15-075.00 Spokane Transit Authority ISFo7`
FUNDING AGREEMENT
BETWEEN SPOKANE TRANSIT AUTHORITY and CITY OF SPOKANE
VALLEY,WA
Agreement Number STA-2
THIS AGREEMENT, hereinafter "AGREEMENT" is entered into by Spokane Transit
Authority, a municipal corporation of the State of Washington, hereinafter "STA," and
the City of Spokane Valley, Washington, a municipal corporation of the State of
Washington, hereinafter "COSV" or "CONSULTANT" or "CONTRACTOR". The term
"Parties"shall refer to STA and COSV jointly.
WHEREAS, STA has requested that the COSV design and construct a project titled,
"Indiana and Evergreen Accessibility and Transit Improvements," hereinafter the
"Project," and in connection therewith, include certain modifications such as pedestrian
sidewalks, signage and bus shelter pads, as herein described in Exhibit 1; and
WHEREAS, it is deemed to be in the public's best interest for the COSV to design and
construct the Project; and
WHEREAS, the STA is desirous to fund the cost of the Project described herein for the
benefit of transit customers and residents of COSV; and
WHEREAS, federal funding authorized under 49 U.S.C. chapter 53, and specifically,
grants awarded by the Federal Transit Administration (FTA) under 49 U.S.C. § 5307 will
be used; and
WHEREAS, the STA is a designated recipient of said federal funds from FTA; and,
NOW, THEREFORE, in consideration of the terms, conditions, performances and mutual
covenants herein set forth and the attached Exhibit 1 "Site Improvements and Budget,"
Exhibit 2 "Federal Clauses" and Exhibit 3 "Certification Regarding Debarment,
Suspension, Ineligibility and Voluntary Exclusion in a Lower Tier Covered Transaction"
which are incorporated and made a part hereof, IT IS MUTUALLY AGREED AS
FOLLOWS:
• DESIGNATION OF SUBRECIPIENT STATUS. The STA hereby
designates the COSV a subrecipient of federal funds for project purposes
and federal funding sources described above.
• The COSV agrees to adhere to and follow all associated federal statutes,
regulations and administrative guidance as required and as set forth below.
1. PLANS, SPECIFICATIONS,AND COST ESTIMATES
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1.1 The COSV shall prepare the plans, specifications, and cost estimate
(PS&E) for the Project. The PS&E will be in accordance with the COSV
standards and Washington State Department of Transportation (WSDOT),
Standard Specifications for Road, Bridge and Municipal Construction, and its
amendments thereto (Standard Specifications), current at the time of Project
advertisement. The STA shall review and approve the PS&E.
2. BID,AWARD, AND COST ADJUSTMENTS
2.1 The COSV will advertise the Project.
2.2 The COSV will award and execute the Project contract.
2.3 The COSV shall provide the STA with written notification of the bid price
for the Project. The STA shall have five (5) working days from the date of
written notification to provide the COSV written approval of the bid price. The
STA may request an extension of time in writing, provided that the COSV
receives the written request not later than five (5) working days after the STA has
received the written notification. The COSV shall provide a written response
indicating the number of working days extended, if any.
2.4 The COSV shall insert in any contracts or subcontracts the clauses
contained in Exhibit 2 and Exhibit 3, and also a clause requiring the
subcontractors to include these clauses in any lower tier subcontracts. The prime
contractor shall be responsible for the compliance by any subcontractor or lower
tier subcontractor with the contract clauses. The COSV, prime contractor and sub
contractors must sign the certifications (Exhibit 3) and be aware of the FTA
prompt payment requirement.
3. CONSTRUCTION
3.1 The COSV will designate a COSV Project Engineer, and will provide all
services and tools, including but not limited to construction administration,
inspection, materials testing, and representation, necessary to administer and
manage the contract to ensure that the Project is constructed in accordance with
the contract plans and specifications.
3.2 The STA may consult with and inquire of the COSV Project Engineer,
attend all meetings, and have access to all documentation concerning the Project.
The STA shall not provide direction, directly or indirectly, to the COSV's
contractor. All formal contacts between the STA and the contractor shall be
through the COSV's representative.
4. CONSTUCTION CONTRACT CHANGES
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4.1 Construction changes to the Project will be documented by change order
in accordance with the Project specifications. The COSV shall process
construction change orders for all changes affecting the Project.
4.2 Required changes involve such changes in quantities or alterations to the
Project as are necessary to satisfactorily complete the Project. All other changes
affecting the Project shall be considered elective changes.
4.3 The STA authorizes the COSV to initiate all required changes affecting
the Project and to negotiate, document, and execute the associated change orders.
The STA agrees to pay for the increases in cost, if any, for the required changes
affecting the Project within the project budget. If the change orders exceed the
project budget, then STA must approve prior to authorization.
4.4 The COSV will advise the STA of any proposed required changes
affecting the Project as soon as possible and provide STA an opportunity, if time
permits, to review the changes before implementation. The COSV will determine
the length of the review time based upon the need to expedite the required
changes to avoid delay to the contractor.
4.5 The STA may request elective changes to the Project through the COSV in
writing. The COSV will implement the requested elective changes provided that a
change does not negatively impact the COSV's transportation system and
complies with the Project specifications, Project permits, COSV and/or federal
law, applicable rules and/or regulations, and/or COSV design policies, and does
not unreasonably delay critically scheduled Project contract activities.
4.6 All elective changes to the Project shall be approved in writing by the
STA before the COSV directs the contractor to implement the changes, even if an
executed change order is not required by the Project contract.
4.7 The COSV will make available to the STA all change order
documentation related to the Project.
4.8 In the event it is determined that the STA does not have sufficient funds to
complete the Project, the COSV and the STA shall negotiate to determine the
future of the Project. If it is determined that the Project cannot proceed, the
Project shall be brought to a level that is safe for public use and the COSV will
terminate the remainder of the Project. In the event the Project is terminated, STA
agrees to pay all costs associated with termination, including contractor claims, in
accordance with Section 6.
5. PAYMENT
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5.1 The STA, in consideration of the faithful performance of the Project
performed by the COSV and its contractor, agrees to reimburse the COSV for the
actual direct and related indirect costs of the Project, as shown in the cost
estimate, Exhibit A.
5.2 The COSV shall provide detailed invoices to the STA for the Project
performed by the COSV. The STA agrees to make payment within thirty (30)
calendar days from receipt of an invoice. A payment will not constitute agreement
as to the appropriateness of any item. At the time of the final invoice, the Parties
will resolve any discrepancies.
5.3 In the event unforeseen conditions, including required and elective change
orders, require an increase in the cost of the Project above the cost estimate
(including sales tax, engineering, and contingencies) by more than twenty-five,
(25) percent, the Parties agree to modify this Agreement by executing a written
amendment to address the increase pursuant to Section 7.1.
6. CLAIMS
6.1 Claims for Additional Payment
6.1.1 In the event the contractor makes claims for additional payment
associated with the Project, the COSV will immediately notify the STA
of such claims. Such claims shall be made in the manner and form as
provided for in the Project Specifications.
6.1.2 The STA shall not be obligated to pay such claims or their cost of
defense to the extent that the claims are caused by the negligent acts or
omissions of the COSV in administering the Project.
6.1.3 The STA shall have the right to review and comment on any
settlement for claims associated with the Project. However, the COSV
shall have the ultimate right to settle such claims. In the event the STA
does not agree with the claim settlement as negotiated by the COSV, the
STA reserves the right to not financially participate in the negotiated
claim settlement. If agreement cannot be reached between the STA and
the COSV on a claim settlement, the Parties agree to follow the dispute
resolution procedure in Section 7.6
6.1.4 If the COSV agrees, the STA may defend contractor claims
associated with the Project at its own cost, and in so doing, the STA
agrees to pay any resulting settlement, court judgment, or arbitration
award. The COSV will cooperate with the STA in the STA's defense of
the claims. The STA agrees to reimburse any COSV costs, including
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attorney fees, incurred in providing such assistance in accordance with
Section 5.
7. GENERAL PROVISIONS
7.1 Amendment: This Agreement may be amended or modified only by the
mutual agreement of the Parties. Such amendments or modifications shall not be
binding unless they are in writing and signed by persons authorized to bind each
of the Parties.
7.2 Termination:
7.2.1 The COSV may terminate this Agreement for any reason by
providing the STA with thirty(30) calendar day's prior written notice.
7.2.2 If this Agreement is terminated prior to the fulfillment of the terms
herein, the STA agrees to reimburse the COSV for the actual direct and
related indirect costs incurred on the Project up to the date of termination,
as well as the costs of non-cancelable obligations.
7.2.3 Any termination of this Agreement shall not prejudice any rights or
obligations accrued to the Parties prior to termination.
7.3 Independent contractor: The COSV shall be deemed an independent
contractor for all purposes, and the employees of the COSV or any of its
contractors, subcontractors, consultants, and the employees thereof, shall not in
any manner be deemed to be employees of the STA.
7.4 Indemnification: The COSV shall protect, defend, indemnify, and hold
fY�
harmless the STA, its officers, officials, employees, and agents, while acting
within the scope of their employment as such, from any and all costs, claims,
judgments, and/or awards of damages (both to persons and property), arising out
of, or in any way resulting from, the Project to be performed or performed by the
COSV pursuant to the provisions of this Agreement. The COSV will not be
required to indemnify, defend, or save harmless the STA if the claim, suit, or
action for injuries, death, or damages (both to persons and property) is caused by
the sole negligence of the STA. Where such claims, suits, or actions result from
concurrent negligence of both Parties, the indemnity provisions provided herein
shall be valid and enforceable only to the extent of each Party's own negligence.
The STA shall protect, defend, indemnify, and hold harmless the COSV, its
officers, officials, employees, and agents, while acting within the scope of their
employment as such, from any and all costs, claims,judgments, and/or awards of
damages (both to persons and property), arising out of, or in any way resulting
from, the Project to be performed or performed by the COSV pursuant to the
Page 5
provisions of this Agreement. The STA will not be required to indemnify,
defend, or save harmless the COSV if the claim, suit, or action for injuries, death,
or damages (both to persons and property) is caused by the sole negligence of the
STA. Where such claims, suits, or actions result from concurrent negligence of
both Parties, the indemnity provisions provided herein shall be valid and
enforceable only to the extent of each Party's own negligence.
7.5 Survivability: Sections 7.4 and 7.5 shall survive the termination of this
Agreement.
7.6 Disputes: In the event that a dispute arises under this Agreement, it shall
be resolved as follows: The COSV and the STA shall each appoint a member to a
disputes board,these two members shall select a third board member not affiliated
with either Party. The three-member board shall conduct a dispute resolution
hearing that shall be informal and unrecorded. An attempt at such dispute
resolution in compliance with aforesaid process shall be a prerequisite to the filing
of any litigation concerning the dispute. The Parties shall equally share in the cost
of the third disputes board member; however, each Party shall be responsible for
its own costs and fees.
7.7 Venue: In the event that either Party deems it necessary to institute legal
action or proceedings to enforce any right or obligation under this Agreement, the
Parties agree that any such action or proceedings shall be brought in Spokane
County Superior Court. Further, the Parties agree that each will be solely
responsible for payment of its own attorneys' fees, witness fees, and costs.
7.8 Audits/Records: All Project records in support of all costs incurred shall
be maintained by the COSV for a period required by state law. The STA shall
have full access to and right to examine said records, during normal business
hours and as often as it deems necessary. Should the STA require copies of any
records, it agrees to pay the costs thereof. The Parties agree that the work
performed herein is subject to audit by either or both Parties and/or their
designated representatives, and/or the federal government.
7.9 Term of Agreement: Unless otherwise provided herein, the term of this
Agreement shall commence as of the date this Agreement is fully executed and
shall continue until all obligations for payment have been met.
Page 6
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
Party's date signed last below.
SPOKANE TRANSIT AUTHORITY CITY4 • NE VALLEY
By By ,►f 7' ;'
Name Name Mike/son
Title Chief Executive Officer Title Cit 'anager
Date Date %y-t/0/
APPROVED AS TO FORM: APPROVED AS TO FORM:
By: A '/!A, By: P
Spokane Transit Attorney City of Spok e Valley A orney
Date: `", . b
Date: - i S
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Exhibit 1
' Grant Application Cost Estimate
Project Name: Indiana&Evergreen Transit Access Improvements
Enhancements for safe,ADA accessible transit access Spokane
Prepared By: BryanHicks,P.E. 4 Valley
Preparation Date: Aprilpril300,,2013
MOT STD, UNIT OF PLANNED ESTIMATED UNIT ESTIMATED ITEM
ITEMY SPEC. WSD0TSTD.# ITEM DESCRIPTION MEASURE QUANTITY PRICE PRICE
1 1-09.7 0001 MOBILIZATION L.S. 1 $ 5,000,00 $ 5,000
2 1-05.4 7038 ROADWAY SURVEYING L.S. 1 $ 1,000.00 $ 1,000
5 1-07.16 7738 SPCC PLAN L.S. 1 $ 500.00 $ 500
7 1-10.3 8971 PROJECT TEMPORARY TRAFFIC CONTROL L.S. 1 $ 4,000.00 $ 4,000
8 2-01 0036 CLEARING AND GRUBBING L.S. 1 $ 1,000.00 S 1,000
12 2-03 0310 ROADWAY EXCAVATION&EMBANKMENT, INCL HAUL C.Y. 126 $ 35.00 $ 4,375
16 4-04 6116 CRUSHED SURFACING TOP COURSE C.Y. 29 $ 65.00 $ 1,885
17 8-01 TEMPORARY EROSION&SEDIMENT CONTROL L.S. 1 $ 1,000.00 $ 1,000
18 8-02 LANDSCAPE RESTORATION L.S. 1 $ 1,000.00 $ 1,000
22 8-04 8700 CEMENT CONC.TRAFFIC CURB&GUTTER L.F. 60 $ 20.00 $ 1,200
23 8-04 8707 CEMENT CONC.PEDESTRIAN CURB L.F. 80 $ 20.00 $ 1,200
24 CEMENT CONCRETE SIDEWALK INLET EACH 1 $ 1,000.00 $ 1,000
27 8-14 7066 CEMENT CONCRETE SIDEWALK S.Y. 190 $ 35.00 $ 8,850
28 8-14 7068 CEMENT CONCRETE CURB RAMP TYPE A EACH 3.$ 1,100.00 $ 3,300
31 8-20 PEDESTRIAN SIGNAL MODIFICATIONS L.S. 1 $ 16,000.00 $ 15,000
33 8-21 8890 PERMANENT SIGNING LS. 1 $ 500.00 $ 500
34 8-22 8857 PLASTIC CROSSWALK LINE S.F. 224 $ 8.00 $ 1,792
TOTAL CONSTRUCTION ESTIMATE $ 50,402
Contingency(26%) $ 12,601
Inflation Adjustment Factor(4%/yr) 1 years $ 2,016
Construction Sub-Total $ 66,019
PE(16%) $ 9,783
CE(16%) $ 9,763
Right Of Way(Corner Takes) $
TOTAL INFRASTRUCTURE COST ESTIMATE $ 84,624
Cost Estimate Assumptions: PE $ 9,763
Ped Signal upgrades to accommodate new crossings&ADA ROW $ -
Evergreen Sidewalk,L=125-ft CN $ 74,771
Indiana sidewalk,L=160-ft
TOTAL $ 84,524
DRAFT
Federal Clauses
Section 1: Clauses applicable to all contracts
Section 2: Clauses for construction contracts$2,000 or more(also see Section 7 for special clauses)
Section 3:Clauses for contracts over$10,000
Section 4: Clause for contracts over$25,000
Section 5: Clauses for contracts over$100,000
Section 6:Clauses for contracts transit operations/safety sensitive
Section 7:Special clauses
Section 1: Clauses applicable to all contracts
Federal Privacy Act Requirements
CONTRACTOR agrees to comply with,and assures the compliance of its employees with,the information
restrictions and other applicable requirements of the Privacy Act of 1974,5 U.S.C. §552(a).
CONTRACTOR agrees to obtain the express consent of the Federal Government before CONTRACTOR or
its employees operate a system of records on behalf of the Federal Government. CONTRACTOR
understands that the requirements of the Privacy Act, including the civil and criminal penalties for
violation of that Act,apply to those individuals involved, and that failure to comply with the terms of the
Privacy Act may result in termination of this contract.
CONTRACTOR also agrees to include these requirements in each subcontract to administer any system
of records on behalf of the Federal Government financed in whole or in part with Federal assistance
provided by FTA.
Conflict of Interest
No employee, officer, or agent of STA shall participate in selection or in the award or administration of a
contract if a conflict of interest, real or apparent,would be involved.Such a conflict would arise when:
1) the employee,officer, or agent;
2) any member of his immediate family;
3) his or her partner;or
4) an organization which employs,or is about to employ an employee,officer, or agent of STA; has a
financial or other interest in the firm selected for award.
No Government Obligation to Third Parties
1) STA and CONTRACTOR acknowledge and agree that, notwithstanding any concurrence by the
Federal Government in or approval of the solicitation or award of this contract, absent the express
written consent by the Federal Government,the Federal Government is not a party to this contract
and shall not be subject to any obligations or liabilities to STA, CONTRACTOR,or any other party
(whether or not a party to this contract) pertaining to any matter resulting from this contract.
2) CONTRACTOR agrees to include the above clause in each subcontract financed in whole or in part
with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified,
except to identify the subcontractor who will be subject to its provisions.
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Date prepared: 1/8/2015
Federal Clauses
Program Fraud and False or Fraudulent Statements and Related Acts
1) CONTRACTOR acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as
amended,31 U.S.C. §3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies,"49 CFR
Part 31,apply to its actions pertaining to this procurement. Upon execution of this contract,
CONTRACTOR certifies or affirms the truthfulness and accuracy of any statement it has made, it makes,
it may make,or causes to be made, pertaining to this contract or the FTA assisted project for which this
contract is being performed. In addition to other penalties that may be applicable, CONTRACTOR further
acknowledges that if it makes,or causes to be made,a false,fictitious,or fraudulent claim,statement,
submission,or certification,the Federal Government reserves the right to impose the penalties of the
Program Fraud Civil Remedies Act of 1986 on CONTRACTOR to the extent the Federal Government
deems appropriate.
2) CONTRACTOR also acknowledges that if it makes,or causes to be made,a false,fictitious,or
fraudulent claim,statement,submission,or certification to the Federal Government under a contract
connected with a project that is financed in whole or in part with Federal assistance originally awarded
by FTA under the authority of 49 U.S.C. §5307,the Government reserves the right to impose the
penalties of 18 U.S.C. §1001 and 49 U.S.C. §5307 (n)(1) on CONTRACTOR,to the extent the Federal
Government deems appropriate.
3) CONTRACTOR agrees to include the above two clauses in each subcontract financed in whole or in
part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified,
except to identify the subcontractor who will be subject to the provisions.
Access to Records
1) CONTRACTOR agrees to provide STA,the FTA Administrator,the Secretary of Transportation,the
Comptroller General of the United States or any of their duly authorized representatives'access to
any books,documents, papers, and records of CONTRACTOR which are directly pertinent to this
contract for the purposes of making audits,examinations, excerpts and transcriptions.CONTRACTOR
agrees, pursuant to 49 CFR 633.17 to provide the FTA Administrator or his/her authorized
representatives including any PMO contractor access to Company's records and construction sites
pertaining to a major capital project, defined in 49 U.S.C. 5302(a)1,which is receiving federal
financial assistance through the programs described at 49 U.S.C. 5307,5309,or 5311. CONTRACTOR
also agrees to permit any of the foregoing parties(at their costs)to reproduce by any means
whatsoever any excerpts and transcriptions as reasonably needed,and to permit said parties to
interview Company's employees during work hours on the job.
2) CONTRACTOR agrees to maintain all books, records, accounts and reports required under this
contract for a period of not less than three(3)years after the date of termination or expiration of
this contract,except in the event of litigation or settlement of claims arising from the performance
of this contract, in which case CONTRACTOR agrees to maintain same until STA,the FTA
Administrator,the Secretary of Transportation,the Comptroller General,or any of their duly
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Date prepared: 1/8/2015
Federal Clauses
authorized representatives, have disposed of all such litigation,appeals,claims or exceptions related
thereto.
Federal Requirements and Changes
The Contractor shall at all times comply with all applicable Federal Transit Administration (FTA)
regulations, policies, procedures and directives, including without limitation those listed directly or by
reference in the Master Agreement [Form FTA MA(20)dated October 1,2013;available at
http://www.fta.dot.gov/documents/20-Master.pdf] between STA and FTA,as they may be amended or
promulgated from time to time during the term of this contract.The Contractor's failure to so comply
shall constitute a material breach of this contract.
Title VI Civil Rights Requirements
1) Nondiscrimination. In accordance with Title VI of the Civil Rights Act of 1964,as amended,42 U.S.C.
§2000d,Section 303 of the Age Discrimination Act of 1975, as amended,42 U.S.C. §6102,Section
202 of the Americans with Disabilities Act of 1990,as amended,42 U.S.C. §12132, and Federal
transit law at 49 U.S.C. §5332,CONTRACTOR agrees that it will not discriminate against any
employee or applicant for employment because of race,color,creed, national origin,sex, marital
status age,or disability. In addition, CONTRACTOR agrees to comply with applicable Federal
implementing regulations and other implementing requirements FTA may issue.
2) Equal Employment Opportunity.The following equal employment opportunity requirements apply
to this Agreement:
a) Race, Color,Creed, National Origin,Sex. In accordance with Title VII of the Civil Rights Act,as
amended,42 U.S.C. §2000e,and Federal transit laws at 49 U.S.C. §5332,CONTRACTOR agrees to
comply with all applicable equal employment opportunity requirements of U.S. Dept. of Labor
regulations, "Office of Federal Agreement Compliance Programs, Equal Employment
Opportunity, Department of Labor,41 CFR, Parts 60 et seq.,and with any applicable Federal
statutes,executive orders, regulations,and Federal policies that may in the future affect
construction activities undertaken in the course of this project. CONTRACTOR agrees to take
affirmative action to ensure that applicants are employed,and that employees are treated
during employment,without regard to their race,color, creed, national origin,sex, marital
status, or age.Such action shall include, but not be limited to,the following: employment,
upgrading,demotion or transfer, recruitment or recruitment advertising, layoff or termination,
rates of pay or other forms of compensation;and selection for training, including
apprenticeship.
b) Age. In accordance with Section 4 of the Age Discrimination in Employment Act of 1967,as
amended, 29 U.S.C. §623 and Federal transit law at 49 U.S.C. §5332,CONTRACTOR agrees to
refrain from discrimination against present and prospective employees for reason of age.
c) Disabilities. In accordance with Section 102 of the Americans with Disabilities Act,as amended,
42 U.S.C. §12112,CONTRACTOR agrees that it will comply with the requirements of U.S. Equal
Employment Opportunity Commission, "Regulations to Implement the Equal Employment
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Federal Clauses
Provisions of the Americans with Disabilities Act,"29 CFR, Part 1630, pertaining to employment
of persons with disabilities.
d) CONTRACTOR also agrees to include these requirements in each sub-agreement financed in
whole or in part with Federal assistance provided by FTA, modified only if necessary to identify
the affected parties.
Disadvantaged Business Enterprise (DBE)
1) Policy: It is the policy of the Department of Transportation and STA that Disadvantaged Business
Enterprises, as defined in 49 CFR, Part 26,shall have equal access to participation in the
performance of Agreements financed in whole or part with Federal funds under this Agreement.
2) DBE Obligations:CONTRACTOR and its subcontractors agree to make good faith efforts to ensure
that disadvantaged businesses have an equal opportunity to participate in the performance of
Agreements and subcontracts financed in whole,or in part,with Federal funds provided under this
Agreement. In this regard,CONTRACTOR shall make a good faith effort to ensure that disadvantaged
businesses have an equal opportunity to compete for and perform Agreements.
3) Non-Discrimination: CONTRACTOR or subcontractor shall not discriminate on the basis of race,
color, national origin, or sex in the performance of this Agreement. CONTRACTOR shall carry out
applicable requirements of 49 CFR Part 26 in the award and administration of DOT assisted
Agreements. Failure by CONTRACTOR to carry out these requirements and the requirements of this
section (paragraph 1.23) is a material breach of this Agreement,which may result in the termination
of this Agreement or such other remedy as the recipient deems appropriate.
4) DBE Liaison:STA has designated a DBE Liaison to assist disadvantaged business enterprises and has
the authority to administer STA's DBE program. Inquiries and requests concerning STA's DBE
program and information for certification shall be directed to:
DBE Liaison
Spokane Transit Authority
1230 W.
Spokane,WA,99201, (509)325-6032
5) DBE Delegation and Assignment: If a DBE subcontractor is unable to perform the work contracted
for,the prime contractor must either replace the subcontractor with another DBE or show STA that
good faith efforts to do so have been made. Failure by the prime contractor to comply may result in
monetary penalties and partial or total termination for default with re-solicitation costs to the prime
contractor or its bond.
6) Company Reporting Requirements:STA shall use the prime contractor's commitment to DBE
subcontract participation submitted with its bids as the prime contractor's goal for the Agreement.
However,the prime contractor shall not be credited with DBE participation until actual payment has
been made to the DBE subcontractors involved.Therefore,contractors shall be required to submit
with each payment request the amounts earned by DBE subcontractors and to be paid to DBE
subcontractors upon STA's progress payment. In addition, prime contractors shall be required to
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Date prepared: 1/8/2015
Federal Clauses
submit verification of receipt of previous payments by DBE subcontractors. Upon receipt of payment
verification, prime contractors shall receive credit against their goal.STA will require prime
contractors to maintain records and documents of payments to DBE's for three years following the
performance of the Agreement.These records will be made available for inspection upon request by
any authorized representative of STA or DOT.This reporting requirement also extends to any
certified DBE subcontractor.STA will keep a record of payments to DBE firms for work committed to
them at the time of Agreement award.STA may also perform audits of contract payments to DBEs.
The audit will review payments to DBE subcontractors to ensure that the actual amount paid to DBE
subcontractors equals or exceeds the dollar amounts stated in the schedule of DBE participation.
7) CONTRACTOR agrees to use his/her best efforts to carry out a policy in the award of subcontracts,
agent agreements, and procurement contracts which will,to the fullest extent, utilize disadvantaged
business enterprises consistent with the efficient performance of the contract.
Prompt Payment of Subcontractors
The CONTRACTOR is required to make payment to subcontractors within thirty days from the receipt of
each payment the prime contractor receives from STA for satisfactorily completed subcontractor work
from STA,whether such payment is a progress or final payment. The prime contractor agrees further to
return retainage payments to each subcontractor within thirty days after the subcontractor's work is
satisfactorily completed. If payment disputes arise between the prime contractor and subcontractors,
such disputes shall be resolved promptly through mediation or arbitration in order to prevent injury to
small business subcontractors. The prime contractor shall specify in its subcontract agreement what
dispute resolution method will be used. In addition, prime contractors will not be paid for
subcontractors'work unless the prime contractor can show that a prompt payment method for
subcontractors is in place. Prime contractors shall be required to provide copies of the subcontracts to
STA showing inclusion of these provisions. STA may withhold the applicable sum due a subcontractor
for non-compliance with this section.
Incorporation of FTA Terms
The preceding provisions include, in part,certain Standard Terms and Conditions required by DOT.All
the contractual provisions required by DOT,as set forth in FTA Circular 4220.1F,dated March 13,2013,
as amended,and are hereby incorporated by reference.Anything to the contrary herein
notwithstanding,all FTA mandated terms shall be deemed to control in the event of a conflict with other
provisions contained in this contract.The contractor shall not perform any act,fail to perform any act,or
refuse to comply with any STA requests which would cause STA to be in violation of the FTA terms and
conditions.
Energy Conservation
CONTRACTOR shall comply with mandatory standards and policies relating to energy efficiency which
are contained in the State energy conservation plan issued in compliance with the Energy Policy and
Conservation Act(42 USC Section 6321 et seq.).
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Section 2: Clauses for construction contracts $2,000 or more (also see
Section 7 for special clauses)
Davis-Bacon Act Requirements for Construction Contracts
1) Minimum wages
a) All laborers and mechanics employed or working upon the site of the work(or under the United
States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development
of the project),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 issued by the Secretary of Labor under the Copeland Act(29 CFR part
3)),the full amount of wages and bona fide fringe benefits(or cash equivalents thereof)due at
time of payment computed at rates not less than those contained in the wage determination of
the Secretary of Labor which is attached hereto and made a part hereof, regardless of any
contractual relationship which may be alleged to exist between the contractor and such laborers
and mechanics.
Contributions made or costs reasonably anticipated for bona fide fringe benefits under section
1(b)(2)of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to
such laborers or mechanics, subject to the provisions of this section;also, 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 29 CFR
Part 5.5(a)(4). 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. The wage determination (including any additional
classifications and wage rates conformed under this section)and the Davis-Bacon poster(WH-
1321)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.
2) Classifications
a) The contracting officer shall require that any class of laborers or mechanics, including helpers,
which is not listed in the wage determination and which is to be employed under the contract
shall be classified in conformance with the wage determination. The contracting officer shall
approve an additional classification and wage rate and fringe benefits therefore only when the
following criteria have been met:
i) Except with respect to helpers as defined as 29 CFR 5.2(n)(4),the work to be performed by
the classification requested is not performed by a classification in the wage determination;
and
ii) The classification is utilized in the area by the construction industry;and
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iii) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable
relationship to the wage rates contained in the wage determination; and
iv) With respect to helpers as defined in 29 CFR 5.2(n)(4),such a classification prevails in the
area in which the work is performed.
b) If the contractor and the laborers and mechanics to be employed in the classification (if known),
or their representatives, and 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 Administrator of the Wage and Hour
Division, Employment Standards Administration, U.S. Department of Labor,Washington, DC
20210. The 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.
c) In the event the contractor,the laborers or mechanics to be employed in the 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 Administrator for determination. The
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.
d) The wage rate (including fringe benefits where appropriate)determined pursuant to this
section,shall be paid to all workers performing work in the classification under this contract
from the first day on which work is performed in the classification.
3) 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 shall either pay the
benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an
hourly cash equivalent thereof.
4) If the contractor does not make payments to a trustee or other third person,the contractor may
consider as 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.
5) Additional Classifications
a) The contracting officer shall require that any class of laborers or mechanics which is not listed in
the wage determination and which is to be employed under the contract shall be classified in
conformance with the wage determination. The contracting officer shall approve an additional
classification and wage rate and fringe benefits therefor only when the following criteria have
been met:
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i) The work to be performed by the classification requested is not performed by a
classification in the wage determination; and
ii) The classification is utilized in the area by the construction industry;and
iii) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable
relationship to the wage rates contained in the wage determination.
b) If the contractor and the laborers and mechanics to be employed in the classification (if known),
or their representatives, and 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 Administrator of the Wage and Hour
Division, Employment Standards Administration,Washington, DC 20210. The 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.
c) In the event the contractor,the laborers or mechanics to be employed in the 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 Administrator for determination. The
Administrator,or an authorized representative,will issue a determination with 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) The wage rate (including fringe benefits where appropriate)determined pursuant to this
section,shall be paid to all workers performing work in the classification under this contract
from the first day on which work is performed in the classification.
6) Withholding-STA shall upon its own action or upon written request of an authorized representative
of the Department of Labor withhold or cause to be withheld from the contractor 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,so 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(or under the United States Housing Act of 1937 or under the
Housing Act of 1949 in the construction or development of the project), all or part of the wages
required by the contract,STA may,after written notice to the contractor,sponsor, applicant,or
owner,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.
7) Payrolls and basic records
a) Payrolls and basic records relating thereto shall be maintained by the contractor during the
course of the work and preserved for a period of three years thereafter for all laborers and
mechanics working at the site of the work(or under the United States Housing Act of 1937,or
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under the Housing Act of 1949, in the construction or development of the project). Such
records shall contain the name,address, and social security number of each such worker, his or
her correct classification, hourly rates of wages paid(including rates of contributions or costs
anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in
section 1(b) (2)(b)of the Davis-Bacon Act),daily and weekly number of hours worked,
deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29
CFR 5.5(a)(1)(iv)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 1(b)
(2)(b)of the Davis-Bacon Act,the contractor shall maintain records which show that the
commitment to provide such benefits is enforceable,that the plan or program is financially
responsible,and that the plan or program has been communicated in writing to the laborers or
mechanics affected, and records which show the costs anticipated or the actual cost incurred in
providing such benefits. Contractors employing apprentices or trainees under approved
programs shall maintain written evidence of the registration of apprenticeship programs and
certification of trainee programs,the registration of the apprentices and trainees,and the ratios
and wage rates prescribed in the applicable programs.
b) The contractor shall submit weekly for each week in which any contract work is performed a
copy of all payrolls to Spokane Transit Authority for transmission to the Federal Transit
Administration. The payrolls submitted shall set out accurately and completely all of the
information required to be maintained under section 5.5(a)(3)(i)of Regulations, 29 CFR part 5.
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 029-005-00014-1), U.S. Government Printing Office,Washington, DC 20402. The prime
contractor is responsible for the submission of copies of payrolls by all subcontractors.
c) Each payroll submitted shall be accompanied by a "Statement of Compliance,"signed by the
contractor or subcontractor or his or her agent who pays or supervises the payment of the
persons employed under the contract and shall certify the following:
i) That the payroll for the payroll period contains the information required to be maintained
under section 5.5(a)(3)(i)of Regulations, 29 CFR part 5 and that such information is correct
and complete;
ii) That each 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
Regulations,29 CFR part 3;
iii) That each laborer or mechanic has been paid not less than the applicable wage rates and
fringe benefits or cash equivalents for the classification of work performed, as specified in
the applicable wage determination incorporated into the contract.
d) 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 this section.
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e) The falsification of any of the above certifications may subject the contractor or subcontractor
to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the
United States Code.
f) The contractor or subcontractor shall make the records required under this section available for
inspection,copying,or transcription by authorized representatives of the Federal Transit
Administration or the Department of Labor, 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 Federal agency may,after written notice to
the contractor,sponsor, applicant,or owner,take such action 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.
8) Apprentices and trainees—
a) Apprentices-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 U.S. Department of Labor, Employment and
Training Administration, Bureau of Apprenticeship and Training,or with a State Apprenticeship
Agency recognized by the Bureau, or if a person is employed in his or 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. The allowable ratio of apprentices to
journeymen 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
worker 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 on 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 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's hourly rate)specified in the contractor's or subcontractor's
registered program shall be observed. 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 journeymen 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 of the Wage and Hour Division of the U.S. Department of
Labor determines that a different practice prevails for the applicable apprentice classification,
fringes shall be paid in accordance with that determination. In the event the Bureau of
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Apprenticeship and Training, or a State Apprenticeship Agency recognized by the Bureau,
withdraws approval of an apprenticeship program,the contractor will no longer be permitted to
utilize apprentices at less than the applicable predetermined rate for the work performed until
an acceptable program is approved.
b) Trainees-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 U.S. Department of Labor, Employment and Training Administration. The
ratio of trainees to journeymen on the job site shall not be greater than permitted under the
plan approved by the Employment and Training Administration. Every trainee must be paid at
not less than the rate specified in the approved program for the trainee's level of progress,
expressed as a percentage of the journeyman 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 wage rate on the wage determination which provides for less
than full fringe benefits for apprentices. 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. In the event the Employment and Training Administration withdraws
approval of a training program,the contractor 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.
c) Equal employment opportunity-The utilization of apprentices,trainees and journeymen under
this part shall be in conformity with the equal employment opportunity requirements of
Executive Order 11246, as amended,and 29 CFR part 30.
9) Subcontracts-The contractor or subcontractor shall insert in any subcontracts the clauses contained
in 29 CFR 5.5(a)(1)through (10)and such other clauses as the Federal Transit Administration may by
appropriate instructions require,and also a clause requiring the subcontractors to include these
clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance
by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5.
10) Contract termination:debarment-A breach of the contract clauses in 29 CFR 5.5 may be grounds
for termination of the contract, and for debarment as a contractor and a subcontractor as provided
in 29 CFR 5.12.
11) Compliance with Davis-Bacon and Related Act requirements-All rulings and interpretations of the
Davis-Bacon and Related Acts contained in 29 CFR parts 1,3, and 5 are herein incorporated by
reference in this contract.
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12) Disputes concerning labor standards- Disputes arising out of the labor standards provisions of this
contract shall not be subject to the general disputes clause of this contract.Such disputes shall be
resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 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 U.S. Department of Labor,or the
employees or their representatives.
13) Certification of eligibility
a) By entering into this contract,the contractor certifies that neither it(nor he or she) nor any
person or firm who has an interest in the contractor's firm is a person or firm ineligible to be
awarded Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR
5.12(a)(1).
b) No part of this contract shall be subcontracted to any person or firm ineligible for award of a
Government contract by virtue of section 3(a)of the Davis-Bacon Act or 29 CFR 5.12(a)(1).
c) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C.
Regulations Pursuant to The Copeland "Anti-Kickback Act"
The Contractor shall comply with the applicable regulations of the Secretary of Labor, U.S. Department
of Labor, made pursuant to the so-called "Anti-Kickback Act"of June 13, 1934,(48 Stat.948; 62 Stat.
862;Title 18 U.S.C. §874; and Title 40 U.S.C. §276c),and any amendments or modifications thereof,
shall cause appropriate provisions to be inserted in subcontracts to ensure compliance therewith by all
subcontractors subject thereto,and shall be responsible for the submission of affidavits required by
subcontractors thereunder, except as said Secretary of Labor may specifically provide for reasonable
limitations,variations,tolerances, and exemptions from the requirements thereof.
Section 3: Clauses for contracts over $10,000
Termination
1. Termination for Convenience (General Provision)—The(Recipient) may terminate this contract,
in whole or in part,at any time by written notice to the Contractor when it is in the
Government's best interest.The Contractor shall be paid its costs, including contract close-out
costs,and profit on work performed up to the time of termination.The Contractor shall
promptly submit its termination claim to(Recipient)to be paid the Contractor. If the Contractor
has any property in its possession belonging to the(Recipient),the Contractor will account for
the same,and dispose of it in the manner the (Recipient) directs.
2. Termination for Default [Breach or Cause] (General Provision)—If the Contractor does not
deliver supplies in accordance with the contract delivery schedule, or, if the contract is for
services,the Contractor fails to perform in the manner called for in the contract,or if the
Contractor fails to comply with any other provisions of the contract,the (Recipient) may
terminate this contract for default.Termination shall be effected by serving a notice of
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termination on the contractor setting forth the manner in which the Contractor is in default.The
contractor will only be paid the contract price for supplies delivered and accepted,or services
performed in accordance with the manner of performance set forth in the contract.
If it is later determined by the(Recipient)that the Contractor had an excusable reason for not
performing,such as a strike,fire,or flood, events which are not the fault of or are beyond the
control of the Contractor,the (Recipient),after setting up a new delivery of performance
schedule, may allow the Contractor to continue work,or treat the termination as a termination
for convenience.
3. Opportunity to Cure(General Provision)—The(Recipient) in its sole discretion may, in the case
of a termination for breach or default, allow the Contractor[an appropriately short period of
time] in which to cure the defect. In such case,the notice of termination will state the time
period in which cure is permitted and other appropriate conditions If Contractor fails to remedy
to(Recipient)'s satisfaction the breach or default of any of the terms,covenants,or conditions
of this Contract within [ten (10)days] after receipt by Contractor of written notice from
(Recipient)setting forth the nature of said breach or default, (Recipient)shall have the right to
terminate the Contract
Recycled Products/Recovered Materials
[Note: Insert into contracts procuring$10,000 or more per year of items designated by the EPA.]
CONTRACTOR agrees to comply with all the requirements of Section 6002 of the Resource Conservation
and Recovery Act(RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory
provisions of 40 CFR Part 247,and Executive Order 12873,as they apply to the procurement of the items
designated in Subpart B of 40 CFR Part 247.
Section 4: Clause for contracts over $25,000
Suspension and Debarment
This contract is a covered transaction for purposes of 2 CFR Parts 1200 and 180. As such,the
CONTRACTOR is required to comply with 2 CFR Part 180,Subpart C and must include the requirement to
comply with 2 CFR Part 180,Subpart C in any lower tier covered transaction it enters into. By signing
and submitting its bid or proposal,the bidder or proposer certifies as follows:
The certification in this clause is a material representation of fact relied upon by Spokane Transit
Authority. If it is later determined that the bidder or proposer knowingly rendered an erroneous
certification, in addition to remedies available to Spokane Transit Authority,the Federal Government
may pursue available remedies, including but not limited to suspension and/or debarment. The bidder
or proposer agrees to comply with the requirements of 2 CFR Part 180,Subpart C while this offer is valid
and throughout the period of any contract that may arise from this offer. The bidder or proposer
further agrees to include a provision requiring such compliance in its lower tier covered transactions.
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Section 5: Clauses for contracts over $100,000
Buy America Requirements
If applicable, CONTRACTOR shall complete and submit a declaration certifying either compliance or
noncompliance with Buy America.CONTRACTOR agrees to comply with 49 U.S.C. 5323(j) and 49 CFR
Part 661,which provide that Federal funds may not be obligated unless steel, iron,and manufactured
products used in FTA-funded projects are produced in the United States, unless a waiver has been
granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 CFR 661.7,
and include final assembly in the United States for 15 passenger vans and wagons produced by Chrysler
Corporation, microcomputer equipment,software,and small purchases (currently less than$100,000)
made with capital,operating,or planning funds.
Resolutions of Disputes, Breaches, or Other Litigation
[Note: Delete this clause if already included in standard contract language.]
1. Disputes-Disputes arising in the performance of this Contract which are not resolved by
agreement of the parties shall be decided in writing by the authorized representative of
(Recipient)'s [title of employee].This decision shall be final and conclusive unless within [ten
(10)] days from the date of receipt of its copy,the Contractor mails or otherwise furnishes a
written appeal to the [title of employee]. In connection with any such appeal,the Contractor
shall be afforded an opportunity to be heard and to offer evidence in support of its position.The
decision of the [title of employee] shall be binding upon the Contractor and the Contractor shall
abide be the decision.
2. Performance During Dispute-Unless otherwise directed by(Recipient), Contractor shall
continue performance under this Contract while matters in dispute are being resolved.
3. Claims for Damages -Should either party to the Contract suffer injury or damage to person or
property because of any act or omission of the party or of any of his employees,agents or
others for whose acts he is legally liable,a claim for damages therefor shall be made in writing
to such other party within a reasonable time after the first observance of such injury of damage.
4. Remedies-Unless this contract provides otherwise,all claims, counterclaims,disputes and other
matters in question between the (Recipient) and the Contractor arising out of or relating to this
agreement or its breach will be decided by arbitration if the parties mutually agree, or in a court
of competent jurisdiction within the State in which the(Recipient) is located.
5. Rights and Remedies-The duties and obligations imposed by the Contract Documents and the
rights and remedies available thereunder shall be in addition to and not a limitation of any
duties,obligations, rights and remedies otherwise imposed or available by law. No action or
failure to act by the (Recipient), (Architect)or Contractor shall constitute a waiver of any right or
duty afforded any of them under the Contract, nor shall any such action or failure to act
constitute an approval of or acquiescence in any breach thereunder,except as may be
specifically agreed in writing.
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Contractors shall provide the certification required by 49 CFR part 20, "New Restrictions on Lobbying" in
its bid or proposal. Each tier certifies to the tier above that it will not and has not used Federal
appropriated funds to pay any person or organization for influencing or attempting to influence an
officer or employee of any agency,a member of Congress,officer or employee of Congress,or an
employee of a member of Congress in connection with obtaining any Federal contract,grant or any
other award covered by 31 U.S.C. 1352. Each tier shall also disclose any lobbying with non-Federal funds
that takes place in connection with obtaining any Federal award.Such disclosures are forwarded from
tier to tier up to STA.
Clean Air and Water Requirements
CONTRACTOR agrees to comply with all applicable standards,orders,or requirements issued under
Section 306 of the Clean Air Act(42 USC 1857(h)),Section 508 of the Clean Water Act(33 USC 1368),
Executive Order 11738,and Environmental Protection Agency regulations (40 CFR, Part 15)which
prohibit the use of nonexempt federal Agreements,grants or loans,of facilities included on the EPA List
for Violating Facilities. CONTRACTOR agrees to report each violation to STA and understands and agrees
that STA will, in turn, report each violation as required to assure notification to FTA and the appropriate
EPA Regional Office. CONTRACTOR also agrees to include these requirements in each subcontract
exceeding$100,000 financed in whole or in part with Federal assistance provided by FTA.
Contract Work Hours & Safety Standards Act
1) Overtime Requirements. No Company or sub-agreement or contracting for any part of the
Agreement work which may require or involve the employment of laborers or mechanics shall
require or permit any such laborer or mechanic in any work week in which they are employed on
such work to work in excess of forty hours per week unless such laborer or mechanic receives
compensation at a rate not less than one and one-half times the basic rate of pay for all hours
worked in excess of forty hours in such work week.
2) Liability for Unpaid Wages and Liquidated Damages. In the event of any violation of the clause set
forth in subparagraph (b) (1) of 29 CFR Section 5.5,CONTRACTOR and any sub-agreement or
responsible therefore shall be liable for the unpaid wages and applicable liquidated damages.Such
liquidated damages shall be computed with respect to each individual laborer or mechanic,
including watchmen and guards,employed in violation of the clause set forth in subparagraph (b)(1)
dayon which such individual was
the sum of$10 each for each calendar
of 29 CFR Section 5.5 in
required or permitted to work in excess of eight hours or in excess of the standard work week of
forty hours without payment of the overtime wages required by the clause set forth in
subparagraph (b)(1)of 29 CFR Section 5.5.
3) Withholding for Unpaid Wages and Liquidated Damages.The U.S. Department of Transportation
(DOT) or STA shall, upon its own action or upon written request of an authorized representative of
the DOT,withhold or cause to be withheld,from any monies payable on account of work performed
by CONTRACTOR or sub-contractor under this Agreement or any other federally-assisted Agreement
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subject to the Agreement 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
Company or subcontractor for unpaid wages and liquidated damages as provided in the clause set
forth in subparagraph (b)(2)of 29 CFR Section 5.5.
4) Subcontracts.CONTRACTOR or subcontractor shall insert in any subcontract the clauses set forth in
subparagraphs A through E of this section,and also a clause requiring the subcontractors to include
these clauses in any lower tier subcontracts.CONTRACTOR shall be responsible for compliance by
any subcontractor or lower tier subcontractor with the clauses set forth in subparagraphs A through
E of this section.
[Note: Add the clause below for non-construction related turn-key, roll stock and operational contracts
(expect transportation services and open market contracts).]
5) Non-construction Grants. CONTRACTOR or subcontractor shall maintain payrolls and basic payroll
records during the course of the work and shall preserve them for a period of three years from the
completion of the Agreement for all laborers and mechanics, including guards and watchmen,
working on the Agreement.Such records shall contain the name and address of each such
employee,social security number,correct classifications, hourly rates of wages paid,daily and
weekly number of hours worked,deductions made, and actual wages paid.
Performance and Payment Bonding Requirements (Construction)
1. The Contractor shall be required to obtain performance and payment bonds as follows:
a. Performance bonds
i. The penal amount of performance bonds shall be 100 percent of the original
contract price, unless the(Recipient)determines that a lesser amount would be
adequate for the protection of the(Recipient).
ii. The (Recipient) may require additional performance bond protection when a
contract price is increased. The increase in protection shall generally equal 100
percent of the increase in contract price.The(Recipient) may secure additional
protection by directing the Contractor to increase the penal amount of the
existing bond or to obtain an additional bond.
b. Payment bonds
i. The penal amount of the payment bonds shall equal:
1. Fifty percent of the contract price if the contract price is not more than
$1 million.
2. Forty percent of the contract price if the contract price is more than$1
million but not more than$5 million;or
3. Two and one half million if the contract price is more than$5 million.
c. If the original contract price is$5 million or less,the(Recipient) may require additional
protection as required by subparagraph 1 if the contract price is increased.
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Section 6: Clauses for contracts transit operations/safety sensitive
Transit Employee Protective Provisions
1. The Contractor agrees to the comply with applicable transit employee protective requirements
as follows:
a. General Transit Employee Protective Requirements -To the extent that FTA determines
that transit operations are involved,the Contractor agrees to carry out the transit
operations work on the underlying contract in compliance with terms and conditions
determined by the U.S.Secretary of Labor to be fair and equitable to protect the
interests of employees employed under this contract and to meet the employee
protective requirements of 49 U.S.C.A 5333(b),and U.S. DOL guidelines at 29 C.F.R. Part
215, and any amendments thereto.These terms and conditions are identified in the
letter of certification from the U.S. DOL to FTA applicable to the FTA Recipient's project
from which Federal assistance is provided to support work on the underlying contract.
The Contractor agrees to carry out that work in compliance with the conditions stated in
that U.S. DOL letter. The requirements of this subsection (1), however, do not apply to
any contract financed with Federal assistance provided by FTA either for projects for
elderly individuals and individuals with disabilities authorized by 49 U.S.C. § 5310(a)(2),
or for projects for nonurbanized areas authorized by 49 U.S.C. §5311. Alternate
provisions for those projects are set forth in subsections (b)and (c)of this clause.
b. Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. §
5310(a)(2)for Elderly Individuals and Individuals with Disabilities- If the contract
involves transit operations financed in whole or in part with Federal assistance
authorized by 49 U.S.C.§5310(a)(2),and if the U.S.Secretary of Transportation has
determined or determines in the future that the employee protective requirements of
49 U.S.C. §5333(b)are necessary or appropriate for the state and the public body
subrecipient for which work is performed on the underlying contract,the Contractor
agrees to carry out the Project in compliance with the terms and conditions determined
by the U.S. Secretary of Labor to meet the requirements of49 U.S.C. §5333(b), U.S. DOL
guidelines at 29 C.F.R. Part 215, and any amendments thereto.These terms and
conditions are identified in the U.S. DOL's letter of certification to FTA,the date of which
is set forth Grant Agreement or Cooperative Agreement with the state.The Contractor
agrees to perform transit operations in connection with the underlying contract in
compliance with the conditions stated in that U.S. DOL letter.
c. Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C.§5311 in
Nonurbanized Areas-If the contract involves transit operations financed in whole or in
part with Federal assistance authorized by 49 U.S.C. §5311,the Contractor agrees to
comply with the terms and conditions of the Special Warranty for the Nonurbanized
Area Program agreed to by the U.S. Secretaries of Transportation and Labor, dated May
31, 1979,and the procedures implemented by U.S. DOL or any revision thereto.
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2. The Contractor also agrees to include the any applicable requirements in each subcontract
involving transit operations financed in whole or in part with Federal assistance provided by
FTA.
Drug and Alcohol Testing
Option 1
The contractor agrees to participate in (grantee's or recipient's)drug and alcohol program established
in compliance with 49 CFR 653 and 654.
Option 2
The contractor agrees to establish and implement a drug and alcohol testing program that complies with
49 CFR Parts 653 and 654, produce any documentation necessary to establish its compliance with Parts
653 and 654, and permit any authorized representative of the United States Department of
Transportation or its operating administrations,the State Oversight Agency of(name of State),or the
(insert name of grantee),to inspect the facilities and records associated with the implementation of the
drug and alcohol testing program as required under 49 CFR Parts 653 and 654 and review the testing
process.The contractor agrees further to certify annually its compliance with Parts 653 and 654 before
(insert date)and to submit the Management Information System (MIS) reports before(insert date
before March 15)to(insert title and address of person responsible for receiving information).To certify
compliance the contractor shall use the"Substance Abuse Certifications" in the "Annual List of
Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements,"
which is published annually in the Federal Register.
Option 3
The contractor agrees to establish and implement a drug and alcohol testing program that complies with
49 CFR Parts 653 and 654, produce any documentation necessary to establish its compliance with Parts
653 and 654,and permit any authorized representative of the United States Department of
Transportation or its operating administrations,the State Oversight Agency of(name of State),or the
(insert name of grantee),to inspect the facilities and records associated with the implementation of the
drug and alcohol testing program as required under 49 CFR Parts 653 and 654 and review the testing
process.The contractor agrees further to certify annually its compliance with Parts 653 and 654 before
(insert date) and to submit the Management Information System (MIS) reports before(insert date
before March 15)to(insert title and address of person responsible for receiving information).To certify
compliance the contractor shall use the "Substance Abuse Certifications" in the"Annual List of
Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements,"
which is published annually in the Federal Register.The Contractor agrees further to [Select a, b,or c] (a)
submit before(insert date or upon request) a copy of the Policy Statement developed to implement its
drug and alcohol testing program;OR (b)adopt(insert title of the Policy Statement the recipient wishes
the contractor to use) as its policy statement as required under 49 CFR 653 and 654;OR (c)submit for
review and approval before ( insert date or upon request)a copy of its Policy Statement developed to
agrees to:(to be determined
implement its drugand alcohol testingprogram. In addition,the contractor
pp g
by the recipient, but may address areas such as:the selection of the certified laboratory,substance
abuse professional,or Medical Review Officer,or the use of a consortium).
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Section 7: Special clauses
Seismic Safety
[Note: Use when procuring construction contracts for new or existing buildings(Construction and A&E)]
The contractor agrees that any new building or addition to an existing building will be designed and
constructed in accordance with the standards for Seismic Safety required in Department of
Transportation Seismic Safety Regulations 49 CFR Part 41 and will certify to compliance to the extent
required by the regulation.The contractor also agrees to ensure that all work performed under this
contract including work performed by a subcontractor is in compliance with the standards required by
the Seismic Safety Regulations and the certification of compliance issued on the project.
[Note: insert into contracts for rolling stock or facilities construction/renovation and A&E services.]
STA and contractors are required to comply with all applicable requirements of the Americans with
Disabilities Act of 1990(ADA),42 U.S.C. §§ 12101 et seq. and 49 U.S.C. §322;Section 504 of the
Rehabilitation Act of 1973,as amended,29 U.S.C. §794;Section 16 of the Federal Transit Act,as
amended,49 U.S.C. app. § 1612; and the following regulations and any amendments thereto:
1) U.S. DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)",49 C.F.R. Part
37;
2) U.S. DOT regulations, "Nondiscrimination on the Basis of Handicap in Programs and Activities
Receiving or Benefiting from Federal Financial Assistance",49 C.F.R. Part 27;
3) U.S. DOT regulations, "Americans With Disabilities(ADA)Accessibility Specifications for
Transportation Vehicles",49 C.F.R. Part 38;
4) Department of Justice (DOJ) regulations, "Nondiscrimination on the Basis of Disability in State and
Local Government Services", 28 C.F.R. Part 35;
5) DOJ regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and in
Commercial Facilities", 28 C.F.R. Part 36;
6) General Services Administration regulations, "Construction and Alteration of Public Buildings",
"Accommodations for the Physically Handicapped",41 C.F.R. Part 101-19;
7) Equal Employment Opportunity Commission (EEOC)"Regulations to Implement the Equal
Employment Provisions of the Americans with Disabilities Act", 29 C.F.R. Part 1630;
8) Federal Communications Commission regulations, "Telecommunications Relay Services and Related
Customer Premises Equipment for the Hearing and Speech Disabled",47 C.F.R. Part 64,Subpart F;
and
9) FTA regulations, "Transportation for Elderly and Handicapped Persons",49 C.F.R. Part 609
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Exhibit 3
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND
VOLUNTARY EXCLUSION IN A LOWER
TIER COVERED TRANSACTION
This contract is a covered transaction for purposes of 2 CFR Parts 1200 and 180. As such,the CONSULTANT
is required to comply with 2 CFR Part 180, Subpart C and must include the requirement to comply with 2
CFR Part 180, Subpart C in any lower tier covered transaction it enters into.
By signing and submitting its bid or proposal,the bidder or proposer certifies as follows:
The certification in this clause is a material representation of fact relied upon by Spokane Transit Authority.
If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition
to remedies available to Spokane Transit Authority, the Federal Government may pursue available remedies,
including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the
requirements of 2 CFR Part 180,Subpart C while this offer is valid and throughout the period of any contract
that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such
compliance in its lower tier covered transactions.
Company Name of Respondent:
Company Address:
Telephone Number:
Fax Number:
Email Address:
Authorized Signature:
Printed Name and Title:
Date Signed:
Exhibit 3
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND
VOLUNTARY EXCLUSION IN A LOWER
TIER COVERED TRANSACTION
This contract is a covered transaction for purposes of 2 CFR Parts 1200 and 180. As such,the CONSULTANT
is required to comply with 2 CFR Part 180, Subpart C and must include the requirement to comply with 2
CFR Part 180,Subpart C in any lower tier covered transaction it enters into.
By signing and submitting its bid or proposal,the bidder or proposer certifies as follows:
The certification in this clause is a material representation of fact relied upon by Spokane Transit Authority.
If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition
to remedies available to Spokane Transit Authority, the Federal Government may pursue available remedies,
including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the
requirements of 2 CFR Part 180,Subpart C while this offer is valid and throughout the period of any contract
that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such
compliance in its lower tier covered transactions.
Company Name of Respondent:
Company Address:
Telephone Number:
Fax Number:
Email Address:
Authorized Signature:
Printed Name and Title:
Date Signed: