#11-5650 (Avail Technologies, Inc.)
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Purchasing Department
3327 Tamiami Trail East
Naples, Florida 34112
Telephone: (239) 252-8941
FAX: (239) 252-6700
Email: RhondaCummings@collierqov.net
www.collierqov. netJpu rchasinq
Adminisb'ative Services Ovisioo
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Memorandum
Subject:
Solicitation # 11-5650 "Intelligent Transportation Systems (ITS) for Collier Area Transit"
Date:
July 26, 2011
From:
Rhonda Cummings, FCCN, CPPS, Procurement Strategist
To:
Ray Carter, Risk Manager
This Contract was approved by the SCC on July 26, 2011; Agenda Item 10.8
The County is in the process of executing this contract with Avail Technologies, Inc. The insurance requirements
are on pages 11 & 12.
Please review the Insurance Certificate(s) for the referenced Contract.
· If the insurance is not in order. please contact the vendor/insurance company to obtain a proper
certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the
County Attorney's office via the attached Request for Legal Services.
· If the insurance is in order. please acknowledge your approval and send to the County Attorney's office via
the attached Request for Legal Services.
If you have any questions, please contact me at the above referenced information.
anagement Signature
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Glama Carter, A TM
DATE RECEIVED
JUL 27 2011
RISK MANAGEMENT
(Please route to County Attorney via attached Request for Legal Services) ~
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G/Acquisitions/AgentF ormsandLetters/RiskMgmtReviewofl nsurance4/15/201 0/16/09
MEMORANDUM
Date:
August 2, 2011
To:
Rhonda Cummings, Contract Specialist
Purchasing Department
From:
Martha Vergara, Deputy Clerk
Minutes & Records Department
Re:
Contract #11-5650 "Intelligent Transportation Systems for
Collier Area Transit (CAT)"
Contractor: Avail Technologies, Inc.
Attached is an original contract of the document referenced above, (Item #10B)
approved by the Board of County Commissioners Tuesday, July 26, 2011.
An original was kept in the Minutes and Records Department as
part of the Board's Official Record.
If you have any questions, please contact me at 252-7240.
Thank you.
A G R E E MEN T 11-5650
for
Intelligent Transportation Systems (ITS) for Collier Area Transit
THIS AGREEMENT, made and entered into on this 26th day of July, 2011 by and between
Avail Technologies, Inc. authorized to do business in the State of Florida, whose business
address is 2026 Sandy Drive, State College, Pennsylvania 16803 hereinafter called the
IIContractorll and Collier County, a political subdivision of the State of Florida, Collier
County, Naples, hereinafter called the IICounty":
WIT N E SSE T H:
1. COMMENCEMENT. The Contractor shall commence the work within ten (10)
working days after issuance of the Notice to Proceed, in the form of a letter from the Contract
Manager, and the Contractor shall have finally completed the Work in within fifteen (15)
months from the issuance of the Notice to Proceed (NTP). The County Manager, or his
designee, may, at his discretion, extend the Agreement under all of the terms and conditions
contained in this Agreement for up to ninety (90) days. The County may, at its discretion,
with the consent of the Contractor renew the Agreement under all of the terms and
conditions contained in this Agreement for three (3) additional one (1) year periods. The
County shall give the Contractor written notice of the County's intention to extend the
Agreement term not less than ten (10) days prior to the end of the Agreement term then in
effect. The County Manager, or his designee, shall give the Contractor written notice of the
County's intention to extend the Agreement term not less than thirty (30) days prior to the
end of the Agreement term then in effect.
2. STATEMENT OF WORK. The Contractor shall provide equipment installation,
integration, and implementation in accordance with the terms and conditions of RFP #11-
5650 and the Contractor's proposal referred to herein and made an integral part of this
agreement. This Agreement contains the entire understanding between the parties and any
modifications to this Agreement shall be mutually agreed upon in writing by the Contractor
and the County project manager or his designee, in compliance with the County Purchasing
Policy and Administrative Procedures in effect at the time such services are authorized.
3. SCHEDULE. The Contractor shall complete all services to include, but not be limited
to the following: the functional, performance, installation, integration and project
management requirements for the implementation of a fixed-route and para transit Intelligent
Transportation Systems (ITS) project for Collier Area Transit (CAT) as listed in Exhibit A,
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Scope of Work as defined in the RFP and included by reference, Attachment A, Negotiation
Letter and Project Deliverables List and in accordance with the time schedule listed in
Attachment B, Payment Milestones.
4. THE CONTRACT SUM. The County shall pay the Contractor for the performance of
this Agreement an estimated maximum amount for implementation (Phase I), One Million
One Hundred Nine Thousand Nine Hundred Forty-Seven Dollars ($1,109,947.00), and
extended warranties (Phase II), which includes an additional three years (3) system
warranty, support and hosting, if optioned by the County and subject to available federal
grant funding, (to commence October 2013/ estimated funding is fiscal year 2014-2015), in the
amount of Four Hundred Forty-Nine Thousand Three Hundred Sixty-Six Dollars ($449,366)
based on the prices set forth in the Contractor's proposal. Any Change Orders must be
approved in advance by the County. Payment will be made upon receipt of a proper invoice
and upon approval by the Project Manager or his designee, and in compliance with Chapter
218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act."
4.1 The Contractor shall be paid based on a percentage of completion of the various
tasks associated with this Contract. The County shall pay to the Contractor the
percentages and amounts of the total value of the contract as listed in Attachment B,
Payment Milestones, and Attachment C, Price List after review and approval by the
County's Project Manager.
4.2 Expiration of Agreement: The Agency agrees to complete the project on or before
December 31, 2012. If the Agency does not complete the project within this time period,
this Contract will expire unless an extension of the time period is requested by the
Agency and granted in writing by the Contract Manager or his/her designee.
Expiration of this Agreement will be considered termination of the project and the
procedure established Section 31 of this Contract shall be initiated.
4.3 Final Invoice: The Contractor must submit the final invoice on this project to the
Department within one hundred twenty (120) days after the expiration of this Contract.
Invoices submitted aft the 120 day time period will not be paid.
4.4 Payment Provisions: Unless otherwise allowed, the payment will begin in the
year the project or project phase is scheduled in the work program as of the date of the
contract. Payment will be made for actual costs incurred as of the date the invoice is
submitted with the final payment due upon receipt of a final invoice.
5. ORDER OF PRECEDENCE. Conflicting provisions hereof, if any, shall prevail in the
following descending order or precedence: (1) the provisions of the Agreement; (2)
Contractor's Pricing Negotiations Letter dated June 6, 2011 and its four (4) attachments,
including price form, deliverables list, preliminary project schedule and compliance matrix
updates; (3) Contractor's answers to clarification questions for Collier County Board of
County Commissioners dated April 4, 2011; (4) Contractor's answers to questions for Collier
County Board of Commissioners dated March 28, 2011; (5) Contractor's proposal dated
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March 3, 2011; (6) Request for Proposal 11-5650 Intelligent Transportations Systems for
Collier Area Transit (CAT) Program, and its Addenda.
6. OPTION FOR INCREASED QUANTITIES. The Contractor hereby grants to the
County the option to purchase an increase of the initial quantity of items purchased. Pricing
for the additional quantities shall be the same as that for the initial purchase except that if the
purchase is made after Critical Design Review (CDR) there may be additional charges for
installation and integration. The County shall exercise any option to purchase additional
quantities within one (1) year from the date of award of the Contract. Any exercise of this
option to purchase additional quantities shall be confirmed through the issuance of a Change
Order.
7. PERSONNEL. The Contractor represents that it has, or will secure at its own expense,
all necessary personnel required to perform the services under this Contract. Such personnel
shall not be employees of, or have any contractual relationship with the County.
All of the services required hereinunder shall be performed by the Contractor, or under its
supervision, and all personnel engaged in performing the services shall be fully qualified
and, if required, authorized or permitted under state and local law to perform such services.
Any changes or substitutions in the Contractor's key personnel, as may be listed in Exhibit B,
attached hereto and incorporated herein, must be made known to the County's
representative and written approval must be granted by the County's representative before
said change or substitution can become effective.
The Contractor warrants that all services shall be performed by skilled and competent
personnel to the highest professional standards in the field.
All of the Contractor's personnel (and all subContractor's) will comply with all County
requirements governing conduct, safety, and security while on County premises.
8. STATEMENT OF FINANCIAL ASSISTANCE. This procurement is funded in part
by a contract between Collier County and the u.s. Department of Transportation, Federal
Transit Administration. Therefore, the following Special Contract Provisions (Articles 10
through 24) apply to this procurement. Funding for this project is 100% grand funded by the
Federal Transit Administration Regular 5307 and 5311 & 5307 ARRA.
9. SUBCONTRACTING.
A. The County reserves the right to accept the use of a subContractor or to reject
the selection of a particular subContractor and to inspect all facilities of any
subContractors in order to make a determination as to the capability of the
subContractor to perform properly under this Contract. The Contractor is encouraged
to seek Disadvantaged Business Enterprises (DBE's) for participation in
subcontracting opportunities. If the Contractor uses any subContractors on this
project the following provisions of this Article shall apply:
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B. Any subcontract shall incorporate, in full text, all provIsIOns, terms, and
conditions set forth in this Contract including Specifications and Scope of Work and all
attachments thereto. The Contractor shall provide to the County copies of all fully
executed subcontracts including any amendments thereto. DBE reports are required
monthly including certified payroll.
C. If a subContractor fails to perform or make progress, as required by this
Contract, and it is necessary to replace the subContractor to complete the work in a
timely fashion, the Contractor shall promptly do so, subject to acceptance of the new
subContractor by the County.
D. The Contractor agrees to abide by all provIsIOns of the applicable
Disadvantaged Business Enterprise (DBE) provisions of this Contract and understands
that failure to comply with any of the requirements shall be considered a breach of
contract.
E. The Contractor understands that each DBE utilized on this Contract must be
certified by the County to be counted as DBE participation.
F. The Contractor further agrees to provide the County DBE Liaison with a copy
of the Contractor's contract with any DBE subContractor or any other related
documentation upon request.
G. The Contractor understands the requirements to comply with the task and
proportionate dollar amounts throughout the term of the Contract as it relates to the
use of DBE firms.
H. The Contractor shall only be permitted to replace a certified DBE subContractor
who is unwilling or unable to perform. Such substitutions must be done with other
certified DBEs in order to maintain the DBE percentages established in this Contract.
I. The Contractor understands that he/she is prohibited from making any
agreements with DBEs in which the DBE promises not to provide subContractors
quotations to other proposers or potential proposers.
J. The Contractor agrees to maintain all relevant records and information
necessary to document compliance with the applicable DBE provisions, and shall
allow the COUNTY to inspect such records.
10. INTEREST OF MEMBERS OF, OR DELEGATES TO, CONGRESS. No member of,
or delegate to, the Congress of the United States shall be admitted to a share or part of this
Contract or to any benefit arising there from.
Page 4 of 57
11. LABOR PROVISIONS - NONCONSTRUCTION CONTRACTS
A. Overtime Requirements: No Contractor or subContractor contracting for any
part of the Contract work which may require or involve the employment of laborers or
mechanics shall require or permit any such laborer or mechanic in any work week in
which her or she is employed on such work to work in excess of forty (40) hours in
such work week unless such laborer or mechanic receives compensation at a rate not
less than one and one-half the basic rate of pay for all hours worked in excess of forty
(40) hours in such work week.
B. Violation; Liability for Unpaid Wages; Liquidated Damages: In the event of
any violation of the clauses set forth in subparagraph (b)(l) of 29 CFR Section 5.5, the
Contractor and any subContractor responsible therefore, shall be liable for the unpaid
wages. In addition, such Contractor and subContractor shall be liable to the United
States (in the case of work done under contract for the District of Columbia or a
territory, to such district or to such territory), for shall be liable for the unpaid wages.
In addition, such Contractor and subContractor shall be liable to the United States (in
the case of work done under contract for the District of Columbia or a territory, to
such district or to such territory), for liquidated damages. Such liquidated damages
shall be computed with respect to each individual laborer or mechanic, including
watchmen and guards, employed in violation of the clauses set forth in subparagraph
(b)(l) of 29 CFR Section 5.5 in the sum of ten dollars ($ 10.00) for each calendar day on
which such individual was required or permitted to work in excess of eight (8) hours
or in excess of the standard work week of forty (40) hours without payment of the
overtime wages required by the clause set forth in subparagraph (b)(l) of 29 CFR
Section 5.5.
C. Withholding for Unpaid Wages and Liquidated Damages: DOT or Collier
County shall upon its own action or upon written request of an authorized
representative of the Department of Labor withhold or cause to be withheld, from any
monies payable on account of work performed by the Contractor or subContractor
under any such contract or any other Federal contract with the same prime Contractor,
or any other Federally-assisted contract subject to the Contract Work Hours and Safety
Standards Act, which is held by the same prime Contractor, such sums as may be
determined to be necessary to satisfy any liabilities of such Contractor or
subContractor for unpaid wages and liquidated damages as provided in the clause set
forth in subparagraph (b)(2) of 29 CFR Section 5.5.
D. Non-construction Grants: The Contractor or subContractor shall maintain
payrolls and basic payroll records during the course of the work and shall preserve
them for a period of three (3) years from the completion of the Contract for all laborers
and mechanics, including guards and watchmen, working on the Contract. Such
records shall contain the name and address of each such employee, social security
number, correct classifications, hourly rates of wages paid, daily and weekly number
of hours worked, deductions made, and actual wages paid. Further, Collier County
shall require the contracting officer to insert in any such contract a clause providing
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that the records to be maintained under this paragraph shall be made available by the
Contractor or subContractor for inspection, copying, or transcription by authorized
representatives of DOT and the Department of Labor, and the Contractor or
subContractor will permit such representatives to interview employees during
working hours on the job.
E. Subcontracts: The Contractor or subContractor shall insert in any subcontracts
the clauses set forth in subparagraph A. through E. of this Article and also a clause
requiring the subContractors to include these clauses in any lower tier subcontracts.
The prime Contractor shall be responsible for compliance by any subContractor or
lower tier subContractor with the clauses set forth in subparagraphs A. through E. of
this Article.
12. FEDERAL CHANGES. The Contractor shall at all times comply with all applicable
Federal Transit Administration (FT A) regulations, policies, procedures and directives,
including without limitation those listed directly or by reference in the agreement between
County and FTA, as they may be amended or promulgated from time to time during the
term of this Contract. Contractor1s failure to so comply shall constitute a material breach of
this Contract.
13. NO FEDERAL GOVERNMENT OBLIGATION.
A. Contractor and County acknowledge and agree that, notwithstanding any
concurrence by the Federal Government in or approval of the solicitation or award of
the underlying contract, absent the express written consent by the Federal
Government, the Federal Government is not a party to this Contract and shall not be
subject to any obligations or liabilities to the County, Contractor, or any other party
(whether or not a party to this Contract) pertaining to any matter resulting from the
underlying contract.
B. The Contractor agrees to include the above clause in each subcontract financed
in whole or in part with Federal assistance provided by FT A. It is further agreed that
the above clause shall not be modified, except to identify the subContractor who will
be subject to its provisions.
14. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS.
A. The CONTRACTOR acknowledges that the provisions of the Program Fraud
Civil Remedies Act of 1986, as amended, 31 U.s.e. Section 3801 et seq. and u.s. DOT
regulations, "Program Fraud Civil Remedies," 49 e.F.R Part 31, apply to its actions
pertaining to this Project. Upon execution of the Contract, the Contractor certifies or
affirms the truthfulness and accuracy of any statement it has made, it makes, it may
make, or causes to be made, pertaining to the Contract or the FT A assisted project for
which this Contract work is being performed. In addition to other penalties that may
be applicable, the Contractor further acknowledges that if it makes or causes to be
made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the
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Federal Government reserves the right to impose the penalties of the Program Fraud
Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government
deems appropriate.
B. The Contractor also acknowledges that if it makes, or causes to be made a false,
fictitious, or fraudulent claim, statement, submission, or certification to the Federal
Government under a contract connected with a project that is financed in whole or in
part with Federal assistance originally awarded by FT A under the authority of 49
U.s.e. Section 5307, the Government reserves the right to impose the penalties of 18
U.s.e. Section 1001, and 49 U.s.e. Section 5307 (n)(l) on the Contractor to the extent
the Federal Government deems appropriate.
e. The Contractor agrees to include the above two clauses in each subcontract
financed in whole or in part with Federal assistance provided by FT A. It is further
agreed that the clauses shall not be modified, except to identify the subContractor who
will be subject to the provisions.
15. CIVIL RIGHTS.
A. Nondiscrimination. In accordance with Title VI of the Civil Rights Act, as
amended, 42 U.s.e. Section 2000d, Section 303 of the Age Discrimination Act of 1975,
as amended, 42 U.s.e. Section 6102, Section 202 of the Americans with Disabilities Act
of 1990,42 U.s.e. Section 12132, and Federal transit law at 49 U.s.e. Section 5332, the
Contractor agrees that it will not discriminate against any employee or applicant for
employment because of race, color, creed, national origin, sex, age, or disability. In
addition, the CONTRACTOR agrees to comply with applicable Federal implementing
regulations and any other implementing requirements FT A may issue.
B. Equal Employment Opportunity.
i. Race, Color, Creed, National Origin, Sex. In accordance with Title VII of the Civil
Rights Act, as amended, 42 U.s.e. Section 2000e, and Federal transit laws at 49
U.s.e. Section 5332, the Contractor agrees to comply with all applicable equal
employment opportunity requirements of the u.s. Department of Labor (U.s.
DOL) regulations, "0ffice of Federal Contract Compliance Programs, Equal
Employment Opportunity, Department of Labor," 41 e.F.R. Parts 60 et seq., (which
implement Executive Order No. 11246, "Equal Employment Opportunity," as
amended by "Executive Order No. 11375/, Amending Executive Order 11246
Relating to "Equal Employment Opportunity/' 42 U.s.e. Section 2000e note), and
with any applicable Federal statutes, executive orders, regulations, and Federal
policies that may in the future affect construction activities undertaken in the
course of the Project. The Contractor agrees to take affirmative action to ensure
that applicants are employed, and that employees are treated during employment,
without regard to their race, color, creed, national origin, sex, or age. Such action
shall include, but not be limited to, the following: employment, upgrading,
demotion or transfer, recruitment, or recruitment advertising, layoff or
termination; rates of payor other forms of compensation; and selection for training,
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including apprenticeship, In addition, the Contractor agrees to comply with any
implementing requirements FT A may issue.
ii. Age. In accordance with Section 4 of the Age Discrimination in Employment Act
of 1967, as amended, 29 U.s.e. Section 623 and Federal transit law at 49 U.s.e.
Section 5332, the CONTRACTOR agrees to refrain from discrimination against
present and prospective employees for reason of age. In addition, the Contractor
agrees to comply with any implementing requirements FT A may issue.
iii. Disabilities. In accordance with Section 102 of the Americans with Disabilities
Act, as amended, 42 U.s.e. Section 12112, the Contractor agrees that it will comply
with the requirements of u.s. Equal Employment Opportunity Commission,
"Regulations to Implement the Equal Employment Provisions of the Americans
with Disabilities Act," 29 e.F.R. Part 1630, pertaining to employment of persons
with disabilities. In addition, the Contractor agrees to comply with any
implementing requirements FT A may issue.
e. The Contractor agrees to include the above-stated requirements in each
subcontract financed in whole or in part with Federal assistance provided by FT A,
modified only if necessary to identify the affected parties.
16. INCORPORATION OF FTA TERMS. This Contract contains certain standard terms
and conditions required by u.s. DOT. All contractual provisions required by u.s. DOT, as
set forth in FT A Circular 4220.1F, et. seq., are hereby incorporated by reference. Anything to
the contrary herein notwithstanding, all FT A mandated terms shall be deemed to control in
the event of a conflict with other provisions contained in this Contract. The Contractor shall
not perform any act, fail to perform any act, or refuse to comply with any County requests
which would cause the County to be in violation of the FT A terms and conditions.
17. ACCESS TO RECORDS.
A. The Contractor agrees to provide County, the FTA, the Comptroller General of
the United States or any of their authorized representatives access to any books,
documents, papers and records' of the Contractor which are directly pertinent to this
Contract for the purposes of making audits, examinations, excerpts and transcriptions.
B. 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.
e. The Contractor agrees to maintain all books, records, accounts, and reports
required under this Agreement for a period of not less than three (3) years after the
date of termination or expiration of this Agreement, except in the event of litigation or
settlement of claims arising from the performance of this Agreement, in which case the
Contractor agrees to maintain same until the County, the FTA, the Comptroller
General, or any of their duly authorized representatives, have disposed of all such
litigation, appeals, claims, or exceptions related thereto.
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18. RECYCLED PRODUCTS. The Contractor agrees to comply with all the requirements
of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended, (42
U.s.e. 6962)including but not limited to the regulatory provisions of 40 e.F.R. Part 247, and
Executive Order 12873, as they apply to the procurement of the items designated in Subpart
B of 40 e.F.R. Part 247.
19. SUSPENSION AND DEBARMENT. The Contractor certifies or affirms the
truthfulness and accuracy of its certification regarding debarment, suspension, and other
responsibility matters. The Contractor understands and agrees that the provisions of 49 CFR
Part 29 apply to its certification and disclosure.
20. CERTIFICATION REGARDING LOBBYING. The Contractor certifies or affirms the
truthfulness and accuracy of its certification and disclosure, if any. The Contractor
understands and agrees that the provisions of 31 U.s.e. Section 3801, et seq. apply to its
certification and disclosure, if any.
21. CONSERVATION. The Contractor shall recognize mandatory standards and policies
relating to energy efficiency which are contained in the State energy conservation plan issued
in compliance with the Energy Policy and Conservation Act (42 USC Section 6321 et. seq.)
22. ENVIRONMENTAL VIOLATIONS. The Contractor agrees to comply with all
applicable standards, orders, or requirements issued under Section 306 of the Clean Air Act
(42 USC 1857(h)), Section 508 of the Clear Water Act (33 USC 1368, Executive Order 11378,
and Environmental Protection Agency regulations (40 CFR Part 15) which prohibit the use
under nonexempt Federal contracts, grants or loans of facilities included on the EP A list for
Violation Facilities. The Contractor shall report violations to FT A and to the US EP A
Assistant Administrator for Enforcement (EN-329).
23. CRIMINAL HISTORY RECORDS CHECK. The CONTRACTOR shall comply with
the provisions of Ordinance 2003-030, the Criminal History Records Check Ordinance
("Ordinance"), if CONTRACTOR's employees or subContractors are required under this
Contract to enter a " critical facility" as identified in Resolution R-2003-1274. The
CONTRACTOR acknowledges and agrees that all employees and subContractors who are to
enter a "critical facility" will be subject to a fingerprint based criminal history records check.
Although COUNTY agrees to pay for all applicable FDLE/FBI fees required for criminal
history record checks, the CONTRACTOR shall be solely responsible for the financial,
schedule, and staffing implications associated in complying with Ordinance 2003-030.
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24. FEDERAL AND ST ATE TAX. The County is exempt from payment of Florida State
Sales and Use Taxes. The County will sign an exemption certificate submitted by the
Contractor. The Contractor shall not be exempted from paying sales tax to its suppliers for
materials used to fulfill contractual obligations with the County, nor is the Contractor
authorized to use the County's Tax Exemption Number in securing such materials.
The Contractor shall be responsible for payment of its own and its share of its employees'
payroll, payroll taxes, and benefits with respect to this Contract.
25. AVAILABILITY OF FUNDS. The COUNTY's performance and obligation to pay
under this Contract is contingent upon an annual appropriation for its purpose by the Board
of County Commissioners.
26. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes
associated with the Work or portions thereof, which are applicable during the performance of
the Work.
27. NOTICES. All notices from the County to the Contractor shall be deemed duly
served if mailed or faxed to the Contractor at the following Address:
Avail Technologies, Inc
2026 Sandy Drive, State College, P A 16803
(814) 234-3394 Phone; (814) 234-3393 Fax
Dorsey Houtz, President; deh@availtec.com
All Notices from the Contractor to the County shall be deemed duly served if mailed or faxed
to the County to:
Collier County Government Center
Purchasing Department
3327 Tamiami Trail, East
Naples, Florida 34112
Attention: Steve Carnell, Purchasing/ GS Director
Telephone: 239-252-8371
Facsimile: 239-252-6584
The Contractor and the County may change the above mailing address at any time upon
giving the other party written notification. All notices under this Agreement must be in
writing.
28. NO PARTNERSHIP. Nothing herein contained shall create or be construed as
creating a partnership between the County and the Contractor or to constitute the Contractor
as an agent of the County.
29. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits
necessary for the prosecution of the Work shall be obtained by the Contractor. Payment for
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all such permits issued by the County shall be processed internally by the County. All non-
County permits necessary for the prosecution of the Work shall be procured and paid for by
the Contractor. The Contractor shall also be solely responsible for payment of any and all
taxes levied on the Contractor. In addition, the Contractor shall comply with all rules,
regulations and laws of Collier County, the State of Florida, or the U. S. Government now in
force or hereafter adopted. The Contractor agrees to comply with all laws governing the
responsibility of an employer with respect to persons employed by the Contractor.
30. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to
use in any manner whatsoever, County facilities for any improper, immoral or offensive
purpose, or for any purpose in violation of any federal, state, County or municipal ordinance,
rule, order or regulation, or of any governmental rule or regulation now in effect or hereafter
enacted or adopted. In the event of such violation by the Contractor or if the County or its
authorized representative shall deem any conduct on the part of the Contractor to be
objectionable or improper, the County shall have the right to suspend the contract of the
Contractor. Should the Contractor fail to correct any such violation, conduct, or practice to
the satisfaction of the County within twenty-four (24) hours after receiving notice of such
violation, conduct, or practice, such suspension to continue until the violation is cured. The
Contractor further agrees not to commence operation during the suspension period until the
violation has been corrected to the satisfaction of the County.
31. TERMINATION. Should the Contractor be found to have failed to perform his
services in a manner satisfactory to the County as per this Agreement, the County may
terminate said agreement for cause; further the County may terminate this Agreement for
convenience with a thirty (30) day written notice. The County shall be sole judge of non-
performance.
32. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination
as to race, sex, color, creed or national origin.
33. INSURANCE. The Contractor shall provide insurance as follows:
Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per
Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage
Liability. This shall include Premises and Operations; Independent Contractors;
Products and Completed Operations and Contractual Liability.
Business Auto Liability: Coverage shall have minimum limits of $500,000 Per
Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage
Liability. This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and
Employee Non-Ownership.
Workers' Compensation: Insurance covering all employees meeting Statutory Limits
in compliance with the applicable state and federal laws.
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The coverage must include Employers' Liability with a minimum limit of $500,000
for each accident.
Special Requirements: Collier County Government shall be listed as the
Certificate Holder and included as an Additional Insured on the Comprehensive
General Liability Policy.
Current, valid insurance policies meeting the requirement herein identified shall
be maintained by Contractor during the duration of this Agreement. Renewal
certificates shall be sent to the County ten (10) days prior to any expiration date.
There shall be a thirty (30) day notification to the County in the event of
cancellation or modification of any stipulated insurance coverage.
Contractor shall insure that all subcontractors comply with the same insurance
requirements that he is required to meet. The same Contractor shall provide
County with certificates of insurance meeting the required insurance provisions.
34. INDEMNIFICATION. To the maximum extent permitted by Florida law, the
Contractor shall indemnify and hold harmless Collier County, its officers and employees
from any and all liabilities, damages, losses and costs, including, but not limited to,
reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence,
recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or
utilized by the Contractor in the performance of this Agreement. This indemnification
obligation shall not be construed to negate, abridge or reduce any other rights or remedies
which otherwise may be available to an indemnified party or person described in this
paragraph.
This section does not pertain to any incident arising from the sole negligence of Collier
County.
35. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf
of the County by the Alternative Transportation Modes Department.
36. CONFLICT OF INTEREST: Contractor represents that it presently has no interest and
shall acquire no interest, either direct or indirect, which would conflict in any manner with
the performance of services required hereunder. Contractor further represents that no
persons having any such interest shall be employed to perform those services.
37. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the attached
component parts, all of which are as fully a part of the contract as if herein set out verbatim:
Exhibit A - Scope of Work as defined in RFP and included by reference, Attachment A _
Contractor's Pricing Negotiations Letter and attachments, Attachment B - Project Schedule
and Attachment C- Price Schedule, deliverables list, preliminary project schedule and
compliance matrix updates, Contractor's answers to questions, Contractor's Proposal, Exhibit
B - FTA Provisions, Exhibit C - Granting Agency Forms, Insurance Certificate, RFP #11-5650
Page 12 of 57
"Intelligent Transportation Systems (ITS) for Collier Area Transit (CAT) Programs and two
(2) Addenda.
38. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or
individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or
other item of value to any County employee, as set forth in Chapter 112, Part III, Florida
Statutes, Collier County Ethics Ordinance No. 2004-05, and County Administrative
Procedure 5311. Violation of this provision may result in one or more of the following
consequences: a. Prohibition by the individual, firm, and/ or any employee of the firm from
contact with County staff for a specified period of time; b. Prohibition by the individual
and/ or firm from doing business with the County for a specified period of time, including
but not limited to: submitting bids, RFP, and/ or quotes; and, c. immediate termination of any
contract held by the individual and/ or firm for cause.
39. IMMIGRATION LAW COMPLIANCE. By executing and entering into this
agreement, the Contractor is formally acknowledging without exception or stipulation that it
is fully responsible for complying with the provisions of the Immigration Reform and
Control Act of 1986 as located at 8 U.s.e. 1324, et seq. and regulations relating thereto, as
either may be amended. Failure by the Contractor to comply with the laws referenced herein
shall constitute a breach of this agreement and the County shall have the discretion to
unilaterally terminate this agreement immediately.
40. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County
encourages and agrees to the successful proposer extending the pricing, terms and conditions
of this solicitation or resultant contract to other governmental entities at the discretion of the
successful proposer.
41. AGREEMENT TERMS. If any portion of this Agreement is held to be void, invalid,
or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement
shall remain in effect.
42. ADDITIONAL ITEMS/SERVICES. Additional items and/ or services may be added
to this contract upon satisfactory negotiation of price by the Project Manager and Contractor.
43. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding
permitted by this Agreement to resolve disputes between the parties, the parties shall make a
good faith effort to resolve any such disputes by negotiation. The negotiation shall be
attended by representatives of Contractor with full decision-making authority and by
County's staff person who would make the presentation of any settlement reached during
negotiations to County for approval. Failing resolution, and prior to the commencement of
depositions in any litigation between the parties arising out of this Agreement, the parties
shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court
Mediator certified by the State of Florida. The mediation shall be attended by representatives
of Contractor with full decision-making authority and by County's staff person who would
make the presentation of any settlement reached at mediation to County's board for
Page 13 of 57
approval. Should either party fail to submit to mediation as required hereunder, the other
party may obtain a court order requiring mediation under section 44.102, Fla. Stat.
Any suit or action brought by either party to this Agreement against the other party relating
to or arising out of this Agreement must be brought in the appropriate federal or state courts
in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters.
44. KEY PERSONNEUPROTECT STAFFING: The Contractor's personnel and
management to be utilized for this project shall be knowledgeable in their areas of expertise.
The County reserves the right to perform investigations as may be deemed necessary to
insure that competent persons will be utilized in the performance of the contract. The
Contractor shall assign as many people as necessary to complete the project on a timely basis,
and each person assigned shall be available for an amount of time adequate to meet the dates
set forth in the Project Schedule. The Contractor shall not change Key Personnel unless the
following conditions are met: (1) Proposed replacements have substantially the same or
better qualifications and/ or experience. (2) that the County is notified in writing as far in
advance as possible. The Contractor shall make commercially reasonable efforts to notify
Collier County within seven (7) days of the change. The County retains final approval of
proposed replacement personnel.
IN WITNESS WHEREOF, the Contractor and the County, have each, respectively, by
an authorized person or agent, hereunder set their hands and seals on the date and year first
above written.
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By: ~W. ~
Fred W. Coyle, Chairman
Page 14 of 57
&~\Lt Aj~
First Witness
~QQ "" ~ . ~ cJ:co v J
tTypejprint witness namet
J4uI(l~ ~ r'0
Second Witness
C:Hl(1.. \. D\iCr)
tTypejprint witness namet
Avail Technologies, Inc.
Contractor
By:
~i~re
.::fetf.r'l P<;jvc... I lI.u Pru~ d- cr~),..'
Type signature and title
Page 15 of 57
Ava
TECHNOLOGIES, INC.
Attachment A
June 6, 2011
Rhonda Cummings, FCCN, CPPS
Procurement Strategist
Collier County Government
3327 Tamiami Trail East
Naples, FL 34112
RE: Documentation of negotiation meeting outcome, RFP #11-5650
Rhonda,
It was a pleasure speaking with you, Glama, and Michelle during our negotiation meeting on
Tuesday, May 17, 2011. Avail is pleased to say that our collaborative discussions were
extremely beneficial in understanding your needs and have allowed us to further increase the
value of our offering while decreasing overall price.
During the meeting and a follow-up phone call on Thursday, May 19, 2011, decisions were made
and agreed to regarding our final proposed solution. Avail is providing the following documents to
clearly document these agreements and our final offering and pricing:
1. This letter which summarizes the agreements and changes;
2. An updated Price Form to reflect the changes;
3. An updated Project Deliverables List to reflect the changes;
4. An updated Preliminary Project Schedule to reflect a start date contingent upon contract
approval at the June 28th Council Meeting;
5. An updated Compliance Matrix to reflect the changes;
Avail looks forward to working with you to finalize the remaining details of our contract.
Sincerely,
Rick Spangler
Vice President Customer Relations
Avail Technologies, Inc.
cc Michelle Arnold, Glama Carter
Attachments Updated Price Form, dated June 6, 2011
Updated Project Deliverables List, dated June 6, 2011
Updated Preliminary Project Schedule, dated June 6, 2011
Updated Compliance Matrix, dated June 6, 2011
Page 16 of 57
I. Pricing Changes
Avail has made the following changes to our proposed solution based on our discussions and
specific requests made by Collier:
./ Phase 1 includes all of the functionality you all stated you desired without sacrificing any
key capabilities or functionality, including many of the Phase 2 Real-Time Passenger
Information options, all with 2 years premium Warranty, Support & Hosting from Avail that
keeps things as easy as possible for the County's IT and Maintenance Departments;
./ Phase 2, and support includes overage out to 5 years with no gap in coverage, and simply
builds upon and expands the Real-Time Passenger Information capabilities of the system
in the most cost effective manner possible;
./ This approach will greatly enhance the public visibility and positive impact of this project to
the community you serve right out of the gate in Implementation Phase 1;
./ Structuring the project this way eliminates all of the costly and time consuming rework and
system down-time associated with removing key functions in Phase 1 (like A V A and APCs
for example) and then trying to add them back in Extended warranty Phase 2 ;
ITS Implementation - Summary Breakdown
Phase1 - commence August 2011 (based on contract approval at July 26th BCC Meeting)
· Base System minus agreed to capabilities (see details on next page)
· Real-Time Information Systems wI 1 Indoor LCD and 1 Outdoor LED Sign
· Web Services (real-time arrival/departure info and bus locations via internet and smart
phones)
· 2 years Premium Warranty, Support & Hosting on entire Phase 1 System
· TOTAL $1,109,947
Phase2 - commence October 2013 (estimated, funding is fiscal year 2014-2015)
· AvaillVR Lite (real-time arrival/departure info via any touch tone phone)
· Additional Passenger Information Signage wI ADA Audio - 3 years warranties
· Additional 3 Years Premium Warranty, Support & Hosting on entire Phase 1 & 2 System
· TOTAL $449,366
ITS Implementation - Detailed Breakdown
Page 17 of 57
Phase 1 - commence August 2011 (based on contract approval at July 26th Bee Meeting)
Base System wi 2 yrs Warranty, Support & Hosting
Remove Fi xed Route Sc hedul i ng Softwa re
Remove Supervisor la ptops
Remove Interface wi Voice Radios
Add RTIS Option - Prediction Software
Add RTIS Option - Central Control Software
Add RTIS Option - Indoor lCD (1)
Add RTIS Option - Outdoor lED (1)
Add RTIS Opti on - Spa re (1 set)
Add RTIS Option - Project Implementation
Add RTIS Option - 2 Year Warranty
Add Web Services Opti on - Server Softwa re
Add Web Services Option - Project Implementation
Add Web Services Option - 2 Year Warranty
TOTAL
$ 1,233,396
$ (154,130) Avail's DataPoint meets aI/ scheduling
needs except automated run cutting
$ (19,616) Laptops can be purchased on own more
cost effectively and you now have
Supervisor Lite
$ (33,505) Feature not a priority, can easily be added
la ter
$ 10,000
$ 11,482 This is the full software to aI/ow for future
expansion
$
$
$
$
$
$
8,172
5,255
2,809
17,353 We reduced to accountfor fewer signs
2,123 We reduced to accountfor fewer signs
10,000 Allows passengers to get real-time
arrival/departure info and bus locations
via internet and smart phones rightfrom
the County's website
$ 12,755
$ 3,853
$ 1,109,947
Phase2 - commence October 2013 (estimated, funding is fiscal year 2014-2015)
Year 3 Warranty, Support & Hosting $ 96,548 We reduced this from $115,841 to
maximize your Phase 2 funding
Year 4 Warranty, Support & Hosting $ 101,375 We reduced this from $121,633 to
maximize your Phase 2 funding
Year 5 Warrany, Support & Hosting $ 106,444 We reduced this from $127,715 to
maximize your Phase 2 funding
AvaillVR Lite (Fixed Route) wi 3 yrs warranty $ 60,000 Our simpler IVR option for fixed route
real-time arrival/departure info via any
touch tone phone
Signs wi 3 yrs warranty (budget for various signs) $ 85,000 This budget would allow you to add a
variable numberof new signs depending
on sign type, if you want ADA audio,
etc., and your final budget
TOTAL $ 449,366
Page 18 of 57
Proposal in Response to RFP issued by:
Collier County Board of Commissioners - RFP 11-5650
Revised June 6, 2011
5.1 CAT Deliverables
5.1.1
Documentation
· Project Schedule
· System Requirements Document
· System Design Document
· Vehicle Installation Manuals -1 per vehicle type, quantity of each
· OmniPoint System Administration Manual
· CommandPoint Dispatch User's Manual
· CommandPoint Replay User's Manual
· DataPoint User's Manual
· InfoPoint User's Manual
· TALE User's Manual
· VitalPoint User's Manual
· ControlPoint Vehicle User's Manual
1
1
1
1
1
1
1
1
1
1
1
1
5.1.2
Fixed End
5.1.2.1
Avail OmniPoint
· OmniPoint Application Servers - ** Will be hosted by Avail **
· Workstations - Windows 7, Dual 24" LCD Monitor
· Garage 802.11 WLAN POE Access Points, 1 main, 1 spare
· CAT5 Cabling (to connect WLAN POE Access Point to network, 300' Maximum)
· Bus-in-a-Box Driver Training Unit (to be populated with 1 set of spares)
· InfoPoint LCD Display -Indoor
o 40" LCD
o Standard sign mount Type 3 Bracket
o Internal Cellular Sierra Wireless Raven Modem wi Bullet Antenna
o
4
2
1
1
1
Submitted by:
Avail Technologies, Inc
Page 1
Avail
l'ICIl_.1NC.
Proposal in Response to RFP issued by:
Collier County Board of Commissioners - RFP 11-5650
Revised June 6, 2011
. InfoPoint LED Sign - Outdoor
0 Single-line, 3 inch characters, 20 characters per line 1
0 Standard sign mount Type 3 Bracket
0 Internal Cellular Sierra Wireless Raven Modem wj Bullet Antenna
. Sign Spare Parts Kits (A mixed kit for LCD and LED) 1
. OmniPoint - Database, Business Web, Data, and Comms services 1
. DataPoint - Site license 1
. CommandPoint GIS Replay 1
. CommandPoint TALE 1
. CommandPoint VRS 1
. CommandPoint WiNG 1
. OpenPoint WLAN 1
. VitalPoint 1
. InfoPoint Web Module 1
. InfoPoint Departure Estimator 1
. InfoPoint Sign Controller 1
. InfoPoint Google Transit Feed Export Module 1
. Supervisor Lite 1
. RouteMatch TS MDTjAVL Interface Module license, up to 20 vehicles 1
. Maplnfo Professional License 1
. Professional audio recordings for AVA and sign audio - EnglishjSpanish, female 1
. CommandPoint CADjAVL Dispatcher (4 workstations, 2 laptops, 1 extra) 7
. CommandPoint GIS Replay (4 workstations, 2 laptops, 1 extra) 7
. CommandPoint VRS 1
. CommandPoint TALE 1
. DataPoint - site license, intranet application Site
Submitted by:
Avail Technologies, Inc
Page 2
Avail
natNOl.OGlIS, IIlIC.
Proposal in Response to RFP issued by:
Collier County Board of Commissioners - RFP 11-5650
Revised June 6, 2011
5.1.3
In-Vehicle
. Interface Expansion Box (IEB) 25
. Vector 9000 with internal GPS, WLAN, cellular data modem, roof mount antenna 25
. Mackenzie DADS MB701 Annunciator with AGC microphone and memory card 25
. Sunrise 16-character Red LED Interior Sign 25
. Volume Control Plate 25
. InfoDev Automatic Passenger Count (APe) Controller 25
. InfoDev APC Front door overhead sensor 25
. InfoDev APC Rear door overhead sensor 25
. Farebox Interface cable 25
. Luminator firmware upgrade 25
. Dash mount covert alarm button 25
. Odometer interface 25
. Cabling harness 25
. Mount kit 25
. Installation 23
. Interface Expansion Box (IEB) 22
. Vector 9000 with internal GPS I WLAN, cellular data modem, roof mount antenna 22
. Navigation Assistance Software License 22
. Dash mount covert alarm button 22
. Odometer interface 22
. Cabling harness 22
. Mount kit 22
. Installation 20
Submitted by:
Avail Technologies, Inc
Page 3
AvaH
IICHNOI.OGII$, ...c.
Attachment B
II. Payment Milestones
Avail and Collier agree to revise Avail's proposed project payment milestones as follows:
1. Removed 10% from Factory Acceptance Test
2. Add 5% to System Acceptance Test Approval
3. Add 5% to 30 Day Operational Test Approval
The following is the revised project payment milestone schedule with corrected % payments:
Milestone Description
III. 1 Requirements Review Approval
2 Design Review Approval
3 Factory Acceptance Test
4 Central System Installation Complete
5 Paratransit Pilot Test Complete
6 Fixed Route Pilot Test Complete
7 Paratransit Bus Equipment Delivery
8 Fixed Route Bus Equipment Delivery
9 Paratransit Installations Complete
10 Fixed Route Installations Complete
11 System Acceptance Test Approval
12 30 Day Operational Test Approval
Pricing Hold on Extended Warranty and Options
% of Contract Payment
5%
10%
10%
5%
10%
10%
5%
10%
5%
5%
15%
10%
Avail agrees to hold extended warranty pricing for years 3 through 5 as well as option pricing as
listed in the revised price form dated June 6, 2011, until October 2013.
IV. Attachments
The following files are attached and were revised as noted to reflect the changes agreed to by
Avail and Collier during negotiations:
1. Updated Price Form - removed and reordered items to reflect the new project phasing for
Implementation (phase 1) and extended warranties (phase 2)
2. Updated Project Deliverables list - removed and reordered items to reflect the new project
phasing for Implementation (phase 1) and extended warranties (phase 2)
3. Updated Preliminary Project Schedule - updated to reflect a new project start date contingent
upon contract approval at the June 28th Council Meeting;
4. Updated Compliance Matrix - updated to reflect the changes in project scope, specifically
(changes are highlighted in yellow for convenience): a. Removal of Fixed Route Scheduling
Software and substitution of DataPoint; b. Removal of Supervisor Laptops and substitution of
Supervisor lite; c. Removal of Voice Radio Interface;
Page 19 of 56
Attachment C
See Price List attached
Page 20 of 57
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EXHIBIT B
FEDERAL TRANSIT ADMINISTRATION
FEDERAL GRANTCOMPLIANCE REQUIREMENTS FOR CFDA 20.507/20.500
Box is Checked
If Applicable A.I - Federallv Required and Other Model Contract Clauses
~ 1, Fly America Requirements
~ 2, Buy America Requirements - Sil!n Certification
o 3, Charter Bus and School Bus Requirements
~ 4, Cargo Preference Requirements
o 5. Seismic Safety Requirements
~ 6. Energy Conservation Requirements
~ 7, Clean Water Requirements
o 8. Bus Testing - Sil!n Certification
o 9. Pre-Award and Post Delivery Audit Requirements - Sil!n Certification
~ 10, Lobbying - Sil!n Certification
~ 11. Access to Records and Reports
~ 12, Federal Changes
~ 13, Bonding Requirements
~ 14. Clean Air
~ 15, Recycled Products
o 16, Davis-Bacon and Copeland Anti-Kickback Acts
~ 17, Contract Work Hours and Safety Standards Act
18. [Reserved)
~ 19, No Government Obligation to Third Parties
~ 20, Program Fraud and False or Fraudulent Statements and Related Acts
~ 21, Termination
~ 22, Government-wide Debarment and Suspension - Sil!n Exhibit P
~ 23. Privacy Act
~ 24, Civil Rights Requirements
~ 25, Breaches and Dispute Resolution
o 26, Patent and Rights in Data
o 27. Transit Employee Protective Agreements
~ 28, Disadvantaged Business Enterprises (DBE) (TWO FORMS)
Anticipated DBE Form and Bidders List
029, [Reserved)
~ 30, Incorporation of Federal Transit Administration (FT A) Terms
o 31, Drug and Alcohol Testing
~ 32, ADA Access
~ 33, ITS Standards
~ 34, ARRA
~ Certificates requiring signature must be completed and submitted at time of bid submittal to be
considered for award.
The services performed by the awarded Contractor shall be in compliance with all applicable FTA
regulations/requirements, and additional requirements specified in this document. It shall be the awarded Contractor's
responsibility to acquire and utilize the necessary manuals and guidelines that apply to the work required to complete
this project.
Page 27 of 57
I. FLY AMERICA REQUIREMENTS
49 D.S.Co ~ 40118
41 CFR Part 301-10
Applicability to Contracts
The Fly America requirements apply to the trtlmportation o(persons or propcr~v, by air, between a place in tlte U.S. and
II place outside tlte U.S., or between places outside the U,S" when the FT A will participate in the costs of such air
transportation, Transportation on a foreign air carrier is permissible when provided by a foreign air carrier under a code
share agreement when the ticket identifies the U.S, air carrier's designator code and flight number, Transportation by a
foreign air carrier is also permissible if there is a bilateral or multilateral air transportation agreement to which the U,S,
Government and a foreign government are parties and which the Federal DOT has detennined meets the requirements of
the Fly America Act.
Flow Down Requirements
The Fly America requirements flow down from FT A recIpIents and subrecipients to first tier Contractors, who are
responsible for ensuring that lower tier Contractors and subContractors are in compliance,
Flv America Requirements
The Contractor agrees to comply with 49 U,S,c. 40118 (the "Fly America" Act) in accordance with the General Services
Administration's regulations at 4 I CFR Part 30 I -10, which provide that recipients and subrecipients of Federal funds and
their Contractors are required to use U.S, Flag air carriers for U,S Government-financed international air travel and
transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier
is a matter of necessity, as defined by the Fly America Act. The Contractor shall submit, if a foreign air carrier was used,
an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available
or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly
America requirements, The Contractor agrees to include the requirements of this section in all subcontracts that may
involve international air transportation.
2. BUY AMERICA REQUIREMENTS
49 U.S.C. 5323(j)
49 CFR Part 661
Applicabilitv to Contracts: The Buy America requirements apply to the following types of contracts: Construction
Contracts and Acquisition of (/oods or Rolling ,""tock (milled at more than $/()(),{)IJIJ).
Flow Down: The Buy America requirements flow down from FT A recipients and subrecipients to first tier Contractors,
who are responsible for ensuring that lower tier Contractors and subContractors are in compliance, The $100,000 threshold
applies only to the grantee contract, subcontract.\' under that amount are subject to Buy ,4merica,
Buy America - The Contractor agrees to comply with 49 U,S,c. 53230) and 49 C.F,R, Part 661, which provide that
Federal funds may not be obligated unless steel, iron, and manufactured products used in FT A-funded projects are
produced in the United States, unless a waiver has been granted by FT A or the product is subject to a general waiver.
General waivers are listed in 49 C,F,R, 661.7, and include final assembly in the United States for 15 passenger vans and 15
passenger wagons produced by Chrysler Corporation, and microcomputer equipment and software, Separate requirements
for rolling stock are set out at 49 U,S,c. 5323(j)(2)(C) and 49 C.F,R, 661, 11. Rolling stock must be assembled in the United
States and have a 60 percent domestic content.
A bidder or (![!i>ror mllst submit to the FT/I redpicnt the tlppropria1c BllY America certification (below) with all bhf\' or
(4]'er... 011 FTA:!imded (,olltra('ts, except those subject to a general waiver, Bids or offers that are not accompanied by a
completed Buy America certification must be rejected as nonresponsive. This requirement does not apply to lower tier
subContractors,
Page 28 of 57
o Certification requirement for procurement of steel, iron, or manufactured products.
Certificate of Compliance with 49 USe. 5323(j)(1) The bidder or offeror hereby certifies that it will
meet the requirements of 49 U,S.c. 5323U)( I) and the applicable regulations in 49 C.F,R, Part 661.5,
Date
Signature
Company Name
Title
Certificate of Non-Compliance with 49 USe. 5323(j)(J)
The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U,S,c. 5323U)(l)
and 49 C.F,R, 661.5, but it may qualify for an exception pursuant to 49 U.S,C, 5323(j)(2)(A),
5323(j)(2)(B), or 5323(j)(2)(D), and 49 C,F,R, 661.7,
Date
Signature
Company Name
Title
o Certification requirement for procurement of buses, other rolling stock and associated equipment.
Certificate of Compliance with 49 USe. 5323 (j)(2)(C), The bidder or otferor hereby certifies that it will
comply with the requirements of 49 U .s.C, 5323(j)(2)(C) and the regulations at 49 C.F,R, Part 661.11.
Date
Signature
Company Name
Title
Certificate of Non-Compliance with 49 USe. 5323(j)(2)(C) The bidder or offeror hereby certifies that it
cannot comply with the requirements of 49 U,S,C, 5323(j)(2)(C) and 49 C,F.R, 661.11, but may qualify
for an exception pursuant to 49 U,S.C. 5323(j)(2)(A), 5323U)(2)(B), or 5323(j)(2)(D), and 49 CFR 661,7,
Date
Signature
Company Name
Title
3. CHARTER BUS REQUIREMENTS
49 U.S.c. 5323(d)
49 CFR Part 604
Applicabilitv to Contracts: The Charter Bus requirements apply to the following type of contract: Operational5;erl'ice
COl11mcts,
Flow Down Requirements: The Charter Bus requirements flow down from FT A recipients and subrecipients to first tier
service Contractors,
Charter Service Operations - The Contractor agrees to comply with 49 U,S,c. 5323(d) and 49 CFR Part 604, which
provides that recipients and subrecipients of FT A assistance are prohibited from providing charter service using federally
funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except
under one of the exceptions at 49 CFR 604,9. Any charter service provided under one of the exceptions must be
"incidental," i.e., it must not interfere with or detract from the provision of mass transportation,
Page 29 of 57
3. SCHOOL BUS REQUIREMENTS
49 U.S.c. 5323(F)
49 CFR Part 605
Applicability to Contracts: The ScllOol Bm' requirements apply to the following type of contract: Operatiolllll Sen'ice
COli tract...
Flow Down Requirements: The School Bus requirements flow down from FT A recipients and subrecipients to first tier
service Contractors.
School Bus Operations - Pursuant to 69 U,S,c. 5323(f) and 49 CFR Part 605, recipients and subrecipients of FT A
assistance may not engage in school bus operations exclusively for the transportation of students and school personnel in
competition with private school bus operators unless qualified under specified exemptions, When operating exclusive
school bus service under an allowable exemption, recipients and subrecipients may not use federally funded equipment,
vehicles, or facilities,
4. CARGO PREFERENCE REQUIREMENTS
46 U.S.c. 1241
46 CFR Part 381
Applicability to Contracts: The Cargo Preference requirements apply to all contracts involving equipmellt, material.... or
commodities wltich mllY be transported hy ocea!l l'e.uef'l'.
Flow Down: The Cargo Preference requirements apply to all subcontracts when the subcontract may be involved with the
transport of equipment, material, or commodities by ocean vessel.
Cargo Preference - Use of United States-Flag Vessels - The Contractor agrees: a, to use privately owned United States-
Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry
cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying
contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels; b, !Q
furnish within 20 working days following the date of loading for shipments originating within the United States or within
30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated,
"on-board" commercial ocean bill-of -lading in English for each shipment of cargo described in the preceding paragraph to
the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to
the FT A recipient (through the Contractor in the case of a subContractor's bilI-of-lading,) c, to include these requirements in
all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment. material. or
commodities by ocean vessel.
5. SEISMIC SAFETY REQUIREMENTS
42 U.S.c. 7701 et seq. 49
CFR Part 41
Applicability to Contracts: The Seismic .S'afety requirements apply only to contracts for the construction (~t' new
buildings or ((lIl1ilions to existing buildings.
Flow Down: The Seismic Safety requirements flow down from FT A recipients and subrecipients to first tier Contractors to
assure compliance, with the applicable building standards for Seismic Safety, including the work performed by all
subContractors,
Seismic Safety - The Contractor agrees that any new building or addition to an existing building will be designed and
constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety
Regulations 49 CFR Part 41 and will certify to compliance to the extent required by the regulation, The Contractor also
agrees to ensure that all work performed under this contract including work performed by a subContractor is in compliance
with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project.
Page 30 of 57
6. ENERGY CONSERVATION REQUIREMENTS
42 D.S.C. 6321 et seq.
49 CFR Part 18
Applicability to Contracts: The Eller~y Conservation reqllirememv llre llpplicahle to all contracts.
Flow Down: The Energy Conservation requirements extend to all third party Contractors and their contracts at every tier
and subrecipients and their subagreements at every tier.
Energy Conservation - The Contractor agrees to comply with mandatory standards and policies relating to energy
efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and
Conservation Act.
7. CLEAN WATER REQUIREMENTS
33 U.S.c. 1251
Applicability to Contracts: The Clean Water requirements apply to each contmct andmbcolltract which exceed.s
S I ()(J.OOO.
Flow Down: The Clean Water requirements flow down to FT A recipients and subrecipients at every tier,
Clean Water - (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~, The Contractor agrees to report each
violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to
assure notification to FT A and the appropriate EP A Regional Office,
(2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or
in part with Federal assistance provided by FT A,
8. BUS TESTING
49 U.S.c. 5323(c)
49 CFR Part 665
Applicability to Contracts: The Bus Testing requirements pertain only to the acquisition of R()lIill~ Stock/Turnliey.
Flow Down: The Bus Testing requirements should not flow down, except to the turnkey Contractor as stated in Master
Agreement.
Bus Testing - The Contractor [Manufacturer] agrees to comply with 49 U.S,c. A 5323(c) and FTA's implementing
regulation at 49 CFR Part 665 and shall perform the following:
1) A manufacturer of a new bus model or a bus produced with a major change in components or configuration shall
provide a copy of the final test report to the recipient at a point in the procurement process specified by the recipient which
will be prior to the recipient's final acceptance of the first vehicle,
2) A manufacturer who releases a report under paragraph 1 above shall provide notice to the operator of the testing facility
that the report is available to the public.
3) If the manufacturer represents that the vehicle was previously tested, the vehicle being sold should have the identical
configuration and major components as the vehicle in the test report, which must be provided to the recipient prior to
recipient's final acceptance of the first vehicle, If the configuration or components are not identical, the manufacturer shall
provide a description of the change and the manufacturer's basis for concluding that it is not a major change requiring
additional testing,
4) If the manufacturer represents that the vehicle is "grandfathered" (has been used in mass transit service in the United
States before October I, 1988, and is currently being produced without a major change in configuration or components), the
manufacturer shall provide the name and address of the recipient of such a vehicle and the details of that vehicle's
configuration and major components.
Page 31 of 57
o CERTIFICATION OF COMPLIANCE WITH FTA'S BUS TESTING REQUIREMENTS
The undersigned [Contractor/Manufacturer] certifies that the vehicle offered in this procurement complies
with 49 U.S.C, A 5323(c) and FTA's implementing regulation at 49 CFR Part 665,
The undersigned understands that misrepresenting the testing status of a vehicle acquired with Federal
financial assistance may subject the undersigned to civil penalties as outlined in the Department of
Transportation's regulation on Program Fraud Civil Remedies, 49 CFR Part 31, In addition, the
undersigned understands that FT A may suspend or debar a manufacturer under the procedures in 49 CFR
Part 29,
Date
Signature
Company Name
Title
9. PRE-AWARD AND POST DELIVERY AUDITS REQUIREMENTS
49 U.S.c. 5323
49 CFR Part 663
Applicabilitv to Contracts: These requirements apply only to the acquisition (~lRollin!: .'lfockITlIl'I1key.
Flow Down: These requirements should not flow down, except to the turnkey Contractor as stated in Master Agreement.
Model Clause/Lane:uae:e: Clause and language therein are merely suggested, 49 C,F,R. Part 663 does not contain specific
language to be included in third party contracts but does contain requirements applicable to subrecipients and third party
Contractors.
· Buy America certification is mandated under FTA regulation, "Pre-Award and Post-Delivery Audits (~l Rolling
Stock Purchases," 49 C.F.R. 663,13,
· "B uy America Requirements--Surface Transportation Assistance Act of 1982, as amended,"
· 49 C.F,R. 661.12, but has been modified to include FTA's Buy America requirements codified at 49 U,S.c. A
5323(j),
Pre-A ward and Post-Delivery Audit Requirements - The Contractor agrees to comply with 49 u.s.c, 9 5323(1) and
FT A's implementing regulation at 49 C.F,R. Part 663 and to submit the following certifications:
(I) Buy America Requirements: The Contractor shall complete and submit a declaration certifYing either compliance or
noncompliance with Buy America, If the Bidder/Offeror certifies compliance with Buy America, it shall submit
documentation which lists 1) component and subcomponent parts of the rolling stock to be purchased identified by
manufacturer of the parts, their country of origin and costs; and 2) the location of the final assembly point for the rolling
stock, including a description of the activities that will take place at the final assembly point and the cost of final assembly,
(2) Solicitation Specification Requirements: The Contractor shall submit evidence that it will be capable of meeting the bid
specifications,
(3) Federal Motor Vehicle Safety Standards (FMVSS): The Contractor shall submit I) manufacturer's FMVSS self-
certification sticker information that the vehicle complies with relevant FMVSS or 2) manufacturer's certified statement
that the contracted buses will not be subject to FMVSS regulations,
o BUY AMERICA CERTIFICATE OF COMPLIANCE WITH FT A REQUIREMENTS
FOR BUSES, OTHER ROLLING STOCK, OR ASSOCIATED EQUIPMENT
Page 32 of 57
(To be submitted with a bid or offer exceeding the small purchase threshold for Federal assistance programs, currently
set at $100,000.)
Certificate of Compliance
The bidder hereby certifies that it will comply with the requirements of 49 U,S.c. Section 5323(j)(2)(C),
Section 165(b )(3) ofthe Surface Transportation Assistance Act of 1982, as amended, and the regulations
of 49 C,F,R, 661.11:
Date
Signature
Company Name
Title
Certificate of Non-Compliance
The bidder hereby certifies that it cannot comply with the requirements of 49 U,S,c. Section
5323(j)(2)(C) and Section 165(b )(3) of the Surface Transportation Assistance Act of 1982, as amended,
but may qualify for an exception to the requirements consistent with 49 U,S,c. Sections 5323(j)(2)(B) or
(j)(2)(D), Sections 165(b )(2) or (b )(4) of the Surface Transportation Assistance Act, as amended, and
regulations in 49 C.F.R, 66] .7,
Date
Signature
Company Name
Title
10. LOBBYING
31 D.S.C. 1352
49 CFR Part 19
49 CFR Part 20
Applicabilitv to Contracts: The Lobbying requirements apply to Constructioll11rchitectural (/nd
Engineerillg/1cquisition of Rolling Stock/ pf(~reSSionlll Sen';ce Contract/Operational Serl'ice Contract/Turnkey
contracts.
Flow Down: The Lobbying requirements mandate the maximum flow down, pursuant to Byrd Anti-Lobbying
Amendment, 31 U.S,c. 9 1352(b)(5) and 49 C,F.R, Part 19, Appendix A, Section 7.
Byrd Anti-Lobbying Amendment, 31 D.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65
[to be codified at 2 D.S.C. ~ 1601, et seq.) - Contractors who apply or bid for an award of$IOO,OOO or more shall file the
certification required by 49 CFR part 20, "New Restrictions on Lobbying," Each tier certifies to the tier above that it will
not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to
influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of
a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U,S.c.
1352, Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made
lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31
U,S.c. 1352, Such disclosures are forwarded from tier to tier up to the recipient.
o Certification for Contracts, Grants, Loans, and Cooperative Agreements
APPENDIX A, 49 CFR PART 20--CERTIFICA TION REGARDING LOBBYING
(To be submitted with each bid or offer exceeding $100,000)
The undersigned
her knowledge and belief, that:
( Contractor) certifies, to the best of his or
Page 33 of 57
(I) 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
making lobbying contacts to 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 [as amended by "Government
wide Guidance for New Restrictions on Lobbying," 61 Fed, Reg. 1413 (1/19/96), Note: Language in
paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of
1995 (P.L. 104-65, to be codified at 2 U,S,c. 1601, et seq.)]
(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 subrecipients shall certity 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 31, U,S,C, 9 1352 (as amended by the Lobbying Disclosure Act
of 1995), 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,
Note: Pursuant to 31 u,s,c. 9 I 352(c)(I)-(2)(A), any person who makes a prohibited expenditure or fails
to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less
than $10,000 and not more than $100,000 for each such expenditure or 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 001 U,S.C, A 3801, et seq., apply to this certification and disclosure, ifany.
Signature of Contractor's Authorized Official
Name and Title of Contractor's Authorized Official
Date
11. ACCESS TO RECORDS AND REPORTS
49 D.S.C. 5325
18 CFR 18.36 (i)
49 CFR 633.17
Applicability to Contracts: Reference Chart "Requirements for Access to Records and Reports by Type of Contracts"
Flow Down: FT A does /lot require the illclu.\1ol1 olfhese requirements ill subcontracts.
Access to Records - The following access to records requirements apply to this Contract:
I, Where the Purchaser is not a State but a local government and is the FT A Recipient or a sub grantee of the FT A
Recipient in accordance with 49 C.F,R, 18,36(i), the Contractor agrees to provide the Purchaser, the FT A Administrator,
the Comptroller General of the United States or any of their authorized representatives access to any books, documents,
papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits,
examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F,R, 633,17 to provide the FT A
Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and
Page 34 of 57
construction sites pertaining to a major capital project, defined at 49 U.s.C. 5302(a) I, which is receiving federal financial
assistance through the programs described at 49 U,S.c. 5307, 5309 or 5311,
2, Where the Purchaser is a State and is the FT A Recipient or a subgrantee of the FT A Recipient in accordance with 49
C.F,R. 633.17, Contractor agrees to provide the Purchaser, the FT A Administrator or his authorized representatives,
including any PMO Contractor, access to the Contractor's records and construction sites pertaining to a major capital
project, defined at 49 U,S,C, 5302(a) I, which is receiving federal financial assistance through the programs described at 49
U,S,C, 5307, 5309 or 5311. By definition, a major cupi/al project exclf{de.~ COl1fracf.\ oj less thall the simplified
acquisitio/1 th reslioltl Cf{ rrellt~)' .\et at S J 00, ()f)(j.
3, Where the Purchaser enters into a negotiated contract for other than a small purchase or under the simplified acquisition
threshold and is an institution of higher education, a hospital or other non-profit organization and is the FT A Recipient or a
subgrantee of the FTA Recipient in accordance with 49 C,F.R, ]9.48, Contractor agrees to provide the Purchaser, FTA
Administrator, the Comptroller General of the United States or any of their duly authorized representatives with access to
any books, documents, papers and record of the Contractor which are directly pertinent to this contract for the purposes of
making audits, examinations, excerpts and transcriptions,
4, Where any Purchaser which is the FT A Recipient or a subgrantee of the FT A Recipient in accordance with 49 U,S,c.
5325(a) enters into a contract for a capital project or improvement (defined at 49 U,S,c. 5302(a)l) through other than
competitive bidding, the Contractor shall make available records related to the contract to the Purchaser, the Secretary of
Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of
conducting an audit and inspection.
5. 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,
6, The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of
not less than three years after the date of termination or expiration of this contract, except in the event of litigation or
settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until
the Purchaser, the FT A Administrator, the Comptroller General, or any of their duly authorized representatives, have
disposed of all such litigation, appeals, claims or exceptions related thereto, Reference 49 CFR 18,39(i)(1 ]),
Operational Turnkey Construction Architectural Acquisition Professional
Contract Service Engineering of Rolling Services
Characteristics Contract Stock
I State Grantees
None Those None None None None
a, Contracts below imposed on
SA T ($100,000) state pass
b. Contracts above N one unless] thru to Yes, if non- None unless None None
$100.000/Capital non- Contractor competitive non- unless unless non-
Projects competitive award or if competi- non- competi-
award funded thru2 tive award competi- tive award
5307/5309/5 tive award
31 I
II Non State
Grantees Those
Yes3 imposed on Yes Yes Yes Yes
a. Contracts below non-state
SA T ($100,000) Yes3 Grantee Yes Yes Yes Yes
b. Contracts above pass thru to
$] OO,OOO/Capital
Projects Contractor
J
Requirements for Access to Records and Reports by Types of Contract
Sources of Authonty, 49 USC 5325 (a) 49 CFR 633,] 7 18 CFR ] 8,36 (1)
Page 35 of 57
12. FEDERAL CHANGES
49 CFR Part 18
Applicability to Contracts: The Federal Changes requirement applies to all contracts,
Flow Down: The Federal Changes requirement flows down appropriately to each applicable changed requirement.
Federal Changes - Contractor shall at all times comply with all applicable FT A regulations, policies, procedures and
directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and
FT A, as they may be amended or promulgated from time to time during the term ofthis contract. Contractor's failure to so
comply shall constitute a material breach of this contract.
13. BONDING REQUIREMENTS
A Bid will not be considered or accepted unless at the time of Bid filing the same shall be accompanied by a cashiers check,
a cash bond posted with the County Clerk, a certified check payable to Owner on some bank or trust company located in
the State of Florida insured by the Federal Deposit Insurance Corporation, or Bid Bond, in an amount not less than 5% of
the bidder's maximum possible award (base bid plus all add alternates) (collectively referred to herein as the "Bid
Deposit"). The Bid Deposit shall be retained by Owner as liquidated damages if the Successful Bidder fails to execute and
deliver to Owner the unaltered Agreement, or fails to deliver the required Performance and Payment Bonds or Certificates
of Insurance, all within ten (IO) calendar days after receipt of the Notice of A ward, Bid Bonds shall be executed by a
corporate surety licensed under the laws of the State of Florida to execute such bonds, with conditions that the surety will,
upon demand, forthwith make payment to Owner upon said bond, Bid Deposits of the three (3) lowest Bidders shall be held
until the Agreement has been executed by the Successful Bidder and same has been delivered to Owner together with the
required bonds and insurance, after which all three (3) Bid Deposits shall be returned to the respective Bidders. All other
Bid Deposits shall be released within ten (10) working days of the Bid Opening, No Bid including alternates, shall be
withdrawn within one hundred and twenty (120) days after the public opening thereof. Ifa Bid is not accepted within said
time period it shall be deemed rejected and the Bid Deposit shall be returned to Bidder. In the event that the Owner awards
the contract prior to the expiration of the 120 day period without selecting any or all alternates, the Owner shall retain the
right to subsequently award to the Successful Bidder said alternates at a later time but no later than 120 days from opening,
unless otherwise agreed by the Purchasing Director and the Successful Bidder.
Flow Down: Bonding requirements flow down to the first tier Contractors,
Bid Bond Requirements (Construction)
(a) Bid Security
A Bid Bond must be issued by a fully qualified surety company acceptable to (Recipient) and listed as a company currently
authorized under 31 CFR, Part 223 as possessing a Certificate of Authority as described thereunder.
(b) Rights Reserved
In submitting this Bid, it is understood and agreed by bidder that the right is reserved by (Recipient) to reject any and all
bids, or part of any bid, and it is agreed that the Bid may not be withdrawn for a period of [ninety (90)] days subsequent to
the opening of bids, without the written consent of (Recipient),
It is also understood and agreed that if the undersigned bidder should withdraw any part or all of his bid within [ninety (90)]
days after the bid opening without the written consent of (Recipient), shall refuse or be unable to enter into this Contract, as
provided above, or refuse or be unable to furnish adequate and acceptable Performance Bonds and Labor and Material
Payments Bonds, as provided above, or refuse or be unable to furnish adequate and acceptable insurance, as provided
above, he shall forfeit his bid security to the extent of (Recipient's) damages occasioned by such withdrawal, or refusal, or
inability to enter into an agreement, or provide adequate security therefor,
It is further understood and agreed that to the extent the defaulting bidder's Bid Bond, Certified Check, Cashier's Check,
Treasurer's Check, and/or Official Bank Check (excluding any income generated thereby which has been retained by
(Recipient) as provided in [Item x "Bid Security" of the Instructions to Bidders]) shall prove inadequate to fully
recompense (Recipient) for the damages occasioned by default, then the undersigned bidder agrees to indemnify
(Recipient) and pay over to (Recipient) the difference between the bid security and (Recipient's) total damages, so as to
make (Recipient) whole,
Page 36 of 57
The undersigned understands that any material alteration of any of the above or any of the material contained on this form,
other than that requested, will render the bid unresponsive,
Performance and Payment Bonding Requirements (Construction)
A Contractor or vendor shall provide a surety bond from a surety company to guarantee full and faithful performance of a
contract obligation and the payment of labor and material expended pursuant to a contract whenever, and in such amounts,
as required by statute or otherwise as deemed necessary by the Purchasing Director, An irrevocable letter of credit from a
financial institution operating within the State of Florida (or other alternative forms of surety as permitted under Florida
law) may be sufficient in place of the performance bond if so provided for in the bid and contract documents, All such
bonds or letters of credit shall be approved as to form by the County Attorney,
A. Contractor shall provide Performance and Payment Bonds in the amount of 100% of the Contract Amount, the
costs of which are to be paid by Contractor, The Performance and Payment Bonds shall be underwritten by a surety
authorized to do business in the State of Florida and otherwise acceptable to Owner; provided, however, the surety shall
meet the requirements of the Department of the Treasury Fiscal Service, "Companies Holding Certificates of Authority as
Acceptable Sureties on Federal Bonds and as Acceptable Reinsurance Companies" circular, This circular may be accessed
via the web at www.fms.treas.gov/c570/c570.html#certified. Should the Contract Amount be less than $500,000, the
requirements of Section 287,0935, F,S, shall govern the rating and classification of the surety,
B. If the surety for any bond furnished by Contractor is declared bankrupt, becomes insolvent, its right to do business
is terminated in the State of Florida, or it ceases to meet the requirements imposed by the Contract Documents, the
Contractor shall, within five (5) calendar days thereafter, substitute at its cost and expense another bond and surety, both of
which shall be subject to the Owner's approval.
Advance Payment Bonding Requirements
The Contractor may be required to obtain an advance payment bond if the contract contains an advance payment provision
and a performance bond is not furnished, The (recipient) shall determine the amount of the advance payment bond
necessary to protect the (Recipient),
Patent Infringement Bonding Requirements (Patent Indemnity)
The Contractor may be required to obtain a patent indemnity bond if a performance bond is not furnished and the financial
responsibility of the Contractor is unknown or doubtful. The (recipient) shall determine the amount of the patent indemnity
to protect the (Recipient),
Warranty of the Work and Maintenance Bonds
1, The Contractor warrants to (Recipient), the Architect and/or Engineer that all materials and equipment furnished under
this Contract will be of highest quality and new unless otherwise specified by (Recipient), free from faults and defects and
in conformance with the Contract Documents, All work not so conforming to these standards shall be considered defective,
If required by the [Project Manager], the Contractor shall furnish satisfactory evidence as to the kind and quality of
materials and equipment.
2. The Work furnished must be of first quality and the workmanship must be the best obtainable in the various trades, The
Work must be of safe, substantial and durable construction in all respects, The Contractor hereby guarantees the Work
against defective materials or faulty workmanship for a minimum period of one (1) year after Final Payment by (Recipient)
and shall replace or repair any defective materials or equipment or faulty workmanship during the period of the guarantee at
no cost to (Recipient), As additional security for these guarantees, the Contractor shall, prior to the release of Final
Payment [as provided in Item X below], furnish separate Maintenance (or Guarantee) Bonds in form acceptable to
(Recipient) written by the same corporate surety that provides the Performance Bond and Labor and Material Payment
Bond for this Contract. These bonds shall secure the Contractor's obligation to replace or repair defective materials and
faulty workmanship for a minimum period of one (1) year after Final Payment and shall be written in an amount equal to
one hundred percent (100%) of the CONTRACT SUM, as adjusted (if at all),
14. CLEAN AIR
Page 37 of 57
42 U.S.c. 7606 et seq
40 CFR 15.61
49 CFR Part 18
Applicabilitv to Contracts: The Clean Air requirements apply to all contract.'! exceeding:;; WO.(J(J(}, including indefinite
quantities where the amount is expected to exceed $] 00,000 in any year.
Flow Down: The Clean Air requirements flow down to all subcontracts which exceed $100,000,
Clean Air - (]) 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. SS 7401 ~~, The Contractor agrees to report each violation to the Purchaser and
understands and agrees that the
Purchaser will, in turn, report each violation as required to assure notification to FT A and the appropriate EP A Regiona]
Office.
(2) The Contractor aiso agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or
in part with Federal assistance provided by FT A,
15. RECYCLED PRODUCTS
42 U.S.c. 6962
40 CFR Part 247
Executive Order 12873
Applicabilitv to Contracts: The Recycled Products requirements apply to /1/1 COl1trll('(S .fiJI' items desiguated by the EP.4.
Idler. the purchaser or Coutractor procures 510,()(}(j or more o{ olle (~r these items during the fiscal year, or has
pmcured S IO,{)(}(J or more (~r such items in the previous fiscal year, using Federal funds. New requirements for
"recovered materia]s" will become effective May ], ] 996, These new regulations apply to all procurement actions
involving items designated by the EP A, where the procuring agency purchases $10,000 or more of one of these items in a
fiscal year, or when the cost of such items purchased during the previous fiscal year was $10,000,
Flow Down: These requirements flow down to all to all Contractor and subContractor tiers,
Recovered Materia]s - The Contractor agrees to comply with all the requirements of Section 6002 of the Resource
Conservation and Recovery Act (RCRA), as amended (42 U,S,C, 6962), including but not limited to the regulatory
provisions of 40 CFR Part 247, and Executive Order ]2873, as they apply to the procurement of the items designated in
Subpart B of 40 CFR Part 247,
16. DAVIS-BACON AND COPELAND ANTI-KICKBACK ACTS
Back2:round and Application
The Davis-Bacon and Copeland Acts are codified at 40 USC 3141, et seq. and 18 USC 874. The Acts apply to grantee
constructioll contracts lIud .mhcolltracts that "at leasl partfv are financed hy a loun or grunt from the Federal
Government," 40 USC 3145(a), 29 CFR 5.2(h), 49 CFR ] 8.36(i)(5), The Acts apply to any construction contract over
$2,000, 40 USC 3]42(a), 40 USC 3145, 29 CFR 5,5(a), 'Construction,' for purposes of the Acts, includes "actual
construction, alteration and/or repair, including painting and decorating," 29 CFR 5,5(a), The requirements of both Acts
are incorporated into a single clause (see 29 CFR 3.] 1) enumerated at 29 CFR 5,5(a) and reproduced below,
Clause Lan2:ua2:e
Davis-Bacon and Copeland Anti-Kickback Acts
(I) Minimum wages - (i) All laborers and mechanics employed or working upon the site of the work (or under the United
States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), will be
paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account
(except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act
(29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of
payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is
Page 38 of 57
attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between
the Contractor and such laborers and mechanics,
Contributions made or costs reasonably anticipated for bona fide fringe benefits under section I (b )(2) of the Davis-Bacon
Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions
of paragraph (1 )(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but
not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be
constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate
wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to
skill, except as provided in 29 CFR Part 5,5(a)(4), Laborers or mechanics performing work in more than one classification
may be compensated at the rate specified for each classification for the time actually worked therein: Provided, That the
employer's payroll records accurately set forth the time spent in each classification in which work is performed, The wage
determination (including any additional classifications and wage rates conformed under paragraph (I )(ii) of this section)
and the Davis-Bacon poster (WH-132I) shall be posted at all times by the Contractor and its subContractors at the site of
the work in a prominent and accessible place where it can be easily seen by the workers.
(ii)(A) The contracting officer shall require that any class of laborers or mechanics, including helpers, which is not listed in
the wage determination and which is to be employed under the contract shall be classified in conformance with the wage
determination, The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore
only when the following criteria have been met:
(I) Except with respect to helpers as defined as 29 CFR 5,2(n)(4), the work to be performed by the classification requested
is not performed by a classification in the wage determination; and
(2) The classification is utilized in the area by the construction industry; and
(3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates
contained in the wage determination; and
(4) With respect to helpers as defined in 29 CFR 5.2(n)(4), such a classification prevails in the area in which the work is
performed.
(B) If the Contractor and the laborers and mechanics to be employed in the classification (if known), or their
representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for
fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator
of the Wage and Hour Division, Employment Standards Administration, V,S, Department of Labor, Washington, DC
20210, The Administrator, or an authorized representative, will approve, modify, or disapprove every additional
classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer
within the 30-day period that additional time is necessary,
(C) In the event the Contractor, the laborers or mechanics to be employed in the classification or their representatives, and
the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for
fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested
parties and the recommendation of the contracting officer, to the Administrator for detennination. The Administrator, or an
authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will
notify the contracting officer within the 30-day period that additional time is necessary,
(D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(I)(ii) (B) or (C) of
this section, shall be paid to all workers performing work in the classification under this contract from the first day on
which work is performed in the classification,
(iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe
benefit which is not expressed as an hourly rate, the Contractor shall either pay the benefit as stated in the wage
detennination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof.
(iv) If the Contractor does not make payments to a trustee or other third person, the Contractor may consider as part of the
wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits
under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the Contractor, that
Page 39 of 57
the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the Contractor to set
aside in a separate account assets for the meeting of obligations under the plan or program,
(v)(A) The contracting officer shall require that any class of laborers or mechanics which is not listed in the wage
determination and which is to be employed under the contract shall be classified in conformance with the wage
determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefor
only when the following criteria have been met:
(1) The work to be performed by the classification requested is not performed by a classification in the wage determination;
and
(2) The classification is utilized in the area by the construction industry; and
(3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates
contained in the wage determination,
(B) If the Contractor and the laborers and mechanics to be employed in the classification (if known), or their
representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for
fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator
of the Wage and Hour Division, Employment Standards Administration, Washington, DC 20210. The Administrator, or an
authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of
receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional
time is necessary.
(C) In the event the Contractor, the laborers or mechanics to be employed in the classification or their representatives, and
the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for
fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested
parties and the recommendation of the contracting officer, to the Administrator for determination, The Administrator, or an
authorized representative, will issue a determination with 30 days of receipt and so advise the contracting officer or will
notify the contracting officer within the 30-day period that additional time is necessary.
(D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(v) (B) or (C) of
this section, shall be paid to all workers performing work in the classification under this contract from the first day on
which work is performed in the classification,
(2) Withholding - Collier County shall upon its own action or upon written request of an authorized representative of the
Department of Labor withhold or cause to be withheld from the Contractor under this contract or any other Federal contract
with the same prime Contractor, or any other federally-assisted contract subject to Davis-Bacon prevailing wage
requirements, which is held by the same prime Contractor, so much of the accrued payments or advances as may be
considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the
Contractor or any subContractor the full amount of wages required by the contract. In the event of failure to pay any
laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work (or under the
United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), all
or part of the wages required by the contract, the Collier County may, after written notice to the Contractor, sponsor,
applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or
guarantee of funds until such violations have ceased,
(3) Payrolls and basic records - (i) Payrolls and basic records relating thereto shall be maintained by the Contractor during
the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site
of the work (or under the United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or
development of the project). Such records shall contain the name, address, and social security number of each such worker,
his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona
fide fringe benefits or cash equivalents thereof of the types described in section 1 (b )(2)(B) of the Davis-Bacon Act), daily
and weekly number of hours worked, deductions made and actual wages paid, Whenever the Secretary of Labor has found
under 29 CFR 5,5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably
anticipated in providing benefits under a plan or program described in section l(b)(2)(B) of the Davis-Bacon Act, the
Contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or
program is financially responsible, and that the plan or program has been communicated in writing to the laborers or
mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits,
Page 40 of 57
Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration
of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the
ratios and wage rates prescribed in the applicable programs.
(ii)(A) The Contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to
Collier County for transmission to the Federal Transit Administration, The payrolls submitted shall set out accurately and
completely all of the information required to be maintained under section 5,5(a)(3)(i) of Regulations, 29 CFR part 5, This
information may be submitted in any form desired, Optional Form WH-347 is available for this purpose and may be
purchased from the Superintendent of Documents (Federal Stock Number 029-005-000 I 4-1), U,S, Government Printing
Office, Washington, DC 20402, The prime Contractor is responsible for the submission of copies of payrolls by all
subContractors,
(B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the Contractor or
subContractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall
certify the following:
(I) That the payroll for the payroll period contains the information required to be maintained under section 5,5(a)(3)(i) of
Regulations, 29 CFR part 5 and that such information is correct and complete;
(2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the
payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no
deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set
forth in Regulations, 29 CFR part 3;
(3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash
equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the
contract.
(C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347
shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (a)(3)(ii)(B) of this
section,
(D) The falsification of any of the above certifications may subject the Contractor or subContractor to civil or criminal
prosecution under section 100 I of title 18 and section 23 I of title 3 I of the United States Code,
(iii) The Contractor or subContractor shall make the records required under paragraph (a)(3)(i) of this section available for
inspection, copying, or transcription by authorized representatives of the Federal Transit Administration or the Department
of Labor, and shall permit such representatives to interview employees during working hours on the job. If the Contractor
or subContractor fails to submit the required records or to make them available, the Federal agency may, after written
notice to the Contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any
further payment, advance, or guarantee of funds, Furthermore, failure to submit the required records upon request or to
make such records available may be grounds for debarment action pursuant to 29 CFR 5,12,
(4) Apprentices and trainees - (i) Apprentices - Apprentices will be permitted to work at less than the predetermined rate
for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship
program registered with the U.S, Department of Labor, Employment and Training Administration, Bureau of
Apprenticeship and Training, or with a State Apprenticeship Agency recognized by the Bureau, or if a person is employed
in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not
individually registered in the program, but who has been certified by the Bureau of Apprenticeship and Training or a State
Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice, The allowable
ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to
the Contractor as to the entire work force under the registered program, Any worker listed on a payroll at an apprentice
wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate
on the wage determination for the classification of work actually performed, In addition, any apprentice performing work
on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage
rate on the wage determination for the work actually performed, Where a Contractor is performing construction on a
project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of
the journeyman's hourly rate) specified in the Contractor's or subContractor's registered program shall be observed, Every
appreI1tice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress,
Page 41 of 57
expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination, Apprentices shall
be paid fringe benefits in accordance with the provisions of the apprenticeship program, If the apprenticeship program does
not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for
the applicable classification. If the Administrator of the Wage and Hour Division of the D,S, Department of Labor
determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance
with that detennination, In the event the Bureau of Apprenticeship and Training, or a State Apprenticeship Agency
recognized by the Bureau, withdraws approval of an apprenticeship program, the Contractor will no longer be permitted to
utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is
approved,
(ii) Trainees - Except as provided in 29 CFR 5,16, trainees will not be permitted to work at less than the predetermined rate
for the work performed unless they are employed pursuant to and individually registered in a program which has received
prior approval, evidenced by formal certification by the U,S. Department of Labor, Employment and Training
Administration, The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan
approved by the Employment and Training Administration, Every trainee must be paid at not less than the rate specified in
the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified
in the applicable wage determination, Trainees shall be paid fringe benefits in accordance with the provisions of the trainee
program, If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits
listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an
apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which
provides for Jess than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not
registered and participating in a training plan approved by the Employment and Training Administration shall be paid not
less than the applicable wage rate on the wage determination for the classification of work actually performed, In addition,
any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not
less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment
and Training Administration withdraws approval of a training program, the Contractor will no longer be permitted to utilize
trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved,
(iii) Equal employment opportunity - The utilization of apprentices, trainees and journeymen under this part shall be in
conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR part
30,
(5) Compliance with Copeland Act requirements - The Contractor shall comply with the requirements of29 CFR part 3,
which are incorporated by reference in this contract.
(6) Subcontracts - The Contractor or subContractor shall insert in any subcontracts the clauses contained in 29 CFR
5 ,5 (a)(1 ) through (10) and such other clauses as the Federal Transit Administration may by appropriate instructions require,
and also a clause requiring the subContractors to include these clauses in any lower tier subcontracts, The prime Contractor
shall be responsible for the compliance by any subContractor or lower tier subContractor with all the contract clauses in 29
CFR 5,5.
(7) Contract termination: debarment - A breach of the contract clauses in 29 CFR 5,5 may be grounds for termination of
the contract, and for debarment as a Contractor and a subContractor as provided in 29 CFR 5,12.
(8) Compliance with Davis-Bacon and Related Act requirements - All rulings and interpretations of the Davis-Bacon
and Related Acts contained in 29 CFR parts 1,3, and 5 are herein incorporated by reference in this contract.
(9) Disputes concerning labor standards - Disputes arising out of the labor standards provisions of this contract shall not
be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures
of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include
disputes between the Contractor (or any of its subContractors) and the contracting agency, the D.S, Department of Labor, or
the employees or their representatives,
(10) Certification of eligibility - (i) By entering into this contract, the Contractor certifies that neither it (nor he or she) nor
any person or firm who has an interest in the Contractor's firm is a person or firm ineligible to be awarded Government
contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5,12(a)(1),
(ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by
virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5,12(a)(I),
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(iii) The penalty for making false statements is prescribed in the U,S, Criminal Code, 18 U,S,C, 1001.
17. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT
Backl!:round and Application
The Contract Work Hours and Safety Standards Act is codified at 40 USC 3701, et seq, The Act applies to grantee
contracts and subcontracts "financed at least in part by loans or grants from ,., the [Federal] Government." 40 USC
370 I (b)(1)(B)(iii) and (b)(2), 29 CFR 5.2(h), 49 CFR 18,36(i)(6). Although the original Act required its application in any
construction contract over $2,000 or non-construction contract to which the Act applied over $2,500 (and language to
that effect is still found in 49 CFR 18.36(i)(6)), the Act no longer applies to allY "contmct in UIl amoul1t that is not
gremer than $lf)O,(}()()," 40 USC 3701(b)(3) (A)(iii),
711e Act applies to constructioll contracts and, in very limited circumstances, non-collstructioll pro;ects that employ
"lahorers or mechanics Oil 11 puhlic work." These non-construction applications do not generally apply to transit
procurements because transit procurements (to include rail cars and buses) are deemed "commercial items," 40 USC 3707,
41 USC 403 (12). A grantee that contemplates entering into a contract to procure a developmental or unique item should
consult counsel to determine if the Act applies to that procurement and that additional language required by 29 CFR 5,5(c)
must be added to the basic clause below, The clause language is drawn directly from 29 CFR 5.5(b) and any deviation
from the model clause below should be coordinated with counsel to ensure the Act's requirements are satisfied,
Clause Lanl!:ual!:e
Contract Work Hours and Safety Standards
(1) Overtime requirements - No Contractor or subContractor contracting for any part of the contract work which may
require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any
workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such
laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours
worked in excess of forty hours in such workweek.
(2) Violation; liability for unpaid wages; liquidated damages - In the event of any violation of the clause set forth in
paragraph (1) of this section the Contractor and any subContractor responsible therefore shall be liable for the unpaid
wages, In addition, such Contractor and subContractor shall be liable to the United States for liquidated damages. Such
liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards,
employed in violation of the clause set forth in paragraph (1) of this section, in the sum of $10 for each calendar day on
which such individual was required or permitted to work in excess of the standard workweek of forty hours without
payment of the overtime wages required by the clause set forth in paragraph (I) of this section,
(3) Withholding for unpaid wages and liquidated damages - XCollier County shall upon its own action or upon written
request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys
payable on account of work performed by the Contractor or subContractor under any such contract or any other Federal
contract with the same prime Contractor, or any other federally-assisted contract subject to the Contract Work Hours and
Safety Standards Act, which is held by the same prime Contractor, such sums as may be determined to be necessary to
satisfy any liabilities of such Contractor or subContractor for unpaid wages and liquidated damages as provided in the
clause set forth in paragraph (2) of this section,
(4) Subcontracts - The Contractor or subContractor shall insert in any subcontracts the clauses set forth in paragraphs (I)
through (4) of this section and also a clause requiring the subContractors to include these clauses in any lower tier
subcontracts, The prime Contractor shall be responsible for compliance by any subContractor or lower tier subContractor
with the clauses set forth in paragraphs (1) through (4) of this section,
18. r RESERVED 1
19. NO GOVERNMENT OBLIGATION TO THIRD PARTIES
Page 43 of 57
Applicabilitv to Contracts: Applicable to all cOlltracts,
Flow Down: Not required by statute or regulation for either primary Contractors or subContractors, this concept should
flow down to all levels to clarify, to all parties to the contract, that the Federal Government does not have contractual
liability to third parties, absent specific written consent.
No Obligation by the Federal Government.
(I) The Purchaser and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal
Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the
Federal Government, the Federal Government is not a party to this contract and shall not be subject to any obligations or
liabilities to the Purchaser, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter
resulting from the underlying contract.
(2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal
assistance provided by FT A, It is further agreed that the clause shall not be modified, except to identify the subContractor
who will be subject to its provisions,
20. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS
AND RELATED ACTS
31 U.S.c. 3801 et seq.
49 CFR Part 31 18 U.S.c. 1001
49 U.S.c. 5307
Applicability to Contracts: These requirements are applicable to all contract\'.
Flow Down: These requirements flow down to Contractors and subContractors who make, present, or submit covered
claims and statements,
Program Fraud and False or Fraudulent Statements or Related Acts.
(I) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31
u,s,c. 9 3801 ~~, and U,S, DOT regulations, "Program Fraud Civil Remedies," 49 C.F,R. Part 31, apply to its actions
pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and
accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or
the FT A assisted project for which this contract work is being performed, In addition to other penalties that may be
applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent
claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the
Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate.
(2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim,
statement, submission, or certification to the Federal Government under a contract connected with a project that is financed
in whole or in part with Federal assistance originally awarded by FT A under the authority of 49 U,S.c. 9 5307, the
Government reserves the right to impose the penalties of 18 U,S.C, 9 1001 and 49 U,S,C, 9 5307(n)(I) on the Contractor, to
the extent the Federal Government deems appropriate,
(3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal
assistance provided by FT A. It is further agreed that the clauses shall not be modified, except to identify the subContractor
who will be subject to the provisions,
21. TERMINA nON
49 U.S.c. Part 18
FTA Circular 4220.1F
Applicabilitv to Contracts: All COl/tracts (witlt the exceptioll of contracts with nonprojit organizlltio/1S ([nd ;'ISti!ut;OIlS
of higher education,) in excess of $/ fJ,OOO shall contain suitable provisions for termination by the grantee including the
Page 44 of 57
manner by which it will be effected and the basis for settlement. (For cOfltmcts wit" ltol1prr~fit orgllflizutions /llltl
institutions ofhiglrer education tire threshold il' SJ(JO,f)(}{).) In addition, such contracts shall describe conditions under
which the contract may be terminated for default as well as conditions where the contract may be tenninated because of
circumstances beyond the control of the Contractor,
Flow Down: The termination requirements flow down to all contracts in excess of$IO,OOO, with the exception of contracts
with nonprofit organizations and institutions of higher learning.
a. Termination for Convenience (General Provision) The (Recipient) may terminate this contract, in whole or in part, at
any time by written notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its
costs, including contract close-out costs, and profit on work performed up to the time of termination, The Contractor shall
promptly submit its termination claim to (Recipient) to be paid the Contractor, If the Contractor has any property in its
possession belonging to the (Recipient), the Contractor will account for the same, and dispose of it in the manner the
(Recipient) directs,
b. Termination for Default [Breach or Cause] (General Provision) If the Contractor does not deliver supplies in
accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the
manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the
(Recipient) may terminate this contract for default. Termination shall be effected by serving a notice of termination on the
Contractor setting forth the manner in which the Contractor is in default. The Contractor will only be paid the contract
price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in
the contract.
If it is later determined by the (Recipient) that the Contractor had an excusable reason for not performing, such as a strike,
fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the (Recipient), after setting up a
new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination
for convenience,
c. Opportunity to Cure (General Provision) The (Recipient) in its sole discretion may, in the case of a termination for
breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. In such case, the
notice of termination will state the time period in which cure is permitted and other appropriate conditions
If Contractor fails to remedy to (Recipient)'s satisfaction the breach or default of any of the terms, covenants, or conditions
of this Contract within [ten (10) days] after receipt by Contractor of written notice from (Recipient) setting forth the nature
of said breach or default, (Recipient) shall have the right to terminate the Contract without any further obligation to
Contractor. Any such termination for default shall not in any way operate to preclude (Recipient) from also pursuing all
available remedies against Contractor and its sureties for said breach or default,
d. Waiver of Remedies for any Breach In the event that (Recipient) elects to waive its remedies for any breach by
Contractor of any covenant, term or condition of this Contract, such waiver by (Recipient) shall not limit (Recipient)'s
remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract.
e. Termination for Convenience (Professional or Transit Service Contracts) The (Recipient), by written notice, may
terminate this contract, in whole or in part, when it is in the Government's interest. If this contract is terminated, the
Recipient shall be liable only for payment under the payment provisions of this contract for services rendered before the
effective date of termination,
f. Termination for Default (Supplies and Service) If the Contractor fails to deliver supplies or to perform the services
within the time specified in this contract or any extension or if the Contractor fails to comply with any other provisions of
this contract, the (Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the
Contractor a Notice of Termination specifYing the nature of the default. The Contractor will only be paid the contract price
for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this
contract.
If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the
rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the
Recipient.
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g. Termination for Default (Transportation Services) If the Contractor fails to pick up the commodities or to perform
the services, including delivery services, within the time specified in this contract or any extension or if the Contractor fails
to comply with any other provisions of this contract, the (Recipient) may terminate this contract for default. The
(Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default. The
Contractor will only be paid the contract price for services performed in accordance with the manner of performance set
forth in this contract.
If this contract is terminated while the Contractor has possession of Recipient goods, the Contractor shall, upon direction of
the (Recipient), protect and preserve the goods until surrendered to the Recipient or its agent. The Contractor and
(Recipient) shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be
resolved under the Dispute clause.
If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the
rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the
(Recipient).
h. Termination for Default (Construction) If the Contractor refuses or fails to prosecute the work or any separable part,
with the diligence that will insure its completion within the time specified in this contract or any extension or fails to
complete the work within this time, or if the Contractor fails to comply with any other provisions of this contract, the
(Recipient) may terminate this contract for default. The (Recipient) shall terminate by delivering to the Contractor a Notice
of Termination specifying the nature of the default. In this event, the Recipient may take over the work and compete it by
contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary
for completing the work. The Contractor and its sureties shall be liable for any damage to the Recipient resulting from the
Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed
with the work is terminated. This liability includes any increased costs incurred by the Recipient in completing the work.
The Contractor's right to proceed shall not be terminated nor the Contractor charged with damages under this clause if-
I. The delay in completing the work arises from unforeseeable causes beyond the control and without the fault or
negligence of the Contractor. Examples of such causes include: acts of God, acts of the Recipient, acts of another
Contractor in the performance of a contract with the Recipient, epidemics, quarantine restrictions, strikes, freight
embargoes; and
2. The Contractor, within [10] days from the beginning of any delay, notifies the (Recipient) in writing of the causes of
delay. If in the judgment of the (Recipient), the delay is excusable, the time for completing the work shall be extended.
The judgment of the (Recipient) shall be final and conclusive on the parties, but subject to appeal under the Disputes
clauses.
If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the
delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the
convenience of the Recipient.
i. Termination for Convenience or Default (Architect and Engineering) The (Recipient) may terminate this contract in
whole or in part, for the Recipient's convenience or because of the failure of the Contractor to fulfill the contract
obligations. The (Recipient) shall terminate by delivering to the Contractor a Notice of Termination specifying the nature,
extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall (I) immediately discontinue
all services affected (unless the notice directs otherwise), and (2) deliver to the Contracting Officer all data, drawings,
specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract,
whether completed or in process.
If the termination is for the convenience of the Recipient, the Contracting Officer shall make an equitable adjustment in the
contract price but shall allow no anticipated profit on unperformed services.
If the termination is for failure of the Contractor to fulfill the contract obligations, the Recipient may complete the work by
contact or otherwise and the Contractor shall be liable for any additional cost incurred by the Recipient.
Page 46 of 57
If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the
rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the
Recipient.
j. Termination for Convenience of Default (Cost-Type Contracts) The (Recipient) may terminate this contract, or any
portion of it, by serving a notice or termination on the Contractor. The notice shall state whether the termination is for
convenience of the (Recipient) or for the default of the Contractor. If the termination is for default, the notice shall state the
manner in which the Contractor has failed to perform the requirements of the contract. The Contractor shall account for
any property in its possession paid for from funds received from the (Recipient), or property supplied to the Contractor by
the (Recipient). If the termination is for default, the (Recipient) may fix the fee, if the contract provides for a fee, to be paid
the Contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall
promptly submit its termination claim to the (Recipient) and the parties shall negotiate the termination settlement to be paid
the Contractor.
If the termination is for the convenience of the (Recipient), the Contractor shall be paid its contract close-out costs, and a
fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination.
If, after serving a notice of termination for default, the (Recipient) determines that the Contractor has an excusable reason
for not performing, such as strike, fire, flood, events which are not the fault of and are beyond the control of the Contractor,
the (Recipient), aftcr setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as
a termination for convenience.
22. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION
(NONPROCUREMENT)
Backl!round and Applicabilitv
In conjunction with the Office of Management and Budget and other affected Federal agencies, DOT published an update
to 49 CFR Part 29 on November 26, 2003. This government-wide regulation implements Executive Order 12549,
Debarment and Suspension, Executive Order 12689, Debarment and Suspension, and 3 I U.S.c. 6101 note (Section 2455,
Public Law 103-355, 108 Stat. 3327).
The provisions of Part 29 apply to all grantee ('(II/tracts and Slfhconlracls at (lny level expected to equal or exceed $25,000
as well as (lilY contract (II' subcoutract (at (lny level) for Federa/~F rellLlired (luditing services. 49 CFR 29.220(b). This
represents a change from prior practice in that the dollar threshold for application of these rules has been lowered from
$100,000 to $25,000. These are contracts and subcontracts referred to in the regulation as "covered transactions."
Grantees, Contractors, and subContractors (at any level) that enter into covered transactions are required to verify that the
entity (as well as its principals and affiliates) they propose to contract or subcontract with is not excluded or disqualified.
They do this by (a) Checking the Excluded Parties List System, (b) Collecting a certification from that person, or (c)
Adding a clause or condition to the contract or subcontract. This represents a change from prior practice in that
certification is still acceptable but is no longer required. 49 CFR 29.300.
Grantees, Contractors, and subContractors who enter into covered transactions also must rcquire the entities they contract
with to comply with 49 CFR 29, subpart C and include this requirement in their own subsequent covered transactions (i.e.,
the requirement flows down to subcontracts at all levels).
Suspension and Debarment
This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the Contractor is required to verify that
none of the Contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are
excluded or disqualified as defined at 49 CFR 29.940 and 29.945.
The Contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49
CFR 29, Subpart C in any lower tier covered transaction it enters into.
By signing and submitting its bid or proposal, the bidder or proposer certifies as follows:
The certification in this clause is a material representation of fact relied upon by
If it is later determined that the bidder or proposer knowingly rendered
Page 47 of 57
an erroneous certification, in addition to remedies available to , the Federal Government
may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer
agrees to comply with the requirements of 49 CFR 29, 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.
23. PRIVACY ACT
5 U.S.c. 552
Applicabilitv to Contracts: When a grantee maintains files on drug and alcohol enforcement activities for FT A, and those
files are organized so that information could be retrieved by personal identifier, the Privacy Act requirements tlpp~V to all
contracts.
Flow Down: The Federal Privacy Act requirements flow down to each third party Contractor and their contracts at every
tier.
Contracts Involving Federal Privacy Act Requirements - The following requirements apply to the Contractor and its
employees that administer any system of records on behalf of the Federal Government under any contract:
(1) The Contractor agrees to comply with, and assures the compliance of its employees with, the information restrictions
and other applicable requirements of the Privacy Act of 1974,
5 U.S.e. S 552a. Among other things, the Contractor agrees to obtain the express consent of the Federal Government
before the Contractor or its employees operate a system of records on behalf of the Federal Government. The Contractor
understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act,
apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination
of the underlying contract.
(2) The Contractor also agrees to include these requirements in each subcontract to administer any system of records on
behalf of the Federal Government financed in whole or in part with Federal assistance provided by FT A.
24. CIVIL RIGHTS REQUIREMENTS
29 U.S.c. ~ 623, 42 U.S.c. ~ 2000
42 U.S.c. ~ 6102, 42 U.S.c. ~ 12112
42 U.S.c. ~ 12132,49 U.S.c. ~ 5332
29 CFR Part 1630, 41 CFR Parts 60 et seq.
Applicabilitv to Contracts: The Civil Rights Requirements apply to all cOlltract\'.
Flow Down: The Civil Rights requirements flow down to all third party Contractors and their contracts at every tier.
Civil Rights - The following requirements apply to the underlying contract:
(1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. S 2000d, section 303 of
the Age Discrimination Act of 1975, as amended, 42 U.S.C. S 6102, section 202 of the Americans with Disabilities Act of
1990, 42 U.s.e. S 12132, and Federal transit law at 49 U.S.C. S 5332, the Contractor agrees that it will not discriminate
against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In
addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing
requirements FT A may issue.
(2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying
contract:
(a) Race, Color. Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C.
S 2000e, and Federal transit laws at 49 U.S.C. S 5332, the Contractor agrees to comply with all applicable equal
employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract
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Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 ~ ~., (which
implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375,
"Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 U.S.e. S 2000e note), and with any
applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction
activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants
are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin,
sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer,
recruitment or recruitment advertising, layoff or termination; rates of payor other forms of compensation; and selection for
training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FT A
may Issue.
(b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.c. S S
623 and Federal transit law at 49 U.S.e. S 5332, the Contractor agrees to refrain from discrimination against present and
prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements
FT A may issue.
(c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. S 12112,
the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission,
"Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630,
pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing
requirements FT A may issue.
(3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal
assistance provided by FT A, modified only if necessary to identify the affected parties.
25. BREACHES AND DISPUTE RESOLUTION
49 CFR Part 18
FT A Circular 4220.1 F
Applicability to Contracts: All contracts ill excess (If s/()O,()()(} shall contain provisions or conditions which will allow
for administrative, contractual, or legal remedies in instances where Contractors violate or breach contract terms, and
provide for such sanctions and penalties as may be appropriate. This may include provisions for bonding, penalties for late
or inadequate performance, retained earnings, liquidated damages or other appropriate measures.
Flow Down: The Breaches and Dispute Resolutions requirements flow down to all tiers.
Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be
decided in writing by the authorized representative of (Recipient)'s [title of employee]. This decision shall be final and
conclusive unless within [ten (10)] days from the date ofreceipt of its copy, the Contractor mails or otherwise furnishes a
written appeal to the [title of employee]. In connection with any such appeal, the Contractor shall be afforded an
opportunity to be heard and to offer evidence in support of its position. The decision of the [title of employee] shall be
binding upon the Contractor and the Contractor shall abide be the decision.
Performance During Dispute - Unless otherwise directed by (Recipient), Contractor shall continue performance under
this Contract while matters in dispute are being resolved.
Claims for Damages - Should either party to the Contract suffer injury or damage to person or property because of any act
or omission of the party or of any of his employees, agents or others for whose acts he is legally liable, a claim for damages
therefor shall be made in writing to such other party within a reasonable time after the first observance of such injury of
damage.
Remedies - Unless this contract provides otherwise, all claims, counterclaims, disputes and other matters in question
between the (Recipient) and the Contractor arising out of or relating to this agreement or its breach will be decided by
arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State in which the (Recipient) is
located.
Rights and Remedies - The duties and obligations imposed by the Contract Documents end the rights and remedies
available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise
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imposed or available by law. No action or failure to act by the (Recipient), (Architect) or Contractor shall constitute a
waiver of any right or duty afforded any of them under the Contract, nor shall any such action or failure to act constitute an
approval of or acquiescence in any breach thereunder, except as may be specifically agreed in writing.
26. PATENT AND RIGHTS IN DATA
37 CFR Part 401
49 CFR Parts 18 and 19
Applicability to Contracts: Patent and rights in data requirements for federally assisted projects ONL Y IIpply to research
prr~iect.5 in which FT A finances the purpose of the grant is to finance the development of a product or information. These
patent and data rights requirements do not apply to capital projects or operating projects, even though a small portion of the
sales price may cover the cost of product development or writing the user's manual.
Flow Down: The Patent and Rights in Data requirements apply to all Contractors and their contracts at every tier.
CONTRAC15; rvnn VI,\,(; EXPERI/HENIAL, DEI 'E'L(JPilfENIAL, OR RESE1RCII WORK
A. Rights in Data - This following requirement applies to each contract involving experimental, developmental or
research work:
(I) The tenn "subject data" used in this clause means recorded information, whether or not copyrighted, that is delivered or
specified to be delivered under the contract. The term includes graphic or pictorial delineation in media such as drawings
or photographs; text in specifications or related perfonnance or design-type documents; machine forms such as punched
cards, magnetic tape, or computer memory printouts; and information retained in computer memory. Examples include, but
are not limited to: computer software, engineering drawings and associated lists, specifications, standards, process sheets,
manuals, technical reports, catalog item identifications, and related information. The term "subject data" does not include
financial reports, cost analyses, and similar information incidental to contract administration.
(2) The following restrictions apply to all subject data first produced in the performance of the contract to which this
Attachment has been added:
(a) Except for its own internal use, the Purchaser or Contractor may not publish or reproduce subject data in whole or in
part, or in any lTlanner or form, nor may the Purchaser or Contractor authorize others to do so, without the written consent
of the Federal Government, until such time as the Federal Government may have either released or approved the release of
such data to the public; this restriction on publication, however, does not apply to any contract with an academic institution.
(b) In accordance with 49 e.F.R. S 18.34 and 49 C.F.R. S 19.36, the Federal Government reserves a royalty-free, non-
exclu3ive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for "Federal
Government purposes," any subject data or copyright described in subsections (2)(b)l and (2)(b)~ of this clause below. As
used in the previous sentence, "for Federal Government purposes," means use only for the direct purposes of the Federal
Government. Without the copyright owner's consent, the Federal Government may not extend its Federal license to any
other party.
I. Any subject data developed under that contract, whether or not a copyright has been obtained; and
2. Any rights of copyright purchased by the Purchaser or Contractor using Federal assistance in whole or in part provided
by FT A.
(c) When FT A awards Federal assistance for experimental, developmental, or research work, it is FT A's general intention to
increase transportation knowledge available to the public, rather than to restrict the benefits resulting from the work to
participants in that work. Therefore, unless FT A determines otherwise, the Purchaser and the Contractor performing
experimental, developmental, or research work required by the underlying contract to which this Attachment is added
agrees to permit FT A to make available to the public, either FT A's license in the copyright to any subject data developed in
the course of that contract, or a copy of the subject data first produced under the contract for which a copyright has not been
obtained. If the experimental, developmental, or research work, which is the subject of the underlying contract, is not
completed for any reason whatsoever, all data developed under that contract shall become subject data as defined in
subsection (a) of this clause and shall be delivered as the Federal Government may direct. This subsection (c) , however,
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does not apply to adaptations of automatic data processing equipment or programs for the Purchaser or Contractor's use
whose costs are financed in whole or in part with Federal assistance provided by FT A for transportation capital projects.
(d) Unlcss prohibited by state law, upon request by the Federal Government, the Purchaser and the Contractor agree to
indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of
their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by
the Purchaser or Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation,
reproduction, delivery, use, or disposition of any data furnished under that contract. Neither the Purchaser nor the
Contractor shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of
any employee, official, or agents of the Federal Government.
(e) Nothing contained in this clause on rights in data shall imply a license to the Federal Government under any patent or be
construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent.
(f) Data developed by the Purchaser or Contractor and financed entirely without using Federal assistance provided by the
Federal Government that has been incorporated into work required by the underlying contract to which this Attachment has
been added is exempt from the requirements of subsections (b ), (c), and (d) of this clause, provided that the Purchaser or
Contractor identifies that data in writing at the time of delivery of the contract work.
(g) Unless FT A determines otherwise, the Contractor agrees to include these requirements in each subcontract for
experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FT A.
(3) Unless the Federal Government later makes a contrary determination in writing, ilTespective of the Contractor's status
(i&." a large business, small business, state government or state instrumentality, local government, nonprofit organization,
institution of higher education, individual, etc.), the Purchaser and the Contractor agree to take the necessary actions to
provide, through FT A, those rights in that invention due the Federal Government as described in
U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business
Firms Under Government Grants, Contracts and Cooperative Agreements," 37 e.F.R. Part 401.
(4) The Contractor also agrees to include these requirements in each subcontract for experimental, developmental, or
research work financed in whole or in part with Federal assistance provided by FT A.
B. Patent Rights - The following requirements apply to each contract involving experimental, developmental, or research
work:
(1) General - If any invention, improvement, or discovery is conceived or first actually reduced to practice in the course of
or under the contract to which this Attachment has been added, and that invention, improvement, or discovery is patentable
under the laws of the United States of America or any foreign country, the Purchaser and Contractor agree to take actions
necessary to provide immediate notice and a detailed report to the party at a higher tier until FT A is ultimately notified.
(2) Unless the Federal Government later makes a contrary determination in writing, irrespective of the Contractor's status (a
large business, small business, state government or state instrumentality, local government, nonprofit organization,
institution of higher education, individual), the Purchaser and the Contractor agree to take the necessary actions to provide,
through FT A, those rights in that invention due the Federal Government as described in U.S. Department of Commerce
regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants,
Contracts and Cooperative Agreements," 37 e.F.R. Part 401.
(3) The Contractor also agrees to include the requirements of this clause in each subcontract for experimental,
developmental, or research work financed in whole or in part with Federal assistance provided by FTA.
27. TRANSIT EMPLOYEE PROTECTIVE AGREEMENTS
49 U.S.c. ~ 5310, ~ 5311, and ~ 5333
29 CFR Part 215
Applicability to Contracts: The Transit Employee Protective Provisions ilpply to elicit cOl1tract ./f}r transit operaliollS
pe/fonned by employees of a COl1t1'llctor reL'Ognized by FT'I to he a lral1.\'it operator. (Because transit operations involve
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many activities apart from directly driving or operating transit vehicles, FT A determines which activities constitute transit
"operations" for purposes of this clause.)
Flow Down: These provisions are applicable to all contracts and subcontracts at every tier.
Transit Employee Protective Provisions. (I) The Contractor agrees to the comply with applicable transit employee
protective requirements as follows:
(a) General Transit Employee Protective Requirements - To the extent that FT A determines that transit operations are
involved, the Contractor agrees to carry out the transit operations work on the underlying contract in compliance with terms
and conditions determined by the U.S. Secretary of Labor to be fair and equitable to protect the interests of employees
employed under this contract and to meet the employee protective requirements of 49 U.S.C. A 5333(b), and U.S. DOL
guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the letter of
certification from the U.S. DOL to FT A applicable to the FT A Recipient's project from which Federal assistance is
provided to support work on the underlying contract. The Contractor agrees to carry out that work in compliance with the
conditions stated in that U.S. DOL letter. The requirements of this subsection (1), however, do not apply to any contract
financed with Federal assistance provided by FT A either for projects for elderly individuals and individuals with disabilities
authorized by 49 U.S.C. S 5310(a)(2), or for projects for nonurbanized areas authorized by 49 U.S.C. S 5311. Alternate
provisions for those projects are set forth in subsections (b) and (c) of this clause.
(b) Transit Employee Protective Requirements for Projects Authorized by 49 U.S.e. & 531O(a)(2) for Elderly Individuals
and Individuals with Disabilities - If the contract involves transit operations financed in whole or in part with Federal
assistance authorized by 49 U.S.e. S 531O(a)(2), and if the U.S. Secretary of Transportation has determined or determines
in the future that the employee protective requirements of 49 U.S.e. S 5333(b) are necessary or appropriate for the state and
the public body subrecipient for which work is performed on the underlying contract, the Contractor agrees to carry out the
Project in compliance with the terms and conditions determined by the U.S. Secretary of Labor to meet the requirements of
49 U.S.e. S 5333(b), U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions
are identified in the U.S. DOL's letter of certification to FT A, the date of which is set forth Grant Agreement or Cooperative
Agreement with the state. The Contractor agrees to perform transit operations in connection with the underlying contract in
compliance with the conditions stated in that U.S. DOL letter.
(c) Transit Emplovee Protective Requirements for Proiects Authorized by 49 U .S.C. S 5311 in Nonurbanized Areas - If the
contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.e. S 531 I, the
Contractor agrees to comply with the terms and conditions of the Special Warranty for the Nonurbanized Area Program
agreed to by the U.S. Secretaries of Transportation and Labor, dated May 31, 1979, and the procedures implemented by
U.S. DOL or any revision thereto.
(2) The Contractor also agrees to include the any applicable requirements in each subcontract involving transit operations
financed in whole or in part with Federal assistance provided by FT A.
28. DISADV ANT AGED BUSINESS ENTERPRISE (DBE)
49 CFR Part 26
Backl!round and Applicabilitv
The newest version on the Department of Transportation's Disadvantaged Business Enterprise (DBE) program became
effective July 16, 2003. The rule provides guidance to grantees on the use of overall and contract goals, requirement to
include DBE provisions in subcontracts, evaluating DBE participation where specific contract goals have been set,
reporting requirements, and replacement of DBE subContractors. Additionally, the DBE program dictates payment terms
and conditions (including limitations on retain age) applicable to all subContractors regardless of whether they are DBE
firms or not.
The DBE program applies to all DOT-asslvted cOl1tracling actipities. A formal clause such as that below must be included
in all contracts above the micro-purchase level. The requirements of clause subsection b flow down to subcontracts.
A substantial change to the payment provisions in this newest version of Part 26 concerns retainage (see section 26.29).
Grantee choices concerning retainage should be reflected in the language choices in clause subsection d.
Disadvantaged Business Enterprises
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a. This contract is subject to the requirements of Title 49, 49 Code of Federal Regulations, Part 26, Participation by
Disadvantaged Enterprises in Department of Transportation Financial Assistance Programs. Collier Area Transit's
goal for DBE participation is 6%.
b. A separate contract goal has not been established for this procurement.
c. The Contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this
contract. The Contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and
administration of this DOT-assisted contract. Failure by the Contractor to carry out these requirements is a
material breach of this contract, which may result in the termination of this contract or such other remedy as
Collier County deems appropriate. Each subcontract the Contractor signs with a subContractor must include the
assurance in this paragraph (see 49 CFR 26.13(b)).
d. The successful bidder/offeror will be required to report its DBE participation obtained through race-neutral means
throughout the period of performance. In order to comply with the provisions of 49 CFR 26, the bidder/offeror
agrees to the following:
· Bid Opportunity List - shall submit with all Requests for Proposals and Invitations For Bid.
· Anticipated DBE Participation Statement - shall submit with all Requests for Proposals and Invitations For
Bid.
· DBE Directory the bidder/offeror may use the online DBE directOlY, BizNet,
www.bipincwebapps.com/biznetflorida/ to locate ready, willing, and able DBE's to perform sub-Contractor work
or sub-consultant work on USDOT assisted contracts.
· SubContractor Payment Report - shall submit monthly to comply with monitoring requirements of 49 CFR 26.
e. The Contractor is required to pay its subContractors performing work related to this contract for satisfactory
performance of that work no later than 30 days after the Contractor's receipt of payment for that work from Collier
County. In addition, the Contractor is required to return any retainage payments to those subContractors within
thirty (30) days after the subContractor's work related to this contract is satisfactorily completed.
f. The ContractOr must promptly notify Collier County, whenever a DBE subContractor performing work related to
this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE
subContractor to perform at least the same amount of work. The Contractor may not terminate any DBE
subContractor and perform that work through its own forces or those of an affiliate without prior written consent
of Collier County.
29. r RESERVED I
30. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS
FTA Circular 4220.1F
Applicability to Contracts: The incorporation of FT A terms applies to all cOl/lrac!.\.
Flow Down: The incorporation ofFTA terms has unlimited flow down.
Incorporation of Federal Transit Administration (FT A) Terms - The preceding provisions include, in part, certain
Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions.
All contractual provisions required by DOT, as set forth in FT A Circular 4220.1 F, are hereby incorporated by reference.
Anything to the contrary herein notwithstanding, all FT A mandated terms shall be deemed to control in the event of a
conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any
act, or refuse to comply with any (name of grantee) requests which would cause (name of grantee) to be in violation of the
FT A terms and conditions.
31. DRUG AND ALCOHOL TESTING
49 U.S.c. ~533]
49 CFR Part 655
Applicability to Contracts: The Drug and Alcohol testing pr01';siol1s apfl~F 10 Operationul Sen'ice COl/trac!.'".
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Flow Down ReQuirements: Anyone who performs a safety-sensitive function for the recipient or subrecipient is required
to comply with 49 CFR 655, with certain exceptions for contracts involving maintenance services. Maintenance
Contractors for non-urbanized area formula program grantees are not subject to the rules. Also, the rules do not apply to
maintenance subContractors.
Introduction
FT A's drug and alcohol rules, 49 CFR 655, respectively, are unique among the regulations issued by FT A. First, they
require recipients to ensure that any entity performing a safety-sensitive function on the recipient's behalf (usually
subrecipients and/or Contractors) implement a complex drug and alcohol testing program that complies with Part 655.
Second, the rules condition the receipt of certain kinds of FT A funding on the recipient's compliance with the rules; thus,
the recipient is not in compliance with the rules unless every entity that performs a safety-sensitive function on the
recipient's behalf is in compliance with the rules. Third, the rules do not specify how a recipient ensures that its
subrecipients and/or Contractors comply with them.
Explanation of Model Contract Clauses:
Collier County relies on the Contractor to implement a drug and alcohol testing program that complies with 49 CFR 655,
but retains the ability to monitor the Contractor's testing program; thus, the recipient has less control over its compliance
with the drug and alcohol testing rules than it does under option I. The advantage of this approach is that it places the
responsibility for complying with the rules on the entity that is actually performing the safety-sensitive function. Moreover,
it reserves to the recipient the power to ensure that the Contractor complies with the program. The disadvantage of Option
2 is that without adequate monitoring of the Contractor's program, the recipient may find itself out of compliance with the
rules.
Drug and Alcohol Testing
The Contractor agrees to establish and implement a drug and alcohol testing program that complies with 49 CFR Part 655,
produce any documentation necessary to establish its compliance with Part 655, and permit any authorized representative of
the United States Department of Transportation or its operating administrations, the State Oversight Agency of (name of
State), or the (insert name of grantee), to inspect the facilities and records associated with the implementation of the drug
and alcohol testing program as required under 49 CFR Parts 655 and review the testing process. The Contractor agrees
further to certify annually its compliance with Part 655 before (insert date) and to submit the Management Information
System (MIS) reports before (insert date before March 15) to (insert title and address of person responsible for receiving
information). To certify compliance the Contractor shall use the "Substance Abuse Certifications" in the "Annual List of
Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements," which is published
annually in the Federal Register.
32. ADA Access
49 U.S.c. ~5301
Access for Individuals with Disabilities. The Recipient agrees to comply with 49 U.S.e. ~ 530 I (d), which states the
Federal policy that elderly individuals and individuals with disabilities have the same right as other individuals to use
public transportation services and facilities, and that special efforts shall be made in planning and designing those services
and facilities to implement transportation accessibility rights for elderly individuals and individuals with disabilities. The
Recipient also agrees to comply with all applicable provisions of section 504 of the Rehabilitation Act of 1973, as
amended, with 29 U.S.C. g 794, which prohibits discrimination on the basis of disability; with the Americans with
Disabilities Act of 1990 (ADA), as amended, 42 V.S.C. g~ 12101 et seq., which requires that accessible facilities and
services be made available to individuals with disabilities; and with the Architectural Barriers Act of 1968, as amended, 42
U.S.e. ~~ 4151 et seq., which requires that buildings and public accommodations be accessible to individuals with
disabilities, and any subsequent amendments to these laws or other laws pertaining to access for individuals with
disabilities to the extent applicable.
33. ITS Standards
5206( e )
Section 5206( e) of the Transportation Equity Act for the 21 st Century, Public Law 105-178, I 12 Stat. 547, pertaining to
conformance with the National Intelligent Transportation Systems Architecture and Standards.
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All ITS projects funded with Mass Transit Funds from the Highway Trust Funds shall use applicable ITS standards and
interoperability tests that have been officially adopted through rulemaking by the United States Department of
Transportation (US DOT).
The enclosed document, "FT A National ITS Architecture Consistency Policy for Transit Projects, Additional
Grantee Guidance," is intended to provide additional clarification and to highlight resources that are available.
34. ARRA SPECIAL TERMS AND CONDITIONS
Pub. L. 111-5
Sections 1512, 1605 and 1606
2 CFR Part 176
The American Recovery and Reinvestment Act of2009, Pub. L. 111-5, (Recovery Act) was enacted to preserve and create
jobs and promote economic recovery, assist those most impacted by the recession, provide investments needed to increase
economic efficiency by spurring technological advances in science and health, invest in transportation, environmental
protection, and other infrastructure that will provide long-term economic benefits, stabilize State and local government
budgets, in order to minimize and avoid reductions in essential services and counterproductive State and local tax increases.
The Contractor shall comply with all terms and conditions in the Recovery Act relating generally to governance,
accountability, transparency, data collection and resources as specified in Act itself and as discussed below.
Reporting and Registration:
The Contractor agrees to the following reporting and registration requirements of Section 1512 of the American Recovery
and Reinvestment Act and in accordance with 2 CFR S 176.50:
(a) This award requires the Contractor to report on the use of Recovery Act funds provided to complete projects or
activities which are funded under the American Recovery and Reinvestment Act of 2009 (Recovery Act) including but not
limited to jobs data. Information from these reports will be made available to the public.
(b) The reports are due no later than five calendar days after each calendar month in which the Contractor has performed
work or provided services funded in whole or in part by the Recovery Act.
(c) Contractors must maintain current registrations in the Central Contractor Registration (http://www.ccr.gov) at all times
during which they have active federal awards funded with Recovery Act funds. A Dun and Bradstreet Data Universal
Numbering System (DUNS) Number (http://www.dnb.com) is one of the requirements for registration in the Central
Contractor Registration.
(d) The Contractor shall report the information described in section 1512( c) of the Recovery Act using the reporting
instructions and data elements that are provided online at http://www.FederaIReporting.gov.
Authority of the Comptroller General:
Section 902 of the ARRA of2009 provides the U.S. Comptroller General and his representatives the authority:
(1) to examine any records of the Contractor or any of its subContractors, or any State or Local agency
administering such contract, that directly pertain to, and involve transactions relating to, the contract or subcontract; and
(2) to interview any officer or employee of the Contractor or any of its subContractors, or of any State or Local
government agency administering the Contract, regarding such transactions.
Accordingly, the Comptroller General and his representatives shall have the authority and rights as provided under
Section 902 of the ARRA with respect to this Contract, which is funded with funds made available under the ARRA.
Section 902 further states that nothing in this Section shall be interpreted to limit or restrict in any way any existing
authority of the Comptroller General.
Buy American:
Section 1605 of the Recovery Act prohibits use of recovery funds for a project for the construction, alteration, maintenance,
or repair of a public building or public work unless all of the iron, steel, and manufactured goods used in the project are
produced in the United States. The law requires that this prohibition be applied in a manner consistent with U.S. obligations
under international agreements, and it provides for waiver under three circumstances:
(a) Iron, steel, or relevant manufactured goods are not produced in the United States in sufficient and reasonably available
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quantities and of a satisfactory quality;
(b) Inclusion of iron, steel, or manufactured goods produced in the United States will increase the cost of the overall project
by more than 25 percent; or
(c) Applying the domestic preference would be inconsistent with the public interest.
Wage Rate Requirements:
Section 1606 of the Recovery Act requires that all laborers and mechanics employed by Contractors and subContractors on
projects funded directly by or assisted in whole or in part by and through the Federal Government pursuant to the Recovery
Act shall be paid wages at rates not less than those prevailing on projects of a character similar in the locality as determined
by the Secretary of Labor in accordance with subchapter IV of chapter 31 of title 40, United States Code. Pursuant to
Reorganization Plan No. 14 and the Copeland Act, 40 U.S.C. 3145, the Department of Labor has issued regulations at 29
CFR parts I, 3, and 5 to implement the Davis Bacon and related Acts. Regulations in 29 CFR 5.5 instruct agencies
concerning application of the standard Davis Bacon contract clauses set forth in that section.
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Exhibit C
Granting Agency Forms
Providt'd in St'paratc Filt'
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