5-TU Contract Agreement Template - Example Only.pdf

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CONTRACT FOR SERVICES

THIS SERVICES AGREEMENT (the “Agreement”) is made as of the last signature, (“Effective Date”) by and between [Full name of Contractor], a [insert corporate description] with offices located at [insert address] (“Contractor”) and Trout Unlimited, Inc., a Michigan nonprofit corporation, with offices located at 1700 North Moore Street, Suite 2005, Arlington, Virginia, 22209-2793, (“TU”) for the project known as ______________________ and set forth in greater detail in the attached Exhibit A, the (the “Project”).

Contractor and TU may be referred to herein collectively as the “Parties,” or individually as a “Party.”

Whereas TU desires to enter into a Contract for Services, and the Contractor represents itself as competent and qualified to accomplish the specific requirements of the Contract to the satisfaction of TU, therefore this Contract is entered into under the following terms and conditions:

1. Services: The Contractor agrees to perform the services and supply the deliverables as described in Attachment 1A and 1B, Scope of Services and Budget (the “Work” or the “Project”). Only those attachments specifically referenced in this Contract for Services shall apply. The terms and conditions as contained in the Contract for Service shall take precedence over any conflicting terms as may be attached hereto. All work is to be performed in a workman like manner, consistent with all industry standards, codes, and regulations applicable to the work.

2. Term of Contract: From Effective Start Date to End Date (the “Term”). Contractor shall not proceed with the work under this Agreement or incur any expenses or obligations under this Agreement until notified to proceed by TU. In the event that such notice is not given by TU within 90 days of the effective date of this Agreement, this Agreement may be terminated upon either party’s 5-day notice.

3. Contract Amount: An amount not to exceed $XXX,XXX, billed at the rates identified Attachments 1A and/or 1B.

4. Contract Documents: The contract document shall consist of the body of this Agreement and Attachments 1 - ___ (USE FOLLOWING CHECKLIST for ATTACHMENTS APPLICABLE TO THE CIRCUMSTANCES

OF THIS SUBCONTRACT:

(1A) Scope of Services (including reporting, if needed)-mandatory, (1B) Budget-mandatory, (2A) Payment Application Form-mandatory (2B) Certification-mandatory (2C) Waiver of Mechanics’ Liens Rights—remove if not appropriate,

(3) Federally-Funded Subcontractor Provisions—remove if not federally funded

(4) Any State or Funder Specific Attachments-remove if no state or funder specific obligation

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(5) Debarment Certification.

5. Independent Contractor: Contractor is an independent contractor and will maintain complete control of and responsibility for its employees, agents, methods, and operations. Nothing contained in this Contract for Services will create any contractual relationship between TU and the Contractor’s Subcontractors.

6. Contractor and Subcontractor License, Qualification and Taxes: Contractor and all subcontractors will be licensed and otherwise fully qualified to perform the Work in accordance with all applicable laws and regulations and will indemnify and hold TU harmless for all damages, costs, fees, and expenses arising out of any failure to comply with this provision. The Contractor agrees to pay its own self-employment and income taxes, and that, as a non-employee, neither the Contractor nor the Contractor’s employees are eligible for worker’s compensation or other employee benefits from TU.

7. Permits and Approvals: If part of the scope, Contractor shall apply for and obtain all permits normally required in the name of Contractor for completion of the Work in accordance with all laws and regulations. In addition, Contractor shall apply for and obtain all permits specifically identified as Contractor’s responsibility in Attachment 1A to this Agreement. Contractor shall include the cost of applying for and obtaining all such permits in the Contract Price. Contractor shall submit to TU copies of all permits and approvals before beginning the Work unless relieved of this obligation in writing by TU. TU will furnish to Contractor information regarding TU’s work, and Property Owner(s) that is required by applications for permits that Contractor is required to obtain.

8. Project Familiarization: By execution of this Agreement, Contractor represents that it has familiarized itself with the nature and extent of the Contract Documents, the plans and specifications, the Work site, and all local conditions, laws, and regulations that may in any manner affect the cost, progress, performance, or furnishing of the Work.

9. Communications: Contractor will obtain permission from TU before communicating with regulatory agencies, property owners, and others regarding the Work, except in case of emergency.

Permission obtained for primary communication will not need to be re-obtained for subsequent communications.

10. Damages: Contractor will take all necessary precautions to prevent damage to property, and it will make repairs to property features damaged by the Work. The cost of such repair is included in the Contract Price, and no additional compensation will be paid for damages caused by Contractor.

11. Health and Safety: Contractor will take all necessary precautions and meet all legal requirements for the health and safety of all its employees on the project and all other persons, including TU members, volunteers, and employees, who may be affected by the Work. This requirement will apply continuously and is not limited to normal working hours. Contractor shall have the right to restrict from its work site any persons who do not comply with Contractor's reasonable safety requirements.

12. Subcontracts: Contractor will obtain written approval from TU of any proposed subcontract of any of its responsibilities herein prior to its execution.

13. Payment:

a) TU shall compensate the Contractor for services in accordance with the schedule as found in Attachment 1.

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b) No payments shall be made for work done prior to the execution of this Contract.

c) The Contractor will be required to seek the approval of TU for any modifications to the Scope of Services and Budget as specified in Attachments 1A & 1B. Modifications must be agreed to and signed in writing by the TU project manager prior to any modifications being implemented.

d) The total of all payments made against this contract shall not exceed the contract amount specified above unless otherwise agreed by TU.

e) Requests for payment should follow the form of Attachment 2A or such other form required by TU and include a progress report and supporting documentation such as receipts, when appropriate or requested by TU. In addition, each Application for Payment shall include both a “Payment Certification” and a “Waiver of Lien Rights” in the form of Attachment 2B & 2C or other form acceptable to TU completed and signed by Contractor. Supporting information required by the Contract Documents shall also be submitted with the Application for Payment. Terms or conditions stated on Contractor's invoice forms have no effect.

f) Invoices shall describe the nature and extent of the services performed and completed during the period covered by the invoice. Contractor shall provide such additional documentation as may be reasonably required by TU concerning the request for payment. Payments under this Agreement shall be due and payable to Contractor within forty-five (45) days after receipt of each invoice. TU acknowledges the importance of timely payments to Contractor and commits to best efforts to meet the schedule defined herein. Final payment will not be awarded under this Agreement unless Contractor has completed the Work in accordance with the approved Accomplishment Plan and all the requirements of this Agreement.

g) TU will notify Contractor if it disagrees with any items in the Application for Payment or if the related Work is not acceptable. If payment for certain items is disputed, said dispute will not delay payment for undisputed items. If Contractor causes damage or loss, TU may offset funds sufficient in its discretion to guard against ultimate loss.

14. Payment of Suppliers and Subcontractors: The Contractor shall comply with all applicable prompt payment, Miller Act, Little Miller Act and lien laws. Contractor shall promptly take all actions necessary to comply. In the event Contractor fails to make timely payments to its suppliers or subcontractors, TU may, at its sole option and discretion, pay a supplier or subcontractor any amounts due from Contractor for work performed under the purchase order or subcontract and deduct said payment from any remaining amounts due Contractor. Before any such payment is made to a supplier or subcontractor, TU shall provide Contractor written notice that payment will be made directly to a supplier or subcontractor.

15. Change Orders: In the event TU desires to reduce, expand, or change the scope of the Work, any such reduction, expansion, or change will be made pursuant to a written Change Order executed by both TU and Contractor. The Change Order will include an adjustment to Contractor’s compensation, as agreed by the parties. In the event the parties are unable to agree on the amount to be adjusted for any expansion or change to the scope of the Work, then Contractor shall not be required to perform the work that is the subject of the Change Order. In the event the parties are unable to agree on the amount to be adjusted for any reduction in the scope of the Work, Contractor will not perform the work in question, but the Contractor shall be entitled to be paid for all completed services.

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16. Reporting Requirements and Coordination: The reporting requirements for this Agreement, if any, are included in Attachment 1A.

17. Use of Federal Funds: Funds to be paid to the Contractor may come from federal sources. If federal funds are being provided, Attachment 3 (Federally Funded Contract Provisions) will be included, and the Contractor must agree to the additional terms outlined in Attachment 3.

18. Use of State Funds: Funds to be paid to the Contractor may come from state or other sources. If state funds or funds with additional specific requirements are being provided, Attachment 4 (Any State or Funder Specific Attachments) will be included, and the Contractor shall comply with the terms in Attachment 4.

19. UEI Number: The Contractor shall furnish their UEI number upon execution of this agreement, if the Contractor has one.

20. Inspection: TU, Government authorities and the project funder may at any time conduct periodic site visits and inspections to ensure work progress in accordance with applicable grant or funding agreements, including a final inspection upon project or program completion. TU and applicable funder or government authorities will be allowed to conduct post-completion inspections of each project site to ensure that the sites are being properly operated and maintained and that no conversion of use has occurred. Contractor shall not prevent site visits and inspections and shall immediately notify the authorized contact persons for TU by phone when they are occurring.

21. Suspension: TU may immediately suspend the Work by written notice at any time for a period of up to 30 calendar days or as mutually agreed between TU and the Contractor. If TU orders the Work to resume within that time, Contractor will complete the Work in accordance with the Contract Documents.

If TU does not provide written notice to resume the Work within that time, this Agreement will automatically terminate unless otherwise mutually agreed to by both parties in writing. TU will pay for all acceptable Work completed prior to the suspension and for reasonable re-mobilization costs resulting from a recall to Work.

22. Stop Work: If TU determines that Contractor’s work does not conform to the Contract Documents, TU may order Contractor to stop work immediately. In making such an order, TU shall specify the deficiency in the work, but TU shall not direct the means or methods of performing the work or direct Contractor’s safety practices. If directed to stop work by oral notice from TU, Contractor shall stop work as soon as is practical, having due regard for preservation of Work.

23. Termination: TU may terminate this Agreement for any reason upon thirty (30) days prior written notice to Contractor. Should this occur, TU shall have no further obligation to Contractor other than to compensate Contractor for services delivered and performed by Contractor, and accepted by TU, up and through the date of termination (including any approved expense reimbursements). If either party fails to perform its obligations hereunder or breaches warranties made herein, the aggrieved party may, after giving the other party seven (7) days written notice, terminate this Agreement; provided, however, that, if within the seven-day period set forth in said notice, the other party shall cure such default to the reasonable satisfaction of the aggrieved party, such notice shall be null and void and this Agreement shall continue in full force and effect.

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Upon termination, Contractor will provide to TU all incomplete work in progress that was intended to be delivered as part of the Services, and all rights to any materials developed or provided hereunder shall belong to TU. TU may use such work in furtherance of the project for which it was intended.

24. Recordkeeping, Audit, and Inspection of Records: The Contractor shall maintain a detailed and accurate accounting system, records, and other compilations of data pertaining to the requirements of the Contract to properly substantiate claims for payment under the Contract. All such records shall be kept for period of three (3) years from the date of the final invoice. All retention periods start on the first day after final payment under this Contract. If any litigation, claim, negotiation, audit, or other action involving the Project is commenced prior to the expiration of the applicable retention period, all records shall be retained by Contractor until completion of the action and resolution of all issues resulting therefrom, or until the end of the applicable retention period, whichever is later. The funder, state or federal grantor agency, TU, or any of their duly authorized representatives or designees shall have the right during normal operating hours with a minimum 24-hour notice in advance, to examine and copy, the books, records, and other compilations of data of the Contractor which pertain to the provisions and requirements of this Contract. Such access shall include on-site audits, reviews, and copying of records.

25. Ownership. All right, title and interest, including without limitation copyright, in any writings, notes, reports, results, materials, studies, photographs, software, application, website, drawings, designs, or other works or documents produced or developed under this Agreement, along with all related drafts, versions and other material (collectively the “Works”) are “works made for hire” as defined under the copyright laws of the United States and shall be owned exclusively by TU. Notwithstanding the above, nothing in this paragraph shall apply if Contractor is located in California.

To the extent any such Works do not qualify as works made for hire, or if the Contractor is located in California, Contractor hereby unconditionally exclusively to TU and its successors and assigns all right, title and interest, including but not limited to copyrights and other intellectual property rights, in and to all Works. Contractor further assigns to TU all rights in any supporting data and material to the extent not protected by copyright and to the extent assignable. Contractor hereby agrees to execute any documents necessary to perfect such assignment and/or register said copyrights. Upon request from TU, Contractor shall deliver to TU (a) all tangible copies (including digital copies) of any Works, supporting data or material not delivered to TU pursuant to this Agreement, and (b) any further documentation of TU’s ownership as provided herein. Contractor may use the Works, supporting data and material only with the prior written approval of TU, and any use shall include an acknowledgment that the material used is the property of TU.

Any innovations, documents, materials, or information related to methods, tools, designs, techniques, know-how or analysis used in Contractor’s business, as well as the concepts, inventions, suggestions, creative ideas, plans, methods, research designs, questionnaire forms (unless provided by TU), methods of process or questioning, systems of analysis, information and materials, whether or not patentable or copyrightable, developed by Contractor prior to the date of this Agreement and used by Contractor in connection with this Agreement (collectively, “Techniques”), shall not be considered work made for hire under state or federal law and shall at all times remain the exclusive property of Contractor. To the extent the Techniques are included in the Services performed herein, Contractor hereby grants to TU a non-exclusive right and license to use, execute, reproduce, display, perform, and distribute copies of any Techniques as included in any project deliverable produced for TU by Contractor as described in the applicable Statement of Work. Contractor shall be solely responsible for notifying TU of any requirement to comply with the terms of, any third-party license required for TU’s use of the Techniques.

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26. Confidentiality: The Contractor shall comply with all laws and regulations relating to confidentiality and privacy as defined by State and Federal statutes.

27. Governing Law: This Agreement will be interpreted, governed by, and construed in accordance with the laws of the state in which the work is performed without giving effect to any conflict of law rules that would make the law of another jurisdiction applicable.

28. Force Majeure: Neither TU nor Contractor shall be liable for failure to perform under this Agreement if such failure is caused by act of God, fire, flood, strike, labor dispute, riot, natural disaster, insurrection, war, threat or terrorist activities, epidemic, pandemic, or similar outbreak of communicable disease, curtailment of transportation, or any cause beyond the control of TU and Contractor, whether or not similar to the causes herein specifically mentioned, making it impractical, illegal, or impossible, for the parties to perform (including payment obligations). This Agreement may be terminated, or performance may be excused without penalty for any one or more of such reasons by written notice from one party to the other.

29. Insurance: The Contractor will carry liability insurance, including general liability coverage and professional errors and omissions coverage (if providing professional services), covering the services performed for TU and described in this Contract. The policy limits shall be at least $2,000,000 per occurrence and $2,000,000 aggregate. If the contract relates to any item that may be deemed a pollutant, the Contractor shall carry pollution liability insurance with a policy limit of at least $2,000,000. The Contractor shall have TU named as an additional insured on this policy and shall, before the Work is begun, provide TU with a certificate of insurance documenting this coverage certified as current by a licensed insurance broker. The $2,000,000 limits referred to in this paragraph may include the Contractor’s umbrella or excess policy, provided the terms of the umbrella or excess policy follow the form of the underlying policy. Contractor shall also carry Worker's Compensation Insurance to meet fully the requirements of applicable workers' compensation laws in connection with the death, disability or injury of Contractor’s employees arising directly or indirectly out of the performance of the services to be provided under this Agreement.

30. Compliance with Laws: Each Party must both comply with all applicable statutes, laws, ordinances, rules, regulations, court orders, and other governmental requirements of the relevant jurisdictions, including any applicable anti-bribery laws which are applicable to the work to be done by Contractor under this Agreement (in each case, an “Applicable Law”). Contractor must not take any actions that might cause TU to be in violation of any of such Applicable Laws.

31. No Assignment: Neither Party shall assign any rights or obligations under this Agreement. Any subcontracting by Contractor shall first be approved by TU.

32. Indemnification: Each Party shall indemnify, defend and hold harmless the other Party, its officers, directors, members, employees and agents from and against any and all claims, demands, suits, costs, liabilities, losses and expenses (including reasonable attorneys’ fees) arising out of or in connection with

(i) the services or work provided hereunder, (ii) any negligent or intentional acts or omissions of such Party or any of its officers, directors, employees, or agents; (iii) the inaccuracy or breach of any of the covenants, representations, obligations and warranties made in this Agreement; and (iv) any action by a third party against TU or its affiliates or representatives relating to the work, supporting data or materials. The indemnified party shall provide prompt written notice to the indemnifying party of any actual or threatened claims arising pursuant to this Section.

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33. Waivers: All conditions, covenants, duties, and obligations contained in this Contract can be waived only by written agreement. Forbearance or indulgence in any form or manner by a party shall not be construed as a waiver, nor in any way limit the legal or equitable remedies available to that party.

34. General Terms: This Agreement shall become binding when signed by the Parties and constitutes the entire agreement between the Parties on the subject matter hereof and supersedes all prior and contemporaneous agreements and statements, of the Parties, whether written or oral. This Agreement may be amended only by a written agreement signed by both Parties. The provisions in this Agreement that by their nature are intended to survive expiration or termination of this Agreement shall survive including but not limited to the ownership, indemnification, and confidentiality provisions. Either party’s waiver of, or failure to exercise, any right provided for herein shall not be deemed a waiver of any further or future right under this Agreement. If any provision of this Agreement is deemed invalid or unenforceable, the other provisions herein shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same Agreement. Facsimile and electronically scanned signatures on this Agreement shall have the same force and effect as an original signature. Any Exhibits or Schedules referenced or attached to this Agreement are integral parts of this Agreement and are incorporated herein by reference. The captions contained in this Agreement are for reference and convenience only and may not be used to interpret the provisions or intent of this Agreement.

35. Project Contacts: Unless otherwise specified in an attachment hereto, any notice shall be in writing addressed to the persons and addresses indicated below:

in the case of TU to:

Name:

Address:

Telephone Number:

Email Address:

and in the case of the Contractor, (include tax id):

Name of Individual:

Name of Entity:

Address:

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Telephone Number:

Email Address:

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The parties hereby agree:

TROUT UNLIMITED, INC.

By:

Printed Name:

Title:

Date:

[CONTRACTOR]

By:

Printed Name:

Title:

Date:

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ATTACHMENT 1A

SCOPE OF SERVICES

for _______Name of Project______

Description of the Work:

[include the scope of work]

Work products and deliverables with timeline and payment schedule [Revise as necessary depending on the scope and deliverables outlined in your RFP or Request for Quotes;

if paying on a Time and Materials basis, you need to include the rate at which you are paying (i.e., Senior Engineer - $XX/hr; Junior Engineer - $XX/hr]

Item Number and Description Completion date Number of weeks Dollar cost

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ATTACHMENT 1B

BUDGET

for

___________Name of Project__________

Cost categories – Not to Exceed:

Fee

Personnel

$0

Fringe

Travel

Equipment

Supplies

Contractual

Other

Totals 0

Alternative:

This Contract is priced on a lump sum basis. Contractor shall perform all the work described in Attachment 1A for $XXX,XXX. Such lump sum shall be billed as provided in the Payment Schedule, included in Attachment 1A.

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ATTACHMENT 2A

Payment Application Form

Project Name: __________________________________________________________

Application is made for payment for work accomplished through the date of ___________________ for the above-named Project, as represented on the table below.

Line No. Reference Bid Item Unit Total

Quantity Unit Cost

Quantity Completed

Cost of Quantity

Completed this Invoice

1.0

2.0 $

3.0 $

4.0 $

5.0 $

6.0 $

7.0 $

8.0 $

9.0 $

10.0 $

11.0 $

TOTAL PRICE FOR ALL COMPLETED WORK THIS INVOICE

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Out-of-scope work: In the event that TU requires work outside the original project as designed and bid and there is not a applicable unit price provided in the bid form above then the following hourly rates will be applied, with an estimate of the total hours required provided to TU in writing and approved by TU in writing in advance of performing the work:

Item Description Unit Units Completed

Unit Price Item Total

A $ $

B $

C $

D $

E $

F $

G $

H $

Attach supporting information showing actuals labor and quantities of materials.

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ATTACHMENT 2B

Payment Certification Form

Project: ______________________________________________________________

Application for Payment Number/Invoice Number _____

The undersigned certifies that:

1. The amounts requested are only for performance in accordance with the specifications, terms and conditions of the Agreement; and

2. Payments to subcontractors and suppliers have been made from previous payments received under the Agreement, and timely payments will be made from the proceeds of the payment covered by this certification in accordance with the subcontract agreements and applicable law; and

3. This Application for Payment is for all costs and time-extensions arising from the Services accomplished through the range of dates of this Application for Payment excluding any work or costs that is subject to a prior-noticed dispute as documented between the Parties; it does not include any amounts that Contractor intends to withhold or retain from a subcontractor or supplier in accordance with the terms and conditions of the subcontract.

4. This certification is not to be construed as final acceptance of a lower-tier contractor or supplier’s performance.

Certified on ___________________:

Name: ________________________ Title: _________________________ Company Name: ________________

Signature: _____________________

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ATTACHMENT 2C

Waiver of Lien Rights

Project Name ____________________________________________

Application for Payment Number/Invoice Number _____

Date: _______________________

Upon receipt of the sum of __(Amount from current application for payment)________________ to it paid by TU (check one)

1. As partial payment for labor, skill, and material furnished through _______________________________ (end date covered by application for payment).

2. As full and final payment for all labor, skill, and material furnished for the improvement of the following described real property: (Describe Property)_________________________________________________________________ the undersigned waives all rights to a mechanic’s lien against said real property for labor, skill, or material furnished (only through the date listed if Box 1 is checked.)

Date

Name (printed or typed) Title

By (Signature) Subcontractor Company Name

Subcontractor Street Address

Project Name Subcontractor City, State, Zip

ATTACHMENT 3

Federally Funded Contract Provisions

______Project is NOT Federally Funded (Remove the provisions below).

_______Project IS Federally Funded, and the following provisions apply.

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If the Contract is funded, in whole or in part, by federal funds, the Contractor agrees to abide by the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (“Uniform Guidance”). This guidance is posted at Title 2 of the Code of Federal Regulations (CFR), Part 200, which is available at: http://www.ecfr.gov/cgi-bin/text-idx?c=ecfr&tpl=/ecfrbrowse/Title02/2cfr200_main_02.tpl.

1. Unallowable Costs

The following costs are not allowed:

a. Costs exceeding the amount authorized in this Contract;

b. Costs incurred prior to or after the expiration of the Contract, including any no-cost extensions of time;

c. Costs that lie outside the scope of the approved project and any amendments thereto; and

d. Compensation for injuries to persons or damage to property arising from project activities.

This list is not exhaustive. For information about the allowability of particular items of costs, please see 2 CFR Part 200, Subpart E—Cost Principles.

2. Byrd Anti-Lobbying Amendment, 31 U.S.C. § 1352 (as amended)

For contracts in excess of $100,000, Contractors shall file the certification required by statute and its implementing regulations. Each tier certifies to the tier above that it will not and has not used federally 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 the recipient who in turn will forward the certification(s) to the federal awarding agency.

3. Contractor Debarment and Suspensions

Contractor certifies that it is not a party listed on the governmentwide exclusions in the System for Award Management (SAM). Furthermore, contractor shall not enter into contracts with parties listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

4. Disclaimers

Payments made to the Contractor under this Contract do not by direct reference or implication convey TU’s endorsement nor the endorsement by any other entity that provides funds to the Contractor, including the U.S. Government, for the activities implemented under this Contract. All information

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"The views and conclusions contained in this document are those of the authors and should not be interpreted as representing the opinions or policies of the U.S. Government or Trout Unlimited. Mention of trade names or commercial products does not constitute their endorsement by the U.S. Government or Trout Unlimited.”

5. Davis-Bacon Act

______Federal Funding DOES NOT REQUIRE Davis-Bacon Act Wages

______Federal Funds DO REQUIRE Davis-Bacon Act Wages, and the provisions are attached at Exhibit H-1 (Delete Exhibit H-1 if Davis Bacon is not required).

If applicable to the project by Federal program legislation, the Contractor shall be subject to the provisions of the Davis-Bacon Act (40 U.S.C. § 276a to a-7) as supplemented by Department of Labor regulations (29 CFR part 5, “Labor Standards Provision Applicable to Contracts Governing Federally Financed and Assisted Construction”). In accordance with the statute, the Contractor shall be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, Contractor shall be required to pay wages not less than once a week.

6. Copeland Anti-Kickback Act

For construction contracts in excess of $2000, the Contractor shall also be subject to the provisions of the Copeland “Anti-Kickback Act” (18 U.S.C. § 874 and 40 U.S.C. § 276c) as supplemented by Department of Labor regulations (29 CFR part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that the Contractor is prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. TU shall report all suspected or reported violations to the Federal awarding agency.

7. Rights to Inventions.

If the Contract is for the performance of federally funded research, development or experimental work, the Contractor shall abide by the provisions of 37 CFR Part 401 (Rights to Inventions Made by Non-Profit Organizations and Small Business Firms Under Government Grants, Contracts, and Cooperative Agreements) and any implementing regulations issued by the federal agencies that provide funds for this grant agreement.

8. Clean Air Act and Federal Water Pollution Control Act.

If this Contract is in an amount that exceeds $150,000, the Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251 et seq.). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

9. Women, Minority-Owned, or Labor Surplus Area Business Fair Share Objective.

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Contractor shall take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used when possible. Affirmative steps must include:

• Placing qualified small and minority businesses and women's business enterprises on solicitation lists;

• Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources;

• Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises;

• Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises;

• Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce;

and

• If further subcontracts are to be let, Contractor shall take the affirmative steps listed in (a) through

(e) above.

10. Equal Employment Opportunity.

Except as otherwise provided under 41 CFR Part 60, if the Contract meets the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 the Contract incorporates by reference the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.”

11. Contract Work Hours and Safety Standards Act (40 U.S.C. § 3701-3708).

For contracts more than $100,000 that involve the employment of mechanics or laborers, Contractor shall comply with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

12. Prohibition on certain telecommunications and video surveillance services or equipment.

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No federal funds made available under the Contract shall be used to procure or obtain, extend or renew a contract to procure or obtain, or enter into a contract to procure or obtain equipment, services, or systems for “covered telecommunications equipment or services” as a substantial or essential component of any system, or as a critical technology as part of any system from Huawei Technologies Company, ZTE Corporation, Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, and Dahua Technology Company, or any other company, including affiliates and subsidiaries, owned or controlled by the People's Republic of China. For additional guidance see 2 CFR 200.216.

13. Domestic preference for procurement

Pursuant to 2 CFR 200.322, as appropriate and to the extent consistent with law, the contractor should, to the greatest extent practicable under this agreement, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). Contractor agrees to include the requirements of this paragraph in all subawards, contracts and/or purchase orders for work or products under this agreement. For the purposes of this clause:

Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.

Manufactured products means items of construction materials composed in whole or in part of non-ferrous materials such as aluminum, plastics, and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber;

and lumber.

14. Termination, Suspension, Pause, Freeze or Delay

Upon termination, suspension, pause, freeze or delay in any funding agreement or disbursement of any of the funding agreements for any cause whatsoever, TU shall notify Contractor and this Contract between TU and Contractor shall terminate, pause, freeze or delay upon TU’s written notice. TU shall pay to Contractor all amounts submitted by Contractor which are reimbursed by the funder.

15. Renewal or Modification

This Contract may be subject for renewal or modification upon termination of a funding agency’s fiscal year (Funder’s Fiscal Year). The obligations of TU under this Contract for the present or any subsequent Funder’s Fiscal Year following the Funder’s Fiscal Year in which this Contract is executed are subject to the appropriation by the funding agency to TU of funds sufficient to discharge TU’s obligation, which accrues in this or any subsequent Funder’s Fiscal Year. In the absence of such appropriation or authorization, this Contract shall be terminated immediately upon the Contractor’s receipt of notice to said effect without liability for damages, penalties, or other charges arising from early termination.

16. Expenditures

Expenditures for Contracted services shall not exceed the appropriated amount for any single Funder’s Fiscal Year. In all events, the Contractor’s yearly compensation, as contained herein, may not exceed the amount appropriated to and received by TU for the Funder’s Fiscal Year. TU will communicate such restrictions with the Contractor.

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17. Build America, Buy America Act

________Build America, Buy America Act IS NOT A REQUIREMENT.

________Build America, Buy America Act IS A REQUIREMENT, and the following provisions are applicable.

Where applicable, the Contractor acknowledges that it understands the goods and services under this Agreement are being funded with federal monies and have statutory requirements commonly known as “Build America, Buy America;” that requires all of the iron and steel, manufactured products, and construction materials used in the project to be produced in the United States (“Build America, Buy America Requirements”) including iron and steel, manufactured products, and construction materials provided by the Contactor pursuant to this Agreement. The Contractor hereby represents and warrants to and for the benefit of the Owner and Funding Authority (a) the Contractor has reviewed and understands the Build America, Buy America Requirements, (b) all of the iron and steel, manufactured products, and construction materials used in the project will be and/or have been produced in the United States in a manner that complies with the Build America, Buy America Requirements, unless a waiver of the requirements is approved, and (c) the Contractor will provide any further verified information, certification or assurance of compliance with this paragraph, or information necessary to support a waiver of the Build America, Buy America Requirements, as may be requested by the Owner or the Funding Authority.

Notwithstanding any other provision of this Agreement, any failure to comply with this paragraph by the Contractor shall permit the Owner or Funding Authority to recover as damages against the Contractor any loss, expense, or cost (including without limitation attorney’s fees) incurred by the Owner or Funding Authority resulting from any such failure (including without limitation any impairment or loss of funding, whether in whole or in part, from the Funding Authority or any damages owed to the Funding Authority by the Owner). If the Contractor has no direct contractual privity with the Funding Authority, as a lender or awardee to the Owner for the funding of its project, the Owner and the Contractor agree that the Funding Authority is a third-party beneficiary and neither this paragraph (nor any other provision of this Agreement necessary to give this paragraph force or effect) shall be amended or waived without the prior written consent of the Funding Authority.

18. Access to Records

Pursuant to 2 CFR 200.337, the Federal awarding agency, Inspectors General, the Comptroller General of the United States, and TU, or any of their authorized representatives, must have the right of access to any documents, papers, or other records of the Contractor which are pertinent to the Federal award, to make audits, examinations, excerpts, and transcripts. The right also includes timely and reasonable access to the Contractor’s personnel for the purpose of interview and discussion related to such documents.

19. Subcontracts

Contractor shall incorporate the terms and conditions of this Exhibit into all of Contractor’s subcontracts entered into under this Contract.

20. Minimum Wage and Paid Sick Leave Requirements

If applicable pursuant to the federal funding agreement, and pursuant to Executive Order 14026, Increasing the Minimum Wage for Federal Contractors, and its implementing regulations, including the federal contractor minimum wage clause at 29 CFR Part 23, Appendix A, and Executive Order 13706, Establishing Paid Sick Leave for Federal Contractors, and its implementing regulations, including the

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ATTACHMENT 4

ANY STATE OR FUNDER SPECIFIC ATTACHMENTS

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ATTACHMENT 5

DEBARMENT CERTIFICATION

The Contractor certifies, to the best of its knowledge and belief, that it and its principals:

(a) are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal department or agency;

(b) have not within a three-year period preceding this certification been convicted of or had a civil judgement rendered against it for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statues, or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property;

(c) are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in section (b) above;

(d) have not within a three-year period preceding this agreement had one or more public transactions (Federal, State, or local) terminated for cause or default; and

(e) may be “Actively” registered with SAMS (Service for Award Management) and has been assigned the following Unique Entity ID (UEI) Number: __________________________.

Principals, for the purpose of this certification, includes officers, directors, partners, owners, and persons having primary management or supervisory responsibility with the business entity or responsibility for the administration of federal funds.

The Contractor further certifies that it shall not knowingly enter into any transaction with any subcontractor, material supplier, or vendor who is debarred, suspended, declared ineligible, or voluntarily excluded from covered transactions by any Federal or State department/agency.

Dated this ___________________ day of _______________, 20 __________

By__________________________________________________________ Authorized Signature for Contractor

Printed Name and Title

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