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HomeMy WebLinkAboutAecom Technical Services-2/3/2014CITY OF WATERLOO Council Communication City Council Meeting: February 3, 2014 Prepared: January 15, 2014 Dept. Head Signature: Steve Wareham # of Attachments: SUBJECT: Approval of AECOM as Designated Airport Consultant Submitted by: Steve Wareham, Interim Airport Director Recommended City Council Action: Approval of AECOM as Designated Airport Consultant. Summary Statement On December 2, 2013 Council authorized Waterloo Regional Airport to advertise for proposals for a 5 -year Consultant Agreement. The FAA requires Part 139 Certified Airports to go through a review and selection process every five years, and the original agreement with AECOM was initiated in December of 2008. Expenditure Required: Dependent upon AIP Grants Received Source of Funds: FAA/PFC Policy Issue Alternative Background Information: AECOM has been in business in the Cedar Valley for over 58 years. They are the incumbent firm at ALO and have done an excellent job. AECOM was the only company to submit a proposal and is undeniably qualified to do this work. They have successfully completed over 200 projects at ALO over the past 50 years. This recommendation has the full support of the Airport Advisory Board and ALO staff. CITY OF WATERLOO Council Communication City Council Meeting: April 21, 2014 Prepared: April 14, 2014 Dept. Head Signature: Mike Wilson 4/0) # of Attachments: 1 SUBJECT: Approval of Professional Services agreement with AECOM Technical Services, Inc to perform engineering services as Airport Consultant for Waterloo Regional Airport. Submitted by: Mike Wilson, Airport Director Recommended City Council Action: Approval of Professional Services Agreement with AECOM Technical Services, Inc for Waterloo Regional Airport. Summary Statement Expenditure Required: N/A (a separate agreement will be drawn up for each AIP or IDOT project entered into during the period covered by this agreement) Source of Funds: N/A Policy Issue Alternative Background Information: Council previously approved the selection of AECOM as the designated Airport Consultant (February 3, 2014). This agreement covers the period 2014 - 2018. A:COM AECOM 319-232-6531 tel 501 Sycamore Street 319-232-0271 fax Suite 222 Waterloo, Iowa 50703 www.aecom.com CITY OF WATERLOO, IOWA WATERLOO REGIONAL AIRPORT PROFESSIONAL SERVICES AGREEMENT (2014-2018) This Agreement is made and entered by and between AECOM Technical Services, Inc., 501 Sycamore Street, Suite 222, Waterloo, Iowa, hereinafter referred to as "ATS" and City of Waterloo, Waterloo Regional Airport, 2970 Livingston Lane, Waterloo, Iowa, hereinafter referred to as "CLIENT." IN CONSIDERATION of the covenants hereinafter set forth, the parties hereto mutually agree as follows: I. SCOPE OF SERVICES ATS shall perform professional Services (the "Services") in connection with CLIENT's facilities in accordance with the Scope of Services set forth in Exhibit A attached hereto. II. ATS'S RESPONSIBILITIES ATS shall, subject to the terms and provisions of this Agreement: (a) Appoint one or more individuals who shall be authorized to act on behalf of ATS and with whom CLIENT may consult at all reasonable times, and whose instructions, requests, and decisions will be binding upon ATS as to all matters pertaining to this Agreement and the performance of the parties hereunder. (b) Use all reasonable efforts to complete the Services within the time period mutually agreed upon, except for reasons beyond its control. (c) Perform the Services in accordance with generally accepted professional engineering standards in existence at the time of performance of the Services. If during the two year period following the completion of Services, it is shown that there is an error in the Services solely as a result of ATS's failure to meet these standards, ATS shall re- perform such substandard Services as may be necessary to remedy such error at no cost to CLIENT. Since ATS has no control over local conditions, the cost of labor and materials, or over competitive bidding and market conditions, ATS does not guarantee the accuracy of any construction cost estimates as compared to contractor's bids or the actual cost to the CLIENT. ATS makes no other warranties either express or implied and the parties' rights, liabilities, responsibilities and remedies with respect to the quality of Services, including claims alleging negligence, breach of warranty and breach of contract, shall be exclusively those set forth herein. (d) ATS shall, if requested in writing by CLIENT, for the protection of CLIENT, require from all vendors and subcontractors from which ATS procures equipment, materials or services for the project, guarantees with respect to such equipment, materials and services. All such guarantees shall be made available to CLIENT to the full extent of the terms thereof. ATS's liability with respect to such equipment, and materials obtained from vendors or services from subcontractors, shall be limited to procuring guarantees from such vendors or subcontractors and rendering all reasonable assistance to CLIENT for the purpose of enforcing the same. COM Page 2 (e) ATS will be providing estimates of costs to the CLIENT covering an extended period of time. ATS does not have control over any such costs, including, but not limited to, costs of labor, material, equipment or services furnished by others or over competitive bidding, marketing or negotiating conditions, or construction contractors' methods of determining their prices. Accordingly, it is acknowledged and understood that any estimates, projections or opinions of probable project costs provided herein by ATS are estimates only, made on the basis of ATS's experience and represent ATS's reasonable judgment as a qualified professional. ATS does not guaranty that proposals, bids or actual project costs will not vary from the opinions of probable costs prepared by ATS, and the CLIENT waives any and all claims that it may have against ATS as a result of any such variance. III. CLIENT'S RESPONSIBILITIES CLIENT shall at such times as may be required for the successful and expeditious completion of the Services; (a) Provide all criteria and information as to CLIENT's requirements; obtain all necessary approvals and permits required from all governmental authorities having jurisdiction over the project; and designate a person with authority to act on CLIENTs behalf on all matters concerning the Services. (b) Furnish to ATS all existing studies, reports and other available data pertinent to the Services, and obtain additional reports, data and services as may be required for the project. ATS shall be entitled to rely upon all such information, data and the results of such other services in performing its Services hereunder. IV. INDEMNIFICATION ATS agrees to indemnify and hold harmless CLIENT from and against any and all suits, actions, damages, loss, liability or costs (including, without limitation, reasonable attorneys' fees directly related thereto) for bodily injury or death of any person or damage to third party property if and to the extent arising from the negligent errors or omissions or willful misconduct of ATS during the performance of the Services hereunder. V. INSURANCE Commencing with the performance of the Services, and continuing until the earlier of acceptance of the Services or termination of this Agreement, ATS shall maintain standard insurance policies as follows: (a) Workers' Compensation and/or all other Social Insurance in accordance with the statutory requirements of the state having jurisdiction over ATS's employees who are engaged in the Services, with Employer's Liability not less than One Hundred Thousand Dollars ($100,000) each accident; (b) Commercial General Bodily Injury and Property Damage Liability and Automobile liability insurance including (owned, non -owned, or hired), each in a combined single limit of One Million Dollars ($1,000,000) each occurrence for bodily injury and property damage liability. This policy includes Contractual Liability coverage. ATS agrees to name CLIENT as Additional Insured on this policy, but only to the extent of ATS's negligence under this Agreement and only to the extent of the insurance limits specified herein. A=COM Page 3 (c) Professional Liability Insurance with limits of $1,000,000 per claim and in the aggregate covering ATS against all sums which ATS may become legally obligated to pay on account of any professional liability arising out of the performance of this Agreement. ATS agrees to provide CLIENT with certificates of insurance evidencing the above described coverage prior to the start of Services hereunder and annually thereafter if required. ATS shall provide prompt notice to the CLIENT in the event of cancellation, material change, or non- renewal per standard ISO Acord Form wording and the policy provisions. VL COMPENSATION AND TERMS OF PAYMENT Compensation for the Services shall be in accordance with the following: A. Compensation for the Services may be on an hourly basis in accordance with the hourly fees and other direct expenses in effect at the time the services are performed. B. In some cases, compensation may be on some other agreed to basis such as a lump sum fee. The alternate method of compensation will be agreed to by both parties as part of the Project definition and estimate. C. Compensation for AIP-eligible projects may be as a lump sum fee or on an hourly basis using cost plus fixed fee method. A not -to -exceed amount shall be provided at time of execution. If a substantial change in scope occurs, an amendment may be processed to account for the additional effort. D. ATS may bill the Client monthly for services completed at the time of billing. CLIENT agrees to pay ATS the full amount of such invoice within thirty (30) days after receipt thereof. In the event CLIENT disputes any invoice item, CLIENT shall give ATS written notice of such disputed item within ten (10) days after receipt of invoice and shall pay to ATS the undisputed portion of the invoice according to the provisions hereof. CLIENT agrees to abide by any applicable statutory prompt pay provisions currently in effect. VII. TERMINATION CLIENT may, with or without cause, terminate the Services at any time upon fourteen (14) days written notice to ATS. The obligation to provide further Services under this Agreement may be terminated by either party upon fourteen (14) days' written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party, providing such defaulting party has not cured such failure, or, in the event of a non -monetary default, commenced reasonable actions to cure such failure. In either case, ATS will be paid for all expenses incurred and Services rendered to the date of the termination in accordance with compensation terms of Article VI. A.COM Page 4 VIII. OWNERSHIP OF DOCUMENTS (a) Sealed original drawings, specifications, final project speck calculations and other instruments of service which ATS prepares and delivers to CLIENT pursuant to this Agreement shall become the property of CLIENT when ATS has been compensated for Services rendered. CLIENT shall have the right to use such instruments of service solely for the purpose of the construction, operation and maintenance of the Facilities. Any other use or reuse of original or altered files shall be at CLIENT's sole risk without liability or legal exposure to ATS and CLIENT agrees to release, defend and hold ATS harmless from and against all claims or suits asserted against ATS in the event such documents are used for a purpose different than originally prepared even though such claims or suits may be based on allegations of negligence by ATS. Nothing contained in this paragraph shall be construed as limiting or depriving ATS of its rights to use its basic knowledge and skills to design or carry out other projects or work for itself or others, whether or not such other projects or work are similar to the work to be performed pursuant to this Agreement. (b) Any files delivered in electronic medium may not work on systems and software different than those with which they were originally produced and ATS makes no warranty as to the compatibility of these files with any other system or software. Because of the potential degradation of electronic medium over time, in the event of a conflict between the sealed original drawings and the electronic files, the sealed drawings will govern. IX. MEANS AND METHODS (a) ATS shall not have control or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety measures and programs including enforcement of Federal and State safety requirements, in connection with construction work performed by CLIENTs construction contractors. Nor shall ATS be responsible for the supervision of CLIENTs construction contractors, subcontractors or of any of their employees, agents and representatives of such contractors; or for inspecting machinery, construction equipment and tools used and employed by contractors and subcontractors on CLIENT's construction projects and shall not have the right to stop or reject work without the thorough evaluation and approval of the CLIENT. In no event shall ATS be liable for the acts or omissions of CLIENT's construction contractors, subcontractors or any persons or entities performing any of the construction work, or for the failure of any of them to carry out construction work under contracts with CLIENT. (b) In order that ATS may be fully protected against such third party claims, CLIENT agrees to obtain and maintain for the benefit of ATS the same indemnities and insurance benefits obtained for the protection of the CLIENT from any contractor or subcontractor working on the project and shall obtain from that contractor/subcontractor insurance certificates evidencing ATS as an additional named insured. X. INDEPENDENT CONTRACTOR ATS shall be an independent contractor with respect to the Services to be performed hereunder. Neither ATS nor its subcontractors, nor the employees of either, shall be deemed to be the servants, employees, or agents of CLIENT. A=COM XI. PRE-EXISTING CONDITIONS Page 5 Anything herein to the contrary notwithstanding, title to, ownership of, legal responsibility and liability for any and all pre-existing contamination shall at all times remain with CLIENT. "Pre- existing contamination" is any hazardous or toxic substance present at the site or sites concerned which was not brought onto such site or sites by ATS. CLIENT agrees to release, defend, indemnify and hold ATS harmless from and against any and all liability which may in any manner arise in any way directly or indirectly caused by such pre-existing contamination except if such liability arises from ATS's sole negligence or willful misconduct. CLIENT shall, at CLIENT's sole expense and risk, arrange for handling, storage, transportation, treatment and delivery for disposal of pre-existing contamination. CLIENT shall be solely responsible for obtaining a disposal site for such material. CLIENT shall look to the disposal facility and/or transporter for any responsibility or liability arising from improper disposal or transportation of such waste. ATS shall not have or exert any control over CLIENT in CLIENT's obligations or responsibilities as a generator in the storage, transportation, treatment or disposal of any pre-existing contamination. CLIENT shall complete and execute any governmentally required forms relating to regulated activities including, but not limited to generation, storage, handling, treatment, transportation, or disposal of pre-existing contamination. In the event that ATS executes or completes any governmentally required forms relating to regulated activities including but not limited to storage, generation, treatment, transportation, handling or disposal of hazardous or toxic materials, ATS shall be and be deemed to have acted as CLIENT's agent. For ATS's Services requiring drilling, boring, excavation or soils sampling, CLIENT shall approve selection of the contractors to perform such services, all site locations, and provide ATS with all necessary information regarding the presence of underground hazards, utilities, structures and conditions at the site. XII. LIMITATION OF LIABILITY CLIENT agrees that ATS's liability for the act, error or omission in its performance of services under this Agreement shall in no event exceed the amount of the total compensation received by ATS. It is intended by the parties to this Agreement that ATS's services in connection with the project anticipated herein shall not subject ATS's individual employees, officers, or directors to any personal legal exposure for the risks associated with this project. XIII. DISPUTE RESOLUTION If a dispute arises out of, or relates to, the breach of this Agreement and if the dispute cannot be settled through negotiation, then ATS and the CLIENT agree to submit the dispute to mediation. In the event ATS or the CLIENT desires to mediate any dispute, that party shall notify the other party in writing of the dispute desired to be mediated. If the parties are unable to resolve their differences within 10 days of the receipt of such notice, such dispute shall be submitted for mediation in accordance with the procedures and rules of the American Arbitration Association (or any successor organization) then in effect. The deadline for submitting the dispute to mediation can be changed if the parties mutually agree in writing to extend the time between receipt of notice and submission to mediation. The expenses of the mediator shall be shared 50 percent by ATS and 50 percent by the CLIENT. This requirement to seek mediation shall be a condition required before filing an action at law or in equity. However, prior to or during the negotiations or the mediation either party may initiate litigation that would otherwise be barred by a statute of limitations, and ATS may pursue any property liens or other rights it may have to obtain security for the payment of its invoices. A=COM XIV. MISCELLANEOUS Page 6 (a) This Agreement constitutes the entire agreement between the parties hereto and supersedes any oral or written representations, understandings, proposals, or communications heretofore entered into by or on account of the parties and may not be changed, moded, or amended except in writing signed by the parties hereto. In the event of any conflict between this contract document and any of the exhibits hereto, the terms and provisions of this contract document shall control. In the event of any conflict among the exhibits, the exhibit of the latest date shall control. (b) This Agreement shall be governed by the laws of the State of Iowa. (c) ATS may subcontract any portion of the Services to a subcontractor approved by CLIENT. In no case shall CLIENT's approval of any subcontract relieve ATS of any of its obligations under this Agreement. (d) In no event shall either party be liable to the other for indirect or consequential damages, including, but not limited to, Toss of use, Toss of profit or interruption of business, whether arising in contract, tort (including negligence), statute, or strict liability. (e) In the event CLIENT uses a purchase order form to administer this Agreement, the use of such form shall be for convenience purposes only, and any typed provision in conflict with the terms of this Agreement and all preprinted terms and conditions contained in or on such forms shall be deemed stricken and null and void. (f) This Agreement gives no rights or benefits to anyone other than CLIENT and ATS and does not create any third party beneficiaries to the Agreement. (g) This Agreement shall include those conditions in Exhibit B. (h) This Agreement shall include Exhibit C, Sample Individual Project Agreement. IN WITNESS WHEREOF, the parties hereto have executed this agreement on the day and year written below. APPROVE► FOR CLIENT 7/ By. Printed Name: Title: Ernest G. Clark Mayor Date: 6, goiLi APPROVED FOR AECOM By: L Printed Name: Douglas W. Schindel, P.E Title: Date: Associate Vice President April 9, 2014 EXHIBIT A A. Project Description This Agreement between the Client and ATS is the Professional Services Agreement to allow ATS to assist the Client with engineering and architectural services for future projects. Projects at the Waterloo Regional Airport may include the following: 1. Runway 12-30 Rehabilitation 2. Terminal Apron Rehabilitation 3. General Aviation Apron Rehabilitation 4. Rehabilitate Taxiways A and C 5. Assistance with Snow Removal Equipment Acquisition 6. Hangar Development 7. Develop FIS 8. Coordination of PFC Program 9. Additional On -Call Services, As Needed, Over the Next Five Years B. Scope of Services Services to be provided under this Agreement are as follows: 1. Services include, but are not limited to, engineering services for preliminary design, final design, bidding and construction phases including incidental special services for projects funded under the FAA Airport Improvement Program or other funding sources. 2. Professional technical services on an "on call" basis without a separate agreement for each request. 3. Services will be provided when requested by the Client and at the level of service the Client desires. 4. Proposed scope of services, estimate of the cost and estimate of start and completion dates would be provided by ATS for each project, if requested by the Client. C. Time of Completion ATS shall complete the Services for each project as defined in the applicable Individual Project Agreements. The parties anticipate that any Individual Project Agreements shall be issued between the time of the execution of this Professional Services Agreement and December 31, 2018. Exhibit B — Federal Provisions (Revised January 10, 2014) By entering into this Agreement, ATS, agrees to abide by the Federal Provisions included herein. All references made to "Contract" shall pertain to this Professional Services Agreement. All references made herein to "Contractor" shall pertain to ATS. All references made herein to "Subcontractor" shall pertain to any and all subconsultants under contract with ATS under the Professional Services Agreement. All references made herein to "Sponsor" shall pertain to the City of Waterloo. FEDERAL PROVISIONS REQUIRED FOR ALL AIE CONTRACTS 1 — ACCESS TO RECORDS AND REPORTS The Contractor must maintain an acceptable cost accounting system. The Contractor agrees to provide the Sponsor, the Federal Aviation Administration (FAA), and the Comptroller General of the United States or any of their duly authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to this 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 — BUY AMERICAN PREFERENCE This provision is omitted as none of the identified deliverables constitute a manufactured product. 3 — CML RIGHTS: GENERAL PROVISIONS The Contractor agrees that it will 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 handicap be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision binds the Contractor through the completion of the contract. This provision is in addition to that required of Title VI of the Civil Rights Act of 1964. 4 — CML RIGHTS: TITLE VI ASSURANCES Title VI Solicitation Notice: The Sponsor, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies the Contractor that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. Title VI Compliance with Nondiscrimination Requirements During the performance of this Contract, the Contractor, for itself, its assignees, and successors in interest, agrees as follows: 1. Compliance with Regulations: The Contractor 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. 2. Non-discrimination: The Contractor, with regard to the work performed by it during this 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. 3. 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 Contractor's obligations under this Contract and the Acts and the Regulations relative to Non-discrimination on the grounds of race, color, or national origin. 4. 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 FAA to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of a contractor/subcontractor is in the exclusive possession of another who fails or refuses to furnish the information, the Contractor will so certify to the Sponsor or the FAA, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a Contractor's noncompliance with the nondiscrimination provisions of this Contract, the Sponsor will impose such contract sanctions as it or the FAA may determine to be appropriate, including, but not limited to: a) Withholding payments to the Contractor under the Contract until the Contractor complies; and/or b) Cancelling, terminating, or suspending the Contract, in whole or in part. 6. Incorporation of Provisions: The 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 FAA may direct, as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the 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 of the United States. Title VI List of Pertinent Nondiscrimination Statutes and Authorities During the performance of this Contract, the Contractor, for itself, its assignees, and successors in interest, 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 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 CFR part 21 (Non-discrimination In Federally -Assisted Programs of The Department of 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 U.S.C. § 4601), (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 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 U.S.C. § 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); • 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 U.S.C. §§ 12131 – 12189) as implemented by Department of Transportation regulations at 49 CFR parts 37 and 38; • The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures discrimination 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, the Contractor must take reasonable steps to ensure that LEP persons have meaningful access to the Contractor's programs (70 FR 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended, which prohibits the Contractor from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). 5 — DISADVANTAGED BUSINESS ENTERPRISES Contract Assurance (§26.13) — The Contractor and its subcontractors shall not discriminate on the basis of race, color, national origin, or sex in the performance of their contracts. The Contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT 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 Sponsor deems appropriate. Prompt Payment (§26.29) — The Contractor agrees to pay each subcontractor under this Contract for satisfactory performance of its contract no later than thirty (30) calendar days from the receipt of each payment the Contractor receives from the Sponsor. The Contractor agrees further to return retainage payments (if any) to each subcontractor within thirty (30) calendar days after the subcontractor's 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 Sponsor. This clause applies to both DBE and non -DBE subcontractors. 6 — FEDERAL FAIR LABOR STANDARDS ACT (FEDERAL MINIMUM WAGE) This provision is incorporated by reference to 29 U.S.C. § 201, et seq. 7 — LOBBYING AND INFLUENCING FEDERAL EMPLOYEES The Contractor certifies that by executing the Contract, to the best of his or her knowledge and belief, that: 1. No Federal appropriated funds have been or will be paid, by or on behalf of the Contractor, 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 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. This certification is a material representation of fact upon which reliance was placed when this Contract was made or entered into. Submission of this certification is a prerequisite for making or entering into this Contract imposed by Title 31, U.S.C., Section 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 8 — OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970 This provision is incorporated by reference to 29 CFR Part 1910. 9 — RIGHTS TO INVENTIONS 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. 10 — TRADE RESTRICTION CLAUSE The Contractor or subcontractor, by submission of an offer and/or execution of a contract, certifies that it: a) 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. firms published by the Office of the United States Trade Representative (USTR); b) 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 on said list, or is owned or controlled directly or indirectly by one or more citizens or nationals of a foreign country on said list; c) has not procured any product nor subcontracted for the supply of any product for use on the project that is produced in a foreign country on said list. 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 a contractor or subcontractor who is unable to certify to the above. If the Contractor knowingly procures or subcontracts for the supply of any product or service of a foreign country on said list for use on the project, the FAA may direct through the Sponsor cancellation of the contract at no cost to the Government. Further, the Contractor agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification without modification in each contract and in all lower tier subcontracts. The Contractor may rely on the certification of a prospective subcontractor unless it has knowledge that the certification is erroneous. The Contractor shall provide immediate written notice to the Sponsor if the Contractor learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The subcontractor agrees to provide written notice to the Contractor if at any time it learns that its certification was erroneous by reason of changed circumstances. This certification is a material representation of fact upon which reliance was placed when making the award. If it is later determined that the Contractor or subcontractor knowingly rendered an erroneous certification, the FAA may direct through the Sponsor cancellation of the contract or subcontract for default at no cost to the Government. 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. 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 Title 18, U.S.C., Section 1001. FEDERAL PROVISIONS REQUIRED FOR ALL NE CONTRACTS EXCEEDING $10,000 11 — TERMINATION OF CONTRACT 1. The Sponsor may, by written notice, terminate this Contract in whole or in part at any time, either for the Sponsor's convenience or because of failure to fulfill the contract obligations. Upon receipt of such notice, services must be immediately discontinued (unless the notice directs otherwise) and all materials as may have been accumulated in performing this Contract, whether completed or in progress, shall be delivered to the Sponsor. 2. If the termination is for the convenience of the Sponsor, an equitable adjustment in the contract price will be made, but no amount will be allowed for anticipated profit on unperformed services. 3. If the termination is due to failure to fulfill the Contractor's obligations, the Sponsor may take over the work and prosecute the same to completion by contract or otherwise. In such case, the Contractor is to be liable to the Sponsor for any additional cost occasioned to the Sponsor thereby. 4. If, after notice of termination for failure to fulfill contract obligations, it is determined that the Contractor had not so failed, the termination will be deemed to have been effected for the convenience of the Sponsor. In such event, adjustment in the contract price will be made as provided in paragraph 2 of this clause. 5. The rights and remedies of the Sponsor provided in this clause are in addition to any other rights and remedies provided by law or under this Contract. FEDERAL PROVISIONS REQUIRED FOR ALL A/E CONTRACTS EXCEEDING $25,000 12 — CERTIFICATE REGARDING DEBARMENT AND SUSPENSION By submitting a Contract for execution by the Sponsor, the Contractor certifies that at the time the Contractor submits said Contract that neither it nor its principals are presently debarred or suspended by any Federal department or agency from participation in this transaction. Certification Regarding Debarment and Suspension (Contractor Regarding Lower Tier Participants) The Contractor, 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 presently debarred or otherwise disqualified from participation in this federally assisted project. The Contractor will accomplish this by: 1. Checking the System for Award Management at website: http://www.sam.gov. 2. Collecting a certification statement similar to the Certificate Regarding Debarment and Suspension, above. 3. Inserting a clause or condition in the covered transaction with the lower tier contract. If the FAA later determines that a lower tier participant failed to tell a higher tier that it was excluded or disqualified at the time it entered the covered transaction, the FAA may pursue any available remedy, including suspension and debarment. FEDERAL PROVISIONS REQUIRED FOR ALL A/E CONTRACTS EXCEEDING $100,000 13 — BREACH OF CONTRACT TERMS 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. 14 — CLEAN AIR AND WATER POLLUTION CONTROL Contractors and subcontractors agree: 1. 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; 2. To comply with all the requirements of Section 114 of the Clean Air Act, as amended, 42 U.S.C. 1857 et 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; 3. 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; 4. To include or cause to be included in any construction contract or subcontract which exceeds $100,000 the aforementioned criteria and requirements. 15 — CONTRACT WORKHOURS AND SAFETY STANDARDS ACT REQUIREMENTS 1. 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 compensation at a rate not Tess 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 (1) 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 1 above, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph 1 above. 3. Withholding for Unpaid Wages and Liquidated Damages. The FAA or the Sponsor shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any monies payable on account of work performed by the Contractor or subcontractor under any such contract or any other Federal contract with the same Contractor, or any other Federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same Contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph 2 above. 4. Subcontractors. The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs 1 through 4 and also a clause requiring the subcontractor to include these clauses in any lower tier subcontracts. The Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs 1 through 4 of this section. EXHIBIT C (Sample Individual Project Agreement) Project Name: WATERLOO REGIONAL AIRPORT WATERLOO, IOWA FAA NO. m0000cx Project Description - See Attachment Scope of Services - See Attachment - Compensation A. Compensation for Services for the Construction Phase shall be a cost plus fixed fee not -to - exceed ($xx,xx.xx). See Attachment _. General Conditions Except as specifically amended by this Individual Project Agreement, Services shall be provided in accordance with the Consultant Services Agreement for the Waterloo Regional Airport, entered between AECOM Technical Services, Inc. ("ATS"), and the City of Waterloo ("Client"), dated xxx, 20xx. APPROVED: APPROVED: CITY OF WATERLOO, IOWA AECOM TECHNICAL SERVICES, INC. By By Ernest G. Clark Douglas W. Schindel, P.E. Mayor Associate Vice President Date L:\work\ADMIN\AGREE\PROF\WatAir AIP 2014.doc Date xx, 20xx