Loading...
HomeMy WebLinkAboutJKS Of Wisconsin & Oshkosh z e; ZIP-5 TRANSIT CLEANING SERVICES CONTRACT THIS AGREEMENT, made on the 9TH day of MARCH 2017,by and between the CITY OF OSHKOSH, party of the first part, hereinafter referred to as CITY, and JKS of Wisconsin Inc d/b/a/ ServiceMaster Building Maintenance, 2522 Fish Hatchery Road, Madison WI 53713,hereinafter referred to as the CONTRACTOR, WITNESSETH: That the City and the Contractor, for the consideration hereinafter named, enter into the following agreement. The Contractor's proposal is attached hereto and reflects the agreement of the parties except where it conflicts with this agreement, in which case this agreement shall prevail. ARTICLE I. PROTECT MANAGER A. Assignment of Project Manager. The Contractor shall assign the following individual to manage the project described in this contract: Nancy Hacker, Sales/Client Services Representative B. Changes in Project Manager. The City shall have the right to approve or disapprove of any proposed change from the individual named above as Project Manager. The City shall be provided with a resume or other information for any proposed substitute and shall be given the opportunity to interview that person prior to any proposed change. ARTICLE 11. CITY REPRESENTATIVE The City shall assign the following individual to manage the project described in this contract: Greg Maxwell, Maintenance Supervisor ARTICLE 111. SCOPE OF WORK The Contractor shall provide the services described in the CITY'S Specifications dated January 23, 2017, referred to as the "Invitation for Bid" for CLEANING SERVICES: TRANSIT FACILITIES & BUSES and the Contractor's bid proposal dated February 3, 2017. The Contractor's bid form is attached hereto as Exhibit 1. If anything in the Contractor's proposal conflicts with the CITY's Bid Specifications or with this agreement, the CITY's Bid Specifications and the provisions in this agreement shall govern. The Contractor may provide additional products and/or services if such products/services are requested in writing by the Authorized Representative of the City. ARTICLE IV. CITY RESPONSIBLITIES The City shall furnish, at the Contractor's request, such information as is needed by the Contractor to aid in the progress of the project, providing it is reasonably obtainable from City records. To prevent any unreasonable delay in the Contractor's work the City will examine all reports and other documents and will make an authorizations necessary to p y proceed with work within a reasonable time period. I l ARTICLE V. TERM i The term of this agreement shall be for three years beginning on the 1st day of April 2017, and extending to March 31, 2020. This agreement may be renewed by the City for two additional 1-year terms. Contract will automatically renew unless a 90 day notice of termination is given before the end of the initial or renewal term. E ARTICLE VII. PAYMENT A. The Contract Sum. The City shall pay to the Contractor an annual sum of $25,680.00 (twenty-five thousand, six hundred, eighty dollars and 00/100), adjusted by any changes hereafter mutually agreed upon in writing by the parties hereto. Fee schedules shall be firm for the duration of this Agreement. B. Method of Payment. The Contractor shall submit itemized monthly statements for services. The City shall pay the Contractor within 30 calendar days after receipt of such statement. If any statement amount is disputed, the City may withhold payment of such amount and shall provide to Contractor a statement as to the reason(s) for withholding payment. C. Additional Costs. Costs for additional services shall be negotiated and set forth in a written amendment to this agreement executed by both parties prior to proceeding with the work covered under the subject amendment. ARTICLE VIII. CONTRACTOR TO HOLD CITY HARMLESS The Contractor covenants and agrees to protect and hold the City of Oshkosh harmless against all actions, claims and demands of any kind or character whatsoever which may in any way be caused by or result from the intentional or negligent acts of the Contractor, his agents or assigns, his employees or his subcontractors related however remotely to the performance of this Contract or be caused or result from any violation of any law or administrative regulation, and shall indemnify or refund to the City all sums including court costs, attorney fees and punitive damages which the City may be obliged or adjudged to pay on any such claims or demands within thirty (30) days of the date of the City's written demand for indemnification or refund. ARTICLE IX. INSURANCE The Contractor agrees to abide by the attached City of Oshkosh Insurance Requirements. See Exhibit 2. ARTICLE X. TERMINATION j A. For Cause. If the Contractor shall fail to fulfill in timely and proper manner any of the obligations under this Agreement, the City shall have the right to terminate this Agreement by written notice to the Contractor. In this event, the Contractor shall be entitled to compensation for any satisfactory, usable work completed. B. For Convenience. The City may terminate this contract at any time by giving written notice to the Contractor no later than 10 calendar days before the termination date. If the City terminates under this paragraph, then the Contractor shall be entitled to compensation for any satisfactory work performed to the date of termination. This document and any specified attachments contain all terms and conditions of the Agreement and any alteration thereto shall be invalid unless made in writing, signed by both parties and incorporated as an amendment to this Agreement. I` i ARTICLE XI. FEDERAL AND STATE REGULATIONS This agreement shall at all times be subject to the rules and regulations of Wisconsin Department of Transportation and the Federal Transit Administration, under the provisions of the Urban Mass Transportation Act of 1964, as amended. See Exhibit 3. i i i i E f f t E E {I E t S t E In the Presence of: CONTRACTOR By: _ C Vii(- i Le (Seal of Contractor (Specify Title) if a Corporation.) By: (Specify Title) CITY OF OSHKOSH By: Mark A. Rohloff, City Manager ( t ess) w And. - . w ( ess) Pamela R. Ubrig, City Clerk APPROVED: City Attorney I hereby certify that the necessary provisiorls have been made to pay the liability, which will accrue under this contract. _ City Comptroller Exhibit 1 - Contractor's Bid Proposal I E s E r TO: ALL CLEANING SERVICES BIDDERS FROM: CITY OF OSHKOSH "G0,TkA,�tVSIT ... DATE: FEBRUAR'( 6, 2017 SUBJECT: ADDENDUM #1 Attached is Addendum #1. If you intend to submit a bid for the City of Oshkosh's IFB for Cleaning Services: Transit Facilities & Buses dated 1/23/17, please acknowledge receipt of this Addendum and include it within the submittal bid. E X Acknowl edge.receipt of Addendum# 1 I SeryiCeMaster Buil inq Maintenance Proposer/Contractor Name I' I t F I I! Bid Proposal Form CLEANING SERVICES: TRANSIT FACILITIES & BUSES BIDS DUE 10:00 A.M. FRIDAY FEBRUARY 17 2017 We, the undersigned, propose to furnish the City of Oshkosh Transit Division (GO Transit), FOB Oshkosh WI, 926 Dempsey Trail, Oshkosh WI 54902, cleaning services for a period of three (3) years, as per specifications, for the following amount: Bid Price per year: $ 25,680.00 Please list any annual cost adjustments that would apply to the 2nd through 5th years of the contract period. Bidders may attach worksheets or other detail explaining adjustments to cost. I NA i i Signatures: Karl Yanzer Vice President Name (type or print) Title Ka4'ee 6� a4� February 3, 2017 Signature Date I City of Oshkosh—Department of Transportation Page 15 Overall Federal Regulation Compliance Certification 49 CFR Part 18 The Contractor listed below hereby certifies that it 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 Federal Transit Administration (FTA) Master Agreement between the City of Oshkosh/GO Transit and the Federal Transit Administration, as they may be amended or promulgated from time to time during the term of this contract. The Contractor's failure to so comply shall constitute a material breach of this contract. Signature of Contractor's Authorized Official 61 Cl/i Karl Yanzer,vice President Name and Title of Contractor's Authorized Official I February 3, 2017 Date i I I I I, \i i i t I' i I' City of Oshkosh—Department of Transportation Page 17 Compliance with Specifications Certification (Bidder certifies) The bidder hereby certifies that it will comply with the contractor requirements issued by GO Transit in this IFB. The bidder warrants and certifies that of the following three paragraphs, paragraph A or B or C is true (q check one): A. x The bidder hereby states that it will comply with the requirements in all areas. (This means that there are no exceptions to the requirements, no matter how minor. If you have any doubts, check paragraph C or call the procuring agency for assistance.) B. The bidder hereby states that it will comply with the requirements in all areas except those where requests for clarification were approved prior to bid submission. C. The bidder hereby states that it will comply with the requirements in all areas except those noted on the attached page. The bidder j understands that those exceptions to the specifications may be considered non-responsive, and may be rejected. € , Signature of Contractor's Authorized Official i E i I Karl Yanzer, Vice President Name and Title of Contractor's Authorized Official pi February 3, 2017 Date i I E { City of Oshkosh—Department of Transportation Page 16 l' Exhibit 2— City of Oshkosh Insurance Requirements I I i E E L E F t `t k( I= i SERVMAS OP ID:CS ACORO" DATE(M MIDD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 03/08/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTANAME:CT Scott Hausmann,CIC Hausmann-Johnson Insurance Inc PHONE FAX 700 Regent St.,PO Box 259408 AIc No Ext):608-257-3795 AIc No): 608-257-4324 Madison,WI 53725-9408 E-MAIL Scott Hausmann,CIC ADDRESS: INSURERS AFFORDING COVERAGE NAIC# INSURERA:ACUITY Insurance 14184 INSURED ServiceMaster Building INSURER B: Maintenance JKS of Wisconsin,Inc. INsuRERc: 2522 Fish Hatchery Rd.Ste 100 INSURER D: Madison,WI 53713 INSURERE: INSURER F: COVERAGES CERTIFICATE NUMBER: 2017 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE IVSD SUB POLICY NUMBER POLICY EFF MM/DDNYYY LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 TTED CLAIMS-MADE O Ea OCCUR X Z61112 01/01/2017 01/01/2018 PREMISES o! nce $ 300,000 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 3,000,000 r POLICY O JECT [:]LOC PRODUCTS-COMP/OPAGG $ 3,000,000 i OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1000000 Ea accident > > I A XANY AUTO X Z61112 01/01/2017 01/01/2018 BODILY INJURY(Per person) $ I' ALLOWNED SCHEDULED AUTOS BODILY INJURY(Per accident) $ X AUTOS X NO OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS Peraccident .i UMBRELLA LIABX OCCUR EACH OCCURRENCE S 5,000,000 A X EXCESS LIAB CLAIMS-MADE X Z61112 01/01/2017 01/01/2018 AGGREGATE $ 5,000,000 DED I X I RETENTION$ 0 $ WORKERS COMPENSATION X ' AND EMPLOYERS'LIABILITY STATUTE ER H- I E.. YIN A ANY PROPRIETOR/PARTNER/EXECUTIVE Z61112 01/01/2017 01/01/2018 E.L.EACH ACCIDENT $ 100,000 OFFICER/MEMBER EXCLUDED? � N I A (Mandatory In NH) E.L.DISEASE-EA EMPLOYE $ 100,000 If yes,describe under (. DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 500,000 't DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) When required by contract,the City of Oshkosh is included as an additional insured on a primary,non-contributory basis with respect to the Commercial General Liability,Auto Liability,and Umbrella.A 30 day notice of cancellation applies. CERTIFICATE HOLDER CANCELLATION CITYOSH SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cit of Oshkosh THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Y ACCORDANCE WITH THE POLICY PROVISIONS. Attn:City Clerk 215 Church Ave AUTHORIZED REPRESENTATIVE PO Box 1130 Oshkosh,WI 54903rd ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD i I i f I ADDITIONAL INSURED-COMPLETED OPERATIONS-PRIMARY AUTO- CB-7242(5-13) MATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH Policy#X65085 YOU (OWNERS, LESSEES OR CONTRACTORS) This endorsement modifies insurance provided under 2. The insurance does not apply to: the following: a. Bodily injury or property damage which oc BIS-PAK BUSINESS LIABILITY AND MEDICAL EX- curs prior to execution of the contract or PENSES COVERAGE FORM agreement described in item 1; or 1. Who Is An Insured is amended to include as b. Bodily injury or property damage that oc- an additional insured: curs after the time period during which the a. Any person(s) or organization(s) for whom contract or agreement described in item 1 you have performed operations if you and requires you to add such person or or- such person(s) or organization(s) have ganization onto your policy as an additional operations; or o agreed in writing in a contract or agreement insured for completed p that such person(s) or organization(s) be c. Bodily injury or property damage arising out added as an additional insured on your poli- of the rendering of, or the failure to render, cy for completed operations; and any professional, architectural, engineering b. Any other person or organization you are or surveying services, including: required to add as an additional insured (1) The preparing, approving or failing to under the contract or agreement described prepare or approve maps, shop draw- in paragraph a above. ings, opinions, reports, surveys, field or- Such person(s) or organization(s) is an addi- ders, change orders or drawings and tional insured only with respect to liability in- specifications; and cluded in the products-completed operations (2) Supervisory, inspection, architectural or hazard for bodily injury or property damage engineering activities. caused, in whole or in part, by your work per- formed for that additional insured at the loca- 3. The insurance provided by this endorsement is i tion designated and described in the contract or primary and noncontributory. agreement. I E i F I Comprehensive Coverage deductible shown 4. "Miscellaneous equipment" means hand in the Declarations does not apply to loss to trucks, dollies, pallets, pads, covers, bind- property covered by an extension caused ers, tarps, tie-downs, chains and other simi- by fire or lightning. lar equipment used in the handling of prop- 2. If loss to property covered by these exten- erty being transported. sions is the result of a loss to the covered auto 5. "Period of restoration" means the period of under this Coverage Form's Specified time that: Causes of Loss Coverage,then for each cov- a. Begins: ered auto our obligation to pay for, repair, return or replace damaged or stolen property (1) Twenty-four hours after the time of will be reduced by a$100 deductible. loss for Rental Reimbursement 3. In the event that there is more than one Coverage or Business Income Cov- applicable deductible, only the highest de- erage; or ductible will apply. In no event will more (2) Immediately after the time of loss than one deductible apply. for Extra Expense Coverage; and O. Coverage Extensions Definitions b. Ends at the earliest of: 1. "Business income" means the: (1) The time required to resume your a. Net income (Net profit or loss before normal business operations; or income taxes) that would have been (2) The time that is reasonably neces- earned or incurred if no loss would sary to repair or replace the cov- have occurred; and ered auto. b. Continuing normal operating expenses Period of restoration does not include any incurred, including payroll. , increased period required due to the en- 2. "Extra expense" means those expenses you forcement of any ordinance or law that re- quires any insured or others to test for, incur to avoid or minimize the suspension of monitor, clean up, remove, contain, treat, business and to continue your business op- detoxify or neutralize or in any way respond erations. to or assess the effects of pollutants. 3. "Light truck' means a truck with a gross The expiration date of this policy will not cut vehicle weight of 10,000 pounds or less. short the period of restoration. ADDITIONAL INSURED-AUTOMATIC STATUS WHEN REQUIRED IN CA-7214(10-98) WRITTEN AGREEMENT WITH YOU-PRIMARY This endorsement modifies insurance provided under out of operations performed for the additional in- the following: sured by you. BUSINESS AUTO COVERAGE FORM 2. The coverage provided by this endorsement will GARAGE COVERAGE FORM be primary and noncontributory with respect to any MOTOR CARRIER COVERAGE FORM other coverage available to the additional insured. 1. Who Is an Insured under Section II - Liability 3. The Limits of Insurance applicable to the addi- Coverage is amended to include any person or or- tional insured are those specified in the written con- i ganization with whom you have agreed in writing in tract or agreement or in the Declarations for this a contract or agreement that such person or or- Coverage Form, whichever is less. These Limits of ganization be added as an additional insured on Insurance are inclusive and not in addition to the your policy. Such persons or organizations are addi- Limits of Insurance shown in the Declarations. tional insureds only with respect to liability arising I f f E, E I i i Exhibit 3—Federal Clauses 4 I 3 I E E i 't E; pE E p�. F i€l€ t: No Obligation by the Federal Government (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 the Federal Transit Administration(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 IRemedies," 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 I 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 i if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, E 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, E 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. Access to Records 49 U.S.C. 5325; 18 CFR 18.36 (i); 49 CFR 633.17 i 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(1), the Contractor agrees to I' f' provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations,excerpts and transcriptions. Contractor also agrees, pursuant to 49 C. F. R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1,which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307,5309 or 5311. 2. Where the Purchaser is a State and is the FTA Recipient or a subgrantee of the FTA Recipient in accordance with 49 C.F.R. 633.17, Contractor agrees to provide the Purchaser, the FTA 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). 7. FTA does not require the inclusion of these requirements in subcontracts. I I 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 (see http://vrww.fta.dot.gov/fLinding/apl?ly/grants financing 3162.html)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. Civil Rights 29 U.S.C. § 623, 42 U.S.C. § 2000; 42 U.S.C. § 6102, 42 U.S.C. § 12112 42 U.S.C. § 12132 49 U.S.C. § 5332; 29 CFR Part 1630, 41 CFR Parts 60 et seq. The following requirements apply to the underlying contract: i (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 t 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 opportunit Y 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. E Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity,Department of Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. §2000e note), and with any applicable Federal statutes,executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination;rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition,the Contractor agrees to comply with any implementing requirements FTA may issue. (b)Age-In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. §623 and Federal transit law at 49 U.S.C. §5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (c) Disabilities-In accordance with section 102 of the Americans with Disabilities Act, as amended,42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition,the Contractor agrees to comply with any implementing requirements FTA may issue. (3)The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. Disadvantaged Business Enterprises 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 1.1 %. 1 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 G termination of this contract or such other remedy as the GO Transit deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this t paragraph(see 49 CFR 26.13(b)). ;:. The successful bidder 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 GO Transit. In addition, [the contractor may not hold retainage f from its subcontractors.] [is required to return any retainage payments to those subcontractors within 30 days after the subcontractor's work related to this contract is satisfactorily completed.] [is required to return any retainage payments to those subcontractors within 30 days after incremental acceptance of the subcontractor's work by GO Transit and contractor's receipt of i the partial retainage payment related to the subcontractor's work.] e. The contractor must promptly notify the GO Transit,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 GO Transit. Incorporation of FTA Terms FTA Circular 4220.1F Incorporation of Federal Transit Administration(FTA)Terms-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 GO Transit requests which would cause GO Transit to be in violation of the FTA terms and conditions. I C Termination Provisions i 49 U.S.C. Part 18;FTA Circular 4220.1F f (1) Termination for Convenience-The performance of work under the Contract may be terminated by GO Transit in accordance with this Section in whole, or from time to time in part, I whenever GO Transit determines that such termination is in its best interest. Any such termination shall be effected by delivery to the Contractor of a notice of termination specifying the extent to which performance of work under the Contract is terminated and the date upon which such termination becomes effective. (2) Termination for Default-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 GO Transit may terminate this contract for default. The GO Transit 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 GO Transit. i (3) Termination by Mutual Agreement-The Contract may be terminated by mutual agreement of the parties. Such termination shall be effective in accordance with a written agreement by the f parties. Any other act of termination shall be in accordance with the termination by convenience or default provisions contained in these sections. Suspension and Debarment 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 bidder certifies as follows: The certification in this clause is a material representation of fact relied upon by the GO Transit. If it is later determined that the bidder or bidder knowingly rendered an erroneous certification, in addition to remedies available to the GO Transit, 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. Energy Conservation i 42 U.S.C. 6321 et seq.; 49 CFR Part 18 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. i E i I I I� E' t I1