Attachment C - Special Requirements Pages 1-5.docx

Attachment C – Special Requirements RFx: 3000025678

Special Requirements

1. Defaults and Termination A. Termination Without Cause

(1) Without prejudice to any other rights or remedies, the Customer may immediately terminate all or any part of the contract for its convenience upon written notice to the Contractor, in which case the Contractor shall be paid the percentage of the Price reflecting the percentage of equipment, materials or services provided or performed prior to notice of termination, plus costs resulting from the Customer's termination, less the disposal or retention value of any termination inventory. The forgoing amounts may include a reasonable sum consistent with the rate schedule as set forth in Exhibit 1A-1D and Exhibit 2A-2D for any equipment, materials or services provided by the Contractor in termination of Work. In the event of such termination, the Contractor shall immediately stop all work hereunder and shall immediately cause any of its suppliers or subcontractors to cease work, deliveries, or rentals. The Customer shall not be liable or obligated in any way for equipment, materials or services provided or performed after receipt of notice of termination or for any costs incurred by the Contractor's suppliers or subcontractors which the Contractor could have avoided, except for necessary demobilization costs.

(2) Any claims arising from termination by the Contractor under this section must be made in writing within 90 days after the effective date of the termination notice, and the Contractor shall provide the Customer detailed documentation for such claims within said 90 days.

B. Termination for Cause

(1) In the event the Contractor (i) becomes bankrupt or otherwise insolvent, (ii) commences or becomes the object of any proceeding involving the Contractor’s insolvency, bankruptcy, reorganization, dissolution, liquidation, or any similar proceeding for the relief of financially distressed debtors, or (iii) fails in any material way to perform any of the obligations under the contract, or so fails to make progress as to endanger such performance and does not cure such failure within 10 days of written notification by the Customer, then the Customer may, at its sole election, by notice to the Contractor, terminate the contract.

(2) If terminated for cause, the Contractor shall not be entitled to payment of any additional amounts due to termination. The rights and remedies of the Customer in this clause are in addition to any other rights and remedies provided by law under the contract or otherwise.

2. Force Majeure The Contractor shall not be liable for delays in the completion of the Project resulting from any circumstances beyond the Contractor’s reasonable control not occasioned by the Customer’s fault or negligence or due to compliance with any sovereign decrees, orders, acts, instructions or priority requests of any federal, state, or municipal government or any department or agency thereof, civil or military, acts of god, acts or failure to act by the Customer, strikes, lockouts, embargos or wars. Upon the happening of any circumstances or causes aforesaid, the Contractor shall notify the Customer without delay, and any relief granted to the Contractor shall be limited to an extension of time to complete the Project to the extent the circumstance or cause delays the progress of the Project.

3. Confidentiality The Contractor shall not, except as necessary in the performance of the contract or as authorized in writing by the Customer, supply, disclose, or otherwise permit access at any time to any confidential information concerning or in any way related to the Customer. The Contractor shall not publicize the contract or disclose, confirm, or deny any details thereof to third parties, or use any photographs or video recordings of the Customer’s property, officers, employees, or guests or use the Customer’s name in connection with any sales promotion or publicity event without the prior written approval of the Customer. Further, the Contractor and the Customer acknowledge that they or their employees may, in the performance of the contract, come into possession of proprietary or confidential information owned by or in the possession of the other. Neither party shall use any such information for its own benefit or make such information available to any person, firm, corporation, or other organization, regardless of whether directly or indirectly affiliated with the Contractor or the Customer, unless (A) the disclosure is (i) required by the Customer’s insurer or FEMA, (ii) required by law, (iii) required by order of any court or tribunal or (iv) necessary for the assertion of a right, or defense of an assertion of a right, by one party against the other party hereto, or (B) the information has been acquired from other sources not due to a breach of the contract. Provided, however, the Customer agrees not to assert any proprietary interest or claim of confidentiality regarding any of the cleaning and restoration procedures developed and used by the Contractor in the performance of the Project.

4. News Or Advertising No news, press or information release in any way relating to the Customer, the Contractor, the contract, Work, or any detail of involved projects shall be made by either party to any news media, social media or the general public, or used in any advertising campaign, advertisement, reference list, photograph, or promotional material generated by either party without the express written permission of the other party on an incident by incident basis, except as necessary to obtain payment and/or reimbursement from the Customer’s insurer or FEMA.

5. Gifts And Gratuities and Conflicts of Interest A. The Contractor certifies that, to the best of its knowledge and belief, no economic, beneficial, employment or managerial relationship exists between the Contractor and any employee of the Customer or its agencies, boards and commissions, or between the Contractor and any relative of an employee of the Customer or any such entities, which would tend in any way to influence such employee in the performance of his or her duties on behalf of the Customer or its agencies, boards and commissions in connection with the awarding, making, amending or making determinations concerning the performance under the contract. The Contractor agrees to immediately disclose to the Customer in writing if the Contractor subsequently discovers or identifies any such relationship or conflict.

B. The exchange or offering of any money, gift item, personal service, entertainment or unusual hospitality by personnel of either party to the contractor to personnel of the other party is expressly prohibited. Any violation of this provision constitutes a material breach of the contract.

6. Compliance with Laws and Procedures A. The Contractor agree to observe and comply with all applicable laws, regulations, codes, ordinances, orders, executive orders and directives (collectively, “Applicable Laws”) of any governmental authority, federal, state, or local, where appropriate, including without limitation FEMA, EPA, LDH, DEQ, and OSHA, and shall be in compliance with all applicable registration, license, and permit requirements at all times.

B. The Contractor agrees, in connection with the performance of its obligations under the contract, not to discriminate against any applicant or employee based on race, color, religion, sex, age, national origin, disability, status as a covered veteran, or any other protected class status.

C. The Contractor certifies that it will comply with its obligations under the Fair Labor Standards Act and all other applicable federal, state and local laws and regulations in connection with the Contractor's subcontractors and personnel assigned to the Customer.

D. If notified, the Contractor shall at all times reasonably attempt to have its employees, agents and subcontractors comply with applicable rules, policies and procedures promulgated by the State regarding personnel, building and/or workplace practices at the Project, including, but not limited to Drug and Alcohol and Firearms. The Customer shall provide the Contractor with copies of all applicable rules, policies, and procedures promulgated. If any of these procedures and policies adversely affect the timely performance of Work or the Scope of Work and were not provided prior to execution of the contract, then a modification of the Project’s Scope of Work may be needed. If a revised Scope of Work / Change Order is needed, a subsequent contract and approval between the Contractor and the Customer will be required to approve the revision/change order.

Special Requirements for Federally Funded Projects

This section includes contract requirements that take precedence over any and all conflicting requirements contained with the ITB/contract documents when remediation work is due to a federally declared disaster.

Clean Air Act and the Federal Water Pollution Control Act A. Clean Air Act

1. The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.

2. The Contractor agrees to report each violation to the Owner and understands and agrees that the Owner will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.

3. The Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal Assistance provided by FEMA.

B. Federal Water Pollution Control Act

1. The Contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C.1251 et seq.

2. The Contractor agrees to report each violation to the Owner and understands and agrees that the Owner will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency and the appropriate Environmental Protection Agency Regional Office.

3. The Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA.

C. Debarment and Suspension

1. The contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such, the Contractor is required to verify that none of the Contractor's principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935).

2. The Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into.

3. This certification is a material representation of facts relied upon by Owner. If it is later determined that the Contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R.pt. 3000, subpart C, in addition to remedies available to Owner, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment.

4. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, 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.

D. Procurement of Recovered Materials The Contractor agrees to comply with all applicable requirements of Section 6002 of the Solid Waste Disposal Act.

E. Access to Records The following access to records requirements applies to the contract:

1. The Contractor agrees to provide Owner, the FEMA 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 the contract for the purposes of making audits, examinations, excerpts, and transcriptions.

2. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

3. The Contractor agrees to provide the FEMA Administrator or his authorized representatives access to construction or other work sites pertaining to the work being completed under the contract.

4. In compliance with the Disaster Recovery Act of 2018, the Owner and the Contractor acknowledge and agree that no language in the contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States.

F. DHS Seal, Logo, and Flags The Contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval.

G. Compliance with Federal Law, Regulations, and Executive Orders This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of the contract. The Contractor will comply with all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and directives.

H. No Obligation by Federal Government The Federal Government is not a party to the contract and is not subject to any obligations or liabilities to the non-Federal entity, the Contractor, or any other party pertaining to any matter resulting from the contract.

I. Program Fraud and False or Fraudulent Statements or Related Acts The Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor's actions pertaining to the contract.

K. Byrd Anti-Lobbying Amendment The Contractor must sign and submit to the Owner the following certification:

Byrd Anti-Lobby Amendment Appendix A, 44 C.F.R. Part 18 - Certification Regarding Lobbying Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.

3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all sub recipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

The Contractor certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. Chap. 38, Administrative Remedies for False Claims and Statements, applies to this certification and disclosure, if any.

Signature of Contractor’s Authorized Official Date

Print Name and Title of Contractor’s Authorized Official