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HomeMy WebLinkAboutPR 17402: CONTRACT WITH BROWN REYNOLDS WATFORD ARCHITECTS FOR TRANSIT ADMINISTRATIVE BUILDING CITY OF PORT ARTHUR TRANSIT DEPT. TO: FLOYD T. JOHNSON, CITY MANAGER AND CITY COUNCIL FROM: COLLEEN W. RUSSELL, TRANSIT DIRECTOR SUBJECT: P.R. NO. 17402 - CONTRACT WITH BROWN REYNOLDS WATFORD ARCHITECTS, INC. DATE: 11/12/2012 BACKGROUND: Transit is requesting that The City of Port Arthur enters into a contract with Brown Reynolds Watford, Inc. of College Station, Texas, for design the architectural services related to the new Transit Administrative Building. BUDGETARY/FISCAL EFFECT: Compensation from ARRA (American Reinvestment and Recovery Act) account 402 -1508- 561.82.00 for $114,800 (the architectural fee). The construction cost is estimated at $840,000 and these funds will come from ARRA and capital funds that are spilt 80% Federal and 20% City. STAFFING/EMPLOYEE EFFECT: Port Arthur Transit Department will be in compliance with TAS, ADA and OSHA requirements. 1 SUMMARY: Recommend that Proposed Resolution No. 17402 be approved so that the City Manager may be - authorized to enter into a contract for the design and the architectural services related to the new Transit Administration building. 11111-ft" ,... s _ Colleen W. Russell, Transit Di ector P.R. No. 17402 11/12/12 CWR RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A CONTRACT WITH BROWN REYNOLDS WATFORD ARCHITECTS, INC. OF COLLEGE STATION, TEXAS, TO PERFORM DESIGN AND RELATED PROFESSIONAL SERVICES FOR A NEW ADMINISTRATIVE BUILDING FOR THE PORT ARTHUR TRANSIT DEPARTMENT IN THE NOT TO EXCEED AMOUNT OF $114,800. THIS PROJECT SHALL BE FUNDED FROM GRANT TX96 -042 FUNDS THAT ARE FEDERAL TRANSIT ADMINISTRATION ALLOCATED FUNDS UNDER ACCOUNT 402 - 1508 -561 -82.00 AND GENERAL FUNDS IN 2013 GRANT WHEREAS, Resolution No. 12 -487 authorized the City Manager to enter into negotiations with Brown Reynolds Watford Architects, Inc. of College Station, Texas, to do design and related work for a new administrative building, as delineated in the specifications and scope of work; and WHEREAS, Brown Reynolds Watford Architects, Inc. has submitted a proposal attached hereto as Exhibit "A "; and WHEREAS, the Port Arthur Transit Department (PAT) is requesting the City Council authorize the City Manager to enter into a contract with Brown Reynolds Watford Architects, Inc., in an amount not to exceed $114,800 to do the design and related works for a new administrative building, in substantially the same form as attached hereto as Exhibit `B "; and WHEREAS, the list the federal clauses and criteria shall be incorporated into the contractual arrangements, which are attached as Exhibit "C "; and P.R. No. 17402 11/12/12 CWR WHEREAS, 80% of the funding will be 100% reimbursable as American Reinvestment Recovery Act (stimulus) funds will be used. Ten (10 %) percent of this project will include demolition, surveying and design. This project is part of the capital improvements plan that is over 17 years old and could only be accomplished with the stimulus (ARRA) funding availability; therefore, the funds will be lost, if not utilized. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR THAT: Section 1. That the facts and opinions of the preamble are true and correct. Section 2. That the City Manager is hereby authorized and directed to enter into a contract with Brown Reynolds Watford Architects, Inc. of College Station, Texas, to design and provide architectural plans and specifications for PAT's new administrative building to comply with TAS and OSHA regulations in an amount not to exceed $114,800, in substantially the same form as attached hereto as Exhibit `B ". READ ADOPTED AND APPROVED this day of November, A. D. 2012, at a Regular Meeting of the City Council of the City of Port Arthur, Texas, by the following vote: AYES: MAYOR: • COUNCIL MEMBERS: ; NOES: P.R. No. 17402 11/12/12 CWR Mayor ATTEST: City Secretary APPROVED AS TO FORM: 5 a ear Pide.g4 AN 0 City Attorney APPROVED FOR ADMINISTRATION: City Manager Director of Tinsit APPROVED AS TO AVAILABILITY OF FUNDS: Director of Finance (402- 1508 -54- 561.00 and 401 - 1509 - 54.561.00) r a_ Purchasing Manager EXHIBIT "A" (BRW Proposal) BRW BROWN REYNOLDS WATFORD - ARCHITECTS, INC. 2700 EARL RUDDER FREEWAY SOUTH SUITE 4000 COLLEGE STATION, TEXAS 77845 979-694 -1791 FAX 694 -8293 www. brwarch.com November 14, 2012 Colleen Russell, Transit Director Transit Department City of Port Arthur 444 4 Street Port Arthur, TX 77641 - 1089 PROFESSIONAL SERVICES PROPOSAL FOR ARCHITECTURAL /DESIGN SERVICES CITY OF PORT ARTHUR DEPARTMENT OF TRANSIT ADMINISTRATION BUILDING Brown Reynolds Watford Architects, Inc. is pleased to submit this professional services proposal for architectural and engineering services to the City of Port Arthur for the New Transit Administration Building. The project scope and budget, along with our proposed team, scope of services, project schedule and compensation are described below. PROJECT SCOPE AND BUDGET Architectural Design /Engineering services for the Department of Transit Administration Building located in Port Arthur, Texas. We understand the new Transit Administration Facility will be approximately 4,200 square feet with an estimated construction budget of approximately $840,000. PROJECT TEAM • City of Port Arthur John A. Comeaux, P.E. Assistant City Manager Colleen Russell Transit Director, Transit Department Tom Kestranek Transit Manager, Port Arthur Transit June Aiken Administrative Assistant, Port Arthur Transit • BRW Architects, Inc. Architect of Record Ray Holliday, AIA, ASLA, LI Director /Project Manager Justin Dreyer Project Coordinator • Hirsch & Associates Mechanical, Electrical, and Plumbing Engineer Marina Hirsch, P.E., LEED AP BD +C Principal • Gessner Engineering Structural Engineer Thomas Gessner, P.E. Principal 1 SCOPE OF SERVICES Basic Services The Architect shall be entitled to rely on the accuracy and completeness of documents furnished by the Owner. The Architect shall provide prompt written notice to the Owner if the Architect becomes of any errors, omissions or inconsistencies in such services or information. The Architect shall review laws, codes and regulations applicable to the Architect's services. The Architect shall respond in the design to requirements imposed by governmental authorities having jurisdiction over the work. The Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services, including allowances for periods of time required for the Owner's review, for the performance of the Owner's consultants, and for approval of submissions by authorities having jurisdiction over the work. Architectural • Description of basic services listed below under Scope of Services by Project Phase. • Hurricane resistant design 150 MPH winds / 3 sec gusts Landscape • Landscape design to meet Zoning Ordinance requirements as applicable and drought - tolerant / Native vegetation goals Civil • Drainage, grading and paving design • Grading spot elevations adequate for TAS compliance • On -site water and sewer utilities Structural • Foundation and structural framing • Screening walls, retaining walls, and exterior stairs (as applicable) • TDI Windstorm Certification Mechanical, Plumbing and Electrical • Mechanical systems, including temperature controls systems and written sequence of operations • Fire protection (sprinkler system) performance specification • Electrical power, lighting, and fire alarm systems • Coordination with utility companies for electrical power, telephone, fiber, cable TV, etc. service entrances. • Conduit and boxes for low voltage wiring • Lightning protection (performance spec) 2 Exclusions from Basic Services: The services shown below are not anticipated at this time; however, project requirements identified during design may require them to be added. Architectural • Demolition documents of buildings and other structures • Furniture and office equipment procurement • Fitness equipment procurement • Professional models and renderings produced out -of -house • Preparation or assistance of Solicitation ad Contract Documents and Procedures • LEED Certification • Full time on site construction observation • Environmental or hazardous materials conditions / issues • Preparation or assistance of additional bid package after the initial bid • Preparation or assistance of bid package Civil • Geotechnical Surveying • Surveying • Property Plat • Zoning modifications, including street abandonments, easements, S.U.P.s and P.D.s • Traffic analysis and traffic signals • Environmental or hazardous materials conditions / issues • Storm Water Pollutant Prevention Plan (SWPPP) • Detention Pond Mechanical, Plumbing and Electrical • Fire protection (sprinkler) system design (beyond performance specification) • Building utility bill estimates • Lightning protection • Technology Design and Documentation • A/V Design • Acoustical Design and Documentation • Security— Employee card control entrance, security cameras at patron / employees • Network cabling • Energy Efficient / Life Cycle • Generator Owner Responsibilities • The Owner shall not increase or decrease the overall budget, or the portion the budget allocated for construction or contingencies, without modifying the agreement of the Architect to a corresponding change in the project scope, quality, and / or professional service fees. • The Owner shall provide written comments within fourteen (14) calendar days pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architects' services. The Owner shall not modify a decision once given to the Architect without additional compensation to the Architect. 3 • Should the Owner fail to perform necessary responsibilities to advance the project or fail to make payments to the Architect, the Architect shall have the right to terminate this contract upon written notice to the Owner. • The Architect's services are copyrighted and for the sole benefit of Brazos County. No third party may use or benefit from the Architect's services or products for this project. In the event that the property is sold, the new owner shall have no recourse or benefit from the Architect's services rendered for this project. Owner Provided Services and System The Owner shall furnish services or building systems other than Basic Services, or authorize the Architect to furnish them as an Additional Service, when such services are required to complete the project. These services may include those listed below as applicable: • Topographic Survey • Boundary, Easements Descriptions Survey p Y • Geotechnical Survey • Laboratory materials testing / inspections (during construction) • Texas Accessibility Standards site inspection at completion of construction. Architect will submit the signed and sealed construction documents to a Registered Accessibility Specialist (RAS) for plan review. The plan review fee is a reimbursable expense. Architect will also have the RAS submit a fee proposal to the Owner for the site inspection. • Telecommunications and computer equipment and wiring, including voice, data, cable TV, fiber optic cabling, wire management systems, and terminations • Station radio, antenna and alerting systems • Audio / visual systems • Building security systems SCOPE OF SERVICES BY PROJECT PHASE: A. Schematic Design includes the following: 1. Kick Off Meeting. Review scope of work with project team. Identify contact information as well as chain of command for distributing information. 2. Programming. BRW, working with the City of Port Arthur Staff, will develop a program of spaces for the Transit Administration Building. BRW will compose a summary sheet listing the rooms, sizes, area, special requirements, required adjacencies, type of lighting, required data /telephone, interior finishes, proposed occupancy, and type of furniture. BRW will also include a detailed room by room program containing the information above as well as a schematic layout of the room with proposed furniture layout. BRW will provide 5 copies in a bound booklet. 3. Code research. Research the International Building Code requirements as well as plumbing, electrical, lighting, and mechanical, site, floodplain, TAS and TCEQ by identifying requirements and restrictions related to the new building. 4. Conceptual Design. BRW will provide two schemes for conceptual design of the Transit Administration Building. Upon review of the schemes, one of the schemes is selected for 4 modification and further development in Schematic Design. The Architect shall provide Schematic Design Documents based on the mutually agreed -upon space program, schedule, and budget for the Cost of the Work. The documents shall establish the preliminary design illustrating the scale and relationship of the components. Upon refinement of the preferred conceptual scheme BRW will provide, a colored floor plans and exterior elevations and computer modeling if needed. BRW will submit 5 copies of the 11 x 17 conceptual designs for the Owner's review and comment. 5. Schematic Design documents shall include a site plan, building plans, sections and elevations. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. During the design process, the Architect shall work with the Owner's consultants under separate contract to coordinate the scope of the project. The Schematic Design phase shall include three (3) working design meetings with the Owner. 6. Statement of Probable Cost. BRW will provide a statement of probable cost at the competition of Schematic Design, which will be a general estimate developed from several cost data bases including our own to determine the cost per square foot. BRW will submit 5 copies of the 8 11 estimate. 7. Analyze Office Furniture Feasibility. BRW will interview and analyze the need of different types and sizes of office space. The County will provide BRW growth projections for staff. BRW will provide an analysis and layout of individual offices, cubicle offices with new modular furniture, or a combination of both. 8. Presentations. If requested, BRW will make one (1) presentation to the City of Port Arthur City Council for their approval of the design. B. Design Development 1. Upon receiving a letter of notice to proceed, BRW will develop the Schematic Design to greater detail. The Architect shall provide Design Development Documents based on the approved Schematic Design Documents and probable cost of the Work. The Design Development Documents shall illustrate and describe the refinement of the design establishing the scope, relationships, forms, size and appearance of the project by means of plans, sections and elevations, typical construction details, and outline specifications. The Design Development Documents shall include in general the quality levels for major materials and project systems. 2. During the design process, the Architect shall work with the Owner and user group to coordinate the scope of the project. At the completion of Design Development, the Architect shall update the probable cost of the Work and the project schedule. The Architect shall advise the Owner of any changes from previous cost projections due to adjustments in the project scope, refinement of the probable cost of the work, or general market conditions. If at any time the Architect's estimate of the Cost of the Work exceeds the Owner's budget, the Architect shall make appropriate recommendations to the Owner to adjust the project's size, quality or budget, and the Owner shall cooperate with the Architect in making such adjustments of scope to budget. 5 3. BRW will provide preliminary mechanical, electrical, and plumbing engineering. Minimal structural engineering services will be needed to analysis the weight of mechanical equipment on the roof. Design and coordination with the Owner's IT department will be implemented at this phase. During this phase interior elevations will be developed and BRW will review finish materials, lighting, and furniture. BRW will review with the City, equipment and furniture that are owner supplied vs. items supplied by the contractor during construction. Door hardware will be outlined and reviewed. BRW will prepare an outline for materials and products used for specifications. 4. The Owner provided Civil Engineer will evaluate the site conditions along with parking requirements, drainage, landscaping and irrigation. 5. Meetings and Deliverables. The Design Development phase shall include two (2) working design meetings with the Owner. Design Development deliverables shall include 5 half size sets 30" x 42" format (15" x21 ") for the Owner's review and comment. C. Construction Documents 1. The Architect shall provide Construction Documents based on the approved Design Development Documents and updated probable cost of the Work. The Construction Documents shall set forth in detail the requirements for construction of the Project. The Construction Documents shall include Drawings and Specifications that establish in detail the quality levels of materials and project systems required for construction. 2. The Architect shall update the estimate of the Cost of the Work and project schedule at 50% and 95% completion of Construction Documents. It is recognized that neither the Architect nor the Owner has control over the cost of labor, materials or equipment, over the Contractor's methods of determining bid prices, over competitive bidding, or market conditions. Accordingly, the Architect cannot and does not warrant or represent that bids will not vary from the Owner's budget or the Architect's cost estimates. 3. During the development of the Construction Documents, the Architects shall prepare a Project Manual including (1) bidding and procurement information which describes the time, place and conditions of bidding; bidding or proposal forms; and (2) the Conditions of the contract for Construction (General, Supplementary and other Conditions). 4. Construction Documents phase deliverables shall include two full -size sets of documents at 50% completion and 95% completion for the Owner's review and comment. Final deliverables at 100% completion shall include five sets of full -size set of prints, three sets of specifications, one set of unbound specifications, and one electronic file of the Construction Documents in PDF format and Specifications in PDF format. 5. Final design and coordination of the civil, structural, mechanical, electrical, and plumbing will be completed. Mechanical engineering will include sizing of equipment, ducts, diffusers, dampers, and appropriate calculations. Plumbing engineer will include design of waste water system tied into the existing system, supply water, and gas system. Electrical engineer will provide lighting, speaker system, phone, cable, and data wiring. Civil 6 engineering work will be reviewed and coordinated and final details will be drawn and specified. 6. Upon receiving a letter of notice to proceed, BRW will update the project schedule. 7. BRW will submit the required number of site plans to the Owner for submittal to Developmental Services Department for their review. BRW will also submit the required number of sets of drawings to the Building Inspection Department for their review. 8. Coordination of all architectural drawings will be detailed and finalized. Specifications will be coordinated with drawings and completed. The Owner shall provide the solicitation documents for inclusion in the specifications. 'n D. Bidding 1. The Owner intends to utilize Competitive Sealed Proposal delivery method for the project. BRW will provide the drawings and specifications to the Owner for posting 2. The Architect shall prepare responses to questions from proposers and provide clarifications and interpretations of the Contract Documents in the form of Addenda. 3. The Architect shall consider requests for substitutions during the pricing period, as permitted by the Contract Documents, and shall prepare Addenda including approved substitutions. 4. The Architect shall lead and conduct a pre - proposal conference for prospective bidders. 5. BRW will assist the city during the bidding phase. E. Construction Administration 1. The Architect shall participate in a pre- construction conference. 2. The Architect shall not have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction as selected by the Contractor, or for the safety precautions and programs incident to the work of the Contractor, or for the failure of the Contractor to comply with laws, rules, regulations, ordinances, codes or orders applicable to the Contractor furnishing and performing the work. 3. The Architect shall review and approve or take other appropriate action upon Contractor's submittals such as shop drawings, product data, samples, and mock -ups for general conformance with information given and the design concept expressed in the Contract Documents. Review is not conducted for the purpose of determining the accuracy, completeness, or quantities, or for substantiating instructions for installation or performance of equipment or systems. 4. The Architect shall review and certify the amounts requested by the Contractor on the Application and Certification for Payment. The issuance of a Certification for Payment shall 7 not be a representation that the Architect has (1) made exhaustive or continuous on -site inspections to check the quality of the work, (2) reviewed construction means, methods, techniques, or sequences, (3) reviewed copies of requisitions received from Subcontractors and material suppliers, or (4) ascertain how or for what purpose the Contractor has used money previously paid on account of the contract sum. S. The Architect shall visit the site to become generally familiar with the progress and quality of the work completed (assuming work is ongoing). The Architect's representative shall attend pre- arranged progress meetings and prepare field reports describing the status of the work and any deviations observed from the Construction Documents. 6. Through the construction administration activities with monthly progress meetings, submittal approvals, RFI's, change orders, construction schedule approval, and project close- out, BRW will serve as the representative of the Owner during construction to observe the construction effort and the general conformance by the construction contractor with the construction drawings and specifications. 7. Architect shall perform final closeout procedures as defined in the Contract Documents, including preparation and verification of Punch Lists for the Contractor's use. 8. Construction Administration services beyond the following limits shall be an Additional Service: • Evaluation of Contractor's substitution requests after 30 days following the execution of the contract • Owner requested project scope changes resulting in changes to the Construction Documents • Evaluation of claims submitted by the Contractor in connection with the work • One (1) eleven (11) month warranty walk through after completion 9. Construction Administration services provided more than sixty (60) days after the date of the Substantial Completion originally established in the construction contract shall be Additional Services. The monthly lump -sum fee for extended Construction Administration (CA) services shall be the CA portion of the fee divided by the number of months for construction originally established in the construction contract. Travel Nineteen visits to the site by the Architect over the duration of the Project during construction. The 19 visits shall be split into 7 visits during design and 12 visits during construction and any additional site visits requested by the Owner shall be reimbursable expenses to the Architect. Scheduled Meetings BRW will participate in scheduled monthly construction meetings. 8 Compensation Payment for Basic Architectural Services is a fixed fee in the amount of $105,600.00. To be invoiced monthly based on the percentage of work completed. Basis of Architectural Design Fees: Architectural Fee for Basic Design Services Fee Breakdown by Phase: Schematic Design $17,640.00 20% Design Development Phase $13,230.00 15% Construction Documents $35,280.00 40% Phase Bidding or Negotiation Phase $ 4,410.00 05% Construction Phase $17,640.00 20% Total Basic Compensation $ 88,200.00 100% TDI Wind Storm Engineering & Certification Fee Breakdown: Design $ 4,600 Construction Administration $12,800 Total TDI Design /CA $17,400 Accelerated Design Schedule (Overtime) (Overtime) BRW Architectural $ 3,860.00 Civil Engineering $ 1,200.00 Structural Engineering $ 2,300.00 MEP Engineering $ 1,840.00 Total Accelerated Schedule $9,200.00 TOTAL FEE $114,800.00 Reimbursable expenses are in addition to the fee and shall be invoiced at the 1.10 times the amount billed to the Architect and include, but are not limited to, document reproduction, company expenses, courier and overnight deliveries, and TDLR Texas Accessibility Standards document review fee. The TDLR site inspection fee at the project completion is a direct expense to the Owner. 9 Additional Services Additional Services or modifications to the project scope or professional services shall be authorized in writing by the Owner and shall be computed at 1.1 times the amount billed the Architect for existing or new consultants or expenses. The Basic Services noted above exclude the following list of services. However, based upon our understanding of the needs of this project, we have identified those additional services necessary ( * *) in providing the construction documents. Other services may be provided as needed or requested as an additional service. 1. Platting / Zoning Revisions 2. Construction Testing /Inspections ** 3. Flood Plain Studies or Flood Plain Reclamation Studies 4. Off Site Underground Storm Drainage Engineering 5. Off Site Utility Engineering 6. Traffic Engineering 7. Technology Design and Documentation 8. A/V Design 9. Acoustical Design and Documentation 10. Detailed Cost Estimating and Quantity Takeoffs ** 11. Furnishing Procurement 12. Assistance with Solicitation of Additional or Multiple Construction Contracts Additional Services performed by BRW Architects shall be authorized in writing by the Owner and compensated at the hourly rates listed below. BRW Architects Hourly Rates Principal $190.00 per hour Project Manager $160.00 per hour Project Architect $140.00 per hour Architect $120.00 per hour Intern Architect I $90.00 per hour Intern Architect 11 $75.00 per hour Administrative Staff $60.00 per hour 10 Project Schedule We anticipate the following time periods for the project phases: Programming Completed Schematic Design 3 weeks Start 12/03/2012 Finish 12/24/2012 50% Review 100% Review Design Development 3 weeks Start 12/24/2012 Finish 01/14/2013 50% Review 100 Review Construction Documents 10 weeks Start 01/14/2013 Finish 03/25/2013 50% Review 95% Review 100% Final Deliverables Total Design 16 weeks Bidding 4 weeks Start 03/25/2013 Finish 04/22/2013 Building Construction 9 months Start April 2013 Finish January 2014 11 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: Any element of this Agreement later held to violate a law or regulation shall be deemed void, and all remaining provisions shall continue in force. However, the Owner and the Architect will, in good faith, attempt to replace an invalid or unenforceable provision with one that is valid and enforceable, and which comes as close as possible to expressing the intent of the original provision. The Texas Board of Architectural Examiners has jurisdiction over complaints regarding the professional practices of persons registered as architects in Texas: Texas Board of Architectural Examiners (TBAE) P.O. Box 12337 Austin, Texas 78711 512/ 305.9000 BRW looks forward to continue working with the City of Port Arthur. Let us know if you have questions regarding this proposal. If the terms and conditions are acceptable please sign below and we can get started. Sincerely, Accepted: g_ , 6 +` / 11/14/12 Ray Holliday, AIA, ASLA, LI Date City of Port Arthur Date Studio Director 12 I I EXHIBIT "B" (Contract for BRW) THE STATE OF TEXAS § COUNTY OF JEFFERSON § CONTRACT FOR PROFESSIONAL SERVICES FEDERAL /STATE FUNDS PART I — AGREEMENT THIS AGREEMENT, entered into as of this day of 2012, by and between the City of Port Arthur, Port Arthur, Texas (hereinafter called the "CITY ") acting herein by its City Manager, duly authorized by Resolution No. of the City Council of the City of Port Arthur and Brown Reynolds Watford Architects, Inc., (hereinafter called the "ARCHITECTS ") acting herein by Mark E. Watford, FAIA, Principal is hereunto duly authorized: WITNESSETH THAT: WHEREAS, the CITY desires to engage the ARCHITECTS to (1) render certain technical and professional services hereafter described in "Scope of Services" or (2) perform certain work hereafter described in "Scope of Services "; the Parties hereto do mutually agree as follows: 1. EMPLOYMENT OF ARCHITECTS The CITY hereby agrees to engage the ARCHITECTS and the ARCHITECTS hereby agrees to perform the "Scope of Services" hereinafter set forth. This contract shall be performed in Port Arthur, Jefferson County, Texas. 2. SCOPE OF SERVICES ARCHITECTURAL Services in connection with the new administrative building for transit customer service which will be approximately 4,200 square feet with an estimated construction budget of $ 840,000.00. Preparation of plans and specifications and construction phase services, including design, production documents, and resident project representation for the following described project(s), to wit: Architectural drawings, landscape layout, civil, structural, mechanical, electrical and plumbing engineering The services rendered by ARCHITECTS for the Project to be designed for construction are divided into three (3) distinct and sequential phases as follows: 1. Design Phase - Preliminary conferences, studies, layouts, and cost estimates. Architect shall make seven site visits during the Design Phase. Additional visits, requested by the Owner shall be additional services. 2. Contract Phase - Preparation of plans, specifications for bid and consultation on contract documents 3. Construction Phase Services — make periodical visits to inspect work, discussions with project manager on certified payroll, review all materials and payments; closeout projects and documents Certain elements of the ARCHITECTS work are covered under the Basic Services; others are performed as Additional Services. Those elements of the ARCHITECTURAL work which cannot be accurately predetermined or controlled entirely by the ARCHITECTS are performed as Additional Services. The beginning of each phase of Basic Services or each Additional Service must be authorized in writing by the CITY. These phases are expanded in the scope of work: (EXHIBIT "B ") A. DESIGN PHASE SERVICES 1. Attend relimina conferences with the Client and other interested parties regarding p ry P g g the facilities proposed. 2. Prepare preliminary information on the individual project contemplated in sufficient detail to indicate general problems involved and the alternative solutions available to the client and to include preliminary layouts for cost estimates, and the feasibility of the Project, if required 3. Use best efforts to assist the Client in obtaining easements and/or Access Agreements for required site locations. In the event an easement or access agreement that cannot be obtained beyond the ARCHITECTS' control, then the task shall be deemed complete. 4. Prepare detailed plans and contract drawings that are signed and sealed by a Texas Licensed Professional Architects for the Project. 5. Prepare detailed estimates of probable construction cost, based on past bid tab unit costs. The ARCHITECTS shall not be required to guarantee the accuracy of the pricing. 6. Furnish to the Client all necessary copies of plans, notices to bidders, and proposal forms. 7. Use best efforts to assist the Client to obtain necessary approvals from the appropriate city, county, state and federal agencies having jurisdiction over the Project. In the event the plans are not approved by any agency because they do not conform to the agency's criteria, the ARCHITECTS shall re- design the plans to conform to such criteria at no cost to the Client. If the ARCHITECTS and/or his Project Representative is unable to obtain approval of the plans due to recording of easements, subordinates, special- non - standard features requested by the Client, or other factors beyond the ARCHITECTS' control, then the plans shall be deemed complete and approved. 8. Provide "Final Drawings" in a PDF format for Architectural and Building Inspections (2 sets). B. CONTRACT PHASE SERVICES 1. Assist the Client in the advertisement of the project for bid. 2. Assist the Client in the opening and tabulation of bids for construction of the Project, and consult with the Client as to the proper action to be taken based on the Architectural considerations involved. 3. Review contractor's qualification statement and advise the Client of information gathered during the review. Provide letter of award and recommendation. 4. Assist in the execution of formal construction contract documents C. CONSTRUCTION PHASE SERVICES 1. Make contracted and /or Owner requested visits to the site to inspect work 2. Review material submittals 3. Be available to answer contractor's questions 4. Review contractor payment request and verify construction progress 5. Provide Geotechnical Review of construction work 6. Assist in closing out project and close out documents D. ADDITIONAL SERVICES • Services include contracted Project Management and coordination with other third parties. • Special investigations involving detailed consideration of operation, maintenance, and overhead expenses as required for certification of force account construction performed by the Client or Contractor. • Design services pertaining to special structures within the project. E. BASIS OF COMPENSATION 1. ARCHITECTURAL Services A. ARCHITECTS' Design Fee: Schematic Design $ 17,640.00 Design Development: $13,230.00 Construction Documents Phase $35,280 Bidding Specifications and Negotiation: $ 4, 410.00 Construction Phase $ 17, 640.00 Total Fees: $ 88,200.00 TDI Wind Storm & Certification Fee Breakdown Design $4,600 Construction Administration $12,800 Accelerated design Schedule- $ 9,200 $114,800 B. Service Billing Phasing: Schematic Design 20% Design Development: 15% Construction Documents 40% Phase Bidding Specifications and Negotiation: 5% Construction Phase 20% 100% C. Hourly Billing Rate: i Principal $190.00 Project Manager $160.00 Project Architect $ 140.00 ARCHITECTS $ 120.00 Intern Architect I $ 90.00 Intern Architect II $ 75.00 Administrative Staff $ 60.00 2. Additional Services Fees to be based and billed on a time and material basis in accordance with the above Schedule of Hourly Rates or a lump sum basis agreed upon at the time the work is authorized. 3. Reimbursable Expenses A separate charge that includes actual expenses incurred by ARCHITECTS or ARCHITECTS' independent professional associate or consultants directly or indirectly in connection with the Project, if requested by the client. F. Schedule of Payments Fees to be invoiced monthly for the percentage of work completed G. Schedule of Performance The Project design will be completed in the Project Schedule supplied after the "Notice to Proceed" is issued pending outside review. 4. OWNERSHIP OF DOCUMENTS All documents, including original drawings, estimates, specifications, field notes and data are property of CITY. ARCHITECTS may retain reproducible copies of drawings and other documents. All documents, including drawings and specifications prepared by ARCHITECTS are instruments of service in respect to the project. They are not intended or represented to be suitable for reuse by CITY or others on extensions of the Project or on any other project without written verification or adaption by ARCHITECTS for the specific purpose intended. Any such verification or adaption will entitle ARCHITECTS to further compensation at rates to be agreed upon by CITY and ARCHITECTS. 5. INSURANCE All insurance must be written by an insurer licensed to conduct business in the State of Texas, unless otherwise permitted by Owner. The ARCHITECTS shall, at his own expense, purchase, maintain and keep in force insurance that will protect against injury and /or damages which may arise out of or result from operations under this contract, whether the operations be by himself or by any subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable, of the following types and limits (no insurance policy or certificate of insurance required below shall contain any aggregate policy year limit unless a specific dollar amount (or specific formula for determining a specific dollar amount) aggregate policy year limit is expressly provided in the specification below which covers the particular insurance policy or certificate of insurance): 1. Standard Worker's Compensation Insurance (with Waiver of Subrogation in favor of the City of Port Arthur, its officers, agents and employees.) 2. Commercial General Liability occurrence type insurance. Products /completed operations coverage must be included, and the City of Port Arthur, its officers, agents and employees must be named as an additional Insured. a. Bodily injury $500,000 single limit per occurrence or $500,000 each person/$500,000 per occurrence. b. Property Damage $100,000 per occurrence. c. Minimum aggregate policy year limit $1,000,000. 3. Commercial Automobile Liability Insurance (including owned, non -owned and hired vehicles coverages). a. Minimum combined single limit of $500,000 per occurrence for bodily injury and property damage. b. If individual limits are provided minimum limits are $300,000 per person, $500,000 per occurrence for bodily injury and $100,000 per occurrence for property damage. 4. Contractual Liability Insurance covering the indemnity provision of this contract in the same amount and coverage as provided for Commercial General Liability Policy, specifically referring to this Contract by date, job number and location. 5. ARCHITECTS also agrees to maintain Professional Liability Insurance coverage of $250,000 minimum per occurrence /claim/policy year aggregate limits against ARCHITECTS for damages arising in the course of, or as a result of, work performed under this Contract. Coverage shall continue for a minimum of two (2) years after the ARCHITECTS assignment under this Contract is completed. Errors of Omission liability applies. 6. ARCHITECTS shall cause ARCHITECTS' insurance company or insurance agent to fill in all information required (including names of insurance agencies, ARCHITECTS and insurance companies, and policy numbers, effective dates and expiration dates) and to date and sign and do all other things necessary to complete and make into a valid certificate of insurance the CERTIFICATE OF INSURANCE Form attached to and made a part of this Contract, and pertaining to the above listed Items 1,2,3,4, and 5; and before commencing any of the work and within the time otherwise specified, ARCHITECTS shall file said completed Form with the CITY. None of the provisions in said Form shall be altered or modified in any respect except as herein expressly authorized. Said CERTIFICATE OF INSURANCE Form contains a provision that coverages afforded under the policies will not be altered, modified or cancelled unless at least fifteen -(15) days prior written notice has been given to the CITY. ARCHITECTS shall also file with the CITY valid CERTIFICATE(s) OF INSURANCE on like form from or for all Subcontractors and showing the Subcontractor(s) as the Insured. Said completed CERTIFICATE OF INSURANCE Formes) shall in any event be filed with CITY not more than ten (10) days after execution of this Contract. Deductible on policy for Professional Liability shall not exceed $ 5,000 unless specifically approved by the Owner. 6. PROFESSIONAL LIABILITY A. ARCHITECTS shall be responsible for the use and employment of reasonable skill and care befitting the profession in the designs, drawings, plans, specifications, data, reports and designation of materials and equipment provided by ARCHITECTS for the Project covered by this Contract. Approval by CITY shall not constitute nor be deemed a release or waiver of the responsibility and liability of ARCHITECTS for the accuracy and competency of such designs, drawings, plans, specifications, data, reports and designation of materials and equipment. Contractor will be responsible for the actual supervision of Construction operations and safety measures involving the work, his employees and the public, but the ARCHITECTS will advise the Contractor of any items requiring the attention and action of the Contractor. B. If services include periodic visits to the site to inspect work performed by another Contractor, ARCHITECTS are responsible for exercising reasonable care and skills befitting the profession to assure that the Contractor performs the work in accordance with Contract Documents and to safeguard the CITY against defects and deficiencies in the work; provided, however, ARCHITECTS does not guarantee or insure the work completed by the Contractor. During visits to the construction site, and on the basis of the ARCHITECTS' onsite observations as an experienced and qualified design professional, he will keep the CITY informed on the extent of the progress of the work, and advise the CITY of material and substantial defects and deficiencies in the work of material and substantial defects and deficiencies in the work of Contractors which are discovered by the ARCHITECTS or otherwise brought to the ARCHITECTS' attention in the course of construction, and may, on behalf of the CITY exercise whatever rights the CITY may have to disapproved work and materials as failing to conform to the Contract Documents. C. In connection with the services of Resident Project Representatives, ARCHITECTS will use the usual degree of care and prudent judgement in the selection of competent Project Representatives, and the ARCHITECTS will use best efforts to see that the Project Representatives are on the job to perform their required duties. In performing these duties and services (described in this sub - paragraph), ARCHITECTS is responsible for exercising reasonable care and skill befitting the profession the assure that the Contractor performs the work in accordance with Contract Documents and to safeguard the City against defects and deficiencies in the work; provided, however, ARCHITECTS does not guarantee or insure the work completed by the Contractor. D. In performing these services the ARCHITECTS will at all times endeavor to protect the CITY on the Project and work Sites and safeguard the CITY against defects and deficiencies in the work of the Contractor; provided, however, ARCHITECTS does not guarantee or insure the work completed by the Contractor, nor is ARCHITECTS responsible for the actual supervision of construction operations or for the safety measures that the Contractor takes or should take. E. ARCHITECTS shall not be responsible for any excess of construction costs over an amount estimated. 7. INDEMNIFICATION ARCHITECTS shall comply with the requirements of all applicable laws, rules, and regulations in connection with the services of ARCHITECTS and shall exonerate, indemnify and hold harmless the CITY, its officers, agents and all employees from any and all liability, loss or damage ariSing out of noncompliance with such laws, rules and regulations; without limitation, ARCHITECTS shall assume full responsibility for payments of Federal, State and Local taxes or contributions imposed or required under the Social Security, Workers Compensation, and Income Tax Laws with respect to ARCHITECTS' employees. Further, ARCHITECTS shall exonerate, indemnify and hold harmless the City, its officers, agents and all employees from any and all liability, loss, damages, expenses or claims arising out of negligence of ARCHITECTS, its officers, agents and employees in connection with any of the work performed or to be performed under this Contract by ARCHITECTS or as a result of ARCHITECTS failure to use and employ reasonable skill and care befitting the profession in accordance with paragraph 9 hereof. Further, ARCHITECTS shall exonerate, indemnify and hold harmless the City, its officers, agents, and all employees from any and all liability, loss, damages, expenses or claims for infringement of any copyright or patents arising out of the use of any plans, design, drawings, or specifications furnished by ARCHITECTS in the performance of this Contract. The foregoing indemnification provision shall apply to ARCHITECTS regardless of whether or not said liability, loss, damages, expenses, or claims is caused in part by a party indemnified hereunder. 8. ADDRESS OF NOTICE AND COMMUNICATIONS CITY: Floyd T. Johnson, City Manager ARCHITECT: Mark E.Watford, FAIA, CITY OF PORT ARTHUR Brown Reynolds Watford Architects, Inc., P.O. Box 1089 2700 Earl Rudder Freeway South Port Arthur, Texas 77641 College Station, Texas 77845 409 - 983 -8101 979 - 694 - 8293 All notices and communications under this Contract shall be mailed or delivered to CITY and ARCHITECTS at the above addresses. 9. CAPTIONS Each paragraph of this Contract has been supplied with a caption to serve only as a guide to the contents. The caption does not control the meaning of any Paragraph or in any way determine its interpretation or application. 10. SUCCESSORS AND ASSIGNMENTS The CITY and the ARCHITECTS each binds himself and his successors, executors, administrators, and assigns to the other party of this Contract and to the successors, executors, administrators and assigns of such other party, in respect to all covenants of this Contract. Except as above, neither the CITY nor the ARCHITECTS shall assign, sublet, or transfer his interest in this Contract without the written consent of the other. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of any public body which may be a party hereto. 11. TERMINATION OF CONTRACT FOR CAUSE If, through any cause, the ARCHITECTS shall fail to fulfill in timely and proper manner his obligations under this Contract, or if the ARCHITECTS shall violate any of the covenants, agreements, or stipulations of this Contract, the CITY shall thereupon have the right to terminate this Contract by giving written notice to the ARCHITECTS of such termination and specifying the effective date thereof, at least five (5) days before the effective date of such termination. In such event, all finished or unfinished documents, data, studies, survey, drawings, maps, models, photographs, and reports prepared by the ARCHITECTS under this Contract shall, at the option of the CITY, become CITY's property and the ARCHITECTS shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder. Notwithstanding the above, the ARCHITECTS shall not be relieved of liability to the CITY for damages sustained by the CITY by virtue of any breach of the Contract by the ARCHITECTS and the CITY may withhold any payment to the ARCHITECTS for the purpose of setoff until such time as the exact amount of damages due the CITY from the ARCHITECTS is determined. 12. TERMINATION FOR CONVENIENCE OF THE CITY The CITY may, at its convenience, terminate this Contract at any time by giving at least thirty (30) days notice in writing to the ARCHITECTS. If the Contract is terminated by the CITY as provided herein, the ARCHITECTS will be paid for the time provided and expenses incurred up to the termination date. If this Contract is terminated due to the fault of the ARCHITECTS; Paragraph 14 hereof relative to termination shall apply. 13. CHANGES The CITY may, from time to time, request changes in the Scope of Services of the ARCHITECTS to be performed hereunder. Such changes, including any increase or decrease in the amount of the ARCHITECTS' compensation, which are mutually agreed upon by and between the CITY and ARCHITECTS, shall be incorporated in written amendments to this Contract. 14. PERSONNEL A. The ARCHITECTS represents that he has, or will secure at this own expense, all personnel required in performing the services under this Contract. Such personnel shall not be employees of or have any contractual relationship with the CITY. B. All of the services required hereunder shall be performed by the ARCHITECTS or under his supervision and all personnel engaged in the work shall be fully qualified and, if applicable shall be authorized or permitted under State and local law to perform such services. C. None of work or services covered by this Contract shall be subcontracted without the prior written approval of the CITY. Any work or services subcontracted hereunder shall be specified by written Contract or agreement and shall be subject to each provision of this Contract. 15. REPORTS AND INFORMATION The ARCHITECTS at such times and in such forms as the CITY may require, shall furnish the CITY such periodic reports it may request pertaining to the work or services undertaken pursuant to this Contract, including the costs and obligations incurred or to be incurred in connection therewith and any other matters covered by this Contract. 16. CIVIL RIGHTS Under Chapter 106 Civil Practice and Remedies Code of the Revised Civil Statutes of Texas, no person shall, on the grounds of race, religion, color, sex or national origin, be excluded due to discrimination under any program or activity of the CITY. The ARCHITECTS will carry out its work under this Contract in a manner which will permit full compliance by the CITY with the Statute. 17. INTEREST OF ARCHITECTS AND EMPLOYEES The ARCHITECT covenants that he presently has no interest and shall not acquire any interest, direct or indirect, in the study area or any parcels therein or any other interests which would conflict in any manner or degree with the performance of his services hereunder. The ARCHITECTS further covenants that in the performance of this Contract, no person having any such interest shall be employed. 18. INCORPORATED OF PROVISIONS REQUIRED BY LAW Each provision and clause required by law to be included in the Contract shall be deemed to be inserted herein and the Contract shall be read and enforced as though each were inserted herein. If through mistake or otherwise any such provision is not inserted or is not correctly inserted, the Contract shall be amended to make such insertion on application by either party. EXECUTED in two (2) counterparts (each of which is an original) on behalf of ARCHITECTS by Mark E. Watford , FAIA (Principal) shown below, and on behalf of the CITY by its Mayor and City Manager thereto duly authorized this 27 day of , November 2012 ACCEPTED: PROPOSED AND AGREED TO: CITY: ARCHITECTS: CITY OF PORT ARTHUR, TEXAS City Manager DATE: DATE: ATTEST: ATTEST: City Secretary APPROVED AS TO FORM: City Attorney ACCEPTED: Floyd T. Johnson, City Manager DATE: INSURANCE AC' ° ® CERTIFICATE OF LIABILITY NSURA CE DATE (MM /DD/YYYY) klImess 1/20/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Patrick P McLaughlin McLaughlin Brunson Insurance Agency, LLP PHONE FAX 6600 LBJ Freeway, Suite 220 (A/C, No, Est): (214) 503 -1212 (A/C,No): E Dallas TX 75240 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA:TraV Prop Casualty Co of Am. 25674 INSURED INSURERB:Hudson Insurance Company 25054 Brown Reynolds & Watford Architects, Inc. INSURERC:Travelers Lloyds Ins. Company 41262 3535 Travis St., #250 & #260 INSURERD:Charter Oak Fire Insurance Co. 25615 LB 102 Dallas TX 75204 INSURER E: INSURER F : COVERAGES CERTIFICATE NUMBER: Cert ID 13860 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED C X COMMERCIAL GENERAL LIABILITY Y Y PACP552M0916 12/20/2011 12/20/2012 PREMISES (Ea occurrence) $ 1,000,000 CLAIMS -MADE X OCCUR MED FRCP (Any one person) $ 10,000 _ PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP /OP AGG $ 2,000,000 POLICY X 1 28 : n LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea accident) $ D X ANY AUTO Y Y BA2A266690 12/20/201112/20 /2012 BODILYINJURY(Perperson) $ ALL OWNED SCHEDULED BODILY INJURY (Per accident) $ AUTOS _ AUTOS NON -OWNED PROPERTY DAMAGE $ X HIRED AUTOS X AUTOS (Per accident) $ A X UMBRELLA LIAB X OCCUR Y Y CUP3616T685 12/20/2011 12/20/2012 EACH OCCURRENCE $ 5,000,000 EXCESS LIAB CLAIMS -MADE AGGREGATE $ 5,000,000 DED RETENTION $ $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS' LIABILITY TORY LIMITS ER Y / N ANY PROPRIETOR/PARTNER /EXECUTIVE N / A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ B Professional Liability N Y AEE71101 -07 1/22/2012 1/22/2013 Per Claim $ 2,000,000 Annual Aggregate $ 4,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) The claims made professional liability coverage is the total aggregate limit for all cliams presented within the annual policy period and is subejct to a deductible. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Master Certificate AUTHORIZED REPRESENTATIVE © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD Page 1 of 1 EXHIBIT "B" The Design and Pre - Construction Process prepared by Brown Reynolds and Watford Of college Station for Port Arthur Transit Administration Building Located at 300 Block of Procter Street ARCHITECTS' BILLING RATES AND PROJECT RELATED EXPENSES AND OTHER DIRECT COST A. Hourly billing rates for services of the ARCHITECTS and the ARCHITECTS' consultants: Employee or Category Rate Administrative Support $40.00/hr Designer ARCHITECTS $ 95.00/hr Senior Designer $125.00/hr Architect technician $ 75.00/hr Surveyor $125.00/hr Field Crew $125.00/hr Construction Administrator $75.00/hr Principal /Director $125.00/hr B. Project Related Expenses and other direct cost a. Transportation in connection with the Project, authorized out -of -town and subsistence, and electronic communications b. Fees paid for securing approval of authorities having jurisdiction over the Project c. Reproductions, plots, standard form documents, postage, handling and delivery of instruments of Service d. Renderings, models and mock -ups requested by the Owner e. Expense of professional liability insurance dedicated exclusively to this Project or the expense of additional insurance coverage or limits requested by the Owner in excess of that normally carried by the ARCHITECTS and the Architects' consultants f. Fees paid to permitting authorities g. Third party code review fees (as required) h. Plan review fees payable to Texas Department of Licensing and Regulations for ADA Compliance Review j. Schematic Design and Design Development Presentation/Material Costs k. Document originals and copies for Owner's use during Design Reviews, construction 1. For Reimbursable Expenses as described above the compensation shall be computed as a multiple of one (1) time the expenses incurred by the ARCHITECTS, and the ARCHITECTS' employees and consultants. EXHIBIT "C" The Design and Pre - Construction Process prepared by Brown Reynolds and Watford Of college Station for Port Arthur Transit Administration Building Located at 300 Block of Procter Street DUTIES, RESPONSIBILITIES AND LIMITATIONS OF AUTHORITY OF RESIDENT PROJECT REPRESENTATIVE A. General Resident Project Representative as ARCHITECTS' Agent, will act as directed by and under the supervision of ARCHITECTS and will confer with the ARCHITECTS regarding his actions. Resident Project Representative's dealings in matters pertaining to the on -site work shall in general be only with ARCHITECTS and Contractor, and dealings with subcontractors shall only be through or with the full knowledge of Contractor. Written communication with CITY will be only through or as directed by ARCHITECTS. B. Duties and Responsibilities Resident Project Representative will do: 1. Schedules Review the progress schedule, Shop Drawing submissions and schedule of values prepared by Contractor and consult with ARCHITECTS concerning their acceptability 2. Conferences Attend pre - construction conferences. Arrange a schedule of progress meetings and other job conferences as required in consultation with ARCHITECTS and notify those expected to attend in advance. Attend meetings, and maintain and Circulate copies of minutes thereof. 3. Liaison a. Serve as ARCHITECTS' liaison with Contractor, working principally through Contractor's superintendent and assist him in understanding the intent of the Contract Documents. Assist ARCHITECTS in serving as CITY'S liaison with Contractor when Contractor's operations affect CITY'S on -site operations. b. As requested by ARCHITECTS, assist in obtaining from CITY additional details or information, when required at the job site for proper execution of the work. 4. Shop Drawings and Samples a. Keep a record of approved Shop Drawings and samples, receive samples which are furnished at the site by CONTRACTOR, and notify ARCHITECTS of their availability for examination. b. Advise ARCHITECTS and Contractor or its superintendent immediately of the commencement of any work requiring a Shop Drawing or sample submission if the submission has not been approved by ARCHITECTS. 5. Review of Work, Rejection of Defective Work, Inspection and Test: Conduct periodic on -site observations of the work in progress to assist ARCHITECTS in determining if the work is proceeding in accordance with the Contract Documents and that completed work will conform to the Contract Documents. a. Report to ARCHITECTS whenever he believes that any work is unsatisfactory, faulty or defective or does not conform to the Contract Documents, or does not meet the requirements of any inspections, test or approval required to be made or has been damaged prior to final payment; and advise ARCHITECTS when he believes work should be corrected or rejected or should be uncovered for observation, or requires special testing, inspection or approval. b. Verify that tests, equipment and systems startups and operating and maintenance instructions are conducted as required by the Contract Documents and in presence of the required personnel, and that Contractor maintains adequate records thereof; observe, record and report to ARCHITECTS appropriate details relative to the test procedures and startups. c. Accompany visiting inspectors representing public or other agencies having jurisdiction over the project, record the outcome of these inspections and report to ARCHITECTS. 6. Interpretation of Contract Documents Transmit to Contractor ARCHITECTS' clarifications and interpretations of the Contract Documents. 7. Modifications Consider and evaluate Contractor's suggestions for modifications in drawings or specifications and report them with recommendations to ARCHITECTS. 8. Records a. Maintain at the job site orderly files for correspondence, reports of job conferences, shop drawings and sample submissions, reproductions of original Contract Documents including all addenda, change orders, field orders, additional drawings issued subsequent to the execution of the Contract, ARCHITECTS' clarifications and interpretations of the Contract Documents, progress reports, and other Project related documents. b. Keep a daily diary and a daily report log book, recording hours on the job site, weather conditions, data relative to questions of e)(tras or deductions, list of visiting officials and representatives of manufactures, fabricators, suppliers and distributors, daily activities, decisions, observations in general and specific observations in more detail as in the case of observing test procedures. Send copies of daily reports to ARCHITECTS. c. Record names, addresses and telephone numbers of all Contractor, subcontractors and major suppliers of materials and equipment. 9. Reports a. Furnish ARCHITECTS periodic reports as required of the work and Contractor's compliance with the approved progress schedule and schedule of shop drawings submissions. b. Consult with ARCHITECTS in advance of scheduled major test, inspections or start of important phases of the work. c. Report immediately to ARCHITECTS upon the occurrence of an accident. 10. Payment Requisitions Review applications for payment with Contractor for compliance with the established procedure for their submission and forward those with the recommendations to ARCHITECTS, noting particularly their relation to the schedule of values, work completed and materials and equipment delivered at the site but not incorporated in the work. 11. Certificates. Maintenance and Operation Manuals During the course of the work, verify that certificates, maintenance and operation manuals and other data required to be assembled and furnished by Contractor are applicable to the items actually installed and delivered to ARCHITECTS for his review and forwarding to OWNER prior to final acceptance of the work. 12. Completion a. Before ARCHITECTS issues a Certificate of Substantial Completion, submit to Contractor a list of observed items regarding completion or correction. b. Conduct final inspection in the company of ARCHITECTS, CITY, and Contractor and prepare a final list of items to be completed or corrected. c. Verify that all items on final list have been completed or corrected and make recommendations to ARCHITECTS concerning acceptance. C. Limitations of Authority Except upon written instructions of Architects', Resident Project Representative: 1. Shall not authorize any deviation from the Contract Documents or approve any substitute materials or equipment. 2. Shall not exceed limitations on ARCHITECTS' authority as set forth in the Contract Documents. 3. Shall not undertake any of the responsibilities of Contractor, subcontractors or Contractor's Superintendent, or expedite the work. 4. Shall not advise on or issue directions relative to any aspect of the means, methods, techniques, sequences or procedures of construction unless such is specifically called for in the Contract Documents. 5. Shall not advise on or issue directions as to safety precautions and programs in connection with the work. 6. Shall not authorize the City to occupy the Project in whole or in part. 7. Shall not participate in specialized field or laboratory tests. CONTRACT FOR PROFESSIONAL SERVICES (FEDERAL /STATE FUNDS) PART II - TERMS AND CONDITIONS 1. Termination of Contract: for Cause If, through any cause, the Consultant shall fail to fulfill in timely and proper manner his obligations under this Contract, or if the Consultant (ARCHITECTS, ARCHITECTS or other profession) shall violate any of the covenants, agreements, or stipulations of this Contract, the City shall thereupon have the right to terminate this Contract by giving written notice to the Consultant of such termination and specifying the effective date thereof, at least five days before the effective date of such termination. In such event, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs and reports prepared by the Consultant under this Contract shall, at the option of the City, become CITY'S property and the Consultant shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder. Notwithstanding the above, the Consultant shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of the Contract by the Consultant and the City may withhold any payments to the Consultant for the purposes of set off such time as the exact amount of damages due the City from the Consultant is determined. 2. Termination for Convenience of the City The City may terminate this Contract at any time by giving at least thirty (30) days notice in writing to the Consultant. If the Contract is terminated by the City as provided herein, the Consultant will be paid for the time provided and expenses incurred up to the terminated date. If this Contract is terminated due to the fault of the Consultant, Paragraph 1 hereof relative to termination shall apply. 3. Changes The City may, time to time, request changes in the Scope of Services of the Consultant to Y Y> q g p be performed hereunder. Such changes, including any increase or decrease in the amount of the Consultant's compensation, which are mutually agreed upon by and between the City and the Consultant, shall be incorporated in written amendments to this Contract. 4. Personnel A. The Consultant represents that he has, or will secure at his own expense, all personnel required in performing the services under this Contract. Such personnel shall not be employees of or have any contractual relationship with the City. B. All of the services required hereunder shall be performed by the Consultant or under his supervision and all personnel engaged in the work shall be fully qualified and shall be authorized or permitted under State and local law to perform such services. C. None of the work or services covered by this Contract shall be subcontracted without the prior written approval of the City. Any work or services subcontracted hereunder shall be specified by written Contract or agreement and shall be subject to each provision of this Contract. 5. Assignability The Consultant shall not assign any interest in this Contract, and shall not transfer any interest in the same (whether by assignment or novation), without the prior written consent of the City thereto; provided, however, that claims for money due the Consultant from the City under this Contract may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to the City. 6. Reports and Information The Consultant, at such times and in such forms as the City may require, shall furnish the City such periodic reports as it may request peltaining to the work or services undertaken pursuant to this Contract, the costs and obligations incurred or to be incurred in connection therewith, and any other matters covered by this Contract. 7. Records and Audits The Consultant shall maintain accounts and records, including personnel, property and financial records, adequate to identify and account for all costs pertaining to the Contract and such other records as may be deemed necessary by the City to assure proper accounting for all project funds, both Federal /State and Non - Federal /State shares. These records will be made available for audit purposes to the City or any authorized representative, and will be retained for not less than five (5) years after the expiration of this Contract unless permission to destroy them is granted by the City. 8. Findings Confidential All of the reports, information, data, etc., prepared or assembled by the Consultant under this Contract are confidential and the Consultant agrees that they shall not be made available to any individual or organization without the prior written approval of the City. 9. Copyright No report, maps, or ot.her documents produced in whole or in part under this Contract shall be the subject of an application for copyright by or on behalf of the Consultant. 10. Compliance with Local Laws The Consultant shall comply with all applicable laws, ordinances, and codes of the State and local governments, and the Consultant shall save the City harmless with respect to any damages arising from any tort done in performing any of the work embraced by this Contract. 11. Equal Employment Opportunity During the performance of this Contract, the Consultant agrees as follows: a. Consultant will not discriminate against any employee or applicant for employment because of sex, race, creed, color, or national origin. The Consultant will take affirmative action to ensure that applicants are employed, and the employees are treated, during employment, without regard to their sex, race, creed, color, or national origin. Such action shall include, but not be limited to, the following: Employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this nondiscrimination clause. b. The Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to sex, race, color or national origin. c. The Consultant will cause the foregoing provisions to be inserted in all subcontracts for any work covered by this Contract so that such provisions will be binding upon each subcontractor, provided that the foregoing provisions shall not apply to contracts or subcontracts for standard commercial supplies or raw materials. 12. Civil Rights Act of 1964 Under Title VI of the Civil Rights Act of 1964, no person shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving federal financial assistance 13. Section 109 of the Housing and Community Development Act of 1974 No person in the United States shall on the grounds of race, color, national origin, or sex be excluded from participation, be denied the benefits if, or be subjected to discrimination under any program or activity funded in whole or in part with funds made available under this title 14. Compliance with Employment Opportunities for Businesses and lower Income Persons The Consultant shall comply with the regulations of Section 3 of the Housing and Urban Development Act of 1968. A copy of the Federal Register, Title 24 part 135.20 sub paragraph (b) "Section 3 Clause" is made a part of this Contract: a. The work to be performed under this Contract is on a project assisted under a program providing State Funds or direct federal financial assistance from the Department of Housing and Urban Development or other Federal Agencies and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u. Section 3 requires that to the greatest extent feasible, opportunities for training and employment be given lower income residents of the project area and contracts for work in connection with the project be awarded to business concerns which are located in, 01' owned in substantial part by persons residing in the area of the project. b. The parties to this Contract will comply with the provisions of Section 3 and the regulations issued pursuant thereto by the Secretary of Housing and Urban Development not forth in 24 CFR Part 135, and all applicable rules and orders of the Department issued thereunder prior to the execution of this contract. The parties to this contract certify and agree that they are under no contractual or other disability which would prevent them from complying with those requirements. c. The Consultant will send to each labor organization or representative of workers with which he has a collective bargaining agreement or other contract of understanding, if any, a notice advising the said labor organization or worker's representative of his commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment or training. d. The Consultant will include this Section 3 clause in every subcontract for work in connection with the project arid will, at the direction of the applicant for or recipient of federal financial assistance, take appropriate action pursuant to the subcontract upon a finding that the subcontractor is in violation of regulations issued by the Secretary of Housing and Urban Development, 24 CFR 131. The Consultant will not subcontract with any subcontractor where it has notice or knowledge that the latter has bee found in violation of regulations under 24 CFR Part 135 and will not let any subcontract unless the subcontractor has first provided it with a preliminary statement of ability to comply with the requirements of these regulations. e. Compliance with the provisions of Section 3, the regulations set forth in 24 CFR Part 135, and all applicable rules and orders of the Department issued thereunder prior to the execution of the Contract, shall be a condition of the federal financial assistance provided to the project, binding upon the applicant or recipient for such assistance, its successors, and assigns. Failure to fulfill these requirements shall subject the applicant or recipient, its contractors and subcontractors, its successors, and assigns to those sanctions specified by the grant or loan agreement or contract through which federal assistance is provided, and to such sanctions as are specified by 24 CFR 135." 15. Section 3 Handicapped (if $25,000 or Over Affirmative Action for Handicapped Workers) a. The Contractor will not discriminate against any employee or applicant for employment because of physical or mental handicap in regard to any position for which the employee or applicant for employment is qualified. The Contractor agrees to take affirmative action to employ, advance in employment and otherwise treat qualified handicapped individuals without discrimination based upon their physical or mental handicap in all employment practices such as the following: Employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. b. The Contractor agrees to comply with the rules, regulations, and relevant orders of the Secretary of Labor issued pursuant to the Act. c. In the event of the Contractor's noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with the rules, regulations, and relevant orders of the Secretary of Labor issued pursuant to the Act. d. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the Director, provided by or through the contracting officer. Such notices shall state the Contractor's obligation under the law to take affirmative action to employ and advance in employment qualified handicapped employees and applicants for employment, and the rights of applicants and employees. e. The Contractor will notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contractor is bound by the terms of Section 503 of the Rehabilitation Act of 1973, and is committed to take affirmative action to employ and advance in employment physically and mentally handicapped individuals. f. The Contractor will include the provisions of this clause in every subcontract or purchase order of $2,500 or more unless exempted by rules, regulations, or orders of the Secretary issued pursuant to Section 503 of the Act, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the Director of the Office of Federal Contract Compliance Programs may direct to enforce such provisions, including action for non- compliance. 16. Section 402 Veterans of the Vietnam Era (if $10,000 or Over. Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era. a. The Contractor will not discriminate against any employee or applicant for employment because he or she is a disabled veteran or veteran of the Vietnam Era in regard to any position for which the employee or applicant for employment is qualified. The Contractor agrees to take affirmative action to employ, advance in employment and otherwise treat qualified disabled veterans and veterans ofthe Vietnam Era without discrimination based upon their disability or veteran status in all employment practices such as the following: Employment upgrading, demotion or transfer, recruitment, advertising, off or g� Y termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. b. The Contractor agrees that all suitable employment openings of the Contractor which exist at the time of the execution of this contract and those which occur during the performance of this contract, including those not generated by this contract and including those occurring at an establishment of the Contractor other than the one wherein the contract is being performed but excluding those of independently operated corporated affiliates, shall be listed at an appropriate local office of the State employment service system wherein the opening occurs. The Contractor further agrees to provide such reports to such local office regarding employment openings and hires as may be required. State and local government agencies holding Federal contracts of $10,000 or more shall also list all their suitable openings with the appropriate office of the State employment service, but are not required to provide those reports set forth in paragraphs (D) and (E). c. Listing of employment openings with the employment service system pursuant to this clause shall be made at least concurrently with the use of any other recruitment source or effort and shall involve the normal obligations which attach to the placing of a bona fide job order, including the acceptance of referrals of veterans' non - veterans. The listing of employment openings does not require the hiring of any particular job applicant or from any particular group of job applicants, and nothing herein is intended to relieve the Contractor from any requirements in Executive Orders or regulations regarding nondiscrimination in employment. d. The reports required by paragraph D of this clause shall include, but not be limited to, periodic reports which shall be filed at least quarterly with the appropriate local office or, where the Contractor has more than one hiring location in a State, with the central office of that State employment service. Such reports, shall indicate for each hiring location- (1) the number of individuals hired during the reporting period, (2) the number of nondisabled veterans of the Vietnam Era hired, (3) the number of disabled veterans of the Vietnam Era hired, and (4) the total number of disabled veterans hired. The reports should include covered veterans hired for on-the-job training under 38 U.S.C. 1787. The Contractor shall submit a report within 30 days after the end of each reporting period wherein any performance is made on this contract identifying date for each hiring location. The Contractor shall maintain at each hiring location copies of the reports submitted until the expiration of one year after final payment under the contract, during which time those reports and related documentation shall be made available, upon request, for examination by any authorized representatives of the contracting officer or of the Secretary of Labor. Documentation would include personnel records respecting job openings, recruitment and placement. e. Whenever the Contractor becomes contractually bound to the listing provisions of this clause, it shall adVise the employment service system in each State where it has establishments of the name and location of each hiring location in the State. As long as the Contractor is contractually bound to these provisions and has so advised the State system, there is no need to advise the State system of subsequent contracts. The Contractor may advise the State system when it is no longer by this contract clause. f. This clause does not apply to the listing of employment openings which occur and are filled outside of the 50 states, the District of Columbia, Puerto Rico, Guam and the Virgin Islands. g. The provisions of paragraphs B, C, D and E of this clause do not apply to openings which the Contractor proposes to fill from within his own organization or to fill pursuant to a customary and traditional employer -union hiring arrangement. This exclusion does not apply to a particular opening once an employer decides to consider applicants outside of his own organization or employer -union arrangement for that opening. h. As used in this clause: (1) "All suitable employment openings" includes, but is not limited to, openings which occur in the following job categories: Production and non - production; plant and office; laborers and mechanics; supervisory and non - supervisory,' technical, and executive, administrative, and professional openings are compensated on a salary basis of less than $25,000 per year. This term includes full -time employment, temporary employment of more than three (3) days' duration, and part-time employment. It does not include openings which the Contractor proposes to fill from within his own organization or to fill pursuant to a customary and traditional employer -union hiring arrangement or openings in an educational institution which are restricted to students of that institution. Under the most compelling circumstances an employment opening may not be suitable for listing, including such situation where the needs of the Government cannot reasonably be otherwise supplied, where listing would be contrary to national security, or where the requirement of listing would otherwise not be for the best interest of the government. (2) "Appropriate office of the State employment service system" means the local office of the Federal, State and local system of public employment offices with original responsibility for serving the area where the employment opening is to be filled, including the District of Columbia, Guam, Puerto Rico, and the Virgin Islands. (3) "Openings which the Contractor proposes to fill from within his own organization" means employment openings for which no consideration will be given to persons outside the Contractor's organization (including any affiliates, subsidiaries, and the parent companies) and includes any openings which the Contractor proposes to fill from regularly established "recall" lists. (4) "Openings which the Contractor proposes to fill pursuant to a customary and traditional employer - union hiring arrangement" mean" employment openings which the Contractor proposes to fill from union halls, which is part of the customary and traditional hiring relationship which exists between the Contractor and representatives of his employees. i. The Contractor agrees to comply with the rules, regulations, and relevant orders of the Secretary of Labor issued pursuant to the act. j. In the event of the Contractor's noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with the rules, regulations, and relevant orders of the Secretary of Labor issued pursuant to the Act. k. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the Director, provided by or through the contracting officer. Such notice shall state the Contractor's obligation under the law to make affirmative action to employ and advance in employment qualified disabled veterans and veterans of the Vietnam Era for employment, and the rights of applicants and employees. 1. The Contractor will notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contractor is bound by the terms of the Vietnam Era Veterans Readjustment Assistance Act, and is committed to take affirmative action to employ and advance in employment qualified disabled veterans and veterans of the Vietnam Era. m. The Contractor will include the provisions of this clause in every subcontract or purchase order of $10,000 or more unless exempted by rules, regulations, or orders of the Secretary issued pursuant to the Act, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the Director of the Office of Federal Contract Compliance Programs may direct to enforce such provisions, including action for noncompliance. 17. Interest of Members of City No member of the governing body of the City, and no other officer, employee, or agent of the City, who exercises any func.tions or responsibilities in connection with the planning and carrying out of the program, shall have any personal financial interest, direct or indirect, in this Contract; and the Consultant shall take appropriate steps to assure compliance. 18. Interest of Other Local Public Officials No member of the governing body of the locality and no other public official of such locality, who exercises any functions or responsibilities in connection with the planning and carrying out of the program, shall have any personal financial interest, direct or indirect, in this Contract; and the Consultant shall take appropriate steps to assure compliance. 19. Interest of Consultant and Employees The Consultant covenants that he presently has no interest and shall not acquire any interest, direct or indirect, in the study area of any parcels therein or any other interests which would conflict in any manner or degree with the performance of his services hereunder. The Consultant further covenants that in the performance of this Contract, no person having any such interest shall be employed. 20. Compliance with Copeland Anti - Kickback Act The Consultant shall comply with the applicable regulations of the Secretary of Labor, United States Department of Labor, made pursuant to the so- called "Anti- Kickback Act" of June 13, 1934 (48 Sta. 948: 62 Stat. 862; Title U.S.C., Section 874; and Title 40 U.S.C., Section 276c), and any amendments or modifications thereof, shall cause appropriate provisions to be inserted in subcontracts to insure compliance therewith by all subcontractors subject thereto, and shall be responsible for the submissions of affidavits required by subcontractors thereunder, except as said Secretary of Labor may specifically provide for reasonable limitation, variations, tolerances, and exemptions from the requirements thereof 21. References to Contractor All references to "Contractor" in Part II, Terms and Conditions, shall be construed to mean "Consultant" or "ARCHITECTS ". 22. Incorporation of Provisions Required by Law Each provision and clause required by law to be inserted into the Contract shall be deemed to be enacted herein and the Contract shall be read and enforced as though each were included herein. If through mistake or otherwise any such provision is not inserted or is not correctly I f inserted, the Contract shall be amended to make such insertion on application by either party. • ' I k I I I f I�I EXHIBIT "C" (Federal Clauses) 4 EXHIBIT "D" Federally Required Contract Clauses for Professional Services Contracts 1 Table of Contents 1 Energy Conservation Requirements 2 Clean Water Requirements 3 Lobbying 4 Federal Changes 5 Clean Air 6 No Government Obligation to Third Parties 7 Program Fraud and False or Fraudulent Statements and Related Acts 8 Termination 9 Government -wide Debarment and Suspension (Non- procurement) 10 Privacy Act 11 Civil Rights Requirements 12 Breaches and Dispute Resolution 13 Disadvantaged Business Enterprises (DBE) 14 State and Local Law Disclaimer 15 Incorporation of Federal Transit Administration (FTA) Terms Bidders are strongly advised to read and adhere to all signature and contractual requirements. Requirements are specifically outlined within this Contract Agreement. Failure to comply with all requirements could result in the bid being rejected as non - responsive. Federally Required Contract Clauses for Professional Services Contracts 2 1. ENERGY CONSERVATION REQUIREMENTS 42 USC § 6321 et seq. 49 CFR Part 18 Applicability to Contracts The Energy Conservation requirements are applicable to all contracts. Flow Down The Energy Conservation requirements extend to all third party contractors and their contracts at every tier and sub - recipients and their sub - agreements at every tier. Model Clause /Language No specific clause is recommended in the regulations because the Energy Conservation requirements are so dependent on the state energy conservation plan. The following language has been developed by FTA. Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 2. CLEAN WATER REQUIREMENTS 33 USC § 1251 Applicability to Contracts The Clean Water requirements apply to each contract and subcontract which exceeds $100,000. Flow Down The Clean Water requirements flow down to FTA recipients and sub - recipients at every tier. Model Clause/Language While no mandatory clause is contained in the Federal Water Pollution Control Act, as amended, the following language developed by FT A contains all the mandatory requirements. Clean Water - (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 USC § 1251 et seq. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FT A and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 08/09/01 Federally Required Contract Clauses for Professional Services Contracts 3 3. LOBBYING 31 USC§ 1352 49CFRPart 19 49 CFR Part 20 Applicability to Contracts The Lobbying requirements apply to Construction/ Architects and consultants/ Acquisition of Rolling Stock/Professional Service Contract/ Operational Service Contract/Turnkey contracts. Flow Down The Lobbying requirements mandate the maximum flow down, pursuant to Byrd Anti- Lobbying Amendment, 31 USC § 1352(b) (5) and 49 CPR Part 19, Appendix A, Section 7. Mandatory Clause/Language - Clause and specific language therein are mandated by 49 CPR Part 19, Appendix A. Modifications have been made to the Clause pursuant to Section 10 of the Lobbying Disclosure Act of 1995, PL 104 -65 [to be codified at 2 USC § 1601, et seq,] - Lobbying Certification and Disclosure of Lobbying Activities for third party contractors are mandated by 31 USC § 1352(b) (5), as amended by Section 10 of the Lobbying Disclosure Act of 1995, and DOT implementing regulation, "New Restrictions on Lobbying)' at 49 CFR § 20.110( d) - Language in Lobbying Certification is mandated by 49 CFR Part 19, Appendix A, Section 7, which provides that contractors file the certification required by 49 CFR Part 20, Appendix A. Modifications have been made to the Lobbying Certification pursuant to Section 10 of the Lobbying Disclosure Act of 1995. - Use of "Disclosure of Lobbying Activities)' Standard Form -LLL set forth in Appendix B of 49 CFR Part 20, as amended by "Government wide Guidance For New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96) is mandated by 49 CFR Part 20, Appendix A. Byrd Anti - Lobbying Amendment, 31 USC § 1352, as amended by the Lobbying Disclosure Act of 1995, PL 104 -65 [to be codified at 2 USC § 1601, et seq.]- Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR Part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 USC § 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non - Federal f1.111ds with respect to that Federal contract, grant or award covered by 31 USC § 1352. Such disclosures are forwarded from tier to tier up to the recipient. 08/09/01 Federally Required Contract Clauses for Professional Services Contracts 4 APPENDIX A, 49 CFR, Part 20-- CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements (To be submitted with each bid or offer exceeding $100,000) The undersigned Contractor] certifies, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, 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 or any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment" or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to 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 [as amended by "Government wide Guidance for New Restrictions on Lobbying)' 61 Fed, Reg, 1413 (1/19/96), Note: Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (PL' 104 -65, to be codified at 2 USC § 1601, et seq,) (3) The undersigned shall require that the language of this certification be included in the award documents for all sub - awards at all tiers (including subcontracts, sub - grants, and contracts under grants, loans, and cooperative agreements) and that all sub - recipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into, Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, USC § 1352 (as amended by the Lobbying Disclosure Act of 1995), 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. [Note: Pursuant to 31 USC § 1352(c) (1) -(2) (A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.]. The Contractor, Brown Reynolds Watford Architects, Inc., certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any, In addition, the Contractor understands and agrees that the provisions of (31 USC § A 3801, et seq) apply to this certification and disclosure, � any ,./ / /i�/ 'Ati/ ji. Si nature of Contractor's Authorized Official A li' igr.RWP r V1Al I r f�e and Title of Contractor's Authorized Official Date , Ill.„,„ 08/09/01 Federally Required Contract Clauses for Professional Services Contracts 5 4. FEDERAL CHANGES 49 CFR Part 18 Applicability to Contracts The Federal Changes requirement applies to all contracts. Flow Down The Federal Changes requirement flows down appropriately to each applicable changed requirement. Model Clause /Language No specific language is mandated. The following language has been developed by FTA. Federal Changes - Contractor shall at all times comply with all applicable FT A regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Agreement (Form FTA MA (6) dated October, 1999) between Purchaser and FTA , as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. 5. CLEAN AIR 42 USC § 7401 et seq. 40 CFR § 15.61 49 CFR Part 18 Applicability to Contracts The Clean Air requirements apply to all contracts exceeding $100,000, including indefinite quantities where the amount is expected to exceed $100,000 in any year. Flow Down The Clean Air requirements flow down to all subcontracts that exceed $100,000. Model Clauses /Language No specific language is required. FTA has proposed the following language. Clean Air - (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 USC § 7401 et seq .. The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 08/09/01 Federally Required Contract Clauses for Professional Services Contracts 6 6. NO GOVERNMENT OBLIGATION TO THIRD PARTIES Applicability to Contracts Flow Down Not required by statute or regulation for either primary contractors or subcontractors, this concept should flow down to all levels to clarify, to all parties to the contract, that the Federal Government does not have contractual liability to third parties, absent specific written consent. Model Clause/Language While no specific language is required, FTA has developed the following language. No Obligation by the Federal Government. (1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FT A. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 7. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS 31 USC § 3801 et seq. 49 CFR Part 3118 USC § 1001 49 USC §5307 Applicability to Contracts These requirements are applicable to all contracts. Flow Down These requirements flow down to contractors and subcontractors who make, present, or submit covered claims and statements. Model Clause /Language These requirements have no specified language, so FTA proffers the following language. Program Fraud and False or Fraudulent Statements or Related Acts. (1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 USC § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 CFR Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the 08/09/01 Federally Required Contract Clauses for Professional Services Contracts 7 underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 USC § 5307, the Government reserves the right to impose the penalties of 18 USC § 1001 and 49 USC § 5307(n) (1) on the Contractor, to the extent the Federal Government deems appropriate. (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 8. TERMINATION 49 USC Part 18 FTA Circular 4220.1D Applicability to Contracts All contracts (with the exception of contracts with nonprofit organizations and institutions of higher education,) in excess of $10,000 shall contain suitable provisions for termination by the grantee including the manner by which it will be effected and the basis for settlement. (For contracts with nonprofit organizations and institutions of higher education the threshold is $100,000.) In addition, such contracts shall describe conditions under which the contract may be terminated for default as well as conditions where the contract may be terminated because of circumstances beyond the control of the contractor. Flow Down The termination requirements flow down to all contracts in excess of $10,000, with the exception of contracts with nonprofit organizations and institutions of higher learning. Model Clause/Language FTA does not prescribe the form or content of such clauses. The following are suggestions of clauses to be used in different types of contracts: a. Termination for Convenience (General Provision) The City of Port Arthur may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its costs, including contract closeout costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to City of Port Arthur to be paid the Contractor. If the Contractor has any property in its possession belonging to the City of Port Arthur, the Contractor will account for the same, and dispose of it in the manner the City of Port Arthur directs. 08/09/01 Federally Required Contract Clauses for Professional Services Contracts 8 b. Termination for Default [Breach or Cause) (General Provision) If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the City of Port Arthur may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the mannel' in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the City of Port Arthur that the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the City of Port Arthur, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. c. Opportunity to Come (General Provision) The City of Port Arthur in its sole discretion may, in the case of a termination for breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to City of Port Arthur's satisfaction the breach or default or any of the terms, covenants, or conditions of this Contract within ten (10) days after receipt by Contractor or written notice from City of Port Arthur setting forth the nature of said breach or default, City of Port Arthur shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude City of Port Arthur from also pursuing all available remedies against Contractor and its sureties for said breach or default. d. Waiver of Remedies for any Breach In the event that City of Port Arthur elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by City of Port Arthur shall not limit City of Port Arthur's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. Arthur, Service Contracts) The City of Port for Convenience (Professional or Transit S ty e. Termination ( ) by written notice, may terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, the Recipient shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination. f. Termination for Default (Supplies and Service) If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the City of Port Arthur may terminate this contract for default. The City of Port Arthur shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract. 08/09/01 Federally Required Contract Clauses for Professional Services Contracts 9 If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient. g. Termination for Default (Transportation Services) if the Contractor fails to pick up the commodities or to perform the services, including delivery services, within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of this contract, the City of Port Arthur may terminate this contract for default. The City of Port Arthur shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default. The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract. If this contract is terminated while the Contractor has possession of Recipient goods, the Contractor shall, upon direction of the City of Port Arthur, protect and preserve the goods until surrendered to the Recipient or its agent. The Contractor and City of Port Arthur shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the City of Port Arthur h. Termination for Default (Construction) If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will insure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the Contractor fails to comply with any other provisions of this contract, the City of Port Arthur may terminate this contractor default. The City of Port Arthur shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. In this event, the Recipient may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The Contractor and its sureties shall be liable for any damage to the Recipient resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work is terminated. This Liability includes any increased costs incurred by the Recipient in completing the work. The Contractor's right to proceed shall not be terminated nor did the Contractor charge with damages under this clause if- 1. The delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of the Recipient, acts of another Contractor in the performance of a contract with the Recipient, epidemics, quarantine restrictions, strikes, freight embargoes; and 2. The contractor, within [ 10] days from the beginning of any delay, notifies the City of Port Arthur in writing of the causes of delay. If in the judgment of the City of Port Arthur, the delay is excusable, the time for completing the work shall be extended. The judgment of the City of 08/09/01 II Federally Required Contract Clauses for Professional Services Contracts 10 Port Arthur shall be final and conclusive on the parties, but subject to appeal under the Disputes clauses. If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of the Recipient. i. Termination for Convenience or Default (ARCHITECTS and consultants) The City of Port Arthur may terminate this contract in whole or in part, for the Recipient's convenience or because of the failure of the Contractor to fulfill the contract obligations. The City of Port Arthur shall terminate by delivering to the Contractor a Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information arid materials accumulated in performing this contract, whether completed or in process. If the termination is for the convenience of the Recipient, the Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services. If the termination is for failure of the Contractor to fulfill the contract obligations, the Recipient may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by the Recipient. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Recipient. j. Termination for Convenience of Default (Cost -Type Contracts) The City of Port Arthur may terminate this contract, or any portion of it, by serving a notice or termination on the Contractor. The notice shall state whether the termination is for convenience of the City of Port Arthur or for the default of the Contractor. If the termination is for default, the notice shall state the manner in which the contractor has failed to perform the requirements of the contract. The Contractor shall account for any property in its possession paid for from funds received from the City of Port Arthur, or property supplied to the Contractor by the City of Port Arthur If the termination is for default, the City of Port Arthur may fix the fee, if the contract provides for a fee, to be paid the contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the City of Port Arthur and the parties shall negotiate the termination settlement to be paid the Contractor. If the termination is for the convenience of the City of Port Arthur, the Contractor shall be paid its contract closeout costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination. If, after serving a notice of termination for default, the City of Port Arthur determines that the Contractor has an excusable reason for not performing, such as strike, fire, flood, events which Federally Required Contract Clauses for Professional Services Contracts 11 are not the faults of and are beyond the control of the contractor, the City of Port Arthur, after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. 9. GOVERNMENT -WIDE DEBARMENT AND SUSPENSION (NON- PROCUREMENT) 49 CFR Part 29 Executive Order 12549 Applicability to Contracts Executive Order 12549, as implemented by 49 CFR Part 29, prohibits FTA recipients and sub - recipients from contracting for goods and services from organizations that have been suspended or debarred from receiving Federally assisted contracts. As part of their applications each year, recipients are required to submit a certification to the effect that they will not enter into contracts over $100,000 with suspended or debarred contractors and that they will require their contractors (and their subcontractors) to make the same certification to them. Flow Down Contractors are required to pass this requirement on to subcontractors seeking subcontracts over $100,000. Thus, the terms "lower tier covered participant" and "lower tier covered transaction" include $ 100 1 de both contractors and subcontractors and co ntracts and sub contracts over $100,000. Model Clause/Language (Instructions) The certification and instruction language is contained at 29 CFR Part 29, Appendix B, and must be included in IFB's and P.FP's [for inclusion by contractors in their bids or proposals 1 for all contracts over $100,000, regardless of the type of contract to be awarded. Certification Regarding Debarment, Suspension, and Other Responsibility Matters Lower Tier Covered Transactions (Third Party Contracts over $100,000). Instructions for Certification 1. By signing and submitting this bid or proposal, the prospective lower tier participant is providing the signed certification set out below. 2. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, City of Port Arthur may pursue available remedies, including suspension and/ or debarment. 3. The prospective lower tier participant shall provide immediate written notice to City of Port Arthur if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 4. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction, ": "participant," "persons," "lower tier covered transaction," "principal," "proposal," 08/09/01 Federally Required Contract Clauses for Professional Services Contracts 12 and "voluntarily excluded," as used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive Order 12549 [49 CFR Part 29]. You may contact City of Port Arthur for assistance in obtaining a copy of those regulations. 5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction wit.c'1 a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized in writing by City of Port Arthur 6. The prospective lower tier participant further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower Tier Covered Transaction ", without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions. 7. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the Non - procurement List issued by U.S. General Service Administration. 8. Nothing contained in the foregoing shall be construed to require establishment of system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 9. Except for transactions authorized under Paragraphs of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to all remedies available to the Federal Government, City of Port Arthur may pursue available remedies including suspension and / or debarment. "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion — Lower Tier Covered Transaction" (1) The prospective lower tier participant certifies, by submission of this bid or proposal, that neither it nor its "principals" [as defined at 49 CFR § 29.105(p)] is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (2) When the prospective lower tier participant is unable to certify to the statements in this certification, such prospective participant shall attach an explanation to this proposal. 08/09/01 Federally Required Contract Clauses for Professional Services Contracts 13 10. PRIVACY ACT 5 USC § 552 Applicability to Contracts When a grantee maintains files on drug and alcohol enforcement activities for FTA, and those files are organized so that information could be retrieved by personal identifier, the Privacy Act requirements apply to all contracts. Flow Down The Federal Privacy Act requirements flow down to each third party contractor and their contracts at every tier. Model Clause /Language The text of the following clause has not been mandated by statute or specific regulation, but has been developed by FTA. Contracts Involving Federal Privacy Act Requirements - The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract: (1) The Contractor agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 USC § 552a. Among other things, the Contractor agrees to obtain the express consent of the Federal Government before the Contractor or its employee's operate a system of records on behalf of the Federal Government. The Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of the Privacy Act may result in termination of the underlying contract. (2) The Contractor also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA. 11. CIVIL RIGHTS REQUIREMENTS 29 USC § 623, 42 USC § 2000 42 USC § 6102,42 USC § 12112 42 USC § 12132, 49 USC § 5332 29 CFR Part 1630,41 CFR Parts 60 et seq. Applicability to Contracts The Civil Rights Requirements apply to all contracts. Flow Down The Civil Rights requirements flow down to all third party contractors and their contracts at every tier. 08/09/01 Federally Required Contract Clauses for Professional Services Contracts 14 Model Clause /Language The following clause was predicated on language contained at 49 CFR Part 19, Appendix A, but FTA has shortened the lengthy text. Civil Rights - The following requirements apply to the underlying contract: (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 USC § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 USC § 6102, section 202 of the Americans with Disabilities Act of 1990,42 USC § 12132, and Federal transit law at 49 USC § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 USC § 2000e, and Federal transit laws at 49 USC § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance programs, Equal Employment Opportunity, Department of Labor," 41 CFR Parts 60 et seq. (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment opportunity," 42 USC § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in there after affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of payor other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 USC § 623 and Federal transit law at 49 USC § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 USC § 12112, the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 CFR Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 08/09/01 Federally Required Contract Clauses for Professional Services Contracts 15 (3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 12. BREACHES AND DISPUTE RESOLUTION 49 CFR Part 18 FTA Circular 4220.1D Applicability to Contracts All contracts in excess of $100,000 shall contain provisions or conditions which will allow for administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as may be appropriate. This may include provisions for bonding, penalties for late or inadequate performance, retained earnings, liquidated damages or other appropriate measures. Flow Down The Breaches and Dispute Resolutions requirements flow down to all tiers. Model Clauses/Language FTA does not prescribe the form or content of such provisions. What provisions are developed will depend on the circumstances and the type of contract. Recipients should consult legal counsel in developing appropriate clauses. The following clauses are examples of provisions from various FTA third party contracts. Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of City of Port Arthur's [title of employee]. This decision shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to the [title of employee]. In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the [title of employee 1 shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute - Unless otherwise directed by City of Port Arthur, Contractor shall continue performance under this Contract while matters in dispute are being resolved. Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of damage. Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question between the City of Port Arthur and the Contractor arising out of or relating to this agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the City of Port Arthur is located. 08/09/01 Federally Required Contract Clauses for Professional Services Contracts 16 Rights and Remedies - The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the City of Port Arthur, (ARCHITECTS) or Contractor shall constitute a waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing. 13. DISADVANTAGED BUSINESS ENTERPRISE (DBE) 49 CFR Part 26 Applicability to Contracts DEE provisions only apply to all DOT - assisted contracts. Disadvantaged Business Enterprise Provision 1. The Federal Fiscal Year goal has been set by City of Port Arthur in an attempt to match projected procurements with available qualified disadvantaged businesses. City of Port Arthur's goals for budgeted service contracts, bus parts, and other material and supplies for Disadvantaged Business Enterprises have been established by City of Port Arthur as set forth by the Department of Transportation Regulations 49 CFR Part 23, March 31, 1980, and amended by Section 106(c) of the Surface Transportation Assistance Act of 1987, and is considered pertinent to any Contract Agreement resulting from this request for proposal. If a specific DBE goal is assigned to this Contract Agreement, it will be clearly stated in the Special Specifications, and if the Contractor is found to have failed to exert sufficient, reasonable, and good faith efforts to involve DBE's in the work provided, City of Port Arthur may declare the Contractor non - complaint end in breach of Contract Agreement. If a goal is not stated in the Special Specifications, it will be understood that no specific goal is assigned to this Contract Agreement. (a) Policy - It is the policy of the Department of Transportation and City of Port Arthur that Disadvantaged Business Enterprises, as defined in 49 CFR Part 26, and as amended in Section 106(c) of the Surface Transportation and Uniform Relocation Assistance Act of 1987, shall have the maximum opportunity to participate in the performance of Contract Agreement financed in whole or in part with federal funds under this Contract Agreement. Consequently, the DBE requirements of 49 CFR Part 26 and Section 106(c) of the STURAA of 1987, apply to this Contract Agreement. The Contractor agrees to ensure that DBE's as defined in 49 CFR Part 26 and Section 106(c) of the STURAA of 1987, have the maximum opportunity to participate in the whole or in. part with federal funds provided under this Contract Agreement. In this regard, the Contractor shall take all necessary and reasonable steps in accordance with the regulations to ensure that DBE's have the maximum opportunity to compete for and perform subcontracts. The Contractor shall not discriminate on the basis of race, color, national origin, religion, sex, age or physical handicap in the award and performance of subcontracts. 08/09/01 Federally Required Contract Clauses for Professional Services Contracts 17 It is further the policy of City of Port Arthur to promote the development and increase the participation of businesses owned and controlled by disadvantaged. DBE involvement in all phases of City of Port Arthur's procurement activities is encouraged. (b) DEE obligation - The Contractor end its subcontractors agree to ensure that disadvantaged businesses have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with federal funds provided under the Contract Agreement. In that regard, ell Contractors and subcontractors shall take all necessary and reasonable steps in accordance with 49 CFR Part 26 as amended, to ensure that minority business enterprises have the maximum opportunity to compete for end performs contracts. (c) Where the Contractor is found to have failed to exert sufficient reasonable and good faith efforts to involve DEE's in the work provided, the City of Port Arthur may declare the Contractor non - complaint end in breach of Contract Agreement. (d) The Contractor will keep records and documents for a reasonable time following performance of this Contract Agreement to indicate compliance With City of Port Arthur's DEE program. These records and documents will be made available at reasonable times and places for inspection by any authorized representative of City of Port Arthur and will be submitted to City of Port Arthur upon request. (e) City of Port Arthur will provide affirmative assistance as may be reasonable and necessary to assist the prime Contractor in implementing their programs fo r DEE participation. The assistance may include the following upon request: * Identification of qualified DBE * Available listing of Minority Assistance Agencies * Holding bid conferences to emphasize requirements 2. DBE Program Definitions, as used in the Contract Agreement: (a) Disadvantaged business "means a small business concern": i. Which is at least 51 percent owned by one or more socially and economically disadvantaged individuals, or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more socially and economically disadvantaged individuals; and ii. Whose management and daily business operations are controlled by one or more of the socially and economically disadvantaged individuals who own it. or iii. Which is at least 51 percent owned by one or more women individuals, or in the case of any publicly owned business, at least 51 % of the stock of which is owned by one or more women individuals; and 08/09/01 Federally Required Contract Clauses for Professional Services Contracts 18 iv. Whose management and daily business operations are controlled by one or more women individuals who own the it. (b) "Small business concern" means a small business as defined by Section 3 of the Small Business Act and Appendix B - This section is being developed to reflect the new rule in 49 CFR Part 26. 14. STATE AND LOCAL LAW DISCLAIMER Applicability to Contracts This disclaimer applies to all contracts Flow Down The Disclaimer has unlimited flow down Model Clause/Language FTA has developed the following language State and Local Law Disclaimer - The use of many of the suggested clauses are not governed by Federal law, but are significantly affected by State law. The language of the suggested clauses may need to be modified depending on state law, and that before the suggested clauses are used in the grantees procurement documents, the grantees should consult with their local attorney. 15. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS FTA Circular 4220.1D Applicability to Contracts The incorporation of FTA terms applies to all contracts. Flow Down The incorporation of FTA terms has unlimited flow down. Model Clause /Language FT A has developed the following incorporation of terms language: Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1D, dated April 15, 1996, and are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in. the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any (of The City of Port Arthur) requests which would cause (The City of Port Arthur) to be in violation of the FTA terms and conditions. 08/09/01 II