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HomeMy WebLinkAboutArdurra Professional Services Agreement - RXE EA Ardurra Group, Inc. Professional Services Agreement Rev 4.1.2024 Page | 1 PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is effective as of October 15, 2024(“Effective Date”) between City of Rexburg, Idaho and Madison County, Idaho (“Client”) and Ardurra Group, Inc. (“Consultant”) to provide professional services to Client in support of Environmental Studies (Phase 1) – Airport Relocation Project (“Project”). Consultant’s services under this Agreement are described in the Consultant’s proposal provided in Appendix A to this Agreement (“Services”). The Owner of the Project, if not the Client, is N/A. 1.01 Basic Agreement and Period of Service: Consultant shall perform the Services set forth in this Agreement. If agreed by the parties, Consultant shall furnish services in addition to those set forth above (“Additional Services”). Consultant shall complete its Services within the time period specified in Appendix A. If no specific time period is indicated, Consultant shall complete its Services within a reasonable period of time. If such periods of time or dates are changed, or the orderly and continuous progress of Consultant’s Services is impaired, or Consultant’s Services are delayed or suspended, then the time for completion of Consultant’s Services, and the rates and amounts of Consultant’s compensation, shall be adjusted equitably. 2.01 Invoicing & Payment: Consultant may submit its invoices monthly. Invoices are due and payable within 30 days of receipt. If Client fails to make any payment due Consultant for Services, Additional Services, and expenses within 30 days after receipt of Consultant’s invoice, then Consultant may, after giving seven (7) days written notice to Client, suspend Services under this Agreement until Consultant has been paid in full all amounts due. Plans, interim or final documents, reports and attendance at meetings will not be provided unless payment is current. If Consultant is performing services for the Client under multiple agreements, payments must be kept current on all agreements for Services to continue. Should it become necessary to utilize legal or other resources to collect any or all monies rightfully due for services rendered, Consultant shall be entitled to full reimbursement of all such costs, including reasonable attorneys’ fees and costs. 2.02 Basis of Payment—Lump Sum with Progress or Milestone Payments A. Client shall pay Consultant for Services as follows: 1. A lump sum amount of $448,138.00. 2. In addition to the lump sum amount, reimbursement for the following expenses: None. B. Consultant's invoices will be based upon the estimated percentage of Services completed during the billing period, or upon mutually agreed milestone payments described in Appendix A. 2.03 Additional Services: For Additional Services, Client shall pay Consultant either: i) a lump-sum amount agreed by the parties payable in amounts based upon Consultant’s estimate of the percentage of such Additional Services completed during the billing period or upon mutually agreed milestones; or ii) an amount equal to the time charged in providing the Additional Services by each class of Consultant’s employees, times standard hourly rates in Appendix A for each applicable billing class; plus reimbursement of expenses incurred in connection with providing the Additional Services and subconsultants’ charges. 3.01 Client’s Responsibilities A. Client shall provide available information to Consultant regarding the requirements for the Project. Consultant is entitled to rely upon the accuracy and completeness of all requirements, programs, instructions, reports, data, and other information furnished by Client pursuant to this Agreement. When requested by Consultant, Client will arrange access to and make provisions for Consultant to enter upon public and private property as required for Consultant to perform Services under this Agreement. B. Client shall designate a representative authorized to act on its behalf with respect to the Project. Client, or such authorized representative, shall render decisions in a timely manner pertaining to documents submitted by Consultant in order to avoid unreasonable delay in the orderly and sequential progress of the Services. Ardurra Group, Inc. Professional Services Agreement Rev 4.1.2024 Page | 2 C. Client is alone responsible for payment to Consultant under this Agreement and such duty to pay Consultant shall not be subject to any third party agreement. D. If Client designates a construction manager, agent, or an individual or entity to represent Client at the Project site and coordinate the Project, Client will define and set forth the duties, responsibilities, and limitations of authority of such other party and the relation thereof to the duties, responsibilities, and authority of Consultant, but Owner remains responsible for such manager, agent, individual, or other. 4.01 Termination A. The obligation to continue performance under this Agreement may be terminated: 1. For cause, by either party, upon ten (10) days written notice in the event of substantial failure by the other party to perform in accordance with this Agreement through no fault of the terminating party. Failure to pay Consultant is a substantial failure to perform and a basis for termination. 2. By Consultant: a. upon seven (7) days written notice if Client demands that Consultant furnish or perform services contrary to Consultant’s responsibilities as a licensed professional; or b. upon seven (7) days written notice if the Consultant’s Services are delayed for more than ninety (90) days for reasons beyond Consultant’s control. Consultant shall have no liability to Client on account of a termination for cause by Consultant. 3. By either party, for convenience, upon thirty days written notice to the other party. B. This Agreement will not terminate as a result of a substantial failure under Paragraph 4.01.A.1 or 4.01.A.2 if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than thirty (30) days of receipt of notice; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, sixty (60) days after the date of receipt of the notice. Notwithstanding the foregoing, Client’s failure to compensate Consultant shall not be subject to this Paragraph 4.01.B. C. In the event of any termination under Paragraph 4.01, Client will compensate Consultant for all Services and Additional Services performed, plus reimbursement of expenses incurred through and including the effective date of termination in connection with providing the Services and Additional Services. D. Termination of this Agreement shall not affect any right or obligation of any party which is accrued or vested prior to such termination, and any provision of this Agreement relating to any such right or obligation shall be deemed to survive the termination of this Agreement. The indemnities, audit rights, representations, warranties, covenants, guarantees, confidentiality obligations, insurance requirements, and intellectual property rights provisions set forth herein shall survive termination or expiration of this Agreement, in addition to any other provisions which by their nature should, or by their express terms do, survive or extend beyond termination or expiration of this Agreement. 5.01 Successors, Assigns, and Beneficiaries A. Client and Consultant and their respective successors, executors, administrators, and legal representatives (and to the extent permitted by Paragraph 5.01.B the assigns of Client and Consultant) are hereby bound to the other party to this Agreement and to the successors, executors, administrators, and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements, and obligations herein. B. Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other; provided, however, that either party may, without consent, assign this Agreement as a result of a merger or a sale of all or substantially all of the assets or stock of that party or to a parent, subsidiary or affiliate as part of any internal reorganization. Ardurra Group, Inc. Professional Services Agreement Rev 4.1.2024 Page | 3 C. Nothing herein shall be construed to create, impose, or give rise to any duty owed by either party to any third party including any surety for or employee of any of them. All duties and responsibilities undertaken pursuant to this Agreement are for the sole and exclusive benefit of the parties and not for the benefit of any other. 6.01 Standards; Services; Insurance; Indemnity; Damages A. Standard of Care; Consultant’s Performance: 1. The standard of care for all Services performed or furnished by Consultant will be the care and skill ordinarily used by members of the subject profession practicing under similar circumstances at the same time and in the same locality. Consultant makes no warranties, express or implied, under this Agreement or otherwise, in connection with any Services. Consultant may use or rely upon design elements and information ordinarily or customarily furnished by others, including, but not limited to, specialty contractors, manufacturers, suppliers, and the publishers of technical standards. Consultant shall not at any time supervise, direct, control, or have authority over any party’s work, nor shall Consultant have authority over or be responsible for the means, methods, techniques, sequences, or procedures of construction selected or used by any party, or the safety precautions and programs incident thereto, for security or safety at the Project site, nor for any failure of a party to comply with laws and regulations applicable to such party’s furnishing and performing of its work. Consultant neither guarantees the performance of any party nor assumes responsibility for any party’s work. 2. Any opinion offered by Consultant of probable construction cost is made based on Consultant’s experience, qualifications, and general familiarity with the construction industry. However, because Consultant has no control over the cost of labor, materials, equipment, or services furnished by others, or over contractors’ methods of determining prices, or over competitive bidding or market conditions, Consultant cannot and does not guarantee that proposals, bids, or actual construction cost will not vary from opinions of probable construction cost prepared by Consultant. If Client requires greater assurance as to probable construction cost, then Client agrees to obtain an independent cost estimate. Consultant shall not be responsible for any decision made regarding construction contract requirements, or any application, interpretation, clarification, or modification of the construction contract documents other than those made by Consultant or its consultants. 3. Consultant’s Services do not include any services related to unknown or undisclosed Constituents of Concern. If Consultant or any other party encounters, uncovers, or reveals an unknown or undisclosed Constituent of Concern, then Consultant may, at its option and without liability for consequential or any other damages, suspend performance of Services on the portion of the Project affected thereby until such portion of the Project is no longer affected, or terminate this Agreement for cause if it is not practical to continue providing Services. A “Constituent of Concern” means asbestos, petroleum, radioactive material, polychlorinated biphenyls (PCBs), hazardous waste, and any substance, product, waste, or other material of any nature whatsoever that is or becomes listed, regulated, or addressed pursuant to (a) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. (“CERCLA”); (b) the Hazardous Materials Transportation Act, 49 U.S.C. §§5101 et seq.; (c) the Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. (“RCRA”); (d) the Toxic Substances Control Act, 15 U.S.C. §§2601 et seq. (“TSCA”); (e) the Clean Water Act, 33 U.S.C. §§1251 et seq.; (f) the Clean Air Act, 42 U.S.C. §§7401 et seq.; or (g) any other federal, State, or local statute, law, rule, regulation, ordinance, resolution, code, order, or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic, or dangerous waste, substance, or material. B. Insurance: Consultant shall secure and maintain, at its own expense, Workers’ Compensation insurance coverage for its employees performing the Work in accordance with statutory limits applicable to the State wherein the Work is completed. Consultant shall also procure and maintain General Liability, Automobile Liability and Professional Liability insurance at the limits and coverages specified below: Ardurra Group, Inc. Professional Services Agreement Rev 4.1.2024 Page | 4 1. General Liability coverage of $1,000,000 per occurrence, and $2,000,000 in aggregate. General Liability coverage shall include broad-form contractual liability, personal injury, death, damage to property, and destruction of property. 2. Automobile Liability coverage of $1,000,000. 3. Professional Liability coverage of $1,000,000 per claim and $1,000,000 in aggregate. Certificates of insurance will be furnished to Client upon request. C. Indemnification: To the fullest extent permitted by law, Consultant and Client each agree to indemnify and hold harmless each other from all claims, lawsuits, or legal actions that arise out of, pertain to, or relate to damages, losses, personal injuries, death and property liability to the extent caused by the negligence or willful misconduct of the indemnifying party, its contracted parties, representatives, agents and employees. In no event shall either party indemnify the other party for the other party’s own errors, omissions, negligence, willful misconduct, or fault. D. Limit of Liability: To the fullest extent permitted by law, Client and Consultant agree that Consultant’s total liability to Client under this Agreement shall be limited to the lessor of 1) the total amount of compensation received by Consultant, or 2) the limits of applicable insurance coverages described in Paragraph 6.01.B above. 1. If the Project is in the State of Florida, then Client and Consultant agree as follows: a. To the extent Services are subject to Florida Statute 725.06, Engineer’s total liability shall be limited to the lesser of 1) the total amount of compensation received by Engineer under this Agreement, or 2) the limits of applicable insurance coverages described above in 6.01.B. b. To the extent Engineer’s services are subject to Florida Statute 558.0035, individual design professionals employed by Engineer or agents of Engineer shall not be held individually liable for any damages resulting from negligence occurring with the course of execution of Work under this Agreement, provided such damages are solely economic in nature and the damages do not extend to personal injury or property not subject to this Agreement. The Engineer shall maintain any and all professional liability insurance required under this Agreement. 2. If the Project is in the State of California, then the Client and Consultant agree as follows: a. To the extent Services are subject to California Civil Code Section 2782.8, the above indemnity shall expressly exclude duty to defend by Engineer, and Engineer’s indemnification shall be limited to those damages and losses for claims or actions that arise out of, pertain to, or relate to any negligent act, error, omission, or willful misconduct of Engineer, its officers, directors, agents, or employees, that are determined to be proportionally attributable to Engineer. E. Consequential Damages. Client and Consultant waive against each other, and the other’s employees, officers, directors, members, agents, insurers, partners, and consultants, any and all claims for or entitlement to special, incidental, indirect, or consequential damages arising out of, resulting from, or in any way related to this Agreement or the Project. 7.01 Documents A. Ownership: All documents, data, and professional work product (collectively “Documents”) prepared or furnished by Consultant are instruments of service, and Consultant retains an ownership and property interest (including the copyright and the right of reuse) in such Documents. Consultant grants Client a limited license to use the Documents on and for the Project, extensions of the Project, and for related uses of the Client, subject to receipt by Consultant of full payment for Services and Additional Services, and subject to: 1) Client acknowledges that such Documents are not intended or represented to be suitable for use on the Project unless completed by Consultant, or for use or reuse by Client or others on extensions of the Project, on any Ardurra Group, Inc. Professional Services Agreement Rev 4.1.2024 Page | 5 other project, or for any other use or purpose, without written verification or adaptation by Consultant; 2) any such use or reuse, or any modification of the Documents, without written verification, completion, or adaptation by Consultant, as appropriate for the specific purpose intended, will be at Client’s sole risk and without liability or legal exposure to Consultant or to its officers, directors, members, partners, agents, employees, and consultants; 3) Client shall indemnify and hold harmless Consultant and its officers, directors, members, partners, agents, employees, and consultants from all claims, damages, losses, and expenses, including attorneys’ fees, arising out of or resulting from any use, reuse, or modification of the Documents without written verification, completion, or adaptation by Consultant; and 4) such limited license to Client shall not create any rights in third parties. B. Electronic Transmittal: Consultant may, upon Client’s request and upon Consultant’s receipt of disclaimers or other agreements required by Consultant, provide or grant access to Documents to Client’s agents, representatives, or third parties (“Recipients”). No warranty, either expressed or implied, is made by Consultant to Recipients regarding the accuracy or reliability of these documents. Consultant reserves the right to revise, update and improve its electronically stored documents without notice and assumes no responsibility for any damages which may arise as a result of the intended and continued use of this information by Consultant. Use of the Documents by Recipients is subject to the following limitations: 1) Recipients agree to verify the data and to ascertain its accuracy for the intended use; 2) Consultant assumes no responsibility for damages caused by the installation or use of Documents; and 3) Consultant makes no representations as to compatibility, usability, or readability of the Documents resulting from the Recipient’s use of software application packages, operating systems, or computer hardware differing from those used in the drafting or transmittal of the Documents. 8.01 Resolution of Disputes; Governing Law A. If the parties fail to resolve a dispute through negotiated reconciliation by senior executives of the parties, Consultant and Client agree that they shall first submit all unsettled claims, counterclaims, disputes, and other matters in question between them, arising out of or relating to this Agreement or the breach thereof (collectively “Disputes”), to mediation conducted by a mutually-agreeable mediator. Client and Consultant agree to participate in the mediation process in good faith. The process shall be conducted on a confidential basis and shall be completed within one hundred twenty (120) days. If such mediation is unsuccessful in resolving a Dispute, then (a) the parties may mutually agree to a dispute resolution of their choice, or (b) either party may seek to have the Dispute resolved by a court of competent jurisdiction. B. This Agreement is to be governed by the law of the state in which the Project is located. In the event of any litigation between the parties, it is agreed and stipulated that the case shall be heard and decided by the court, without a jury. 9.01 Other Agreements A. Neither party shall be held responsible for any delay or failure in performance caused by fire, flood, explosion, war, strike, embargo, government requirement, civil or military authority, acts of God, act or omission of third- parties, vandalism, or other similar causes that are beyond its control. Client’s failure to compensate Consultant as required in this Agreement shall not be subject to this Paragraph 9.01.A. B. If any provision of this Agreement is held to be void, illegal or unenforceable, then (a) it is severed and the rest of this Agreement remains in force, and (b) the parties will replace the provision with one that is in accordance with applicable law and as close as possible to the parties’ original intent. C. All section and article headings herein are for convenience of reference only and are not part of this Agreement, and no construction or inference shall be derived therefrom. Wherever required by the context, any gender or neuter shall include the other gender or neuter, the singular shall include the plural, and the Ardurra Group, Inc. Professional Services Agreement Rev 4.1.2024 Page | 6 plural shall include the singular. Each defined term herein shall be used in its singular or plural form whether or not so defined. D. Nothing contained in this Agreement shall crate a contractual relationship with, or a cause of action in favor of, a third party against either party hereto. Consultant’s Services under this Agreement are on behalf of and solely for the benefit and exclusive use of the Client for the limited purposes of this Agreement and no person or other. The Client agrees that in the event of a dispute regarding this Agreement or the Services rendered by Consultant hereunder, the Client shall only seek recourse against Consultant and hereby expressly waives any and all right to purse a claim against Consultant’s individual officers, directors, or employees. E. Termination of this Agreement for any reason whatsoever shall not affect any right or obligation of any Party which is accrued or vested prior to such termination, and any provision of this Agreement relating to any such right or obligation shall be deemed to survive the termination of this Agreement. The indemnities, audit rights, representations, warranties, covenants, guarantees, confidentiality obligations, insurance requirements, and intellectual property rights provisions set forth herein shall survive termination or expiration of this Agreement, in addition to any other provisions which by their nature should, or by their express terms do, survive or extend beyond termination or expiration of this Agreement. F. This Agreement (including any expressly incorporated attachments), constitutes the entire agreement between Client and Consultant and supersedes all prior written or oral understandings. This Agreement may only be amended, supplemented, modified, or canceled by a duly and mutually executed written instrument. The parties acknowledge that each party and, if it so chooses, its counsel, have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. [signatures to this Agreement on the following page] ARDURRA IN WITNESS WHEREOF, the parties voluntarily and knowingly execute and agree to bind the parties to the terms of this Agreement. Consultant: Ardurra Group, Inc. Signature Name Title CLIENT: of RexbuVID" Signatur Name Na Title CLIENT: Madison County, ID Signature Name Title Ardurra Group, Inc. Professional Services Agreement Rev 4.1.2024 Page 17 APPENDIX A – SCOPE OF WORK / FEE ESTIMATE LABOR CLASSIFICATION LABOR RATE $94.09 $74.34 $71.41 $59.12 $37.74 $44.86 $32.20 $61.68 $58.97 $31.37 $30.29 Hours Total Labor Ardurra Expenses Sub Consultant Fees Task Task Description Task 1 ADMINISTRATION 1.1 Scope and Fee Negotiation 1.1.1 Pre-Scoping Meetings 1 8 8 8 0 2 0 0 0 2 2 31 $1,946.09 1.1.2 Prepare Scope of Work 2 30 23 10 16 8 4 2 2 6 6 109 $6,354.79 1.1.3 Independent Fee Estimate (IFE)1 8 4 0 0 0 0 0 0 0 4 17 $1,095.61 1.1.4 Prepare Proposed Fee 1 8 8 0 0 0 0 2 2 8 4 33 $1,873.51 1.2 Project Coordination and Management 2 18 16 10 0 17 8 4 8 13 15 111 $5,860.92 13,680.00$ 1.3 Grant Administration 1.3.1 Prepare FAA Grant Application 0 2 14 0 0 0 0 0 0 6 8 30 $1,578.96 1.3.2 Quarterly/Annual Performance Reports 0 4 6 0 6 8 0 0 0 6 4 34 $1,620.52 1.3.3 FAA Grant Coordination 1 4 6 0 0 0 0 0 0 6 6 23 $1,189.87 1.3.4 Coordination with ITD 1 4 6 0 0 4 0 0 0 8 2 25 $1,310.89 1.4 DBE Reporting 1.4.1 DBE Reporting 0 2 4 0 4 8 0 0 0 8 4 30 $1,316.28 1.5 Final Reporting 1.5.1 General Project Closeout 1 4 4 0 6 4 0 2 8 8 0 37 $1,929.05 1.5.2 Closeout Documentation Support 0 4 2 4 4 2 0 0 0 6 0 22 $1,105.56 1.5.3 Project Records 0 2 0 4 4 4 0 0 0 4 4 22 $962.20 Task Budget:10 98 101 36 40 57 12 10 20 81 59 524 $28,144.25 13,680.00$ Task 2 STAKEHOLDER ENGAGEMENT 2.1 Stakeholder List and Initial Scoping Letters 2 8 6 4 4 0 0 0 0 2 4 30 $1,782.70 1,417.24$ 3,355.00$ 2.2 Press Release 2 20 5 2 10 4 16 0 0 8 4 71 $3,594.43 5,850.00$ 2.4 BLM Coordination 2 94 94 90 0 0 0 0 0 24 4 308 $20,083.52 3,332.00$ 7,125.00$ 2.5 BLM Memorandum of Understanding (MOU)2 8 4 8 4 4 0 0 0 0 2 32 $1,932.48 Task Budget:8 130 109 104 18 8 16 0 0 34 14 441 $27,393.13 4,749.24$ 16,330.00$ Task 3 SAGE GROUSE MITIGATION SITE (SGMS) 3.1 Baseline Habitat Assessment - Impact Analysis 2 50 2 60 20 0 24 0 0 4 2 164 $9,308.86 3,332.00$ 17,810.00$ 3.2 Baseline Habitat Assessment - Sage Grouse Mitigation Site 2 150 8 150 90 0 72 0 0 12 6 490 $27,051.64 6,874.00$ 35,000.00$ 3.3 Analysis of SGM's / Identification of Preferred SGMS 2 40 4 40 24 4 20 0 0 0 2 136 $7,602.00 3.4 BLM/Coordination 3 40 10 50 0 0 0 0 0 0 0 103 $6,925.97 3.5 Land Value Opinion 1 16 6 4 4 4 4 0 0 0 0 39 $2,407.67 Task Budget:10 296 30 304 138 8 120 0 0 16 10 932 $53,296.14 10,206.00$ 52,810.00$ TOTAL DIRECT LABOR, ALL TASKS 28 524 240 444 196 73 148 10 20 131 83 1897 $108,833.52 14,955.24$ 82,820.00$ Consultant Team Expenses Miles RT Unit cost Unit Expense ____ Airfare Flights (Flights estimated at $600) N/A 600.00$ $/flight 4,800.00$ ____ Vehicle Trips (@ 600 RT Miles ea @ $0.67). 600 0.67$ $/mile 4,422.00$ ____ Hotel nights- (Estimated at $107 per night) N/A 107.00$ $/Night 2,782.00$ ____ Per Diem Days (Set @ $59 per day) N/A 59.00$ $/Day 1,534.00$ Other expenses (postage and printing). N/A 1,405.72$ 14,943.72$ Total Direct Labor Fee $108,833.52 Total Overhead Fee $183,145.05 Total Fixed Fee $58,395.71 Total Sub Consultant Expenses $82,820.00 Work Order Fee Total 448,138.00$ FEE ESTIMATE REXBURG - MADISON COUNTY AIRPORT Survey Manager GIS/ALP ManagerBiologistEnviromental Planner Project Coordinator EIT/CADD Tech ENVIRONMENTAL STUDIES (PHASE I) - AIRPORT RELOCATION PROJECT DATED: October 15, 2024 TOTAL EXPENSES Admin.Principal Env. Project Manager Senior Engineer / Project Manager Project Engineer 8 11 26 26 Airfare/Trips/Days/Nights APPENDIX B – FEDERAL CONTRACT PROVISIONS ATTACHMENT B – FEDERAL CONTRACT PROVISIONS The following are federally mandated contract provisions provided and required by the Federal Aviation Administration (FAA). Provisions available here; Procurement and Contracting Under AIP – Federal Contract Provisions (faa.gov), are dated May 24, 2023. These provisions are included, as it is anticipated federal funds will be used for Project(s) covered by this agreement. A1 ACCESS TO RECORDS AND REPORTS The Contractor must maintain an acceptable cost accounting system. The Contractor agrees to provide the Owner, the Federal Aviation Administration and the Comptroller General of the United States or any of their duly authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to the specific contract for the purpose of making audit, examination, excerpts and transcriptions. The Contractor agrees to maintain all books, records and reports required under this contract for a period of not less than three years after final payment is made and all pending matters are closed A2 NOT REQUIRED A3 BREACH OF CONTRACT TERMS Any violation or breach of terms of this contract on the part of the Consultant or its subcontractors may result in the suspension or termination of this contract or such other action that may be necessary to enforce the rights of the parties of this agreement. Owner will provide Consultant written notice that describes the nature of the breach and corrective actions the Consultant must undertake in order to avoid termination of the contract. Owner reserves the right to withhold payments to Contractor until such time the Contractor corrects the breach or the Owner elects to terminate the contract. The Owner’s notice will identify a specific date by which the Consultant must correct the breach. Owner may proceed with termination of the contract if the Consultant fails to correct the breach by the deadline indicated in the Owner’s notice. The duties and obligations imposed by the Contract Documents and the rights and remedies available thereunder are in addition to, and not a limitation of, any duties, obligations, rights and remedies otherwise imposed or available by law. A4 NOT REQUIRED A5 CIVIL RIGHTS – GENERAL The Contractor agrees to comply with pertinent statutes, Executive Orders and such rules identified in Title VI List of Pertinent Nondiscrimination Acts and Authorities to ensure that no person shall, on the grounds of race, color, national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance. This provision is in addition to that required by Title VI of the Civil Rights Act of 1964. The above provision binds the Contractor and subcontractors from the bid solicitation period through the completion of the contract. A6 CIVIL RIGHTS – TITLE VI ASSURANCE Compliance with Nondiscrimination Requirements: During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “Contractor”), agrees as follows: 1. Compliance with Regulations: The Contractor (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Nondiscrimination: The Contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin (including limited English proficiency), creed, sex (including sexual orientation and gender identity), age, or disability in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Contractor will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR part 21. 3. Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Contractor of the contractor’s obligations under this contract and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin. 4. Information and Reports: The Contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Contractor will so certify to the sponsor or the Federal Aviation Administration, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a Contractor’s noncompliance with the non- discrimination provisions of this contract, the sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to: a. Withholding payments to the Contractor under the contract until the Contractor complies; and/or b. Cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The Contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto. The Contractor will take action with respect to any subcontract or procurement as the sponsor or the Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Contractor may request the sponsor to enter into any litigation to protect the interests of the sponsor. In addition, the Contractor may request the United States to enter into the litigation to protect the interests of the United States. Title VI List of Pertinent Nondiscrimination Acts and Authorities During the performance of this contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “Contractor”) agrees to comply with the following non-discrimination statutes and authorities; including but not limited to:  Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin);  49 CFR part 21 (Non-discrimination in Federally-assisted programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964);  The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 USC § 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);  Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended (prohibits discrimination on the basis of disability); and 49 CFR part 27;  The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits discrimination on the basis of age);  Airport and Airway Improvement Act of 1982 (49 USC § 471, Section 47123), as amended (prohibits discrimination based on race, creed, color, national origin, or sex);  The Civil Rights Restoration Act of 1987 (PL 100-209) (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not);  Titles II and III of the Americans with Disabilities Act of 1990, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 USC §§ 12131 – 12189) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38;  The Federal Aviation Administration’s Nondiscrimination statute (49 USC § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);  Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures nondiscrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations;  Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs [70 Fed. Reg. at 74087(2005)];  Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 USC 1681 et seq). A7 CLEAN AIR AND WATER POLLUTION CONTROL Contractor agrees to comply with all applicable standards, orders, and regulations issued pursuant to the Clean Air Act (42 USC §§ 7401-7671q) and the Federal Water Pollution Control Act as amended (33 USC §§ 1251-1387). The Contractor agrees to report any violation to the Owner immediately upon discovery. The Owner assumes responsibility for notifying the Environmental Protection Agency (EPA) and the Federal Aviation Administration. Contractor must include this requirement in all subcontracts that exceeds $150,000. A8 CONTRACT WORKHOURS AND SAFETY STANDARDS ACT REQUIREMENTS 1. Overtime Requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic, including watchmen and guards, in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. 2. Violation; Liability for Unpaid Wages; Liquidated Damages. In the event of any violation of the clause set forth in paragraph (1) of this clause, the Contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this clause, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this clause. 3. Withholding for Unpaid Wages and Liquidated Damages. The Federal Aviation Administration (FAA) or the Owner shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this clause. 4. Subcontractors. The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs (1) through (4) and also a clause requiring the subcontractor to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1) through (4) of this clause. A9 NOT REQUIRED A10 NOT REQUIRED A11 DEBARMENT AND SUSPENSION CERTIFICATION OF OFFERER/BIDDER REGARDING DEBARMENT By submitting a bid/proposal under this solicitation, the bidder or offeror certifies that neither it nor its principals are presently debarred or suspended by any Federal department or agency from participation in this transaction. CERTIFICATION OF LOWER TIER CONTRACTORS REGARDING DEBARMENT The successful bidder, by administering each lower tier subcontract that exceeds $25,000 as a “covered transaction”, must verify each lower tier participant of a “covered transaction” under the project is not presently debarred or otherwise disqualified from participation in this federally assisted project. The successful bidder will accomplish this by: 1. Checking the System for Award Management at website: http://www.sam.gov. 2. Collecting a certification statement similar to the Certification of Offerer /Bidder Regarding Debarment, above. 3. Inserting a clause or condition in the covered transaction with the lower tier contract. If the Federal Aviation Administration later determines that a lower tier participant failed to disclose to a higher tier participant that it was excluded or disqualified at the time it entered the covered transaction, the FAA may pursue any available remedies, including suspension and debarment of the non-compliant participant. A12 DISADVANTAGED BUSINESS ENTERPRISE Contract Assurance (§ 26.13) – The Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Contractor shall carry out applicable requirements of 49 CFR part 26 in the award and administration of Department of Transportation-assisted contracts. Failure by the Contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the Owner deems appropriate, which may include, but is not limited to: 1) Withholding monthly progress payments; 2) Assessing sanctions; 3) Liquidated damages; and/or 4) Disqualifying the Contractor from future bidding as non-responsible. Prompt Payment (§26.29) – The prime contractor agrees to pay each subcontractor under this prime contract for satisfactory performance of its contract no later than 30 days from the receipt of each payment the prime contractor receives from Client. The prime contractor agrees further to return retainage payments to each subcontractor within 30 days after the subcontractor’s work is satisfactorily completed. Any delay or postponement of payment from the above referenced time frame may occur only for good cause following written approval of the Client. This clause applies to both DBE and non-DBE subcontractors. A13 DISTRACTED DRIVING In accordance with Executive Order 13513, “Federal Leadership on Reducing Text Messaging While Driving”, (10/1/2009) and DOT Order 3902.10, “Text Messaging While Driving”, (12/30/2009), the Federal Aviation Administration encourages recipients of Federal grant funds to adopt and enforce safety policies that decrease crashes by distracted drivers, including policies to ban text messaging while driving when performing work related to a grant or subgrant. In support of this initiative, the Owner encourages the Contractor to promote policies and initiatives for its employees and other work personnel that decrease crashes by distracted drivers, including policies that ban text messaging while driving motor vehicles while performing work activities associated with the project. The Contractor must include the substance of this clause in all sub-tier contracts exceeding $10,000 that involve driving a motor vehicle in performance of work activities associated with the project. A14 PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT Contractor and Subcontractor agree to comply with mandatory standards and policies relating to use and procurement of certain telecommunications and video surveillance services or equipment in compliance with the National Defense Authorization Act [Public Law 115-232 § 889(f)(1)]. A15 NOT REQUIRED A16 EQUAL EMPLOYEMENT OPPORTUNITY (EEO) During the performance of this contract, the Contractor agrees as follows: (1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identify, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff, or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. (2) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. (3) The Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the contractor's legal duty to furnish information. (4) The Contractor will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers’ representatives of the Contractor’s commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (7) In the event of the Contractor’s noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance : Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the Contractor may request the United States to enter into such litigation to protect the interests of the United States. A17 FEDERAL FAIR LABOR STANDARDS ACT (FEDERAL MINIMUM WAGE) All contracts and subcontracts that result from this solicitation incorporate by reference the provisions of 29 CFR part 201, the Federal Fair Labor Standards Act (FLSA), with the same force and effect as if given in full text. The FLSA sets minimum wage, overtime pay, recordkeeping, and child labor standards for full and part-time workers. The Consultant has full responsibility to monitor compliance to the referenced statute or regulation. The Consultant must address any claims or disputes that arise from this requirement directly with the U.S. Department of Labor – Wage and Hour Division. A18 LOBBYING AND INFLUENCING FEDERAL EMPLOYEES The Bidder or Offeror certifies by signing and submitting this bid or proposal, 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 Bidder or Offeror, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. A19 NOT REQUIRED A20 OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970 All contracts and subcontracts that result from this solicitation incorporate by reference the requirements of 29 CFR Part 1910 with the same force and effect as if given in full text. The employer must provide a work environment that is free from recognized hazards that may cause death or serious physical harm to the employee. The employer retains full responsibility to monitor its compliance and their subcontractor’s compliance with the applicable requirements of the Occupational Safety and Health Act of 1970 (20 CFR Part 1910). The employer must address any claims or disputes that pertain to a referenced requirement directly with the U.S. Department of Labor – Occupational Safety and Health Administration. A21 NOT REQUIRED A22 NOT REQUIRED A23 SEISMIC SAFETY In the performance of design services, the Consultant agrees to furnish a building design and associated construction specification that conform to a building code standard that provides a level of seismic safety substantially equivalent to standards as established by the National Earthquake Hazards Reduction Program (NEHRP). Local building codes that model their building code after the current version of the International Building Code (IBC) meet the NEHRP equivalency level for seismic safety. At the conclusion of the design services, the Consultant agrees to furnish the Owner a “certification of compliance” that attests conformance of the building design and the construction specifications with the seismic standards of NEHRP or an equivalent building code. A24 TAX DELINQUENCY AND FELONY CONVICTIONS The applicant represents that it is not a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability. The applicant represents that it is not a corporation that was convicted of a criminal violation under any Federal law within the preceding 24 months. A25 TERMINATION OF CONTRACT TERMINATION FOR CONVENIENCE (PROFESSIONAL SERVICES) The Owner may, by written notice to the Consultant, terminate this Agreement for its convenience and without cause or default on the part of Consultant. Upon receipt of the notice of termination, except as explicitly directed by the Owner, the Contractor must immediately discontinue all services affected. Upon termination of the Agreement, the Consultant must deliver to the Owner all data, surveys, models, drawings, specifications, reports, maps, photographs, estimates, summaries, and other documents and materials prepared by the Engineer under this contract, whether complete or partially complete. Owner agrees to make just and equitable compensation to the Consultant for satisfactory work completed up through the date the Consultant receives the termination notice. Compensation will not include anticipated profit on non-performed services. Owner further agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. TERMINATION FOR CAUSE (PROFESSIONAL SERVICES) Either party may terminate this Agreement for cause if the other party fails to fulfill its obligations that are essential to the completion of the work per the terms and conditions of the Agreement. The party initiating the termination action must allow the breaching party an opportunity to dispute or cure the breach. The terminating party must provide the breaching party [7] days advance written notice of its intent to terminate the Agreement. The notice must specify the nature and extent of the breach, the conditions necessary to cure the breach, and the effective date of the termination action. The rights and remedies in this clause are in addition to any other rights and remedies provided by law or under this agreement. a) Termination by Owner: The Owner may terminate this Agreement in whole or in part, for the failure of the Consultant to: 1. Perform the services within the time specified in this contract or by Owner approved extension; 2. Make adequate progress so as to endanger satisfactory performance of the Project; or 3. Fulfill the obligations of the Agreement that are essential to the completion of the Project. Upon receipt of the notice of termination, the Consultant must immediately discontinue all services affected unless the notice directs otherwise. Upon termination of the Agreement, the Consultant must deliver to the Owner all data, surveys, models, drawings, specifications, reports, maps, photographs, estimates, summaries, and other documents and materials prepared by the Engineer under this contract, whether complete or partially complete. Owner agrees to make just and equitable compensation to the Consultant for satisfactory work completed up through the date the Consultant receives the termination notice. Compensation will not include anticipated profit on non-performed services. Owner further agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. If, after finalization of the termination action, the Owner determines the Consultant was not in default of the Agreement, the rights and obligations of the parties shall be the same as if the Owner issued the termination for the convenience of the Owner. b) Termination by Consultant: The Consultant may terminate this Agreement in whole or in part, if the Owner: 1. Defaults on its obligations under this Agreement; 2. Fails to make payment to the Consultant in accordance with the terms of this Agreement; 3. Suspends the Project for more than [180] days due to reasons beyond the control of the Consultant. Upon receipt of a notice of termination from the Consultant, Owner agrees to cooperate with Consultant for the purpose of terminating the agreement or portion thereof, by mutual consent. If Owner and Consultant cannot reach mutual agreement on the termination settlement, the Consultant may, without prejudice to any rights and remedies it may have, proceed with terminating all or parts of this Agreement based upon the Owner’s breach of the contract. In the event of termination due to Owner breach, the Engineer is entitled to invoice Owner and to receive full payment for all services performed or furnished in accordance with this Agreement and all justified reimbursable expenses incurred by the Consultant through the effective date of termination action. Owner agrees to hold Consultant harmless for errors or omissions in documents that are incomplete as a result of the termination action under this clause. A26 TRADE RESTRICTION CERTIFICATION By submission of an offer, the Offeror certifies that with respect to this solicitation and any resultant contract, the Offeror – 1) is not owned or controlled by one or more citizens of a foreign country included in the list of countries that discriminate against U.S. firms as published by the Office of the United States Trade Representative (USTR); 2) has not knowingly entered into any contract or subcontract for this project with a person that is a citizen or national of a foreign country included on the list of countries that discriminate against U.S. firms as published by the USTR; and 3) has not entered into any subcontract for any product to be used on the Federal project that is produced in a foreign country included on the list of countries that discriminate against U.S. firms published by the USTR. This certification concerns a matter within the jurisdiction of an agency of the United States of America and the making of a false, fictitious, or fraudulent certification may render the maker subject to prosecution under Title 18 USC Section 1001. The Offeror/Contractor must provide immediate written notice to the Owner if the Offeror/Contractor learns that its certification or that of a subcontractor was erroneous when submitted or has become erroneous by reason of changed circumstances. The Contractor must require subcontractors provide immediate written notice to the Contractor if at any time it learns that its certification was erroneous by reason of changed circumstances. Unless the restrictions of this clause are waived by the Secretary of Transportation in accordance with 49 CFR 30.17, no contract shall be awarded to an Offeror or subcontractor: 1) who is owned or controlled by one or more citizens or nationals of a foreign country included on the list of countries that discriminate against U.S. firms published by the USTR or 2) whose subcontractors are owned or controlled by one or more citizens or nationals of a foreign country on such USTR list or 3) who incorporates in the public works project any product of a foreign country on such USTR list. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by this provision. The knowledge and information of a contractor is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. The Offeror agrees that, if awarded a contract resulting from this solicitation, it will incorporate this provision for certification without modification in all lower tier subcontracts. The Contractor may rely on the certification of a prospective subcontractor that it is not a firm from a foreign country included on the list of countries that discriminate against U.S. firms as published by USTR, unless the Offeror has knowledge that the certification is erroneous. This certification is a material representation of fact upon which reliance was placed when making an award. If it is later determined that the Contractor or subcontractor knowingly rendered an erroneous certification, the Federal Aviation Administration (FAA) may direct through the Owner cancellation of the contract or subcontract for default at no cost to the Owner or the FAA. A27 VETERAN’S PREFERENCE In the employment of labor (excluding executive, administrative, and supervisory positions), the Contractor and all sub-tier contractors must give preference to covered veterans as defined within Title 49 United States Code Section 47112. Covered veterans include Vietnam-era veterans, Persian Gulf veterans, Afghanistan- Iraq war veterans, disabled veterans, and small business concerns (as defined by 15 USC 632) owned and controlled by disabled veterans. This preference only applies when there are covered veterans readily available and qualified to perform the work to which the employment relates. A28 DOMESTIC PREFERENCES FOR PROCUREMENTS CERTIFICATION REGARDING DOMESTIC PREFERENCES FOR PROCUREMENTS The Bidder or Offeror certifies by signing and submitting this bid or proposal that, to the greatest extent practicable, the Bidder or Offeror has provided a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including, but not limited to, iron, aluminum, steel, cement, and other manufactured products) in compliance with 2 CFR § 200.322.