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HomeMy Public PortalAbout060-2013 - Airport - Butler, Fairman and Seufert - Inspection oAGREEMENT BETWEEN OWNER AND ENGINEER THIS AGREEMENT is dated as of the _ r? t4__ day of in the year 2013, by and between Richmond Board of Aviation Commissioners 50 North Fifth Street Richmond, 1N 47374 hereinafter called the OWNER and BUTLER, FAIRMAN and SEUFERT, INC. 8450 Westfield Boulevard, Suite 300 Indianapolis_, IN 46240 hereinafter called the ENGINEER. WITNESSETH WHEREAS the OWNER requires professional engineering services in connection with the following described project: Ins ection of Taxiwa 'A' Lighting 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. Page 1 of 7 Contract #60-2013 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. 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 Blvd., Suite 300 lndiana olis 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 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. Page 2 of 7 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 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 to the extent covered by the ENGINEER's Comprehensive General Liability and Automobile Liability Insurance. 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. Page 3 of 7 8. 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. 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 at airport board meetings. 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- peted 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 Page 4 of 7 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. 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 ENGINEER shall not retain an employee or subsequently learns is an unauthorized alien. or contract with an unauthorized alien. The contract with a person that the ENGINEER The ENGINEER shall require its subconsultant, 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. 16. 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. Page 5of7 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. 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. Governing 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 Engineer 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. Rights 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 6of7 22. Limitation of Liability To the maximum extent permitted by law, the OWNER agrees to limit the ENGINEER's liability for the ENGINEER7s damages to the sum of $1,000,000.00 limit of Professional Liability insurance. This limitation shall apply regardless of the cause of action or legal theory pied or asserted. 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 ENGINEER: BUTLER, FAIRMAN and SEUFERT, INC t ') (-k -. Signature Bradley D. Watson, P.E. Executive Vice President Date: 6 1 17 / [J OWNER: CITY OF RICHMOND BOARD OF AVIATION COMMISSIONERS By: Date: �uf n G / j 2-6 3 ATTEST: Ile, Date: Co X 7 e -�, Page 7 of 7 APPENDIX "A" SERVICES BY ENGINEER A. PROJECT DESCRIPTION Provide inspection services for the Taxiway 'A' Lighting construction project. B. SCOPE OF WORK 1. Construction Observation Services Observe the work of the Contractor by periodic visits appropriate to the various stages of construction including site meetings for the pre -construction conference and pre -final inspection. A total of three site visits are calculated into Construction Observation Services. 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, Report of Final Findings, correspondence to the Contractor, and coordinate subconsultant for acceptance testing. 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. 2. Resident Project Representative (RPR) Services 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 and other project -related meetings. RPR shall coordinate and schedule all acceptance testing requirements of the con- tract documents. Page 1 of 3 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, ENGINEERS's clarifications and interpretations of the Contract Documents, progress reports, and other project related documents. RPR shall measure field quantities and keep records of the contractor's work for payment and acceptance. RPR shall keep daily reports summarizing the work completed. RPR shall write a daily report and a FAA weekly report 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 ENGINEERS'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. 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. 3. Final Construction Record The FAA is now emphasizing that all project records be kept and archived in the ownership of the Airport. In order to accomplish this, a CD shall be delivered to the airport that shall include scanned in records of the following: all material tickets, all Page 2 of 3 contractor invoices for materials, all certified payrolls, all submittals, all daily reports, and all weekly reports from the project. 4. Project Administration Services Prepare, close-out, submit and coordinate grant application documents for one FAA Airport Improvement Program and one State of Indiana Airport Development grant processing relative to the Basic Services during construction. This agreement is limited to one grant process regardless of grant type. Also included, is reporting of project status in up to twelve monthly airport board meetings. 5. As -Built Survey/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. 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 fuit 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. 5. 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. i. Obtain necessary easements and right-of-way for construction of the Project, including easement and right-of-way descriptions, property surveys and boundary surveys. B. 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. This agreement has been calculated based on a time period of a 75 calendar day construction project. Should the contract time be extended or additional construction contracts be added under this grant, there shall 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 APPENDIX "D" COMPENSATION A. Amount of Payment 1. For Basic Services, under Appendix "A", the OWNER shall pay the ENGINEER for services of the ENGINEER's principals and employees engaged directly on the Project, as follows: 2. For Services under Appendix "A" section 1. Construction Observation Services the lump sum amount of $13,000.00. 3. For Services under Appendix "A" section 2. Resident Project Representative Services the hourly not to exceed amount of $52,000.00. This amount includes approximately $4,000.00 for mileage compensation. The basis for compensation shall be the 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. 4. For Services under Appendix "A" section 3. Final Construction Record the lump sum amount of $3,000.00. 5. For Services under Appendix "K section 4. Project Administration Services the lump sum amount of $9,000.00. 6. For Services under Appendix "A" section 5. As -Built Survey/Record Drawings the lump sum amount of $5,000.00. B. Additional Services Additional Services would be services required in connection with permits, construc- tion inspection, right-of-way engineering, right-of-way acquisition, or any legal action or litigation requiring the testimony 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 project, 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 Filling rates noted in APPENDIX "13-1". The Hourly Billing Rates include overhead and fixed fee. In addition to the hourly fees for additional services indicated above, the ENGINEER shall be compensated for direct project -related expenses such as job -related travel, permit applications, etc. 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. Page 1 of 3 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. 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 BUTLER, FAIRMAN and SEUFERT, INC. HOURLY RATE SCHEDULE Classification Hourly Rate E-V Engineer V (Principal) $ 185.00 E-IV Engineer IV $ 172.00 E-Ill Engineer III $ 140.00 E-11 Engineer 11 $ 101.00 E-1 Engineer 1 $ 76.00 FP -IV Field Personnel IV (Project Coordinator) $ 144.00 FP-111 Field Personnel Ill $ 119.00 FP -II Field Personnel II $ 90.00 FP -I Field Personnel 1 $ 69.00 EA -Ill Engineer's Assistant 111 $ 145.00 EA-11 Engineer's Assistant II $ 108.00 EA-1 Engineer's Assistant 1 $ 82.00 S-II Support Personnel II $ 60.00 S-1 Support Personnel 1 $ 56.00 C-ll Clerical11 $ 89.00 C-1 Clerical $ 56.00 P-111 Planner/Environmental Specialist III $ 162.00 P-11 Plan nerlEnvironmental Specialist Il $ 95.00 P-1 Planner/Environmental Specialist 1 $ 80.00 GlS-IV GIS Administrator $ 135.00 GIS-1I1 GIS Database Administrator $ 115.00 GIS-11 GIS Specialist $ 95.00 GIS-1 GlS Technician $ 70.00 The billing rates are effective January 2013 and may be adjusted annually (beginning January 2014) to reflect changes in the compensation payable to the ENGINEER. Page 3 of 3 APPENDIX "E" MISCELLANEOUS PROVISIONS PROVISIONS FOR ALL FEDERALLY FUNDED AIE CONTRACTS The ENGINEER shall also comply with and include in every sub -tier the following federal clauses, which the term contractor within these clauses shall have the same meaning as ENGINEER, whenever federal funding is anticipated. CIVIL RIGHTS ACT OF 1964, TITLE VI — CONTRACTOR CONTRACTUAL 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: 1.1 Compliance with Regulations. The contractor shall comply with the Regulations relative to nondiscrimination in federally assisted programs of the Department of Trans- portation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this contract. 1.2 Nondiscrimination. The contractor, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, or national origin in the se- lection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor shall not participate either directly or indirectly in the dis- crimination prohibited by section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. 1.3 Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations either by competitive bidding or negotiation made by the contractor_ for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the contractor of the contractor's obligations under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin. 1.4 Information and Reports. The contractor shall provide all information and reports required by the Regulations or directives issued pursuant thereto and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Sponsor or the Federal Aviation Administration (FAA) to be pertinent to ascertain compliance with such Regulations, orders, and instructions. Where any in- formation required of a contractor is in the exclusive possession of another who fails or refuses to furnish this information, the contractor shall so certify to the sponsor or the FAA, as appropriate, and shall set forth what efforts it has made to obtain the infor- mation. 1.6 Sanctions for Noncompliance. In the event of the contractor's noncompliance with the nondiscrimination provisions of this contract, the sponsor shall impose such contract sanctions as it or the FAA may determine to be appropriate, including, but not limited to: Page 1 of 5 a. Withholding of payments to the contractor under the contract until the contractor complies, and/or b. Cancellation, termination, or suspension of the contract, in whole or in part. 1.6 Incorporation of Provisions. The contractor shall include the provisions of paragraphs 1 through 5 in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. The contractor shall take such action with respect to any subcontract or procurement as the sponsor or the FAA may direct as a means of enforcing such provisions including sanc- tions for noncompliance. Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the contractor may request the Sponsor to enter into such litigation to pro- tect the interests of the sponsor and, in addition, the contractor may request the United States to enter into such litigation to protect the interests of the United States. AIRPORT AND AIRWAY IMPROVEMENT ACT OF 1982, SECTION 620 - GENERAL CIVIL RIGHTS PROVISIONS The contractor assures that it will comply with pertinent statutes, Executive orders and such rules as are promulgated to assure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or handicap be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision obligates the tenanticoncessionaire/lessee or its transferee for the period during which Federal assistance is extended to the airport a program, except where Federal assistance is to provide, or is in the form of personal property or real property or interest therein or structures or improvements thereon. In these cases the provision obligates the party or any transferee for the longer of the following periods: (a) the period during which the property is used by the airport sponsor or any transferee for a purpose for which Federal assistance is extended, or for another purpose involving the provision of similar services or benefits or (b) the period during which the airport sponsor or any transferee retains ownership or possession of the property. In the case of contractors, this provision binds the contractors from the bid solicitation period through the completion of the contract. This provision is in addition to that required of Title VI of the Civil Rights Act of 1964. DISADVANTAGED BUSINESS ENTERPRISES Contract Assurance (§26.13) - The contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT assisted contracts. Failure by the contractor to carry out these requirements is a materi- al breach of this contract, which may result in the termination of this contract or such other remedy, as the recipient deems appropriate. Prompt Payment (§26.29) - The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 60 days from the Page 2 of 5 receipt of each payment the prime contractor receives from OWNER. The prime contractor agrees further to return retainage payments to each subcontractor within 60 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 OWNER. This clause applies to both DBE and non -DBE subcontractors. LOBBYING AND INFLUENCING FEDERAL EMPLOYEES (1) No Federal appropriated funds shall be paid, by or on behalf of the contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the making of any Federal grant and the amendment or modification of any Federal grant. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any Federal grant, the contractor shall complete and submit Standard Form-LLL, "Disclosure of Lobby Activities," in accordance with its instructions. ACCESS TO RECORDS AND REPORTS The Contractor shall maintain an acceptable cost accounting system. The Contractor agrees to provide the Sponsor, the Federal Aviation Administration and the Comptroller General of the United States or any of their duly authorized representatives access to any books, docu- ments, 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 contractor or their subcontractors may result in the suspension or termination of this contract or such other action that may be necessary to enforce the rights of the parties of this agreement. The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. RIGHTS TO INVENTIONS All rights to inventions and materials generated under this contract are subject to regulations issued by the FAA and the Sponsor of the Federal grant under which this contract is execut- ed. TRADE RESTRICTION CLAUSE Page 3 of 5 The contractor or subcontractor, by submission of an offer and/or execution of a contract, certifies that it: a. is not owned or controlled by one or more citizens of a foreign country included in the list of countries that discriminate against U.S. firms published by the Office of the United States Trade Representative (USTR); b. has not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national of a foreign country on said list, or is owned or controlled directly or indirectly by one or more citizens or nationals of a foreign country on said list; c. has not procured any product nor subcontracted for the supply of any product for use on the project that is produced in a foreign country on said list. Unless the restrictions of this clause are waived by the Secretary of Transportation in accord- ance with 49 CFR 30.17, no contract shall be awarded to a contractor or subcontractor who is unable to certify to the above. If the contractor knowingly procures or subcontracts for the supply of any product or service of a foreign country on said list for use on the project, the Federal Aviation Administration may direct through the Sponsor cancellation of the contract at no cost to the Government. Further, the contractor agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification without modification in each contract and in all lower tier subcontracts. The contractor may rely on the certification of a prospective subcontractor unless it has knowledge that the certification is erroneous. The contractor shall provide immediate written notice to the sponsor if the contractor learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The subcontractor agrees to provide written notice to the contractor if at any time it learns that its certification was erroneous by reason of changed circumstances. This certification is a material representation of fact upon which reliance was placed when making the award. If it is later determined that the contractor or subcontractor knowingly rendered an erroneous certification, the Federal Aviation Administration may direct through the Sponsor cancellation of the contract or subcontract for default at no cost to the Government. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the 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. This certification concerns a matter within the jurisdiction of an agency of the United States of America and the making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution under Title 18, United States Code, Section 1001, Page 4 of 5 ADDITIONAL PROVISIONS FOR AIE CONTRACTS EXCEEDING $10,000 TERMINATION OF CONTRACT a. The Sponsor may, by written notice, terminate this contract in whole or in part at any time, either for the Sponsor's convenience or because of failure to fulfill the contract obli- gations. Upon receipt of such notice services shall be immediately discontinued (unless the notice directs otherwise) and all materials as may have been accumulated in perform- ing this contract, whether completed or in progress, delivered to the Sponsor. b. If the termination is for the convenience of the Sponsor, an equitable adjustment in the contract price shall be made, but no amount shall be allowed for anticipated profit on un- performed services. c. If the termination is due to failure to fulfill the contractor's obligations, the Sponsor may take over the work and prosecute the same to completion by contract or otherwise. In such case, the contractor shall be liable to the Sponsor for any additional cost occa- sioned to the Sponsor thereby. d. If, after notice of termination for failure to fulfill contract obligations, it is determined that the contractor had not so failed, the termination shall be deemed to have been effected for the convenience of the Sponsor. In such event, adjustment in the contract price shall be made as provided in paragraph 2 of this clause. e. The rights and remedies of the sponsor provided in this clause are in addition to any other rights and remedies provided by law or under this contract. ADDITIONAL PROVISIONS FOR AIE CONTRACTS EXCEEDING $25,000 CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION The bidder/offeror certifies, by submission of this proposal or acceptance of this contract, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. It further agrees by submitting this proposal that it will include this clause without modification in all lower tier transactions, solicitations, proposals, contracts, and subcontracts. Where the bidder/offeror/contractor or any lower tier participant is unable to certify to this statement, it shall attach an explanation to this solicitationiproposal. Page 5of5