Loading...
HomeMy Public PortalAboutORD14878 BILL NO. 2911-94 SPONSORED BY COUNCILMAN f� Griffith / ORDINANCE NO. I `� y , AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH HDR ENGINEERING, INC., FOR TRAVEL DEMAND MODELING. WHEREAS, HDR Engineering, Inc. has been selected as the firm best qualified to provide professional services related to the Travel Demand Modeling, NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1, HDR Engineering, Inc., 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 HDR Engineering, Inc. 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: 1 ,`3"i� Approved: (1-712-011 LL Presiding Officer Mayor w ATTEST: APPROVED AS TO FORM: Ctty CIe Interim City Counselor CITY OF JEFFERSON CONTRACT FOR PROFESSIONAL SERVICES 1r[ b-j _ hv THIS CONTRACT, made and entered into this day oL&� ber, 2011, by and between the City of Jefferson, a municipal corporation of the State of Missouri, hereinafter referred to as the"City,"with offices at 320 East McCarty, Jefferson City, Missouri, 65101, and HDR Engineering, Inc., hereinafter referred to as the "Consultant," with offices at 4435 Main. Street, Suite 1000, Kansas City, Missouri, 64111. WITNESSETH: THAT WHEREAS, the City desires to engage the Consultant to render certain technical and professional planning services hereinafter described in Exhibit A. 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 render certain technical and professional planning services hereinafter described in Exhibit A. 2. Additional Services. The City may add to consultant services or delete therefrom activities of a similar nature to those set forth in Exhibit A, provided that the total cost of such work does not exceed the total cost allowance as specified in paragraph 6 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 Director of Planning&Protective Services and shall be accepted and countersigned by the Consultant or its agreed representatives. 3. Existing Data. All information, data and reports as are existing, available and necessary for the carrying out of the work, shall be furnished to the Consultant without charge by the City, and the City shall cooperate with the Consultant in every reasonable way in carrying out the scope of services. The Consultant shall not be liable for the accuracy of the information furnished by the City. 4. Personnel to be Provided. The Consultant represents that Consultant has or will secure at its expense all personnel required to perform the services called for under this contract by the Consultant. Such personnel shall not be employees of or have any contractual relationship with the City except as employees of the Consultant. All of the services required hereunder will be performed by the Consultant or under the Consultant's direct supervision and all personnel engaged in the work shall be fully qualified and shall .... .. .... U:\Contract ESles\Prufessional Services\iR]R Engineering Inc\CANTO Travel Demand Madel-w-pd be authorized under state and local law to perform such services. None of the work or services covered by this contract shall be subcontracted except as provided in Exhibit A without the written approval of the City. 5. Notice to Proceed. The services of the Consultant shall commence as directed in the Notice to Proceed and shall be undertaken and completed in accordance with the schedule contained in Exhibit A. 6. Compensation. The total amount for professional services rendered under this shall not exceed Ninety-Eight Thousand and Nine Hundred Twenty-Three Dollars ($9$,923.00) for all design and consultant services and printing. 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. 7. 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 may without cause terminate this contract upon 30 days prior written notice. In either such event all finished or unfinished documents,data, studies,surveys, drawings,maps,models,photographs, and reports or other materials prepared by the Consultant under this contract shall, at the option of the City, become its property, and the compensation for any satisfactory work completed on such documents and other materials shall be determined. Notwithstanding the above, the Consultant shall not be relieved of liability to the City for damages sustained by the City by virtue of any such breach of contract by the Consultant. 8. 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 agreement, 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 agreement, though City will attempt to so notify any such assignee. 9. 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. 10. 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, against any employee of consultant or U;\Contract ri1os\Professinnn3 Services\HDR Enginaering Inc\CAMPO Travel Demand Mndel.wpd 2 applicant for employment and shall include a similar provision in all subcontracts let or awarded hereunder. 11. Independent Contractor. The Consultant is an independent contractor and nothing herein shall constitute or designate the Consultant or any of its employees as agents or employees of the City. 12. Benefits not Available. The Consultant shall not be entitled to any of the benefits established for the employees of the City and shall not be covered by the Workmen's Compensation Program of the City. 13. Liability. The parties mutually agree to the following: a. In no event shall the City be liable to the Consultant for special, indirect, or consequential damages, except those directly or approximately caused by the City arising out of or in any way connected with this contract. b. The Consultant shall indemnify and hold the City harmless from and against all claims, losses and liabilities arising out of personal injuries, including death, and damages to property to the extent caused by any negligent act or omission on the part of the Consultant related to the services performed under this contract. 14. Documents. Reproducible copies of tracings and maps prepared or obtained under the terms of this Contract shall be delivered upon request to and become the property of the City upon termination or completion of work. Copies of basic survey notes and sketches, charts, computations and other data prepared or obtained under this Contract shall be made available, upon request, to the City without restrictions or limitations on their use. When such copies are requested, the City agrees to pay the Consultant its costs of copying and delivering same. 15. Nonsolicitation. The Consultant warrants that he had 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 deduct from the Contract price or consideration,or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gifts, or contingent fee. 16. 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. ... . ... .... . UACantract N-es,,Professiunal Servicea`BDDR Engineering Inc\CANTO Travel Aamnnd Model.wpd 3 17. Delays. That the Consultant shall not be liable for delays resulting from causes beyond the reasonable control of the Consultant; that the Consultant has made no warranties, expressed or implied, which are not expressly set forth in this Contract; and that under no circumstances will the Consultant be liable for indirect or consequential damages. 18. 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 federalwork authorization program with respect to the employees working in connection with the contracted services. b. Contractor shall sign an affidavit affirmingthat 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. 19. Notices. All notices required or permitted hereinunder and required to be in writing may be given by first class mail addressed to the Department of Planning & Protective Services, 320 East McCarty, Jefferson City, Missouri, 65101, and the Consultant, at 4R. Engineering, Inc., 4435 Main Street, Suite 1000, Kansas City, Missouri, 64111. The date and delivery of any notice shall be the date falling on the second full day after the day of its mailing. EXECUTED THIS L DAY OF-Septe-�e;2011. CITY OF JEFFE N, MISSOURI HDR ENGINEERING, INC. ti R. Curtis, Jr., nE Mayor 8V. Englmaft, Inc, ATTEST: ATTEST: City Clerk u Title: APPROVED AS TO FORM: Interim City Counselor U:\Contract Iiles\Yrufessionsl Servicus\1WR Engineering Inc\CAMPO Trnvel Demnnd Model.apd 4 LAMID Scope of Services-CAMPO Travel Demand Model updated&confirmed June 30,2011 This project has the following major goals: 1. Create, calibrate and validate a daily existing conditions TransCAD model for the CAMPO region based on 2010 conditions (including documentation). 2. Use the calibrated existing conditions model to create daily models for year 2020 and-2035 for the CAMPO region(including documentation). 3. Use hourly (diurnal) factors for each model to allow the estimation of peak-hour volumes and intersection analysis. 4. Provide initial results, documentation, and all model files to CAMPO. 1. Prolert Management 1.1 HDR will conduct project management activities including invoicing, monthly progress reports, cost control, sub-consultant coordination, and scheduling. HDR will also establish QA/QC protocols, based on standard company procedures. 1.2 HDR will attend monthly progress meetings (up to 9) to review progress with CAMPO staff and to discuss any scope adjustments that may be needed as the project develops. Up to three of these meetings will be in Jefferson City; it is assumed that the rest will be telephone conference calls. 2. Data Gathering This scope anticipates that the majority of the data listed in Task 3 (below) will be readily available from CAMPO or other agencies, in electronic formats, or will be developed by CAMPO as requested. However, it is anticipated that a certain amount of additional data will be needed, primarily consisting of field verification of certain network attributes, and minimal spot-checking of Iand-use. This scope includes no new traffic counts by the consultant. Up to 40 hours of planning/engineering time are allotted to this task. 3. TransCAD model—Existing Conditions The objective of this task is to develop, calibrate and validate a base year (2010) daily existing conditions model of the CAMPO area. The model will be developed using TransCAD 5.0. 3.1 Transportation Network HDR will review CAM-PO's existing region-wide GIS street network to determine adaptations that may be needed for modeling purposes. This includes a determination of which roadways will be incorporated into the model. This scope assumes that freeways, expressways, arterials, and key collectors will be included in the model. CAMPO will provide (or create) the following electronic GIS-based attributes for the roadways included in the region-wide network: • Street names • Functional classes • Number of lanes in each direction • Presence/type of median .. ....... .. .. ..... . ... .. • Posted speeds and/or free-flow speeds • Locations of one-way links • Locations of turn restrictions • Grades (where>3 %) HDR will review the CAMPO-attributed network(via plots, etc.) for reasonableness. HDR will develop roadway link capacity functions (equations involving the link attributes) based on standard factors, previous experience, and any capacity data that CAMPO can provide. Based on the results of Task 3.2 below, HDR will create centroid connectors representing the locations at which vehicles from Traffic Analysis Zones (TAZs) will access the transportation network. 3.2 Socioeconomic Data The objective of this task is to develop a 2010 base-year TAZ database containing socioeconomic data to underlie the travel forecasting. • CAMPO will provide a geodatabase of points for each parcel in the CAMPO region, including the type of land-use by ITE code (both employment and housing) and the magnitude of the land use (in appropriate units such as square feet, employees, dwelling units, acres, etc.)for 2010. • HDR will obtain relevant GI5-format census data for the CAMPO area, for use in developing trip productions (population, income, household size, etc.). HDR will use a combination of available 2010 Census figures and relevant historical Census data. • HDR will obtain LEND employment data files (available at no charge from Cornell University— 2008 is latest available) for the CAMPO area, for use as a check in developing trip attractions. CAMPO will also supply information regarding major recent developments in the region, for use in verifying that model land-use assumptions accurately represent current conditions. • HDR will work with CAMPO to develop land-use/socioeconomic categories to be incorporated in the model. Further, HDR will make recommendations regarding the independent variables in the trip rate equations (square footage, employees, etc.). It is anticipated that no more than 10 categories will be included in the model,plus allowance for special generators. • HDR will review the current CAMPO Traffic Analysis Zone (TAZ) structure and recommend refinements if necessary for modeling purposes. This scope assumes only minimal refinements will be needed. CAMPO staff will make the necessary refinements and provide a shape file importable into TransCAD. • HDR will aggregate the socioeconomic data to the TAZ level. HDR will incorporate the socioeconomic data into a database using TAZ as a unique identifier. HDR will review the data at a control total level, as well as via inspection of color-theme maps, and will incorporate it into the TransCAD model. 3.3 External Stations External stations are roadway links at the edges of the model, where traffic enters or leaves the model area. Based on available counts at the external locations, HDR will develop external station volumes, estimate external-internal (E-I) trips by purpose, and estimate extemaI-external (E- E) matrices ......... .... ..... for daily conditions. Additional sources used in the development of these estimates will include CAMPO staff, MoDOT staff, previous models, consideration of adjacent land-use, and consideration of facility fiuictional class. 3.4 Trip GenerationlDistribution In conjunction with CAMPO, HDR will recommend a set of trip purposes (up to 5) to be used in the model. Based on standard published rates, and any data available from CAMPO, HDR will develop daily person-trip generation rates (by trip purpose) for the production and attraction categories developed in Task 3.2. Based on industry standard data, and any additional data available from CAMPO, HDR will develop average vehicle occupancy assumptions by trip purpose. 3.5 Existing Traffic Counts CAMPO will provide all available current and historical counts (2005 to present) for roadways/highways in the CAMPO area, including MoDOT counts, in electronic format (hourly breakdowns by direction and vehicle classification). HDR will examine the available count data to determine whether the coverage is adequate for calibration/validation purposes. If not, HDR will recommend locations where additional counts are needed and request that CAMPO make such counts. HDR will import the counts into the TransCAD model for use in validation. CAMPO will provide peak-hour intersection turning-movement counts for up to 10 high-priority intersections throughout the CAMPO area. CAMPO will also provide lane geometry and signal timing for each intersection. HDR will work with CAMPO to identify which intersections will be included. 3.6 Model Process Control HDR will develop a GISDK-based interface for the CAMPO TransCAD model to automate the various phases of modeling to the extent feasible. The coding will include the implementation of time-of-day factors by trip purpose to allow extraction of peak-hour forecasts. Any source code developed in this task will be an open-source part of the model, and therefore available to CAMPO staff or its designees to use and edit. 3.7 Model Output/CalibrationlValidation HDR will run the model developed above, and will create plots and graphics illustrating link volume assignments. HDR will analyze calibration statistics for assignment vs. count, screen line vs. count, and trip length frequency distribution. The calibration will be based on industry guidelines, and will include percent assignment error, Root Mean Square Error (RMSE), Coefficient of Determination (R2), VMT, VHT, average speed, and other relevant parameters. HDR will adjust delay functions, trip length functions, and other parameters to improve calibration statistics if needed. HDR will extract p.m. peak-hour turning movement forecasts from the model for the 10 intersections referenced in Task 3.7, and will compare them with existing counts using similar error measures as used for the link volumes. 3.8 Documentation HDR will create a model development and calibration document that describes the process used to update the model for existing conditions, includes final volume plots, and summarizes the calibration statistics. .. ... .... ...... ... ....... .... 4. TransCAD model development—Year 2020 The purpose of this task is to develop a 2020 TransCAD (version 5.0) model for the CAMPO area, building on the 2010 base year model developed in Task 3. 43 Transportation Net►vork HDR will confer with CAMPO to verify roadway network assumptions to be used for the 2020 scenario. This will include an examination of committed and planned projects. HDR will modify the TransCAD network to represent the 2020 scenario. Similar to Task 3.1, this task includes discussion between HDR and CAMPO regarding which 2020 roadway modifications and new roadways will be incorporated into the model. Related link.attributes (listed in Task 3.1) and centroid connectors will be edited accordingly by HDR. 4.2 Socioeconomic Data CAMPO will provide (in electronic format) 2020 TAZ-Ievel forecasts of the socioeconomic variables developed in Task 3.2 for the entire CAMPO area. No TAZ structure refinements are assumed necessary in this task; the structure developed in Task 3 will be retained. HDR will review these forecasts for reasonability, and will incorporate them into the TransCAD model. 4.3 External Stations HDR will develop external 0-D forecasts for the 2020 scenario. Sources to be examined in developing the external O-D forecasts include historical traffic growth trends, control-total land- use forecasts, and/or other applicable information from available studies. 4.4 Model Rnns/Outputs HDR will modify the TransCAD model to create a daily 2020 scenario. HDR will run the model, and will create plots and graphics illustrating link assignments. HDR will review the model outputs with CAMPO staff for reasonableness, and make mutually agreeable adjustments if necessary. 4.5 Intersection Analysis HDR will extract p.m. peak-hour turning movement forecasts from the model for the ten intersections referenced in Task 3.7, and will conduct level-of-service (LOS) analysis using the Synchro software. 4.6 Documentation HDR will update the documentation developed in Task 3 to describe/illustrate the process used, and results obtained, in creating the 2020 model. 5. TraitsCAD utodel denelopttte►tt--2035 The purpose of this task is to develop a 2035 TransCAD (version 5.0) model for the CAMPO area, building on the 2010 and 2020 models developed in Tasks 3 and 4,respectively. 5.1 Transportation Network HDR will confer with CAMPO to verify roadway network assumptions to be used for the 2035 scenario. This will include an examination of committed and planned projects. HDR will modify the TransCAD network to represent the 2035 scenario. Similar to Task 3.1, this task includes discussion between HDR and CAMPO regarding which 2035 roadway modifications and new roadways will be incorporated into the model. Related link attributes (listed in Task 3.1) and centroid connectors will be edited accordingly by HDR. 5.2 Socioeconomic Data ..... ... . ............. . ..... .. ................. ...... CAMPO will provide (in electronic format) 2035 TAZ-Ievel forecasts of the socioeconomic variables developed in Task 3.2 for the entire CAMPO area. No TAZ structure refinements are assumed necessary in this task; the structure developed in Task 3 will be retained. HDR will review these forecasts for reasonability, and will incorporate them into the TransCAD model. 5.3 External Stations HDR will develop external O-D forecasts for the 2035 scenario. Sources to be examined in developing the external O-D forecasts include historical traffic growth trends, control-total land- use forecasts, and/or other applicable information from available studies. 5.4 Model Runs/Outputs HDR will modify the TransCAD model to create a daily 2035 scenario. HDR will run the model, and will create plots and graphics illustrating link assignments. HDR will review the model outputs with CAMPO staff for reasonableness, and make mutually agreeable adjustments if necessary. 5.5 Intersection Analysis HDR will extract p.m. peak-hour turning movement forecasts from the model for the ten intersections referenced in Task 3.7, and will conduct level-of-service (LOS) analysis using the Synchro software. 5.6 Documentation HDR will update the documentation developed in Tasks 3 and 4 to describe/illustrate the process used, and results obtained,in creating the 2035 model. HDR will also create a model user manual, documenting file management, general model structure/processes, and instructions for specific tasks. The document will be up to 15 pages in length. ... ...... ...................... .... ..... ...... ... ....... . Federal Contract Provisions 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 thus 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 sere . 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 park 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 zvith 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, 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, 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. 7Z Signature of Contractor's Authorized Official Name and Title of Contractor's Authorized Official gCz,atnR .jt[.C,� Q 'sSIt7Fit� Date Notes:Mandatory Clause/Language -Clause and specific Inguage 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 serf.] -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"Goverment 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 PMD 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 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. CLEAN AIR 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 sec . 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. (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.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. g 6102, section 202 of the Americans with Disabilities Act of 1990,42 U.S.C. § 1.2132, 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. 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 sec (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) AZee- 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)I£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. 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 timel 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 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 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. 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 unposed 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 ... .... ....... ....... ... ................ .. .... ... .......... ..... 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 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 ..... .... . ........ .. ... . .... . ....... . deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any (name of grantee) requests which would cause (name of grantee) to be in violation of the FTA terms and conditions. PROTEST PROCEDURE For all bids not exempted from the competitive bidding procedures, the City of Jefferson will provide a tabulation of bids and recommendation for award by telephone, fax, or mail to all responding bidders. Bidders wishing to challenge the award decision shall have a specified time, as listed on the recommendation for award, to file a bid protest with the purchasing agent. The protest period will be two (2) working days for telephone bids, ten (10)working days for informal written bids, and fifteen (15) working days for formal sealed bids. The protest must be filed in writing to the purchasing agent and must specify the grounds upon which the protest is based. A valid protest must 1) come from an actual bidder or offeror for the request, and 2) who claim to be the rightful award. That is, protest is not valid if filed by a bidder who cannot show they would be awarded the contract if their protest were accepted. The purchasing agent will review the protest and issue a written decision. If the bidder disagrees with the decision of the purchasing agent, the decision may be appealed to the finance director. The request for appeal must be filed within a specified time, as listed on the protest decision, with the purchasing agent. The request must describe the specific reason for the appeal and is limited to those matters that were raised in the original protest letter. The finance director will review the protest and issue a written decision. If the bidder is not satisfied, it may ask that its protest be considered by the city administrator if the award is less than $25,000.00 or the city council if the award is in excess of$25,000.00. Any decision regarding the matter made by the city administrator or city council is final. All protests will be reported to the Federal Transportation Administration. PROMPT PAYMENT CLAUSE The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than thirty days from receipt of each payment the prime contract receives from City of Jefferson, Missouri. The prime contractor agrees further to return retainage payments to each subcontractor within thirty days after the subcontractors 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 of Jefferson, Missouri. This clause applies to both DBE and non-DBE subcontract. ... ... .... ... ..... .... . .... ... .... ..... . ........ ... ...... ... ... . ...... ... .... . ..... ... . ........