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HomeMy Public PortalAbout045-2020 - Airport - Butler Fairman & Seufert - Taxi Way A Rehabilitationr y � AGREEMENT BETWEEN OWNER AND ENGINEER THIS AGREEMENT is dated as of the i qf,,- day of Imam in the year 2020, by and between RICHMOND BOARD OF AVIATION COMMISSIONERS, 50 North Fifth Street, Richmond, IN 47374, hereinafter called the OWNER and BUTLER, FAIRMAN and SEUFERT, INC., 8450 Westfield Boulevard, Suite 300 Indianapolis, Indiana 46240, hereinafter called the ENGINEER. WITNESSETH WHEREAS the OWNER requires professional engineering services in connection with the following described project: Taxiway'A' Rehabilitation - Inspection Services WHEREAS, the OWNER wishes to engage the ENGINEER to provide certain services pertaining thereto; and WHEREAS, the ENGINEER represents that it has sufficient qualified personnel and equipment and is capable of performing the professional engineering services described herein; is a corporation qualified to do business in the State of Indiana; and the services described herein will be performed under the supervision of an engineer licensed to practice in the State of Indiana. The OWNER and the ENGINEER, in consideration of the mutual covenants hereinafter set forth, agree as follows: SECTION I SERVICES BY ENGINEER The services to be provided by the ENGINEER under this Agreement are set out in Appendix "A", attached to this Agreement, and made an integral part hereof. SECTION II INFORMATION AND SERVICES TO BE FURNISHED BY OWNER The information and services to be furnished by the OWNER are set out in Appendix "B", attached to this Agreement, and made an integral part hereof. SECTION III NOTICE TO PROCEED AND SCHEDULE The ENGINEER shall begin the work to be performed under this Agreement upon receipt of the written notice to proceed from the OWNER, and shall deliver the work to the OWNER in accordance with the schedule contained in Appendix "C", attached to this Agree- ment, and made an integral part hereof. The ENGINEER shall not begin work prior to the date of the notice to proceed. This Agreement shall be applicable to all assignments authorized by the OWNER and accepted by the ENGINEER subsequent to the date of execution and shall be effective as to all assignments authorized. Page 1 of 7 Contract No. 45-2020 SECTION IV COMPENSATION The ENGINEER shall receive payment for the work performed under this Agreement as set forth in Appendix "D", attached to this Agreement, and made an integral part hereof. SECTION V MISCELLANEOUS PROVISIONS Miscellaneous Provisions are set out in Appendix "E", attached to this Agreement, and made an integral part hereof. SECTION VI GENERAL PROVISIONS 1. Work Office The ENGINEER shall perform the work under this Agreement at the following office: 8450 Westfield Boulevard, Suite 300, Indianapolis, IN 46240 2. Employment During the period of this Agreement, the ENGINEER shall not engage, on a full or part time or other basis, any personnel who remain in the employ of the OWNER. 3. Subletting and Assignment The ENGINEER and its subcontractors, if any, shall not assign, sublet, subcontract, or otherwise dispose of the whole or any part of the work under this Agreement without prior written consent of the OWNER. Consent for such assignment shall not relieve the ENGINEER of any of its duties or responsibilities hereunder. 4. Use and Ownership Until the engineer is paid therefor, all reports, tables, figures, drawings, specifications, boring logs, field data, field notes, laboratory test data, calculations, estimates and other documents prepared by the ENGINEER as instruments of service shall remain the property of the ENGINEER. The OWNER shall be entitled to copies or reproducible sets of any of the aforesaid. Upon payment, all such instruments of service shall become the property of OWNER. The ENGINEER will retain all pertinent records relating to the services performed for a period of five (5) years following performance of work, during which period the records will be made available to the OWNER at all reasonable times. . The ENGINEER agrees that the OWNER is not required to use any plan, report, drawing, specifications, advice, map, document or study prepared by the ENGINEER and the ENGINEER waives all right of redress against the OWNER if the OWNER does not utilize same. Any modification, amendment, misuse of any of the ENGINEER's work by the OWNER or actions that disregard the ENGINEER's recommendations to the OWNER shall release the ENGINEER from any and all liability in connection with such work modified, amended or Page 2 of 7 misused thereafter and the OWNER shall not use the ENGINEER's name thereon without the expressed approval of the ENGINEER. 5. Compliance with State and Other Laws The ENGINEER specifically agrees that in performance of the services herein enumer- ated by ENGINEER or by a subcontractor or anyone acting in behalf of either, that each will comply with all State, Federal, and Local Statutes, Ordinances, and Regulations. 6. Professional Responsibility The ENGINEER will exercise reasonable skill, care, and diligence in the performance of services and will carry out all responsibilities in accordance with customarily accepted professional engineering practices. If the ENGINEER fails to meet the foregoing standard, the ENGINEER will perform at its own cost, and without reimbursement from the OWNER, the services necessary to correct errors and omissions which are caused by the ENGINEER's failure to comply with above standard, and which are reported to the ENGINEER within one (1) year from the completion of the ENGINEER's services for the Project. In addition, the ENGINEER will be responsible to the OWNER for damages caused by its negligent conduct during ENGINEER's activities at the Project site or in the field. The ENGINEER shall not be responsible for errors, omissions or deficiencies in the designs, drawings, specifications, reports or other services of the OWNER or other consult- ants, including, without limitation, surveyors and geotechnical engineers, who have been retained by OWNER. The ENGINEER shall have no liability for errors or deficiencies in its designs, drawings, specifications and other services that were caused, or contributed to, by errors or deficiencies (unless such errors, omissions or deficiencies were known or should have been known by the ENGINEER) in the designs, drawings, specifications and other services furnished by the OWNER, or other consultants retained by the OWNER. 7. Status of Claims The ENGINEER shall be responsible for keeping the OWNER currently advised as to the status of any known claims made for damages against the ENGINEER resulting from services performed under this Agreement. The ENGINEER shall send notice of claims related to work under this Agreement to the OWNER. B. Insurance The ENGINEER shall at its own expense maintain in effect during the term of this contract the following insurance with limits as shown or greater: General Liability (including automobile) - combined single limit of $1,000,000.00; Worker's Compensation - statutory limit; and Professional Liability for protection against claims arising out of performance of profes- sional services caused by negligent error, omission, or act in the amount of $1,000,000.00. Page 3 of 7 The ENGINEER shall provide Certificates of Insurance indicating the aforesaid coverage upon request of the OWNER. 9. Status Reports The ENGINEER shall furnish a monthly Status Report to the OWNER by the fifteenth (15th) of each month. 10. Changes in Work In the event that either the OWNER or the ENGINEER determine that a major change in scope, character or complexity of the work is needed after the work has progressed as directed by the OWNER, both parties in the exercise of their reasonable and honest judgment shall negotiate the changes and the ENGINEER shall not commence the additional work or the change of the scope of the work until a supplemental agreement is executed and the ENGINEER is authorized in writing by the OWNER to proceed. 11. Delays and Extensions The ENGINEER agrees that no charges or claim for damages shall be made by it for any minor delays from any cause whatsoever during the progress of any portion of the services specified in this Agreement. Any such delays shall be compensated for by an extension of time for such period as may be determined by the OWNER, subject to the ENGINEER's approval. However, it being understood, that the permitting of the ENGINEER to proceed to complete any services, or any part of them after the date to which the time of completion may have been extended, shall in no way operate as a waiver on the part of the OWNER of any of its rights herein. 12. Abandonment Services may be terminated by the OWNER and the ENGINEER by thirty (30) days' notice in the event of substantial failure to perform in accordance with the terms hereof by the other party through no fault of the terminating party. If so abandoned, the ENGINEER shall deliver to the OWNER copies of all data, reports, drawings, specifications and estimates com- pleted or partially completed along with a summary of the progress of the work completed within twenty (20) days of the abandonment. In the event of the failure by the ENGINEER to make such delivery upon demand, then and in that event the ENGINEER shall pay to the OWNER any damages sustained by reason thereof. The earned value of the work performed shall be based upon an estimate of the portions of the total services as have been rendered by the ENGINEER to the date of the abandonment for all services to be paid for on a lump sum basis. The ENGINEER shall be compensated for services properly rendered prior to the effective date of abandonment on all services to be paid on a cost basis or a cost plus fixed fee basis. The payment as made to the ENGINEER shall be paid as the final payment in full settlement and release for the services hereunder. Page 4 of 7 13. Non -Discrimination Pursuant to Indiana and Federal Law, the ENGINEER and ENGINEER's subcontrac- tors, if any, shall not discriminate against any employee or applicant for employment, to be employed in the performance of work under this Agreement, with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment because of race, color, religion, sex, disability, national origin or ancestry. Breach of this coven- ant may be regarded as a material breach of the Agreement. 14. Employment Eligibility Verification. The ENGINEER affirms under the penalties of perjury that it does not knowingly employ an unauthorized alien. The ENGINEER shall enroll in and verify the work eligibility status of all its newly hired em- ployees through the E-Verify program as defined in IC 22-5-1.7-3. The ENGINEER is not required to participate should the E-Verify program cease to exist. Additionally, the ENGINEER is not required to participate if the ENGINEER is self-employed and does not employ any employees. The ENGINEER shall not knowingly employ or contract with an unauthorized alien. The ENGINEER shall not retain an employee or contract with a person that the ENGINEER subsequently learns is an unauthorized alien. The ENGINEER shall require its subconsultants, who perform work under this Contract, to certify to the ENGINEER that the subconsultant does not knowingly employ or contract with an unauthorized alien and that the subconsultant has enrolled and is participating in the E- Verify program. The ENGINEER agrees to maintain this certification throughout the duration of the term of a contract with a sub -consultant. The OWNER may terminate for default if the ENGINEER fails to cure a breach of this provi- sion no later than thirty (30) days after being notified by the OWNER. 15. No Investment in Iran. As required by IC 5-22-16.5, the ENGINEER certifies that the ENGINEER is not engaged in investment activities in Iran. Providing false certification may result in the consequences listed in IC 5-22-16.5-14, including termination of this Contract and denial of future state contracts, as well as an imposition of a civil penalty. 16. Successor and Assigns The OWNER and the ENGINEER each binds themselves and successors, executors, administrators and assigns to the other party of this Agreement and to the successors, execu- tors, administrators and assigns of such other party, in respect to all covenants of this Agreement; except as above, neither the OWNER and the ENGINEER shall assign, sublet or transfer their interest in the Agreement without the written consent of the other. Page 5 of 7 17. Supplements This Agreement may only be amended, supplemented or modified by a written docu- ment executed in the same manner as this Agreement. 18. Governina Laws This Agreement and all of the terms and provisions shall be interpreted and construed according to the laws of the State of Indiana. Should any clause, paragraph, or other part of this Agreement be held or declared to be void or illegal, for any reason, by any court having competent jurisdiction, all other causes, paragraphs or part of this Agreement, shall neverthe- less remain in full force and effect. This Agreement contains the entire understanding between the parties and no modifi- cation or alteration of this Agreement shall be binding unless endorsed in writing by the parties thereto. This Agreement shall not be binding until executed by all parties. 19. Independent Enaineer In all matters relating to this Agreement, the ENGINEER shall act as an independent engineer. Neither the ENGINEER nor its employees are employees of the OWNER under the meaning or application of any Federal or State Laws or Regulations and the ENGINEER agrees to assume all liabilities and obligations imposed in the performance of this Agreement. The ENGINEER shall not have any authority to assume or create obligations, expressed or implied, on behalf of the OWNER and the ENGINEER shall have no authority to represent as agent, employee, or in any other capacity than as set forth herein. 20. Riahts and Benefits The ENGINEER's services will be performed solely for the benefit of the OWNER and not for the benefit of any other persons or entities. 21. Disputes All claims or disputes of the ENGINEER and the OWNER arising out of or relating to the Agreement, or the breach thereof, shall be first submitted to non -binding mediation. If a claim or dispute is not resolved by mediation, the party making the claim or alleging a dispute shall have the right to institute any legal or equitable proceedings in a court located within the county and state where the project is located. Page 6 of 7 IN WITNESS WHEREOF, the OWNER and the ENGINEER have signed this Agreement in duplicate. One counterpart each has been delivered to the OWNER and the ENGINEER. This Agreement will be effective on C A , 2020. ENGINEER: BUTLER, FAIRMAN and SEUFERT, INC Bradley Watson, P.E., Executive Vice - President OWNER: RICHMOND BOARD OF AVAITION COMMISSIONERS By: 0427 Signature Page 7 of 7 T]ava Rt-aziangy PrPQ4d#-nt (Print name and title) David M. Snow, Mayor (Print name and title) APPENDIX "A" SERVICES BY ENGINEER A. PROJECT DESCRIPTION Taxiway 'A' Rehabilitation from Runway 15-33 to Runway 24. The scope of work includes: crack repair, mill and overlay, and pavement markings B. SCOPE OF WORK 1. Project Administration Prepare up to 1 FAA grant application. Prepare up to 6 FAA and INDOT partial pay requests. Prepare 1 closeout document and transmit report of final findings. Report project status in up to 12 monthly Airport Board meetings. 2. Record Drawings Prepare one set of record drawings based on the contractor's and RPR's information of changes noted during the project. Record drawings shall be drafted in Autocad. 3. Construction Observation Services Observe the work of the Contractor with a site visit at the preconstruction meeting and at the final inspection. Assist in interpretation of the plans and specifications and make recommendations to the OWNER as needed. Review all submittals and shop drawings transmitted by the Contractor. Prepare all contract documents during construction including progress estimates, change orders, Construction Management Report, Report of Final Findings, and correspondence to the Contractor. Review and evaluate Contractor proposals for contract changes and make recommendations to the OWNER as to acceptance or rejection. Assist the OWNER in verifying that the project is acceptable upon completion. 4. Resident Project Representative (RPR) Services Page 1 of 3 Provide a resident representative on site while the Contractor is working for the project duration. RPR is ENGINEER's agent at the site, will act as directed by and under the supervision of ENGINEER, and will confer with ENGINEER regarding RPR's actions. RPR's dealings in matters pertaining to the on -site work shall in general be with ENGINEER and Contractor keeping OWNER advised. RPR's dealings with subcontractors shall only be through or with the full knowledge and approval of Contractor. RPR shall generally communicate with OWNER with the knowledge of and under the direction of ENGINEER. RPR will attend meetings with Contractor, such as preconstruction conferences, progress meetings, job conferences, final inspection and other project -related meetings. RPR shall coordinate and schedule all acceptance testing requirements of the contract documents. RPR shall conduct on -site observations of the work in progress to assist ENGINEER in determining if the Work is in general proceeding in accordance with the Contract Documents. RPR shall report to ENGINEER whenever RPR believes that any Work is unsatisfactory, faulty or defective or does not conform to the Contract Documents, or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made; and advise ENGINEER of Work that RPR believes should be corrected or rejected or should be uncovered for observations, or requires special testing, inspection or approval. RPR shall maintain orderly files of correspondence, reports of job conferences, Shop Drawings and samples, reproductions or original Contract Documents including all Work Directive Changes, Addenda, Change Orders, Field Orders, additional Drawings issued subsequent to the execution of the Contract, ENGINEER's clarifications and interpretations of the Contract Documents, progress reports, and other project related documents. RPR shall write a daily report and a FAA weekly reports that summarize activities on the site and submit to the ENGINEER. RPR shall observe that all items on final list have been completed or corrected and make recommendations to ENGINEER concerning acceptance. RPR shall not authorize any deviation from the Contract Documents or substitution of materials or equipment, unless authorized by ENGINEER. RPR shall not exceed limitations of ENGINEER's authority as set forth in the Agreement or the Contract Documents. RPR shall not undertake any of the responsibilities of Contractor, subcontractor or Contractor's superintendent. Page 2 of 3 RPR shall not advise on, issue directions relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of construction unless such advice or directions are specifically required by the Contract Documents. As there are several possible packages that could be awarded under this project, the fees have been provided in a fashion so that the RPR services can match whatever option ends up being awarded to the contractor. Page 3 of 3 APPENDIX "B" INFORMATION AND SERVICES TO BE FURNISHED BY OWNER The OWNER shall, within a reasonable time, so as not to delay the services of the ENGINEER: 1. Provide full information as to ENGINEER's requirements for the Project. 2. Assist the ENGINEER by placing at ENGINEER's disposal all available information pertinent to the assignment including previous reports and any other data relative there- to. 3. Examine all studies, reports, sketches, Drawings, Specifications, proposals and other documents presented by ENGINEER, obtain advice of an attorney, insurance counselor, and other consultants as OWNER deems appropriate for such examination and render in writing decisions pertaining thereto within a reasonable time so as not to delay the services of ENGINEER. 4. Give prompt written notice to the ENGINEER whenever the OWNER observes or otherwise becomes aware of any defect in the Project. 6. Furnish all existing approvals or permits from all governmental authorities having juris- diction over the Project. The ENGINEER will assist the OWNER in identifying and procuring any additional permits associated with this Project. 6. Arrange for access to and make all provisions for the ENGINEER to enter upon public and private property as required for the ENGINEER to perform services under this Agreement. 7. Obtain necessary easements and right-of-way for construction of the Project, including easement and right-of-way descriptions, property surveys and boundary surveys. 8. Furnish to the ENGINEER, as requested by the ENGINEER or as required by the Contract Documents, data prepared by or services of others, including exploration and tests of subsurface conditions at or contiguous to the site, drawings of physical condi- tions in or relating to existing surface or subsurface structures at or contiguous to the site. Page 1 of 1 APPENDIX "C" SCHEDULE 1. Work shall be started upon award of the project to the Contractor for services described herein. 2. The services for inspection services have been based on a bid contract time of 40 days to Substantial Completion plus 15 days for pavement markings and punchlist. Should the contract time be extended, additional or additional construction contracts added under this grant, there may be cause for additional compensation to the ENGINEER. Any time requested by the OWNER for gathering information and files for an audit shall be billed as an additional service. Page 1 of 1 R�T�TI�1 �17tr COMPENSATION A. Amount of Payment 1. The ENGINEER shall receive as payment for the work performed under Item No. 2 below. 2. The ENGINEER will be paid for the following work on a lump sum basis in accordance with the following schedule: Fee Schedule Summary: Project Administration Record Drawings Construction Observation $ 14,000.00 $ 4,000.00 $ 16,000.00 3. The ENGINEER will be paid for the work on an hourly not to exceed basis in accordance with rates in Appendix D-1 on the following schedule: Fee Schedule Summary: Resident Project Representative $ 45,000.00 B. Additional Services Additional Services would be services required in connection with permits, right-of-way engineering, right-of-way acquisition, or any legal action or litigation requiring the tes- timony and/or services of the ENGINEER, or if the OWNER or any other local, state, or federal agency shall direct or cause the ENGINEER to relocate or redesign the pro- ject, or any part thereof. The OWNER agrees to compensate the ENGINEER for Additional Services on the basis of actual hours of work performed on the project at the hourly billing rates noted in APPENDIX "D-1 ". The Hourly Billing Rates include overhead and fixed fee. Any change in standards, design criteria, or other requirements by governmental units having jurisdiction over the contracted project which requires changes by the ENGINEER in the plans shall be considered as Additional Services. In the event that the OWNER retains someone other than the ENGINEER to provide construction inspection, then the OWNER agrees to compensate the ENGINEER for Additional Services rendered in connection with the interpretation of plans, project stake -out or such other services that may be required during the construction phase of the work to be performed. The ENGINEER shall, on behalf of the OWNER, cause to be made all borings and subsurface explorations and the analysis thereof; the cost of which shall be paid for by the OWNER. Page 1 of 3 For Acceptance Testing Outside Services $ 15,000.00 Mileage for Inspection $3,000.00 Mileage for Administration $1,000.00 C. Method of Payment Payment shall be made by the OWNER to the ENGINEER each month as the work progresses. Page 2 of 3 APPENDIX "D-1" SCHEDULE OF COMPENSATION 2020 HOURLY RATE SCHEDULE Classification E-V Engineer V (Principal) E-IV Engineer IV E-III Engineer III E-II Engineer 11 E-1 Engineer I FP -IV Field Personnel IV — (Project Coordinator) FP -III Field Personnel III FP-11 Field Personnel II FP-IField Personnel EA -III Engineer's Assistant III EA-11 Engineer's Assistant II EA -I Engineer's Assistant I SP-1 Support Personnel I C-II Clerical11 C-1 Clerical P-III Planner/Environmental Specialist III P-11 Planner/Environmental Specialist II P-1 Planner/Environmental Specialist I Hourly Rates $ 235.00 $ 194.00 $ 168.00 $ 128.00 $ 95.00 $ 180.00 $ 143.00 $ 112.00 $ 87.00 $ 173.00 $ 141.00 $ 95.00 $ 66.00 $ 115.00 $ 75.00 $ 140.00 $ 100.00 $ 85.00 The billing rates are effective January 2020 and may be adjusted annually (beginning January 2021) to reflect changes in the compensation payable to the ENGINEER. Page 3 of 3 APPENDIX E MISCELLANEOUS PROVISIONS PROVISIONS FOR ALL FEDERALLY FUNDED A/E CONTRACTS The ENGINEER shall also comply with and include in every sub -tier the following federal clauses, which the term contractor or sponsor within these clauses shall have the same meaning as ENGINEER, whenever federal funding is anticipated. 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. BREACH OF CONTRACT TERMS Any violation or breach of terms of this contract on the part of the Consultant or its subcon- tractors 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 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. Page 1 of 13 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 Act of 1964. CIVIL RIGHTS — TITLE VI ASSURANCE Title VI Solicitation Notice: The Richmond Board of Aviation Commissioners in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 USC §§ 2000d to 2000d-4) and the Regula- tions, hereby notifies all bidders or offerors that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afford- ed full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. Compliance with Nondiscrimination Requirements: During the performance of this contract, the Contractor, for itself, its assignees, and succes- sors in interest (hereinafter referred to as the "Contractor"), agrees as follows: 1. Compliance with Regulations: The Contractor (hereinafter includes consult- ants) 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 incorpo- rated by reference and made a part of this contract. 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 in- directly 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 procure- ments 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 Page 2 of 13 and the Nondiscrimination Acts and Authorities on the grounds of race, color, or na- tional origin. 4. Information and Reports: The Contractor will provide all information and re- ports 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 Ad- ministration 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 Con- tractor 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 par- agraphs 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 subcon- tract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompli- ance. 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 succes- sors 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); • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC § 4601) (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 (pro- hibits discrimination on the basis of disability); and 49 CFR part 27; Page 3 of 13 • 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 Fed- erakaid recipients; sub -recipients and contractors, whether such programs or activities are Federally funded or not); • Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimina- tion 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 regula- tions at 49 CFR parts 37 and 38; • The Federal Aviation Administration's Nondiscrimination statute (49 USC § 47123) (pro- hibits 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 mi- nority 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 dis- crimination 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). CLEAN AIR AND WATER POLLUTION CONTROL Contractor agrees to comply with all applicable standards, orders, and regulations issued pursuant to the Clean Air Act (42 USC § 740-7671 q) and the Federal Water Pollution Control Act as amended (33 USC § 1251-1387). The Contractor agrees to report any violation to the Owner immediately upon discovery. The Owner assumes responsibility for notifying the Environmental Protection Agency (EPA) and the Federal Aviation Administration. Contractor must include this requirement in all subcontracts that exceeds $150,000. CERTIFICATION OF CONSULTANT REGARDING DEBARMENT Page 4 of 13 By submitting a bid/proposal under this solicitation, the consultant certifies that neither it nor its principals are presently debarred or suspended by any Federal department or agency from participation in this transaction. CONTRACT WORKHOURS AND SAFETY STANDARDS ACT REQUIREMENTS 1. Overtime Requirements. No contractor or subcontractor contracting for any part of the contract work which may re- quire 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 Con- tractor 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 con- tractor 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 com- Page 5 of 13 pliance by any'subcontractor or lower tier subcontractor with the clauses set forth in para- graphs (1) through (4) of this clause. DISADVANTAGED BUSINESS ENTERPRISE Information Submitted as a matter of bidder responsiveness: The Owner's award of this contract is conditioned upon Bidder or Offeror satisfying the good faith effort requirements of 49 CFR §26.53. As a condition of bid responsiveness, the Bidder or Offeror must submit the following infor- mation with its proposal on the forms provided herein: 1) The names and addresses of Disadvantaged Business Enterprise (DBE) firms that will participate in the contract; 2) A description of the work that each DBE firm will perform; 3) The dollar amount of the participation of each DBE firm listed under (1) 4) Written statement from Bidder or Offeror that attests their commitment to use the DBE firm(s) listed under (1) to meet the Owner's project goal; and 5) If Bidder or Offeror cannot meet the advertised project DBE goal, evidence of good faith efforts undertaken by the Bidder. or Offeror as described in appendix A to 49 CFR part 26. Information submitted as a matter of bidder responsibility: The Owner's award of this contract is conditioned upon Bidder or Offeror satisfying the good faith effort requirements of 49 CFR §26.53. The successful Bidder or Offeror must provide written confirmation of participation from each of the DBE firms the Bidder or Offeror lists in its commitment within five days after bid open- ing. 1) The names and addresses of Disadvantaged Business Enterprise (DBE) firms that will participate in .the contract; 2) A description of the work that each DBE firm will perform; 3) The dollar amount of the participation of each DBE firm listed under (1) 4) Written statement from Bidder or Offeror that attests their commitment to use the DBE firm(s) listed under (1) to meet the Owner's project goal; and 5) If Bidder or Offeror cannot meet the advertised project DBE goal, evidence of good faith efforts undertaken by the Bidder or Offeror as described in appendix A to 49 CFR part 26. The requirements of 49 CFR part 26 apply to this contract. It is the policy of the Richmond Board of Aviation Commissioners to practice nondiscrimination based on race, color, sex, or national origin in the award or performance of this contract. The Owner encourages participa- tion by all firms qualifying under this solicitation regardless of business size or ownership. Page 6 of 13 Contract Assurance (§ 26.13) — The Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Con- tractor 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 30 days from the receipt of each payment the prime contractor receives from the Richmond Board of Aviation Commissioners. The prime contractor agrees further to return retainage payments to each subcontractor within 30 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 Richmond Board of Aviation Commissioners. This clause applies to both DBE and non -DBE subcontractors. 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", (12130/2009), the Federal Aviation Administration encourages recipients of Federal grant funds to adopt and enforce safety policies that decrease crashes by distracted drivers, includ- ing 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 perform- ing 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. ENERGY CONSERVATION REQUIREMENTS Consultant and sub -consultant 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 6201etseq). Page 7 of 13 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, record - keeping, and child labor standards for full and part-time workers. The Consultant has full responsibility to monitor compliance to the referenced statute or regula- tion. 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. CERTIFICATION REGARDING LOBBYING The Bidder or Offeror certifies by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the Bidder or Offeror, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Fed- eral 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 co- operative 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. THE 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 Page 8 of 13 to monitor its compliance and their subcontractor's compliance with the applicable require- ments 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. 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 certifica- tion in all lower tier subcontracts. Certifications 1) The applicant represents that it is ( ) is not (✓) a corporation that has any unpaid Fed- eral 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 li- ability. 2) The applicant represents that it is ( ) is not (✓) is not'a corporation that was convicted of a criminal violation under any Federal law within the preceding 24 months. Note If an applicant responds in the affirmative to either of the above representations, the applicant is ineligible to receive an award unless the sponsor has received notification from the agency suspension and debarment official (SDO) that the SDO has considered suspension or debar- ment 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 convic- tion 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. Page 9 of 13 TERMINATION FOR CONVENIENCE (PROFESSIONAL SERVICES) The Owner may, by written notice to the Consultant, terminate this Agreement for its conven- ience 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. Upon termination of the Agreement, the Consultant must deliver to the Owner all data, sur- veys, 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. Compen- sation 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 obliga- tions 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 Pro- ject. 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, specifica- tions, reports, maps, photographs, estimates, summaries, and other documents and Page 10 of 13 materials prepared by the Engineer under this contract, whether complete or partially com- plete. 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. Com- pensation 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 Agree- ment; 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 set- tlement, 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. TRADE RESTRICTION CERTIFICATION By submission of an offer, the Offeror certifies that with respect fo 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); Page 11 of 13 2) has not knowingly entered into any contract or subcontract for this project with a per- son 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 Offe- ror/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 accord- ance 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 in- cluded 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. 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. VETERAN'S PREFERENCE Page 12 of 13 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. Page 13 of 13