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									                                                                                                      Contract#098- /[initials of CO]ASG
                                                                                                               Title - Services / Supply

                                        LAKELAND AREA MASS TRANSIT DISTRICT                                                                Formatted: Left: 0.51", Section start:
                                              D/B/A CITRUS CONNECTION                                                                      Continuous, Not Different first page header

                                                       CONTRACT # FY-__

                                                                 for

                                                         [DESCRIPTION]

THIS AGREEMENT (hereinafter, the “Contract”) is                        WHEREAS, WHEREAS, tthe Contractor warrants that                     Formatted: Left: 0.51", Not Different first
made as of the _______ day of __________ 2009 (the                     the representations made by it in its Response to the               page header
“Effective Date”) by and between:                                      Solicitation remain valid, accurate and binding upon it;            Formatted: Font color: Blue
                                                                       and
THE LAKELAND AREA MASS TRANSIT DISTRICT
(hereinafter referred to as “the District”), an independent            WHEREAS, WHEREAS, tthe Contractor desires to
special taxing district in Polk County, Florida, whose                 render the Services and meet the obligations set forth in
address is 1248 George Jenkins Blvd., Building A,                      the Solicitation, the Response, and the Scope of
Lakeland, Florida 33815.                                               Services and upon the terms and conditions set forth in
                                                                       the Contract Documents, as defined herein.
                            and
                                                                       NOW, THEREFORE, in consideration of the premises
______________, a State of __________ for-profit                       herein and other good and valuable consideration, the
corporation   (hereinafter  referred   to   as   the                   receipt and sufficiency of which is hereby
“Contractor”), with its principal place of business                    acknowledged, the parties hereto hereby agree as
located at __________________ and a Federal                            follows:
Employer Identification Number of __-____________.
                                                                       1.      RECITALS. The Recitals set forth above are
                    W I T N E S S E T H:                               incorporated herein by this reference.

                        WHEREAS,                                       2.       DEFINITIONS.        Terms not defined in the
WHEREAS, tthe District was created to perform                          Contract Documents shall have the meanings ascribed
functions necessary for the achievement of an                          to such terms in applicable state, local or federal
integrated,    efficient  and    well-balanced    public               regulations, including but not limited to the District
transportation system, and to take all steps and actions               Policies and Procedures. If there is a conflict between
necessary or convenient for the conduct of its business;               any defined terms, the reasonable interpretation of said
and                                                                    term by the District shall govern.

WHEREAS, WHEREAS, tthe District desires to obtain                      3.       CONTRACT DOCUMENTS. For the purposes
goods and/or services (collectively, the “Services”),                  of this Contract, the following documents are collectively
according to the requirements in the Request for                       referred to herein as the “Contract Documents”:
Proposal / Invitation for Bid # 09-___ (hereinafter
referred to as the “Solicitation”) and as further described            a) The third-party contracting requirements in Federal
herein; and                                                               Transit Administration (FTA) Circular 4220.1F as
                                                                          well as the applicable “Federally Required and
WHEREAS, WHEREAS, tthe Contractor has submitted                           Other Model Clauses” which are available on the
a proposal or response in connection with the                             FTA web site; and
Solicitation, which has been selected by the District                  b) This Contract together with all Exhibits and
(hereinafter referred to as the “Response”); and                          attachments hereto; and
                                                                       c) The Solicitation; and
WHEREAS, WHEREAS, tthe Contractor warrants to the                      d) The Contractor’s Response.
District that it is qualified and duly licensed to furnish the
Services in Florida and meet the obligations set forth in              In the event of a conflict between the terms of the
the Solicitation, the Response, and the documents                      Contract Documents, the order of precedence is as set
detailing the scope of services attached hereto as                     forth above. In addition, to the extent any of the terms of
Exhibit “A” (the “Scope of Services”), and as hereinafter              the Response conflict or in the reasonable opinion of
stated; and                                                            the District are not relevant to the remaining Contract
                                                                       Documents, then, in that event, the provisions
                                                                       contained in the Response will not be applicable and a
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                                                                                              Contract#098- /[initials of CO]ASG
                                                                                                       Title - Services / Supply

part of the Contract Documents. Contract Documents
shall further include any later amendments or change         (a)      Initial Term. Subject to the further provisions
orders.                                                      set forth in this paragraph, the initial term of this
                                                             Contract shall be for a period of _______ months
4.     FURNISHING OF SERVICES. In regard to the              commencing on the date specified in the Notice to
Services to be furnished by the Contractor:                  Proceed (NTP).
                                                             (b)      Option Term. The District shall have the
(a)      Furnishing of Services. The Contractor shall        option to extend this Contract by a supplemental
furnish to the District the Services in compliance with      agreement signed by the parties for ___ renewal term of
the Contract Documents.                                      ___ months, under the terms and conditions set forth in
(b)      Required Approved Task/Work Orders and              the Contract Documents. The District may extend a                     Formatted: Font color: Blue
Notice to Proceed. The Contractor shall not proceed          supplemental agreement to the Contractor to exercise
with any work required under this Contract without a         the option term, if it is in the best interests of the District,
written notice to proceed from the District (hereinafter     90 days prior to the expiration of the initial term. The
referred to as a “Notice to Proceed”), which may             Contractor must accept or reject in writing the
constitute provision of a signed contract/task work order    supplemental agreement within 30 days following
to the Contractor. Proposed task orders drafted by the       receipt of the supplemental agreement.
Contractor shall be requested by the District, and there     (c)      Termination. The District shall have the right
is no minimum number of requests that the District is        to terminate this Contract in accordance with the
obligated to request. Each task order shall detail the       provisions of paragraph 10 below.
scope of work, products used, assigned staff, including
the project manager, any subcontractorssubcontractors,       7.       PAYMENT.                                                     Formatted: Font color: Blue
schedule of performance, and cost detail for each of the
foregoing items. Any work performed or expenses              (a)      Payment. The District agrees to pay the
incurred by the Contractor prior to receipt of a Notice to   Contractor for the Services the amount provided in the
Proceed shall be entirely at the Contractor’s risk.          Scope of Services.
(c)      Type of Contract. The Contract shall be             (b)      Maximum Contract Amount. In any event,
defined as the following:                                    the total amount to be paid by the District pursuant to
                                                             any Contract Work or Task Orders / this Contract for the              Formatted: Font color: Blue
[Firm], fixed [unit] price                                   Services shall not exceed $____________ (hereinafter
[Firm], fixed fee                                            referred to as the “Not to Exceed Amount”) without the
Cost-plus fixed fee (CPFF)                                   further written agreement of the District.
Time and materials (T&M)                                     (c)      Procedure for Invoicing.          Invoicing for
Labor-hour contract                                          services must be rendered in accordance with the
Task-order contract.                                         District Purchasing Policies and the Florida Prompt
                                                             Payment statute, posted on the LAMTD web site, on a
The contract will be on a:                                   monthly basis, or as otherwise provided in the Contract
Requirements basis.                                          Documents. The invoice must be sent to: Accounts
Indefinite delivery, indefinite quantity (IDIQ) basis.       Payable, Accounts Payable, P.O. Box 1687, Lakeland
                                                             FL 33802.
Cost-plus percentage of cost contracts are prohibited by     (d)      Time of Payment by the District. Consistent
federal law (see: 46 Comp. Gen. 612 (B-159713; FTA           with the Florida Prompt Payment Statute (F.S. Ch.
C.42201F)). If the Contractor engages any sub-               218.70, et seq.), and further subject to the terms and
contractors on a cost-plus percentage of cost contract       conditions provided herein, the District shall make full
type basis, the Contractor shall be deemed to be in          payment within net 45 [25 if construction] days after                 Formatted: Font color: Blue
material breach of the Contract and the District may         receipt and approval by the District of the Contractor’s
terminate for cause under the provisions set forth           invoice, unless otherwise stated herein. Subject to the
below.                                                       terms and conditions provided herein, the District shall
                                                             make full payment within net _____ days after receipt
5.       NOT TO EXCEED AMOUNT. The Contractor                and approval by the District of the Contractor’s invoice,
shall not provide Services of an amount that would be        unless otherwise stated herein.
greater than the “Not To Exceed Amount” (as defined          (e)      Prohibited Costs. The District may request
below), unless otherwise agreed in writing by the            additional documentation from the Contractor prior to
District. The Contractor shall also not be required to       payment of any invoice or bill from the Contractor. The
provide Services in excess of said Amount, except as         District may disallow and deduct any cost for which
otherwise provided in the Contract Documents.                proper documentation is not provided. Notwithstanding
                                                             any other provision in this Contract or any other
6.       TERM.                                               document, the provisions of Federal Acquisition
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                                                                                            Contract#098- /[initials of CO]ASG
                                                                                                     Title - Services / Supply

Regulations (FAR) 31.201 through 31.205 regarding            similar services under similar conditions at the locale of
“Allowable Costs” govern, and are hereby incorporated        the project and at the time the Services are to be
by reference herein. Such prohibited costs include, but      performed. The Contractor’s performance shall be
are not limited to: general advertising/public relations;    considered acceptable when:
alcoholic beverages; bad debts; contingency reserves;        (i) The Contractor’s performance has been inspected
contributions and donations; dividends or other profit             and approved by the District and, if applicable, all
distributions; excess depreciation; entertainment; fines,          punch-list items have been properly corrected to the
penalties, and mischarging costs; first-class/business             District’s satisfaction; and
class air travel; goodwill amortization; insurance for       (ii) The Contractor has delivered to the District the               Formatted: Font color: Blue
catastrophic losses; interest and related taxes for                Contractor’s final affidavit in form acceptable to the        Formatted: Bullets and Numbering
refinancing; legal judgments, fines, and related                   District (which would incorporate a full and general
attorney’s fees; lobbying costs; losses on other                   release of the District), if any, as well as a final
contracts; organization expenses and related taxes for             affidavit and release from any sub-contractor; and            Formatted: Font color: Blue
reorganizing; certain taxes for federal income and           (ii)The Contractor has delivered to the District the                Formatted: Font: (Default) Arial, 10 pt, Font
excess profits; relocation cost ; dues, memberships,               Contractor’s final affidavit in form acceptable to the        color: Blue
conferences, and subscriptions.                                    District, (which would incorporate a full and general
                                                                                                                                 Formatted: Font color: Blue
(f) Receipt of Payment by Contractor as Release                    release to the District), as well as a final affidavit
Against of the District. The acceptance by the                     and release from any subcontractor; and
Contractor, its successors, or assigns, of any progress      (iii) All the other duties and obligations to be performed
or final payment due pursuant to this Contract, shall              by the Contractor under the Contract Documents
constitute a full and complete release of the District             have been satisfactorily met or performed, including
from any and all claims, demands, or causes of action              the delivery to the District of any materials or
whatsoeverfor non payment that the Contractor, its                 documentation relating to the Services, including
successors, or assigns may have against the District in            any warranty materials.
connection with the Services performed hereunder,            (c)        The Contractor shall conform to all applicable
through the date that the Services are rendered and for      governmental requirements and regulations, whether or
which such payment is made.                                  not such requirements and regulations are specifically
(g) SubcontractorsSubcontractors. In the event the           set forth in the Contract Documents. The Contractor in
Contractor is utilizing any subcontractorssubcontractors     this regard understands that the District is a public
for the furnishing of Services (which must be approved       agency which receives both federal and state funding.               Formatted: Not Highlight
by      the     District  prior    to   engaging       the   Therefore, the Contract Documents and the
subcontractorsubcontractor in any work pursuant to this      performance by the Contractor shall be subject to any
Contract), then, upon request by the District, the           applicable rules and regulations promulgated by the
Contractor shall further provide to the District copies of   Federal Transit Administration (“FTA”) and/or the                   Formatted: Font color: Blue, Not Highlight
billings and other invoices which may be received from       Florida Department of Transportation (“FDOT”).
any such subcontractorssubcontractors and, in addition,      (d)        The Contractor shall pay license fees and all
the Contractor will obtain releases from time to time in     sales, consumer, use and other similar taxes relating to
favor        of       the     District     from       any    the Contract, and the matters to be performed
subcontractorsubcontractor(s) for work so performed by       thereunder. The District is exempt from payment of
that subcontractorsubcontractor. The District shall have     Florida sales and use taxes. The District will sign an
the right from time to time to directly contact and          exemption certificate submitted by the Contractor, if
discuss with the subcontractorsubcontractor any work         required. The Contractor shall not be exempted from
performed by that SubcontractorSubcontractor under           paying sales tax to its suppliers for materials used to
the Contract Documents, but the District will not have       fulfill contractual obligations with the District, nor is the
any liability or obligation to said subcontract or said      Contractor authorized to use the District’s tax exemption
subcontractorsubcontractor.                                  number in securing such materials.             The District
                                                             reserves the right to “direct buy” any materials to be
8.       CONTRACTOR’S OBLIGATIONS.                           furnished by the Contractor under the Contract
                                                             Documents and, if the District requests, the parties will
(a)       The Contractor shall, for the consideration set    enter into an appropriate agreement reflecting said
forth herein, and at its sole cost and expense, as an        direct purchase, the effect of which will be for the
independent contractorContractor, provide all labor,         District to directly purchase those materials.
materials, equipment, tools, supplies and incidentals        Accordingly, the contract amount will be reduced by the
necessary to perform this Contract in the manner and to      amount of the purchase price paid by the District for
the full extent as set forth in the Contract Documents.      said materials, in addition to the delivery cost of those
(b)       Contractor will render its Services in             materials to be physically acquired and/or delivered to
accordance with the standard of care, skill and diligence    the Contractor, with full warranties regarding those
exercised by members of the same profession providing        materials as if those materials were purchased from the
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                                                                                              Contract#098- /[initials of CO]ASG
                                                                                                       Title - Services / Supply

Contractor. Any bonds furnished by the Contractor will         omission of the party or of any of their employees,
apply to those materials.                                      agents or others for whose acts they are legally liable, a
(e)       The Contractor shall be responsible for              claim for damages therefor shall be made in writing to
payment of its employee(s)’ Federal Insurance                  such other party within a reasonable time after the first
Contributions Act (“FICA”) and Social Security benefits        observance of such injury orf damage.
with respect to this Contract.
(f)       Unless otherwise expressly set forth in the          9.    NON-DISCRIMINATION/CIVIL RIGHTS
Contract Documents, the Contractor shall be                    REQUIREMENTS.
responsible to secure, at the Contractor’s expense, all
necessary permits and approvals. The Contractor shall          The following requirements apply to the underlying
promptly furnish copies of all such permits and                contract:
approvals to the District as and when obtained.
(g)       The Contractor shall be responsible to               (1) Nondiscrimination - In accordance with Title VI of the
coordinate all tests and inspections necessary for the         Civil Rights Act, as amended, 42 U.S.C. § 2000d,
proper execution and timely completion of this Contract.       section 303 of the Age Discrimination Act of 1975, as
(h)       The Contractor shall be required to obtain and       amended, 42 U.S.C. § 6102, section 202 of the
maintain during the term of the Contract at its sole           Americans with Disabilities Act of 1990, 42 U.S.C. §
expense, any and all insurance required under the              12132, and Federal transit law at 49 U.S.C. § 5332, the
Contract Documents or as may be otherwise                      Contractor agrees that it will not discriminate against
reasonably required by the District and, if applicable, to     any employee or applicant for employment because of
show the District as an insured under said insurance           race, color, creed, national origin, sex, age, or disability.
and to furnish appropriate certificates to the District. The   In addition, the Contractor agrees to comply with
required insurances are: Automobile Liability                  applicable Federal implementing regulations and other
Insurance shall be maintained by the selected firm or          implementing requirements FTA may issue.
individualContractor with a combined single limit of not       (2) Equal Employment Opportunity - The following equal
less than the statutory minimum permitted by Florida           employment opportunity requirements apply to the
law, as well as Bodily Injury and Property Damage in           underlying contract:
accordance with the laws in the State of Florida, as to
the ownership, maintenance, and use of all owned, non-             Race, Color, Creed, National Origin, Sex - In
owned, leased or hired vehicles. “Lakeland Area Mass               accordance with Title VII of the Civil Rights Act, as
Transit District” will be named as additional insured.             amended, 42 U.S.C. § 2000e, and Federal transit
Professional Liability Insurance shall be maintained               laws at 49 U.S.C. § 5332, the Contractor agrees to
by the selected firm or individualthe Contractor with an           comply with all applicable equal employment
each occurrence limit of not less than $100,000.00                 opportunity requirements of U.S. Department of
protecting the selected firm or individualContractor               Labor (U.S. DOL) regulations, "Office of Federal
against claims of LAMTD for negligence, errors,                    Contract Compliance Programs, Equal Employment
mistakes or omissions in the performance of services to            Opportunity, Department of Labor," 41 C.F.R. Parts
be performed and furnished by the selected firm or                 60 et seq., (which implement Executive Order No.
individualContractor. Workers Compensation shall be                11246, "Equal Employment Opportunity," as
maintained by the selected firm or individual                      amended by Executive Order No. 11375,
forContractor for all employees engaged in the work                "Amending Executive Order 11246 Relating to
under this Contract in accordance with the laws of the             Equal Employment Opportunity," 42 U.S.C. § 2000e
State of Florida. Employers Liability Insurance shall be           note), and with any applicable Federal statutes,
maintained by the selected firm or individualContractor            executive orders, regulations, and Federal policies
at limits not less than the following and shall include a          that may in the future affect construction activities
waiver of subrogation in favor of LAMTD: $500,000                  undertaken in the course of the project. The
eEach aAccident; $500,000 ; Disease (eEach                         Contractor agrees to take affirmative action to
eEmployee); $500,000; dDisease Aggregate.                          ensure that applicants are employed, and that
(i)       The Contractor, at the request of the District,          employees are treated during employment, without
shall further provide to the District such other                   regard to their race, color, creed, national origin,
information as the District may reasonably request from            sex, or age. Such action shall include, but not be
time to time. Further, the Contractor shall at the                 limited to, the following: employment, upgrading,
District’s request meet and have its employees and                 demotion or transfer, recruitment or recruitment
representatives meet with the District from time to time,          advertising, layoff or termination; rates of pay or
regarding any of the Services to be rendered under the             other forms of compensation; and selection for
Contract.                                                          training, including apprenticeship. In addition, the
(j)       Should either party to the Contract suffer injury        Contractor agrees to comply with any implementing
or damage to person or property because of any act or              requirements FTA may issue.
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                                                                                             Contract#098- /[initials of CO]ASG
                                                                                                      Title - Services / Supply

                                                                   Hearing and Speech Disabled," 47 C.F.R. Part 64,
(3) Age - In accordance with section 4 of the Age                  Subpart F; and
Discrimination in Employment Act of 1967, as amended,              I) FTA regulations, "Transportation for Elderly and
29 U.S.C. § 623 and Federal transit law at 49 U.S.C. §             Handicapped Persons,” 49 C.F.R. Part 609.
5332, the Contractor agrees to refrain from
discrimination against present and prospective               (5) The Contractor also agrees to include these
employees for reason of age. In addition, the Contractor     requirements in each subcontract financed in whole or
agrees to comply with any implementing requirements          in part with Federal assistance provided by FTA,
FTA may issue.                                               modified only if necessary to identify the affected
(4) Access Requirements to Individuals with Disabilities     parties.
- In accordance with section 102 of the Americans with
Disabilities Act, as amended, 42 U.S.C. § 12112, the         10.       TERMINATION. Default by Contractor.
Contractor agrees that it will comply with the
requirements of U.S. Equal Employment Opportunity            (a)      The District may, in it sole and absolute
Commission, "Regulations to Implement the Equal              discretion, by written notice of default to the Contractor,
Employment Provisions of the Americans with                  terminate all or any part of this Contract if (i) the
Disabilities Act," 29 C.F.R. Part 1630, pertaining to        Contractor fails to perform the Services described
employment of persons with disabilities. In addition, the    herein, within the time specified herein or any extension
Contractor agrees to comply with any implementing            thereof; or (ii) if the Contractor fails to satisfy any of the
requirements FTA may issue. The Contractor shall             other material provisions of the Contract, or so fails to
comply with all applicable requirements of the               make progress as to endanger performance of this
Americans with Disabilities Act of 1990 (ADA), 42            Contract in accordance with its terms; and in either of
U.S.C. 12101 et seq. and 49 U.S.C. 322; Section 504 of       these two circumstances does not cure such failure
the Rehabilitation Act of 1973, as amended, 29 U.S.C.        within a period of ten (10) days (or such longer period
794; Section 16 of the Federal Transit Act, as amended,      as the Contracting Officer may in his/her absolute
49 U.S.C. app. 1612; and the following regulations and       discretion authorize in writing) after receipt of notice
any amendments thereto:                                      from the Contracting Officer specifying such failure. In
                                                             the event that the District elects to waive its remedies
   A) U.S. DOT regulations, "Transportation Services         for any breach by the Contractor of any covenant, term
       for Individuals with Disabilities (ADA)," 49          or condition of this Contract, such waiver by the District
       C.F.R. Part 37;                                       shall not limit the District’s remedies for any succeeding
   B) U.S. DOT regulations, "Nondiscrimination on the        breach of that or of any other term, covenant, or
       Basis of Handicap in Programs and Activities          condition of this Contract.
       Rece3iving or Benefiting from Federal Financial
       Assistance," 49 C.F.R. Part 27;                       (b)       Termination by the District for Convenience.
   C) U.S. DOT regulations, "Americans With                  This Contract may be terminated by the District in its
       Disabilities (ADA) Accessibility Specifications for   absolute discretion, in whole or in part, whenever the
       Transportation Vehicles," 49 C.F.R. Part 39;          District Contracting Officer or the District shall
   D) Department of Justice (DOJ) regulations,               determine that such termination is in the best interest of
       "Nondiscrimination on the Basis of Disability in      the District. Any such termination shall be effected by
       State and Local Government Services," 28              delivery of a notice of termination by the District to the
       C.F.R. Part 36;                                       Contractor, specifying the extent to which performance
   E) DOJ Regulations, "Nondiscrimination on the             of work under the Contract is terminated, and the date
       Basis of Disability by Public Accommodations          upon which such termination becomes effective. The
       and in Commercial Facilities," 28 C.F.R. Part         Contractor shall be paid its costs, including contract
       36;                                                   closeout costs, and profit on work performed up to the
   F) General Services Administration regulations,           time of termination. The Contractor shall promptly
       "Construction      and    Alteration  of     Public   submit its claim for final payment to the District.
       Buildings," "Accommodations for the Physically        Settlement of claims by the Contractor under this
       Handicapped," 41 C.F.R. Part 101-10;                  paragraph shall be in accordance with the provisions
   G) Equal Employment Opportunity Commission                set forth in Part 49 of Title 48 of the Federal Acquisition
       (EEOC) "Regulations to Implement the Equal            Regulations (48 C.F.R. 49), except that wherever the
       Employment Provisions of the Americans with           word “Government” appears it shall be deleted and the
       Disabilities Act," 29 C.F.R. Part 1630;               word “the District” shall be substituted in lieu thereof.
   H) Federal         Communications        Commission       (c)       Default by the District. In the event the
   regulations, "Telecommunications Relay Services           District is in default under this Contract, the Contractor
   and Related Customer Premises Equipment for the           shall first provide written notice to the District of said
                                                             condition alleged by the Contractor to be a default, and
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                                                                                               Contract#098- /[initials of CO]ASG
                                                                                                        Title - Services / Supply

the District shall have a reasonable period of time, not        12. NOTICES. All notices shall be made to the                       Formatted: Space After: 0 pt
to exceed sixty days, within which to cure said default.        addresses listed in the preamble to this Contract, unless
During said period, the Contractor shall continue to            otherwise provided below:
provide the services to the District.
(d)      Remedies for Default by Contractor. If this            (a)   The Contractor’s primary point of contact for daily
Contract is terminated by the District for default by the             operations, or project manager, regarding the
Contractor, the District shall, except as otherwise                   Services pursuant to this Contract is:_________
expressly set forth in the Contract Documents, retain                 (name), ________ (address), ___________
any and all remedies available for to it against the                  (phone), ____________ (e-mail). The District
Contractor. By way of illustration and not limitation, the            reserves the right to require the Contractor to
District may proceed to obtain the remaining Services                 assign a new staff member to manage the project
from another third party and thereby recover from the                 at the District’s sole discretion, should progress
Contractor any “excess costs” incurred by the District in             completing performance under this contract
so doing.                                                             become unsatisfactory.
                                                                (b)   The Contractor’s primary point of contact for legal
11.      DISPUTE RESOLUTION. Providing there is no                    notice and authority to modify or act under this
conflict with Part 49 of Title 48 of the Federal                      Contract,    is:_________       (name),     ________
Acquisition Regulations (48 C.F.R. 49), the District may              (address), ___________ (phone), ____________
elect to refer any and all disagreements, disputes,                   (e-mail).
controversies or claims with the Contractor (“Legal             (c)   The Contractor may appoint other individuals upon
Dispute(s)”) to the American Arbitration Association                  written notice to, and approval by, the District. The
(“AAA”) provided, however, that nothing in this                       Contractor shall provide written notice to the
paragraph shall in any way limit the right of the District            District promptly with respect to any changes to
to terminate this Agreement under paragraph 10 hereof.                the aforesaid contact information.
On filing for such arbitration, the District shall appoint      (d)   As of the date hereof, the District designates
one arbitrator, the Contractor shall appoint a second                 Adam Goldman, Manager of Purchasing and
arbitrator, and AAA shall appoint a third arbitrator.                 Contracts (the “Contracting Officer”), (863) 688-
Once a claim in arbitration has been filed, the parties               7433 ext. 144, P.O. Box 1687, Lakeland FL 33802,
shall have sixty (60) days to conduct discovery pursuant              as the primary point of contact for issues
to the discovery rules of the United States District Court            pertaining to contractual changes, modifications
for the Middle District of Florida, Tampa Division, and               and overall Contractor performance.
the parties agree that the arbitrators shall enforce such       (e)   The District and the Contractor may change its
discovery rules in a manner in which such rules would                 own staff designations upon written notice to the
be enforced in such court and that the mandatory                      other party. The designated District staff member
disclosures under Rule 26 of the Federal Rules of Civil               shall not have the authority to modify this Contract
Procedure shall apply. Once such sixty (60) day                       except in accordance with applicable rules and
discovery period has ended, each of the parties shall                 regulations, including, but not limited to the
have an additional fifteen (15) days to file a written brief          District’s      Policies      and         Procedures.
which shall not exceed fifty (50) pages and which shall               Notwithstanding anything herein to the contrary, no
support such party’s position in the Legal Dispute. The               such change, modification or amendment shall be
arbitrators shall then render a binding decision                      valid or binding upon the District, if the authorizing
regarding the Legal Dispute based on such written                     representative of the District executing such
briefs. Notwithstanding the foregoing, either party may               instrument has exceeded its authority, pursuant to
seek appropriate injunctive relief from any court of                  the applicable the District Policies and Procedures.
appropriate jurisdiction for any threatened or actual
breach, which may cause immediate and irreparable               13. MISCELLANEOUS.
harm. The parties hereby consent and agree that any
action, suit or proceeding arising in connection with any       (a) Captions and Headings.           The captions and
Legal Dispute relating to this Contract shall be brought            headings provided herein are for convenience of
                                         th
only in the exclusive jurisdiction of 10 Judicial Circuit of        reference only and are not intended to be used in
the State of Florida or the United States District Court            construing the terms and provisions hereof.
for the Middle District of Florida, Tampa Division;             (b) Number aAnd Gender. Whenever herein the
provided, however, that any Legal Dispute arising out of            singular or plural is used the same shall include the
this Contract shall first be subject to the District’s option       other where appropriate. Words of any gender
to refer such Legal Dispute to the AAA as provided in               shall include other gendersall genders when the
this paragraph 11.                                                  context so requires.
                                                                (c) Multiple Counterparts. This Contract may be
                                                                    executed in a number of identical counterparts each
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                                                                                                             Contract#098- /[initials of CO]ASG
                                                                                                                      Title - Services / Supply

      of which is an original and all of which constitute               any rights or liabilities arising out of the terms of this
      collectively one agreement. In making proof of this               Contract.
      Contract in any legal action, it shall not be
      necessary to produce or account for more than one          14. AMENDMENT OF CONTRACT. This Contract
      such counterpart.                                          may not be modified or amended without the prior
(d)   Attorney Fees. In the event of any legal action,           written consent of the party to be charged by said
      including      arbitration   proceedings,      seeking     amendment or modification. This provision may not
      enforcement of this Contract, the prevailing party         itself be changed orally. The Contractor specifically is
      shall be entitled to recover reasonable attorneys’         aware and understands that any material or substantial
      fees and the costs of such proceedings from the            change to this Contract may require approval of the
      other party, including without limitation fees and         District’s Governing Board for any such change to be
      costs associated with any trial, appellate or              valid.
      bankruptcy proceeding.
(e)   Waiver Of Jury Trial. EACH PARTY HEREBY                    15.     DISTRICT APPROVAL.            Execution of this
      AGREES NOT TO ELECT A TRIAL BY JURY OF                     Contract, including the exhibits and attachments hereto,
      ANY ISSUE TRIABLE OF RIGHT BY JURY, AND                    is contingent upon the approval by the District
      WAIVES ANY RIGHT TO TRIAL BY JURY FULLY                    Governing Board, consistent with the Solicitation, and
      TO THE EXTENT THAT ANY SUCH RIGHT SHALL                    applicable governing rules and procedures of the
      NOW OR HEREAFTER EXIST WITH REGARD TO                      District.
      THE CONTRACT DOCUMENTS, OR ANY CLAIM,
      COUNTERCLAIM OR OTHER ACTION ARISING                       16.     ENTIRE CONTRACT. This Contract, including
      IN CONNECTION THEREWITH. THIS WAIVER                       the Contract Documents referenced above, together
      OF RIGHT TO TRIAL BY JURY IS GIVEN                         with any exhibits or attachments hereto constitutes the
      KNOWINGLY AND VOLUNTARILY BY EACH                          entire agreement between the parties.
      PARTY, AND IS INTENDED TO ENCOMPASS
      INDIVIDUALLY EACH INSTANCE AND EACH                        17. ACCESS TO RECORDS AND REPORTS. In
      ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY                  accordance with 49 C. F. R. 18.36(i), the Contractor
      JURY WOULD OTHERWISE ACCRUE.                               agrees to provide the District, the Federal Transit
(f)   Assignment.         The District has selected the          Administration (FTA) Administrator, the Comptroller
      Contractor to render the Services based in                 General of the United States or any of their authorized
      substantial part on the personal qualifications of the     representatives access to any books, documents,
      Contractor; as such, the Contractor may not assign         papers and records of the Contractor which are directly
      or transfer any right or obligation of this Contract in    pertinent to this contract for the purposes of making
      whole or in part, without the prior written consent of     audits, examinations, excerpts and transcriptions.
      the District, which consent may be granted or              Contractor also agrees, pursuant to 49 C. F. R. 633.17
      withheld in the sole discretion of the District. The       to provide the FTA Administrator or the FTA
      Contractor may utilize subcontractorContractors as         Administrator’s authorized representatives including any
      otherwise permitted and provided in the Contract           PMO Contractor access to Contractor's records and
      Documents. Any assignment or transfer of any               construction sites (if any) pertaining to a major capital
      obligation under this Contract without the prior           project, defined at 49 U.S.C. 5302(a)1, which is
      written consent of the District shall be void ab initio,   receiving federal financial assistance through the
      and shall not release the Contractor from any              programs described at 49 U.S.C. 5307, 5309 or 5311.
      liability or obligation under the Contract, or cause       In accordance with 49 CFR 18.39(i)(11), the Contractor
      any such liability or obligation to be reduced to a        agrees to maintain all books, records, accounts and
      secondary liability or obligation.                         reports required under this contract for a period of not
(g)   Survival and Severability. Should any provision            less than seven years (or fifteen years because the
      of this Contract be determined to be illegal or in         Contract involves the performance of capital
                                                                                 1
      conflict with any laws of the State of Florida or the      improvements ), after the date of termination or
      Federal government, the validity of the remaining          expiration of this contract, except in the event of
      provisions shall not be impaired.                          litigation or settlement of claims arising from the
(h)   No Third-Party Beneficiary.          It is specifically    performance of this contract, in which case Contractor
      agreed that this Contract is not intended by any of        agrees to maintain same until the District, the FTA
      the provisions of any part of this Contract to             Administrator, the Comptroller General, or any of their
      establish in favor of any other party, the public or       duly authorized representatives, have disposed of all
      any member thereof, the rights of a third-party            such litigation, appeals, claims or exceptions related
      beneficiary hereunder, or to create or authorize any
      private right of action by any person or entity not a
      signatory to this Contract to enforce this Contract or     1
                                                                     Florida Statutes 119 and 257, et seq.                                        Formatted: Font: (Default) Arial
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                                                                                            Contract#098- /[initials of CO]ASG
                                                                                                     Title - Services / Supply

thereto. The Contractor agrees to permit any of the          identify the subcontractorContractor who will be subject
foregoing parties to reproduce by any means                  to the provisions.
whatsoever or to copy excerpts and transcriptions as
reasonably needed.                                           21.      INCORPORATION OF FEDERAL TRANSIT
                                                             ADMINISTRATION (FTA) TERMS. Whether or not
18.     ENERGY CONSERVATION. The Ccontractor                 expressly set forth in the preceding contract provisions,
agrees to comply with mandatory standards and                all standard terms and conditions required by the United
policies relating to energy efficiency which are             States Department of Transportation (DOT) are hereby
contained in the state energy conservation plan issued       incorporated by reference. All contractual provisions
in compliance with the Energy Policy and Conservation        required by DOT, as set forth in FTA Circular 4220.1FE              Formatted: Default Paragraph Font
Act.                                                         are hereby incorporated by reference. Anything to the               Formatted: Default Paragraph Font
                                                             contrary herein notwithstanding, all FTA mandated
19.      FEDERAL CHANGES. Contractor shall at all            terms shall be deemed to control in the event of a
times comply with all applicable FTA regulations,            conflict with other provisions contained in this Contract.
policies, procedures and directives, including without       The Contractor shall not perform any act, fail to perform
limitation those listed directly or by reference in the      any act, or refuse to comply with any District requests
Master Agreement between the District and FTA, as            which would cause the District to be in violation of the
they may be amended or promulgated from time to time         FTA terms and conditions.
during the term of this contract. Contractor's failure to
so comply shall constitute a material breach of this         22.     CLEAN WATER
contract.
                                                             (1) The Contractor agrees to comply with all applicable
20.  PROGRAM FRAUD AND FALSE OR                              standards, orders or regulations issued pursuant to the
FRAUDULENT STATEMENTS OR RELATED ACTS.                       Federal Water Pollution Control Act, as amended, 33
                                                             U.S.C. 1251 et seq. The Contractor agrees to report
(1) The Contractor acknowledges that the provisions of       each violation to the District and understands and
the Program Fraud Civil Remedies Act of 1986, as             agrees that the District will, in turn, report each violation
amended, 31 U.S.C. § § 3801 et seq. and U.S. DOT             as required to assure notification to FTA and the
regulations, "Program Fraud Civil Remedies," 49 C.F.R.       appropriate EPA Regional Office.
Part 31, apply to its actions pertaining to this project.    (2) The Contractor also agrees to include these
Upon execution of the underlying contract, the               requirements in each subcontract exceeding $100,000
Contractor certifies or affirms the truthfulness and         financed in whole or in part with Federal assistance
accuracy of any statement it has made, it makes, it may      provided by FTA.
make, or causes to be made, pertaining to the
underlying contract or the FTA assisted project for          23.     CERTIFICATION REGARDING LOBBYING
which this contract work is being performed. In addition
to other penalties that may be applicable, the Contractor    The Contractor certifies, to the best of its knowledge
further acknowledges that if it makes, or causes to be       and belief, that:
made, a false, fictitious, or fraudulent claim, statement,
submission, or certification, the Federal Government         (1) No Federal appropriated funds have been paid or
reserves the right to impose the penalties of the            will be paid, by or on behalf of the undersigned, to any
Program Fraud Civil Remedies Act of 1986 on the              person for influencing or attempting to influence an
Contractor to the extent the Federal Government deems        officer or employee of an agency, a Member of
appropriate.                                                 Congress, an officer or employee of Congress, or an
(2) The Contractor also acknowledges that if it makes,       employee of a Member of Congress in connection with
or causes to be made, a false, fictitious, or fraudulent     the awarding of any Federal contract, the making of any
claim, statement, submission, or certification to the        Federal grant, the making of any Federal loan, the
Federal Government under a contract connected with a         entering into of any cooperative agreement, and the
project that is financed in whole or in part with Federal    extension, continuation, renewal, amendment, or
assistance originally awarded by FTA under the               modification of any Federal contract, grant, loan, or
authority of 49 U.S.C. § 5307, the Government reserves       cooperative agreement.
the right to impose the penalties of 18 U.S.C. § 1001        (2) If any funds other than Federal appropriated funds
and 49 U.S.C. § 5307(n)(1) on the Contractor, to the         have been paid or will be paid to any person for making
extent the Federal Government deems appropriate.             lobbying contacts to an officer or employee of any
(3) The Contractor agrees to include the above two           agency, a Member of Congress, an officer or employee
clauses in each subcontract financed in whole or in part     of Congress, or an employee of a Member of Congress
with Federal assistance provided by FTA. It is further       in connection with this Federal contract, grant, loan, or
agreed that the clauses shall not be modified, except to     cooperative agreement, the undersigned shall complete
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                                                                                             Contract#098- /[initials of CO]ASG
                                                                                                      Title - Services / Supply

and submit Standard Form--LLL, "Disclosure Form to             26.     SUSPENSION AND DEBARMENT
Report Lobbying," in accordance with its instructions [as
amended by "Government wide Guidance for New                   (1) This contract is a covered transaction for purposes
Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96).        of 49 CFR Part 29. As such, the contractorContractor is
Note: Language in paragraph (2) herein has been                required to verify that none of the contractorContractor,
modified in accordance with Section 10 of the Lobbying         its principals, as defined at 49 CFR 29.995, or affiliates,
Disclosure Act of 1995 (P.L. 104-65, to be codified at 2       as defined at 49 CFR 29.905, are excluded or
U.S.C. 1601, et seq.)]                                         disqualified as defined at 49 CFR 29.940 and 29.945.
(3) The Contractor shall require that the language of this     The contractorContractor is required to comply with 49
certification be included in the award documents for all       CFR 29, Subpart C and must include the requirement to
subawards at all tiers (including subcontracts,                comply with 49 CFR 29, Subpart C in any lower tier
subgrants, and contracts under grants, loans, and              covered transaction it enters into.
cooperative agreements) and that all subrecipients shall
certify and disclose accordingly.                              (2) The certification in this clause is a material
                                                               representation of fact relied upon by the District If it is
This certification is a material representation of fact        later determined that the Contractor knowingly rendered
upon which reliance was placed when this transaction           an erroneous certification, in addition to remedies
was made or entered into.             Submission of this       available to the District, the Federal Government may
certification is a prerequisite for making or entering into    pursue available remedies, including but not limited to
this transaction imposed by 31, U.S.C. § 1352 (as              suspension and/or debarment.
amended by the Lobbying Disclosure Act of 1995). Any
person who fails to file the required certification shall be   (4) Pursuant to 31 U.S.C. § 1352(c)(1)-(2)(A), any
subject to a civil penalty of not less than $10,000 and        person who makes a prohibited expenditure or fails to
not more than $100,000 for each such failure. Pursuant         file or amend a required certification or disclosure form
to 31 U.S.C. § 1352(c)(1)-(2)(A), any person who               shall be subject to a civil penalty of not less than
makes a prohibited expenditure or fails to file or amend       $10,000 and not more than $100,000 for each such
a required certification or disclosure form shall be           expenditure or failure.
subject to a civil penalty of not less than $10,000 and
not more than $100,000 for each such expenditure or            (5) The Contractor certifies or affirms the truthfulness
failure.                                                       and accuracy of each statement of its certifications and
                                                               disclosures. In addition, the Contractor understands
24.      CLEAN AIR                                             and agrees that the provisions of 31 U.S.C. A 3801, et
                                                               seq., apply to this certification and disclosure.
(1) The Contractor agrees to comply with all applicable
standards, orders or regulations issued pursuant to the        27.       PUBLIC RECORDS. The District is subject to
Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq.           Florida’s Government in the Sunshine Law, Chapter
The Contractor agrees to report each violation to the          286, Florida Statutes (the “Sunshine Law”) and the
District and understands and agrees that the District          Public Records Act, Chapter 119, Florida Statutes (the
will, in turn, report each violation as required to assure     “Public Records Act”).         It is possible that the
notification to FTA and the appropriate EPA Regional           Contractor, as a result of the Contract, may also be
Office.                                                        subject to the Sunshine Law and the Public Records Act
(2) The Contractor also agrees to include these                and, if so, the Contractor will promptly respond in
requirements in each subcontract exceeding $100,000            accordance with the statute to any and all third party
financed in whole or in part with Federal assistance           requests for “public records,” as that term is defined in
provided by FTA.                                               the Public Records Act. In regard to any such request,
                                                               the Contractor will promptly notify the District. The
25.     RECOVERED             MATERIALS.               The     District’s determination as to the necessity of such
contractorContractor agrees to comply with all the             response shall be presumptively correct.
requirements of Section 6002 of the Resource
Conservation and Recovery Act (RCRA), as amended               28.      NO WAIVER OF SOVEREIGN IMMUNITY.
(42 U.S.C. 6962), including but not limited to the             Nothing contained in this Contract shall be construed to
regulatory provisions of 40 CFR Part 247, and                  waive the sovereign immunity of the District under
Executive Order 12873, as they apply to the                    Chapter 768, Florida Statutes, and any amendments
procurement of the items designated in Subpart B of 40         thereof, or under any other provision of law.
CFR Part 247. This contract clause flows down to any
subcontractorssubcontractors of the Contractor herein.         29.  NO OBLIGATION BY THE FEDERAL
See Exhibit “B” attached hereto for a list of such items.      GOVERNMENT.

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                                                                                               Contract#098- /[initials of CO]ASG
                                                                                                        Title - Services / Supply

(1) The District and Contractor acknowledge and agree           participating in the contract as provided in the prime
that, notwithstanding any concurrence by the Federal            contractorContractor’s commitment; and
Government in or approval of the solicitation or award of       6. If the contract goal is not met, evidence of good faith
the underlying contract, absent the express written             efforts to do so. The contractorContractor has
consent by the Federal Government, the Federal                  presented the information required above as a matter of
Government is not a party to this contract and shall not        responsiveness with initial proposals prior to contract
be subject to any obligations or liabilities to the District,   award (see 49 CFR 26.53(3)).
Contractor, or any other party (whether or not a party to
that contract) pertaining to any matter resulting from the      {If no separate contract goal has been established, use
underlying contract.                                            the following} d) The Contractor is required to report its
(2) The Contractor agrees to include the above clause           DBE participation obtained through race-neutral means
in each subcontract financed in whole or in part with           throughout the period of performance, if it has obtained
Federal assistance provided by FTA. It is further agreed        DBE subcontractorssubcontractors for the Services
that the clause shall not be modified, except to identify       under this Contract.
the subcontractorContractor who will be subject to its
provisions.                                                     e) The Contractor is required to pay its DBE
                                                                subcontractorssubcontractors performing work related
30.     DISADVANTAGED BUSINESS ENTERPRISES.                     to this contract for satisfactory performance of that work
                                                                no later than 30 days after the contractorContractor’s
a) This contract is subject to the requirements of Title        receipt of payment for that work from the District. In
49, Code of Federal Regulations, Part 26, Participation         addition, the Contractor may not hold retainage from its
by Disadvantaged Business Enterprises in Department             subcontractorssubcontractors and is required to return
of Transportation Financial Assistance Programs. The            any        retainage         payments       to       those
national goal for participation of Disadvantaged                subcontractorssubcontractors within 30 days after the
Business Enterprises (DBE) is 10%. The agency’s                 subcontractor'ssubcontractor’s work related to this
overall goal for DBE participation is 10%. A separate           contract is satisfactorily completed. The Contractor is
contract goal [of __ % DBE participation [has] [has not]        required to return any retainage payments to those
been       established     for     this     procurement.        subcontractorssubcontractors within 30 days after
b) The contractorContractor shall not discriminate on           incremental            acceptance           of         the
the basis of race, color, national origin, or sex in the        subcontractor’ssubcontractor’s work by the District and
performance of this contract. The contractorContractor          contractorContractor’s receipt of the partial retainage
shall carry out applicable requirements of 49 CFR Part          payment related to the subcontractor’ssubcontractor’s
26 in the award and administration of this DOT-assisted         work.
contract. Failure by the contractorContractor to carry out
these requirements is a material breach of this contract,       f) The contractorContractor must promptly notify the
which may result in the termination of this contract or         District whenever a DBE subcontractorsubcontractor
such other remedy as the District deems appropriate.            performing work related to this contract is terminated or
Each subcontract the contractorContractor signs with a          fails to complete its work, and must make good faith
subcontractorsubcontractor must include the assurance           efforts        to        engage         another          DBE
in this paragraph (see 49 CFR 26.13(b)).                        subcontractorsubcontractor to perform at least the same
c) {If a separate contract goal has been established,           amount of work. The contractorContractor may not
use the following} Contractors are required to document         terminate any DBE subcontractorsubcontractor and
sufficient DBE participation to meet these goals or,            perform that work through its own forces or those of an
alternatively, document adequate good faith efforts to          affiliate without prior written consent of the District.
do so, as provided for in 49 CFR 26.53. Award of this
contract is conditioned on submission of the following,         31. TIME IS OF THE ESSENCE. In performing this
concurrent with and accompanying sealed bid or initial          contract, the Contractor agrees that time is of the
proposal, prior to award:                                       essence.

1. The names and addresses of DBE firms that will               32. UNDOCUMENTED WORKERS. This Contract
participate in this contract;                                   shall be immediately terminated for cause according to
2. A description of the work each DBE will perform;             Section 10 should the Contractor, after exhausting its
3. The dollar amount of the participation of each DBE           right to appeals, be found liable or guilty by any state or
firm participating;                                             federal authority concerning violations of any
 4. Written documentation of the bidder/offeror’s               immigration employment laws or regulations, if the
commitment to use a DBE subcontractorsubcontractor              violation involved labor connected to the performance of
whose participation it submits to meet the contract goal;       this contract.
5. Written confirmation from the DBE that it is
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                                                                                            Contract#098- /[initials of CO]ASG
                                                                                                     Title - Services / Supply

33. HEALTH INSURANCE PORTABILITY AND                          37.      CARGO PREFERENCE - USE OF UNITED                          Formatted: Space Before: 0 pt, After: 0 pt
ACCOUNTABILITY ACT (HIPAA). Contractor shall not              STATES-FLAG VESSELS. The contractorContractor
use or disclose Protected Health Information in violation     agrees:
of the Standards for Privacy of Individually Identifiable     (1) To use privately owned United States-Flag
Health Information (“Privacy Rule”) (45 C.F.R. Parts 160      commercial vessels to ship at least 50 percent of the
and 164) under the Health Insurance Portability and           gross tonnage (computed separately for dry bulk
Accountability Act of 1996. The definitions set forth in      carriers, dry cargo liners, and tankers) involved,
the Privacy Rule are incorporated by reference into this      whenever shipping any equipment, material, or
Contract (45 C.F.R. §§ 160.103 and 164.501).                  commodities pursuant to the underlying contract to the
                                                              extent such vessels are available at fair and reasonable
34. OFFICIALS NOT TO BENEFIT. No member of or                 rates for United States-Flag commercial vessels;
delegate to Congress, or a member of the District’s           2) To furnish within 20 working days following the date
governing bodyor resident commissioner, shall be              of loading for shipments originating within the United
admitted to any share or part of this contract or to any      States or within 30 working days following the date of
benefit arising from it. However, this clause does not        leading for shipments originating outside the United
apply to this contract to the extent that this contract is    States, a legible copy of a rated, "on-board" commercial
made with a corporation for the corporation's general         ocean bill-of -lading in English for each shipment of
benefit.                                                      cargo described in the preceding paragraph to the
                                                              Division of National Cargo, Office of Market
35. FLY AMERICA REQUIREMENTS. The Contractor                  Development, Maritime Administration, Washington, DC
agrees to comply with 49 U.S.C. 40118 (the "Fly               20590      and     to   the     District   (through  the
America" Act) in accordance with the General Services         contractorContractor      in     the     case     of   a
Administration's regulations at 41 CFR Part 301-10,           subcontractor'ssubcontractor’s bill-of-lading.)
which provide that recipients and subrecipients of            (3) To include these requirements in all subcontracts
Federal funds and their contractorContractors are             issued pursuant to this contract when the subcontract
required to use U.S. Flag air carriers for U.S                may involve the transport of equipment, material, or
Government-financed international air travel and              commodities by ocean vessel.
transportation of their personal effects or property, to
the extent such service is available, unless travel by        38.       SEISMIC SAFETY. The contractorContractor
foreign air carrier is a matter of necessity, as defined by   agrees that any new building or addition to an existing
the Fly America Act. The Contractor shall submit, if a        building will be designed and constructed in accordance
foreign air carrier was used, an appropriate certification    with the standards for Seismic Safety required in
or memorandum adequately explaining why service by            Department       of   Transportation  Seismic     Safety
a U.S. flag air carrier was not available or why it was       Regulations 49 CFR Part 41 and will certify to
necessary to use a foreign air carrier and shall, in any      compliance to the extent required by the regulation. The
event, provide a certificate of compliance with the Fly       contractorContractor also agrees to ensure that all work
America requirements. The Contractor agrees to                performed under this contract including work performed
include the requirements of this section in all               by a subcontractorsubcontractor is in compliance with
subcontracts that may involve international air               the standards required by the Seismic Safety
transportation.                                               Regulations and the certification of compliance issued
                                                              on the project.
36.        BUY AMERICA REQUIREMENTS.                 The
Contractor agrees to comply with 49 U.S.C. 5323(j) and        39.     WARRANTY        OF     THE      WORK        AND            Formatted: Space Before: 0 pt, After: 0 pt
49 C.F.R. Part 661, which provide that Federal funds          MAINTENANCE BONDS
may not be obligated unless steel, iron, and                  (1) The Contractor warrants to the District, the Architect
manufactured products used in FTA-funded projects are         and/or Engineer that all materials and equipment
produced in the United States, unless a waiver has            furnished under this Contract will be of highest quality
been granted by FTA or the product is subject to a            and new unless otherwise specified by the District, free
general waiver. General waivers are listed in 49 C.F.R.       from faults and defects and in conformance with the
661.7, and include final assembly in the United States        Contract Documents. All work not so conforming to
for 15 passenger vans and 15 passenger wagons                 these standards shall be considered defective. If
produced by Chrysler Corporation, and microcomputer           required by the District, the Contractor shall furnish
equipment and software. Separate requirements for             satisfactory evidence as to the kind and quality of
rolling stock are set out at 49 U.S.C. 5323(j)(2)(C) and      materials and equipment.
49 C.F.R. 661.11. Rolling stock must be assembled in          (2) The Work furnished must be of first quality and the
the United States and have a 60 percent domestic              workmanship must be the best obtainable in the various
content.                                                      trades. The Work must be of safe, substantial and
                                                              durable construction in all respects. The Contractor
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                                                                                             Contract#098- /[initials of CO]ASG
                                                                                                      Title - Services / Supply

hereby guarantees the Work against defective materials         any other Federal contract with the same prime
or faulty workmanship for a minimum period of one (1)          contractorContractor, or any other federally-assisted
year after Final Payment by the District and shall             contract subject to the Contract Work Hours and Safety
replace or repair any defective materials or equipment         Standards Act, which is held by the same prime
or faulty workmanship during the period of the                 contractorContractor, such sums as may be determined
guarantee at no cost to the District’As additional             to be necessary to satisfy any liabilities of such
security for these guarantees, the Contractor shall, prior     contractorContractor or subcontractorsubcontractor for
to the release of Final Payment, as described above,           unpaid wages and liquidated damages as provided in
furnish separate Maintenance (or Guarantee) Bonds in           the clause set forth in paragraph (2) of this section.
form acceptable to the District written by the same            (4) Subcontracts - The contractorContractor or
corporate surety that provides the Performance Bond            subcontractorsubcontractor shall insert in any
and Labor and Material Payment Bond for this Contract.         subcontracts the clauses set forth in paragraphs (1)
These bonds shall secure the Contractor's obligation to        through (4) of this section and also a clause requiring
replace or repair defective materials and faulty               the subcontractorssubcontractors to include these
workmanship for a minimum period of one (1) year after         clauses in any lower tier subcontracts. The prime
Final Payment and shall be written in an amount equal          contractorContractor     shall   be      responsible for
to ONE HUNDRED PERCENT (100%) of the                           compliance by any subcontractorsubcontractor or lower
CONTRACT SUM, as adjusted (if at all).                         tier subcontractorsubcontractor with the clauses set
                                                               forth in paragraphs (1) through (4) of this section.
40. CONTRACT           WORK HOURS         AND     SAFETY
STANDARDS                                                      41. CONTRACTS INVOLVING EXPERIMENTAL,                              Formatted: Space Before: 0 pt, After: 0 pt
                                                               DEVELOPMENTAL, OR RESEARCH WORK.
(1) Overtime requirements - No contractorContractor            A. Rights in Data - This following requirements apply to
or subcontractorsubcontractor contracting for any part         each contract involving experimental, developmental or
of the contract work which may require or involve the          research work:
employment of laborers or mechanics shall require or           (1) The term "subject data" used in this clause means
permit any such laborer or mechanic in any workweek            recorded information, whether or not copyrighted, that is
in which he or she is employed on such work to work in         delivered or specified to be delivered under the
excess of forty hours in such workweek unless such             contract. The term includes graphic or pictorial
laborer or mechanic receives compensation at a rate            delineation in media such as drawings or photographs;
not less than one and one-half times the basic rate of         text in specifications or related performance or design-
pay for all hours worked in excess of forty hours in such      type documents; machine forms such as punched
workweek.                                                      cards, magnetic tape, or computer memory printouts;
(2) Violation; liability for unpaid wages; liquidated          and information retained in computer memory.
damages - In the event of any violation of the clause          Examples include, but are not limited to: computer
set forth in paragraph (1) of this section the                 software, engineering drawings and associated lists,
contractorContractor                and                 any    specifications, standards, process sheets, manuals,
subcontractorsubcontractor responsible therefor shall          technical reports, catalog item identifications, and
be liable for the unpaid wages. In addition, such              related information. The term "subject data" does not
contractorContractor and subcontractorsubcontractor            include financial reports, cost analyses, and similar
shall be liable to the United States for liquidated            information incidental to contract administration.
damages. Such liquidated damages shall be computed             (2) The following restrictions apply to all subject data
with respect to each individual laborer or mechanic,           first produced in the performance of the contract to
including watchmen and guards, employed in violation           which this Attachment has been added:
of the clause set forth in paragraph (1) of this section, in   (a) Except for its own internal use, the Purchaser or
the sum of $10 for each calendar day on which such             Contractor may not publish or reproduce subject data in
individual was required or permitted to work in excess of      whole or in part, or in any manner or form, nor may the
the standard workweek of forty hours without payment           Purchaser or Contractor authorize others to do so,
of the overtime wages required by the clause set forth in      without the written consent of the Federal Government,
paragraph          (1)        of       this        section.    until such time as the Federal Government may have
                                                               either released or approved the release of such data to
(3) Withholding for unpaid wages and liquidated                the public; this restriction on publication, however, does
damages - The District shall upon its own action or            not apply to any contract with an academic institution.
upon written request of an authorized representative of        (b) In accordance with 49 C.F.R. § 18.34 and 49 C.F.R.
the Department of Labor withhold or cause to be                § 19.36, the Federal Government reserves a royalty-
withheld, from any moneys payable on account of work           free, non-exclusive and irrevocable license to
performed      by    the    contractorContractor     or        reproduce, publish, or otherwise use, and to authorize
subcontractorsubcontractor under any such contract or          others to use, for "Federal Government purposes," any
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                                                                                            Contract#098- /[initials of CO]ASG
                                                                                                     Title - Services / Supply

subject data or copyright described in subsections           any license or other right otherwise granted to the
(2)(b)1 and (2)(b)2 of this clause below. As used in the     Federal Government under any patent.
previous sentence, "for Federal Government purposes,"        (f) Data developed by the Purchaser or Contractor and
means use only for the direct purposes of the Federal        financed entirely without using Federal assistance
Government. Without the copyright owner's consent,           provided by the Federal Government that has been
the Federal Government may not extend its Federal            incorporated into work required by the underlying
license to any other party.                                  contract to which this Attachment has been added is
1. Any subject data developed under that contract,           exempt from the requirements of subsections (b), (c),
whether or not a copyright has been obtained; and            and (d) of this clause, provided that the Purchaser or
2. Any rights of copyright purchased by the Purchaser        Contractor identifies that data in writing at the time of
or Contractor using Federal assistance in whole or in        delivery of the contract work.
part provided by FTA.                                        (g) Unless FTA determines otherwise, the Contractor
(c) When FTA awards Federal assistance for                   agrees to include these requirements in each
experimental, developmental, or research work, it is         subcontract for experimental, developmental, or
FTA's general intention to increase transportation           research work financed in whole or in part with Federal
knowledge available to the public, rather than to restrict   assistance provided by FTA.
the benefits resulting from the work to participants in      (3) Unless the Federal Government later makes a
that work. Therefore, unless FTA determines otherwise,       contrary determination in writing, irrespective of the
the Purchaser and the Contractor performing                  Contractor's status (i.e., a large business, small
experimental, developmental, or research work required       business, state government or state instrumentality,
by the underlying contract to which this Attachment is       local government, nonprofit organization, institution of
added agrees to permit FTA to make available to the          higher education, individual, etc.), the Purchaser and
public, either FTA's license in the copyright to any         the Contractor agree to take the necessary actions to
subject data developed in the course of that contract, or    provide, through FTA, those rights in that invention due
a copy of the subject data first produced under the          the Federal Government as described in
contract for which a copyright has not been obtained. If     U.S. Department of Commerce regulations, "Rights to
the experimental, developmental, or research work,           Inventions Made by Nonprofit Organizations and Small
which is the subject of the underlying contract, is not      Business Firms Under Government Grants, Contracts
completed for any reason whatsoever, all data                and Cooperative Agreements," 37 C.F.R. Part 401.
developed under that contract shall become subject           (4) The Contractor also agrees to include these
data as defined in subsection (a) of this clause and shall   requirements in each subcontract for experimental,
be delivered as the Federal Government may direct.           developmental, or research work financed in whole or in
This subsection (c), however, does not apply to              part with Federal assistance provided by FTA.
adaptations of automatic data processing equipment or        B. Patent Rights - This following requirements apply to
programs for the Purchaser or Contractor's use whose         each contract involving experimental, developmental, or
costs are financed in whole or in part with Federal          research work:
assistance provided by FTA for transportation capital        (1) General - If any invention, improvement, or
projects.                                                    discovery is conceived or first actually reduced to
(d) Unless prohibited by state law, upon request by the      practice in the course of or under the contract to which
Federal Government, the Purchaser and the Contractor         this Attachment has been added, and that invention,
agree to indemnify, save, and hold harmless the              improvement, or discovery is patentable under the laws
Federal Government, its officers, agents, and                of the United States of America or any foreign country,
employees acting within the scope of their official duties   the Purchaser and Contractor agree to take actions
against any liability, including costs and expenses,         necessary to provide immediate notice and a detailed
resulting from any willful or intentional violation by the   report to the party at a higher tier until FTA is ultimately
Purchaser or Contractor of proprietary rights,               notified.
copyrights, or right of privacy, arising out of the          (2) Unless the Federal Government later makes a
publication, translation, reproduction, delivery, use, or    contrary determination in writing, irrespective of the
disposition of any data furnished under that contract.       Contractor's status (a large business, small business,
Neither the Purchaser nor the Contractor shall be            state government or state instrumentality, local
required to indemnify the Federal Government for any         government, nonprofit organization, institution of higher
such liability arising out of the wrongful act of any        education, individual), the Purchaser and the Contractor
employee, official, or agents of the Federal                 agree to take the necessary actions to provide, through
Government.                                                  FTA, those rights in that invention due the Federal
(e) Nothing contained in this clause on rights in data       Government as described in U.S. Department of
shall imply a license to the Federal Government under        Commerce regulations, "Rights to Inventions Made by
any patent or be construed as affecting the scope of         Nonprofit Organizations and Small Business Firms

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                                                                                        Contract#098- /[initials of CO]ASG
                                                                                                 Title - Services / Supply

Under Government Grants, Contracts and Cooperative        class of laborers or mechanics, including helpers,
Agreements," 37 C.F.R. Part 401.                          which is not listed in the wage determination and which
(3) The Contractor also agrees to include the             is to be employed under the contract shall be classified
requirements of this clause in each subcontract for       in conformance with the wage determination. The
experimental, developmental, or research work financed    contracting officer shall approve an additional
in whole or in part with Federal assistance provided by   classification and wage rate and fringe benefits
FTA.                                                      therefore only when the following criteria have been
                                                          met:
42.   DAVIS-BACON           AND   COPELAND       ANTI-                                                                       Formatted: Space After: 0 pt
KICKBACK ACTS.                                            (1) Except with respect to helpers as defined as 29
                                                          CFR 5.2(n)(4), the work to be performed by the
 (1) Minimum wages - (i) All laborers and mechanics       classification requested is not performed by a                     Formatted: Space Before: 0 pt
employed or working upon the site of the work (or         classification in the wage determination; and
under the United States Housing Act of 1937 or under
the Housing Act of 1949 in the construction or            (2) The classification is utilized in the area by the
development of the project), will be paid                 construction industry; and
unconditionally and not less often than once a week,
and without subsequent deduction or rebate on any         (3) The proposed wage rate, including any bona fide
account (except such payroll deductions as are            fringe benefits, bears a reasonable relationship to the
permitted by regulations issued by the Secretary of       wage rates contained in the wage determination; and
Labor under the Copeland Act (29 CFR part 3)), the full
amount of wages and bona fide fringe benefits (or cash    (4) With respect to helpers as defined in 29 CFR
equivalents thereof) due at time of payment computed      5.2(n)(4), such a classification prevails in the area in
at rates not less than those contained in the wage        which the work is performed.
determination of the Secretary of Labor which is
attached hereto and made a part hereof, regardless of     (B) If the contractorContractor and the laborers and
any contractual relationship which may be alleged to      mechanics to be employed in the classification (if
exist between the contractorContractor and such           known), or their representatives, and the contracting
laborers and mechanics. Contributions made or costs       officer agree on the classification and wage rate
reasonably anticipated for bona fide fringe benefits      (including the amount designated for fringe benefits
under section 1(b)(2) of the Davis-Bacon Act on behalf    where appropriate), a report of the action taken shall
of laborers or mechanics are considered wages paid to     be sent by the contracting officer to the Administrator
such laborers or mechanics, subject to the provisions     of the Wage and Hour Division, Employment
of paragraph (1)(iv) of this section; also, regular       Standards Administration, U.S. Department of Labor,
contributions made or costs incurred for more than a      Washington, DC 20210. The Administrator, or an
weekly period (but not less often than quarterly) under   authorized representative, will approve, modify, or
plans, funds, or programs which cover the particular      disapprove every additional classification action within
weekly period, are deemed to be constructively made       30 days of receipt and so advise the contracting officer
or incurred during such weekly period. Such laborers      or will notify the contracting officer within the 30-day
and mechanics shall be paid the appropriate wage rate     period that additional time is necessary.
and fringe benefits on the wage determination for the
classification of work actually performed, without        (C) In the event the contractorContractor, the laborers
regard to skill, except as provided in 29 CFR Part        or mechanics to be employed in the classification or
5.5(a)(4). Laborers or mechanics performing work in       their representatives, and the contracting officer do not
more than one classification may be compensated at        agree on the proposed classification and wage rate
the rate specified for each classification for the time   (including the amount designated for fringe benefits,
actually worked therein: Provided, That the employer's    where appropriate), the contracting officer shall refer
payroll records accurately set forth the time spent in    the questions, including the views of all interested
each classification in which work is performed. The       parties and the recommendation of the contracting
wage determination (including any additional              officer, to the Administrator for determination. The
classifications and wage rates conformed under            Administrator, or an authorized representative, will
paragraph (1)(ii) of this section) and the Davis-Bacon    issue a determination within 30 days of receipt and so
poster (WH-1321) shall be posted at all times by the      advise the contracting officer or will notify the
contractorContractor and its sub-contractorcontractors    contracting officer within the 30-day period that
at the site of the work in a prominent and accessible     additional time is necessary.
place where it can be easily seen by the workers.
                                                          (D) The wage rate (including fringe benefits where
(ii)(A) The contracting officer shall require that any    appropriate) determined pursuant to paragraphs
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                                                                                            Contract#098- /[initials of CO]ASG
                                                                                                     Title - Services / Supply

(a)(1)(ii) (B) or (C) of this section, shall be paid to all   classification action within 30 days of receipt and so
workers performing work in the classification under this      advise the contracting officer or will notify the
contract from the first day on which work is performed        contracting officer within the 30-day period that
in the classification.                                        additional           time        is         necessary.

(iii) Whenever the minimum wage rate prescribed in            (C) In the event the contractorContractor, the laborers
the contract for a class of laborers or mechanics             or mechanics to be employed in the classification or
includes a fringe benefit which is not expressed as an        their representatives, and the contracting officer do not
hourly rate, the contractorContractor shall either pay        agree on the proposed classification and wage rate
the benefit as stated in the wage determination or shall      (including the amount designated for fringe benefits,
pay another bona fide fringe benefit or an hourly cash        where appropriate), the contracting officer shall refer
equivalent thereof.                                           the questions, including the views of all interested
                                                              parties and the recommendation of the contracting
(iv) If the contractorContractor does not make                officer, to the Administrator for determination. The
payments to a trustee or other third person, the              Administrator, or an authorized representative, will
contractorContractor may consider as part of the              issue a determination with 30 days of receipt and so
wages of any laborer or mechanic the amount of any            advise the contracting officer or will notify the
costs reasonably anticipated in providing bona fide           contracting officer within the 30-day period that
fringe benefits under a plan or program, Provided, That       additional time is necessary.
the Secretary of Labor has found, upon the written
request of the contractorContractor, that the applicable      (D) The wage rate (including fringe benefits where
standards of the Davis-Bacon Act have been met. The           appropriate) determined pursuant to paragraphs
Secretary      of     Labor     may      require     the      (a)(1)(v) (B) or (C) of this section, shall be paid to all
contractorContractor to set aside in a separate account       workers performing work in the classification under this
assets for the meeting of obligations under the plan or       contract from the first day on which work is performed
program.                                                      in the classification.

(v)(A) The contracting officer shall require that any         (2) Withholding - LAMTD shall upon its own action or
class of laborers or mechanics which is not listed in the     upon written request of an authorized representative of
wage determination and which is to be employed under          the Department of Labor withhold or cause to be
the contract shall be classified in conformance with the      withheld from the contractorContractor under this
wage determination. The contracting officer shall             contract or any other Federal contract with the same
approve an additional classification and wage rate and        prime contractorContractor, or any other federally-
fringe benefits therefor only when the following criteria     assisted contract subject to Davis-Bacon prevailing
have been met:                                                wage requirements, which is held by the same prime
                                                              contractorContractor, so much of the accrued
(1) The work to be performed by the classification            payments or advances as may be considered
requested is not performed by a classification in the         necessary to pay laborers and mechanics, including
wage determination; and                                       apprentices, trainees, and helpers, employed by the
                                                              contractorContractor               or                any
(2) The classification is utilized in the area by the         subcontractorsubcontractor the full amount of wages
construction industry; and                                    required by the contract. In the event of failure to pay
                                                              any laborer or mechanic, including any apprentice,
(3) The proposed wage rate, including any bona fide           trainee, or helper, employed or working on the site of
fringe benefits, bears a reasonable relationship to the       the work (or under the United States Housing Act of
wage rates contained in the wage determination.               1937 or under the Housing Act of 1949 in the
                                                              construction or development of the project), all or part
(B) If the contractorContractor and the laborers and          of the wages required by the contract, LAMTD may,
mechanics to be employed in the classification (if            after written notice to the contractorContractor,
known), or their representatives, and the contracting         sponsor, applicant, or owner, take such action as may
officer agree on the classification and wage rate             be necessary to cause the suspension of any further
(including the amount designated for fringe benefits          payment, advance, or guarantee of funds until such
where appropriate), a report of the action taken shall        violations have ceased.
be sent by the contracting officer to the Administrator
of the Wage and Hour Division, Employment                     (3) Payrolls and basic records - (i) Payrolls and basic
Standards Administration, Washington, DC 20210. The           records relating thereto shall be maintained by the
Administrator, or an authorized representative, will          contractorContractor during the course of the work and
approve, modify, or disapprove every additional               preserved for a period of three years thereafter for all
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                                                                                         Contract#098- /[initials of CO]ASG
                                                                                                  Title - Services / Supply

laborers and mechanics working at the site of the work
(or under the United States Housing Act of 1937, or        (2) That each laborer or mechanic (including each
under the Housing Act of 1949, in the construction or      helper, apprentice, and trainee) employed on the
development of the project). Such records shall contain    contract during the payroll period has been paid the full
the name, address, and social security number of each      weekly wages earned, without rebate, either directly or
such worker, his or her correct classification, hourly     indirectly, and that no deductions have been made
rates of wages paid (including rates of contributions or   either directly or indirectly from the full wages earned,
costs anticipated for bona fide fringe benefits or cash    other than permissible deductions as set forth in
equivalents thereof of the types described in section      Regulations, 29 CFR part 3;
1(b)(2)(B) of the Davis-Bacon Act), daily and weekly
number of hours worked, deductions made and actual         (3) That each laborer or mechanic has been paid not
wages paid. Whenever the Secretary of Labor has            less than the applicable wage rates and fringe benefits
found under 29 CFR 5.5(a)(1)(iv) that the wages of any     or cash equivalents for the classification of work
laborer or mechanic include the amount of any costs        performed, as specified in the applicable wage
reasonably anticipated in providing benefits under a       determination    incorporated   into   the    contract.
plan or program described in section 1(b)(2)(B) of the
Davis-Bacon Act, the contractorContractor shall            (C) The weekly submission of a properly executed
maintain records which show that the commitment to         certification set forth on the reverse side of Optional
provide such benefits is enforceable, that the plan or     Form WH-347 shall satisfy the requirement for
program is financially responsible, and that the plan or   submission of the "Statement of Compliance" required
program has been communicated in writing to the            by      paragraph     (a)(3)(ii)(B) of   this  section.
laborers or mechanics affected, and records which
show the costs anticipated or the actual cost incurred     (D) The falsification of any of the above certifications
in providing such benefits. Contractors employing          may     subject      the     contractorContractor     or
apprentices or trainees under approved programs shall      subcontractorsubcontractor to civil or criminal
maintain written evidence of the registration of           prosecution under section 1001 of title 18 and section
apprenticeship programs and certification of trainee       231 of title 31 of the United States Code.
programs, the registration of the apprentices and
trainees, and the ratios and wage rates prescribed in      (iii)       The         contractorContractor          or
the                 applicable                programs.    subcontractorsubcontractor shall make the records
                                                           required under paragraph (a)(3)(i) of this section
(ii)(A) The contractorContractor shall submit weekly for   available for inspection, copying, or transcription by
each week in which any contract work is performed a        authorized representatives of the Federal Transit
copy of all payrolls to LAMTD for transmission to the      Administration or the Department of Labor, and shall
Federal Transit Administration. The payrolls submitted     permit such representatives to interview employees
shall set out accurately and completely all of the         during working hours on the job. If the
information required to be maintained under section        contractorContractor or subcontractorContractor fails to
5.5(a)(3)(i) of Regulations, 29 CFR part 5. This           submit the required records or to make them available,
information may be submitted in any form desired.          the Federal agency may, after written notice to the
Optional Form WH-347 is available for this purpose         contractorContractor, sponsor, applicant, or owner,
and may be purchased from the Superintendent of            take such action as may be necessary to cause the
Documents (Federal Stock Number 029-005-00014-1),          suspension of any further payment, advance, or
U.S. Government Printing Office, Washington, DC            guarantee of funds. Furthermore, failure to submit the
20402. The prime contractorContractor is responsible       required records upon request or to make such records
for the submission of copies of payrolls by all            available may be grounds for debarment action
subcontractorContractors.                                  pursuant to 29 CFR 5.12.

(B) Each payroll submitted shall be accompanied by a       (4) Apprentices and trainees - (i) Apprentices -
"Statement of      Compliance," signed       by the        Apprentices will be permitted to work at less than the
contractorContractor or subcontractorContractor or his     predetermined rate for the work they performed when
or her agent who pays or supervises the payment of         they are employed pursuant to and individually
the persons employed under the contract and shall          registered in a bona fide apprenticeship program
certify                 the                 following:     registered with the U.S. Department of Labor,
                                                           Employment and Training Administration, Bureau of
(1) That the payroll for the payroll period contains the   Apprenticeship and Training, or with a State
information required to be maintained under section        Apprenticeship Agency recognized by the Bureau, or if
5.5(a)(3)(i) of Regulations, 29 CFR part 5 and that        a person is employed in his or her first 90 days of
such    information    is    correct   and    complete;    probationary employment as an apprentice in such an
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                                                                                          Contract#098- /[initials of CO]ASG
                                                                                                   Title - Services / Supply

apprenticeship program, who is not individually              Administration. Every trainee must be paid at not less
registered in the program, but who has been certified        than the rate specified in the approved program for the
by the Bureau of Apprenticeship and Training or a            trainee's level of progress, expressed as a percentage
State Apprenticeship Agency (where appropriate) to be        of the journeyman hourly rate specified in the
eligible for probationary employment as an apprentice.       applicable wage determination. Trainees shall be paid
The allowable ratio of apprentices to journeymen on          fringe benefits in accordance with the provisions of the
the job site in any craft classification shall not be        trainee program. If the trainee program does not
greater     than     the    ratio   permitted    to    the   mention fringe benefits, trainees shall be paid the full
contractorContractor as to the entire work force under       amount of fringe benefits listed on the wage
the registered program. Any worker listed on a payroll       determination unless the Administrator of the Wage
at an apprentice wage rate, who is not registered or         and Hour Division determines that there is an
otherwise employed as stated above, shall be paid not        apprenticeship      program     associated    with   the
less than the applicable wage rate on the wage               corresponding journeyman wage rate on the wage
determination for the classification of work actually        determination which provides for less than full fringe
performed. In addition, any apprentice performing work       benefits for apprentices. Any employee listed on the
on the job site in excess of the ratio permitted under       payroll at a trainee rate who is not registered and
the registered program shall be paid not less than the       participating in a training plan approved by the
applicable wage rate on the wage determination for the       Employment and Training Administration shall be paid
work actually performed. Where a contractorContractor        not less than the applicable wage rate on the wage
is performing construction on a project in a locality        determination for the classification of work actually
other than that in which its program is registered, the      performed. In addition, any trainee performing work on
ratios and wage rates (expressed in percentages of the       the job site in excess of the ratio permitted under the
journeyman's       hourly    rate)   specified   in    the   registered program shall be paid not less than the
contractorContractor's                                  or   applicable wage rate on the wage determination for the
subcontractor'ssubcontractor’s registered program            work actually performed. In the event the Employment
shall be observed. Every apprentice must be paid at          and Training Administration withdraws approval of a
not less than the rate specified in the registered           training program, the contractorContractor will no
program for the apprentice's level of progress,              longer be permitted to utilize trainees at less than the
expressed as a percentage of the journeymen hourly           applicable predetermined rate for the work performed
rate specified in the applicable wage determination.         until an acceptable program is approved.
Apprentices shall be paid fringe benefits in accordance
with the provisions of the apprenticeship program. If        (iii) Equal employment opportunity - The utilization of
the apprenticeship program does not specify fringe           apprentices, trainees and journeymen under this part
benefits, apprentices must be paid the full amount of        shall be in conformity with the equal employment
fringe benefits listed on the wage determination for the     opportunity requirements of Executive Order 11246, as
applicable classification. If the Administrator of the       amended, and 29 CFR part 30.
Wage and Hour Division of the U.S. Department of
Labor determines that a different practice prevails for      43. LIQUIDATED DAMAGES. Except for cases
the applicable apprentice classification, fringes shall be   involving force majeur and excusable delays due to
paid in accordance with that determination. In the           weather, terrorism, floods, war, fire damages,
event the Bureau of Apprenticeship and Training, or a        earthquakes, and related unforeseen events, the District
State Apprenticeship Agency recognized by the                may submit a claim to the Contractor for liquidated
Bureau, withdraws approval of an apprenticeship              damages if it may reasonably expect to suffer actual
program, the contractorContractor will no longer be          and consquential damages from late completion, and
permitted to utilize apprentices at less than the            the extent or amount of such damages would be difficult
applicable predetermined rate for the work performed         or impossible to determine. The grace period before
until    an    acceptable      program    is    approved.    such damages are claimed is seven business days.
                                                             Such damages may include the differential cost of any
(ii) Trainees - Except as provided in 29 CFR 5.16,           replacement parts or services. The District reserves the
trainees will not be permitted to work at less than the      right to settle a claim for liquidated damages in
predetermined rate for the work performed unless they        exchange for credit on future purchases, such as spare
are employed pursuant to and individually registered in      parts or other items within the scope of the contract.
a program which has received prior approval,                 However, in any case, the maximum allowable
evidenced by formal certification by the U.S.                liquidated damages under this Contract is 10% of the
Department of Labor, Employment and Training                 purchase order or contract amount, including any
Administration. The ratio of trainees to journeymen on       change orders. The District may elect to offset the
the job site shall not be greater than permitted under       Contractor’s invoice for the amount equal to actual and
the plan approved by the Employment and Training             consquential damages resulting from delay. Liquidated
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                                                                                              Contract#098- /[initials of CO]ASG
                                                                                                       Title - Services / Supply

damages shall not be assessed after the date on which           computed with respect to each individual laborer or
the work is substantially completed.          Substantial       mechanic, including watchmen and guards, employed in
completion is defined as the time when the construction         violation of the clause set forth in paragraph (1) of this
site or the supplies delivered are capable of being used        section, in the sum of $10 for each calendar day on
for their intended purposes. The assessment for                 which such individual was required or permitted to work
damages shall be 3.0% of the total contract or purchase         in excess of the standard workweek of forty hours
order amount, including any change orders, per                  without payment of the overtime wages required by the
business day (not including weekends or federal                 clause set forth in paragraph (1) of this section.
holidays) for each day of overrun in contract time. Any         (3) Withholding for unpaid wages and liquidated
liquidated damages recovered shall be credited to the           damages - The District shall upon its own action or
project account involved unless the FTA permits                 upon written request of an authorized representative of
otherwise. If the District terminates the Contractor for        the Department of Labor withhold or cause to be
cause, the District shall remit to the contractor the           withheld, from any moneys payable on account of work
amount, or offset any amount due, resulting from the            performed by the contractor or subcontractor under any
difference between the liquidated damages claimed and           such contract or any other Federal contract with the
a final accounting of actual and consequential damages          same prime contractor, or any other federally-assisted
suffered by the District.                                       contract subject to the Contract Work Hours and Safety
                                                                Standards Act, which is held by the same prime                     Formatted: Body Text Indent 3, Right: 0.05",
44. CONTRACT           WORK HOURS        AND    SAFETY          contractor, such sums as may be determined to be                   Tab stops: 0", Left + 0.38", Left
STANDARDS                                                       necessary to satisfy any liabilities of such contractor or
                                                                subcontractor for unpaid wages and liquidated damages
(1) Overtime requirements – The Contractor or                   as provided in the clause set forth in paragraph (2) of
subcontractor contracting for any part of the Contract          this section.
work which may require or involve the employment of             (4) Subcontracts - The Contractor or subcontractor
laborers or mechanics shall require or permit any such          shall insert in any subcontracts the clauses set forth in
laborer or mechanic in any workweek in which he or she          paragraphs (1) through (4) of this section and also a
is employed on such work to work in excess of forty             clause requiring the subcontractors to include these
hours in such workweek unless such laborer or                   clauses in any lower tier subcontracts. The prime
mechanic receives compensation at a rate not less than          Contractor shall be responsible for compliance by any
one and one-half times the basic rate of pay for all            subcontractor or lower tier subcontractor with the
hours worked in excess of forty hours in such                   clauses set forth in paragraphs (1) through (4) of this
workweek.                                                       section.
(2) Violation; liability for unpaid wages; liquidated
damages - In the event of any violation of the clause           435. DRUG AND ALCOHOL TESTING. The                                 Formatted: Space After: 0 pt
set forth in paragraph (1) of this section the Contractor       contractorContractor agrees to participate in the
and any subcontractor responsible therefor shall be             District’s drug and alcohol program established in
liable for the unpaid wages. In addition, such contractor       compliance with 49 CFR 653 and 654.
and subcontractor shall be liable to the United States for
liquidated damages. Such liquidated damages shall be
                                                                                                                                   Formatted: Left: 0.51", Not Different first
IN WITNESS WHEREOF, the authorized signatories named below have executed this Contract on behalf of the parties                    page header
as of the Effective Date.

Lakeland Area Mass Transit District                          [firm]


By: ____________________________________                     By: ____________________________________
    Name: Danny Ours
    Title: Executive Director                                Title: ___________________________________

Date: __________________________________                     Date: __________________________________




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Approved as to form and contentcorrectness:

By: ____________________________________
    Name: Ben Darby, Esq.
    Title: District General Counsel

Date: __________________________________


                                         [Exhibits Follow Next Page]




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                                                      Exhibit “A”

                                            SCOPE OF SERVICES or work                                                              Formatted: Font color: Blue

Section 1. INTRODUCTION

The scope of services / work described in this section ("Scope of Work / services") is a general guide and is not intended         Formatted: Font color: Blue
to be a complete list of all work and materials necessary to complete the project or supply goods or services. The Scope           Formatted: Font color: Blue
of Services or work contains work tasks believed necessary for __________________________ that meets the District
needs.                                                                                                                             Formatted: Font color: Blue


Section 2. GENERAL REQUIREMENTS




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                                                       Exhibit “B”
                                                   RECYCLED PRODUCTS

Title 40: Protection of Environment, Code of Federal Regulations.
PART 247—COMPREHENSIVE PROCUREMENT GUIDELINE FOR PRODUCTS CONTAINING RECOVERED
MATERIALS

Subpart B—Item Designations
                                                                                                                                          Formatted: Space After: 0 pt
§ 247.10 Paper and paper products.
Paper and paper products, excluding building and construction paper grades.

§ 247.11 Vehicular products.
(a) Lubricating oils containing re-refined oil, including engine lubricating oils, hydraulic fluids, and gear oils, excluding
marine and aviation oils.
(b) Tires, excluding airplane tires.
(c) Reclaimed engine coolants, excluding coolants used in non-vehicular applications.
(d) Rebuilt vehicular parts.
[Reference: 60 FR 21381, May 1, 1995, as amended at 69 FR 24038, Apr. 30, 2004]

§ 247.12 Construction products.
(a) Building insulation products, including the following items:
          (1) Loose-fill insulation, including but not limited to cellulose fiber, mineral fibers (fiberglass and rock wool),             Formatted: Indent: Left: 0.5"
          vermiculite, and perlite;
          (2) Blanket and batt insulation, including but not limited to mineral fibers (fiberglass and rock wool);
          (3) Board (sheathing, roof decking, wall panel) insulation, including but not limited to structural fiberboard and
          laminated paperboard products, perlite composite board, polyurethane, polyisocyanurate, polystyrene, phenolics,
          and composites; and
          (4) Spray-in-place insulation, including but not limited to foam-in-place polyurethane and polyisocyanurate, and
          spray-on cellulose.
(b) Structural fiberboard and laminated paperboard products for applications other than building insulation, including
building board, sheathing, shingle backer, sound deadening board, roof insulating board, insulating wallboard, acoustical
and non-acoustical ceiling tile, acoustical and non-acoustical lay-in panels, floor underlayments, and roof overlay
(coverboard).
(c) Cement and concrete, including concrete products such as pipe and block containing:
          (1) Coal fly ash;                                                                                                               Formatted: Indent: Left: 0.5"
          (2) Ground granulated blast furnace slag (GGBF);
          (3) Cenospheres; or
          (4) Silica fume from silicon and ferrosilicon metal production.
(d) Carpet made from polyester fiber made from recovered materials for use in moderate-wear applications such as
single-family housing and similar wear applications.
(e) Floor tiles and patio blocks containing recovered rubber or plastic.
(f) Shower and restroom dividers/partitions containing recovered plastic or steel.
(g)       (1) Consolidated latex paint used for covering graffiti; and
          (2) Reprocessed latex paint used for interior and exterior architectural applications such as wallboard, ceilings,              Formatted: Indent: Left: 0.5"
          and trim; gutter boards; and concrete, stucco, masonry, wood, and metal surfaces.
(h) Carpet cushion made from bonded polyurethane, jute, synthetic fibers, or rubber containing recovered materials.
(i) Flowable fill containing coal fly ash and/or ferrous foundry sands.
(j) Railroad grade crossing surfaces made from cement and concrete containing fly ash, recovered rubber, recovered
steel, recovered wood, or recovered plastic.
(k) Modular threshold ramps containing recovered steel, rubber, or aluminum.
(l) Nonpressure pipe containing recovered steel, plastic, or cement.
(m) Roofing materials containing recovered steel, aluminum, fiber, rubber, plastic or plastic composites, or cement.
[Reference: 60 FR 21381, May 1, 1995, as amended at 62 FR 60974, Nov. 13, 1997; 65 FR 3081, Jan. 19, 2000; 69 FR
24038, Apr. 30, 2004]
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§ 247.13 Transportation products.
(a) Traffic barricades and traffic cones used in controlling or restricting vehicular traffic.
(b) Parking stops made from concrete or containing recovered plastic or rubber.
(c) Channelizers containing recovered plastic or rubber.
(d) Delineators containing recovered plastic, rubber, or steel.
(e) Flexible delineators containing recovered plastic.
[Reference: 60 FR 21381, May 1, 1995, as amended at 62 FR 60974, Nov. 13, 1997]

§ 247.14 Park and recreation products.
(a) Playground surfaces and running tracks containing recovered rubber or plastic.
(b) Plastic fencing containing recovered plastic for use in controlling snow or sand drifting and as a warning/safety barrier
in construction or other applications.
(c) Park benches and picnic tables containing recovered steel, aluminum, plastic, or concrete.
(d) Playground equipment containing recovered plastic, steel, or aluminum.
[Reference: 60 FR 21381, May 1, 1995, as amended at 62 FR 60974, Nov. 13, 1997; 65 FR 3081, Jan. 19, 2000]

§ 247.15 Landscaping products.
 (a) Hydraulic mulch products containing recovered paper or recovered wood used for hydroseeding and as an over-
spray for straw mulch in landscaping, erosion control, and soil reclamation.
(b) Compost made from yard trimmings, leaves, grass clippings, and/or food waste for use in landscaping, seeding of
grass or other plants on roadsides and embankments, as a nutritious mulch under trees and shrubs, and in erosion
control and soil reclamation.
(c) Garden and soaker hoses containing recovered plastic or rubber.
(d) Lawn and garden edging containing recovered plastic or rubber.
(e) Plastic lumber landscaping timbers and posts containing recovered materials.
[Reference: 60 FR 21381, May 1, 1995, as amended at 62 FR 60974, Nov. 13, 1997; 65 FR 3081, Jan. 19, 2000]

§ 247.16 Non-paper office products.
(a) Office recycling containers and office waste receptacles.
(b) Plastic desktop accessories.
(c) Toner cartridges.
(d) Plastic-covered binders containing recovered plastic; chipboard and pressboard binders containing recovered paper;
and solid plastic binders containing recovered plastic.
(e) Plastic trash bags.
(f) Printer ribbons.
(g) Plastic envelopes.
(h) Plastic clipboards containing recovered plastic.
(i) Plastic file folders containing recovered plastic.
(j) Plastic clip portfolios containing recovered plastic.
(k) Plastic presentation folders containing recovered plastic.
(l1) Office furniture containing recovered steel, aluminum, wood, agricultural fiber, or plastic.
[Reference: 60 FR 21381, May 1, 1995, as amended at 62 FR 60974, Nov. 13, 1997; 65 FR 3081, Jan. 19, 2000; 69 FR
24038, Apr. 30, 2004]

§ 247.17 Miscellaneous products.
(a) Pallets containing recovered wood, plastic, or paperboard.
(b) Sorbents containing recovered materials for use in oil and solvent clean-ups and as animal bedding.
(c) Industrial drums containing recovered steel, plastic, or paper.
(d) Awards and plaques containing recovered glass, wood, paper, or plastic.
(e) Mats containing recovered rubber and/or plastic.
(f)       (1) Non-road signs containing recovered plastic or aluminum and road signs containing recovered aluminum.
          (2) Sign supports and posts containing recovered plastic or steel.                                                          Formatted: Indent: First line: 0.5"
(g) Manual-grade strapping containing recovered steel or plastic.
(h) Bike racks containing recovered steel or plastic.
(i) Blasting grit containing recovered steel, coal and metal slag, bottom ash, glass, plastic, fused alumina oxide, or walnut
shells.                                                                                                                               Formatted: Font: (Default) Arial


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[Reference: [62 FR 60974, Nov. 13, 1997, as amended at 65 FR 3081, Jan. 19, 2000; 69 FR 24038, Apr. 30, 2004]




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