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HomeMy Public PortalAboutORD16360BILL NO. 2023-020 SPONSORED BY Councilmember Spencer ORDINANCE NO. /1(09&0 AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH UNITED MECHANICAL SERVICES LLC, AIR CONDITIONING AND REFRIDGERATION MAINTENANCE SERVICES. WHEREAS, United Mechanical Services, LLC, has become the apparent best bidder for Heating, Air Conditioning and Refrigeration Maintenance services. NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. The bid of United Mechanical Services, LLC, is declared to be the lowest and best bid and is hereby accepted. Section 2. The Mayor and City Clerk are hereby authorized and directed to execute an agreement with United Mechanical Services, LLC for Heating, Air Conditioning and Refrigeration Maintenance services. 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: �7 23 Presiding Officer ATTEST: Approved: Mayor Ron itzwater APPROVED AS TO FORM: City At me CITY OF JEFFERSON HEATING, AIR CONDITIONING AND REFRIGERATION AGREEMENT THIS AGREEMENT made and entered into the date last executed by a party as indicated below, by and between the City of Jefferson, Missouri, a municipal corporation, hereinafter referred to as "City," and United Mechanical Services, LLC hereinafter referred to as "Contractor." WHEREAS, the City of Jefferson, Missouri, is desirous of obtaining maintenance, repair and replacement services for City heating, air conditioning and refrigeration units; and WHEREAS, Contractor is willing to enter into this agreement with respect to their employment and services upon the terms and conditions herein set forth. NOW, THEREFORE, be it agreed as follows: 1. Scope of Services. Contractor agrees to provide all supervision, labor, tools, equipment, materials and supplies for the preventative maintenance, service, repairs, replacement or related work on City heating, air conditioning and refrigeration systems which include the following City buildings (any other location added by the City after the contract has commenced): Police Department 401 Monroe Street, Jefferson City, MO Water Pollution Control Plant (All related buildings) 401 Old Mokane Road, Jefferson City, MO Animal Control 919 E. Miller Street, Jefferson City, MO Fire Museum 911 E. Miller Street, Jefferson City, MO Collections System Maintenance 2320 Hyde Park Road, Jefferson City, MO Fire Station No. 1 621 W. High Street, Jefferson City, MO Fire Station No. 2 Fire Station No. 3 2935 E. McCarty Street, Jefferson City, MO 302 Rock Hill Road, Jefferson City, MO Fire Station No. 4 820 Ellis Boulevard, Jefferson City, MO Fire Station No. 5 1005 Fairgrounds Road, Jefferson City, MO Jefferson City Memorial Airport (All related buildings) 500 Airport Road, Jefferson City, MO City Annex 427 Monroe Street, Jefferson City, MO 305 E. Miller Street, Jefferson City, MO Fire Apparatus Building 2304Hyde Park Road, Jefferson City, MO Parking Division 201 Madison Street, Jefferson City, MO Street Division 2310 Hyde Park Road, Jefferson City, MO Fire Drill Tower 915 E. Miller Street, Jefferson City, MO John G. Christy Building Transit/Central Maintenance Facility 320 E. McCarty Street, Jefferson City, MO 820 E. Miller Street, Jefferson City, MO Binder Park - Caretakers House Memorial Park Aquatic Center 5525 Henwick Lane, Jefferson City, MO 120 Binder Drive, Jefferson City, MO - 1 - Binder Park - Caretakers House 5518 Rainbow Drive, Jefferson City, MO Binder Park - Caretakers House 5422 Rainbow Drive, Jefferson City, MO Washington Park - Caretakers House 900 Indiana Street, Jefferson City, MO Animal Control Shelter 2308 Hyde Park Road, Jefferson City, MO Binder Campground - Bath House Washington Park Recreation Center 114 Campground Court, Jefferson City, MO 1203 Missouri Boulevard, Jefferson City, MO Washington Park Maintenance Building 810 Myrtle Avenue, Jefferson City, MO Parks Maintenance & Operations Center 935 Ellis Boulevard, Jefferson City, MO Golf Course Maintenance & Operations Ctr 930 Ellis Boulevard, Jefferson City, MO Historic House - Riverside Park 401 Ellis Porter Drive, Jefferson City, MO McClung Park - Indoor Pavilion McClung Park - Little Theater Bldg. 931 McClung Park Drive, Jefferson City, MO 1005 Chestnut Street, Jefferson City, MO Washington Park Ice Arena (Non -Ice Related Equipment Only) 711 Kansas Avenue, Jefferson City, MO Shikles Rec Center (LaSalette Building) 1200 Linden Drive, Jefferson City, MO Oak Hills Golf Course Clubhouse 932 Ellis Boulevard, Jefferson City, MO North Jefferson City Multipurpose Bldg. 810 Sandstone, Jefferson City, MO Green Berry Acres Indoor Cabin 1915 Green Berry Road, Jefferson City, MO Optimist Sports Complex 2000 Optimist Court, Jefferson City, MO Street Division 901 E. Miller Street, Jefferson City, MO Church Annex 415 Monroe Street, Jefferson City, MO Binder Sports Complex Rest/Concession 280 S. Binder Lake Road, Jefferson City, MO Contract Period. This contract shall be in effect from the date of last executed signature for one (1) year. This agreement shall automatically renew for two (2) additional one (1) year periods unless the City provides Contractor a written notice of non -renewal at least thirty (30) days prior to the first day of a renewal period. 3. Rates. The City hereby agrees to pay Contractor for the work done pursuant to this contract according to the payment rates set forth in Exhibit A. 4. Response Time. Repair service is to be provided on same day the call is received or on next regular working day. In the event emergency service is required after regular work day, Contractor will be paid the overtime labor rate. 5. Normal and Overtime Work Hours. Normal working hours are 8:00 a.m. to 5:00 p.m. on weekdays. Overtime hours are 5:00 p.m. to 8:00 a.m. on weekdays. Saturday, Sunday and holiday hours are 12:00 a.m. to 11:59 p.m. The quantity of work for which payment will be made will be for work man hours actually performed at the site. -2- Payment for work hours will be paid for the quantity as above determined at the unit price shown above, which price includes cost of labor, equipment normally associated with the type of repair, travel, benefits, overhead, profit, insurance and else necessary therefor and incidental thereto. 6. Payment. Payment shall be made to Contractor by City on a monthly basis following the submission by Contractor of an itemized, detailed statement of services rendered, which shall be presented to the Finance Department of the City no later than the fifth (5th) day of the month following rendition of the services. 7. Prevailing Wage Law. To the extent that the work performed by Contractor is subject to prevailing wage law, the Contractor and all subcontractors shall pay not less than the prevailing wage hourly rate for each craft or type of workman required to execute this contract as determined by the Department of Labor and Industrial Relations of Missouri, pursuant to Sections 290.210 through 290.340 inclusive, RSMo., Prevailing Wage is not required for any work under $75,000.00 in aggregate cost. Work exceeding the $75,000.00 will be bid and will not be covered under this agreement. 8. Prompt Payment. The Contractor agrees to pay each subcontractor under this contract for satisfactory performance of its contract no later than thirty (30) days from receipt of payment the Contractor receives from the City. The Contractor further agrees to return retainage payments to each subcontractor within thirty (30) days after the subcontractor's work is satisfactorily completed. Any delay or postponement of payment from the above -referenced timeframe may occur only for good cause following written approval of the City. This clause applies to both DBE and none -DBE subcontractors. 9. Estimate and Work WritemUn. For any work performed by the Contractor in excess of $1,000.00, the Contractor will provide a written estimate of cost to the appropriate department head before proceeding with work. After work is completed, Contractor will provide a write-up of work performed to the department head. 10. Parts and Materials. The Contractor shall provide all necessary parts and will invoice the department according to the rates in Exhibit A. All work shall be according to the provisions of the appropriate codes and regulations of the City, state and federal governments. 11. Reports. The contractor shall maintain a monthly log of all service performed that month, if any. The monthly log shall remain on the premises of each building at a mutually agreed upon location accessible to both the contractor and the designated contact person for each City building. The City shall notify the contractor of any service inadequately performed. The contractor shall review the notification and correct services within twenty-four (24) hours of receipt of notification. The contractor must notify the department that he has corrected the service that was inadequately performed. 12. Unclassified Work. Should the nature of a repair require labor, equipment and/or material not susceptible to classification under any items scheduled in the contract, the City can authorize the use of the unclassified labor. The rule for unclassified labor shall be the number of hours actually worked and the repairs plus reasonable travel time and will consist of the individual's hourly rate plus hourly fringe benefits plus employer's payroll contributions with a fifteen percent (15%) additional for overhead and profit. -3- Payment for equipment not susceptible to classification under any scheduled items in the contract will be limited to: A. For equipment rented by the vendor, the actual rental paid plus fifteen percent (15%) for overhead and profit. B. For equipment owned by the vendor, the monthly rental rate charged by recognized rental organizations times the number of hours the equipment was necessary for repairs plus reasonable travel time from the storage location to the site, all divided by one hundred seventy-six (176) hours. Payment for material not susceptible to classification under any scheduled items in the proposal will be applicable column price plus fifteen percent (15%) for overhead and profit. Prior to payment being authorized, the Contractor shall submit an itemized breakdown of the unclassified labor, equipment and/or material. The breakdown shall include information and documentation sufficient to substantiate the Contractor's claim. 13. Visit Notice. Contractor shall sign in at site locations and enter the date, time in and time out of each service visit, and name and service level (shopman, journeyman, etc.) of the individual performing the service. Tickets without this information will not be paid. 14. Identification. Employees of the Contractor shall have proper identification and present same prior to servicing. Identification must show the employee's service level (shopman, journeyman, etc.) 15. Insurance. Contractor agrees to obtain and maintain throughout the term of this contract A. Workmen's Compensation Insurance for all of its employees to be engaged in work under this contract. B. Contractor's Public Liability Insurance in an amount not less than $3,000,000 for all claims arising out of a single occurrence and $500,000 for any one person in a single accident or occurrence, except for those claims governed by the provisions of the Missouri Workmen's Compensation Law, Chapter 287, RSMo., and Contractor's Property Damage Insurance in an amount not less than $2,000,000 for all claims arising out of a single accident or occurrence and $300,000 for any one person in a single accident or occurrence. The City shall be endorsed as an additional insured on any such policy for the entire term of this contract; C. Automobile Liability Insurance in an amount not less than $3,000,000 for all claims arising out of a single accident or occurrence and $500,000 for any one person in a single accident or occurrence. E. Subcontracts - In case any or all of this work is sublet, the Contractor shall require the Subcontractor to procure and maintain all insurance required in Subparagraphs (a), (b), and (c) hereof and in like amounts. F. The Certificates of Insurance furnished to the City showing proof of compliance with these insurance requirements shall contain a provision that coverage under such policies shall not be canceled or materially changed until at least fifteen days prior written notice has been given to the City. -4- 16. Indemnity. Contractor agrees to indemnify, defend, and hold harmless the City for any and all damages, injuries, actions, costs, attorney's fees and other expenses whatsoever arising out of the performance of said work whether the property or persons damaged are the servants and employees of the Contractor or third parties in no manner connected with said work. 17. Contract Documents. The contract documents shall consist of the following: a. This Contract b. Addenda c. IFB4128 Solicitation Document d. Contractor's Bid Response This contract and the other documents enumerated in this paragraph, form the Contract between the parties. These documents are as fully a part of the contract as if attached hereto or repeated herein. 18. Reserved Rights of the City. The City reserves the right to separate any individual unit or location from coverage in this contract and to pursue any other methods of servicing that it desires. 19. 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 20. OSHA Trainino. a. Contractor shall provide a ten-hour Occupational Safety and Health Administration (OSHA) construction safety program for their on -site employees which includes a course in construction safety and health approved by OSHA or a similar program approved by the department which is at least as stringent as an approved OSHA program. b. All employees subject to this provision are required to complete the program within sixty days of beginning work on such construction project. C. Any employee, agent or subcontractor of the Contractor subject to this provision found on a worksite without documentation of the successful completion of the course shall be afforded twenty days to produce such documentation after which time they shall be removed from the project. d. If Contractor fails the provisions of subsection B, C, or D, the Contractor shall forfeit as a penalty two thousand five hundred dollars plus one hundred dollars for each employee employed by the contractor or subcontractor, for each calendar day, or portion thereof, such employee is employed without the required training. The penalty shall not begin to accrue until the time period in subsections A or B, whichever is applicable, of this section have elapsed. e. The City shall withhold and retain from any amount due under the contract, all sums and amounts due and owing as a result of any violation of this section when making payments to the contractor under the contract. The contractor may withhold from any -5- subcontractor, sufficient sums to cover any penalties the City has withheld from the contractor resulting from the subcontractor's failure to comply with the terms of this section. 21. Federal Funds to be Used. The City of Jefferson is a recipient of federal grant funds. Therefore, the grant requirements in Exhibit B shall be fully considered in preparing responses and performing work under any resulting award. 22. Failure to Perform. Should Contractor fail to provide services as set forth pursuant to this contract, or fail to meet any of the contract provisions, this contract may be canceled at the sole option of the City upon giving five (5) days written notice to Contractor. 23. Cancellation. The City reserves the right to cancel, without cause, this contract with fifteen (15) days written notice. 24. Notices. All notices, consents, authorizations, requests and statements hereunder shall be deemed to have been properly given if delivered by and or mailed by first class United States mail, postage prepaid, to the City of Jefferson, 320 East McCarty, Jefferson City,- Missouri, 65 10 1. and United Mechanical Services, LLC, 1515 E. High Street, Suite 103, Jefferson City, Missouri 65101. CITY OF JEFFERSON, MISSOURI Ron Fitzwater, Mayor Date: ATTEST: APPROVED ASTO FORM: ('it • r tto ev .6- UNITED MECHANICAL SERVICES, LLC — -- L-- , Title: ) -C nn y LJ : t «� �-�✓ Date: /_-7-2ot; ATTEST: 000, e: United Mechanical Services LLC Primary Responses Success: All data is voildl Group 7 - Fire Department EXHIBIT A Success: An values provided Bid ai.1 Labor Cast per Hour- Nomlar Working Hours- 565.00 567.00 E6900 $65.00 Commercial SaGcow All values provided Bid 41.2 Labor Cost per Hour- Overtime Working Hours - S 10500 5 107 00 S 10900 '. S 105.00 Commercial Success: All values provtded Bid 41.3 Labor Cost per Hour - Saturday, Sunday, or g 15000 S 155.00 $160.00 S 150.00 Holiday Working Hours - Commercial, Group 2 - Public Works and Other Success: All values provided Bid a2-1 Labor Cost per Hour- Normal Working Hours - $ 65 00 S 67.0o 3 E9 00 S 65.00 Commercial '.. Success: Ali values provided Bid 42.2 Labor Cost per Hour- Overtime Working Hours - f 105.00 E 107.00 E 109,00 E 10500 Commercial Success: All values provided Bid a2.3 Labor Cost per Hour- Saturday, Sunday, or E 160.OP E t55.00 E 160.00 S 150 00 Holiday Working Hours - Commercial _ Group 3 - Park Facilities Succcss:Allvafuasprovidatl Bid p3-1 Labor Cost per Hour- Normal Working Hours - 565.00 $67,00 $69,00 $65,00 Commercial '. Success: Alf values promdod Bid s3-2 Labor Cost per Hour- Normal Working Hvvm- S6500 56700 S6900 565.00 Residential Success: All values provided Bid 43-3 Labor Cost per Hour. -Overtime Working Hours - S t5000 E 155.00 E 160,00 E t50,00 Commercial Success: All values provided Bid 034 Labor Cost per Hour -Overtime Working Hours - 515000 E 15500 E 16000 E 15000 Residential Success: All values provided Bid 03.5 - Labor Cost per Hour- Saturday, Sunday, or g i50.00 $ 155.00 f 160,00 S 150.00 Holiday Working Hours - Commercial Success: All values provided Bid c34i Labor Cost per Hour- Saturday, Sunday, or 5150.00 S 15500 5 16000 $ 150.00 Holiday Working Hours - Residential Group A - Police Department Facilities Success: Ali values provided Bid e4-1 Labor Cost per Hour- Normal Working Hours- $B0.00 S62.W $0400 E60.00 Commercial Bid Labor Cost per Hour- Overtime Working Hours - S S 12600 5 12000 success: All -1- pravldod 04-2 Commemial E 120.00 12300 - tabor Cost per Hour- Saturday, Sunday, or success: All values provided Bid ire-3 Holiday Working Hours - Commercial S 150 00 S 75500 - S 16000 S 150.00 - Group 5 - Parts and Supplies - Enter as a number (2.5 % is entered at 2.5) Success: All values provided Bid dS1 Percentage markup for and supplies $0 - 20 00% 20.00% 20,00% 20.0046 f50parts Success: All values provided Bid 95-2 Percentage markup forS100s and supplies $50.01 • 18.00% 78.00% 18.00% 'I. 10,00% Success -All values provided Bid e5-3 Percemags markup for pans and supplies 75.00% 15.110% 15.00% 15.DO% $100.01 or more EXHIBIT B — FEDERAL CLAUSES No Government Obligation to Third Parties — (1) The City and contractor acknowledge and agree that, notwithstanding any concurrence by the US Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the US Government, the US Government is not a party to this contract and shall not be subject to any obligations or liabilities to the City, the 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 FTA assistance. 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 or Related Acts — (1) The contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 USC 3801 et seq. and USDOT regulations, "Program Fraud Civil Remedies," 49 CFR 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 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, submittal, or certification, the US Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act (1986) on the contractor to the extent the US Government deems appropriate. (2) If the contractor makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submittal, or certification to the US Government under a contract connected with a project that is financed in whole or in part with FTA assistance under the authority of 49 USC 5307, the Government reserves the right to impose the penalties of 18 USC 1001 and 49 USC 5307(n)(1) on the contractor, to the extent the US Government deems appropriate. (3) The contractor shall include the above two clauses in each subcontract financed in whole or in part with FTA assistance. The clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. Access to Records and Reports — The following access to records requirements apply to this contract: 1. Where the City is not a State but a local government and is an FTA recipient or a subgrantee of FTA recipient in accordance with 49 CFR 18.36(i), the contractor shall provide the City, the FTA, the US Comptroller General or their authorized representatives access to any books, documents, papers and contractor records which are pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. The contractor shall also, pursuant to 49 CFR 633.17, provide authorized FTA representatives, including any PMO contractor, access to the contractor's records and construction sites pertaining to a capital project, defined at 49 USC 5302(a)l, which is receiving FTA assistance through the programs described at 49 USC 5307, 5309 or 5311. 2. Where a City which is an FTA recipient or a subgrantee of FTA recipient in accordance with 49 USC 5325(a) enters into a contract for a capital project or improvement (defined at 49 USC 5302(a)(1)) through other than competitive bidding, the contractor shall make available records related to the contract .7. to the City, the Secretary of USDOT and the US Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. 3. The contractor shall permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 4. The contractor shall maintain all books, records, accounts and reports required under this contract for a period of not less than three (3) 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 City, FTA Administrator, US Comptroller General, or any of their authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Re: 49 CFR 18.39(i)(11). Federal Changes — The contractor shall comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between the City and FTA, as they may be amended or promulgated from time to time during the term of the contract. The contractor's failure to comply shall constitute a material breach of the contract. Civil Rights Requirement — Use this one. The one below is the wording from FTA and it is very long and confusing to figure out what actually applies to a contractor. The following requirements apply to the underlying contract: (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 CFR Parts 60 et sq., (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 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 CFR 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 — a. Termination for Convenience (General Provision) the City may terminate this contract, in whole or in part, at any time by written notice to contractor when it is in the City'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 the City. If the contractor is in possession of any of the City's property, the contractor shall account for same, and dispose of it as the City directs. b. Termination for Default [Breach or Causel (General Provision) If the contractor does not deliver items in accordance with the contract delivery schedule, or, if the contract is for services, and 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 City may terminate this contract for default. Termination shall be affected by serving a notice of termination to the contractor setting forth the manner in which contractor is in default. The contractor shall only be paid the contract price for supplies delivered and accepted, or for services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the City that 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 contractor, the City, after setting up a new delivery or performance schedule, may allow the contractor to continue work, or treat the termination as a termination for convenience. c. Opportunity to Cure (General Provision) the City 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 shall state the time period in which cure is permitted and other appropriate conditions. If the contractor fails to remedy to the City's satisfaction, the breach or default or any of the terms, covenants, or conditions of this contract within ten (10) days after receipt by the contractor or written notice from the City setting forth the nature of said breach or default, the City shall have the right to terminate the contract without any further obligation to the contractor. Any such termination for default shall not in any way operate to preclude the City 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 the City elects to waive its remedies for any breach by contractor of any covenant, term or condition of this contract, such waiver by the City shall not -9- limit its remedies for any succeeding breach of that or of any other term, covenant, or condition of this contract. e. 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 City may terminate this contract for default. The City shall terminate by delivering to contractor a notice of termination specifying the nature of default. The contractor shall 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 termination had been issued for the City's convenience. Breach of Contract 1. In the event of material breach of the contractual obligations by the contractor, the City may cancel the contract. At its sole discretion, the City may give the contractor an opportunity to cure the breach or to explain how the breach will be cured. The actual cure must be completed within no more than 10 working days from notification, or at a minimum the contractor must provide the City within 10 working days from notification a written plan detailing how the contractor intends to cure the breach. 2. If the contractor fails to cure the breach or if circumstances demand immediate action, the City will issue a notice of cancellation terminating the contract immediately. If it is determined the City improperly cancelled the contract, such cancellation shall be deemed a termination for convenience in accordance with the contract. 3. If the City cancels the contract for breach, the City reserves the right to obtain the equipment, supplies, and/or services to be provided pursuant to the contract from other sources and upon such terms and in such manner as the City deems appropriate and charge the contractor for any additional costs incurred thereby. 4. The contractor understands and agrees that funds required to fund the contract must be appropriated by the General Assembly of the State of Missouri for each fiscal year included within the contract period. The contract shall not be binding upon the City for any period in which funds have not been appropriated, and the City shall not be liable for any costs associated with termination caused by lack of appropriations. Disadvantaged Business Enterprise (DBE) — 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 City's overall goal for DBE participation is listed elsewhere. If a separate contract goal for DBE participation has been established for this procurement, it is listed elsewhere. 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 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 -10- as the municipal corporation deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)). c. Since no separate contract goal has been established, the contractor 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. In addition, the contractor may not hold retainage from its subcontractors or must return any retainage payments to those subcontractors within 30 days after the subcontractor's work related to this contract is satisfactorily completed or must return any retainage payments to those subcontractors within 30 days after incremental acceptance of the subcontractor's work by the City and contractor's receipt of the partial retainage payment related to the subcontractor's work. e. The contractor must promptly notify the City 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. Incorporation of Federal Transit Administration (FTA) Terms — All USDOT-required contractual provisions, as stated in FTA Circular 4220.1 F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this contract. The contractor shall not perform any act, fail to perform any act, or refuse to comply with any request that would cause the City to be in violation of FTA terms and conditions. Government -wide Debarment and Suspension (Nonprocurement) — The City agrees to comply with the requirements of 2 C.F.R. part 180, subpart C, as adopted and supplemented by U.S. DOT regulations at 2 C.F.R. part 1200, which includes the following: (a) It will not enter into any arrangement to participate in the development or implementation of contracts with any contractor that is debarred or suspended except as authorized by: 1 U.S. DOT regulations, "Nonprocurement Suspension and Debarment," 2 C.F.R. part 1200, 2 U.S. OMB, "Guidelines to Agencies on Government -wide Debarment and Suspension (Nonprocurement)," 2 C.F.R. part 180, including any amendments thereto, and 3 Executive Orders Nos. 12549 and 12689, "Debarment and Suspension," 31 U.S.C. § 6101 note, (b) It will review the U.S. GSA "System for Award Management," https://www.sam.gov, if required by U.S. DOT regulations, 2 C.F.R. part 1200. The contractor also will comply with federal debarment and suspension requirements when hiring subcontractors, and will review the "System for Award Management" at https://www.sam.gov, if necessary, to comply with U.S. DOT regulations, 2 C.F.R. part 1200, and (2). Buy America — The contractor shall comply with 49 USC 53230) and 49 CFR 661, stating that federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 CFR 661.7, and include software, microcomputer equipment and small purchases (currently less than $150,000) made with capital, operating, or planning funds. Separate requirements for rolling stock are stated at 53230)(2)(C) and 49 CFR 661.11. Rolling stock must be manufactured in the US and have a minimum 60% domestic content for FY2016 and -11- FY2017, a minimum 65% domestic content for FY2018 and FY2019 and a minimum 70% domestic content for FY2020 and beyond. A bidder or offeror shall submit appropriate Buy America certification to the City with all bids on FTA- funded contracts, except those subject to a general waiver. Proposals not accompanied by a completed Buy America certification shall be rejected as nonresponsive. This requirement does not apply to lower tier subcontractors. Lobbying — 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 City. Clean Air - 1) The contractor shall comply with all applicable standards, orders or regulations pursuant to the Clean Air Act, 42 USC 7401 et seq. The contractor shall report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to FTA and the appropriate EPA Regional Office. 2) The contractor shall include these requirements in each subcontract exceeding $150,000 financed in whole or in part with FTA assistance. Clean Water — The contractor shall comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 USC 1251 et seq. The contractor shall report each violation to the City and understands and agrees that the City shall, in turn, report each violation as required to FTA and the appropriate EPA Regional Office. The contractor shall include these requirements in each subcontract exceeding $150,000 financed in whole or in part with FTA assistance. Energy Conservation — The contractor shall comply with mandatory standards and policies relating to energy efficiency, stated in the state energy conservation plan issued in compliance with the Energy Policy & Conservation Act. Recycled Products — The contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. Access Requirements for Persons with Disabilities — The contractor shall comply with 49 USC 5301(d), stating federal policy that the elderly and persons with disabilities have the same rights as other persons to use mass transportation services and facilities and that special efforts shall be made in planning and designing those services and facilities to implement that policy. The contractor shall also comply with all applicable requirements of Sec. 504 of the Rehabilitation Act (1973), as amended, 29 USC 794, which -12- prohibits discrimination on the basis of handicaps, and the Americans with Disabilities Act of 1990 (ADA), as amended, 42 USC 12101 et seq., which requires that accessible facilities and services be made available to persons with disabilities, including any subsequent amendments thereto. Domestic Preference for Procurements As appropriate, and to the extent consistent with law (including 2 C.F.R. §200.322), the VENDOR should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum. steel. cement, and other manufactured products. Prompt Payment — The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 30 days from the receipt of each payment the prime contract receives from the City. The prime contractor agrees further to return retainage payments to each subcontractor within 30 days after the subcontractor's work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the City. This clause applies to both DBE and non -DBE subcontracts. -13-