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Master Services Agreement - WH Pacific 2020.03.26
W HPa51frc A NIV15`00MRWY MASTER SERVICES AGREEMENT This Master Services Agreement (Agreement) is made by and between WHPacific an NV5 company (CONSULTANT) with an address at 9755 SW Barnes Road, Suite 300 Portland Oregon 97225 and with the City of McCall with an address at 216 East Park Street, McCall, Idaho 83638 (hereinafter referred to as CLIENT). This Agreement consists of the following documents, which are incorporated herein by reference: ■ Any and all subsequent Task Orders (per Attachment A) ■ FAA Provisions to be included with each Task Order with FAA funding. (per Attachment B) NOW,THEREFORE, in consideration of the mutual undertakings set forth below,the Parties agree as follows: 1. TASK ORDERS AND SCOPE OF SERVICES:This Agreement anticipates the execution of written Task Orders which set forth the services specified in CONSULTANT's Proposal and in each Task Order(the"Services").Each Task Order shall define the scope of Services to be performed, the location of CLIENT's project for providing such Services, the time period for performance, the agreed-upon fees, and additional provisions, if any, applicable to such Services. The Parties agree that this Agreement,the Services,and all Task Orders,shall be governed and controlled by the terms and conditions herein. a) If the scope of services includes Consultant's assistance in applying for governmental permits or approvals, Consultant's assistance shall not constitute a representation, warranty or guarantee that such permits or approvals will be acted upon favorably by any governmental agency. b) Client acknowledges that the design services performed pursuant to this Agreement are based upon field and other conditions existing at the time these services were performed. Client further acknowledges that field and other conditions may change by the time project construction occurs and clarification, adjustments, modifications and other changes may be necessary to reflect changed field or other conditions. Such clarifications, adjustments, modifications and other changes shall be paid for by Client as extra services. c) Client acknowledges all reports, plans, specifications, field data and notes and other documents, including all such documents on electronic media, prepared by Consultant are instruments of service, and shall remain the property of Consultant and may be used by Consultant without the consent of Client. Upon request and payment of all costs involved, Client is entitled to a copy of all final plans and specifications for use in connection with the project for which the plans and specifications have been prepared. Client acknowledges that its right to utilize final plans and specifications and the services of Consultant provided pursuant to this Agreement will continue only so long as Client is not in default, pursuant to the terms and conditions of this Agreement, and Client has performed all its obligations under this Agreement. In the event Client is in default of any of the terms and conditions of this Agreement, any license or right to utilize the instruments of service by Client, is automatically revoked. d) Client agrees not to use or permit any other person to use plans, specifications, drawings, cost estimates, reports or other documents prepared by Consultant which plans,specifications, drawings, cost estimates, reports or other documents are not final and which are not signed and stamped or sealed by Consultant. Client acknowledges that all documents on electronic files,or drawings, reports and data on any form of electronic media generated and furnished by the Consultant, are not final plans or documents. Client shall be responsible for any such use of all non-final plans,specifications, drawings, cost estimates, reports, electronic files or other documents not signed and stamped or sealed by Consultant.Client hereby waives any claim for liability against Consultant for such use.Client Page 1 of 9 Copyright©NV5 2017 W H P Rfrc NIVI5'OOMPANY agrees, to the extent permitted by law, to indemnify and hold harmless Consultant, its officers, directors,employees,and subconsultants against all damages,liabilities or costs,including reasonable attorneys' fees and defense costs, arising from a violation of this paragraph by Client. Client further agrees that final plans, specifications, drawings, cost estimates, reports or other documents are for the exclusive use of Client and may be used by Client only for the project described on page 1 of this Agreement and such use is subject to the terms and conditions of this Agreement. Such final plans, specifications, drawings, cost estimates, reports or other documents may not be changed or used on a different project without written authorization or approval by Consultant. If signed check prints are required to be submitted with a stamp or seal,they shall not be considered final for purposes of this paragraph. e) In accepting and utilizing any electronic files, or drawings, reports and data on any form of electronic media generated and furnished by Consultant("electronic files"),Client covenants and agrees that all such electronic files are instruments of service of Consultant, who shall be deemed the author, and shall retain all common law,statutory law and other rights, including copyrights. Client agrees not to use or reuse these electronic files, in whole or in part,for any purpose or project other than the project that is the subject of this Agreement. Client agrees not to make changes to or transfer these electronic files to others without the prior written consent of Consultant.Client further agrees to waive all claims against Consultant resulting in any way from any unauthorized changes, use or reuse of the electronic files for any other project by anyone other than Consultant. Client acknowledges that Client and Consultant have agreed on all hardware and software specifications that may be necessary for transmission of electronic files relevant to the project. Electronic files furnished by either party shall be subject to an acceptance period of fifteen (15) days during which the receiving party agrees to perform appropriate acceptance tests.The party furnishing the electronic file shall correct any discrepancies or errors detected and reported within the acceptance period. After the acceptance period the electronic files shall be deemed to be accepted and neither party shall have any obligation to correct errors or maintain electronic files. Electronic files, such as computer-aided drafting and design files, are not construction documents, and Consultant makes no representation as to their accuracy or completeness. Client is aware that differences may exist between the electronic files delivered and the printed hard copy construction documents. In the event of a conflict between the signed construction documents prepared by Consultant and electronic files,the signed and stamped or sealed hard copy construction documents, copies of which shall be kept by Consultant,shall govern. In addition,Client agrees,to the extent permitted by law,to indemnify and hold harmless Consultant, its officers,directors, employees and subconsultants against all damages, liabilities or costs, including reasonable attorneys'fees and defense costs,arising from any unauthorized changes made by anyone other than Consultant or from any use or reuse of the electronic files for any other project by anyone other than Consultant. Under no circumstances shall delivery of electronic files for use by Client be deemed a sale of a product by Consultant, and Consultant makes no warranties, either express or implied, of merchantability and fitness for any particular purpose. In no event shall Consultant be liable for indirect or consequential damages as a result of Client's use or reuse of the electronic files. f) Consultant makes no representations concerning soils or geological conditions unless specifically included in writing in this Agreement, or by amendments to this Agreement, and shall not be responsible for any liability Page 2 of 9 Copyright©NV5 2017 1WHPacific AN NIVIS COMPANY that may arise out of the making of or failure to make soils or geological surveys,subsurface soils or geological tests, or general soils or geological testing. g) If the scope of services requires Consultant to estimate quantities,such estimates are made on the basis of Consultant's experience and qualifications and represent Consultant's best judgment as a professional generally familiar with the industry. However,such estimates are only estimates and shall not constitute representations,warranties or guarantees of the quantities of the subject of the estimate. If the scope of services requires Consultant to provide its opinion of probable construction costs,such opinion is to be made on the basis of Consultant's experience and qualifications and represents Consultant's best judgment as to the probable construction costs. However, since Consultant has no control over costs or the price of labor, equipment or materials, or over the contractor's method of pricing,such opinions of probable construction costs do not constitute representations,warranties or guarantees of the accuracy of such opinions, as compared to bid or actual costs. h) In the event (1) Client agrees to, authorizes, or permits changes in the plans,specifications, documents, or electronic files prepared by Consultant,which changes are not consented to in writing by Consultant, or(2) Client agrees to, authorizes or permits construction of unauthorized changes in the plans,specifications, documents, or electronic files prepared by Consultant,which changes are not consented to in writing by Consultant, or(3) Client does not follow recommendations prepared by Consultant pursuant to this Agreement,which changed recommendations are not consented to in writing by Consultant: Client acknowledges that the unauthorized changes and their effects are not the responsibility of Consultant and Client agrees to release Consultant from all liability arising from the use of such changes, and further agrees, to the extent permitted by law,to defend, indemnify and hold harmless Consultant, its officers, directors, employees and subconsultants from and against all claims, demands, damages or costs, including attorneys' fees, arising from the unauthorized changes. i) Client agrees that in accordance with generally accepted construction practices,the construction contractor and construction subcontractors will be required to assume sole and complete responsibility forjob site conditions during the course of construction of the project, including safety of all persons and property, and that this requirement shall apply continuously and not be limited to normal working hours. Neither the professional activities of Consultant nor the presence of Consultant or his or her employees or subconsultants at a construction site shall relieve the contractor and its subcontractors of their obligations, duties and responsibilities including, but not limited to, construction means, methods, sequence,techniques or procedures necessary for performing,superintending or coordinating all portions of the work of construction in accordance with the contract documents and applicable health or safety requirements of any regulatory agency or of state law. j) Client agrees to require its contractor and subcontractors to review the plans, specifications and documents prepared by Consultant prior to the commencement of construction-phase work. If the contractor and/or subcontractors determine there are deficiencies, conflicts, errors, omissions, code violations, improper uses of materials, or other deficiencies in the plans,specifications and documents prepared by Consultant, contractors and subcontractors shall notify Client so those deficiencies may be corrected by Consultant prior to the commencement of construction-phase work. k) If during the construction phase of the project Client discovers or becomes aware of changed field or other conditions which necessitate clarifications, modifications or other changes to the plans,specifications, estimates or other documents prepared by Consultant, Client agrees to notify Consultant and retain Page 3 of 9 Copyright©NV5 2017 'VHPR ff AN,NIVIS_C,OMPAW Consultant to prepare the necessary changes or modifications before construction activities proceed. Further, Client agrees to require a provision in its construction contracts for the project which requires the contractor to promptly notify Client of any changed field or other conditions so that Client may in turn notify Consultant pursuant to the provisions of this paragraph. 1) Client agrees to purchase and maintain, or cause Contractor to purchase and maintain, during the course of construction, builder's risk"all risk" insurance which will name Consultant as an additional named insured as its interest may appear. m) Client acknowledges that Consultant's scope of services for this project does not include any services related in any way to asbestos and/or hazardous or toxic materials. Should Consultant or any other party encounter such materials on the job site, or should it in any other way become known that such materials are present or may be present on the job site or any adjacent or nearby areas which may affect Consultant's services, Consultant may, at its option,suspend or terminate work on the project until such time as Client retains a qualified contractor to abate and/or remove the asbestos and/or hazardous or toxic materials and warrant that the job site is free from any hazard which may result from the existence of such materials. 2. STANDARD OF CARE: CONSULTANT will perform its Services in a manner consistent with that level of care and skill ordinarily exercised by other members of CONSULTANT's profession practicing in the same locality, under similar conditions and at the date the services are provided. CLIENT is advised to carefully review any other pertinent limitations described in the Proposal or in the scope of Services.CLIENT agrees that Consultant shall not be responsible for the means, methods, procedures performance, site safety of the construction contractors or subcontractors, or for their errors or omissions. Parties agree that, before exercising any other remedy for any alleged breach by CONSULTANT of the standard of care hereunder, CLIENT will direct CONSULTANT in writing to re-perform any defective Services performed by CONSULTANT or its agents; CONSULTANT will not be liable for the quality, quantity, safety, or performance of work performed by others.CONSULTANT makes no other representation,guarantee,or warranty,express or implied, regarding the services, communication (oral or written), report, opinion,or instrument of service provided under this Agreement. 3. CONSULTANT'S RESPONSIBILITIES: CONSULTANT will perform the Services as an independent consultant/contractor and shall not act as an agent or employee of CLIENT. CONSULTANT shall be solely responsible for the conduct of its own employees and for any of its employees' compensation, benefits, contributions, and payroll taxes. CONSULTANT will, as directed by CLIENT or its agent (i) provide qualified staff to perform the Services specified in the Task Order; (ii) maintain records of Project site activities and costs for a period of three (3)years from completion of CONSULTANT's services; and (iii)work,to the extent reasonably possible, in coordination with CLIENT's employees, contractors, consultants and other site staff so as not to impede the progress of the Project. 4.TERM AND TERMINATION:The term of this Agreement shall commence on the date of execution of this Agreement, except as to Services authorized by CLIENT and performed by CONSULTANT prior to execution of this Agreement,and shall continue in effect for a period of one year or until renewed or terminated by either party as provided herein. Either party may terminate this Agreement or any Task Order at any time, with or without cause, by providing not less than ten (10) days advance written notice to the other party. Notwithstanding the termination of this Agreement,this Agreement will survive as to any and all Task Orders signed by both Parties prior to the Agreement's effective termination date,and until all of the rights and obligations of both Parties hereunder have been fulfilled. CLIENT shall compensate CONSULTANT for all Services performed hereunder through the date of any termination and for all reasonable costs and expenses incurred Page 4 of 9 Copyright©NV5 2017 W H P Rd frc AN 015`tomw by CONSULTANT in effecting the termination, including, without limitation, non-cancelable commitments, fixed cost components, and other demobilization costs. 5. COMPENSATION: CONSULTANT may be compensated for its Services either on a time-and-materials or fixed-price (lump sum) basis or any other method as mutually agreed upon and as specified in each Task Order. CLIENT agrees to provide any invoice format and contents requirements to CONSULTANT in advance of signing this Agreement. Additional charges may apply to any contracting or invoicing specifications outside of CONSULTANT's standard procedures. CLIENT understands that time-and-materials pricing should be construed as an estimate only and that true costs may be higher or lower, depending on actual circumstances. If a Task Order is to be performed on a time-and-materials basis, CONSULTANT shall be reimbursed for all hours worked and other costs incurred at the rates and terms set forth in its then current fee schedule. CONSULTANT shall submit its invoices for Services rendered to CLIENT monthly. The terms of payment are net thirty (30) days from date of invoice, with a one and one-half percent (1.5%) per month service charge on balances past due. Interest on amounts that are past due shall be computed from the initial date of invoice. CONSULTANT may suspend performance of Services under this Agreement until CONSULTANT has been paid in full for all balances past due, including applicable service charges. CONSULTANT shall be entitled to recover all its attorney's fees and costs resulting from its efforts to secure or collect payment from Client. CONSULTANT shall be entitled to withhold any work product, deliverables, or services if it is not paid by Client. 6. INSURANCE: CONSULTANT currently carries Worker's Compensation, Commercial General Liability, and Automobile Liability Insurance for bodily injury and property damage. In addition, CONSULTANT carries Professional Liability and Pollution Prevention insurance coverage. CONSULTANTshall not(1) post a bond, (2) insure,or(3)indemnify Client against losses caused from the acts or omissions of other Contractors or Subcontractors that are not under contract to perform work for Consultant. Client shall require other Contractors and Subcontractors to carry adequate insurance coverage and any performance for Client to insure and indemnify Consultant against claims for damages and to insure compliance or work performance and materials with Project requirements. Client also agrees to make Consultant an additional insured under any general contractor's general liability insurance policy. 7. CHANGES: CLIENT or CONSULTANT may request changes to the scope of Services by altering, adding to, or deleting from the Services. Both Parties agree to negotiate in good faith to determine changes in scope, any needed equitable adjustment to the price and time for performance of the affected Task Order, and to execute an amended Task Order. Should the total cost of CONSULTANT's performance under a Task Order be greater than the estimated amount, CONSULTANT will notify CLIENT. Failure by both parties to renegotiate in good faith the terms and conditions of any Task Order may result in suspension of work without penalties, and termination of this Agreement by CONSULTANT. 8. FORCE MAJEURE: If the performance of Services by CONSULTANT is affected by causes beyond its reasonable control, Force Majeure shall result. Force Majeure includes acts of God; acts of a legislative, administrative, orjudicial entity; acts of CLIENT's separate contractors and consultants;war;fires;floods; labor disturbances; and unanticipated weather. 9. INSTRUMENTS OF SERVICE:All reports, drawings, plans, or other documents (or copies)furnished to CONSULTANT by the CLIENT, shall, at CLIENT's written request, be returned upon completion of the Services; provided, however, that CONSULTANT may retain one (1) copy of all such documents for record keeping purposes. All reports, drawings, plans, documents,software,source code, object code,field notes and work product(or copies thereof) in any form prepared or furnished by CONSULTANT pursuant to this Agreement are instruments of service. Exclusive ownership,copyright and title to all such instruments of service shall remain with CONSULTANT. The opinions and other information prepared or Page 5 of 9 Copyright©NV5 2017 'NUR f c AN NIV15 COMPANY furnished by CONSULTANT under this Agreement, including, without limitation, its instruments of service, are not intended to inform,guide, or otherwise influence any entities or persons other than CLIENT with respect to any particular business transactions and should not be relied upon by any entities or persons other than CLIENT for any purpose. Any requests bythird parties for reliance upon the Instruments of Service will be subjectto advance approval at CONSULTANT's sole discretion and subject to the terms of CONSULTANT's then effective policy, which governs additional fees and limitations related thereto. CONSULTANT will not be responsible for damages resulting from any unauthorized use by CLIENT or others of the instruments of service furnished by CONSULTANT under this Agreement. 10. CLIENT'S RESPONSIBILITIES: CLIENT agrees to (i) convey and discuss with CONSULTANT all available material, data, and information pertaining to the Services, including,without limitation,the composition,quantity,toxicity,or potentially hazardous properties of any material known or believed to be present at any site, any hazards that may be present, the nature and location of underground or otherwise not readily apparent utilities, summaries and assessments of the site's past and present compliance status, and the status of any filed or pending judicial or administrative action concerning the site or Project; (ii) ensure the cooperation of CLIENT's employees and separate contractors and consultants; and (iii) be solely responsible for determining whetherthe Project is subject to prevailing wage regulations and to notify CONSULTANT of such determination in advance of its proposal. 11. ALLOCATION OF RISK. Neither party shall be responsible to the other for penal damages incurred by either CONSULTANT or CLIENT or for which either party may be liable to any third party. The indemnity obligations and the limitation of liability established below shall survive the expiration or termination of this Agreement. (a) Indemnification of CLIENT. Subject to the provisions and Limitation of Liability of this Agreement, CONSULTANT agrees to indemnify and hold harmless CLIENT, its shareholders, officers directors, employees, and agents from and against any claims,suits,damages, expenses, including reasonable attorneys'fees,or other losses(collectively"Losses")to the extent caused by CONSULTANT's negligent performance of Services under this Agreement. (b) Indemnification of CONSULTANT. To the .extent permitted by Idaho law, client will indemnify and hold harmless CONSULTANT, its shareholders, officers, directors, employees, and agents from and against Losses to the extent caused by the negligence of Client, its employees, agents, and contractors. CLIENT'S obligation to indemnify shall include any Losses, resulting from (1) a subsequent determination that the Project is subject to prevailing wage regulations, and (2) Losses arising from the existence, disposal, release, discharge, treatment or transportation of Hazardous Materials, the exposure of any person to, or any degradation of the environment due to Hazardous Materials. 12. NO CONTROL OF MEANS AND METHODS OF OTHERS: Unless specifically contained within CONSULTANT's scope of services (CONSULTANT Proposal and Prime Contract), CONSULTANT will not have control over or charge of, nor be responsible for the engineering and/or any other analyses and/or construction means, methods,techniques,sequences, or procedures, or for the safety precautions and programs of CLIENT's separate consultants and/or contractors in connection with the Project. CONSULTANT's services do not include managing any job site safety obligations required by the project or being responsible for same. 13. SAFETY.CONSULTANT's responsibility for the safety on site shall be limited to its own personnel and its subcontractor and any other persons who are directly involved with CONSULTANT's work on site. This shall not be construed to relieve Client or any of its contractors from their responsibilities for maintaining a safe jobsite. Neither the professional activities of CONSULTANT, nor the presence of CONSULTANT's employees and its subcontractors shall be construed to imply CONSULTANT has any responsibility for any activities on site performed by personnel other than employees or Page 6 of 9 Copyright©NV5 2017 WHPRdfc ANNIV15 CoMpAw subcontractors. Additionally, CONSULTANT shall, if so requested, reasonably comply with the requirements of any applicable health and safety plan provided by the Client. 14. SITE ACCESS AND CONDITIONS: CLIENT shall, as may be required by CONSULTANT for the successful and timely completion of Services: (i) provide unimpeded and timely access to the site, including third party sites, if required; (ii) provide an adequate area for CONSULTANT's site office facilities, equipment storage, and parking; (iii) furnish all construction utilities and utility releases necessary for the performance of the Services; and (iv) obtain Project-specific permits and licenses necessary for the performance of the Services. As required to effectuate such access, CLIENT will notify all owners, lessees, contractors, subcontractors, and other possessors of the Project site that CONSULTANT must be allowed free access to the site. While CONSULTANT agrees to take reasonable precautions to minimize damage to the site, CLIENT understands that, in the normal course of performing the Services, some damage may occur, and further understands that CONSULTANT is not responsible for the correction of any such damage unless so specified in the Proposal.CLIENT is responsible forthe accuracy of locations for all subterranean structures and utilities. CONSUTLANT will take reasonable precautions to avoid known subterranean structures and utilities, and CLIENT waives any claim against CONSULTANT, and agrees to defend, indemnify, and hold CONSULTANT harmless from any claim or liability for injury or loss of any party, including costs of defense, arising from damage done to subterranean structures and utilities not identified or accurately located. In addition, CLIENT agrees to compensate CONSULTANT for any time spent or expenses incurred by CONSUTLANT in defense of any such claim with compensation to be based upon CONSULTANT's fee schedule. 15. ASSIGNMENT AND SUBCONTRACTING: This Agreement does not create any right or benefit to anyone other than CLIENT and CONSULTANT and shall not be assigned by either party without the prior written approval of the other party. CONSULTANT, however, may elect to subcontract portions of the Services to qualified subcontractor(s). 16.DISPUTES. Upon written request by either party to this Agreement for mediation of any dispute,CLIENT and Consultant shall select a neutral mediator by mutual agreement. Such selection shall be made within ten (10) calendar days of the date of receipt by the other party of the written request for mediation. In the event of failure to reach such agreement or in any instance when the selected mediator is unable or unwilling to serve and a replacement mediator cannot be agreed upon by CLIENT and Consultant within ten (10) calendar days, a mediator shall be chosen as specified in the Mediation Rules of the American Arbitration Association then in effect, or any other appropriate rules upon which the parties may agree. 17.WAIVER OF TERMS AND CONDITIONS:The failure of either Party in any one or more instances to enforce one or more of the terms or conditions of this Agreement, or to exercise any right or privilege in this Agreement, or the waiver of any breach of the terms or conditions of this Agreement shall not be construed as thereafter waiving any such terms, conditions, rights, or privileges,and the same shall continue and remain in force and effect as if no such waiver occurred. 18. CONFLICTS. Should any element of the Terms and Conditions deemed in conflict with any element of the proposal/contract,unless the proposal/contract clearly voids the conflicting element in the Terms and Conditions,wording of the Terms and Conditions shall govern. Any element of this agreement later held to violate a law or regulation shall be deemed void, but all remaining provisions shall continue in force. The Terms and Conditions set forth herein shall survive the termination of this contract. No action maybe brought against CONSULTANT arising from the performance of services under this contract,whether for breach of contract,tort or otherwise, unless CONSULTANT shall have received within six months (6) months after completion of services under this contract a written notice specifying the alleged defects in CONSULTANT performance or other breach. Page 7 of 9 Copyright©NV5 2017 W H P fd f AN fJIVI5 COMPANY Conditions, wording of the Terms and Conditions shall govern. Any element of this agreement later held to violate a law or regulation shall be deemed void, but all remaining provisions shall continue in force. The Terms and Conditions set forth herein shall survive the termination of this contract. No action may be brought against CONSULTANT arising from the performance of services under this.contract, whether for breach of contract, tort or otherwise, unless CONSULTANT shall have received within six months (6) months after completion of services under this contract a written notice specifying the alleged defects in CONSULTANT performance or other breach. 19. SEVERABILITY: Every term or condition of this Agreement is severable from the others. If particular term or provision is adjudicated to be invalid,void,or unenforceable,this Agreement has been made with the clear intention that the validity and enforceability of the remaining parts,terms, and provisions shall . not be affected thereby. 20. GOVERNING LAW:This Agreement shall be governed and construed in accordance with the laws of the State of Idaho. 21. ENTIRE AGREEMENT:The terms and conditions set forth herein,including any associated Task Orders, constitute the entire understanding and agreement of both Parties with respect to the Services. Any amendment or revision to this Agreement shall be in writing and signed by an authorized representative from each party. In witness whereof, CLIENT and CONSULTANT have caused this Agreement to be executed by their respective duly authorized representatives as of this 26 day of March , 2020. CLIENT: NV5, Inc.: Signature: Signature. Print Name: Robert S. Giles Print Name: Mark Nelson Title: Mayor Title: Director of Aviation 216 East Park Street Address: Address:9755 SW Barnes Rd Ste 300 Portland OR 97225 Date: March 26,2020 Date:_March 11,2020 i Page 9 of 9 WHR-1frc AN III Y 15 COMPANY Attachment A—TASK ORDER#001 TASK ORDER NUMBER: 001 CLIENT NAME: City of McCall PROJECT NAME: IFE for Airport Master Plan CONTACT/ATTN: Richard Stein Update Airport Manager PROJECT NUMBER: ADDRESS: 216 East Palk Street, DATE: 3/3/20 CITY,STATE,ZIP: McCall, Idaho 83638 This Task Order#001 is being issued pursuant to the Master Services Agreement between City of McCall("Client"), and NV5 Inc., dated March 3, 2020 for Work being performed said Agreement. This.Task Order#001 incorporates all the terms and conditions of the Agreement,with all terms and conditions stated in the Agreement remaining in full force and effect. RECITALS A. Client and NV5 desire to issue a task order under the Agreement. B. In consideration of the mutual promises set out in the Agreement, and other good and valuable consideration,the receipt and sufficiency of which is acknowledged,the Client and WHPacific agree to be bound by the terms of this Task Order#001. AGREEMENT SCOPE OF SERVICES:See attached Task Order#001 scope of services dated March 11,2020 FEE FOR SERVICES:Lump sum$4,500.00 DELIVERABLES: Please note that Consultant reserves the right to withhold all reports or deliverables until such time as it receives this signed task order and any payments due and owing to Consultant. CLIENT acknowledges that they have reviewed the foregoing,and any documents referenced herein. AUTHORIZED CLIENT SIGNATURE AUTHORIZED NV5 SIGNATURE Robert S. Giles,Mayor Mark Nelson.Director of Aviation PRINT NAME&TITLE PRINT NAME&TITLE Page 1 of 1 WHPacific IFE Scope of Work March 3, 2020 WHPacific, Inc. Independent Fee Estimate (IFE) for City of McCall Project: Master Plan Update for McCall Municipal Airport (MYL) INTRODUCTION Professional services will be provided by WHPacific,Inc.to the City of McCall by providing an independent fee estimate(IFE) as required by FAA in accordance with Architectural,Engineering,and Planning Consultant Services for Airport Grant Projects for the above project. Scope of Work Services to be Addressed in the /FE The consultant will provide professional airport planning services to prepare an airport master plan update and accompanying Airport Layout Plan(ALP) in accordance with current Federal regulations, policy and FAA Advisory Circulars(ACs) The airport planning services will include the following elements: 1. Project Formulation Phase 2. Project Management 3. Element 1 -Public Involvement 4. Element 2—Executive Summary 5. Element 3—Existing Conditions 6. Element 4—Environmental Considerations 7. Element 5—Aviation Demand Forecasts 8. Element 6-Facility Requirements 9. Element 7—Development Alternatives 10. Element 8—Airport Layout Plan 11. Element 9—Facilities Implementation and Financial Feasibility Analysis 12. Element 10—Compliance Overview,Land Use Compatibility and Sustainability 13. Element 11 —Aerial Imagery and Ground Survey 14. Element 12—References, Glossary and Appendices 15. Approval of Documents 16. Deliverables 17. Aerial and Ground Survey NOTE: See Airport Consultant Scope of Work and IFE worksheet for more details. IFE Proposal Master Plan Update for McCall Municipal Airport (MYL) Independent Fee Evaluation The approach to the cost opinion development will be based on review of the scope of work for the project identified above. The services will include review of the scope of work,the collection of data and cost information from subconsultants, and review of the drawing. ❖ Task 1: Project Administration (Review IFE, Invoice,records, communication etc.) ❖ Task 2: Review consultant scope of work. ❖ Task 4: Prepare draft IFE cost summary and document. Submit to City for review. ❖ Task 5: Incorporate comments/review meeting. ❖ Task 6: Submit final IFE document for City's use. Assumptions; ❖ City of McCall shall provide: • Scope of Work with all major elements of work • Consultant scope of work • Subconsultant scopes of work • (to be listed) • Blank Excel Fee worksheet setup to reflect project scope of work outline and task items. ❖ Item 17 Aerial and Ground Survey is covered with an allowance of$100,000. No IFE will be provided. PROJECT SCHEDULE ❖ Preliminary report preparation: Approximately 5 days after notice to proceed. Preliminary report time dependent upon response from subconsultants. ❖ Final report completion 3 days after review comments. PROJECT FEE The lump sum fee amount proposed by WHPacific for specified services rendered under the above IFE Scope of Work for the Master Plan Update is$4,500.00 (End Scope of Work) Page 2 Attachment B o��pL AV�gr/ F A A • Airports �a o �NlSTE�p� FAA REQUIRED CONTRACT PROVISIONS Al ACCESS TO RECORDS AND REPORTS.............................................................................................2 A2 AFFIRMATIVE ACTION REQUIREMENT..........................................................................................2 A3 BREACH OF CONTRACT TERMS.....................................................................................................3 A4 BUY AMERICAN PREFERENCE (Not Used).....................................................................................3 A5CIVIL RIGHTS-GENERAL...............................................................................................................3 A6 CIVIL RIGHTS—TITLE VI ASSURANCE.............................................................................................3 A7 CLEAN AIR AND WATER POLLUTION CONTROL............................................................................5 A8 CONTRACT WORKHOURS AND SAFETY STANDARDS ACT REQUIREMENTS..................................6 A9 COPELAND "ANTI-KICKBACK"ACT(Not Used)..............................................................................6 A10 DAVIS-BACON REQUIREMENTS.................................................................................................7 All DEBARMENT AND SUSPENSION..............................................................................................12 Al2 DISADVANTAGED BUSINESS ENTERPRISE...............................................................................13 A13 DISTRACTED DRIVING .............................................................................................................13 A14 ENERGY CONSERVATION REQUIREMENTS.............................................................................14 A15 DRUG FREE WORKPLACE REQUIREMENTS (Not Used)...........................................................14 A16 EQUAL EMPLOYEMENT OPPORTUNITY(EEO).........................................................................14 A17 FEDERAL FAIR LABOR STANDARDS ACT(FEDERAL MINIMUM WAGE)...................................19 A18 LOBBYING AND INFLUENCING FEDERAL EMPLOYEES.............................................................20 A19 PROHIBITION of SEGREGATED FACILITIES...............................................................................21 A20 OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970..............................................................21 A21 PROCUREMENT OF RECOVERED MATERIALS (Not Used).......................................................21 A22 RIGHT TO INVENTIONS (Not Used).........................................................................................21 A23SEISMIC SAFETY.......................................................................................................................21 A24 TAX DELINQUENCY AND FELONY CONVICTIONS ....................................................................22 A25 TERMINATION OF CONTRACT.................................................................................................22 A26 TRADE RESTRICTION CERTIFICATION......................................................................................24 A27 VETERAN'S PREFERENCE.........................................................................................................25 Issued on June 19, 2018 Page 1 Al ACCESS TO RECORDS AND REPORTS ACCESS TO RECORDS AND REPORTS The Contractor must maintain an acceptable cost accounting system. The Contractor agrees to provide the Owner,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. A2 AFFIRMATIVE ACTION REQUIREMENT NOTICE OF REQUIREMENT FOR AFFIRMATIVE ACTION to ENSURE EQUAL EMPLOYMENT OPPORTUNITY 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. 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: N/A 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 Issued on June 19, 2018 Page 2 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 Richland, Benton County, Washington A3 BREACH OF CONTRACT TERMS BREACH OF CONTRACT TERMS Any violation or breach of terms of this contract on the part of the Consultant 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 Consultant written notice that describes the nature of the breach and corrective actions the Consultant must undertake in order to avoid termination of the contract. Owner reserves the right to withhold payments to Consultant 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 Consultant must correct the breach. Owner may proceed with termination of the contract if the Consultant 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. A4 BUY AMERICAN PREFERENCE (Not Used) A5 CIVIL RIGHTS - GENERAL GENERAL CIVIL RIGHTS PROVISIONS The Contractor agrees to 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 disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision binds the Contractor and subcontractors from the bid solicitation period through the completion of the contract. This provision is in addition to that required by Title VI of the Civil Rights. A6 CIVIL RIGHTS — TITLE VI ASSURANCE Compliance with Nondiscrimination Requirements: During the performance of this contract,the Contractor,for itself, its assignees, and successors in interest(hereinafter referred to as the"Contractor"), agrees as follows: 1. 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. Issued on June 19, 2018 Page 3 2. Nondiscrimination: 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 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 Contractor will 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. 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: • Title VI of the Civil Rights Act of 1964(42 USC § 2000d et seq.,78 stat. 252)(prohibits discrimination on the basis of race, color, national origin); • 49 CFR part 21 (Non-discrimination in Federally-assisted programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964); Issued on June 19, 2018 Page 4 • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC § 460 1)(prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); • Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended(prohibits discrimination on the basis of disability); and 49 CFR part 27; • The Age Discrimination Act of 1975, as amended(42 USC § 6101 et seq.) (prohibits discrimination on the basis of age); • 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); • 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); • Titles 11 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 USC §§ 12131 —12189) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38; • The Federal Aviation Administration's Nondiscrimination statute(49 USC §47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations,which ensures nondiscrimination 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; • 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); • Title IX of the Education Amendments of 1972, as amended,which prohibits you from discriminating because of sex in education programs or activities(20 USC 1681 et seq) A7 CLEAN AIR AND WATER POLLUTION CONTROL CLEAN AIR ANIS WATER POLLUTION CONTROL Contractor agrees to comply with all applicable standards, orders, and regulations issued pursuant to the Clean Air Act(42 USC § 740-7671q) 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. Issued on June 19, 2018 Page 5 A8 CONTRACT WORKHOURS AND SAFETY STANDARDS ACT REQUIREMENTS 1. Overtime Requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic, including watchmen and guards, in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. 2. Violation;Liability for Unpaid Wages;Liquidated Damages. In the event of any violation of the clause set forth in paragraph(1)of this clause,the Contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States(in the case of work done under contract for the District of Columbia or a territory,to such District or to such territory),for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph(1) of this clause, in the sum of$10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph(1)of this clause. 3. Withholding for Unpaid Wages and Liquidated Damages. The Federal Aviation Administration(FAA) or the Owner 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 any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph(2) of this clause. 4. Subcontractors. The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs(1) through(4) and also a clause requiring the subcontractor to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1)through(4)of this clause. A9 COPELAND "ANTI-KICKBACK" ACT (Not Used) Issued on June 19, 2018 Page 6 A10 DAVIS-BACON REQUIREMENTS 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 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; (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,DC 20210. The Administrator, or an authorized representative,will approve,modify, or disapprove every additional classification action Issued on June 19, 2018 Page 7 within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-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 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-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 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 Issued on June 19, 2018 Page 8 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 that 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 that 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 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 www.dol.govlwhdlfor7nslwh347instr.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)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) 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; Issued on June 19, 2018 Page 9 (3)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 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 logality 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 Issued on June 19, 2018 Page 10 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 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 that 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. Issued on June 19, 2018 Page 11 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. 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 USC All DEBARMENT AND SUSPENSION A11.1.1 Bidder or Offeror Certification 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. A11.1.2 Lower Tier Contract Certification CERTIFICATION OF LOWER TIER CONTRACTORS REGARDING DEBARMENT 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 Certification of Offeror/Bidder Regarding Debarment, above. 3. Inserting a clause or condition in the covered transaction with the lower tier contract. Issued on June 19, 2018 Page 12 If the Federal Aviation Administration later determines that a lower tier participant failed to disclose to a higher tier participant that it was excluded or disqualified at the time it entered the covered transaction, the FAA may pursue any available remedies, including suspension and debarment of the non-compliant participant Al2 DISADVANTAGED BUSINESS ENTERPRISE Contract Assurance(§26.13)— The Contractor or subcontractor shall not discriminate on the basis of race, color,national origin, or sex 1 in the performance of this contract. The Contractor shall carry out applicable requirements of 49 CFR part 26 in the award and administration of Department of Transportation-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 Owner deems appropriate,which may include, but is not limited to: 1) Withholding monthly progress payments; 2) Assessing sanctions; 3) Liquidated damages; and/or 4) Disqualifying the Contractor from future bidding as non-responsible. Prompt Payment(§26.29)—The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 10 days from the receipt of each payment the prime contractor receives from Port of Benton. The prime contractor agrees further to return 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 Port of Benton. This clause applies to both DBE and non-DBE subcontractors A13 DISTRACTED DRIVING 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. Issued on June 19, 2018 Page 13 A14 ENERGY CONSERVATION REQUIREMENTS ENERGY CONSERVATION REQUIREMENTS Contractor and Subcontractor 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 USC 6201 et seq). A15 DRUG FREE WORKPLACE REQUIREMENTS (Not Used) A16 EQUAL EMPLOYEMENT OPPORTUNITY (EEO) 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 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 it 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 Issued on June 19, 2018 Page 14 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. STANDARD FEDERAL EQUAL EMPLOYMENT OPPORTUNITY CONSTRUCTION CONTRACT SPECIFICATIONS 1.As used in these specifications: 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 part 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 Issued on June 19, 2018 Page 15 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 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. Issued on June 19, 2018 Page 16 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 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 supervisoiy personnel such 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. Issued on June 19, 2018 Page 17 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. 1. 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. in.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. Issued on June 19, 2018 Page 18 12. The Contractor shall carry out such sanctions and penalties for violation of these specifications and of the Equal Opportunity Clause, including suspension,termination, 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 part 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). A17 FEDERAL FAIR LABOR STANDARDS ACT (FEDERAL MINIMUM WAGE) All contracts and subcontracts that result 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. The Consultant has full responsibility to monitor compliance to the referenced statute or regulation. The Consultant must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor—Wage and Hour Division. Issued on June 19, 2018 Page 19 A18 LOBBYING AND INFLUENCING FEDERAL EMPLOYEES 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 finds 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 Issued on June 19, 2018 Page 20 A19 PROHIBITION of SEGREGATED FACILITIES PROHIBITION OF SEGREGATED FACILITIES (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 Employment 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 segregated on the basis of race, color,religion, sex, or national origin because of written or oral policies or employee custom. The teen 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 Employment Opportunity clause of this contract. A20 OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970 All contracts and subcontracts that result from this solicitation incorporate by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. The employer must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee. The employer 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). The employer 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 A21 PROCUREMENT OF RECOVERED MATERIALS (Not Used) A22 RIGHT TO INVENTIONS (Not Used) A23 SEISMIC SAFETY SEISMIC SAFETY In the performance of design services,the Consultant agrees to furnish a building design and associated construction specification that conform to a building code standard that 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 the design services,the Consultant agrees to furnish the Owner 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. Issued on June 19, 2018 Page 21 A24 TAX DELINQUENCY AND FELONY CONVICTIONS CERTIFICATION OF OFFERER/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 agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification in all lower tier subcontracts. Certifications 1) The applicant represents that it is ( ) is not(X) 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. 2) The applicant represents that it is ( )is not(X) 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 A25 TERMINATION OF CONTRACT TERMINATION FOR CONVENIENCE(PROFESSIONAL SERVICES) The Owner may,by written notice to the Consultant,terminate this Agreement for its convenience and without cause or default on the part of Consultant. Upon receipt of the notice of termination,except as explicitly directed by the Owner,the Contractor must immediately discontinue all services affected. Issued on June 19, 2018 Page 22 Upon termination of the Agreement,the Consultant must deliver to the Owner 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. Owner agrees to make just and equitable compensation to the Consultant for satisfactory work completed up through the date the Consultant receives the termination notice. Compensation will not include anticipated profit on non-performed services. Owner further agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. TERMINATION FOR DEFAULT(PROFESSIONAL SERVICES) 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 Owner: The Owner may terminate this Agreement in whole or in part,for the failure of the Consultant to: 1. Perform the services within the time specified in this contract or by Owner approved extension; 2. Make adequate progress so as to endanger satisfactory performance of the Project; or 3. Fulfill the obligations of the Agreement that are essential to the completion of the Project. Upon receipt of the notice of termination,the Consultant must immediately discontinue all services affected unless the notice directs otherwise. Upon termination of the Agreement,the Consultant must deliver to the Owner 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. Owner agrees to make just and equitable compensation to the Consultant for satisfactory work completed up through the date the Consultant receives the termination notice. Compensation will not include anticipated profit on non-performed services. Owner further agrees to hold Consultant 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 Owner determines the Consultant was not in default of the Agreement,the rights and obligations of the parties shall be the same as if the Owner issued the termination for the convenience of the Owner. b) Termination by Consultant: The Consultant may terminate this Agreement in whole or in part, if the Owner: 1. Defaults on its obligations under this Agreement; 2. Fails to make payment to the Consultant in accordance with the terms of this Agreement; Issued on June 19, 2018 Page 23 3. Suspends the Project for more than [180] days due to reasons beyond the control of the Consultant. Upon receipt of a notice of termination from the Consultant, Owner agrees to cooperate with Consultant for the purpose of terminating the agreement or portion thereof,by mutual consent. If Owner and Consultant cannot reach mutual agreement on the termination settlement,the Consultant may, without prejudice to any rights and remedies it may have,proceed with terminating all or parts of this Agreement based upon the Owner's breach of the contract. In the event of termination due to Owner breach,the Engineer is entitled to invoice Owner and to receive full payment for all services performed or furnished in accordance with this Agreement and all justified reimbursable expenses incurred by the Consultant through the effective date of termination action. Owner agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause A26 TRADE RESTRICTION CERTIFICATION TRADE RESTRICTION CERTIFICATION By submission of an offer,the Offeror certifies that with respect to this solicitation and any resultant contract,the Offeror— 1) 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(USTR); 2) 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 USTR; and 3) has not entered into any subcontract for any product to be used on the Federal project that is produced in a foreign country included on the list of countries that discriminate against U.S. firms published by the USTR. 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 USC Section 1001. The Offeror/Contractor must provide immediate written notice to the Owner if the Offeror/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. 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 an Offeror 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 USTR or 2) whose subcontractors are owned or controlled by one or more citizens or nationals of a foreign country on such USTR list or 3) who incorporates in the public works project any product of a foreign country on such USTR list. Issued on June 19, 2018 Page 24 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 Offeror agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification without modification 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 USTR, unless the Offeror 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(FAA)may direct through the Owner cancellation of the contract or subcontract for default at no cost to the Owner or the FAA. A27 VETERAN'S PREFERENCE 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 USC 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. Issued on June 19, 2018 Page 25