1335 Core ConstructionPURCHASING DEPARTMENT
TRANSMITTAL MEMORANDUM
To: Ma O ce an City Clerk
RE: Core Construction Group Inc Executed Contract IFB 09/10 -25
The item(s) noted below is /are attached and forwarded to your office for the following action(s):
Development Order
Final Plat (original mylars)
Letter of Credit
Maintenance Bond
Ordinance
Performance Bond
Resolution
Once completed, please:
Return original
❑ Return copy
Special Instructions:
from both
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Mayor's signature
Recording
Rendering
Safe keeping (Vault)
Payment Bond
City Clerk Signature
Please advise if you have any questions regarding the above.
Th nk you!
From
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TADept_forms \City Clerk Transmittal Memo - 2009.doc
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DOCUMENT APPROVAL
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Contract/Agreement Name: Core Construction Group Executed Contract /D
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Agreement With Core Construction Group, Inc., n,
For Concrete Construction and Repair (IFB 09/10 -25) LO
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This Agreement is made and entered into on the dates set forth below by and between the:,
City of Sanford, whose address is 300 North Park Avenue; Sanford, Florida 32771; a municipal
corporation of the State of Florida, holding tax exempt status, hereinafter referred to as the
"City," and Core Construction Group, Inc., whose address is 1126 South Division Avenue, Suite
C, Orlando, Florida 32805, a Florida corporation, authorized to do business in the State of
Florida, sometimeshereinafter referred to as the "Contractor ". The City and the Contractor are
collectively referred to herein as the "parties ".
Witnesseth:
Whereas, the City desires to retain the Contractor for the work identified in various Work
Orders for various and diverse projects of the City relative to concrete construction and /or repair;
and
Whereas, the Contractor hereby warrants and represents to the City that it is competent
and otherwise able to provide professional and high quality services to the City; and
Whereas, the Contractor hereby warrants and represents to the City that it is ready,
willing and able to provide for projects relating to the provision of concrete and similar
construction activities to include, but not be limited to, the repair of concrete and to meet the
needs and requirements of the City with regard to those matters and related work; and
Whereas, the references to the provisions of services to the City to the City shall include
to provision of goods and the term "Work Order" shall include the term "Purchase Order" herein;
and
Whereas, this Agreement is not subject to the provisions of the Consultants Copetitive
Negotiations Act,
Now, Therefore, in consideration of the mutual covenants and agreements hereinafter
contained and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, it is agreed by and between the parties hereto as follows:
Section 1: Definitions.
Ad valorem - In proportion to the estimated value of the goods taxed.
Agreement — This document and all subsequent work orders or related contractual documents
between the City and Contractor.
Billing Period — The period of time between project commencement to the close of the current
period, (inclusive); or from the close of the previous billing period, (exclusive), to the close of the
current period, usually concurrent with the month. In no case shall this period be less than one
1 1 Page
calendar month except for the final Billing Period.
Bona Fide - Made or carried out in good faith; sincere.
City — The City of Sanford, a municipal corporation of the State of Florida holding tax exempt
status.
Contractor - To include all principals of the Contractor including, but not limited to, full and part
time employees, professional or otherwise, and all other agents employed by or for Contractor to
perform its obligations hereunder.
Description of Services - Shall be written in paragraph form resonably describing those
services the City can expect the Contractor to provide. The description shall be written in such a
manner that the type of service is clearly provided, but broad enough that all services reasonably
expected of the Contractor, including services provided by partners, subcontractors, and other
supporting professionals, can be provided to the City.
Designated Representative — A person who administers, reviews, and coordinates the
provision of services. This definition applies equally to the City and to the Contractor.
Force Maieure - Force Majeure shall include, but not be limited to, hostility, revolution, civil
commotion, strike, epidemic, fire, flood, wind, earthquake, explosion, any law, proclamation,
regulation, or ordinance or other act of government, or any act of God or any cause whether of
the same or different nature, existing or future; provided that the cause whether or not
enumerated in this Agreement is beyond the control and without the fault or negligence of the
party seeking relief under this Agreement. In the context of this Agreement, force majeure shall
not prevent the Contractor from perfroming , or provide an execuse for non - performance, if those
matters relate to the hurricane or similar storm or event to which the services of the Contractor
are to relate in the first instance,
Law - Said phrase shall include statutes, codes, rules, and regulations of whatsoever type or
nature enacted or adopted by a governmental entity of competent jurisdiction.
Pad Materia — of the same matter; on the same subject. Laws pari materia must be construed
with reference to each other /together when related to the same matter or subject. The provisions
of a contract/agreement are to be construed together with no isolated construction of a particular
provision such that it would defeat the overall intent of the contract/agreement.
Submittals — Any item required by this Agreement that the Contractor must provide the City
either for inclusion as part of this Agreement or not.
Work Order - A detailed description of quantities, services, and a completion schedule provided
on a City prescribed form describing all work associated with the service to be provided by the
Contractor to the City for an agreed price referencing this agreement by title and date.
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Section 2: Captions /Findings.
The Section headings and captions of this Agreement are for convenience and reference only
and in no way define, limit, describe the scope or intent of this Agreement or any part thereof, or
in any way affect this Agreement or construe any provision of this Agreement.
Section 3: Extent Of Agreement/Integration /Amendment.
(a) This Agreement, together with the exhibits, constitute the entire integrated
Agreement between the City and the Contractor and supersedes all prior written or
oral understandings in connection therewith. This Agreement, and all the terms
and provisions contained herein, including without limitation the exhibits,
regardless as to whether they are attached, constitute the full and complete
agreement between the parties hereto to the date hereof, and supersedes and
controls over any and all prior agreements, understandings, representations,
correspondence, and statements, whether written or oral. The provisions of City
IFB 09/10 -25 and the Contractor's response and submissions thereto are exhibits
to this Agreement and are deemed to be set forth herein as if fully set forth herein
verbatim.
(b) This Agreement may only be amended, supplemented, or modified by a formal
written amendment.
(c) Any alterations, amendments, deletions, or waivers of the provisions of this
Agreement shall be valid only when expressed in writing and duly signed by the
parties.
Section 4: No General City Obligation.
(a) In no event shall any obligation of the City under this Agreement be or constitute a
general obligation or indebtedness of the City, a pledge of the ad valorem taxing
power of the City or a general obligation or indebtedness of the City within the
meaning of the Constitution of the State of Florida or any other applicable laws, but
shall be payable solely from legally available revenues and funds.
(b) The Contractor shall not have the right to compel the exercise of the ad valorem
taxing power of the City. The Contractor shall not have the right to compel the City
to submit any grant application or any application for approval to any entity
regardless of whether public or private.
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Section 5: Contractor Understanding Of Services Required.
(a) Execution of this Agreement by the Contractor is a representation that the
Contractor is familiar with local conditions and with the services to be performed.
The Contractor shall make no claim for additional time or money based upon its
failure to comply with this Agreement. The Contractor has informed the City, and
hereby represents to the City, that it has extensive experience in performing and
providing the services and /or goods described in this Agreement and to be
identified in the Work Orders, and that it is well acquainted with the components
that are properly and customarily included within such projects and the
requirements of laws, ordinances, rules, regulations, or orders of any public
authority or licensing entity having jurisdiction over City projects. Execution of a
Work Order shall be an affirmative and irrefutable representation by the Contractor
to the City that the Contractor is fully familiar with any and all requisite work
conditions of the provisions of the services. The Contractor represents that all
submissions to the City are true and correct and that the Contractor has, and shall
maintain, the expertise and ability to provide services to the City as needed and as
outlined in the documents incorporated herein.
(b) The recitals herein are true and correct and form and constitute a material part of
this Agreement upon which the parties have relied.
(c) It is agreed that nothing herein contained is intended or should be construed as in
any manner creating or establishing a relationship of co- partners between the
parties, or as constituting the Contractor (including, but not limited to, its officers,
employees, and agents) the agent, representative, or employee of the City for any
purpose, or in any manner, whatsoever. The Contractor is to be and shall remain
forever an independent contractor with respect to all services performed under this
Agreement.
(d) Persons employed by the Contractor in the provision and performance of the
services and functions pursuant to this Agreement shall have no claim to pension,
workers' compensation, unemployment compensation, civil service or other
employee rights or privileges granted to the City's officers and employees either by
operation of law or by the City.
Section 6: General Provisions.
(a) Each party hereto represents to the other that it has undertaken all necessary
actions to execute this Agreement, and that it has the legal authority to enter into
this Agreement, and to undertake all obligations imposed on it. The persons
executing this Agreement for the Contractor certify that they are authorized to bind
the Contractor fully to the terms of this Agreement.
(b) This Agreement is for projects relating to the provision of concrete and similar
construction activities to include, but not be limited to, the repair of concrete and to
meet the needs and requirements of the City with regard to those matters and
related work as needed to support the City's operations, programs and projects as
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set forth herein and as otherwise directed by the City to include any and all matters
that are set forth in the documents that have been incorporated herein relating to
City IFB 09/10 -25.
(c) The Contractor acknowledges that the City may retain other Contractors to provide
the same types of services for City projects. The City reserves the right to select
which contractor shall provide services for City projects.
(d) The Contractor acknowledges that the City has retained other contractors and the
coordination between said contractors and the Contractor may be necessary from
time -to -time for the successful completion of each Work Order. The Contractor
agrees to provide such coordination as necessary within the Scope of Services of
each Work Order.
(e) The Contractor agrees to provide and ensure coordination between goods/
services providers.
(f) Time is of the essence of the lawful performance of the duties and obligations
contained in this Agreement to include, but not be limited to, each Work Order.
The parties covenant and agree that they shall diligently and expeditiously pursue
their respective obligations set forth in this Agreement and each Work Order.
(g) Contractor will maintain an adequate and competent staff or professionally
qualified persons throughout the performance of this Agreement to ensure
acceptable and timely completion of each Work Order.
(h) Requirements for signing and sealing plans, reports, and documents prepared by
the Contractor shall be governed by the laws and regulations of Seminole County
and State and Federal regulatory agencies.
(i) The Contractor hereby guarantees the City that all material, supplies, services, and
equipment as listed on a Purchase Order meet the requirements, specifications,
and standards as provided for under the Federal Occupations Safety and Health
Act of 1970, as from time -to -time amended and in force on the date hereof.
Q) No claim for services furnished by the Contractor not specifically provided for
herein shall be honored by the City.
Section 7: Codes And Design Standards.
(a) All the services to be provided or performed by the Contractor shall in the minimum
be in conformance with commonly accepted industry and professional codes and
standards, standards of the City, and the laws of any Federal, State, or local
regulatory agencies.
(b) The Contractor shall be responsible for keeping apprised of any changing laws
applicable to the services to be performed under this Agreement.
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Section 8: Subcontractors.
(a) Any Contractor proposed subcontractors shall be submitted to the City for written
approval prior to the Contractor entering into a subcontract. Subcontractor
information shall include, but not be limited to, State registrations, business
address, local business tax proof of payment, and insurance certifications.
(b) The Contractor shall coordinate the provision of services and work product of any
City approved subcontractor and remain fully responsible for such services and
work under the terms of this Agreement.
(c) Any subcontract shall be in writing and shall incorporate this Agreement and
require the subcontractors to assume performance of the Contractor duties
commensurately with the Contractor's duties to the City under this Agreement, it
being understood that nothing herein shall in any way relieve the Contractor from
any of its duties under this Agreement. The Contractor shall provide the City with
executed copies of all subcontracts.
Section 9: Assignability.
The Contractor shall not sublet, assign, or transfer any interest in this Agreement, or claims for
the money due or to become due out of this Agreement to a bank, trust company, or other
financial institution without written City approval. When approved by the City, written notice of
such assignment or transfer shall be furnished promptly to the City.
Section 10: Commencement/implementation Schedule Of Agreement.
(a) The Contractor shall commence the provision of services as described in this
Agreement immediately upon execution of this Agreement and execution of a
Work Order. The City may seek other firms to provide the same services.
(b) The Contractor and the City agree to make every effort to adhere to the schedules
established for the various Work Orders as described in each Work Order.
However, if the Contractor is delayed at any time in the provision of services by
any act or omission of the City, or of any employee of the City, or by any other
Contractor employed by the City, or by changes ordered by the City, or by strikes,
lock outs, fire, unusual delay in transportation, unavoidable casualties, or any other
allowable cause of force majeure, as may be permitted under this Agreement, and
not resulting from the inactions or actions of the Contractor and beyond the
Contractor's control which would not reasonably be expected to occur in
connection with or during performance or provision of the services, or by delay
authorized by the City pending a decision, or by any cause which the City shall
decide to justify the delay, the time of completion shall be extended for such
reasonable time as the City may decide in its sole and absolute discretion. It is
further expressly understood and agreed that the Contractor shall not be entitled to
any damages or compensation, or be reimbursed for any losses on account of any
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delay or delays resulting from any of the aforesaid causes or any other cause
whatsoever.
Section 11: Length Of Agreement.
(a) Unless terminated, this Agreement shall be in effect until December 31, 2011 and
shall automatically renew, thereafter, for two one -year periods unless action to
terminate this Agreement is taken by a party consistent with the provisions of this
Agreement.
(b) Should the City wish to not have this Agreement automatically renewed, the City
shall provide written notice to the Contractor thirty days prior to the automatic
renewal subject; however, to the completion of all pending Work Orders.
Section 12: Description Of Services.
(a). The Contractor agrees to perform concrete construction and /or repair in
accordance with Work Orders and other directions consistent with this Agreement
issued by the City to the Contractor from time -to -time. The Contractor shall
provide to the City all labor, services, equipment, materials, and supplies
necessary to accomplish the provision of the services set forth herein.
(b) Generally, the Contractor shall provide to and for the benefit of the City projects
relating to the provision of concrete and similar construction activities to include,
but not be limited to, the repair of concrete and to meet the needs and
requirements of the City with regard to those matters and related work.
Section 13: Contractor Responsibilities.
(a) The Contractor shall be responsible for the professional quality, accepted
standards, technical accuracy and the coordination of all services furnished by the
Contractor under this Agreement as well as the conduct of its staff, personnel,
employees, and agents. The Contractor shall work closely with the City on all
aspects of the provision of the services. With respect to services, the Contractor
shall be responsible for the quality, technical accuracy, competence, methodology,
accuracy, and the coordination of all of the following which are listed for illustration
purposes and not as a limitation: documents, analysis, reports, data, plans, plats,
maps, surveys, specifications, and any and all other services of whatever type or
nature furnished by the Contractor under this Agreement. The Contractor shall,
without additional compensation, correct or revise any errors or deficiencies in its
plans, analysis, data, reports, designs, drawings, specifications, and any and all
other services of whatever type or nature.
(c) The Contractor shall furnish a Contractor Designated Representative to administer,
review, and coordinate the provision of services under each Work Order as well as
the services required by the City as a general matter.
(d) Neither City review, approval, or acceptance of, nor payment for, any of the
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services required under this Agreement shall be construed to operate as a waiver
of any rights or of any cause of action arising out of the performance of this
Agreement. The Contractor shall be and shall remain liable to the City in
accordance with applicable law for all damages to the City caused by the
Contractor's negligent or improper performance or failure to perform any of the
services furnished under this Agreement.
(d) The rights and remedies of the Contractor provided for under this Agreement, are
in addition to any other rights and remedies provided by law.
(e) In the event the Contractor fails to comply with the terms and conditions of this
Agreement, the City shall notify the Contractor's Designated Representative in
writing so that the Contractor may take remedial action.
(e) Time is of the essence in the performance of all services provided by the
Contractor under the terms of this Agreement and each and every Work Order.
Section 14: City Rights And Responsibilities.
(a) The City shall reasonably cooperate with the Contractor in a timely fashion at no
cost to the Contractor as set forth in this Section.
(b) The City shall furnish a City Designated Representative to administer, review, and
coordinate the provision of services under each Work Order.
(c) The City shall make City personnel available where, in the City's opinion, they are
required and necessary to assist the Contractor. The availability and necessity of
said personnel to assist the Contractor shall be determined solely at the discretion
of the City.
(d) The City shall furnish the Contractor with existing data, records, maps, plans,
specifications, reports, fiscal data, and other engineering information that is
available in the City's files that is necessary or useful to the Contractor for the
performance of the Work. All such documents conveyed by the City shall be, and
remain the property of, the City and shall be returned to the City upon completion
of the Work to be performed by the Contractor.
(e) The City shall, if it so desires, examine all Contractor reports, sketches, drawing,
estimates, proposals, and other documents presented to the City and indicate the
City's approval or disapproval within a reasonable time so as not to materially
delay the provisions of the services of the Contractor.
(f) The City shall provide access to and make provisions for the Contractor to enter
upon public and private lands as required for the Contractor within a reasonable
time to perform work as necessary to complete the Work Order.
(g) The City shall transmit instructions, relevant information, and provide interpretation
and definition of City policies and decisions with respect to any and all materials
MUMT
and other matters pertinent to the services covered by this Agreement.
(h) The City shall give written notice to the Contractor whenever the City's Designated
Representative knows of a development that affects the services provided and
performed under this Agreement, timing of the Contractor's provision of services,
or a defect or change necessary in the services of the Contractor.
(i) The rights and remedies of the City provided for under this Agreement are in
addition to any other rights and remedies provided by law; the City may assert its
right of recovery by any appropriate means including, but not limited to, set -off,
suit, withholding, recoupment, or counterclaim, either during or after performance
of this Agreement.
(j) The City shall be entitled to recover any and all legal costs including, but not
limited to, attorney fees and other legal costs that it may incur in any legal actions
it may pursue in the enforcement of the terms and conditions of this Agreement or
the responsibilities of the Contractor in carrying out the duties and responsibilities
deriving from this Agreement.
(k) The failure of the City to insist in any instance upon the strict performance of any
provision of this Agreement, or to exercise any right or privilege granted to the City
hereunder shall not constitute or be construed as a waiver of any such provision or
right and the same shall continue in force.
(1) Neither the City's review, approval or acceptance of, nor payment for, any of the
services required shall be construed to operate as a waiver of any rights under this
Agreement nor or any cause of action arising out of the performance of this
Agreement and the Contractor shall be and always remain liable to the City in
accordance with applicable law for any and all damages to the City caused by the
Contractor's negligent or wrongful provision or performance of any of the services
furnished under this Agreement.
(m) All deliverable analysis, reference data, survey data, plans and reports, or any
other form of written instrument or document that may result from the Consutant's
services or have been created during the course of the Contractor's performance
under this Agreement shall become the property of the City after final payment is
made to the Contractor.
(n) In the event the City fails to comply with the terms and conditions of this
Agreement, the Contractor shall notify the City's Designated Representative in
writing so that the City may take remedial action.
Section 15: Waiver.
The failure of the City to insist in any instance upon the strict performance of any provision of this
Agreement, or to exercise any right or privilege granted to the City hereunder, shall not constitute
or be construed as a waiver of any such provision or right and the same shall continue in force.
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Section 16: Force Majeure.
Neither party shall be considered in default in performance of its obligations hereunder to the
extent that performance of such obligations, or any of them, is delayed or prevented by force
majeure. The principle of force majeure is limited in this Agreement as otherwise noted in this
Agreement.
Section 17: Standards Of Conduct.
(a) The Contractor warrants that it has not employed or retained any company or
person, other than a bona fide employee working solely for the Contractor, to
solicit or secure this Agreement and that the Contractor has not paid or agreed to
pay any person, company, corporation, individual, or firm other than a bona fide
employee working solely for the Contractor, any fee, commission, percentage, gift,
or any other consideration, contingent upon or resulting from the award of making
this Agreement.
(b) If the City determines that any employee or representative of the Contractor is not
satisfactorily performing his or her assigned duties or is demonstrating improper
conduct pursuant to any assignment or work performed under this Agreement, the
City shall so notify the Contractor, in writing. The Contractor shall immediately
remove such employee or representative of the Contractor from such assignment.
(c) The Contractor hereby certifies (in this writing) that no undisclosed conflict of
interest exists with respect to the Agreement, including, but not limited to, any
conflicts that may be due to representation of other clients, customers orvendees,
other contractual relationships of the Contractor, or any interest in property that the
Contractor may have. The Contractor further certifies that any conflict of interest
that arises during the term of this Agreement shall be immediately disclosed in
writing to the City. Violation of this Section shall be considered as justification for
immediate termination of this Agreement.
(d) The Contractor shall not engage in any action that would create a conflict of
interest for any City employee or other person during the course of performance of,
or otherwise related to, this Agreement or which would violate or cause others to
violate the provisions of Part III, Chapter 112, Florida Statutes, relating to ethics in
government.
(e) The City will not intentionally award publicly- funded contracts to any Contractor
who knowingly employs unauthorized alien workers, constituting a violation of the
employment provisions contained in 8 U.S.C. Section 1324a(e) Section 274A(e) of
the Immigration and Nationally Act (INA)]. The City shall consider the employment
by the Contractor of unauthorized aliens, a violation of Section 274A (e) of the INA.
Such violation by the Contractor of the employment provisions contained in
Section 274A (e) of the INA shall be grounds for immediate termination of this
Agreement by the City. The Contractor shall maintain an ongoing and thorough
employment practice to ensure that illegal aliens are not employed by the
Contractor.
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(f) The Contractor shall comply with the requirements of the Americans with
Disabilities Act (ADA), and any and all related Federal or State laws which
prohibits discrimination by public and private entities on the basis of disability.
(g) The Contractor shall not discriminate on the grounds of race, color, religion, sex, or
national origin in the performance of work under this Agreement or violate any laws
pertaining to civil rights, equal protection, or discrimination.
(h) If the Contractor or an affiliate is placed on a discriminatory vendor list, such action
may result in termination by the City. The Contractor shall certify, upon request by
the City that it is qualified to submit a bid under Section 287.134 (2) (c), Florida
Statutes, relating to public entity crimes.
(i) If the Contractor or an affiliate is placed on the convicted vendor list following a
conviction for a public entity crime, such action may result in termination by the
City. The Contractor shall certify, upon request by the City, that is qualified to
submit a bid under Section 287.133(2)(a), Florida Statutes, relating to public entity
crimes.
(j) The Contractor shall certify, upon request by the City, that the Contractor
maintains a drug free workplace policy in accordance with Section 287.0878,
Florida Statutes. Failure to submit this certification may result in termination.
(k) The Contractor agrees to comply with Federal, State, and local environmental,
health, and safety laws and regulations applicable to the services provided to the
City. The Contractor agrees that any program or initiative involving the work that
could adversely affect any personnel involved, citizens, residents, users, neighbors
or the surrounding environment will ensure compliance with any and all
employment safety, environmental and health laws.
(1) If applicable, in accordance with Section 216.347, Florida Statutes, the Contractor
shall not use funds provided by this Agreement for the purpose of lobbying the
Legislature, the Judicial Branch, or State agency.
(m) The Contractor shall not publish any documents or release information regarding
this Agreement to the media without prior approval of the City.
(n) The Contractor shall ensure that all services are provided to the City after the
Contractor has obtained, at its sole and exclusive expense, any and all permits,
licenses, permissions, approvals or similar consents.
(o) The Contractor shall ensure that all taxes due from the Contractor are paid in a
timely and complete manner including, but not limited to, the City's local business
tax.
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Section 18: Notices.
(a) Whenever either party desires to give notice unto the other, it must be given by
written notice, sent by registered United States mail, with return receipt requested,
addressed to the party for whom it is intended, at the place last specified, and the
place for giving of notice shall remain such until it shall have been changed by
written notice in compliance with the provisions of this Section.
(b) For the present, the parties designate the following as the representative places for
giving of notice, to -wit:
(1) For the City:
City Manager
300 North Park Avenue
Sanford, Florida 32771
With a copy to:
Purchasing Manager
300 North Park Avenue
Sanford, Florida 32771
(2) For the Contractor
Core Construction Group, Inc.
1126 South Division Avenue, Suite C
Orlando, Florida 32805
(c) Written notice requirements of this Agreement shall be strictly construed and such
requirements are a condition precedent to pursuing any rights or remedies
hereunder. The Contractor agrees not to claim any waiver by City of such notice
requirements based upon City having actual knowledge, implied, verbal or
constructive notice, lack of prejudice, or any other grounds as a substitute for the
failure of the Contractor to comply with the express written notice requirements
herein. Computer notification (e -mails and message boards) shall not constitute
proper written notice under the terms of the Agreement.
Section 19: Designated Representatives.
(a) The City Manager or the Designated Representative represents the City in all
matters pertaining to and arising from the work and the performance of this
Agreement.
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(b) The City Manager or the Designated Representative shall have the following
responsibilities:
(1) Examination of all work and rendering, in writing, decisions indicating the
City's approval or disapproval within a reasonable time so as not to
materially delay the work of the Contractor;
(2) Transmission of instructions, receipt of information, and interpretation and
definition of City's policies and decisions with respect to design, materials,
and other matters pertinent to the work covered by this Agreement;
(3) Giving prompt written notice to the Contractor whenever the City knows of a
defect or change necessary in the project; and
(c) Until further written notice, the City's Designated Representative for this
Agreement is:
Purchasing Manager
City of Sanford
300 North Park Avenue
Sanford, Florida 32771
(d) Until further written notice, the Contractor's Designated Representative for
this Agreement is:
Syed Haider, President
Core Construction Group, Inc.
1126 South Division Avenue, Suite C
Orlando, Florida 32805
Section 20: Work Orders.
(a) The provision of services to be performed under this Agreement may commence
upon the issuance of a Work Order from the City to the Contractor. Each Work
Order shall reference this agreement by title and date, include a detailed
description of quantities, services, and a completion schedule, and will be provided
on Contractor letterhead. Services described in said Work Order will commence
upon the issuance of a City Notice -To- Proceed. After the fact Work Orders may be
issued to document work that is accomplished in truly exigent circumstances, but
the presumption under this Agreement shall be that there is adequate time to
formalize work assignments.
(b) The services required to be performed by a Work Order shall clearly defined, the
Work Order and shall be issued on a "Fixed Fee" basis. The Contractor shall
perform all services required by the Work Order but in no event shall the
Contractor be paid more than the negotiated Fixed Fee amount stated therein.
(c) The Contractor agrees to adhere to the schedules established in the various Work
Orders issued under this Agreement.
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(e) The Contractor may invoice the amount due based on the percentage of total
Work Order services actually performed and completed; but in no event shall
the invoice amount exceed a percentage of the Fixed Fee amount equal to a
percentage of the total services actually completed.
Section 21: Change Orders.
(a) The City may revise the Description of Services set forth in any particular Work
Order.
(b) Revisions to any Work Order shall be authorized in writing by the City as a Change
Order. Each Change Order shall include a schedule of completion for the services
authorized. Change Orders shall identify this Agreement and the appropriate
Work Order number. The Change Orders may contain additional instructions or
provisions specific upon certain aspects of this Agreement pertinent to the services
to be provided. Such supplemental instructions or provisions shall not be
construed as a modification of this Agreement. An Agreement between the parties
on and execution of any Change Order shall constitute a final settlement and a full
accord and satisfaction of all matters relating to the change and to the impact of
the change on unchanged goods and /or work, including all direct and indirect costs
of whatever nature, and all adjustments to the Contractor schedule.
(c) If instructed by the City, the Contractor shall change or revise work that has been
performed, and if such work is not required as a result of error, omission or
negligence of the Contractor, the Contractor may be entitled to additional
compensation. The Contractor must submit for City approval a revised proposal
with a revised fee quotation. Additional compensation, if any, shall be agreed
upon before commencement of any such additional work and shall be incorporated
into the work by Change Order to the Work Order.
Section 22: Compensation.
(a). Compensation to the Contractor for the services performed on each Work Order
shall be as set forth the Work Order /Change Order. The rates of compensation set
forth in the response to the IFB (exhibit) attached hereto are incorporated herein.
With regard to services or goods that are not specifically detailed, the City and the
Contractor shall negotiate pricing.
(b) The City shall not pay for reimbursable items such as gas, tolls, mileage, meals,
etc. and other items not directly attritbutable to items produced for each Work
Order.
(c) Work performed by the Contractor without written approval by the City's
Designated Representative shall not be compensated. Any work performed by the
Contractor without approval by the City is performed at the Contractor's own
election.
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(d) In the event the City fails to provide compensation under the terms and conditions
of this Agreement, the Contractor shall notify the City's Designated Representative
in order that the City may take remedial action.
(f) The Contractor hereby grants the City Most Favored Nation status such that the
Contractor shall never charge the City for a service an amount which exceeds the
lowest price that it provides the same service to another city or county in Florida.
Section 23: Invoice Process.
(a) Payments shall be made by the City to the Contractor when requested as work
progresses for services furnished, but not more than once monthly. Each Work
Order shall be invoiced separately. The Contractor shall render to the City, at the
close of each calendar month, an itemized invoice properly dated, describing all
services rendered, the cost of the services, the name and address of the
Contractor, Work Order Number, Contract Number and all other information
required by this Agreement.
(b) Invoices which are in an acceptable form to the City and without disputable items
will be processed for payment within thirty days of receipt by the City.
(c) The Contractor will be notified of any disputable items contained in invoices
submitted by the Contractor within fifteen days of receipt by the City with an
explanation of the deficiencies.
(d) The City and the Contractor will make every effort to resolve all disputable items
contained in the Contractor's invoices.
(e) Each invoice shall reference this Agreement, the appropriate Work Order and
Change Order if applicable, the billing period, and include the Project Status
Report for the period being billed.
(f) The Florida Prompt Payment Act shall apply when applicable.
(g) Invoices are to be forwarded directly to:
Finance Director
City Of Sanford
300 North Park Avenue
Sanford, Florida 32771
Section 24: Termination Of Agreement.
(a) The City may terminate this Agreement or any Work Order for convenience at
any time.
(b) The City may also terminate this Agreement upon the City determining that any
one or more of the following reasons exist:
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(1) If, in the City's opinion, adequate progress under a Work Order, specially,
or this Agreement, generally, is not being made by the Contractor; or
(2) If, in the City's opinion, the quality of the services provided by the
Contractor is /are not in conformance with commonly accepted professional
standards, standards of the City, the requirements of Federal or State
regulatory agencies, and the Contractor has not corrected such deficiencies
in a timely manner as reasonably determined by the City; or
(3) The Contractor or any employee or agent of the Contractor is indicted or
has a direct charge issued against him for any crime arising out of or in
conjunction with any work that has been performed by the Contractor; or
(4) The Contractor becomes involved in either voluntary or involuntary
bankruptcy proceedings, or makes an assignment for the benefit of
creditors; or
(5) The Contractor violates the Standards of Conduct provisions herein or any
provision of State or local law or any provision of the City Code of Conduct.
In the event of any of the causes described in this Section, the City's Designated
Representative may send a certified letter requesting that the Contractor show
cause why the Agreement or any Work Order should not be terminated. If
assurance satisfactory to the City of corrective measures to be made within a
reasonable time is not given to the City within fourteen calendar days of the receipt
of the letter, the City may consider the Contractor to be in default, and may
immediately terminate this Agreement or any Work Order in progress under this
Agreement.
(c) In the event that this Agreement or a Work Order is terminated for cause and it is
later determined that the cause does not exist, then this Agreement or the Work
Order shall be deemed terminated for convenience by the City and the City shall
have the right to so terminate this Agreement without any recourse by the
Contractor.
Section 25: Termination By Contractor For Cause.
(a) The Contractor may terminate this Agreement if the City fails to pay the Contractor
in accordance with this Agreement.
(b) In the event of either of the causes described in Subsection (a), the Contractor
shall send a certified letter requesting that the City show cause why the Agreement
should not be terminated. If adequate assurances are not given to the Contractor
within fourteen calendar days of the receipt of said show cause notice, the
Contractor may consider the City to be in default, and may immediately terminate
this Agreement.
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Section 26: Termination By The City Without Cause.
(a) Notwithstanding any other provision of this Agreement, the City shall have the right
at any time to terminate this Agreement in its entirely without cause, or terminate
any specific Work Order without cause, if such termination is deemed by the City
to be in the public interest, provided that thirty calendar days prior written notice is
given to the Contractor of the City's intent to terminate.
(b) In the event that this Agreement is terminated, the City shall identify any specific
Work Order(s) or work being terminated and the specific Work Order(s) or work to
be continued to completion pursuant to the provisions of this Agreement.
(c) This Agreement will remain in full force and effect as to all authorized Work
Order(s) that is /are to be continued to completion.
Section 27: Payment In The Event Of Termination.
In the event this Agreement or any Work Order is terminated or canceled prior to final completion
payment for the unpaid portion of the services provided by the Contractor to the date of
termination and any additional services shall be paid to the Contractor.
Section 28: Action Following Termination.
Upon receipt of notice of termination, given by either party, the terminated party shall promptly
discontinue the provision of all services, unless the notice provides otherwise.
Section 29: Suspension.
(a) The performance or provision of the Contractor's services under any Work Order
under this Agreement may be suspended by the City at any time.
(b) In the event the City suspends the performance or provision of the Contractor's
services hereunder, the City shall so notify the Contractor in writing. Such
suspension becoming effective upon the date stated in the notice. The City shall
pay to the Contractor within thirty days all compensation which has become due to
and payable to the Contractor to the effective date of such suspension. The City
shall thereafter have no further obligation for payment to the Contractor for the
suspended provision of services unless and until the City's designated
representative notifies the Contractor in writing that the provision of the services of
the Contractor called for hereunder are to be resumed by the Contractor.
(c) Upon receipt of written notice from the City that the Contractor's provision of
services hereunder are to be resumed, the Contractor shall continue to provide the
services to the City.
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Section 30: Alternative Dispute Resolution (ADR).
(a) In the event of a dispute related to any performance or payment obligation
arising under this Agreement, the parties agree to exhaust any alternative
dispute resolution procedures reasonably imposed by the City prior to filing
suit or otherwise pursuing legal remedies.
(b) The Contractor agrees that it will file no suit or otherwise pursue legal remedies
based on facts or evidentiary materials that were not presented for consideration to
the City in alternative dispute resolution procedures or which the Contractor had
knowledge and failed to present during the City procedures.
(c) In the event that City procedures are exhausted and a suit is filed or legal
remedies are otherwise pursued, the parties shall exercise best efforts to resolve
disputes through voluntary mediation. Mediator selection and the procedures to be
employed in voluntary mediation shall be mutually acceptable to the parties. Costs
of voluntary mediation shall be shared equally among the parties participating in
the mediation.
Section 31: Severability.
(a) If any term, provision or condition contained in this Agreement shall, to any extent,
be held invalid or unenforceable, the remainder of this Agreement, or the
application of such term, provision or condition to persons or circumstances other
than those in respect of which it is invalid or unenforceable, shall not be affected
thereby, and each term, provision, and condition of this Agreement shall be valid
and enforceable to the fullest extent permitted by law when consistent with equity
and the public interest.
(b) All provisions of this Agreement shall be read and applied in pan materia with all
other provisions hereof.
(c) Violation of this Agreement by the Contractor is recognized by the parties to
constitute irreparable harm to the City.
Section 32: Controlling Laws/Venue /Interpretation.
(a) This Agreement is to be governed by the laws of the State of Florida.
(b) Venue for any legal proceeding related to this Agreement shall be in the
Eighteenth Judicial Circuit Court in and for Seminole County, Florida and the City
shall, at all times, have and maintain the home venue privilege.
(c) This Agreement is the result of bona fide arms length negotiations between the
City and the Contractor and all parties have contributed substantially and materially
to the preparation of the Contract. Accordingly, this Agreement shall not be
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be construed or interpreted more strictly against any one party than against any
other party.
Section 33: Indemnity.
(a) To the fullest extent permitted by law, the Contractor shall indemnify, hold
harmless, and defend the City, its agents, servants, officers, officials, and
employees, or any of them, from and against any and all claims, damages, losses,
and expenses including, but not limited to, attorneys fees and other legal costs
such as those for paralegal, investigative, and legal support services, and the
actual costs incurred for expert witness testimony arising out of or resulting from
the performance or provision of services required under this Agreement, provided
that same is caused in whole or part by the error, omission, negligent act, failure to
act, malfeasance, misfeasance, conduct, or misconduct of the Contractor, its
agents, servants, officers, officials, employees, or SubContractors.
(b) In accordance with Section 725.06, Florida Statutes, adequate consideration has
been provided to the Contractor for this obligation, the receipt and sufficiency of
which is hereby specifically acknowledged.
(c) Nothing herein shall be deemed to affect the rights, privileges, and immunities of
the City as set forth in Section 768.28, Florida Statutes.
(d) In claims against any person or entity indemnified under this Section by an
employee of the Contractor or its agents or SubContractors, anyone directly or
indirectly employed by them or anyone for whose acts they may be liable, the
indemnification obligation under this Section shall not be limited by a limitation on
amount or type of damages, compensation, or benefits payable by or for the
Contractor or its agents or SubContractors, under Workers Compensation acts,
disability benefits acts, or other employee benefit acts.
(e) The execution of this Agreement by the Contractor shall obligate the Contractor to
comply with the indemnification provision in this Agreement; however, the
Contractor must also comply with the provisions of this Agreement relating to
insurance coverages.
(f). To the extent that services provided by the Contractor to the City under this
Agreement relate to the "planning, design, construction, administration, study,
evaluation, consulting, or other professional and technical support services
furnished in connection with any actual or proposed construction, improvement,
alteration, repair, maintenance, operation, management, relocation, demolition,
excavation, or other facility, land, air, water, or utility development.
Section 34: Insurance.
(a) The Contractor shall obtain or possess and continuously maintain the following
insurance coverage, from a company or companies, with a Best Rating of A- or
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better, authorized to do business in the State of Florida and in a form acceptable to
the City and with only such terms and conditions as may be acceptable to the City:
(1) Workers Compensation /Employer Liability: The Contractor shall provide
Worker Compensation insurance for all employees engaged in the work
under this Agreement in accordance with the laws of the State of Florida.
Employers' Liability Insurance at limits not less than the following:
$100,000 Each Accident
$100,000 Disease Each Employee
$500,000 Disease Aggregate
(2) Comprehensive General Liability: The Contractor shall provide coverage for
all operations including, but not limited to, contractual, independent
Contractor, products and complete operations and personal injury with limits
not less than the following:
$1,000,000 Bodily Injury & Property Damage - each occurrence
$1,000,000 Personal & Advertising Injury - each occurrence
$2,000,000 General Aggregate
$2,000,000 Products /Completed Operations Aggregates limit
$5,000 Medical Payments
$100,000 Fire Damage Legal Liability
(3) Comprehensive Business Automobile Liability: The Contractor shall provide
complete coverage with a combined single limit of not less than $1,000,000
Bodily Injury and Property Damage in accordance with the laws of the State
of Florida, as to the ownership, maintenance, and use of all owned, non -
owned, leased or hired vehicles.
(4) Other Required Insurance Coverage: Where unusual operations are
necessary to complete the work, such as Longshoremen and Harbor
Workers' Exposures, use of aircraft or watercraft, use of explosives, and
any high risk circumstances. No aircraft, watercraft or explosives shall be
used without the express advance written approval of the City which may,
thereupon, required additional insurance coverages.
(b) All insurance other than Workers Compensation and Professional Liability that
must be maintained by the Contractor shall specifically include the City as an
additional insured. All insurance minimum coverages extend to any subcontractor,
and the Contractor shall be responsible for all Subcontractors.
(c) The Contractor shall provide Certificates of Insurance to the City evidencing that all
such insurance is in effect prior to the issuance of the first Work Order under this
Agreement. These Certificates of Insurance shall become part of this Agreement.
Neither approval by the City nor failure to disapprove the insurance furnished by a
Contractor shall relieve the Contractor of the Contractor's full responsibility for
performance of any obligation including the Contractor's indemnification of the City
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indemnification of the City under this Agreement. If, during the period which an
insurance company is providing the insurance coverage required by this
Agreement, an insurance company shall: (1) lose its Certificate of Authority, (2) no
longer comply with Section 440.57, Florida Statutes, or (3) fail to maintain the
requisite Best's Rating and Financial Size Category, the Contractor shall, as soon
as the Contractor has knowledge of any such circumstance, immediately notify the
City and immediately replace the insurance coverage provided by the insurance
company with a different insurance company meeting the requirements of this
Agreement. Until such time as the Contractor has replaced the unacceptable
insurer with an insurance rating acceptable to the City, the Contractor shall be
deemed to be in default of this Agreement.
(d) The insurance coverage shall contain a provision that requires that prior to any
changes in the coverage, except increases in aggregate coverage, thirty days prior
notice will be given to the City by submission of a new Certificate of Insurance.
(e) The Contractor shall provide Certificate of Insurance directly to the City's
Designated Representative. The certificates shall clearly indicate that the
Contractor has obtained insurance of the type, amount, and classification required
by this Agreement.
(f) Nothing in this Agreement or any action relating to this Agreement shall be
construed as the City waiver of sovereign immunity beyond the limits set forth in
Section 768.28, Florida Statutes.
(g) The City shall not be obligated or liable under the terms of this Agreement to any
party other than the Contractor. There are no third party beneficiaries to this
Agreement that have any right against the City; provided, however, that the owners
of vehicles towed hereunder are considered to be third -party beneficiaries in
consideration of their forbearance in allowing their vehicles to be towed and are
declared to have standing to enforce the provisions of this Agreement where the
provisions inure to their benefit. It is further understood that such owner shall,
upon prevailing, be entitled to recovery of reasonable costs, expenses, and
attorney's fees.
(h) The Contractor is an independent Contractor and not an agent, representative, or
employee of the City. The City shall have no liability except as specifically
provided in this Agreement.
(g) All insurance shall be primary to, and not contribute with, any insurance or self -
insurance maintained by the City.
(h) All insurance requirements shall be effectual and run to the benefit of the City
notwithstanding any statutory limitations relative to indemnification.
Section 35: Equal Opportunity Em ployment/Non -Disc rim ination.
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The Contractor agrees that it will not discriminate against any employee or applicant for
employment for work under this Agreement because of race, color, religion, sex, age, national
origin, or disability and will take affirmative steps to ensure that applicants are employed and
employees are treated during employment without regard to race, color, religion, sex, age,
national origin, or disability. This provision shall include, but not be limited to, the following:
employment, upgrading, demotion or transfer; recruitment advertising; layoffortermination; rates
of pay or their forms or compensation; and selection for training, including apprenticeship. The
Contractor, moreover, shall comply with all the requirements as imposed by the Americans with
Disability Act, the regulations of the Federal government issued thereunder, and any and all
requirements of Federal or State law related thereto.
Section 36: Access To Records /Audit/Public Records.
(a) The Contractor shall maintain books, records, documents, time and costs
accounts, and other evidence directly related to its provision or performance of
services under this Agreement. All time records and cost data shall be maintained
in accordance with generally accepted accounting principles.
(b) The Contractor shall maintain and allow access to the records required under this
Section for a minimum period of five years after the completion of the provision or
performance services under this Agreement and date of final payment for said
services, or date of termination of this Agreement.
(c) The City reserves the right to unilaterally terminate this Agreement if the Contractor
refuses to allow public access to all documents, papers, letters, or other materials
subject to provisions of Chapter 119, Florida Statutes, and other applicable law,
and made or received by the Contractor in conjunction, in any way, with this
Agreement.
(d) The City may perform, or cause to have performed, an audit of the records of the
Contractor before or after final payment to support final payment under any Work
Order issued hereunder. This audit shall be performed at a time mutually
agreeable to the Contractor and the City subsequent to the close of the final fiscal
period in which services are provided or performed. Total compensation to the
Contractor may be determined subsequent to an audit as provided for in this
Section, and the total compensation so determined shall be used to calculate final
payment to the Contractor. Conduct of this audit shall not delay final payment as
required by this Section.
(e) In addition to the above, if Federal, State, County, or other entity funds are used
for any services under this Agreement, the Comptroller General of the United
States or the Chief Financial Officer of the State of Florida, or the County of
Seminole, or any representative, shall have access to any books, documents,
papers, and records of the Contractor which are directly pertinent to services
provided or performed under this Agreement for purposes of making audit,
examination, excerpts, and transcriptions.
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(f) In the event of any audit or inspection conducted reveals any overpayment by the
City under the terms of the Agreement, the Contractor shall refund such
overpayment to the City within thirty days of notice by the City of the request for
the refund.
(g) The Contractor agrees to fully comply with all State laws relating to public records
as determined by the City.
(h) The Contractor agrees that if any litigation, claim, or audit is started before the
expiration of the record retention period established above, the records shall be
retained until all litigation, claims, or audit findings involving the records have been
resolved and final action taken.
Section 37: Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed
an original, but all of which, taken together, shall constitute one and the same document.
Section 38:
The following terms and conditions apply to this Agreement and, in the event of conflict with the
provisions of Sections 1 through 37 as a result of Federal funding being involved, as determined
by the City, the following shall prevail:
Required Contract Provisions Federal -Aid Construction Contracts1
General
Nondiscrimination
Ill. Nonsegregated Facilities
iv. Payment of Predetermined Minimum Wage
V. Statements and Payrolls
Vi. Record of Materials, Supplies, and Labor
Vll. Sublettinq or Assigning the Contract
VIII. Safety: Accident Prevention
Ix. False Statements Concerninq Highway Projects
X. Implementation of Clean Air Act and Federal Water Pollution Control Act
X1. Certification Regardinq Debarment, Suspension Ineligibility, and Voluntary Exclusion
xii. Certification Regarding Use of Contract Funds for Lobbying
1 The text of this Section is copied and edited (in terms of striking through inapplicable provisions) from Federal provisions.
231 Page
Attachments
GENERAL
1. These contract provisions shall apply to all work performed on the contract by the
contractor's own organization and with the assistance of workers under the contractor's
immediate superintendence and to all work performed on the contract by piecework, station
work, or by subcontract.
2. Except as otherwise provided for in each section, the contractor shall insert in each
subcontract all of the stipulations contained in these Required Contract Provisions, and
further require their inclusion in any lower tier subcontract or purchase order that may in
turn be made. The Required Contract Provisions shall not be incorporated by reference in
any case. The prime contractor shall be responsible for compliance by any subcontractor or
lower tier subcontractor with these Required Contract Provisions.
3. A breach of any of the stipulations contained in these Required Contract Provisions shall be
sufficient grounds for termination of the contract.
4. A breach of the following clauses of the Required Contract Provisions may also be grounds
for debarment as provided in 29 CFR 5.12:
Section I, paragraph 2;
Section IV, paragraphs 1, 2, 3, 4, and 7;
Section V, paragraphs 1 and 2a through 2g.
Disputes arising out of the labor standards provisions of Section IV (except paragraph 5)
and Section V of these Required Contract Provisions shall not be subject to the general
disputes clause of this contract. Such disputes shall be resolved in accordance with the
procedures of the U.S. Department of Labor (DOL) as set forth in 29 CFR 5, 6, and 7.
Disputes within the meaning of this clause include disputes between the contractor (or any
of its subcontractors) and the contracting agency, the DOL, or the contractor's employees or
their representatives.
6. Selection of Labor: During the performance of this contract, the contractor shall not:
a. discriminate against labor from any other State, possession, or territory of the United States
(except for employment preference for Appalachian contracts, when applicable, as specified
in Attachment A), or
b. b. employ convict labor for any purpose within the limits of the project unless it is labor
performed by convicts who are on parole, supervised release, or probation.
NONDISCRIMINATION
(Applicable to all Federal -aid construction contracts and to all related subcontracts of $10,000 or
more.)
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1. Equal Employment Opportunity: Equal employment opportunity (EEO) requirements not to
discriminate and to take affirmative action to assure equal opportunity as set forth under
laws, executive orders, rules, regulations (28 CFR 35, 29 CFR 1630 and 41 CFR 60) and
orders of the Secretary of Labor as modified by the provisions prescribed herein, and
imposed pursuant to 23 U.S.C. 140 shall constitute the EEO and specific affirmative action
standards for the contractor's project activities under this contract. The Equal Opportunity
Construction Contract Specifications set forth under 41 CFR 60 -4.3 and the provisions of
the American Disabilities Act of 1990 (42 U.S.C. 12101 et seq.) set forth under 28 CFR 35
and 29 CFR 1630 are incorporated by reference in this contract. In the execution of this
contract, the contractor agrees to comply with the following minimum specific requirement
activities of EEO:
a. The contractor will work with the State highway agency (SHA) and the Federal
Government in carrying out EEO obligations and in their review of his/her activities
under the contract.
b. The contractor will accept as his operating policy the following statement:
"it is the policy of this Company to assure that applicants are employed, and that employees
are treated during employment, without regard to their race, religion, sex, color, national
origin, age or disability. Such action shall include: 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,
preapprenticeship, and /or on- the -job training."
2. EEO Officer: The contractor will designate and make known to the SHA contracting officers
an EEO Officer who will have the responsibility for and must be capable of effectively
administering and promoting an active contractor program of EEO and who must be
assigned adequate authority and responsibility to do so.
3. Dissemination of Policy: All members of the contractor's staff who are authorized to hire,
supervise, promote, and discharge employees, or who recommend such action, or who are
substantially involved in such action, will be made fully cognizant of, and will implement,
the contractor's EEO policy and contractual responsibilities to provide EEO in each grade
and classification of employment. To ensure that the above agreement will be met, the
following actions will be taken as a minimum:
a. Periodic meetings of supervisory and personnel office employees will be conducted
before the start of work and then not less often than once every six months, at which
time the contractor's EEO policy and its implementation will be reviewed and
explained. The meetings will be conducted by the EEO Officer.
b. All new supervisory or personnel office employees will be given a thorough
indoctrination by the EEO Officer, covering all major aspects of the contractor's
EEO obligations within thirty days following their reporting for duty with the
contractor.
C. All personnel who are engaged in direct recruitment for the project will be
instructed by the EEO Officer in the contractor's procedures for locating and hiring
minority group employees.
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d. Notices and posters setting forth the contractor's EEO policy will be placed in areas
readily accessible to employees, applicants for employment and potential
employees.
e. The contractor's EEO policy and the procedures to implement such policy will be
brought to the attention of employees by means of meetings, employee handbooks,
or other appropriate means.
4. Recruitment: When advertising for employees, the contractor will include in all
advertisements for employees the notation: "An Equal Opportunity Employer." All such
advertisements will be placed in publications having a large circulation among minority
groups in the area from which the project work force would normally be derived.
a. The contractor will, unless precluded by a valid bargaining agreement, conduct
systematic and direct recruitment through public and private employee referral
sources likely to yield qualified minority group applicants. To meet this
requirement, the contractor will identify sources of potential minority group
employees, and establish with such identified sources procedures whereby minority
group applicants may be referred to the contractor for employment consideration.
b. In the event the contractor has a valid bargaining agreement providing for exclusive
hiring hall referrals, he is expected to observe the provisions of that agreement to
the extent that the system permits the contractor's compliance with EEO contract
provisions. (The DOL has held that where implementation of such agreements have
the effect of discriminating against minorities or women, or obligates the contractor
to do the same, such implementation violates Executive Order 11246, as amended.)
C. The contractor will encourage his present employees to refer minority group
applicants for employment. Information and procedures with regard to referring
minority group applicants will be discussed with employees.
5. Personnel Actions: Wages, working conditions, and employee benefits shall be established
and administered, and personnel actions of every type, including hiring, upgrading,
promotion, transfer, demotion, layoff, and termination, shall be taken without regard to
race, color, religion, sex, national origin, age or disability. The following procedures shall
be followed:
a. The contractor will conduct periodic inspections of project sites to insure that
working conditions and employee facilities do not indicate discriminatory treatment
of project site personnel.
b. The contractor will periodically evaluate the spread of wages paid within each
classification to determine any evidence of discriminatory wage practices.
C. The contractor will periodically review selected personnel actions in depth to
determine whether there is evidence of discrimination. Where evidence is found, the
contractor will promptly take corrective action. If the review indicates that the
discrimination may extend beyond the actions reviewed, such corrective action shall
include all affected persons.
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d. The contractor will promptly investigate all complaints of alleged discrimination
made to the contractor in connection with his obligations under this contract, will
attempt to resolve such complaints, and will take appropriate corrective action
within a reasonable time. If the investigation indicates that the discrimination may
affect persons other than the complainant, such corrective action shall include such
other persons. Upon completion of each investigation, the contractor will inform
every complainant of all of his avenues of appeal.
6. Training and Promotion:
a. The contractor will assist in locating, qualifying, and increasing the skills of
minority group and women employees, and applicants for employment.
b. Consistent with the contractor's work force requirements and as permissible under
Federal and State regulations, the contractor shall make full use of training
programs, i.e., apprenticeship, and on-the-job training programs for the
geographical area of contract performance. Where feasible, 25 percent of
apprentices or trainees in each occupation shall be in their first year of
apprenticeship or training. In the event a special provision for training is provided
under this contract, this subparagraph will be superseded as indicated in the special
provision.
C. The contractor will advise employees and applicants for employment of available
training programs and entrance requirements for each.
d. The contractor will periodically review the training and promotion potential of
minority group and women employees and will encourage eligible employees to
apply for such training and promotion.
7. Unions: If the contractor relies in whole or in part upon unions as a source of employees,
the contractor will use his/her best efforts to obtain the cooperation of such unions to
increase opportunities for minority groups and women within the unions, and to effect
referrals by such unions of minority and female employees. Actions by the contractor either
directly or through a contractor's association acting as agent will include the procedures set
forth below:
a. The contractor will use best efforts to develop, in cooperation with the unions, joint
training programs aimed toward qualifying more minority group members and
women for membership in the unions and increasing the skills of minority group
employees and women so that they may qualify for higher paying employment.
b. The contractor will use best efforts to incorporate an EEO clause into each union
agreement to the end that such union will be contractually bound to refer applicants
without regard to their race, color, religion, sex, national origin, age or disability.
C. The contractor is to obtain information as to the referral practices and policies of the
labor union except that to the extent such information is within the exclusive
possession of the labor union and such labor union refuses to furnish such
information to the contractor, the contractor shall so certify to the SHA and shall set
forth what efforts have been made to obtain such information.
H .. -
d. In the event the union is unable to provide the contractor with a reasonable flow of
minority and women referrals within the time limit set forth in the collective
bargaining agreement, the contractor will, through independent recruitment efforts,
fill the employment vacancies without regard to race, color, religion, sex, national
origin, age or disability; making full efforts to obtain qualified and /or qualifiable
minority group persons and women. (The DOL has held that it shall be no excuse
that the union with which the contractor has a collective bargaining agreement
providing for exclusive referral failed to refer minority employees.) In the event the
union referral practice prevents the contractor from meeting the obligations pursuant
to Executive Order 11246, as amended, and these special provisions, such
contractor shall immediately notify the SHA.
8. Selection of Subcontractors, Procurement of Materials and Leasing of Equipment: The
contractor shall not discriminate on the grounds of race, color, religion, sex, national origin,
age or disability in the selection and retention of subcontractors, including procurement of
materials and leases of equipment.
a. The contractor shall notify all potential subcontractors and suppliers of his/her EEO
obligations under this contract.
b. Disadvantaged business enterprises (DBE), as defined in 49 CFR 23, shall have
equal opportunity to compete for and perform subcontracts which the contractor
enters into pursuant to this contract. The contractor will use his best efforts to solicit
bids from and to utilize DBE subcontractors or subcontractors with meaningful
minority group and female representation among their employees. Contractors shall
obtain lists of DBE construction firms from SHA personnel.
C. The contractor will use his best efforts to ensure subcontractor compliance with
their EEO obligations.
9. Records and Reports: The contractor shall keep such records as necessary to document
compliance with the EEO requirements. Such records shall be retained for a period of three
years following completion of the contract work and shall be available at reasonable times
and places for inspection by authorized representatives of the SHA and the FHWA.
a. The records kept by the contractor shall document the following:
The number of minority and non - minority group members and women
employed in each work classification on the project;
2. The progress and efforts being made in cooperation with unions, when
applicable, to increase employment opportunities for minorities and women;
The progress and efforts being made in locating, hiring, training, qualifying,
and upgrading minority and female employees; and
4. The progress and efforts being made in securing the services of DBE
subcontractors or subcontractors with meaningful minority and female
representation among their employees.
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b. The contractors will submit an annual report to the SHA each July for the duration
of the project, indicating the number of minority, women, and non - minority group
employees currently engaged in each work classification required by the contract
work. This information is to be reported on Form FHWA -1391. If on-the-job
training is being required by special provision, the contractor will be required to
collect and report training data.
III. NONSEGREGATED FACILITIES
(Applicable to all Federal -aid construction contracts and to all related subcontracts of $10,000 or
more.)
a. By submission of this bid, the execution of this contract or subcontract, or the consummation of this
material supply agreement or purchase order, as appropriate, the bidder, Federal -aid construction
contractor, subcontractor, material supplier, or vendor, as appropriate, certifies that the firm does not
maintain or provide for its employees any segregated facilities at any of its establishments, and that the firm
does not permit its employees to perform their services at any location, under its control, where segregated
facilities are maintained. The firm agrees that a breach of this certification is a violation of the EEO
provisions of this contract. The firm further certifies that no employee will be denied access to adequate
facilities on the basis of sex or disability.
b. As used in this certification, the term "segregated facilities" means any waiting rooms, work areas,
restrooms and washrooms, restaurants and other eating areas, timeclocks, locker rooms, and other storage
or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and
housing facilities provided for employees which are segregated by explicit directive, or are, in fact,
segregated on the basis of race, color, religion, national origin, age or disability, because of habit, local
custom, or otherwise. The only exception will be for the disabled when the demands for accessibility
override (e.g. disabled parking).
C. The contractor agrees that it has obtained or will obtain identical certification from proposed
subcontractors or material suppliers prior to award of subcontracts or consummation of material supply
agreements of $10,000 or more and that it will retain such certifications in its files.
IV. PAYMENT OF PREDETERMINED MINIMUM WAGE
(Applicable to all Federal -aid construction contracts exceeding $2,000 and to all related
subcontracts, except for projects located on roadways classified as local roads or rural minor
collectors, which are exempt.)
0. General:
a. All mechanics and laborers employed or working upon the site of the work will be
paid unconditionally and not less often than once a week and without subsequent
deduction or rebate on any account [except such payroll deductions as are permitted
by regulations (29 CFR 3) issued by the Secretary of Labor under the Copeland Act
(40 U.S.C. 276c)] the full amounts of wages and bona fide fringe benefits (or cash
equivalents thereof) due at time of payment. The payment shall be computed at
wage rates not less than those contained in the wage determination of the Secretary
of Labor (hereinafter "the wage determination ") which is attached hereto and made
a part hereof, regardless of any contractual relationship which may be alleged to
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exist between the contractor or its subcontractors and such laborers and mechanics.
The wage determination (including any additional classifications and wage rates
conformed under paragraph 2 of this Section IV and the DOL poster (WH -1321) or
Form FHWA -1495) shall be posted at all times by the contractor and its
subcontractors at the site of the work in a prominent and accessible place where it
can be easily seen by the workers. For the purpose of this Section, contributions
made or costs reasonably anticipated for bona fide fringe benefits under Section
1(b)(2) of the Davis -Bacon Act (40 U.S.C. 276a) on behalf of laborers or mechanics
are considered wages paid to such laborers or mechanics, subject to the provisions
of Section IV, paragraph 3b, hereof. Also, for the purpose of this Section, regular
contributions made or costs incurred for more than a weekly period (but not less
often than quarterly) under plans, funds, or programs, which cover the particular
weekly period, are deemed to be constructively made or incurred during such
weekly period. Such laborers and mechanics shall be paid the appropriate wage rate
and fringe benefits on the wage determination for the classification of work actually
performed, without regard to skill, except as provided in paragraphs 4 and 5 of this
Section IV.
b. Laborers or mechanics performing work in more than one classification may be
compensated at the rate specified for each classification for the time actually
worked therein, provided, that the employer's payroll records accurately set forth the
time spent in each classification in which work is performed.
C. All rulings and interpretations of the Davis -Bacon Act and related acts contained in
29 CFR 1, 3, and 5 are herein incorporated by reference in this contract.
1. Classification:
a. The SHA contracting officer shall require that any class of laborers or mechanics
employed under the contract, which is not listed in the wage determination, shall be
classified in conformance with the wage determination.
b. The contracting officer shall approve an additional classification, wage rate and
fringe benefits only when the following criteria have been met:
the work to be performed by the additional classification requested is not
performed by a classification in the wage determination;
2. the additional classification is utilized in the area by the construction
industry;
3. the proposed wage rate, including any bona fide fringe benefits, bears a
reasonable relationship to the wage rates contained in the wage
determination; and
4. with respect to helpers, when such a classification prevails in the area in
which the work is performed.
C. If the contractor or subcontractors, as appropriate, the laborers and mechanics (if
known) to be employed in the additional classification or their representatives, and
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the contracting officer agree on the classification and wage rate (including the
amount designated for fringe benefits where appropriate), a report of the action
taken shall be sent by the contracting officer to the DOL, Administrator of the Wage
and Hour Division, Employment Standards Administration, Washington, D.C.
20210. The Wage and Hour Administrator, or an authorized representative, will
approve, modify, or disapprove every additional classification action within 30 days
of receipt and so advise the contracting officer or will notify the contracting officer
within the 30 -day period that additional time is necessary.
d. In the event the contractor or subcontractors, as appropriate, the laborers or
mechanics to be employed in the additional classification or their representatives,
and the contracting officer do not agree on the proposed classification and wage rate
(including the amount designated for fringe benefits, where appropriate), the
contracting officer shall refer the questions, including the views of all interested
parties and the recommendation of the contracting officer, to the Wage and Hour
Administrator for determination. Said Administrator, or an authorized
representative, will issue a determination within 30 days of receipt and so advise the
contracting officer or will notify the contracting officer within the 30 -day period
that additional time is necessary
e. The wage rate (including fringe benefits where appropriate) determined pursuant to
paragraph 2c or 2d of this Section IV shall be paid to all workers performing work
in the additional classification from the first day on which work is performed in the
classification.
2. Payment of Fringe Benefits:
a. Whenever the minimum wage rate prescribed in the contract for a class of laborers
or mechanics includes a fringe benefit which is not expressed as an hourly rate, the
contractor or subcontractors, as appropriate, shall either pay the benefit as stated in
the wage determination or shall pay another bona fide fringe benefit or an hourly
case equivalent thereof.
b. If the contractor or subcontractor, as appropriate, does not make payments to a
trustee or other third person, he /she may consider as a part of the wages of any
laborer or mechanic the amount of any costs reasonably anticipated in providing
bona fide fringe benefits under a plan or program, provided, that the Secretary of
Labor has found, upon the written request of the contractor, that the applicable
standards of the Davis -Bacon Act have been met. The Secretary of Labor may
require the contractor to set aside in a separate account assets for the meeting of
obligations under the plan or program.
3. Apprentices and Trainees (Programs of the U.S. DOL) and Helpers:
a. Apprentices:
1. Apprentices will be permitted to work at less than the predetermined rate for
the work they performed when they are employed pursuant to and
individually registered in a bona fide apprenticeship program registered with
the DOL, Employment and Training Administration, Bureau of
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Apprenticeship and Training, or with a State apprenticeship agency
recognized by the Bureau, or if a person is employed in his/her first 90 days
of probationary employment as an apprentice in such an apprenticeship
program, who is not individually registered in the program, but who has
been certified by the Bureau of Apprenticeship and Training or a State
apprenticeship agency (where appropriate) to be eligible for probationary
employment as an apprentice.
2. The allowable ratio of apprentices to journeyman -level employees on the
job site in any craft classification shall not be greater than the ratio
permitted to the contractor as to the entire work force under the registered
program. Any employee listed on a payroll at an apprentice wage rate, who
is not registered or otherwise employed as stated above, shall be paid not
less than the applicable wage rate listed in the wage determination for the
classification of work actually performed. In addition, any apprentice
performing work on the job site in excess of the ratio permitted under the
registered program shall be paid not less than the applicable wage rate on
the wage determination for the work actually performed. Where a contractor
or subcontractor is performing construction on a project in a locality other
than that in which its program is registered, the ratios and wage rates
(expressed in percentages of the journeyman -level hourly rate) specified in
the contractor's or subcontractor's registered program shall be observed.
3. Every apprentice must be paid at not less than the rate specified in the
registered program for the apprentice's level of progress, expressed as a
percentage of the journeyman -level hourly rate specified in the applicable
wage determination. Apprentices shall be paid fringe benefits in accordance
with the provisions of the apprenticeship program. If the apprenticeship
program does not specify fringe benefits, apprentices must be paid the full
amount of fringe benefits listed on the wage determination for the applicable
classification. If the Administrator for the Wage and Hour Division
determines that a different practice prevails for the applicable apprentice
classification, fringes shall be paid in accordance with that determination.
4. In the event the Bureau of Apprenticeship and Training, or a State
apprenticeship agency recognized by the Bureau, withdraws approval of an
apprenticeship program, the contractor or subcontractor will no longer be
permitted to utilize apprentices at less than the applicable predetermined
rate for the comparable work performed by regular employees until an
acceptable program is approved.
b. Trainees:
1. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at
less than the predetermined rate for the work performed unless they are
employed pursuant to and individually registered in a program which has
received prior approval, evidenced by formal certification by the DOL,
Employment and Training Administration.
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2. The ratio of trainees to journeyman -level employees on the job site shall not
be greater than permitted under the plan approved by the Employment and
Training Administration. Any employee listed on the payroll at a trainee rate
who is not registered and participating in a training plan approved by the
Employment and Training Administration shall be paid not less than the
applicable wage rate on the wage determination for the classification of
work actually performed. In addition, any trainee performing work on the
job site in excess of the ratio permitted under the registered program shall
be paid not less than the applicable wage rate on the wage determination for
the work actually performed.
3. Every trainee must be paid at not less than the rate specified in the approved
program for his/her level of progress, expressed as a percentage of the
journeyman-level hourly rate specified in the applicable wage
determination. Trainees shall be paid fringe benefits in accordance with the
provisions of the trainee program. If the trainee program does not mention
fringe benefits, trainees shall be paid the full amount of fringe benefits listed
on the wage determination unless the Administrator of the Wage and Hour
Division determines that there is an apprenticeship program associated with
the corresponding journeyman -level wage rate on the wage determination
which provides for less than full fringe benefits for apprentices, in which
case such trainees shall receive the same fringe benefits as apprentices.
4. In the event the Employment and Training Administration withdraws
approval of a training program, the contractor or subcontractor will no
longer be permitted to utilize trainees at less than the applicable
predetermined rate for the work performed until an acceptable program is
approved.
Helpers:
Helpers will be permitted to work on a project if the helper classification is specified and
defined on the applicable wage determination or is approved pursuant to the conformance
procedure set forth in Section IV.2. Any worker listed on a payroll at a helperwage rate, who
is not a helper under an approved definition, shall be paid not less than the applicable wage
rate on the wage determination for the classification of work actually performed.
4. Apprentices and Trainees (Programs of the U.S. DOT):
Apprentices and trainees working under apprenticeship and skill training programs which
have been certified by the Secretary of Transportation as promoting EEO in connection with
Federal -aid highway construction programs are not subject to the requirements of paragraph
4 of this Section IV. The straight time hourly wage rates for apprentices and trainees under
such programs will be established by the particular programs. The ratio of apprentices and
trainees to journeymen shall not be greater than permitted by the terms of the particular
program.
5. Withholding:
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The SHA shall upon its own action or upon written request of an authorized
representative of the DOL withhold, or cause to be withheld, from the contractor or
subcontractor under this contract or any other Federal contract with the same prime
contractor, or any other Federally- assisted contract subject to Davis -Bacon prevailing wage
requirements which is held by the same prime contractor, as much of the accrued payments
or advances as may be considered necessary to pay laborers and mechanics, including
apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full
amount of wages required by the contract. In the event of failure to pay any laborer or
mechanic, including any apprentice, trainee, or helper, employed or working on the site of
the work, all or part of the wages required by the contract, the SHA contracting officer may,
after written notice to the contractor, take such action as may be necessary to cause the
suspension of any further payment, advance, or guarantee of funds until such violations
have ceased.
6. Overtime Requirements:
No contractor or subcontractor contracting for any part of the contract work which may
require or involve the employment of laborers, mechanics, watchmen, or guards (including
apprentices, trainees, and helpers described in paragraphs 4 and 5 above) shall require or
permit any laborer, mechanic, watchman, or guard in any workweek in which he /she is
employed on such work, to work in excess of 40 hours in such workweek unless such
laborer, mechanic, watchman, or guard receives compensation at a rate not less than one -
and- one -half times his/her basic rate of pay for all hours worked in excess of 40 hours in
such workweek.
7. Violation:
Liability for Unpaid Wages; Liquidated Damages: In the event of any violation of the
clause set forth in paragraph 7 above, the contractor and any subcontractor responsible
thereof shall be liable to the affected employee for his/her 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, mechanic, watchman, or guard employed in violation of the
clause set forth in paragraph 7, in the sum of $10 for each calendar day on which such
employee was required or permitted to work in excess of the standard work week of 40
hours without payment of the overtime wages required by the clause set forth in paragraph
7.
8. Withholding for Unpaid Wages and Liquidated Damages:
The SHA shall upon its own action or upon written request of any authorized
representative of the DOL withhold, or cause to be withheld, from any monies payable on
account of work performed by the contractor or subcontractor under any such contract or
any other Federal contract with the same prime contractor, or any other Federally- assisted
contract subject to the Contract Work Hours and Safety Standards Act, which is held by the
same prime contractor, such sums as may be determined to be necessary to satisfy any
liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as
provided in the clause set forth in paragraph 8 above.
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V. STATEMENTS AND PAYROLLS
(Applicable to all Federal -aid construction contracts exceeding $2,000 and to all related
subcontracts, except for projects located on roadways classified as local roads or rural collectors,
which are exempt.)
0. Compliance with Copeland Regulations (29 CFR 3):
The contractor shall comply with the Copeland Regulations of the Secretary of Labor which are
herein incorporated by reference.
Payrolls and Payroll Records:
a. Payrolls and basic records relating thereto shall be maintained by the contractor and
each subcontractor during the course of the work and preserved for a period of 3
years from the date of completion of the contract for all laborers, mechanics,
apprentices, trainees, watchmen, helpers, and guards working at the site of the work.
b. The payroll records shall contain the name, social security number, and address of
each such employee; his or her correct classification; hourly rates of wages paid
(including rates of contributions or costs anticipated for bona fide fringe benefits or
cash equivalent thereof the types described in Section I (b)(2)(B) of the Davis Bacon
Act); daily and weekly number of hours worked; deductions made; and actual
wages paid. In addition, for Appalachian contracts, the payroll records shall contain
a notation indicating whether the employee does, or does not, normally reside in the
labor area as defined in Attachment A, paragraph 1. Whenever the Secretary of
Labor, pursuant to Section IV, paragraph 3b, has found that the wages of any
laborer or mechanic include the amount of any costs reasonably anticipated in
providing benefits under a plan or program described in Section I (b)(2)(B) of the
Davis Bacon Act, the contractor and each subcontractor shall maintain records
which show that the commitment to provide such benefits is enforceable, that the
plan or program is financially responsible, that the plan or program has been
communicated in writing to the laborers or mechanics affected, and show the cost
anticipated or the actual cost incurred in providing benefits. Contractors or
subcontractors employing apprentices or trainees under approved programs shall
maintain written evidence of the registration of apprentices and trainees, and ratios
and wage rates prescribed in the applicable programs.
C. Each contractor and subcontractor shall furnish, each week in which any contract
work is performed, to the SHA resident engineer a payroll of wages paid each of its
employees (including apprentices, trainees, and helpers, described in Section IV,
paragraphs 4 and 5, and watchmen and guards engaged on work during the
preceding weekly payroll period). The payroll submitted shall set out accurately and
completely all of the information required to be maintained under paragraph 2b of
this Section V. This information may be submitted in any form desired. Optional
Form WH -347 is available for this purpose and may be purchased from the
Superintendent of Documents (Federal stock number 029 - 005- 0014 -1), U.S.
Government Printing Office, Washington, D.C. 20402. The prime contractor is
responsible for the submission of copies of payrolls by all subcontractors.
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d. Each payroll submitted shall be accompanied by a "Statement of Compliance,"
signed by the contractor or subcontractor or his/her agent who pays or supervises
the payment of the persons employed under the contract and shall certify the
following:
1. that the payroll for the payroll period contains the information required to be
maintained under paragraph 2b of this Section V and that such information
is correct and complete;
2. that such laborer or mechanic (including each helper, apprentice, and
trainee) employed on the contract during the payroll period has been paid
the full weekly wages earned, without rebate, either directly or indirectly,
and that no deductions have been made either directly or indirectly from the
full wages earned, other than permissible deductions as set forth in the
Regulations, 29 CFR 3;
3. that each laborer or mechanic has been paid not less that the applicable
wage rate and fringe benefits or cash equivalent for the classification of
worked performed, as specified in the applicable wage determination
incorporated into the contract.
e. The weekly submission of a properly executed certification set forth on the reverse
side of Optional Form WH -347 shall satisfy the requirement for submission of the
"Statement of Compliance" required by paragraph 2d of this Section V.
f. The falsification of any of the above certifications may subject the contractor to
civil or criminal prosecution under 18 U.S.C. 1001 and 31 U.S.C. 231.
g. The contractor or subcontractor shall make the records required under paragraph 2b
of this Section V available for inspection, copying, or transcription by authorized
representatives of the SHA, the FHWA, or the DOL, and shall permit such
representatives to interview employees during working hours on the job. If the
contractor or subcontractor fails to submit the required records or to make them
available, the SHA, the FHWA, the DOL, or all may, after written notice to the
contractor, sponsor, applicant, or owner, take such actions as may be necessary to
cause the suspension of any further payment, advance, or guarantee of funds.
Furthermore, failure to submit the required records upon request or to make such
records available may be grounds for debarment action pursuant to 29 CFR 5.12.
VI. RECORD OF MATERIALS, SUPPLIES, AND LABOR
0. On all Federal -aid contracts on the National Highway System, except those which provide solely for
the installation of protective devices at railroad grade crossings, those which are constructed on a force
account or direct labor basis, highway beautification contracts, and contracts for which the total final
construction cost for roadway and bridge is less than $1,000,000 (23 CFR 635) the contractor shall:
a. Become familiar with the list of specific materials and supplies contained in Form
FHWA -47, "Statement of Materials and Labor Used by Contractor of Highway
Construction Involving Federal Funds," prior to the commencement of work under
this contract.
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b. Maintain a record of the total cost of all materials and supplies purchased for and
incorporated in the work, and also of the quantities of those specific materials and
supplies listed on Form FHWA -47, and in the units shown on Form FHWA -47.
C. Furnish, upon the completion of the contract, to the SHA resident engineer on Form
FHWA -47 together with the data required in paragraph lb relative to furnishing
materials and supplies, a final labor summary of all contract work indicating the
total hours worked and the total amount earned.
1. At the prime contractor's option, either a single report covering all contract work or separate reports
for the contractor and for each subcontract shall be submitted.
VII. SUBLETTING OR ASSIGNING THE CONTRACT
0. The contractor shall perform with its own organization contract work amounting to not less than 30
percent (or a greater percentage if specified elsewhere in the contract) of the total original contract price,
excluding any specialty items designated by the State. Specialty items may be performed by subcontract
and the amount of any such specialty items performed may be deducted from the total original contract
price before computing the amount of work required to be performed by the contractor's own organization
(23 CFR 635).
a. "Its own organization" shall be construed to include only workers employed and
paid directly by the prime contractor and equipment owned or rented by the prime
contractor, with or without operators. Such term does not include employees or
equipment of a subcontractor, assignee, or agent of the prime contractor.
b. "Specialty Items" shall be construed to be limited to work that requires highly
specialized knowledge, abilities, or equipment not ordinarily available in the type of
contracting organizations qualified and expected to bid on the contract as a whole
and in general are to be limited to minor components of the overall contract.
1. The contract amount upon which the requirements set forth in paragraph 1 of Section VII is
computed includes the cost of material and manufactured products which are to be purchased or produced
by the contractor under the contract provisions.
2. The contractor shall furnish (a) a competent superintendent or supervisor who is employed by the
firm, has full authority to direct performance of the work in accordance with the contract requirements, and
is in charge of all construction operations (regardless of who performs the work) and (b) such other of its
own organizational resources (supervision, management, and engineering services) as the SHA contracting
officer determines is necessary to assure the performance of the contract.
3. No portion of the contract shall be sublet, assigned or otherwise disposed of except with the written
consent of the SHA contracting officer, or authorized representative, and such consent when given shall not
be construed to relieve the contractor of any responsibility for the fulfillment of the contract. Written
consent will be given only after the SHA has assured that each subcontract is evidenced in writing and that
it contains all pertinent provisions and requirements of the prime contract.
VIII. SAFETY: ACCIDENT PREVENTION
0. In the performance of this contract the contractor shall comply with all applicable Federal, State,
and local laws governing safety, health, and sanitation (23 CFR 635). The contractor shall provide all
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safeguards, safety devices and protective equipment and take any other needed actions as it determines, or
as the SHA contracting officer may determine, to be reasonably necessary to protect the life and health of
employees on the job and the safety of the public and to protect property in connection with the
performance of the work covered by the contract.
1. It is a condition of this contract, and shall be made a condition of each subcontract, which the
contractor enters into pursuant to this contract, that the contractor and any subcontractor shall not permit
any employee, in performance of the contract, to work in surroundings or under conditions which are
unsanitary, hazardous or dangerous to his/her health or safety, as determined under construction safety and
health standards (29 CFR 1926) promulgated by the Secretary of Labor, in accordance with Section 107 of
the Contract Work Hours and Safety Standards Act (40 U.S.C. 333).
2. Pursuant to 29 CFR 1926.3, it is a condition of this contract that the Secretary of Labor or
authorized representative thereof, shall have right of entry to any site of contract performance to inspect or
investigate the matter of compliance with the construction safety and health standards and to carry out the
duties of the Secretary under Section 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C.
333).
IX. FALSE STATEMENTS CONCERNING HIGHWAY PROJECTS
In order to assure high quality and durable construction in conformity with approved plans and
specifications and a high degree of reliability on statements and representations made by engineers,
contractors, suppliers, and workers on Federal -aid highway projects, it is essential that all persons
concerned with the project perform their functions as carefully, thoroughly, and honestly as
possible. Willful falsification, distortion, or misrepresentation with respect to any facts related to
the project is a violation of Federal law. To prevent any misunderstanding regarding the seriousness
of these and similar acts, the following notice shall be posted on each Federal -aid highway project
(23 CFR 63 5) in one or more places where it is readily available to all persons concerned with the
project:
NOTICE TO ALL PERSONNEL ENGAGED ON FEDERAL -AID HIGHWAY PROJECTS
18 U.S.C. 1020 reads as follows:
"Whoever, being an officer, agent, or employee of the United States, or of any State or Territory, or whoever,
whether a person, association, firm, or corporation, knowingly makes any false statement, false
representation, or false report as to the character, quality, quantity, or cost of the material used or to be used,
or the quantity or quality of the work performed or to be performed, or the cost thereof in connection with the
submission of plans, maps, specifications, contracts, or costs of construction on any highway or related
project submitted for approval to the Secretary of Transportation; or
Whoever knowingly makes any false statement, false representation, false report or false claim with respect
to the character, quality, quantity, or cost of any work performed or to be performed, or materials furnished or
to be furnished, in connection with the construction of any highway or related project approved by the
Secretary of Transportation; or
Whoever knowingly makes any false statement or false representation as to material fact in any statement,
certificate, or report submitted pursuant to provisions of the Federal -aid Roads Act approved July 1, 1916,
(39 Stat. 355), as amended and supplemented;
Shall be fined not more than $10,000 or imprisoned not more than 5 years or both."
X. IMPLEMENTATION OF CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT
(Applicable to all Federal -aid construction contracts and to all related subcontracts of $100,000 or
more.)
By submission of this bid or the execution of this contract, or subcontract, as appropriate, the
bidder, Federal -aid construction contractor, or subcontractor, as appropriate, will be deemed to have
stipulated as follows:
0. That any facility that is or will be utilized in the performance of this contract, unless such contract is
exempt under the Clean Air Act, as amended (42 U.S.C. 1857 et seq., as amended by Pub.L. 91 -604), and
under the Federal Water Pollution Control Act, as amended (33 U.S.C. 1251 et seq., as amended by Pub.L.
92 -500), Executive Order 11738, and regulations in implementation thereof (40 CFR 15) is not listed, on
the date of contract award, on the U.S. Environmental Protection Agency (EPA) List of Violating Facilities
pursuant to 40 CFR 15.20.
1. That the firm agrees to comply and remain in compliance with all the requirements of Section 114
of the Clean Air Act and Section 308 of the Federal Water Pollution Control Act and all regulations and
guidelines listed thereunder.
2. That the firm shall promptly notify the SHA of the receipt of any communication from the Director,
Office of Federal Activities, EPA, indicating that a facility that is or will be utilized for the contract is
under consideration to be listed on the EPA List of Violating Facilities.
3. That the firm agrees to include or cause to be included the requirements of paragraph 1 through 4 of
this Section X in every nonexempt subcontract, and further agrees to take such action as the government
may direct as a means of enforcing such requirements.
XI. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY
EXCLUSION
0. Instructions for Certification - Primary Covered Transactions:
(Applicable to all Federal -aid contracts - 49 CFR 29)
a. By signing and submitting this proposal, the prospective primary participant is
providing the certification set out below.
b. The inability of a person to provide the certification set out below will not
necessarily result in denial of participation in this covered transaction. The
prospective participant shall submit an explanation of why it cannot provide the
certification set out below. The certification or explanation will be considered in
connection with the department or agency's determination whether to enter into this
transaction. However, failure of the prospective primary participant to furnish a
certification or an explanation shall disqualify such a person from participation in
this transaction.
C. The certification in this clause is a material representation of fact upon which
reliance was placed when the department or agency determined to enter into this
transaction. If it is later determined that the prospective primary participant
knowingly rendered an erroneous certification, in addition to other remedies
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available to the Federal Government, the department or agency may terminate this
transaction for cause of default.
d. The prospective primary participant shall provide immediate written notice to the
department or agency to whom this proposal is submitted if any time the
prospective primary participant learns that its certification was erroneous when
submitted or has become erroneous by reason of changed circumstances.
e. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier
covered transaction," "participant," "person," "primary covered transaction,"
"principal," "proposal," 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. You may contact the department or agency to which this
proposal is submitted for assistance in obtaining a copy of those regulations.
f. The prospective primary 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 with a person who is debarred, suspended,
declared ineligible, or voluntarily excluded from participation in this covered
transaction, unless authorized by the department or agency entering into this
transaction.
g. The prospective primary 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," provided
by the department or agency entering into this covered transaction, without
modification, in all lower tier covered transactions and in all solicitations for lower
tier covered transactions.
h. A participant in a covered transaction may rely upon a certification of a prospective
participant in a lower tier covered transaction that 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 nonprocurement portion of the "Lists of Parties Excluded
From Federal Procurement or Nonprocurement Programs" ( Nonprocurement List)
which is compiled by the General Services Administration.
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
clause. The knowledge and information of participant is not required to exceed that
which is normally possessed by a prudent person in the ordinary course of business
dealings.
j. Except for transactions authorized under paragraph f 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 other remedies
401 Page
available to the Federal Government, the department or agency may terminate this
transaction for cause or default.
Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion- -
Primary Covered Transactions
11. The prospective primary participant certifies to the best of its knowledge and belief, that it and its
principals:
a. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from covered transactions by any Federal department or agency;
b. Have not within a 3 -year period preceding this proposal been convicted of or had a civil judgment
rendered against them for commission of fraud or a criminal offense in connection with obtaining,
attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public
transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery,
bribery, falsification or destruction of records, making false statements, or receiving stolen property;
C. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity
(Federal, State or local) with commission of any of the offenses enumerated in paragraph 1 b of this
certification; and
d. Have not within a 3 -year period preceding this application/proposal had one or more public
transactions (Federal, State or local) terminated for cause or default.
12. Where the prospective primary participant is unable to certify to any of the statements in this
certification, such prospective participant shall attach an explanation to this proposal.
1. Instructions for Certification - Lower Tier Covered Transactions:
(Applicable to all subcontracts, purchase orders and other lower tier transactions of $25,000
or more - 49 CFR 29)
By signing and submitting this proposal, the prospective lower tier is providing the certification set
out below.
a. 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, the department, or agency with which this transaction originated may pursue available
remedies, including suspension and /or debarment.
b. The prospective lower tier participant shall provide immediate written notice to the person to which
this proposal is submitted if at any time the prospective lower tier participant learns that its certification
was erroneous by reason of changed circumstances.
C. The terms "covered transaction," "debarred," "suspended," "ineligible," "primary covered
transaction," "participant," "person," "principal," "proposal," and "voluntarily excluded," as used in this
41 1 Page
clause, have the meanings set out in the Definitions and Coverage sections of rules implementing Executive
Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a
copy of those regulations.
d. 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 with
a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this
covered transaction, unless authorized by the department or agency with which this transaction originated.
e. The prospective lower tier participant further agrees by submitting this proposal that it will include
this 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.
f. A participant in a covered transaction may rely upon a certification of a prospective participant in a
lower tier covered transaction that 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 Nonprocurement List.
g. 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 clause. The knowledge and
information of participant is not required to exceed that which is normally possessed by a prudent person in
the ordinary course of business dealings.
h. Except for transactions authorized under paragraph e 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 other
remedies available to the Federal Government, the department or agency with which this transaction
originated may pursue available remedies, including suspension and /or debarment.
Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion- -
Lower Tier Covered Transactions:
9. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its
principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily
excluded from participation in this transaction by any Federal department or agency.
10. Where the prospective lower tier participant is unable to certify to any of the statements in this
certification, such prospective participant shall attach an explanation to this proposal.
XII. CERTIFICATION REGARDING USE OF CONTRACT FUNDS FOR LOBBYING
(Applicable to all Federal -aid construction contracts and to all related subcontracts which exceed
$100,000 - 49 CFR 20)
421 Page
0. The prospective participant certifies, by signing and submitting this bid or proposal, to the best of
his or her knowledge and belief, that:
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 any Federal 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.
a. 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 Federal 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.
1. 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 U.S.C. 1352. Any person who fails to file the required
certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each
such failure.
2. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall
require that the language of this certification be included in all lower tier subcontracts, which exceed
$100,000 and that all such recipients shall certify and disclose accordingly.
ATTACHMENT A FRAPI OYRAENT - RR €F €- i- -'-- -€ Fes°— ARR^��Arui�- CONTRACTS
431 Page
PM
431 Page
by telephone. If during the eour-se of the eontmet work, the infefma4ien submitted by the eenlfaetef in the
original job order- is substantial!) modified, he shall pr-emptly notify the State Employment .
5. The eontr-aeter- shall give fiall eensider-a4ion to all qualified job appfieapAs r-efeffed to him by4he
,
111 his opin a o not qualified to peffefm the elassifieation of wofk required.
6. if-, within 1 week following the plaeing of a job efdef by the ean4r-aeter- with the State EMPIE))
Serviee, the State Employment Ser-viee is unable to r-efer- at+y qualified job appheants to the eentfaetor-, o
requested, less than the number- the State Employment Sen forward a eeAifieate to the eentmete
1
pefmanent pr-ejeet rveer-ds. Upon r-eeeipt of this eeftifieate, the eantmetef may employ per-sens who do not.
nofmally reside in the labor- afea to fill positions eevefed by the 1 notwithstanding the pfEA440fis
subFe et for- wer-k reek is, or- r-easenably may be, done as -on- site k.
- -23 CFR Part 635.410 Buy America Requirements.
(a) The provisions of this section shall prevail and be given precedence over any requirements
of this subpart which are contrary to this section. However, nothing in this section shall be
construed to be contrary to the requirements of §635.409(a) of this subpart.
(b) No Federal -aid highway construction project is to be authorized for advertisement or
otherwise authorized to proceed unless at least one of the following requirements is met:
(1) The project either: (i) Includes no permanently incorporated steel or iron materials, or (ii) if
steel or iron materials are to be used, all manufacturing processes, including application of a
coating, for these materials must occur in the United States. Coating includes all processes
which protect or enhance the value of the material to which the coating is applied.
(2) The State has standard contract provisions that require the use of domestic materials and
products, including steel and iron materials, to the same or greater extent as the provisions set
forth in this section.
(3) The State elects to include alternate bid provisions for foreign and domestic steel and iron
materials which comply with the following requirements. Any procedure for obtaining alternate
bids based on furnishing foreign steel and iron materials which is acceptable to the Division
Administrator may be used. The contract provisions must (i) require all bidders to submit a bid
based on furnishing domestic steel and iron materials, and (ii) clearly state that the contract will
be awarded to the bidder who submits the lowest total bid based on furnishing domestic steel
and iron materials unless such total bid exceeds the lowest total bid based on furnishing foreign
steel and iron materials by more than 25 percent.
(4) When steel and iron materials are used in a project, the requirements of this section do not
prevent a minimal use of foreign steel and iron materials, if the cost of such materials used does
not exceed one -tenth of one percent (0.1 percent) of the total contract cost or $2,500, whichever
is greater. For purposes of this paragraph, the cost is that shown to be the value of the steel and
iron products as they are delivered to the project.
(c)(1) A State may request a waiver of the provisions of this section if;
441 Page
(i) The application of those provisions would be inconsistent with the public interest; or
(ii) Steel and iron materials /products are not produced in the United States in sufficient and
reasonably available quantities which are of a satisfactory quality.
(2) A request for waiver, accompanied by supporting information, must be submitted in writing to
the Regional Federal Highway Administrator ( RFHWA) through the FHWA Division
Administrator. A request must be submitted sufficiently in advance of the need for the waiver in
order to allow time for proper review and action on the request. The RFHWA will have approval
authority on the request.
(3) Requests for waivers may be made for specific projects, or for certain materials or
products in specific geographic areas, or for combinations of both, depending on the
circumstances.
(4) The denial of the request by the RFHWA may be appealed by the State to the Federal
Highway Administrator (Administrator), whose action on the request shall be considered
administratively final.
(5) A request for a waiver which involves nationwide public interest or availability issues or
more than one FHWA region may be submitted by the RFHWA to the Administrator for
action.
(6) A request for waiver and an appeal from a denial of a request must include facts and
justification to support the granting of the waiver. The FHWA response to a request or
appeal will be in writing and made available to the public upon request. Any request for a
nationwide waiver and FHWA's action on such a request may be published in the Federal
Register for public comment.
(7) In determining whether the waivers described in paragraph (c)(1) of this section will be
granted, the FHWA will consider all appropriate factors including, but not limited to, cost,
administrative burden, and delay that would be imposed if the provision were not waived.
(d) Standard State and Federal -aid contract procedures may be used to assure compliance
with the requirements of this section.
[48 FR 53104, Nov. 25, 1983, as amended at 49 FR 18821, May 3, 1984; 58 FR 38975,
July 21, 1993]
Section 39: Exhibits.
Each exhibit, if any, referred to and attached to this Agreement is an essential part of this
Agreement. The exhibits, if any, and any amendments or revisions thereto, even if not
physically attached hereto, shall be treated as if they are part of this Agreement. The City
shall determine the contents of this Agreement relative to exhibits. The exhibits include, but
are not necessarily limited to, the documents issued by the City relative to IFB 09/10 -25
and the documents submitted by the Contract in response to IFB 09/10 -25 provided that
the documents submitted by the Contractor are not inconsistent with the provisions of this
Agreement or the documents issued by the City.
SIGNATURE PAGE FOLLOWS
451 Page
In Witness Whereof, the parties hereto have made and executed this Agreement on the
respective dates under each signature: the City through its City Commission taking official
action and the Contractor signing by and through its duly authorized corporate officer
having the full and complete authority to execute same.
' I , - I -, ----\ §11",
J : ,:,v4
Di ruba Haider
Vice President
Attest.
(-� �Z' /- 4 . Z 0A / �tev — -
Aanet Dougherty, City C (Ark
Approved as to form and legal s
. Colbert City Attdrne
I
Core Construction Group, Inc.
By:
By:
Syed I President
Authorized Signatory for entities.
Date: l 0 - 0 S - Z01 ()
City Of Sanford
Linda Kuhn, ayor
Date: �0 - oZ& — d 6) l c
461Page