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HomeMy WebLinkAboutResolution - 3500 - Contract - Phil Price Advertising - Marketing Services, Citibus - 12/06/1990Resolution # 3500 December 6, 1990 item #14 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock Be and is hereby authorized and directed to execute for and on behalf of the City of Lubbock an application for a contract with Phil Price Advertising, Inc., to perform Marketing Services for Citibus, which shall be spread upon the minutes of the Council and as spread upon the minutes of the Council shall constitute and be a part of the Resolution as if fully copied herein in detail. Passed by City Council this ATTEST: Run tte Boyd City Secretary APPROVED AS TO CONTENT: 6th day of _- December ,1990. C` B. C» McMinn Mayor a!A A6rtram A sis ant City Manager/Development Services APPROVED AS TO FORM: 23500 CONTRACT BETWEEN THE CITY OF LUBBOCK AND PHIL PRICE ADVERTISING, INC. This Contract is made, entered and executed between the City of Lubbock having offices located at 1625 13th Street, Lubbock, Texas 79401 (hereinafter called the City) and Phil Price Advertising, Inc. having offices at Number 14, Briercroft Office Park, Lubbock, Texas 79452 (hereinafter called the Contractor). WHEREAS, the City desires the Contractor to perform work and services related to the Citibus marketing campaign and the Contractor is willing to provide such work and services; NOW, THEREFORE, in consideration of the payments hereinafter agreed to be made, the mutual promises and covenants herein contained, and other good and valuable consideration, the parties hereto agree as follows: I. SCOPE OF WORK The Contractor, as an independent agent and not as an agent of the City, shall furnish personnel and facilities to perform the work and services as listed: A. Determine the best and most appropriate marketing strategy for Citibus, working in conjunction with Citibus staff for each fiscal year. B. Prepare and present a detailed written marketing plan for each fiscal year by September 15 prior to the beginning of the fiscal year to be approved by Citibus. C. Texas Tech University ridership campaign at the beginning of each semester to introduce the campus system to the students. D. Introduce route changes to the public. E. Build public sentiment that mass transportation is good for the City of Lubbock. F. Preparation of interior -bus and shelter signage for general information campaigns. G. Design a senior citizen brochure to introduce and educate senior citizens to the advantages of riding the bus. H. Design bookcovers for the "Adopt a School" program sponsored by Citibus. Marketing Contract Page 2 I. General ridership campaign for the beginning of the school year, to influence the public to ride the bus. J. Contract for the placement of all required and approved advertisements with appropriate media. K. Prepare and provide all production work necessary for such advertisements. L. Provide a detailed and itemized account of your services in writing to Citibus at the end of each month during the term of this agreement. M. All work shall be approved in writing by a member of Citibus staff as appointed by the Citibus General Manager and a copy of the signed approval provided to Citibus. II. CONTRACT PERIOD The initial Contract period shall commence services upon receipt of notice -to --proceed from the City and shall terminate on September 30, 1991, unless otherwise terminated or modified as hereinafter provided. The Contract will include an option to extend the Contract on a yearly basis until September 30, 1995, to be decided prior to the beginning of each fiscal year. The exercise of the option will be based on the availability of marketing funds for that fiscal year. The availability and amount of marketing funds will be decided during the City's budget process for each fiscal year. III. CONTRACT PRICE In consideration of the services performed, the City shall pay a fee not exceed $52,000 for fiscal year 1991. The Contract price for following years will be determined during the City's budget process prior to each fiscal year. All payments made will be made on the basis of reimbursement of actual costs incurred and the agency fee, not to exceed the limits as stated above. IV. TERMINATION A. The City may, by written notice to Contractor, terminate this Contract in whole or part at any time, either for the City's convenience or because of the failure of the Contractor to fulfill the Contract obligations. Upon receipt of such notice, the Marketing Contract Page 3 Contractor shall immediately discontinue all services affected (unless the notice directs otherwise). B. If the termination is for the convenience of the City, the City shall pay Contractor the allowable costs incurred prior to the termination and other costs reasonably incurred by the City to implement the termination. C. If the termination is due to the failure of the Contractor to fulfill his Contract obligations, the City may take over the work and prosecute the same to completion by Contract or otherwise. In such case, the Contractor shall be liable to City for any reasonable cost or damages occasioned to the City thereby. D. The rights and remedies of the parties provided in this section are in addition to any other rights and remedies provided by Yaw or under this Contract. V. INDEMNIFICATION Contractor agrees to defend, indemnify, and hold harmless the City, its agents, employees, and officers against any and all damages, claims, liabilities, costs, suits or expenses, arising out of any negligent acts, errors or omissions of Contractor, or its agents, or employees arising from or connected with Contractor's operations or services hereunder, including Worker's Compensation suits, liability, or expense arising from or connected with services rendered by any person pursuant to this Contract. Contractor's duty to indemnify, defend, and save harmless City shall survive the expiration or other termination of this Contract. VI. COMPLIANCE WITH LAW The Contractor shall comply with all Federal, Texas and local laws, codes, and ordinances applicable to any of the work involved in this Contract. VII. ASSIGNMENT AND DELEGATION Contractor shall not assign its rights or delegate its duties under this Contract, or both, either in whole or in part, without the prior written consent of the City, and any unapproved assignment or delegation shall be null and void. Any payments by the City to any delegate or assignee in any claim under this Contract, in consequence of any such consent, shall be subject to offset, recoupment, or other reduction for any claim which City may have against the Contractor. Marketing Contract Page 4 VIII.INDEPENDENT CONTRACTOR STATUS IX. This Contract is by and between the City and Contractor and is not intended, and shall not be construed, to create the relationship of agent, servant, employee, partnership, joint venture, or association, as between the City and Contractor. The employees and agents of one party shall no be, or be construed to be, the employees or agents of the other party for any purpose whatsoever. The Contractor shall be solely liable and responsible for providing to, or on behalf of, all persons performing work pursuant to the Contractor all compensation and benefits. The City shall have no liability or responsibility for the payment of any salaries, wages, unemployment benefits, disability benefits, Federal, State, or local taxes, or other compensation, benefits, or taxes for any personnel provided by or on behalf of the Contractor. The Contractor understands and agrees that all persons performing work pursuant to this Contract are, for purposes of Worker's Compensation liability, the sole employees of Contractor and not employees of the City. No performance of this Contract, or any portion thereof, except that specified in the Contractor's proposal, shall be subcontracted by the Contractor without the prior written consent of the City. Any attempt by the Contractor to subcontract any performance, obligation, or responsibility under this Contract, without the prior written consent of the City, shall be null and void and shall constitute a material breach of this Contract. X. LABOR PROVISIONS - NONCONSTRUCTION CONTRACTS A. 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 in any work week in which he or she is employed on such work to work in excess of eight hours in any calendar day or in excess of forty hours in such work week unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of eight hours in any calendar day or in excess of forty hours in such work week, whichever is greater. Marketing Contract Page 5 B. Violation; Liability for Unpaid Wages; Liquidated Damages. In the event of any violation of the clause set forth in subparagraph (b) (1) of 29 CFR Section 5.5, 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 subparagraph (b) (1) of 29 CFR Section 5.5 in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of eight hours or in excess of the standard work week of forty hours without payment of the overtime wages required by the clause set forth in subparagraph of (b) (1) of 29 CFR Section 5.5. C. Withholding for Unpaid Wages and Liquidated Damages. DOT or the recipient 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 monies 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 subparagraph (b) (2) of 29 CFR Section 5.5. D. Nonconstruction Grants. The Contractor or subcontractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three years from the completion of the Contract for all laborers and mechanics, including guards and watchmen, working on the Contract. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid. Further, the recipient shall require the Contracting officer to insert in any such Contract a clause providing that the records to be maintained under this paragraph shall be made available Marketing Contract Page 6 by the Contractor or subcontractor for inspection, copying, or transcription by authorized representatives of DOT and the Department of Labor, and the Contractor or subcontractor will permit such representatives to interview employees during working hours on the job. E. Subcontracts. The Contractor or subcontractor shall insert in any subContracts the clauses set forth in subparagraph 1. through 5. of this paragraph and also a clause requiring the subContractors 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 subparagraphs 1.. through 5. of this paragraph. XI. EQUAL EMPLOYMENT OPPORTUNITY In connection with the execution of this Contract, the Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, or national origin, The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, age, or nation 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. Contractor further agrees to insert a similar provision in all subContracts, except subcontracts for standard commercial supplies or raw materials. XII. EQUAL EMPLOYMENT OPPORTUNITY NONDISCRIMINATION "Nondiscrimination" During the performance of this Contract, the Contractor agrees as follows: A. The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, or national origin, The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, Marketing Contract Page 7 religion, sex, age, 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 of training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. B. 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 consideration for employment without regard to race, color, religion, sex, age, or national origin. C. 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 advising the said labor union or worker's representative of the Contractor's commitments under this section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. D. The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, as amended by Executive Order 11375, and with the rules, regulation, and relevant orders of the Secretary of Labor. E. The Contractor will furnish all information and reports required by Executive Order 11246 if September 24, 1965, and by rules, regulation, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the Urban Mass Transportation Administration and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. F. In the event of the Contractor's noncompliance with the nondiscrimination clauses or this agreement or with any of the said rules, regulation or orders, this agreement may be cancelled, terminated, or suspended in whole or in part. The Contractor may be declared ineligible for further Government Contracts of Federally assisted construction Contracts in accordance with procedures Marketing Contract Page 8 authorized in Executive Order 11246 of September 24, 1965, as amended, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 if September 24, 1965, or by rule, regulation, or order of the Secretary of Labor or as otherwise provided by law. G. The Contractor will include a citation to 42 CFR 60-1 (b) and (c) and the provisions of paragraphs (a) through (g) herein, 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 11246 of September 24, 1965, as amended by Executive Order 11375. Such provision shall be binding upon each subContractor or vendor. The Contractor will take such action with respect to any subContractor or purchase order as the Urban Mass Transportation Administration 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 Urban Mass Transportation Administration 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 litigation to protect the United States. XIII.DISADVANTAGE BUSINESS ENTERPRISE A. Policy. It is the policy of the Department of Transportation that disadvantaged business enterprises as defined in 49 CFR Part 23 shall have the maximum opportunity to participate in the performance of Contracts financed in whole or part with Federal funds this agreement. Consequently the DBE requirements of 49 CFR Part 23 apply to this agreement. B. DBE Obligation. The recipient or its Contractor agrees to ensure that disadvantaged business enterprises as defined in 49 CFR Part 23 have the maximum opportunity to participate in the performance of Contracts and subContracts financed in whole or in part with Federal funds provided under this agreement. In this regard all recipients or Contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 23 to ensure that disadvantaged business enterprises have the maximum opportunity to compete for and perform Contracts. Recipients and their Contractors shall not Marketing Contract Page 9 discriminate on the basis of national origin, age, or sex performance of DOT -assisted XIV. TITLE VI CIVIL RIGHTS ACT OF 1964 Title VI Compliance race, creed, color, in the award and Contracts." 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 shall comply with the Regulations relative to nondiscrimination in federally -assisted programs of the Department of Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this Contract. B. Nondiscrimination: The Contractor, with regard to the work performed by it during the Contract, shall not discriminate on the grounds of race, religion, color, sex, age, or national origin in the selection and retention of subContractors, including procurement of materials and leases of equipment. The Contractor shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the regulation, including employment practices when the Contract covers a program set forth in Appendix B of the Regulations. C. Solicitations for Subcontracts, Including Procurement 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 procurement of materials or leases of equipment, each potential subContractor or supplier shall be notified by the Contractor of the Contractor's obligations under this Contract and the Regulations relative to nondiscrimination on the grounds of race, religion, color, sex, age, or national origin. D. Information and Reports: The Contractor shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined Marketing Contract Page 10 by the Recipient or the Urban Mass Transportation Administration (UMTA) to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information is required or a Contractor is in the exclusive possession of another who fails or refuses to furnish this information, the Contractor shall so certify to the Recipient, or the Urban Mass Transportation, as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of the Contractor's noncompliance with the nondiscrimination provisions of this Contract, the Recipient shall impose such Contract sanctions as it or the Urban Mass Transportation Administration may determine to be appropriate, including, but not limited to: 1. Withholding of payments to the Contractor under the Contract until the Contractor complies, and/or, 2. Cancellation, termination or suspension of the Contract, in whole or in part. F. Incorporation of Provisions: The Contractor shall include the provisions of paragraph (1) through (6) of this section in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. The Contractor shall take such action with respect to any subcontract or procurement as the Recipient or the Urban Mass Transportation Administration 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 supplier as a result of such direction, the Contractor may request the Recipient to enter into such litigation to protect the interest of the Recipient, and, in addition, the Contractor may request the services of the Attorney General in such litigation to protect the interest of the Untied States. XV. INTEREST OF MEMBERS OF OR DELEGATES TO CONGRESS In accordance with 18 U.S.C. section 431, no member of, or delegates to, the Congress of the United States shall be admitted to a share or part of this Contract or to any benefit arising therefrom. I Z3 S 0 0 Lower Tier Participant Debarment Certification (Negotiated Contracts) Phil Price , being duly sworn (insert name of certifying official) or under penalty of perjury under the laws of the United States, certifies that neither Phil Price Advertisin Inc., --nor its (insert name or lower tier participant) principals are presently: • debarred, suspended, proposed'for debarment, • declared ineligible, • or voluntarily excluded from participation in this transaction by any Federal department or agency Where the above identified lower tier participant is unable to certify to any of the above statements in this certification, such prospective participant shall indicate below to whom the exception applies, the initiating agency, and dates of action. Exceptions will not necessarily result in denial of award, but will be considered in determining contractor responsibility. Providing false information may result in criminal prosecution or administrative sanctions. - EXCEPTIONS: Signature ofCerufysng Official Title November 26, 1990 Date of Certification See Reverse for Information Form 1734 Rev.4-B9 f X� CITY OF LUBBOCK By: B. C. McMinn Mayor Date: 1,7— — � —'Veq Attest: Ranette Boyd City Secretary Approved as to Form: As Approved as to Content: Ji Ber ram Assn t City-Manager/Development Services PHIL PRICE ADVERTISING, INC. By: t -- 0 � 'A4 P""J'�4 Phil Price Advertising, Inc. Date: November 26, 1990 Attest: Resolution # 3500 December 6, 1990 Item #14 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock Be and is hereby authorized and directed to execute for and on behalf of the City of Lubbock an application for a contract with Phil Price Advertising, Inc., to perform Marketing Services for Citibus, which shall be spread upon the minutes of the Council and as spread upon the minutes of the Council shall constitute and be a part of the Resolution as if fully copied herein in detail. Passed by City Council this ATTEST: xanette Boyd City Secretary APPROVED AS TO CONTENT: 6th day of _ December 1990. C B. C. McM nn Mayor J' ertram A sis ant City Manager/Development Services APPROVED AS TO FORM: J-0 T�orth Fullingim As :stant City Attorney 23500 CONTRACT BETWEEN THE CITY OF LUBBOCK AND PHIL PRICE ADVERTISING, INC. This Contract is made, entered and executed between the City of Lubbock having offices located at 1625 13th Street, Lubbock, Texas 79401 (hereinafter called the City) and Phil Price Advertising, Inc. having offices at Number 14, Briercroft Office Park, Lubbock, Texas 79452 (hereinafter called the Contractor). WHEREAS, the City desires the Contractor to perform work and services related to the Citibus marketing campaign and the Contractor is willing to provide such work and services; NOW, THEREFORE, in consideration of the payments hereinafter agreed to be made, the mutual promises and covenants herein contained, and other good and valuable consideration, the parties hereto agree as follows: I. SCOPE OF WORK The Contractor, as an independent agent and not as an agent of the City, shall furnish personnel and facilities to perform the work and services as listed: A. Determine the best and most appropriate marketing strategy for Citibus, working in conjunction with Citibus staff for each fiscal year. B. Prepare and present a detailed written marketing plan for each fiscal year by September 15 prior to the beginning of the fiscal year to be approved by Citibus. C. Texas Tech University ridership campaign at the beginning of each semester to introduce the campus system to the students. D. Introduce route changes to the public. E. Build public sentiment that mass transportation is good for the City of Lubbock. F. Preparation of interior -bus and shelter signage for general information campaigns. G. Design a senior citizen brochure to introduce and educate senior citizens to the advantages of riding the bus. H. Design bookcovers for the "Adopt a School" program sponsored by Citibus. Marketing Contract Page 2 I. General ridership campaign for the beginning of the school year, to influence the public to ride the bus. J. Contract for the placement of all required and approved advertisements with appropriate media. K. Prepare and provide all production work necessary for such advertisements. L. Provide a detailed and itemized account of your services in writing to Citibus at the end of each month during the term of this agreement. M. All work shall be approved in writing by a member of Citibus staff as appointed by the Citibus General Manager and a copy of the signed approval provided to Citibus. II. CONTRACT PERIOD The initial Contract period shall commence services upon receipt of notice -to -proceed from the City and shall terminate on September 30, 1991, unless otherwise terminated or modified as hereinafter provided. The Contract will include an option to extend the Contract on a yearly basis until September 30, 1995, to be decided prior to the beginning of each fiscal year. The exercise of the option will be based on the availability of marketing funds for that fiscal year. The availability and amount of marketing funds will be decided during the City's budget process for each fiscal year. III. CONTRACT PRICE In consideration of the services performed, the City shall pay a fee not exceed $52,000 for fiscal year 1991. The Contract price for following years will be determined during the City's budget process prior to each fiscal year. All payments made will be made on the basis of reimbursement of actual costs incurred and the agency fee, not to exceed the limits as stated above. IV. TERMINATION A. The City may, by written notice to Contractor, terminate this Contract in whole or part at any time, either for the City's convenience or because of the failure of the Contractor to fulfill the Contract obligations. Upon receipt of such notice, the Marketing Contract Page 3 Contractor shall immediately discontinue all services affected (unless the notice directs otherwise). B. If the termination is for the convenience of the City, the City shall pay Contractor the allowable costs incurred prior to the termination and other costs reasonably incurred by the City to implement the termination. C. If the termination is due to the failure of the Contractor to fulfill his Contract obligations, the City may take over the work and prosecute the same to completion by Contract or otherwise. In such case, the Contractor shall be liable to City for any reasonable cost or damages occasioned to the City thereby. D. The rights and remedies of the parties provided in this section are in addition to any other rights and remedies provided by law or under this Contract. V. INDEMNIFICATION Contractor agrees to defend, indemnify, and hold harmless the City, its agents, employees, and officers against any and all damages, claims, liabilities, costs, suits or expenses, arising out of any negligent acts, errors or omissions of Contractor, or its agents, or employees arising from or connected with Contractor's operations or services hereunder, including Worker's Compensation suits, liability, or expense arising from or connected with services rendered by any person pursuant to this Contract. Contractor's duty to indemnify, defend, and save harmless City shall survive the expiration or other termination of this Contract. VI. COMPLIANCE WITH LAW The Contractor shall comply with all Federal, Texas and local laws, codes, and ordinances applicable to any of the work involved in this Contract. VII. ASSIGNMENT AND DELEGATION Contractor shall not assign its rights or delegate its duties under this Contract, or both, either in whole or in part, without the prior written consent of the City, and any unapproved assignment or delegation shall be null and void. Any payments by the City to any delegate or assignee in any claim under this Contract, in consequence of any such consent, shall be subject to offset, recoupment, or other reduction for any claim which City may have against the Contractor. Marketing Contract Page 4 VIII.INDEPENDENT CONTRACTOR STATUS This Contract is by and between the City and Contractor and is not intended, and shall not be construed, to create the relationship of agent, servant, employee, partnership, point venture, or association, as between the City and Contractor. The employees and agents of one party shall no be, or be construed to be, the employees or agents of the other party for any purpose whatsoever. The Contractor shall be solely liable and responsible for providing to, or on behalf of, all persons performing work pursuant to the Contractor all compensation and benefits. The City shall have no liability or responsibility for the payment of any salaries, wages, unemployment benefits, disability benefits, Federal, State, or local taxes, or other compensation, benefits, or taxes for any personnel provided by or on behalf of the Contractor. The Contractor understands and agrees that all persons performing work pursuant to this Contract are, for purposes of Worker's Compensation liability, the sole employees of Contractor and not employees of the City. IX. SUBCONTRACTING No performance of this Contract, or any portion thereof, except that specified in the Contractor's proposal, shall be subcontracted by the Contractor without the prior written consent of the City. Any attempt by the Contractor to subcontract any performance, obligation, or responsibility under this Contract, without the prior written consent of the City, shall be null and void and shall constitute a material breach of this Contract. X. LABOR PROVISIONS - NONCONSTRUCTION CONTRACTS A. 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 in any work week in which he or she is employed on such work to work in excess of eight hours in any calendar day or in excess of forty hours in such work week unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of eight hours in any calendar day or in excess of forty hours in such work week, whichever is greater. Marketing Contract Page 5 B. Violation; Liability for Unpaid Wages; Liquidated Damages. In the event of any violation of the clause set forth in subparagraph (b) (1) of 29 CFR Section 5.5, 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 subparagraph (b) (1) of 29 CFR Section 5.5 in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of eight hours or in excess of the standard work week of forty hours without payment of the overtime wages required by the clause set forth in subparagraph of (b) (1) of 29 CFR Section 5.5. C. Withholding for Unpaid Wages and Liquidated Damages. DOT or the recipient 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 monies 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 subparagraph (b) (2) of 29 CFR Section 5.5. D. Nonconstruction Grants. The Contractor or subcontractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three years from the completion of the Contract for all laborers and mechanics, including guards and watchmen, working on the Contract. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid. Further, the recipient shall require the Contracting officer to insert in any such Contract a clause providing that the records to be maintained under this paragraph shall be made available Marketing Contract Page 6 by the Contractor or subcontractor for inspection, copying, or transcription by authorized representatives of DOT and the Department of Labor, and the Contractor or subcontractor will permit such representatives to interview employees during working hours on the job. E. Subcontracts. The Contractor or subcontractor shall insert in any subContracts the clauses set forth in subparagraph 1. through 5. of this paragraph and also a clause requiring the subContractors 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 subparagraphs 1. through 5. of this paragraph. XI. EQUAL EMPLOYMENT OPPORTUNITY In connection with the execution of this Contract, the Contractor shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, age, or national origin, The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, age, or nation 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. Contractor further agrees to insert a similar provision in all subcontracts, except subContracts for standard commercial supplies or raw materials. XII. _EQUAL EMPLOYMENT OPPORTUNITY/NONDISCRIMINATION "Nondiscrimination" During the performance of this Contract, the Contractor agrees as follows: A'. The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, or national origin, The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, Marketing Contract Page 7 religion, sex, age, 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 of training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provision of this nondiscrimination clause. B. 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 consideration for employment without regard to race, color, religion, sex, age, or national origin. C. 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 advising the said labor union or worker's representative of the Contractor's commitments under this section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. D. The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, as amended by Executive Order 11375, and with the rules, regulation, and relevant orders of the Secretary of Labor. E. The Contractor will furnish all information and reports required by Executive Order 11246 if September 24, 1965, and by rules, regulation, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the Urban Mass Transportation Administration and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. F. In the event of the Contractor's noncompliance with the nondiscrimination clauses or this agreement or with any of the said rules, regulation or orders, this agreement may be cancelled, terminated, or suspended in whole or in part. The Contractor may be declared ineligible for further Government Contracts of Federally assisted construction Contracts in accordance with procedures Marketing Contract Page 8 authorized in Executive Order 11246 of September 24, 1965, as amended, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 if September 24, 1965, or by rule, regulation, or order of the Secretary of Labor or as otherwise provided by law. G. The Contractor will include a citation to 42 CFR 60-1 (b) and (c) and the provisions of paragraphs (a) through (g) herein, 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 11246 of September 24, 1965, as amended by Executive Order 11375. Such provision shall be binding upon each subContractor or vendor. The Contractor will take such action with respect to any subcontractor or purchase order as the Urban Mass Transportation Administration 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 Urban Mass Transportation Administration 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 litigation to protect the United States. XIII.DISADVANTAGE BUSINESS ENTERPRISE A. Policy. It is the policy of the Department of Transportation that disadvantaged business enterprises as defined in 49 CFR Part 23 shall have the maximum opportunity to participate in the performance of Contracts financed in whole or part with Federal funds this agreement. Consequently the DBE requirements of 49 CFR Part 23 apply to this agreement. B. DBE Obligation. The recipient or its Contractor agrees to ensure that disadvantaged business enterprises as defined in 49 CFR Part 23 have the maximum opportunity to participate in the performance of Contracts and subContracts financed in whole or in part with Federal funds provided under this agreement. In this regard all recipients or Contractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 23 to ensure that disadvantaged business enterprises have the maximum opportunity to compete for and perform Contracts. Recipients and their Contractors shall not Marketing Contract Page 9 discriminate on the basis of race, creed, color, national origin, age, or sex in the award and performance of DOT -assisted Contracts.,, XIV. TITLE VI CIVIL RIGHTS ACT OF 1964 Title VI Compliance 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 shall comply with the Regulations relative to nondiscrimination in federally -assisted programs of the Department of Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this Contract. B. Nondiscrimination: The Contractor, with regard to the work performed by it during the Contract, shall not discriminate on the grounds of race, religion, color, sex, age, or national origin in the selection and retention of subContractors, including procurement of materials and leases of equipment. The Contractor shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the regulation, including employment practices when the Contract covers a program set forth in Appendix B of the Regulations. C. Solicitations for Subcontracts, Including Procurement 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 procurement of materials or leases of equipment, each potential subContractor or supplier shall be notified by the Contractor of the Contractor's obligations under this Contract and the Regulations relative to nondiscrimination on the grounds of race, religion, color, sex, age, or national origin. D. Information and Reports: The Contractor shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined Marketing Contract Page 10 by the Recipient or the Urban Mass Transportation Administration (UMTA) to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information is required or a Contractor is in the exclusive possession of another who fails or refuses to furnish this information, the Contractor shall so certify to the Recipient, or the Urban Mass Transportation, as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of the Contractor's noncompliance with the nondiscrimination provisions of this Contract, the Recipient shall impose such Contract sanctions as it or the Urban Mass Transportation Administration may determine to be appropriate, including, but not limited to: 1. Withholding of payments to the Contractor under the Contract until the Contractor complies, and/or, 2. Cancellation, termination or suspension of the Contract, in whole or in part. F. Incorporation of Provisions: The Contractor shall include the provisions of paragraph (1) through (6) of this section in every subContract, including procurement of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. The Contractor shall take such action with respect to any subcontract or procurement as the Recipient or the Urban Mass Transportation Administration 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 supplier as a result of such direction, the Contractor may request the Recipient to enter into such litigation to protect the interest of the Recipient, and, in addition, the Contractor may request the services of the Attorney General in such litigation to protect the interest of the Untied States. XV. INTEREST OF MEMBERS OF OR DELEGATES TO CONGRESS In accordance with 18 U.S.C. section 431, no member of, or delegates to, the Congress of the United States shall be admitted to a share or part of this Contract or to any benefit arising therefrom. lz3so0 Lover Tier Participant Debarment Certification (Negotiated Contracts) Phil Price ,being duly sworn (insert name of certifying official) or under penalty of perjury under the laws of the United States, certifies that neither Phil Price Advertising, Inc nor its (insert name of lower tier participant) principals are presently: 9 debarred, suspended, proposed for debarment, • declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency Where the above identified lower tier participant is unable to certify to any of the above statements in this certification, such prospective participant shall indicate below to whom the exception applies, the initiating agency, and dates of action. Exceptions will not necessarily result in denial of award, but will be considered in determining contractor responsibility. Providing false information may result in criminal prosecution or administrative sanctions. EXCEPTIONS: Official Title November 26, 1990 Date of Certification See Reverse for Information Form I734 Rev. 4-89 CITY OF LUBBOCK By: C B. C. McMinn Mayor Date:_�� Attest: t� Ranette oyd City Secretary Approved as to Form: As Approved as to Content: Ji Ber ram Assi t City Manager/Development Services PHIL PRICE ADVERTISING, INC. By: Phil Price Advertising, Inc. Date: November 26, 1990 Attest: