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HomeMy WebLinkAboutServices AgreementSERVICES AGREEMENT For DISASTER DEBRIS REMOVAL MONITORING SERVICES Between THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA And O'BRIEN'S RESPONSE MANAGEMENT INC. SERVICES AGREEMENT For DISASTER DEBRIS REMOVAL MONITORING SERVICES Between THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA And O'BRIEN'S RESPONSE MANAGEMENT INC. THIS AGREEMENT FOR DISASTER DEBRIS REMOVAL MONITORING SERVICES ("AGREEMENT") is made and entered into on the day of AUGUST, 2011, by and between THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA ("BOARD or DISTRICT"), a body corporate and politic, existing under the Laws of the State of Florida, with a place of business at 1450 Northeast 2nd Avenue, Miami, Florida 33132, and O'BRIEN'S RESPONSE MANAGEMENT INC. ("O'BRIEN'S" and "Proposer"), a Louisiana Corporation,. authorized to do business in the Sate of Florida, with a principal place of business at 2200 Eller Drive, Fort Lauderdale, Florida 33316. Board, District, and Obrien will be collectively referred to as the Parties. WITNESSETH: WHEREAS, the BOARD issued Request For Proposals No. 006-LL10 — Disaster Debris Removal Monitoring Services ("RFP") requesting proposals for disaster debris removal monitoring services to support the oversight and management of debris removal contractors, during disaster response recovery, and which RFP and all related documentation is incorporated herein by reference and made a part hereof; and WHEREAS, O'BRIEN'S submitted a proposal in response to the RFP that was .dated May 17, 2011, and received by the BOARD on May 17, 2011 (the "Proposal"), and which Proposal is incorporated herein by reference and made a part hereof; and WHEREAS, the BOARD desires to obtain the services of O'BRIEN'S to provide disaster debris removal monitoring services for The School Board of Miami -Dade County, Florida and authorized the Superintendent of Schools to enter into a contractual services agreement by and between the BOARD and O'BRIEN'S, pursuant to Board Item F-61 at its regularly called meeting of June 15, 2011; and WHEREAS, the BOARD and O'BRIEN'S now desire to enter into an agreement, for O'BRIEN'S to provide disaster debris removal monitoring services for the BOARD under terms and conditions outlined below. NOW THEREFORE, In consideration of the Sum of Ten and No/100 ($10.00) Dollars and the covenants stated, and other good and valuable considerations, the receipt of which is hereby acknowledged, the BOARD and O'BRIEN'S hereby agree as follows: Page 1 Initials [/',2 Initials Article I Recitals The above recitals are true and correct and are hereby incorporated into this Agreement by reference. Article II Scope of Services O'BRIEN'S shall observe the day-to-day operations performed by debris removal contractors, under contract with the District, to ensure that workers are performing eligible work in accordance with FEMA and all applicable Federal, State, and local regulations. The scope of services involves pre - event and post -event services, which may include, but not be limited to the following: A. Provide assistance in the preparation for a disaster through participation in meetings, workshops, training sessions and the refinement of Debris Management Plans; B. Report issues that require action (safety concerns, contractor non-compliance and equipment use); C. Accurately measure and certify truck capacities; D. Properly and accurately complete and physically control load tickets (in tower and field); E. Ensure that trucks are accurately credited for their load and that trucks are not artificially loaded; F. Ensure that hazardous wastes are not mixed in loads and that all debris is removed from trucks at debris management sites; G. Validate hazardous trees, including hangers, leaners, and stumps; H. Report if improper equipment is mobilized and used and if contractor personnel safety standards are not met; I. Ensure that only debris specified in the District's Emergency Debris Removal contract is collected; J. Ensure that debris contractor work is within the assigned scope of work and report if debris removal work does not comply with all local ordinances as well as State and Federal regulations (Le. proper disposal of hazardous wastes); and Page 2 Initials Initials K. Provide technical advice to the District, including without limitation, technical advise with respect to reimbursements by the Federal Emergency Management Agency (FEMA) to the BOARD, and support debris management center operations.. Article III OPERATIONAL REPORTS AND RECORD DOCUMENTATION O'BRIEN'S shall prepare and submit operational reports to the District throughout the recovery operations. Daily reports shall document the debris contractor's activities progress from the previous day. The daily reports shall be submitted by 10:00 a.m. to a distribution list established by the District's Project Manager. Each daily report submitted shall contain the following minimum information: A. Contractor's names; B. Number of Contractors (and their crews working that day), number of loads, estimated cubic yards for the day and cumulative; C. Reports and graphs (to delineate production rates of crews and their equipment, progress by area and estimation of total quantities remaining, time to completion, and daily cumulative cubic yards of debris removed, processed and hauled). Article IV PERSONNEL Upon notification by the District, O'BRIEN'S shall provide services that will include, but not be limited to, the following personnel: A Project Manager, who shall be responsible for the overall monitoring of debris removal contractors and the management of OBRIEN"S monitoring team, shall be the District's point - of -contact, ("Project Manager"). The Project Manager shall assign an operations manager to oversee each debris recovery contractor. The Project Manager will be supported by thefull array of resources required to enhance efficiency and expedite deliverables. The Project Manager's responsibilities shall include without limitation: A. Coordinating daily briefings, work progress, staffing, and other key items with the District; B. Scheduling work for all team members and contractors on a daily basis; C. Scheduling and managing field staff; D. Monitoring recovery contractor's progress and making and implementing recommendations to improve efficiency and speed up recovery work; E. Conduct safety inspections; F. Ensuring compliance with contracts by all subcontractors; G. Prepare operational reports and other required documentation; H. Scheduling running periodic meetings with field staff and contractors; 1. Review and reconcile contractor invoices for payment and prepare FEMA worksheets for reimbursement for debris hauling and monitoring efforts; J. Establish a data center where project documents are stored, sorted and reconciled. Designated District personnel shall have access to the data during no al business hours. Page 3 Initials ' Initials O'BRIEN'S shall establish a Project Management Team, consisting of the following members, at a minimum: A. Project Managers B. Field Supervisors C. Debris Site/Tower Monitors D. Load Site/Tower Monitors E. Field Coordinators (Crew Monitors) F. Load Ticket Data Entry Clerks G. Billing and Invoice Analysts H. Environmental Specialists I. GIS Analyst J. Administrative Assistant K. Others, as needed Article V OPERATIONAL REQUIREMENTS The District has a contract to remove and transport debris from the District sites to designated debris management sites. Each load of eligible debris shall be tracked using a multi -page load ticket. The debris hauler or the District shall provide load tickets to be used. The load tickets shall be inventoried and logged by the OBRIEN"S. Within forty-eight (48) hours of the issuance of the Purchase Order, O'BRIEN'S shall be prepared to provide qualified on -site personnel to monitor debris receiving operations at debris sites located throughout the District. Additional sites may be added as debris removal efforts increase. O'BRIEN'S shall provide all management, supervision, labor, logistical support, transportation, mobile communications equipment, computer equipment, safety equipment, digital cameras, video cameras, and other equipment necessary to initiate and to safely and accurately perform all of the District's debris monitoring activities. Mobile communications equipment shall be sufficient to allow all monitors to remain in contact with dispatch and supervisors at all times. O'BRIEN'S shall maintain and update a log of damages reported, damage corrections, and releases for work by the District; maintain and update a log of the tickets inventoried, used, and/or voided; maintain and update tower logs of ticket information; and maintain and update a log of ineligible debris piles. O'BRIEN'S shall provide field monitors at designated locations to ensure that only eligible debris is being removed and to check and verify information on debris removal and at locations designated by the District. Page 4 Initials Article VI SAFETY AND HEALTH STANDARDS All personnel of O'BRIEN'S must wear required safety equipment as necessary, to comply with all OSHA, Federal, State and local requirements, while performing duties under this AGREEMENT. O'BRIEN'S shall ensure that all personnel of O'BRIEN'S adhere to all appropriate site safety requirements. O'BRIEN'S shall be responsible for determining what permits may be necessary to perform work under this AGREEMENT and shall be responsible for procuring all required permits, at its sole cost and expense. Copies of all required permits shall be submitted to the appropriate District Disaster Emergency Response personnel before commencing work. Upon completion of the work, O'BRIEN'S shall be responsible for the proper closure of all permits. During the performance of this AGREEMENT, O'BRIEN'S shall be responsible for correcting any notices of violations issued as a result of actions or operations of O'BRIEN'S or its sub -consultants. Corrections for any such violations shall be at no additional cost to the District. O'BRIEN'S shall be responsible for paying any and all costs associated with violations of law or regulation relative to the activities of O'BRIEN'S. Such costs may include, but are not limited to: site cleanup and remediation, fines, administrative and civil penalties, and third party claims imposed on the District by any regulatory agency or by any third party as a result of noncompliance with Federal, State or local environmental laws and regulations or nuisance statutes by O'BRIEN'S, its subcontractors, or any other persons, corporations, or legal entities retained by O'BRIEN'S under this AGREEMENT. Article VII DELIVERABLES At a minimum, the following deliverables must be provided to the District at the completion of the emergency event response effort. However, deliverables shall be in no way limited to the following list. At •its sole discretion, the District may add and/or delete deliverables to meet the needs of the District. A. Original load tickets shall be boxed, bound by date and sorted by ticket number; B. Ticket logs_ including all information from ticket; C. Daily tower logs; D. List of all personnel with signatures and initials; E. Binders(s) with damage reports, completed repairs, issue releases (if applicable), and issues and resolution; F. List of tickets issued by monitors and a list of lost/voided tickets; G. Each pile of ineligible debris shall be tagged and a list compiled and submitted to the District. The District must approve format of the ineligible debris tag. Page 5 initials �� initials H. Daily Report. O'BRIEN'S shall prepare and submit daily operational reports throughout the duration of the emergency recovery operations. Daily reports shall document the debris contractors' activities and progress from the previous day and shall be submitted by 10:30 a.m. to the appropriate District Disaster Emergency Response personnel or designee. Each daily report shall contain the following minimum information: 1. Correctly and accurately completed Toad tickets consistent with all reporting documents; 2. The times of operation of all debris loading trucks; 3. Reports, maps and graphs to delineate production rates of crews and their equipment, progress by area and estimations of total quantities remaining, time to completion, and daily cumulative cubic yards of debris removed, processed and hauled. 4. Final Report. A final report shall be prepared by O'BRIEN'S and submitted to the appropriate District Disaster Emergency Response personnel within thirty (30.) days of completion of the emergency recovery operations. Recovery operations include closure and remediation of the sites and conclusions of all related operations. At a minimum, this report will include: a discussion of disaster response requirements and results and recommendations for future emergency disaster response. All deliverables shall be submitted both electronically in a format specified by the appropriate District Disaster Emergency Response personnel and on paper. Any change to the Scope of Services or modifications shall be made by means of a .written amendment to this Agreement. No modifications to this Agreement shall be binding on either party unless made in writing and signed by the parties. The BOARD and the Office of the Controller shall provide all reasonable cooperation with O'BRIEN'S in the above process. Article VIII PAYMENT A) PAYMENT Billable time shall include hours when debris -hauling trucks are in operation, as well as reasonable start-up and close of day actions. Billable time shall be supported with daily timesheets or other documentation processes as approved, in writing, by the appropriate District Disaster Emergency Response personnel. All load tickets, forms, reports and other deliverables shall be accurately and correctly submitted in the initial stance of submittal. O'BRIEN'S shall not bill, and shall not be paid, for time spent by any personnel to correct a load ticket, form, report, or other deliverables. No overtime rate will be paid. Page 6 Initials �,�— Initials B) PAYMENT SCHEDULE Invoices will be processed for payment only after approval of the appropriate District Disaster Emergency Response personnel or designee. O'BRIEN'S shall be responsible for reviewing the debris hauler's deliverables and invoices and certifying their consistency with O'BRIEN'S deliverables and invoices and for resolving any discrepancies that may exist. Approval for payment shall not be granted until appropriate deliverables are received and determined to be correct, accurate, and consistent. Invoices submitted for payment for services rendered shall not exceed the hourly rate specified for the following classifications: Project Manager @ $76 per hour Field Supervisor @ $48 per hour Debris Site/Tower Monitor @ $37 per hour Load/Site Tower Monitor @ $35 per hour Field Coordinator @ $49 per hour Load Ticket Data Entry Clerk @ $24 per hour Billing/Invoice Analyst @ $42 per hour Environmental Specialist @ $54 per hour GIS Analyst @ $54 per hour Administrative Assistant @ $24 per hour FEMA Program Consultant @ $100 per hour Data Manager @ $49 per hour Article IX INTELLECTUAL PROPERTY RIGHTS O'BRIEN'S agrees to- hold harmless, defend and indemnify the BOARD from liability of any nature or kind, including costs and expenses for or on account of any infringement of copyrighted, service marked, trademarked, patented or unpatented invention, process, article or work manufactured or used in the performance of this Agreement, including its use by the BOARD. Article X TERM OF AGREEMENT The term of the Agreement shall be for an initial one-year period, beginning August , 2011 through June 14, 2012. The contract may, by mutual agreement between the School Board and O'BRIEN'S, be extended for six (6) additional one-year periods and, if needed, 90 days beyond the expiration date of the current contract period. The School Board, through Procurement Management Services, may, if considering an extension, request a letter of intent to extend from O'BRIEN'S, prior to the end of the current contract period. O'BRIEN'S will be notified when the recommendation has been acted upon. The extension shall be contingent upon a formal written evaluation of the services provided by O'BRIEN'S. Page 7 initials Initials Article XI TERMINATION FOR CONVENIENCE The Agreement may be terminated at any time without cause upon a minimum thirty (30) days written notice to O'BRIEN'S, in which case the following provisions shall apply: (A) the notice may be effective as of a date certain or may apply only after the delivery of certain enumerated deliverables; (B) The School Board shall pay to O'BRIEN'S upon receipt of any invoice from O'BRIEN'S, otherwise complying with the AGREEMENT, for any services in respect of a deliverable not yet delivered which have actually been performed by O'BRIEN'S, pro -rated on a percentage completion basis based on O'BRIEN'S's reconciliation of labor actually expended compared to labor originally estimated by O'BRIEN'S in constructing its proposal. Article XII ATTORNEY'S FEES AND COSTS if any administrative proceeding or litigation is commenced to enforce or interpret any provision of this Agreement or to seek a declaration of rights of a party under this Agreement (whether by suit. for declaratory judgment or otherwise), or as a result of any breach of this Agreement, each party shall be responsible• for its own fees, costs and expenses incurred in connection with such proceeding or litigation (including any appeals and appellate proceedings), including, without limitation, attorney's fees. Article XIII COMPLIANCE WITH LAWS Each party shall comply with all federal, state of Florida and local laws applicable to it and the performance of its obligations under this Agreement. O'BRIEN'S shall be responsible for compliance with all federal, state, county and local laws, ordinances, rules and regulations, whichever is most stringent, that in any way may affect its compliance with terms and conditions of this Agreement. Article XIV TAXES O'BRIEN'S shall pay all federal income taxes, state taxes, and fees levied on or measured by O'BRIEN'S 's net income, and similar taxes, fees and charges, as well as all excise, use, and other similar taxes required by laws which are in effect or which may be promulgated in the future. The BOARD represents that it is exempt from Florida state sales taxes, and it will reasonably cooperate with O'BRIEN'S in providing proof of this exemption to third parties as required. Page 8 Initials Article XV INSURANCE REQUIREMENTS O'BRIEN'S shall provide to the School Board, prior to commencement of the work but not later than 48 hours after Effective Date of this Agreement, with certificates of insurance which evidence that insurance coverage has been obtained and meets the School Board's requirements as outlined below: Professional Liability The Professional Liability Insurance shall conform to the following requirements: A. O'BRIEN'S Professional Liability insurance shall be on a form acceptable to the Board and shall cover those sources of liability typically insured by Professional Liability Insurance, arising out of or the rendering or failure to render professional services in the performance of this Agreement, including all provisions of indemnification which is part of this agreement. B. On a claims -made basis, the individual/firm shall maintain without interruption, the Professional Liability Insurance until (3) years after the expiration or early termination of this Agreement. C. The minimum limits to be maintained by O'BRIEN'S (inclusive of any amounts provided by an umbrella or excess policy) shall be $3 million per claim/annual aggregate. Workers' Compensation Insurance Workers' Compensation Insurance for all O'BRIEN'S employees as may be required pursuant to the provisions of Section 440, Florida Statutes, as same may be amended from time to time. Commercial General Liability Insurance Commercial General Liability Insurance on a comprehensive basis in an amount not Tess that $500,000 combined single limit per occurrence. The School Board of Miami -Dade County, Florida, its employees and agents must be listed as an additional insured on the policy. Article XVI INDEMNIFICATION O'BRIEN'S hereby agrees to indemnify, hold harmless and defend the Board, its officers, agents and employees individually and collectively from and against all liabilities, obligations, losses, damages, penalties, interest, claims, actions, assessments, fines, suits, demands, investigations, proceedings, judgments, orders or injuries, including death to any, or dama.e, of 4ratever nature, to any property and all costs including court costs and attorneys' fees, and `'I ► rsements, whether Page 9 Initials ,t Initials suit is instituted or not, and if instituted, at all tribunal levels (wherever raised by the parties hereto or a third party) imposedon, or incurred by or asserted against the Board or any of them arising out of or in connection with or based directly or indirectly upon O'BRIEN'S's directors, officers, employees, agents, subcontractors or representatives, of their duties and obligations under or pursuant to this agreement, including without limitations, the failure to maintain insurance or notify the Board; (b) any material breach of this agreement by O'BRIEN'S, (c) false or inaccurate representation or warranty made by or on behalf of O'BRIEN'S, and (d) any act or omission, negligence, or intentional acts of O'BRIEN'S, or any of O'BRIEN'S's directors, officers, employees, agents, subcontractors or other representatives. This provision shall survive the expiration or early termination of this Agreement. Article XVII ASSIGNMENT This Agreement may not be assigned nor may any assignment of monies due, or to become due to O'BRIEN'S be assigned without the prior written agreement of Miami -Dade County Public Schools, which consent shall not be unreasonably withheld or denied. In the event assignment is necessitated or requested as a result of a business reorganization, written consent must be obtained from the non -assigning party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns. This Agreement may be amended or modified only by the written and signed consent of the Parties. Article XVIII FORCE MAJEURE Neither the BOARD nor O'BRIEN'S shall be liable for its failure to perform hereunder due to contingencies beyond its reasonable control, including but not limited to wars, acts of God, acts of terror, labor disputes, flood, windstorm, explosion, riots, sabotage and fire, provided that prompt notice of such delay is given to the other party. Article XIX WAIVER OF RIGHTS The failure of either party to exercise any rights or insist in any instance upon strict performance by the other party of any provision in this Agreement shall not be deemed a waiver of any rights or a bar to the later exercise thereof under this Agreement. Article XX SEVERABILITY In the event that any provision, or portion, of this Agreement is held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions or portions thereof shall not be affected. Page 10 Initials liiitials Article XXI CHOICE OF LAWS/ VENUE This Agreement shall be governed and construed under the laws of the State of Florida. Any action involving the enforcement or interpretation of any rights hereunder shall be submitted to the jurisdiction of the state courts of the Eleventh Judicial Circuit in and for Miami -Dade County, Florida. Article XXII NON-DISCRIMINATION O'BRIEN'S represents and warrants to the BOARD that O'BRIEN'S does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with O'BRIEN'S's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. O'BRIEN'S further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. Article XXIII OFFICIAL NOTICES AND POINTS OF CONTACT Any notice required or permitted to be given hereunder by one party to the other shall be in writing and the same shall be given and deemed to have been served and given if delivered in person to the address listed below for each party. Notices may be sent via facsimile transmission, email or US mail. If mailed, said notice must be sent certified mail, returned receipt requested and the effective date will be the date received. The address of the BOARD for all purposes under the Agreement and for notice hereunder shall be: If to O'BRIEN'S: O'Brien's Response Management Inc. 2200 Eller Drive Fort Lauderdale, Florida 33316 Attention: Steve Branham Executive Vice President If to BOARD: The School Board of Miami Dade County, Florida 1450 N.E. 2nd Avenue Miami, Florida 33132 Attention: Richard H. Hinds Chief Financial Officer With Copy to: Keith Forster, CFO 2929 East Imperial Highway Suite 290 Brea, California 92821 Attention: Keith Forster With Copy to: The School Board of Miami -Dade County, Florida 1450 N.E. 2nd Avenue Miami, Florida 33132 Attention: Barry S. Meltz, District Director Procurement Management Services Page 11 Initials Initials Either party may designate another address for all purposes of this Agreement, by giving to the other party reasonable advance notice of such address change. Article XXIV EFFECTIVE DATE/ COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one Agreement. The effective date of this Agreement shall be the date in which the last Party executes or initials this Agreement, ("Effective Date"). "Day" as used in this Agreement shall be defined as calendar day, unless otherwise provided. Article XXV . EXECUTION OF THE AGREEMENT Each of the persons executing this Agreement warrants that he or she has the full power and authority to execute this Agreementon behalf of the party for whom he or she signs in order for this Agreement to be fully binding on O'BRIEN'S and on the BOARD, respectively. For purposes of this Agreement, the Superintendent of Schools is the party designated by the BOARD to renew or to terminate this Agreement as provided for herein. Article XXVI COMPLETE AGREEMENT AND ORDER OF PRECEDENCE This AGREEMENT, together with O'BRIEN'S's Proposal and all other documentation relating to the aforedescribed RFP, constitute the full understanding between the BOARD and O'BRIEN'S and supersedes all prior or contemporaneous agreements, whether oral or written, regarding the subject matter of this Agreement. This AGREEMENT may not be changed, altered or modified, except in writing signed by all Parties. This AGREEMENT shall be binding upon the Parties hereto and their .respective legal representatives and successors. In the event of any conflict between this Agreement, the RFP, and the O'BRIEN'S Proposal, the following order of precedence shall control the issue: First, This Agreement; Second, the RFP; Third, the Proposal. [SIGNATURE PAGE FOLLOWS] /I Page 12 initials Initials IN WITNESS WHEREOF, The BOARD and O'BRIEN'S have made and executed this Agreement as of the date first written above. B O'BRIEN'S RESPONSE MANAGEMENT INC., a Louisiana Cortion Steve Branham Executive Vice President APPROVED AS TO FORM AND LEGAL SUFFICIENCY: School Board Attor_ THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA A':erto M. Carvalho Superintendent of Schools Page 1 Initials Initials Fax Server 12/27/2012 8:15:21 AM PAGE 2/002 Fax Server Mom * Cj eb1er SECRETARY OF STATE SleYeeteta.tyY 9, 4 W a copy of a Conversion Application of O'BRIEN'S RESPONSE MANAGEMENT INC. Organized under the laws of Louisiana, Converting the corporation to a limited liability company, and changing the name to O'BRIEN'S RESPONSE MANAGEMENT, L.L.C. Was filed and recorded in this Office on December 26, 2012, with an effective date of December 26, 2012. In testimony whereof, I have hereunto set my hand and caused the Seal of my Office to be affixed at the City of Baton Rouge on, December 27, 2012 JG 34116297K Certificate ID: 10336683#DSL73 To validate this certificate, visit the following web site, go to Commercial Division, Certificate Validation, then follow the instructions displayed. www.sosiouisiana.gov Page 1 of 1 on 12/272012 8:15:10 AM APPLICATION FOR CONVERSION OF O'BRIEN'S RESPONSE MANAGEMENT INC., A LOUISIANA CORPORATION INTO O'BRIEN'S RESPONSE MANAGEMENT, L.L.C., A LOUISIANA LIMITED LIABILITY COMPANY The undersigned officer of O'Brien's Response Management Inc. hereby makes this Application for Conversion, dated effective as of December, 2012 (the "Effective Date") as follows: ARTICLE I The name of the converting entity is O'Brien's Response Management Inc. (the "Corporation"), and the name of the converted entity is O'Brien's Response Management, L.L.C. (the "LLC"). ARTICLE II The type of the resulting converted entity, namely the LLC, is a Louisiana limited liability company. ARTICLE III The Corporation is continuing its existence in the organizational form of the LLC, the converted entity, ARTICLE IV On the Effective Date, each share of common stock of the Corporation shall be converted into one unit of membership interest of the LLC. ARTICLE V The conversion has been authorized and approved in accordance with Louisiana Revised Statutes La. R.S. 12:1602 and 12:1603. ARTICLE VI The information required in the articles of organization of the LLC is as follows, and an initial report of the LLC is attached to this application. 516595v.3 ARTICLES OF ORGANIZATION OF O'BRIEN'S RESPONSE MANAGEMENT, L.L.C. ARTICLE I NAME The name of the ,limited liability company is O'Brien's Response Management, .L.L.C. (the "LLC"). ARTICLE III PURPOSE The LLC is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Louisiana Limited Liability Company Law. ARTICLE III TERM The term of the LLC shall be perpetual, ARTICLE IV MANAGEMENT BY MANAGERS The LLC shall be managed by one or more managers (the "Managers") selected by the members as provided in the operating agreement of the LLC. Until otherwise selected as provided in the operating agreement of the LLC, Eric Fabrikant and Matthew Cenac shall be the initial Managers of the LLC. The Managers have full authority to act on behalf of the LLC and are mandataries for the LLC in all matters whether or not inthe ordinary course of. business. This mandate inchides, but is not limited. to. , the authority to alienate, lease or encumber all or any portion of the irremovable property of the LLC whether or not within the ordinary course of business. Other thanofficers of the LLC duly elected by the Managers; no member orother person other than the Managers shall have the authority to act as a rnaridataryof the LLC. This Application for Conversionis dated effective as of the Effective Date.. Name: K. Tim Perkins Title: President and Chief Executive Officer INITIAL REPORT .BY DOMESTIC LIMITED LIABILITY COMPANY To: The Secretary of State Baton Rouge, Louisiana Complying with R.S. 1.2:130.5 and R.S 12:1603, O'Brien's Response Management, .L.L.C. hereby makes its initial report as follows: Municipal Address or Location of Mailing Address is: Its Registered Office is: c/o National Registered Agents, Inc. c/o Legal Department 1011 N. Causeway Blvd., Suite 3 2200 Eller Drive, PO Box 13038 Mandeville, LA 70471 Fort Lauderdale, FL 33316 Name and. Municipal Address or Location of its Registered Agent is: National Registered Agents, Inc. 1011 N. Causeway Blvd., Suite 3 Mandeville, LA 70471 Name and Municipal Address of Each Initial Manager: Eric Fabrikant 2200 Eller Drive: PO Box 13038 Fort Lauderdale, FL 33316 Matthew Cenac 2200 Eller Drive PO Box 13038 Fort Lauderdale, FL 33316 Dated as of the c2419 day of December, 2012. 3 Name: Eric Fabrikant Title: Manager AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT BY DESIGNATED REGISTERED AGENT STATE OF TEXAS COUNTY OF HARRIS The undersigned hereby acknowledges and accepts the appointment of registered agent for and on behalf of O'Brien's Response Management, L.L.C. NATIONAL REGISTERED AGENTS, INC. By: Name: Title: Assistant Secretary Sworn to and subscribed before me, the undersigned Notary Public, on this 20h day of December, 2012. .,; :w37:t. DOROiHY BELL 1 "; Notary Public, State of Texas .v. f�;�'`My Commission Expires "` ;1,,,,' February 02, 2015 4 ounty Public Schools Superintendent ofScho ols Alberto M. Carvalho Mr. Steve Branham, Executive Vice President. O'Brien's Response. Management, Inc. 220.0.Eller Drive. Fort Lauderdale, FL 33316 NOTIFICATION. OF AWARD 006-LL10 DISASTER DEBRIS REMOVAL MONITORING SERVICES 06/15/2011—:06/14/2012 SUBJECT:. CONTRACT NO. TITLE: CONTRACT PERIOD: Dear Mr. Branham: At its. meeting awarded your award recomm. This award is specifications, contract documents. Miami -Dade County School Board Peria Tabares Haritiiian, Chair Dr. Lawrence: S.;Feldman, Vice Chair Dr. Dorothy Bendross-Mindingall :Carlos L. Curbelo Renier Diaz de la Portilla Dr. Wilbert 'Tee" Holloway Dr. Martin Karp Dr. Marta Perez RequelA. Regalado of June 15, 201.1, The School .Board of Miami -Dade County, Florida, company the above -referenced contract as indicated on the attached endation. Limited to the services only in compliance with the full item description, quantities, conditions and instructions to proposers .contained in the THIS IS NOT AN AUTHORIZATION TO PROCEED Purchase orders will be issued for these services, as needed, for the contract period. indicated: above. Please contact me. at (305) 995 2348, if you have any questions Procurement Management Services Sohoeli Board Administration Building • 1450 N.E. 2nd Ave • -Suite 3.51E Miami, _FL 33132 305=995-2414. 305-995-2445.;(FAX) • www.procurement dadeschools.net Office of Superintendent of Schools June 1., 2011 Board Meeting of June 15, 2011 Financial Services Richard H. Hinds, Chief Financial Officer SUBJECT: REQUEST •AUTHORIZATION TO ENTER INTO CONTRACTUAL SERVICES AGREEMENTS, PURSUANT TO REQUEST FOR PROPOSALS NO: 006-LL10 - DISASTER DEBRIS REMOVAL MONITORING SERVICES COMMITTEE: FACILITIES AND CONSTRUCTION REFORM LINK TO STRATEGIC FRAMEWORK: FINANCIAL EFFICIENCY/STABILITY Request For Proposals No, 006-LL10DISASTER DEBRIS REMOVAL MONITORING SERVICES, is to support theoversight and management of debris removal contractors, during disaster response recovery, for Maintenance Operations. The selected proposer(s) shall also provide a range of related services, including damage. assessment, training, emergency planning and other services as needed and/or requested by Miami -Dade County Public Schools, on an as -needed basis. Other services may include facilitating communication with Federal Emergency Management Agency (FEMA), other federal agencies, and coordination with the Department of Emergency Management (DEM). This is 'a term proposal. Seven proposers responded to this advertised solicitation. This is an award to a primary and alternate vendors. The decision to initiate the selected proposer(s) services will be on an event -by -event basis, and is dependent upon, among other factors, the amount and extent of debris requiring removal. A meeting of the Selection Committee to evaluate the proposals was held on May 31, 2011. Seven proposals were presented for consideration: Barnes, Ferland & Associates; ConsulTech Enterprises, Inc:; Disasters, Strategies & Ideas Group, LLC; Metric Engineering, Inc.; O'Brien's Response Management, Inc.; Science Applications International Corporation; and True North Emergency Management, LLC: After careful consideration and discussion, the Committee recommended O'Brien's. Response Management, Inc., as the primary, True North Emergency Management, LLC, as the first alternate and Disasters, Strategies & Ideas Group/Debris Solutions Group, as the second alternate awardees. Page 1. of 3 F-61 RHH/ae FIRST ALTERNATE 2. TRUE NORTH. EMERGENCY MANAGEMENT 512 MAIN STREET, SUITE.415 FORT WORTH, TX 76102 JAMES P. AMICK, ENGINEER MANAGER Project Manager @ $59 per hour. Field Supervisor @ $49 per hour. Debris Site/Tower Monitor @ $37 per hour. Load/Site Tower Monitor @ $37 per hour. Field Coordinator (crew monitor) @. $37 per hour. Load Ticket Data Entry Clerk @ $29 per hour. Billing/Invoice Analyst @ $29 per hour. Environmental Specialist @ $49 per hour. GIS Analyst @ $49 per hour. Administrative Assistant @ $29 per hour. SECOND ALTERNATE 3. DISASTERS, STRATEGIES & IDEAS GROUP/ DEBRIS SOLUTIONS GROUP (JOINTLY) 1953 THOMASVILLE. ROAD TALLAHASSEE, FL 32303 GARY J. YATES, CHIEF OPERATING OFFICER Project Manager @ $10750. per hour., Field Supervisor @ $85.50 per hour. Debris SitelTower Monitor @ $42 per hour. Load/Site Tower Monitor @ $39 per hour. Field Coordinator (crew monitor) @ $59 per hour. Load Ticket Data Entry Clerk @ $32 per hour. Billing/Invoice Analyst @ $42 per hour. Environmental Specialist @ $55 per hour. GIS Analyst @ $55 per hour. Administrative Assistant @ $29 per hour. Page 3 of.3 The School Board of Miami -Dade County, Florida SCHOOL BOARD ADMINISTRATION BUILDING Procurement Management Services 1450 N.E. 2nd Avenue, Room 352 Miami, Florida 33132 Direct All Inquiries To Procurement Management Barbara D. Jones, CPPB PHONE: (305) 995-2348 TDD PHONE: (305) 995-2400 RFP ADDENDUM Date: May 17, 2011 Addendum No. 1 RFP NO. 006-LL10 — DISASTER DEBRIS REMOVAL MONITORING SERVICES This addendum modifies the terms and conditions of the above referenced RFP. Revises Sections as outlined below: X. DELIVERABLES - PAYMENT PAYMENT All labor rates are to be fully burdened to include all costs, all applicable overhead and profit (excluding lodging, meals, and transportation) necessary to the execution of a contract to be developed as a result of this RFP. Expenses for necessary labor which may include lodging, meals and transportation, shall be invoiced separately and shall not exceed the travel -related limitations pursuant to Florida Statute, Section 112.061. XVII. COST PROPOSAL Proposer shall provide not -to -exceed hourly rates for the staff levels listed in Attachment A. Hourly rates shall include all costs, all applicable overhead and profit (excluding lodging, meals, and transportation). Submittal of hourly rates shall in no way preclude the District from negotiating lower hourly rates for specific work orders. THIS ADDENDUM ALSO CHANGES THE PROPOSAL OPENING DATE FROM TUESDAY, MAY 17, 2011 TO FRIDAY, MAY 20, 2011. PLEASE NOTE: If your firm has mailed a copy of this proposal to another proposer, it is your responsibility to forward them a copy of this addendum. M-4354 Rev. (07-98) Miami -Dade County Public Schools School Board Administration Building 1450 Northeast Second Avenue Miami, Florida 33132 Direct all inquiries to Procurement Management Services: BUYER: Barbara D. Jones, CPPB E-MAIL ADDRESS: biones(a.dadeschools.net PHONE NUMBER: (305) 995-2348 FAX NUMBER: (305) 995-7443 TDD PHONE: (305) 995-2400 REQUEST FOR PROPOSALS (RFP) REQUEST FOR PROPOSALS NO. 006-LL10 DISASTER DEBRIS REMOVAL MONITORING SERVICES Proposals will be accepted until 2:00 PM, (Local Time) on May 17, 2011, in the Division of Procurement Management, School Board Administration Building, 1450 N.E. Second Avenue, Room 352, Miami, Florida, 33132, at which time they will be publicly opened and may not be withdrawn for one hundred twenty (120) days from that date. THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA PROCUREMENT MANAGEMENT 1450 N.E. 2ND AVENUE, MIAMI, FLORIDA 33132 REQUEST FOR PROPOSALS NO. 006-LL10 DISASTER DEBRIS REMOVAL MONITORING SERVICES Sealed proposals will be accepted in Procurement Management, at the above location, until 2:00 P.M. (Local Time) May 17, 2011, and may not be withdrawn for one hundred twenty (120) days from that date. ANTI -COLLUSION STATEMENT THE.. UNDERSIGNED PROPOSER HAS NOT DIVULGED TO, DISCUSSED, OR COMPARED THEIR PROPOSAL WITH OTHER PROPOSERS AND HAS NOT COLLUDED WITH ANY OTHER PROPOSER OR PARTIES TO THE PROPOSAL WHATSOEVER. PROPOSER ACKNOWLEDGES THAT ALL INFORMATION CONTAINED HEREIN IS PART OF THE PUBLIC DOMAIN AS DEFINED BY THE STATE OF FLORIDA SUNSHINE LAW. CERTIFICATION AND IDENTIFICATION FOR PROPOSERS SUBMITTING PROPOSALS. I certify that this proposal is made without prior understanding, agreement or connection with any corporation, firm or person submitting a proposal for the same service, and is in all respects fair and without collusion or fraud. I agree to abide by all conditions of these proposal specifications and I certify that I am authorized to sign this proposal. (Please Type or Print Below) LEGAL NAME OF AGENCY OR PROPOSER SUBMITTING PROPOSAL: MAILING ADDRESS: CITY STATE, ZIP CODE: TELEPHONE NUMBER: BY: SIGNATURE BY: TYPED TITLE: INSTRUCTIONS TO AGENCY/PROPOSER SUBMITTING PROPOSAL I. PREPARING OF PROPOSALS A. THE PROPOSAL IS TO BE SUBMITTED, using 8-1/2" x 11" paper. B. IDENTIFICATION. Failure to indicate the Proposer's EXACT legal name and an unsigned proposal may be considered non -responsive. II. SUBMITTING OF PROPOSALS A. Number of Proposals: A total of Ten (10) copies, of the Proposal must be submitted as follows: * The original proposal in a sealed envelope or box marked "Original." ** Nine (9) copies of the proposal in a separate sealed envelope or box marked "Copies". The proposal number, proposal title and opening date must be clearly marked on all envelopes and boxes. B. Place, Date and Hour. Proposals shall be submitted to The School Board of Miami -Dade County, Florida, Procurement Management, Room 352, 1450 N.E. 2nd Avenue, Miami, Florida, not later than 2:00 P.M. (Local Time) May 17, 2011. III. CHANGE OR WITHDRAWAL OF PROPOSAL A. PRIOR TO PROPOSAL OPENING. Should the agency or individual proposer withdraw its proposal, they shall do so in writing. This communication is to be received by the Assistant Superintendent, Procurement Management Services, 1450 N.E. 2nd Avenue, prior to May 17, 2011. The agency or individual proposer's name and the proposal number should appear on the envelope. B. AFTER PROPOSAL OPENING. After May 17, 2011, proposals may not be changed; and they may not be withdrawn for one hundred twenty (120) days from that date. IV. PROTEST TO CONTRACT SOLICITATION OR AWARD A. The Board shall provide notice of a decision or intended decision concerning a solicitation, contract award, or exceptional purchase by electronic posting which can be accessed at the District's website www.dadeschools.net B. Any person who is adversely affected by the agency decision or intended decision, shall file with the agency a notice of protest in writing within 72 hours after the posting of the notice of decision or intended decision. With respect to a protest of the terms, conditions, and specifications contained in a solicitation, including any provisions governing the methods of ranking proposals or replies, awarding contracts, reserving rights of further negotiation or modifying or amending any contract, the notice of protest shall be filed in writing within 72 hours after the posting of the solicitation. The formal written protest shall be filed within 10 days after the date of the notice of protest is filed. The formal written protest shall state with particularity the facts and law upon which the protest is based. Saturdays, Sundays, and state holidays shall be excluded in the computation of the 72-hour time periods established herein. C. The protesting party shall be required to post a bond consistent with F.A.C. Rule 28-110.005(2), and Board Rule 3C-1.11. Failure to file a protest within the time prescribed in Section 120.57(3), Florida Statutes, or failure to post the bond or other security required by law within the time allowed for filing bond shall constitute a waiver of proceedings under Chapter 120, Florida Statutes. D. Formal written protests will be reviewed by Procurement Management Services who will offer the protesting proposer the opportunity to meet and discuss the merits of the protest. If the protest if not resolved, the proposer may seek an administrative hearing pursuant to 120.57 Florida Statutes. Petitions for hearings on protests pursuant to 120.57 Florida Statutes must be filed in accordance with School Board Rule 6Gx13-8C-1064. E. The "Noticeof and/or formal written Protest" shall be filed with: The Office of the School Board Clerk Miami -Dade County Public Schools 1450 Northeast Second Avenue, Room 268B Miami, Florida 33132 Fax: (305) 995-1448 E-Mail: Martinez(a dadeschools.net V. AWARDS A. RESERVATION FOR REJECTION OR AWARD. The Board reserves the right to reject any and all proposals, to waive irregularities or technicalities, and to request re -bids. The Board reserves the right to utilize other governmental contracts, if in the best interest of the Board. B. NOTIFICATION OF INTENDED ACTION. Notices will be posted on the District's website no later than the Friday preceding a regularly scheduled Board meeting. C. OFFICIAL AWARD DATE. Awards become official upon the Board's formal approval of the award. D. CHARTER SCHOOLS: Items awarded under this contract shall be made available to charter schools authorized by The School Board of Miami -Dade County, Florida. M-DCPS is not responsible or liable for purchases that may be made by Charter Schools. VI. DEFAULT In the event of default, which may include, but is not limited to non-performance and/or poor performance, the Proposer shall lose eligibility to transact new business with the Board for a period of 14 months from date of termination of award by the Board. Proposers that are determined ineligible may request a hearing pursuant to §120.569, Fla. Statute, and School Board Rule 6Gx13-8C-1.064. The School Board reserves the right to reject any and all bids from a Vendor who is currently debarred or in default of any bid, purchase order or contract with the School Board or any other private or governmental entity, pursuant to School Board Rule 6Gx13- 3F-1.023. VII. PUBLIC ENTITY CRIMES Section 287.133(2)(a) Florida Statute. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. VIII. COMPLIANCE WITH STATE/FEDERAL REGULATIONS A. All contracts involving federal funds will contain certain provisions required by applicable sections of CFR 34, Part 80.36(1) and Part 85.510, Florida Statute 257.36, or Florida Administrative Code Chapter 1 B. The vendor certifies by signing the proposal that the vendor and his/her principals are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in federally funded transactions and may, in certain instances, be required to provide a separate written certification to this effect. During the term of any contract with the Board, in the event of debarment, suspension, proposed debarment, declared ineligible or voluntarily excluded from participation in federally funded transactions, the vendor shall immediately notify the Assistant Superintendent, Procurement Management Services, in writing. Vendors will also be required to provide access to records, which are directly pertinent to the contract and retain all required records for three years after the Board makes final payment. B. For all contracts involving Federal funds in excess of $10,000, the Board reserves the right to terminate the contract for cause, as well as for convenience, by issuing a certified notice to the vendor. C. CERTIFY REGISTRATION AND USE OF EMPLOYMENT STATUS VERIFICATION SYSTEM. The Status Verification System, also referred to as "E-verify", only applies to construction and professional services contracts using federal funds. Each offerer and each person signing on behalf of any offeror certifies as to its own entity, . under penalty of perjury, that the named Contractor has registered and is participating in the Status Verification System to verify the work eligibility status of the contractor's new employees that are employed in the State of Florida in accordance with Executive Order 13465 The contractor shall require that the following provision be placed in each subcontract at every tier. "The subcontractor shall certify to the main (prime or general) contractor by affidavit that the subcontractor has verified through the Status Verification System the employment status of each new employee in the respective subcontractor, all in accordance with and to comply with all applicable employee verification laws. Such affidavit must be provided prior to the notice to proceed for the subcontractor to perform the work." The Board will not consider a proposal for award, nor will it make any award where there has not been compliance with this Section. Manually or electronically signing the Proposal is deemed the Contractor's certification of compliance with all provisions of this employment status verification certification required by all applicable status verification laws. IX. CONE OF SILENCE BOARD RULE 6Gx13- 8C-1.212 The School Board of Miami -Dade County, Florida, enacts a Cone of Silence from issuance of a solicitation and shall terminate at the time the School Board acts on a written recommendation from the Superintendent to award or approve a contract, to reject all bids or responses, or to take any other action which ends the solicitation and review process. All provisions of School Board Rule 6Gx13- 8C-1.212, apply. Any violation of this rule shall be investigated by the School Board's Inspector General and shall result in the disqualification of the potential vendor from the competitive solicitation process, rejection of any recommendation for award to the vendor, or the revocation of an award to the vendor as being void, rending void any previous or prior awards. The potential vendor or vendor's representative determined to have violated this rule, shall be subject to debarment. In addition to any other penalty provided by law, violation of this rule by a school district employee shall subject the employee to disciplinary action up to and including dismissal. X. BACKGROUNDSCREENING REQUIREMENTS In accordance with the requirements of Sections, 1012.465, 1012.32, and 1012.467,Florida Statutes, School Board Rules 6Gx13- 3F-1.024 and 6Gx13- 4C- 1021 as amended from time to time Proposer agrees that, if Proposer receives remuneration for services, Proposer and all of its employees who provide or may provide services under this Agreement will complete criminal history checks, and all background screening requirements, including level 2 screening requirements as outlined in the above -referenced Statutes and School Board rules prior to providing services to the School Board of Miami -Dade County, Florida. Additionally, Proposer agrees that each of its employees, representatives, agents. subcontractors or suppliers who are permitted access on school grounds when students are present, who have direct contact with students or who have access to or control of school funds must meet level 2 screening requirements as described in the above -referenced Statutes and School Board rules. Pursuant to the 2007 amendments to the JLA enacted by the Florida Legislature, requirements for certain fingerprinting and criminal history checks shall be inapplicable to non -instructional contracted personnel who qualify for exemption from level 2 screening requirements as provided under § 1012.468, Fla.Stat. (2007). In addition, the provisions of § 1012.467, Fla.Stat. (2007) are incorporated herein by reference, and any provisions of this Addendum that may be inconsistent with, contrary to, or determined to be in conflict with § 1012.467, will be superseded by said Statute. A non -instructional contractor who is exempt from the screening requirements set forth in § 1012.465, § 1012.468 or § 1012.467, Florida Statutes, is subject to a search of his or her name or other identifying information against the registration information regarding sexual predators and sexual offenders maintained by the Department of Law Enforcement under § 943.043 and the national sex offender public registry maintained by the United States Department of Justice. Proposer will not be charged for this search. Further, upon obtaining clearance by Board, if Board deems necessary, Board will issue a photo identification badge which shall be worn by the individual at all times while on Board property when students are present. Proposer agrees to bear any and all costs associated with acquiring the required background screening - including any costs associated with fingerprinting and obtaining the required photo identification badge. Proposer agrees to require all its affected employees to sign a statement, as a condition of employment with Proposer in relation to performance under this Agreement, agreeing that the employee will abide by the heretofore described background screening requirements, and also agreeing that the employee will notify the Proposer/Employer of any arrest(s) or conviction(s) of any offense enumerated in School Board Rules 6Gx13- 3F -1.024 and 6Gx13- 4C 1.021 within 48 hours of its occurrence. Proposer agrees to provide the Board with a list of all of its employees who have completed background screening as required by the above -referenced statutes and who meet the statutory requirements contained therein. Proposer agrees that it has an ongoing duty to maintain and update these lists as new employees are hired and in the event that any previously screened employee fails to meet the statutory standards. Proposer further agrees to notify the Board immediately upon becoming aware that one of its employees who was previously certified as completing the background check and meeting the statutory standards is subsequently arrested or convicted of any disqualifying offense. Failure by Proposer to notify the Board of such arrest or conviction within 48 hours of being put on notice and within 5 business days of the occurrence of qualifying arrest or conviction, shall constitute grounds for immediate termination of this Agreement by the Board. The parties further agree that failure by Proposer to perform any of the duties described in this section shall constitute a material breach of the Agreement entitling the Board to terminate this Agreement immediately with no further responsibility to make payment or perform any other duties under this Agreement. COMPLIANCE WITH SCHOOL CODE Proposer agrees to comply with all sections of the Florida K-20 Education Code, Title XLVIII Florida Statutes as it presently exists, and further as it may be amended from time to time. Further Proposer agrees that failure to comply with the Florida K- 20 Education Code shall constitute a material breach of this Agreement and may result in the termination of this Agreement by the Board. XI. CONFLICT OF INTEREST Former Miami -Dade County Public Schools employees, classified as Managerial Exempt Personnel, Pay Grade 22 and above, Dade County School Administrators Association, Pay Grade 47 and above, and other equivalent positions, are prohibited from personally representing another person or entity or acting as an agent or attorney for compensation in connection with any matter in which The School Board of Miami -Dade County, Florida, is interested, for two years after the School Board employees' service terminates. This provision is pursuant to School Board Rule 6Gx13 — 4A-1.212 and Florida Statute § 112.313(9). The School Board of Miami -Dade County, Florida shall be prohibited from entering into any business relationship or continue an existing business relationship with any person or entity determined to have engaged in violation of the restriction contained in this provision. XII. PUBLIC RECORDS LAW It is the practice of The School Board of Miami -Dade County, Florida, to evaluate all Requests For Proposals in a public forum open to the Sunshine, pursuant to Florida Statute §286.011 and to make available for public inspection and copying any information received in response to an RFP, in accordance with Florida Statute §119, as such any information sent to M-DCPS is being sent into the public domain. No action on the part of the proposer would create an obligation of confidentiality on the part of the School Board, including but not limited to, making a reference in the proposal to the trade secret statutes, Florida Statutes §§ 812.081, 815.045. It is recommended that potential suppliers exclude from their response any information that, in their judgment, may be considered a trade secret. XIII. MISSING DOCUMENTS All proposals received in response to this RFP, will be sealed for a period of 20 days, pursuant to Florida Statute 119.07, to allow for the request and receipt of any missing documents. Respondents who do not meet all the requirements for the RFP may be contacted to submit the missing information within two business days. Incomplete or noncompliant proposals may be disqualified. XIV. ASSIGNMENT This Contract may not be assigned nor may any assignment of monies due, or to become due to proposer, be assigned without the prior written agreement of Miami - Dade County Public Schools. If proposer attempts to make such an assignment, such attempt shall constitute a condition of default. XV. CANCELLATION OF PROPOSALS Prior to opening, a solicitation may be canceled in whole or in part, prior to the date and hour specified in the Instructions To Agency/Proposer for receipt of proposals, when the Assistant Superintendent, Procurement Management Services, determines in writing, that such action is in the best interest of the Board for reasons including, but not limited to: 1) The Board no longer requires the supplies, services, or construction; 2) The Board no longer can reasonably expect to fund the procurement; 3) A review of a valid protest filed by a proposer as may be determined by the administrative staff; or 4) Proposed amendments to the solicitation would be of such magnitude that a new solicitation is desirable. When a solicitation is canceled prior to opening, notice of cancellation shall be posted on the District's website, and sent to all businesses solicited, via facsimile or mail. Any proposals received for the cancelled solicitation shall be returned to the proposer unopened. XVI. TERMINATION FOR CONVENIENCE The School Board may terminate the Agreement at any time without cause upon a minimum thirty (30) days' notice to Proposer, in which case the following provisions shall apply: (A) The notice may be effective as of a date certain or may apply only after the delivery of certain enumerated deliverables;. (B) The School Board shall pay to Proposer upon receipt of an invoice from Proposer otherwise complying with the Agreement, for any services in respect of a deliverable not yet delivered which have actually been performed by Proposer, pro -rated on a percentage completion basis based on Proposer's reconciliation of labor actually expended compared to labor originally estimated by Proposer in constructing its proposal. XVII. DEBARMENT Pursuant to Board Rule 6Gx13 — 3F1.023 — Contractor Debarment Procedures — Debarred contractors are excluded from conducting business with the Board as agents, representatives, partners, and associates of other contractors, subcontractors or individual sureties. XVIII. PURCHASES BY OTHER PUBLIC AGENCIES With the consent and agreement of the successful proposers(s), purchases may be made under this proposal by Miami -Dade County, Florida, and other governmental agencies or political subdivisions within the State of Florida. Such purchases shall be governed by the same terms and conditions stated herein. This agreement in no way restricts or interferes with the right of any State of Florida Agency or political subdivision to rebid any or all of these items. XIX. NO GRATIUTY POLICY It is the policy of Procurement Management Services not to accept gifts, gratuities, or favors of any kind or of any value whatsoever from vendors, members of their staffs, or families. XX. COMPLIANCE WITH LAWS Proposers shall comply with all federal, State of Florida and local laws applicable to it and the performance of its obligations under this proposal. XXI. DAVIS-BACON ACT LABOR STANDARDS This project may be funded in whole or in part under the provisions of the American Recovery and Reinvestment Act of 2009. Therefore, the proposer shall comply with all applicable provision of 40 U.S.C. §276a-§276a-7, the Davis -Bacon Act, as supplemented by the Department of Labor regulations (29 C.F.R., PART 5 "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction) XXII. LOBBYISTS Board rule 6Gx13-8C-1.21, delineates the policy regarding lobbyists. Pursuant to this rule, lobbyists shall complete annually, a Lobbyist Registration Form, and pay the annual registration fee. Pursuant to this rule, every person required to register shall list all individuals who may make a presentation when the person appears as a representative for an individual or firm for an oral presentation before a site administrator, or instructional personnel, or certification, evaluation, selection, technical review or similar oral presentation committee. This listing shall include the Clerk's form, the list of presenters, and the indication of fee receipt, prior to the oral presentation. No person shall appear before any employee or committee on behalf of any individual or firm unless he or she has been listed as part of the firm's presentation team or unless he or she is registered with the Clerk's office and has paid all applicable fees. The Board rule may be accessed at: http://www2.dadeschools.net/schoolboard/rules/ XXIII. DISCLOSURE OF EMPLOYMENT OF FORMER SCHOOL BOARD EMPLOYEES Pursuant to School Board Rule 6Gx13- 3F-1.025, which may be accessed at http://www2.dadeschools.net/schoolboard/rules, all bidders, proposers, and consultants are required to disclose the names of any of their employees who serve as agents or principals for the bidder, proposer or consultant, and who, within the last two years, have been or are employees of the School Board. Such disclosure will be in accordance with current School Board rules, but will include, at a minimum, the name of the former School Board employee, a list of the positions the employee held in the last of their employment with the School Board, and the dates the employees held those positions. See following page and include page in your proposal packages. If non -applicable, please indicate so on the form and return. Specific Authority: 1001.41(1) (2); 1001.42(22); 1001.43(10) F.S. Law Implemented, Interpreted or Made Specific: 1001.43(10); 1001.51(14) F.S. History: THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA New: 6-18-03 Revised 02/10 DISCLOSURE OF EMPLOYMENT OF FORMER SCHOOL BOARD EMPLOYEES (PLEASE INCLUDE THIS FORM WITH YOUR PROPOSAL PACKAGE) Pursuant to School Board Rule 6Gx13- 3F-1.025, which may be accessed on the school website at www2.dadeschools.net/schoolboard/rules all bidders, proposers, and consultants, are required to disclose the names of any of their employees who serve as agents or principals for the bidders, proposers or consultant, and who within the last two years, have been or are employees of the School Board. Such disclosure will be in accordance with current School Board rules, but will include, at a minimum, the name of the former School Board employee, a list of the positions the employee held in the last two years of his or her employment with the School Board, and the dates the employee held those positions. NAME LIST OF POSITIONS DATES EMPLOYEE HELD POSITION N/A No employee of O'Brien's who serve as agents or principals of firm have ever been nor are currently employees of the School Board. FM-3191 Rev. (07-09)