HomeMy WebLinkAboutC04-051 LTK Engineering Services
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NOTICE TO PROCEED
PROJECT: Automated Fare Collection Plan Review
CONTRACT NO.: AFC-Ol
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TO: George N. Dorshimer, P.E.
President, L TK Engineering
100 West Butler Avenue
Ambler, PA 19002
You are hereby authorized to proceed on December 15. 2003 or within ten (10)
consecutive calendar days thereafter, with the Work covered by the Contract
Documents for this project.
Eagle County Regional Transportation Authority:
By:
~JA.J (;2Jdlef1
Name:
Title:
Date:
Location:
Stephen Richards
Chair, ECO Board of Directors
December 15, 2003
Eagle, C<;>lorado 81631
ACKNOWLEDGMENT OF RECEIPT OF NOTICE TO PROCEED:
Receipt of the above Notice to Proceed is hereby acknowledged this 7th day
of January , 2004
Contractor:
L TK Engineering
By: ~1^,' ~
Name:
Title:
George N. Dorshimer, P.E.
President
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Notice to Proceed
Automated Fare Collection System/ITS System Plan Review
AGREEMENT FOR
AUTOMATED FARE COLLECTION SYSTEM. PLAN REVIEW -I\
BETWEEN ~~
EAGLE COUNTY REGIONAL TRANSPORTATION AUTHORITY, COUNTY)
EAGLE,STA~COWRADO ~
LTKENGINEERINGSERVICES G
THIS AGREEMENT is made effective December _, 2003, by and between Eagle
County Regional Transportation Authority, County of Eagle, State of Colorado, (hereinafter
referred to as "ECO Transit"), and L TK Engineering Services.
Recitals
A. ECO Transit desires LTK Engineering Services to review ECO Transit's plan to
procure and implement an automated fare collection system and ancillary systems.
B. LTK Engineering Services has made a proposal, dated October 23,2003 ("LTK
Engineering Services Proposal"), which demonstrates it is a professional contractor
knowledgeable and experienced in conducting a thorough analysis of ECO Transit Automated
Fare Collection System Plan and RFP.
C. ECO Transit and LTK Engineering Services intend by this Agreement to set forth the
scope of the responsibilities of LTK Engineering Services in connection with this project and
related terms and conditions to govern the relationship between ECO Transit and L TK
Engineering Services.
Aereement
Therefore, for good and valuable consideration, including the promises set forth herein,
the parties agree to the following:
1. Scone of the Work:
A. LTK Engineering Services shall provide all labor and materials to perform the work as set
forth in L TK Engineering Services' Proposal, in ECO Transit's request for consulting services,
dated October 10, 2003, and as otherwise called for or set out in those contract documents listed
in Article 8 ("Contract Documents"), which are incorporated herein by reference, and except as
modified hereunder. The work is generally described as providing services to conduct a
thorough evaluation of ECO Transit plan to procure an Automated Fare Collection system.
To the extent that the Scope or Work set forth herein may differ from or be inconsistent with the
work set forth in the L TK Engineering Services Proposal or other Contract Documents, the terms
and conditions of this Agreement shall prevail.
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2. Time of Performance:
A. L TK Engineering Services shall begin the services to be performed under this Agreement
upon a Notice to Proceed from ECO Transit after receipt of an executed contract and acceptable
insurance certificates as required herein. Deliverables and timelines, incorporating revisions to
timeline and process, are summarized below.
Activity Comoletion Date
A ward of Contract: December 10, 2003
Review Fare Collection System Objectives January 23, 2004
. Prior to reviewing ECO Transit's draft documents, consultant shall conduct a brief
review of any available planning documents that reflect ECO's objectives for fare
collection, including short-term and long-term plans, the current, Federally-mandated
Transit Element, and other pertinent documents. Before concluding this review, L TK
Engineering Services will conduct one on-site visit with ECO Transit.
Review and Provide Comments to Draft Procurement Documents February 13, 2004
. As specified in LTK Engineering Services' proposal to ECO Transit, dated October 23,
2003. However, the document containing redline-strikeout shall be sent to ECO
electronically in MS Word and in Adobe Acrobat (PDF).
. Provide ECO with a list of all potential vendors who may be interested in participating in
the industry review
. Option: Meet with ECO Transit officials on-site to review redline-strikeout documents
Conduct External Industry Review March 5, 2004
. ECO shall issue the draft procurement documents no later than January 5, requesting that
vendors submit all comments to LTK Engineering Services and ECO Transit by January
21.
. Option: Meet on-site with ECO Transit officials to review comments received from
vendors
Final Recommendations of Draft Procurement Document March 19, 2004
. LTK Engineering Services will submit final recommendations to ECO Transit
B. ECO Transit may grant an extension of time for the completion of the Scope of Work,
provided it is satisfied that delays or hindrances were due to causes outside LTK Engineering
Services' control, and provided that such extensions of time shall in no instance exceed the time
actually lost to LTK Engineering Services by reason of such causes, and provided further that
LTK Engineering Services shall have given ECO Transit immediate (as determined by the
circumstances, but not exceeding 48 hours) notice in writing of the cause of the delay.
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Contract and Terms
3. Compensation and Pavment:
A. ECO Transit agrees to pay L TK Engineering Services for its services in performing the
Scope of Work in accordance with the price quotes presented in LTK Engineering Services'
Proposal. Specifically, ECO Transit shall pay LTK Engineering Services an amount not to
exceed Ten Thousand Dollars ($10,000.00).
B. The funds appropriated for this project are equal to or in excess of the contract amount.
Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made
to ECO Transit nor shall any payment be made to L TK Engineering Services in excess of the
above amounts for any work done without the written approval of the ECO Transit in accordance
with a budget adopted by the Board of County Commissioners in accordance with the provisions
of the Colorado Revised Statutes.
C. Once per month, or upon completion of each task, LTK Engineering Services shall submit to
ECO Transit an application for payment filled out and signed by LTK Engineering Services
covering the work completed as of the date of the application, and accompanied by such
supporting documentation as ECO Transit may reasonably require. ECO Transit agrees to pay
LTK Engineering Services within thirty (30) days of receipt of a properly documented invoice.
D. LTK Engineering Services shall maintain comprehensive, complete and accurate records and
accounts of its performance relating to this Agreement for a period of three (3) years following
final payment, which period shall be extended at ECO Transit's reasonable request. ECO Transit
shall have the right within such period to inspect such books, records and documents upon
demand, with reasonable notice and at a reasonable time.
4. IndeDendent Contractor:
It is expressly acknowledged and understood by the parties hereto that nothing contained in
this Agreement shall result in, or be construed as establishing, an employment relationship. L TK
Engineering Services shall be, and shall perform as, an independent contractor. No agent,
subcontractor, employee, or servant of LTK Engineering Services shall be, or shall be deemed to
be, the employee, agent or servant ofECO Transit. LTK Engineering Services shall be solely
and entirely responsible for its acts and for the acts ofLTK Engineering Services' agents,
employees, and servants during the performance of this agreement. LTK Engineering Services
shall not represent, act, purport to act or be deemed the agent, representative, employee or
servant of ECO Transit.
5. No Assienment or Subcontractine:
The parties to this Agreement recognize that in entering into this Agreement, ECO Transit is
relying upon the skill and reputation of L TK Engineering Services. Therefore L TK Engineering
Services may not assign its interest in the Agreement, including the assignment of any rights or
delegation of any obligations provided therein or subcontract the performance of any part of the
.
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Contract and Terms
Work, without the prior written consent of ECO Transit, which consent ECO Transit may
withhold at its sole discretion. Except as so provided, this Agreement shall be binding on and
inure to the benefit of the parties hereto, and their respective successors and assigns, and shall
not be deemed to be for the benefit of or enforceable by any third party. Unless specifically
stated to the contrary in any written consent to an assignment, no assignment will release or
discharge the assignor from any duty or responsibility under the Agreement.
6. Insurance:
A. At all times during the term of this Agreement, L TK Engineering Services shall maintain the
following insurance:
(i) Claims under Workmen's Compensations, disability benefits, and other similar
employee benefit acts, with coverage and in amounts as required by the laws of the State
of Colorado.
(ll) General Liability Coverage in the minimum amount of $2,000,000. (Combined
personal injury/property damage limit) for coverage of claims for damage arising from
the performance of services under this Agreement, including but not limited to personal
injury or death, property damage, and other damages imposed by law upon LTK
Engineering Services with respect to all work performed by them.
(ill) Comprehensive Automobile Insurance in the amounts as required by the laws of the
State of Colorado, if applicable.
(iv) Any other coverage required by State and Federal law or generally maintained in the
engineering industry as applied to the services contained herein.
B. Certificates of Insurance: Certificates of Insurance acceptable to the ECO Transit shall be
filed with the ECO Transit prior to commencement of the Scope of Work. Except for Workers
Compensation and Professional Liability insurance, these certificates shall contain provisions
naming the ECO Transit as an additional insured under LTK Engineering Services' insurance
and that coverage afforded under the policies will not be canceled until at least thirty days prior
written notice has been given the ECO Transit.
7. Indemnification:
LTK Engineering Services shall indemnify Eagle County and ECO Transit for, and hold
Eagle County and ECO Transit and its officials, boards, officers, principals and employees,
harmless from, all costs, claims and expenses, including reasonable attorney's fees, to the extent
caused by the negligent acts or omissions of LTK Engineering Services.
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Automated Fare Collection Plan Review
Contract and Terms
8. Contract Documents:
The Contract Documents which comprise the entire Agreement are made a part hereof, and
consist of the following. There are no Contract Documents other than those listed below in this
Article 8. The Contract Documents may only be altered, amended, or repealed by an executed,
written amendment to this Agreement.
A. This Agreement;
B. ECO Transit's Request for Proposal for engineering services, attached hereto as Exhibit "A;"
C. LTK Engineering Services' Proposal attached hereto as Exhibit "B;"
D. Required Federal Contract Clauses relating to Architectural and Engineering Services of this
scope, attached hereto as Exhibit "C"; if any of the terms of this Exhibit "C" conflict with the
terms of this Agreement, the terms of this Exhibit "c" shall control;
E. Any amendments duly executed after adoption of this agreement.
9. L TK Enmneerine Services' Representations:
In order to induce the ECO Transit to enter into this Agreement, L TK Engineering Services
makes the following representations:
A. L TK Engineering Services has familiarized itself with the nature and extent of this
Agreement and the Contract Documents, Scope of Work, locality, and with all local conditions,
and federal, state, and local laws, ordinances, rules and regulations that in any manner may affect
the cost, progress, or performance of the Scope of Work; and
B. LTK Engineering Services shall be responsible for having taken steps reasonably necessary
to ascertain the nature and location of the Scope of Work, and the general and local conditions
which can affect the Scope of Work or the cost thereof. Any failure by LTK Engineering
Services to do so will not relieve it from responsibility for successfully performing the Scope of
Work without additional expense to the ECO Transit. LTK Engineering Services acknowledges
that ECO Transit assumes no responsibility for any understanding or representations concerning
conditions made by any of its officers, employees or agents prior to the execution of this
Agreement, unless such understanding or representations are expressly stated in this Agreement;
C. LTK Engineering Services has made, or caused to be made, examinations, investigations, and
tests and studies as it deems necessary for the performance of the Scope of Work at the contract
price, the contract time, and in accordance with other terms and conditions of this Agreement
and the Contract Documents.
D. L TK Engineering Services shall be responsible for the completeness and accuracy of the
.
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Automated Fare Collection Plan Review
Contract and Terms
Scope of Work and shall correct, at its sole expense, all errors and omissions therein. The fact
that ECO Transit has accepted or approved the Scope of Work shall not relieve L TK Engineering
Services of any if its responsibilities under this Agreement; and
E. L TK Engineering Services shall perform the Scope of Work in a skillful, professional and
competent manner and in accordance with the standards of care, skill, and diligence applicable to
other contractors performing this type of work.
10. Notices:
Any notice required under this Agreement shall be personally delivered or mailed in the
United States mail, first class postage prepaid, to the appropriate party at the following
addresses:
LTK Engineering Services:
Technical:
LTK Engineering Services
300 South Wacker Drive
Suite 2840
Chicago, IL 60606
(312) 922-0800 Ex. 12
(312) 922-1810
Peter C. Comps
Senior Consultant
Contractual:
L TK Engineering Services
1 00 West Butler Avenue
Ambler, PA 19002
Tel: (215) 540-8617
Fax: (215) 542-7676
Ms. Sharon Knorr
Manager of Project Administration
ECO Transit:
Harry Taylor
Director
3289 Cooley Mesa Road, Box 1070
Gypsum, CO 81637
Tel: (970) 328-3521
Fax: (970) 328-3539
With a copy to:
Bryan Treu, Assistant County Attorney
P.o. Box 850
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Automated Fare Collection Plan Review
Contract and Terms
500 Broadway
Eagle, CO 81631
Tel: (970) 328-8685
Fax: (970)328-8699
Written notices shall be delivered personally, by commercial messenger service or by prepaid
U.S. mail. Notices also may be given by facsimile transmission provided an original is also
promptly delivered.
11. Termination:
A. The performance of the Scope of Work may be terminated at any time in whole or in part, by
ECO Transit for its convenience. Any such termination shall be effected by delivery to LTK
Engineering Services of a written notice of termination specifying the date upon which
termination becomes effective. In such event, L TK Engineering Services shall be compensated
for all work completed up to the date of termination.
B. If L TK Engineering Services defaults or neglects to carry out the Scope of Work in
accordance with this Agreement and fails within a five (5) day period after receipt of written
notice from the ECO Transit to correct such default or neglect with diligence and promptness,
the ECO Transit may, without prejudice to other remedies, correct such deficiencies. In such
case, the Agreement may be terminated by ECO Transit and/or a deduction for the cost of
correction shall be taken from payments due to L TK Engineering Services.
c. LTK Engineering Services may terminate this Agreement for cause upon giving ECO Transit
no less than seven calendar days written notice for any of the following reasons: substantial
failure by ECO Transit to perform in accordance with the terms of this Agreement and through
no fault of L TK Engineering Services and no material changes in the conditions under which this
Agreement was entered into, the scope of services or the nature of the project and the failure of
the parties to reach agreement on the compensation and schedule adjustments necessitated by
such changes.
12. Miscellaneous:
A. LTK Engineering Services shall not discriminate against any employee or applicant for
employment to be employed in the performance of this Agreement on the basis of race, color,
religion, national origin, sex, ancestry, physical handicap, age, political affiliation or family
responsibility.
B. The making, execution and delivery of this Agreement by the parties hereto has not been
induced by any prior or contemporaneous representation, statement. warranty or agreement as to
any matter other than those herein expressed. This Agreement and the Contract Documents
embody the entire understanding and agreement of the parties, and there are no further or other
agreements or understandings, written or oral, in effect between them relating to the subject
.
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Automated Fare Collection Plan Review
Contract and Terms
matter hereof. This Agreement may not be amended, including by any modification of, deletion
from or addition to the Scope of the Work, except by a written document of equal formality
executed by both parties hereto.
c. This Agreement shall be governed by and construed in accordance with the internal laws of
the State of Colorado, without reference to choice of law rules. The parties agree that venue in
any action to enforce or interpret this Agreement shall be in the District Court in the 5th District
for the State of Colorado.
D. This Agreement does not and shall not be deemed to confer upon or grant to any third party
any right enforceable at law or equity arising out of any term, covenant, or condition herein or
the breach thereof.
E. The invalidity or unenforceability of any particular provision of this Agreement shall not
affect the other provisions hereof, and this Agreement shall be construed as if such invalid or
unenforceable provision was omitted.
F. In the event of litigation between the parties hereto regarding the interpretation of this
Agreement or the Contract Documents, of the obligations, duties or rights of the parties
hereunder, or if suit otherwise is brought to recover damages for breach of this Agreement, or an
action be brought for injunction or specific performance, then and in such event, the prevailing
party shall recover all reasonable costs incurred with regard to such litigation, including
reasonable attorney's fees.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year
first above written.
ATTEST:
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Eagle County Regional Trans. Authority,
COUNTY OF EAGLE, STATE OF
COLORADO, By and Through Its
BOARD
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STATE OF NEW JERSEY )
) ss:
IN PENNSYLVANIA )
On this 1 day of January, 2004, came before me, a notary public, George N. Dorshimer, known
to me to be the President of L TK Engineering Services who acknowledged to me that he
executed the foregoing document, that he executed it in that capacity, and that the same was the
act of the corporation.
My commission expires:
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Automated Fare Collection Plan Review
Contract and Terms
Federal Transit Administration Required Contract Clauses
Architectural and Engineering Services under $100,0001
The Automated Fare Collection Plan Contract, between L TK Engineering Services and Eagle
County, shall be funded in part by Federal Transit Administration (FTA) funds. The contractor,
L TK Engineering, must comply with the following Federal Contract clauses.
FLY AMERICA REQUIREMENTS 2
ENERGY CONSERVATION 2
ACCESS TO RECORDS 2
FEDERAL CHANGES 3
NO OBLIGATION BY THE FEDERAL GOVERNMENT. 3
PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR
RELATED ACTS. 3
TERMINATION 4
a. Termination for Convenience (General Provision) 4
b. Termination for Default [Breach or Cause] (General Provision) 4
c. Opportunity to Cure (General Provision) 5
€I. Waiver of Remedies for any Breach 5
e. Termination for Convenience (Professional or Transit Service Contracts) 5
f. Termination for Default (Supplies and Service) 6
g. Termination for Default (Transportation Services) 6
h. Termination for Default (Construction) 6
i. Termination for Convenience or Default (Architect and Engineering) 7
Civil Rights 7
State and Local Law Disclaimer 8
Incorporation of Federal Transit Administration (FTA) Terms 9
II .
1 Best Practices Procurement Manual,
Fly America Requirements
The Contractor agrees to comply with 49 U.S.C. 40118 (the "Fly America" Act) in
accordance with the General Services Administration's regulations at 41 CFR Part 301-
10, which provide that recipients and subrecipients of Federal funds and their contractors
are required to use U.S. Flag air carriers for U.S Government-financed international air
travel and transportation of their personal effects or property, to the extent such service is
available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly
America Act. The Contractor shall submit, if a foreign air carrier was used, an
appropriate certification or memorandum adequately explaining why service by a U.S.
flag air carrier was not available or why it was necessary to use a foreign air carrier and
shall, in any event, provide a certificate of compliance with the Fly America
requirements. The Contractor agrees to include the requirements of this section in all
subcontracts that may involve international air transportation.
Energy Conservation
The contractor agrees to comply with mandatory standards and policies relating to energy
efficiency which are contained in the state energy conservation plan issued in compliance
with the Energy Policy and Conservation Act.
Access to Records
The following access to records requirements apply to this Contract:
1. Where the Purchaser is not a State but a local government and is the FT A Recipient or
a subgrantee of the FTA Recipient in accordance with 49 C. F. R. 18.36(i), the Contractor
agrees to provide the Purchaser, the FT A Administrator, the Comptroller General of the
United States or any of their authorized representatives access to any books, documents,
papers and records of the Contractor which are directly pertinent to this contract for the
purposes of making audits, examinations, excerpts and transcriptions. Contractor also
agrees, pursuant to 49 C. F. R. 633.17 to provide the FTA Administrator orChis authorized
representatives including any PMO Contractor access to Contractor's records and
construction sites pertaining to a major capital project, defined at 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.
2. The Contractor agrees to permit any of the foregoing parties to reproduce by any
.
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Automated Fare Collection Plan Review
Required Contract Clauses
means whatsoever or to copy excerpts and transcriptions as reasonably needed.
3. The Contractor agrees to maintain all books, records, accounts and reports required
under this contract for a period of not less than three 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 the Purchaser, the FT A Administrator, the Comptroller General, or any of their duly
authorized representatives, have disposed of all such litigation, appeals, claims or
exceptions related thereto. Reference 49 CFR 18.39(i)(11).
Federal Changes
Contractor shall at all times comply with all applicable FT A regulations, policies,
procedures and directives, including without limitation those listed directly or by
reference in the Master Agreement between Purchaser and FT A, as they may be amended
or promulgated from time to time during the term of this contract. Contractor's failure to
so comply shall constitute a material breach of this contract.
No Obligation by the Federal Government.
(1) The Purchaser and Contractor acknowledge and agree that, notwithstanding any
concurrence by the Federal Government in or approval of the solicitation or award of the
underlying contract, absent the express written consent by the Federal Government, the
Federal Government is not a party to this contract and shall not be subject to any
obligations or liabilities to the Purchaser, Contractor, or any other party (whether or not a
party to that contract) pertaining to any matter resulting from the underlying contract.
(2) The Contractor agrees to include the above clause in each subcontract financed in
whole or in part with Federal assistance provided by FT A. It is further agreed that the
clause shall not be modified, except to identify the subcontractor who will be subject to
its provisions.
Program Fraud and False or Fraudulent Statements or
Related Acts.
(1) The Contractor acknowledges that the provisions of the Program Fraud Civil
Remedies Act of 1986, as amended, 31 U.S.C. ~ ~ 3801 et seq. and U.S. DOT
regulations, "Program Fraud Civil Remedies," 49 C.ER. Part 31, apply to its actions
.
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Automated Fare Collection Plan Review
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pertaining to this Project. Vpon execution of the underlying contract, the Contractor
certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it
may make, or causes to be made, pertaining to the underlying contract or the FT A
assisted project for which this contract work is being performed. In addition to other
penalties that may be applicable, the Contractor further acknowledges that if it makes, or
causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or
certification, the Federal Government reserves the right to impose the penalties of the
Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal
Government deems appropriate.
(2) The Contractor also acknowledges that if it makes, or causes to be made, a false,
fictitious, or fraudulent claim, statement, submission, or certification to the Federal
Government under a contract connected with a project that is financed in whole or in part
with Federal assistance originally awarded by FTA under the authority of 49 V.S.C. ~
5307, the Government reserves the right to impose the penalties of 18 V.S.C. ~ 1001 and
49 V.S.C. ~ 5307(n)(1) on the Contractor, to the extent the Federal Government deems
appropriate.
(3) The Contractor agrees to include the above two clauses in each subcontract financed
in whole or in part with Federal assistance provided by FT A. It is further agreed that the
clauses shall not be modified, except to identify the subcontractor who will be subject to
the provisions.
Termination
a. 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.
b. Termination for Default [Breach or Cause] (General Provision)
If the Contractor does not deliver supplies in accordance with the contract delivery
schedule, or, if the contract is for services, the Contractor fails to perform in the manner
called for in the contract, or if the Contractor fails to comply with any other provisions of
the contract, the (Recipient) may terminate this contract for default. Termination shall be
effected by serving a notice of termination on the contractor setting forth the manner in
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Automated Fare Collection Plan Review
Required Contract Clauses
which the Contractor is in default. The contractor will only be paid the contract price for
supplies delivered aild 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.
c. 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 without any further
obligation to Contractor. Any such termination for default shall not in any way operate to
preclude (Recipient) from also pursuing all available remedies against Contractor and its
sureties for said breach or default.
d. Waiver of Remedies for any Breach
In the event that (Recipient) elects to waive its remedies for any breach by Contractor of
any covenant, term or condition of this Contract, such waiver by (Recipient) shall not
limit (Recipient)'s remedies for any succeeding breach of that or of any other term,
covenant, or condition of this Contract.
e. Termination for Convenience (Professional or Transit Service
Contracts)
The (Recipient), by written notice, may terminate this contract, in whole or in part, when
it is in the Government's interest. If this contract is terminated, the Recipient shall be
liable only for payment under the payment provisions of this contract for services
rendered before the effective date of termination.
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f. Termination for Default (Supplies and Service)
If the Contractor fails to deliver supplies or to perform the services within the time
specified in this contract or any extension or if the Contractor fails to comply with any
other provisions of this contract, the (Recipient) may terminate this contract for default.
The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination
specifying the nature of the default. The Contractor will only be paid the contract price
for supplies delivered and accepted, or services performed in accordance with the manner
or performance set forth in this contract.
If, after termination for failure to fulfill contract obligations, it is determined that the
Contractor was not in default, the rights and obligations of the parties shall be the same as
if the termination had been issued for the convenience of the Recipient.
g. Termination for Default (Transportation Services)
If the Contractor fails to pick up the commodities or to perform the services, including
delivery services, within the time specified in this contract or any extension or if the
Contractor fails to comply with any other provisions of this contract, the (Recipient) may
terminate this contract for default. The (Recipient) shall terminate by delivering to the
Contractor a Notice of Termination specifying the nature of default. The Contractor will
only be paid the contract price for services performed in accordance with the manner of
performance set forth in this contract.
If this contract is terminated while the Contractor has possession of Recipient goods, the
Contractor shall, upon direction of the (Recipient), protect and preserve the goods until
surrendered to the Recipient or its agent. The Contractor and (Recipient) shall agree on
payment for the preservation and protection of goods. Failure to agree on an amount will
be resolved under the Dispute clause.
If, after termination for failure to fulfill contract obligations, it is determined that the
Contractor was not in default, the rights and obligations of the parties shall be the same as
if the termination had been issued for the convenience of the (Recipient).
h. Termination for Default (Construction)
(Omitted)
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i. Termination for Convenience or Default (Architect and
Engineering)
The (Recipient) may terminate this contract in whole or in part, for the Recipient's
convenience or because of the failure of the Contractor to fulfill the contract obligations.
The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination
specifying the nature, extent, and effective date of the termination. Upon receipt of the
notice, the Contractor shall (1) immediately discontinue all services affected (unless the
notice directs otherwise), and (2) deliver to the Contracting Officer all data, drawings,
specifications, reports, estimates, summaries, and other information and materials
accumulated in performing this contract, whether completed or in process.
If the termination is for the convenience of the Recipient, the Contracting Officer shall
make an equitable adjustment in the contract price but shall allow no anticipated profit on
unperformed services.
If the termination is for failure of the Contractor to fulfill the contract obligations, the
Recipient may complete the work by contact or otherwise and the Contractor shall be
liable for any additional cost incurred by the Recipient.
If, after termination for failure to fulfill contract obligations, it is determined that the
Contractor was not in default, the rights and obligations of the parties shall be the same as
if the termination had been issued for the convenience of the Recipient.
Civil Rights
The following requirements apply to the underlying contract:
(1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended,
42 U.S.c. ~ 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42
v.s.c. ~ 6102, section 202 of the Americans with Disabilities Act of 1990,42 D.S.C. ~
12132, and Federal transit law at 49 D.S.C. ~ 5332, the Contractor agrees that it will not
discriminate against any employee or applicant for employment because of race, color,
creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply
with applicable Federal implementing regulations and other implementing requirements
FT A may issue.
(2) Equal Employment Opportunity - The following equal employment opportunity
requirements apply to the underlying contract:
(a) Race. Color. Creed. National Origin. Sex - In accordance with Title vn of the Civil
Rights Act, as amended, 42 D.S.C. ~ 2000e, and Federal transit laws at 49 D.S.C. ~ 5332,
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the Contractor agrees to comply with all applicable equal employment opportunity
requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal
Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,"
41 C.F.R. Parts 60 et seq ., (which implement Executive Order No. 11246, "Equal
Employment Opportunity," as amended by Executive Order No. 11375, "Amending
Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.c. ~ 2oo0e
note), 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
the Project. The Contractor agrees to take affirmative action to ensure that applicants are
employed, and that employees are treated during employment, without regard to their
race, color, creed, national origin, sex, or age. Such action shall include, but not be
limited to, the following: employment, upgrading, demotion or transfer, recruitment or
recruitment advertising, layoff or termination; rates of payor other forms of
compensation; and selection for training, including apprenticeship. In addition, the
Contractor agrees to comply with any implementing requirements FT A may issue.
(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, the
Contractor agrees to refrain from discrimination against present and prospective
employees for reason of age. In addition, the Contractor agrees to comply with any
implementing requirements FTA may issue.
(c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act,
as amended, 42 U.S.C. ~ 12112, the Contractor agrees that it will comply with the
requirements of U.S. Equal Employment Opportunity Commission, "Regulations to
Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29
C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the
Contractor agrees to comply with any implementing requirements FT A may issue.
(3) The Contractor also agrees to include these requirements in each subcontract financed
in whole or in part with Federal assistance provided by FT A, modified only if necessary
to identify the affected parties.
State and Local Law Disclaimer
The use of many of the suggested clauses are not governed by Federal law, but are
significantly affected by State law. The language of the suggested clauses may need to be
modified depending on state law, and that before the suggested clauses are used in the
grantees procurement documents, the grantees should consult with their local attorney.
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Incorporation of Federal Transit Administration (FTA) Terms
The preceding provisions include, in part, certain Standard Terms and Conditions
required by DOT, whether or not expressly set forth in the preceding contract provisions.
All contractual provisions required by DOT, as set forth in FTA Circular 4220. IE are
hereby incorporated by reference. Anything to the contrary herein notwithstanding, all
FT A mandated terms shall be deemed to control in the event of a conflict with other
provisions contained in this Agreement. The Contractor shall not perform any act, fail to
perform any act, or refuse to comply with any (name of grantee) requests which would
cause (name of grantee) to be in violation of the FTA terms and conditions.
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