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RESTRICTIONS ON LOBBYING - Corpus Christi Regional

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									                          REQUEST FOR PROPOSALS
                                   FOR
                       PROJECT MANAGEMENT SERVICES

RFP NO.: 2011-S-12                                                  Date Issued: May 31, 2011

The Corpus Christi Regional Transportation Authority, hereinafter called the
"RTA", is requesting Statements of Proposals to provide Project Management
Services as the owner’s representative to oversee and administer contracts for
engineering services and construction of a CNG (Compressed Natural Gas)
Fueling Station on the RTA’s Bear Lane property. Proposals will be accepted at the
offices of the RTA at 5658 Bear Lane, Corpus Christi, Texas 78405 until 3:00 P.M.,
Tuesday, June 21, 2011. This contract will not exceed one year. Responses shall be
good for one hundred twenty (120) days from the submittal due date.

OFFERORS are encouraged to attend a pre-proposal meeting on Friday, June 10,
2011 at 3:00 PM at 5658 Bear Lane, Corpus Christi, TX 78405. The purpose of
this meeting is to review the RTA’s requirements for this project. While this
meeting is not mandatory, offerors are strongly encouraged to attend. Copies of
this Request For Proposals (RFP) and information may be obtained at the RTA’s
website (http://ccrta.org/rta-business/) or from Martha King, Buyer, at 5658 Bear Lane,
Corpus Christi, TX 78405, (361) 289-2712 ext. 3481. Further information may be
obtained from Jorge Cruz-Aedo, Managing Director of Administration, ext 3501.

Firms are advised that the RTA has a Disadvantaged Business Enterprise (DBE)
program. The RTA's overall goal is 22% DBE participation. For additional information,
please contact Jorge Cruz-Aedo at (361) 289-2712.

For the purposes of this procurement, the following documents are applicable:

         Request for Proposals
         Instructions to Proposing Firms
         Project Description
         Scope of Service
         Standard Service Terms and Conditions
         Federal Supplemental Conditions
         Special Provisions Concerning Disadvantaged Business Enterprises (DBEs)
         Fee Proposal
                         RFP 2007-S-19 Maintenance Facilities Project Manager
                                              1 of 83
             Attachment A: Certification Form
             Attachment B: Certified Statement of Qualification
             Attachment C: DBE Participation Form
             Attachment D: Disclosure of Interests Statement
             Attachment E: Restrictions of Lobbying
             Attachment F: Project Manager Questionnaire Form
             Attachment G: Price Schedule

The following documents must be returned with your Proposals in order for it to be
considered responsive:

              Response to RFP
              Attachment A: Certification Form
              Attachment B: Certified Statement of Qualification
              Attachment C: DBE Participation Form
              Attachment D: Disclosure of Interests Statement
              Attachment E: Restrictions of Lobbying
              Attachment F: Project Manager Questionnaire Form
              Attachment G: Price Schedule
                     INSTRUCTIONS TO PROPOSING FIRMS


1.   GENERAL.

     The following instructions by the RTA are intended to afford offerors an equal
     opportunity to participate in the RTA’s contracts.

2.    EXPLANATIONS AND COMMUNICATIONS.

     2.1 Any explanation desired by a offeror regarding the meaning or interpretation
     of these Instructions or any other bid documents must be requested in writing to
     the RTA's Contracts Department with sufficient time allowed for a reply to reach
     Offerors before the submission of their bids.

     2.2 Oral explanations or instructions will not be binding. Any information given
     to a prospective offeror concerning an invitation will be furnished to all
     prospective Offerors as an amendment to the invitation if such information is
     necessary to Offerors in submitting bids on the invitation or if the lack of such
     information would be prejudicial to uninformed Offerors.

     2.3 All communications regarding this solicitation - written, faxed, or e-mailed -
     need to be made directly to the Contracts Department. Any violation could be
     grounds for disqualification.

3. SPECIFICATIONS.

     3.1 Offerors are expected to examine the specifications, any drawings,
     standard provisions and all instructions. Failure to do so will be at the offeror’s
     risk. Proposals which are submitted on other than authorized forms or with
     different terms or provisions may be considered non-responsive.

     3.2 The apparent silence of the specifications as to any detail, or the apparent
     omission from it of a detailed description concerning any point, shall be regarded
     as meaning that only the best commercial practice is to prevail and that only
     material and workmanship of the finest quality are to be used. All interpretations
     of the specifications shall be made on the basis of this statement.

4. INFORMATION REQUIRED.

     4.1. Each offeror shall furnish the information required by the RFP. The offeror
     shall sign the Price Schedule and the proposal, which collectively shall constitute
     the offeror’s offer. Erasures or other changes must by initialed by the person
     signing the documents. Proposals signed by an agent are to be accompanied by
     evidence of his authority unless such evidence has been previously furnished to
     the RTA.
    4.2. All prices shall be entered on the Price Schedule in ink or be typewritten.
    Totals shall be entered in the “Total Price” column of the Price Schedule, and in
    case of discrepancy between the unit price and the extended total price, the unit
    price will be presumed to be correct.

    4.3. Only signed, written Proposals specifically accepting responsibility for
    meeting the objectives and requirements specified in the RFP will be considered.
    The cover letter must bear the signature of a person duly authorized to legally
    commit for the offeror. All costs o preparation will be borne by the offeror.

    4.4. The RTA does not have to pay federal excise taxes or state and local sales
    and use taxes, except for contracts for improvements to real property.

5. SUBMISSION OF PROPOSALS.

    5.1. Sealed Proposals should be submitted in an envelope marked on the
    outside with the offeror’s name and address and Proposals description
    addressed to:

          Regional Transportation Authority
          Attn: Contracts Department
          5658 Bear Lane
          Corpus Christi, Texas 78405
          Proposals For: Project Manager Services,
                          RFP No.: 2011-S-12
          Proposals Due Date: Tuesday, June 21, 3:00 P.M.

    5.2. Proposals must be submitted in sufficient time to be received and time-
    stamped at the above location on or before the published due date and time
    shown on the RFP. Proposals received after the published time and date cannot
    be considered. Any Proposals which are mislabeled or do not indicate the
    offeror’s name or address as required above may be opened by the RTA solely
    for the purpose of identifying the offeror for return of the Proposals.
6. MODIFICATION OR WITHDRAWAL OF PROPOSALS.

     Proposals may be modified or withdrawn by written or telegraphic notice received by
     the RTA prior to the exact hour and date specified for receipt of Proposals. A
     Proposal may also be withdrawn in person by an offeror or an authorized
     representative prior to the deadline; provided the offeror’s identity is made known
     and he or she signs a receipt for the Proposals.

7. OPENING PROPOSALS

     All proposals shall be opened by the RTA as soon after the proposal deadline as is
     reasonably practicable. Information submitted in response to the Request for
     Proposals shall not be released by the RTA during the proposal evaluation process
     or prior to Contract award. Proposers are advised that the RTA may be required to
     release proposal information, other than trade secrets, after Contract award.

8.   EVALUATION FACTORS.

     The RTA will award contracts based upon the criteria set forth in the Request for
     Proposals. Contracts may be awarded on a fixed fee or cost reimbursement basis.

      Pre-award inspection of the proposer’s facility may be made prior to the award of
      the Contract. Proposals will be considered only from firms that are regularly
     engaged and licensed in the business of providing the goods and/or services
     described in the Request for Proposals for a reasonable period of time; and have
     sufficient financial support, equipment, and organization to ensure that they can
     satisfactorily execute the services if awarded a Contract under the terms and
     conditions herein stated. The terms “equipment” and “organization” as used herein
     shall be construed to mean a fully-equipped and well-established company in
     line with the best business practices in the industry as determined by the RTA.
     In making the award, the RTA may consider any evidence available to it of the
     financial, technical, and other qualifications and abilities of a proposer, including
     past performance (experience) with the RTA and other similar customers. A record
     of nonperformance or poor performance may disqualify a proposer from award.

9.   ELIGIBILITY FOR AWARD.

     In order for a proposer to be eligible for award of the Contract, the proposal must be
     responsive to the Request for Proposals; and the RTA must be able to determine
     that the proposer is responsible to perform the Contract satisfactorily.

     Responsive proposals are those complying with all material aspects of the Request
     for Proposals. Proposals which do not comply with all the terms and conditions of
     the Request for Proposals will be rejected as non-responsive.

     Responsible proposers at a minimum must:
    9.3.1 Have adequate financial resources or the ability to obtain such resources as
          required during the performance of the Contract;

    9.3.2 Have a satisfactory record of past performance;

    9.3.3 Have necessary management and technical capability to perform;

    9.3.4 Be qualified as an established firm regularly engaged in the type of
    business to perform the Contract required by this Request for Proposals;

    9.3.5 Be otherwise qualified and eligible to receive an award under applicable
    federal, state, county, or municipal laws and regulations; and

    9.3.6 Certify that it is not on the U.S. Comptroller General’s list of ineligible
    contractors – signing and submitting the proposal is so certifying. (NOTE: This
    requirement is only applicable to federally-funded contracts.)

   A proposer may be requested to submit written evidence verifying that it meets the
   minimum criteria necessary to be determined a responsible proposer. Refusal to
   provide requested information shall result in the proposer being declared not
   responsible, and the proposal shall be rejected.

10. RESERVATION OF RIGHTS.

   The RTA expressly reserves the right to:

   Reject or cancel any or all proposals;

   Waive any defect, irregularity or informality in any proposal or proposal procedure;

   Waive as an informality, minor deviations from specifications at a lower price than
   other proposals meeting all aspects of the specifications if it is determined that total
   cost is lower and the overall function is improved or not impaired;

   Extend the proposal due date;

   Reissue a Request for Proposals;

   Procure any item or services by other means;

   The RTA reserves the right to retain all proposals submitted. The selection or
   rejection of a proposal does not affect this right; and

   The RTA reserves the right to negotiate a Contract with the proposer having the
   best evaluation as determined by the RTA. No award will be made automatically
   based upon the lowest price or based solely on the proposal submitted. The RTA
   additionally reserved the right to suspend negotiations with the first proposer should
   it not progress in a manner satisfactory to the RTA and commence negotiations with
   the next best rated proposer.

11. ACCEPTANCE.

   Acceptance of a proposer’s offer in some instances will be in the form of purchase
   orders issued by the RTA. Otherwise, acceptance of a proposer’s offer will be by
   acceptance letters issued by the RTA. Subsequent purchase orders and release
   orders may be issued as appropriate. Unless the proposer specifies otherwise in
   the proposal, the RTA may award the contract for any item or group of items
   shown on the Request for Proposals.

12. PROTESTS.

   In the event that a proposer desires to protest any procedure, the proposer should
   present such protest, in writing, to the RTA Chief Executive Officer within five (5)
   business days following the proposal due date. The protest shall state the name
   and address of the protestor, refer to the project number and description of the
   Request for Proposals, and contain a statement of the grounds for protest and
   any supporting documentation. For federally-assisted contracts, certain additional
   protest procedures apply and may be found in the Supplemental Conditions
   contained within the Request for Proposals.

13. EQUAL OPPORTUNITY.

   Proposers are expected to comply with the Affirmative Action Programs of the RTA
   with respect to its provisions concerning contractors.

14. SINGLE PROPOSAL.

   14.1     In the event a single proposal is received, the RTA will, at its option,
   conduct a price and/or cost analysis of the proposal and make the award by
   negotiation or reject the proposal and revise the Request for Proposals. A price
   analysis is the process of examining the proposal and evaluating a prospective
   price without evaluating the separate cost elements. Price analysis shall be
   performed by comparison of the price quotations, with published price lists, or
   other established or competitive prices. The comparison shall be made to a
   purchase of similar quantity and involving similar specifications. Where a difference
   exists, a detailed analysis must be made of this difference and cost attached
   thereto.

   14.2 Where it is impossible to obtain a valid price analysis, it may be necessary
   for the RTA to conduct a cost analysis of the proposal price. Cost analysis is the
   review and evaluation of a proposer’s cost or pricing data and of the factors
   applied in projecting from such data the estimated costs of performing the contract,
   assuming reasonable economy and efficiency.
14.3    The price and/or cost analysis shall be made by personnel of the RTA’s
selection. The RTA’s discretion exercised as to its options in this regard shall be
final.
                                  SPECIAL INSTRUCTIONS


1.0       Proposals FORMAT

1.1       General

Firms interested in performing the required Project Management services are invited to
submit one (1) original and four (4) copies of their firm’s qualifications in the following
format, utilizing numbered tabs for each of the parts. Each part will be used in
evaluating qualifications and is listed in order of its relative importance.

The contents of the Proposals shall include the following:

         Cover Letter
         Work Approach
         Successful Experience
         Qualifications of Firm and Key Staff
         Proposed Disadvantaged Business Participation

All Proposals must be submitted before the deadline in the solicitation and addressed
with the information as required in Section 5 of the Instructions to Offerors.

A contract will be offered to the firm that is determined by the RTA to be most capable
and qualified for this Project, subject to successful fee negotiations. Information about
fees is not required or desired with the proposal. Selection criteria are based on the
qualifications and specific experience relevant to this Project.

Proposals and related information submitted to the RTA shall become the property of
the RTA and will not be returned.

An RTA Selection Committee will be convened to evaluate the proposals, rank order
consultants for possible interviews, if required, and make appropriate recommendations
for selection of consultants for this Project. As noted in the Project Schedule below, the
RTA anticipates making an award of a contract for a Project Manager at its Board
Meeting on Wednesday, July 6, 2011.


2.0       STATEMENT OF QUALIFICATION ELEMENTS

2.1        Cover Letter

           Include specific information on the firm’s capability to assign qualified
           professional and technical support staff to the Project and ability to meet the
           Project schedule considering other workload requirements and similar
      obligations of the firm. Provide information regarding how you will handle this
      contract.

2.2   Work Approach

      Synopsis of the firm’s knowledge and understanding of the work proposal by
      this RFP and special requirements, including proposed work approach to the
      proposal work plan(s); construction control procedures/effectiveness;
      communication including method and frequency of including RTA staff input and
      progress meetings to address project concerns; electronic
      media/AutoCAD/scheduling and other related issues.

2.3   Successful Experience

      Specialized experience of the firm in the type of work required, particularly with
      regard to construction of CNG fueling facilities within the past five years with
      other governmental agencies. Particular focus should be on projects that are
      similar to this Project. A listing of past similar projects shall include:

         Project name, location and owner (name and telephone number of contact
          person for reference);
         Individual project scope, estimated/final cost and project manager;
         Month and year contract was issued, completion terms, and date actually
          completed.

      Any contracts undertaken with the RTA within the last five years must be listed,
      including contractual completion date and actual completion date or present
      status. Experience and past performance in (a) the phasing of operations during
      construction and (b) “value engineering” as applied to major projects should be
      noted.

2.4   Qualifications of Firm and Key Staff

      The professional and technical staff that will be responsible and in charge for the
      Project should be identified, including a detailed summary of similar project
      experience with other projects of similar size, along with their professional
      qualifications. Information about the team should include:

         Anticipated areas of responsibility for each team member (sub-consultants,
          if applicable); the individual to be locally in charge shall have a minimum of
          five (5) years experience in directing major construction projects and/or
          successfully managed a minimum of two such projects;
         Designation of primary contact for RTA staff;
         Any other information that would be of particular interest as it relates to the
          Projects.
3.0   BASIS FOR AWARD AND SELECTION CRITERIA

3.1   The RTA will review all Proposals for completeness. Proposals found incomplete
      or failing to address the needs of the RTA as stated herein will not be evaluated.
      Firms are urged to initially submit their best offer. An award (if any) will be made
      to that Firm whose Proposal is deemed most advantageous to, and in the best
      interest of, the RTA. Evaluation factors with their weights are as follows:

        Work Approach..………………………….……………………………………....30%
        Successful experience of key staff and firm ……………………….………….25%
        (with similar public sector projects)
        Qualifications of firm and key staff handling this project……………………...35%
        Response to the Disadvantaged Business Enterprise requirements…….….10%

3.2    The RTA will first evaluate the Proposals on all factors other than cost. After a
preliminary evaluation. The RTA may select a firm for the project after this review if the
RTA feels it is in the RTA’s best interest. Otherwise, a short-list of interviewees will be
established based upon the overall results. After completion of the interviews the
evaluation of the Proposals will be reviewed and modified as necessary.

4.0 STATEMENT OF QUALIFICATIONS SUBMISSION REQUIREMENTS

4.1   Inquiries should be made in writing to Martha King, Contracts Department. Said
      inquiries may be faxed to her attention at (361) 289-3060. Material information
      provided to one potential firm will be provided equally in writing to all. Oral
      responses will not be binding.

4.2   RFP copies may be obtained at the following location beginning May 31, 2011
      between the hours of 8:30 AM and 5:00 PM. Proposals may be hand delivered
      or mailed to 5658 Bear Lane, Corpus Christi, TX 78405.

4.3   Firms must submit one signed original and four (4) copies of their Statement of
      Proposals.

4.4   Proposals received after the due date will be deemed as non-responsive and will
      be returned unopened.

4.5   Only signed, written Proposals specifically accepting responsibility for meeting
      the objectives and requirements specified in this RFP will be considered. The
      cover letter must bear the signature of a person duly authorized to legally commit
      the firm.

5.0   RESERVATION OF RIGHTS
5.1   The RTA reserves the right to reject any or all Proposals (or any part thereof)
      Received by reason of this request. In any event, no Contract is implied merely
      by submission of a Statement of Qualification.

5.2   RTA reserves the right to retain all Proposals submitted. The selection or
      rejection of a Statement of Qualification does not affect the right.

5.3   The RTA reserves the right to negotiate a Contract with the Firm having the Best
      Statement of Qualification as determined by the RTA. The RTA additionally
      reserves the right to suspend negotiations with the first Firm should it not
      progress in a manner satisfactory to the RTA and commence negotiations with
      the next best rated firm.

6.    RELEASE OF INFORMATION

6.1    The RTA will not release information submitted in response to this RFP during
the Statement of Qualification evaluation process or prior to contract award. Firms are
advised that the FTA may be required to release Statement of Qualification information,
other than trade secrets, after contract award.
                                   STATEMENT OF WORK


1.0       INTRODUCTION

The CCRTA needs to build a new Compressed Natural Gas (CNG) fueling facility to
support the procurement of a new CNG fleet. The bus fleet will consist of approximately
81 CNG buses purchased over a ten year time frame. The bus sizes will vary from 30’’,
35’ and 40’. The first bus delivery is estimated for summer of 2012. This fueling facility
must be completed before then. Currently the CCRTA operates diesel buses and has a
diesel fueling facility on the property.

The Project Manager’s role would be to provide project management oversight for the
development of a new compressed natural gas refueling facility and maintenance
garage modification to support the agency’s replacement of diesel buses with low-
emission CNG units.

The Project Manager will provide guidance and direction for the design layout and
technical specification requirements for the CNG fueling and maintenance facility. There
will be a need to continue with diesel fueling until the whole fleet is 100% CNG so dual
fueling will have to be a consideration in the overall construction of the new CNG fueling
facility.

The Project Manager will determine the appropriate size and equipment needed for the
new CNG fueling facility. The Project Manager must have experience with the design
and construction of CNG fueling facilities to fulfill this role. Items that the Project
Manager will be responsible for in the design and construction of the CNG fueling facility
are listed below:

         Oversight of detailed engineering designs, calculations, drawings, vendor
          specifications and construction specifications to minimize or eliminate the need
          for change orders;
         Coordination and submittal of reports to the various CCRTA staff and technical
          representatives from the City of Corpus Christi;
         Oversight of the submittal of all documents required for permit approval,
          obtaining permits, scheduling permit inspections and final permit signoff;
         Follow through on obtaining the new CNG facility “Permit to Operate”
         Coordination of all project “teams” to minimize disruptions to bus operations
         Ensuring all necessary testing takes place to ensure the completed fueling
          station meets or exceeds its performance criteria
         Ensuring connection of utility supply services, including electrical power, from the
          utility point of connection to the CNG station and/or dispenser island;
         Ensuring that the verification of the gas connections, pressure available and gas
          supply quality is conducted;
         Ensuring that the electrical power requirements including voltage and amperage
          and meters from the local utility company is identified;
         Oversight of the construction of the CNG fueling facility, including any lighting,
          grounding, paving and grading, that might need to take place, as well as the
          placement of safety signs and a gas detection and alarm system with a remote
          monitoring annunciator panel;
         Ensuring the training of onsite personnel takes places to operate the station
          equipment;
         Ensuring that all welders were certified to weld stainless steel pipe and carbon
          steel for high pressure gas service per ANSI B 31.3 criteria;
         Delivery of as-built drawings at the completion of the project to CCRTA staff;
         Delivery of Operations and Maintenance Manuals

Tuesday, May 31            Release RFP for Project Manager/Owner’s Representative
Friday, June 10            Pre-Proposal Meeting
Tuesday, June 21           RFP due
Wednesday, July 6          Contract Award by CCRTA Board of Directors


2.0       PROJECT SCOPE OF SERVICES

2.1   The selected Project Manager shall manage all aspects of the design and
construction of this project. The Project manager shall assist the Project Engineers and
have direct responsibility of ensuring work products are completed on schedule, on
budget, and to the level of quality required by the RTA.

2.2    The Project Manager will act as an extension of the RTA staff to facilitate and
control various aspects of the project with the design team, the contractor and internal
departments as directed. The Project Manager shall be responsible for ensuring the
project meets the programmatic needs of its users as determined by the RTA Board of
Directors as well.

2.1     The Project Manager will assist in development of construction strategies;
phasing of construction to minimize disruption of services and inconvenience to both the
public and internal RTA Operations; provide value-engineering, constructability reviews
and cost-estimating services; develop and maintain a construction master schedule and
critical path identification; maintain a comprehensive management information control
system, and provide overall administration for the construction of the Facility.

Throughout the project, the RTA’s Chief Executive Officer, Director of Vehicle
Maintenance and the Managing Director of Program Development shall be available to
resolve any differences or concerns identified by the Project Manager and ensure
project solutions meet the objectives of the Project

2.5  The role of the Project Manager may be filled either by an individual or a firm,
and both are encouraged to apply. However, firms wishing consideration must
demonstrate:
        That the project team includes an individual with clear authority over all aspects
         of the scope of services, and that this individual will be the sole point of contact
         for the RTA; and
        That the firm will provide a level of service to the RTA at least equal to that
         obtainable from a single professional dedicated to the project for its full duration.

The Project Manager will act as the RTA’s representative. Duties will include but are not
limited to:

   1.       Oversee the preparation of project programs, environmental documents,
            master documents, cost estimates, and project schedules.
   2.       Review project design with the project engineers and design team and assist
            with Value Engineering concepts.
   3.       Assisting in the preparation of the Request for Qualifications (RFQ) for the
            selection of a design team and the Request for Proposals (RFP) for the
            selection of construction contractors.
   4.       Monitoring project design and construction and contractor contract
            compliance.
   5.       Notifying RTA staff representatives of compliance problems and
            recommending appropriate actions.
   6.       Reviewing construction schedules for necessary adjustments and anticipating
            future problems.
   7.       Documenting evidence of/for variances in as-built progress against as-
            planned process.
   8.       Scheduling and conducting weekly (or as needed) construction meetings with
            the RTA staff, design team and contractors.
   9.       Monitoring, reviewing and analyzing all change order requests and payment
            applications submitted by the contractor.
   10.      Determining reasonable costs for changes, which are warranted.
   11.      Providing recommendations regarding settlement of extra work items.
   12.      Informing the RTA on a timely basis of anticipated costs and schedule
            impacts of pending owner-initiated or other changes.
   13.      Reviewing on a regular basis the work in progress with respect to quality,
            materials, quantity and workmanship.
   14.      Reporting promptly to the RTA concerns regarding contractor’s conformance
            with project safety requirements.
   15.      Preparing and delivering weekly progress reports to the RTA.
   16.      Performing project close-out activities and performance of additional services
            deemed necessary of the successful and timely completion of the project.
   17.      Preparing and/or facilitating the preparation of reports/studies for many types
            of work both related and unrelated to construction efforts (i.e. grant
            applications, Environmental Assessments, Permits, etc.).
   18.      Ensuring all electrical/mechanical/fire protection systems are inspected as
            required to comply with applicable codes.
3.0   DELIVERABLES

The selected Project Manager will be responsible for the administration, oversight, and
coordination of the CNG Fueling Facility as the representative of the RTA, as the owner.
The Project Management consultant will not be eligible to compete for professional
services contracts for design and construction projects and/or on the site of any other
major construction projects at Regional Transportation Authority during the term of the
Project Management contract, except in connection with providing similar construction
project management services as provided under this Agreement.

The Project Manager will ensure that all O&M manuals, warranties and appropriate
certifications have been received as well as required on-site training of RTA personnel
during start-up.

The Project Manager will deliver to the CCRTA any final permits, will ensure that the
project has been inspected by the appropriate entities.
                    STANDARD SERVICE TERMS AND CONDITIONS


1.   SERVICE STANDARDS.

     Contractor shall perform all work set forth in the specifications in a “first class” manner,
     consistent with all applicable regulations and industry standards. All work shall be
     performed to the reasonable satisfaction of the RTA, and any defective or substandard
     performance shall be promptly remedied.

2.   INVOICES AND PAYMENTS.

     Contractor shall submit separate invoices, in duplicate, on a monthly basis or as
     otherwise specified in the contract documents to RTA, Attn: Accounts Payable, 5658
     Bear Lane, Corpus Christi, Texas 78405. Invoices shall indicate the contract number
     and shall be itemized in accordance with the different components of work set forth in
     the Price Schedule. Payment shall not be due until thirty (30) days after the date the
     above instruments are submitted or the work is actually performed, whichever is later. In
     the event payment has not been made by the due date, Contractor shall submit a
     reminder invoice marked “overdue.” The RTA reserves the right to review all of
     Contractor’s invoices after payment and recover any overcharges resulting from such
     review.

3.   TOOLS, EQUIPMENT AND SUPPLIES.

     Contractor shall provide such tools, equipment, supplies, materials, employees,
     management, and any other items or services as may be necessary in order to enable
     Contractor to provide the services required under the terms of this Contract.

4.   ESTIMATED QUANTITIES.

     The estimated quantities for services, supplies or work to be performed noted in the
     Price Schedule are approximate. These quantities are to be used only for the
     comparison of bids and the award of this Contract and are based on past and projected
     usage. Contractor agrees and understands that the actual quantities to be utilized are
     within the sole and absolute discretion of the RTA. Should the actual quantities be
     greater or lesser than the estimates contained in the Price Schedule, Contractor agrees
     that, regardless of the amount of such variance, it shall not be the basis for deviating
     from the quoted unit prices. Further, Contractor agrees to honor quoted unit prices for
     the duration of this Contract.

5.   LIABILITY INSURANCE COVERAGE.

     Contractor shall maintain at all times during the term of this Contract at its sole cost and
     expense each of the following insurance coverages listed below having policy limits not
     less than the dollar amounts set forth:

     Commercial general liability insurance with minimum policy limits of $1,000,000.

     (In the event motor vehicles will be used by Contractor to perform the services specified)
     Automobile liability insurance with a combined single limit of $1,000,000.

     Contractual liability insurance       covering   Contractors’    indemnification    obligations
     contained in this Contract.

     Each of such insurance policies shall be issued by insurance companies licensed to do
     business in the State of Texas and rated A- or better by the A. M. Best insurance rating
     guide. Each such policy shall name the RTA as an additional insured, and a certificate
     of insurance evidencing such coverages shall be furnished to the RTA prior to the
     commencement of work and maintained throughout the term of the Contract. Such
     insurance policies shall not be cancelled, materially changed, or not renewed, without
     thirty (30) days’ prior written notice to the RTA, and the certificate of such insurance
     coverage shall reflect the foregoing cancellation provision. Copies of the insurance
     policies shall be promptly furnished to the RTA upon its written request after award of
     contract.

6.   WORKERS’ COMPENSATION.

     Contractor shall maintain at all times during the term of this Contract at its sole cost and
     expense workers’ compensation as required by statute and employer’s liability insurance
     with policy limits of $300,000 containing a waiver of subrogation endorsement waiving
     any right of recovery under subrogation or otherwise against the RTA.

     (In the event this Contract covers construction services, Section 6.1 through 6.11 shall
     apply.)

     6.1   The following definitions shall apply:

     Certificate of coverage (“certificate”) – A copy of a certificate of insurance, a certificate of
     authority to self-insure issued by the commission, or a coverage agreement (TWCC-81,
     TWCC-82, TWCC-83, or TWCC-84), showing statutory workers’ compensation
     insurance coverage for the person’s or entity’s employees providing services on a
     project, for the duration of the project.

     Duration of the project – includes the time from the beginning of the work on the project
     until Contractor’s work on the project has been completed and accepted by the RTA.

     Persons providing services on the project (“subcontractor” in §406.096) – includes all
     persons or entities performing all or part of the services Contractor has undertaken to
     perform on the project, regardless of whether that person contracted directly with the
     contractor and regardless of whether that person has employees. This includes, without
     limitation, independent contractors, subcontractors, leasing companies, motor carriers,
     owner-operators, employees of any such entity, or employees of any entity which
     furnishes persons to provide services on the project. “Services” includes, without
     limitation, providing, hauling, or delivering equipment or materials, or providing labor,
     transportation, or other service related to a project. “Services” does not include activities
     unrelated to the project, such as food/beverage vendors, office supply deliveries, and
     delivery of portable toilets.
6.2 Contractor shall provide coverage, based on proper reporting of classification
codes and payroll amounts and filing of any coverage agreements, which meets the
statutory requirements of Texas Labor Code, §401.011(44) for all employees of
Contractor providing services on the project, for the duration of the project.

6.3 Contractor shall provide a certificate of coverage to the RTA prior to being
awarded the contract.

6.4 If the coverage period shown on Contractor’s current certificate of coverage ends
during the duration of the project, Contractor must, prior to the end of the coverage
period, file a new certificate of coverage with the RTA showing that coverage has been
extended.

6.5 Contractor shall obtain from each person providing services on a project and
furnish RTA:

       6.5.1 a certificate of coverage, prior to that person beginning work on the
       project, so the RTA will have on file certificates of coverage showing coverage for
       all persons providing services on the project; and

       6.5.2 no later than seven days after receipt by Contractor, a new certificate of
       coverage showing extension of coverage, if the coverage period shown on the
       current certificate ends during the duration of the project.

6.6 Contractor shall retain all required certificates of coverage for the duration of the
project and for one year thereafter.

6.7 Contractor shall notify the RTA in writing by certified mail or personal delivery,
within 10 days after Contractor knew or should have known, of any change that
materially affects the provision of coverage of any person providing services on the
project.

6.8 Contractor shall post on each project site a notice, in the text, form and manner
prescribed by the Texas Workers’ Compensation Commission, informing all persons
providing services on the project that they are required to be covered, and stating how a
person may verify coverage and report lack of coverage.

6.9 Contractor shall contractually require each person with whom it contracts to
provide services on a project, to:

       6.9.1 provide coverage, based on proper reporting of classification codes and
       payroll amounts and filing of any coverage agreements, which meets the
       statutory requirements of Texas Labor Code, §401.011(44) for all of its
       employees providing services on the project, for the duration of the project;

       6.9.2 provide to Contractor, prior to that person beginning work on the project,
       a certificate of coverage showing that coverage is being provided for all
       employees of the person providing services on the project, for the duration of the
       project;
            6.9.3 provide Contractor, prior to the end of the coverage period, a new
            certificate of coverage showing extension of coverage, if the coverage period
            shown on the current certificate of coverage ends during the duration of the
            project;

            6.9.4 obtain from each other person with whom it contracts, and provide to
            Contractor:

            6.9.5  certificate of coverage, prior to the other person beginning work on
            the project; and a new certificate of coverage showing extension of
            coverage, prior to the end of the coverage period, if the coverage period
            shown on the current certificate of coverage ends during the duration of
            the project;

            6.9.6 retain all required certificates of coverage on file for the duration of the
            project and for one year thereafter;

            6.9.7 notify the RTA in writing by certified mail or personal delivery, within 10
            days after the person knew or should have known, of any change that materially
            affects the provision of coverage of any person providing services on the project;
            and

            6.9.8 contractually require each person with whom it contracts, to perform as
            required by this subsection, with the certificates of coverage to be provided to the
            person for whom they are providing services.

     6.10 By signing this Contract or providing a certificate of coverage, Contractor is
     representing to the RTA that all employees of Contractor who will provide service on the
     project will be covered by workers’ compensation coverage for the duration of the
     project, that the coverage will be based on proper reporting of classification codes and
     payroll amounts, and that all coverage agreements will be filed with the appropriate
     insurance carrier or, in the case of a self-insured, with the Commission’s Division of Self-
     Insurance Regulation. Providing false or misleading information may subject Contractor
     to administrative penalties, criminal penalties, civil penalties, or other civil actions.

     6.11 Contractor’s failure to comply with any of these provisions is a breach of contract
     by Contractor which entitles the RTA to declare the Contract void if Contractor does not
     remedy the breach within 10 days after receipt of notice of breach from the RTA.

7.   INDEMNIFICATION.

     Contractor shall indemnify and hold harmless the RTA, its officers, employees, agents,
     attorneys, representatives, successors and assigns from any and all claims, demands,
     costs, expenses (including attorney’s fees and expert witness fees), liabilities and losses
     of whatsoever kind or character arising out of or in connection with any act or omission
     of Contractor or its officers, employees or agents, during the term of this Contract.
     Contractor shall assume on behalf of the RTA and the indemnified parties described
     above, and conduct with due diligence and in good faith, the defense of any and all such
     claims, whether or not the RTA is joined therein, even if such claims be groundless, false
     or fraudulent.
8.    INDEPENDENT CONTRACTOR.

      At all times during the term of this Contract, Contractor shall be an independent
      contractor to the RTA, and Contractor shall not in any event be deemed an employee or
      other representative of the RTA. Any persons employed by Contractor shall at all times
      hereunder be deemed to be the employees of Contractor, and Contractor shall be solely
      liable for the payment of all wages and other benefits made available to such employees
      in connection with their employ. Contractor shall remain solely responsible for the
      supervision and performance of any such employees in completing its obligations under
      this Contract. Contractor warrants that any such employees shall be fully covered by
      workers’ compensation insurance and that each of such employees has been carefully
      screened as to character and fitness for the performance of his or her job.

9.    ASSIGNMENT.

      Contractor shall not assign or subcontract any of its rights, duties or obligations under
      this Contract without prior written consent of the RTA. Contractor shall be entitled to
      assign, pledge or encumber its right to receive payments under this Contract pursuant to
      security interests created in conformity with the Uniform Commercial Code so long as
      the RTA shall never be obligated to negotiate with any such third party in respect to
      compliance with the terms and conditions of this Contract. Any such assignment, pledge
      or encumbrance shall be limited by any rights of offset by the RTA for damages or
      claims arising under this Contract or any other obligation owed by Contractor to the RTA.

10.   AMENDMENTS.

      No amendments, modifications or other changes to this Contract shall be valid or
      effective absent the written agreement of both parties hereto.

11.   TERMINATION.

      The RTA shall have the right to terminate for default all or any part of its Contract if
      Contractor breaches any of the terms hereof or if Contractor becomes insolvent or files
      any petition in bankruptcy. Such right of termination is in addition to and not in lieu of
      any other remedies which the RTA may have in law or equity, specifically including, but
      not limited to, the right to sue for damages or demand specific performance. The RTA
      additionally has the right to terminate this Contract without cause by delivery to
      Contractor of a “Notice of Termination” specifying the extent to which performance
      hereunder is terminated and the date upon which such termination becomes effective.

12.   ADVERTISING.

      Contractor shall not advertise or publish, without the RTA’s prior consent, the fact that it
      has entered into this Contract, except to the extent necessary to comply with proper
      requests for information from an authorized representative of the federal, state or local
      authorities.
13. GRATUITIES.

      No gratuities in the form of entertainment, gifts, or otherwise, shall be offered or given by
      Contractor, or any agent or representative of Contractor, to any officer or employee of
      the RTA with a view toward securing a contract or securing favorable treatment with
      respect to a contract.

14.   EQUAL OPPORTUNITY.

      Contractor agrees that during the performance of this Contract it will:

      14.1 Treat all applicants and employees without discrimination as to race, color,
      religion, sex, national origin, martial status, age or handicap.

      14.2 Identify itself as an “Equal Opportunity Employer” in all help wanted advertising or
      requests.

      Contractor shall be advised of any complaints filed with the RTA alleging that Contractor
      is not an equal opportunity employer. The RTA reserves the right to consider such
      complaints in determining whether or not to terminate any portion of this Contract for
      which the services have not yet been performed; however, Contractor is specifically
      advised that no equal opportunity employment complaint will be the basis for denial of
      payment for any services already completed.

15.   ENFORCEABILITY.
      This Contract shall be interpreted, construed, and governed by the laws of the United
      States and the State of Texas and shall be enforceable in any state court of competent
      jurisdiction in Nueces County, Texas. Contractor shall comply with all applicable laws
      and regulations in performing under this contract.

16.   NOTICES.

      Notices shall be given to the parties by delivering or mailing such notice to the
      addresses set forth in the Contract documents, or at such other addresses as the parties
      may designate to each other in writing.
17.   INTERPRETATION.

      This writing is intended by the parties as a final expression of their agreement and is
      intended also as a complete and exclusive statement of the terms thereof. No course of
      prior dealings between the parties and no usage of the trade shall be relevant to
      supplement or explain any term used herein, and acceptance of a course of
      performance rendered under this Contract shall not be relevant to determine the
      meaning of this Contract even though the accepting party has knowledge of the
      performance and opportunity for objection.
                             FEDERAL SUPPLEMENTAL CONDITIONS
                                       (CONSTRUCTION CONTRACTS)

                                               TABLE OF CONTENTS


1.    EQUAL EMPLOYMENT OPPORTUNITY. ................................................................... 26

2.    STANDARD FEDERAL EQUAL EMPLOYMENT OPPORTUNITY CONSTRUC-
      TION CONTRACT SPECIFICATIONS (EXECUTIVE ORDER 11246). ........................ 27

3.    NOTICE OF REQUIREMENT FOR AFFIRMATIVE ACTION TO ENSURE
      EQUAL EMPLOYMENT OPPORTUNITY (EXECUTIVE ORDER 11246). ................... 31

4.    LABOR PROVISIONS. ................................................................................................ 32

5.    TITLE VI COMPLIANCE. .............................................................................................. 38

6.    DISADVANTAGED BUSINESS ENTERPRISES (DBEs). ............................................. 39

7.    ENERGY CONSERVATION. ........................................................................................ 40

8.    MITIGATION OF ADVERSE ENVIRONMENTAL EFFECTS. ....................................... 41

9.    USE OF FLY ASH IN CEMENT AND CONCRETE....................................................... 41

10.   CLEAN AIR ACT .............................................................................................................41

11.   CLEAN WATER ACT. ................................................................................................... 42

12.   PATENT RIGHTS. ........................................................................................................ 42

13.   RIGHTS IN DATA. ........................................................................................................ 42

14.   PRIVACY. .................................................................................................................... 43

15.   AUDIT AND INSPECTION OF RECORDS. .................................................................. 44

16.   BUY AMERICA PROVISION. ....................................................................................... 44

17.   CARGO PREFERENCE. .............................................................................................. 45

18.   FLY AMERICA.................................................................................................................45

19.   DRUG-FREE WORKPLACE COMPLIANCE AND TESTING. ...................................... 45

20.   INTEREST OF MEMBERS OF, OR DELEGATES TO, CONGRESS............................ 46

21.   POLITICAL ACTIVITY: LOBBYING. ............................................................................ 46
22.   CONFLICT OF INTEREST. .......................................................................................... 47

23.   SECTARIAN INVOLVEMENT PROHIBITED. ............................................................... 48

24.   DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION. ....... 48

25.   BONDING. ................................................................................................................... 48

26.   BID PROTEST PROCEDURES.................................................................................... 49

27.   TERMINATION............................................................................................................. 49

28.   GENERAL REMEDIES/SANCTIONS FOR BREACH OF CONTRACT......................... 50

29.   LIQUIDATED DAMAGES. ............................................................................................ 51

30.   PROJECT SIGNS......................................................................................................... 51

31.   LEGAL AUTHORITY. ................................................................................................... 51

32.   INDEPENDENT CONTRACTOR. ................................................................................. 51

33.   COMMUNICATIONS. ................................................................................................... 51

34.   AMERICANS WITH DISABILITIES ACT COMPLIANCE. ............................................. 52

35.   PREFERENCES FOR RECYCLED PRODUCTS. ........................................................ 52

36.   SEISMIC SAFETY REQUIREMENTS. ......................................................................... 52

37.   HAZARDOUS MATERIALS. ......................................................................................... 52

38.   ENTIRE AGREEMENT. ................................................................................................ 53

39.   CONTINGENT ON FUNDING. ..................................................................................... 53

40.   NO GOVERNMENT OBLIGATION TO THIRD PARTIES. ........................................... 53

41.   PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND
      RELATED ACTS. ........................................................................................................ 53

42.   FEDERAL CHANGES. ................................................................................................ 54

43.   FEDERAL TRANSIT ADMINISTRATION NATIONAL ITS ARCHITECTURE POLICY.. 54

44.   SENSITIVE SECURITY INFORMATION………………..………….………………….……55

45.   SEAT BELT USE….…………………………………………………………….…………….55
46.   ACCESS FOR INDIVIDUALS WITH DISABILITIES…………………………….… .…......55

47.   DISPUTES, BREACHES, DEFAULTS, OR OTHER LITIGATION...................................56

48.   EMPLOYEE PROTECTIONS ...................................................................................... . 56

49.   INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION TERMS......................58

50.   SCHOOL AND CHARTER BUS REQUIREMENTS ........................................................58

51.   ROLLING STOCK ASSIGNABILITY CLAUSE .. .............................................................58

52.   SPECIAL NOTIFICATION REQUIREMENTS FOR STATES......................................... 59

53. TEXTING WHILE DRIVING AND DISTRACTED DRIVING.............................................59




                                                   Page 25 of 83                                       (rev. 2/11/2011)
                       FEDERAL SUPPLEMENTAL CONDITIONS
                                (CONSTRUCTION CONTRACTS)

           As used in these Supplemental Conditions, the term "RTA" shall refer to
           the Regional Transportation Authority in Corpus Christi, Texas, the term
           "Contractor" shall refer to the contractor named in the Contract to which
           these Supplemental Conditions are attached, and the term "FTA" shall refer
           to the Federal Transit Administration.

1.   EQUAL EMPLOYMENT OPPORTUNITY.

     During the performance of the Contract, Contractor agrees as follows:

     1.1 Contractor will not discriminate against any employee or applicant for employment
because of race, color, religion, sex, disability, age, or national origin. Contractor will take affir-
mative action to ensure that applicants are employed, and that employees are treated during
employment without regard to their race, color, religion, sex, disability, age, or national origin.
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 pay or other
forms of compensation; and selection for training, including apprenticeship. Contractor agrees to
post in conspicuous places, available to employees and applicants for employment, notices to
be provided setting forth the provisions of this nondiscrimination clause.

     1.2 Contractor will, in all solicitations or advertisements for employees placed by or on
behalf of Contractor, state that all qualified applicants will receive consideration for employment
without regard to race, color, religion, sex, disability, age, or national origin.

     1.3. Contractor will send to each labor union or representative of workers with which it has
a collective bargaining agreement or other contract understanding, a notice to be provided
advising the said labor union or workers' representatives of Contractor's commitments under
this Section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the
notice in conspicuous places available to employees and applicants for employment.

    1.4. Contractor will comply with all provisions of Executive Order 11246 of September 24,
1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

     1.5. Contractor will furnish all information and reports required by Executive Order 11246
of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor pursuant
thereto, and will permit access to its books, records and accounts by the RTA, FTA and by the
Secretary of Labor for purposes of investigation to ascertain compliance with such rules,
regulations, and orders.

     1.6. In the event of Contractor's noncompliance with the nondiscrimination clauses of the
Contract or with any of the said rules, regulations or orders, the Contract may be canceled,
terminated, or suspended in whole or in part and Contractor may be declared ineligible for
further government contracts or federally-assisted construction contracts in accordance with
procedures authorized in Executive Order 11246 of September 24, 1965, as amended, and
such other sanctions may be imposed and remedies invoked as provided in Executive Order
11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as
otherwise provided by law.



                                            Page 26 of 83                                (rev. 2/11/2011)
     1.7. Contractor will include a citation to 41 C.F.R. Section 60-1.4(b)(1) and Section 60-
1.4(c) and the provisions of subsections 1.1 through 1.7 in every subcontract or purchase order
unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to
Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions shall be
binding upon each subcontractor or vendor. Contractor will take such action with respect to any
subcontract or purchase order as the RTA or FTA may direct as a means of enforcing such
provisions, including sanctions for noncompliance; provided, however, that in the event a
contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor
as a result of such direction by the RTA or FTA, Contractor may request the United States to
enter into such litigation to protect the interests of the United States.

     Each of the above subsections 1.1 through 1.7 shall be included by Contractor in each of
its nonexempt contracts with any subcontractors.

2.   STANDARD FEDERAL EQUAL EMPLOYMENT OPPORTUNITY CONSTRUCTION
     CONTRACT SPECIFICATIONS (EXECUTIVE ORDER 11246).

     2.1. AS USED IN THESE SPECIFICATIONS:

    2.1.1. "Covered area" means the geographical areas described in the solicitation from
which the Contract resulted;

   2.1.2. "Director" means Director, Office of Federal Contract Compliance Programs, U.S.
Department of Labor, or any person to whom the Director delegates authority;

     2.1.3. "Employer identification number" means the federal Social Security Number used on
the employer's quarterly federal tax return, U.S. Treasury Department Form 941;

     2.1.4. "Minority" includes:

    2.1.4.1. Black (all persons having origins in any of the Black African racial groups not of
Hispanic origin);

     2.1.4.2. Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central or South American
or other Spanish culture or origin, regardless of race);

     2.1.4.3. Asian and Pacific Islander (all persons having origins in any of the original Peoples
of the Far East, Southeast Asia, the Indian Subcontinent, or the Pacific Islands); and

     2.1.4.4. American Indian or Alaskan Native (all persons having origins in any of the original
Peoples of North America and maintaining tribal affiliations through membership and
participation or community identification).

     2.2. Whenever Contractor, or any subcontractor at any tier, subcontracts a portion of the
work involving any construction trade, it shall physically include on each subcontract in excess
of $10,000 the provisions of these specifications and the notice which contains the applicable
goals for minority and female participation and which is set forth in the solicitations from which
the Contract resulted.

    2.3. If Contractor is participating (pursuant to 41 C.F.R. Section 60-4.5) in a hometown
plan approved by the U.S. Department of Labor in the covered area, either individually or


                                          Page 27 of 83                              (rev. 2/11/2011)
through an association, its affirmative action obligations for all work in the plan area (including
goals and timetables) shall be in accordance with that plan for those trades which have unions
participating in the plan. Contractors must be able to demonstrate their participation in and
compliance with the provisions of any such hometown plan. Each Contractor or subcontractor
participating in an approved plan is individually required to comply with its obligations under the
EEO clause, and to make a good faith effort to achieve each goal under the plan in each trade
in which it has employees. The overall good faith performance by other contractors or
subcontractors toward a goal in an approved plan does not excuse any covered contractors or
subcontractor's failure to make good faith efforts to achieve the plan goals and timetables.

     2.4. Contractor shall implement the specific affirmative action standards provided in
subsections 2.7.1 through 2.7.16 of these specifications. The goals set forth in the solicitation
from which the Contract resulted are expressed as percentages of the total hours of
employment and training of minority and female utilization Contractor should reasonably be able
to achieve in each construction trade in which it has employees in the covered area. Covered
construction contractors performing construction work in geographical areas where they do not
have a federal or federally-assisted construction contract shall apply the minority and female
goals established for the geographical area where the work is being performed. Goals are
published periodically in the Federal Register in notice form, and such notices may be obtained
from any Office of Federal Contract Compliance Programs office or from federal procurement
contracting officers. Contractor is expected to make substantially uniform progress toward its
goal in each craft during the period specified.

    2.5. Neither the provisions of any collective bargaining agreement, nor the failure by a
union with whom Contractor has a collective bargaining agreement, to refer either minorities or
women shall excuse Contractor's obligations under these specifications, Executive Order
11246, or the regulations promulgated pursuant thereto.

      2.6. In order for the non-working training hours of apprentices and trainees to be counted
in meeting the goals, such apprentices and trainees must be employed by Contractor during the
training period, and Contractor must have made a commitment to employ the apprentices and
trainees at the completion of their training, subject to the availability of employment
opportunities. Trainees must be trained pursuant to training programs approved by the U. S.
Department of Labor.

     2.7 Contractor shall take specific affirmative actions to ensure equal employment
opportunity. The evaluation of Contractor's compliance with these specifications shall be based
upon its effort to achieve maximum results from its actions. Contractor shall document these
efforts fully, and shall implement affirmative action steps at least as extensive as the following:

     2.7.1. Ensure and maintain a working environment free of harassment, intimidation, and
coercion at all sites, and in all facilities at which Contractor's employees are assigned to work.
Contractor, where possible, will assign two or more women to each construction project.
Contractor shall specifically ensure that all foremen, superintendents, and other on-site
supervisory personnel are aware of and carry out Contractor's obligation to maintain such a
working environment, with specific attention to minority or female individuals working at such
sites or in such facilities.

     2.7.2. Establish and maintain a current list of minority and female recruitment sources, pro-
vide written notice to minority and female recruitment sources and to community organizations



                                          Page 28 of 83                              (rev. 2/11/2011)
when Contractor or its unions have employment opportunities available, and maintain a record
of the organizations' responses.

     2.7.3. Maintain a current file of the names, addresses and telephone numbers of each
minority and female off-the-street applicant and minority or female referral from a union, a
recruitment source or community organization and of what action was taken with respect to
each such individual. If such individual was sent to the union hiring hall for referral and was not
referred back to Contractor by the union or, if referred, not employed by Contractor, this shall be
documented in the file with the reason therefore, along with whatever additional actions
Contractor may have taken.

    2.7.4. Provide immediate written notification to the director when the union or unions with
which Contractor has a collective bargaining agreement has not referred to Contractor a
minority person or woman sent by Contractor, or when Contractor has other information that the
union referral process has impeded Contractor's efforts to meet its obligations.

     2.7.5. Develop on-the-job training opportunities and/or participate in training programs for
the area which expressly include minorities and women, including upgrading programs and
apprenticeship and trainee programs relevant to Contractor's employment needs, especially
those programs funded or approved by the Department of Labor. Contractor shall provide
notice of these programs to the sources compiled under subsection 2.7.2 above.

      2.7.6. Disseminate Contractor's EEO policy by providing notice of the policy to unions and
training programs and requesting their cooperation in assisting Contractor in meeting its EEO
obligations; by including it in any policy manual and collective bargaining agreement; by
publicizing it in the company newspaper, annual report, etc.; by specific review of the policy with
all management personnel and with all minority and female employees at least once a year; and
by posting the company EEO policy on bulletin boards accessible to all employees at each
location where construction work is performed.

     2.7.7. Review, at least annually, Contractor’s EEO policy and affirmative action obligations
under these specifications with all employees having responsibility for hiring, assignment, layoff,
termination or other employment decisions including specific review of these items with on-site
supervisory personnel such as superintendents, general foreman, etc., prior to the initiation of
construction work at any job site. A written record shall be made and maintained identifying the
time and place of these meetings, persons attending, subject matter discussed, and disposition
of the subject matter.

      2.7.8. Disseminate Contractor's EEO policy externally by including it in any advertising in
the news media, specifically including minority and female news media, and providing written
notification to and discussing Contractor's EEO policy with other contractors and subcontractors
with whom Contractor does or anticipates doing business.

      2.7.9. Direct its recruitment efforts, both oral and written, to minority, female and com-
munity organizations, to schools with minority and female students and to minority and female
recruitment and training organizations serving Contractor's recruitment area and employment
needs. Not later than one month prior to the date for the acceptance of applications for
apprenticeship or other training by any recruitment source, Contractor shall send written
notification to organizations such as the above, describing the openings, screening procedures,
and tests to be used in the selection process.



                                          Page 29 of 83                              (rev. 2/11/2011)
    2.7.10. Encourage present minority and female employees to recruit other minority persons
and women and, where reasonable, provide after school, summer and vacation employment to
minority and female youth on the site and in other areas of Contractor's workforce.

    2.7.11. Validate all tests and other selection requirements where there is an obligation to
do so under 41 C.F.R. Section 60.3.

    2.7.12. Conduct, at least annually, an inventory and evaluation at least of all minority and
female personnel for promotional opportunities and encourage these employees to seek or to
prepare for, through appropriate training, etc., such opportunities.

    2.7.13. Ensure that seniority practices, job classifications, work assignments and other
personnel practices do not have a discriminatory effect by continually monitoring all personnel
and employment related activities to ensure that the EEO policy and Contractor's obligations
under these specifications are being carried out.

     2.7.14. Ensure that all facilities and company activities are non-segregated except that
separate or single user toilet and necessary changing facilities shall be provided to assure
privacy between sexes.

    2.7.15. Document and maintain a record of all solicitations of offers for subcontractors and
suppliers, including circulation of solicitations to minority and female contractor associations and
other business associations.

   2.7.16. Conduct a review, at least annually, of all supervisors' adherence to and perfor-
mance under Contractor's EEO policy and affirmative action obligations.

       2.8. Contractors are encouraged to participate in voluntary associations which assist in
fulfilling one or more of their affirmative action obligations set forth in subsections 2.7.1 through
2.7.16. The efforts of a contractor association, joint contractor-union, contractor community, or
other similar group of which Contractor is a member and participant, may be asserted as
fulfilling any one or more of its obligations under subsections 2.7.1 through 2.7.16 of these
specifications, provided that Contractor actively participates in the group, makes every effort to
assure that the group has a positive impact on the employment of minorities and women in the
industry, ensures that the concrete benefits of the program are reflected in Contractor's minority
and female workforce participation, makes a good faith effort to meet its individual goals and
timetables, and can provide access to documentation which demonstrates the effectiveness of
actions taken on behalf of Contractor. The obligation to comply, however, is Contractor's and
failure of such a group to fulfill an obligation shall not be a defense for Contractor's noncompli-
ance.

      2.9. A single goal for minorities and a separate single goal for women have been
established. Contractor, however, is required to provide equal employment opportunity and to
take affirmative action for all minority groups, both male and female, and all women, both
minority and non-minority. Consequently, Contractor may be in violation of the Executive Order
if a particular group is employed in a substantially disparate manner (for example, even though
Contractor has achieved its goal for women generally, Contractor may be in violation of the
Executive Order if a specific minority group of women is underutilized).




                                           Page 30 of 83                               (rev. 2/11/2011)
     2.10. Contractor shall not use the goals and timetables of affirmative action standards to
discriminate against any person because of race, color, religion, sex, disability, age, or national
origin.

    2.11. Contractor shall not enter into any subcontract with any person or firm debarred from
government contracts pursuant to Executive Order 11246.

     2.12. Contractor shall carry out such sanctions and penalties for violation of these specifi-
cations and of the equal opportunity clause, including suspension, termination and cancellation
of existing subcontracts as may be imposed or ordered pursuant to Executive Order 11246, as
amended, and its implementing regulations, by the Office of Federal Contract Compliance
Programs. Any contractor who fails to carry out such sanctions and penalties shall be in
violation of these specifications and Executive Order 11246, as amended.

    2.13. Contractor, in fulfilling its obligations under these specifications, shall implement
specific affirmative action steps, at least as extensive as those standards prescribed in
subsection 2.7 of these specifications, so as to achieve maximum results from its efforts to
ensure equal employment opportunity. If Contractor fails to comply with the requirements of the
Executive Order, the implementing regulations, or these specifications, the director shall
proceed in accordance with 41 C.F.R. Section 60-4.8.

     2.14. Contractor shall designate a responsible official to monitor all employment related
activity to ensure that the company EEO policy is being carried out, to submit reports relating to
the provisions hereof as may be required by the FTA and to keep records. Records shall at
least include for each employee the name, address, telephone numbers, construction trade,
union affiliation, if any, employee identification number when assigned, Social Security Number,
race, sex, status (e.g., mechanic, apprentice, trainee, helper, or laborer), dates of changes in
status, hours worked per week in the indicated trade, rate of pay, and locations at which the
work was performed. Records shall be maintained in an easily understandable and retrievable
form; however, to the degree that existing records satisfy this requirement, contractors shall not
be required to maintain separate records.

    2.15. Nothing herein provided shall be construed as a limitation upon the application of
other laws which establish different standards of compliance or upon the application of
requirements for the hiring of local or other area residents (e.g., those under the Public Works
Employment Act of 1977 and the Community Development Block Grant Program).

3.   NOTICE OF REQUIREMENT FOR AFFIRMATIVE ACTION TO ENSURE EQUAL EM-
     PLOYMENT OPPORTUNITY (EXECUTIVE ORDER 11246).

    3.1. Contractor's attention is called to the "Equal Opportunity clause" and the "Standard
Federal Equal Employment Opportunity Construction Contract Specifications" set forth herein.

     3.2. Goals and Timetables.

     3.2.1.The goals and the timetables for minority and female participation, expressed in per-
            centage terms for Contractor's aggregate workforce in each trade on all construction
            work in the covered area, are as follows:




                                          Page 31 of 83                              (rev. 2/11/2011)
GOALS FOR MINORITYGOALS FOR FEMALE
PARTICIPATION IN  PARTICIPATION IN
EACH TRADE            EACH TRADE

41.7%                                   6.9%

     3.2.2. These goals are applicable to all Contractor's construction work (whether or not it is
federal or federally assisted) performed in the covered area. If Contractor performs construction
work in a geographical area located outside of the covered area, it shall apply the goals
established for such geographical area where the work is actually performed. With regard to
this second area, Contractor also is subject to the goals for both its federally involved and non-
federally involved construction.

      3.2.3. Contractor's compliance with the Executive Order and the regulations in 41 C.F.R.
Part 60-4 shall be based on its implementation of the equal opportunity clause, specific
affirmative action obligations required by the specifications set forth in 41 C.F.R. Section 60-
4.3(a), and its efforts to meet the goals. The hours of minority and female employment and
training must be substantially uniform throughout each trade, and Contractor shall make a good
faith effort to employ minorities and women evenly on each of its projects. The transfer of
minority or female employees or trainees from contractor to contractor or from project to project
for the sole purpose of meeting Contractor's goals shall be a violation of the Contract, the
Executive Order, and the regulations in 41 C.F.R. Part 60-4. Compliance with the goals will be
measured against the total work hours performed.

     3.3. Contractor shall provide written notification to the RTA within 10 working days of award
of any construction subcontract in excess of $10,000 at any tier for construction work under the
Contract resulting from this solicitation. The notification shall list the name, address and
telephone number of the subcontractor; employer identification number of the subcontractor;
estimated dollar amount of the subcontract; estimated starting and completion dates of the
subcontract; and the geographical area in which the subcontract is to be performed.

    3.4. As used in this notice, and in the Contract resulting from this solicitation, the "covered
area" is the City of Corpus Christi, Nueces County, Texas.

4.   LABOR PROVISIONS.

     4.1. Minimum Wages.

           4.1.1. 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 con-
struction 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 C.F.R. Part 3), the full amount of wages and bona fide fringe benefits (or cash
equivalents thereof) due at the time of payment computed at rates not less than those contained
in the wage determination of the Secretary of Labor which is attached hereto and made a part
hereof, regardless of any contractual relationship which may be alleged to exist between
Contractor and such laborers and mechanics. Contributions made or costs reasonably
anticipated for bona fide fringe benefits under Section 1(b)(2) of the Davis-Bacon Act on behalf
of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to


                                          Page 32 of 83                              (rev. 2/11/2011)
the provisions of 29 C.F.R. Section 5.5(a)(1)(iv); 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 C.F.R. Section 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 classification and wage
rates conformed under 29 C.F.R. Section 5.5(a)(1)(ii) and the Davis-Bacon Poster (WH-1321),
shall be posted at all times by 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.

    4.2. Classifications.

      4.2.1. 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 therefore only when the following
criteria have been met:

     4.2.2. The work to be performed by the classification requested is not performed by a
classification in the wage determination; and

    4.2.3. The classification is utilized in the area by the construction industry; and

      4.2.4. The proposed wage rate, including any bona fide fringe benefits, bears a reasonable
relationship to the wage rates contained in the wage determination.

     4.2.5. If 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, U.S. Department of Labor, Washington, D.C.
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 neces-
sary.

     4.2.6. In the event Contractor, 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 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.

    4.2.7. The wage rate (including fringe benefits where appropriate) determined pursuant to
29 C.F.R. Section 5.5(a)(i)(1)(B) or Section 5.5(a)(i)(1)(C), shall be paid to all workers per-


                                           Page 33 of 83                                  (rev. 2/11/2011)
forming work in the classification under the Contract from the first day on which work is
performed in the classification.

     4.2.8 . 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, Contractor shall
either pay the benefit as stated in the wage determination or shall pay another bona fide fringe
benefit or an hourly cash equivalent thereof.

     4.2.9. If Contractor does not make payments to a trustee or other third person, Contractor
may consider as part of the wages of any laborer or mechanic the amount of any costs reason-
ably 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 Contractor, that the applicable
standards of the Davis-Bacon Act have been met. The Secretary of Labor may require
Contractor to set aside in a separate account assets for the meeting of obligations under the
plan or program.

    4.3. Withholding.

DOT 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 Contractor, under the Contract or
any other federal contract with the same 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
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, RTA or FTA may, after written notice to 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.

    4.4. Payrolls and Basic Records.

     4.4.1. Payrolls and basic records relating thereto shall be maintained by 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 C.F.R. Section 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 1(b)(2)(B) of the Davis-Bacon Act, 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 costs incurred
in providing such benefits. Contractors employing apprentices or trainees under approved
programs shall maintain written evidence of the registration of apprenticeship programs and


                                           Page 34 of 83                              (rev. 2/11/2011)
certification of trainee programs, the registration of the apprentices and trainees, and the ratios
and wage rates prescribed in the applicable programs.

    4.5. Submission of Records.

     4.5.1. Contractor shall submit weekly for each week in which any Contract work is per-
formed a copy of all payrolls to FTA if FTA is a party to the Contract; but if FTA is not such a
party, Contractor will submit the payrolls to the applicant, sponsor, or owner, as the case may
be (the RTA), for transmission to FTA. The payrolls submitted shall set out accurately and
completely all of the information required to be maintained under 29 C.F.R. Section 5.5(a)(3)(i).
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 No.
029-005-000014-1), U.S. Government Printing Office, Washington, D.C. 20402. The Prime
Contractor is responsible for the submission of copies of payrolls by all subcontractors.

     4.5.2. Each payroll submitted shall be accompanied by a "Statement of Compliance,"
signed by 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:

     4.5.3. That the payroll for the payroll period contains the information required to be main-
tained under 29 C.F.R. Section 5.5(a)(3)(i) and that such information is correct and complete;

     4.5.4. That each laborer or mechanic (including each helper, apprentice, and trainee) em-
ployed 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 direct-
ly or indirectly from the full wages earned, other than the permissible deductions set forth at 29
C.F.R. Part 3;

      4.5.5. 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 speci-
fied in the applicable wage determination incorporated into the Contract.

     4.5.6. 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 29 C.F.R. Section 5.5(a)(3)(ii)(B).

     4.5.7. The falsification of any of the above certifications may subject Contractor or sub-
contractor to civil or criminal prosecution under 18 U.S.C. Section 1001 and 31 U.S.C.
Section 3729.

     4.5.8. Contractor or subcontractor shall make the records required under 29 C.F.R.
Section 5.5(a)(3)(ii) available for inspection, copying, or transcription by authorized
representatives of FTA or the Department of Labor, and shall permit such representatives to
interview employees during working hours on the job. If Contractor or subcontractor fails to
submit the required records or make them available, FTA may, after written notice to 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 make such records available may be grounds for debarment
action pursuant to 29 C.F.R. Section 5.12.




                                          Page 35 of 83                              (rev. 2/11/2011)
    4.6. Apprentices and Trainees.

      4.6.1. 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 journey-
men on the job site in any craft classification shall not be greater than the ratio permitted to
Contractor as to the entire workforce 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 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 Contractor's or subcontractor's registered program shall be observed.
Every apprentice must be paid at not less than the rate specified in the registered program for
the apprentice's level of progress, expressed as a percentage of the journeyman 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
determines that a different practice prevails for the applicable apprentice classification, fringe
benefits shall be paid in accordance with that determination. In the event the Bureau of
Apprenticeship and Training, or a state apprenticeship agency recognized by the Bureau,
withdraws approval of an apprenticeship program, 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.

     4.6.2. Trainees. Except as provided in 29 C.F.R Section 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 less than full fringe benefits for apprentices. Any employee listed on the
payroll at a trainee rate that 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


                                           Page 36 of 83                               (rev. 2/11/2011)
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, 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.

     4.6.3. 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 C.F.R. Part 30.

     4.6.4 . Compliance With Copeland Act Requirements. Contractor shall comply with the re-
quirements of 29 C.F.R. Part 3, which are incorporated herein by reference.

    4.6.5. Contract Termination: Debarment. A breach of the contract clauses in 29 C.F.R.
Section 5.5 may be grounds for termination of the Contract, and for debarment as a Contractor
and a subcontractor as provided in 29 C.F.R. Section 5.12.

     4.6.6 Compliance with Davis-Bacon and Related Act Requirements. All rulings and
interpretations of the Davis-Bacon and related acts contained in 29 C.F.R. Parts 1, 3, and 5 are
incorporated herein by reference.

     4.6.7. Disputes Concerning Labor Standards. Disputes arising out of the labor standards
provisions of the Contract shall not be subject to the general disputes clause of the Contract.
Such disputes shall be resolved in accordance with the procedures of the Department of Labor
set forth in 29 C.F.R. Parts 5, 6, and 7. Disputes within the meaning of this clause include
disputes between Contractor (or any of its subcontractors) and the contracting agency, the U.S.
Department of Labor, or the employees or their representatives.

    4.7. Certification of Eligibility.

      4.7.1. By entering into a third-party contract financed under this Project, Contractor
certifies that neither it (nor he or she) nor any person or firm that has an interest in 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 C.F.R. Section 5.12(a)(1).

    4.7.2. No part of the 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 C.F.R
Section 5.12(a)(1).

    4.7.3. The penalty for making false statements is prescribed in the U.S. Criminal Code,
18 U.S.C. Section 1001.

     4.8. 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 he or she is
employed on such work to work in excess of forty hours in the work week unless such laborer or
mechanic received 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 work week.




                                           Page 37 of 83                               (rev. 2/11/2011)
     4.9. Violation; Liability for Unpaid Wages; Liquidated Damages. In the event of any
violation of the requirements of 29 C.F.R. Section 5.5(b)(1), 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 liquidated damages.
Such liquidated damages shall be computed with respect to each individual laborer or
mechanic, including watchmen and guards, employed in violation of 29 C.F.R. Section 5.5(b)(1)
in the sum of $10 for each calendar day on which such individual was required or permitted to
work in excess of the standard work week of forty hours without payment of the overtime wages
required by 29 C.F.R. Section 5.5(b)(1).

     4.10. Withholding For Unpaid Wages And Liquidated Damages. FTA or the RTA 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 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 at 29 C.F.R.
Section 5.5(b)(2).

     4.11. Subcontracts. Contractor or any subcontractor shall insert in any subcontracts the
clauses set forth in subsections 4.1 through 4.12 of this section and also a clause requiring the
subcontractors to include these clauses in any lower tier subcontracts. Contractor shall be
responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set
forth in subsections 4.1 through 4.12 of this section.

5.   TITLE VI COMPLIANCE.

      During the performance of the Contract, Contractor, for itself, its assignees and successors
in interest, agrees as follows:

     5.1. Compliance with Regulations. Contractor shall comply with the regulations relative to
nondiscrimination in federally-assisted programs of the U.S. Department of Transportation
(hereinafter "USDOT") Title 49 C.F.R. Part 21, as they may be amended from time to time
(hereinafter referred to as the "Regulations"), which are herein incorporated by reference and
made a part of the Contract.

     5.2. Nondiscrimination. Contractor, with regard to the work performed by it during the Con-
tract, shall not discriminate on the grounds of race, religion, color, sex, disability, age, or
national origin in the selection and retention of subcontractors, including procurements of
materials and leases of equipment. Contractor shall not participate either directly or indirectly in
the discrimination prohibited by Section 21.5 of the Regulations, including employment practices
when the contract covers a program set forth in Appendix B of the Regulations.

     5.3. Solicitation for Subcontracts, Including Procurement of Materials and Equipment. In
all solicitations either by competitive bidding or negotiation made by Contractor for work to be
performed under a subcontract, including procurements of materials or leases of equipment,
each potential subcontractor or supplier shall be notified by Contractor of Contractor's
obligations under the Contract and the Regulations relative to nondiscrimination on the grounds
of race, religion, color, sex, disability, age, or national origin.


                                            Page 38 of 83                                (rev. 2/11/2011)
     5.4. Information and Reports. Contractor shall provide all information and reports
required by the Regulations or directives issued pursuant thereto, and shall permit access to its
books, records, accounts, other sources of information, and its facilities as may be determined
by the RTA or FTA to be pertinent to ascertain compliance with such Regulations, orders and
instructions. Where any information is required or a contractor is in the exclusive possession of
another who fails or refuses to furnish this information, Contractor shall so certify to the RTA or
FTA, as appropriate, and shall set forth what efforts it has made to obtain the information.

    5.5. Sanctions for Noncompliance. In the event of Contractor's noncompliance with the
nondiscrimination provisions of the Contract, the RTA shall impose such contract sanctions as it
or FTA may determine to be appropriate, including, but not limited to:

    5.5.1. Withholding of payments to Contractor under the Contract until Contractor complies,
and/or

     5.5.2. Cancellation, termination or suspension of the Contract, in whole or in part.

      5.6. Incorporation of Provisions. Contractor shall include the provisions of subsections
5.1 through 5.5 of this section in every subcontract, including procurements of materials and
leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto.
Contractor shall take such action with respect to any subcontract or procurement as the RTA or
FTA may direct as a means of enforcing such provisions including sanctions for noncompliance;
provided, however, that, in the event a Contractor becomes involved in, or is threatened with,
litigation with a subcontractor or supplier as a result of such direction, Contractor may request
the RTA to enter into such litigation to protect the interests of the RTA, and, in addition,
Contractor may request the services of the U.S. Attorney General in such litigation to protect the
interests of the United States.

6.   DISADVANTAGED BUSINESS ENTERPRISES (DBEs).

     6.1. Policy. It is the policy of USDOT and the RTA that disadvantaged business
enterprises as defined in 49 C.F.R. Part 26 shall have the maximum opportunity to participate in
the performance of contracts financed in whole or in part with federal funds under the Contract.
Consequently, the DBE requirements of 49 C.F.R. Part 26 applies to the Contract.

     6.2. DBE Obligation. The RTA and Contractor agree to ensure that DBE contractors and
subcontractors as defined in 49 C.F.R. Part 26 have the maximum opportunity to participate in
the performance of contracts and subcontracts financed in whole or in part with federal funds
provided under the Contract. In this regard, the RTA and Contractor shall take all necessary
and reasonable steps in accordance with 49 C.F.R. Part 26 and this provision to ensure that
DBEs have the maximum opportunity to compete for and perform contracts. Neither the RTA
nor its Contractor shall discriminate on the basis of race, creed, color, national origin, disability,
age, or sex in the award and performance of USDOT-assisted contracts.

     6.3. All determinations of compliance or noncompliance shall be made by the RTA as
provided herein. All such determinations shall be final and binding, except that an appeal from
an adverse decision by the RTA may be taken by the affected DBE contractor to USDOT to the
extent provided under 49 C.F.R. Section 26.89. Nothing hereby shall be construed to diminish
the legal responsibility or authority of the RTA. Failure to carry out the requirements set forth in
49 C.F.R. Part 26 and in this provision shall constitute a breach of the Contract, and, after


                                           Page 39 of 83                                (rev. 2/11/2011)
notification to USDOT, may result in termination of the Contract or such other remedies as the
RTA deems appropriate.

     6.4. For all contracts for which contract goals have been established, the apparent
successful competitor will be required to submit DBE participation information to the RTA, and
the award of the contract will be conditioned upon satisfaction of the requirements established
by the RTA pursuant to this subsection. The apparent successful competitor's submission shall
include the following information:

     6.4.1. The names and addresses of DBE firms that will participate in the Contract;

     6.4.2. A description of the work each named DBE firm will perform;

     6.4.3. The dollar amount of participation by each named DBE firm.

     6.5. Prompt Payment of Subcontractors.

    6.5.1. Contractor shall pay each of its subcontractors for satisfactory performance of its
subcontract no less than twenty (20) days from the date of receipt of each payment made by
RTA to Contractor. Contractor also shall promptly return retainage payments from Contractor to
each of its subcontractors within twenty (20) days after the subcontractor’s work is satisfactorily
completed.

     6.5.2. Failure to comply with the requirements of this provision may result in the levy of a
penalty by the RTA in the amount of four percent (4%) of the late payment. Delays in payment
may take place upon a showing of good cause, which good cause must be approved in writing
by the RTA in advance.

    6.5.3. Contractor agrees to include in its subcontracts language providing for alternative
dispute resolution to resolve payment disputes through the Nueces County Dispute Resolution
Services or alternative means acceptable to the RTA.

     6.5.4. Contractor shall not be reimbursed for any work performed by subcontractors unless
and until Contractor ensures that the subcontractors are promptly paid for the work they have
performed.

    6.5.5. Contractor shall include the substance of this clause in any subcontract with a party
which may be using a subcontractor for the performance of any of the work under this Contract.

7.   ENERGY CONSERVATION.

     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 U.S.C. Section 6321, et seq.




                                          Page 40 of 83                              (rev. 2/11/2011)
8.   MITIGATION OF ADVERSE ENVIRONMENTAL EFFECTS.

     Should the proposed Project cause adverse environmental effects, Contractor shall take all
responsible steps to minimize such effects pursuant to 49 U.S.C. Section 303, 49 U.S.C.
Section 5303, other applicable statutes, and the procedures set forth in 23 C.F.R. Part 771.
Contractor shall undertake all environmental mitigation measures that may be identified in
applicable environmental documents such as environmental assessments, environmental
impact statements, memoranda of agreements, Section 4(f) statements, and with any conditions
imposed by FTA as part of a finding of no significant impact or a record of decision; all such
mitigation measures are incorporated in and made part of the Contract by reference. Such
mitigation measures may not be modified or withdrawn without the express written approval of
the RTA and FTA.

9.   USE OF FLY ASH IN CEMENT AND CONCRETE.

Contractor shall make all appropriate efforts to foster the use of fly ash in cement and concrete,
in carrying out the Project, substantially in compliance with EPA Guidelines set forth at 40
C.F.R. Part 247. Should Contractor make a determination that the use of fly ash is inappropriate
in a particular procurement of cement or concrete, Contractor shall provide the RTA and FTA a
written justification to support that decision.

10. CLEAN AIR ACT.

     Except to the extent the Federal Government determines otherwise in writing, the
Contractor agrees to comply with all applicable Federal laws and regulations and follow
applicable Federal directives implementing the Clean air Act, as amended, 42 U.S.C. Section
7401 through 7671q. Specifically:

     10.1 The Contractor agrees to comply with the applicable requirements of subsection
176(c) of the Clean air Act, 42 U.S.C. Section 7506 (c); to comply with U.S. EPA regulations,
“Determining Conformity of Federal Actions to State or Federal Implementation Plans,” 40
C.F.R. Part 93, Subpart A; and to comply with any other applicable Federal conformity
regulations that may be promulgated at a later date. To Support the requisite air quality
conformity finding for the Project, the Contractor agrees to implement each air quality mitigation
or control measure incorporated in the applicable documents accompanying approval of the
Project. The Contractor further agrees that any Project identified in an applicable State
Implementation Plan (SIP) as a Transportation control Measure will be wholly consistent with
the design concept and scope of the Project described in the SIP.

     10.2 U.S. EPA also imposes requirements implementing the Clean Air Act, as amended,
that may apply to public transportation operators, particularly operators of large public
transportation bus fleets. Accordingly, to the extent they apply to the Project, the Contractor
agrees to comply with U.S. EPA regulations, “Control of air Pollution from New and In-Use
Motor Vehicles and New and In-Use Motor Vehicle Engines,” 40 C.F.R. Part 86; and U.S. EPA
regulations “Fuel Economy of Motor Vehicles,” 40 C.F.R. Part 600, and any revisions thereto.

     10.3 The Contractor agrees to comply with the notice of violating facility provisions of
section 306 of the Clean Air Act, as amended, 42 U.S.C. Section 7414, and facilitate
compliance with Executive Order No. 11738, “Administration of the Clean air Act and the
Federal Water Pollution control Act with Respect to Federal Contracts, Grants, or Loans, “ 42
U.S.C. Section 7606 note.


                                          Page 41 of 83                              (rev. 2/11/2011)
11. CLEAN WATER ACT

     Except to the extent the Federal Government determines otherwise in writing, the
Contractor agrees to comply with all applicable Federal laws and regulations and follow
applicable Federal directives implementing the Clean Water Act, as amended, 33 U.
S.C. Section 1251 through 1377. Specifically:

     11.1 The Contractor agrees to protect underground sources of drinking water in compliance
with the Safe Drinking Water Act of 1974, as amended, 42 U.S.C. Section 300f through 300j-6.

     11.2 The Contractor agrees to comply with the notice of violating facility provisions of
section 508 of the Clean Water Act, as amended, 33 U.S.C. Section 1368, and facilitate
compliance with Executive Order No. 11738, “Administration of the Clean Air Act and the
Federal Water Pollution control Act with Respect to Federal Contracts, Grants, or Loans,” 42
U.S.C. Section 7606 note.

12. PATENT RIGHTS.

     If any invention, improvement, or discovery of Contractor is conceived or first actually
reduced to practice in the course of or under this Project, which invention, improvement, or
discovery may be patentable under the laws of the United States of America or any foreign
country, Contractor shall immediately notify the RTA and FTA and provide a detailed report.
The rights and responsibilities of Contractor, the RTA and FTA with respect to such invention,
improvement, or discovery will be determined in accordance with applicable federal laws,
regulations, policies, and any waiver thereof.

13. RIGHTS IN DATA.

     13.1. The term "subject data" as used herein means recorded information, whether or not
copyrighted, that is delivered or specified to be delivered under the Contract. The term includes
graphic or pictorial delineations in media such as drawings or photographs; text in specifications
or related performance 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 associ-
ated lists, specifications, standards, process sheets, manuals, technical reports, catalog item
identifications, and related information. The term does not include financial reports, costs
analyses, and similar information incidental to Contract administration.

     13.2. All "subject data" first produced in the performance of the Contract shall be the sole
property of the RTA and FTA. Contractor agrees not to assert any rights at common law or
equity and agrees not to establish any claim to statutory copyright in such data. Except for its
own internal use, Contractor shall neither publish nor reproduce such data in whole or in part, or
in any manner or form, nor authorize others to do so, without the written consent of the RTA and
FTA until such time as the RTA and FTA may have released such data to the public; this
restriction, however, does not apply to contracts with academic institutions.

     13.3. Contractor agrees to grant and does hereby grant to the RTA and FTA and to their
officers, agents, and employees acting within the scope of their official duties, a royalty-free,
nonexclusive, irrevocable license throughout the world:



                                          Page 42 of 83                             (rev. 2/11/2011)
    13.3.1. To publish, translate, reproduce, deliver, perform, use and dispose of, in any
manner, any and all data not first produced or composed in the performance of the Contract but
which is incorporated in the work furnished under the Contract; and

    13.3.2. To authorize others so to do.

     13.4. Contractor shall indemnify, save and hold harmless the RTA and FTA, their 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 RTA or
FTA of proprietary rights, copyrights, or right of privacy, arising out of the publication,
translation, reproduction, delivery, performance, use, or disposition of any data furnished under
the Contract.

     13.5. Nothing contained in this clause shall imply a license to the RTA or FTA under any
patent or be construed as affecting the scope of any license or other right otherwise granted to
the RTA or FTA under any patent.

     13.6. Subsections 12.3 and 12.4 above of the Contract are not applicable to material
furnished to Contractor by the RTA or FTA and incorporated in the work furnished under the
Contract; provided that such incorporated material is identified by the RTA at the time of delivery
of such work.

     13.7. In the event that the Project, which is the subject of the Contract, is not completed,
for any reason whatsoever, all data generated for the Project shall become subject data as
defined in Section 12.1 of the Contract and shall be delivered as the RTA and FTA may direct.

14. PRIVACY.

    14.1. Contractor agrees:

     14.1.1. To comply with the Privacy Act of 1974, 5 U.S.C. Section 552a (the “Privacy Act”)
and regulations there under, when performance under the Contract involves the design,
development, or operation of any system of records on individuals to be operated by Contract or
its employees to accomplish a governmental function;

     14.1.2. To notify the RTA and FTA when Contractor anticipates operating a system of re-
cords on behalf of the RTA in order to accomplish the requirements of the Contract, if such
system contains information about individuals, which information will be retrieved by the
individual's name or other identifier assigned to the individual. A system of records subject to
the Privacy Act may not be employed in the performance of the Contract until the necessary
approval and publication requirements applicable to the system have been carried out. Con-
tractor agrees to correct, maintain, disseminate, and use such records in accordance with the
requirements of the Privacy Act, and to comply with all applicable requirements of the Privacy
Act;

     14.1.3. To include the Privacy Act Notification contained in the Contract in every third party
contract solicitation and in every third party contract when the performance of work under that
proposed third party contract may involve the design, development, or operation of a system of
records on individuals to be operated under the contract to accomplish a governmental function;
and



                                          Page 43 of 83                              (rev. 2/11/2011)
    14.1.4. To include this clause, including this subsection, in all third party contracts under
which work for the Contract is performed or which is awarded pursuant to the Contract or which
may involve the design, development, or operation of such a system of records on behalf of the
RTA.

In addition, failure to comply with the provisions of the Privacy Act or of this clause will make the
Contract subject to termination.

    14.2. The terms used in this clause have the following meanings:

    14.2.1. "Operation of a system of records" means performance of any of the activities
associated with maintaining the system of records on behalf of the RTA, including collection,
use and dissemination of records.

     14.2.2. "Record" means any item, collection, or grouping of information about an individual
that is maintained by Contractor on behalf of the RTA, including, but not limited to, his
education, financial transactions, medical history, and criminal or employment history and that
contains his name, or the identifying number, symbol, or other identifying particular assigned to
the individual, such as a finger or voice print or a photograph.

     14.2.3. "System of records" on individuals means a group of any records under the control
of Contractor on behalf of the RTA from which information is retrieved by the name of the indi-
vidual or by some identifying number, symbol or other identifying particular assigned to the
individual.

15. AUDIT AND INSPECTION OF RECORDS.

      Contractor agrees that the RTA, FTA, the Comptroller General of the United States, or any
of their duly authorized representatives, shall, for the purpose of audit and examination, be
permitted to inspect all work, materials, payrolls, and other data and records with regard to the
Project, and to audit the books, records and accounts with regard to the Contract. Further,
Contractor agrees to maintain all required records for at least three years after grantees make
final payments and all other pending matters are closed.

     Contractor agrees to require, and assures that its subcontractors require, their third party
contractors and third party subcontractors at each tier to provide to the U.S. Secretary of
Transportation and the Comptroller General of the United States or their duly authorized
representatives, access to all third party contract records as required by 49 U.S.C. Section
5325(g). the Contractor further agrees to require and assures that its subcontractors require,
their third party contractors and third party subcontractors, at each tier, to provide sufficient
access to third party procurement records as needed for compliance with Federal laws and
regulations or to assure proper Project management as determined by FTA.

16. BUY AMERICA PROVISION. (Required for contracts over $100,000.)

    The Contract is subject to the Federal Transit Administration Buy America Requirements in
49 C.F.R. 661. A Buy America Certificate, as per the following format, must be completed and
submitted with the bid for all bids with a value greater than $100,000 for construction or
manufactured goods. A bid which does not include the certificate will be considered non-
responsive. A waiver from the Buy America Provision may be sought by the RTA if grounds for
the waiver exist. Section 165(a) of the Surface Transportation Assistance Act of 1982 permits


                                           Page 44 of 83                               (rev. 2/11/2011)
FTA participation on the Contract only if steel, cement, and manufactured products used in the
contract are produced in the United States.

17. CARGO PREFERENCE.

     To the extent applicable, the Contractor agrees to comply with 46 U.S.C. and 55305 and U.
S. Maritime Administration Regulations, “Cargo Preference-U.S.-Flag Vessels,” 46 C. F. R. Part
381.

Use of United States-Flag Vessels: (Applies to contracts involving equipment, materials,
or commodities which may be transported by ocean vessels).

      Contractor agrees:

     17.1. To utilize 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, materials, or commodities pursuant to this
section, to the extent such vessels are available at fair and reasonable rates for United States-
flag commercial vessels.

     17.2. To furnish one legible copy of a rated on-board ocean bill of lading for each shipment
to both (i) the RTA and (ii) the Office of Cargo Preference, Maritime Administration (MAR-590),
400 Seventh Street, SW, Washington, DC 20590. Subcontractor bills of lading shall be
submitted through Contractor. Contractor shall furnish these bill of lading copies (i) within 20
working days of the date of loading for shipments originating in the United States, or (ii) within
30 working days for shipments originating outside the United States. Each bill of lading copy
shall contain the following information: (A) Sponsoring U.S. Government agency. (B) Name of
vessel. (C) Vessel flag of registry. (D) Date of loading. (E) Port of loading. (F) Port of final
discharge. (G) Description of commodity. (H) Gross weight in pounds and cubic feet if available.
(I) Total ocean freight revenue in U.S. dollars.

      17.3. To insert the substance of the provisions of this clause in all subcontracts issued
             pursuant to the Contract.

18.    FLY AMERICA.

The contractor understands and agrees that the Federal Government will not participate in the
costs of international air transportation of any individuals involved in or property acquired for the
Project unless that air transportation is provided by U.S.-flag air carriers to the extent such
service is available, in compliance with section 5 of the International Air Transportation Fair
Competitive Practices Act of 1974, as amended, 49 U.S.C. Section 40118, and U.S. GSA
regulations, “Use of United States Flag Air Carriers,” 41 C.F.R. Section 301-10.131 through
301-10.143.

19. DRUG-FREE WORKPLACE COMPLIANCE AND TESTING.

     19.1. (This subsection only applies to contracts in excess of $25,000). Contractor agrees
to comply with the Drug-Free Workplace Act and certifies as follows:




                                           Page 45 of 83                               (rev. 2/11/2011)
    19.1.1. Contractor has published a statement notifying employees that the unlawful
manufacture, distribution, dispensation, possession, or use of a controlled substance is
prohibited in the workplace, and specifying the consequences of any such employee violation.

     19.1.2. Contractor has established a drug-free awareness program to inform employees of
the dangers of drug abuse in the workplace, Contractor's policy of maintaining a drug-free
workplace, the availability of counseling, rehabilitation and employee assistance programs, and
the penalties which may be imposed for drug abuse violation.

    19.1.3. Contractor has given a copy of the policy statement to each of Contractor's
employees engaged in the performance of the Contract.

     19.1.4. Contractor has notified the employees in such statement that, as a condition for
employment under the Contract, the employee will abide by the terms of the statement and
notify Contractor of any conviction or violation of a criminal drug statute in the workplace no later
than 5 days after the conviction.

     19.1.5. Contractor shall notify the RTA within 10 days after receipt of notice of a conviction
of an employee.

     19.1.6. Contractor agrees to take disciplinary action against any employee convicted for
violation of any criminal drug statute in the workplace or require such employee's participation in
a drug abuse assistance or rehabilitation program.

    19.1.7.   Contractor shall make a good faith effort to continue to maintain a drug-free
workplace.

    19.2. Contractor shall comply with the requirements of the drug and alcohol testing of
employees engaged in safety sensitive functions, 49 C.F.R. Part 655.

20. INTEREST OF MEMBERS OF, OR DELEGATES TO, CONGRESS.

     In accordance with 18 U.S.C. Section 431, no member of, or delegates to, the Congress of
the United States shall be admitted to a share or part of the Contract or to any benefit arising
there from.

21. POLITICAL ACTIVITY: LOBBYING. (Required for contracts over $100,000.)

No funds provided under this Contract may be used in any way for influencing or attempting to
influence in any manner an officer or employee of any agency, state or local legislatures, a
Member of Congress or their employees, or an officer or employee 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, load, or cooperative
agreement. If any funds other than Federal appropriated funds have been paid or will be paid
for such activities, Contractor or any subcontractor at any tier of a project expending such funds
shall complete and submit Standard Form-LLL “Disclosure Form to Report Lobbying” in
accordance with its instructions. Contractor shall comply with requirements of “New Restrictions
on Lobbying”: Certification and Disclosure Requirements imposed by 49 C.F.R. Part 20.




                                           Page 46 of 83                               (rev. 2/11/2011)
22.    CONFLICTS OF INTEREST.

       22.1. General. No employee, officer, board member, or agent of RTA shall participate
in selection or in the award or administration of the Contract if a conflict of interest, real or
apparent, would be involved. Such conflict would arise when any one of the following parties
has a substantial interest in the Contract:

               An RTA employee, officer, or board member;

       Any relative of one of the above who is a Spouse, father, mother, brother, sister, son,
       daughter, spouse's children, father-in-law, mother-in-law, brother-in-law, sister-in-law,
       son-in-law, daughter-in-law, with adoptive relationships and step-parents, step-siblings
       and step-children being treated the same as natural relationships; and any corporation,
       firm or other organization which employs, or is about to employ any of the above
       persons.

         22.2. Gratuities. RTA’s officers, employees, board members or agents shall neither
solicit nor accept gratuities, favors or anything of monetary value from contractors, potential
contractors, or parties to subcontracts.

        22.3. Organizational Conflicts. RTA awards contracts only to contractors who do not
give rise to a potential organizational conflict of interest as defined in its procurement policy and
the definition below, which states:

                "An 'organizational conflict of interest' exists when the nature of the work
       to be performed under a proposed RTA contract may, without some form of
       restriction on future activities, (a) result in an unfair competitive advantage to
       Contractor or (b) impair Contractor's objectivity in performing the contract work."

                22.3.1. Contractor agrees to notify RTA, in writing, within five (5) working days
       after it becomes aware of any potential or actual organizational conflict of interest
       pursuant to the above. Contractor has the responsibility of formulating and forwarding a
       proposed mitigation plan to the Contracting Officer for review and consideration.

               22.3.2. Contractor agrees to notify RTA, in writing within thirty (30) calendar days
       of the effective date of any corporate mergers, acquisitions, and/or divestures that may
       affect this provision.

               22.3.3. Contractor’s misrepresentation of facts in connection with a conflict of
       interest reported or a Contractor’s failure to disclose a conflict of interest as required
       shall be a basis for default termination of the Contract.

        22.4. Use of Information. Contractor may have access to confidential and/or sensitive
RTA information in the course of Contract performance. Additionally, Contractor may be
provided access to proprietary information obtained from other contracted entities during
Contract performance. To the extent that Contractor either (1) uses confidential and/or sensitive
RTA information, or proprietary information obtained from other RTA contractors, to develop any
form of document, report, or concept plan that is determined by the Contracting Officer to be the
basis, in whole or in part, of any subsequent competitive solicitation issued by RTA, or (2)
develops written specifications that are used in any subsequent competitive solicitation issued
by RTA, Contractor agrees that it shall not be eligible to compete for such subsequent


                                           Page 47 of 83                                (rev. 2/11/2011)
competitive solicitation(s) as a prime contractor or first-tier subcontractor, or as part of any
teaming arrangement, unless the Contracting Officer provides, in writing, a specific waiver of
this restriction.


23. SECTARIAN INVOLVEMENT PROHIBITED.

     Contractor shall ensure that no funds under the Contract are used directly or indirectly in
the support of any religious or anti-religious activity, worship or instruction.

24. DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION.

      The Contractor agrees to comply, and assures the compliance of each subcontractor,
lessee, third party contractor, or other participant at any tier of the Project, with Executive
Orders Nos 12549 and 12689, “Debarment and Suspension,” 31 U.S.C. Section 6101 note, and
U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 C.F.R. Part 1200,
which adopts and supplements the provisions of U. S. Office of Management and Budget (U.S.
OMB) “Guidelines to Agencies on Governmentwide Debarment and Suspension
(Nonprocurement),” 2 C.F.R. Part 180. The Contractor agrees to, and assures that its
subcontractors, lessees, third party contractors, and other participants at any tier of the Project
will, review the “Excluded Parties Listing System” at http://epls.gov/ before entering into any
subagreement, lease, third party contract, or other arrangement in connection with the Project.

25. BONDING.

    (These provisions are applicable if the total contract amount exceeds $25,000.)

     25.1. A bid guarantee is required from each bidder equivalent to five percent of the bid
price. The "bid guarantee" shall consist of a firm commitment such as a bid bond, certified
check, or other negotiable instrument accompanying a bid as assurance that the bidder will,
upon acceptance of its bid, execute such contractual documents as may be required within the
time specified.

      25.2. A payment bond is required on the part of Contractor for 100 percent of the Contract
price. A "payment bond" is one executed in connection with a contract to assure payment as
required by law of all persons supplying labor and material in the execution of the work provided
for in the Contract.

    25.3. For contracts exceeding $100,000, a performance bond is required on the part of
Contractor for 100 percent of the Contract price. A "performance bond" is one executed in
connection with a contract to secure fulfillment of all Contractor's obligations under such
Contract.

    25.4. All of the above-mentioned bonds shall be issued by a surety company licensed to do
business in Texas acceptable to the RTA. The attorney-in-fact who executed the bond on
behalf of the surety shall affix to the bond an original or certified, current copy of his or her
power of attorney, indicating the monetary limit of such power.




                                           Page 48 of 83                              (rev. 2/11/2011)
26. BID PROTEST PROCEDURES.

      26.1. An appeal of any decision made by the RTA under its bidding procedures may be
made by notifying the RTA's Chief Executive Officer, in writing, within five (5) business days fol-
lowing the action being appealed. The appeal shall state the name and address of the protes-
tor, refer to the Project number and description of the solicitation, and contain a statement of the
grounds for protest and any supporting documentation. Any appeals received by the RTA later
than five (5) business days after the appealed action will not be considered. The RTA's Chief
Executive Officer shall respond in writing to any such appeal within five (5) business days from
the date the protest is submitted.

     26.2. The RTA shall not award any Contract during the five-day period following its
decision on a bid protest provided in subsection 24.3 below except in accordance with the
provisions and limitations of Circular 4220.1F. After the five-day period, the RTA shall confirm
with FTA that FTA has not received a protest on the contract in question.

     26.3. In the event a bidder should be dissatisfied with the RTA's decision, an appeal may
be made to FTA. Such appeal shall be filed in writing with the FTA Regional Office no later than
five (5) days after the final determination by the RTA, and a copy of any such appeal must be
concurrently sent to the RTA. Please note that the five (5) days allowed in this subsection refer
to working days of the federal government. The appeal filed with FTA shall include:

    the name and address of the protestor;

    the name of the RTA, the Project number and the number of the solicitation;

    a statement of the grounds for the protest and any supporting documentation (this
    statement should detail the alleged failure to follow proper contracting or protest proce-
    dures or the alleged failure to have protest procedures and be fully supported to the extent
    possible); and

    a copy of the protest filed with the RTA, and a copy of the RTA's decision.

     26.4. Upon appeal to FTA under these procedures, the RTA shall either (a) suspend all
proceedings under the solicitation documents and give notice that the bid date, bid opening, or
contract award (whichever is applicable) has been rescheduled or indefinitely postponed
pending FTA action on the protest, or (b) continue the contracting proceedings as scheduled if
any of the following elements are present: the items to be procured are urgently required,
delivery or performance will be unduly delayed by failure to make the award promptly, or failure
to promptly award will otherwise cause undue harm to the RTA or FTA. In the event the RTA
determines that the contracting procedures should be continued as scheduled during the
pendency of the appeal, the RTA will notify FTA of such decision prior to making such award.

    26.5. Any review, by an entity other than FTA, of the RTA's decision on a bid protest shall
be based upon the substantial evidence rule. The sole criteria to be used in determining
whether or not the RTA's decision should be upheld shall be whether or not substantial
evidence can be shown to support the RTA's decision.

     26.6. Upon request, the RTA will provide a bidder with a copy of the bid protest procedures
issued by FTA to all federal grantees under Circular 4220.1F.



                                           Page 49 of 83                              (rev. 2/11/2011)
27. TERMINATION.

     27.1. Termination for Convenience. The RTA may terminate the Contract, in whole or in
part, at any time by written notice to Contractor. Contractor shall be paid its costs, including
Contract close-out costs, and profit on work performed up to the time of termination. Contractor
shall promptly submit its termination claim to RTA to be paid. If Contractor has any property in
its possession belonging to the Authority, Contractor will account for the same, and dispose of it
in the manner the Authority directs.

     27.2. Termination for Default. If Contractor does not deliver supplies in accordance with
the Contract delivery schedule, or, if the Contract is for services, Contractor fails to perform in
the manner called for in the Contract, or if Contractor fails to comply with the other provisions of
the Contract, the RTA may terminate the Contract for default. Termination shall be effected by
serving a notice of termination on Contractor setting forth the manner in which Contractor is in
default. Contractor will only be paid Contractor 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 RTA that Contractor had an excusable reason for not
performing, such as a strike, fire, flood, or events which are not the fault of or are beyond the
control of Contractor, the RTA, after setting up a new delivery of performance schedule, may
allow Contractor to continue work, or treat the termination as a termination for convenience.

     27.3. Termination for Cost-Type Contracts. The RTA may terminate cost-type contracts, or
any portions of same, by serving a notice of termination on Contractor. The notice shall state
whether the termination is for convenience of the RTA or for the default of Contractor. If the
termination is for default, the notice shall state the manner in which Contractor has failed to
perform the requirements of the Contract. Contractor shall account for any property in its
possession paid from funds received from the RTA or property supplied to Contractor by the
RTA. If the termination is for default, the RTA may fix the fee, if the Contract provides for a fee,
to be paid Contractor in proportion to the value, if any, of work performed up to the time of
termination. Contractor shall promptly submit its termination claim to the RTA.

     If the termination is for the convenience of the RTA, Contractor shall be paid its Contract
close-out costs, and a fee, if the Contract provided for payment of a fee, in proportion of the
work performed up to the time of termination.

      If after serving a notice of termination for default, the RTA determines that Contractor has
an excusable reason for not performing, such as strike, fire, flood, or events which are not the
fault of and are beyond the control of Contractor, the RTA, after setting up a new work schedule,
may allow Contractor to continue work, or treat the termination as a termination for
convenience.

28. GENERAL REMEDIES/SANCTIONS FOR BREACH OF CONTRACT

     In the event of any default under the Contract, the RTA may take whatever action at law or
in equity as may appear necessary or desirable to enforce performance and observance of any
obligations, agreement, or covenant of Contractor under the Contract. No remedy herein
conferred upon or reserved to the RTA is intended to be exclusive of any other available remedy
or remedies, but each and every such remedy shall be cumulative and shall be in addition to
every other remedy given under the Contract or now or hereafter existing at law or in equity or
by statute. No delay or omission to exercise any right or power accruing upon default shall


                                           Page 50 of 83                              (rev. 2/11/2011)
impair any such right or power or shall be construed to be a waiver thereof, but any such right or
power may be exercised from time to time and as often as may be deemed expedient. In order
to entitle the RTA to exercise any remedy reserved to it in this section, it shall not be necessary
to give any notice other than such notice as may be herein expressly required. In the event any
provision, covenant, or agreement contained in the Contract should be breached by Contractor
and thereafter waived by the RTA, such waiver shall be limited to the particular breach so
waived and shall not be deemed to waive any other breach hereunder.

29. LIQUIDATED DAMAGES

     The time of completion is the essence of the Contract. For each day that any work shall
remain uncompleted after the time specified in the Contract, or any increase in time granted by
the RTA or due to additions to the work, the sum specified in the Bid Documents per day will be
deducted from the monies due Contractor, not as a penalty but as liquidated damages. Such
sum of money so deducted for such delay, failure or non-completion shall be treated as
reasonable liquidated damages since it would be impracticable and extremely difficult to fix an
amount of actual damages suffered by the RTA. Any such amount of liquidated damages shall
be deducted from any amounts owing to Contractor.

30. PROJECT SIGNS.

     Contractor shall erect at the site of construction, and maintain during construction, signs
satisfactory to US DOT identifying the Project and indicating that FTA is participating in the
development of the Project.

31. LEGAL AUTHORITY.

    Contractor assures and guarantees that it possesses the legal authority to enter into the
Contract, to receive the funds authorized by the Contract, and to perform the services
Contractor has obligated itself to perform under the Contract. The person signing the Contract
on behalf of Contractor hereby warrants that he/she has been fully authorized by Contractor to
execute the Contract on behalf of Contractor and to validly and legally bind Contractor to all the
terms, performances and provisions herein set forth.

32. INDEPENDENT CONTRACTOR.

     It is expressly understood and agreed by both parties that the RTA is contracting with
Contractor as an independent contractor. No provision of the Contract or act of the RTA in
performance of the Contract shall be construed as making Contractor the agent, servant or
employee of the RTA; employees of Contractor are not employees of the RTA; and Contractor
is solely responsible for employee payrolls and claims arising there from.

33. COMMUNICATIONS.

     All notices and requests given to or made upon the parties hereto shall, except as
otherwise specified herein, be in writing and shall be delivered or mailed to such party at the
notice addresses specified in the Contract. The parties hereto may change their notice
addresses upon five (5) days notice to the other party. Any notices or requests shall be deemed
given upon actual delivery or depositing the same with the U.S. mail, properly addressed,
postage prepaid, certified mail, return receipt requested.



                                          Page 51 of 83                              (rev. 2/11/2011)
34. AMERICANS WITH DISABILITIES ACT COMPLIANCE.

     Contractor, with regard to compliance with the plans and specifications and the work
performed by it during the contract, shall comply with the regulations relative to the access
requirements for persons with disabilities in federally-assisted programs of the US DOT,
Americans with Disabilities Act of 1990 (ADA), 42 U.S.C. Section 12101, as amended and
Section 504 of the Rehabilitation Act of 1973, as amended, which are herein incorporated by
reference and made a part of the Contract.

35. PREFERENCES FOR RECYCLED PRODUCTS.

(Applies to all contracts for items designated by the EPA, when procurement is made of $10,000
or more of one of these items during a fiscal year, using Federal funds). 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 12873, as they apply to the procurement of the items designated in
Subpart B of 40 CFR Part 247.

36. SEISMIC SAFETY REQUIREMENTS.

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 Regulations 49 C.F.R. Part 41 and will certify to compliance to the
extent required by the regulations. Contractor also agrees to ensure that all work performed
under the 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.

37. HAZARDOUS MATERIALS

   37.1.    Hazardous material, as used in this clause, includes any material defined as
   hazardous under the latest version of Federal Standard No. 313 (including revisions
   adopted during the term of the contract).

    37.2.    Contractor must list any hazardous material, as defined in paragraph 35.1 of this
clause, to be delivered under the Contract. The hazardous material shall be properly identified
and include any applicable identification number, such as National Stock Number or Special
Item Number. This information shall also be included on the Material Safety Data Sheet
submitted under the Contract.

    37.3. This list must be updated during performance of the Contract whenever Contractor
determines that any other material to be delivered under the Contract is hazardous.

      37.4. Contractor agrees to submit, for each item as required under the Contract, a Material
Safety Data Sheet, meeting the requirements of 29 C.F.R. 1910.1200(g) and the latest version
of Federal Standard No. 313, for all hazardous material identified in paragraph 35.2 of this
clause. Data shall be submitted in accordance with Federal Standard No. 313, whether or not
Contractor is the actual manufacturer of these items. Failure to submit the Material Safety Data
Sheet prior to Contract award may result in the bid being considered non-responsible and
ineligible for award.




                                           Page 52 of 83                               (rev. 2/11/2011)
    37.5.   If, after award, there is a change in the composition of the item(s) or a revision to
Federal Standard No. 313, which renders incomplete or inaccurate the data submitted under
paragraph 37.4 of this clause, Contractor shall promptly notify the RTA and resubmit the data.

     37.6. Neither the requirements of this clause nor any act or failure to act by the RTA shall
relieve Contractor of any responsibility or liability for the safety of RTA, Contractor, or
subcontractor personnel or property.

     37.7. Nothing contained in this clause shall relieve Contractor from complying with
applicable Federal, State, and local laws, codes, ordinances, and regulations (including the
obtaining of licenses and permits) in connection with hazardous material.

     37.8. The RTA’s rights in data furnished under the Contract with respect to hazardous
material are as follows: (1) To use, duplicate and disclose any data to which this clause is
applicable. The purposes of this right are to-- (i) Apprise personnel of the hazards to which they
may be exposed in using, handling, packaging, transporting, or disposing of hazardous
materials; (ii) Obtain medical treatment for those affected by the material; and (iii) Have others
use, duplicate, and disclose the data for the RTA for these purposes. (2) To use, duplicate, and
disclose data furnished under this clause, in accordance with subparagraph (1) of this clause, in
precedence over any other clause of the Contract providing for rights in data. (3) The RTA is not
precluded from using similar or identical data acquired from other sources.

38. ENTIRE AGREEMENT.

    All oral or written agreements between the parties hereto to the subject matter of the
Contract made prior to the execution of the Contract have been incorporated herein.

39. CONTINGENT ON FUNDING.

    The RTA's obligation hereunder are contingent upon the availability of funds from which
payment for the Contract can be made. No legal liability on the part of the RTA for payment of
any money shall arise unless and until funds are appropriated and made available to the RTA.

40. NO GOVERNMENT OBLIGATION TO THIRD PARTIES.

     40.1. Contractor acknowledges and agrees 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 Contractor or any other
party (whether or not a party to the Contract) pertaining to any matter resulting from the
Contract.

     40.2. Contractor agrees to include the above clause in each subcontract financed in whole
or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not
be modified, except to identify the subcontractor who will be subject to its provisions.

41. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED
    ACTS.

       41.1 Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of
       1986, as amended, 31 U.S.C §§ 3801 et seq and U.S. DOT regulations, “Program Fraud Civil


                                            Page 53 of 83                               (rev. 2/11/2011)
           Remedies”, 49 C.F.R. Part 31, apply to its actions pertaining to this Contract. Upon execution of
           the Contract, 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 FTA
           assisted project for which this Contract work is being performed. In addition to other penalties
           that may be applicable, 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 Government deems
           appropriate.

           41.2. Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious,
           or fraudulent claim, statement, submission, or certification, the Federal Government under a
           contract connected with a project that is financed in whole or in part with Federal assistance
           originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves
           the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5323 (l) on Contractor,
           to the extent the Federal Government deems appropriate.

           41.3. Contractor agrees to include the above two clauses in each subcontract financed in
           whole or in part with Federal assistance provided by FTA . It is further agreed that the clauses
           shall not be modified, except to identify the subcontractor who will be subject to the provisions.

42. FEDERAL CHANGES.

     Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and
directives, including without limitation those listed directly or by reference in the Agreement (Form FTA
MA(16) dated October, 2009) between Purchaser and the FTA, as they may be amended or promulgated
from time to time during the term of this contract. Contractor's failure to so comply shall constitute a
material breach of this contract.

43. FEDERAL TRANSIT ADMINISTRATION NATIONAL ITS ARCHITECTURE POLICY

    43.1 The Contractor who works on ITS projects shall conform to the Federal Transit Administration
    National ITS Architecture and standards in accordance with the requirements contained in Part IV of
    the National ITS Architecture Policy. Conformance with the National ITS Architecture is interpreted
    to mean the use of the National ITS Architecture to develop a regional ITS architecture in support of
    integration and the subsequent adherence of all ITS projects to that regional ITS architecture.
    Development of the regional ITS architecture should be consistent with the transportation planning
    process for Statewide and Metropolitan Transportation Planning (49 CFR Part 613).

    43.2 Intelligent Transportation Systems (ITS) means electronics, communications or information
    processing used singly or in combination to improve the efficiency or safety of a surface
   transportation system. ITS project means any project that in whole or in part funds the acquisition of
   technologies or systems of technologies that provide or significantly contribute to the provision of one
   or more ITS user services as defined in the National ITS Architecture. Major ITS project means any
   ITS project that implements part of a regional ITS initiative that is multi-jurisdictional, multi-modal, or
   otherwise affects regional integration of ITS systems. National ITS Architecture (also ``national
   architecture'') means a common framework for ITS interoperability. The National ITS Architecture
   comprises the logical architecture and physical architecture, which satisfy a defined set of user
   services.




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44. SENSITIVE SECURITY INFORMATION

Each Contractor must protect, and take measures to ensure that its subcontractors at each tier protect,
“sensitive security information” made available during the administration of a contract or subcontract with
the RTA to ensure compliance with 49 U.S.C. Section 40119(b) and implementing DOT regulations,
“Protection of Sensitive Security Information,” 49 CFR Part 1520.

45. SEAT BELT USE

In compliance with Federal Executive Order No. 13043, “Increasing Seat Belt Use in the United States,”
April 16, 1997, 23 U.S.C. Section 402 note, the Federal Transit Administration encourages each Contractor
to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel
that operate company-owned, rented or personally operated vehicles, and to include this provision in any
subcontracts, involving this project.

46. ACCESS FOR INDIVIDUALS WITH DISABILITIES

The Contractor agrees to comply with 49 U.S.C. § 5301(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 Contractor also agrees to comply with all applicable provisions of section 504 of the
Rehabilitation Act of 1973, as amended, with 29 U.S.C. § 794, which prohibits discrimination on the basis
of disability; with the Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. §§ 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.C. §§ 4151 et seq., which requires that
buildings and public accommodations be accessible to individuals with disabilities, and any subsequent
amendments to these laws. In addition, the Contractor agrees to comply with applicable implementing
Federal regulations and directives and any subsequent amendments thereto, as follows:

   (1) U.S. DOT regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 C.F.R.
Part 37;

   (2) U.S. DOT regulations, "Nondiscrimination on the Basis of Handicap in Programs and Activities
Receiving or Benefiting from Federal Financial Assistance," 49 C.F.R. Part 27;

   (3) Joint U.S. Architectural and Transportation Barriers Compliance Board (U.S. ATBCB)/U.S. DOT
regulations, "Americans With Disabilities (ADA) Accessibility Specifications for Transportation Vehicles,"
36 C.F.R. Part 1192 and 49 C.F.R. Part 38;

   (4) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability in State and Local Government
Services," 28 C.F.R. Part 35;

    (5) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and
in Commercial Facilities," 28 C.F.R. Part 36;

   (6) U.S. General Services Administration (U.S. GSA) regulations, "Accommodations for the Physically
Handicapped," 41 C.F.R. Subpart 101-19;

   (7) U.S. EEOC, "Regulations to Implement the Equal Employment Provisions of the Americans with
Disabilities Act," 29 C.F.R. Part 1630;


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   (8) U.S. Federal Communications Commission regulations, "Telecommunications Relay Services and
Related Customer Premises Equipment for the Hearing and Speech Disabled," 47 C.F.R. Part 64,
Subpart F; and

   (9) U.S. ATBCB regulations, “Electronic and Information Technology Accessibility Standards,”
36 C.F.R. Part 1194;

   (10) FTA regulations, "Transportation for Elderly and Handicapped Persons," 49 C.F.R. Part 609; and

   (11) Federal civil rights and nondiscrimination directives implementing the foregoing regulations, except
        to the extent the Federal Government determines otherwise in writing.

47. DISPUTES, BREACHES, DEFAULTS, or OTHER LITIGATION.

The Contractor agrees that FTA has a vested interest in the settlement of any dispute, breach, default, or
litigation involving the Project. Accordingly:

a. Notification to FTA. The Contractor agrees to notify FTA in writing of any current or prospective major
dispute, breach, default, or litigation that may affect the Federal Government's interests in the Project or the
Federal Government's administration or enforcement of Federal laws or regulations. If the Contractor
seeks to name the Federal Government as a party to litigation for any reason, in any forum, the Contractor
agrees to inform FTA in writing before doing so. Each notice to FTA under this Section shall be sent, at a
minimum, to the FTA Regional Counsel within whose Region the Contractor operates its public
transportation system or implements the Project.

b. Federal Interest in Recovery. The Federal Government retains the right to a proportionate share,
based on the percentage of the Federal share awarded for the Project, of proceeds derived from any third
party recovery, except that the Contractor may return any liquidated damages recovered to its Project
Account in lieu of returning the Federal share to the Federal Government.

c. Enforcement. The Contractor agrees to pursue all legal rights provided within any third party contract.

d. FTA Concurrence. FTA reserves the right to concur in any compromise or settlement of any claim
involving the Project and the Contractor.

e. Alternative Dispute Resolution. FTA encourages the Contractor to use alternative dispute resolution
procedures, as may be appropriate.

48. EMPLOYEE PROTECTIONS.

a. Construction Activities. The Contractor agrees to comply, and assures the compliance of each third
party contractor and each subcontractor at any tier of the Project, with the following laws and regulations
providing protections for construction employees:

    (1) Davis-Bacon Act, as amended, 40 U.S.C. §§ 3141 et seq., pursuant to FTA enabling legislation
requiring compliance with the Davis-Bacon Act at 49 U.S.C. § 5333(a), and implementing U.S. DOL
regulations, "Labor Standards Provisions Applicable to Contracts Governing Federally Financed and
Assisted Construction (also Labor Standards Provisions Applicable to Non-construction Contracts Subject
to the Contract Work Hours and Safety Standards Act)," 29 C.F.R. Part 5;



                                           Page 56 of 83                              (rev. 2/11/2011)
   (2) Contract Work Hours and Safety Standards Act, as amended, 40 U.S.C. §§ 3701 et seq.,
specifically, the wage and hour requirements of section 102 of that Act at 40 U.S.C. § 3702, and
implementing U.S. DOL regulations, "Labor Standards Provisions Applicable to Contracts Governing
Federally Financed and Assisted Construction (also Labor Standards Provisions Applicable to Non-
construction Contracts Subject to the Contract Work Hours and Safety Standards Act)," 29 C.F.R. Part 5;
and the safety requirements of section 107 of that Act at 40 U.S.C. § 3704, and implementing U.S. DOL
regulations, "Safety and Health Regulations for Construction," 29 C.F.R. Part 1926; and

    (3) Copeland "Anti-Kickback" Act, as amended, 18 U.S.C. § 874, and implementing U.S. DOL
regulations, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in
part by Loans or Grants from the United States," 29 C.F.R. Part 3.

b. Activities Not Involving Construction. The Contractor agrees to comply, and assures the compliance of
each third party contractor and each subcontractor at any tier of the Project, with the employee protection
requirements for non-construction employees of the Contract Work Hours and Safety Standards Act, as
amended, 40 U.S.C. §§ 3701 et seq., in particular with the wage and hour requirements of section 102 of
that Act at 40 U.S.C. § 3702, and with U.S. DOL regulations, "Labor Standards Provisions Applicable to
Contracts Governing Federally Financed and Assisted Construction (also Labor Standards Provisions
Applicable to Non-construction Contracts Subject to the Contract Work Hours and Safety Standards Act),"
29 C.F.R. Part 5.

c. Activities Involving Commerce. The Contractor agrees that the Fair Labor Standards Act, 29 U.S.C.
§§ 201 et seq., applies to employees performing Project work involving commerce.

d. Public Transportation Employee Protective Arrangements. If the Grant Agreement or Cooperative
Agreement for the Project indicates that public transportation employee protective arrangements required
by U.S. DOL apply to public transportation operations performed in connection with the Project, the
Contractor agrees to comply with the applicable requirements for its Project as follows:

                (1.) Standard Public Transportation Employee Protective Arrangements. To the extent
that the Project involves public transportation operations and as required by Federal law, Contractor agrees
to implement the Project in accordance with the terms and conditions that the U.S. Secretary of Labor has
determined to be fair and equitable to protect the interests of any employees affected by the Project and
that comply with the requirements of 49 U.S.C. § 5333(b), and with the U.S. DOL guidelines,
"Section 5333(b), Federal Transit Law," 29 C.F.R. Part 215 and any amendments thereto. These terms
and conditions are identified in U.S. DOL's certification of public transportation employee protective
arrangements to FTA. Contractor agrees to implement the Project in accordance with the conditions stated
in that U.S. DOL certification. That certification and any documents cited therein are incorporated by
reference and made part of the Contract. The requirements of this subsection do not apply to Projects for
elderly individuals or individuals with disabilities that are authorized by 49 U.S.C. § 5310(a)(2) or
subsection 3012(b) of SAFETEA-LU, or to Projects for nonurbanized areas authorized by 49 U.S.C.
§ 5311; separate requirements for those Projects are contained in Subsections 40.2 and 40.3, respectively,
of the Contract.

                (2.)   Public Transportation Employee Protective Arrangements for Elderly Individuals and
Individuals with Disabilities for the Elderly Individuals and Individuals with Disabilities Formula Program and
Pilot Program. To the extent that the U.S. Secretary of Transportation has determined or determines in the
future that employee protective arrangements required by 49 U.S.C. § 5333(b) are necessary or
appropriate for a governmental authority subcontractor participating a Project authorized by 49 U.S.C.
§ 5310(b)(2) or subsection 3012(b) of SAFETEA-LU, 49 U.S.C. § 5310 note, Contractor agrees to carry out
the Project in compliance with the terms and conditions determined by the U.S. Secretary of Labor


                                          Page 57 of 83                               (rev. 2/11/2011)
necessary to comply with the requirements of 49 U.S.C. § 5333(b), and the U.S. DOL guidelines, "Section
5333(b), Federal Transit Law," at 29 C.F.R. Part 215, and any amendments thereto. These terms and
conditions are identified in the U.S. DOL's certification of public transportation employee protective
arrangements to FTA. Contractor agrees to implement the Project in compliance with the conditions stated
in that U.S. DOL certification. That U.S. DOL certification and any documents cited therein are
incorporated by reference and made part of the Contract.

              (3.) Public Transportation Employee Protective Arrangements for Projects in Non-urbanized
Areas Authorized by 49 U.S.C. § 5311. Contractor agrees to comply with the terms and conditions of the
Special Warranty for the Non-urbanized Area Program agreed to by the U.S. Secretaries of Transportation
and Labor, dated May 31, 1979, U.S. DOL implementing procedures, and any revisions thereto.

49. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION TERMS

The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT,
whether or not expressly set forth in the preceding contract provisions. All contractual provisions required
by DOT, as set forth in FTA Circular 4220.1F, dated November 1, 2008, and are hereby incorporated by
reference. Anything to the contrary herein notwithstanding, all FTA 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 RTA requests which would cause
RTA to be in violation of the FTA terms and conditions.

50. SCHOOL AND CHARTER BUS REQUIREMENTS (Applies to operational service contracts).

        50.1 Charter Service Operations: Contractor agrees to comply with 49 U.S.C. 5323(d) and 49
CFR Part 604, which provides that contractors and subcontractors of FTA assistance (including Contractor)
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.

       50.2 School Bus Operations: Contractor agrees to comply with 49 U.S.C. 5323(f) and 49 CFR Part
605, which provides that contractors and subcontractors of FTA assistance (including Contractor) 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 and if
operating exclusive school bus service under an allowable exemption, Contractor may not use federally
funded equipment, vehicles, or facilities.

51. ROLLING STOCK ASSIGNABILITY CLAUSE.

       51.1 Method of Acquisition. In compliance with 49 U.S.C. Section 5325(f), the contractor agrees
that any third party contract award it makes for rolling stock will be based on initial capital costs, or on
performance, standardization, life cycle costs, and other factors, or on a competitive procurement process.

          51.2 Multi-year Options. In accordance with 49 U.S.C. Section 5325 (e) (1), a contractor procuring
rolling stock financed with Federal assistance under 49 U.S.C. Chapter 53 may not enter into a multi-year
contract to purchase additional rolling stock and replacement parts with options exceeding five (5) years
after the date of the original contract.

        51.3 Pre-Award and Post Delivery Requirements. The contractor agrees to comply with the
requirements of 49 U.S.C. Section 5323 (m) and FTA regulations, “Pre-Award and Post-Delivery Audits of


                                           Page 58 of 83                               (rev. 2/11/2011)
Rolling Stock Purchases,” 49 C.F.R. Part 663 and any amendments thereto.

        51.4 Bus Testing. To the extent applicable, the contractor agrees to comply with the requirements
of 49 U.S. C. Section 5318(e) and FTA regulations. “Bus Testing,” 49 C.F.R. Part 665, and any
amendments to those regulations that may be promulgated.

52. SPECIAL NOTIFICATION REQUIREMENTS FOR STATES.

To the extent required by Federal law, the State agrees that, in administering any Federal assistance
Program or Project supported by the underlying Grant Agreement or Cooperative Agreement, any request
for proposals, solicitation, grant application, form, notification, press release, or other publication involving
the distribution of FTA assistance for the Program or the Project shall indicate that FTA is the Federal
agency that is providing the Federal assistance, the Catalog of Federal Domestic Assistance Number of
the program from which the Federal
Assistance is authorized, as may be applicable, and the amount of Federal assistance FTA provided.

53. TEXTING WHILE DRIVING AND DISTRACTED DRIVING

      Consistent with Executive Order No. 13513, “Federal Leadership on Reducing Text Messaging While
Driving,” October 1, 2009, 23 U.S.C. Section 402 note, and DOT Order 3902.10, “Text Messaging While
Driving,” December 30, 2009, FTA encourages each third party contractor to promote policies and
initiatives for its employees and other personnel that adopt and promote safety policies that to decrease
crashes by distracted drivers, including policies to ban text messaging while driving, and to include this
provision in each third party subcontract involving the project.




                                           Page 59 of 83                               (rev. 2/11/2011)
                              SPECIAL PROVISIONS CONCERNING
                     DISADVANTAGED BUSINESS ENTERPRISES
                                          (Local Program)

 As used in these Special Provisions, the term “RTA” shall refer to the Regional Transportation
Authority in Corpus Christi, Texas and the term “Contractor” shall refer to the bidders and
successful contractor named in the Contract to which these Special Provisions are attached.


1.     DISADVANTAGED BUSINESS ENTERPRISE PARTICIPATION.

This project is subject to the RTA’s local program to encourage the use of disadvantaged
business enterprises.

2.     DEFINITIONS.

For purposes of these instructions:

       2.1 “Disadvantaged Business Enterprise” or “DBE” means a small for-profit business
       concern which is at least 51 percent owned by one or more such individuals who are both
       socially and economically disadvantaged or, in the case of any corporation, in which, at
       least 51 percent of the stock of which is owned by one or more socially and economically
       disadvantaged individuals; and whose management and daily business operations are
       controlled by one or more of the socially and economically disadvantaged individuals who
       own it.

       2.2 “Small business concern” means a small business as defined in Section 3 of the
       United States Small Business Act (15 U.S.C. Section 632) and Small Business
       Administration regulations implementing it (13 C.F.R., Part 121) that also does not exceed
       $16.6 million in average annual gross receipts over the previous three fiscal years.

       2.3 “Socially and economically disadvantaged individuals” are presumed to include any
       United States citizen (or lawfully admitted permanent resident) who the RTA determines to
       be a socially and economically disadvantaged individual on a case-by-case basis or any
       member of the following groups which are rebuttably presumed to be socially and
       economically disadvantaged: Black Americans, Hispanic Americans, Native Americans
       (Indians, Eskimos, Aleuts or Native Hawaiians), Asian-Pacific Americans, Subcontinent
       Asian Americans, or any individuals found to be disadvantaged by the Small Business
       Administration pursuant to Section 8(a) of the United States Small Business Act.

3.     DBE PARTICIPATION.

The DBE participation goal for this Contract is that percentage of the total Contract Price set forth
in the Bid Documents.

4.     DBE PARTICIPATION CRITERIA.


                                       Page 60 of 83                           (rev. 2/11/2011)
4.1 DBE participation includes contracts (other than employee contracts) with DBEs for
any goods or services specifically required for the completion of the work under this
Contract. A DBE may participate as a prime contractor, subcontractor, joint venture partner
with a prime subcontractor, vendor of material or supplies incorporated or expended in the
work, or a supplier of other services such as shipping, transportation, testing, equipment
rental, insurance services and other support services necessary to fulfill the requirements
of this Contract.

4.2 A DBE joint venture partner must be responsible for a clearly defined portion of the
work to be performed in addition to satisfying requirements for ownership and control. The
DBE joint venturer must submit information for determining joint venture eligibility.

4.3 A DBE must perform a commercially useful function, i.e., must be responsible for the
execution of a distinct element of work and must carry out its responsibility by actually
performing, managing and supervising the work.

4.4   DBE participants will be counted toward meeting the goal set herein as follows:

       4.4.1 The total dollar value of that portion of the work under the Contract that is
       performed by the Contractor’s own forces if the Contractor is DBE. If the Contractor
       is a joint venture, only the proportionate interest of the DBE in the joint venture will
       be counted toward the goal.

       4.4.2 The dollar value of all DBE subcontracts for work or services under the
       Contract.

       4.4.3 The dollar value of material or supplies purchased from a DBE manufacturer
       for such material or supplies.

       4.4.4 Sixty percent of the dollar value of material or supplies purchased from a DBE
       regular dealer. A regular dealer is a firm that owns, operates, or maintains a store,
       warehouse or other establishment in which the material or supplies required for the
       performance of the Contract are brought, kept in stock, and regularly sold to the
       public in the usual course of business. To be a regular dealer, the firm must engage
       in, as its principal business, and in its own name, the purchase and sale of the
       products in question. A regular dealer in such bulk items as steel, cement, stone,
       gravel and petroleum products need not keep such products in stock if it owns or
       operates distribution equipment. Brokers and packagers shall not be regarded as
       manufacturers or regular dealers.

       4.4.5 Fees or commissions charged for providing a bona fide service and
       assistance in the procurement of essential personnel, facilities, equipment, material
       or supplies required for performance of the Contract, delivery of material and
       supplies required on a job site, or for providing any bonds or insurance specifically
       required for the performance of the Contract, provided that such fees or



                                Page 61 of 83                           (rev. 2/11/2011)
             commissions are reasonable and not excessive as compared with fees or
             commissions customarily allowed for similar services.

5.    DBE INFORMATION.

      5.1 The following information shall also be submitted pursuant to the Contract, within five
      (5) business days following the written notice:


             5.1.1 A completed Schedule C - DBE participation Form, with the names of DBEs
             to be used and a description of the work, services or supplies to be provided and the
             dollar value of each DBE transaction. (Note: DBEs listed on the DBE Participation
             Form may also be required to be listed in the designation of subcontractors form if
             both forms are required by the Contract documents).

      5.2 Forms for Schedules C may be obtained from the RTA’s DBE Officer located at 5658
      Bear Lane, Corpus Christi, Texas 78405, telephone (361) 289-2712. Businesses not
      meeting the definitions set out in Section 2 and the criteria for participation in Section 4 will
      not be counted toward meeting the goal.

      5.3 A Contractor whose Schedule C – DBE Participation Form indicates that the DBE
      goal has not been met, must submit a written report with supporting documentation
      covering all actions listed in Section 6 taken by the Contractor prior to bid submission to
      meet the goal.

      5.4 The RTA may request additional information following its review, which shall be
      submitted by the Contractor within five days of the request.

      5.5 CONTRACTOR IS WARNED that failure to comply with the requirements of this
      Section within the times prescribed will, unless a later time is authorized by the RTA, result
      in rejection of a bid or termination of the Contract.

6.    GOOD FAITH EFFORTS TO MEET THE DBE GOAL.

Good faith efforts are those that, given all relevant circumstances, a Contractor actively and
aggressively seeking to meet the goal would make. Contractor is encouraged to attend any pre-
bid meeting scheduled by the RTA to inform DBEs of subcontracting opportunities for the DBE
program requirements for the Contract. Any Contractor who does not attend the pre-bid meeting
assumes responsibility to be fully informed as to the DBE program requirements pertaining to the
Contract. In determining whether sufficient good faith efforts have been made, the RTA will
consider on the basis of documentation submitted by the Contractor whether the following actions
have been taken:

      6.1 Advertisements soliciting sub-bids on this Contract from DBEs in the Corpus Christi
      Caller Times and local minority and women trade association publications.




                                       Page 62 of 83                           (rev. 2/11/2011)
       6.2 Solicitation of interest in this Contract from DBEs evidenced by copies of registered or
       certified letters to relevant listed DBEs or to a reasonable number of certifiable DBEs in
       sufficient time to allow the DBEs to participate effectively;

       6.3    Follow-up of initial solicitation of DBE interest;

       6.4 Identification of portions of work to be performed by DBEs in order to increase the
       likelihood of meeting the totals (including, where appropriate, breaking down the work into
       economically feasible units to facilitate DBE participation);

       6.5 Records of responses, proposals and bids received from DBEs for specific sub-bids
       including:

              6.5.1 The names, addresses and telephone numbers of all DBEs contacted:

              6.5.2 A description of the information provided to DBEs regarding the plans and
              specification for portions for the work to be performed;

              6.5.3 The reasons for rejection of any DBE sub-bids submitted to Contractor;

              6.5.4 A description of the investigation conducted of any DBEs rejected as
              unqualified;

       6.6 Description of assistance provided to DBEs relative to obtaining plans, specifications,
       and required bonding or insurance;

       6.7 Description of the use made by Contractor of the services of available minority
       community organizations, minority contractors groups, and information services such as
       those provided by the RTA through the DBE Officer, telephone (361) 289-2712, concerning
       available certifiable, DBEs for work under the Contract. Contractor’s efforts may be
       deemed insufficient by the RTA if Contractor has failed to make any of the foregoing efforts
       or has rejected DBE sub-bids without adequate reasons. Price alone will not be considered
       an adequate reason. Contractor shall also include in the report submitted under this
       Section any other efforts made not listed above which are relevant to meeting the DBE
       goals.

7.     CERTIFICATION REVIEW COMMITTEE.

The RTA has a Certification Review Committee for the purpose of hearing appeals or challenges
concerning the certification of DBEs under the program.

8.     HEARING ON GOOD FAITH EFFORTS DETERMINATION.

If it appears to the RTA that Contractor has neither achieved the indicated percentage of DBE
participation nor made sufficient good faith efforts to meet the goal, Contractor will be notified that
this Contract will be recommended for termination and the reasons therefor. Within five days of



                                        Page 63 of 83                          (rev. 2/11/2011)
such notification, Contractor may request a hearing. Such hearing will be held at the convenience
of the RTA but not later than ten days after receipt of the request and in accordance with the
RTA’s Hearing Procedures, copies of which are available upon request. At such hearing
Contractor shall bear the burden of demonstrating:

       8.1    Achievement of the percentage goal for DBE participation, or

       8.2   Good faith effort that, given all relevant circumstances, could have been expected to
       produce a level of DBE participation to meet the Contract goal.

9.     CHALLENGE PROCEDURE.

To challenge the eligibility of a firm that the RTA has certified as a DBE, a third party may present
evidence that the firm’s owners are not truly socially and/or economically disadvantaged, even
though they are members of one of the presumptive groups. The Challenge Procedure is as
follows:

       9.1 Any third party may challenge the socially and economically disadvantaged status of
       any individual (except an individual who has current 8(a) certification from the Small
       Business Administration) presumed to be socially and economically disadvantaged if that
       individual is an owner of a firm certified by or seeking certification from the RTA as a
       disadvantaged business. The challenge shall be made in writing to the RTA. With its
       letter, the challenging party shall include all information available to it relevant to a
       determination of whether the challenged party is in fact socially and economically
       disadvantaged.

       9.2 The RTA shall determine, on the basis of the information provided by the challenging
       party, whether there is reason to believe that the challenged party is in fact not socially and
       economically disadvantaged.         In implementing this challenge procedure, the DBE
       Certification Review Committee identified herein will review information and make the
       determination of the social and economic disadvantage of the challenged party on behalf of
       the RTA. If the RTA determines that there is no reason to believe that the challenged party
       is not socially and economically disadvantaged, the RTA shall so inform the challenging
       party in writing. This finding terminates the proceeding. If the RTA determines that there is
       reason to believe that the challenged party is not socially and economically disadvantaged,
       the RTA shall begin a proceeding as provided in the following subsections.

       9.3 The RTA shall notify the challenged party in writing that his or her status as a socially
       and economically disadvantaged individual has been challenged. The notice shall identify
       the challenging party and summarize the grounds for the challenge. The notice shall also
       require the challenged party to provide the RTA within a reasonable time information
       sufficient to permit it to evaluate his or her status as a socially and economically
       disadvantaged individual.

       9.4 The RTA shall evaluate the information available to it and make a proposed
       determination of the social and economic disadvantage of the challenged party. The RTA



                                       Page 64 of 83                           (rev. 2/11/2011)
       shall notify both parties of this proposed determination, in writing, setting forth the reasons
       for its proposal. The RTA shall provide an opportunity to the parties for an informal
       hearing, at which they can respond to this proposed determination in writing and in person.

       9.5 Following the informal hearing, the RTA shall make a final determination. The RTA
       shall inform the parties in writing of the final determination, setting forth the reasons for its
       decision.

       9.6 During the pendency of a challenge under this attachment, the presumption that the
       challenged party is a socially and economically disadvantaged individual shall remain in
       effect.

10.    SUBSTITUTION OF DBE SUBCONTRACTORS OR SUPPLIERS.

Should substitution of any DBE listed on the DBE Participation Form become necessary,
Contractor shall make good faith efforts, in cooperation with the RTA’s staff, to replace the
affected DBE with another DBE.

11.    CHANGE ORDERS.

Contractor shall make good faith efforts to meet the DBE percentage goal set out herein in the
performance of work under any change orders that may be issued under this Contract.

12.    DBE RECORDS.

Contractor shall maintain sufficient records to verify DBE participation. Such records shall show
the name and business address of each DBE participating in the Contract and the total dollar
amount actually paid each DBE and the date of payment. A quarterly report based on these
records and certified to be correct by Contractor shall be submitted with the appropriate monthly
invoice required under the Contract. No invoice will be approved for payment unless the current
report has been furnished.

13.    NONCOMPLIANCE.

Failure to comply with the requirements of these provisions shall be grounds for termination of the
Contract in whole or in part, for withholding payments due Contractor during the period of
noncompliance, or for assessing liquidated damages as provided herein.


14. LIQUIDATED DAMAGES.

In the event Contractor fails to achieve the DBE participation goals set forth herein, the RTA may
assess, as liquidated damages and not as a penalty, an amount equal to the difference in the final
DBE percentage goal multiplied by the total Contract price from the actual dollar amount of
documented DBE participation in the Contract. The above liquidated damages may be assessed
since the calculation of actual damages to the RTA would be difficult to determine due to the



                                        Page 65 of 83                           (rev. 2/11/2011)
potential loss of all or part of any federal funding available to the RTA and the costs and expenses
incurred in administering the RTA’s DBE program.

15. INCORPORATION INTO CONTRACT.

The terms and conditions of these Special Provisions form part of the Contract Documents, and
upon acceptance of the Contractor’s proposal shall be fully binding upon the Contractor.




                                      Page 66 of 83                          (rev. 2/11/2011)
                                CERTIFICATION FORMS




Please fill out and sign the following forms and return with your signed
contract.




Certification forms revised 02/11/2011



                                         Page 67 of 83   (rev. 2/11/2011)
                                                     ATTACHMENT A
                                                   CERTIFICATION FORM

In submitting this proposal, the undersigned certifies on behalf of its firm and any proposed subcontractors as follows:

(1)      Bid Validity Certification: If this offer is accepted within one hundred twenty (120) calendar days from the due date, to
         furnish any or all services upon which prices are offered at the designated point within the time specified;

(2)      Non-Collusion Certification: Has made this proposal independently, without consultation, communication, or agreement
         for the purpose of restricting competition as to any matter relating to this Request for Proposals with any other FIRM or
         with any other competitor,

(3)      Affirmative Action/DBE Certification: Is in compliance with the Common Grant Rules affirmative action and and
         Department of Transportation’s Disadvantaged Business Enterprise requirements.

(4)      Non-Conflict Certification: Represents and warrants that no employee, official, or member of the Regional
         Transportation Authority's Board of Directors is or will be pecuniarily benefited directly or indirectly in this Contract,

(5)      Non-Inducement Certification:        The undersigned hereby certifies that neither it nor any of its employees,
         representatives, or agents have offered or given gratuities (in the form of entertainment, gifts, or otherwise) to any director,
         officer, or employee of the Regional Transportation Authority with the view toward securing favorable treatment in the
         awarding, amending, or the making of any determination with respect to the performance of this Contract.

(6)      Non-Debarment Certification: Certifies that it is not included on the U. S. Comptroller General’s Consolidated List of
         Persons or Firms currently debarred for violations of various contracts incorporating labor standards provisions, and from
         Federal programs under DOT regulations 2CFR Parts 180 and 1200, or under the FAR at 48 CFR Chapter 1, Part 9.4

(7)      Integrity and Ethics: Has a satisfactory record of integrity and business ethics, in compliance with 49 U.S.C. Section
         5325(j)(2)(A)

(8)      Public Policy: Is in compliance with the public policies of the Federal Government, as required by 49 U.S.C. Section
         5325(j)(2)(B)

(9)      Administrative and Technical Capacity: Has the necessary organization, experience, accounting, and operational
         controls, and technical skills, or the ability to obtain them, in compliance with 49 U.S.C. Section 5325(j)(2)(D)

(10)     Licensing and Taxes: Is in compliance with applicable licensing and tax laws and regulations

(11)     Financial Resources: Has, or can obtain, sufficient financial resources to perform the contract, as required by 49 U. S.
         C. Section 5325 (j)(2)(D)

(12)     Production Capability:      Has, or can obtain, the necessary production, construction, and technical equipment and
         facilities.

(13)     Timeliness: Is able to comply with the required delivery or performance schedule, taking into consideration all existing
         commercial and governmental business commitments.

(14)     Performance Record: Is able to provide a satisfactory current and past performance record.



                           ____
Signature                                    Printed Name

                           ____
Title                                        Date




                                                    Page 68 of 83                                         (rev. 2/11/2011)
                                          ATTACHMENT B
                      CERTIFICATION AND STATEMENT OF QUALIFICATIONS

The undersigned BIDDER hereby further certifies that she/he has read all of the documents and agrees to
abide by the terms, certifications, and conditions thereof.

Signature:   ___________________________________________________________

Printed Name: ________________________________________________________________

Title:       ____________________________ Date:        _____________________

Firm Name: ___________________________________________________________

Business
Address:     ___________________________________________________________

Telephone: Office: ______________________ Fax: _________________________

Firm Owner: ____________________________ Firm CEO: ____________________

Taxpayer Identification Number:____________________________________________

Number of years in contracting business under present name: ___________________

Type of work performed by your company: ___________________________________



Have you ever failed to complete any work awarded to you? _____________________

Have you ever defaulted on a Contract? _____________________________________

Taxpayer ID#: ________________________ Date Organized: ___________________

Date Incorporated: _____________________

Is your firm considered a disadvantaged business enterprise (DBE)? ______________

If you answered yes to the DBE question, explain type. ____________________


ADDENDA ACKNOWLEDGMENT

Receipt of the following addenda is acknowledged (list addenda number):
_______________________________________________________________


DUNS # _____________________________(Required) A DUNS number may be obtained from
D & B by telephone (currently at 866-705-5711) or the internet (currently                            at
http://fedgov.dnb.com/webform).


                                       Page 69 of 83                           (rev. 2/11/2011)
Forms 1, 2, 3, & 4                                             ATTACHMENT C

FORM 1: DISADVANTAGED BUSINESS ENTERPRISE (DBE) PARTICIPATION FORM

Purchase Order/IFB/RFP/RFQ No. ___ ______________________

Project Name: __________________________ _____

Name of Contractor: ____________________________


                                                                          Dollar Amount
  Name of DBE                                     Type of Work or             and/or
   Participant                                 Contract Items or Parts    Percentage (%)
                              Address                Provided




Please complete this DBE form per FTA Guideline 49 CFR 26.53. A good faith effort to include DBE
participation
is required and should be listed and returned to the RTA.
If “None” a good faith effort documentation must be provided with this form.

Contractors are advised to view the RTA's Certified DBE Listing -
http://txdot.gov/business/tucp/default.htm for DBE Opportunities for this contract. Click on
“Custom Search”, under Certifying Agency, select CCRTA.

The undersigned Contractor hereby further certifies that she/he has read all of the attached Federal
Supplemental Conditions and agrees to abide by the terms, certifications, and conditions thereof.

The undersigned will enter into a formal agreement with the DBE Participants for work listed in this
Schedule upon execution of a contract with the Regional Transportation Authority.

NOTE: Any business listed above must be certified as a Disadvantaged Business Enterprise (DBE) or will
be provided an opportunity to be certified by the RTA.

Date: ______________________          __________________________________
                                      Name of Firm

                                      By:________________________________

                                      Name: _____________________________

                                      Title: ______________________________


                                        Page 70 of 83                          (rev. 2/11/2011)
Form 2

DETERMINATION OF GOOD FAITH EFFORT
Consultant/Contractor:


Vendor Identification Number: ________________________________________________


Address:_________________________________________________________________


Phone: ____________________ Fax:__________________ e-mail: __________________


In making a determination that a Good-faith effort has been made, RTA requires the Consultant/Contractor
to complete a checklist and submit supporting documentation explaining in what ways the
Consultant/Contractor has made a Good-Faith effort according to each requirement with a copy of notice,
or solicitation or letter of justification. The Consultant/Contractor will respond to the following and provide
supporting documentation as requested.



Please answer “yes” or “no.” Were you able to meet the Contract Goal in selecting Disadvantaged
Businesses as part of your bid or proposal submission



       Yes _______ No _______

       If you answered “yes,” you are not required to answer the remaining questions below. If
       you answered “no,” please respond as requested below.

       In an effort to document my Good-faith efforts to meet the Contract Goals
       regarding Disadvantaged Business participation, I am able to present
       evidence of:

          Yes _______ No _____ Attendance at a pre bid meeting, if any, scheduled by RTA to Inform
                               DBEs of subcontracting opportunities under a given solicitation.

          Yes _______ No _____ Review of the list of RTA certified firms, and
                               firms certified through the Texas Unified
                               Certification Program to determine potential
                               subcontractors

          Yes _______ No _____ Advertisement in general circulation media, trade association
                               publications, and other media for at least 15 days before bids or
                               proposals are due.

          Yes _______ No _____ Written notification to Disadvantaged Businesses that their interest in
                               the contract is solicited. The notice included a description of the


                                            Page 71 of 83                                 (rev. 2/11/2011)
                            subcontracting opportunities and identified the contact person within
                            my office. The notice was sent to at least five (5) businesses in the
                            current RTA or TUCP directory of certified DBE entities that perform
                            the type of work required.

Yes _______ No _____ Efforts made to select portions of the work proposed to be performed by
                       Disadvantaged Businesses in order to increase the likelihood of
                       achieving the stated goal and, to the extent feasible and consistent
                       with prudent industry practice, efforts to divide the contract work in
                       reasonable lots.

Yes _______ No _____       Efforts to provide interested DBEs with adequate information about
                           the plans, specifications, and requirements of the contract in a timely
                           manner to assist them in responding to the solicitation.

Yes _______ No _____ Negotiating in good faith with interested with DBEs, including: a) The
                   names, addresses, and telephone numbers of DBEs that were
          contacted;

                         b) A description of the information provided to DBEs regarding the
                            plans and specifications for portions of the work to be performed;
                            and

                         c) A statement of why additional agreements with
                            DBEs were not reached.

Yes _______ No _______ Not rejecting DBEs as being unqualified without sound reasons based
                       on a thorough investigation of their capabilities. Concerning each
                       Disadvantaged Business the Proposer contacted but rejected as
                       unqualified, the reasons for the Proposer’s exclusion.

Yes _______ No _______ Efforts made to assist the Disadvantaged Business contacted that
                       needed assistance in obtaining bonding or insurance required by the
                       Proposer or RTA.

Yes _______ No _______ Efforts made to assist interested DBEs in obtaining
                       Necessary equipment, supplies, materials or related
                       assistance or services.

Yes _______ No _______ Efforts made to utilize the services of available disadvantaged
                       business organizations i.e. chamber of commerce’s, small
                       business development centers, that provide assistance in the
                       recruitment and placement of DBEs.

NOTE: If the prime contractor is unable to meet the solicitation goal or if any of the above items
are answered “no,” the Proposer/Consultant must attach supporting documentation or a letter
of justification. The attachments submitted by the Proposer/Contractor will be reviewed by the
RTA and a written notice of acceptance or deficiency of Good-Faith effort will be issued. This
form is due at time of proposal submission.


Signature of Proposer/Consultant:______________________________________________
Title:__________________________________________________________
Date: __________________________________________


                                               Page 72 of 83                                  (rev. 2/11/2011)
FORM 3: Disadvantaged Business Enterprise – LETTER OF INTENT


Solicitation No.: ______________________________

PLEASE SUBMIT SEPARATE FORMS FOR EACH SUBCONTRACTOR\SUPPLIER
For use by submitters to identify subcontractors and suppliers.

Submitter Name: _______________________________

Address: ________________________________________________

City: _____________________________ State: _______ Zip: ______

Phone Number: ____________________________
Fax Number: ____________________________

Project Title: ______________________________________________

Time Period Covered: ______________________________________

Percentage/Dollar Amount of contract with disadvantaged business enterprise subcontractor\supplier:
_________

Name of Disadvantaged Business Enterprise firm: ________________________________________

Address: _________________________________________________

City: ________________________________State: _______ Zip: _____

Telephone: ___________________

Description of proposed materials or services to be performed under agreement with disadvantaged
business enterprise for amount indicated above:

-----------------------------------------------------------

-----------------------------------------------------------

-----------------------------------------------------------

-----------------------------------------------------------

Affirmation

The above-named DBE firm affirms that it will perform the portion of the contract for the estimated dollar value
as stated above.

By __________________________________________________________
     (Signature)                (Title)

If the bidder/offeror does not receive award of the prime contract, any and all representations in this
Letter of Intent and Affirmation shall be null and void.

(Submit this page for each DBE subcontractor.)

                                              Page 73 of 83                                  (rev. 2/11/2011)
           . Form 4
           CONTRACTOR ULTILIZATION PLAN FORM Proposer presents the following participants in this solicitation and any resulting Contract.
           All Proposers, including disadvantaged business enterprises bidding as prime contractors, are required to demonstrate good faith efforts
           to include eligible DBE businesses in their submissions as subcontractors and/or suppliers.

                                                             Type of Work to be Performed or Materials Supplied                    Indicate      Percent of Contract
                                                                                                                                   if Small      Effort
                     CONTRACTOR                                                                                                                                            Price
                                                                                                                                   Business
                                                                                                                                     Y/N
                                                                                                                                 DBE                   DBE
Name of Business

Business Address

Telephone No.
Contact Person


                    SUBCONTRACTOR

Name of Business

Business Address

Telephone No.
Contact Person


Name of Business

Business Address

Telephone No.
Contact Person

                                                             Counts for 100% toward DBE business goal when purchased from DBE business manufacturer and 60% when purchased from
                    SUPPLIERS                                DBE's regular dealer (see Instructions To Bidders/Proposers).

Name of Business

Business Address

Telephone No.
Contact Person


Name of Business

Business Address

Telephone No.
Contact Person

                                                                                                          Total amount of
Submitted by:                                                Business Name:                                       contract                     TOTAL         $_______________________
                    Signature of Owner/Officer of Business                                                to be performed    Contractor:                     $_______________________
Address:                                                                                                               by:   SubContractor(s):             $______________________
                                                                                                                                            Supplier(s):     $_______________________
Telephone/Fax:                                               Date:




                                                                         Page 74 of 83                                                        (rev. 2/11/2011)
                                   ATTACHMENT D
                   Corpus Christi Regional Transportation Authority
                    DISCLOSURE OF INTERESTS CERTIFICATION


FIRM NAME:_____________________________________________________________

STREET:___________________________CITY:_________________ZIP:____________

FIRM is:    1. Corporation         2. Partnership       3. Sole Owner 
            4. Association     5. Other _______________________

                                DISCLOSURE QUESTIONS


If additional space is necessary, please use the reverse side of this page or attach
separate sheets.

1.     State the names of each “employee” of the Regional Transportation Authority having
       an “ownership interest” constituting 3% or more of the ownership in the above
       named “firm”.

NAME ____________________________

JOB TITLE AND DEPARTMENT (IF KNOWN)__________________________
_______________________________________________________________

2.     State the names of each “official” of the Regional Transportation Authority having an
       “ownership interest” constituting 3% or more of the ownership in the above named
       “firm”.

NAME                                     TITLE
__________________________               ________________________________________

__________________________               ________________________________________

3.     State the names of each “board member” of the Regional Transportation Authority
       having an “ownership interest” constituting 3% or more of the ownership in the
       above named “firm”.

NAME                                     BOARD, COMMISSION OR COMMITTEE

__________________________               ________________________________________

__________________________               ________________________________________



                                      Page 75 of 83                         (rev. 2/11/2011)
4.    State the names of each employee or officer of a “consultant” for the Regional
      Transportation Authority who worked on any matter related to the subject of this
      contract and has an “ownership interest” constituting 3% or more of the
      ownership in the above named “firm”

NAME CONSULTANT
_______________________ ________________________________________

__________________________ _____________________________________

                                    CERTIFICATE


I certify that all information provided is true and correct as of the date of this
statement, that I have not knowingly withheld disclosure of any information
requested; and that supplemental statements will be promptly submitted to the
Regional Transportation Authority, Texas as changes occur.

                Certifying Person: _________________________________

                Title:            _________________________________
            (Type or Print)

Signature of Certifying Person: ____________________________

Date:___________________




                               ATTACHMENT E

                              Page 76 of 83                       (rev. 2/11/2011)
                                      CERTIFICATION
                                             OF
                             RESTRICTIONS ON LOBBYING
                           (Required for contracts over $100,000.)


I, ________________________, _______________________, hereby certify on behalf of
 (Name)                    (Title)

the _________________________________________, that:
        (Company Name)

(1) No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned,
    to any person for influencing or attempting to influence an officer or employee of any Federal
    agency, a Member of Congress, an officer or employee of Congress, or an employee of a
    Member of Congress, regarding the award of Federal assistance, or the extension, continuation,
    renewal, amendment, or modification of any Federal assistance agreement, contract, grant, loan,
    or cooperative agreement.

(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person
    for influencing or attempting to influence an officer or employee of any Federal agency, a
    Member of Congress, an officer or employee of Congress, or an employee of a Member of
    Congress in connection with any application for Federal assistance, federal contract, grant, loan,
    or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL:
    “Disclosure of Form to Report Lobbying,” including information required by the instructions
    accompanying the form, which form may be amended to omit such information as authorized by
    49 CFR Part 20.110.

(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 certify and disclose
    accordingly.

   The undersigned understands that this certification is a material representation of fact upon which
   reliance is placed and that submission of this certification is a prerequisite for providing Federal
   assistance for a transaction covered by 49 CFR Part 20.110. 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.

Executed this ________ day of __________________, 2011.



Signed:       ___________________________________

Printed Name:     ___________________________________

Company Name: ___________________________________




                                      Page 77 of 83                              (rev. 2/11/2011)
                                       ATTACHMENT F

                     PROJECT MANAGER SERVICES QUESTIONNAIRE

1.0 GENERAL INFORMATION

Name of Firm:
Address:
Phone Number
Fax Number:
e-mail address:
Company Contracting Liaison:
Proposed Project Manager:

2.0 BACKGROUND INFORMATION ABOUT FIRM

Total Years in Existence
Total Years in Corpus Christi
Total Employees (Corpus Christi)

2.1 Indicate what firms you have a working relationship, and note what disciplines and specialty
areas you access.




2.2 Describe how you will administer this contract.




                                      Page 78 of 83                         (rev. 2/11/2011)
3.0    PERSONNEL
3.1    Provide education and experience information related to your top or most senior staff
member that will assist in this project by the applicable discipline and specialty areas. Include
any additional information, like recognition and awards.
    Discipline/Area            Name            Education                 Experience/
                                                                         Recognition
   Registered ADA
    Specialist
   Project
    Management
   Construction Project
    Management
   ADA Compliance


   Other



4.0    EXPERIENCE

 4.1    Provide recent information in the table below that demonstrates the various disciplines
 with different clients, particularly in the public sector. Describe the applicable projects; list a
 contact person with a telephone number.
 Discipline/Area Organization               Project            Contact          Telephone #
 Registered
    ADA
    Specialist
 Construction
    Project
    Management
 ADA
    Compliance
 ADA
    Compliance
 Estimating

   Project
    Management
    & Third Party
    Plan Reviews
   Other




                                       Page 79 of 83                           (rev. 2/11/2011)
4.2 Indicate your capabilities in responding to requests for services. Discuss turn around time.
Describe how responsive your staff is to “last minute” requests.




4.3 Indicate your level of experience in effectively working with governmental agencies, like the
City of Corpus Christi, Nueces County, TxDOT, T.C.E.Q. and TDLR. Give examples of how
your firm was able to expedite projects for your clients when working with these governmental
entities.




                                      Page 80 of 83                          (rev. 2/11/2011)
5.0   REFERENCES

5.1 Describe recent major projects (list no more than five) that you worked with that met the
client’s timelines for completion of construction documents.

                       Client’s        Actual         Client’s        Actual           Contact
                       Completion      Design         Project         Completion       Name &
      Projects         Date for        Completion     Completion      Date             Phone #
                       Design          Date           Date




5.2 Describe recent ADA major projects (list no more than five) that you were involved in, and
met the client’s construction budget expectations:

      Projects           Your Estimate           Bid Amount           Contact/Phone #




The undersigned hereby authorizes and requests any person, firm, or corporation to furnish any
information requested by the RTA in verification of the recitals comprising this Certification and
Statement of Qualification.

Executed this _________ day of _____________

Signed: ____________________________________

Printed Name: ___________________________ Title: _________________________

Company Name: ______________________________ Telephone: _______________




                                      Page 81 of 83                          (rev. 2/11/2011)
6.0   DISADVANTAGED BUSINESS ENTERPRISE (DBE)

6.1 Note what firms you will be subcontracting if you awarded this contract.




6.2 Describe how you will comply with RTA’s Disadvantaged Business Enterprise Requirements
of 15% participation. Indicate the names and estimated amounts that you will expect to
subcontract with the DBE firms.




6.3 Indicate how you have provided for DBE participation on other publicly funded projects.




                                      Page 82 of 83                            (rev. 2/11/2011)
                                    ATTACHMENT G
                                   PRICE SCHEDULE

                RFP No.: 2011-S-12 PROJECT MANAGEMENT SERVICES


BIDDER ______________________________               DATE: _______________________

Instructions:

    (1) Refer to "Instructions to Bidders" and "Special Terms and Conditions" before
        completing Price Schedule. Quote your best price.

   (2) This is a one year, firm-price service agreement.

   (3) Submit one (1) signed original and two (2) copies of this Price Schedule in
         a sealed envelope, to the RTA at 5658 Bear Lane, Corpus Christi, TX
         78404-2933.




                DESCRIPTION                                 AMOUNT
 Services for Project Manager to oversee the
 engineering and construction of a new CNG
  Fueling Facility at the CCRTA’s Bear Lane
                     Facility




Signed by: ______________________________

Print Name: _____________________________

Position: ________________________________




                                   Page 83 of 83                     (rev. 2/11/2011)

								
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