HomeMy Public PortalAboutORD15268 BILL NO. 2014-13
SPONSORED BY COUNCILMAN SCRIVNER
ORDINANCE NO. / 5-�2,6
AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH ARCTURIS FOR
WAYFINDING PLAN DEVELOPMENT.
WHEREAS, Arcturis has been selected as the firm best qualified to provide
professional services related to development of a Wayfinding Plan.
NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF
JEFFERSON, MISSOURI, AS FOLLOWS:
Section 1. Arcturis is hereby approved as the best qualified firm to provide
professional services and its proposal is hereby accepted.
Section 2. The Mayor and City Clerk are hereby authorized to execute an
agreement with Arcturis.
Section 3. The agreement shall be substantially the same in form and content as
that agreement attached hereto as Exhibit A.
Section 4. This Ordinance shall be in full force and effect from and after the date
of its passage and approval. /
Passed: / Approved: S Agll�-
Presiding Officer 19- Mayor
ATTEST: APPROVED AS TO FORM:
Counselor
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CITY OF JEFFERSON
CONTRACT FOR PROFESSIONAL SERVICES
THIS CONTRACT, made and entered into this ).' day of May, 2014, by and between the City of
Jefferson, a municipal corporation of the State of Missouri, with offices at 320 East McCarty Street, Jefferson.
City, Missouri, 65101, hereinafter referred to as the "City," and Arcturis, consultant, with offices at 720 Olive
Street, Suite 200, St. Louis, Missouri, 65101, hereinafter referred to as "Consultant."
WITNESSETH:
THAT WHEREAS, the City desires to engage the Consultant to render services consisting development of
a Wayfinding Plan for the Capital Area Metropolitan Planning Organization (CAMPO) area.
THAT WHEREAS, Consultant has made certain representations and statements to the City with respect to
the provision of such services and the City has accepted said proposal to enter into a contract with the
Consultant for the performance of services by the Consultant.
NOW, THEREFORE, for the considerations herein expressed, it is agreed by and between the City and the
Consultant as follows:
1. Scope of Services.
The City agrees to engage the services of the Consultant to perform the services consisting of
development of a Wayfind Plan for the Capital Area Metropolitan Planning Organization (CAMPO)
area as more specifically set out in Exhibit A.
2. Compliance with Federal Requirements
Consultant will comply and adhere to the DOT Federal requirements as set out in Exhibit B.
3. Additions or Deletions to Services.
The City may add to consultant services or delete therefrom activities of a similar nature to those set
out above, provided that the total cost of such work does not exceed the total cost allowance as
specified in paragraph 4 hereof. The Consultant shall undertake such changed activities only upon the
direction of the City. All such directives and changes shall be in written form and approved by the
City Administrator and shall be accepted and countersigned by the Consultant or its agreed
representatives.
The Consultant will perform any additional work requested by the City which is not specifically
covered in the scope of work as defined herein at a reasonable fee or compensation to be agreed to
between the City and the Consultant at the time any such service may be required.
4. Term of Contract.
This Contract shall remain in force until October 31, 2014, for Phase I, and until October 31, 2015,
for Phase II. from the date of the Notice to Proceed.
5. Compensation.
The City agrees to pay the Consultant in accordance with the terms set forth which shall constitute
complete compensation for all services to be rendered under this contract. The final payment will be
subject to receipt of a requisition for payment and a statement of services rendered certifying that the
Consultant fully performed all work to be paid for in such progress payments in conformance with the
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, contract. It is expressly understood that in no event will the total compensation and reimbursement
to be paid to the Consultant under the terms of this contract exceed the sum of Forty -One Thousand
Five Hundred Dollars ($41,500.00) for all services required unless specifically and mutually agreed
to in writing by both the City and Consultant. No change in compensation shall be made unless there
is a substantial and significant difference between the work originally contemplated by this agreement
and the work actually required.
6 Failure to Perform, Cancellation.
If, through any cause, the Consultant shall fail to fulfill in timely and proper manner its obligations
under this Contract, or if the Consultant shall violate any of the covenants, agreements, or stipulations
of this Contract, the City shall thereupon have the right to terminate this Contract by giving written
notice to the Consultant of such termination and specifying the effective date thereof, at least five (5)
days before the effective day of such termination. The Consultant or the City may terminate this
Contract upon thirty (30) days prior written notice.
7. Assignment.
The Consultant shall not assign any interest in this Contract, and shall not transfer any interest in the
same (whether by assignment or novation), without prior written consent of the City thereto. Any such
assignment is expressly subject to all rights and remedies of the City under this Contract, including
the right to change or delete activities from the Contract or to terminate the same as provided herein,
and no such assignment shall require the City to give any notice to any such assignee of any actions
which the City may take under this Contract, though the City will attempt to so notify any such
assignee.
8. Confidentiality.
Any reports, data or similar information given to or prepared or assembled by the Consultant under
this Contract which the City requests to be kept as confidential shall not be made available to any
individual or organization by the Consultant without prior written approval of the City.
9. Nondiscrimination.
The Consultant agrees in the performance of the Contract not to discriminate on the grounds or
because of race, creed, color, national origin or ancestry, sex, religion, handicap, age or political
affiliation.
10. Independent Contractor.
The Consultant is an independent contractor and nothing contained herein shall constitute or designate
the Consultant or any of its agents or employees as agents or employees of the City.
11. Benefits Not Available.
The Consultant shall not be entitled to any of the benefits established for the employees of the City
nor be covered by the Workman's Compensation Program of the City.
12. Nonsolicitation.
The Consultant warrants that he has not employed or retained any company or person, other than a
bona fide employee working solely for the Consultant, to solicit or secure this Contract, and that he
has not paid or agreed to pay any company or person, other than a bona fide employee working solely
for the Consultant, any fee, commission, percentage, brokerage fee, gifts, or any other consideration,
contingent upon or resulting from the award or making of this Contract. For breach or violation of this
warranty, the City shall have the right to annul this Contract without liability, or, in its discretion, to
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deduct from the Contract price or consideration, or otherwise recover the full amount of such fee,
commission, percentage, brokerage fee, gifts, or contingent fee.
13. Books and Records.
The Consultant and all his subcontractors shall maintain all books, documents, papers, accounting
records, and other evidence pertaining to costs incurred in connection with this Contract, and shall
make such materials available at their respective offices at all reasonable times during the Contract
and for a period of three (3) years following completion of the Contract.
14. Liability.
The parties mutually agree to the following:
(a) In no event shall the City be liable to the Contractor for special, indirect or
consequential damages, except those caused by the City's negligence arising out of or
in any way connected with a breach of this Contract. The maximum liability of the
City shall be limited to the amount of money to be paid or received by the City under
this Contract.
(b) The Contractor shall indemnify and hold the City harmless from and against all claims,
losses and liabilities arising out of personal injuries, including death, and damage to
property which are caused by the acts, errors and omissions of Contractor for which
they would be otherwise legally liable, arising out of or in any way connected with this
Contract.
15. Illegal Immigration.
Prior to commencement of the work:
a. Contractor shall, by sworn affidavit and provision of documentation, affirm its enrollment and
participation in a federal work authorization program with respect to the employees working
in connection with the contracted services.
b. Contractor shall sign an affidavit affirming that it does not knowingly employ any person who
is an unauthorized alien in connection with the contracted services.
c. If contractor is a sole proprietorship, partnership, or limited partnership, contractor shall
provide proof of citizenship or lawful presence of the owner prior to issuance of the Notice to
Proceed.
16. Notices.
All notices required or permitted hereunder and required to be in writing may be given by first class
mail addressed to the City of Jefferson, Department of Planning & Protective Services, 320 East
McCarty Street, Jefferson City, Missouri, 65101, and Arcturis, 720 Olive Street, Suite 200, St. Louis,
Missouri, 63101. The date and delivery of any notice shall be the date falling on the second full day
after the day of mailing.
17. Law to Govern.
This Contract shall be governed by the laws of the State of Missouri as to both interpretation and
performance.
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IN WITNESS WHEREOF, the parties hereto have set their hands and seals this -day of May, 2014.
CITY OF JEFFERSON, MISSOURI
Mayor
ARCTURIS
ATTEST:
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APPROVED AS TO FORM:
7
Ci y Counselor
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ATTEST:
Title:
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SCOPE OF WORK
PHASE I
TASK 1 - PROJECT INITIATION:
EXHIBIT A
1.1 PROJECT INITIATION: Initiate project to confirm project goals, schedule, budget,
stakeholder engagement for the Wayfinding Plan.
1) Project Team Meeting: Meet with officials of CAMPO and Jefferson City to
confirm goals for the wayfinding master plan process.
2) Data Collection: Perform data collection of maps, surveys, planning studies, and
design guidelines pertinent to the wayfinding master plan.
1.2 SITE ANALYSIS: Conduct a site analysis of the existing conditions of the wayfinding
master area (CAMPO boundaries)
Conduct site visits to document existing conditions of the Jefferson City area. The site analysis
will include the analysis, photography and documentation of specific destinations — historic (and
newer) landmarks and sites, entertainment and shopping districts or significant roadways - of the
Jefferson City area.
Deliverables — Task 1
a) One (1) digital file of all documents and photographs
TASK 2 — DESTINATIONS/DISTRICTS PLAN
2.1 KEY STAKEHOLDER MEETING: Facilitate one key stakeholder meeting to gather
thoughts and opinions on the Wayfinding Plan.
1) Meet with the key stakeholders in one meeting to:
a. review a preliminary destinations/district plan based off site analysis
b. gather opinions and perceptions on Wayfinding Plan
c. identify vehicular and pedestrian traffic flows
d. review the process for the public meeting
e. and review past discussions/summaries with CAMPO.
2.2 DEVELOP DESTINATIONS/DISTRICTS PLAN: Based off stake -holder input, develop a
plan which illustrates the location of the various destinations and districts of the Jefferson
City area.
1) Develop a strategy which illustrates the major destinations, districts, and
neighborhoods of the Jefferson City area. The strategy will also identify potential
locations for the various signs of the wayfinding system.
2) Develop signage concepts of wayfinding system: directional, identification, and
district signage
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3) Review with client the destinations/district plan and review the process
4) Identify the regional destinations within the CAMPO area, beyond the City of
Jefferson's boundaries.
Deliverables — Task 2
a) One (1) hardcopy plot of the destinations/district plan (22"x34")
b) One (1) digital file of all documents.
TASK 3 — PUBLIC MEETING
3.1 Public Meeting: Conduct a public meeting to solicit public input on the
destinations/districts plan
1) Public Meeting: Facilitate a public meeting which will solicit and document public
comments on the destinations/district plan. An open house format of display boards
of plan graphics will be utilized.
2) Documentation: Document the comments from the public at the Public Meeting in a
hardcopy format. A survey input station will be set up at the Meeting. A Facebook
page will be developed for additional communication with the public.
Deliverables — Task 3
a)
One (1) digital file of all documents.
TASK 4 — WAYFINDING PLAN SUMMARY REPORT
4.1 Wayfinding Plan Summary Report: Summary of the wayfinding plan report and planning
process.
1) Develop a summary report of the wayfinding plan including the planning process listing the
plan goals, decisions, and graphics.
2) Implementation Plan: summary of phases for the plan and identification of funding sources.
Deliverables — Task 4
a) Five (5) hardcopies of the summary report (8 1/2x11", color, bound)
b) One (1) digital file of all documents
SCHEDULE
Tasks to be completed as follows:
TASK 1: PROJECT INITIATION
TASK 2: DESTINATIONS/DISTRICTS PLAN
TASK 3: PUBLIC MEETING
TASK 4: WAYFINDING PLAN SUMMARY REPORT
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15 working days after
Notice to Proceed.
30 working days after Task 1
20 working days after Task 2
25 working days after Task 3
PHASE II
Additional services beyond the Scope of Services list above, yet pertinent to the implementation of the
Wayfinding Plan is listed as follows.
TASK 5 PRELIMINARY DESIGN
5.1 Preliminary Design Plans: Develop the preliminary design of the wayfinding plans.
1) Develop two (2) design options of the wayfinding signage concepts. The design of the
signage composition, materials, and dimensions of the various sign types.
2) Develop two (2) design options of the sign brand including graphic icons and color schemes.
3) Develop the detail sign elevations, cross sections and detail plans to convey the design intent
of the various wayfinding signs.
4) Develop a preliminary signage location plan which details the location of the various sign
types based on boundary/topographical surveys.
5) Develop a preliminary sign message schedule for specific locations.
6) Develop probable cost opinions of the preliminary design plans.
7) Develop Outline technical specifications of the preliminary designs of the wayfinding signs.
8) Mare sure drawings are coordinated with MODOT on right-of-ways, etc.
Deliverables Task 5
a) One (1) hardcopy plot of the preliminary design plans (1 1"x17")
b) One (1) digital file of all documents.
TASK 6 FINAL DESIGN
6.1 Final Design Plans: Develop the final design of the wayfinding plans.
1) Develop the final design of the approved wayfinding signage types in detail elevations, cross
sections and detail plans.
2) Develop the final design of the approved sign brand including graphic icons and color
schemes.
3) Develop the final signage location plan which details the location of the various sign types
based on boundary/topographical surveys.
4) Finalize the sign message schedule for specific locations.
5) Develop probable cost opinions of the final design plans.
6) Develop the final technical specifications of the final designs of the wayfinding signs
7) Present the materials above to the City and CAMPO for review and discussion
8) Obtain final approval and sign -off from the City.
9) Release final plans and specifications as bid documents to the City.
Deliverables Task 6
a) One (1) hardcopy of the final design plans (1 1"x17") to serve as construction
documentation and design standards for implementation.
b) One (1) digital file of all documents.
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TASK 7 WORKSHOP
7-1 Conduct a one day workshop for district, neighborhood and small community organization
on how to utilize the Wayfinding Masterplan and develop more wayfinding systems specific
to their community.
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EXHIBIT B
Notice of Federal Requirements:
The use of Federal funding requires compliance with state and federal regulations, certifications and assurances
on non-discrimination and Title VI requirements.
DBE Qualified firms are encouraged to participate in this solicitation.
All agreements or contracts for professional services to be undertaken will include, and are subject to Federal
contract conditions, statements, assurances and certifications. The following federal clauses shall be fully
considered in preparing responses.
ENERGY CONSERVATION REQUIREMENTS
42 U.S.C. 6321 et seq.
49 CFR Part 18
Energy Conservation - The contractor agrees to comply with mandatory standards and policies
relating to energy efficiency which are contained in the state energy conservation plan issued in
compliance with the Energy Policy and Conservation Act.
CLEAN WATER REQUIREMENTS
33 U.S.C. 1251
Clean Water - (1) The Contractor agrees to comply with all applicable standards, orders or
regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C.
1251 et seq . The Contractor agrees to report each violation to the Purchaser and understands
and agrees that the Purchaser will, in turn, report each violation as required to assure
notification to FTA and the appropriate EPA Regional Office.
(2) The Contractor also agrees to include these requirements in each subcontract exceeding
$100,000 financed in whole or in part with Federal assistance provided by FTA.
LOBBYING
31 U.S.C. 1352
49 CFR Part 19
49 CFR Part 20
APPENDIX A, 49 CFR PART 20 --CERTIFICATION REGARDING LOBBYING
Certification for Contracts, Grants, Loans, and Cooperative Agreements
(To be submitted with each bid or offer exceeding $100,000)
The undersigned [Contractor] certifies, 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
undersigned, 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,
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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 making lobbying contacts to 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 [as amended by "Government wide Guidance for New
Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2) herein
has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L.
104-65, to be codified at 2 U.S.C. 1601, et seq .)]
(3) The undersigned shall require that the language of this certification be included in the award
documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under
grants, loans, and cooperative agreements) and that all subrecipients 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 31, U.S.C. § 1352 (as amended by the
Lobbying Disclosure Act of 1995). 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.
[Note: Pursuant to 31 U.S.C. § 1352(c)(1) -(2)(A), any person who makes a prohibited expenditure
or fails to file or amend a required certification or disclosure form shall be subject to a civil
penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.]
The Contractor, 4/2G7u/2i61 , certifies or affirms the truthfulness and accuracy of each
statement of its certification and disclosure, if any. In addition, the Contractor understands and
agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if
any. ,
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Signature of Contractor's Authorized Official
c Pame and Title of Contractor's Authorized Official
Date
Notes: Mandatory Clause/Language
- Clause and specific language therein are mandated by 49 CFR Part 19, Appendix A.
Modifications have been made to the Clause pursuant to Section 10 of the Lobbying Disclosure
Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq. ]
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- Lobbying Certification and Disclosure of Lobbying Activities for third party contractors are
mandated by 31 U.S.C. 1352(b)(5), as amended by Section 10 of the Lobbying Disclosure Act of
1995, and DOT implementing regulation, "New Restrictions on Lobbying," at 49 CFR § 20.110(d)
- Language in Lobbying Certification is mandated by 49 CFR Part 19, Appendix A, Section 7,
which provides that contractors file the certification required by 49 CFR Part 20, Appendix A.
Modifications have been made to the Lobbying Certification pursuant to Section 10 of the
Lobbying Disclosure Act of 1995.
- Use of "Disclosure of Lobbying Activities," Standard Form -LLL set forth in Appendix B of 49
CFR Part 20, as amended by "Government wide Guidance For New Restrictions on Lobbying,"
61 Fed. Reg. 1413 (1/19/96) is mandated by 49 CFR Part 20, Appendix A.
Byrd Anti -Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of
1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Contractors who apply or bid for an
award of $100,000 or more shall file the certification required by 49 CFR part 20, "New
Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used
Federal appropriated funds to pay any person or organization for influencing or attempting to
influence an officer or employee of any agency, a member of Congress, officer or employee of
Congress, or an employee of a member of Congress in connection with obtaining any Federal
contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the
name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying
contacts on its behalf with non -Federal funds with respect to that Federal contract, grant or
award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the
recipient.
ACCESS TO RECORDS AND REPORTS
49 U.S.C. 5325
18 CFR 18.36 (i)
49 CFR 633.17
Access to Records - The following access to records requirements apply to this Contract:
1. Where the Purchaser is not a State but a local government and is the FTA Recipient or a
subgrantee of the FTA Recipient in accordance with 49 C. F. R. 18.36(i), the Contractor agrees to
provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or
any of their authorized representatives access to any books, documents, papers and records of
the Contractor which are directly pertinent to this contract for the purposes of making audits,
examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C. F. R. 633.17
to provide the FTA Administrator or his authorized representatives including any PMO
Contractor access to Contractor's records and construction sites pertaining to a major capital
project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the
programs described at 49 U.S.C. 5307, 5309 or 5311.
2. Where the Purchaser is a State and is the FTA Recipient or a subgrantee of the FTA Recipient
in accordance with 49 C.F.R. 633.17, Contractor agrees to provide the Purchaser, the FTA
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Administrator or his authorized representatives, including any PMO Contractor, access to the
Contractor's records and construction sites pertaining to a major capital project, defined at 49
U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at
49 U.S.C. 5307, 5309 or 5311. By definition, a major capital project excludes contracts of less than
the simplified acquisition threshold currently set at $100,000.
3. Where the Purchaser enters into a negotiated contract for other than a small purchase or under
the simplified acquisition threshold and is an institution of higher education, a hospital or other
non-profit organization and is the FTA Recipient or a subgrantee of the FTA Recipient in
accordance with 49 C.F.R. 19.48, Contractor agrees to provide the Purchaser, FTA Administrator,
the Comptroller General of the United States or any of their duly authorized representatives
with access to any books, documents, papers and record of the Contractor which are directly
pertinent to this contract for the purposes of making audits, examinations, excerpts and
transcriptions.
4. Where any Purchaser which is the FTA Recipient or a subgrantee of the FTA Recipient in
accordance with 49 U.S.C. 5325(a) enters into a contract for a capital project or improvement
(defined at 49 U.S.C. 5302(a)1) through other than competitive bidding, the Contractor shall
make available records related to the contract to the Purchaser, the Secretary of Transportation
and the Comptroller General or any authorized officer or employee of any of them for the
purposes of conducting an audit and inspection.
5. The Contractor agrees to permit any of the foregoing parties to reproduce by any means
whatsoever or to copy excerpts and transcriptions as reasonably needed.
6. The Contractor agrees to maintain all books, records, accounts and reports required under this
contract for a period of not less than three years after the date of termination or expiration of this
contract, except in the event of litigation or settlement of claims arising from the performance of
this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA
Administrator, the Comptroller General, or any of their duly authorized representatives, have
disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR
18.39(i)(11).
FEDERAL CHANGES
49 CFR Part 18
Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and
directives, including without limitation those listed directly or by reference in the Master
Agreement between Purchaser and FTA, as they may be amended or promulgated from time to
time during the term of this contract. Contractor's failure to so comply shall constitute a material
breach of this contract.
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CLEAN AIR
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42 U.S.C. 7401 et seq
40 CFR 15.61
49 CFR Part 18
(1) The Contractor agrees to comply with all applicable standards, orders or regulations issued
pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq . The Contractor agrees to
report each violation to the Purchaser and understands and agrees that the Purchaser will, in
turn, report each violation as required to assure notification to FTA and the appropriate EPA
Regional Office.
(2) The Contractor also agrees to include these requirements in each subcontract exceeding
$100,000 financed in whole or in part with Federal assistance provided by FTA.
NO GOVERNMENT OBLIGATION TO THIRD PARTIES
(1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any
concurrence by the Federal Government in or approval of the solicitation or award of the
underlying contract, absent the express written consent by the Federal Government, the Federal
Government is not a party to this contract and shall not be subject to any obligations or liabilities
to the Purchaser, Contractor, or any other party (whether or not a party to that contract)
pertaining to any matter resulting from the underlying contract.
(2) The Contractor agrees to include the above clause in each subcontract financed in whole or in
part with Federal assistance provided by FTA. It is further agreed that the clause shall not be
modified, except to identify the subcontractor who will be subject to its provisions.
PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS
AND RELATED ACTS
31 U.S.C. 3801 et seq.
49 CFR Part 3118 U.S.C. 1001
49 U.S.C. 5307
(1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act
of 1986, as amended, 31 U.S.C. § § 3801 et seq . and U.S. DOT regulations, "Program Fraud Civil
Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the
underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any
statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying
contract or the FTA assisted project for which this contract work is being performed. In addition
to other penalties that may be applicable, the Contractor further acknowledges that if it makes,
or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or
certification, the Federal Government reserves the right to impose the penalties of the Program
Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems
appropriate.
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(2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or
fraudulent claim, statement, submission, or certification to the Federal Government under a
contract connected with a project that is financed in whole or in part with Federal assistance
originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the
right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to
the extent the Federal Government deems appropriate.
(3) The Contractor agrees to include the above two clauses in each subcontract financed in whole
or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not
be modified, except to identify the subcontractor who will be subject to the provisions.
CIVIL RIGHTS REQUIREMENTS
29 U.S.C. § 623, 42 U.S.C. § 2000
42 U.S.C. § 6102, 42 U.S.C. § 12112
42 U.S.C. § 12132, 49 U.S.C. § 5332
29 CFR Part 1630, 41 CFR Parts 60 et seq.
(1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42
U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102,
section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit
law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee
or applicant for employment because of race, color, creed, national origin, sex, age, or disability.
In addition, the Contractor agrees to comply with applicable Federal implementing regulations
and other implementing requirements FTA may issue.
(2) Equal Employment Opportunity - The following equal employment opportunity
requirements apply to the underlying contract:
(a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act,
as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees
to comply with all applicable equal employment opportunity requirements of U.S. Department
of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal
Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq ., (which implement
Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order
No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42
U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and
Federal policies that may in the future affect construction activities undertaken in the course of
the Project. The Contractor agrees to take affirmative action to ensure that applicants are
employed, and that employees are treated during employment, without regard to their race,
color, creed, national origin, sex, or age. 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
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training, including apprenticeship. In addition, the Contractor agrees to comply with any
implementing requirements FTA may issue.
(b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as
amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to
refrain from discrimination against present and prospective employees for reason of age. In
addition, the Contractor agrees to comply with any implementing requirements FTA may issue.
(c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as
amended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of
U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal
Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining
to employment of persons with disabilities. In addition, the Contractor agrees to comply with
any implementing requirements FTA may issue.
(3) The Contractor also agrees to include these requirements in each subcontract financed in
whole or in part with Federal assistance provided by FTA, modified only if necessary to identify
the affected parties.
TERMINATION
49 U.S.C.Part 18
FTA Circular 4220.1E
a. Termination for Convenience (General Provision) The (Recipient) may terminate this contract,
in whole or in part, at any time by written notice to the Contractor when it is in the
Government's best interest. The Contractor shall be paid its costs, including contract close-out
costs, and profit on work performed up to the time of termination. The Contractor shall
promptly submit its termination claim to (Recipient) to be paid the Contractor. If the Contractor
has any property in its possession belonging to the (Recipient), the Contractor will account for
the same, and dispose of it in the manner the (Recipient) directs.
b. Termination for Default [Breach or Cause] (General Provision) If the Contractor does not
deliver supplies in accordance with the contract delivery schedule, or, if the contract is for
services, the Contractor fails to perform in the manner called for in the contract, or if the
Contractor fails to comply with any other provisions of the contract, the (Recipient) may
terminate this contract for default. Termination shall be effected by serving a notice of
termination on the contractor setting forth the manner in which the Contractor is in default. The
contractor will only be paid the contract price for supplies delivered and accepted, or services
performed in accordance with the manner of performance set forth in the contract.
If it is later determined by the (Recipient) that the Contractor had an excusable reason for not
performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the
control of the Contractor, the (Recipient), after setting up a new delivery of performance
schedule, may allow the Contractor to continue work, or treat the termination as a termination
for convenience.
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c. Opportunity to Cure (General Provision) The (Recipient) in its sole discretion may, in the case
of a termination for breach or default, allow the Contractor [an appropriately short period of
time] in which to cure the defect. In such case, the notice of termination will state the time period
in which cure is permitted and other appropriate conditions
If Contractor fails to remedy to (Recipient)'s satisfaction the breach or default of any of the terms,
covenants, or conditions of this Contract within [ten (10) days] after receipt by Contractor of
written notice from (Recipient) setting forth the nature of said breach or default, (Recipient) shall
have the right to terminate the Contract without any further obligation to Contractor. Any such
termination for default shall not in any way operate to preclude (Recipient) from also pursuing
all available remedies against Contractor and its sureties for said breach or default.
d. Waiver of Remedies for any Breach In the event that (Recipient) elects to waive its remedies
for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by
(Recipient) shall not limit (Recipient)'s remedies for any succeeding breach of that or of any other
term, covenant, or condition of this Contract.
e. Termination for Convenience (Professional or Transit Service Contracts) The (Recipient), by
written notice, may terminate this contract, in whole or in part, when it is in the Government's
interest. If this contract is terminated, the Recipient shall be liable only for payment under the
payment provisions of this contract for services rendered before the effective date of termination.
f. Termination for Default (Supplies and Service) If the Contractor fails to deliver supplies or to
perform the services within the time specified in this contract or any extension or if the
Contractor fails to comply with any other provisions of this contract, the (Recipient) may
terminate this contract for default. The (Recipient) shall terminate by delivering to the
Contractor a Notice of Termination specifying the nature of the default. The Contractor will only
be paid the contract price for supplies delivered and accepted, or services performed in
accordance with the manner or performance set forth in this contract.
If, after termination for failure to fulfill contract obligations, it is determined that the Contractor
was not in default, the rights and obligations of the parties shall be the same as if the termination
had been issued for the convenience of the Recipient.
g. Termination for Default (Transportation Services) If the Contractor fails to pick up the
commodities or to perform the services, including delivery services, within the time specified in
this contract or any extension or if the Contractor fails to comply with any other provisions of
this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall
terminate by delivering to the Contractor a Notice of Termination specifying the nature of
default. The Contractor will only be paid the contract price for services performed in accordance
with the manner of performance set forth in this contract.
If this contract is terminated while the Contractor has possession of Recipient goods, the
Contractor shall, upon direction of the (Recipient), protect and preserve the goods until
surrendered to the Recipient or its agent. The Contractor and (Recipient) shall agree on payment
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for.the preservation and protection of goods. Failure to agree on an amount will be resolved
under the Dispute clause.
If, after termination for failure to fulfill contract obligations, it is determined that the Contractor
was not in default, the rights and obligations of the parties shall be the same as if the termination
had been issued for the convenience of the (Recipient).
h. Termination for Default (Construction) If the Contractor refuses or fails to prosecute the work
or any separable part, with the diligence that will insure its completion within the time specified
in this contract or any extension or fails to complete the work within this time, or if the
Contractor fails to comply with any other provisions of this contract, the (Recipient) may
terminate this contract for default. The (Recipient) shall terminate by delivering to the
Contractor a Notice of Termination specifying the nature of the default. In this event, the
Recipient may take over the work and compete it by contract or otherwise, and may take
possession of and use any materials, appliances, and plant on the work site necessary for
completing the work. The Contractor and its sureties shall be liable for any damage to the
Recipient resulting from the Contractor's refusal or failure to complete the work within specified
time, whether or not the Contractor's right to proceed with the work is terminated. This liability
includes any increased costs incurred by the Recipient in completing the work.
The Contractor's right to proceed shall not be terminated nor the Contractor charged with
damages under this clause if -
1. the delay in completing the work arises from unforeseeable causes beyond the control and
without the fault or negligence of the Contractor. Examples of such causes include: acts of God,
acts of the Recipient, acts of another Contractor in the performance of a contract with the
Recipient, epidemics, quarantine restrictions, strikes, freight embargoes; and
2. the contractor, within [10] days from the beginning of any delay, notifies the (Recipient) in
writing of the causes of delay. If in the judgment of the (Recipient), the delay is excusable, the
time for completing the work shall be extended. The judgment of the (Recipient) shall be final
and conclusive on the parties, but subject to appeal under the Disputes clauses.
If, after termination of the Contractor's right to proceed, it is determined that the Contractor was
not in default, or that the delay was excusable, the rights and obligations of the parties will be
the same as if the termination had been issued for the convenience of the Recipient.
i. Termination for Convenience or Default (Architect and Engineering) The (Recipient) may
terminate this contract in whole or in part, for the Recipient's convenience or because of the
failure of the Contractor to fulfill the contract obligations. The (Recipient) shall terminate by
delivering to the Contractor a Notice of Termination specifying the nature, extent, and effective
date of the termination. Upon receipt of the notice, the Contractor shall (1) immediately
discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the
Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other
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information and materials accumulated in performing this contract, whether completed or in
process.
If the termination is for the convenience of the Recipient, the Contracting Officer shall make an
equitable adjustment in the contract price but shall allow no anticipated profit on unperformed
services.
If the termination is for failure of the Contractor to fulfill the contract obligations, the Recipient
may complete the work by contact or otherwise and the Contractor shall be liable for any
additional cost incurred by the Recipient.
If, after termination for failure to fulfill contract obligations, it is determined that the Contractor
was not in default, the rights and obligations of the parties shall be the same as if the termination
had been issued for the convenience of the Recipient.
j. Termination for Convenience of Default (Cost -Type Contracts) The (Recipient) may terminate
this contract, or any portion of it, by serving a notice or termination on the Contractor. The
notice shall state whether the termination is for convenience of the (Recipient) or for the default
of the Contractor. If the termination is for default, the notice shall state the manner in which the
contractor has failed to perform the requirements of the contract. The Contractor shall account
for any property in its possession paid for from funds received from the (Recipient), or property
supplied to the Contractor by the (Recipient). If the termination is for default, the (Recipient)
may fix the fee, if the contract provides for a fee, to be paid the contractor in proportion to the
value, if any, of work performed up to the time of termination. The Contractor shall promptly
submit its termination claim to the (Recipient) and the parties shall negotiate the termination
settlement to be paid the Contractor.
If the termination is for the convenience of the (Recipient), the Contractor shall be paid its
contract close-out costs, and a fee, if the contract provided for payment of a fee, in proportion to
the work performed up to the time of termination.
If, after serving a notice of termination for default, the (Recipient) determines that the Contractor
has an excusable reason for not performing, such as strike, fire, flood, events which are not the
fault of and are beyond the control of the contractor, the (Recipient), after setting up a new work
schedule, may allow the Contractor to continue work, or treat the termination as a termination
for convenience.
GOVERNMENT -WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT)
49 CFR Part 29
Executive Order 12549
This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor
is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or
affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR
29.940 and 29.945.
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The contractor is required to comply with 49 CFR 29, Subpart C and must include the
requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into.
By signing and submitting its bid or proposal, the bidder or proposer certifies as follows:
The certification in this clause is a material representation of fact relied upon by {insert agency
name}. If it is later determined that the bidder or proposer knowingly rendered an erroneous
certification, in addition to remedies available to {insert agency name}, the Federal
Government may pursue available remedies, including but not limited to suspension and/or
debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29,
Subpart C while this offer is valid and throughout the period of any contract that may arise from
this offer. The bidder or proposer further agrees to include a provision requiring such
compliance in its lower tier covered transactions.
BREACHES AND DISPUTE RESOLUTION
49 CFR Part 18
FTA Circular 4220.1E
Disputes - Disputes arising in the performance of this Contract which are not resolved by
agreement of the parties shall be decided in writing by the authorized representative of
(Recipient)'s [title of employee]. This decision shall be final and conclusive unless within [ten
(10)] days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a
written appeal to the [title of employee]. In connection with any such appeal, the Contractor
shall be afforded an opportunity to be heard and to offer evidence in support of its position. The
decision of the [title of employee] shall be binding upon the Contractor and the Contractor shall
abide be the decision.
Performance During Dispute - Unless otherwise directed by (Recipient), Contractor shall
continue performance under this Contract while matters in dispute are being resolved.
Claims for Damages - Should either party to the Contract suffer injury or damage to person or
property because of any act or omission of the party or of any of his employees, agents or others
for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such
other party within a reasonable time after the first observance of such injury of damage.
Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other
matters in question between the (Recipient) and the Contractor arising out of or relating to this
agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court
of competent jurisdiction within the State in which the (Recipient) is located.
Rights and Remedies - The duties and obligations imposed by the Contract Documents and the
rights and remedies available thereunder shall be in addition to and not a limitation of any
duties, obligations, rights and remedies otherwise imposed or available by law. No action or
failure to act by the (Recipient), (Architect) or Contractor shall constitute a waiver of any right or
duty afforded any of them under the Contract, nor shall any such action or failure to act
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constitute an approval of or acquiescence in any breach thereunder, except as may be specifically
agreed in writing.
DISADVANTAGED BUSINESS ENTERPRISE (DBE)
49 CFR Part 26
a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26,
Participation by Disadvantaged Business Enterprises in Department of Transportation Financial
Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is
10%. The agency's overall goal for DBE participation is _2_ °A). A separate contract goal has not been
established for this procurement.
b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the
performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in
the award and administration of this DOT -assisted contract. 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 Capital Area Metropolitan Planning Organization (CAMPO) deems appropriate.
Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph
(see 49 CFR 26.13(b)).
c. The successful bidder/offeror will be required to report its DBE participation obtained through race -
neutral means throughout the period of performance.
d. The contractor is required to pay its subcontractors performing work related to this contract for
satisfactory performance of that work no later than 30 days after the contractor's receipt of payment for that
work from the City of Jefferson. In addition, the contractor is required to return any retainage payments to
those subcontractors within 30 days after incremental acceptance of the subcontractor's work by the City of
Jefferson and contractor's receipt of the partial retainage payment related to the subcontractor's work.
e. The contractor must promptly notify City of Jefferson, whenever a DBE subcontractor performing work
related to this contract is terminated or fails to complete its work, and must make good faith efforts to
engage another DBE subcontractor to perform at least the same amount of work. The contractor may not
terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate
without prior written consent of the City of Jefferson.
INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS
FTA Circular 4220.1E
The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT,
whether or not expressly set forth in the preceding contract provisions. All contractual provisions required
by DOT, as set forth in FTA Circular 4220.1E are hereby incorporated by reference. Anything to the
contrary herein notwithstanding, all FTA mandated terms shall be
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