roadway will require small amounts of additional right- of-way from adjacent wetland areas. In addition, In fulltn flood events, the higher roadway grade oould impound additional water and flood other upstream areas. As a result of the project's potential impact on wetlands and Uwe flooding patterns, further evaluation was necessary to determine the appropriate level of NEPA documentation. The NEPA project development process provides the final Federal-aid hfgha►ay project decision, occaslonally including a facility on new location. As noted above, ER projects to construct replacement facilities may require environmental assessments or environmental impact steisments, depending on the potential fever of knpads to resources, the value of the rBSOtrtces, and what If any. legal 'protections apply to the resources. However, even replacement facilities constructed at the existing location of the damaged hw ty may require extra environmental evaluation beyond that needed for a routine catagorloai exclusion. These situations are I fustrated by the folkr fng examples: Replacement: at New Location - A roadway was penrianently submerged by water backing up behind a naturaily created dam, and it has been determiner) re_ placement of the inundated highway facdify at its existing boaUDn is neither practical nor feasible, and various alternate locations may be available to relocate this section of highway. The NEPA process documents consideration of appropriate project Wternatives and their potential impacts mid determines that the preferred alternative 4 replacement of the old facility on a specft new loratfon or site. Although a categorical exclusion can be used if circumstances merit, early environmental coordination may determine Viet an FA or an EIS is necessary to do this. Replacement at Existing Lacat:fon An existing bridge over a river has been darnaaed beyond repair but can be replaced with a bridge of comparable width and length at tFis same loceffon. However, this section of river ooniains cxft=l habitat for a Federally. listed endangered species, which would be seriously impacted during the scheduled constriction period. As a result of this potential impact, the project dedslon could cot be categorically exaciuded, and additional NEPA evaluation and documentation was necessary. Page 3 of 24 EXHIBIT C R*VA• 4273 6luftf ie Version — MOreh 10.1M • required Contract Provisions Federal -Aid Construction Contracts cradation • Lit •'_/ of yi ddla m� rt Whimu Wage V. • . PAM m. R=)rd of Matedels. %W1 and Lab .jWU q i_ _d Jl 1_' 1 " a •..+/ h'Z� t �� tt_S •: s • , ,= {t• n D s : �1. " • `1 y..�� 'j . • t,�i •� i :tt . .� Mx ! L 7>• t • r: a , - ?`4i t ' U ip of tp t •t F=t_ for L Attachments 1. GENERAL 1. These oonfiact provisions shall apply to all work performed'on the contract by the contractor=s own organization. and with the assistance of workers under the Wntactorrs immediate supedntendence and to all work performed on the contract by piecework, station work, or by subcongaci+ Z fteept as otherwise provided for in each section, the contractor shall insert each subeonb acf all of the stipulations contained in these Respired Contract Provisions, and further require their inclusion in any.lower tier subcontract or purchase order that may in turn be made. The Required Contrac=t Provisions shall not be incorporated by refezence in any case. The prune contractor shall be responsi for compliance by any subcontractor or lower tier subcontractor with these Required CaDbact.Pmvisions. 3. A breach of ariy -of the . stipulations contained in these Required Contract Provisions shali.be sufficient.gmunds far termination of the contact. 4. A breach of the following clauses of the Required Contract Provisions may also be grounds fur debarment as provided in 29 CFR 5.12: ' Section i, paragraph 2; Section N, paragraphs 1, 2, 3, 4, aril 7; Section V, paragraphs 1 and 2a through 2g. s. Disputes arising out of the labor standards provisions of Section N (except paragraph 5) and Section V of these Required Contract Provisions shall not be subject to the general disputes clause of this contract. Sufi disputes shall be resolved in accordance wi th the procedures of the U.S_ Department of Labor (DOL) as set forth in 29 CFR 5, 6, and 7. Disputes within the meaning of this clause ineWe disputes between the contractor (or any of its subcontractors) and the contracting agency, the D04 or the contractor's employees or their representatives. 6. Seteatton of Labor: During the performance of this contract; the contractor shall not Page 4 of 24 . EXHIBIT C FHWA -12n Sedmrft Version — Ma h 10.1904 a. disaiminWe against labor from any other State, possession, or territory of the United States (accept for employment preference for Appalachian contracts, when applicable, as specifted In Attac lunent A), or b. b, employ convict labor for any purpose within the limits of the project unless it is labor performed by convicts who are on parole, supervised release, or probation. Ii. NONDISCRIMINATION (Applicable to all Federal -aid coustruction contracts and to all related subcontracts of $10,000 or store.) 1. Equal Employment Opportunity-- Equal employment opportunity (EEO) recpnremeal's not to discriminate and to take affirmative action to assure equal opportunity u set forth under laws, executive orders, roles, raosdons (28 CFR 35, 29 CPR 1630 and 41 CFR 60) and orders of the Secretary of tabor as modified by the provisions prescribed herein, and unposed pursoaaf to 23 U.S.C. 140 shall constitute the EEO and specific .affirmative adios standards for the contractc* project activities under this contract. The Equal Opportunity Construction Contract Specifications set fortis under 41 CFI?_ 60- 4.3 and the provisions of tha American Diasbiilid es Act of 1990 (42 U.S.C. 12101 et M.) set forth under 28 CFR 35 and 29 CFR 1630 am incorporated by reference in this contract. In the execution of this con tract, the contractor agrees to comply with tiie Mowing nrWh m specifiorequirement activities ofEEO: a. The contractor wfil work with the State bighway agency (SHA.) and the Federal Govanment in carrying out FRO obligations and in their review of his/her activities m ider the oontract. . b. The contractor will accept as his operating policy the Sollowing statement: 'it is tine policy. of this Company to assure that applicants are employed, end that employees are treated during employment, without regard to their race, re loR sex, color, national origin, age or disablity. Such action shall includa: employment; upgrading. demotion, or transfer; remi ment or recruitment advertising layoff or termination; rates of pay or other forms of compensetlog and selection for training, Indudkig apprenticeship, preapprenfic Np, and/or on -tjlob training." 2. EEO omcer. 'Fine contractor will designate and make Imown to the SR • ooatracting . officers an EEO Officer who will have Sea responsibility for and must be capable of effectively administering and promoting an active contractor program'of EEO and who must be assigned adequate authority and'responsibility to do so. • 3. Dissemination of Polley: All members of the contractor's staff wbo.are authorized to hire, supervise, promote, and discharge employees, or who recommend such action, or who are srrbstairdally involved in much action, will be made fully cognizant o4 and will implement, the contractor's EEO policy and omAmaml res ponsibilities to provide LBO in each gale and classification of employment. To ensure that the above agreiment will be met, the folipwing will be taken as a minimum: • a-- Periodic meetings of supervisory and personnel office employees will be conducted before the start of work and then not less often than once every six months, at which time the contraeWs EEO policy and its implementation will be reviewed and explained: The meetings will be conducted by the EEO b. All new supervisory or personnel office employees will be given a thorough indoctrination by the EEO Officer, covering all major aspects of the contractor's Page 5 of 24 EXHIBIT C F}{y A-IZT3 $Iecwk Verdm— finch 10, 1994 LzEO obligations within thirty days following their reporting for duty with the contractor. C, All personnel who are engaged in direct recruitment for the project will be instructed by the 'EEO Officer in the contractor's procedures for locating and hiring minority group employees. d. Notices and posters setting forth the contractor's EEO policy Will be placed in areas readily accessible t>; employees, applicants for employment and poteatiW employees. e. The contractor's EEO policy and the procedures to implement such policy will be broa& to the attention of employees by means of meetings, employee handbooks, or other appropriate means. 4. Recruitment: When advertising for employees, the contractor will include m all adve-tisements for employees the >,otation: "An Equal Opportunity Employer.' All such advertisements will be placed in publications having a large circulation among. minority groups is the area from which the project work force would nori nallybe derived. . a. The contractor will, unless precluded by a valid bargaming agreement, conduct systematic and direct reunitment through public and private employee refenid sources likely to yield qualified minority group applicants. To meet this requirement, _the contractor will identify sources of potential minority group employees, and establish with such identified sources procedures whereby minority group, applicants may by referred to the contractor for employment considem ion. b. is the event the contractor has a valid bargaining agreement providing for exclusive biring hall referral's, he is expected to observe the pravisibns of that agreement to the sdant that the syste n perimits the contractor's compliance with EEa contract provisions. (The 130E hss held that where irmpleraeatatiou ofstrch agreemeats have the effect of di9craninating against minorities or women, or obligates the confractor to do the same, such implemmtatiou violates Executive Order 11246, as amended.) c. The contractor' will encourage his present employees to refer minority group applicants for employment_ Information and procedures with regard to refenring minority group.applicants will be discussed with employees. 5. Personnel Actions: Wages, woddug conditions, and employee benefits shall be established and.. administered, and personnel actions of every type, including hiring, upgrading, promotion, transfer, demotion, layoff:, and termination, shall be taken. without regard to race, color, religimi, sac, national origin, age or disability. 7kc following procedures shall be followed: a. -The contractor will conduct periodic inspections of project sites to insure that working conditions and employee facUides do not indicate discritainatory treatment of project site personnel. b. The contractor will periodically evaluate the spread of wages paid within each classification to determine any evidence of discriminatory wage practices. ; c. Tine contractor will periodically review selected personnel actions in depth to determine whether there is evidence of disa irainzation- Where rAdence is found, t the contractor will promptly take corrective action. If the review indicates that the discrimination may extend beyond the actions reviewed, such corrective action shall include all affected persons. d. The contractor will promptly investigate all complaints of alleged discrimination made to the contractor in connection with his obligations under this coatrw:s, Page 6 of 24 EXHIBIT C • FHWA -1Zr3 Ef *OrAc Vtmbn— Mwch iO.1OD4 will attempt to resolve such complaints, and will take appmpriate corrective action within a reasonable time. If the investigation indicates that the; discLimination may affect persons other than the complainant, such corrective action shall include such othff pawns.. Upon completion of each investigation, the contractor will inform every complainant of all of his avenues of appeal. 6. 'training and Promotion: a. The contractor will assist in looting, qualifying, and increasing the skills of minority group and women =ployees, and applicants for employment. b. Consistent with the coaftactoes work force requirements and as pe nnissi'ble raider Federal and State regulations, the contractor shall make full use of training programs, i.e., app=1ice4bip, and onrtho-job training programs for the geographical area of watmct performance. Where feasfb]e, ?S percent of apprentices or trainees is each occupation sha>'l be in their first yet of apprenticeship or training. In' the event a special provision for training is provided under this contract, this subparagraph will be superseded as indicated in the special provision. - c. The contractor will + advise employe= and applicants for employment of available ftwning programs and entrance regluireinents for each. d. The contractor will periodically review the training and promotion potential of minority group ad women employees and will encourage eligible employees to apply for such training and promoiiota. 7. Unions: If the contractor relies in whole or in part upon unions as a source of employees, flee contractor will use his!lier best efforts to obtain the cooperation of such unions to ineraw opportunities for miamity groups and wormer withim The unions, and to effect referrals by such unions of minority and fentale employees. Actions by the contractor either dire c y or tlufuugh a contractofs association acting as agent will include the procedures set furih below: ' a. The contractor will use best efforts to develop, in cooperation with the nWon% joint training propwo aimed toward qualifying more mftwrity group members and women for membership in the unions and hmreasing the skills of minority getup employees and women so tbat tiney may qualify for higher paying MPlgymezit. b. The contractor v!iu use best efforts to ineoiporate an EEO clause into each union agreement to the end Mat such union will be contractually bound to refer applicants without regard to their me e, color, religion, sere, national origin, ago or disability. c. The oontmetor is to obtain information as bD the referral practices and. policies of the labor union except that to the extent such information is within the exclusive possession of the laboi union and such labor union refuses to furnish such infornation to the contractor; the contractor shall so certify to the SSA and shall set forth what efforts have been made to obtain such irifoanatiou. d. In the event the union is unable to provide the contractor with a reasonable flow of minority and women referrals within the time limit set forth in the collective bargaining agreement, the contractor will, through indepeade.nt reciuitmexit efforts, fill the employment vacancies without regard to race, .color, religion, sex, national origin, age or disability, making full efforts to obtain qualified and/or qualifiable minority group persons and women. (The DOL has held that it shall be no excuse that the union with which the contractor has a collective bargaining agreement providing for exclusive referral failed to refer minority Page 7 of 24 EXHIBIT C FflNA -I V3 E%okvdc venim WO 1% 104 employees.) In the event the union referral practice prevents the contractor from meeting the obligations pursuant to Executive Order 11246, as amended, and these special provisions, such contractor shall immediately notify the SHA_ 8. Selection of Subcontractors, Procurement of Materials - and Leasing of Equipmutt: The contractor shall not discriminate on the grounds of race, color, religion, sex, national origin, age or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. L The contractor shat] notify all potential subcontractors and suppliers of hiAer EEO obligations under this contract ' b. Disadvantaged business enterprises (DES, as defined in 49 CFR 23, shall have equal opportunity to compete for and perform subcontracts which the oontractor eaters into pursuant to this contract. The contractor will use bis best efforts to solicit bids from and to. utilize DBE subcontractors or subcontractors with meanimgfal miwdty group and female representation among their emaployexs. Contactors shall obtain lists of DBE construction firms from SEA personneL a The oontraclor vnT we his best efforts to erasure subcontractor compliance with their EEO obligations. 9. Records and Reports. The conbutor shall keep such records as necessary to doaament compliance with the EEO requirements. Such records shall be retained for a period of three years following completion' of the contract work and shall be available at reasonable times and ple= for ripe ction.by authorized representatives of the SHA and the FHWA. a. The records kept by the contractor shall document the Mowing. 1. The number of minority and nonmiaority group members and women employed in each work classification on the project; 2. The prograss and efforts- being made'. in woprxation with unions, when applicable, to increase employment opportunities for minorities and. woMe 3. The progress and eftbrts being made in locating, biring, training, qwd1fyiug, and upgrading minority and female employees; and 4. The progress and efforts-being made in sec ti ing the services of DBE subconhwtares or akconhactors with meaningful minority and female representation among their employees. b. The oontractors will submit an annual report to the SHA each -My for the dmation of the project, indicating the number of minority, women, and noiir minority group employees =tently engaged in each work class' $cation required by .the contract work. This information is to be reported on Form: FHWA -1391. If on -&&job trainng is being required by special provision, the contractor will be required to coiled and Mort training data. 11L _ NONSEGREGATSD FACILATIES (Applicable to all Federal -aid construction contracts and to all related subcontracts of S 1 opo or more.) a: By submission of this bid, the execution of this contract or subcontract; or the consurnmation of this material supply agreement or purchase order, as appropriate, the bidder, Federal -aid construction contractor, subcontractor, mateadal supplier, or vendor, as appropriate, certifies that the fiaru does, not maintain or provide for its employees any segregated facilities at any of its establisbments, and that the firm does not pennit its employees to perform their services at any location, under its control, where Page 8 of 24 EXHIBIT C FFWA-1273 Ektroric Vwdon— March 10, 1994 segregated factilities are maintained. The firm agrees that a breach of this certification is a violation of the EEO provisions of this o=tr act. The firm further certifies that no employee will be denied access to adequate facilities on the basis of sex or disabi�ty. b. As used in this certification, the terra " segegated, facilities" means any waiting rooms, work areas, restrooms and washrooms, restaurants and other eating areas, tiameclodcs, locker rooms, and other storage or dmasing areas, pasting lots, drinking fountains, recreation or eater 1- hurieut areas, transportation, and housing facilities provided for employees which are segregated by expUcit directive, or are, is fact, segregated on the basis of race, color, religion, national origin, age or disability, bec awe'of habit, local custoxa, or otherwise. The only exception will be for the disabled when the demands for accessibility override (e.g, disabled padCmg). C. The contractor agrees that it has obtained or will obtain identfcal certifladon from proposed subcontractors or matciial suppliers prior to award of subcoaftaets or oonsummation df material apply agreements of $ 10,000 or more acid that it will retain such certifications in its files. IV. PAYMENT OF PREDETERMINED MINIMUM WAGE (Applicable to all Federal-aid construction contracts exceeding $2,000 and to all related subcontracts, except for projects located on roadways plassified as local roads or rural nriaar collectors, which are exempt:.) 0. General: a. All mechanics and laborers employed or working upon the site of the work will be paid unconditionally and not less often than once a week and• without subsequent deduction or rebate on any account [except such payroll deductions as are petrnitted by regulations (29 CFR 3) issued by the Secretary of Labor under the Copeland Act 440 U.S.C. 276c)] the full amounts of viages and bona fide fifnge benefits (or cash equivalents thereof) due at time of payment. The payment shall be oomprtted at wage rates not less than those contained in the wage detemrinatUm of the Secretary of Labor (hereinafter "the wage determination") which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contactor or its atitbc;antraetors and such laborers and mechanica. The wage determinefion (including any additional classifications and wags rates conformed undcrpai"b 2 ofthis Section IV and ftDOLposter(WH -1321) or Form M WA -1495) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. FeT the purpose of this Section, contributions made or tests reasonably anticipated for bona fide fringe benefits under Section l(bX(2) of the Davis -Bacon Act (40. U.S.C. 276x) on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of Section N, paragraph 3b, hereof Also, for the purpose of this Section, regular contributions made or costs incmm d for more than a weekly period (but not less often. than quarterly) under plans, funds, or programs, which cover the particular weekly period, are deemed -to be constructively made or interred during such weekly period. Such labour= and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in paragraphs 4 and 5 of this Section IV. b.. Laborers or mechanics performing work in more ti= one classification may be compensated at the rate specified for each classification for the time actually Page 9 of 24 EXHIBIT C PAWA -9273 Bwtu a Version — UW%h 10, 1%4 worked therein, provided, thatthe employees payroll records acctaately set forth Page 10 of 24 -the time spent in each classification in whir„b work is performed. a All rulings and interpretations of the Davis -Bacon Act and related acts contained in 29 CFR 1, 3, and S are herein incorporated by reference in this oantract. 1. Ctassitiaation: ' a. 'Ibe' SHA contracting officer shall require That any class of laborers or mechanics employed under the contract, which; is not listed in the wage determination, shall be classified in conformance with the wage determination. b. Thie contacting officer "I approve an additional classific adon, wage rate and fringe lienef'its only when the following criteria-have been met: .1. the work: to be performed by th,e additional classification requested is not performed by a classification in the wage determination; 2. the additional classification is utilized in the arts by the construction industry; 3. the proposed wage rate, including arty bona $de fringe benefits, bears a reasonable relationship to the wage rates contained in the wags determination; and 4: with respect to helpers, when snob a classification prevails in the area in -which the wort. is performed. c. If the contractor or subcontractors, as appropriate, the laborers and mechanics (f known) to be employed in the additional classification or their representatives, and the contending officer agree on the classification and wage rate Cmejuding the amowat designated for fringe benefits where appropriate), a report of the action taken shall be Sent by the contracting officer to the DOL, Administrator of the Wage and Hour Division, Employment Standards Administration, Washington, D.C. 20210. The Wage and Hour AdmimistratM or an sntlwrized representative, will approve, modify, or disagprave every' additional classification action within 30 days of receipt and 3o advise the contracting. officer or will notify the contracting offiker within the 30-day period that additional time is necessary. d. In the event the contraction or subcontractors, as appropriate, the laborers or mechanics to be employed. is the additional classification or their representatiives, and &a contracting offices do not agree on the proposed classification erred wage rate (iaehkding the amount designated for frlage benefits, where appropriate), the contracting of i= shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Wage and Hour Administrator for determination. Said Addministrator, or an authorized representative, will issue a determination within 30. days of receipt and so advise the contracting officer or will notify' the contracting officer widrin the 30- dayperiod that additional timeis necessary el The wage rate (including 6xingebeae6ts where appropriate) detra pined pursuant to paragraph 2c or 2d of this Section rV shall be paid -to all workers performing work in the additional classification from the first day on which work is performed in the classification. 2. Payment of Fringe Benefits: a. Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor or subcontractors, as appropriate, shall either pay the Page 10 of 24 EXHIBIT C FHWA-1273 8$dronlo Vw5lon.— MwCh A ,944 benefit as stated in the wage determination or steep pay another bona fide fringe benefit or an hourly can equivalent thereof. b. If the contractor or subcontractor, as appropriate, does not make payments to a trustee or other diird person, helsbe may consider as a part of the wages of any laborer ofineebanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, provided, that the Secretary of Labor has t=d, upon the written request of the contractor, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. 3. Apprentices and Trainees (Programs of the U.S. DOL) and Helpers: a. Apprentices: I . Apprentices will be permitted to work at less than the predetermined rate far the work they performed when They are employed pursuant to and Individually registered in a bona Ede apprenticeship proms regime with the DOT, Employment and Training Administmtion, Buren of Apprenticeship and Training, or with a State apprenticeship agency recognized by the Bureau, or if a person is employed in his/her fast 90 days of probationary employment as an apprentice in such an appren cesbip progtim, who is not individually m&t,cred in the program, but who has beta certl5ed by the Bureau of Apprenticeship and Training or a State apprenticeship agency (where appropriate) to be elWble far probationary employment as an apprentice. 2. M allowable ratio of apprentices to journeyman-level employees on the job site in any craft cla*fieation shall not be greater than the ratio permitted - to the contractor as to the entire work force under the registered program. Any empplbyee listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate listed is the wage determination fur due classlf melon of work actually performed In addition, any apprentice performing work on the job site is excess of The ratio permitted under The registered progcarn shall be paid not less than the alrpli cable wage rate on the-wage dilation for the work actually pmformed. Where a contractor or subcontract' is -performing construction on a project in a locality other than that in which its progrmn is registered, the ratios and wage rates (expressed is percentages of the joumeyrnan level hourly rate) specified in the codtraeWs or subomftctofs registered program shall be observed. 3. Every apprentice must be paid at nai less than the rate spec Med in the registered•programn for the appam nticePs level of progress, expressed as a percentage • of the joumayman level hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprczrdces* program: If the . apprenticeship -program does not specify Tinge benefits, apprentices must be paid. the full arnoemt of fringe benefits listed on the wage. detemuination for the applicable classification. If the Administrator for the Wage and Hour Division determines that a different practice preyails for the applicable apprentice classification, fringes shall be paid in accordance with that deternnination. Page 11 of 24 FHWA -IZ73 E%cbanlc Version— W1arch V. 1994 EXHIBIT C 4. In the event the Bureau of Apprenticeship and Toiaing, or a State apptctxceship agency recognized by the Bureau, withdraws approval of an apprendceabip program, the contractor or subcontractor will no longer be pennitted to utilize apprentices at lea than the applicable pre<ietemained rate for the comparable work performed by regular employees until an acceptable program is approved. b. Trainees 1. Except as provided in 24 CFR 5.1 b, trainees wfil not be permitted to work at less dm the prede#runined rate for the work performed unless they are amployed puz=wt to and individually registered in a program which has received price- approval, mdeaeed by inr.roal certification by the DOL, Broploymeat and Training Administration. 2. The ratio of trainees to,jovmeyman -level employees on the job site shall not be - greater than permitted under die. plan approved by the Employment and Training Administration. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Trah&g Adminishi ion, shall be paid not less than the applicable wage rate on the wage deteminstion for the classification of work satually performe& in addition, any trainm preforming work on the job site in excess of the ratio peemitted under the xp&efed program shall be paid not less than the applicable wage rate on the wage determination for the work actually perfi>•med- 3. ' Every trainee must be p64 at not less than rate specified in -the approved program for hislber level of progress, wcpressed • as a percentage of The joumayma 0evel *hourly rage specified in the applicable wage determination. Trainees shalt be paid fringe benefits in acvonlanca with the provisions of the trainee program. If the trainee program, does not mention Wage benefits, trainees shalt be paid itie bU amoua of fungi benefits listed on the wage determnation unless the Adaunistrator of the Wags and Hour Division determines that there is art appreaticxship progrann associated with the corresponding jaurncyman- lcvel wage rate on the wage determination which provides for less biri fall fringe benefits for apprentices, in which case such trainees shall receive the some twinge benefits as apprentices. 4. In die event the Employment and Training Administration withdraws apgx oval of a training prog=4 the contractor or subcontractor wiU no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. C, Helpers:: Helpers will be permitted to work on a project if the helper classification is apeolFied and defined on the applicable wage- determination or is approved pursuant• to the conformance procedure set forth in Section N 2. Any worker listed on a payroll at a helper wage rate, who is not a helper under a approved definition, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. Page 12 of 24 EXHIBIT C F� WA-A= Eledt0rkVWzbn —VW?Eh 10,1@84 Page 15 of 24 of the registration of apprentices and trainees, and ratios and wage rates prescn'bed in the applicable programs. o, Each contractor and subcontractor shall famish, each week in which any contract work is performed, to the SHA resident engineer a payroll of wages paid each of its employees (including apprentices, trainees, and helpers, described in Section N, paragraphs 4 and 5, and watchmen and guards engaged on work during the preceding weekly payroll period). The payroll submitted slsall set out aecorately and completely all of the information required to be maintained under paragraph 2b of this Section V. This information maybe submitted in any form. desired: Optional Form WH 347 is available for this purpose and may be purchased from the Superintendent of Documents (Federal - stock number_ 029- 005 -0014 -1), U.S. Gov errnrnent Printing Odra; Washington, D.C. 20402. The prime contractor is responstMe for the submission of copies of ' payrolls by all subcontractors. d. Each payroll submitted shall be accompanied by a "Staterneitt of Compliance," signed by the for or subcontractor or his/her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: 1. that the payroll for the payroll period contains the information required to be. maimed under paragraph 2b of this Section V and that such information is correct and complete; 2. that such laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly fmm the full wages earned, other thaw permissible deductions as set E tth in the Regulations, 29 CFR 3; . . I that each laborer or mechanic bas been paid not less that the applicable ' wage rate and fringe benefits or cash equivalent for the classification of worked perfarmed, as specified in the applicable wage detennination incorporated into $e contract. e. The weekly submission of a properly executed certification set forth on the reverse. side of 8phorad Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph 2d of this Sectlorx V. £ The falsification of any of the above certifications may suibjeot the contractor to cavil or criminal prosecution under 18 T3.S.C.1001 and 31 U,S.G 231. g The contractor or subcontractor shall make the records required under paragrapb 2b of this Section V available for inspection, copying; or transcription by. authotized representatives of the SHA, the FHWA, or the DOL,, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fans to submit the required records or to make them available, the"SHA, the FHWA, the DOT, or all may, after. written notice to the contractor, sponsor, applicant, or owner, take such actions as may be necessary to cause the suspension of any further payment, advaace,.or guarantee of finds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. VI. RECORD OF MATERIALS, SUPPLIES, AND LABOR Page 15 of 24 EXHIBIT C FHWM1273 Eledmnlc V*VOO —March 10. U94 0. On all Federal-aid coWracts on the National I igbway System, except those which provide solely for the instellaaou of protective devices of railroad grade crossings, those which art; constructed on a force account or direct labor basis, highway besetification contracts, and contracts for which the total final construction cost for roadway and bridge is less than 51,000,000 (23 CFR 635) the contractor shall: a. Become familiar with the list of specific materials and supplies contained in Form FHWA -47, "Statement of Materials and Labor Used by Contractor of Highway Construction Involving Federal Funds," prior to the commencement of work under this contract. b. MahAdn a record of the total cost of all materials and supplies purchased for and incorporated in the work, and also of the quantities of those specific materials and supplies listed on Form FHWA -47,, and in the units shown on Fours FI WA-47. a umish, upon time completion of the contract, to the SAA resident engineer on Form FHWA -47 - together with the datm required in paragraph 1b rolativFuruishatenals and supplies, a final labor sumunary of all contrast work indicating the total horns worked and the total amount earned. 1. At the prime contractor's option, elther. a single report covering all contract work -or separate reports for the contractor and for each subconitact shall be submitted. VrL . SUBLETTING oa ASSIGNING THE CONTRACT 0. . The contractor shall perform with its owls orgatmiz man. contract work amounting to not less than 30 p=mt (or a greater percentage if specified elsewhere in the contract) of the total original contract price, exoWing aay specialty items designated by the State. Specialty items may be performed by subcontract and the amormt of any such specialty items performed may be deducted $our th6 total .original- contract price before compttmg amount of work required to be performed by the cou ract&s own organization (23 CM 635). a. "Its own organization' shall be construed to include only workers employed and paid directly by the prime chador and equipment owned or rented by the prune contractor, with or without operators. Such tern does not include wVloyees or equipment of a subcontractor, assigam, or agent of the prime' con metor. b. "Specialty Iterns" shall be construed to be Iunited to work that req*i s bighly specialized knowledge, abi ties, or equipment not ordinarily available in the type of contracting organizations qualified and expected to bid oa the contract as a whole and in general ere to be limited to minor components of time overall contract. 1. The contract amount upon which the requirements set forth m paragraph I of Section VII is computed includes The cost of material and manufachaed products• which are to be purchased or produced by the contractor under the contract provisions. 2. The contractor shall furnish (a) a competent superintendent or supervisor who is employed by the firm, has full authority to direct performance of the work in accordance with the contract requirements, and is in of all.copstroetion operations (regardless of wbo.performs the work) and (b) such other of its own. organizations] resomves (sixpuvision, management and engineering services) as the Sfu contracting officer deferMines is necessary to assure the performance of the contract. 3. No portion of the contract shall be sublet, assigned or otherwise disposed of except with the written consent of the SHA contracting officer, or authorized representative, and such consent when given shall not be construed to relieve the eonhwtor of any respondWity for the fulfillment of the contract. Written consent will be given only after the SHA. has assured 'that each subcontract is Page 16 of 24 EXHIBIT C F"A-1273 6echordc Vwdon — Mwch 10, 1994 evidenced in writing and that it contains all peafinent provisions and' requirements of the prime contrail. VIII. SAFETY: ACCIDENT PREVENTION 0. In the performance of this contract the oantmetor shall comply with all applicable Federal, State, and local laws governing safety, health, and sanitation (23 CFR 635). Tlrt coanhwaor shall provide all safeguards, safety devices and protective equipment and take any other needed actions as it determines, or as the SHA contracting officer may detmmine, to be reasonably necessary to protect the life and health of employees on the job and the safety of the public and to protect property in connection with the performance of the work covered by the contract. 1. R is a condition of this contract, and shall be made a condition of each subcontract, which the contractor eaters into pursuant to this contract, that the contractor and any "subcontractor shall not permit any employee, in performance of the contract, to work in =roundings or under conditions which are unsanitary, hazardous or dange rm to hislher health or safety, as determined under construction safety and health standards (29 CFR 19267 promulgated by the Secretary of Labor, in accordance with Section 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 333). 2. Pumiant to 29 CFR 1926.3, it is a condition of this vontrae that the Secretary of Labor or authorized eve thereof, shall have right of entry to any site of contract performance to inspect or investigate the matter of compliance with die construction safety and health standards and to carry out the duties of the Secretary under Section 107 of the Coitftact Work ldD= and Safety Surds Act (40 U.S.C. 333). DC FALSE STATEMENTS CONCE RING HIGHWAY PROJECTS In order to assum high quality and durable consttuc on in conformity with approved plans and speeif catiotis and a high degree: of reliability on statements and repreowtatibas made by engineers, contractors, suppliers, and workers on Federal -aid highway projects, it is essential that. all persons conc enxed with the prnje ct perform 'their functions as .caref illy, thoroughly, and honestly as possible. Willful &Wfication, distort ion, or Misrepresentation with respell to any facts related- to the project is a. violation of Federal law. To prevent any misunderstanding regarding the seriousness of these and similar acts, the following notice shall be posted on each Vede r-al -aid highwayproject (23 CPR 635) in one or more places whew it is readily available to all persons coureraed with the project: NOTICE TO ALL t'ERSONNEL MOAGED ON FEDERAL -AID HIGHWAY PROJECTS IS U.S.C. 1020 reads-as follows: '1Nfwever, being an officer, agar( or employee of the United States, or of any Stets or Yerrloiry, or whoever, whether a person, association, frm, or capmafion, knowfnply makes any false statement, false repmsentatfore, or false report as b the c: Wader, quaW, qusrfty, or cost of the nhaterbl used or to be used, or the quanttly or qualdy of the work perrfvtmed or to be pw* mad. or Me cost thmmof fn connection with the submisabn ofpWA maps, specffcafims, contracts, or costs ofcon*uo6w on any highway or related project submitted for approvat to the. Secretary of Transportaitorr, or Whoever knowingly makes any false statement, false representation, false report or false clafnt with respect to the character, quafrty, quantify, or cost of any work perfomed orb be performed, or materfals fumished or to be ttrrrrlshed, !rh connection with the construction of any highway or related project approved by the Secretary of Transpoliatlon. or ' Page 17 of 24 EXHIBIT C RMA- 1Z73 EbdMrdeVwsbn —V& 10, 1994 Whoever knowfngly makes any false statement or representation as to material fact in any statement, cerbt)cate, or report a Ungted pursuant to provislans of the Fedem aid Roads Act approved July 1, 1916, (39 Scat 3M, as amended and supplemented, SW be fined {rot more that i 10,000 or imprisoned not more than 5 years or both." X. IMPLEMEN'T'ATION OF CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT (Applicable to all Federal - aid - construction contracts and to all related subcontracts of $100,000 or more.) By subrnimion of bid or the execution of this contract, or subcorrftw4 as appropriate, the bidder, Federal -aid construction contractor, or subcontractor, as appropriate, will be deemed to have stipulated as £Dhows: 0. That any facility that is or will be utilized in the performance of ft contract, wales such contract is exempt under the Clean AirM4 as amended (42 U.S.C. 1857 e_t rte., as amended by Pub.L. 91- 6:04), and under the Federal Water Pollution Cvutrol Ad, as amended (33 U.S.C. 1251 gd AM„ as amended by Pub.L 92 -500), Exacifive Order 11738, card regulations in implementation thereof (40 CFR 15) is not listed, on the date of ocatract award, on the U.S. Emriromnental Protection Agency (EPA)' List of Violating Facilities pursuant to 40 CFR 15.20. 1. That the fmn agrees to comply and remain in compliance with all the requirements of Section 114 of the Clean Air Act and Section 308 of the Federal Water Pollution Control Act and all regulations and guidelines listed theramder. 2. That the firm shall promptly notify the SHA of the receipt of any communication from the Director, Office of Federal Activities, EPA, indicating that a facWty that is or will be utilized for the contract is under consideration to be listed on the EPA List of Violating Facilities. 3. - That the firm agrees to include az cane to be included the requirements of paragraph I tbnmgh 4 of this Section X iu every nonexempt subcontract, and further AVees to take such action as the government may direct as a means of enforcing such regnirtments. XL CERTIFICATION REGARDING DE3ARMF.NT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION 0: Instructions for Certfficatton - Pdnwy Covered Transactions: (Applicable to all Federal -aid contracts - 49 CFR 29) a. By signing and subr itting this proposal, the prospective primary participant.is providing the cert f cation set out below. b. The inability of a person to provide the certification set out below will not necessarily result in denial of participation in this cowed transaction. The prospective participant shall submit an explanation of why it cannot provide. the • vertificaiion set out below. The certification or explanation will be considered in connection with the department or agencys determination whether to enter into this transaction. However, failure of the prospective primary .participant to famish a certification or an explanation shall disqualify such a person from participation in this transaction. C. The certification in this clause is a material representation of fact upon which reliance was placed when the department or agency determined to enter into this transaction. If it is latex determined that the prospective primary participant Page 18 of 24 EXHIBIT C Fr WAAZr3 EW*onfe Vers bn — Much 10, 104 e. The prospective lower tier participant further agrees by submitting this proposal that it will inchxle this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier coveted tr=actious. £ A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the eeatific ation is erroneous. A participant may decide the method and frequency' by which it determines The eligiin'Iity of its principals. Each participant may, bat is not required to; check the Nonprocurement List g. Nothing contained in the foregoing shall be conshued to require establishment of a system of records is order to raider in good faifh the certification required by this clause, The knowledge and information of participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. h. Except far transackions authorized under paragraph a of time instructions, if a participant in a coveTed transaction Imowingly enters into a lower tier covered Transaction with a person who is m spended, debarred, ineligible, or voluntarily excluded $om participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available reme dies, including suspension md/or debanment. Ceetification Regarding Dabarme>it, Suspensiorh hwRgibir'q and Voluntary Exclusion- - Lower Tier Covered Transacttonar. %. 9. 'The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed 1br debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. 10. Where the prospective Iower tier participant is mrtable to certify to may of the statements in this certification, such prospective participant shall attach an explanation to this prvposaL s * * ** XH. CERTIFICATION REGARDING USE OF CONTRACT FUNDS FOR LOBBYING (Applicable to all Federal -aid construe ion contracts and to all related subcontracts whicb exceed S 100,000 - 49 CFR 20) 0. The prospective participant certifies, by signing and submitting this bid or proposal, to the best Of his or her knowledge and belief that_ No Federal appropriated fiords have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, .a Member of Congress, an officer or employee of Congreas, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the inalcing of any Federal grant the making of any Federal loan, the - entering into of any cooperative agreernm4 and the extension, continuation, renewal, amendment, or modification of any Federal coirfract, grant, loan, or cooperative agreement a. If any finds other titan Federal -appropriated funds have been paid or will be paid to any person for-influencing or attcm�pting to influence e nce an officer or employ of any Federal agency, a Merrrber of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection Page 21 of 24 EXHIBIT C FMA -IZM EIecwcftvar*n —Much to, tW4 with this Federal contract, grant, loan, or eoopera:dve agreement, the undersigned shall complete and submit Standard FornrLLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 1. This certification is a material representation of fact upon which reliance was placed when this tramactiion was made or entered into. Submission of dais certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C: 1352. Any person who fangs to file the required certification shall be subject to a civil penalty of not less than $ 10,000 and not more than $ 100,000 for each such fdlure. 2. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this cettificatfoa be included in all lower tier subcontracts, which exceed $100,000 and that all such recipients shall certify and disclose accordingly. ATTACHMENT A - EMPLOYMENT PREFERENCE FOR APPrALACMAN CONTRACTS (Applicable to Appalachian contracts only.) 3. During the performww of this contract, the contractor undertaking to do'worle which is, or reasonably may be, done as on-site work; shall give preference to 'qualified persons who regularly reside irr the labor area as designated by the DOL wherein the contract'work is situated, or the subregion, or the Appalachian counties of the State wherein the contract wor$ is shuated, except: To the extent that qualified persons regulwiy residing in the area are not available. IL For the reasonable needs of the contractor to pnploy supervisory or spatially experienced personnel necessary to assure an efficient execufori ofthe contract worn-. b. • For the obligation of the conbutor to offer-employment to present or fvaaer employees as the result of a lawfcil collective bargaining contract, provided bat the number of nonrasidgnt persons employed under this subparagraph I c shall not exceed 26 percent of the total number of employees employed by the contractor on the contract work, except as provided in subparagraph 4 below. 4. Abe contractor shall place a job order with the State Employment Service Mcaltog (a) the classifications of the laborers, -mechanics and other employees required to perform the contract work, (b)- the number of =ployem required nn'eaeh classification, (c) the date onVbich he estimates such employees will be required, and (d) any other pertinent information rewired by the State Employment Servico to complete the job order form. The job order may be placed with the State Employment Service in writing or by telephone. If during the coarse of the contract work, the information submitted by the contractor in the original job order is substantially modified, he shall prortrpdy'notlfy the State Employment Service. 5. The contractor shall give full consideration to all qualified job applicants referred to bim by the State Employment Service, The contractor is not required to grant employment to any job applicants who, in his gpirnion, are not qualified to perform the classification of work reTdred. 6. If, withini 1 week following the placing of a job order by the contractor with the State Employment Service, the State Employment Service is unable to refer any qualified job applicants to the contractor-, or less than the number requested, the State Employment $ervice Will forward a certificate to the contractor indicating the unavailability of applicants. Such certificate shall be made a part of-the contractor's permanent project records. Upon recaps of stns certificate, The contractor may employ persons who do not nbrmally reside in'tbe labor area to. fill positions covered by the certificate, notwithstanding the provisions of subparagraph 1 c above. 7. The contractor shall include the provisions of Sections 1 through. 4 of this Attachment A in every subcontract for work which is, or reasonably may be, done' a'3 on -site work- This page last modffed on March 11.2005 Page 22 of 24 EXHIBIT C 23 GFR pat 635.410 9W MWft RGgt*enrot116. (3) Requests for waivers may be made for specific projects, or for certain materials or products In specific geographic areas, or for combinations of both, depending on the circumstances. (4) The denial of the request by the RFHWA may be appealed by the State to the Federal Highway Administrator (Administrator), whose action on the request shall be considered administratively final. (5) A request for a waiver which involves nationwide public Interest or availability issues or more than one FHWA region may be submitted by the RFHWA to the Administrator for action. (6) A request for waiver and an appeal from a denial of a request must Include facts and Justification to support the granting of the waiver. The FHWA response to a request or appeal All be In wrffing and made available to the public upon request. Any request for a nationwide welver and FHWA action on such a request may be published In the Federal Register for public comment. ( ?) In determining whether the waivers described in paragraph (cx1) of this section wilt be granted, the FHWA will consider 0 appropriate factors Including, but not (rutted to, cost, administrative burden, and delay that would be Imposed if the provision were not waived. (d) Standard State and Federal -aid contract procedures may be used to assure compliance with the requirements of this section. [48 FR 53104, Nov. 25, 1983; as amended at 49 FR 18821, May 3, 1984; 58 FR 38975, July 21.1953] Page 24 of 24 Orlando, FL to S Elm Ave & Park Dr, Sanford, FL - Google Maps Page 1 of 1 Directions to S Elm Ave & Park Dr, Sanford, FL Goqglemaps 25.0 mi - about 26 mins Save trees. Go green! Download Google Maps on your 1 phone at googfe.com/gmm Orlando, FL 1. Head east on W South St toward S Orange Ave go 95 ft total 95 ft `2. take the 1st right onto S Orange Ave go 0.1 mi total 0. 1, mi' ?` S Elm Ave & Park Dr, Sanford, FL These directions are for planning purposes only. You may find that construction projects, traffic, weather, or other events may cause conditions to differ from the map results, and you should plan your route accordingly. You must obey all signs or notices regarding your route. Map data 02010 Google I Directions weren't right? Please find your route on maps.google.00m and dick "Report a problem" at the bottom left. http : / /Maps.google.comlmaps ?f =d &source =s d &saddr- +FL &daddr =S +Elm +Av... 11/12/2010