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HomeMy WebLinkAboutResolution - 2020-R0161 - RS & H, Inc. Contract 15200Resolution No. 2020-RO161 Item No. 6.22 May 12, 2020 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, Professional Services Contract No. 15200 for the design and preparation of plans and specifications and support services for various airport improvement projects including but not limited to bidding services, project administration, supervision and coordination for airport construction projects at Lubbock Preston Smith International. Airport (LPSIA), by and between the City of Lubbock and RS&I-1, Inc., and related documents. Said Contract is attached hereto and incorporated in this resolution as if fully set forth herein and shall be iru:lUded in the minutes of the City Council. Passed by the City Council on May 12, 2020 DANIII, M. POPE, MAYOR ATTEST: Re" cc [lalLd, City Secretary APPROVED AS TO CONTENT: I-1A J-P Bi11 ert n, Deputy Cit anager APPROVED S 'l'O FORM: l c Saf 9 ,1 st Assistant City Attorney ccdocs/RES.Contract 15200 - RS&1-1, Inc. (LPS1A) April 27, 2020 DocuSign Envelope ID BOF3AB60-CDA4-48C9-A0E6-EE633E19E934 Resolution No. 2020-IZO161 PROFESSIONAL SERVICES AGREEMENT STATE OF TEXAS § COUNTY OF LUBBOCK § This Professional Service Agreement ("Agreement") Contract No. 15200 is entered into this 12th day of May. Q2 0_ by and, between City of Lubbock (the "City"), a Texas home rule municipal corporation, and RS&H, Inc. (the "Engineer"), a Texas corporation. WITNESSETH WHEREAS, Owner intends to construct certain improvements requiring professional services at Lubbock Preston Smith International Airport; and WHEREAS, Engineer has a professional staff experienced and qualified to provide professional engineering services related to various airport improvement projects; and WHEREAS, Owner desires to contract with Engineer to provide professional architecturallengineering services for the design and preparation of plans and specifications and support services for various airport improvement projects including but not limited to bidding services, project administration, supervision, and coordination for airport construction projects. NOW THEREFORE, for and in consideration of the terms, covenants and conditions set forth in this Agreement, Owner and Engineer hereby agree as follows: ARTICLE 1. TERM The effective date of this Agreement shall be the 12th day of May 2020. The Agreement shall be effective for five (5) years, unless otherwise terminated or extended pursuant to the terms contained herein. ARTICLE 1I. SERVICES AND COMPENSATION A. Engineer shall perform services as set forth in the Engineer's Scope of Services in Exhibit "A" attached hereto and incorporated herein ("Services"). B. Owner shall pay Engineer for Services in accordance with Exhibit "B" attached hereto and incorporated herein ("Compensation"). Page 1 of 10 2231847.xxx Lubbock On•Ca11 Protosslonal Servrces Agreement Page 1 046 DocuSign Envelope ID: B9FMB60-CDA448C9-ADEFEE633E19E934 ARTICLE III. TERMINATION A. General, Owner may terminate this Agreement, at any time, upon written notice to Engineer. Upon receipt of such notice, the Engineer shall, unless the notice directs otherwise, immediately discontinue all work in connection with the perfomtance of the Agreement and shall proceed to cancel promptly all existing orders insofar as such orders are chargeable to this Agreement. The Engineer shall submit a statement showing in detail the work performed under this Agreement to the date of termination. The Owner shall then pay Engineer only for Services actually performed by Engineer up to the date Engineer is deemed to have received notice of termination as provided herein. B. Termination and Remedies. In the event Engineer breaches any term and/or provision of this Agreement, Owner shall be entitled to exercise any right or remedy available to it by this Agreement, at law or equity, including without limitation, termination of this Agreement and assertion of action for damages and/or injunctive relief. The exerciseofanyrightorremedy shall not preclude the concurrent or subsequent exercise of any other right or remedy and all other rights and remedies shall be cumulative. ARTICLE IV. NON -ARBITRATION The Owner reserves the right to exercise any right or remedy available to it by law, contract equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the Owner shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and another provision in, or related to, this document, this provision shall control. ARTICLE V. REPRESENTATIONS AND WARRANTIES A. Existence. Engineer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas and is qualified to carry on its business in the State of Texas. B. Corporate Power. Engineer has the corporate power to enter into and perform under Agreement all Services contemplated hereby. C. Authorization. Execution, delivery, and performance of this Agreement and the Services contemplated hereby have been duly and validly authorized by all the requisite Corporate action on the part of Engineer. This Agreement Constitutes legal, valid, and binding obligations of the Engineer and is enforceable in accordance with the terms thereof. D. Engineer. Engineer maintains a professional staff and employs, as needed, other qualified specialists experienced in providing the Services, and are familiar with all laws, rules, and regulations (local, state, and federal) including, without limitation the applicable laws, Pax 2 of la 2231847.xax Lubbock On -Call Pro/easlonal SelvIces Agreement Page 2 or 46 DowSign Envelope 10: m9FM860.CDM48C9-ADE6-EE633E19E934 regarding the Services contemplated hereby. Resident Project Representative duties, responsibilities, and limitations are attached hereto and incorporated herein as Exhibit "C." E. Performance and Requirements. Engineer shall conduct Services contemplated by this Agreement in accordance with the standard of care, skill, and diligence normally provided by a professional person in performance ofsimilar professional engineering services, and comply with all applicable laws, rules, and regulations (local, state, and federal) relating to professional engineering services, es contemplated hereby. Engineer shall comply with federal requirements attached hereto and incorporated herein as Exhibit "D". F. Use of Copyrighted Material. Engineer warrants that any materials provided by Engineer for use by Owner pursuant to thisAgreement shall not contain any proprietary material owned by any other party that is protected under law, statute, rule, order, regulation, or ordinance relating to the use or reproduction ofmaterials. Engineer shall be solely responsible forensuring that any materials provided by Engineerpursuant to this Agreement satisfy this requirement and Engineer agrees to indemnify and hold Owner harmless from all liability" less caused to Owner or by which Owner is exposed on account ofEngineer's failure to perform this duty. O. Engineer warrants that it shall perform the Services in accordance with the standards ofcare and diligence normally practiced by recognized engineering firms in performing services of a similar nature. If, during the six-month period following the earlier of completion or termination of the Services it is shown there is an error in the Services caused solely by Engineer's failure to meet such standards, and Owner has promptly notified Engineer in writing ofany such error within that period, Engineer shall perforn, at Engineer's cost, such corrective engineering services within the original Scope of Services as may be necessary to remedy such error. ARTICLE VI. SCOPE OF WORK Engineer shall accomplish professional engineering services related to the projects described in the Services (Exhibit "A'). ARTICLE VII. INDEPENDENT CONTRACTOR STATUS Engineer shall perform the duties under this Agreement as an independent contractor and shall be considered as an independent contractor under this Agreement and/or in its Services hereunder for all purposes. Engineer has the sole discretion to detemnine the mamer in which the Services ere 10 be performed. During the performance of the Services under this Agreement, Engine" and Engineer's employees and/or subcontractors, will not be considered, for any purpose, employees or agents ofthe Owner within the meaning or the application of any federal, state, or local law or regulation, including without limitation, laws, roles or regulations regarding "related to unemployment insurance, old age benefits, workers compensation, labor, personal injury, or taxes of any kind. Page 3 of 10 3231847.xxx Lubbock OmCell Pnofeselonel Services Agreement Page 3 of 46 DocuSign Envelope ID: B9F3AB60-CDA448C9-ADE6-EE633E19E934 ARTICLE VIL. INSURANCE Engineer shall procure and tarty, at its sole cost and expense through the life of this Agreement, insurance protection as heroinaRef specified, in form and substance satisfactory to Owner, carried with an insurance company authorized to transact business in the state of Texas, covering all aspects and risks of loss of all operations in connection with this Agreement, including without limitation, the indemnity obligations set forth herein. Engineer shall obtain and maintain in full force and effect during the term of this Agreement, and shall cause each approved subcontractor of Engineer to obtain and maintain in full force and effect during the tern of this Agreement, commercial general liability, professional liability and automobile liability Coverage for non -owned and hired vehicles with insurance carriers admitted to do business in the state of Texas. The insurance companies must carry a Best's Rating of A-VII or better. Except for professional liability, the policies will be written on an occurrence basis, subject to the following minimum limits of liability: Commercial General Per Occurrence Single Limit: $1,000,000 General Aggregate Limit: $2,000,000 Professional Liebilitr. Combined Single Limit: $2,000,000 Automobile Liability: Combined Single Limit for any auto: $1,000,000 Per Occurrence Employer's Liability: Per Occurrence Single Limit: $1,000,000 Workers Commotion, $500,000 Engineer shell further cause my approved subcontractor to procure and tarty, during the term of Us Agreement, professional liability coverage, as specified above for Engineer, protecting Owner against direct losses caused by the professional negligence of the approved subcontractor. Owner shell be named as additional insured with respect to the automobile liability and commercial general liability on a primary and non Contributory basis and shell be granted a waiver of subrogation under those policies. Engineer shall provide a Certificate of Insurance to the Owner as evidence of coverage. The Certificate shall provide 30 days notice of cancellation. A Copy of the additional insured endorsement and waiver of subrogation attached to the policy will be provided along with the Certificate. The additional insured endorsements shall include products and Complete operations. Copies of all endorsements are required. Engineer shell elect to obtain workers' compensation coverage pursuant to Section 406.002 of the Texas labor Code. Further, Engineer shall maintain said coverage throughout the term of this Agreement and shall comply with all provisions of Title 5 of the Texas Labor Page 4 of 10 2231847.rrr Lubbock On -Call Professional Services Agroamenl Pago 4 of 46 DocvSign Envelope Code to ensure that the Engineer maintains said coverage. Engineer may maintain occupational accident and disability insurance in lieu of workers' compensation. In either event, the policy must be endorsed to include a waiver of subrogation in favor of the City of Lubbock. Engineer shall additionally provide Owner with a certificate of insurance coverage that includes an Extended Reporting Period endorsement for the coverage required hereunder (Tail - type Coverage") that extends, subject otherwise to the terms of the policy, the reporting period for claims made under the policy for a period of ten (10) years after the expiration of the policy. If at any time during the life of the Agreement or any extension hereof, Engineer fails to maintain the required insurance in full force and effect, Engineer shall be in breach hereof and all work under the Agreement shall be discontinued immediately. ARTICLE IX. EMPLOYMENT OF AGENTS/RETAINING OF ENGINEERS Engineer may employ or retain subcontractors, or third parties (any of which are referred to herein as "Subcontractor'); to perform certain duties of Engineer provided that Owner approves the retaining of Subcontractors. Engineer is at all times responsible to Owner to perform the Services as provided in this Agreement and Engineer is in no event relieved of any obligation under this Agreement upon retainage of any approved Subcontractor. Any agent and/or Subcontractor retained and/or employed by Engineer shall be required to carry, for the protection and benefit of Owner and Engineer and naming said third parties as additional insured's, insurance w described abovein this Agreement, ARTICLE X. INDEMNITY ENGINEER SHALL INDEMNIFY AND SAVE HARMLESS THE CITY OF LUBBOCK AND ITS ELECTED OFFICIALS, OFFICERS, AGENTS, AND EMPLOYEES FROM ALL SUITS, ACTIONS, LOSSES, DAMAGES, CLAIMS, OR LIABILITY OF ANY KIND, CHARACTER, TYPE, OR DESCRIPTION, INCLUDING WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES FOR INJURY OR DEATH TO ANY PERSON, OR INJURY TO ANY PROPERTY, RECEIVED OR SUSTAINED BY ANY PERSON OR PERSONS OR PROPERTY, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OF ENGINEER, ITS AGENTS, EMPLOYEES, AND/OR SUBCONTRACTORS, RELATED TO THE PERFORMANCE, OPERATIONS OR OMISSIONS UNDER THIS AGREEMENT AND/OR THE USE OF OCCUPATION OF CITY -OWNED PROPERTY. THE INDEMNITY OBLIGATION PROVIDED HEREIN SHALL SURVIVE THE EXPIRATION OF TERMINATION OF THIS AGREEMENT. Page 5 N 18 2881847.rxx Lubbock On -Cell Professional Services Agreement Page 5 of 46 DocuSlgn Envelope to ARTICLE XI. COMPLIANCE WITH APPLICABLE LAWS Engineer shall comply with all applicable federal, state, and local laws, statutes, ordinances, rules, and regulations relating, in any way, manner or form, to the Services under this Agreement, and any amendments thereto. Engineer shall Comply with federal requirements attached hereto and incorporated herein as Exhibit "D" ARTICLE XIL NOTICE A. General. Whenever notice from Engineer to Owner or Owner to Engineer is required or permitted by this Agreement and no other method of notice is provided, such notice shall be given by (1) actual delivery of the written notice to the other party by hand (in which case such notice shall be effective upon delivery); (2) facsimile (in which case such notice shall be effective upon delivery); or (3) by depositing the written notice in the United Stales mail, properly addressed to the other party at the address provided in this article, registered or certified mail, return receipt requested, in which case such notice shall be effective on the third business day after such notice is so deposited. B. Engineer's address and numbers for the purposes of notice are: RS&H, Inc. Attn: Legal Team 10748 Deerwood Park Boulevard South Jacksonville, Florida 32256 Telephone: (469) 857-7727 Facsimile: (800) 464-4385 C. Owner's address and numbers for the purposes of notice are: Ms. Kelly Campbell Executive Director of Aviation Lubbock Preston Smith International Airport 5401 N. MLK Blvd., Unit 389 Lubbock, Texas 79403 Telephone: (806) 775-3126 Facsimile: (806) 775-3133 D. Change of Address. Either party may change its address or numbers for purposes of notice by giving written notice to the other party as provided herein, referring specifically to this Agreement, and setting forth such new address or numbers. The address or numbers shall become effective on the 15th day after such notice is effective. Page 6 or 10 2231607.xxx Lubbock On -Call Professional Services Agreement Page 6 or 46 DocuSign Envelope ID: ARTICLE XUL OWNER -PROVIDED DATA Owner shall famish Engineer non -confidential studies, reports, and other available data in the possession of Owner pertinent to Engineers Services, an long as Owner is entitled to rely on such studies, reports, and other data for the performance of Engineer's Services under this Agreement (the "Provided Data'). Engineer shall be entitled to use and rely, so long as such reliance is reasonable, upon all such Provided Data. ARTICLE XIV. A. Captions. The captions for the articles and secfiuns in this Agreement are inserted in this Agreement strictly for the parties' convenience in identifying the provisions to this Agreement and shall not be given any effect in construing this Agreement. B. Audit. Engineer shall provide access to its corporate books and records to Owner. Owner may audit, at its expense and during normal business hours, Engineer's books and records with respect to this Agreement between Engineer and Owner. C. Records. Engineer shall maintain records that are necessary to substantiate the Services provided by Engineer. D. Assignability. Engineer may not assign this Agreement without the prior written approval of Owner. E. Successor and Assigns. Tim Agreement binds and inures to the benefit of the Owner and Engineer, and in the case of Owner, its respective successors, legal representatives, and assigns, and in the case of Engineer, its permitted successors and assigns. F. Construction and Venue. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. THIS AGREEMENT IS PERFORMABLE IN LUBBOCK COUNTY, TEXAS. THE PARTIES HERETO HEREBY IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS OF COMPETENT JURISDICTION OF THE STATE OF TEXAS, COUNTY OF LUBBOCK, FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS THAT ARE CONTEMPLATED HEREBY. G. Severability. If any provision of this Agreement is ever held to be invalid or ineffective by any court of competent jurisdiction with respect to any person or circumstances, the remainder of this Agreement and the application of such provision to persons and/or circumstances other than those with respect to which it is held invalid or ineffective shall not be affected thereby. Page ) or la I281847.kkk Lubbock On.Cal1 Professional services Agreement Peg. 7 of 46 DocuSign Envelope ID: B9F3AB60-CDA448C9-ADEGEE633E19E934 H. Amendment. No amendment, modification, or alteration of the terms of this Agreement shall be binding unless such amendment, modification, or alteration is in writing, dated subsequent to this Agreement, and duly authorized and executed by Engineer and Owner. 1. Entire Agreement. This Agreement, including Exhibits, attached hereto, contains the entire Agreement between Owner and Engineer, and there are no other written or oral promises, conditions, warranties, orrepresentationsrelatingto or aflectingthe matters contemplated herein. J. No Joint Enterprise. Nothing contained herein shall be construed to imply a joint venture, joint enterprise, partnership, or principal agent relationship between Engineer and Owner. K Documents Owned by Owner. Any and all documents, drawings and specifications prepared by Engineer as part of the services hereunder, shall become the property of Owner when Engineer has been compensated as set forth in Article II, above. Engineer shall make copies of any and all work products for its files. L Notice of Waiver. A waiverby either Owner or Engineer of a breech of this Agreement must be in writing to be effective. In the event either party shall execute and deliver such waiver, such waiver shall not affect the waiving party's rights with respect to any other or subsequent breach. M. Third Party Activities. Nothing in this Agreement shall be Construed to provide any rights or benefits whatsoever to any party other than Owner and Engineer. N. Extent of Responsibility. Engineer does not guarantee that proposals, bids or actual project costs will not vary from Engineer's opinions ofprobable Cost or that actual schedules will not vary from Engineer's projected schedules. Engineer shall not be responsible for: (1) Construction means, methods, techniques, sequences, procedures, or safety precautions and programs in connection with the project; (2) the failure of any Contractor, subcontractor, vendor, or other project participant, not under Contract to Engineer, to fulfill Contractual responsibilities to Owner or to Comply with federal, state, or local laws, regulations, and Codes; or (3) procuring permits, certificates, and licenses required for any Construction unless such responsibilities are specifically assigned to Engineer in Exhibit "A." O. Unforeseen Circumstances. Except for Owner's obligation to makepayments, neither party shall be in default hereunder to the extentsuch default is caused by a cause or circumstance beyond such partys reasonable control. Engineer shall be entitled to an equitable adjustment in schedule and Compensation in the event such circumstances occur. P. Non -Appropriation, All funds for payment by the City under this Agreement are subject to the availability of an annual appropriation for this purpose by the City. In the event of non -appropriation of funds by the City Council of the City of Lubbock for the services provided under the Agreement, the City will terminate the Agreement, without termination charge or other liability, on the last day of the then -current fiscal year or when the appropriation made for the then -current year for the services Covered by this Agreement is spent, whichever event occurs first (the "Non -Appropriation Date"). If at any time funds ere not appropriated for the Page a of to 2231647.vx Lubbock On -Call Professional Se"fcos Agreement Page 8 of 46 DocaSign Envelope ID'. B9F3AB60-CDA440C9-ADE6-EE633E19E934 continuance of this Agreement, cancellation shall be accepted by the Engineer on thirty (30) days prior written notice, but failure to give such notice shall be of no effect and the City shall not be obligated under this Agreement beyond the Non -Appropriation Date. Q. SB 252. SB 252 prohibits the City from entering into a contract with a vendor that is identified by The Comptroller as a company (mown to have contracts with or provide supplies or service with Iran, Sudan or a foreign terrorist organization. R. No Boycott of Israel. Pursuant to Section 2270.002 of the Taw Government Code, Respondent certifies that either (i) it meets an exemption criteria under Section 2270.002; or (ii) it does not boycott Israel and will not boycott Israel during the term of the contract resulting from this solicitation. Respondent shall state any facts that make it exempt from the boycott certification in its Response. S. Texas Public Information Act. The requirene nts of Subchapter 1, Chapter 552, Government Code, may apply to this contract and the contractor or vendor agrees that the contract can be terminated if the contactor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter. To the extent Subchapter J, Chapter 552, Government Code applies to this agreement, Contractor agrees to: (1) preserve all connecting information related to the contract as provided by the records retention requirements applicable to the governmental body for the duration of the contract; (2) promptly provide to the governmental body my contracting information related to the contract that is in the custody or possession of the entity on request ofthe governmental body; and (3) on completion of the contract, either: (A) provide at no cost to the govemmental body all contracting information related to the contract that is in the custody or possession of the entity; or (B) preserve the contracting information related to the contract as provided by the records retention requirements applicable to the governmental body. Papa 9 of 10 2231847.xxr Lubbock On -Cell PouNkelonal SoMces Agreement Page 9 or 46 DocuSlgn Envelope ID', B9F3A060-CDA4-48C9-ADE6 EE633E19E934 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. Executed in triplicate. CITY OF LUDR C Daniel M. Pope, Mayor A ST: Reb a Garce, City Sw,-relary \./�AAP[dPYRl�1O.51V�EDinA-S�TO�CO /N ^TENT: Kelly Cdlnpbell, Executive Director of Aviation PP VED T 1011[chl� First Assistant City Attorney S&K.W-G,: USn Kebwf Lisa Robert Executive Vice President �ATTEST: rLl,�nI4A,1,e,M"S_ page 10 Of 10 3231647.xax Lubbock On -Call Prolosslonal Services Agreement Page 10 o146 No Text DocuStgn Envelope ID: 89F3AB60-CDA44BC9.ADE6.EE633E19E934 EXHIBIT A Engineer's Scope of Services 3}8184).a Lubbock gmCall Professional Semlces Agreement Page 11 of 46 DocuSign Envelope ID: B9F3AB60-COA44BC9-ADE6-EE633Et9E934 City of Lubbock, TX Architectural/Engineering Services for Lubbock Preston Smith International Airport Improvement Projects A. BACKGROUND Lubbock Preston Smith International Airport is a Federal Aviation Administration (FAA) certificated commercial service airport situated in a small hub local market whose enplanements in 2019 totaled 543,934. Major airline service is provided by Southwest Airlines, American Airlines, and United Airlines. The major cargo carriers are Federal Express and United Parcel Service. There are approximately 20 scheduled daily passenger airline flights. Commercial aviation, general aviation, business aircraft, and military activity account for approximately 80,000 operations annually. B. PROJECT SCOPE OF WORK Lubbock Preston Smith International Airport is seeking professional architectural/engineering services from multi -discipline A/E firms for the design and preparation of plans and specifications and support services for various airport improvement projects including but not limited to preliminary design, engineering phase activities, final design, and construction services for airport construction projects expected or anticipated during the next five (5) years. The preliminary design phase is intended to identify and evaluate alternatives to assure cost effective and practical solutions for the work items identified. Preliminary design activities include: I. Coordinate with airport operations, FAA tower, and the airlines to minimize impacts in day-to-day operations of the airlines and air cargo airlines. 2. Prepare preliminary estimate of probable construction costs and schematic design for each element. 3. Provide all geotechnical investigation and analysis and pavement and other nondestructive testing and analysis required. 4. Coordinate with the airports project manager for required survey information. 5. Prepare overall construction phasing plan in consideration of other airport construction projects and airport operations. 2231647.xxx Lubbock On�Cell Professional Services Agreement Page 12 of 46 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, Professional Services Contract No. 15200 for the design and preparation of plans and specifications and support services for various airport improvement projects including but not limited to bidding services, project administration, supervision and coordination for airport construction projects at Lubbock Preston Smith International Airport (LPSIA), by and between the City of Lubbock and RS&H, Inc., and related documents. Said Contract is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on May 12, 2020 L" DANIEL M. POPE, MAYOR ATTEST: Qc`c�G,em, City Secretary APPROVED AS TO CONTENT: Bill ertbm, Deputy Cit anager APPR VED OFORM: Q c 1 & , • st Assistant City Attorney ccdocs/RES,Contrect 15200 - RS&H, Inc. (LPSIA) April 27, 2020 No Text DocuSign Envelope ID: B9F3AB60.CDA4.48C9.ADE&EE633E19E934 PROFESSIONAL SERVICES AGREEMENT STATE OF TEXAS COUNTY OF LUBBOCK This Professional Service Agreement ("Agreement") Contract No. 15200 is entered into this 12th day of May, 2020 by and between City of Lubbock (the "City"), a Texas home rule municipal corporation, and RS&H, Inc. (the "Engineer"), a Texas corporation. WITNESSETH WHEREAS, Owner intends to construct certain improvements requiring professional services at Lubbock Preston Smith International Airport; and WHEREAS, Engineer has a professional staff experienced and qualified to provide professional engineering services related to various airport improvement projects; and WHEREAS, Owner desires to contract with Engineer to provide professional arebitecturaVengineering services for the design and preparation of plans and specifications and support services for various airport improvement projects including but not limited to bidding services, project administration, supervision, and coordination for airport construction projects. NOW THEREFORE, for and in consideration of the terms, covenants and conditions set forth in this Agreement, Owner and Engineer hereby agree as follows: ARTICLE I. TERM The effective date of this Agreement shall be the 12th day of May 2020. The Agreement shall be effective for five (5) years, unless otherwise terminated or extended pursuant to theterms contained herein. ARTICLE II. SERVICES AND COMPENSATION A. Engineer shall perform services as set forth in the Engineer's Scope of Services in Exhibit "A" attached hereto and incorporated herein ("Services"). B. Owner shall pay Engineer for Services in accordance with Exhibit "B" attached hereto and incorporated herein ("Compensation"). Page 1 of to 2231047.ns Lubbock On -Cell Professional Services Agreameof Page 1 of 46 DocuSign Envelope ID: B9F3AB60-CDA 4BC9-ADE6-EE633Ei9E939 ARTICLE HL TERMINATION A. General. Owner may terminate this Agreement, at any time, upon written notice to Engineer. Upon receipt of such notice, the Engineer shall, unless the notice directs otherwise, immediately discontinue all work in connection with the performanceof the Agreement and shall proceed to cancel promptly all existing orders insofar as such orders we chargeable to this Agreement. The Engineer shall submit a statement showing in detail the work performed under this Agreement to the date of temnination. The Owner shall than pay Engineer only for Services actually performed by Engineer up to the date Engineer is deemed to have received notice of termination as provided herein. B. Termination and Remedies. In the event Engineer breaches any term and/or provision of this Agreement, Owner shall be entitled to exercise any right or remedy available to it by this Agreement, at law or equity, including without limitation, termination of this Agreement and asscrtionof action fordamages and/or injunctiverelief The exerciseofanyrightorremedy shall not preclude the concurrent or subsequent exercise of any other right or remedy and all other rights and remedies shall be cumulative. ARTICLE IV. NON -ARBITRATION The (Tuner reserves the right to exercise any right or remedy available to it by law, contract equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the Owner shall not be subject to any arbitration process prior to exercising its unrestricted right to seckjudicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. To the extent of any conflict between this provision and soother provision in, or related to, this document, this provision shall control. ARTICLE V. REPRESENTATIONS AND WARRANTIES A. Existence. Engineer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas and is qualified to carry on its business in the State ofTexes. B. Corporate Power. Engineer has the corporate power to enter into and perform under Agreement all Smices contemplated hereby. C. Authorization. Execution, delivery, and performance of this Agreement and the Services contemplated hereby have been duly and validly authorized by all the requisite corporate action on the pan of Engineer. This Agreement constitutes legal, valid, and binding obligations of the Engineer and is enforceable in accordance with the terms thereof. D. Engineer. Engineer maintains a professional staff and employs, as needed, other qualified specialists experienced in providing the Services, and are familiar with all laws, roles, and regulations (local, state, and federal) including, without limitation the applicable laws, Pape p of la 3131847.rxs Lubbock on -cell Professional So ices Agreement Page 2 of 46 DocuSign Envelope ID. B9F3AB60-CDA449C9-ADE6-EE633E19E934 regarding the Services contemplated hereby. Resident Project Representative duties, responsibilities, and limitations are attached hereto and incorporated herein as Exhibit "C." E. Performance and Requirements. Engineer shall conduct Services contemplated by this Agreement in accordance with the standard of care, skill, and diligence normally provided by a professional person in performance ofsimilar professional engineering services, and comply with all applicable laws, riles, and regulations (local, state, and federal) relating to professional engineering services, as contemplated hereby. Engineer shall comply with federal requirements attached hereto and incorporated herein as Exhibit "D". F. Use of Copyrighted Material. Engineer warrants that any materials provided by Engineer for use by Owner pursuant to this Agreement shall not contain my proprietary material owned by any other party that is protected under law, statute, mle, order, regulation, or ordinance relating to the useor reproduction ofmaterials. Engineer shall be solely responsible for ensuring that any materials provided by Engineerpurmant to this Agreement satisfy this requirement and Engineer agrees to indemnify and hold Owner harmless from all liability orloss caused to Owner or by which Owner is exposed on account ofEngineer's failure to perform this duty. O. Engineer wetlands that it shall perform the Services in accordance with the standards ofeare and diligence normally practiced by recognized engineering firms in performing services of a similar nature. If, during the six-month period following the earlier of completion or termination ofthe Services it is shown there is an error in the Services caused solely by Engineers failure to meet such standards, and Owner has promptly notified Engineer in writing of any such error within that period, Engineer shall perform, at Engineer's cost, such corrective engineering services within the original Scope of Services as may be necessary to remedy such eror. ARTICLE VI. SCOPE OF WORK Engineer shall accomplish professional engineering services related to the projects described in the Services (Exhibit'W). ARTICLE VII. INDEPENDENT CONTRACTOR STATUS Engineer shall perform the duties under this Agreement as an independent contractor and shall be considered as an independent contractor =der this Agreement and/or in its Services hereunder for all purposes. Engineer has the sole discretion to determine the manner in which the Services areto be performed. During the performance of the Services under this Agreement, Engineer and Engineer's employees and/or subcontractors, will not be considered, for my purpose, employees or agents of the Owner within the meaning or the application of my federal, state, or local law or regulation, including without limitation, laws, rules orregulations regarding or related to unemployment insurance, old age benefits, workers compensation, labor, personal injury, or taxes of any kind. Page 3410 2231847xsx Lubbock On -Call Professional Services Agreement Page 3 of 46 OocuSign Envelope Ip. ARTICLE VIH. INSURANCE Engineer shall procure and carry, at its sole Cost and expense through the life of this Agreement, insurance protection as hereinafter specified, in form and substance satisfactory to Owner, carried with an insurance Company authorized to transact business in the state of Texas, Covering all aspects and risks of loss of all operations in connection with this Agreement, including without limitation, the indemnity obligations set forth herein. Engineer shall obtain and maintain in full force and effect during the tens of this Agreement, and shall cause each approved subcontractor of Engineer to obtain and maintain in full force and effect during the term of this Agreement, commercial general liability, professional liability and automobile liability Coverage for non -owned and hired vehicles with insurance carriers admitted to do business in the state of Texas. The insurance companies must carry a Best's Rating of A-VII or better. Except for professional liability, the policies will be written on an occurrence basis, subject to the following minimum limits of liability: Commercial General Per Occurrence Single Limit: $1,000,000 General Aggregate Limit: $2,000,000 Professional Liability: Combined Single Limit: $2,000,000 Automobile Liability: Combined Single Limit for any auto: $1,000,000 Pm Occurrence Emolover's Liability: Per Occurrence Single Limit: $1,000,000 Workers Compensation: $500,000 Engineer shall further Cause any approved subcontractor to procure and carry, during the term of this Agreement, professional liability Coverage, as specified above for Engineer, protecting Owner against direct losses caused by the professional negligence of the approved subcontractor. Owner shall be named as additional insured with respect to the automobile liability and commercial general liability on a primary and non Contributory basis and shall be granted a waiver of subrogation under those policies. Engineer shall provide a Certificate of Insurance to the Owner w evidence of Coverage. The Certificate shall provide 30 days notice of cancellation. A Copy of the additional insured endorsement and waiver of subrogation attached to the policy will be provided along with the Certificate. The additional insured endorsements shall include products and Complete operations. Copies of all endorsements me required. Engineer shall elect to obtain workers' compensation Coverage pursuant to Section 406.002 of the Texas Labor Code. Further, Engineer shall maintain said Coverage throughout the term of this Agreement and shall Comply with all provisions of Tide 5 of the Texas Labor page 4 of to 2231847.x Lubbock On -Call Pro/osstonat Services Agreement Page 4 of 46 DocuSign Envelope ID' Code to ensure that the Engineer maintains said coverage. Engineer may maintain occupational accident and disability insurance in lieu of workers' compensation. In either event, the policy must be endorsed to include a waiver of subrogation in favor of the City of Lubbock. Engineer shall additionally provide Owner with a certificate of insurance coverage that includes an Extended Reporting Period endorsement for the coverage required hereunder ("Tail - type Coverage") that extends, subject otherwise to the terms of the policy, the reporting period for claims made under the policy for a period of ten (10) years after the expiration of the policy. If at any time during the life of the Agreement or any extension hereof, Engineer fails to maintain the required insurance in full fome and effect, Engineer shall be in breach hereof and all work under the Agreement shall be discontinued immediately. ARTICLE IX. EMPLOYMENT OF AGENTS/RETAINING OFENGINEERS Engineer may employ or retain subcontractors, or third parties (any of which are referred to herein as "Subcontractor'); to perform certain duties of Engineer provided that Owner approves the retaining of Subcontractors. Engineer is at all times responsible to Owner to perform the Services as provided in this Agreement and Engineer is in no event relieved of any obligation under this Agreement upon relainage of any approved Subcontractor. Any agent and/or Subcontractor retained end/or employed by Engineer shall be required to carry, for the protection and benefit of Owner and Engineer and naming said third parties as additional insureds, insurance as described above in this Agreement. ARTICLE X. INDEMNITY ENGINEER SHALL INDEMNIFY AND SAVE HARMLESS THE CITY OF LUBBOCK AND ITS ELECTED OFFICIALS, OFFICERS, AGENTS, AND EMPLOYEES FROM ALL SUITS, ACTIONS, LOSSES, DAMAGES, CLAIMS, OR LIABILITY OF ANY KIND, CHARACTER, TYPE, OR DESCRIPTION, INCLUDING WITHOUT LIMITINGTHE GENERALITY OF THE FOREGOING, ALLEXPENSES OF LITIGATION, COURTCOSTS, AND ATTORNEYS FEES FOR INJURY OR DEATH TO ANY PERSON, OR INJURY TO ANY PROPERTY, RECEIVED OR SUSTAINED BY ANY PERSON OR PERSONS OR PROPERTY, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OF ENGINEER, ITS AGENTS, EMPLOYEES, AND/OR SUBCONTRACTORS, RELATED TO THE PERFORMANCE, OPERATIONS OR OMISSIONS UNDER THIS AGREEMENT AND/OR THE USE OF OCCUPATION OF CITY -OWNED PROPERTY. THE INDEMNITY OBLIGATION PROVIDED HEREIN SHALL SURVIVE THE EXPIRATION OF TERMINATION OF THIS AGREEMENT. Page 5 of to 3291b47. x Lubbock On -Cell Professional services Agreement Page 5 of 46 D6cu6ign Envelope ID'. B9F3AB60.CDA44aC9.ADE8.EE633E19E934 ARTICLE XI. COMPLIANCE WITH APPLICABLE LAWS Engineer shall comply with all applicable federal, state, and local laws, statutes, ordinances, roles, and regulations relating, in any way, manner or form, to the Services under this Agreement, and any amendments thereto. Engineer shall comply with federal requirements attached hereto and incorporated herein as Exhibit "D" ARTICLE XIL NOTICE A. General. Whenever notice from Engineer to Owner or Owner to Engineer is required or permitted by this Agreement and no other method of notice is provided, such notice shall be given by (1) actual delivery of the written notice to the other party by hand (in which case such notice shall be effective upon delivery); (2) facsimile (in which case such notice shall be effective upon delivery); or (3) by depositing the written notice in the United States mail, properly addressed to the other party at the address provided in this article, registered or certified mail, return receipt requested, in which case such notice shall be effective on the third business day after such notice is so deposited. B. Engineer's address and numbers for the purposes of notice are: RS&H, Inc. Attn: Legal Team 10748 Deerwood Park Boulevard South Jacksonville, Florida 32256 Telephone: (469) 857-7727 Facsimile: (800) 464.4385 C. Owner's address and numbers for the purposes of notice are: Ms. Kelly Campbell Executive Director of Aviation Lubbock Preston Smith International Airport 5401 N. MLK Blvd., Unit 389 Lubbock, Texas 79403 Telephone: (806) 775-3126 Facsimile: (806) 775-3133 D. Change of Address. Either party may change its address or numbers for purposes of notice by giving written notice to the other party as provided herein, referring specifically to this Agreement, and setting forth such new address or numbers. The address or numbers shall become effective on the 15th day after such notice is effective. Page 6 of 10 2231847.. Lubbock OmCall Prolesslenal Service. Agreement Page 6 or 46 DocuSign Envelope ID: B9F3AB60-CDA448C9-ADE6-EE633E19E934 ARTICLE XIIL OWNER -PROVIDED DATA Owner shall famish Engineer non -confidential studies, reports, and other available data in the possession of Owner pertinent to Engineers Services, so long as Owner is entitled to rely on such studies, reports, and other data for the performance of Engineer's Services under this Agreement (the "Provided Data'). Engineer shall be entitled to use and rely, act long as such reliance is reasonable, upon all such Provided Data. ARTICLEXIV. MISCELLANEOUS A. Captions. The captions for the articles and sections in this Agreement are inserted in this Agreement strictly for the parties' convenience in identifying the provisions to this Agreement and shall not be given any effect in ConsWing this Agreement. B. Audit. Engineer shall provide access to its corporate books and records to Owner. Owner may audit, at its expense and during normal business hours, Engineers books and records with respect to this Agreement between Engineer and Owner. C. Records. Engineer shall maintain records that are necessary to substantiate the Services provided by Engineer. D. Assignability. Engineer may not assign Oda Agreement without the prior written approval of Owner. E. Successor and Assigns. This Agreement binds and inures to the benefit of the Owner and Engineer, and in the case of Owner, its respective successors, legal representatives, and assigns, and in the case of Engineer, its permitted successors and assigns. F. Construction and Venue. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. THIS AGREEMENT IS PERFORMABLE IN LUBBOCK COUNTY, TEXAS. THE PARTIES HERETO HEREBY IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE COURTS OF COMPETENT RJRISDIC71ON OF THE STATE OF TEXAS, COUNTY OF LUBBOCK, FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS THAT ARE CONTEMPLATED HEREBY. O. Severability. If any provision of this Agreement is ever held to be invalid or ineffective by any court of Competent jurisdiction with respect to any person or circumstances, the remainder of this Agreement and the application of such provision to persons and/or circumstances other than those with respect to which it is held invalid or ineffective shall not be affected thereby. Pagel of 16 2231847.ex, Lubbock On -Call Professional services Agreement Page 7 of 46 DocuSign Envelope ID: B9F3ABB6-CDA4<BC9-ADE6-EE633E19E93e H. Amendment. No amendment, modification, or alteration of the terms of this Agreement shall be binding unless such amendment, modification, or alteration is in writing, dated subsequent to this Agreernent, and duly authorized and executed by Engineer and Owner. I. Entire Agreement. This Agreement, including Exhibits, attached hereto, contains the entire Agreement between Owner and Engineer, and there sre no other written or oral promises, conditions, warranties, or representations misting to or affecting the matters contemplated heroin. J. No Joint Enterprise. Nothing contained herein shall be construed to imply a joint venture, joint enterprise, partrrership, or principal —agent relationship between Engineer and Owner. IC Documents Owned by Owner. Any and all documents, drawings and specifications prepared by Engineer as part ofthe services hereunder, shell become the property of Ownerwhen Engineer has been compensated as set forth in Article 11, above. Engineer shall make copies of any and all work products for its files. L. Notice of Waiver. A waivaby either Owneror Engineer of a breech of this Agreement must be in writing to be effective. In the event either party shall execute and deliver such waiver, such waiver shall not affect the waiving party's rights with respect to any other or subsequent breach. M. Third Party Activities. Nothing in this Agreement shall be construed to provide any rights or benefits whatsoever to any party other than Owner and Engineer. N. Extent of Responsibility. Engineer does not guarantee that proposals, bids or actual project casts will not vary from Engineer's opinions ofprobable cost or that actual schedules will not vary from Engineer's projected schedules. Engineer shall not be responsible for: (1) construction means, methods, techniques, sequences, procedures, or safety precautions and programs in connection with the project; (2) the failure of any contractor, subcontractor, vendor, or other project participant, not under contract to Engineer, to fulfill contractual responsibilities to Owner or to comply with federal, state, or local laws, regulations, and codes; or (3) procuring permits, certificates, and licenses required for any construction unless such responsibilities are specifically assigned to Engineer in Exhibit "A." O. Unforeseen Circumstances. Except for Owner's obligation to make payments, neither patty shall be in default hereunder to the extent such default is caused by a cause or circumstance beyond such party's reasonable control. Engineer shall be entitled to an equitable adjustment in schedule and Compensation in the event such circumstances occur. P. Non -Appropriation. All funds for payment by the City under this Agreement are subject to the availability of en annual appropriation for this purpose by the City. In the event of non -appropriation of funds by the City Council of the City of Lubbock for the services provided under the Agreement, the City will terminate the Agreement, without termination charge or other liability, on the last day of the then -current fiscal year or when the appropriation made for the then -current year for the services covered by this Agreement is spent, whichever event occurs first (the "Non -Appropriation Date"). If at any time funds are not appropriated for the Pege B of to 4231647.m Lubbock OR -Call Professional services Agreement Page 8 046 DocuSyn Envelope ID'. B9F3AB60-CDA4-46C9-ADE& E633E19E934 continuance of this Agreement, cancellation shall be accepted by the Engineer on thirty (30) days prior written notice, but failure to give such notice shall be of no effect and the City shall not be obligated under this Agreement beyond the Non -Appropriation Dale. Q. SB 252. SB 252 prohibits the City from entering into a contract with a vendor that is identified byThe Comptroller as a company (mown to have Contracts with or provide supplies or service with Iran, Sudan or a foreign terrorist organization. R. No Boycott of Israel. Pursuant to Section 2270.002 of the Texas Govemmnt Code, Respondent certifies that either (i) it mats an exemption criteria under Section 2270.002; or (ii) it does not boycott Israel and will not boycott Israel during the term of the Contract resulting from this solicitation. Respondent shall state any facts that metre it exempt from the boycott certification in its Response. S. Taxes Public information Act. The requirements of Subchapter 1, Chapter 552, Government Code, may apply to this contract and the contractor or vendor agrees that the contract can be terminated if the contactor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter. To the extent Subchapter J, Chapter 552, Government Code applies to this agreement, Contractor agrees to: (1) preserve all contracting information related to the contract as provided by the records retention requirements applicable to the governmental body for the duration of the contract; (2) promptly provide to the governmental body any contracting information related to the contract that is in the Custody or possession of the entity on request of the governmental body; and (3) on completion of the contract, either: (A) provide at no cost to the governmental body all contracting information related to the contract that is in the custody or possession of the entity; or (B) preserve the Contracting information related to the Contract as provided by the records retention requiremans applicable to the governmental body. page 9 of 10 2231647.xxa' Lubbock On -Call Professional Services Agreement Page 9 of 46 DocuSlgn Envelope ID'. B9F3AB60-CDA"BC9-AOE6.EE633E19E93a IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executod the day and year that above written. Executed in triplicate. Cil'Y OF LUBB C Daniel M. Pope, Mayor A ST: Rib Gans, City Secretary AJP�P�ROVVEED(�A�SS TO CONTENT: \� Kelly Cdtnpbell, Executive Director of Aviation mpFirst Assistant City Attorney &A'aar,: Usa A" Lisa Robert Executive Vice President ATTEST: o Uft veH Mt,latnit, Ndtda Page to of to 4331847.xxx Lubbock Of -Call Pmfesslonal Sorvlaes Agreement Page 10 of 46 No Text DowSlgn Envelope IDB9F3AB60-CDA44BC9-ADE6-EE633E19E934 EXHIBIT A Engineer's Scope of Services 3131847.. Lo66eck On.Call Pm(eselonal Servloee Agreement Page 11 of 46 Oocusign Envelope In: B9F3AB6PCOA448C9.AOE6-EE633E19E934 City of Lubbock, TX ArchitecturaVEngineering Services for Lubbock Preston Smith International Airport Improvement Projects A. BACKGROUND Lubbock Preston Smith International Airport is a Federal Aviation Administration (FAA) certificated commercial service airport situated in a small hub local market whose enplanements in 2019 totaled 543,934. Major airline service is provided by Southwest Airlines, American Airlines, and United Airlines. The major cargo carriers are Federal Express and United Parcel Service. There are approximately 20 scheduled daily passenger airline flights. Commercial aviation, general aviation, business aircraft, and military activity account for approximately 80,000 operations annually. B. PROJECT SCOPE OF WORK Lubbock Preston Smith International Airport is seeking professional architectural/engineering services from multi -discipline A/E firms for the design and preparation of plans and specifications and support services for various airport improvement projects including but not limited to preliminary design, engineering phase activities, final design, and construction services for airport construction projects expected or anticipated during the next five (5) years. The preliminary design phase is intended to identify and evaluate alternatives to assure cost effective and practical solutions for the work items identified. Preliminary design activities include: I. Coordinate with airport operations, FAA tower, and the airlines to minimize impacts in day-to-day operations of the airlines and air cargo airlines. 2. Prepare preliminary estimate of probable construction costs and schematic design for each element. 3. Provide all gemechnical investigation and analysis and pavement and other nondestructive testing and analysis required. 4. Coordinate with the airport's project manager for required survey information. 5. Prepare overall construction phasing plan in consideration of other airport construction projects and airport operations. 2231842.xxx Lubbock On -Call Professional services Agreement Page 12 of 4a DocuSign Envelope ID: 89F3A860-CDA4-08C9-ADE6-EE633E19E934 Engineering Phase activities include: I. Evaluate local conditions such as local material suppliers, sources, and capabilities as well as drainage alternatives. 2. Review and evaluate project layout. 3. Complete a soils investigation, soils report, and recommendations including field exploration and laboratory testing. 4. Complete necessary topography and site surveying. 5. Complete pavement section alternatives and analysis and provide recommendations including: a. Conduct an initial cost analysis, life -cycle cost analysis, and analysis of locally available resources for each alternative. b. Strategize bidding procedures and alternatives for competitive bidding. 6. Provide recommendations for construction phasing. 7. Complete estimates of probable construction costs for recommended alternatives. 8. Complete preliminary design report and solicit comments on preliminary design from airport personnel and the FAA. Final Design: In the final design phase, the consultant will provide well-defined construction requirements with selected bid alternatives as appropriate to provide a basis for competitive construction bids. Assist the airport with the advertisement, notification of local airport users, and generally complete the final construction contract documents for the project(s). Efforts include: I- Incorporate preliminary design comments and respond as necessary to requests for additional information. 2. Provide final design drawings, specifications, and final estimate of probable construction costs and schedule for the project. 3. Provide Engineering Report. 4. Develop specifications using Advisory Circular 150/5370-10, Standards for Specifying Construction of Airports, as amended, and utilize standard provisions supplied by the Sponsor. 5. Develop a safety plan in accordance with AC 150/5370-2, Operational Safety on Airports during construction. 2231947.x Lubbock On -Call Professional Services Agreement Page 13 of 46 DocuSlgo Envelope ID: B9F3ABB8-CDA44BC9.ADE6.EEB33El9E934 6. Design all improvements in accordance with FAA standards and guidelines and in accordance with the Airport Certification Manual. 7. Solicit Sponsor and FAA review and approval. 8. Assist airport with advertising and interpretations of project requirements. 9. Assist airport with preparation of the FAA grant application. 10. Provide review of all submittal and shop drawings during construction. 11. Provide technical assistance and recommendations to the Sponsor during construction. Construction Services: The consultant will assist the Sponsor to monitor and document progress for quality and cost. Review contractor payment requests, complete necessary quality control testing, establish necessary survey control, continually inform the Sponsor on project progress and problems, conduct the final project inspection, and complete the associated certification. Activities in this phase include: 1. Assist with pre -bid conference and bid opening. Issue addenda, prepare an abstract of bids, and make recommendation for award. 2. Assist in award notification to successful bidder; notify and return bid bonds to the unsuccessful bidders. 3. Solicit and review bonds, insurance certificates, construction schedules, etc. 4. Conduct preconstruction meeting. 5. Provide horizontal and vertical control. 6. Provide resident project representative to monitor and document construction progress, confirm conformance with schedules, plans and specifications, measure and document construction pay quantities, document significant conversations or situations, document input or visits by local authorities, etc. 7. Prepare change orders and supplemental agreement, if required. 8. Prepare and submit inspection reports. 9. Prepare and confirm monthly payment requests. 10. Conduct necessary quality control testing. 11. Conduct and document periodic wage rate interviews. 12, Conduct a final project inspection with airport personnel, FAA, and the consultant. 13. Prepare as -constructed drawings and the final project report from information furnished by the consultant. 3831841.xxx Lubbock On -Call Professional Seruices Agreement Page 14 of 46 DocuSlgn Envelope ID: B9F3A 6Dg DA4-4BC9.ADE6-EE633E19E934 Other services that the consultant may be expected to provide will include visits with FAA officials, making presentations and reports to the Airport Board, City Council, and FAA, and other similar services as may be required or requested. Projects contained in this R12Q have been identified either in the 2007 Master Plan or the current airport capital improvement program and are expected to be eligible for either AIP and/or PFC funding. Airport construction and development projects are subject to FAA folding and approval and all projects referred to in this RFQ are subject to this process and will not be started until the approval steps have been completed. The engineer is expected to be knowledgeable in the FAA Airport Improvement Program (AIP) and Passenger Facility Charge (PFC) process and will assist the airport in seeking funding and project approval through grants and PFCs to implement any one or more of the projects. The following projects are planned for the period covered by this agreement. While the City anticipates the projects will be undertaken within the next 5 years, the City reserves the right to withdraw any or all nroiects from the list at an% time at its sole discretion or substitute other nroiects not previously anticipated. • Remove and Reseal All Joints in Airfield Concrete Pavement. (Primarily construction services. Design services completed under previous contract.) • Terminal Apron Rehabilitation. (Primarily construction services. Design services completed under previous contract.) • Construct Federal Inspection Services Facility. • Taxiway N Pump Station. Analysis and recommended alternatives for water retention mitigation. • Replace/Rehabilitate West Side Ramp. Analysis and recommended alternatives for rehabilitating west side ramp. • Extend Taxiway L North of Taxiway S to Runway 17R end. • Expand Air Cargo Facilities. Expand concrete ramp to accommodate increased air cargo and large aircraft use. • Construct Aircraft Rescue & Firefighting Facility Replacement. (Construction Services only. Design services awarded under previous contract.) • Reconstruct, rehabilitate, realign, and/or strengthen Taxiway(s) N, K, L, D. Other projects identified in the Airport Layout Plan. 2231647.xxx Lubbock On -Call Professional services Agreement Page 15 of 46 DocuSlyn Envelope ID: B9F3AB64GDA448C9-ADE6-EE633E19E934 EXHIBIT B Compensation RS&H Rates Table 2331847. x Lubbock On -Calf Pro/asalonal Servlces 49mumont Page 16 o146 DocuSign Envelope ID: B9F3AB66-COA4-48C9-ADE6-EE633E19E934 RS&1 Admin Assistant II Admin Assistant III Admin Assistant IV Architect I Architect ll Architect III Architect IV Architect ConsultanVPrac Spec III ConsultantlPrac Spec IV ConsultanuPrac Spec V Engineer I Engineer 11 Engineer III Engineer IV Engineer V Environmental Spec I Environmental Spec 11 Environmental Spec III Environmental Spec IV Environmental Spec V Field Representative II Field Representative III Field Representative IV Field Representative V Interior Designer 111 Planner I Planner II Planner III Planner IV Planner PMIConst Admin V TechniclaNDesigner III Technician/Designer IV Vice President $ 67.75 $ 89.16 $ 105.60 $ 99.62 $ 118.53 $ 160.93 $ 199.04 $ 288.71 $ 160.71 $ 216.00 $ 285.70 $ 103.65 $ 132.55 $ 178.66 $ 230.56 $ 302.85 $ 100.52 $ 138.12 $ 171.78 $ 211.14 $ 594.21 $ 95.08 $ 108.96 $ 149.83 $ 189.48 $ 120.29 $ 97.35 $ 111.17 $ 165.83 $ 224.55 $ 299.88 $ 244.87 $ 108.96 $ 153.00 $ 367.62 2231841.xxx Lubbock On -Call Professional Sorvices Agreement Page 17 of 46 DocuSign Envelope I0 B9F3AB80-CDA448C9-ADE6.EE633E19E934 EXHIBIT C Resident Project Representative Duties, Responsibilities, and Limitations 2231847.x Lubbock On -Call Professional S.,Icaa Agreement Page 18 of 46 DocuSign Envelope ID' LISTING OF DUTIES, RESPONSIBILITIES, AND LIMITATIONS OF AUTHORITY OF THE RESIDENT PROJECT REPRESENTATIVE The Owner and/or Engineer shall furnish a Resident Project Representative (RPR), assistants and other field staff to assist the Engineer by observing performance of the Work of the Contractor. Through more extensive on -site observations of the Work in progress and field checks of materials and equipment by the RPR and assistants, the Engineer shall endeavor to provide further protection for the Owner against defects and deficiencies in the Work; but, the furnishing of such services will not make the Engineer responsible for or give the Engineer control over construction means, methods, techniques, sequences or procedures or for safety precautions or programs, or responsibility for the Contractor's failure to perform the work in accordance with the Contract Documents. The duties and responsibilities of the RPR are limited to those of the Engineer in the Engineer's agreement with the Owner and in the construction Contract Documents, and are further limited and described as follows: A. General The RPR is the Engineer's agent at the site and will act as directed by and under the supervision of the Engineer, and will confer with the Engineer regarding the RPR's actions. The RPR's dealings in matters pertaining to the on -site Work shall in general be with the Engineer and the Contractor keeping the Owner advised as necessary. The RPR's dealings with subcontractor's shall only be through or with the full knowledge and approval of the Contractor. The RPR shall generally communicate with the Owner with the knowledge of and under the direction of the Engineer. B. Duties and Responsibilities of the RPR Schedules: Review the progress schedule, schedule of Shop Drawing submittals and schedule of values prepared by the Contractor and consult with the Engineer concerning the acceptability. 2. Conferences and Meetings: Attend meetings with the Contractor and Owner, such as preconstruction conferences, weekly progress meetingsJob conferences and other project related meetings, and prepare and circulate copies of minutes thereof. 3. Liaison: a. Serve as the Engineers liaison with the Contractor, working principally through the Contractor's superintendent and assist in understanding the intent of the Contract Documents; assist the Engineer in serving as the Owner's liaison with the contractor when the Contractors operations affect the Owner's on -site operations. b. Assist in obtaining from the Owner additional details of information, when required for proper execution of the Work. 223181 Lubbock On -Call Professional SomIces Agreement Page 19 of 86 Docuslgn Envelope ID: B9F3AB60.CDA4 8C9-ADE6-EE633E19E936 Shop Drawings and Samples a. Record date of receipt of Shop Drawings and Samples. b. Receive Samples which are furnished at the site by the Contractor, and notify the Engineer of availability of samples for examination. c. Advise the Engineer and the Contractor of the commencement of any Work requiring a Shop Drawing or Sample if the submittal has not been approved by the Engineer S. Review of Work, Rejection of Defective Work, Inspections and Tests a. Conduct on -site observations of the work in progress to assist the Engineer in determining if the work is in general proceeding in accordance with the Contract Documents b. Report to the Engineer whenever the RPR believes that any work is unsatisfactory, faulty or defective or does not conform to the Contract Documents, or has been damaged, or does not meet the requirements of any inspection, test or approval required to be made; and advise the Engineer of Work that the RPR believes should be corrected or rejected or should be uncovered for observation, or requires special testing, inspection or approval. c. Verify that tests, equipment and systems startups and operating and maintenance training are conducted in the presence of the appropriate personnel, and that the contractor maintains adequate records thereof; and observe, record and report to the Engineer appropriate details relative to the test procedures and startups. d. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the results of those inspections and report to the Engineer. Interpretation of Contract Documents: Report to the Engineer when clarifications and interpretations of the Contract Documents are needed and transmit to the Contractor clarifications and interpretations issued by the Engineer. Modifications: Consider and evaluate the contractor's suggestions for modifications in drawings or specifications and report the suggestions along with the RPR's recommendations to the Engineer. Transmit to the contractor decisions as issued by the Engineer. 8. Records: a. Maintain at the job site orderly files for correspondence, reports of job conferences, shop drawings and samples, reproductions of original Contract Documents including all Work directive changes, addenda, change orders, field orders, additional drawings issued subsequent to the execution of the Contract, 2231841.xxx Lubbock On -Call Professional services Agreement Page 20 of 46 DocuSign Envelope ID: B9F3AB60-CDA4iBC9-ADE6-EE633E19Eg34 the Engineers clarifications and interpretations of the Contract Drawings, progress reports, and other Project related documents. b. Keep a diary or log book, recording the Contractor hours on thejob site, weather conditions, data relative to questions of Work field orders, change orders or changed conditions, list ofjob site visitors, daily activities, decisions, observations in general., and specific observations in more detail as in the case of observing test procedures; and send copies to the Engineer. c. Record names, addresses and telephone numbers of all the contractors, subcontractors and major suppliers of materials and equipment. 9. Reports: a. Furnish the Engineer daily progress reports of progress of the work and of the Contractor's compliance with the progress schedule and schedule of Shop Drawing and Sample submittals. b. Consult with the Engineer in advance of scheduled major tests, inspections or start of important phases of Work. c. Draft proposed change orders and field orders, obtaining backup material from the Contractor and recommend to the Engineer change orders and field orders. d. Report immediately to the Engineer and the Owner the occurrence of any accident. 10. Payment Requests: a. Review applications for payment with the Contractor for compliance with the established procedure for their submission and forward with recommendations to the Engineer, noting particularly relationship of the payment requested to the schedule of values, work completed and materials delivered to the site but not incorporated into the Work. b. Shall be familiar with the Method of Measurement and Basis of Payment and measure and track completion of items accordingly. 11. Certificates, Maintenance and Operations Manuals: During the course of the Work, verify that certificates, maintenance and operations manuals and other data required to be assembled and furnished by the contractor are applicable to the items actually installed and in accordance with the Contract Documents, and have this material delivered to the Engineer for review and forwarding to the Owner prior to final payment for the Work. 2231847.xxx Lubbock On -Calf Professional services Agreement Page 21 of 46 DocuSign Envelope ID: B9F3AB60-CDA4-48C9-ADE6-EE633E19E934 12. Completion: a. Before the Engineer issues a Certificate of Substantial Completion, submit to the Contractor a punch list of items requiring completion or correction. b. Conduct final inspection in the company of the Engineer, the Owner and the Contractor and prepare a final punch list of items to be completed or corrected. c. Observe that all items on the final punch list have been completed or corrected and make recommendations to the Engineer concerning acceptance. C. Limitations of Authority of the Resident Project Representative (RPR): 1. The RPR shall not authorize any deviation from the Contract Documents or substitution of materials or equipment, unless authorized by the Engineer. 2. The RPR shall not exceed limitations of the Engineer's authority as set forth in the Contract Documents. 3. The RPR shall not undertake any of the responsibilities of the contractor, subcontractors or the Contractor's superintendent. 4. The RPR shall not advise on, issue directions relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of construction unless such advice or directions are specifically required by the Contract Documents. 5. The RPR shall not advise on, issue directions regarding or assume control over safety precautions and programs in connection with the Work. 6. The RPR shall not accept Shop Drawing or Sample submittals from anyone other than the General Contractor. 7. The RPR shall not authorize the Owner to occupy the Project in whole or in part. 8. The RPR shall not participate in specialized field or laboratory tests or inspections conducted by others except as specifically authorized by the Engineer. 2231847.xxx Lubbock On -Call Professional Services Agreement Page 22 of 46 DocuSign Envelope ID: 39F3Al360-CDA4-46C9-ADE6-EE633E19E934 EXHIBIT D Federal Contract Provisions for Professional A/E Services 2231642.aaa Lubbock On -Call Professional Services Agreement Page 23 of 46 DocuSign Envelope 10: B9F3AB60-CDA4-48C9.ADE6-EE633E19E934 Federal Contract Provisions for Professional A/E Services Procurement and Contracting Under Airport Improvement Program (AIP) Federal Contract Provisions 1. ACCESS TO RECORDS AND REPORTS Reference: 1 C'FR § 200.316. 2 C'RF 200.333 This provision is mandatory for all AIP funded project contracts. The Contractor must maintain an acceptable cost accounting system. The Contractor agrees to provide the Sponsor, the Federal Aviation Administration, and the Comptroller General of the United States or any of their duly authorized representative's access to any books, documents, papers and records of the contractor which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The Contractor agrees to maintain all books, records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed. 2. BREACH OF CONTRACT TERMS Reference: 2 CFR § 200 Appendix H (A) This provision is required for all contracts that exceed the simplified Acquisition threshold of S150,000, if applicable. Any violation or breach of terms of this contract on the part of the contractor or its subcontractors may result in the suspension or termination of this contract or such other action that may be necessary to enforce the rights of the parties of this agreement. The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder are in addition to, and not a limitation of, any duties, obligations, rights and remedies otherwise imposed or available by law. 3, BUY AMERICAN PREFERENCE Reference: 49 USC § 50101 This provision applies to all AIP handed projects. The contractor agrees to comply with 49 USC § 50101, which provides that Federal funds may not be obligated unless all steel and manufactured goods used in AIP funded projects are produced in the United States, unless the FAA has issued a waiver for the product; the product is listed as an Excepted Article, Material Or Supply in Federal Acquisition Regulation subpart 25.108; or is included in the FAA Nationwide Buy American Waivers Issued list. A bidder or offeror must submit the appropriate Buy America certification as included in the Bid Proposal in these specifications with all bids or offers on AIP funded projects. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. The FAA Office of Airports maintains a list of equipment that has received a nationwide waiver from the Buy American preference requirements or that fully meet the Buy American Requirement. The Nationwide Buy American Waiver List is available online at hltps://www.fia.eov/airports/aip/buy american. Products listed on the Nationwide Buy American Waivers Issued list do not require a project specific Buy American preference requirement waiver from the FAA. Federal Aviation Administration Issued by FAA on June 19, 2018 Required Provisions Page 1 of 23 2281841.xxx Lubbock On -Call Professional Services Agreement Page 24 of 46 DoeuSign Envelope ID: B9F3AB60-CDA44BC9-AOE6.EE633E19E934 4. CIVIL RIGHTS —GENERAL Reference: 49 U.SC,¢47123 The provision applies to all AIP funded project contracts. 5.1 CIVIL RIGHTS —Clause Used for Contracts The Contractor agrees to comply with pertinent statutes. Executive Orders and such rules as are promulgated to ensure that no person shall, on the grounds of race, creed, color, national origin, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision binds the Contractor and subcontractors from the bid solicitation period through the completion of the contract. This provision is in addition to that required of Title VI of the Civil Rights Act of 1964. 5. CIVIL RIGHTS -TITLE VI ASSURANCES Reference: 49 USC,§47123, FAA Order 1400.11 Title VI Clauses for Compliance with Non Discrimination Requirements (Source.: Appendix A of Appendix 4 of FAA Order 1400. 11, Nondiscrimination in Federally -Assisted Programs of the Federal Aviation Administration) Compliance with Nondiscrimination Requirements: During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows: (a) Compliance with Regulations: The contractor (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Statutes and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. (b) Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. (c) Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractors obligations under this contract and the Acts and the Regulations relative to Non-discrimination on the grounds of race, color, or national origin. (d) Information and Reports: The contractor will provide all information and reports required by the Acts. the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of a contractor is in the exclusive possession of another who Federal Aviation Administration Issued by FAA on June 19, 2018 Required Provisions Page 2 ol'23 2231641.xxx Lubbock On -Cat/ Professional Servioes Agreement Page 26 of 46 DocuSign Envelope ID: 89F3AB60.CDA448C9-ADE6-EE633E19E934 fails or refuses to furnish the information, the contractor will so certify to the sponsor or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. (a) Sanctions for Noncompliance: In the event of a contractors noncompliance with the Non- discrimination provisions of this contract, the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, bill not limited to: Withholding payments to the contractor under the contract until the contractor complies; and/or Cancelling, terminating, or suspending a contract, in whole or in part. (t) Incorporation of Provisions: "fire contractor will include the provisions of paragraphs one through six in every subcontract. including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means ofenforcing such provisions including sanctions for noncompliance. Provided, that ifthe contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the contractor may request the United States to enter into the litigation to protect the interests ofthe United States. 6. CIVIL RIGHTS -TITLE VI LIST OF PERTINENT NONDISCRIMINATION AUTHORITIES .Source: Appendix E of Appendix 4 of FAA Order 1400. 11, Nondiscrimination in Federaly,-Assisted Programs at the Federal Aviation Administration During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: • Title VI of the Civil Rights Act of 1964 (42 USC § 2000d at .veq., 78 stat. 252), (Prohibits discrimination on the basis of race, color, national origin); • 49 CFR part 21 (Non-discrimination In Federally- Transportation -Effectuation of Title VI of The Civil Rights Act of 1964); • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC § 4601 k (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); • Section 504 of the Rehabilitation Act of 1973. (29 USC § 794 at .seq.). as amended, (prohibits discrimination on the basis of disability); and 49 CPR part 27: • The Age Discrimination Act of 1975, as amended. (42 USC § 6101 at seq.), (Prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal -aid recipients, sub -recipients and contractors, whether such programs or activities are Federally funded or not); Federal Aviation Administration Issued by FAA on June 19. 2018 Required Provisions Page 3 of 23 2231847.xxx Lubbock On -Call Professional services Agreement Page 26 of 46 DocuSign Envelope ID: B9F3AB6a-CDA44BC9-ADE6"EE633E19E934 • Titles II and III of the Americans with Disabilities Act of 1990. which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 USC §§ 12131 - 12189) as implemented by U.S. Department ul`fransportation regulations at 49 CFR parts 37 and 38; • The Federal Aviation Administration's Non-discrimination statute (49 USC § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • ESCCmtIVe Order 12898, Federal Actions to Address Environmental Justice in Minority Populations mu1 Low -Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure Compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); and • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 USC 1681 et seq). 7. CLEAN AIR AND WATER POLLUTION CONTROL Reference: 2 CFR § 200 Appendix 11(C) This provision applies to all service agreements, construction contracts, and sub contracts that exceed $150,000, (if applicable). Contractors and subcontractors agree: (g) That any facility to be used in the performance of the contract or subcontract or to benefit from the contract is not listed on the Environmental Protection Agency (EPA) List of Violating Facilities: (h) To comply with all the requirements of Section 114 of the Clean Air Act, as amended. 42 U.S.C. 1857 el seq. and Section 308 of the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. relating to inspection, monitoring, entry, reports, and information, as well as all other requirements specified in Section 114 and Section 308 of the Acts, respectively, and all other regulations and guidelines issued thereunder; (i) That, as a condition for the award of this contract, the contractor or subcontractor will notify the awarding official of the receipt of any communication from the EPA indicating that a facility to be used for the performance of or benefit from the contract is under consideration to be listed on the EPA List of Violating Facilities; and To include or cause to be included in any construction contract or subcontract which exceeds $150,000 the aforementioned criteria and requirements. 8. CONTRACT WORKHOURS AND SAFETY STANDARDS ACT REQUIREMENTS Reference: 2 CFR § 200 Appendix 11(E) This provision applies to all professional service agreements, construction contracts and sub contracts that exceed $100,000, if applicable. I. Overtime Requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic, including watchmen and guards, in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives Federal Aviation Administration Issued by FAA on June 19, 2018 Required Provisions Page 4 of 23 2231847.x +Lubbock On -Call Professional services Agreement Page 27 046 DocaSign Envelope ID: B9F3A880-CDA44BC9.AOE6.EE633E19E934 compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. 2. Violation; Liability for Unpaid Wages; Liquidated Damages: In the event of any violation of the clause set forth in paragraph (I ) above, the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph I above, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph I above. 3. Withholding for Unpaid Wages and Liquidated Damages: The Federal Aviation Administration (FAA) or the Sponsor shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other Federally assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph 2 of this clause. 4. Subcontractors: The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs (1) through (4) and also a clause requiring the subcontractor to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this section. 9. COPELAND "ANTI -KICKBACK" ACT Reference: 2 CFR ,¢ 200 Appendix 11(D), 20 CFR parts 3 & 5 This provision applies to all construction contracts and subcontracts that exceed $2,000 and are financed under the AIP program. Contractor must comply with the requirements of the Copeland "Anti -Kickback" Act (18 USC 874 and 40 USC 3I45). as supplemented by Department of Labor regulation 29 CFR Part 3. Contractor and subcontractors are prohibited from inducing, by any means, any person employed on the project to give up any part of the compensation to which the employee is entitled. The Contractor and each Subcontractor must submit to the Owner, a weekly statement on the wages paid to each employee performing on covered work during the prior week. Owner must report any violation of the Act to the Federal Aviation Administration. Federal Aviation Administration Issued by FAA on June 19, 2019 Required Provisions Page 5 of 23 2231847.xxx Lubbock On -Call ProNssional Services Agreement Page 28 o/46 DocuSign Envelope ID: B9F3AB60-CDA4-48C9-ADE6-EE633E19E934 10. DAVIS-BACON REQUIREMENTS Reference: 2 CFR § 200, Appeurfiz if (D), 29 CFR Parr S This provision applies to all construction contracts and subcontracts that exceed $2,000 and are financed under the AIP program. Davis -Bacon Requirements Minimum Wages (i) All laborers and mechanics employed or working upon the site of the work will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by the Secretay of Labor under the Copeland Act (29 CFR Part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalent thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a pall hereof, regardless of any contractual relationship which may be alleged to exist between the Contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section I(b)(2) of the Davis -Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR Part 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided that the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classification and wage rates conformed under (1)(ii) of this section) and the Davis -Bacon poster (WFI-1321) steal I be posted at al I times by the Contractor and its subcontractors at the site of the work in a prominent and accessible place where it can easily be seen by the workers. (ii)(A) The contracting officer shall require that any class of laborers or mechanics., including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. "I he contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (1) The work to be performed by the classification requested is not performed by a classification in the wage determination; (2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the Contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives. and the contracting officer agree on the classification and wage rate (including the Federal Aviation Administration Issued by FAA on June 19, 2018 Required Provisions Page 6 of 23 2331847.ssx Lubbock On -Call Professional services Agreement Page 29 of 46 DocuSign Envelope 10: B9F3AB60.CDA4-48Cg-ADE6-EE633E19E934 amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Depot mnent of Labor, Washington, DC 20210, The Administrator, or an authorized representative, will approve. modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C) In the event the Contractor, the laborers, or mechanics to be employed in the classification, or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to subparagraphs (1)(ii) (B) or (C) of this paragraph, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv) If the Contractor does not make payments to a trustee or other third person. the Contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program: Provided that the Secretary of Labor has found upon the written request of the Contractor, that the applicable standards of the Davis -Bacon Act have been met. The Secretary of Labor may require the Contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. 2. Withholding, The Federal Aviation Administration or the sponsor shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the Contractor under this contract or any other Federal contract with the same prime contractor, or any other federally -assisted contract subject to Davis -Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the Contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of work, all or part of the wages required by the contract, the Federal Aviation Administration may, after written notice to the Contractor, Sponsor, Applicant, or Owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. Federal Aviation Administration Issued by FAA on June 19, 2018 Required Provisions Page 7 of 23 2231847.xxx Lubbock On -Call Prof esslonal services Agroomenl Page 30 or 46 DocuSign Envelope ID: B9F3AB60-CDA4-48C9-ADE&EE633E19E934 3. Payrolls and Basic Records. (i) Payrolls and basic records relating thereto shall be maintained by the Contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and social security number of each such worker; his or her correct classification; hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in I(b)(2)(B) of the Davis -Bacon Act); daily and weekly number of hours worked; deductions made; and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section I(b)(2)(B) of the Davis -Bacon Act, the Contractor shall maintain records that show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and that show, the costs anticipated or the actual costs incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii)(A) The Contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to the Federal Aviation Administration if the agency is a party to the contract, but if the agency is not such a party. the Contractor will submit the payrolls to the applicant, Sponsor, or Owner, as the case may be, for transmission to the Federal Aviation Administration. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be included on weekly transmittals. Instead the payrolls shall only need to include an individually identifying number for each employee (e.g. the last four digits of the employee's social security number). The required weekly payroll information may be submitted in any form desired. Optional Form WH-347 is available for this purpose from the Wage and Hour Division Web site at wws.doLgnn/whd/jormcArh347inxrr.hlnt or its successor site, The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. Contractors and subcontractors shall maintain the full social security number and current address of each covered worker and shall provide them upon request to the Federal Aviation Administration if the agency is a party to the contract, but if the agency is not such a party, the Contractor will submit them to the applicant, sponsor, or Owner, as the case may be, for transmission to the Federal Aviation Administration, the Contractor, or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a violation of this section for a prime contractor to require a subcontractor to provide addresses and social security numbers to the prime contractor for its own records, without weekly submission to the sponsoring government agency (or the applicant, Sponsor, or Owner). (B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the Contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: Federal Aviation Administration Issued by FAA on June 19, 2018 Required Provisions Page 8 of 23 2231847.xxx Lubbock On -Cell Professional Services Agreement Page 31 ofdb DocuSign Envelope ID, B9F3AB60-CDA4-48C9.ADE6-EE633E19E934 (1) The payroll for the payroll period contains the information required to be provided under 29 CFR § 5.5(a)(3)(ii), the appropriate information is being maintained under 29 CFR § 5.5 (a)(3)(i), and that such information is correct and complete; (2) Each laborer and mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations 29 CFR Part 3; (3) Each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (3xii)(B) of this section. (D) The falsification of any of the above certifications may subject the Contractor or subcontractor to civil or criminal prosecution under Section 1001 of Title 18 and Section 231 of Title 31 of the United States Code. (iii) The Contractor or subcontractor shall make the records required under paragraph (3)(i) of this section available for inspection, copying, or transcription by authorized representatives of the sponsor, the Federal Aviation Administration. or the Department of Labor and shall permit such representatives to interview employees during working hours on the job. If the Contractor or subcontractor fails to submit the required records or to make them available, the Federal agency may, after written notice to the Contractor, Sponsor, applicant, or Owner, take such action as may be necessary to cause the suspension of any farther payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CPR 5.12. 4. Apprentices and Trainees. (i) Apprentices. Apprentices will be permitted to work in less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Bureau of Apprenticeship and Training, or with a State Apprenticeship Agency recognized by the Bureau, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an appreniceship program, who is not individually registered in the program, but who has been certified by the Bureau of Apprenticeship and Training or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on thejob site in any craft classification shall not be greater than the ratio pennitted to the contractor as to the entire work force tinder the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification ol'work actually performed. In addition, any apprentice performing work on thejob site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a Federal Aviation Administration Issued by FAA on June 19, 2018 Required Provisions Page 9 of 23 2231847.xxx Lubbock On -Call Professional SereIces Agreement Page 32 of 46 DocuSign Envelope ID: B9F3AB60 CDA448C9-ADE6-EE633E19E934 contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the Contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for (he apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Bureau of Apprenticeship and Training, or a State Apprenticeship Agency recognized by the Bureau, withdraws approval of an apprenticeship program, the Contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii) Trainees. Except as provided in 29 CFR 5,16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination that provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate that is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actual IN performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the Contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii) Equal Employment Opportunity. The utilization of apprentices, trainees, and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR Part 30. 5. Compliance with Copeland Act Requirements. The Contractor shall comply with the requirements of 29 CFR Part 3, which are incorporated by reference in this contract. 6. Subcontracts. Federal Aviation Administration Issued by FAA on June 19, 2018 Required Provisions Page 10 of 23 2231641.xxx Lubbock On -Call Professional Services Agreement Page 33 of 46 DocuSign Envelope ID: B9F3AB60-CDA4-08C9.ADE6-EE633E19E934 The Contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR Part 5.5(a)(1) through (10) and such other clauses as the Federal Aviation Administration may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR Part 5.5. 7. Contract Termination: Debarment. A breach of the contract clauses in paragraph I through 10 of this section may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. 8. Compliance with Davis -Bacon and Related Act Requirements. All rulings and interpretations of the Davis -Bacon and Related Acts contained in 29 CFR Parts 1, 3, and 5 are herein incorporated by reference in this contract. 9. Disputes Concerning Labor Standards. Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR Parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the Contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives. 10. Certification of Eligibility. (i) By entering into this contract, the Contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the Contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(I ). (ii) No part of this contract shall be subcontracted to any person or Film ineligible for award of a Government contract by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR S. 12(a)(1). (iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 USC. 1001, 11. DEBARMENT AND SUSPENSION (NON -PROCUREMENT) Reference 2 CFR part 180 (Subpart C), 2 CFR part 1200, DOT Order 4200.5 DOT Suspension & Debarment Procedures & Inetigibilitp This provision applies to all contracts and subcontracts that exceed $25,000, (if applicable). Certificate Regarding Debarment and Suspension (Bidder or Offeror) By submitting a bid/proposal under this solicitation, the bidder or offeror certifies that at the time the bidder or offeror submits its proposal that neither it nor its principals are presently debarred or suspended by any Federal department or agency from participation in this transaction. Certificate Regarding Debarment and Suspension (Successful Bidder Regarding Lower Tier Participants) The successful bidder, by administering each lower tier subcontract that exceeds $25,000 as a "covered transaction", must verify each lower tier participant of a "covered transaction" under the project is not Federal Aviation Administration Issued by FAA on June 19, 2018 Required Provisions Page 11 of 23 2231847.xrx Lubbock On -Call Professional ServIces Agreement Page 34 of 46 DocuSign Envelope to B9F3AB60-CDA4-48C9-ADE6-EE633E19E934 presently debarred or otherwise disqualified from participation in this federally assisted project. The successful bidder will accomplish this by: 1. Checking the System for Award Management at websitehill, ant ; o\. 2. Collecting a certification statement similar to the Certificate Regarding Debarment and Suspension (Bidder or Offeror), above. 3. Inserting a clause or condition in the covered transaction with the lower tier contract. If the Federal Aviation Administration later determines that a lower tier participant failed to disclose to a higher tier participant that it was excluded or disqualified at the time it entered the covered transaction, the FAA may pursue any available remedies, including suspension and debarment of the non -compliant participant. 12. DISADVANTAGED BUSINESS ENTERPRISES Reference: 49 CFR part 26 The mandatory language that must be used on AIP funded project contracts is as follows and other than inserting the appropriate sponsor and number of days, the contract clause must not be nmdifred. 0) Contract Assurance (§26.13): The contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of Department of Transportation -assisted contracts. 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 Owner deems appropriate, which may include, but is not limited to: 1) Withholding monthly progress payments; 2) Assessing sanctions 3) Liquidated damages: and/or 4) Disqualifying the Contractor from future bidding as non -responsible. (k) Prompt Payment (§26.29): The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than thirty (30) days from the receipt of each payment the prime contractor receives from the Owner. The prime contractor agrees further to return retainage payments to each subcontractor within thirty (30) 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 Owner. This clause applies to both DBE and non -DBE subcontractors. 13. DISTRACTED DRIVING Reference: Executive Order 13513, DOT Order 3902.10 This clause shall be included in all subcontracts. TEXTING WHEN DRIVING (1) In accordance with Executive Order 13513, Federal Leadership on Reducing Text Messaging While Driving, December 30, 2009. the Contractor shall adopt and shall enforce workplace safety policies to ban text messaging while driving when performing any work for, or on behalf of. the Federal government, including work relating to a grant or sub grant. Federal Aviation Administration Issued by FAA on June 19, 2018 Required Provisions Page 12 of 23 2251842.xxx Lubbock On -Call Professional Services Agreement Page 35 of 46 DocuSign Envelope ID: B9F3AB60-CDA4-46C9-ADE6-EE633EI 9E934 14. ENERGY CONSERVATION REQUIREMENTS Reference: 2 CFR § 200 Appendix 11(H) This provision applies to AIP funded construction and equipment projects and must be included in all contracts and subcontracts. (m) The contractor and subcontractor agrees to comply with mandatory standards and policies relating to energy efficiency as contained in the stale energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 USC 6201 et seq). 15. EQUAL OPPORTUNITY CLAUSE AND SPECIFICATIONS Reference: 2 CFR 200, Appendix H (C'), 41 CFR § 60-2.4, 41 CFR § 604.3, Executive Order 11246 This provision is required on all construction contracts and subcontracts that exceed $10.000 and are financed under the AIP program. During the performance of this contract, the contractor agrees as follows: I. The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The contractor will take at7imtative action to ensure that applicants are employed, and that employees are treated during employment. , ithout regard to their race, color, religion, sex, sexual orientation, gender identify, or national origin. 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. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, or national origin. 3. The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The contractor will famish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 6. In the event of the contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24. 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 7. The contractor will include the portion of the sentence immediately preceding paragraph (II and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order Federal Aviation Administration Issued by FAA on June 19, 2018 Required Provisions Page 13 of 23 2231842.xxx Lubbock On -Cell Professional Services Agreement Page 36 of46 Docuslgn Envelope ID: B9F3AB60-COA4i8C9.ADE&EE633E19E934 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the contractor may request the United States to enter into such litigation to protect the interests of the United States. (n) STANDARD FEDERAL EQUAL EMPLOYMENT OPPORTUNITY (0) CONSTRUCTION CONTRACT SPECIFICATIONS I. As used in these specifications: a. "Covered area" means the geographical area described in the solicitation from which this contract resulted; b. "Director" means Director, Office of Federal Contract Compliance Programs (OFCCP), U.S. Department of Labor, or any person to whom the Director delegates authority; c. "Employer identification number" means the Federal social security number used on the Employer's Quarterly Federal Tax Return, U.S. Treasury Department Form 941; d. "Minority" includes: (1) Black (all persons having origins in any of the Black African racial groups not of Hispanic origin); (2) Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central or South American, or other Spanish culture or origin regardless of race); (3) Asian and Pacific Islander (all persons having origins in any of the on peoples of the Far East, Southeast Asia, the Indian Subcontinent, or the Pacific Islands); and (4) American Indian or Alaskan native (all persons having origins in any of the original peoples of North America and maintaining identifiable tribal affiliations through membership and participation or community identification). 2. Whenever the contractor, or any subcontractor at any tier, subcontracts a portion of the work involving any construction trade, it shall physically include in each subcontract in excess of $10,000 the provisions of these specifications and the Notice which contains the applicable goals for minority and female participation and which is set forth in the solicitations from which this contract resulted. 3. If the contractor is participating (pursuant to 41 CPR 60-4.5) in a Hometown Plan approved by the U.S. Department of Labor in the covered area either individually or through an association, its affirmative action obligations on all work in the Plan area (including goals and timetables) shall be in accordance with that Plan for those trades which have unions participating in the Plan. Contractors shall be able to demonstrate their participation in and compliance with the provisions of any such Hometown Plan. Each contractor or subcontractor participating in an approved plan is individually required to comply with its obligations under the EEO clause and to make a good faith effort to achieve each goal under the Plan in each trade in which it has employees. The overall good faith performance by other contractors or subcontractors toward a goal in an approved Plan does not excuse any covered contractor's or subcontractors failure to take good faith efforts to achieve the Plan goals and timetables. 4. The contractor shall implement the specific affirmative action standards provided in paragraphs 15.7a through 15.7p of these specifications. The goals set forth in the solicitation from which this contract resulted are expressed as percentages of the total hours of employment and training of minority and female utilization the contractor should reasonably be able to achieve in each construction Trade in which it has employees in the covered area. Covered construction contractors perforating construction Federal Aviation Administration Issued by FAA on June 19, 2018 Required Provisions Page 14 of 23 2231847.ssx Lubbock On -Call Professional services Agreement Page 37 of 46 DocuSign Envelope ID: B9F3A880-CDA448C9-ADE6-EE633E19E934 work in a geographical area where they do not have a Federal or federally assisted construction contract shall apply the minority and female goals established for the geographical area where the work is being performed. Goals are published periodically in the Federal Register in notice form, and such notices may be obtained from any Office of Federal Contract Compliance Programs office or from Federal procurement contracting officers. The Contractor is expected to make substantially uniform progress in meeting its goals in each craft during the period specified. 5, Neither the provisions of any collective bargaining agreement nor the failure by a union with whom the Contractor has a collective bargaining agreement to refer either minorities or women shall excuse the Contractors obligations under these specifications, Executive Order 11246, or the regulations promulgated pursuant thereto. 6. In order for the non -working training hours of apprentices and trainees to be counted in meeting the goals, such apprentices and trainees shall be employed by the contractor during the training period and the contractor shall have made a commitment to employ the apprentices and trainees at the completion of their training, subject to the availability of employment opportunities. Trainees shall be trained pursuant to training programs approved by the U.S. Department of Labor. 7. The contractor shall take specific affirmative actions to ensure equal employment opportunity. The evaluation of the contractors compliance with these specifications shall be based upon its effort to achieve maximum results from its actions. The contractor shall document these efforts fully and shall implement affirmative action steps at least as extensive as the following: a. Ensure and maintain a working environment free of harassment, intimidation, and coercion at all sites, and in all facilities at which the contractor's employees are assigned to work. The Contractor, where possible, will assign two or more women to each construction project. The Contractor shall specifically ensure that all foremen, superintendents, and other onsite supervisory personnel are aware of and carry out the Contractors obligation to maintain such a working environment, with specific attention to minority or female individuals working at such sites or in such facilities. In. Establish and maintain a current list of minority and female recruitment sources, provide written notification to minority and female recruitment sources and to community organizations when the Contractor or its unions have employment opportunities available, and maintain a record of the organizations' responses. C. Maintain a current file of the names, addresses, and telephone numbers of each minority and female off--the-street applicant and minority or female referral from a union, a recruitment source, or community organization and of what action was taken with respect to each such individual. If such individual was sent to the union hiring hall for referral and was not referred back to the Contractor by the union or, if referred, not employed by the Contractor, this shall be documented in the file with the reason therefore along with whatever additional actions the Contractor may have taken. d. Provide immediate written notification to the Directorwhen the union or unions with which the Contractor has a collective bargaining agreement has not referred to the contractor a minority person or female sent by the Contractor, or when the Contractor has other information that the union referral process has impeded the contractor's efforts to meet its obligations. e. Develop on-the-job training opportunities and/or participate in training programs for the area which expressly include minorities and women, including upgrading programs and apprenticeship and trainee programs relevant to the Contractor's employment needs, especially those programs funded or approved by the Department of Labor. The Contractor shall provide notice of these programs to the sources compiled under 76 above. Federal Aviation Administration Issued by FAA on June 19, 2018 Required Provisions Page 15 of 23 2231842.xxx Lubbock On -Call Professional services Agreement Page 38 of 46 DowSip Envelope ID: B9F3AB60ADA4i8C9.ADE6.EE633E19E934 f. Disseminate the Contractor's EEO policy by providing notice of the policy to unions and training programs and requesting their cooperation in assisting the Contractor in meeting its EEO obligations; by including it in any policy manual and collective bargaining agreement; by publicizing it in the company newspaper, annual report, etc.; by specific review of the policy with all management personnel and with all minority and female employees at least once a year; and by posting the company EEO policy on bulletin boards accessible to all employees at each location where construction work is performed. g. Review, or least annually, the company's EEO policy and affirmative action obligations under these specifications with all employees having any responsibility for hiring, assignment, layoff, termination, or other employment decisions including specific review of these items, with onsite supervisory personnel such a superintendents, general foremen, etc., prior to the initiation of construction work at any Job site. A written record shall be made and maintained identifying the time and place of these meetings, persons attending, subject matter discussed, and disposition of the subject matter. h. Disseminate the Contractor's EEO policy externally by including it in any advertising in the news media, specifically including minority and female news media, and providing written notification to and discussing the Contractor's EEO policy with other contractors and subcontractors with whom the Contractor does or anticipates doing business. 1. Direct its recruitment efforts, both am] and written, to minority, female, and community organizations, to schools with minority and female students; and to minority and female recruitment and training organizations serving the contractors recruitment area and employment needs. Not later than one month prior to the date for the acceptance of applications for apprenticeship or other training by any recruitment source, the Contractor shall send written notification to organizations, such as the above, describing the openings, screening procedures, and tests to be used in the selection process. j. Encourage present minority and female employees to recruit other minority persons and women and, where reasonable, provide after school, summer, and vacation employment to minority and female youth both on the site and in other areas of a Contractors workforce. k. Validate all tests and other selection requirements where there is an obligation to do so under 41 CFR part 60-3. I. Conduct, at least annually, an inventory and evaluation at least of all minority and female personnel, for promotional opportunities and encourage these employees to seek or to prepare for, through appropriate training, etc., such opportunities. M. Ensure that seniority practices, job classifications, work assignments, and other personnel practices do not have a discriminatory effect by continually monitoring all personnel and employment related activities to ensure that the EEO policy and the Contractor's obligations under these specifications are being carried out. n. Ensure that all facilities and company activities are non -segregated except that separate or single user toilet and necessary changing facilities shall be provided to assure privacy between the sexes. o. Document and maintain a record of all solicitations of offers forsubcontracts from minority and female construction contractors and suppliers, including circulation of solicitations to minority and female contractor associations and other business associations. P. Conduct a review, it least annually, of all supervisor's adherence to and performance under the Contractor's EEO policies and affirmative action obligations. Federal Aviation Administration Issued by FAA on June 19, 2018 Required Provisions Page 16 of 23 2231847.xxx Lubbock On-Cs11 Professional 8ervlces Agreement Page 29 of 46 DocuSign Envelope ID: B9F3AB60 CDA4-4aC9.AOE6.EE633E19E934 8. Contractors are encouraged to participate in voluntary associations, which assist in fulfilling one or more of their affirmative action obligations (15.7a through 15.7p). The efforts of a contractor association, joint contractor union, contractor community, or other similar groups of which the Contractor is a member and participant, may be asserted as fulfilling any one or more of its obligations under 15.7a through 15.7p of these specifications provided that the Contractor actively participates in the group, makes every effort to assure that the group has a positive impact on the employment of minorities and women in the industry, ensures that the concrete benefits of the program are reflected in the Contractor's minority and female workforce participation, makes a good faith effort to meet its individual goals and timetables, and can provide access to documentation which demonstrates the effectiveness of actions taken on behalf of the Contractor. The obligation to comply, however, is the Contractors and failure of such a group to fulfill an obligation shall not be a defense for the Contractor's noncompliance. 9. A single goal for minorities and a separate single goal for women bare been established. The Contractor, however, is required to provide equal employment opportunity and to take affirmative action for all minority groups, both male and female, and all women, both minority and non -minority. Consequently, if the particular group is employed in a substantially disparate manner (for example, even though the Contractor has achieved its goals for women generally), the Contractor may be in violation of the Executive Order if a specific minority group of women is underutilized. 10. The Contractor shall not use the goals and timetables or affirmative action standards to discriminate against any person because of race, color, religion, sex, or national origin. 11. The Contractor shall not enter into any subcontract with any person or firm debarred from Government contracts pursuant to Executive Order 11246, 12. The Contractor shall tarty out such sanctions and penalties for violation of these specifications and of the Equal Opportunity Clause, including suspension, termination, and cancellation of existing subcontracts as may be imposed or ordered pursuant to Executive Order 11246, as amended, and its implementing regulations, by the Office of Federal Contract Compliance Programs. Any contractor who fails to carry out such sanctions and penalties shall be in violation of these specifications and Executive Order 11246. as amended. 13. The Contractor, in fulfilling its obligations under these specifications, shall implement specific affirmative action steps, at least as extensive as those standards prescribed in paragraph 15.7 of these specifications, so as to achieve maximum results from its efforts to ensure equal employment opportunity. If the Contractor fails to comply with the requirements of the Executive Order, the implementing regulations, or these specifications, the Director shall proceed in accordance with 41 CFR 60-4.8. 14. The Contractor shall designate a responsible official to monitor all employment related activity to ensure that the company EEO policy is being carried out, to submit reports relating to the provisions hereof as may be required by the Government. and to keep records. Records shall at least include for each employee, the name, address, telephone number, construction trade, union affiliation if any, employee identification number when assigned, social security number, race, sex, status (e.g., mechanic, apprentice, trainee, helper, or laborer), dates of changes in status, hours worked per week in the indicated trade, rate of pay, and locations at which the work was performed. Records shall be maintained in an easily understandable and retrievable form; however, to the degree that existing records satisfy this requirement, contractors shall not be required to maintain separate records. 15. Nothing herein provided shall be construed as a limitation upon the application of other Imes which establish different standards of compliance or upon the application of requirements for the hiring of local or other area residents (e.g., those under the Public Works Employment Act of 1977 and the Community Development Block Grant Program). Federal Aviation Administration Issued by FAA on June 19, 2018 Required Provisions Page 17 of 23 2221847.xxx Lubbock On -Call Professional services Agreement Page 40 or46 DocuSign Envelope ID: B9F3AB60-CDA4-4BC9-ADE6-EE633E19E934 16. FEDERAL FAIR LABOR STANDARDS ACT (FEDERAL MINIMUM WAGE) Reference: 29 USC § 201, el seq. This provision applies to all contracts and subcontracts and must comply with the FSLA, including the recordkeeping standards of the Act. All contracts and subcontracts that result from this solicitation incorporate by reference the provisions of 29 CFR part 201, the Federal Fair Labor Standards Act (FSLA), with the same force and effect as if given in full text. The FSLA sets minimum wage, overtime pay, recordkeeping and child labor standards for full and part-time workers. The contractor has full responsibility to monitor compliance to the referenced statute or regulation. The contractor must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor— Wage and Hour Division. 17. LOBBYING AND INFLUENCING FEDERAL EMPLOYEES Reference: 31 USC § 1352—Byrd Anll-Lobbying Amendment, 2 CFR Part 200, Appendix II (j), 99 CFR part 20, Appendix A This provision applies to all AIP funded project contracts and subcontracts. The bidder or offeror certifies by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (I) No Federal appropriated funds have been paid or will be paid, by or on behalf of the bidder or offeror, 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 influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with 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. (3) The undersigned shall require that the language of this certification be included in the award documents for all sub -awards at all tiers (including subcontracts, subgrants and contracts under grants, loans, and cooperative agreements) and that all sub -recipients 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 section 1352, title 31, U.S. Code. 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 etch such failure. 18. PROHIBITION OF SEGREGATED FACILITIES Reference: 41 CFR § 60 This provision applies to all construction contracts and subcontracts that exceed $10,000, if applicable. Federal Aviation Administration Issued by FAA on June 19, 2018 Required Provisions Page 18 of 23 2231847.sxx Labboek On -Call Professional Services Agreement Page 41 of 46 Docusign Envelope ID: B9F3ABB0.CDA448C9-ADE6-EE633E19E934 Prohibition of Segregated Facilities (a) The Contractor agrees that it does not and will not maintain or provide for its employees any segregated facilities at any of its establishments, and that it does not and will not permit its employees to perlbmt their services at any location under its control where segregated facilities are maintained, The Contractor agrees that a breach of this clause is a violation of the Equal Employment Opportunity clause in this contract. (b) "Segregated facilities," as used in this clause, means any wailing rooms, work areas, rest rooms and wash rooms, restaurants and other eating areas. time clocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees that are segregated by explicit directive or are in fact segregated on the basis of race, color, religion, sex, or national origin because of written or oral policies or employee custom. The term does not include separate or single -user rest rooms or necessary dressing or sleeping areas provided to assure privacy between the sexes. (c) The Contractor shall include this clause in every subcontract and purchase order that is subject to the Equal Employment Opportunity clause of this contract. 19. OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970 Reference: 19 CFR Pan 1910 This provision applies to all contracts and subcontracts All contracts and subcontracts that result from this solicitation incorporate by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. 'fine employer must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee. The employer retains full responsibility to monitor its compliance and their subcontractor's compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 1910). The employer must address any claims or disputes that pertain to a referenced requirement directly with the U.S. Department of Labor— Occupational Safety and Health Administration. 20. RIGHTS TO INVENTIONS Reference: 2 CFR § 200, Appendix ll (F), 37 CFR,¢ 401 This provision applies to all AIP funded contracts and subcontracts. All rights to inventions and materials generated under this contract are subject to requirements and regulations issued by the FAA and the Sponsor of the Federal grant under which this contract is executed. Contracts or agreements that include the performance of experimental, developmental, or research work must provide for the rights of the Federal Government and the Owner in any resulting invention as established by 37 CPR part 401, Rights to Inventions Made by Non-profit Organizations and Small Business Firms under Government Grants, Contracts, and Cooperative Agreements. This contract incorporates by reference the patent and inventions rights as specified within 37 CFR §401.14. Contractor must include this requirement in all sub -tier contracts involving experimental, developmental, or research work. 21. SEISMIC SAFETY Federal Aviation Administration Issued by FAA on June 19, 2018 Required Provisions Page 19 of23 2231847.xxx Lubbock On -Call Prorasslonal services Agreement Page 42 of 46 DocuSain Envelope ID: B9F3AB60CDA4-46C9-ADE6-EE633Et9E934 Reference: 49 CFR Part 41 This provision applies to all AIP funded contracts and subcontracts. Professional Service Agreements for Design In the performance of design services, the Consultant agrees to furnish a building design and associated constmction specification that conform to a building code standard that provides a level of seismic safety substantially equivalent to standards as established by the National Earthquake Hazards Reduction Program (NEHRP). Local building codes that model their building code after the current version of the International Building Code (IBC) meet the NEHRP equivalency level for seismic safety. At the conclusion of the design services. the Consultant agrees to furnish the Owner a "certification of compliance" that attests conformance of the building design and the construction specifications with the seismic standards of NEHRP or an equivalent building code. 22. TAX DELINQUENCY AND FELONY CONVICTIONS Reference: Seclion,s 415 and 416 of Title IV, Division L gfthe Consolidated Appropriations Act, 2014 (Pub. L. 113--6), and similar provisions in subsequent appropriations acts; DOT Order 4200.6 — Requirenicnis for Procurement and Non-Procurenreni Regarding Tar Delinquency and Felony Convictions. This Provision applies to all contracts funded in whole or in part with AIP. CERTIFICATION OF OFFERER/BIDDER REGARDING TAX DELINQUENCY AND FELONY CONVICTIONS The applicant must complete the following two certification statements. The applicant must indicate its current status as it relates to tax delinquency and felony conviction by inserting a checkmark IV) in the space following the applicable response. The applicant agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification in all lower tier subcontracts. Certifications 1) The applicant represents that it is not ( X ) a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability. 1) The applicant represents that it is not ( X ) a corporation that was convicted of a criminal violation under any Federal law within the preceding 24 months. Term Definitions Felony conviction: Felony conviction means a conviction within the preceding twenty-four (24) months of a felony criminal violation under any Federal law and includes conviction of an offense defined in a section of the U.S. code that specifically classifies the offense as a felony and conviction of an offense that is classified as a felony under 18 U.S.C. § 3559. Tax Delinquency: A tax delinquency is any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted, or have lapsed, and that Federal Aviation Administration Issued by FAA on June 19, 2018 Required Provisions Page 20 of 23 2231847.xxx Lubbock On-Ceii Professional Services Agreement Page 43 046 DocuSign Envelope ID: B9F3AB60-CDA4-48C9-ADE6-EE633E19E934 is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability. 23. TERMINATION OF CONTRACT Reference: 1 CFR § 200 Appendix 11(B). FAA Advisory Circular 15015370-10, Section 80-09 This provision applies to all contracts and subcontracts that exceed $10.000, if applicable. TERMINATION FOR CONVENIENCE (PROFESSIONAL SERVICES) The Owner may, b) written notice to the Consultant, terminate this Agreement for its convenience and without cause or delimlt on the part of Consultant. Upon receipt of the notice of termination, except as explicitly directed by the Owner, the Contractor must immediately discontinue all services affected. Upon termination of the Agreement, the Consultant must deliverto the Owner all data, surveys, models, drawings, specifications, reports, maps, photographs, estimates, summaries, and other documents and materials prepared by the Engineer under this contract, whether complete or partially complete. Owner agrees to makejust and equitable compensation to the Consultant for satisfactory work completed up through the dale the Consultant receives the termination notice. Compensation will not include anticipated profit on non -performed services. Owner further agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. TERMINATION FOR DEFAULT (PROFESSIONAL SERVICES) Either party may terminate this Agreement for cause if the other party fails to fulfill its obligations that are essential to the completion of the work per the terms and conditions of the Agreement. The party initiating the termination action must allow the breaching party an opportunity to dispute or cure the breach. The terminating party must provide the breaching party [7] days advance written notice of its intent to terminate the Agreement. The notice must specify the nature and extent of the breach, the conditions necessary to cure the breach, and the effective date of the termination action. The rights and remedies in this clause are in addition to any other rights and remedies provided by law or under this agreement. a) Termination by Owner: The Owner may terminate this Agreement in whole or in pan, for the failure ofthe Consultant to: 1. Perform the services within the time specified in this contract or by Owner approved extension: 2. Make adequate progress so as to endanger satisfactory performance of the Project; or 3. Fulfill the obligations of the Agreement that are essential to the completion of the Project. Upon receipt of the notice of termination, the Consultant must immediately discontinue all services affected unless the notice directs otherwise. Upon termination of the Agreement, the Consultant most deliver to the Owner all data, surveys, models, drawings, specifications, reports, maps, photographs, estimates, summaries, and other documents and materials prepared by the Engineer under this contract, whether complete or partially complete. Owner agrees to make just and equitable compensation to the Consultant for satisfactory work completed up through the date the Consultant receives the termination notice. Compensation will not Federal Aviation Administration Issued by FAA on June 19, 2018 Required Provisions Page 21 of 23 2231842.xxx Lubbock On -Call Professional services Agreement Page a4 of 46 DocuSign Envelope 10: B9F3AB60-CDA448C9.ADE&EE633E19E934 include anticipated profit on non -performed services. Owner further agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as it result of the termination action under this clause. If, after lionization of the termination action, the Owner determines the Consultant was not in default of the Agreement, the rights and obligations of the parties shall be the same as if the Owner issued the termination for the convenience of the Owner, b) Termination by Consultant: The Consultant may terminate this Agreement in whole or in part, if the Owner: 1. Defaults on its obligations under this Agreement; 2. Fails to make payment to the Consultant in accordance with the terms of this Agreement; 3. Suspends the Project for more than [180] days due to reasons beyond the control of the Consultant. Upon receipt of a notice of termination from the Consultant. Owner agrees to cooperate with Consultant for the purpose of terminating the agreement or portion thereof, by mutual consent. If Owner and Consultant cannot reach mutual agreement on the termination settlement, the Consultant may, without prejudice to any rights and remedies it may have, proceed with terminating all or parts of this Agreement based upon the Owner's breach of the contract. In the event of termination due to Owner breach, the Engineer is entitled to invoice Owner and to receive full payment for all services performed or furnished in accordance with this Agreement and all justified reimbursable expenses incurred by the Consultant through the effective date of termination action. Owner agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. 24. TRADE RESTRICTION CERTIFICATION Reference: 49 USC,¢ 50104, 49 CFR Parr 30 This provision applies to all AIP funded projects and applies to all contracts and subcontracts. By submission of an offer, the Offeror certifies that with respect to this solicitation and any resultant contract, the Offeror — I ) is not owned or controlled by one or more citizens of a foreign country included in the list of countries that discriminate against U.S. fines as published by the Office of the United States Trade Representative (USTR); 2) has not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national of a foreign country included on the list of countries that discriminate against U.S. firms as published by the USTR; and 3) has not entered into any subcontract for any product to be used on the Federal project that is produced in a foreign country included on the list of countries that discriminate against U.S. firms published by the USTR. Federal Aviation Administration Issued by FAA on June 19, 2018 Required Provisions Page 22 of 23 2221941.xm Lubbock On -Call Professional Services Agree enl Page 45 of46 DocuSign Envelope ID: B9F3AB60.CDA4-48C9-ADE6-EE633E19E934 This certification concerns a matter within the jurisdiction of an agency of the United States of America and the making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution under Tide 18 USC Section 1001. The Offeror/Contractor must provide immediate written notice to the Owner if the Offeror/Contractor teams that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The Contractor must require subcontractors provide immediate written notice to the Contractor if at any time it learns that its certification was erroneous by reason of changed circumstances. Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49 CFR 30.17, no contract shall be awarded to an Offeror or subcontractor: I ) who is owned or controlled by one or more citizens or nationals of a foreign country included on the list of countries that discriminate against U.S. firs published by the USTR or 2) whose subcontractors are owned or controlled by one or more citizens or nationals of a foreign country on such USTR list or 3) who incorporates in the public works project any product of a foreign country on such USTR list. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by this provision. The knowledge and information of a contractor is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. The Offeror agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification without modification in all lower tier subcontracts. The Contractor may rely on the certification of a prospective subcontractor that it is not a firm from a foreign country included on the list of countries that discriminate against U.S. firs as published by USTR, unless the Offeror has knowledge that the certification is erroneous. This certification is a material representation of fact upon which reliance was placed when making an award. If it is later determined that the Contractor or subcontractor knowingly rendered an erroneous certification, the Federal Aviation Administration (FAA) may direct through the Owner cancellation of the contract or subcontract Ibr default at no cost to the Owner or the FAA. 25. VETERAN'S PREFERENCE Reference: 49 USC,¢ 47111(c) In the employment of labor (excluding executive, administrative and supervisory positions), preference shall be given to covered veterans as defined within Title 49 United States Code Section 47112. Covered Veterans include Victnam•era veterans, Persian Gulf veterans, Afghanistan -Iraq war veterans, disabled veterans and small business concerns (as defined by 15 USC 632) owned and controlled by disabled veterans. This preference only applies when there are covered veterans readily available and qualified to perform the work to which employment relates. Federal Aviation Administration Issued by FAA on Jane 19, 2018 Required Provisions Page 23 of 23 2281847.rxx Lubbock On -Call Professional Services Agreement Page 46 046