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HomeMy WebLinkAboutRucinsky's Painting & Oshkosh, Transit Center Painting 61 G I N CONTRACTOR AGREEMENT: DOWNTOWN TRANSIT CENTER PAINTING CITY OF OSHKOSH THIS AGREEMENT, made on the 1211, day of July, 2017, by and between the CITY OF OSHKOSH,party of the first part,hereinafter referred to as CITY, and RUCINSKY'S PAINTING, 3680 N MAIN ST, OSHKOSH,WI 54901,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 1. COMPONENT PARTS OF THE CONTRACT This contract consists of the following component parts, all of which are as fully a part of this contract as if herein set out verbatim, or if not attached, as if hereto attached: 1. Proposal Solicitation 2. This Instrument 3. Contractor's Proposal In the event that any provision in any of the above component parts of this contract conflicts with any provision in any other of the component parts,the provision in the component part first enumerated above shall govern over any other component part which follows it numerically except as may be otherwise specifically stated. ARTICLE 11. PROTECT MANAGER A. Assignment of Project Manager. The Contractor shall assign the following individual to manage the project described in this contract: (JON RUCINSKY,VICE PRESIDENT) 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 III. CITY REPRESENTATIVE The City shall assign the following individual to manage the project described in this contract: (GREG MAXWELL,MAINTENANCE SUPERVISOR) Page 1 ARTICLE IV. SCOPE OF WORK The Contractor shall provide the services described in the City's Invitation for Bid for the Project titled DOWNTOWN TRANSIT CENTER PAINTING dated JUNE, 6, 2017, and the contractor's bid form and materials attached as Exhibit A. If anything in the Bid Form conflicts with the Bid Specifications, the provisions in the Bid Specifications 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 V. 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 any authorizations necessary to proceed with work within a reasonable time period. ARTICLE VI. TIME OF COMPLETION The work to be performed under this contract shall be completed by no later than October 1, 2017. ARTICLE VII. PAYMENT A. The Contract Sum. The City shall pay to.the Contractor for the performance of the contract the sum of $61,500.00, 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 Page 2 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 shall provide insurance for this project that includes the City of Oshkosh as an additional insured. The contractor's certificate of insurance for this project is attached as Exhibit 2. ARTICLE X. TERMINATION 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. 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. Page 3 IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed by their respective proper officers and affixed their corporate seals hereto as of the day and year first above written. R CONTRACTO:Z (Specify Title) (Specify Title) CITY OF OSHKOSH MARK A. ROHLOFF CITY MANAGER PAMELA R.UBRIG CITY CLERK APPROVED BY: I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this contract. LYNN A. LORENSON TRENA LARSON CITY ATTORNEY FINANCE DIRECTOR Page 4 EXHIBIT I—CONTRACTOR BID i i i I i i I t t f f E� tE (S s E€C €€C t Page 5 Bid Submittal Form DOWNTOWN TRANSIT CENTER PAINTING BIDS DUE 10.00 A.M., FRIDAY, JUNE 23, 2017 We, the undersigned, propose to furnish all labor and materials per the project specifications or noted deviations for the following amount(s): TOTAL BID PRICE: $ (, If 5 0 . C/a% —� (Total Bid Price — in Words) Signatures: Name (type or print) ' Title 2 7 Signature Date 4 i I t 1 �I I (F(: i i; City of Oshkosh—Department of Transportation Page 12 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 (4 check one): A. 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 understands that those exceptions to the specifications may be considered non-responsive, and may be rejected. Signature of Contractor's Authorized Official i Name and Title of Contractor's Authorized Official i i 3117 Date 4 t 6 I [E { E E E { 't E l City of Oshkosh—Department of Transportation Page 13 li 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. C�, i ��--f-` .j ' Signature of Contractor's Authorized Official jeuel1',I V />.,,/,/rName and Title of Contractor's Authorized Official Date City of Oshkosh—Department of Transportation Page 14 I TO: ALL PAINTING SERVICES BIDDERS FROM: CITY OF OSHKOSH — GO TRANSIT DATE: JUNE 15, 2017 SUBJECT: ADDENDUM #1 Attached is Addendum #1 . If you intend to submit a bid for the City of Oshkosh's IFB for Downtown Transit Center Painting dated 6/6/17, please acknowledge receipt of this Addendum and include it within the submittal bid. Acknowledge receipt of Addendum# 1 _7- Propose r/Contracto Proposer/Contractor Name i i I k EXHIBIT 2—INSURANCE REQUIREMENTS i i f p� E 1 I I `f E t { Page 6 I' 4/14/14 CITY OF OSHKOSH INSURANCE REQUIREMENTS 11. CONTRACTOR'S INSURANCE WITHOUT PROPERTY INSURANCE REQUIREMENTS The Contractor shall not commence work on contract until proof of insurance required has been provided to the applicable City department before the contract or purchase order is considered for approval by the City. It is hereby agreed and understood that the insurance required by the City of Oshkosh is primary coverage and that any insurance or self insurance maintained by the City of Oshkosh, its officers, council members, agents, employees or authorized volunteers will not contribute to a loss. All insurance shall be in full force prior to commencing work and remain in force until the entire job is completed and the length of time that is specified, if any, in the contract or listed below whichever is longer. 1. INSURANCE REQUIREMENTS FOR CONTRACTOR—LIABILITY&BONDS A. Commercial General Liability coverage at least as broad as Insurance Services Office Commercial General Liability Form, including coverage for Products Liability, Completed Operations, Contractual Liability, and Explosion, Collapse, Underground coverage with the following minimum limits and coverage: 1. Each Occurrence limit $1,000,000 2. Personal and Advertising Injury limit $1,000,000 3. General aggregate limit(other than Products–Completed Operations) per project $2,000,000 4. Products–Completed Operations aggregate $2,000,000 5. Fire Damage limit—any one fire $50,000 6. Medical Expense limit—any one person $5,000 7. Watercraft Liability, (Protection & Indemnity coverage)"if" the project work includes the use of, or operation of any watercraft, then Watercraft Liability insurance must be in force with a limit of$1,000,000 per occurrence for Bodily Injury and Property Damage. 8. Products–Completed Operations coverage must be carried for two years after acceptance of completed work. B. Automobile Liability coverage at least as broad as Insurance Services Office Business Automobile Form, with minimum limits of $1,000,000 combined single limit per accident for Bodily Injury and Property Damage, provided on a Symbol#1–"Any Auto" basis. C. Workers' Compensation as required by the State of Wisconsin, and Employers Liability insurance with sufficient limits to meet underlying Umbrella Liability insurance requirements. If applicable for the work coverage must include Maritime(Jones Act) or Longshoremen's and Harbor Workers Act coverage. D. Umbrella Liability providing coverage at least as broad as the underlying Commercial General Liability, Watercraft Liability (if required), Automobile Liability and Employers Liability, with a minimum limit of $2,000,000 each occurrence and $2,000,000 ,I aggregate, and a maximum self-insured retention of$10,000. i i II - 1 4/14/14 E. Aircraft Liability, "if" the project work includes the use of, or operation of any aircraft or helicopter, then Aircraft Liability insurance must be in force with a limit of $3,000,000 per occurrence for Bodily Injury and Property Damage including Passenger liability and including liability for any slung cargo. F. Builder's Risk / Installation Floater / Contractor's Equipment or Property - The contractor is responsible for loss and coverage for these exposures. City of Oshkosh will not assume responsibility for loss, including loss of use, for damage to property, materials, tools, equipment, and items of a similar nature which are being either used in the work being performed by the contractor or its subcontractors or are to be built, installed, or erected by the contractor or its subcontractors. G. Also, see requirements under Section 3. H. Bond Requirements 1. Bid Bond. Bids that are $25,000 or greater will require the contractor to provide to the owner a Bid Bond, which will accompany the bid for the project. The Bid Bond shall be equal to 5 percent of the contract bid. The City may, at its discretion, require bonds for certain contracts with amounts less than $25,000. 2. Payment and Performance Bond. If awarded the contract, bids that are $25,000 or greater will require the contractor to provide to the owner a Payment and Performance Bond in the amount of the contract price, covering faithful performance of the contract and payment of obligations arising thereunder, as stipulated in bidding requirements, or specifically required in the contract documents on the date of the contract's execution. The City may, at its discretion, require bonds for certain contracts with amounts less than $25,000. 3. Acceptability of Bonding Company. The Bid, Payment and Performance Bonds shall be placed with a bonding company with an A.M. Best rating of no less than A-and a Financial Size Category of no less than Class VI. 2. INSURANCE REQUIREMENTS FOR SUBCONTRACTOR All subcontractors shall be required to obtain Commercial General Liability (if applicable Watercraft liability), Automobile Liability, Workers' Compensation and Employers Liability, (if applicable Aircraft liability) insurance. This insurance shall be as broad and with the same limits as those required per Contractor requirements, excluding Umbrella Liability, contained in Section 1 above. I II - 2 4/14/14 3. APPLICABLE TO CONTRACTORS/SUBCONTRACTORS/SUB-SUB CONTRACTORS A. Acceptability of Insurers - Insurance is to be placed with insurers who have an A.M. Best rating of no less than A- and a Financial Size Category of no less than Class Vl, and who are authorized as an admitted insurance company in the state of Wisconsin. B. Additional Insured Requirements — The following must be named as additional insureds on all Liability Policies for liability arising out of project work - City of Oshkosh, and its officers, council members, agents, employees and authorized volunteers. On the Commercial General Liability Policy, the additional insured coverage must be ISO form CG 20 10 07 04 or its equivalent and also include Products — Completed Operations ISO form CG 20 37 07 04 or its equivalent for a minimum of 2 years after acceptance of work. This does not apply to Workers Compensation Policies. C. Certificates of Insurance acceptable to the City of Oshkosh shall be submitted prior to commencement of the work to the applicable City department. These certificates shall contain a provision that coverage afforded under the policies will not be canceled or non renewed until at least 30 days' prior written notice has been given to the City Clerk —City of Oshkosh. i II - 3 i "� CERTIFICATE OF LIABILITY INSURANCE DATE(MM/°D/YYY, 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 pol(cy(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 CONTACT Insurance Agency contact NAME: information,including street PHONE Insurance Agent's FAX '.. contact informati address and PO Box it on. I A/C.No (AIC.No.EM): i( ) applicable. E-MAIL ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: ABC Insurance Company NAIC# INSURED Insureds contact information, INSURER B: XYZ Insurance Company NAIC# including name,address and phone number. INSURER c: LMN Insurance Company NAIC# INSURER D: Insurer(s)must have a minimum A.M.Best rating ofA- and a Financial Performance Rating of VI orbeffer. — INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 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 AMY 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 ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER MM/DD/YYY MM/DD/YYY LIMITS GENERAL LIABILITY I EACH OCCURRENCE $1,000,000 ® ® ❑ General Liability Policy Number Policy effective and expiration date. DAMAGE TO RENTED COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurrence) $50,000 A [:]]CLAIMS-MADE OCCUR MED EXP(Any one person) $5,000 ® ISO FORM CG 20 37 OR EQUIVALENT PERSONAL&ADV INJURY $1,000,000 ❑ GENERAL AGGREGATE $2,000,000 GEN'LAGGREGATE LIMIT APPLIES PER: PRODUCTS—COMP/OP AGG $2,000,000 I■POLICY[M LOC $ �IQI�JECT��IIJJ�� AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Eaaccident $1,000,000_ ®ANY AUTO ® ❑ Auto Liability PolicyNumber Policy effective and expiration date. BODILY INJURY(Per person) $ B ❑ALL OWNED ❑AUTOS AUTOS SCHEDULED BODILY INJURY(Per accident) $ ❑HIRED AUTOS NON-OWNED PROPERTY DAMAGE ❑ AUTOS (Per accident) $ El $ ®UMBRELLA LIAB Im OCCUR ® ElEACH OCCURRENCE $2,000,000 A 07 EXCESS LIAB ❑ CLAIMS-MADE 1Umbre11.LiabffltyP.Fcy Numberl Poficyeffective and expiration date. AGGREGATE $2,000,000 ❑IDED I®I RETENTION$10,000 I1 $ C WORKERS COMPENSATION TH- AND EMPLOYERS'LIA ILIITY El El ®TORY LIMITS❑ OER _ ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICE/MEMBER EXCLUDED? Y/N Workers Compensation Policy Policy effective and expiration date. E.L.EACH ACCIDENT $100,000 (Mandatory in NH) N Number I E.L.DISEASE—EA EMPLOYEE $100,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE—POLICY LIMIT $500,000 ❑ ❑ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space Is required) Additional Insureds per attached endorsements. j Certificates of Insurance acceptable to the City of Oshkosh shall be submitted prior to commencement of the work to the applicable City department. These certificates shall contain a provision that coverage afforded under the policies will not be canceled or non renewed until at least 30 days'prior written notice has been given to the City Clerk—City of Oshkosh. CERTIFICATE HOLDER CANCELLATION City of Oshkosh,Attn:City Clerk Insurance Standard II SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 5 Church Avenue SAMPLE CERTIFICATE THE EXPIRATION DATE,THEREOF,NOTICE WILL BE DELIVERED IN 21 21Box 1130 ACCORDANCE WITH THE POLICY PROVISIONS. PO Oshkosh,WI 54903-1130 Please indicate somewhere on this certificate,the contract or project# AUTHORIZED REPRESENTATIVE this certificate is for. ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD I E POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location(s)Of Covered Operations As required by contract Any and all job sites Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds,the following additional exclu- organization(s) shown in the Schedule, but only sions apply: with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" This insurance does not apply to "bodily injury" or caused, in whole or in part, by: "property damage" occurring after: 1. Your acts or omissions; or 1. All work, including materials, parts or equip- 2. The acts or omissions of those acting on your ment furnished in connection with such work, behalf; on the project(other than service, maintenance or repairs) to be performed by or on behalf of In the performance of your ongoing operations for the additional insured(s) at the location of the the additional insured(s) at the location(s) design- covered operations has been completed; or nated above. 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. Insurance Standard 11 E SAMPLE CERTIFICATE Please indicate somewhere on this ( certificate,the contract or project# this certificate is for. I CG 20 10 07 04 ©ISO Properties, Inc., 2004 Page 1 of 1 ❑ i POLICY NUMBER: Poli COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Location And Description Of Completed Operations As required by contract Any and all job sites Information required to complete this Schedule, if not shown above,will be shown in the Declarations. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property dam- age" caused, in whole or in part, by "your work" at the location designated and described in the sched- ule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". Insurance Standard 11 SAMPLE CERTIFICATE Please indicate somewhere on this certificate,the contract or project# this certificate is for. CG 20 37 07 04 ©ISO Properties, Inc., 2004 Page 1 of 1 ❑ EXHIBIT 3—FEDERAL CONTRACT CLAUSES 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 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. Page 7 Access to Records 49 U.S.C. 5325 18 CFR 18.36 (i) 49 CFR 633.17 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 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 Page 8 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(1)(11). 7. FTA does not require the inclusion of these requirements in subcontracts. 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://www.fta.dot.gov/funding/``apply/giants financing 3162.htm1)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: (1) Nondiscrimination-In accordance with Title VI of the Civil Rights Act, as amended,42 U.S.C. §2000d, section 303 of the Age Discrimination Act of 1975, as amended,42 U.S.C.§ 6102, section 202 of the Americans with Disabilities Act of 1990,42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. §5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed,national origin, sex, age, or disability. In addition,the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity-The following equal employment opportunity requirements apply to the underlying contract: (a) Race, Color, Creed,National Origin, Sex-In accordance with Title VII of the Civil Rights Act, as amended,42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. §5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL)regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity,Department of Labor,"41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.C. §2000e note), and with any applicable Federal statutes, executive orders,regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to Page 9 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 %. 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 GO Transit deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this 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 Page 10 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 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 4220.117 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. Termination Provisions 49 U.S.C. Part 18 FTA Circular 4220.1F (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, 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. Page 11 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. (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 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 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. Page 12