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HomeMy WebLinkAbout6.m. Rosemount Armory Community Center Parking Lot Joint Powers Agreement with National Guard EXECUTIVE SUMMARY City Council Regular Meeting: January 17, 2017 AGENDA ITEM: Rosemount Armory/Community Center Parking Lot Joint Powers Agreement with National Guard AGENDA SECTION: Consent PREPARED BY: Dan Schultz, Parks and Recreation Director AGENDA NO. 6.m. ATTACHMENTS: Shared Parking Lot Map and Joint Powers Agreement APPROVED BY: LJM RECOMMENDED ACTION: Motion to approve the 2017 Joint Powers Agreement with the Minnesota National Guard for replacing the parking lot at the Rosemount Armory and Community Center. ISSUE Staff from the City of Rosemount and Minnesota Army National Guard have identified the need to replace the parking lot surface at the Rosemount Armory/Community Center. The asphalt surface is the original material that was installed in 1993. The City has patched and repaired several areas of the lot but the condition is in need of more than just small repairs. The National Guard has requested the City enter into a joint powers agreement to define the financial details of the project. The proposed Joint Powers Agreement is attached for your review. The total project cost including professional services is estimated at $696,350.00. The City’s portion of the project would cost an estimated $416,520.00 and the National Guard’s portion would cost an estimated $279,830.00. The City does have funding encumbered for the City’s portion of the project. The City Attorney has worked with representatives from the Department of Military Affairs/National Guard to create a joint powers agreement that is legally acceptable to both parties. BACKGROUND In 2015, the City of Rosemount and the Minnesota Army National Guard entered into a lease agreement that identified that the City and National Guard would work together to complete some Capital Repairs and Non-Recurring Maintenance projects at the Rosemount Armory/Community Center. The projects include parking lot replacement, roof replacement, mechanical replacements (HVAC) and gym floor resurfacing. One of the projects identified in the agreement is the replacement of the parking lots. As detailed in the lease agreement, the National Guard is responsible for approximately 45% of the parking lot replacement costs and the City is responsible for approximately 55%. SUMMARY The Parks and Recreation Department staff is recommending the City Council approve the attached 2017 Joint Powers Agreement for the Rosemount Armory/Community Center Parking Lot Improvements. Should the agreement be approved, staff would plan to complete the parking lot project in the summer of 2017. 2 Shared Parking Lot Map SWIFT Contract No. 116946 Project No. 17116 Joint Powers Agreement Contract No. 116946 Page 1 of 3 STATE OF MINNESOTA JOINT POWERS AGREEMENT This agreement is between the State of Minnesota, acting through the Department of Military Affairs, Facilities Management Office, Camp Ripley, 15000 Highway 115, Little Falls, MN 56345-4173 (“State”) and the City of Rosemount, 13885 South Robert Trail, Rosemount, MN 55068-3438 ("Governmental Unit"). Recitals 1. The State, through its National Guard, has constructed an Armory in the City of Rosemount. The Governmental Unit and the State have an executed “Agreement Between the Minnesota State Armory Building Commission and the City of Rosemount to Lease Space” (“Lease Agreement”) allowing the Governmental Unit to lease portions of the Armory. 2. The Governmental Unit and the State share in the use of the parking lot. 3. The Governmental Unit and the State would like to repave the parking lot. 4. Under Minnesota Statute § 471.59, subdivision 10, the State is empowered to engage such assistance from another governmental unit as deemed necessary. 5. The Governmental Unit and the State agree to pay their portion of cost to repave the parking lot. Agreement 1 Term of Agreement 1.1 Effective date: December 1, 2016, or the date the State obtains all required signatures under Minnesota Statutes Section 16C.05, subdivision 2, whichever is later. The Governmental Unit must not begin work under this contract until this agreement is fully executed and the Governmental Unit has been notified by the State to begin the work. 1.2 Expiration date: December 31, 2017, or until all obligations have been satisfactorily fulfilled, whichever occurs first. 2 Agreement between the Parties 2.1 Duties of the Governmental Unit. (1) Replace parking lot surface as outlined in Exhibit A, Opinion of Probable Cost, which is attached and incorporated into this Agreement. 2.2 Duties of the State. None. 3 Consideration and Payment 3.1 Consideration. The State will pay for all services performed and, if applicable, ancillary goods or materials supplied, by the Governmental Unit under this agreement as follows: (A) Compensation. The Governmental Unit will be paid a sum not to exceed $279,830.00 (Two Hundred Seventy-Nine Thousand Eight One Hundred Thirty and No/100 Dollars), according to the Opinion of Probable Cost contained in Exhibit A, which is attached and incorporated into this agreement. This will be the total obligation of the State for all compensation to the Governmental Unit under this Agreement. 3.2 Payment (A) Invoices. Submit invoices to the Facilities Management Office, Camp Ripley, 15000 Highway 115, Little Falls, MN 56345-4173. The State will pay the Governmental Unit within 30 days of the Governmental Unit’s presentation of an itemized invoice for the services performed, or ancillary goods or materials supplied, and acceptance of such services by the State’s Authorized Representative, according to the breakdown of costs contained in Exhibit A, which is attached and incorporated into this Agreement. (B) Prompt Payment to Subcontractors. Governmental Unit is required to pay subcontractors pursuant to Minn. Stat. § 16A.1245. SWIFT Contract No. 116946 Project No. 17116 Joint Powers Agreement Contract No. 116946 Page 2 of 3 (C) Conditions of Payment. All services provided by the Governmental Unit under this agreement must be performed to the State’s satisfaction, as determined at the sole discretion of the State’s Authorized Representative and in accordance with all applicable federal, state, and local laws, ordinances, rules, and regulations. The Governmental Unit will not receive payment for work found by the State to be unsatisfactory or performed in violation of federal, state, or local law; however, the State must first give the Governmental Unit a reasonable period of time to correct any work not completed to the State’s satisfaction or found to be in violation of law. 4 Authorized Representatives The State's Authorized Representative is Major Patrick Foley, Facilities Management Office, Design and Project Management Branch Chief, Camp Ripley, 15000 Highway 115, Little Falls, MN 56345, Telephone: 320.616.2615, or his successor, and has the responsibility to monitor the Governmental Unit’s performance and the authority to accept the services provided under this agreement. If the services are satisfactory, the State's Authorized Representative will certify acceptance on each invoice submitted for payment. The Governmental Unit's Authorized Representative is Mr. Dan Schultz, Parks and Recreation Director, City of Rosemount, Parks and Recreation, 13885 South Robert Trail, Rosemount MN 55068, Telephone 651.322.6012, or his successor. If the Governmental Unit’s Authorized Representative changes at any time during this agreement, the Governmental Unit must immediately notify the State. 5 Assignment, Amendments, Waiver, and Contract Complete 5.1 Assignment. The Governmental Unit may neither assign nor transfer any rights or obligations under this agreement without the prior consent of the State and a fully executed Assignment Agreement, executed and approved by the same parties who executed and approved this agreement, or their successors in office. 5.2 Amendments. Any amendment to this agreement must be in writing and will not be effective until it has been executed and approved by the same parties who executed and approved the original agreement, or their successors in office. 5.3 Waiver. If the State fails to enforce any provision of this agreement, that failure does not waive the provision or its right to enforce it. 5.4 Contract Complete. This agreement contains all negotiations and agreements between the State and the Governmental Unit. No other understanding regarding this agreement, whether written or oral, may be used to bind either party. 6 Indemnification In the performance of this contract by the Governmental Unit, or the Governmental Unit’s agents or employees, the Governmental Unit must indemnify, save, and hold harmless the State, its agents, and employees, from any claims or causes of action, including attorney’s fees incurred by the state, to the extent caused by the Governmental Unit’s: 1) Intentional, willful, or negligent acts or omissions; or 2) Actions that give rise to strict liability; or 3) Breach of contract or warranty. The indemnification obligations of this section do not apply in the event the claim or cause of action is the result of the State’s sole negligence. This clause will not be construed to bar any legal remedies the Governmental Unit may have for the State’s failure to fulfill its obligation under this contract. 7 State Audits Under Minnesota Statute § 16C.05, subdivision 5, the Governmental Unit’s books, records, documents, and accounting procedures and practices relevant to this agreement are subject to examination by the State and/or the State Auditor or Legislative Auditor, as appropriate, for a minimum of six years from the end of this agreement. 8 Government Data Practices The Governmental Unit and State must comply with the Minnesota Government Data Practices Act, Minnesota Statute Ch. 13, as it applies to all data provided by the State under this agreement, and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Governmental Unit under this agreement. The civil remedies of Minnesota Statute § 13.08 apply to the release of the data referred to in this clause by either the Governmental Unit or the State. If the Governmental Unit receives a request to release the data referred to in this Clause, the Governmental Unit SWIFT Contract No. 116946 Project No. 17116 Joint Powers Agreement Contract No. 116946 Page 3 of 3 must immediately notify the State. The State will give the Governmental Unit instructions concerning the release of the data to the requesting party before the data is released. 9 Venue Venue for all legal proceedings out of this agreement, or its breach, must be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota. 10 Termination 10.1 Termination. The State or the Governmental Unit may terminate this agreement at any time, with or without cause, upon 30 days’ written notice to the other party. 10.2 Termination for Insufficient Funding. The State may immediately terminate this agreement if it does not obtain funding from the Minnesota Legislature, or other funding source; or if funding cannot be continued at a level sufficient to allow for the payment of the services covered here. Termination must be by written or fax notice to the Governmental Unit. The State is not obligated to pay for any services that are provided after notice and effective date of termination. However, the Governmental Unit will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the extent that funds are available. The State will not be assessed any penalty if the agreement is terminated because of the decision of the Minnesota Legislature, or other funding source, not to appropriate funds. The State must provide the Governmental Unit notice of the lack of funding within a reasonable time of the State’s receiving that notice. 11 E-Verify Certification (In accordance with Minn. Stat. §16C.075) For services valued in excess of $50,000, Governmental Unit certifies that as of the date of services performed on behalf of the State, Governmental Unit and all its subcontractors will have implemented or be in the process of implementing the federal E-Verify program for all newly hired employees in the United States who will perform work on behalf of the State. Governmental Unit is responsible for collecting all subcontractor certifications and may do so utilizing the E-Verify Subcontractor Certification Form available at http://www.mmd.admin.state.mn.us/doc/EverifySubCertForm.doc. All subcontractor certifications must be kept on file with Governmental Unit and made available to the State upon request. 12 Other Provisions. EXHIBIT A, Opinion of Probable Cost; and EXHIBIT B, Special Conditions for Contract Work Involving Federal Funds; are attached and incorporated into this agreement. 1. STATE ENCUMBRANCE VERIFICATION 3. DEPARTMENT OF MILITARY AFFAIRS Individual certifies that funds have been encumbered as required by Minnesota Statute §§ 16A.15 and 16C.05. By: Major General Richard C. Nash Signed: Title: The Adjutant General Date: Date: 2. GOVERNMENTAL UNIT 4. COMMISSIONER OF ADMINISTRATION CITY OF ROSEMOUNT As delegated to Materials Management Division By: By: William Droste Title: Mayor Date: Date: By: Clarissa Hadler Title: City Clerk Date: EXHIBIT A EXHIBIT A OPINION OF PROBABLE COST PARKING LOT REPLACEMENT AT THE ROSEMOUNT MN NATIONAL GUARD ARMORY (Project No. 17116) PLEASE SEE NEXT PAGE EXHIBIT A OPINION OF PROBABLE COST Project No. 17116 EXHIBIT A Contract No. 116946 Page 1 of 1 Project:Community Center Parking Lot Paving Design By:MLH Project No:Date:6/3/2016 Item No. MN/DOT Specification No. Description Unit Estimated Total Quantity Estimated Unit Price Estimated Total Cost 1 2021.501 MOBILIZATION (5% MAXIMUM)LUMP SUM 1 $16,000.00 $16,000.00 2 2104.501 REMOVE CURB AND GUTTER LIN FT 400 $7.00 $2,800.00 3 2104.509 REMOVE CASTING EACH 1 $50.00 $50.00 4 2104.513 SAWING BITUMINOUS PAVEMENT (FULL DEPTH)LIN FT 100 $4.00 $400.00 5 2331.604 BITUMINOUS RECLAMATION SQ YD 17,200 $3.00 $51,600.00 6 2112.501 SUBGRADE PREPARATION SQ YD 17,200 $0.50 $8,600.00 7 2357.502 BITUMINOUS MATERIAL FOR TACK COAT GALLON 950 $2.50 $2,375.00 8 2360.501 TYPE SP 12.5 NONWEARING COURSE MIXTURE (2,C)TON 2,150 $56.00 $120,400.00 9 2360.501 TYPE SP 12.5 WEARING COURSE MIXTURE (2,C)TON 2,150 $58.00 $124,700.00 10 2506.522 ADJUST FRAME AND RING CASTING ( STORM)EACH 8 $300.00 $2,400.00 11 2506.602 CASTING ASSEMBLY (STORM MANHOLE)EACH 1 $550.00 $550.00 12 2531.501 CONCRETE CURB & GUTTER DESIGN SPECIAL LIN FT 400 $17.00 $6,800.00 13 2563.601 TRAFFIC CONTROL LUMP SUM 1 $2,000.00 $2,000.00 14 2573.530 STORM DRAIN INLET PROTECTION EACH 8 $125.00 $1,000.00 15 2575.505 HYDROSEEDING (INCL. TOPSOIL, FERTILIZER, SEED 25-131)SQ YD 250 $5.00 $1,250.00 16 2582.502 4" SOLID LINE WHITE-EPOXY LIN FT 6,600 $0.50 $3,300.00 Subtotal (Rounded)$344,200.00 10% Contingency $34,420.00 Subtotal $378,620.00 + 10% Indirect Cost $37,900.00 Schedule Total $416,520.00 17 2021.501 MOBILIZATION (5% MAXIMUM)LUMP SUM 1 $11,000.00 $11,000.00 18 2104.501 REMOVE CURB AND GUTTER LIN FT 300 $7.00 $2,100.00 19 2104.513 SAWING BITUMINOUS PAVEMENT (FULL DEPTH)LIN FT 60 $4.00 $240.00 20 2331.604 BITUMINOUS RECLAMATION SQ YD 12,000 $3.00 $36,000.00 21 2112.501 SUBGRADE PREPARATION SQ YD 12,000 $0.50 $6,000.00 22 2357.502 BITUMINOUS MATERIAL FOR TACK COAT GALLON 650 $2.50 $1,625.00 23 2360.501 TYPE SP 12.5 NONWEARING COURSE MIXTURE (2,C)TON 1,450 $56.00 $81,200.00 24 2360.501 TYPE SP 12.5 WEARING COURSE MIXTURE (2,C)TON 1,450 $58.00 $84,100.00 25 2531.501 CONCRETE CURB & GUTTER DESIGN SPECIAL LIN FT 300 $17.00 $5,100.00 26 2563.601 TRAFFIC CONTROL LUMP SUM 1 $2,000.00 $2,000.00 27 2575.505 HYDROSEEDING (INCL. TOPSOIL, FERTILIZER, SEED 25-131)SQ YD 150 $5.00 $750.00 28 2582.502 4" SOLID LINE WHITE-EPOXY LIN FT 4,800 $0.25 $1,200.00 Subtotal (Rounded)$231,300.00 10% Contingency $23,130.00 Subtotal $254,430.00 + 10% Indirect Cost $25,400.00 Schedule Total $279,830.00 $633,050.00 $696,350.00 National Guard Parking Lot Paving Total Construction Total Project Opinion of Probable Cost Community Center Parking Lot Paving EXHIBIT B EXHIBIT B SPECIAL CONDITIONS FOR CONTRACT WORK INVOLVING FEDERAL FUNDS PARKING LOT REPLACEMENT AT THE ROSEMOUNT MN NATIONAL GUARD ARMORY (Project No. 17116) PLEASE SEE NEXT PAGE Project No. 17116 EXHIBIT B Contract No. 116946 Page 1 of 6 EXHIBIT B SPECIAL CONDITIONS FOR CONTRACT WORK INVOLVING FEDERAL FUNDS To the extent applicable, the State is required to insert the substance of the following provisions in all contracts, unless State laws or regulations offer more protection. 1. Applicable Law. This contract is incidental to the implementation of a Federal program. Accordingly, this contract shall be governed by and construed according to federal law as it may affect the rights, remedies, and obligations of the United States. 2. Governing Regulations. To the extent not inconsistent with the express terms of the Master Cooperative Agreement (MCA) No. W912LM-15-2-1000 between the National Guard Bureau and the State of Minnesota,, the provisions of 32 CFR Part 33, Uniform Administrative Requirements for Grants and Cooperative Agreements, DoD Grant and Agreement Regulations (DoDGARS) (DoD 3210.6-R) as amended, Title 2 Code of Federal Regulations (CFR) Part 225, and NGR 5-1, are hereby incorporated into this contract by reference as if fully set forth herein, shall govern this contract. 3. Nondiscrimination. The Contractor/Vendor covenants and agrees that no person shall be subject to discrimination or denied benefits in connection with the State’s performance under the contract. Accordingly, and to the extent applicable, the Contractor/Vendor covenants and agrees to comply with the following national policies prohibiting discrimination: a. On the basis of race, color or national origin, in Title VI of the Civil Rights Act of 1964 (42 U.S.C. Section 2000d et seq.), as implemented by DoD regulations at 32 CFR Part 195. b. On the basis of race, color or national origin, in Executive Order 11246 as implemented by Department of Labor regulations at 41 CFR Chapter 60. c. On the basis of sex or blindness, in Title IX of the Education Amendments of 1972 (20 U.S.C. Section 1681, et seq.), as implemented by DoD regulations at 32 CFR Part 196. d. On the basis of age, in The Age Discrimination Act of 1975 (42 U.S.C. Section 6101, et seq.), as implemented by Department of Health and Human Services regulations at 45 CFR Part 90. e. On the basis of handicap, in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), as implemented by Department of Justice regulations at 28 CFR part 41 and DoD regulations at 32 CFR Part 56. 4. Lobbying. a. The state covenants and agrees that it will not expend any funds appropriated by Congress to pay any person for influencing or attempting to influence an officer or employee of any agency, or a Member of Congress in connection with any of the following covered federal actions. The awarding of any federal contract; the making of any federal grant; the making of any federal loan; the entering into of any CA; and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or Cooperative Agreement. b. The Final Rule, New Restrictions on Lobbying, issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 28) to implement the provisions of Section 319 of Public Law 101-121 (31 U.S.C. Section 1352) is incorporated by reference and the state agrees to comply with all the provisions thereof, including any amendments to the Interim Final Rule that may hereafter be issued. Project No. 17116 EXHIBIT B Contract No. 116946 Page 2 of 6 5. Drug-Free work Place. The Contractor/Vendor covenants and agrees to comply with the requirements regarding drug-free workplace requirements in of 32 CFR Part 26, which implements Section 5151-5160 of the Drug-Free Workplace act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701, et seq.). 6. Environmental Protection. a. The Contractor/Vendor covenants and agrees that its performance under this Agreement shall comply with: (1) The requirements of Section 114 of the Clean Air Act (42 U.S.C. Section 7414); (2) Section 308 of the Federal Water Pollution Control Act (33 U.S.C. Section 1318), that relates generally to inspection, monitoring, entry reports, and information, and with all regulations and guidelines issued thereunder; (3) The Resources Conservation and Recovery Act (RCRA); (4) The Comprehensive Environmental Response, Compensation and Liabilities Act (CERCLA); (5) The National Environmental Policy Act (NEPA); (6) The Solid Waste Disposal Act (SWDA)); (7) The applicable provisions of the Clean Air Act (42 U.S.C. 7401, et seq.) and Clean Water Act (33 U.S.C. 1251, et seq.), as implemented by Executive Order 11738 and Environmental Protection Agency (EPA) rules at 40 CFR Part 31; (8) To identify any impact this award may have on the quality of the human environment and provide help as needed to comply with the National Environmental Policy Act (NEPA, at 42 U.S.C. 4321, et seq.) and any applicable federal, state or local environmental regulation. b. In accordance with the EPA rules, the parties further agree that the Contractor/Vendor shall also identify to the awarding agency (NGB) any impact this award may have on: (1) The quality of the human environment, and provide help the agency may need to comply with the National Environmental Policy Act (NEPA, at 42 U.S.C 4321, et seq.) and to prepare Environment Impact Statements or other required environmental documentation. In such cases, the recipient agrees to take no action that will have an adverse environmental impact (e.g., physical disturbance of a site such as breaking of ground) until the agency provides written notification of compliance with the environmental impact analysis process. (2) Flood-prone areas, and provide help the agency may need to comply with the National Flood Insurance Act of 1968 and Flood Disaster Protection Act of 1973 (42 U.S.C. 4001, et seq.), which require flood insurance, when available, for federally assisted construction or acquisition in flood-prone areas. (3) Coastal zones, and provide help the agency may need to comply with the Coastal Zone Management Act of 1972 (16 U.S.C. 1451, et seq.), concerning protection of U.S. coastal resources. (4) Coastal barriers, and provide help the agency may need to comply with the Coastal Barriers Resource Act (16 U.S.C. 3501 et seq.), concerning preservation of barrier resources. (5) Any existing or proposed component of the National Wild and Scenic Rivers System, and provide help the agency may need to comply with the Wild and Scenic Rivers Act of 1968 (16 U.S.C. 1271 et seq.). (6) Underground sources of drinking water in areas that have an aquifer that is the sole or principal drinking water source, and provide help the agency may need to comply with the Safe Drinking Water Act (42 U.S.C 300H-3). 7. Use of United States Flag Carriers. a. The state covenants and agrees that travel supported by U.S. Government funds under this agreement shall use U.S.-flag air carriers (air carriers holding certificates under 49 U.S.C. 41102) for international air transportation of people and property to the extent that such service is available, in accordance with the International Air Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. 40118) and the inter-operative guidelines issued by the Comptroller General of the United States in the March 31, 1981, amendment to Comptroller General Decision B138942. b. The state agrees that it will comply with the Cargo Preference Act of 1954 (46 U.S.C. Chapter 553), as implemented by Department of Transportation regulation at 46 CFR 381.7, and 46 CFR 381.7(b). Project No. 17116 EXHIBIT B Contract No. 116946 Page 3 of 6 8. Debarment and Suspension. The Contractor/Vendor covenants and agrees to comply with the requirements regarding debarment and suspension in Subpart C of the OMB guidance in 2 CFR Part 180, as implemented by the DoD in 2 CFR Part 1125. The Contractor/Vendor agrees to communicate the requirement to comply with Subpart C to persons at the next lower tier (the subrecipient) with whom the Contractor/Vendor enters into transactions that are “covered transactions” under Subpart B of 2 CFR Part 180 and the DoD implementation in 2 CFR Part 1125. The Contractor/Vendor and the Subrecipient shall comply with 2 CFR Part 1125 by checking the Excluded Parties List System (EPLS) at www.sam.gov to verify contractor eligibility to receive contracts and subcontracts resulting from this Agreement. The Contractor/Vendor and Subrecipients shall not solicit offers from, nor award contracts to contractors listed in EPLS. This verification shall be documented in the Contractor/Vendor and Subrecipient contract files, and shall be subject to audit by the Grantor and federal/State audit agencies 9. Buy American Act. The state covenants and agrees that it will not expend any funds appropriated by Congress without complying with The Buy American Act (41 U.S.C.10a et seq.). The Buy American Act gives preference to domestic end products and domestic construction material. In addition, the Memorandum of Understanding between the United States of America and the European Economic Community (EEC) on Government Procurement, and the North American Free Trade Agreement (NAFTA), provide that EEC and NAFTA end products and construction materials are exempted from application of the Buy American Act. 10. Uniform Relocation Assistance and real Property Acquisition Policies The state covenants and agrees that it will comply with CFR 49 part 24, which implements the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (42 U.S.C. Section 4601 et seq.) and provides for fair and equitable treatment of persons displaced by federally assisted programs or persons whose property is acquired as a result of such programs. 11. Copeland “Anti-Kickback” Act. The state covenants and agrees that it will comply with the Copeland “Anti-Kickback” Act (18 U.S.C. Section 874) as supplemented in Department of Labor regulations (29 CFR Part 3). As applied to this agreement, the Copeland “Anti-Kickback” Act makes it unlawful to induce, by force, intimidation, threat of procuring dismissal from employment, or otherwise, any person employed in the construction or repair of public buildings or public works, financed in whole or in part by the United States, to give up any part of the compensation to which that person is entitled under a contract of employment. 12. Contract Work Hours and Safety Standards Act. The state covenants and agrees that it will comply with Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. Sections 3701-3708) as supplemented by Department of Labor regulations (29 CFR Part 5). As applied to this agreement, the Contract Work Hours and Safety Standards Act specifies that no laborer or mechanic doing any part of the work contemplated by this agreement shall be required or permitted to work more than 40 hours in any workweek unless paid for all additional hours at not less than 1.5 times the basic rate of pay. 13. System for Award Management and Data Universal Numbering Requirements The Contractor/Vendor covenants and agrees to comply with the System for Award Management (SAM) and Data Universal Numbering Requirements (DUNS) as indicated below: a. Requirement for SAM. You as the recipient must maintain the currency of your information in SAM until you submit the final financial report required under this Agreement or receive the final payment, whichever is later. This requires that you review and update the information at least annually after the initial registration, and more frequently if required by changes in your information or another award term. b. Requirement for DUNS Numbers. If you are authorized to make subawards under this Agreement, you: (1) Must notify potential subrecipients that no entity (see definition in paragraph (c) of this Agreement term) may receive a subaward from you unless the entity has provided its DUNS number to you; and Project No. 17116 EXHIBIT B Contract No. 116946 Page 4 of 6 (2) May not make a subaward to an entity unless the entity has provided its DUNS number to you. (3) Definitions. For purposes of this Agreement: (a) SAM means the official U.S. Government system that consolidated the capabilities of CCR and EPLS. There is NO fee to register in SAM. Entities may register at no cost at www.sam.gov. Additional information about registration procedures, updating your recipient account, searching records, as well as user guides and helpful hints may be found at the SAM website. 1. If you had an active record in CCR, you have an active record in SAM. You do not need to do anything in SAM at this time, unless a change in your business circumstances requires updates to your Entity record(s) in order for you to be paid or to receive an award or you need to renew your Entity(s) prior to its expiration. SAM will send notifications to the registered user via email 60, 30, and 15 days prior to expiration of the Entity. To update or renew your Entity records(s) in SAM you will need to create a SAM User Account and link it to your migrated Entity records. You do not need a user account to search for registered entities in SAM by typing the DUNS number or business name into the search box. (b) Data Universal Numbering System (DUNS) number means the nine-digit number established and assigned by Dun and Bradstreet, Inc. (D&B) to uniquely identify business entities. A DUNS number may be obtained from D&B by telephone (currently 866-705-5711) or the internet (currently at http://fedgov.dnb.com/webform). (c) Entity, as it is used in this award term, means all of the following, as defined at 2 CFR Part 25, Subpart C: 1. A Governmental organization, which is a State, local Government, or Indian Tribe; 2. A foreign public entity; 3. A domestic or foreign nonprofit organization; 4. A domestic or foreign for-profit organization; and 5. A Federal Agency, but only as a subrecipient under an award or subaward to a non-Federal entity. (4) Subaward: (a) This term means a legal instrument to provide support for the performance of any portion of the substantive project or Program for which you received this Agreement and that you as the recipient award to an eligible subrecipient. (b) The term does not include your procurement of property and services needed to carry out the project or Program (for further explanation, see Sec. ----.210 of the Attachment to OMB Circular A-133, “Audits of States, Local Governments, and Non-Profit Organizations”). (c) A subaward may be provided through any legal Agreement, including an Agreement that you consider a contract. (5) Subrecipient means an entity that: (a) Receives a subaward from you under this Agreement; and Is accountable to you for the use of the Federal funds provided by the subawards 14. Reporting Subawards and Executive Compensation The Contractor/Vendor covenants and agrees to comply with the Reporting Subawards and Executive Compensation requirements indicated below: a. Reporting of first-tier subawards. 1. Applicability. Unless you are exempt as provided in paragraph d. of this award term, you must report each action that obligates $25,000 or more in Federal funds that does not include Recovery funds (as defined in section 1512(a)(2) of the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5) for a subaward to an entity (see definitions in paragraph e. of this award term). 2. Where and when to report. i. You must report each obligating action described in paragraph a.1. of this award term to http://www.fsrs.gov. ii. For subaward information, report no later than the end of the month following the month in which the obligation was made. (For example, if the obligation was made on November 7, 2010, the obligation must be reported by no later than December 31, 2010.) 3. What to report. You must report the information about each obligating action that the submission instructions posted at http://www.fsrs.gov specify. Project No. 17116 EXHIBIT B Contract No. 116946 Page 5 of 6 b. Reporting Total Compensation of Recipient Executives. 1. Applicability and what to report. You must report total compensation for each of your five most highly compensated executives for the preceding completed fiscal year, if-- i. the total Federal funding authorized to date under this award is $25,000 or more; ii. in the preceding fiscal year, you received-- (A) 80 percent or more of your annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and (B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and iii. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.) 2. Where and when to report. You must report executive total compensation described in paragraph b.1. of this award term: i. As part of your registration profile at http://www.ccr.gov. ii. By the end of the month following the month in which this award is made, and annually thereafter. c. Reporting of Total Compensation of Subrecipient Executives. 1. Applicability and what to report. Unless you are exempt as provided in paragraph d. of this award term, for each first-tier subrecipient under this award, you shall report the names and total compensation of each of the subrecipient's five most highly compensated executives for the subrecipient's preceding completed fiscal year, if-- i. in the subrecipient's preceding fiscal year, the subrecipient received-- (A) 80 percent or more of its annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and (B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts), and Federal financial assistance subject to the Transparency Act (and subawards); and ii. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.gov/answers/execomp.htm.) 2. Where and when to report. You must report subrecipient executive total compensation described in paragraph c.1. of this award term: i. To the recipient. ii. By the end of the month following the month during which you make the subaward. For example, if a subaward is obligated on any date during the month of October of a given year (i.e., between October 1 and 31), you must report any required compensation information of the subrecipient by November 30 of that year. d. Exemptions If, in the previous tax year, you had gross income, from all sources, under $300,000, you are exempt from the requirem ents to report: i. Subawards, and ii. The total compensation of the five most highly compensated executives of any subrecipient. e. Definitions. For purposes of this award term: 1. Entity means all of the following, as defined in 2 CFR part 25: i. A Governmental organization, which is a State, local government, or Indian tribe; ii. A foreign public entity; iii. A domestic or foreign nonprofit organization; iv. A domestic or foreign for-profit organization; v. A Federal agency, but only as a subrecipient under an award or subaward to a non-Federal entity. 2. Executive means officers, managing partners, or any other employees in management positions. Project No. 17116 EXHIBIT B Contract No. 116946 Page 6 of 6 3. Subaward: i. This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that you as the recipient award to an eligible subrecipient. ii. The term does not include your procurement of property and services needed to carry out the project or program (for further explanation, see Sec. ---- .210 of the attachment to OMB Circular A-133, ``Audits of States, Local Governments, and Non-Profit Organizations''). iii. A subaward may be provided through any legal agreement, including an agreement that you or a subrecipient considers a contract. 4. Subrecipient means an entity that: i. Receives a subaward from you (the recipient) under this award; and ii. Is accountable to you for the use of the Federal funds provided by the subaward. 5. Total compensation means the cash and noncash dollar value earned by the executive during the recipient's or subrecipient's preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)): i. Salary and bonus. ii. Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments. iii. Earnings for services under non-equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees. iv. Change in pension value. This is the change in present value of defined benefit and actuarial pension plans. v. Above-market earnings on deferred compensation which is not tax-qualified. vi. Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000.