HomeMy WebLinkAboutCSHQA, Inc - Consultant Agreement - 8-9-2022L/UUU0Iy11 CIIvC1UptC IL). -FUU%rl+r M-VMC0-+U0r_-D 114J-U! I VCCGVI+V l+.7
AGREEMENT
CITY OF FRESNO, CALIFORNIA
CONSULTANT SERVICES
This Agreement is made and entered into, effective the 9th day of August, 2022
by and between the CITY OF FRESNO, a California municipal corporation (City), and
CSHQA, INC., a California Corporation (Consultant).
RECITALS
WHEREAS, the City desires to obtain professional Architectural services for
unspecified Fresno Yosemite International Airport (FAT) and Fresno Chandler Executive
Airport (FCH) Non - Federal and Federal Funded Capital Projects (Project); and
WHEREAS, the Consultant is engaged in the business of furnishing services as
Architect and hereby represents that it desires to and is professionally and legally capable
of performing the services called for by this Agreement; and
WHEREAS, this Agreement sets forth the terms and conditions under which the
Consultant shall provide professional services, to be paid with Airport funds which may
be reimbursed with Federal Aviation Administration funds as they are made available;
and
WHEREAS, the Consultant acknowledges that this Agreement is subject to the
requirements of Fresno Municipal Code Section 4-107 and Administrative Order No. 6-
19; and
WHEREAS, this Agreement will be administered for the City by its Director of
Aviation (Director) or designee.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the covenants,
conditions, and promises hereinafter contained to be kept and performed by the
respective parties, it is mutually agreed as follows:
1. Scope of Services. the Consultant shall perform to the satisfaction of the City the
services described in Exhibit A, including all work incidental to, or necessary to
perform, such services even though not specifically described in Exhibit A.
2. Term of Agreement and Time for Performance. This Agreement shall be effective
from the date first set forth above and shall continue in full force and effect through
the earlier of complete rendition of the services hereunder or August 30, 2027,
subject to any earlier termination in accordance with this Agreement. The services
of the Consultant, described in Exhibit A, are to commence upon the City's
issuance of a written "Task Order". Work shall be undertaken and completed in a
sequence assuring expeditious completion, but in any event, all such services shall
be completed prior to expiration of this Agreement and in accordance with any
performance schedule set forth in the Task Order(s).
3. Comoensation.
(a) The Consultant's sole compensation for satisfactory performance of all
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services required or rendered pursuant to this Agreement shall be paid in
accordance with Exhibit A for an amount not to exceed Fifty Thousand
Dollars and Zero Cents ($50.000.00).
(b) Detailed statements shall be rendered monthly and will be payable in the
normal course of City business.
(c) The parties may modify this Agreement to increase or decrease the scope
of services or provide for the rendition of services not required by this
Agreement, which modification shall include an adjustment to the
Consultant's compensation. Any change in the scope of services must be
made by written amendment to the Agreement signed by an authorized
representative for each party. The Consultant shall not be entitled to any
additional compensation if services are performed prior to a signed written
amendment.
4. Termination Remedies. and Force Ma'eure.
(a) This Agreement shall terminate without any liability of the City to the
Consultant upon the earlier of: (i) the Consultant's filing for protection under
the federal bankruptcy laws, or any bankruptcy petition or petition for
receiver commenced by a third party against the Consultant; (ii) 7 calendar
days prior written notice with or without cause by the City to the Consultant;
(iii) the City's non -appropriation of funds sufficient to meet its obligations
hereunder during any City fiscal year of this Agreement, or insufficient
funding for the Project; or (iv) expiration of this Agreement.
(b) Immediately upon any termination or expiration of this Agreement, the
Consultant shall (i) immediately stop all work hereunder; (ii) immediately
cause any and all of its subcontractors to cease work; and (iii) return to the
City any and all unearned payments and all properties and materials in the
possession of the Consultant that are owned by the City. Subject to the
terms of this Agreement, the Consultant shall be paid compensation for
services satisfactorily performed prior to the effective date of termination.
The Consultant shall not be paid for any work or services performed or costs
incurred which reasonably could have been avoided.
(c) In the event of termination due to failure of the Consultant to satisfactorily
perform in accordance with the terms of this Agreement, the City may
withhold an amount that would otherwise be payable as an offset to, but not
in excess of, the City's damages caused by such failure. In no event shall
any payment by the City pursuant to this Agreement constitute a waiver by
the City of any breach of this Agreement which may then exist on the part
of the Consultant, nor shall such payment impair or prejudice any remedy
available to the City with respect to the breach.
(d) Upon any breach of this Agreement by the Consultant, the City may
(i) exercise any right, remedy (in contract, law or equity), or privilege which
may be available to it under applicable laws of the State of California or any
other applicable law; (ii) proceed by appropriate court action to enforce the
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terms of the Agreement; and/or (iii) recover all direct, indirect,
consequential, economic and incidental damages for the breach of the
Agreement. If it is determined that the City improperly terminated this
Agreement for default, such termination shall be deemed a termination for
convenience.
(e) The Consultant shall provide the City with adequate written assurances of
future performance, upon Director's request, in the event the Consultant
fails to comply with any terms or conditions of this Agreement.
(f) The Consultant shall be liable for default unless nonperformance is caused
by an occurrence beyond the reasonable control of the Consultant and
without its fault or negligence such as, acts of God or the public enemy, acts
of the City in its contractual capacity, fires, floods, epidemics, quarantine
restrictions, strikes, unusually severe weather, and delays of common
carriers. The Consultant shall notify Director in writing as soon as it is
reasonably possible after the commencement of any excusable delay,
setting forth the full particulars in connection therewith, and shall remedy
such occurrence with all reasonable dispatch, and shall promptly give
written notice to Director of the cessation of such occurrence.
5. Confidential Information. Ownership of Documents and Copyright License.
(a) Any reports, information, or other data prepared or assembled by the
Consultant pursuant to this Agreement shall not be made available to any
individual or organization by the Consultant without the prior written
approval of the City. During the term of this Agreement, and thereafter, the
Consultant shall not, without the prior written consent of the City, disclose
to anyone any Confidential Information. The term "Confidential Information"
for the purposes of this Agreement shall include all proprietary and
confidential information of the City, including but not limited to business
plans, marketing plans, financial information, designs, drawings,
specifications, materials, compilations, documents, instruments, models,
source or object codes and other information disclosed or submitted, orally,
in writing, or by any other medium or media. All Confidential Information
shall be and remain confidential and proprietary in the City.
(b) Any and all original sketches, pencil tracings of working drawings, plans,
computations, specifications, computer disk files, writings and other
documents prepared or provided by the Consultant pursuant to this
Agreement are the property of the City at the time of preparation and shall
be turned over to the City upon expiration or termination of the Agreement
or default by the Consultant. The Consultant grants the City a copyright
license to use such drawings and writings. The Consultant shall not permit
the reproduction or use thereof by any other person except as otherwise
expressly provided herein. The City may modify the design including any
drawings or writings. Any use by the City of the aforesaid sketches,
tracings, plans, computations, specifications, computer disk files, writings
and other documents in completed form as to other projects or extensions
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of this Project, or in uncompleted form, without specific written verification
by the Consultant will be at the City's sole risk and without liability or legal
exposure to the Consultant. The Consultant may keep a copy of all
drawings and specifications for its sole and exclusive use.
(c) If the Consultant should subcontract all or any portion of the services to be
performed under this Agreement, the Consultant shall cause each
subcontractor to also comply with the requirements of this Section 5.
(d) This Section 5 shall survive expiration or termination of this Agreement.
6. Professional Skill. It is further mutually understood and agreed by and between
the parties hereto that inasmuch as the Consultant represents to the City that the
Consultant and its subcontractors, if any, are skilled in the profession and shall
perform in accordance with the standards of said profession necessary to perform
the services agreed to be done by it under this Agreement, the City relies upon the
skill of the Consultant and any subcontractors to do and perform such services in
a skillful manner and the Consultant agrees to thus perform the services and
require the same of any subcontractors. Therefore, any acceptance of such
services by the City shall not operate as a release of the Consultant or any
subcontractors from said professional standards.
7. Indemnification. To the furthest extent allowed by law, the Consultant shall
indemnify, hold harmless and defend the City and each of its officers, officials,
employees, agents, and volunteers from any and all loss, liability, fines, penalties,
forfeitures, costs and damages (whether in contract, tort or strict liability, including
but not limited to personal injury, death at any time and property damage), and
from any and all claims, demands and actions in law or equity (including
reasonable attorney's fees and litigation expenses) that arise out of, pertain to, or
relate to the negligence, recklessness or willful misconduct of the Consultant, its
principals, officers, employees, agents, or volunteers in the performance of this
Agreement.
If the Consultant should subcontract all or any portion of the services to be
performed under this Agreement, the Consultant shall require each subcontractor
to indemnify, hold harmless and defend the City and each of its officers, officials,
employees, agents, ,and volunteers in accordance with the terms of the preceding
paragraph.
This section shall survive termination or expiration of this Agreement.
8. Insurance.
(a) Throughout the life of this Agreement, the Consultant shall pay for and
maintain in full force and effect all insurance as required in Exhibit B, which
is incorporated into and part of this Agreement, with an insurance
company(ies) either (i) admitted by the California Insurance Commissioner
to do business in the State of California and rated no less than "A-VII" in the
Best's Insurance Rating Guide, or (ii) as may be authorized in writing by s
Risk Manager or designee at any time and in its sole discretion. The
required policies of insurance as stated in Exhibit B shall maintain limits of
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liability of not less than those amounts stated therein. However, the
insurance limits available to the City, its officers, officials, employees,
agents, and volunteers as additional insureds, shall be the greater of the
minimum limits specified therein or the full limit of any insurance proceeds
to the named insured.
(b) If at any time during the life of the Agreement or any extension, the
Consultant or any of its subcontractors/sub-consultants fail to maintain any
required insurance in full force and effect, all services and work under this
Agreement shall be discontinued immediately, and all payments due or that
become due to the Consultant shall be withheld until notice is received by
the City that the required insurance has been restored to full force and effect
and that the premiums therefore have been paid for a period satisfactory to
the City. Any failure to maintain the required insurance shall be sufficient
cause for the City to terminate this Agreement. No action taken by the City
pursuant to this section shall in any way relieve the Consultant of its
responsibilities under this Agreement. The phrase "fail to maintain any
required insurance" shall include, without limitation, notification received by
the City that an insurer has commenced proceedings, or has had
proceedings commenced against it, indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by the Consultant shall not be deemed
to release or diminish the liability of the Consultant, including, without
limitation, liability under the indemnity provisions of this Agreement. The
duty to indemnify the City shall apply to all claims and liability regardless of
whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by the
Consultant. Approval or purchase of any insurance contracts or policies
shall in no way relieve from liability nor limit the liability of the Consultant,
its principals, officers, agents, employees, persons under the supervision of
the Consultant, vendors, suppliers, invitees, consultants, sub -consultants,
subcontractors, or anyone employed directly or indirectly by any of them.
(d) If the Consultant should subcontract all or any portion of the services to be
performed under this Agreement, the Consultant shall require each
subcontractor/sub-consultant to provide insurance protection, as an
additional insured, to the City and each of its officers, officials, employees,
agents, and volunteers in accordance with the terms of this section, except
that any required certificates and applicable endorsements shall be on file
with the Consultant and the City prior to the commencement of any services
by the subcontractor. The Consultant and any subcontractor/sub-
consultant shall establish additional insured status for the City, its officers,
officials, employees, agents, and volunteers by using Insurance Service
Office (ISO) Form CG 20 10 11 85 or both CG 20 10 10 01 and CG
20 37 10 01 or by an executed manuscript company endorsement providing
additional insured status as broad as that contained in ISO Form CG
20 10 11 85.
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9. Conflict of Interest and Non -Solicitation.
(a) Prior to the City's execution of this Agreement, the Consultant shall
complete a City of Fresno conflict of interest disclosure statement in the
form as set forth in Exhibit C. During the term of this Agreement, the
Consultant shall have the obligation and duty to immediately notify the City
in writing of any change to the information provided by the Consultant in
such statement.
(b) The Consultant shall comply, and require its subcontractors to comply, with
all applicable (i) professional canons and requirements governing
avoidance of impermissible client conflicts; and (ii) federal, state and local
conflict of interest laws and regulations including, without limitation,
California Government Code Section 1090 et. seq., the California Political
Reform Act (California Government Code Section 87100 et. seq.), the
regulations of the Fair Political Practices Commission concerning disclosure
and disqualification (2 California Code of Regulations Section 18700 et.
seq.) and Section 4-112 of the Fresno Municipal Code (Ineligibility to
Compete). At any time, upon written request of the City, the Consultant
shall provide a written opinion of its legal counsel and that of any
subcontractor that, after a due diligent inquiry, the Consultant and the
respective subcontractor(s) are in full compliance with all laws and
regulations. The Consultant shall take, and require its subcontractors to
take, reasonable steps to avoid any appearance of a conflict of interest.
Upon discovery of any facts giving rise to the appearance of a conflict of
interest, the Consultant shall immediately notify the City of these facts in
writing.
(c) In performing the work or services to be provided hereunder, the Consultant
shall not employ or retain the services of any person while such person
either is employed by the City or is a member of any City council,
commission, board, committee, or similar City body. This requirement may
be waived in writing by the City Manager, if no actual or potential conflict is
involved.
(d) The Consultant represents and warrants that it has not paid or agreed to
pay any compensation, contingent or otherwise, direct or indirect, to solicit
or procure this Agreement or any rights/benefits hereunder.
(e) Neither the Consultant, nor any of the Consultant's subcontractors
performing any services on this Project, shall bid for, assist anyone in the
preparation of a bid for, or perform any services pursuant to, any other
contract in connection with this Project. The Consultant and any of its
subcontractors shall have no interest, direct or indirect, in any other contract
with a third party in connection with this Project unless such interest is in
accordance with all applicable law and fully disclosed to and approved by
the City Manager, in advance and in writing.
(f) If the Consultant should subcontract all or any portion of the work to be
performed or services to be provided under this Agreement, the Consultant
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shall include the provisions of this Section 9 in each subcontract and require
its subcontractors to comply therewith.
(g) This Section 9 shall survive expiration or termination of this Agreement.
10. Rec clin Pro ram. In the event the Consultant maintains an office or operates a
facility(ies), or is required herein to maintain or operate same, within the
incorporated limits of the City of Fresno, the Consultant at its sole cost and
expense shall:
(a) Immediately establish and maintain a viable and ongoing recycling
program, approved by the City's Solid Waste Management Division, for
each office and facility. Literature describing the City recycling programs is
available from the City's Solid Waste Management Division and by calling
City of Fresno Recycling Hotline at (559) 621-1111.
(b) Immediately contact the City's Solid Waste Management Division at
(559) 621-1452 and schedule a free waste audit, and cooperate with such
Division in their conduct of the audit for each office and facility.
(c) Cooperate with and demonstrate to the satisfaction of the City's Solid Waste
Management Division the establishment of the recycling program in
paragraph (i) above and the ongoing maintenance thereof.
11. General Terms and Federal Assurances.
(a) Except as otherwise provided by law, all notices expressly required of the
City within the body of this Agreement, and not otherwise specifically
provided for, shall be effective only if signed by the Director or designee.
(b) Records of the Consultant's expenses pertaining to the Project shall be kept
on a generally recognized accounting basis and shall be available to the
City or its authorized representatives upon request during regular business
hours throughout the life of this Agreement and for a period of three years
after final payment or, if longer, for any period required by law. In addition,
all books, documents, papers, and records of the Consultant pertaining to
the Project shall be available for the purpose of making audits,
examinations, excerpts, and transcriptions for the same period of time. If
any litigation, claim, negotiations, audit or other action is commenced before
the expiration of said time period, all records shall be retained and made
available to the City until such action is resolved, or until the end of said
time period whichever shall later occur. If the Consultant should
subcontract all or any portion of the services to be performed under this
Agreement, the Consultant shall cause each subcontractor to also comply
with the requirements of this paragraph. This Section 11(b) shall survive
expiration or termination of this Agreement.
c) Prior to execution of this Agreement by the City, the Consultant shall have
provided evidence to the City that the Consultant is licensed to perform the
services called for by this Agreement (or that no license is required). If the
Consultant should subcontract all or any portion of the work or services to
be performed under this Agreement, the Consultant shall require each
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subcontractor to provide evidence to the City that subcontractor is licensed
to perform the services called for by this Agreement (or that no license is
required) before beginning work.
(d) The City will carry out applicable federal requirements in the administration
of this Agreement. Notwithstanding Section 25 herein, the Consultant
agrees to comply with all applicable federal assurances identified in Exhibit
D and require that each subcontract include the same assurances by each
of its subcontractors.
12. Nondiscrimination. To the extent required by controlling federal, state and local
law, the Consultant shall not employ discriminatory practices in the provision of
services, employment of personnel, or in any other respect on the basis of race,
religious creed, color, national origin, ancestry, physical disability, mental disability,
medical condition, marital status, sex, age, sexual orientation, ethnicity, status as
a disabled veteran or veteran of the Vietnam era. Subject to the foregoing and
during the performance of this Agreement, the Consultant agrees as follows:
(a) The Consultant will comply with all applicable laws and regulations
providing that no person shall, on the grounds of race, religious creed, color,
national origin, ancestry, physical disability, mental disability, medical
condition, marital status, sex, age, sexual orientation, ethnicity, status as a
disabled veteran or veteran of the Vietnam era be excluded from
participation in, be denied the benefits of, or be subject to discrimination
under any program or activity made possible by or resulting from this
Agreement.
(b) The Consultant will not discriminate against any employee or applicant for
employment because of race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, marital
status, sex, age, sexual orientation, ethnicity, status as a disabled veteran
or veteran of the Vietnam era. The Consultant shall ensure that applicants
are employed, and the employees are treated during employment, without
regard to their race, religious creed, color, national origin, ancestry, physical
disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era. Such requirement shall apply to the Consultant's employment
practices including, but not be limited to, the following: employment,
upgrading, demotion or transfer; recruitment or recruitment advertising;
layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. The Consultant agrees to
post in conspicuous places, available to employees and applicants for
employment, notices setting forth the provision of this nondiscrimination
clause.
(c) The Consultant will, in all solicitations or advertisements for employees
placed by or on behalf of The Consultant in pursuit hereof, state that all
qualified applicants will receive consideration for employment without
regard to race, religious creed, color, national origin, ancestry, physical
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disability, mental disability, medical condition, marital status, sex, age,
sexual orientation, ethnicity, status as a disabled veteran or veteran of the
Vietnam era.
(d) The Consultant will send to each labor union or representative of workers
with which it has a collective bargaining agreement or other contract or
understanding, a notice advising such labor union or workers'
representatives of the Consultant's commitment under this section and shall
post copies of the notice in conspicuous places available to employees and
applicants for employment.
(e) If the Consultant should subcontract all or any portion of the services to be
performed under this Agreement, the Consultant shall cause each
subcontractor to also comply with the requirements of this Section 12.
13. Independent Contractor.
(a) In the furnishing of the services provided for herein, the Consultant is acting
solely as an independent contractor. Neither the Consultant, nor any of its
officers, agents, or employees shall be deemed an officer, agent, employee,
joint venturer, partner, or associate of the City for any purpose. The City
shall have no right to control or supervise or direct the manner or method
by which the Consultant shall perform its work and functions. However, the
City shall retain the right to administer this Agreement so as to verify that
the Consultant is performing its obligations in accordance with the terms
and conditions thereof.
(b) This Agreement does not evidence a partnership or joint venture between
the Consultant and the City. The Consultant shall have no authority to bind
the City absent the City's express written consent. Except to the extent
otherwise provided in this Agreement, the Consultant shall bear its own
costs and expenses in pursuit thereof.
(c) Because of its status as an independent contractor, the Consultant and its
officers, agents, and employees shall have absolutely no right to
employment rights and benefits available to City employees. The
Consultant shall be solely liable and responsible for all payroll and tax
withholding and for providing to, or on behalf of, its employees all employee
benefits including, without limitation, health, welfare and retirement benefits.
In addition, together with its other obligations under this Agreement, the
Consultant shall be solely responsible, indemnify, defend and save the City
harmless from all matters relating to employment and tax withholding for
and payment of the Consultant's employees, including, without limitation, (i)
compliance with Social Security and unemployment insurance withholding,
payment of workers' compensation benefits, and all other laws and
regulations governing matters of employee withholding, taxes and
payment; and (ii) any claim of right or interest in City employment benefits,
entitlements, programs and/or funds offered employees of the City whether
arising by reason of any common law, de facto, leased, or co -employee
rights or other theory. It is acknowledged that during the term of this
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Agreement, the Consultant may be providing services to others unrelated
to the City or to this Agreement.
14. Notices. Any notice required or intended to be given to either party under the terms
of this Agreement shall be in writing and shall be deemed to be duly given if
delivered personally, transmitted by facsimile followed by telephone confirmation
of receipt, or sent by United States registered or certified mail, with postage
prepaid, return receipt requested, addressed to the party to which notice is to be
given at the party's address set forth on the signature page of this Agreement or
at such other address as the parties may from time to time designate by written
notice. Notices served by United States mail in the manner above described shall
be deemed sufficiently served or given at the time of the mailing thereof.
15. Binding. Subject to Section 16, below, once this Agreement is signed by all parties,
it shall be binding upon, and shall inure to the benefit of, all parties, and each
parties' respective heirs, successors, assigns, transferees, agents, servants,
employees, and representatives.
16. Assignment.
(a) This Agreement is personal to the Consultant and there shall be no
assignment by the Consultant of its rights or obligations under this
Agreement without the prior written approval of the City Manager or
designee. Any attempted assignment by the Consultant, its successors or
assigns, shall be null and void unless approved in writing by the City
Manager or designee.
(b) The Consultant hereby agrees not to assign the payment of any monies due
the Consultant from the City under the terms of this Agreement to any other
individual(s), corporation(s) or entity(ies). The City retains the right to pay
any and all monies due the Consultant directly to the Consultant.
17. Compliance With Law. In providing the services required under this Agreement,
the Consultant shall at all times comply with all applicable laws of the United
States, including, but not limited to, the Americans with Disabilities Act (42 U.S.C.
§§ 12101 et seq.), the State of California and the City, and with all applicable
regulations promulgated by federal, state, regional, or local administrative and
regulatory agencies, now in force and as they may be enacted, issued, or amended
during the term of this Agreement.
18. Waiver. The waiver by either party of a breach by the other of any provision of this
Agreement shall not constitute a continuing waiver or a waiver of any subsequent
breach of either the same or a different provision of this Agreement. No provisions
of this Agreement may be waived unless in writing and signed by all parties to this
Agreement. Waiver of any one provision herein shall not be deemed to be a waiver
of any other provision herein.
19. Governing Law and Venue. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of the State of California, excluding,
however, any conflict of laws rule which would apply the law of another jurisdiction.
Venue for purposes of the filing of any action regarding the enforcement or
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interpretation of this Agreement and any rights and duties hereunder shall be
Fresno County, California.
20. Headings. The section headings in this Agreement are for convenience and
reference only and shall not be construed or held in any way to explain, modify or
add to the interpretation or meaning of the provisions of this Agreement.
21. Severability. The provisions of this Agreement are severable. The invalidity, or
unenforceability of any one provision in this Agreement shall not affect the other
provisions.
22. Interpretation. The parties acknowledge that this Agreement in its final form is the
result of the combined efforts of the parties and that, should any provision of this
Agreement be found to be ambiguous in any way, such ambiguity shall not be
resolved by construing this Agreement in favor of or against either party, but rather
by construing the terms in accordance with their generally accepted meaning.
23. Attorney's Fees. If either party is required to commence any proceeding or legal
action to enforce or interpret any term, covenant or condition of this Agreement,
the prevailing party in such proceeding or action shall be entitled to recover from
the other party its reasonable attorney's fees and legal expenses.
24. Exhibits. Each exhibit and attachment referenced in this Agreement is, by the
reference, incorporated into and made a part of this Agreement.
25. Precedence of Documents. In the event of any conflict between the body of this
Agreement and any exhibit or attachment hereto, the terms and conditions of the
body of this Agreement shall control and take precedence over the terms and
conditions expressed within the exhibit or attachment. Furthermore, any terms or
conditions contained within any exhibit or attachment hereto which purport to
modify the allocation of risk between the parties provided for within the body of this
Agreement, shall be null and void.
26. Cumulative Remedies. No remedy or election hereunder shall be deemed
exclusive but shall, wherever possible, be cumulative with all other remedies at
law or in equity.
27. No Third Party Beneficiaries. The rights, interests, duties and obligations defined
within this Agreement are intended for the specific parties hereto as identified in
the preamble of this Agreement. Notwithstanding anything stated to the contrary
in this Agreement, it is not intended that any rights or interests in this Agreement
benefit or flow to the interest of any third parties.
28. Extent of Agreement. Each party acknowledges that they have read and fully
understand the contents of this Agreement. This Agreement represents the entire
and integrated agreement between the parties with respect to the subject matter
hereof and supersedes all prior negotiations, representations or agreements,
either written or oral. This Agreement may be modified only by written instrument
duly authorized and executed by both the City and the Consultant.
29. The City Manager, or designee, is hereby authorized and directed to execute and
implement this Agreement. The previous sentence is not intended to delegate any
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UUUUJIIY.II CI IVCIUpu IU. I -+U-UI IVCCLVI.ili Ury
authority to the City Manager to administer the Agreement, any delegation of
authority must be expressly included in the Agreement.
[Signatures follow on the next page.]
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LJUUUJ1ly. 11 CI IvCIUyt: IU. 'FUUMrL r-P —UMCD—'#UOC—D 1'i U—U/ I VCCLVI..I.il�y
IN WITNESS WHEREOF, the parties have executed this Agreement at Fresno,
California, on the day and year first above written.
CITY OF FRESNO,
A California municipal corporation
By. rb« scpne6Sy:
R" ieK,m
Henry Thompson, A.A.E., C.A.E., IAP,
Director of Aviation
Airports Department
No signature of City Attorney required.
Standard Document #FYI-S FedFund On -
Call Services (07-2022) has been used
without modification, as certified by the
undersigned.
o—Signed by:
By. td.
Danny Tohme]
Capital Development Specialist
ATTEST:
TODD STERMER, CIVIC
City Clerk
P
a 9$M4 by
to a
8/25/2022
Date
Deputy
Addresses:
CITY:
City of Fresno
Attention: Danny Tohme,
Capital Development Specialist
4995 E. Clinton Way
Fresno, CA 93727
Phone: (559) 621-4534
E-mail: danny.tohme@fresno.gov
CSHQA, Inc.,
a California Corporation
Qoc u5rynno b,'
By:
Name: John D. Maulin
Title: Executive Vice President
(If corporation or LLC., Board Chair,
Pres. or Vice Pres.)
By:��
Name: Michele M. OtaZlla
Title: Corporate Secretary
(If corporation or LLC., CFO, Treasurer,
Secretary or Assistant Secretary)
Any Applicable Professional License:
Number: C 34662
Name: Steven B. Wakeman
Date of Issuance: April 4.2014
CONSULTANT:
CSHQA, Inc.
Attention: Martin A Hahle, AIA,
Principal
200 Broad Street
Boise, ID 83702
Phone: (208) 343-4635
E-mail: martin.hahle@cshga.com
Attachments:
1. Exhibit A - Scope of Services
2. Exhibit B - Insurance Requirements
3. Exhibit C - Conflict of Interest Disclosure Form
4. Exhibit D — Assurances
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L/UVUolyll mlvCluytj ILI. NVVMrI+rM-LIMCD"4J0C-D 11#0-U/ IUC CGVI.i I�l...7
EXHIBIT A
SCOPE OF SERVICES
Consultant Service Agreement between City of Fresno (City)
and CSHQA, Inc. (Consultant)
Unspecified FAT and FCH Non -Federal and Federal Funded Capital Projects
Consultant shall provide "on -demand" services as set forth in Attachment No. 1 to this
Exhibit, subject to the terms set forth in the Agreement and below. Such services shall
be provided as directed by Task Order(s) signed by the Director of Aviation or authorized
designee.
1. The Consultant shall commence the services described in each fully
executed Task Order issued under this Agreement, as of the dates(s) and
as to the Projects(s) identified, in accordance with the specific performance
schedules(s) and budget information contained therein.
2. The Consultant's compensation shall be as identified in fully executed Task
Order(s) issued under this agreement and shall not exceed the amount(s)
specified therein.
3. The Consultant's total ompensation under this Agreement including all
executed Task Order(s) thereunder shall in no event exceed the amount
identified in Section 3 of the body of the Agreement.
4. The Consultant acknowledges and agrees that it shall provide services
hereunder solely on a non-exclusive basis, and only upon issuance of fully
executed Task Order(s). The City is not obligated to purchase from the
Consultant any amount of Services. The City is free to obtain the services
from source(s) other than the Consultant and/or The City may itself provide
such services.
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EXHIBIT A
LIUL'U'DlylI CIIVCIuptC IL1. I'FJ-U! IUCCGUI�Iil+.7
ATTACHMENT NO. 1
TO EXHIBIT A TO ON -CALL SERVICES AGREEMENT
BETWEEN CITY OF FRESNO AND CSHQA, INC.
❑ Master FAA Grant Element
GRANT INFORMATION
❑ Master Airport Project
Project: AC40XXX Fund: XXXXX Org: IXXXXXXI Activity: fXXXn
Resource.[XXXXI
Confirmation of Funds:
Finance Signature
TASK ORDER # �XX-XXl
Date
Pursuant to the Month XX XXXXI Agreement with the City of Fresno, [Corlsultantl, is
hereby directed to perform Project Services as follows:
Work Description: [Work Description]
Services(including all deliverables re uired: [Deliverables]
Date Services (including all deliverables) are to commence: (Month, XX, XXXI
Date Services (including all deliverables) are to be completed: Month XX XXXX
Project Budget Limitations: Not to exceed $ [XXXX.XX
Please reference Task Order No. HOC-XXI and Purchase Order No. on
all invoices submitted to The City under this Task Order.
M
Director of Aviation or Designee
Consultant
Reviewed by:
Project Manager
Date:
Date:
Date:
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EXHIBIT A
uuuu Jlly.lI CI IVCIupt: IL).'4VVMrl,rM-VMCD-'FUVC-O 1'#U-UI IVCCLVI..I..l..�
EXHIBIT B
INSURANCE REQUIREMENTS
Consultant Service Agreement between City of Fresno (City)
and CSHQA, Inc. (Consultant)
Unspecified FAT and FCH Non -Federal and Federal Funded Capital Projects
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
The most current version of Insurance Services Office (ISO) Commercial
General Liability Coverage Form CG 00 01, providing liability coverage
arising out of your business operations. The Commercial General Liability
policy shall be written on an occurrence form and shall provide coverage for
"bodily injury," "property damage" and "personal and advertising injury" with
coverage for premises and operations (including the use of owned and non -
owned equipment), products and completed operations, and contractual
liability (including, without limitation, indemnity obligations under the
Agreement) with limits of liability not less than those set forth under
"Minimum Limits of Insurance."
2. The most current version of ISO *Commercial Auto Coverage Form CA 00
01, providing liability coverage arising out of the ownership, maintenance or
use of automobiles in the course of your business operations. The
Automobile Policy shall be written on an occurrence form and shall provide
coverage for all owned, hired, and non -owned automobiles or other licensed
vehicles (Code 1- Any Auto).
3. Workers' Compensation insurance as required by the State of California
and Employer's Liability Insurance.
4. Professional Liability (Errors and Omissions) insurance appropriate to
Consultant's profession.
MINIMUM LIMITS OF INSURANCE
The Consultant, or any party the Consultant subcontracts with, shall maintain limits of
liability of not less than those set forth below. However, insurance limits available to the
City, its officers, officials, employees, agents, and volunteers as additional insureds, shall
be the greater of the minimum limits specified herein or the full limit of any insurance
proceeds available to the named insured:
1. COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
(iv) $2,000,000 general aggregate applying separately to the work
performed under the Agreement.
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EXHIBIT B
UUuu Jll`f.11 CIIVHIUFJC IL). '#V UFlr li r/1-U/YCO-4:10 C-O I--FU-U/ IVCCLVI�I..I..i�
2. COMMERCIAL AUTOMOBILE LIABILITY-
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS' COMPENSATION INSURANCE as required by the State of
California with statutory limits.
4. EMPLOYER'S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
5. PROFESSIONAL LIABILITY (Errors and Omissions):
(i) $1,000,000 per claim/occurrence; and,
(ii) $2,000,000 policy aggregate.
UMBRELLA OR EXCESS INSURANCE
In the event the Consultant purchases an Umbrella or Excess insurance policy(ies) to
meet the "Minimum Limits of Insurance," this insurance policy(ies) shall "follow form" and
afford no less coverage than the primary insurance policy(ies). In addition, such Umbrella
or Excess insurance policy(ies) shall also apply on a primary and non-contributory basis
for the benefit of the City, its officers, officials, employees, agents, and volunteers.
DEDUCTIBLES AND SELF -INSURED RETENTIONS
The Consultant shall be responsible for payment of any deductibles contained in any
insurance policy(ies) required herein and the Consultant shall also be responsible for
payment of any self -insured retentions. Any deductibles or self -insured retentions must
be declared to on the Certificate of Insurance, and approved by, the City's Risk Manager
or designee. At the option of the City's Risk Manager or designee, either:
(i) The insurer shall reduce or eliminate such deductibles or self -insured
retentions as respects the City, its officers, officials, employees,
agents, and volunteers; or
(ii) The Consultant shall provide a financial guarantee, satisfactory to
the City's Risk Manager or designee, guaranteeing payment of
losses and related investigations, claim administration and defense
expenses. At no time shall the City be responsible for the payment
of any deductibles or self -insured retentions.
OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liabilitz insurance Rolicies are to contain, or be
endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, agents, and volunteers are to be
covered as additional insureds. The Consultant shall establish additional
insured status for the City and for all ongoing and completed operations
under the Commercial General Liability policy by use of ISO Forms or an
executed manuscript insurance company endorsement providing additional
insured status. The Commercial General endorsements must be as broad
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EXHIBIT B
UUUUJIIJ.I I CI IvClupt: ILJ. I'+J-U! IUC CGVI.il.il�y
as that contained in ISO Forms: GC 20 10 11 85 or both CG 20 10 & CG 20
37.
2. The coverage shall contain no special limitations on the scope of protection
afforded to the City, its officers, officials, employees, agents, and
volunteers. Any available insurance proceeds in excess of the specified
minimum limits and coverage shall be available to the Additional Insured.
3. For any claims relating to this Agreement, the Consultant's insurance
coverage shall be primary insurance with respect to the CITY, its officers,
officials, employees, agents, and volunteers. Any insurance or self-
insurance maintained by the City, its officers, officials, employees, agents,
and volunteers shall be excess of the Consultant's insurance and shall not
contribute with it. The Consultant shall establish primary and non-
contributory status by using ISO Form CG 20 01 04 13 or by an executed
manuscript insurance company endorsement that provides primary and
non-contributory status as broad as that contained in ISO Form CG
2001 0413.
The Workers' Compensation insurance polio is to contain, or be endorsed to contain, the
following provision: the Consultant and its insurer shall waive any right of subrogation
against the City, its officers, officials, employees, agents, and volunteers.
If the Professional Liability Errors and Omissions insuranceoolicy is written on a claims -
made form:
1. The retroactive date must be shown, and must be before the effective date
of the Agreement or the commencement of work by CONSULTANT.
2. Insurance must be maintained and evidence of insurance must be provided
for at least five years after completion of the Agreement work or termination
of the Agreement, whichever occurs first, or, in the alternative, the policy
shall be endorsed to provide not less than a five-year discovery period.
3. If coverage is canceled or non -renewed, and not replaced with another
claims -made policy form with a retroactive date prior to the effective date of
the Agreement or the commencement of work by the Consultant, the
Consultant must purchase "extended reporting" coverage for a minimum of
five (5) years completion of the Agreement work or termination of the
Agreement, whichever occurs first.
4. A copy of the claims reporting requirements must be submitted to the city
for review.
5. These requirements shall survive expiration or termination of the
Agreement.
All policies of insurance required herein shall be endorsed to provide that the coverage
shall not be cancelled, non -renewed, reduced in coverage or in limits except after thirty
calendar days written notice by certified mail, return receipt requested, has been given to
the City. The Consultant is also responsible for providing written notice to the City under
the same terms and conditions. Upon issuance by the insurer, broker, or agent of a notice
of cancellation, non -renewal, or reduction in coverage or in limits, the Consultant shall
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EXHIBIT B
LJL)Uu Jlly.11 CIlvClupt: IL). 4VVMrl+rM-VHCD-4JOC-O 1'#J-u/ IUCGLUI.r IIL/�
furnish the City with a new certificate and applicable endorsements for such policy(ies).
In the event any policy is due to expire during the work to be performed for the City, the
Consultant shall provide a new certificate, and applicable endorsements, evidencing
renewal of such policy not less than fifteen calendar days prior to the expiration date of
the expiring policy.
Should any of the required policies provide that the defense costs are paid within the
Limits of Liability, thereby reducing the available limits by any defense costs, then the
requirement for the Limits of Liability of these polices will be twice the above stated limits.
The fact that insurance is obtained by the Consultant shall not be deemed to release or
diminish the liability of the Consultant, including, without limitation, liability under the
indemnity provisions of this Agreement. The policy limits do not act as a limitation upon
the amount of indemnification to be provided by the Consultant. Approval or purchase of
any insurance contracts or policies shall in no way relieve from liability nor limit the liability
of the Consultant, its principals, officers, agents, employees, persons under the
supervision of the Consultant, vendors, suppliers, invitees, consultants, sub -consultants,
subcontractors, or anyone employed directly or indirectly by any of them.
SUBCONTRACTORS - If the Consultant subcontracts any or all of the services to be
performed under this Agreement, the Consultant shall require, at the discretion of the City
Risk Manager or designee, subcontractor(s) to enter into a separate Side Agreement with
the City to provide required indemnification and insurance protection. Any required Side
Agreement(s) and associated insurance documents for the subcontractor must be
reviewed and preapproved by the City Risk Manager or designee. If no Side Agreement
is required, the Consultant will be solely responsible for ensuring that its subcontractors
maintain insurance coverage at levels no less than those required by applicable law and
is customary in the relevant industry.
VERIFICATION OF COVERAGE
The Consultant shall furnish the City with all certificate(s) and applicable endorsements
effecting coverage required hereunder. All certificates and applicable endorsements
are to be received and approved by the City's Risk Manager or designee prior to the City's
execution of the Agreement and before work commences. All non -ISO endorsements
amending policy coverage shall be executed by a licensed and authorized agent or
broker. Upon request of the City, the Consultant shall immediately furnish City with a
complete copy of any insurance policy required under this Agreement, including all
endorsements, with said copy certified by the underwriter to be a true and correct copy of
the original policy. This requirement shall survive expiration or termination of this
Agreement.
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EXHIBIT B
Uuuuoiyil CIIv CIuyt1 IL/. 4UUMrl, rll-LJMCO-V:10 C-17 I'i:J-U/ IUCCLUl.rlrl'�
EXHIBIT C
DISCLOSURE OF CONFLICT OF INTEREST
Consultant Service Agreement between City of Fresno (City)
and CSHQA, Inc. (Consultant)
Unspecified FAT and FCH Non -Federal and Federal Funded Capital Pro'ects
YES*
NO
1
Are you currently in litigation with the City of Fresno or any of its agents?
❑
❑x
2
Do you represent any firm, organization, or person who is in litigation with
❑
❑
the City of Fresno?
3
Do you currently represent or perform work for any clients who do business
❑
with the City of Fresno?
4
Are you or any of your principals, managers, or professionals, owners or
investors in a business which does business with the City of Fresno, or in a
❑
E
business which is in litigation with the City of Fresno?
5
Are you or any of your principals, managers, or professionals, related by
blood or marriage to any City of Fresno employee who has any significant
❑
�.]
role in the subject matter of this service?
6
Do you or any of your subcontractors have, or expect to have, any interest,
❑
iX1
direct or indirect, in any other contract in connection with this Project?
* If the answer to any question is yes, please explain in full below.
Explanation: For Item 3, CSHQA, Inc. has
been retained by Q&Q Construction to
provide architectural and engineering sere es
for the Fresno Yosemite International Airport
terminal expansion proiect.
u Additional page(s) attached.
PuuS�pncn err.
Signature
August 9. 20229, 2022
Date
John D. Maulin
(Name)
CSHQA,
(Company)
2696 South Colorado Boulevard Suite 525
(Address)
Denver Colorado 80222
(City, State Zip)
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EXHIBIT C
Page 1 of 1
LIUUu J I yI I CI IV CIUpC IL/. '4U0MF%-FM-U/'1CD-VJ0C-D I'4J-U/ I VCGLUI.I.r I'.7
EXHIBIT D
ASSURANCES
Consultant Service Agreement between City of Fresno (City)
and CSHQA, Inc. (Consultant)
Unspecified FAT and FCH Non -Federal and Federal Funded Capital Projects
During the performance of this Agreement (contract or contract documents), the
Consultant, for itself, its assignees and successors in interest (contractor or Contractor)
agrees as follows (The City is referred to as "Sponsor"):
I. PROVISIONS APPLICABLE TO ALL PROFESSIONAL SERVICES
CONTRACTS
A. ACCESS TO RECORDS AND REPORTS
The contractor must 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.
B. BREACH OF CONTRACT TERMS
Any violation or breach of terms of this contract on the part of the contractor or its
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.
Owner will provide contractor written notice that describes the nature of the breach and
corrective actions the contractor must undertake in order to avoid termination of the
contract. Owner reserves the right to withhold payments to Contractor until such time
the Contractor corrects the breach or the Owner elects to terminate the contract. The
Owner's notice will identify a specific date by which the contractor must correct the
breach. Owner may proceed with termination of the contract if the contractor fails to
correct the breach by the deadline indicated in the Owner's notice.
The duties and obligations imposed by the Contract Documents and the rights and
remedies available thereunder are in addition to, and not a limitation of, any duties,
obligations, rights and remedies otherwise imposed or available by law.
C. BUY AMERICAN CERTIFICATION
The contractor agrees to comply with 49 USC § 50101, which provides that Federal funds
may not be obligated unless all steel and manufactured goods used in Airport
Improvement Program (AIP) funded projects are produced in the United States, unless
the FAA has issued a waiver for the product; the product is listed as an Excepted Article,
Material Or Supply in Federal Acquisition Regulation subpart 25.108; or is included in the
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EXHIBIT D
Lfuuu Jlyll CIIVCIUPV IU. '4UUHrlJrM-UF1CD-'#UOC-D 1'4J-U/ IVCCLVVI.il...7
FAA Nationwide Buy American Waivers Issued list.
A bidder or offeror must submit the appropriate Buy America Certification (below) with all
bids or offers on AIP funded projects. Bids or offers that are not accompanied by a
completed Buy America certification must be rejected as nonresponsive.
Type of Certification is based on Type of Project:
There are two types of Buy American certifications.
• For projects for a facility, the Certificate of Compliance Based on Total Facility
(Terminal or Building Project) must be submitted.
• For all other projects, the Certificate of Compliance Based on Equipment and
Materials Used on the Project (Non -building construction projects such as runway
or roadway construction; or equipment acquisition projects) must be submitted.
See Attachments A and B: Buy American Certifications
D. GENERAL CIVIL RIGHTS PROVISIONS
The contractor agrees that it will comply with pertinent statutes, Executive Orders and
such rules as are promulgated to ensure 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 contract. This provision is in addition to that required of Title VI of the Civil Rights
Act of 1964.
E. CIVIL RIGHTS ACT OF 1964, TITLE VI
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. Compliance with Regulations: The contractor (hereinafter includes
consultants) will comply with the Title VI List of Pertinent Nondiscrimination
Acts And Authorities, as they may be amended from time to time, which are
herein incorporated by reference and made a part of this contract.
2. Non-discrimination: The contractor, with regard to the work performed by
it during the contract, will 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 will not
participate directly or indirectly in the discrimination prohibited by the
Nondiscrimination Acts and Authorities, including employment practices
when the contract covers any activity, project, or program set forth in
Appendix B of 49 CFR part 21.
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 will be notified by the contractor of
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EXHIBIT D
UUI:uolly.lI CI IvCluplC IU. 4VVMrl..rM-V/1CD-'+:JOC-D 1'+J-UI IVCCGUI..l.i1....7
the contractor's obligations under this contract and the Nondiscrimination
Acts And Authorities on the grounds of race, color, or national origin.
4. Information and Reports: The contractor will provide all information and
reports required by the Acts, the Regulations, and directives issued
pursuant thereto and will 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 to be pertinent to ascertain
compliance with such Nondiscrimination Acts And Authorities and
instructions. Where any information required of a contractor is in the
exclusive possession of another who fails or refuses to furnish the
information, the contractor will so certify to the sponsor or the Federal
Aviation Administration, as appropriate, and will set forth what efforts it has
made to obtain the information.
5. Sanctions for Noncompliance: In the event of a contractor's
noncompliance with the Non-discrimination provisions of this contract, the
sponsor will impose such contract sanctions as it or the Federal Aviation
Administration may determine to be appropriate, including, but not limited
to:
a. Withholding payments to the contractor under the contract until the
contractor complies; and/or
b. Cancelling, terminating, or suspending a contract, in whole or in part.
6. Incorporation of Provisions: The contractor will include the provisions of
paragraphs one through six in every subcontract, including procurements
of materials and leases of equipment, unless exempt by the Acts, the
Regulations and directives issued pursuant thereto. The contractorwill take
action with respect to any subcontract or procurement as the sponsor or the
Federal Aviation Administration may direct as a means of enforcing such
provisions including sanctions for noncompliance. Provided, that if the
contractor becomes involved in, or is threatened with litigation by a
subcontractor, or supplier because of such direction, the contractor may
request the sponsor to enter into any litigation to protect the interests of the
sponsor. In addition, the contractor may request the United States to enter
into the litigation to protect the interests of the United States.
7. Title VI List of Pertinent Nondiscrimination Acts and Authorities
During the performance of this contract, the contractor, for itself, its
assignees, and successors in interest (hereinafter referred to as the
"contractor") agrees to comply with the following non-discrimination
statutes and authorities; including but not limited to:
a. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78
stat. 252), (prohibits discrimination on the basis of race, color,
national origin);
b. 49 CFR part 21 (Non-discrimination In Federally -Assisted Programs
of The Department of Transportation —Effectuation of Title VI of The
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EXHIBIT D
LIUUUJIIJ. II CI IV t:1upC I LI. 1'+U-U/ IUCCLUIi,,./L/.i
Civil Rights Act of 1964);
C. The Uniform Relocation Assistance and Real Property Acquisition
Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment
of persons displaced or whose property has been acquired because
of Federal or Federal -aid programs and projects);
d. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et
seq.), as amended, (prohibits discrimination on the basis of
disability); and 49 CFR part 27;
e. The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101
et seq.), (prohibits discrimination on the basis of age);
f. Airport and Airway Improvement Act of 1982, (49 USC § 471, Section
47123), as amended, (prohibits discrimination based on race, creed,
color, national origin, or sex);
g. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened
the scope, coverage and applicability of Title VI of the Civil Rights
Act of 1964, The Age Discrimination Act of 1975 and Section 504 of
the Rehabilitation Act of 1973, by expanding the definition of the
terms "programs or activities" to include all of the programs or
activities of the Federal -aid recipients, sub -recipients and
contractors, whether such programs or activities are Federally
funded or not);
h. Titles II and III of the Americans with Disabilities Act of 1990, which
prohibit discrimination on the basis of disability in the operation of
public entities, public and private transportation systems, places of
public accommodation, and certain testing entities (42 U.S.C. §§
12131 — 12189) as implemented by Department of Transportation
regulations at 49 CFR parts 37 and 38;
i. The Federal Aviation Administration's Non-discrimination statute (49
U.S.C. § 47123) (prohibits discrimination on the basis of race, color,
national origin, and sex);
j. Executive Order 12898, Federal Actions to Address Environmental
Justice in Minority Populations and Low -Income Populations, which
ensures non-discrimination against minority populations by
discouraging programs, policies, and activities with
disproportionately high and adverse human health or environmental
effects on minority and low-income populations;
k. Executive Order 13166, Improving Access to Services for Persons
with Limited English Proficiency, and resulting agency guidance,
national origin discrimination includes discrimination because of
limited English proficiency (LEP). To ensure compliance with Title
VI, you must take reasonable steps to ensure that LEP persons have
meaningful access to your programs (70 Fed. Reg. at 74087 to
74100);
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EXHIBIT D
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I. Title IX of the Education Amendments of 1972, as amended, which
prohibits you from discriminating because of sex in education
programs or activities (20 U.S.C. 1681 et seq.).
F. TITLE VI SOLICITATION NOTICE
The Sponsor, in accordance with the provisions of Title VI of the Civil Rights Act of 1964
(78 Stat. 252, 42 USC §§ 2000d to 2000d-4) and the Regulations, hereby notifies all
bidders or offerors that it will affirmatively ensure that any contract entered into pursuant
to this advertisement, will be afforded full and fair opportunity to submit bids in response
to this invitation and will not be discriminated against on the grounds of race, color, or
national origin in consideration for an award.
G. CLEAN AIR AND WATER POLUTION CONTROL
Contractor agrees to comply with all applicable standards, orders, and regulations
issued pursuant to the Clean Air Act (42 USC § 740-7671 q) and the Federal Water
Pollution Control Act as amended (33 USC § 1251-1387). The Contractor agrees to
report any violation to the Owner immediately upon discovery. The Owner assumes
responsibility for notifying the Environmental Protection Agency (EPA) and the Federal
Aviation Administration.
Contractor must include this requirement in all subcontracts that exceeds $150,000.
H. CERTIFICATION OF OFFERER/BIDDER REGARDING DEBARMENT
By submitting a bid/proposal under this solicitation, the bidder or offeror certifies that
neither it nor its principals are presently debarred or suspended by any Federal
department or agency from participation in this transaction.
I. DISADVANTAGED BUSINESS ENTERPRISES
The requirements of 49 CFR part 26 apply to this contract. It is the policy of the [Insert
Name of Owner] to practice nondiscrimination based on race, color, sex, or national origin
in the award or performance of this contract. The Owner encourages participation by all
firms qualifying under this solicitation regardless of business size or ownership. In the
event that the Sponsor has established a Disadvantaged Business Enterprises (DBE)
participation goal for the Project which is the subject of this contract, contractor shall
comply with all applicable DBE requirements of 49 CFR Part 26. The DBE participation
may be composed of any combination of firms certified as DBEs in accordance with 49
CFR Part 26. The contractor shall comply with Sponsor's DBE Program and subcontract
with those firms as previously submitted to Sponsor (on form provided by Sponsor) on
the contractor's list of disadvantaged businesses to meet the DBE participation goal for
this Project. If the contractor intends to subcontract a portion of the services to be
performed hereunder, the contractor shall affirmatively seek out DBEs that are potential
subcontractors, suppliers, or consultants, and actively solicit their interest, capability and
prices. Any questions concerning DBE issues shall be addressed to DBE Program staff
at Telephone No. (559) 498-4071 or Fax No. (559) 621-1182.
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
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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 contractor agrees to pay each subcontractor under this
contract for satisfactory performance of its contract no later than 10 days from the receipt
of each payment the contractor receives from Sponsor. The contractor agrees further to
return any retainage payments to each subcontractor within 10 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 Sponsor. This clause applies to both DBE and non -DBE subcontractors.
J. CERTIFICATION REGARDING LOBBYING
The Bidder or Offeror certifies by signing and submitting this bid or proposal, to the best
of his or her knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of
the Bidder or Offeror, to any person for influencing or attempting to influence an
officer or employee of an agency, a Member of Congress, an officer or employee
of Congress, or an employee of a Member of Congress in connection with the
awarding of any Federal contract, the making of any Federal grant, the making
of any Federal loan, the entering into of any cooperative agreement, and the
extension, continuation, renewal, amendment, or modification of any Federal
contract, grant, loan, or cooperative agreement.
(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 this Federal contract,
grant, loan, or cooperative agreement, the undersigned shall complete and
submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance
with its instructions.
(3) The undersigned shall require that the language of this certification be included
in the award documents for all sub -awards at all tiers (including subcontracts,
subgrants, and contracts under grants, loans, and cooperative agreements) and
that all sub -recipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed
when this transaction was made or entered into. Submission of this certification is a
prerequisite for making or entering into this transaction imposed by section 1352, title
31, U.S. Code. Any person who fails to file the required certification shall be subject to
a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
K. CERTIFICATION OF OFFEROR/BIDDER REGARDING TAX DELINQUENCY
AND FELONY CONVICTIONS
The applicant must complete the following two certification statements. The applicant
must indicate its current status as it relates to tax delinquency and felony conviction by
inserting a checkmark (✓) in the space following the applicable response. The applicant
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agrees that, if awarded a contract resulting from this solicitation, it will incorporate this
provision for certification in all lower tier subcontracts.
Certifications
a) The applicant represents that it is ( ) is not ( ) a corporation that has any unpaid
Federal tax liability that has been assessed, for which all judicial and administrative
remedies have been exhausted or have lapsed, and that is not being paid in a
timely manner pursuant to an agreement with the authority responsible for
collecting the tax liability.
b) The applicant represents that it is ( ) is not ( ) is not a corporation that was
convicted of a criminal violation under any Federal law within the preceding 24
months.
Note
If an applicant responds in the affirmative to either of the above representations, the
applicant is ineligible to receive an award unless the sponsor has received notification
from the agency suspension and debarment official (SDO) that the SDO has considered
suspension or debarment and determined that further action is not required to protect
the Government's interests. The applicant therefore must provide information to the
owner about its tax liability or conviction to the Owner, who will then notify the FAA
Airports District Office, which will then notify the agency's SDO to facilitate completion
of the required considerations before award decisions are made.
Term Definitions
Felony conviction: Felony conviction means a conviction within the preceding
twenty-four (24) months of a felony criminal violation under any Federal law and
includes conviction of an offense defined in a section of the U.S. code that
specifically classifies the offense as a felony and conviction of an offense that is
classified as a felony under 18 U.S.C. § 3559.
Tax Delinquency: A tax delinquency is any unpaid Federal tax liability that has
been assessed, for which all judicial and administrative remedies have been
exhausted, or have lapsed, and that is not being paid in a timely manner pursuant
to an agreement with the authority responsible for collecting the tax liability.
L. ENERGY CONSERVATION REQUIREMENTS
Contractor and any subcontractors agree to comply with mandatory standards and
policies relating to energy efficiency as contained in the state energy conservation plan
issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6201 et
seq.).
M. FEDERAL FAIR LABOR STANDARDS ACT (MINIMUM WAGE)
All contracts and subcontracts resulting from this solicitation incorporate by reference
the provisions of 29 CFR part 201, the Federal Fair Labor Standards Act (FLSA), with
the same force and effect as if given in full text. The FLSA sets minimum wage, overtime
pay, recordkeeping, and child labor standards for full and part time workers.
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The contractor has full responsibility to monitor compliance to the referenced statute or
regulation. The contractor must address any claims or disputes that arise from this
requirement directly with the U.S. Department of Labor — Wage and Hour Division.
N. OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970
All contracts and subcontracts that result from this agreement incorporate by reference
the requirements of 29 CFR Part 1910 with the same force and effect as if given in full
text. Contractor must provide a work environment that is free from recognized hazards
that may cause death or serious physical harm to the employee. The Contractor retains
full responsibility to monitor its compliance and their subcontractor's compliance with the
applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part
1910). Contractor must address any claims or disputes that pertain to a referenced
requirement directly with the U.S. Department of Labor— Occupational Safety and Health
Administration.
O. RIGHTS TO INVENTIONS
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.
P. TRADE RESTRICTION CLAUSE
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 as
published by the Office of the United States Trade Representative
(U.S.T.R.);
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 included on
the list of countries that discriminate against U.S. firms as published by the
U.S.T.R;and
C. has not entered into any subcontract for any product to be used on the
Federal on the project that is produced in a foreign country included on the
list of countries that discriminate against U.S. firms published by the
U.S.T.R.
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.
The contractor must 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 contractor must
require subcontractors provide immediate written notice to the Contractor if at any time
it learns that its certification was erroneous by reason of changed circumstances.
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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 Sponsor or
subcontractor:
(1) who is owned or controlled by one or more citizens or nationals of a foreign country
included on the list of countries that discriminate against U.S. firms published by the
U.S.T.R. or
(2) whose subcontractors are owned or controlled by one or more citizens or nationals
of a foreign country on such U.S.T.R. list or
(3) who incorporates in the public works project any product of a foreign country on
such U.S.T.R. list;
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.
The Sponsor agrees that, if awarded a contract resulting from this solicitation, it will
incorporate this provision for certification without modification in in all lower tier
subcontracts. The contractor may rely on the certification of a prospective subcontractor
that it is not a firm from a foreign country included on the list of countries that discriminate
against U.S. firms as published by U.S.T.R, unless the Sponsor has knowledge that the
certification is erroneous.
This certification is a material representation of fact upon which reliance was placed
when making an 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 Sponsor or the FAA.
Q. VETERAN'S PREFERENCE
In the employment of labor (excluding executive, administrative, and supervisory
positions), the contractor and all sub -tier contractors must give preference to covered
veterans as defined within Title 49 United States Code Section 47112. Covered
veterans include Vietnam -era veterans, Persian Gulf veterans, Afghanistan -Iraq war
veterans, disabled veterans, and small business concerns (as defined by 15 U.S.C. 632)
owned and controlled by disabled veterans. This preference only applies when there
are covered veterans readily available and qualified to perform the work to which the
employment relates.
R. SEISMIC SAFETY (applicable to agreements involving design)
In the performance of design services, the Contractor agrees to furnish a building design
and associated construction specification that conform to a building code standard which
provides a level of seismic safety substantially equivalent to standards as established
by the National Earthquake Hazards Reduction Program (NEHRP). Local building
codes that model their building code after the current version of the International Building
Code (IBC) meet the NEHRP equivalency level for seismic safety. At the conclusion of
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the design services, the Contractor agrees to furnish the Sponsor a "certification of
compliance" that attests conformance of the building design and the construction
specifications with the seismic standards of NEHRP or an equivalent building code.
II. PROVISIONS APPLICABLE TO CONTRACTS
$2,000 AND GREATER
A. COPELAND "ANTI -KICKBACK" ACT (applicable if contract includes
construction, alteration, repair, as defined in 29 CFR Part 5)
Contractor must comply with the requirements of the Copeland "Anti -Kickback" Act (18
U.S.C. 874 and 40 U.S.C. 3145), as supplemented by Department of Labor regulation
29 CFR part 3. Contractor and subcontractors are prohibited from inducing, by any
means, any person employed on the project to give up any part of the compensation to
which the employee is entitled. The Contractor and each Subcontractor must submit to
the Sponsor a weekly statement on the wages paid to each employee performing on
covered work during the prior week. Sponsor must report any violations of the Act to the
Federal Aviation Administration.
B. DAVIS-BACON REQUIREMENTS (applicable if contract includes construction,
alteration, repair, as defined in 29 CFR Part 5)
1. Minimum Wages
(i) All laborers and mechanics employed or working upon the site of the work will be
paid unconditionally and not less often than once a week, and without subsequent
deduction or rebate on any account (except such payroll deductions as are permitted by
the Secretary of Labor under the Copeland Act (29 CFR Part 3)), the full amount of
wages and bona fide fringe benefits (or cash equivalent thereof) due at time of payment
computed at rates not less than those contained in the wage determination of the
Secretary of Labor which is attached hereto and made a part hereof, regardless of any
contractual relationship which may be alleged to exist between the contractor and such
laborers and mechanics.
Contributions made or costs reasonably anticipated for bona fide fringe benefits under
section 1(b)(2) of the Davis -Bacon Act on behalf of laborers or mechanics are
considered wages paid to such laborers or mechanics, subject to the provisions of
paragraph (1)(iv) of this section; also, regular contributions made or costs incurred for
more than a weekly period (but not less often than quarterly) under plans, funds, or
programs which cover the particular weekly period, are deemed to be constructively
made or incurred during such weekly period. Such laborers and mechanics shall be paid
the appropriate wage rate and fringe benefits on the wage determination for the
classification of work actually performed, without regard to skill, except as provided in
29 CFR Part 5.5(a)(4). Laborers or mechanics performing work in more than one
classification may be compensated at the rate specified for each classification for the
time actually worked therein: Provided, that the employer's payroll records accurately
set forth the time spent in each classification in which work is performed. The wage
determination (including any additional classification and wage rates conformed under
(1)(ii) of this section) and the Davis -Bacon poster (WH-1321) shall be posted at all times
by the contractor and its subcontractors at the site of the work in a prominent and
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accessible place where it can easily be seen by the workers.
(ii)(A) The contracting officer shall require that any class of laborers or mechanics,
including helpers, which is not listed in the wage determination and which is to be
employed under the contract shall be classified in conformance with the wage
determination. The contracting officer shall approve an additional classification and
wage rate and fringe benefits therefore only when the following criteria have been met:
(1) The work to be performed by the classification requested is not performed by a
classification in the wage determination; and
(2) The classification is utilized in the area by the construction industry; and
(3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable
relationship to the wage rates contained in the wage determination.
(B) If the contractor and the laborers and mechanics to be employed in the classification
(if known), or their representatives, and the contracting officer agree on the classification
and wage rate (including the amount designated for fringe benefits where appropriate),
a report of the action taken shall be sent by the contracting officer to the Administrator
of the Wage and Hour Division, Employment Standards Administration, U.S.
Department of Labor, Washington, D.C. 20210. The Administrator, or an authorized
representative, will approve, modify, or disapprove every additional classification action
within thirty days of receipt and so advise the contracting officer or will notify the
contracting officer within the thirty day period that additional time is necessary.
(C) In the event the contractor, the laborers or mechanics to be employed in the
classification or their representatives, and the contracting officer do not agree on the
proposed classification and wage rate (including the amount designated for fringe
benefits where appropriate), the contracting officer shall refer the questions, including
the views of all interested parties and the recommendation of the contracting officer, to
the Administrator for determination. The Administrator, or an authorized representative,
will issue a determination within thirty days of receipt and so advise the contracting
officer or will notify the contracting officer within the thirty -day period that additional time
is necessary.
(D) The wage rate (including fringe benefits where appropriate) determined pursuant to
subparagraphs (1)(ii) (B) or (C) of this paragraph, shall be paid to all workers performing
work in the classification under this contract from the first day on which work is
performed in the classification.
(iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers
or mechanics includes a fringe benefit which is not expressed as an hourly rate, the
contractor shall either pay the benefit as stated in the wage determination or shall pay
another bona fide fringe benefit or an hourly cash equivalent thereof.
(iv) If the contractor does not make payments to a trustee or other third person, the
contractor may consider as part of the wages of any laborer or mechanic the amount of
any costs reasonably anticipated in providing bona fide fringe benefits under a plan or
program, Provided, That the Secretary of Labor has found, upon the written request of
the contractor, that the applicable standards of the Davis -Bacon Act have been met. The
Secretary of Labor may require the contractor to set aside in a separate account assets
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for the meeting of obligations under the plan or program.
2. Withholding.
The Federal Aviation Administration or the sponsor shall upon its own action or upon
written request of an authorized representative of the Department of Labor withhold or
cause to be withheld from the contractor under this contract or any other Federal
contract with the same prime contractor, or any other Federally -assisted contract subject
to Davis -Bacon prevailing wage requirements, which is held by the same prime
contractor, so much of the accrued payments or advances as may be considered
necessary to pay laborers and mechanics, including apprentices, trainees, and helpers,
employed by the contractor or any subcontractor the full amount of wages required by
the contract. In the event of failure to pay any laborer or mechanic, including any
apprentice, trainee, or helper, employed or working on the site of work, all or part of the
wages required by the contract, the Federal Aviation Administration may, after written
notice to the contractor, sponsor, applicant, or owner, take such action as may be
necessary to cause the suspension of any further payment, advance, or guarantee of
funds until such violations have ceased.
3. Payrolls and basic records.
(i) Payrolls and basic records relating thereto shall be maintained by the contractor
during the course of the work and preserved for a period of three years thereafter for all
laborers and mechanics working at the site of the work. Such records shall contain the
name, address, and social security number of each such worker, his or her correct
classification, hourly rates of wages paid (including rates of contributions or costs
anticipated for bona fide fringe benefits or cash equivalents thereof of the types
described in 1(b)(2)(B) of the Davis -Bacon Act), daily and weekly number of hours
worked, deductions made and actual wages paid. Whenever the Secretary of Labor has
found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the
amount of any costs reasonably anticipated in providing benefits under a plan or
program described in section 1(b)(2)(B) of the Davis -Bacon Act, the contractor shall
maintain records which show that the commitment to provide such benefits is
enforceable, that the plan or program is financially responsible, and that the plan or
program has been communicated in writing to the laborers or mechanics affected, and
records which show the costs anticipated or the actual costs incurred in providing such
benefits. Contractors employing apprentices or trainees under approved programs shall
maintain written evidence of the registration of apprenticeship programs and certification
of trainee programs, the registration of the apprentices and trainees, and the ratios and
wage rates prescribed in the applicable programs.
(ii)(A) The contractor shall submit weekly for each week in which any contract work is
performed a copy of all payrolls to the Federal Aviation Administration if the agency is a
party to the contract, but if the agency is not such a party, the contractor will submit the
payrolls to the applicant, sponsor, or owner, as the case may be, for transmission to the
Federal Aviation Administration. The payrolls submitted shall set out accurately and
completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i),
except that full social security numbers and home addresses shall not be included on
weekly transmittals. Instead the payrolls shall only need to include an individually
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identifying number for each employee (e.g., the last four digits of the employee's social
security number). The required weekly payroll information may be submitted in any form
desired. Optional Form WH-347 is available for this purpose from the Wage and Hour
Division Web site at http://www.dol.govlesalwhd/formslwh347instr.htm or its successor
site. The prime contractor is responsible for the submission of copies of payrolls by all
subcontractors. Contractors and subcontractors shall maintain the full social security
number and current address of each covered worker, and shall provide them upon
request to the Federal Aviation Administration if the agency is a party to the contract,
but if the agency is not such a party, the contractor will submit them to the applicant,
sponsor, or owner, as the case may be, for transmission to the Federal Aviation
Administration, the contractor, or the Wage and Hour Division of the Department of
Labor for purposes of an investigation or audit of compliance with prevailing wage
requirements. It is not a violation of this section for a prime contractor to require a
subcontractor to provide addresses and social security numbers to the prime contractor
for its own records, without weekly submission to the sponsoring government agency
(or the applicant, sponsor, or owner).
(B) Each payroll submitted shall be accompanied by a "Statement of Compliance,"
signed by the contractor or subcontractor or his or her agent who pays or supervises the
payment of the persons employed under the contract and shall certify the following:
(1) That the payroll for the payroll period contains the information required to be provided
under 29 CFR § 5.5(a)(3)(ii), the appropriate information is being maintained under 29
CFR § 5.5 (a)(3)(i) and that such information is correct and complete;
(2) That each laborer and mechanic (including each helper, apprentice and trainee)
employed on the contract during the payroll period has been paid the full weekly wages
earned, without rebate, either directly or indirectly, and that no deductions have been
made either directly or indirectly from the full wages earned, other than permissible
deductions as set forth in Regulations 29 CFR Part 3;
(3) That each laborer or mechanic has been paid not less than the applicable wage rates
and fringe benefits or cash equivalents for the classification of work performed, as
specified in the applicable wage determination incorporated into the contract.
(C) The weekly submission of a properly executed certification set forth on the reverse
side of Optional Form WH-347 shall satisfy the requirement for submission of the
"Statement of Compliance" required by paragraph (3)(ii)(B) of this section.
(D) The falsification of any of the above certifications may subject the contractor or
subcontractor to civil or criminal prosecution under Section 1001 of Title 18 and Section
231 of Title 31 of the United States Code.
(iii) The contractor or subcontractor shall make the records required under paragraph
(3)(i) of this section available for inspection, copying or transcription by authorized
representatives of the sponsor, the Federal Aviation Administration or the Department
of Labor, and shall permit such representatives to interview employees during working
hours on the job. If the contractor or subcontractor fails to submit the required records
or to make them available, the Federal agency may, after written notice to the contractor,
sponsor, applicant or owner, take such action as may be necessary to cause the
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suspension of any further payment, advance, or guarantee of funds. Furthermore, failure
to submit the required records upon request or to make such records available may be
grounds for debarment action pursuant to 29 CFR 5.12.
4. Apprentices and Trainees.
(i) Apprentices. Apprentices will be permitted to work at less than the predetermined rate
for the work they performed when they are employed pursuant to and individually
registered in a bona fide apprenticeship program registered with the U.S. Department
of Labor, Employment and Training Administration, Bureau of Apprenticeship and
Training, or with a State Apprenticeship Agency recognized by the Bureau, or if a person
is employed in his or her first 90 days of probationary employment as an apprentice in
such an apprenticeship program, who is not individually registered in the program, but
who has been certified by the Bureau of Apprenticeship and Training or a State
Apprenticeship Agency (where appropriate) to be eligible for probationary employment
as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any
craft classification shall not be greater than the ratio permitted to the contractor as to the
entire work force under the registered program. Any worker listed on a payroll at an
apprentice wage rate, who is not registered or otherwise employed as stated above,
shall be paid not less than the applicable wage rate on the wage determination for the
classification of work actually performed. In addition, any apprentice performing work on
the job site in excess of the ratio permitted under the registered program shall be paid
not less than the applicable wage rate on the wage determination for the work actually
performed. Where a contractor is performing construction on a project in a locality other
than that in which its program is registered, the ratios and wage rates (expressed in
percentages of the journeyman's hourly rate) specified in the contractor's or
subcontractor's registered program shall be observed. Every apprentice must be paid at
not less than the rate specified in the registered program for the apprentice's level of
progress, expressed as a percentage of the journeymen hourly rate specified in the
applicable wage determination. Apprentices shall be paid fringe benefits in accordance
with the provisions of the apprenticeship program. If the apprenticeship program does
not specify fringe benefits, apprentices must be paid the full amount of fringe benefits
listed on the wage determination for the applicable classification. If the Administrator
determines that a different practice prevails for the applicable apprentice classification,
fringes shall be paid in accordance with that determination. In the event the Bureau of
Apprenticeship and Training, or a State Apprenticeship Agency recognized by the
Bureau, withdraws approval of an apprenticeship program, the contractor will no longer
be permitted to utilize apprentices at less than the applicable predetermined rate for the
work performed until an acceptable program is approved.
(ii) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work
at less than the predetermined rate for the work performed unless they are employed
pursuant to and individually registered in a program which has received prior approval,
evidenced by formal certification by the U.S. Department of Labor, Employment and
Training Administration. The ratio of trainees to journeymen on the job site shall not be
greater than permitted under the plan approved by the Employment and Training
Administration. Every trainee must be paid at not less than the rate specified in the
approved program for the trainee's level of progress, expressed as a percentage of the
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journeyman hourly rate specified in the applicable wage determination. Trainees shall
be paid fringe benefits in accordance with the provisions of the trainee program. If the
trainee program does not mention fringe benefits, trainees shall be paid the full amount
of fringe benefits listed on the wage determination unless the Administrator of the Wage
and Hour Division determines that there is an apprenticeship program associated with
the corresponding journeyman wage rate on the wage determination which provides for
less than full fringe benefits for apprentices. Any employee listed on the payroll at a
trainee rate that is not registered and participating in a training plan approved by the
Employment and Training Administration shall be paid not less than the applicable wage
rate on the wage determination for the classification of work actually performed. In
addition, any trainee performing work on the job site in excess of the ratio permitted
under the registered program shall be paid not less than the applicable wage rate on the
wage determination for the work actually performed. In the event the Employment and
Training Administration withdraws approval of a training program, the contractor will no
longer be permitted to utilize trainees at less than the applicable predetermined rate for
the work performed until an acceptable program is approved.
(iii) Equal Employment Opportunity. The utilization of apprentices, trainees and
journeymen under this part shall be in conformity with the equal employment opportunity
requirements of Executive Order 11246, as amended, and 29 CFR Part 30.
5. Compliance with Copeland Act Requirements.
The contractor shall comply with the requirements of 29 CFR Part 3, which are
incorporated by reference in this contract.
6. Subcontracts.
The contractor or subcontractor shall insert in any subcontracts the clauses contained
in 29 CFR Part 5.5(a)(1) through (10) and such other clauses as the Federal Aviation
Administration may by appropriate instructions require, and also a clause requiring the
subcontractors to include these clauses in any lower tier subcontracts. The prime
contractor shall be responsible for the compliance by any subcontractor or lower tier
subcontractor with all the contract clauses in 29 CFR Part 5.5.
7. Contract Termination: Debarment.
A breach of the contract clauses in paragraph 1 through 10 of this section may be
grounds for termination of the contract, and for debarment as a contractor and a
subcontractor as provided in 29 CFR 5.12.
8. Compliance With Davis -Bacon and Related Act Requirements.
All rulings and interpretations of the Davis -Bacon and Related Acts contained in 29 CFR
Parts 1, 3, and 5 are herein incorporated by reference in this contract.
9. Disputes Concerning Labor Standards.
Disputes arising out of the labor standards provisions of this contract shall not be subject
to the general disputes clause of this contract. Such disputes shall be resolved in
accordance with the procedures of the Department of Labor set forth in 29 CFR Parts
5, 6 and 7. Disputes within the meaning of this clause include disputes between the
contractor (or any of its subcontractors) and the contracting agency, the U.S.
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Department of Labor, or the employees or their representatives.
10. Certification of Eligibility.
(i) By entering into this contract, the contractor certifies that neither it (nor he or she) nor
any person or firm who has an interest in the contractor's firm is a person or firm ineligible
to be awarded Government contracts by virtue of section 3(a) of the Davis -Bacon Act or
29 CFR 5.12(a)(1).
(ii) No part of this contract shall be subcontracted to any person or firm ineligible for
award of a Government contract by virtue of section 3(a) of the Davis -Bacon Act or 29
CFR 5.12(a)(1).
(iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18
U.S.C. 1001.
III. PROVISION APPLICABLE TO CONTRACTS
$3,500 AND GREATER
A. TEXTING WHEN DRIVING
In accordance with Executive Order 13513, "Federal Leadership on Reducing Text
Messaging While Driving", (10/1/2009) and DOT Order 3902.10, "Text Messaging While
Driving", (12/30/2009), the Federal Aviation Administration encourages recipients of
Federal grant funds to adopt and enforce safety policies that decrease crashes by
distracted drivers, including policies to ban text messaging while driving when
performing work related to a grant or subgrant.
In support of this initiative, the Owner encourages the Contractor to promote policies
and initiatives for its employees and other work personnel that decrease crashes by
distracted drivers, including policies that ban text messaging while driving motor vehicles
while performing work activities associated with the project. The Contractor must
include the substance of this clause in all sub -tier contracts exceeding $3,500 that
involve driving a motor vehicle in performance of work activities associated with the
project.
IV. PROVISIONS APPLICABLE TO CONSTRUCTION CONTRACTS
$10,000 AND GREATER
A. AFFIRMATIVE ACTION REQUIREMENT (applicable to contracts and
subcontracts exceeding $10,000 and including AIP-funded construction work.
"Construction work" means construction, rehabilitation, alteration, conversion, extension,
demolition or repair of buildings, highways, or other changes or improvements to real
property, including facilities providing utility services. The term also includes the
supervision, inspection, and other onsite functions incidental to the actual construction.)
1. The Offeror's or Bidder's attention is called to the "Equal Opportunity Clause" and the
"Standard Federal Equal Employment Opportunity Construction Contract Specifications"
set forth herein.
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2. The goals and timetables for minority and female participation, expressed in
percentage terms for the contractor's aggregate workforce in each trade on all
construction work in the covered area, are as follows:
Timetables
Goals for minority participation for each trade: 26.1 %
Goals for female participation in each trade: 6.9%
These goals are applicable to all of the contractor's construction work (whether or not it
is Federal or federally -assisted) performed in the covered area. If the contractor performs
construction work in a geographical area located outside of the covered area, it shall apply
the goals established for such geographical area where the work is actually performed.
With regard to this second area, the contractor also is subject to the goals for both its
federally involved and non -federally involved construction.
The Contractor's compliance with the Executive Order and the regulations in 41 CFR Part
60-4 shall be based on its implementation of the Equal Opportunity Clause, specific
affirmative action obligations required by the specifications set forth in 41 CFR 60-4.3(a),
and its efforts to meet the goals. The hours of minority and female employment and
training must be substantially uniform throughout the length of the contract, and in each
trade, and the contractor shall make a good faith effort to employ minorities and women
evenly on each of its projects. The transfer of minority or female employees or trainees
from Contractor to Contractor or from project to project for the sole purpose of meeting
the Contractor's goals shall be a violation of the contract, the Executive Order and the
regulations in 41 CFR Part 60-4. Compliance with the goals will be measured against the
total work hours performed.
3. The Contractor shall provide written notification to the Director of the Office of Federal
Contract Compliance Programs (OFCCP) within 10 working days of award of any
construction subcontract in excess of $10,000 at any tier for construction work under the
contract resulting from this solicitation. The notification shall list the name, address, and
telephone number of the subcontractor; employer identification number of the
subcontractor; estimated dollar amount of the subcontract; estimated starting and
completion dates of the subcontract; and the geographical area in which the subcontract
is to be performed.
4. As used in this notice and in the contract resulting from this solicitation, the "covered
area" is the State of California, County of Fresno, City of Fresno.
B. EQUAL EMPLOYMENT OPPORTUNITY (E.E.0) (applicable to construction
contracts, as defined in the Affirmative Action provision, over $10,000)
1. EQUAL OPPORTUNITY CLAUSE
During the performance of this contract, the contractor agrees as follows:
(1) The contractor will not discriminate against any employee or applicant for
employment because of race, color, religion, sex, or national origin. The contractor will
take affirmative action to ensure that applicants are employed, and that employees are
treated during employment without regard to their race, color, religion, sex, sexual
orientation, gender identify or national origin. Such action shall include, but not be limited
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to the following: employment, upgrading, demotion, or transfer; recruitment or
recruitment advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. The contractor
agrees to post in conspicuous places, available to employees and applicants for
employment, notices to be provided setting forth the provisions of this nondiscrimination
clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or
on behalf of the contractor, state that all qualified applicants will receive considerations
for employment without regard to race, color, religion, sex, or national origin.
(3) The contractor will send to each labor union or representative of workers with which
he has a collective bargaining agreement or other contract or understanding, a notice to
be provided advising the said labor union or workers' representatives of the contractor's
commitments under this section, and shall post copies of the notice in conspicuous
places available to employees and applicants for employment.
(4) The contractor will comply with all provisions of Executive Order 11246 of September
24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
(5) The contractor will furnish all information and reports required by Executive Order
11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of
Labor, or pursuant thereto, and will permit access to his books, records, and accounts
by the administering agency and the Secretary of Labor for purposes of investigation to
ascertain compliance with such rules, regulations, and orders.
(6) In the event of the contractor's noncompliance with the nondiscrimination clauses of
this contract or with any of the said rules, regulations, or orders, this contract may be
canceled, terminated, or suspended in whole or in part and the contractor may be
declared ineligible for further Government contracts or federally assisted construction
contracts in accordance with procedures authorized in Executive Order 11246 of
September 24, 1965, and such other sanctions may be imposed and remedies invoked
as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or
order of the Secretary of Labor, or as otherwise provided by law.
(7) The contractor will include the portion of the sentence immediately preceding
paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or
purchase order unless exempted by rules, regulations, or orders of the Secretary of
Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965,
so that such provisions will be binding upon each subcontractor or vendor. The
contractor will take such action with respect to any subcontract or purchase order as the
administering agency 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 vendor as
a result of such direction by the administering agency the contractor may request the
United States to enter into such litigation to protect the interests of the United States.
2. STANDARD FEDERAL EQUAL EMPLOYMENT OPPORTUNITY
CONSTRUCTION CONTRACT SPECIFICATIONS
1. As used in these specifications:
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a. "Covered area" means the geographical area described in the solicitation from
which this contract resulted;
b. "Director" means Director, Office of Federal Contract Compliance Programs
(OFCCP), U.S. Department of Labor, or any person to whom the Director
delegates authority;
c. "Employer identification number" means the Federal social security number used
on the Employer's Quarterly Federal Tax Return, U.S. Treasury Department Form
941;
d. "Minority" includes:
(1) Black (all) persons having origins in any of the Black African racial groups
not of Hispanic origin);
(2) Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central or South
American, or other Spanish culture or origin regardless of race);
(3) Asian and Pacific Islander (all persons having origins in any of the original
peoples of the Far East, Southeast Asia, the Indian Subcontinent, or the Pacific
Islands); and
(4) American Indian or Alaskan native (all persons having origins in any of the
original peoples of North America and maintaining identifiable tribal affiliations
through membership and participation or community identification).
2. Whenever the contractor, or any subcontractor at any tier, subcontracts a portion of
the work involving any construction trade, it shall physically include in each subcontract
in excess of $10,000 the provisions of these specifications and the Notice which contains
the applicable goals for minority and female participation and which is set forth in the
solicitations from which this contract resulted.
3. If the contractor is participating (pursuant to 41 CFR 60-4.5) in a Hometown Plan
approved by the U.S. Department of Labor in the covered area either individually or
through an association, its affirmative action obligations on all work in the Plan area
(including goals and timetables) shall be in accordance with that Plan for those trades
which have unions participating in the Plan. Contractors shall be able to demonstrate
their participation in and compliance with the provisions of any such Hometown Plan.
Each contractor or subcontractor participating in an approved plan is individually
required to comply with its obligations under the EEO clause and to make a good faith
effort to achieve each goal under the Plan in each trade in which it has employees. The
overall good faith performance by other contractors or subcontractors toward a goal in
an approved Plan does not excuse any covered contractor's or subcontractor's failure
to take good faith efforts to achieve the Plan goals and timetables.
4. The contractor shall implement the specific affirmative action standards provided in
paragraphs 7a through 7p of these specifications. The goals set forth in the solicitation
from which this contract resulted are expressed as percentages of the total hours of
employment and training of minority and female utilization the contractor should
reasonably be able to achieve in each construction trade in which it has employees in
the covered area. Covered construction contractors performing construction work in a
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geographical area where they do not have a Federal or federally assisted construction
contract shall apply the minority and female goals established for the geographical area
where the work is being performed. Goals are published periodically in the Federal
Register in notice form, and such notices may be obtained from any Office of Federal
Contract Compliance Programs office or from Federal procurement contracting officers.
The contractor is expected to make substantially uniform progress in meeting its goals
in each craft during the period specified.
5. Neither the provisions of any collective bargaining agreement nor the failure by a
union with whom the contractor has a collective bargaining agreement to refer either
minorities or women shall excuse the contractor's obligations under these specifications,
Executive Order 11246 or the regulations promulgated pursuant thereto.
6. In order for the non -working training hours of apprentices and trainees to be counted
in meeting the goals, such apprentices and trainees shall be employed by the contractor
during the training period and the contractor shall have made a commitment to employ
the apprentices and trainees at the completion of their training, subject to the availability
of employment opportunities. Trainees shall be trained pursuant to training programs
approved by the U.S. Department of Labor.
7. The contractor shall take specific affirmative actions to ensure equal employment
opportunity. The evaluation of the contractor's compliance with these specifications
shall be based upon its effort to achieve maximum results from its actions. The
contractor shall document these efforts fully and shall implement affirmative action steps
at least as extensive as the following:
a. Ensure and maintain a working environment free of harassment, intimidation, and
coercion at all sites, and in all facilities at which the contractor's employees are
assigned to work. The contractor, where possible, will assign two or more women
to each construction project. The contractor shall specifically ensure that all foremen,
superintendents, and other onsite supervisory personnel are aware of and carry out
the contractor's obligation to maintain such a working environment, with specific
attention to minority or female individuals working at such sites or in such facilities.
b. Establish and maintain a current list of minority and female recruitment sources,
provide written notification to minority and female recruitment sources and to
community organizations when the contractor or its unions have employment
opportunities available, and maintain a record of the organizations' responses.
c. Maintain a current file of the names, addresses, and telephone numbers of each
minority and female off -the -street applicant and minority or female referral from a
union, a recruitment source, or community organization and of what action was taken
with respect to each such individual. If such individual was sent to the union hiring
hall for referral and was not referred back to the contractor by the union or, if referred,
not employed by the contractor, this shall be documented in the file with the reason
therefore along with whatever additional actions the contractor may have taken.
d. Provide immediate written notification to the Director when the union or unions
with which the contractor has a collective bargaining agreement has not referred to
the contractor a minority person or female sent by the contractor, or when the
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contractor has other information that the union referral process has impeded the
contractor's efforts to meet its obligations.
e. Develop on-the-job training opportunities and/or participate in training programs
for the area which expressly include minorities and women, including upgrading
programs and apprenticeship and trainee programs relevant to the contractor's
employment needs, especially those programs funded or approved by the
Department of Labor. The contractor shall provide notice of these programs to the
sources compiled under 7b above.
f. Disseminate the contractor's EEO policy by providing notice of the policy to unions
and training programs and requesting their cooperation in assisting the contractor in
meeting its EEO obligations; by including it in any policy manual and collective
bargaining agreement; by publicizing it in the company newspaper, annual report,
etc.; by specific review of the policy with all management personnel and with all
minority and female employees at least once a year; and by posting the company
EEO policy on bulletin boards accessible to all employees at each location where
construction work is performed.
g. Review, at least annually, the company's EEO policy and affirmative action
obligations under these specifications with all employees having any responsibility
for hiring, assignment, layoff, termination, or other employment decisions including
specific review of these items with onsite supervisory personnel such a
superintendents, general foremen, etc., prior to the initiation of construction work at
any job site. A written record shall be made and maintained identifying the time and
place of these meetings, persons attending, subject matter discussed, and
disposition of the subject matter.
h. Disseminate the contractor's EEO policy externally by including it in any
advertising in the news media, specifically including minority and female news
media, and providing written notification to and discussing the contractor's EEO
policy with other contractors and subcontractors with whom the contractor does or
anticipates doing business.
i. Direct its recruitment efforts, both oral and written, to minority, female, and
community organizations, to schools with minority and female students; and to
minority and female recruitment and training organizations serving the contractor's
recruitment area and employment needs. Not later than one month prior to the date
for the acceptance of applications for apprenticeship or other training by any
recruitment source, the contractor shall send written notification to organizations,
such as the above, describing the openings, screening procedures, and tests to be
used in the selection process.
j. Encourage present minority and female employees to recruit other minority
persons and women and, where reasonable, provide after school, summer, and
vacation employment to minority and female youth both on the site and in other areas
of a contractor's workforce.
k. Validate all tests and other selection requirements where there is an obligation to
do so under 41 CFR Part 60-3.
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I. Conduct, at least annually, an inventory and evaluation at least of all minority and
female personnel, for promotional opportunities and encourage these employees to
seek or to prepare for, through appropriate training, etc., such opportunities.
m. Ensure that seniority practices, job classifications, work assignments, and other
personnel practices do not have a discriminatory effect by continually monitoring all
personnel and employment related activities to ensure that the EEO policy and the
contractor's obligations under these specifications are being carried out.
n. Ensure that all facilities and company activities are non -segregated except that
separate or single user toilet and necessary changing facilities shall be provided to
assure privacy between the sexes.
o. Document and maintain a record of all solicitations of offers for subcontracts from
minority and female construction contractors and suppliers, including circulation of
solicitations to minority and female contractor associations and other business
associations.
p. Conduct a review, at least annually, of all supervisor's adherence to and
performance under the contractor's EEO policies and affirmative action obligations.
8. Contractors are encouraged to participate in voluntary associations, which assist in
fulfilling one or more of their affirmative action obligations (7a through 7p). The efforts
of a contractor association, joint contractor union, contractor community, or other similar
groups of which the contractor is a member and participant, may be asserted as fulfilling
any one or more of its obligations under 7a through 7p of these specifications provided
that the contractor actively participates in the group, makes every effort to assure that
the group has a positive impact on the employment of minorities and women in the
industry, ensures that the concrete benefits of the program are reflected in the
contractor's minority and female workforce participation, makes a good faith effort to
meet its individual goals and timetables, and can provide access to documentation
which demonstrates the effectiveness of actions taken on behalf of the contractor. The
obligation to comply, however, is the contractor's and failure of such a group to fulfill an
obligation shall not be a defense for the contractor's noncompliance.
9. A single goal for minorities and a separate single goal for women have been
established. The contractor, however, is required to provide equal employment
opportunity and to take affirmative action for all minority groups, both male and female,
and all women, both minority and non -minority. Consequently, if the particular group is
employed in a substantially disparate manner (for example, even though the contractor
has achieved its goals for women generally,) the contractor may be in violation of the
Executive Order if a specific minority group of women is underutilized.
10. The contractor shall not use the goals and timetables or affirmative action standards
to discriminate against any person because of race, color, religion, sex, or national
origin.
11. The contractor shall not enter into any subcontract with any person or firm debarred
from Government contracts pursuant to Executive Order 11246.
12. The contractor shall carry out such sanctions and penalties for violation of these
specifications and of the Equal Opportunity Clause, including suspension, termination,
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and cancellation of existing subcontracts as may be imposed or ordered pursuant to
Executive Order 11246, as amended, and its implementing regulations, by the Office of
Federal Contract Compliance Programs. Any contractor who fails to carry out such
sanctions and penalties shall be in violation of these specifications and Executive Order
11246, as amended.
13. The contractor, in fulfilling its obligations under these specifications, shall implement
specific affirmative action steps, at least as extensive as those standards prescribed in
paragraph 7 of these specifications, so as to achieve maximum results from its efforts
to ensure equal employment opportunity. If the contractor fails to comply with the
requirements of the Executive Order, the implementing regulations, or these
specifications, the Director shall proceed in accordance with 41 CFR 60-4.8.
14. The contractor shall designate a responsible official to monitor all employment
related activity to ensure that the company EEO policy is being carried out, to submit
reports relating to the provisions hereof as may be required by the Government, and to
keep records. Records shall at least include for each employee, the name, address,
telephone number, construction trade, union affiliation if any, employee identification
number when assigned, social security number, race, sex, status (e.g., mechanic,
apprentice, trainee, helper, or laborer), dates of changes in status, hours worked per
week in the indicated trade, rate of pay, and locations at which the work was performed.
Records shall be maintained in an easily understandable and retrievable form; however,
to the degree that existing records satisfy this requirement, contractors shall not be
required to maintain separate records.
15. Nothing herein provided shall be construed as a limitation upon the application of
other laws which establish different standards of compliance or upon the application of
requirements for the hiring of local or other area residents (e.g., those under the Public
Works Employment Act of 1977 and the Community Development Block Grant
Program).
C. PROHIBITION OF SEGREGATED FACILITIES (applicable to contracts and
subcontracts exceeding $10,000 and including AIP-funded construction work.
"Construction work" means construction, rehabilitation, alteration, conversion, extension,
demolition or repair of buildings, highways, or other changes or improvements to real
property, including facilities providing utility services. The term also includes the
supervision, inspection, and other onsite functions incidental to the actual construction.)
(a) The Contractor agrees that it does not and will not maintain or provide for its
employees any segregated facilities at any of its establishments, and that it does
not and will not permit its employees to perform their services at any location
under its control where segregated facilities are maintained. The Contractor
agrees that a breach of this clause is a violation of the Equal Opportunity clause
in this contract.
(b) "Segregated facilities," as used in this clause, means any waiting rooms, work
areas, rest rooms and wash rooms, restaurants and other eating areas, time
clocks, locker rooms and other storage or dressing areas, parking lots, drinking
fountains, recreation or entertainment areas, transportation, and housing facilities
provided for employees, that are segregated by explicit directive or are in fact
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segregated on the basis of race, color, religion, sex, or national origin because of
written or oral policies or employee custom. The term does not include separate
or single -user rest rooms or necessary dressing or sleeping areas provided to
assure privacy between the sexes.
(c) The Contractor shall include this clause in every subcontract and purchase
order that is subject to the Equal Opportunity clause of this contract.
D. PROCUREMENT OF RECOVERED MATERIALS (applicable if an agreement
includes procurement of a product that exceeds $10,000)
Contractor and subcontractor agree to comply with Section 6002 of the Solid Waste
Disposal Act, as amended by the Resource Conservation and Recovery Act, and the
regulatory provisions of 40 CFR Part 247. In the performance of this contract and to the
extent practicable, the Contractor and subcontractors are to use of products containing
the highest percentage of recovered materials for items designated by the
Environmental Protection Agency (EPA) under 40 CFR Part 247 whenever:
c) The contract requires procurement of $10,000 or more of a designated item during
the fiscal year; or,
d) The contractor has procured $10,000 or more of a designated item using Federal
funding during the previous fiscal year.
The list of EPA -designated items is available at
www.epa,gov/epawaste/conserve/tools/cpg/products . Section 6002(c) establishes
exceptions to the preference for recovery of EPA -designated products if the contractor
can demonstrate the item is:
a) Not reasonably available within a timeframe providing for compliance with the
contract performance schedule;
b) Fails to meet reasonable contract performance requirements; or
c) Is only available at an unreasonable price.
E. TERMINATION OF CONTRACT
1. TERMINATION FOR CONVENIENCE
The Sponsor may, by written notice to the Contractor, terminate this Agreement for its
convenience and without cause or default on the part of Contractor. Upon receipt of the
notice of termination, except as explicitly directed by the Sponsor, the Contractor must
immediately discontinue all services affected.
Upon termination of the Agreement, the Contractor must deliver to the Sponsor all data,
surveys, models, drawings, specifications, reports, maps, photographs, estimates,
summaries, and other documents and materials prepared by the Engineer under this
contract, whether complete or partially complete.
Sponsor agrees to make just and equitable compensation to the Contractor for
satisfactory work completed up through the date the Contractor receives the termination
notice. Compensation will not include anticipated profit on non -performed services.
Sponsor further agrees to hold Contractor harmless for errors or omissions in
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documents that are incomplete as a result of the termination action under this clause.
2. TERMINATION FOR DEFAULT
Either party may terminate this Agreement for cause if the other party fails to fulfill its
obligations that are essential to the completion of the work per the terms and conditions
of the Agreement. The party initiating the termination action must allow the breaching
party an opportunity to dispute or cure the breach.
The terminating party must provide the breaching party [7] days advance written notice
of its intent to terminate the Agreement. The notice must specify the nature and extent
of the breach, the conditions necessary to cure the breach, and the effective date of the
termination action. The rights and remedies in this clause are in addition to any other
rights and remedies provided by law or under this agreement.
a) Termination by Sponsor: The Sponsor may terminate this Agreement in
whole or in part, for the failure of the Contractor to:
i) Perform the services within the time specified in this contract or by
Sponsor approved extension;
ii) Make adequate progress so as to endanger satisfactory performance of
the Project;
iii) Fulfill the obligations of the Agreement that are essential to the completion
of the Project.
Upon receipt of the notice of termination, the Contractor must immediately
discontinue all services affected unless the notice directs otherwise. Upon
termination of the Agreement, the Contractor must deliver to the Sponsor all data,
surveys, models, drawings, specifications, reports, maps, photographs, estimates,
summaries, and other documents and materials prepared by the Engineer under
this contract, whether complete or partially complete.
Sponsor agrees to make just and equitable compensation to the Contractor for
satisfactory work completed up through the date the Contractor receives the
termination notice. Compensation will not include anticipated profit on non -
performed services.
Sponsor further agrees to hold Contractor harmless for errors or omissions in
documents that are incomplete as a result of the termination action under this
clause.
If, after finalization of the termination action, the Sponsor determines the
Contractor was not in default of the Agreement, the rights and obligations of the
parties shall be the same as if the Sponsor issued the termination for the
convenience of the Sponsor.
b) Termination by Contractor: The Contractor may terminate this Agreement in
whole or in part, if the Sponsor:
i) Defaults on its obligations under this Agreement;
ii) Fails to make payment to the Contractor in accordance with the terms of this
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Uuuu JllJ.11 CIIvuluptl IL). '#UU/Yr 1rrM-VMCO-4:JOC-C 1'#J-u/ IVCCGVVI.r I.r�
Agreement;
iii) Suspends the Project for more than [180] days due to reasons beyond the
control of the Contractor.
Upon receipt of a notice of termination from the Contractor, Sponsor agrees to
cooperate with Contractor for the purpose of terminating the agreement or portion
thereof, by mutual consent. If Sponsor and Contractor cannot reach mutual
agreement on the termination settlement, the Contractor may, without prejudice to
any rights and remedies it may have, proceed with terminating all or parts of this
Agreement based upon the Sponsor's breach of the contract.
In the event of termination due to Sponsor breach, the Engineer is entitled to invoice
Sponsor and to receive full payment for all services performed or furnished in
accordance with this Agreement and all justified reimbursable expenses incurred by
the Contractor through the effective date of termination action. Sponsor agrees to
hold Contractor harmless for errors or omissions in documents that are incomplete
as a result of the termination action under this clause.
V. PROVISION APPLICABLE TO CONTRACTS
$25,000 AND GREATER
A. CERTIFICATIONS REGARDING DEBARMENT AND SUSPENSION
1. CERTIFICATE REGARDING DEBARMENT AND SUSPENSION (BIDDER OR
OFFEROR)
By submitting a bid/proposal under this solicitation, the bidder or offeror certifies that at
the time the bidder or offeror submits its proposal that neither it nor its principals are
presently debarred or suspended by any Federal department or agency from
participation in this transaction.
2. CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
(SUCCESSFUL BIDDER REGARDING LOWER TIER PARTICIPANTS)
The successful bidder, by administering each lower tier subcontract that exceeds $25,000
as a "covered transaction", must verify each lower tier participant of a "covered
transaction" under the project is not presently debarred or otherwise disqualified from
participation in this federally assisted project. The successful bidder will accomplish this
by:
1. Checking the System for Award Management at website: http://www.sam.gov
2. Collecting a certification statement similar to the Certificate Regarding Debarment
and Suspension (Bidder or Offeror), above.
3. Inserting a clause or condition in the covered transaction with the lower tier
contract
If the FAA later determines that a lower tier participant failed to tell a higher tier that it was
excluded or disqualified at the time it entered the covered transaction, the FAA may
pursue any available remedy, including suspension and debarment of the non -compliant
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participant.
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VVI.U01yJI CI IvuluyC IV. 1'+U-V/ IVCCLUI.I'l'�
Attachment A: CERTIFICATE OF BUY AMERICAN COMPLIANCE FOR
TOTAL FACILITY
(Buildings such as Terminal, SRE, ARFF, etc.)
As a matter of bid responsiveness, the bidder or offeror must complete, sign, date, and
submit this certification statement with their proposal. The bidder or offeror must indicate
how they intend to comply with 49 USC § 50101 by selecting one of the following
certification statements. These statements are mutually exclusive. Bidder must select
one or the other (i.e. not both) by inserting a checkmark (✓) or the letter "X".
❑ Bidder or offeror hereby certifies that it will comply with 49 USC. 50101 by:
a) Only installing steel and manufactured products produced in the United
States; or
b) Installing manufactured products for which the FAA has issued a waiver as
indicated by inclusion on the current FAA Nationwide Buy American
Waivers Issued listing; or
c) Installing products listed as an Excepted Article, Material or Supply in
Federal Acquisition Regulation Subpart 25.108.
By selecting this certification statement, the bidder or offeror agrees:
1. To provide to the Owner evidence that documents the source and origin
of the steel and manufactured product.
2. To faithfully comply with providing US domestic products
3. To refrain from seeking a waiver request after establishment of the
contract, unless extenuating circumstances emerge that the FAA
determines justified.
❑ The bidder or offeror hereby certifies it cannot comply with the 100% Buy
American Preferences of 49 USC § 50101 (a) but may qualify for either a Type 3
or Type 4 waiver under 49 USC § 50101(b). By selecting this certification
statement, the apparent bidder or offeror with the apparent low bid agrees:
1. To the submit to the Owner within 15 calendar days of the bid opening, a
formal waiver request and required documentation that support the type of
waiver being requested.
2. That failure to submit the required documentation within the specified
timeframe is cause for a non -responsive determination may results in
rejection of the proposal.
3. To faithfully comply with providing US domestic products at or above the
approved US domestic content percentage as approved by the FAA.
4. To furnish US domestic product for any waiver request that the FAA rejects.
5. To refrain from seeking a waiver request after establishment of the contract,
unless extenuating circumstances emerge that the FAA determines
justified.
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L/uuu Jlly. I CI IV CIupu IL/. NFU Ul1r l..rM-L/MCD-'#u0 C-D 1•FU-V/ I VCCLVI..I.rl'�
Required Documentation
Type 3 Waiver - The cost of components and subcomponents produced in the United
States is more that 60% of the cost of all components and subcomponents of the "facility".
The required documentation for a type 3 waiver is:
a) Listing of all manufactured products that are not comprised of 100% US
domestic content (Excludes products listed on the FAA Nationwide Buy
American Waivers Issued listing and products excluded by Federal Acquisition
Regulation Subpart 25.108; products of unknown origin must be considered as
non -domestic products in their entirety)
b) Cost of non -domestic components and subcomponents, excluding labor costs
associated with final assembly and installation at project location.
c) Percentage of non -domestic component and subcomponent cost as compared
to total "facility" component and subcomponent costs, excluding labor costs
associated with final assembly and installation at project location.
Type 4 Waiver — Total cost of project using US domestic source product exceeds the
total project cost using non -domestic product by 25%. The required documentation for a
type 4 of waiver is:
a) Detailed cost information for total project using US domestic product
b) Detailed cost information for total project using non -domestic product
False Statements: Per 49 USC § 47126, this certification concerns a matter within the
jurisdiction of the Federal Aviation Administration and the making of a false, fictitious or
fraudulent certification may render the maker subject to prosecution under Title 18,
United States Code.
Date
Signature
Company Name Title
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EXHIBIT D
uuwo IIyII CIIVCIUpt: IL). 4UUMrl'rM-UMCD-'tJ0C-D 11+:J-Ul IUCCGVVI�I,�
Attachment B: CERTIFICATE OF BUY AMERICAN COMPLIANCE FOR
MANUFACTURED PRODUCTS
(Non -building construction projects, equipment acquisition projects)
As a matter of bid responsiveness, the bidder or offeror must complete, sign, date, and
submit this certification statement with their proposal. The bidder or offeror must indicate
how they intend to comply with 49 USC § 50101 by selecting one on the following
certification statements. These statements are mutually exclusive. Bidder must select
one or the other (not both) by inserting a checkmark (✓) or the letter "X".
❑ Bidder or offeror hereby certifies that it will comply with 49 USC § 50101 by:
a) Only installing steel and manufactured products produced in the United States,
or;
b) Installing manufactured products for which the FAA has issued a waiver as
indicated by inclusion on the current FAA Nationwide Buy American Waivers
Issued listing, or;
c) Installing products listed as an Excepted Article, Material or Supply in Federal
Acquisition Regulation Subpart 25.108.
By selecting this certification statement, the bidder or offeror agrees:
1. To provide to the Owner evidence that documents the source and origin of the
steel and manufactured product.
2. To faithfully comply with providing US domestic product
3. To furnish US domestic product for any waiver request that the FAA rejects
4. To refrain from seeking a waiver request after establishment of the contract,
unless extenuating circumstances emerge that the FAA determines justified.
❑ The bidder or offeror hereby certifies it cannot comply with the 100% Buy American
Preferences of 49 USC § 50101 (a) but may qualify for either a Type 3 or Type 4
waiver under 49 USC § 50101(b). By selecting this certification statement, the
apparent bidder or offeror with the apparent low bid agrees:
To the submit to the Owner within 15 calendar days of the bid opening, a formal
waiver request and required documentation that support the type of waiver being
requested.
1. That failure to submit the required documentation within the specified
timeframe is cause for a non -responsive determination may result in rejection
of the proposal.
2. To faithfully comply with providing US domestic products at or above the
approved US domestic content percentage as approved by the FAA.
3. To refrain from seeking a waiver request after establishment of the contract,
unless extenuating circumstances emerge that the FAA determines justified.
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EXHIBIT D
VUUU01Y1I CImIlu t:IU.'?VUMrI�rM-IJMC�-'-FVOG-D
Required Documentation
Type 3 Waiver - The cost of the item components and subcomponents produced in the
United States is more that 60% of the cost of all components and subcomponents of the
"item". The required documentation for a type 3 waiver is:
a) Listing of all product components and subcomponents that are not comprised
of 100% US domestic content (Excludes products listed on the FAA Nationwide
Buy American Waivers Issued listing and products excluded by Federal
Acquisition Regulation Subpart 25.108; products of unknown origin must be
considered as non -domestic products in their entirety)
b) Cost of non -domestic components and subcomponents, excluding labor costs
associated with final assembly at place of manufacture.
c) Percentage of non -domestic component and subcomponent cost as compared
to total "item" component and subcomponent costs, excluding labor costs
associated with final assembly at place of manufacture.
Type 4 Waiver — Total cost of project using US domestic source product exceeds the
total project cost using non -domestic product by 25%. The required documentation for a
type 4 of waiver is:
a) Detailed cost information for total project using US domestic product
b) Detailed cost information for total proiect using non -domestic product
False Statements: Per 49 USC § 47126, this certification concerns a matter within the
jurisdiction of the Federal Aviation Administration and the making of a false, fictitious or
fraudulent certification may render the maker subject to prosecution under Title 18,
United States Code.
Date
Signature
Company Name Title
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EXHIBIT D