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HomeMy WebLinkAboutbocc.con.120.2013 r I Ren. 08-30-11 jls COUNTY CLERK'S CONTRACT COVERSHEET CONTRACT #: 120-2013 ORIGINATING DEPARTMENT: Airport PROCUREMENT OFFICER: Brian Grefe PHONE#: 4292853 PROJECT NAME: Airport Engineering Services CONTRACTOR: JV18tlOri DOLLAR AMOUNT: 0.00 LINE ITEM# 0 CONTRACT EXECUTION DATE: 5/1/2013 CONTRACT END DATE: 4/30/2018 AUTOMATIC RENEWAL: ❑ YES � NO TERM: OS/1/2013-4/30/2018 ❑ BOCC AGENDA ITEM (Grants, IGA) � STAFF AUTHORIZED SIGNATURE (Requires BOCC Signature) (Per Revised Procurement Code 7/2005) ❑ OVER$50,000 (Requires Section Leader& County Manager's Signature) ✓ CHECK PROCUREMENT TYPE: ❑ None ❑ Informal � Formal ❑ Sole Source ❑ Emergency ❑ Outside Agency/State Bid ❑ Compliance with C.R.S. 8-17-5-]01, 102 as amended Qmmigration Form) ❑ Exempt ❑ Contract Renewal � � �a'�z° '��w"� ✓ CHECK CONTRACT TYPE: � Services/Maintenance ❑ Gmployment ❑ License/Use ❑ Intergovernmental Agreement(Resolution Required) ❑ Lease ❑ Non-Profit . ❑ Construction ❑ Quasi-Public (e.g.-AVH) ❑ Goods, Gquipment, Supplies ❑ Grant Agreements(Notify Finance& Resolution Required) ❑ Other(e.g. revenue) ❑ Change OrdedContract Amendment (C/O: 10%or$?SK whichever is the lesser must have County Manager signature) All Contracts should be proofed and all exhibits and notices must be attached for the following: ✓ � No Pages Missing ✓❑ All Other Blanks Filled In ✓ ❑ If Page Left Intentionally Blank—Note on Page ✓� All Exhibi[s Attached ✓ � Page numbered consecutively ✓❑ All Legal Descriptions attached (ifnpplicable) , ✓ � All Original Signatures Affixed ✓❑Notice ofAward/Notice to Proceed Attached (ifapplrcable) ✓ � All Dates Filled In ✓❑ Warranty(if applicable) ✓ � Special Instructions for Finance Department: Retainage contract only ✓ � Authorized Procurement Officer's Name: E3rian Grefe 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 ARCHNES RETAINAGE SCHEDULG ALL ATTACHMENTS MUST BE WITH THI5 CHECKLIST! I �T� � i� � ����T� c;c� CONTRACT FOR PROVISION OF SERVICES Airport Engineering Services THIS CONTRACT is made and entered by and between the Pitkin County Board of County Commissioners ("County") and Jviation Ina (hereinafter "Engineer") (collectively, the "Parties")._ l. Term. This contract is for a term of five (5) years commencing on May 1, 2013. This contract shall continue through the completion of any amendments that may be executed under this contract. 2. En�ineer's Obli atg ions. Engineer shall perforrn services as described in the Scope of Work attached hereto as Exhibit A and incorporated herein by this reference. Project-specific Task Orders shall be supplied in mutually-agreed upon revisions to Exhibit A executed by the Parties. 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 PROVISION, C. DISADVANTAGED BUSINESS ENTERPRISES, D. LOBBYING AND INPLUGNCING PGDERAL EMPLOYEES, G. ACCGSS TO RECORDS AND REPORTS, F. BREACH OF CONTRACT TERMS, G. RIGI-ITS TO INVENTIONS, H. TRADE RCSTRICTION CLAUS�, 1. TERMINATION OF CON"I'RAC7', 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 3. Compensation and �xpenses, Invoicin� Payment and Offset. The County shall compensate Engineer for its services in accordance with the Project Budget and Schedule set forth in Exhibit A. The total compensation and reimbursement to be paid hereunder shall be defined as set forth in Exhibit A and amendments thereto. The percentage amount of payment that the County may withhold from each invoice, if any, shall be set forth in each Task Order. In the event the Engineer incurs time and expenses in excess of the total compensation provided for in Exhibit A and 1 � 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. Countv's Exclusive Ownership of Work Product. Drawings, specifications, guidelines and other documents prepared by Engineer in connection with this contract shall be the property of the County. However, Engineer shall have the right to utilize such documents in the course of its marketing, professional presentations, and for other business purposes. Engineer assigns to County the copyrights to all work prepared, developed, or creaYed pursuant to this contract, including the right to: 1) reproduce the work; 2) prepare derivative works; 3) distribute copies to the public; 4) perPorm the works publicly; and 5) to display the work publicly. Engineer shall have 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 Countv's Obligations. Pitkin County shall administer this contract through a County Representative. 7'he Assistant Director of Aviation-Administration will manage the project as the County's Representative. In the event that the Assistant Directar of Aviation-Administration is not available, the Assistant Director of Aviation-Operations and Facilities shall assume the County Representative's duties. The services provided and products delivered by the Engineer under this contract will be subject to review by the County's Representatives, or a designee, for compliance with Engineer's obligations priar to final payment. Such a review by the County's Representative shall under no circumstances operate as a waiver of any of the County's rights, including without limitation the right to claim that the Engineer's work was not in accordance with applicable professional standards or otherwise defective in any way. 6. Termination Priar to Expiration of Contract Term. The County has the right to terminate this contract, with or without cause, by giving written notice to the Engineer of such termination and specifying the effective date thereo£ 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 Engineer pursuant to this contract shall become the County's property. Engineer shall be entitled to receive compensation in accardance with the contract for any satisfactory work completed pursuant to the tenns of this contract prior to the date of termination. Notwithstanding the above, Engineer shall not be relieved of liability to the County for damages sustained by the County by virtue of any breach of the contract or breach of prolessional standards of care by the Engineer. 7. Independent Contractor Status. A. The parties to this contract intend that the relationship between them contemplated by ihe contract is ihat of independent contractor. Engineer, and any agent, employee, or servant of Engineer shall not be deemed to be an employee, agent, or servant of Pitkin County. B. Engineer is not required to offer his services exclusively to Pitkin County under this contract. Engineer 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 Engineer'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. z � D. Engineer 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. Engineer is not entitled to any Workers' Compensation beneTits through Pitkin County and is responsible for payment of any federal, state, FICA and other income taxes. 8 Assignabilitv. This contract is not assignable by either party. Any use of subcontractors by the Engineer for performance of this contract must be accepted in writing by the County. 9. Bindin� 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 tlnally 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 I-learing Officer appointed to arbitrate Pitkin County contract disputes. Costs of the arbitration shall be awarded to the substantially prevailing party. ]0. Severabilitv. ]n 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. 1 L [ntegration and Modification. A. This contract, including Exhibit A hereto, represents the entire and integrated contracl between the County and the Engineer 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 Engineer. B. The County may, from time ro time, request changes in the scope of services of the Engineer to be performed hereunder. Such changes, including the increase or decrease in the amount of the Engineer's compensation, which are mutually agreed upon between the County and the Gngineer, shall be in writing and upon execution shall become part of this contract. 12. Indemnitv. A. The I:ngineer (including, by detinition here and hereinafter, its officials, employees, agents and representatives, subcontractors, and suppliers), agrees to release, discharge, indemnify, hold harmless and, not excluding the County's right to participatc, detend the County, its subsidiary, parent, associ�ted and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, volunteers, and anyjurisdiction or agency issuing permits for any work included in the project (hereinafter referred to as ]ndemnitee) against any liability for any claim, demand, loss, damage, penalty,judgment, expense, cost or claims o1'any character or any nature arising out of the work done in fultillment of the terms of this Contract or on account of any act, claim or amount arising or recovered under workers' compensation law or arising out of the failure of the Engineer to conform to any statutes, ordinances, regulation, law or court decree or any negligent act, intentional act, error or omission by the En�ineer, and for any consequential liability alleged to accrue against the County on account of the Engineer's acts, errors or omissions;. It is agreed that the Engineer will be responsible for primary loss investigation, defense and judgment cosis where this contract of indemnity applies. In consideration of the award of this contract, the �ngineer agrees to waive all rights of subrogation against the County its subsidiary, parent, associated and/or aftiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers for losses arising from the work performed by the Engineer for the County. 3 � B. The Engineer further shall investigate, process, respond to, adjust, provide defense Yor 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. 13. Insurance. Engineer and any subcontractors shall procure and maintain until all of their obligations have been discharged and until any warranty periods under this Contract are satisfied, such insurance policies as will protect itself, the County and others as specified from claims for injury to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Engineer, its agents, representatives, employees or subcontractors. The insurance requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. The County in no way warrants that the minimum limits contained herein are sufficient to protect the Engineer from liabilities that might arise out of the performance of the work under this Contract by the Gngineer, its agents, representatives, employees, or subcontractors. The Engineer shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages. The Engineer is not relieved of any liability or other obligations assumed or pursuant to the Contract by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. A. Coverage and Limits of Insurance: Engineer shall provide coverage with limits of liability not less than those stated below. An umbrella and/or excess liability policy may be used to meet the minimum ]iability requirements provided that the coverage is written on a"following form" basis. 1. Statutory Workers' Compensation: Colorado statutory minimums a. Policy shall contain a waiver of subrogation against the County. b. This requirement shall not apply when a contractor or subcontractor is exempt under Colorado Workers' Compensation Act., AND when such contractor or subcontractor executes the appropriate sole proprietor waiver form. Minimum Limits: Coverage A (Workers' Compensation) Statutory Coverage B (Lmployers Liability) $ 500,000 $ 500,000 $ 500,000 2. Commercial General Liability—ISO 1 CG 0001 form or equivalent (Wilh Comrty named ndditionnl insured) Minimum Limits: General Aggregate $ 2,000,000 Products/Completed Operations Aggregate $ 2,000,000 L,ach Occurrence Limit $ 1,000,000 4 �/ Personal/Advertising Injury $ 1,000,000 Fire Damage (Any One Fire) $ 50,000 Medical Payments (Any One Person) $ 5,000 Coverage to include: • Premises and Operations • Explosions, Collapse and Underground Hazards • Liability assumed under an Insured Contract (including defense costs assumed under contract) • Independent Contraetors and Subcontractors • Designated Construction Projects(s) General Aggregate Limit, ISO CG 2503 (1997 Edition or equivalent) • Additional Insured—Owners, Lessees or Contractors Endorsement, ISO Form 2010 (2004 Edition or equivalent) • Additional Insured—Owners, Lessees or Contractors Endorsement, ISO CG 2037 (2004 Edition or equivalent) • "I'he policy shall be endorsed to include the following additional insured language on the Additional Insured Endorsements specified above: "County, its subsidiary, parent, associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, and volunteers named as an additional insured with respect to liability and defense of suits arising out of the activities performed by, or on behalf of the Engineer, including completed operations". 3. Auto Liability: Bodily injury and property damage for any owned, hired, and non- owned vehides used in the performance of this Contract. Minimum Limits: Bodily Injury/Property Damage(Each Accident) $ 5,000,000 4. Special Coverages (check as appropi•iate attd inserl umount): ❑(1) Performance Bond $ ❑Labor and Material $ ❑PaymentBond $ �(2) Professional Errors and Omissions(Coverage Limit of$1 million) ❑(3) Airorafr Liability ❑(4) Owner's Protective ❑(5) Builder's Risk ❑(� Boiler and Machinery ❑(7) Loss of Use Insurance ❑(8) Pollution Liability ❑(9) Crime, including �mployee Dishonesty Coverage, or Fideliry Bond B. Proof of Insurance: l. 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 (]0) calendar days prior to commencement of operations affecting the County. Failure to tile or maintain acceptable 5 � Certificates oF Insurance with the County is agreed to be a material breach of any contract. These Certificates of Insurance shall confain a provision that coverage afforded under the policies will not be suspended, voided, materially altered ar canceled unless at least thirty (30) calendar days prior written notice by certified mail, return receipt requested (effective upon proper mailing), has been given to the County, However, when cancellation is for non- payment of premium, then ten (10) days prior notice may be given. Such notice shall be sent directly to the Assistant Director of Aviation-Administration at the address listed in Section 20. If the insurance carrier will not provide the required notice, the Consultant/Engineer and or its insurance broker shall notify the County of any cancellation, or reduction in coverage or limits of any insurance within seven (7) days of receipt of insurers' notification to that effect (For purposes of this provision, "materially altered" shall mean a change afFecting the coverages required herein, including a change to policy limits as set out in the then-current policy declaration pages.) Simultaneously with the Certificates of Insurance, the Engineer shall file with the Procurement Ofticer 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 Engineer's insurance shall be primary and non-contributory with any insurance or self-insurance purchased by the County. b. The insurance companies issuing the policy or policies hereunder shall have no recourse a�ainst the County of Pitkin for payment of any premiums or for assessments under any form of policy. c. Any and all deductibles or self-insured retentions in the above-described insurance policies shall be assumed by and be for the amount of, and at the sole expense of the Engineer. 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 thereafrer. 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 ]ocal sales or use taxes. Pitkin County is exempt from such taxes under registration numbers 98-02624 and 84-78000-SK. 15. Records. The Engineer shall maintain comprehensive, complete and accurate books, records, and documents concerning its perPormance relating to this contract for a period of three (3) years after final payment under the contract and the Counry shall have the right within the three (3) year s � period to inspect and audit these books, records and documents, upon demand, in a reasonable manner and at reasonable times, for ihe 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. [n the event that legal action is necessary to enforce and of the provision 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 entiQed to its costs and reasonable attomey's fees. 18. Governmental Immunitv. Engineer 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 per person and $600,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act ("CGIA"), § 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. Purther, nothing in this contract shail be construed or interpreted to require or provide for indemnification of the Engineer 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. 19. Current Year Obli ate ions. 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 direcUy or indirectly obligate Pitkin County to make any payments beyond those appropriated for Pitkin County's then current tiscal 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 oY this con[ract restrict the future issuance of Pitkin County's bonds or any obligations payable from any dass 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: (l) 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: Attn: Brian Grefe Pitkin County Attorney's Office Aspen/Pitkin County Airport 530 E. Main Street, #302 0233 E. Airport Rd. Aspen, Colorado 81611 Aspen, Colorado 81611 Fax: (970) 920-5198 Pax: (970) 920-5378 � U B. To Engineer: Jviation, Inc. Attn: J.D. Ingram, PE 900 S. Broadway, Suite 350 Denver, CO 80209 21. Public Contracts for Services and Public Contracts with Natural Persons. In conformance with the provisions of C.R.S. § 8-17.5-101 and 102, as amended and C.R.S. § 24-76.5-101, as amended: A. Public Contracts for Services (CRS §8-17.5-102). Engineer certifies, warrants, and agrees that it shall not knowingly employ or contract with an illegal alien who will perform work under this contract and has confirmed the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this contract, through participation in the E-Verify Program or the Department program established pursuant to C.R.S. § 8-17.5- 102(5)(c), Engineer shall not knowingly enter into a contract with a subcontractor that fails to certify to Engineer Yhat the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this contract. Engineer shall not use E-Verify Program or Department program procedures to undertake pre-employment screening of job applicants while this contract is being performed. If Engineer has actual knowledge that a subcontractor is employing or contracting with an illegal alien for work under this contract, Engineer shalL• (a) notify the subcontractor and the contracting State agency within three days that Engineer has actual knowledge that the subcontractor is employing or contracting with an illegal alien for work under this contract (b) terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice (except that the Engineer 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); and (C) comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-17.5- 102(5), by the Colorado Department of Labor and Employment (Department). If Engineer participates in the Department program identified in C.R.S. § 8-17.5-]02, �ngineer shall deliver to the Department and the County a written, notarized affirmation, affirming that Engineer has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department program. If Engineer fails to comply with any requirement of this provision or C.R.S. § 8-17.5-]O1 et sey., the County may terminate this contract for breach and, if so terminated, Engineer shall be liable for damages. B. Public Contracts with Natural Persons (CRS §24-76.5-]O1). The individual executing the contract on behalf of the Gngineer, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions of CRS §24-76.5-]O1 et seq., and (c) has produced one fonn of identification required by CRS §24-76.5-103 prior to the efPective date of this contract. s -I IN W ITNESS WHEREOF, the parties have executed this contract as of the date first set out herein above. ENGWGER: By: T�t�e vQ,,�4o�— SiZI �3 D te PITKIN COUNTY, COLORADO: BY: � -�/�'�3 Authorize �gn Dat� sy S �'3 Jon PeaccrCC, Co nty Manager 9 \� ��� 1 � ��u�T� c:sc���� Exhibit A to Contract PART I: DETAILED SCOPE OF WORK [To Be Determined] [As described in Seclron ILB of the Fehruury 19, 2013 RFQ,for On-Call Airporl Engineering Ser•nices, the Final Scope of Work to be rncluded in 1he Contract will be developed behveen Ihe County and lhe successful Resy�ondenL !t N�ill include detailed clescrrplions ofworkto be performed zrnder euch Task Order.J 1 �\ Exhibit A to Contract PART II: GENERAL PROVISIONS 1. CIVIL RIGHTS ACT OF 1964, TITLE VI —CONTRACTOR CONTRACTUAL REQUIREMENTS Reference: Title 49 CFR Part 2l During the performance of this contract, the contractor, for itself, its assignees and successors in interest (hereinafter referred to as the "contracror") 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 (hereinafrer, "DOT") Title 49, Code of Pederal 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. l.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 direcUy or indirecdy 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. l.3 Solicitations for Subcontracts, Including Procurements of Materials and Eguipment In all solicitations either by competitive bidding or negotiation made by the contractor for wark to be perfornied under a subcontract, including procuremenis 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 (�AA) to be pertinent to ascertain compliance with such Regulations, orders, and instructions. Where any inPormation 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 PAA, as appropriate, and shall set forth what el'lorfs 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 sanetions as it or the PAA may determine to be appropriate, includin�;, but not limited to: 2 1� 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 protecl the interests of the sponsor and, in addition, the contraetor may request the United States to enter into such litigation to protect the interests of the United States. II. AIRPORT AND AIRWAY IMPROVEMENT ACT OF 1982, SECTION 520 - GENERAL CIVIL RIGHTS PROVISIONS 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 binds the contractor from the bid solicitation period through the completion of the wntract. This provision is in addition to that required of Title V I of the Civil Rights Act of 1964. III. DISADVANTAGED BUSINESS ENTERPRISES Reference: Title 49 CFR Part 26 Contract Assurance (§26.13) - "I'he contractor or subcontractar shall no[ discriminate on the basis of race, color, national origin, or sex in the perfonnance of this contract. The contractor shall carry out applicable requirements of 49 CFR I'art 26 in the award and administration oP DOT assisted contracts. Pailure by the contractor to cany out these rcquirements 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 Fifteen (IS) days from the receipt of each payment the prime contractor receives from Sponsor. The prime contractor agrees further to return retainage payments to each subcontractor within Fifreen (15) days after the subcontractor's work is satisfactorily completed. Any delay or postponement of payment 3 \� from the above referenced time frame may occur only for good cause following written approval of the Board. "fhis dause applies to both DBE and non-DBE subcontractors. IV. LOBBYING AND INFLUENCING FEDERAL EMPLOYEES Reference: Title 49 CFR Part 20, Appendix A (1) No Pederal 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 moditication of any Pederal 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 Pederal grant, the contractor shall complete and submif Standard Form-LLL, "Disclosure of Lobby Activities," in accordance with its instructions. V. ACCESS TO RECORDS AND REPORTS Reference: Title 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 nll pendin� mattcrs are closed. VI. BREACH OF CONTRACT TERMS Reference: Title 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. 4 \� VII. RIGHTS TO INVENTIONS Reference: Title 49 CFR Part 18.36(i)(8); FAA Order 5100.38 All rights to inventions and materials generated under this contracY are subject to regulations issued by the FAA and the Sponsor of the Federal grant under which this contract is executed. VIII. TRADE RESTRICTION CLAUSE Reference: Title 49 CFR Part 30.13; FAA Order 5100.38 The contractor or subcontractor, by submission of an of'fer 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 indirecUy by one or more citizens or nationals of a foreign country on said list; c. has not procured any product nor subcontracted far 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 far 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. Furthcr, the contractor agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification without moditication in each contract and in all lower tier subcontracts. The contractor may rely on the certilication of a prospective subcontractor unless it has knowledge that the certification is erroneous. The contractor shall provide immediate wriYten notice to the sponsor if the contractor learns that its certification ar 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 certitication was erroneous by reason of changed circumstances. 5 `� 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 certifcation 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. 7'his 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. IX. TERMINAT[ON OF CONTRACT Reference: 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 tor any additional cost occasioned to the Sponsor thereby. d. IP, after notice of termination for failure to Pul61l contract obligations, it is detcrmined 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 ri�hts and remedies provided by law or under this contract. 6 \� X. CERTIFICATION REGARDING DEBAREMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION Reference: Title 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 Pederal 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/ofieror/contractor or any lower tier participant is unable to certify to this statement, it shall attaeh an explanation to this solicitation/proposal. 7 1�