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HomeMy WebLinkAboutbocc.con.143.2011 CLERK'S CHECK LIST FOR CONTRACTS SUBMITTED TO CLERK AND RECORDER FOR SCANNING /ARCHIVING CONTRACT #: 143 -2011 ORIGINATING DEPARTMENT/DIVISION: Airport CONTACT PERSON: Jim Elwood PHONE #: 970- 429 -2851 PROJECT NAME: Airport Master Plan ❑ BOCC AGENDA ITEM STAFF AUTHORIZED SIGNATURE (Requires BOCC Signature) (per Revised Procurement Code 7/2005) ® Over $50,000 (Requires County Manager's Signature) ✓ CHECK PROCUREMENT TYPE: ❑None ®Informal ['Formal ['Sole Source ❑Emergency ❑State Bid ❑ ❑Compliance with House Bills 06 -1343 and 07 -1073 — Immigration Form (Under $10,000, Letters of Engagement, etc DOLLAR AMOUNT: $ BUDGET LINE ITEM/LEDGER NUMBER: 404.69.94786.82000 ✓ CHECK CONTRACT TYPE: ®Services/Maintenance ❑Employment (for county employees) :License/Use ['Intergovernmental Agreement (Requires BOCC Action) ❑Lease ❑Non - Profit ❑ Construction ❑Quasi - Public ❑ Goods, Equipment, Supplies ❑Grant Agreements (Requires BOCC Action) ❑Other (e.g. revenue) ❑Change Order /Contract Amendment CONTRACTOR: Barnard Dunkelberg and Company, Inc. COMPLETE LEGAL OF NAME OF BUSINESS (if different from contractor) Contract Execution Date:8 /23/2011 Contract End Date: 7/31/2016 Automatic Renewal: DYes No Term of Contract: 8/23/2011 - 7/31/2016 or All Contracts should be roofed for the followin ✓ p g� ®No Pages Missing ✓ [Oa Page is Left Intentionally Blank —Note on Page ✓ Page numbered consecutively ✓ ®A!! Signatures Affixed ✓ ®All Dates Filled In ✓ ®All Other Blanks Filled In ✓ ®All Exhibits Attached ✓ ®HB 06 -1343 and 07 -1073 (Immigration Legislation) Included in RFP and/or Contract ✓ ❑All Legal Descriptions Attached (if applicable) ✓ DNotice of Award/Notice to Proceed Attached (if applicable) ✓ ❑Warranty (if applicable) ✓ ® Special Instructions for Finance Department: Dollar Amounts will be sent in with task orders ✓ [s] Sent to Clerk and Recorder for Scanning/Archiving ✓ ®Authorized Staff Person's Name: John Peacock BY CHECKING ABOVE AND ENTERING NAME, THE AUTHORIZED STAFF PERSON INDICATES THAT THE ATTACHED DOCUMENT HAS BEEN PROOFED AND READY FOR SCANNING. NOTE: CLERK'S OFFICE WILL KEEP ORIGINAL DOCUMENTS IN COMPLIANCE WITH COLORADO STATE ARCHIVES RETAINAGE SCHEDULE. ' .P." .itit __. or � v z .s =. : > i .�...... - .. � .y/r .rat � , TWIN :=_4ifik 7 x 4.8' . Z ,,., li ' ' % . , , 1: ,:_. ..... ' . - . • , ,_. , , CONTRACT FOR PROVISION OF SERVICES Contract #143 -2011 THIS CONTRACT is made and entered by and between the Pitkin County Board of County Commissioners ( "County ") and Barnard Dunkelberg and Company, Inc. (hereinafter "Contractor "). 1. Term. The term of this contract is from August 1, 2011to July 31, 2016. 2. Contractor's Obligations.Contractor shallperform services as described in subsequent Task Orders tied to this contract. Each task order will include a scope of services, a project budget, a project schedule and other mutually agreed upon terms. In the event of any conflict between the terms of this Contract and the terms of Exhibit A, this Contract shall control with the exception of Federally required clauses located within Exhibit A identified as: A. CIVIL RIGHTS ACT OF 1964, TITLE VI — CONTRACTOR CONTRACTUAL REQUIREMENTS, B. AIRPORT AND AIRWAY IMPROVEMENT ACT OF 1982, SECTION 520 - GENERAL CIVIL RIGHTS PROVISIONS C. DISADVANTAGED BUSINESS ENTERPRISES, D. LOBBYING AND INFLUENCING FEDERAL EMPLOYEES, E. ACCESS TO RECORDS AND REPORTS, F. BREACH OF CONTRACT TERMS, G. RIGHTS TO INVENTIONS FL TRADE RESTRICTION CLAUSE L TERMINATION OF CONTRACT J. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION The parties recognize that these Federal Clauses may be revised from time to time by the Federal Government. Page 1 of 15 3. Compensation and Expenses, Invoicing, Payment and Offset. The County shall compensate Contractor for its services in accordance with the Project Budget and Schedule set forth in the attached Task Order(s). The total compensation and reimbursement to be paid hereunder shall be defined as set forth in Exhibit A and amendments thereto. In the event the Contractor incurs time and expenses in excess of the total compensation provided for in Exhibit A and amendments, no compensation for said additional time and expenses shall be required to be paid by the County without written amendment to this contract executed by the County. 4. County's Exclusive Ownership of Work Product. Drawings, specifications, guidelines and other documents prepared by Contractor in connection with this contract shall be the property of the County. Reuse by County of any documents and /or services pertaining to this project or extensions of this project or on any other project shall be at County's sole risk. However, Contractor shall have the right to utilize such documents in the course of its marketing, professional presentations, and for other business purposes. Contractor assigns to County the copyrights to all work prepared, developed, or created pursuant to this contract, including the right to: 1) reproduce the work; 2) prepare derivative works; 3) distribute copies to the public; 4) perform the works publicly; and 5) to display the work publicly. Contractor shall then have a right to use materials produced in the course of this contract for marketing purposes and professional presentations, articles, speeches and other business purposes. 5. Pitkin County's Obligations. Pitkin County shall administer this contract through a County Representative. David Ulane will manage the project as the County's Representative. In the event that Mr. Ulane is not available, James Elwood shall assume the County Representative's duties. The services provided and products delivered by the Contractor under this contract will be subject to review by the County's Representatives, or a designee, for compliance with Contractor's obligations prior to final payment. 6. Termination Prior to Expiration of Contract Term. The County has the right to terminate this contract, with or without cause, by giving written notice to the Contractor of such termination and specifying the effective date thereof. Such notice shall be given at least ten (10) days before the effective date of such termination. In such event all finished or unfinished documents, data, studies and reports prepared by the Contractor pursuant to this contract shall become the County's property. Contractor shall be entitled to receive compensation in accordance with the contract for any satisfactory work completed pursuant to the terms of this contract prior to the date of termination. Notwithstanding the above, Contractor shall not be relieved of liability to the County for damages sustained by the County by virtue of any breach of the contract by the Contractor. Additionally, Contractor shall provide the County with electronic copies of all data and information collected and prepared under this contract in a format viewable and editable by County without the need for specialized computer software, as determined by the County's representative. 7. Independent Contractor Status. A. The parties to this contract intend that the relationship between them contemplated by the contract is that of independent Contractor. Contractor, and any agent, Page 2 of 15 employee, or servant of Contractor shall not be deemed to be an employee, agent, or servant of Pitkin County. B. Contractor is not required to offer its services exclusively to Pitkin County under this contract. Contractor may choose to work for other individuals or entities during the term of this contract, provided that the services and deliverable products required under this contract are submitted in the manner and on the schedule defined under this contract. C. All work produced and services provided in the performance of the Contractor's obligations under this contract will conform to the highest levels of care, skill and diligence exercised by similarly situated, qualified and experienced professionals under similar circumstances. D. Contractor shall not attempt to oversee or supervise the work or actions of any Pitkin County employee, servant or agent in the course of completing work under this contract. E. Contractor is not entitled to any Workers' Compensation benefits through Pitkin County and is responsible for payment of any federal, state, FICA and other income taxes. 8 Assignability. This contract is not assignable by either party. Any use of subcontractors by the Contractor for performance of this contract must be accepted in writing by the County. 9. Binding Arbitration. Any disputes arising out of this contract shall be subject to binding arbitration. The parties agree that any disputes concerning the terms and conditions of this contract shall be submitted and finally settled by arbitration. Arbitration shall be conducted pursuant to the rules of the American Arbitration Association and shall be presided over by the Pitkin County Hearing Officer appointed to arbitrate Pitkin County contract disputes. Costs of the arbitration shall be awarded to the substantially prevailing party. 10. Severability. In the event that any provision of this contract shall be held to be invalid or unenforceable, the remaining provisions of this contract shall remain valid and binding upon the parties hereto 11. Integration and Modification. A. This contract represents the entire and integrated contract between the County and the Contractor and supersedes all prior negotiations, representations, or contract, either written or oral. This contract may be amended only by written contract signed by both the County and the Contractor. B. The County may, from time to time, request changes in the scope of services of the Contractor to be performed hereunder. Such changes, including the increase or decrease in the amount of the Contractor's compensation, which are mutually agreed upon between the County and the Contractor, shall be in writing and upon execution shall become part of this contract. Page 3 of 15 12. Indemnity. The Contractor (including, by definition here and hereinafter, its officials, employees, agents and representatives, subcontractors and suppliers), shall and hereby does release, discharge, indemnify and hold harmless the County of Pitkin and its officials, employees, agents and representatives from and against liability for any claim, demand, loss, damages, penalty, judgment, expenses, costs (including costs of investigation and defense), fees (including reasonable attorney and expert witness fees) or compensation in any form or kind whatsoever for any bodily injury, death, personal injury, property damage, delay damages, contract damages, and any other damages or judgment of any kind arising out of, related to, or connected arising out of or in connection with any negligent act, intentional act, error or omission by the Contractor, and for any liability alleged to accrue against the County on account of the Contractor's acts, errors or omis- sions; provided, however, that such indemnity shall not be construed as an indemnity for bodily injury or property damage or any of the aforementioned liability claims arising from the sole negli- gence of the County or its employees. The Contractor further shall investigate, process, respond to, adjust, provide defense for and defend, pay or settle all claims, demands, or lawsuits related hereto at its sole expense and shall bear all other costs and expenses related thereto, even if the claim, demand or lawsuit is groundless, false or fraudulent, unless the claim is a result of the County's negligence for which these costs will be prorated based on percent of fault. 13. Insurance. A. In whole or in part, the Contractor shall secure and maintain for the term of its contractual relationship with the County such insurance policies, from companies licensed in the State of Colorado, as will protect itself, the County and others as specified, from claims for bodily injuries, death, personal injury or property damage, which may arise out of or result from the Contractor's acts, errors or omissions. The following insurance coverage, at or above the limits indicated and including such endorsements as are indicated by an "X ", are required: 1. Statutory Workers' Compensation: Colorado statutory minimums 2. Commercial General Liability — ISO 1998 Form or equivalent (With County named additional insured) Each Occurrence Limit $1,000,000.00 General Aggregate Limit $2,000,000.00 Products /Completed Operations Aggregate Limit $2,000,000.00 Comprehensive Form (All risks) to include: X Premises /Operations Underground, Explosion & Collapse Hazard X Products /Completed Operations X Contractual Liability X Independent Contractors and Subcontractors X Broad Form Property Damage X Personal Injury Page 4 of 15 3. Business Auto Coverage: Combined Single Limit Liability (each accident) $1,000,000.00 4. Special Coverages (check as appropriate and insert amount): (1) Performance Bond Labor and Material Payment Bond (2) Professional Errors and Omissions (3) Aircraft Liability (4) Owner's Protective (5) Builder's Risk (6) Boiler and Machinery (7) Loss of Use Insurance (8) Pollution Liability (9)Crime, including Employee Dishonesty Coverage, or Fidelity Bond B. Proof of Insurance: 1. To provide evidence of the required insurance coverage, copies of Certificates of Insurance in a form acceptable to the County shall be filed with the County through the representative identified in Paragraph 5, no later than ten (10) calendar days prior to commencement of operations affecting the County. Failure to file or maintain acceptable Certificates of Insurance with the County is agreed to be a material breach of any contract. These Certificates of Insurance shall contain a provision that coverage afforded under the policies will not be canceled or materially altered unless at least thirty (30) calendar days prior written notice by certified mail, return receipt requested (effective upon proper mailing), has been sent to the County (through the County's Risk Department). (For purposes of this provision, "materially altered" shall mean a change affecting the coverage's required herein, including a change to policy limits as set out in the then - current policy declarations page). Simultaneously with the Certificates of Insurance, the Contractor shall file with the County's Risk Department (and promptly update, as necessary) a certified statement as to claims pending against the required coverages, reserves established on account of such claims, defense costs expended and amounts remaining on policy limits. 2. In addition, these Certificates of Insurance shall contain the following clauses: a. The clause "other insurance provisions," in a policy in which the County of Pitkin holds a Certificate, shall not apply to the County of Pitkin. b. The insurance companies issuing the policy or policies hereunder shall have no recourse against the County of Pitkin for payment of any premiums or for assessments under any form of policy. Page 5 of 15 c. Any and all deductibles in the above - described insurance policies shall be assumed by and be for the amount of, and at the sole expense of the Contractor. d. Location of operations shall be: "all operations and locations at which work for the referenced Project is being done." 3. Certificates of Insurance for all renewal policies shall be delivered to the County's Representative at least fifteen (15) days prior to a policy's expiration date except for any policy expiring on the expiration date of this contract or thereafter. 4. The County reserves the right to request and receive a copy of any policy and any policy endorsement at any time during the term of this contract. 14. Exemptions and Preferences. All purchases of construction or building or any other materials for this contract shall not include Federal Excise Taxes or Colorado State or local sales or use taxes. Pitkin County is exempt from such taxes under registration numbers 98 -02624 and 84-78000-5K. 15. Records. The Contractor shall maintain comprehensive, complete and accurate books, records, and documents concerning its performance relating to this contract for a period of three (3) years after final payment under the contract and the County shall have the right within the three (3) year period to inspect and audit these books, records and documents, upon demand, in a reasonable manner and at reasonable times, for the purpose of determining, by accepted accounting and auditing standards, compliance with all provisions of the contract and applicable law. 16. Contract Made in Colorado. The parties agree that this contract was made in accordance with the laws of the State of Colorado and shall be so construed. In the event that legal action is necessary to enforce any of the provisions of this contract beyond the arbitration described in Paragraph 9, Venue is agreed to be exclusively in the courts of Pitkin County, Colorado. 17. Attorney's Fees. In the event that legal action is necessary to enforce any of the provisions of this contract beyond the arbitration described in Paragraph 9, the substantially prevailing party shall be entitled to its costs and reasonable attorney's fees. 18. Governmental Immunity. Contractor agrees and understands that Pitkin County is relying on and does not waive, by any provision of this contract, the monetary limitations or terms (presently $150,000.00 per person and $600,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, 24 -10 -101, et. Seq., C.R.S., as from time to time amended, or otherwise available to Pitkin County or any of its officers, agents or employees. Further, nothing in this contract shall be construed or interpreted to require or provide for indemnification of the Contractor by the County for any injury to any person or any property damage whatsoever which is caused by the negligence or other misconduct of the County or its agent or employees, or from which the County otherwise would itself be immune pursuant to the CGIA. Page 6of15 19. Current Year Obligations. The parties acknowledge and agree that any payments provided for hereunder or requirements for future appropriations shall constitute only currently budgeted expenditures of Pitkin County. Pitkin County's obligations under this contract are subject to Pitkin County's annual right to budget and appropriate the sums necessary to provide the services set forth herein. No provisions of the contract shall constitute a mandatory charge or requirement in any ensuing fiscal year beyond the then current fiscal year of Pitkin County. No provision of the contract shall be construed or interpreted as creating a multiple - fiscal year direct or indirect debt or other financial obligation of Pitkin County within the meaning of any constitutional or statutory debt limitation. This contract shall not directly or indirectly obligate Pitkin County to make any payments beyond those appropriated for Pitkin County's then current fiscal year. No provisions of this contract shall be construed to pledge or create a lien on any class or source of Pitkin County's moneys, nor shall any provision of this contract restrict the future issuance of Pitkin County's bonds or any obligations payable from any class or source of Pitkin County's money. 20. Notice. Any written notice required by this contract shall be deemed delivered through any of the following: (1) hand delivery to the person at the address below; (2) delivery by facsimile with confirmation of receipt to the fax number below; or (3) within three (3) days of being sent certified first class mail, postage prepaid, return receipt requested addressed as follows: A. To Pitkin County with copies to: David Ulane Pitkin County Attorney's Office Aspen /Pitkin County Airport 530 E. Main Street, #302 0233 E. Airport Rd. Aspen, Colorado 81611 Aspen, CO 81611 Fax: (970) 920 -5198 B. To Contractor: Ryk Dunkelberg 1616 E. 15 St. Tulsa, OK 74120 -6008 21. XXI. Compliance with House Bill 06 -1343. A. In compliance with House Bill 06 -1343, amending Title 8 of the Colorado Revised Statutes by the addition of Article 17.5, Illegal Aliens - Public Contract for Services, enacted by the General Assembly of the State of Colorado, the Contractorshall not: 1. Knowingly employ or contract with an illegal alien to perform work under this contract or; 2. Enter into a contract with a subcontractor that fails to certify to the Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this contract. Page 7 of 15 B. In compliance with House Bill 06 -1343 enacted by the General Assembly of the State of Colorado: 1. The Contractor shall verify or attempt to verify through participation in the Basic Pilot Program [created in Public Law 208, 104th Congress, as amended and expanded in Public Law 156, 108 Congress, as amended, that is administered by the United States Department of Homeland Security] that the Contractor does not employ any illegal aliens and, if the Contractor is not accepted into the Basic Pilot Program prior to entering into this contract, the Contractor shall apply to participate in the Basic Pilot Program every three months until the Contractor is accepted or this contract has been completed, whichever is earlier. This provision shall not be required or effective if the Basic Pilot Program is discontinued. 2. The Contractor shall be prohibited from using Basic Pilot Program procedures to undertake pre - employment screening of job applicants while this contract is being performed. 3. If the Contractor obtains actual knowledge that a subcontractor performing work under this contract knowingly employs or contracts with an illegal alien, the Contractor shall be required to: a. Notify the subcontractor and the County within three days that the Contractor has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and b. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (a) of this paragraph (3) the subcontractor does not stop employing or contracting with the illegal aliens; except that the Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. 4. The Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the Department of Labor and Employment is undertaking pursuant to the authority established in Subsection (5) of C.R.S. § 8- 17.5 -102. Page 8 of 15 IN WITNESS WHEREOF, the parties have executed this contract as of the date first set out herein above. CONTRACTOR: B L `c 1 Y• . Title b,f5,01 'ire= ?,AC I _2 - © U Date BOARD OF COUNTY COMMISIONERS OF PITKIN COUNTY, COLORADO: B 22 A 1 1 Jam . Elwood, A.A.E. Date B �' , ikt _ Jon Peacock, ounty Manager Page 9 of 15 EXHIBIT A REQUIRED FEDERAL CLAUSES for PROFESSIONAL SERVICES CONTRACTS 1. CIVIL RIGHTS ACT OF 1964, TITLE VI — CONTRACTOR CONTRACTUAL REQUIREMENTS During the performance of this contract, the contractor, for itself, its assignees and successors in interest (hereinafter referred to as the "contractor ") agrees as follows: 1.1 Compliance with Regulations. The contractor shall comply with the Regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation (hereinafter, "DOT ") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this contract. 1.2 Nondiscrimination. The contractor, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. 1.3 Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations either by competitive bidding or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the contractor of the contractor's obligations under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. 1.4 Information and Reports. The contractor shall provide all information and reports required by the Regulations or directives issued pursuant thereto and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Sponsor or the Federal Aviation Administration (FAA) to be pertinent to ascertain compliance with such Regulations, orders, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish this information, the contractor shall so certify to the sponsor or the FAA, as appropriate, and shall set forth what efforts it has made to obtain the information. 1.5 Sanctions for Noncompliance. In the event of the contractor's noncompliance with the nondiscrimination provisions of this contract, the sponsor shall impose such contract sanctions as it or the FAA may determine to be appropriate, including, but not limited to: Page 10 of 15 a. Withholding of payments to the contractor under the contract until the contractor complies, and /or b. Cancellation, termination, or suspension of the contract, in whole or in part. 1.6 Incorporation of Provisions. The contractor shall include the provisions of paragraphs 1 through 5 in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. The contractor shall take such action with respect to any subcontract or procurement as the sponsor or the FAA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the contractor may request the Sponsor to enter into such litigation to protect the interests of the sponsor and, in addition, the contractor may request the United States to enter into such litigation to protect the interests of the United States. 2. AIRPORT AND AIRWAY IMPROVEMENT ACT OF 1982, SECTION 520 - GENERAL CIVIL RIGHTS PROVISIONS — Title 49/47123, AC 150/5100 -15, Para. 10.c The contractor assures that it will comply with pertinent statutes, Executive orders and such rules as are promulgated to assure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or handicap be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision obligates the tenant /concessionaire /lessee or its transferee for the period during which Federal assistance is extended to the airport a program, except where Federal assistance is to provide, or is in the form of personal property or real property or interest therein or structures or improvements thereon. In these cases the provision obligates the party or any transferee for the longer of the following periods: (a) the period during which the property is used by the airport sponsor or any transferee for a purpose for which Federal assistance is extended, or for another purpose involving the provision of similar services or benefits or (b) the period during which the airport sponsor or any transferee retains ownership or possession of the property. In the case of contractors, this provision binds the contractors from the bid solicitation period through the completion of the contract. This provision is in addition to that required of Title VI of the Civil Rights Act of 1964. 3. ACCESS TO RECORDS AND REPORTS — 49 CFR Part 18.36 (i), FAA Order 5100.38 The Contractor shall maintain an acceptable cost accounting system. The Contractor agrees to provide the Sponsor, the Federal Aviation Administration and the Comptroller General of the United States or any of their duly authorized representatives access to any books, documents, papers, and records of the contractor which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The Contractor agrees to maintain all books, records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed. 4. RIGHTS TO INVENTIONS — 49 CFR Part 18.36 (i)(8), FAA Order 5100.38 Page 11 of 15 All rights to inventions and materials generated under this contract are subject to regulations issued by the FAA and the Sponsor of the Federal grant under which this contract is executed. 5. BREACH OF CONTRACT TERMS — 49 CFR Part 18.36 Any violation or breach of terms of this contract on the part of the contractor or their subcontractors may result in the suspension or termination of this contract or such other action that may be necessary to enforce the rights of the parties of this agreement. The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. 6. DISADVANTAGED BUSINESS ENTERPRISES — 49 CFR Part 26 Contract Assurance ( §26.13) - The contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy, as the recipient deems appropriate. Prompt Payment ( §26.29) - The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than [specify number] days from the receipt of each payment the prime contractor receives from [Name of recipient]. The prime contractor agrees further to return retainage payments to each subcontractor within [specify the same number as above] days after the subcontractor's work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the [Name of Recipient]. This clause applies to both DBE and non -DBE subcontractors. 7. TRADE RESTRICTION CLAUSE — 49 CFR Part 30.13, FAA Order 5100.38 The contractor or subcontractor, by submission of an offer and /or execution of a contract, certifies that it: a. is not owned or controlled by one or more citizens of a foreign country included in the list of countries that discriminate against U.S. firms published by the Office of the United States Trade Representative (USTR); b. has not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national of a foreign country on said list, or is owned or controlled directly or indirectly by one or more citizens or nationals of a foreign country on said list; Page 12 of 15 c. has not procured any product nor subcontracted for the supply of any product for use on the project that is produced in a foreign country on said list. Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49 CFR 30.17, no contract shall be awarded to a contractor or subcontractor who is unable to certify to the above. If the contractor knowingly procures or subcontracts for the supply of any product or service of a foreign country on said list for use on the project, the Federal Aviation Administration may direct through the Sponsor cancellation of the contract at no cost to the Government. Further, the contractor agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification without modification in each contract and in all lower tier subcontracts. The contractor may rely on the certification of a prospective subcontractor unless it has knowledge that the certification is erroneous. The contractor shall provide immediate written notice to the sponsor if the contractor learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The subcontractor agrees to provide written notice to the contractor if at any time it learns that its certification was erroneous by reason of changed circumstances. This certification is a material representation of fact upon which reliance was placed when making the award. If it is later determined that the contractor or subcontractor knowingly rendered an erroneous certification, the Federal Aviation Administration may direct through the Sponsor cancellation of the contract or subcontract for default at no cost to the Government. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by this provision. The knowledge and information of a contractor is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. This certification concerns a matter within the jurisdiction of an agency of the United States of America and the making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution under Title 18, United States Code, Section 1001. Page 13 of 15 8. CERTIFICATION REGARDING DEBAREMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION — 49 CFR Part 29, FAA Order 5100.38 The bidder /offeror certifies, by submission of this proposal or acceptance of this contract, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. It further agrees by submitting this proposal that it will include this clause without modification in all lower tier transactions, solicitations, proposals, contracts, and subcontracts. Where the bidder /offeror /contractor or any lower tier participant is unable to certify to this statement, it shall attach an explanation to this solicitation /proposal. 9. TERMINATION OF CONTRACT — 49 CFR Part 18.36(i)(2), FAA Order 5100.38 a. The Sponsor may, by written notice, terminate this contract in whole or in part at any time, either for the Sponsor's convenience or because of failure to fulfill the contract obligations. Upon receipt of such notice services shall be immediately discontinued (unless the notice directs otherwise) and all materials as may have been accumulated in performing this contract, whether completed or in progress, delivered to the Sponsor. b. If the termination is for the convenience of the Sponsor, an equitable adjustment in the contract price shall be made, but no amount shall be allowed for anticipated profit on unperformed services. c. If the termination is due to failure to fulfill the contractor's obligations, the Sponsor may take over the work and prosecute the same to completion by contract or otherwise. In such case, the contractor shall be liable to the Sponsor for any additional cost occasioned to the Sponsor thereby. d. If, after notice of termination for failure to fulfill contract obligations, it is determined that the contractor had not so failed, the termination shall be deemed to have been effected for the convenience of the Sponsor. In such event, adjustment in the contract price shall be made as provided in paragraph 2 of this clause. e.The rights and remedies of the sponsor provided in this clause are in addition to any other rights and remedies provided by law or under this contract. Page 14 of 15 . 10. LOBBYING AND INFLUENCING FEDERAL EMPLOYEES — 49 CFR Part 20, Appendix A LOBBYING AND INFLUENCING FEDERAL EMPLOYEES (1) No Federal appropriated funds shall be paid, by or on behalf of the contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the making of any Federal grant and the amendment or modification of any Federal grant. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any Federal grant, the contractor shall complete and submit Standard Form -LLL, "Disclosure of Lobby Activities," in accordance with its instructions.