request for bid documents...request. b. specialty license(s) – vendor shall possess at the time of...

PROJECT NO.: B-130202

OPEN DATE: March 19, 2013

AND TIME: 2:30 P.M.

PRE-BID DATE: March 4, 2013

AND TIME: 2:00pm

LOCATION: Purchasing Conference Room

REQUEST FOR

BID

TITLE:

TRANSMISSION REBUILDS FOR LEE TRAN

Advertised Date: February 22, 2013

REQUESTER: LEE COUNTY BOARD OF COUNTY COMMISSIONERS

DIVISION OF PROCUREMENT MANAGEMENT

MAILING ADDRESS PHYSICAL ADDRESS

P.O. BOX 398 1825 Hendry St 3rd

Floor

FORT MYERS, FL 33902-0398 FORT MYERS, FL 33901

PROCUREMENT CONTACT:

NAME: PATRICK T. LEWIS SR.

TITLE: PROCUREMENT ANALYST

PHONE NO.: (239) 533-5453

EMAIL: [email protected]

mailto:[email protected]

FORMAL BID NO.: B-130202

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GENERAL CONDITIONS

Sealed Bids will be received by the DIVISION OF PROCUREMENT MANAGEMENT, until

the time and date specified on the cover sheet of this “Request for Bid”, and opened immediately

thereafter by the Director or designee.

Any question regarding this solicitation should be directed to the Procurement Division Contact

listed on the cover page of this solicitation, or by calling the Division of Procurement

Management at (239) 533-5450.

1. SUBMISSION OF BID:

a. Bids must be sealed in an envelope, and the outside of the envelope must be

marked with the following information:

1. Marked with the words “Sealed Bid”

2. Name of the firm submitting the bid

3. Title of the bid

4. Bid number

b. The Bid must be submitted in duplicate as follows:

1. The original consisting of the Lee County bid forms completed and

signed, and where applicable corporate and/or notary seals attached.

2. A copy of the original bid forms for the Director.

c. The following must be submitted along with the bid in a separate envelope. This

envelope must be marked as described above, but instead of marking the envelope

as “Sealed Bid”, please indicate the contents; i.e., literature, drawings, submittals,

etc. This information must be submitted in duplicate.

1. Any information (either required or in addition to that asked for by the

specifications) necessary to analyze your bid; i.e., required submittals,

literature, technical data, financial statements.

2. Warranties and guarantees against defective materials and workmanship.

d. BIDS RECEIVED LATE: It is the bidder’s responsibility to ensure the bid is

received by the Division of Procurement Management prior to the opening date

and time specified. Any bid received after the opening date and time will be

promptly returned to the bidder unopened. Lee County will not be responsible for

bids received late because of delays by a third party delivery service; i.e., U.S.

Mail, UPS, Federal Express, etc.


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e. BID CALCULATION ERRORS: In the event there is a discrepancy between

the total quoted amount or the extended amounts and the unit prices quoted, the

unit prices will prevail and the corrected sum will be considered the quoted price.

f. PAST PERFORMANCE: All vendors will be evaluated on their past

performance and prior dealings with Lee County (i.e., failure to meet

specifications, poor workmanship, late delivery, etc.). Poor or unacceptable past

performance may result in bidder disqualification.

g. WITHDRAWAL OF BID: No bid may be withdrawn for a period of 90 days

after the scheduled time for receiving bids. A bid may be withdrawn prior to the

bid-opening date and time. Such a request to withdraw must be made in writing

to the Director, who will approve or disapprove of the request.

h. COUNTY RESERVES THE RIGHT: The County reserves the right to

exercise its discretion, to waive minor informalities in any bid; to reject any or all

bids with or without cause; and/or to accept the bid that in its judgment will be in

the best interest of the County of Lee.

i. EXECUTION OF BID: All bids shall contain the signature of an authorized

representative of the bidder in the space provided on the quote proposal form. All

bids shall be typed or printed in ink. The bidder may not use erasable ink. All

corrections made to the bid shall be initialed.

2. ACCEPTANCE

The materials and/or services delivered under the bid shall remain the property

of the seller until a physical inspection and actual usage of these materials and/or services

is accepted by the County and is deemed to be in compliance with the terms herein, fully

in accord with the specifications and of the highest quality. In the event the materials

and/or services supplied to the County are found to be defective or do not conform to

specifications, the County reserves the right to cancel the order upon written notice to the

seller and return such product to the seller at the seller’s expense.

3. SUBSTITUTIONS

Whenever in these specifications a brand name or make is mentioned, it is the intention

of the County only to establish a grade or quality of materials and not to rule out other

brands or makes of equal quality. However, if a product other than that specified is bid, it

is the vendor’s responsibility to name such product with his bid and to prove to the

County that said product is equal to the product specified. Lee County shall be the sole

judge as to whether a product being offered by the bidder is actually equivalent to the one

being specified by the detailed specifications. (Note: This paragraph does not apply

when it is determined that the technical requirements of this solicitation will require a

specific product only, as stated in the detailed specifications.)


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4. RULES, REGULATIONS, LAWS, ORDINANCES & LICENSES

The awarded vendor shall observe and obey all laws, ordinances, rules, and regulations,

of the federal, state, and local government, which may be applicable to the supply of this

product or service. The awarded vendor has attested to compliance with the applicable

immigration laws of the United States in the attached affidavit. Violations of the

immigration laws of the United States shall be grounds for unilateral termination of the

awarded agreement.

a. Local Business Tax – Vendor shall submit within 10 calendar days after

request.

b. Specialty License(s) – Vendor shall possess at the time of the opening of

the bid all necessary permits and/or licenses required for the sale of this

product and/or service and upon the request of the County will provide

copies of licenses and/or permits within 10 calendar days after request.

c. The geographic preference established in the Local Vendor Preference

ordinance is applicable to all Lee County procurement activities unless

otherwise specifically noted in the solicitation package. Provided,

however, the Local Vendor Preference ordinance is not applicable to

procurement activity or solicitations involving Federal Transit

Administration grant funds.

d. Florida Statutes Section 607.1501 (1) states: A foreign corporation may

not transact business in this state until it obtains a certificate of authority

from the Department of State.

5. WARRANTY/GUARANTY (unless otherwise specified)

All materials and/or services furnished under this bid shall be warranted by the

vendor to be free from defects and fit for the intended use.

6. PRE-BID CONFERENCE

A pre-bid conference will be held at the location, date, and time specified on the cover of

this solicitation. The pre-bid conferences is non-mandatory, but it is highly

recommended that everyone planning to submit a bid attend.

7. LEE COUNTY PAYMENT PROCEDURES

All vendors are requested to mail an original invoice to:

Lee County Finance Department

Post Office Box 2238

Fort Myers, FL 33902-2238

All invoices will be paid as directed by the Lee County payment procedure unless

otherwise differently stated in the detailed specification portion of this bid.


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Lee County will not be liable for requests for payment deriving from aid, assistance, or

help by any individual, vendor, or bidder for the preparation of these specifications.

Lee County is generally a tax-exempt entity subject to the provisions of the 1987

legislation regarding sales tax on services. Lee County will pay those taxes for which it

is obligated, or it will provide a Certificate of Exemption furnished by the Department of

Revenue. All contractors or bidders should include in their bid all sales or use taxes,

which they will pay when making purchases of material or subcontractor’s services.

8. LEE COUNTY BID PROTEST PROCEDURE

Any contractor/vendor/firm that has submitted a formal bid/quote/proposal to Lee

County, and who is adversely affected by an intended decision with respect to the award

of the formal bid/quote/proposal, must file a written “Notice of Intent to File a Protest”

with the Lee County Procurement Management Director not later than seventy-two (72)

hours (excluding Saturdays, Sundays and Legal Holidays) after receipt of the County’s

“Notice of Intended Decision” with respect to the proposed award of the formal

bid/quote/proposal.

The “Notice of Intent to File a Protest” is one of two documents necessary to perfect

Protest. The second document is the “Formal Written Protest”, both documents are

described below.

The “Notice of Intent to File a Protest” document must state all grounds claimed for the

Protest, and clearly indicate it as the “Notice of Intent to File a Protest”. Failure to

clearly indicate the Intent to file the Protest shall constitute a waiver of all rights to seek

any further remedies provided for under this Protest Procedure.

The “Notice of Intent to File a Protest” shall be received (“stamped in”) by the

Procurement Management Director or Public Works Director not later than Four o’clock

(4:00) PM on the third working day following the day of receipt of the County’s Notice

of Intended Decision.

The affected party shall then file its Formal Written Protest within ten (10) calendar days

after the time for the filing of the Notice of Intent to File a Protest has expired. Except as

provided for in the paragraph below, upon filing of the Formal Written Protest, the

contractor/vendor/firm shall post a bond, payable to the Lee County Board of County

Commissioners in an amount equal to five percent (5%) of the total bid/quote/proposal,

or Ten Thousand Dollars ($10,000.00), whichever is less. Said bond shall be designated

and held for payment of any costs that may be levied against the protesting

contractor/vendor/firm by the Board of County Commissioners, as the result of a

frivolous Protest.

A clean, Irrevocable Letter of Credit or other form of approved security, payable to the

County, may be accepted. Failure to submit a bond, letter of credit, or other approved

security simultaneously with the Formal Written Protest shall invalidate the protest, at

which time the County may continue its procurement process as if the original “Notice of

Intent to File a Protest” had never been filed.


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Any contractor/vendor/firm submitting the County’s standard bond form (CMO: 514),

along with the bid/quote/proposal, shall not be required to submit an additional bond with

the filing of the Formal Written Protest.

The Formal Written Protest shall contain the following:

County bid/quote/proposal identification number and title.

Name and address of the affected party, and the title or position of the person

submitting the Protest.

A statement of disputed issues of material fact. If there are no disputed material

facts, the Formal Protest must so indicate.

A concise statement of the facts alleged, and of the rules, regulations, statutes, or

constitutional provisions, which entitle the affected party to relief.

All information, documents, other materials, calculations, and any statutory or

case law authority in support of the grounds for the Protest.

A statement indicating the relief sought by the affected (protesting) party.

Any other relevant information that the affected party deems to be material to

Protest.

Upon receipt of a timely filed “Notice of Intent to File a Protest”, the Procurement

Management Director or Public Works Director (as appropriate) may abate the award

of the formal bid/quote/proposal as appropriate, until the Protest is heard pursuant to

the informal hearing process as further outlined below, except and unless the County

Manager shall find and set forth in writing, particular facts and circumstances that

would require an immediate award of the formal bid/quote/proposal for the purpose

of avoiding a danger to the public health, safety, or welfare. Upon such written

finding by the County Manager, the County Manager may authorize an expedited

Protest hearing procedure. The expedited Protest hearing shall be held within ninety-

six (96) hours of the action giving rise to the contractor/vendor/firm’s Protest, or as

soon as may be practicable for all parties. The “Notice of Intent to File a Protest”

shall serve as the grounds for the affected party’s presentation and the requirements

for the submittal of a formal, written Protest under these procedures, to include the

requirement for a bond, shall not apply.

The Dispute Committee shall conduct an informal hearing with the protesting

contractor/vendor/firm to attempt to resolve the Protest, within seven working days

(excluding Saturdays, Sundays and legal holidays) from receipt of the Formal Written

Protest. The Chairman of the Dispute Committee shall ensure that all affected parties

may make presentations and rebuttals, subject to reasonable time limitations, as

appropriate. The purpose of the informal hearing by the Dispute Committee, the

protestor and other affected parties is to provide an opportunity: (1) to review the


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basis of the Protest; (2) to evaluate the facts and merits of the Protest: and (3) to make

a determination whether to accept or reject the Protest.

Once a determination is made by the Dispute Committee with respect to the merits of

the Protest, the Dispute Committee shall forward to the Board of County

Commissioners its recommendations, which shall include relevant background

information related to the procurement.

Upon receiving the recommendation from the Dispute Committee, the Board of

County Commissioners shall conduct a hearing on the matter at a regularly scheduled

meeting. Following presentations by the affected parties, the Board shall render its

decision on the merits of the Protest.

If the Board’s decision upholds the recommendation by the Dispute Committee

regarding the award, and further finds that the Protest was either frivolous and/or

lacked merit, the Board, at its discretion, may assess costs, charges, or damages

associated with any delay of the award, or any costs incurred with regard to the

protest. These costs, charges or damages may be deducted from the security (bond or

letter of credit) provided by the contractor/vendor/firm. Any costs, charges or

damages assessed by the Board in excess of the security shall be paid by the

protesting contractor/vendor/firm within thirty (30) calendar days of the Board’s final

determination concerning the award.

All formal bid/quote/proposal solicitations shall set forth the following statement:

“FAILURE TO FOLLOW THE BID PROTEST PROCEDURE

REQUIREMENTS WITHIN THE TIMEFRAMES AS PRESCRIBED HEREIN

AND ESTABLISHED BY LEE COUNTY BOARD OF COUNTY

COMMISSIONERS, FLORIDA, SHALL CONSTITUTE A WAIVER OF

YOUR PROTEST AND ANY RESULTING CLAIMS.”

9. PUBLIC ENTITY CRIME

Any person or affiliate as defined by statute who has been placed on the convicted vendor

list following a conviction for a public entity crime may not submit a bid or a contract to

provide any goods or services to the County; may not submit a bid on a contract with the

County for the construction or repair of a public building or a public work; may not

submit bids or leases of real property to the County; may not be awarded or perform

works as a contractor, supplier, subcontractor, or consultant under a contract with the

County, and may not transact business with the County in excess of $25,000.00 for a

period of 36 months from the date of being placed on the convicted vendor list.

10. QUALIFICATION OF BIDDERS (unless otherwise noted)

Bids will be considered only from firms normally engaged in the sale and distribution or

provision of the services as specified herein. Bidders shall have adequate organization,

facilities, equipment, and personnel to ensure prompt and efficient service to Lee County.


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The County reserves the right before recommending any award to inspect the facilities

and organization; or to take any other action necessary to determine ability to perform is

satisfactory, and reserves the right to reject bids where evidence submitted or

investigation and evaluation indicates an inability of the bidder to perform.

11. MATERIAL SAFETY DATA SHEETS

In accordance with Chapter 443 of the Florida Statutes, it is the vendor’s responsibility to

provide Lee County with Materials Safety Data Sheets on bid materials, as may apply to

this procurement.

12. MISCELLANEOUS

If a conflict exists between the General Conditions and the detailed specifications, then

the detailed specifications shall prevail.

13. WAIVER OF CLAIMS

Once this contract expires, or final payment has been requested and made, the awarded

contractor shall have no more than 30 days to present or file any claims against the

County concerning this contract. After that period, the County will consider the

Contractor to have waived any right to claims against the County concerning this

agreement.

14. COUNTY RESERVES THE RIGHT

a) State Contract

If applicable, the County reserves the right to purchase any of the items in this bid

from State Contract Vendors if the prices are deemed lower on State Contract

than the prices we receive in this quotation.

b) Any Single Large Project

The County, in its sole discretion, reserves the right to separately quote any

project that is outside the scope of this bid, whether through size, complexity, or

dollar value.

c) Disadvantaged Business Enterprises (DBE’s)

The County, in its sole discretion, reserves the right to purchase any of the items

in this bid from a Disadvantaged Business Enterprise vendor if the prices are

determined to be in the best interest of the County, to assist the County in the

fulfillment of any of the County’s grant commitments to federal or state agencies.

The County further reserves the right to purchase any of the items in this bid from

DBE’s to fulfill the County’s stated policy toward DBE’s.


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d) Anti-Discrimination

The vendor for itself, its successors in interest, and assignees, as part of the

consideration there of covenant and agree that:

In the furnishing of services to the County hereunder, no person on the grounds of

race, religion, color, age, sex, national origin, handicap or marital status shall be

excluded from participation in, denied the benefits of, or otherwise be subjected to

discrimination.

The vendor will not discriminate against any employee or applicant for

employment because of race, religion, color, age, sex, national origin, handicap or

marital status. The vendor will make affirmative efforts to ensure that applicants

are employed and that employees are treated during employment without regard

to their race, religion, color, age, sex, national origin, handicap or marital status.

Such action shall include, but not be limited to, acts of employment, upgrading,

demotion or transfer; recruitment advertising; layoff or termination, rates of pay

or other forms of compensation and selection for training, including

apprenticeship.

Vendor agrees to post in a conspicuous place, available to employees and

applicants for employment, notices setting forth the provisions of this anti-

discrimination clause.

Vendor will provide all information and reports required by relevant regulations

and/or applicable directives. In addition, the vendor shall permit access to its

books, records, accounts, other sources of information, and its facilities as may be

determined by the County to be pertinent to ascertain compliance. The vendor

shall maintain and make available relevant data showing the extent to which

members of minority groups are beneficiaries under these contracts.

Where any information required of the vendor is in the exclusive possession of

another who fails or refuses to furnish this information, the vendor shall so certify

to the County its effort made toward obtaining said information. The vendor shall

remain obligated under this paragraph until the expiration of three (3) years after

the termination of this contract.

In the event of breach of any of the above anti-discrimination covenants, the

County shall have the right to impose sanctions as it may determine to be

appropriate, including withholding payment to the vendor or canceling,

terminating, or suspending this contract, in whole or in part.

Additionally, the vendor may be declared ineligible for further County contracts

by rule, regulation or order of the Board of County Commissioners of Lee

County, or as otherwise provided by law.


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The vendor will send to each union, or representative of workers with which the

vendor has a collective bargaining agreement or other contract of understanding, a

notice informing the labor union of worker’s representative of the vendor’s

commitments under this assurance, and shall post copies of the notice in

conspicuous places available to the employees and the applicants for employment.

The vendor will include the provisions of this section in every subcontract under

this contract to ensure its provisions will be binding upon each subcontractor.

The vendor will take such actions with respect to any subcontractor, as the

contracting agency may direct, as a means of enforcing such provisions, including

sanctions for non-compliance.

15. AUDITABLE RECORDS

The awarded vendor shall maintain auditable records concerning the procurement

adequate to account for all receipts and expenditures, and to document compliance with

the specifications. These records shall be kept in accordance with generally accepted

accounting methods, and Lee County reserves the right to determine the record-keeping

method required in the event of non-conformity. These records shall be maintained for

two years after completion of the project and shall be readily available to County

personnel with reasonable notice, and to other persons in accordance with the Florida

Public Disclosure Statutes.

16. DRUG FREE WORKPLACE

Whenever two or more bids/proposals, which are equal with respect to price, quality and

service, are received for the procurement of commodities or contractual services, a

bid/proposal received from a business that certifies that it has implemented a drug-free

workplace program shall be given preference in the award process. In order to have a

drug-free workplace program, a business shall comply with the requirements of Florida

Statutes 287.087.

17. REQUIRED SUBMITTALS

Any submittals requested should be returned with the bid response. This information

may be accepted after opening, but no later than 10 calendar days after request.

18. TERMINATION

Any agreement as a result of this bid may be terminated by either party giving thirty (30)

calendar days advance written notice. The County reserves the right to accept or not

accept a termination notice submitted by the vendor, and no such termination notice

submitted by the vendor shall become effective unless and until the vendor is notified in

writing by the County of its acceptance.


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The Procurement Management Director may immediately terminate any agreement as a

result of this bid for emergency purposes, as defined by the Lee County Purchasing and

Payment Procedure Manual.

Any vendor who has voluntarily withdrawn from a formal bid/proposal without the

County’s mutual consent during the contract period shall be barred from further County

procurement for a period of 180 days. The vendor may apply to the Board of Lee County

Commissioners for waiver of this debarment. Such application for waiver of debarment

must be coordinated with and processed by Procurement Management.

19. CONFIDENTIALITY

Vendors should be aware that all submittals (including financial statements) provided

with a bid/proposal are subject to public disclosure and will not be afforded

confidentiality.

20. ANTI-LOBBYING CLAUSE

All firms are hereby placed on formal notice that neither the County Commissioners nor

candidates for County Commission, nor any employees from the Lee County

Government, Lee County staff members, nor any members of the

Qualification/Evaluation Review Committee are to be lobbied, either individually or

collectively, concerning this project. Firms and their agents who intend to submit

qualifications, or have submitted qualifications, for this project are hereby placed on

formal notice that they are not to contact County personnel for such purposes as holding

meetings of introduction, meals, or meetings relating to the selection process outside of

those specifically scheduled by the County for negotiations. Any such lobbying activities

may cause immediate disqualification for this project.

21. INSURANCE (AS APPLICABLE)

Insurance shall be provided, per the attached insurance guide. Upon request, an

insurance certificate complying with the attached guide may be required prior to award.


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LEE COUNTY, FLORIDA

PROPOSAL QUOTE FORM

FOR TRANSMISSION REBUILDS FOR LEE TRAN

DATE SUBMITTED: ____________________________________

VENDOR NAME:

TO: The Board of County Commissioners

Lee County

Fort Myers, Florida

Having carefully examined the “General Conditions”, and the “Detailed Specifications”, all of

which are contained herein, the Undersigned proposes to furnish the following which meet these

specifications:

NOTE REQUIREMENT: IT IS THE SOLE RESPONSIBILITY OF THE VENDOR TO

CHECK LEE COUNTY PROCUREMENT MANAGEMENT WEB SITE FOR ANY

PROJECT ADDENDA ISSUED FOR THIS PROJECT. THE COUNTY WILL POST

ADDENDA TO THIS WEB PAGE, BUT WILL NOT NOTIFY.

The undersigned acknowledges

receipt of Addenda numbers: ___________________________________________________

NOTE: THE REMANUFACTURE/REBUILD TRANSMISSIONS SPECIFIED SHALL BE

PURCHASED ON A ONE FOR ONE EXCHANGE BASIS, DO NOT INCLUDE CORE

CHARGE IN YOUR QUOTED PRICE

1.) REBUILD B400R ALLISON TRANSMISSION $ EACH

FOR USE GILLIG BUSES Serial Numbers (SN)

6510369349,6510703351,6510841855,6510932853

2.) REBUILD EV40 ALLISON TRANSMISSION $_________________________EACH

FOR USE IN GILLIG HYBRID BUSES

SN- 7110004060, 7110005572, 7110005754

3.) REBUILD B300 ALLISON TRANSMISSION $_________________________EACH

FOR USE IN TROLLEY BUSES

SN- 6510976497

GRAND TOTAL $_________________________


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INCIDENTALS (NOT FACTORED INTO BASIS OF AWARD)

1.) B400R ALLISON TRANSMISSION CORE $ EACH

2.) EV40 ALLISON TRANSMISSION CORE $_________________________EACH

3.) B300ALLISON TRANSMISSION CORE $_________________________EACH

GRAND TOTAL $_________________________

IS YOUR FIRM AN AUTHORIZED ALLISON DEALER OR DISTRIBUTOR?

YES NO

(Circle one)

ALL PRICING SHALL INCLUDE PICKUP AND DELIVERY.

TO BE DELIVERED WITHIN _______________CALENDAR DAYS AFTER RECEIPT OF

ORDER FROM LEE TRAN.

WILL YOU DELIVER WITH YOUR OWN VEHICLE AS OPPOSED TO COMMON

CARRIER?

YES NO

Does your firm have a location/office/facility in Lee County?

YES NO

Address:

Bidders should carefully read all the terms and conditions of the specifications. Any

representation of deviation or modification to the bid may be grounds to reject the bid.

Are there any modifications to the bid or specifications:

YES NO

Failure to clearly identify any modifications in the space below or on a separate page may be

grounds for the bidder being declared nonresponsive or to have the award of the bid rescinded by

the County.

MODIFICATIONS:

Bidder shall submit his/her bid on the County’s Proposal Quote Form, including the firm name

and authorized signature. Any blank spaces on the Proposal Quote Form, qualifying notes or

exceptions, counter offers, lack of required submittals, or signatures, on County’s Form may

result in the Bidder/Bid being declared non-responsive by the County.


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ANTI-COLLUSION STATEMENT

THE BELOW SIGNED BIDDER HAS NOT DIVULGED TO, DISCUSSED OR

COMPARED HIS BID WITH OTHER BIDDERS AND HAS NOT COLLUDED WITH

ANY OTHER BIDDER OR PARTIES TO A BID WHATSOEVER. NOTE: NO

PREMIUMS, REBATES OR GRATUITIES TO ANY EMPLOYEE OR AGENT ARE

PERMITTED EITHER WITH, PRIOR TO, OR AFTER ANY DELIVERY OF

MATERIALS. ANY SUCH VIOLATION WILL RESULT IN THE CANCELLATION

AND/OR RETURN OF MATERIAL (AS APPLICABLE).

FIRM NAME _____________________________________

BY (Printed): ______________________________________

BY (Signature): ____________________________________

TITLE: ___________________________________________

FEDERAL ID # OR S.S.#____________________________

ADDRESS: _______________________________________

_________________________________________________

PHONE NO.: ______________________________________

FAX NO.: ________________________________________

CELLULAR PHONE/PAGER NO.: _________________________________________

DUNS #: __________________________________________

LEE COUNTY LOCAL BUSINESS TAX ACCOUNT NUMBER:

_______________________________

E-MAIL ADDRESS:

DISADVANTAGED BUSINESS ENTERPRISE (DBE): Yes No


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LEE COUNTY, FLORIDA

DETAILED SPECIFICATIONS

FOR TRANSMISSION REBUILDS FOR LEE TRAN

SCOPE

The purpose of this quote is to obtain services for the rebuilding of Allison transmissions for the

Lee County Transit (Lee Tran)

The rebuilds will be handled on a one for one exchange

A minimum of one is guaranteed and a maximum of twenty over the term of this quote.

TERM OF AWARD

If awarded, the terms of this solicitation shall be in effect for two years. The County reserves the

right to renew this quote (or any portion thereof) and to negotiate lower pricing as a condition for

each renewal, for up to three additional one-year periods, upon mutual agreement of both parties

and, except as to lower pricing, under the same terms and conditions.

FEDERAL CLAUSES

The attached Appendix A, "Lee Tran General Conditions” which includes the requirements of

FTA C 4220.IF Mandatory Contract Clauses, is a part of this specification and shall take

precedence over the Detailed Specifications.

BASIS OF AWARD

The basis of award for this bid will be low quoter meeting specifications by a line item or overall

(Grand Total) basis, whichever is in the best interest of Lee County. If the low bidder is unable

to perform under the terms and conditions of the specification, Lee Tran reserves the right to

purchase from the second low bidder.

NOTE: Lee County reserves the right to reject unbalanced bids (a bid where a normally low

cost item is priced well out of the normal range).

MAJOR BREAKDOWNS/NATURAL DISASTERS

Lee County requires that the awarded vendor provide the name of a contact person and phone

number which will afford Lee County access twenty-four hours per day, 365 days per year, of

this product or service in the event of major breakdowns or natural disasters.

Lee County reserves the right to purchase the product or service listed in this quotation

elsewhere in an emergency situation.

DESIGNATED CONTACT


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The awarded vendor shall appoint a person or persons to act as a primary contact for all County

departments. This person or back-up shall be readily available during normal work hours by

phone or in person, and shall be knowledgeable of the terms and procedures involved. The Lee

Tran contact person for the awarded contractor throughout the terms of the quote will be Robert

Southall, Transit Manager, (239) 533-0336, or his authorized representative

AFFIDAVIT CERTIFICATION IMMIGRATION LAWS

The attached document, Affidavit Certification Immigration Laws, is required and should be

submitted with your solicitation package. It must be signed and notarized. Failure to include

this affidavit with your response will delay the consideration and review of your submission; and

could result in your response being disqualified.

GENERAL REQUIREMENTS

A) The purpose of this specification is to identify for the contractor, the minimum

requirements the contractor must satisfy in providing remanufactured/rebuilt B300, B400R

and EV40 automatic transmissions to Lee County Transit (Lee Tran).

Even though Lee County requires both factory authorized remanufactured automatic

transmissions and factory authorized rebuilt automatic transmissions as listed above, for

simplicity, from this point forward this specification will refer to "rebuilt and rebuilding" in

lieu of "remanufactured".

B) Quoters will be required to have a “swing” rebuilt transmission model B300, B400R and

EV40 (as per specification) on hand to provide to Lee Tran to minimize the down time of a

bus.

C) Quoters must be an authorized Allison dealer or distributor and must so state on the

Proposal Quote Form. After opening, prior to award, contractors may be required to submit

proof of dealer/distributor status.

D) The transmission casing shall be visually inspected prior to pick-up by the contractor. Lee

Tran accepts no responsibility for any defective casings after pick-up.

E) The rebuilt transmission(s) price shall include all parts required to rebuild the transmission

and dynamometer testing, cleaning, repairing, and/or rebuilding, labor, and other

incidentals associated with rebuilding an B300, B400R and EV40.

F) The contractor shall furnish Lee Tran an analysis as to the cause of transmission failure.

This analysis shall be sent to:

6035 Landing View Road

Fort Myers, Florida 33907

ATTN.: Robert Southall

(239) 533-0336


16

G) The contractor shall pick-up and delivers transmission assemblies as part of the contract at

no cost to Lee Tran.

H) Lee Tran reserves the right to inspect the shop and facilities of a potential contractor to

determine whether or not they are proper and conductive to good work.

I) Regardless of the statements in this specification, the contractor shall be held responsible for

rebuilding Transmissions in a workmanlike and professional manner. All parts must fit and

function properly when installed in Lee Tran vehicles. Malfunctions shall be the

responsibility of the contractor.

TECHNICAL REQUIREMENTS

A) Transmissions must be rebuilt to Allison specifications.

B) No chargeback to Lee Tran will be allowed for damaged parts internally.

C) Core will be visually inspected at Lee Tran’s facility for any exterior damage or missing

parts and core acceptance or charges documented before core leaves the Lee Tran facility.

D) No additional charges to Lee Tran to program the E.C.U. to match the exchange

transmission.

E) There will be no freight charges billed to Lee Tran for delivery of exchange transmission

or for the return of accepted cores.

F) Transmission turnaround time will not exceed 2 working days from time of notification

from Lee Tran.

G) All Allison B300, B400R and EV40 exchange transmissions will also have Allison

approved steel thread inserts installed in each of the twelve filter cover retaining bolt holes

in the main case.

H) Only genuine Allison Transmission parts are to be used as replacement parts during

rebuild. The internal wiring and solenoids must be replaced on all B400R, B300, EV40

transmissions.

I) Each Allison B300, B400R and EV40 must be fully rebuilt in accordance with Allison

Transmission Service Manual Procedures, specifications, and service wear limits.

J) Each Allison Transmission must be rebuilt by trained labor that received B300, B400R and

EV40 series training from an Allison accredited transmission instructor.


17

K) Each transmission, upon completion of rebuild, must receive dynamometer testing,

whereby the main pressure shift calibration output torque and oil flow are confirmed as

being in accordance with the Allison Service Manual.

L) All transmissions, regardless if factory remanufactured or rebuilt, shall carry at a minimum

a 12-month warranty. The warranty on each B300, B400R and EV40 transmission

supplied must include the following:

1) Written warranty

2) Nationwide and standardized warranty with local authorized service outlets.

M) Warranty shall include shipping to and from Lee Tran garage, the cost to remove the

transmission from a bus (Lee Tran's labor rate of $76/hr.), and the cost to reinstall the

transmission in a bus.

N) Contractor has the option to remove and replace a defective transmission in a Lee Tran

bus, only if the work performed can be completed within a reasonable and timely fashion.

(Lee Tran will provide as much assistance as possible.) Replacement of a defective

transmission under this warranty, including labor to remove and reinstall the transmission,

shall be at no cost to Lee Tran.

O) Service time on a rebuilt transmission under warranty shall begin when the transmission is

put in service.

P) In the event Lee Tran has two or more buses out of service due to warrantable defects, and

the contractor does not respond within 3 working days, Lee Tran may perform this

repair/replacement and bill the contractor or purchase from the second lowest bidder.

Q) If the exchange core is accepted prior to leaving Lee Tran facility, there will be no core

charges to Lee Tran.

SUB-CONTRACTORS

The use of sub-contractors under this quote is not allowed without prior written authorization

from the County representative.

LOCAL BIDDER’S PREFERENCE

Note: In order for your firm to be considered for the local vendor preference, you must complete

and return the attached “Local Vendor Preference Questionnaire” with your quotation.

The Lee County Local Bidder’s Preference Ordinance No. 08-26 is being included as part of the

award process for this project. As such, Lee County at its sole discretion, may choose to award a

preference to any qualified “Local Contractor/Vendor” in an amount not to exceed 3 % of the

total amount quoted by that firm.


18

“Local Contractor / Vendor” shall mean: a) any person, firm, partnership, company or

corporation whose principal place of business in the sole opinion of the County, is located within

the boundaries of Lee/Collier County, Florida; or b) any person, firm, partnership, company or

corporation that has provided goods or services to Lee County on a regular basis for the

preceding consecutive three (3) years, and that has the personnel, equipment and materials

located within the boundaries of Lee/Collier County sufficient to constitute a present ability to

perform the service or provide the goods.

The County reserves the exclusive right to compare, contrast and otherwise evaluate the

qualifications, character, responsibility and fitness of all persons, firms, partnerships, companies

or corporations submitting formal bids or formal quotes in any procurement for goods or services

when making an award in the best interests of the County.

Special Requirements:

1. An appropriate "Indemnification" clause shall be made a provision of the contract.

2. It is the responsibility of the general contractor to insure that all subcontractors comply

with all insurance requirements.

AFFIDAVIT CERTIFICATION

IMMIGRATION LAWS

SOLICITATION NO.: __________ PROJECT NAME: _____________________________

LEE COUNTY WILL NOT INTENTIONALLY AWARD COUNTY CONTRACTS TO ANY

CONTRACTOR WHO KNOWINGLY EMPLOYS UNAUTHORIZED ALIEN WORKERS,

CONSTITUTING A VIOLATION OF THE EMPLOYMENT PROVISIONS CONTAINED IN 8 U.S.C.

SECTION 1324 a(e) {SECTION 274A(e) OF THE IMMIGRATION AND NATIONALITY ACT

(“INA”).

LEE COUNTY MAY CONSIDER THE EMPLOYMENT BY ANY CONTRACTOR OF

UNAUTHORIZED ALIENS A VIOLATION OF SECTION 274A(e) OF THE INA. SUCH

VIOLATION BY THE RECIPIENT OF THE EMPLOYMENT PROVISIONS CONTAINED IN

SECTION 274A(e) OF THE INA SHALL BE GROUNDS FOR UNILATERAL CANCELLATION

OF THE CONTRACT BY LEE COUNTY.

BIDDER ATTESTS THAT THEY ARE FULLY COMPLIANT WITH ALL APPLICABLE

IMMIGRATION LAWS (SPECIFICALLY TO THE 1986 IMMIGRATION ACT AND SUBSEQUENT

AMENDMENTS).

Company Name:____________________________________________

Signature Title Date


19

STATE OF ___________________

COUNTY OF _________________

The foregoing instrument was signed and acknowledged before me this day of

20 , by who has produced

(Print or Type Name)

as identification.

(Type of Identification and Number)

_____________________________________

Notary Public Signature

_____________________________________

Printed Name of Notary Public

_____________________________________

Notary Commission Number/Expiration

The signee of this Affidavit guarantee, as evidenced by the sworn affidavit required herein, the

truth and accuracy of this affidavit to interrogatories hereinafter made. LEE COUNTY

RESERVES THE RIGHT TO REQUEST SUPPORTING DOCUMENTATION, AS

EVIDENCE OF SERVICES PROVIDED, AT ANY TIME.

Minimum Insurance Requirements: Risk Management in no way represents that the

insurance required is sufficient or adequate to protect the vendors’ interest or liabilities. The

following are the required minimums the vendor must maintain throughout the duration of

this contract. The County reserves the right to request additional documentation regarding

insurance provided

a. Commercial General Liability - Coverage shall apply to premises and/or operations,

products and completed operations, independent contractors, contractual liability

exposures with minimum limits of:

$500,000 per occurrence

$1,000,000 general aggregate

$500,000 products and completed operations

$500,000 personal and advertising injury

b. Business Auto Liability - The following Automobile Liability will be required and

coverage shall apply to all owned, hired and non-owned vehicles use with minimum

limits of:

$500,000 combined single limit (CSL)

$300,000 bodily injury per person

$500,000 bodily injury per accident

$300,000 property damage per accident


20

c. Workers' Compensation - Statutory benefits as defined by FS 440 encompassing all

operations contemplated by this contract or agreement to apply to all owners, officers,

and employees regardless of the number of employees. Workers Compensation

exemptions may be accepted with written proof of the State of Florida’s approval of such

exemption. Employers’ liability will have minimum limits of:

$100,000 per accident

$100,000 disease limit

$500,000 disease – policy limit

*The required minimum limit of liability shown in a; b; c; may be provided in the form of

“Excess Insurance” or “Commercial Umbrella Policies.” In which case, a “Following Form

Endorsement” will be required on the “Excess Insurance Policy” or “Commercial Umbrella

Policy.”

Verification of Coverage:

1. Coverage shall be in place prior to the commencement of any work and throughout the

duration of the contract. A certificate of insurance will be provided to the Risk Manager

for review and approval. The certificate shall provide for the following:

a. The certificate holder shall read as follows:

Lee County Board of County Commissioners

P.O. Box 398

Fort Myers, Florida 33902

b. “Lee County, a political subdivision and Charter County of the State of Florida,

its agents, employees, and public officials” will be named as an "Additional Insured"

on the General Liability policy, including Products and Completed Operations

coverage.

LEE COUNTY PROCUREMENT MANAGEMENT - BIDDERS CHECK LIST

IMPORTANT: Please read carefully and return with your bid proposal. Please check

off each of the following items as the necessary action is completed:

1. The Solicitation has been signed and with corporate seal (if applicable).

2. The Solicitation prices offered have been reviewed (if applicable).

____ 3. The price extensions and totals have been checked (if applicable).

4. Substantial and final completion days inserted (if applicable).

5. The original (must be manually signed) and 1 hard copy original and

others as specified of the Solicitation has

been submitted.

6. Two (2) identical sets of descriptive literature, brochures and/or data (if

required) have been submitted under

separate cover.

7. All modifications have been acknowledged in the space provided.

8. All addendums issued, if any, have been acknowledged in the space

provided.

9. Licenses (if applicable) have been inserted.

10. Erasures or other changes made to the Solicitation document have

been initialed by the person signing the

Solicitation.

11. Contractor’s Qualification Questionnaire and Lee County Contractor

History (if applicable).

12. DBE Participation form completed and/or signed or good faith

documentation.

13. Bid Bond and/or certified Check, (if required) have been submitted

with the Solicitation in amounts indicated.

14. Any Delivery information required is included.

15. Affidavit Certification Immigration Signed and Notarized

16. Local Bidder Preference Affidavit (if applicable)

17. The mailing envelope has been addressed to:

{OR788720;4} 1

MAILING ADDRESS PHYSICAL ADDRESS

Lee County Procurement Mgmt. Lee County Procurement Mgmt.

P.O. Box 398 or 1825 Hendry St 3rd

Floor

Ft. Myers, FL 33902-0398 Ft. Myers, FL 33901

18. The mailing envelope MUST be sealed and marked with:

Solicitation Number

Opening Date and/or Receiving Date

19. The Solicitation will be mailed or delivered in time to be received no

later than the specified opening date and time. (Otherwise Solicitation

cannot be considered or accepted.)

20. If submitting a “NO BID” please write Solicitation number here

__________ and check one of the following:

______ Do not offer this product

_______Insufficient time to respond.

______ Unable to meet specifications (why)

______ Unable to meet bond or insurance requirement.

Other: _____________________________________________________

Company Name and Address:

________________________________

________________________________

{OR788720;4} 2

LEETRAN

FTA CERTIFICATIONS

Federally Required Certifications

1. Buy America Requirements* (over $100,000)

2. Bus Testing* (Vehicle Procurement over $100,000)

3. Pre-Award and Post Delivery Audit Requirements* (Vehicle Procurement over $100,000)

4. Lobbying* (over $100,000)

5. Debarment and Suspension* (over $25,000)

* Please sign and return the applicable FTA Certification

BUY AMERICA REQUIREMENTS

For contracts over $100,000

49 U.S.C. 5323(j)

49 CFR Part 661

The Buy America requirements apply to the following types of contracts: Construction

Contracts and Acquisition of Goods or Rolling Stock (valued at more than

$100,000).

The contractor agrees to comply with 49 U.S.C. 5323(j) and 49 C.F.R. Part 661, which

provide that Federal funds may not be obligated unless steel, iron, and manufactured

products used in FTA-funded projects are produced in the United States, unless a waiver

has been granted by FTA or the product is subject to a general waiver. General waivers

are listed in 49 C.F.R. 661.7, and include final assembly in the United States for 15

passenger vans and 15 passenger wagons produced by Chrysler Corporation, and

microcomputer equipment and software. Separate requirements for rolling stock are set

out at 49 U.S.C. 5323(j)(2)(C) and 49 C.F.R. 661.11. Rolling stock must be assembled in

the United States and have a 60 percent domestic content.

A bidder or offeror must submit the appropriate Buy America certification (below) with all bids or offers

on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied

by a completed Buy America certification must be rejected as nonresponsive.

Buy America Certification requirement for procurement of steel, iron,

or manufactured products.

Certificate of Compliance with 49 U.S.C. 5323(j)(1)

The bidder or offeror hereby certifies that it will meet the requirements of 49 U.S.C. 5323(j)(1) and the

applicable regulations in 49 C.F.R. Part 661.5.

Date _______________________________________________________________________________________

Print Name of Authorized Official__________________________________________________

Title _______________________________________________________________________________________

Signature of Authorized Official __________________________________________________________________

{OR788720;4} 3

Company Name ______________________________________________________________________________

Company Address ______________________________________________________________

BUY AMERICA CERTIFICATION FOR BUSES, OTHER ROLLING STOCK AND

ASSOCIATED EQUIPEMENT


Certificate of Compliance with 49 U.S.C. 5323(j)(2)(C).

The bidder or offeror hereby certifies that it will comply with the requirements of 49 U.S.C. 5323(j)(2)(C)

and the regulations at 49 C.F.R. Part 661.11.

Date _______________________________________________________________________________________


Title _______________________________________________________________________________________


Company Name ______________________________________________________________________________

Company Address ______________________________________________________________

{OR788720;4} 4

BUS TESTING For contracts over $100,000

49 U.S.C. 5323(c)

49 CFR Part 665

The Bus Testing requirements pertain only to the acquisition of Rolling Stock/Turnkey.

The Bus Testing requirements should not flow down, except to the turnkey contractor as stated in Master

Agreement.

Bus Testing - The Contractor or Manufacturer agrees to comply with 49 U.S.C. A 5323(c) and FTA's

implementing regulation at 49 CFR Part 665 and shall perform the following:

1) A manufacturer of a new bus model or a bus produced with a major change in components or

configuration shall provide a copy of the final test report to the recipient at a point in the procurement

process specified by the recipient which will be prior to the recipient's final acceptance of the first vehicle.

2) A manufacturer who releases a report under paragraph 1 above shall provide notice to the operator of

the testing facility that the report is available to the public.

3) If the manufacturer represents that the vehicle was previously tested, the vehicle being sold should have

the identical configuration and major components as the vehicle in the test report, which must be provided

to the recipient prior to recipient's final acceptance of the first vehicle. If the configuration or components

are not identical, the manufacturer shall provide a description of the change and the manufacturer's basis for

concluding that it is not a major change requiring additional testing.

4) If the manufacturer represents that the vehicle is "grandfathered" (has been used in mass transit service

in the United States before October 1, 1988, and is currently being produced without a major change in

configuration or components), the manufacturer shall provide the name and address of the recipient of such

a vehicle and the details of that vehicle's configuration and major components.

CERTIFICATION OF COMPLIANCE WITH FTA'S BUS TESTING REQUIREMENTS, For

contracts over $100,000

The undersigned [Contractor/Manufacturer] certifies that the vehicle offered in this procurement complies

with 49 U.S.C. A 5323(c) and FTA's implementing regulation at 49 CFR Part 665.

The undersigned understands that misrepresenting the testing status of a vehicle acquired with Federal

financial assistance may subject the undersigned to civil penalties as outlined in the Department of

Transportation's regulation on Program Fraud Civil Remedies, 49 CFR Part 31. In addition, the

undersigned understands that FTA may suspend or debar a manufacturer under the procedures in 49 CFR

Part 29.

Date _______________________________________________________________________________________


Title _______________________________________________________________________________________


Company Name ______________________________________________________________________________

Company Address ______________________________________________________________

{OR788720;4} 5

PRE-AWARD AND POST DELIVERY AUDITS REQUIREMENTS


49 U.S.C. 5323

49 CFR Part 663

These requirements apply only to the acquisition of Rolling Stock/Turnkey.

These requirements should not flow down, except to the turnkey contractor as stated in Master Agreement.

- Buy America certification is mandated under FTA regulation, "Pre-Award and Post-Delivery Audits of

Rolling Stock Purchases," 49 C.F.R. 663.13.

-- Specific language for the Buy America certification is mandated by FTA regulation,

"Buy America Requirements--Surface Transportation Assistance Act of 1982, as amended,"

49 C.F.R. 661.12, but has been modified to include FTA's Buy America requirements codified at 49 U.S.C.

A 5323(j).

Pre-Award and Post-Delivery Audit Requirements - The Contractor agrees to comply with 49 U.S.C. §

5323(l) and FTA's implementing regulation at 49 C.F.R. Part 663 and to submit the following

certifications:

(1) Buy America Requirements: The Contractor shall complete and submit a declaration certifying

compliance with Buy America. If the Bidder/Offeror certifies compliance with Buy America, it shall

submit documentation which lists 1) component and subcomponent parts of the rolling stock to be

purchased identified by manufacturer of the parts, their country of origin and costs; and 2) the location of

the final assembly point for the rolling stock, including a description of the activities that will take place at

the final assembly point and the cost of final assembly.

(2) Solicitation Specification Requirements: The Contractor shall submit evidence that it will be capable of

meeting the bid specifications.

(3) Federal Motor Vehicle Safety Standards (FMVSS): The Contractor shall submit 1) manufacturer's

FMVSS self-certification sticker information that the vehicle complies with relevant FMVSS or 2)

manufacturer's certified statement that the contracted buses will not be subject to FMVSS regulations.

BUY AMERICA CERTIFICATE OF COMPLIANCE WITH FTA REQUIREMENTS FOR BUSES,

OTHER ROLLING STOCK, OR ASSOCIATED EQUIPMENT

(To be submitted with a bid or offer exceeding the small purchase threshold for Federal assistance

programs, currently set at $100,000.)

Certificate of Compliance

The bidder hereby certifies that it will comply with the requirements of 49 U.S.C. Section 5323(j)(2)(C),

Section 165(b)(3) of the Surface Transportation Assistance Act of 1982, as amended, and the regulations of

49 C.F.R. 661.11:

Date _______________________________________________________________________________________


Title _______________________________________________________________________________________

{OR788720;4} 6


Company Name ______________________________________________________________________________

Company Address ______________________________________________________________

LOBBYING


31 U.S.C. 1352

49 CFR Part 19

49 CFR Part 20

The Lobbying requirements apply to Construction/Architectural and Engineering/Acquisition of Rolling

Stock/Professional Service Contract/Operational Service Contract/Turnkey contracts.

The Lobbying requirements mandate the maximum flow down, pursuant to Byrd Anti-Lobbying

Amendment, 31 U.S.C. § 1352(b)(5) and 49 C.F.R. Part 19, Appendix A, Section 7.

This certification is a material representation of fact upon which reliance was placed when this transaction

was made or entered into. Submission of this certification is a prerequisite for making or entering into this

transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any

person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000

and not more than $100,000 for each such failure.

[Note: Pursuant to 31 U.S.C. § 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails

to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than

$10,000 and not more than $100,000 for each such expenditure or failure.]

The Contractor, ______________________________________________________, certifies or affirms the

truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the

Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this

certification and disclosure, if any.

Date _______________________________________________________________________________________


Title _______________________________________________________________________________________


Company Name ______________________________________________________________________________

Company Address ______________________________________________________________

{OR788720;4} 7

DEBARMENT, SUSPENSION, INELIGIBILTY, AND VOLUNTARY EXCLUSION

REQUIREMENTS for Contracts over $25,000

This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is

required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or

affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940

and 29.945.

The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement

to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into.

The bidder or proposer certifies as follows:

1. The certification in this clause is a material representation of fact upon which reliance was placed

when this transaction was entered into. If it is later determined that the prospective lower tier

participant knowingly rendered an erroneous certification, in addition to other remedies available to

the Federal Government, Lee County may pursue available remedies, including suspension and/or

debarment.

2. The prospective lower tier participant shall provide immediate written notice to Lee County if at any time

the prospective lower tier participant learns that its certification was erroneous when submitted or has become

erroneous by reason of changed circumstances.

3. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction,"

:"participant," "persons," "lower tier covered transaction," "principal," "proposal," and "voluntarily excluded," as

used in this clause, have the meanings set out in the Definitions and Coverage sections of rules implementing

Executive Order 12549 [49 CFR Part 29]. You may contact Lee County for assistance in obtaining a copy of

those regulations.

4. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered

transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person

who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered

transaction, unless authorized in writing by Lee County.

5. The prospective lower tier participant further agrees by submitting this proposal that it will include the

clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion - Lower

Tier Covered Transaction", without modification, in all lower tier covered transactions and in all solicitations

for lower tier covered transactions.

6. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower

tier covered transaction that it is not debarred, suspended, ineligible, or voluntarily excluded from the

covered transaction, unless it knows that the certification is erroneous. A participant may decide the method

and frequency by which it determines the eligibility of its principals. Each participant may, but is not required

to, check the Nonprocurement List issued by U.S. General Service Administration.

7. Nothing contained in the foregoing shall be construed to require establishment of system of records in

order to render in good faith the certification required by this clause. The knowledge and information of a

participant is not required to exceed that which is normally possessed by a prudent person in the ordinary

course of business dealings.

8. Except for transactions authorized under Paragraph 5 of these instructions, if a participant in a covered

transaction knowingly enters into a lower tier covered transaction with a person who is suspended,

debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to all

remedies available to the Federal Government, Lee County may pursue available remedies including

suspension and/or debarment.

{OR788720;4} 8

Certification Regarding Debarment, Suspension, and Other Responsibility Matters

(Contracts over $25,000).

The contractor certifies, that neither it nor its “principals” as defined in CFR 29.995, or

affiliates, as defined at 49 CFR 29.905, are presently debarred, suspended, proposed

for debarment, declared ineligible, or voluntarily excluded from participation in this

transaction by any governmental department or agency.

Date _______________________________________________________________________________________


Title _______________________________________________________________________________________


Company Name ______________________________________________________________________________

Company Address ______________________________________________________________

{OR788720;4} 9

EXHIBIT E

LEE COUNTY TRANSIT

GENERAL PROVISIONS DOCUMENT 1.01 PROVISIONS APPLICABLE TO ALL CONTRACTS ............................................... 0

1.01.01. Accident Prevention .......................................................................................... 0

1.01.02. Americans with Disabilities Act ....................................................................... 0

1.01.03. Application Of Federal Laws Clause ................................................................ 0

1.01.04. Audits and Inspection ....................................................................................... 0

1.01.05. Civil Rights ....................................................................................................... 1

1.01.06. Compliance With

Law…………………………………………………

1.01.07. Composition Of Contractor............................................................................... 1

1.01.08. Contracts Involving Federal Privacy Act Requirements. The

following requirements apply to the Contractor and its

employees that administer any system of records on behalf of

the Federal Government under any Contract: ................................................... 1

1.01.09. Disadvantaged Business Enterprise .................................................................. 2

1.01.10. Energy Conservation ......................................................................................... 2

1.01.11. Federal Assistance and Incorporation of Federal Transit

Administration (FTA) Terms ............................................................................ 2

1.01.12. Federal Changes ................................................................................................ 3

1.01.13. Federal, State And Local Taxes ........................................................................ 3

1.01.14. Fly America Requirements ............................................................................... 3

1.01.15. Indemnification ................................................................................................. 3

1.01.16. Independent Contractor ..................................................................................... 3

1.01.17. Interest Of Public Officials ............................................................................... 3

1.01.18. Material and Workmanship............................................................................... 4

1.01.19. No Obligation by the Federal Government ....................................................... 4

1.01.20. Organization And Direction Of The Work ....................................................... 4

1.01.21. Publicity Releases ............................................................................................. 4

1.01.22. Prohibition Against Contingent Fees ................................................................ 5

1.01.23. Program Fraud and False or Fraudulent Statements or Related

Acts ................................................................................................................... 5

1.01.24. Program Funding .............................................................................................. 5

1.01.25. Subcontractors and Outside Consultants .......................................................... 5

1.01.26. Termination ....................................................................................................... 5

1.01.27. Truth in Negotiation .......................................................................................... 7

1.02 PROVISIONS APPLICABLE ONLY TO CONTRACTS

EXCEEDING TEN THOUSAND DOLLARS ($10,000) .............................................. 7 1.02.01. Recovered Materials ......................................................................................... 7

1.02.02. Approval of Materials ....................................................................................... 7

1.02.03. Changes ............................................................................................................. 7

1.02.04. Errors And Omissions ....................................................................................... 8

1.02.05. Insurance ........................................................................................................... 9

1.02.06. Notice Of Labor Disputes ............................................................................... 10

{OR788720;4} 10


EXCEEDING TWENTY FIVE THOUSAND DOLLARS ($25,000) ........................ 10 1.03.01. Suspension and Debarment ............................................................................. 10


EXCEEDING ONE HUNDRED THOUSAND DOLLARS ($100,000) ..................... 11 1.04.01. Bonding ........................................................................................................... 11

1.04.02. Claims for Damages ........................................................................................ 14

1.04.03. Clean Air and Clean Water ............................................................................. 14

1.04.04. Contract Work Hours and Safety Standards ................................................... 14

1.04.05. Disputes........................................................................................................... 15

1.04.06. Lobbying ......................................................................................................... 16

1.04.07. Performance During Dispute .......................................................................... 16

1.04.08. Rights and Remedies....................................................................................... 16


EXCEEDING FIVE HUNDRED THOUSAND DOLLARS ($500,000) .................... 16 1.05.01. Notification of Federal Participation .............................................................. 16

1.06 PROVISIONS RELATING TO ARCHITECTURAL AND

ENGINEERING SERVICES CONTRACTS............................................................... 16 1.06.01. Seismic Safety ................................................................................................. 16

1.06.02. Special Termination Provisions ...................................................................... 17

1.07 PROVISIONS RELATING TO CONSTRUCTION CONTRACTS ......................... 17 1.07.01. Buy America ................................................................................................... 17

1.07.02. Cargo Preference - Use of United States-Flag Vessels ................................... 17

1.07.03. Cleaning Up .................................................................................................... 18

1.07.04. Continuing The Work ..................................................................................... 18

1.07.05. Cooperation Of Contractor ............................................................................. 18

1.07.06. Davis-Bacon and Copeland Anti-Kickback Acts ........................................... 18

1.07.07. Differing Site Conditions ................................................................................ 26

1.07.08. Layout Of Work .............................................................................................. 27

1.07.09. Maintenance During Construction .................................................................. 27

1.07.10. Occupational Safety and Health ("OSHA") .................................................... 27

1.07.11. Operations And Storage Areas........................................................................ 28

1.07.12. Protection Of Vegetation, Structures, Equipment & Utilities ......................... 28

1.07.13. Safety .............................................................................................................. 29

1.07.14. Schedules For Construction Contracts ............................................................ 29

1.07.15. Seismic Safety ................................................................................................. 30

1.07.16. Special Termination for Default Provisions ................................................... 30

1.07.17. Specifications And Drawings ......................................................................... 31

1.07.18. Suspension Of Work ....................................................................................... 32

1.07.19. Use And Possession Prior To Completion ...................................................... 33

1.07.20. Utilities ............................................................................................................ 33

1.08 PROVISIONS RELATING TO INTELLIGENT

TRANSPORTATION SYSTEMS PROJECTS ........................................................... 33 1.08.01. Conformance with ITS National Architecture ................................................ 33

1.09 PROVISIONS RELATING TO MATERIALS AND SUPPLIES

CONTRACTS ................................................................................................................. 33 1.09.01. Buy America ................................................................................................... 33

{OR788720;4} 11


1.09.03. Certificate Of Conformance ............................................................................ 34

1.10 PROVISIONS RELATING TO OPERATIONS/ MANAGEMENT

CONTRACTS ................................................................................................................. 35 1.10.01. Charter Service Operations ............................................................................. 35

1.10.02. Drug and Alcohol Testing ............................................................................... 35

1.10.03. School Bus Operations .................................................................................... 35

1.10.04. Transit Employee Protective Provisions ......................................................... 35

1.11 PROVISIONS RELATING TO RESEARCH AND DEVELOPMENT

CONTRACTS ................................................................................................................. 36 1.11.01. Patent Rights ................................................................................................... 36

1.11.02. Rights in Data ................................................................................................. 37

1.12 PROVISIONS RELATING TO ROLLING STOCK PURCHASE

CONTRACTS ................................................................................................................. 39 1.12.01. Bus Testing ..................................................................................................... 39

1.12.02. Buy America ................................................................................................... 40


1.12.04. Pre-Award and Post Delivery Audit Requirements ........................................ 40

1.13 DEFINITIONS. ............................................................................................................... 41

LEE COUNTY TRANSIT

GENERAL PROVISIONS DOCUMENT

1.01 PROVISIONS APPLICABLE TO ALL CONTRACTS

1.01.01. Accident Prevention. The Contractor shall provide and

maintain Work environments and procedures, which will safeguard the public and

LEETRAN personnel, property, materials, supplies, and equipment exposed to

Contractor operations and activities; avoid interruptions of LEETRAN operations and

delays in project completion dates; and control costs in the performance of the Contract.

Whenever the Contracting Officer becomes aware of any noncompliance with these

requirements or any condition which poses a serious or imminent danger to the health or

safety of the public or LEETRAN personnel, the Contracting Officer shall notify the

Contractor orally, with written confirmation, and request immediate initiation of

corrective action. This notice, when delivered to the Contractor or the Contractor’s

representative at the work site, shall be deemed sufficient notice of the noncompliance

and that corrective action is required. After receiving the notice, the Contractor shall

immediately take corrective action. If the Contractor fails or refuses to promptly take

corrective action, the Contracting Officer may issue an order stopping all or part of the

Work until satisfactory corrective action has been taken. The Contractor shall not be

entitled to any equitable adjustment of the Contract price or extension of the performance

schedule on any stop work order issued under this clause. The Contractor shall insert this

clause with appropriate changes in the designation of the parties, in subcontracts.

1.01.02. Americans with Disabilities Act. All design and

construction must be accessible to individuals with disabilities pursuant to Titles II and

III of the Americans with Disabilities Act.

1.01.03. Application Of Federal Laws Clause. Contractor

understands that Federal, state and local laws, regulations, policies, and related

administrative practices ("Laws") applicable to the Contract on the date the Contract was

executed (the "Execution Date") may be modified from time to time, or new Laws may

be established after the Execution Date. Contractor agrees that the most recent of such

Laws will govern the administration of the Contract at any particular time, unless there is

sufficient evidence in the Contract of a contrary intent. Such contrary intent might be

evidenced by express language in the Contract, or a letter signed by the Federal Transit

Administrator, the language of which modifies or otherwise conditions the text of a

particular provision of the Contract.

1.01.04. Audits and Inspection. The Contractor shall maintain

books, records, documents, and other evidence directly pertinent to performance of the

Work under the Contract in accordance with generally accepted accounting principles

and practices consistently applied and Federal Acquisition Regulation Parts 30 and 31 (48

C.F.R. 30 and 31). The Contractor shall also maintain the financial information and data

used by the Contractor in the preparation or support of the cost submissions required for

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the Contract, or any Change Order or claim, and a copy of the cost summary submitted to

LEETRAN. LEETRAN, the U.S. Government, and the State Government or their

authorized representatives shall have access, at all times during normal business hours, to

such books, records, documents, and other evidence for the purpose of inspection, audit,

and copying. The Contractor will provide proper facilities for such access and

inspection. The rights granted LEETRAN and the government under this provision shall

remain in full force and effect for the longer of: (a) three (3) years after termination of the

Contract for whatever reason, or (b) the date on which all litigation, appeals, claims or

exceptions related to any litigation or settlement of claims arising from the performance

of the Contract are resolved or otherwise terminated. The foregoing record keeping

obligations shall extend to any subcontractor performing Work valued in excess of ten

thousand dollars ($10,000.00). In addition, with respect to major capital projects,

Contractor agrees to provide access to Contractor's records and construction sites

pertaining to a major capital project, defined at 49 U.S.C. §5302(a)(1), which is receiving

federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or

5311.

1.01.05. Civil Rights. The Contractor agrees that it will not

discriminate against any employee or applicant for employment because of race, color,

creed, national origin, sex, age or disability, in accordance with the following Federal

statutes and regulations, and any other implementing regulations issued pursuant to the:

Civil Rights Act as amended, Titles VI (42 U.S.C. Sec. 2000d) and VII (42 U.S.C. Sec.

2000e); Age Discrimination Act of 1975, as amended, Sec. 303 (42 U.S.C. 6102); Age

Discrimination Action of 1967 as amended, Sec. 4 (29 U.S.C. Sec 623); Americans with

Disabilities Act of 1990, as amended, Sec. 202 (42 U.S.C. 12132), and Sec. 102 (42

U.S.C. Sec. 12112) and implementing regulations (29 C.F.R. Part 1630), Federal transit

law (49 U.S.C. Sec. 5332); Executive Order 11246, as amended by Executive Order

11375 42 U.S.C. Sec. 2000e note) and implementing regulations (41 C.F.R. Parts 60 et

seq.). The Contractor also agrees to include these requirements in each subcontract

financed in whole or in part with Federal assistance provided by the Federal Transit

Administration.

1.01.06. Compliance With Law. Contractor shall perform all

Work hereunder in compliance with all applicable federal, state and local laws and

regulations, including, but not limited to, any applicable licensing or permitting laws.

The Contractor shall use only licensed personnel to perform Work required by law to be

performed by such personnel and shall bear the costs of obtaining all necessary licenses

and permits.

1.01.07. Composition Of Contractor. If the Contractor hereunder

is comprised of more than one legal entity, each such entity shall comply with the

requirements contained herein.

1.01.08.Contracts Involving Federal Privacy Act Requirements.

The following requirements apply to the Contractor and its employees that administer

any system of records on behalf of the Federal Government under any Contract:

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(a) The Contractor agrees to comply with, and assures the compliance

of its employees with the information restrictions and other applicable requirements of

the Privacy Act of 1974, U.S.C. § 552a. Among other things, the Contractor agrees to

obtain the express consent of the Federal Government before the Contractor or its

employees operate a system of records on behalf of the Federal Government. The

Contractor understands that the requirements of the Privacy Act, including the civil and

criminal penalties for violation of that Act, apply to those individuals involved, and that

failure to comply with the terms of the Privacy Act may result in termination of the

underlying Contract.

(b) The Contractor also agrees to include these requirements in each

subcontract to administer any system of records on behalf of the Federal Government

financed in whole or in part with Federal assistance provided by FTA.

1.01.09. Disadvantaged Business Enterprise. Contractor will

conform to 49 C.F.R. Part 26. LeeTran has established goals for the use of DBE

subcontractors, and encourages the use of small business and veterans.

1.01.10. Energy Conservation. Contractor agrees to comply

with mandatory standards and policies relating to energy efficiency which are

contained in the Florida energy conservation plan issued in compliance with the

Energy Policy and Conservation Act.

1.01.11 Federal Assistance and Incorporation of Federal

Transit Administration (FTA)Terms. The procurements under

the Contract may be supported in part by Federal assistance under grants made by the

Department of Transportation, Federal Transit Administration, pursuant to the Federal

Transit Laws, 49 U.S.C. Chapter 53; Transportation Equity Act for the 21st Century 1998

(TEA-21), P.L. 105-178 as amended, TEA-21 Restoration Act 1998, P.L. 105-206;

Sections 401 and 1555 of the Federal Acquisition Streamlining Act of 1994, 41 U.S.C.

§403(11) and 40 U.S.C. §481(b), respectively; 49 C.F.R. Part 18, Uniform

Administrative Requirements for Grants and Cooperative Agreements to State and Local

Governments; 49 C.F.R. Part 19, Uniform Administrative Requirements for Grants and

Agreements with Institutions of Higher Education, Hospitals and Other Non-Profit

Organizations; Executive Order 12612, "Federalism," dated 10-26-1987; FTA Circular

5010.1C, "Grant Management Guidelines" dated 10-1-98; FTA Master Agreement;

Appendix D, Best Practices Procurement Manual. When so funded, the Contract shall be

subject to all rules and regulations promulgated pursuant thereto, as they may be

amended from time to time during the course of the Contract. The preceding provisions

include, in part, certain Standard Terms and Conditions required by DOT, whether or not

expressly set forth in the Contract. All contractual provisions required by DOT, as set

forth in FTA Circular 4220.1F, as the same may be amended or superseded from time to

time, are hereby incorporated by reference. Anything to the contrary, herein not

withstanding, all FTA mandated terms shall be deemed to control in the event of a

conflict with other provisions contained in the Contract. The Contractor shall not

perform any act, fail to perform any act, or refuse to comply with any LEETRAN

requests which would cause LEETRAN to be in violation of the FTA terms and

conditions.

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1.01.12 Federal Changes. Contractor shall at all times comply with all

applicable FTA regulations, policies, procedures and directives, including without

limitation those listed directly or by reference in the FTA Master Agreement (Form FTA

MA (10) dated October 1, 2003) between Owner and FTA, as they may be amended or

promulgated from time to time during the term of the Contract. Contractor’s failure to so

comply shall constitute a material breach of the Contract.

1.01.13 Federal, State And Local Taxes. The Contract price

includes all applicable federal, state, and local taxes and duties. LEETRAN is exempt

from state and local sales and use taxes. In addition, any such taxes included on any

invoice or voucher received by LEETRAN shall be deducted from the amount of the

invoice or voucher for purposes of payment.

1.01.14 Fly America Requirements. The Contractor agrees to

comply with 49 U.S.C. 40118 (the "Fly America" Act) in accordance with the General

Services Administration's regulations at 41 C.F.R. Part 301-10, which provide that

recipients and subrecipients of Federal funds and their contractors are required to use

U.S. Flag air carriers for U.S. Government-financed international air travel and

transportation of their personal effects or property, to the extent such service is available,

unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America

Act. The Contractor shall submit, if a foreign air carrier was used, an appropriate

certification or memorandum adequately explaining why service by a U.S. flag air carrier

was not available or why it was necessary to use a foreign air carrier and shall, in any

event, provide a certificate of compliance with the Fly America requirements. The

Contractor agrees to include the requirements of this section in all subcontracts that may

involve international air transportation.

1.01.15 Indemnification. Contractor shall fully indemnify and

hold harmless LEETRAN and all of its directors, officers, employees, and agents from all

claims demands, causes of action, damages, losses, and expenses (including attorney's

fees), of whatsoever nature, character, or description that any person or entity has or may

have arising out of or related to the breach of or failure to perform the Contract or any

subcontracts hereunder or resulting from any negligent act, omission, misconduct, or fault

of the Contractor or subcontractors and their employees and agents.

1.01.16 Independent Contractor. The Contractor at all times

shall be an independent contractor. The Contractor shall be fully responsible for all acts

and omissions of its employees, subcontractors, and their suppliers, and shall be

specifically responsible for sufficient supervision and inspection to ensure compliance in

every respect with the Contract requirements. There shall be no contractual relationship

between any subcontractor and supplier of the Contractor and LEETRAN by virtue of the

Contract. No provision of the Contract shall be for the benefit of any party other than

LEETRAN and the Contractor.

1.01.17 Interest Of Public Officials. Contractor represents and

warrants that no employee, official, or member of the Board, during his or her tenure or

two years thereafter, is or will have a pecuniary interest or benefit directly or indirectly

from the Contract or the proceeds thereof. Contractor further represents and warrants that

FORMAL BID NO.:

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it has not offered or given gratuities (in the form of entertainment, gifts, or otherwise) to

any employee, official, or member of the Board. For breach of any representation or

warranty in this clause, LEETRAN shall have the right to annul the Contract without

liability and/or have recourse to any other remedy it may have at law.

1.01.18 Material and Workmanship. All equipment, material,

and articles incorporated into the Work covered by the Contract shall be new and of the

most suitable grade for the purpose intended, unless otherwise specifically provided in

the Contract. References in the specifications to equipment, material, articles, or patented

processes by trade name, make, or catalog number, shall be regarded as establishing a

standard of quality and shall not be construed as limiting competition. The Contractor at

its option, may use any equipment, material, article, or process that, in the judgment of

the Contracting Officer, is equal to that named in the specifications, unless otherwise

specifically provided in the Contract.

1.01.19 No Obligation by the Federal Government. Contractor and

LEETRAN agree that, notwithstanding any concurrence by the Federal Government in,

or approval of the solicitation or award of the underlying Contract, absent the express

written consent of the Federal Government, the Federal Government is not a party to the

Contract and shall not be subject to any obligations or liabilities to LEETRAN, the

Contractor or any other party pertaining to any matter resulting from the underlying

Contract. Contractor further agrees to include this clause, without modification, in any

subcontract issued hereunder.

1.01.20 Organization And Direction Of The Work. When the Contract

is executed, the Contractor shall, at the request of the Project Manager, submit to the

Project Manager a chart showing the general executive and administrative organization,

the personnel to be employed concerning the Work under the Contract, and their

respective duties. The Contractor shall keep the data furnished current by supplementing

it, as additional information becomes available. Work performance under the Contract

shall be under the full-time resident direction of:

(a) The Contractor, if the Contractor is an individual;

(b) One or more principal partners, if the Contractor is a partnership;

or

(c) One or more senior officers, if Contractor is a corporation,

association, or similar legal entity. However, if the Contracting Officer approves, a

specific person may represent the Contractor in the direction of the Work or persons

holding positions other than those identified in this paragraph.

1.01.21 Publicity Releases. All publicity releases or releases of reports,

papers, article, maps or other documents in any way concerning the Contract or the Work

hereunder which the Contractor or any of its subcontractor desires to make for purposes

of publication in whole or in part, shall be subject to approval by the Contracting Officer

prior to release.

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1.01.22 Prohibition Against Contingent Fees. Contractor warrants that

Contractor has not employed or retained any company or person, other than a bona fide

employee working solely for Contractor to solicit or secure the Contract and that

Contractor has not paid or agreed to pay any person, company, corporation, individual, or

firm, other than a bona fide employee working solely for Contractor any fee, commission,

percentage, gift, or other consideration contingent upon or resulting from the award or

making of the Contract. For the breach or violation of this provision, the Executive

Director shall have the right to terminate the Contract without liability and, at its

discretion, to deduct from the Contract price, or otherwise recover the full amount of such

fee, commission, percentage, gift or consideration.

1.01.23 Program Fraud and False or Fraudulent Statements or

Related Acts. Contractor agrees that the provisions of the Program Fraud Civil

Remedies Act of 1986, as amended, 31 U.S.C. Sec. 3801 et seq. and U.S. DOT

regulations, “Program Fraud Civil Remedies,” 49 C.F.R. Part 31 apply to its actions

pertaining to the Contract. Upon execution of the underlying Contract, the Contractor

certifies or affirms the truthfulness and accuracy of any statement it has make, it makes, it

may make, or causes to be made, pertaining to the underlying Contract or the FTA

assisted project for which the Contract Work is being performed. In addition to other

penalties that may be applicable, the Contractor further acknowledges that if it makes, or

causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or

certification, the Federal Government reserves the right to impose the penalties of the

Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal

Government deems appropriate. The Contractor also acknowledges that if it makes, or

causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or

certification to the Federal Government under a Contract connected with a project that is

financed in whole or in part with Federal assistance originally awarded by FTA under the

authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties

of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the

Federal Government deems appropriate. Contractor further agrees to include this clause,

without modification, in any subcontract issued hereunder.

1.01.24 Program Funding. LEETRAN's performance and

obligations to pay under the Contract are contingent upon the availability of various

Federal, State and local funding.

1.01.25 Subcontractors and Outside Consultants. Any subcontractors

and outside associates or consultants required by the Contractor concerning the services

covered by the Contract will be limited to such individuals or firms as were specifically

identified and agreed to by LEETRAN concerning the award of the Contract. Any

substitution in such subcontracts, associates, or consultants will be subject to the prior

approval of the Contracting Officer.

1.01.26 Termination.

(a) Termination For Convenience. LEETRAN may terminate the

Contract, in whole or in part, at any time and for any reason by written notice to the

Contractor when it is in the best interest of LEETRAN. The Contractor shall be paid its

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costs, including Contract close-out costs, and profit on Work performed up to the time

of termination. The Contractor shall promptly submit its termination claim to

LEETRAN to be paid to the Contractor. If the Contractor has any property in its

possession belonging to LEETRAN, the Contractor will account for the same, and

dispose of it in the manner LEETRAN directs.

(b) Termination for Default. If the Contractor fails to make delivery

of the goods or to perform the services within the time specified herein or any extension

thereof; or if the Contractor fails to perform any of the other provisions of the Contract,

or so fails to make progress as to endanger performance of the Contract in accordance

with its terms and, in either of these two circumstances, does not cure such failure

within a period of ten (10) days after receiving such notice from LEETRAN, thereafter,

LEETRAN may terminate the Contract for default and have the Work completed and

the Contractor shall be liable for any resulting cost to LEETRAN. In the event of

termination for default, the Contractor will only be paid the Contract price for supplies

delivered and accepted, or services performed in accordance with the manner of

performance set forth in the Contract. If, after termination for failure to fulfill Contract

obligations, it is determined that the Contractor was not in default, the rights and

obligations of the parties shall be the same as if the termination had been issued for the

convenience of LEETRAN.

(c) Termination Due to Insufficient Funds. If at any time during the

term of the Contract the LEETRAN Governing Board makes a determination that

LEETRAN has insufficient funds with which to carry out its performance and

obligations under the Contract, then LEETRAN may terminate the Contract by

delivering a notice of termination to the Contractor. The effective date of any

termination shall be the date which is thirty (30) days following the delivery of the

notice of termination or such later date, if any, specified in the notice of termination.

The Contractor shall be paid its costs, including Contract closeout costs, and profit on

Work performed up to the time of termination. The Contractor shall promptly submit

its claim for final payment to LEETRAN.

(d) Termination Due to Failure to Receive a Grant or other

Funding Device. If at any time during the term of the Contract LEETRAN ceases to

receive a grant or other funding device from a third party with which it intended to pay

for the goods or services Contracted for, then, unless otherwise directed by the

LEETRAN Governing Board, LEETRAN may terminate the Contract by delivering a

notice of termination to the Contractor. The effective date of any termination shall be

the date which is thirty (30) days following the delivery of the notice of termination or

such later date, if any, specified in the notice of termination. The Contractor shall be

paid its costs, including Contract closeout costs, and profit on Work performed up to the

time of termination. The Contractor shall promptly submit its claim for final payment

to LEETRAN.

(e) Damages Upon Termination. Any damages to be assessed to the

Contractor as a result of a default termination or any claim by Contractor for costs

resulting from a termination for convenience by LEETRAN, a termination due to

insufficient funds by LEETRAN, or a termination due to a failure to receive a grant or

FORMAL BID NO.:

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other funding device by LEETRAN will be computed and allowable in accordance with

federal regulations in effect at the time of termination.

1.01.27 Truth in Negotiation. Contractor agrees to execute a

Truth-in-Negotiation Certificate in accordance with Florida Statutes §287.055 stating that

the wage rates and other factual unit costs supporting the compensation are accurate,

complete, and current at the time of contracting.


EXCEEDING TEN THOUSAND DOLLARS ($10,000)

1.02.01 Recovered Materials. With respect to contracts for items

designated by the Environmental Protection Agency, when LEETRAN procures at least

Ten Thousand Dollars ($10,000) of such materials per year, the Contractor agrees to

comply with all the requirements of Section 6002 of the Resource Conservation and

Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the

regulatory provisions of 40 C.F.R. Part 247, and Executive Order 12873, as they apply to

the procurement of the items designated in Subpart B of 40 C.F.R. Part 247.

1.02.02 Approval of Materials. When required by the Contract or

by the Contracting Officer, the Contractor shall obtain the Contracting Officer’s approval

of the material or articles, which the Contractor contemplates incorporating into the work.

When requesting approval, the Contractor shall furnish to the Contracting Officer full

information concerning the material or articles, including, but not limited to the name of

the manufacturer, the model number, and other information concerning the performance,

capacity, nature, and rating of the machinery and mechanical and other equipment. When

directed to do so by the Contracting Officer, the Contractor shall submit samples for

approval at the Contractor’s expense, with all shipping charges prepaid. Machinery,

equipment, material, and articles that do not have the required approval shall be installed

or used at the risk of subsequent rejection. All Work under the Contract shall be

performed in a skillful and workmanlike manner, unless a higher standard of care is

specified. The Contracting Officer may require, in writing, that the Contractor removes

from the Work any employee the Contracting Officer deems incompetent, careless, or

otherwise objectionable.

1.02.03 Changes.

(a) The Contracting Officer may, at any time, without notice to the

sureties, if any, by written order designated or indicated to be a change order, make

changes in the Work within the general scope of the Contract, including changes:

(i) In the specifications (including drawings and designs);

(ii) In the method or manner of performance of the work;

(iii) In the Government-furnished facilities, equipment,

materials, services, or site; or

(iv) Directing acceleration in the performance of the work.

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(b) Any other written or oral order (which, as used in this paragraph

(b), includes direction, instruction, interpretation, or determination) from the

Contracting Officer that causes a change shall be treated as a change order under this

clause, provided, that the Contractor gives the Contracting Officer written notice

stating:

(i) The date, circumstances, and source of the order; and

(ii) That the Contractor regards the order as a change order.

(c) Except as provided in this clause, no order, statement, or conduct

of the Contracting Officer shall be treated as a change under this clause or entitle the

Contractor to an equitable adjustment.

(d) If any change under this clause causes an increase or decrease in

the Contractor’s cost of, or the time required for, the performance of any part of the

Work under the Contract, whether or not changed by any such order, the Contracting

Officer shall make an equitable adjustment and modify the Contract in writing.

However, except for an adjustment based on defective specifications, no adjustment for

any change under paragraph (b) of this clause shall be made for any costs incurred more

than twenty (20) days before the Contractor gives written notice as required.

(e) In the case of defective specifications for which the Government is

responsible, the equitable adjustment shall include any increased cost reasonably

incurred by the Contractor in attempting to comply with the defective specifications.

(f) The Contractor must assert its right to an adjustment under this

clause within thirty (30) days after:

(i) Receipt of a written change order under paragraph (a) of

this clause or

(ii) The furnishing of a written notice under paragraph (b) of

this clause, by submitting to the Contracting Officer a written statement

describing the general nature and amount of the proposal, unless this

period is extended by the Government. The statement of proposal for

adjustment may be included in the notice under paragraph (b) above.

(g) No proposal by the Contractor for an equitable adjustment shall be

allowed if asserted after final payment under the Contract.

1.02.04 Errors And Omissions. Notwithstanding the provision of

data supplied by LEETRAN, the Contractor shall have the responsibility of supplying all

details required to make the product or service complete and ready for use although such

details may not be specifically mentioned in the specifications. The Contractor shall take

no advantage of any apparent error or omission, which he might discover in the plans or

specifications, but shall forthwith notify the Contracting Officer of such discovery, who

will then make such corrections and interpretations as he deems necessary for reflecting

the actual spirit and intent of the plans and specifications.

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1.02.05 Insurance. The Contractor shall, at all times during the

term of the Contract and extended terms thereof, provide and maintain the following

types of insurance protecting the interests of LEETRAN and the Contractor with limits of

liability not less than those specified below.

(a) Worker's Compensation Insurance: Providing statutory benefits

as provided under the Workers' Compensation Act of the State of Florida and/or any

other state or Federal law or laws applicable to the Contractor's employees performing

Work under the Contract.

(b) Employers' Liability Insurance: With limits of liability of not less

than $100,000 each accident, $100,000 each employee for disease, and $500,000 policy

limit for disease. This insurance must be endorsed with a Waiver of Subrogation

Endorsement, waiving the carrier's right of recovery under subrogation or otherwise

from LEETRAN.

(c) Commercial General Liability: In the following amounts: Bodily

Injury and Property Damage $100,000 each occurrence/$300,000 general aggregate;

$100,000 products/completed operations aggregate. There shall not be any policy

exclusions or limitations for the following coverages: Contractual Liability covering the

Contractor's obligations herein; Personal Injury - Medical Payments; Broad Form -

Property Damage; Fire Damage; Legal Liability; Liability for Independent Contractors.

(d) Comprehensive Automobile Liability: Insurance covering all

owned or hired and non-owned vehicles used concerning the Work performed under the

Contract with limits of liability not less than $100,000 each person and $300,000 each

accident for bodily injury and $100,000 each occurrence for property damage or a

combined single limit for bodily injury and property damage liability of not less than

$500,000.

(e) Certificates of Insurance: Before commencing prosecution of the

Contract, Contractor shall mail to LEETRAN Certificates of Insurance satisfactory to

LEETRAN from each insurance company evidencing the insurance as required above is

in force, stating policy number(s), dates of expiration and limits of liability thereunder.

All copies of policies and Certificates of Insurance submitted to LEETRAN shall be in

form and content acceptable to LEETRAN.

(f) Approval of Forms and Companies: An insurance company or

companies satisfactory to the Contracting Officer and licensed to do business in Florida

shall write all insurance described in the Contract. Insurance shall be in form and

content satisfactory to the Contracting Officer. No party subject to the provisions of the

Contract shall violate or knowingly permit to be violated any of the provisions of the

policies of insurance described herein. Except as may otherwise specifically be

provided herein to the contrary, all policies of insurance which are in any way related to

the Work required by the Contract shall be endorsed to LEETRAN waiving the issuing

insurance company's rights of recovery against LEETRAN whether by way of

subrogation or otherwise. All insurance should be provided by insurance companies

with a Best's Rating of B+ or better.

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(g) Additional Insured Endorsement: The policy or policies

providing Commercial General Liability, Automobile Liability and as required above

shall be endorsed to name LEETRAN, its officers, directors, employees and assigns as

Additional Named Insured as respects operations performed by or on behalf of the

Contractor in performance of the Contract.

(h) Notice of Cancellation or Material Change: Policies and/or

certificates shall specifically provide a thirty- (30) day notice of cancellation,

non-renewal, or material change to be sent to LEETRAN.

(i) Subcontractors: If any part of the Work is sublet, the Contractor

shall require any and all subcontractors performing Work under the Contract to carry

insurance of the type and limits of liability as the Contractor shall deem appropriate and

adequate. In the event, a subcontractor is unable to furnish adequate insurance as

provided above, the Contractor shall endorse the subcontractor as an Additional

Insured. The Contractor shall obtain and furnish to LEETRAN certificates of insurance

evidencing subcontractors' insurance coverage.

(j) Multiple Policies: A single policy of insurance or a combination

of primary, excess or umbrella liability policies as required above may provide the

limits of liability. Nevertheless, in no event shall the total limit of liability for any one

occurrence or accident be less than the amount shown above.

(k) Deductibles: Companies issuing the insurance policies and the

Contractor shall have no recourse against LEETRAN for payment of any premiums or

assessments for any deductibles, as all such premiums and deductibles are the sole

responsibility and risk of the Contractor.

1.02.06 Notice Of Labor Disputes.

(a) If the Contractor has knowledge that any actual or potential labor

dispute is delaying or threatens to delay the timely performance of the Contract, the

Contractor immediately shall give notice, including all relevant information, to the

Contracting Officer.

(b) The Contractor agrees to insert the substance of this clause,

including this paragraph (b), in any subcontract under which a labor dispute may delay

the timely performance of the Contract, except that each subcontract shall provide that

in the event its timely performance is delayed or threatened by delay by any actual or

potential labor dispute the subcontractor shall immediately notify the next higher tier

subcontractor or the Contractor, as the case may be, of all relevant information

concerning the dispute.

1.03 PROVISIONS APPLICABLE ONLY TO CONTRACTS EXCEEDING

TWENTY FIVE THOUSAND DOLLARS ($25,000)

1.03.01 Suspension and Debarment. The Contract is a "covered

transaction" for purposes of 49 C.F.R. Part 29. As such, Contractor is required to verify

that none of the Contractor, its principals, as defined at 49 C.F.R. 29.995, or affiliates, as

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defined at 49 C.F.R. 29.905, are excluded or disqualified as defined at 49 C.F.R. 29.940

and 29.945. Contractor is required to comply with 49 C.F.R. 29, Subpart C and must

include the requirement to comply with 49 C.F.R. 29, Subpart C in any lower tier covered

transaction it enters into. Contractor certifies as follows:

(a) The certification in this clause is a material representation of fact

relied upon by LEETRAN.

(b) If it is later determined that the Contractor knowingly rendered an

erroneous certification, in addition to remedies available to LEETRAN, the Federal

Government may pursue available remedies, including but not limited to suspension

and/or debarment.

(c) The Contractor agrees to comply with the requirements of 49

C.F.R. 29, Subpart C while its offer is valid and throughout the period of any contract

that may arise from its offer.

(d) The Contractor further agrees to include a provision requiring such

compliance in its lower tier covered transactions.


ONE HUNDRED THOUSAND DOLLARS ($100,000)

1.04.01 Bonding.

(a) Bid Bond Requirements (Construction).

(i) A Bid Bond must be issued by a fully qualified surety

company acceptable to LEETRAN and listed as a company currently

authorized under 31 CFR Part 223 as possessing a Certificate of Authority

as described thereunder.

(ii) To the extent a defaulting bidder's Bid Bond, Certified

Check, Cashier's Check, Treasurer's Check, and/or Official Bank Check

shall prove inadequate to fully recompense LEETRAN for the damages

occasioned by default, then such bidder agrees to indemnify LEETRAN

and pay over to LEETRAN the difference between the bid security and

LEETRAN's total damages, so as to make LEETRAN whole.

(b) Advance Payment Bonding Requirements. The Contractor may

be required to obtain an advance payment bond if the Contract contains an advance

payment provision and a performance bond is not furnished. LEETRAN shall

determine the amount of the advance payment bond necessary to protect LEETRAN.

(c) Patent Infringement Bonding Requirements (Patent Indemnity.)

The Contractor may be required to obtain a patent indemnity bond if a performance

bond is not furnished and the financial responsibility of the Contractor is unknown or

doubtful. LEETRAN shall determine the amount of the patent indemnity to protect

LEETRAN.

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(d) Performance and Payment Bonding Requirements

(Construction). The Contractor shall be required to obtain performance and payment

bonds as follows:

(i) Performance bonds

(A) The penal amount of performance bonds shall be

100 percent of the original Contract price, unless LEETRAN determines

that a lesser amount would be adequate for the protection of LEETRAN.

LEETRAN may require additional performance bond protection when a

Contract price is increased. The increase in protection shall generally

equal 100 percent of the increase in Contract price. LEETRAN may

secure additional protection by directing the Contractor to increase the

penal amount of the existing bond or to obtain an additional bond.

(ii) Payment bonds

(A) The penal amount of the payment bonds shall equal:

(1) Fifty percent of the Contract price if the

Contract price is not more than $1 million.

(2) Forty percent of the Contract price if the

Contract price is more than $1 million but not more than $5 million; or

(3) Two and one half million if the Contract

price is more than $5 million.

If the original Contract price is $5 million or less, LEETRAN may require

additional protection as required by subparagraph (d)(ii)(A) if the Contract

price is increased.

(e) Performance and Payment Bonding Requirements

(Non-Construction). The Contractor may be required to obtain performance and

payment bonds when necessary to protect LEETRAN's interest.

(i) The following situations may warrant a performance bond:

(A) LEETRAN property or funds are to be provided to

the Contractor for use in performing the Contract or as partial

compensation (as in retention of salvaged material).

(B) A Contractor sells assets to or merges with another

concern, and LEETRAN, after recognizing the latter concern as the

successor in interest, desires assurance that it is financially capable.

(C) Substantial progress payments are made before

delivery of end items starts.

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(D) Contracts are for dismantling, demolition, or

removal of improvements.

(ii) When it is determined that a performance bond is required,

the Contractor shall be required to obtain performance bonds as follows:

(A) The penal amount of performance bonds shall be

100 percent of the original Contract price, unless LEETRAN determines

that a lesser amount would be adequate for the protection of LEETRAN.

LEETRAN may require additional performance bond protection when a

Contract price is increased. The increase in protection shall generally

equal 100 percent of the increase in Contract price. LEETRAN may

secure additional protection by directing the Contractor to increase the

penal amount of the existing bond or to obtain an additional bond.

(iii) A payment bond is required only when a performance bond

is required, and if the use of payment bond is in LEETRAN's interest.

(iv) When it is determined that a payment bond is required, the

Contractor shall be required to obtain payment bonds as follows:

(A) The penal amount of payment bonds shall equal:

(1) Fifty percent of the Contract price if the

Contract price is not more than $1 million;

(2) Forty percent of the Contract price if the

Contract price is more than $1 million but not more than $5 million; or

(3) Two and one half million if the Contract

price is increased.

(f) Warranty of the Work and Maintenance Bonds.

(i) The Contractor warrants to LEETRAN, the Architect

and/or Engineer that all materials and equipment furnished under the

Contract will be of highest quality and new unless otherwise specified by

LEETRAN, free from faults and defects and in conformance with the

Contract Documents. All Work not so conforming to these standards shall

be considered defective. If required by the Project Manager, the

Contractor shall furnish satisfactory evidence as to the kind and quality of

materials and equipment.

(ii) The Work furnished must be of first quality and the

workmanship must be the best obtainable in the various trades. The Work

must be of safe, substantial and durable construction in all respects. The

Contractor hereby guarantees the Work against defective materials or

faulty workmanship for a minimum period of one (1) year after Final

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Payment by LEETRAN and shall replace or repair any defective materials

or equipment or faulty workmanship during the period of the guarantee at

no cost to LEETRAN. As additional security for these guarantees, the

Contractor shall, prior to the release of Final Payment, furnish separate

Maintenance (or Guarantee) Bonds in form acceptable to LEETRAN

written by the same corporate surety that provides the Performance Bond

and Labor and Material Payment Bond for the Contract. These bonds

shall secure the Contractor's obligation to replace or repair defective

materials and faulty workmanship for a minimum period of one (1) year

after Final Payment and shall be written in an amount equal to ONE

HUNDRED PERCENT (100%) of the Contract SUM, as adjusted (if at

all).

1.04.02 Claims for Damages. Should either party to the Contract

suffer injury or damage to person or property because of any act or omission of the party

or of any of his employees, agents or others for whose acts he is legally liable, a claim for

damages therefor shall be made in writing to such other party within a reasonable time

after the first observance of such injury or damage.

1.04.03 Clean Air and Clean Water. The Contractor agrees to

comply with all applicable standards, orders or regulations issued pursuant to the Clean

Air Act, as amended, 42 U.S.C. §§ 7401 et seq. and the Federal Water Pollution Control

Act, as amended, 33 U.S.C. 1251 et seq. The Contractor agrees to report each violation

to LEETRAN and understands and agrees that LEETRAN will, in turn, report each

violation as required to assure notification to FTA and the appropriate EPA Regional

Office. The Contractor also agrees to include these requirements in each subcontract

exceeding $100,000 financed in whole or in part with Federal assistance provided by

FTA.

1.04.04 Contract Work Hours and Safety Standards. The

following provisions shall apply with respect to all U.S. federal government financed

contracts and subcontracts in excess of $100,000, involving employment of laborers or

mechanics, including watchmen and guards, provided, however, that these provisions

shall not apply to contracts for transportation by land, air, or water, or for the

transmission of intelligence, or for the purchase of supplies or materials or articles

ordinarily available in the open market.

(a) Overtime requirements. No Contractor or subcontractor

contracting for any part of the Contract Work which may require or involve the

employment of laborers or mechanics shall require or permit any such laborer or

mechanic in any workweek in which he or she is employed on such Work to work in

excess of forty hours in such workweek unless such laborer or mechanic receives

compensation at a rate not less than one and one-half times the basic rate of pay for all

hours worked in excess of forty hours in such workweek.

(b) Violation; liability for unpaid wages; liquidated damages. In the

event of any violation of the clause set forth in paragraph (a) of this section the

Contractor and any subcontractor responsible therefore shall be liable for the unpaid

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wages. In addition, such Contractor and subcontractor shall be liable to the United

States for liquidated damages. Such liquidated damages shall be computed with respect

to each individual laborer or mechanic, including watchmen and guards, employed in

violation of the clause set forth in paragraph (a) of this section, in the sum of $10 for

each calendar day on which such individual was required or permitted to work in excess

of the standard workweek of forty hours without payment of the overtime wages

required by the clause set forth in paragraph (a) of this section.

(c) Withholding for unpaid wages and liquidated damages.

LEETRAN shall upon its own action or upon written request of an authorized

representative of the Department of Labor withhold or cause to be withheld, from any

moneys payable on account of Work performed by the Contractor or subcontractor

under any such Contract or any other Federal contract with the same prime Contractor,

or any other federally-assisted contract subject to the Contract Work Hours and Safety

Standards Act, which is held by the same prime Contractor, such sums as may be

determined to be necessary to satisfy any liabilities of such Contractor or subcontractor

for unpaid wages and liquidated damages as provided in the clause set forth in

paragraph (b) of this section.

(d) Subcontracts. The Contractor or subcontractor shall insert in any

subcontracts the clauses set forth in paragraphs (a) through (d) of this section and also a

clause requiring the subcontractors to include these clauses in any lower tier

subcontracts. The prime Contractor shall be responsible for compliance by any

subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (a)

through (d) of this section.

(e) Record Keeping Requirements. The Contractor or subcontractor

shall maintain payrolls and basic payroll records during the course of the Work and

shall preserve them for a period of three years from the completion of the Contract for

all laborers and mechanics, including guards and watchmen, working on the Contract.

Such records shall contain the name and address of each such employee, social security

number, correct classifications, hourly rates of wages paid, daily and weekly number of

hours worked, deductions made, and actual wages paid. The records to be maintained

under this paragraph shall be made available by the Contractor or subcontractor for

inspection, copying, or transcription by authorized representatives of LEETRAN and

the Department of Labor, and the Contractor or subcontractor will permit such

representatives to interview employees during working hours on the job.

1.04.04 Disputes. Disputes arising in the performance of the

Contract which are not resolved by agreement of the parties shall be decided in writing

by the Executive Director of LEETRAN. This decision shall be final and conclusive

unless within ten (10) days from the date of receipt of its copy, the Contractor mails or

otherwise furnishes a written appeal to the Executive Director. In connection with any

such appeal, the Contractor shall be afforded an opportunity to be heard and to offer

evidence in support of its position. The decision of the Executive Director shall be

binding upon the Contractor and the Contractor shall abide be the decision.

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1.04.06 Lobbying. Contractors who apply or bid for an award of

$100,000 or more shall file the certification required by 49 C.F.R. part 20, "New

Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not

used Federal appropriated funds to pay any person or organization for influencing or

attempting to influence an officer or employee of any agency, a member of Congress,

officer or employee of Congress, or an employee of a member of Congress in connection

with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352.

Each tier shall also disclose the name of any registrant under the Lobbying Disclosure

Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with

respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such

disclosures are forwarded from tier to tier up to LEETRAN.

1.04.07 Performance During Dispute. Unless otherwise directed

by LEETRAN, Contractor shall continue performance under the Contract while matters

in dispute are being resolved.

1.04.08 Rights and Remedies. Unless the Contract provides

otherwise, all claims, counterclaims, disputes and other matters in question between

LEETRAN and the Contractor arising out of or relating to this agreement or its breach

will be decided by arbitration if the parties mutually agree, or in a court of competent

jurisdiction within Lee County, Florida. The duties and obligations imposed by the

Contract Documents and the rights and remedies available thereunder shall be in addition

to and not a limitation of any duties, obligations, rights and remedies otherwise imposed

or available by law. No action or failure to act by LEETRAN or Contractor shall

constitute a waiver of any right or duty afforded any of them under the Contract, nor shall

any such action or failure to act constitute an approval of or acquiescence in any breach

thereunder, except as may be specifically agreed in writing.


FIVE HUNDRED THOUSAND DOLLARS ($500,000)

1.05.01 Notification of Federal Participation. Contractor

agrees to provide notification to LEETRAN specifying the amount of Federal assistance

intended to be used to finance the acquisition of goods or services (including construction

services) having an aggregate value of $500,000 or more, and to express the amount of

that Federal assistance as a percentage of the total cost of the Contract.

1.06 PROVISIONS RELATING TO ARCHITECTURAL AND ENGINEERING

SERVICES CONTRACTS

1.06.01 Seismic Safety. Contractor agrees that any new building or

addition to an existing building will be designed and constructed in accordance with the

standards for Seismic Safety required in Department of Transportation Seismic Safety

Regulations 49 C.F.R. Part 41 and will certify to compliance to the extent required by the

regulation. The Contractor also agrees to ensure that all Work performed under the

Contract including Work performed by a subcontractor is in compliance with the

standards required by the Seismic Safety Regulations and the certification of compliance

issued on the project.

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1.06.02 Special Termination Provisions. LEETRAN may

terminate the Contract in whole or in part, for the convenience of LEETRAN or because

of the failure of the Contractor to fulfill the Contract obligations. LEETRAN shall

terminate by delivering to the Contractor a Notice of Termination specifying the nature,

extent, and effective date of the termination. Upon receipt of the notice, the Contractor

shall (1) immediately discontinue all services affected (unless the notice directs

otherwise), and (2) deliver to the Contracting Officer all data, drawings, specifications,

reports, estimates, summaries, and other information and materials accumulated in

performing the Contract, whether completed or in process. If the termination is for the

convenience of LEETRAN, the Contracting Officer shall make an equitable adjustment

in the Contract price but shall allow no anticipated profit on unperformed services. If the

termination is for failure of the Contractor to fulfill the Contract obligations, LEETRAN

may complete the Work by Contract or otherwise and the Contractor shall be liable for

any additional cost incurred by LEETRAN. If, after termination for failure to fulfill

Contract obligations, it is determined that the Contractor was not in default, the rights and

obligations of the parties shall be the same as if the termination had been issued for the

convenience of LEETRAN.

1.07 PROVISIONS RELATING TO CONSTRUCTION CONTRACTS

1.07.01 Buy America. The Contractor agrees to comply with 49

U.S.C. 5323(j) and 49 C.F.R. Part 661, which provide that Federal funds may not be

obligated unless steel, iron, and manufactured products used in FTA-funded projects are

produced in the United States, unless a waiver has been granted by FTA or the product is

subject to a general waiver. General waivers are listed in 49 C.F.R. 661.7, and include

final assembly in the United States for 15 passenger vans and 15 passenger wagons

produced by Chrysler Corporation, microcomputer equipment, software, and small

purchases (currently less than $100,000) made with capital, operating, or planning funds.

Contractor must submit to LEETRAN a Buy America certification with respect to all

FTA-funded contracts, except those subject to a general waiver.

1.07.02 Cargo Preference - Use of United States-Flag

Vessels. Contractor agrees:

(a) To use privately owned United States-Flag commercial vessels to

ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers,

dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or

commodities pursuant to the underlying Contract to the extent such vessels are available

at fair and reasonable rates for United States-Flag commercial vessels;

(b) To furnish within twenty (20) business days following the date of

loading for shipments originating within the United States or within thirty (30) business

days following the date of leading for shipments originating outside the United States, a

legible copy of a rated, "on-board" commercial ocean bill-of -lading in English for each

shipment of cargo described in the preceding paragraph to the Division of National

Cargo, Office of Market Development, Maritime Administration, Washington, DC

20590 and to LEETRAN (through the Contractor in the case of a subcontractor's

bill-of-lading.); and

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(c) To include these requirements in all subcontracts issued pursuant

to the Contract when the subcontract may involve the transport of equipment, material,

or commodities by ocean vessel.

1.07.03 Cleaning Up. The Contractor shall at all times keep the

work area, including storage areas, free from accumulations of waste materials. Before

completing the work, the Contractor shall remove from the Work and premises any

rubbish, tools, scaffolding, equipment, and materials that are not the property of

LEETRAN. Upon completing the work, the Contractor shall leave the work area in a

clean, neat, and orderly condition satisfactory to the Contracting Officer.

1.07.04 Continuing The Work. The Contractor shall carry on

the Work and maintain the progress schedule during all disputes or disagreements with

LEETRAN. No Work shall be delayed or postponed pending resolution of any disputes

or disagreements, except as the Contractor and LEETRAN may otherwise agree in

writing. Suspension of the Work by the Contractor during any dispute or disagreement

with LEETRAN shall entitle LEETRAN to terminate the Contract for cause, except as

otherwise provided in the General Provisions. This section supersedes other sections

concerning continuing work.

1.07.05 Cooperation Of Contractor. The Contractor will

be supplied with three (3) copies each of the plans and specifications. Contractor shall

have available on the work site at all times one copy each of the plans and specifications.

The Contractor, for the cost of reproduction, may obtain additional copies of plans and

specifications. The Contractor shall give constant attention to the Work to facilitate the

progress thereof, and he shall cooperate with the Project Manager and any inspectors and

with other contractors in every way possible. The Project Manager shall allocate the

Work and designate the sequence of construction in case of controversy between

contractors. The Contractor shall have a competent superintendent on the work site at all,

times who is fully authorized as his agent. The superintendent shall be capable of reading

and thoroughly understanding the plans and specifications and shall receive and fulfill

instructions from the Project Manager or his authorized representative.

1.07.06 Davis-Bacon and Copeland Anti-Kickback Acts.

With respect to all construction contracts and subcontracts over two thousand dollars

($2,000) at least partly financed by a loan or grant from the Federal Government, and

including contracts for actual construction, alteration and/or repair, including painting

and decorating, the following provisions shall apply.

(a) Minimum wages.

(i) All laborers and mechanics employed or working upon the

site of the Work (or under the United States Housing Act of 1937 or under

the Housing Act of 1949 in the construction or development of the

project), will be paid unconditionally and not less often than once a week,

and without subsequent deduction or rebate on any account (except such

payroll deductions as are permitted by regulations issued by the Secretary

of Labor under the Copeland Act (29 C.F.R. part 3)), the full amount of

FORMAL BID NO.:

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wages and bona fide fringe benefits (or cash equivalents thereof) due at

time of payment computed at rates not less than those contained in the

wage determination of the Secretary of Labor which is attached hereto and

made a part hereof, regardless of any contractual relationship which may

be alleged to exist between the Contractor and such laborers and

mechanics.

Contributions made or costs reasonably anticipated for bona fide fringe

benefits under section 1(b)(2) of the Davis-Bacon Act on behalf of

laborers or mechanics are considered wages paid to such laborers or

mechanics, subject to the provisions of paragraph (1)(iv) of this section;

also, regular contributions made or costs incurred for more than a weekly

period (but not less often than quarterly) under plans, funds, or

programs which cover the particular weekly period, are deemed to be

constructively made or incurred during such weekly period. Such

laborers and mechanics shall be paid the appropriate wage rate and

fringe benefits on the wage determination for the classification of work

actually performed, without regard to skill, except as provided in 29

C.F.R. Part 5.5(a)(4). Laborers or mechanics performing work in more

than one classification may be compensated at the rate specified for each

classification for the time actually worked therein; provided, that the

employer's payroll records accurately set forth the time spent in each

classification in which work is performed. The wage determination

(including any additional classifications and wage rates conformed under

paragraph (a)(ii) of this section) and the Davis-Bacon poster (WH-1321)

shall be posted at all times by the Contractor and its subcontractors at

the site of the work in a prominent and accessible place where it can be

easily seen by the workers.

(ii) (A) The Contracting Officer shall require that any class

of laborers or mechanics, including helpers, which is not listed in the wage

determination and which is to be employed under the Contract shall be

classified in conformance with the wage determination. The Contracting

Officer shall approve an additional classification and wage rate and fringe

benefits therefore only when the following criteria have been met:

(1) Except with respect to helpers as defined as

29 C.F.R. 5.2(n)(4), the work to be performed by the classification

requested is not performed by a classification in the wage determination;

and

(2) The classification is utilized in the area by

the construction industry; and

(3) The proposed wage rate, including any bona

fide fringe benefits, bears a reasonable relationship to the wage rates

contained in the wage determination; and

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(4) With respect to helpers as defined in 29

C.F.R. 5.2(n)(4), such a classification prevails in the area in which the

work is performed.

(B) If the Contractor and the laborers and mechanics to

be employed in the classification (if known), or their representatives, and

the Contracting Officer agree on the classification and wage rate

(including the amount designated for fringe benefits where appropriate), a

report of the action taken shall be sent by the Contracting Officer to the

Administrator of the Wage and Hour Division, Employment Standards

Administration, U.S. Department of Labor, Washington, DC 20210. The

Administrator, or an authorized representative, will approve, modify, or

disapprove every additional classification action within 30 days of receipt

and so advise the Contracting Officer or will notify the Contracting

Officer within the 30-day period that additional time is necessary.

(C) In the event the Contractor, the laborers or

mechanics to be employed in the classification or their representatives,

and the Contracting Officer do not agree on the proposed classification

and wage rate (including the amount designated for fringe benefits, where

appropriate), the Contracting Officer shall refer the questions, including

the views of all interested parties and the recommendation of the

Contracting Officer, to the Administrator for determination. The

Administrator, or an authorized representative, will issue a determination

within 30 days of receipt and so advise the Contracting Officer or will

notify the Contracting Officer within the 30-day period that additional

time is necessary.

(D) The wage rate (including fringe benefits where

appropriate) determined pursuant to paragraphs (a)(ii)(B) or (C) of this

section, shall be paid to all workers performing Work in the classification

under the Contract from the first day on which Work is performed in the

classification.

(iii) Whenever the minimum wage rate prescribed in the

Contract for a class of laborers or mechanics includes a fringe benefit

which is not expressed as an hourly rate, the Contractor shall either pay

the benefit as stated in the wage determination or shall pay another bona

fide fringe benefit or an hourly cash equivalent thereof.

(iv) If the Contractor does not make payments to a trustee or

other third person, the Contractor may consider as part of the wages of any

laborer or mechanic the amount of any costs reasonably anticipated in

providing bona fide fringe benefits under a plan or program, provided that

the Secretary of Labor has found, upon the written request of the

Contractor, that the applicable standards of the Davis-Bacon Act have

been met. The Secretary of Labor may require the Contractor to set aside

FORMAL BID NO.:

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in a separate account assets for the meeting of obligations under the plan

or program.

(v) (A) The Contracting Officer shall require that any class

of laborers or mechanics which is not listed in the wage determination and

which is to be employed under the Contract shall be classified in

conformance with the wage determination. The Contracting Officer shall

approve an additional classification and wage rate and fringe benefits

therefor only when the following criteria have been met:

(1) The Work to be performed by the

classification requested is not performed by a classification in the wage

determination; and

(2) The classification is utilized in the area by

the construction industry; and

(3) The proposed wage rate, including any bona

fide fringe benefits, bears a reasonable relationship to the wage rates

contained in the wage determination.

(B) If the Contractor and the laborers and mechanics to

be employed in the classification (if known), or their representatives, and

the Contracting Officer agree on the classification and wage rate

(including the amount designated for fringe benefits where appropriate), a

report of the action taken shall be sent by the Contracting Officer to the

Administrator of the Wage and Hour Division, Employment Standards

Administration, Washington, DC 20210. The Administrator, or an

authorized representative, will approve, modify, or disapprove every

additional classification action within 30 days of receipt and so advise the

Contracting Officer or will notify the Contracting Officer within the

30-day period that additional time is necessary.

(C) In the event the Contractor, the laborers or

mechanics to be employed in the classification or their representatives,

and the Contracting Officer do not agree on the proposed classification

and wage rate (including the amount designated for fringe benefits, where

appropriate), the Contracting Officer shall refer the questions, including

the views of all interested parties and the recommendation of the

Contracting Officer, to the Administrator for determination. The

Administrator, or an authorized representative, will issue a determination

with 30 days of receipt and so advise the Contracting Officer or will notify

the Contracting Officer within the 30-day period that additional time is

necessary.

(D) The wage rate (including fringe benefits where

appropriate) determined pursuant to paragraphs (a)(v)(B) or (C) of this

section, shall be paid to all workers performing Work in the classification

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under the Contract from the first day on which Work is performed in the

classification.

(b) Withholding. LEETRAN shall upon its own action or upon

written request of an authorized representative of the Department of Labor withhold or

cause to be withheld from the Contractor under the Contract or any other Federal

contract with the same prime Contractor, or any other federally-assisted contract subject

to Davis-Bacon prevailing wage requirements, which is held by the same prime

Contractor, so much of the accrued payments or advances as may be considered

necessary to pay laborers and mechanics, including apprentices, trainees, and helpers,

employed by the Contractor or any subcontractor the full amount of wages required by

the Contract. In the event of failure to pay any laborer or mechanic, including any

apprentice, trainee, or helper, employed or working on the site of the Work (or under

the United States Housing Act of 1937 or under the Housing Act of 1949 in the

construction or development of the project), all or part of the wages required by the

Contract, LEETRAN may, after written notice to the Contractor, sponsor, applicant, or

owner, take such action as may be necessary to cause the suspension of any further

payment, advance, or guarantee of funds until such violations have ceased.

(c) Payrolls and basic records.

(i) Payrolls and basic records relating thereto shall be

maintained by the Contractor during the course of the Work and preserved

for a period of three years thereafter for all laborers and mechanics

working at the site of the Work (or under the United States Housing Act of

1937, or under the Housing Act of 1949, in the construction or

development of the project). Such records shall contain the name, address,

and social security number of each such worker, his or her correct

classification, hourly rates of wages paid (including rates of contributions

or costs anticipated for bona fide fringe benefits or cash equivalents

thereof of the types described in section 1(b)(2)(B) of the Davis-Bacon

Act), daily and weekly number of hours worked, deductions made and

actual wages paid. Whenever the Secretary of Labor has found under 29

C.F.R. 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the

amount of any costs reasonably anticipated in providing benefits under a

plan or program described in section 1(b)(2)(B) of the Davis-Bacon Act,

the Contractor shall maintain records which show that the commitment to

provide such benefits is enforceable, that the plan or program is financially

responsible, and that the plan or program has been communicated in

writing to the laborers or mechanics affected, and records which show the

costs anticipated or the actual cost incurred in providing such benefits.

Contractors employing apprentices or trainees under approved programs

shall maintain written evidence of the registration of apprenticeship

programs and certification of trainee programs, the registration of the

apprentices and trainees, and the ratios and wage rates prescribed in the

applicable programs.

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(ii) (A) The Contractor shall submit weekly for each week

in which any Contract Work is performed a copy of all payrolls to

LEETRAN for transmission to the Federal Transit Administration. The

payrolls submitted shall set out accurately and completely all of the

information required to be maintained under section 5.5(a)(3)(i) of

Regulations, 29 C.F.R. part 5. This information may be submitted in any

form desired. Optional Form WH-347 is available for this purpose and

may be purchased from the Superintendent of Documents (Federal Stock

Number 029-005-00014-1), U.S. Government Printing Office,

Washington, DC 20402. The prime Contractor is responsible for the

submission of copies of payrolls by all subcontractors.

(B) Each payroll submitted shall be accompanied by a

"Statement of Compliance," signed by the Contractor or subcontractor or

his or her agent who pays or supervises the payment of the persons

employed under the Contract and shall certify the following:

(1) That the payroll for the payroll period

contains the information required to be maintained under section

5.5(a)(3)(i) of Regulations, 29 C.F.R. part 5 and that such information is

correct and complete;

(2) That each laborer or mechanic (including

each helper, apprentice, and trainee) employed on the Contract during the

payroll period has been paid the full weekly wages earned, without rebate,

either directly or indirectly, and that no deductions have been made either

directly or indirectly from the full wages earned, other than permissible

deductions as set forth in Regulations, 29 C.F.R. part 3;

(3) That each laborer or mechanic has been paid

not less than the applicable wage rates and fringe benefits or cash

equivalents for the classification of Work performed, as specified in the

applicable wage determination incorporated into the Contract.

(C) The weekly submission of a properly executed

certification set forth on the reverse side of Optional Form WH-347 shall

satisfy the requirement for submission of the "Statement of Compliance"

required by paragraph (c)(i)(B) of this section.

(D) The falsification of any of the above certifications

may subject the Contractor or subcontractor to civil or criminal

prosecution under section 1001 of title 18 and section 231 of title 31 of the

United States Code.

(iii) The Contractor or subcontractor shall make the records

required under paragraph (a)(3)(i) of this section available for inspection,

copying, or transcription by authorized representatives of the Federal

Transit Administration or the Department of Labor, and shall permit such

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representatives to interview employees during working hours on the job. If

the Contractor or subcontractor fails to submit the required records or to

make them available, the Federal agency may, after written notice to the

Contractor, sponsor, applicant, or owner, take such action as may be

necessary to cause the suspension of any further payment, advance, or

guarantee of funds. Furthermore, failure to submit the required records

upon request or to make such records available may be grounds for

debarment action pursuant to 29 C.F.R. 5.12.

(d) Apprentices and trainees

(i) Apprentices. Apprentices will be permitted to work at less

than the predetermined rate for the Work they performed when they are

employed pursuant to and individually registered in a bona fide

apprenticeship program registered with the U.S. Department of Labor,

Employment and Training Administration, Bureau of Apprenticeship and

Training, or with a State Apprenticeship Agency recognized by the

Bureau, or if a person is employed in his or her first 90 days of

probationary employment as an apprentice in such an apprenticeship

program, who is not individually registered in the program, but who has

been certified by the Bureau of Apprenticeship and Training or a State

Apprenticeship Agency (where appropriate) to be eligible for probationary

employment as an apprentice. The allowable ratio of apprentices to

journeymen on the job site in any craft classification shall not be greater

than the ratio permitted to the Contractor as to the entire Work force under

the registered program. Any worker listed on a payroll at an apprentice

wage rate, who is not registered or otherwise employed as stated above,

shall be paid not less than the applicable wage rate on the wage

determination for the classification of Work actually performed. In

addition, any apprentice performing Work on the job site in excess of the

ratio permitted under the registered program shall be paid not less than the

applicable wage rate on the wage determination for the Work actually

performed. Where a Contractor is performing construction on a project in

a locality other than that in which its program is registered, the ratios and

wage rates (expressed in percentages of the journeyman's hourly rate)

specified in the Contractor's or subcontractor's registered program shall be

observed. Every apprentice must be paid at not less than the rate specified

in the registered program for the apprentice's level of progress, expressed

as a percentage of the journeymen hourly rate specified in the applicable

wage determination. Apprentices shall be paid fringe benefits in

accordance with the provisions of the apprenticeship program. If the

apprenticeship program does not specify fringe benefits, apprentices must

be paid the full amount of fringe benefits listed on the wage determination

for the applicable classification. If the Administrator of the Wage and

Hour Division of the U.S. Department of Labor determines that a different

practice prevails for the applicable apprentice classification, fringes shall

be paid in accordance with that determination. In the event the Bureau of

Apprenticeship and Training, or a State Apprenticeship Agency

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recognized by the Bureau, withdraws approval of an apprenticeship

program, the Contractor will no longer be permitted to utilize apprentices

at less than the applicable predetermined rate for the Work performed until

an acceptable program is approved.

(ii) Trainees. Except as provided in 29 C.F.R. 5.16, trainees

will not be permitted to work at less than the predetermined rate for the

Work performed unless they are employed pursuant to and individually

registered in a program which has received prior approval, evidenced by

formal certification by the U.S. Department of Labor, Employment and

Training Administration. The ratio of trainees to journeymen on the job

site shall not be greater than permitted under the plan approved by the

Employment and Training Administration. Every trainee must be paid at

not less than the rate specified in the approved program for the trainee's

level of progress, expressed as a percentage of the journeyman hourly rate

specified in the applicable wage determination. Trainees shall be paid

fringe benefits in accordance with the provisions of the trainee program. If

the trainee program does not mention fringe benefits, trainees shall be paid

the full amount of fringe benefits listed on the wage determination unless

the Administrator of the Wage and Hour Division determines that there is

an apprenticeship program associated with the corresponding journeyman

wage rate on the wage determination which provides for less than full

fringe benefits for apprentices. Any employee listed on the payroll at a

trainee rate who is not registered and participating in a training plan

approved by the Employment and Training Administration shall be paid

not less than the applicable wage rate on the wage determination for the

classification of Work actually performed. In addition, any trainee

performing Work on the job site in excess of the ratio permitted under the

registered program shall be paid not less than the applicable wage rate on

the wage determination for the Work actually performed. In the event the

Employment and Training Administration withdraws approval of a

training program, the Contractor will no longer be permitted to utilize

trainees at less than the applicable predetermined rate for the Work

performed until an acceptable program is approved.

(iii) Equal employment opportunity. The utilization of

apprentices, trainees and journeymen under this part shall be in conformity

with the equal employment opportunity requirements of Executive Order

11246, as amended, and 29 C.F.R. part 30.

(e) Compliance with Copeland Act requirements. The Contractor

shall comply with the requirements of 29 C.F.R. part 3, which are incorporated by

reference in the Contract.

(f) Subcontracts. The Contractor or subcontractor shall insert in any

subcontracts the clauses contained in 29 C.F.R. 5.5(a)(1) through (10) and such other

clauses as the Federal Transit Administration may by appropriate instructions require,

and also a clause requiring the subcontractors to include these clauses in any lower tier

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subcontracts. The prime Contractor shall be responsible for the compliance by any

subcontractor or lower tier subcontractor with all the Contract clauses in 29 C.F.R. 5.5.

(g) Contract termination: debarment. A breach of the Contract

clauses in 29 C.F.R. 5.5 may be grounds for termination of the Contract, and for

debarment as a Contractor and a subcontractor as provided in 29 C.F.R. 5.12.

(h) Compliance with Davis-Bacon and Related Act requirements.

All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29

C.F.R. parts 1, 3, and 5 are herein incorporated by reference in the Contract.

(i) Disputes concerning labor standards. Disputes arising out of the

labor standards provisions of the Contract shall not be subject to the general disputes

clause of the Contract. Such disputes shall be resolved in accordance with the

procedures of the Department of Labor set forth in 29 C.F.R. parts 5, 6, and 7. Disputes

within the meaning of this clause include disputes between the Contractor (or any of its

subcontractors) and the Contracting agency, the U.S. Department of Labor, or the

employees or their representatives.

(j) Certification of eligibility.

(i) By entering into the Contract, the Contractor certifies that

neither it (nor he or she) nor any person or firm who has an interest in the

Contractor's firm is a person or firm ineligible to be awarded Government

Contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 C.F.R.

5.12(a)(1).

(ii) No part of the Contract shall be subcontracted to any

person or firm ineligible for award of a Government contract by virtue of

section 3(a) of the Davis-Bacon Act or 29 C.F.R. 5.12(a)(1).

(iii) The penalty for making false statements is prescribed in the

U.S. Criminal Code, 18 U.S.C. 1001.

1.07.07 Differing Site Conditions.

(k) The Contractor shall promptly, and before the conditions are

disturbed, give a written notice to the Contracting Officer of: (1) Subsurface or latent

physical conditions at the site which differ materially from those indicated in the

Contract; or (2) Unknown physical conditions at the site, of an unusual nature, which

differ materially from those ordinarily encountered and generally recognized as

inhering in Work of the character provided for in the Contract. The Contracting Officer

shall investigate the site conditions promptly after receiving the notice. If the

conditions do materially so differ and cause an increase or decrease in the Contractor’s

cost of, or the time required for, performing any part of the Work under the Contract,

whether or not changed as a result of the conditions, an equitable adjustment shall be

made under this clause and the Contract modified in writing accordingly.

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(l) No request by the Contractor for an equitable adjustment to the

Contract under this clause shall be allowed, unless the Contractor has given the written

notice required; provided, that the time prescribed in paragraph (a) of this clause for

giving written notice may be extended by the Contracting Officer. No request by the

Contractor for an equitable adjustment to the Contract for differing site conditions shall

be allowed if made after final payment under the Contract.

1.07.08 Layout Of Work. The Contractor shall lay out its Work

from base lines and benchmarks indicated on the drawings, and shall be responsible for

all measurements concerning the layout. The Contractor shall furnish, at its own

expense, all stakes, templates, platforms, equipment, tools, materials, and labor required

to lay out any part of the work. The Contractor shall be responsible for executing the

Work to the lines and grades that may be established or indicated by the Project Manager.

The Contractor shall also be responsible for maintaining and preserving all stakes and

other marks established by the Project Manager until authorized to remove them. If such

marks are destroyed by the Contractor or through its negligence before their removal is

authorized, the Project Manager may replace them and deduct the expense of the

replacement from any amounts due or to become due to the Contractor.

1.07.09 Maintenance During Construction. The Contractor shall

maintain the Work during construction and until the Work is accepted. This maintenance

shall constitute continuous and effective Work prosecuted day by day, with adequate

equipment and forces so that the Work is maintained in satisfactory condition at all times.

All costs of maintenance Work during construction and before the project is accepted

shall be included in the unit prices bid on the various Contract items, and the Contractor

will not be paid an additional amount for such work. Should the Contractor at any time

fail to maintain the work, the Project Manager shall immediately notify the Contractor of

such noncompliance. Such notification shall specify a reasonable time within which the

Contractor shall be required to remedy such unsatisfactory maintenance condition. The

time specified will give due consideration to the exigency that exists. Should the

Contractor fail to respond to the Project Manager's notification, the Project Manager may

suspend any Work necessary for LEETRAN to correct such unsatisfactory maintenance

condition, depending on the exigency that exists. Any maintenance cost incurred by

LEETRAN shall be deducted from monies due or to become due the Contractor.

1.07.10 Occupational Safety and Health ("OSHA"). Contractor

agrees to comply with section 107 of the Contract Work Hours and Safety Standards Act,

40 U.S.C. section 333, and applicable Department of Labor regulations, "Safety and

Health Regulations for Construction" 29 C.F.R. Part 1926. Among other things, the

Contractor agrees that it will not require any laborer or mechanic to work in unsanitary,

hazardous, or dangerous surroundings or working conditions.

(a) The Contractor also agrees to include the requirements of this

section in each subcontract. The term "subcontract" under this section is considered to

refer to a person who agrees to perform any part of the labor or material requirements of

a Contract for construction, alteration or repair. A person who undertakes to perform a

portion of a Contract involving the furnishing of supplies or materials will be

FORMAL BID NO.:

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considered a "subcontractor" under this section if the Work in question involves the

performance of construction Work and is to be performed:

(i) directly on or near the construction site, or

(ii) for the specific project on a customized basis.

Thus, a supplier of materials which will become an integral part of the

construction is a "subcontractor" if the supplier fabricates or assembles the goods or

materials in question specifically for the construction project and the Work involved may

be said to be construction activity. If the goods or materials in question are ordinarily

sold to other customers from regular inventory, the supplier is not a "subcontractor" for

the purposes of this section. The requirements of this section do not apply to Contracts or

subcontracts for the purchase of supplies or materials or articles normally available on the

open market.

1.07.11 Operations And Storage Areas.

(a) The Contractor shall confine all operations (including storage of

materials) on LEETRAN premises to areas authorized or approved by the Project

Manager. The Contractor shall hold and save LEETRAN, its officers, agents, free, and

harmless from liability of any nature occasioned by the Contractor’s performance.

(b) Temporary buildings (e.g., storage sheds, shops, offices) and

utilities may be erected by the Contractor only with the prior written approval of the

Project Manager and shall be built with labor and materials furnished by the Contractor

without expense to LEETRAN. The temporary buildings and utilities shall remain the

property of the Contractor and shall be removed by the Contractor upon completion of

the work. With the written consent of the Project Manager, the buildings and utilities

may be abandoned and need not be removed.

(c) The Contractor shall, under regulations prescribed by the Project

Manager, use only established roadways, or use temporary roadways constructed by the

Contractor when and as authorized by the Project Manager. When materials are

transported in prosecuting the work, vehicles shall not be loaded beyond the loading

capacity recommended by the manufacturer of the vehicle or prescribed by any Federal,

State, or local law or regulation. When it is necessary to cross curbs or sidewalks, the

Contractor shall protect them from damage. The Contractor shall repair or pay for the

repair of any damaged curbs, sidewalks, or roads.

1.07.12 Protection Of Vegetation, Structures, Equipment &

Utilities. The Contractor shall preserve and protect all existing

structures, equipment, and vegetation (such as trees, shrubs, and grass), on or adjacent to

the work site, which are not to be removed and which do not unreasonably interfere with

the Work required under the Contract. The Contractor shall only remove trees when

specifically authorized to do so, and shall avoid damaging vegetation that will remain in

place. If any limbs or branches of trees are broken during Contract performance, or by the

careless operation of equipment, or by workmen, the Contractor shall trim those limbs or

FORMAL BID NO.:

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branches with a clean cut and paint the cut with a tree-pruning compound as directed by

the Project Manager. The Contractor shall protect from damage all existing

improvements and utilities at or near the work site, and on adjacent property of a third

party, the locations of which are made known to or should be known by the Contractor.

The Contractor shall repair any damage to those facilities, including those that are the

property of a third party, resulting from failure to comply with the requirements of the

Contract or failure to exercise reasonable care in performing the work. If the Contractor

fails or refuses to repair the damage promptly, the Project Manager may have the

necessary Work performed and charge the cost to the Contractor.

1.07.13 Safety. Contractor agrees to provide appropriate safety

barricades, signs, and signal lights; comply with the standards issued by the Secretary of

Labor at 29 C.F.R. Part 1926 and 29 C.F.R. Part 1910; and ensure that any additional

measures the Contracting Officer determines to be reasonably necessary for the purposes

are taken.

1.07.14 Schedules For Construction Contracts.

(a) The Contractor shall, within five days after the Work commences

on the Contract or another period of time determined by the Contracting Officer,

prepare and submit to the Contracting Officer for approval three copies of a

practicable schedule showing the order in which the Contractor proposes to

perform the work. The Contractor will supply the dates on which the Contractor

contemplates starting and completing the several salient features of the Work

(including acquiring materials, plant, and equipment). The schedule shall be in

the form of a progress chart of suitable scale to indicate appropriately the

percentage of Work scheduled for completion by any given date during the

period. If the Contractor fails to submit a schedule within the time prescribed, the

Contracting Officer may withhold approval of progress payments until the

Contractor submits the required schedule.

(b) The Contractor shall enter the actual progress on the chart as

directed by the Contracting Officer, and upon doing so shall immediately deliver three

copies of the annotated schedule to the Contracting Officer. If, in the opinion of the

Contracting Officer, the Contractor falls behind the approved schedule, the Contractor

shall take steps necessary to improve its progress, including those that may be required

by the Contracting Officer, without additional cost to LEETRAN. In this circumstance,

the Contracting Officer may require the Contractor to increase the number of shifts,

overtime operations, days of work, and/or the amount of construction plant, and to

submit for approval any supplementary schedule or schedules in chart form as the

Contracting Officer deems necessary to demonstrate how the approved rate of progress

will be regained.

(c) Failure of the Contractor to comply with the requirements of the

Contracting Officer under this clause, shall be grounds for a determination by the

Contracting Officer that the Contractor is not prosecuting the Work with sufficient

diligence to ensure completion within the time specified in the Contract. Upon making

this determination, the Contracting Officer may terminate the Contractor’s right to

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proceed with the work, or any separable part of it, in accordance with the default terms

of the Contract.

1.07.15 Seismic Safety. Contractor agrees that any new

building or addition to an existing building will be designed and constructed in

accordance with the standards for Seismic Safety required in Department of

Transportation Seismic Safety Regulations 49 C.F.R. Part 41 and will certify to

compliance to the extent required by the regulation. The Contractor also agrees to ensure

that all Work performed under the Contract including Work performed by a subcontractor

is in compliance with the standards required by the Seismic Safety Regulations and the

certification of compliance issued on the project.

1.07.16 Special Termination for Default Provisions. If

the Contractor refuses or fails to prosecute the Work or any separable part, with the

diligence that will ensure its completion within the time specified in the Contract or any

extension or fails to complete the Work within this time, or if the Contractor fails to

comply with any other provisions of the Contract, LEETRAN may terminate the Contract

for default. LEETRAN shall terminate by delivering to the Contractor a Notice of

Termination specifying the nature of the default. In this event, LEETRAN may take over

the Work and compete it by Contract or otherwise, and may take possession of and use

any materials, appliances, and plant on the work site necessary for completing the work.

The Contractor and its sureties shall be liable for any damage to LEETRAN resulting

from the Contractor's refusal or failure to complete the Work within specified time,

whether or not the Contractor's right to proceed with the Work is terminated. This

liability includes any increased costs incurred by LEETRAN in completing the work.

The Contractor's right to proceed shall not be terminated nor the Contractor charged with

damages under this clause if:

(a) the delay in completing the Work arises from unforeseeable causes

beyond the control and without the fault or negligence of the Contractor. Examples of

such causes include: acts of God, acts of LEETRAN, acts of another Contractor in the

performance of a Contract with LEETRAN, epidemics, quarantine restrictions, strikes,

freight embargoes; and

(b) the Contractor, within ten (10) days from the beginning of any

delay, notifies LEETRAN in writing of the causes of delay. If in the judgment of

LEETRAN, the delay is excusable, the time for completing the Work shall be extended.

The judgment of LEETRAN shall be final and conclusive on the parties, but subject to

appeal under the Disputes clauses, if applicable.

If, after termination of the Contractor's right to proceed, it is determined that the

Contractor was not in default, or that the delay was excusable, the rights and obligations

of the parties will be the same as if the termination had been issued for the convenience

of the Recipient.

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1.07.17 Specifications And Drawings.

(a) The Contractor shall keep on the work site a copy of the drawings and

specifications and shall at all times give the Project Manager access thereto. Anything

mentioned in the specifications and not shown on the drawings, or shown on the

drawings and not mentioned in the specifications, shall be of like effect as if shown or

mentioned in both. In case of difference between drawings and specifications, the

specifications shall govern. In case of discrepancy in the figures, in the drawings, or in

the specifications, the matter shall be promptly submitted to the Contracting Officer, who

shall promptly make a determination in writing. Any adjustment by the Contractor

without such a determination shall be at its own risk and expense. The Contracting

Officer shall furnish from time to time such detailed drawings and other information as

considered necessary, unless otherwise provided.

(b) Wherever in the specifications or upon the drawings the words

“directed”, “required”, “ordered”, “designated”, “prescribed”, or words of like import

are used, it shall be understood that the “direction”, “requirement”, “order”,

“designation”, or “prescription”, of the Contracting Officer is intended and similarly,

the words “approved”, “acceptable”, “satisfactory”, or words of like import shall mean

“Approved by,” or “acceptable to”, or “satisfactory to” the Contracting Officer, unless

otherwise expressly stated.

(c) Where “as shown,” as indicated”, “as detailed”, or words of similar

import are used, it shall be understood that the reference is made to the drawings

accompanying the Contract unless stated otherwise. The word “provided” as used

herein shall be understood to mean, “provide complete in place,” that is “furnished and

installed”.

(d) "Shop drawings" means drawings, submitted to LEETRAN by the

Contractor, subcontractor, or any lower tier subcontractor pursuant to a construction

Contract, showing in detail the proposed fabrication and assembly of structural

elements, and the installation (i.e., fit, and attachment details) of materials or

equipment. It includes drawings, diagrams, layouts, schematics, descriptive literature,

illustrations, schedules, performance and test data, and similar materials furnished by

the Contractor to explain in detail specific portions of the Work required by the

Contract. LEETRAN may duplicate, use, and disclose in any manner and for any

purpose shop drawings delivered under the Contract.

(e) If the Contract requires shop drawings, the Contractor shall

coordinate all such drawings, and review them for accuracy, completeness, and

compliance with Contract requirements and shall indicate its approval thereon as

evidence of such coordination and review. Shop drawings submitted to the Contracting

Officer without evidence of the Contractor’s approval may be returned for

resubmission. The Contracting Officer will indicate an approval or disapproval of the

shop drawings and if not approved as submitted shall indicate LEETRAN’s reasons

therefor. Any Work done before such approval shall be at the Contractor’s risk.

Approval by the Contracting Officer shall not relieve the Contractor from responsibility

for any errors or omissions in such drawings, nor from responsibility for complying

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with the requirements of the Contract, except with respect to variations described and

approved in accordance with (f) below.

(f) If shop drawings show variations from the Contract requirements,

the Contractor shall describe such variations in writing, separate from the drawings, at

the time of submission. If the Contracting Officer approves any such variation, the

Contracting Officer shall issue an appropriate Contract modification, except that, if the

variation is minor or does not involve a change in price or in time of performance, a

modification need not be issued.

(g) The Contractor shall submit to the Contracting Officer for approval

four (4) copies (unless otherwise indicated) of all shop drawings as called for under the

various headings of these specifications. Three (3) sets (unless otherwise indicated) of

all shop drawings, will be retained by the Contracting Officer and one set will be

returned to the Contractor. Upon completing the Work under the Contract, the

Contractor shall furnish a complete set of all shop drawings as finally approved. These

drawings shall show all changes and revisions made up to the time the equipment is

completed and accepted.

1.07.18 Suspension Of Work.

(a) The Contracting Officer may order the Contractor, in writing, to

suspend, delay, or interrupt all or any part of the Work of the Contract for the period of

time that the Contracting Officer determines appropriate for the convenience of

LEETRAN.

(b) If the performance of all or any part of the Work is, for an

unreasonable period of time, suspended, delayed, or interrupted:

(i) By an act of the Contracting Officer in the administration

of the Contract, or

(ii) By the Contracting Officer’s failure to act within the time

specified in the Contract (or within a reasonable time if not specified),

an adjustment shall be made for any increase in the cost of performance of the Contract

(excluding profit) necessarily caused by the unreasonable suspension, delay, or

interruption, and the Contract modified in writing accordingly. However, no adjustment

shall be made under this clause for any suspension, delay, or interruption to the extent

that performance would have been so suspended, delayed, or interrupted by any other

cause, including the fault or negligence of the Contractor, or for which an equitable

adjustment is provided for or excluded under any other term or condition of the Contract.

(c) A claim under this clause shall not be allowed for any costs

incurred more than twenty (20) days before the Contractor shall have notified the

Contracting Officer in writing of the act or failure to act involved. Nevertheless, this

requirement shall not apply as to a claim resulting from a suspension order unless the

claim, in an amount stated, is asserted in writing as soon as practicable after the

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termination of the suspension, delay, or interruption, but not later than the date of final

payment under the Contract.

1.07.19 Use And Possession Prior To Completion.

(a) LEETRAN shall have the right to take possession of or use any completed

or partially completed part of the work. Before taking possession of or using any work,

the Contracting Officer shall furnish the Contractor a list of items of Work remaining to

be performed or corrected on those portions of the Work that LEETRAN intends to take

possession of or use. However, failure of the Contracting Officer to list any item of

Work shall not relieve the Contractor's responsibility for complying with the Contract

terms. The Government’s possession or use shall not be deemed an acceptance of any

Work under the Contract.

(b) While LEETRAN has such possession or use, the Contractor shall

be relieved of the responsibility for the loss of or damage to the Work resulting from

LEETRAN’s possession or use. If prior possession or use by LEETRAN delays the

progress of the Work or causes additional expense to the Contractor an equitable

adjustment shall be made in the Contract price or the time of completion, and the

Contract shall be modified in writing accordingly.

1.07.20 Utilities. Contractor shall be responsible for all utilities that

are necessary to perform the Work required by the Contract.

1.08 PROVISIONS RELATING TO INTELLIGENT TRANSPORTATION

SYSTEMS PROJECTS

1.08.01 Conformance with ITS National Architecture. With

respect to all Contracts involving the provision of Intelligent Transportation Systems

("ITS"), Contractor agrees to conform to the ITS National Architecture, as promulgated

by the United States Department of Transportation, Intelligent Transportation Systems,

Joint Program Office.

1.09 PROVISIONS RELATING TO MATERIALS AND SUPPLIES

CONTRACTS

1.09.01 Buy America. The Contractor agrees to comply with 49

U.S.C. 5323(j) and 49 C.F.R. Part 661, which provide that Federal funds may not be

obligated unless steel, iron, and manufactured products used in FTA-funded projects are

produced in the United States, unless a waiver has been granted by FTA or the product is

subject to a general waiver. General waivers are listed in 49 C.F.R. 661.7, and include

final assembly in the United States for 15 passenger vans and 15 passenger wagons

produced by Chrysler Corporation, microcomputer equipment, software, and small

purchases (currently less than $100,000) made with capital, operating, or planning funds.

Contractor must submit to LEETRAN a Buy America certification on FTA-funded

contracts, except those subject to a general waiver.

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1.09.02 Cargo Preference - Use of United States-Flag Vessels.

Contractor agrees:









legible copy of a rated, "on-board" commercial ocean bill-of -lading in English for each








1.09.03 Certificate Of Conformance.

(a) When authorized in writing by the Contracting Officer, the

Contractor shall ship any supplies for which the Contract would otherwise require

inspection at source with a Certificate of Conformance certifying that the supplies or

services are of the quality specified and conform in all respects with the Contract

requirements, including specifications, drawings, preservation, packaging, packing,

marking requirements, and physical item identification (part number), and certifying the

quantity provided. Shipments of such supplies will not be made under the Contract until

use of the Certificate of Conformance has been authorized in writing by the Contracting

Officer or inspection and acceptance have occurred.

(b) The executed Certificate of Conformance shall be attached to or

included on the top copy of the inspection or receiving report distributed to the payment

office. In addition, a copy of the executed Certificate of Conformance shall also be

attached to or entered on copies of the inspection or receiving report accompanying the

shipment.

(c) LEETRAN has the right to inspect supplies even though a Certificate

of Conformance has been provided and to reject defective supplies or services within a

reasonable time after delivery by written notification to the Contractor. The Contractor

shall in such event promptly replace, correct, or repair the rejected supplies or services

at the Contractor's expense.

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1.10 PROVISIONS RELATING TO OPERATIONS/ MANAGEMENT

CONTRACTS

1.10.01 Charter Service Operations. The Contractor agrees to

comply with 49 U.S.C. 5323(d) and 49 C.F.R. Part 604, which provides that recipients

and subrecipients of FTA assistance are prohibited from providing charter service using

federally funded equipment or facilities if there is at least one private charter operator

willing and able to provide the service, except under one of the exceptions at 49 C.F.R.

604.9. Any charter service provided under one of the exceptions must be "incidental,"

i.e., it must not interfere with or detract from the provision of mass transportation.

Contractor agrees to include provisions to this effect in to include these requirements in

all subcontracts issued pursuant to the Contract when the subcontract may involve charter

service operations.

1.10.02 Drug and Alcohol Testing. The Contractor agrees to

establish and implement a drug and alcohol testing program that complies with 49 C.F.R.

Parts 40 and 655, produce any documentation necessary to establish its compliance with

Parts 40 and 655, and permit any authorized representative of the United States

Department of Transportation or its operating administrations, the State Oversight

Agency of Florida, or LEETRAN, to inspect the facilities and records associated with the

implementation of the drug and alcohol testing program as required under 49 C.F.R. Parts

40 and 655 and review the testing process. The Contractor agrees further to certify

annually its compliance with Parts 40 and 655 before December 31st of each year and to

submit the Management Information System (MIS) reports before December 31st of each

year to LEETRAN Director, 6035 Landing View Road, Fort Myers, FL 33901. To

certify compliance the Contractor shall use the "Substance Abuse Certifications" in the

"Annual List of Certifications and Assurances for Federal Transit Administration Grants

and Cooperative Agreements," which is published annually in the Federal Register.

1.10.03 School Bus Operations. Contractor agrees to comply with

69 U.S.C. 5323(f) and 49 C.F.R. Part 605, which provide that recipients and subrecipients

of FTA assistance may not engage in school bus operations exclusively for the

transportation of students and school personnel in competition with private school bus

operators unless qualified under specified exemptions. When operating exclusive school

bus service under an allowable exemption, Contractor agrees not to use federally funded

equipment, vehicles, or facilities. Contractor agrees to include provisions to this effect in

to include these requirements in all subcontracts issued pursuant to the Contract when the

subcontract may involve school bus operations.

1.10.04 Transit Employee Protective Provisions. With respect to

Contracts for "transit operations" as classified by the FTA, and performed by employees

of a Contractor recognized by FTA to be a transit operator, the Contractor agrees to the

comply with applicable transit employee protective requirements as follows:

(a) General Transit Employee Protective Requirements. To the

extent that FTA determines that transit operations are involved, the Contractor agrees to

carry out the transit operations Work on the underlying Contract in compliance with

terms and conditions determined by the U.S. Secretary of Labor to be fair and equitable

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to protect the interests of employees employed under the Contract and to meet the

employee protective requirements of 49 U.S.C. A 5333(b), and U.S. Department of

Labor guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and

conditions are identified in the letter of certification from the U.S. Department Of Labor

to FTA applicable to LEETRAN's project from which Federal assistance is provided to

support Work on the underlying Contract. The Contractor agrees to carry out that Work

in compliance with the conditions stated in that U.S. Department Of Labor letter. The

requirements of this subsection (a), however, do not apply to any contract financed with

Federal assistance provided by FTA either for projects for elderly individuals and

individuals with disabilities authorized by 49 U.S.C. § 5310(a)(2), or for projects for

nonurbanized areas authorized by 49 U.S.C. § 5311. Alternate provisions for those

projects are set forth in subsections (b) and (c) of this Section.

(b) Transit Employee Protective Requirements for Projects

Authorized by 49 U.S.C. § 5310(a)(2) for Elderly Individuals and Individuals with

Disabilities. If the Contract involves transit operations financed in whole or in part

with Federal assistance authorized by 49 U.S.C. § 5310(a)(2), and if the U.S. Secretary

of Transportation has determined or determines in the future that the employee

protective requirements of 49 U.S.C. § 5333(b) are necessary or appropriate for

LEETRAN, the Contractor agrees to carry out the Work in compliance with the terms

and conditions determined by the U.S. Secretary of Labor to meet the requirements of

49 U.S.C. § 5333(b), U.S. Department of Labor guidelines at 29 C.F.R. Part 215, and

any amendments thereto. These terms and conditions are identified in the U.S.

Department of Labor's letter of certification to FTA, the date of which is set forth in the

Grant Agreement or Cooperative Agreement with LEETRAN. The Contractor agrees

to perform transit operations in connection with the underlying Contract in compliance

with the conditions stated in that U.S. Department of Labor letter. Transit Employee

Protective Requirements for Projects Authorized by 49 U.S.C. § 5311 in Nonurbanized

Areas. If the Contract involves transit operations financed in whole or in part with

Federal assistance authorized by 49 U.S.C. § 5311, the Contractor agrees to comply

with the terms and conditions of the Special Warranty for the Nonurbanized Area

Program agreed to by the U.S. Secretaries of Transportation and Labor, dated May 31,

1979, and the procedures implemented by U.S. Department of Labor or any revision

thereto.

(c) Requirements Apply to Subcontracts. The Contractor agrees to

include any applicable requirements in each subcontract involving transit operations

financed in whole or in part with assistance provided by FTA.

1.11 PROVISIONS RELATING TO RESEARCH AND DEVELOPMENT

CONTRACTS

1.11.01 Patent Rights. The following requirements apply to each

contract involving experimental, developmental, or research work:

(a) General. If any invention, improvement, or discovery is conceived

or first actually reduced to practice in the course of or under the Contract to which this

Section applies and that invention, improvement, or discovery is patentable under the

FORMAL BID NO.:

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laws of the United States of America or any foreign country, LEETRAN and Contractor

agree to take actions necessary to provide immediate notice and a detailed report to the

party at a higher tier until FTA is ultimately notified.

(b) Unless the Federal Government later makes a contrary

determination in writing, irrespective of the Contractor's status (a large business, small

business, state government or state instrumentality, local government, nonprofit

organization, institution of higher education, individual), LEETRAN and the Contractor

agree to take the necessary actions to provide, through FTA, those rights in that

invention due the Federal Government as described in U.S. Department of Commerce

regulations, "Rights to Inventions Made by Nonprofit Organizations and Small

Business Firms Under Government Grants, Contracts and Cooperative Agreements," 37

C.F.R. Part 401.

(c) The Contractor also agrees to include the requirements of this

clause in each subcontract for experimental, developmental, or research Work financed

in whole or in part with Federal assistance provided by FTA.

1.11.02 Rights in Data. The following requirements apply to each

Contract involving experimental, developmental or research work:

(a) The term "subject data" used in this clause means recorded

information, whether or not copyrighted, that is delivered or specified to be delivered

under the Contract. The term includes graphic or pictorial delineation in media such as

drawings or photographs; text in specifications or related performance or design-type

documents; machine forms such as punched cards, magnetic tape, or computer memory

printouts; and information retained in computer memory. Examples include, but are not

limited to: computer software, engineering drawings and associated lists, specifications,

standards, process sheets, manuals, technical reports, catalog item identifications, and

related information. The term "subject data" does not include financial reports, cost

analyses, and similar information incidental to contract administration.

(b) The following restrictions apply to all subject data first produced in

the performance of the Contract to which this Section applies:

(i) Except for its own internal use, LEETRAN or Contractor

may not publish or reproduce subject data in whole or in part, or in any

manner or form, nor may LEETRAN or Contractor authorize others to do

so, without the written consent of the Federal Government, until such time

as the Federal Government may have either released or approved the

release of such data to the public; this restriction on publication, however,

does not apply to any contract with an academic institution.

(ii) In accordance with 49 C.F.R. § 18.34 and 49 C.F.R. §

19.36, the Federal Government reserves a royalty-free, non-exclusive and

irrevocable license to reproduce, publish, or otherwise use, and to

authorize others to use, for "Federal Government purposes," any subject

data or copyright described in subsections (b)(ii)(A) and (b)(ii)(B) of this

FORMAL BID NO.:

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clause below. As used in the previous sentence, "for Federal Government

purposes," means use only for the direct purposes of the Federal

Government. Without the copyright owner's consent, the Federal

Government may not extend its Federal license to any other party.

(A) Any subject data developed under that contract,

whether or not a copyright has been obtained; and

(B) Any rights of copyright purchased by the Purchaser

or Contractor using Federal assistance in whole or in part provided by

FTA.

(iii) When FTA awards Federal assistance for experimental,

developmental, or research work, it is FTA's general intention to increase

transportation knowledge available to the public, rather than to restrict the

benefits resulting from the Work to participants in that work. Therefore,

unless FTA determines otherwise, LEETRAN and the Contractor

performing experimental, developmental, or research Work required by

the underlying Contract to which this Attachment is added agrees to

permit FTA to make available to the public, either FTA's license in the

copyright to any subject data developed in the course of that Contract, or a

copy of the subject data first produced under the Contract for which a

copyright has not been obtained. If the experimental, developmental, or

research work, which is the subject of the underlying Contract, is not

completed for any reason whatsoever, all data developed under that

Contract shall become subject data as defined in subsection (i) of this

clause and shall be delivered as the Federal Government may direct. This

subsection (iii), however, does not apply to adaptations of automatic data

processing equipment or programs for LEETRAN or Contractor's use

whose costs are financed in whole or in part with Federal assistance

provided by FTA for transportation capital projects.

(iv) Unless prohibited by state law, upon request by the Federal

Government, LEETRAN and the Contractor agree to indemnify, save, and

hold harmless the Federal Government, its officers, agents, and employees

acting within the scope of their official duties against any liability,

including costs and expenses, resulting from any willful or intentional

violation by LEETRAN or Contractor of proprietary rights, copyrights, or

right of privacy, arising out of the publication, translation, reproduction,

delivery, use, or disposition of any data furnished under that Contract.

Neither LEETRAN nor the Contractor shall be required to indemnify the

Federal Government for any such liability arising out of the wrongful act

of any employee, official, or agents of the Federal Government.

(v) Nothing contained in this clause on rights in data shall

imply a license to the Federal Government under any patent or be

construed as affecting the scope of any license or other right otherwise

granted to the Federal Government under any patent.

FORMAL BID NO.:

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(vi) Data developed by LEETRAN or Contractor and financed

entirely without using Federal assistance provided by the Federal

Government that has been incorporated into Work required by the

underlying Contract to which this Section applies is exempt from the

requirements of subsections (ii), (iii), and (iv) of this clause , provided that

LEETRAN or Contractor identifies that data in writing at the time of

delivery of the Contract work.

(vii) Unless FTA determines otherwise, the Contractor agrees to

include these requirements in each subcontract for experimental,

developmental, or research Work financed in whole or in part with Federal

assistance provided by FTA.

(c) Unless the Federal Government later makes a contrary

determination in writing, irrespective of the Contractor's status (i.e., a large business,

small business, state government or state instrumentality, local government, nonprofit

organization, institution of higher education, individual, etc.), LEETRAN and the

Contractor agree to take the necessary actions to provide, through FTA, those rights in

that invention due the Federal Government as described in U.S. Department of

Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and

Small Business Firms Under Government Grants, Contracts and Cooperative

Agreements," 37 C.F.R. Part 401.

(d) The Contractor also agrees to include these requirements in each

subcontract for experimental, developmental, or research Work financed in whole or in

part with Federal assistance provided by FTA.

1.12 PROVISIONS RELATING TO ROLLING STOCK PURCHASE

CONTRACTS

1.12.01 Bus Testing. Contractor agrees to comply with 49 U.S.C.

5323(c) and FTA's implementing regulation at 49 C.F.R. Part 665 and shall perform the

following:

(a) A manufacturer of a new bus model or a bus produced with a

major change in components or configuration shall provide a copy of the final test

report to LEETRAN at a point in the procurement process specified by LEETRAN,

which will be before LEETRAN's final acceptance of the first vehicle.

(b) A manufacturer who releases a report under paragraph (a) above

shall provide notice to the operator of the testing facility that the report is available to

the public.

(c) If the manufacturer represents that the vehicle was previously

tested, the vehicle being sold should have the identical configuration and major

components as the vehicle in the test report. This must be provided to LEETRAN

before LEETRAN's final acceptance of the first vehicle. If the configuration or

components are not identical, the manufacturer shall provide a description of the change

and the manufacturer's basis for concluding that it is not a major change requiring

additional testing.

FORMAL BID NO.:

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(d) If the manufacturer represents that the vehicle is "grandfathered"

(used in mass transit service in the United States before October 1, 1988, and is

currently being produced without a major change in configuration or components), the

manufacturer shall provide the name and address of the recipient of such a vehicle and

the details of that vehicle's configuration and major components.

(e) Contractor shall provide a certification of compliance with FTA

bus testing requirements on such form as may be required by LEETRAN.

1.12.02 Buy America. Contractor agrees to comply with 49 U.S.C.

5323(j) and 49 C.F.R. Part 661, which provide that Federal funds may not be obligated

unless steel, iron, and manufactured products used in FTA-funded projects are produced

in the United States, unless a waiver has been granted by FTA or the product is subject to

a general waiver. General waivers are listed in 49 C.F.R. 661.7, and include final

assembly in the United States for 15 passenger vans and 15 passenger wagons produced

by Chrysler Corporation, microcomputer equipment, software, and small purchases

(currently less than $100,000) made with capital, operating, or planning funds. Separate

requirements for rolling stock are set out at 49 U.S.C. 5323(j)(2)(C) and 49 C.F.R.

661.11. Rolling stock must be assembled in the United States and have a 60 percent

domestic content. Contractor agrees to submit to LEETRAN a Buy America certification

on FTA-funded contracts, except those subject to a general waiver.

1.12.03 Cargo Preference - Use of United States-Flag Vessels.

Contractor agrees:









legible copy of a rated, "on-board" commercial ocean bill-of-lading in English for each








1.12.04 Pre-Award and Post Delivery Audit Requirements.

Contractor agrees to comply with 49 U.S.C. 5323(1) and FTA’s implementation

regulation at 49 C.F.R. Part 663 and to submit the following certifications:

FORMAL BID NO.:

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(a) Buy America Requirements. The Contractor shall complete and

submit a declaration certifying either compliance or noncompliance with the Buy

America requirements. If the Contractor certifies compliance with the Buy America

requirements, it shall submit documentation which lists (i) component and

subcomponent parts of the rolling stock to be purchased, identified by manufacturer of

the parts, their country of origin and costs; and (ii) the location of the final assembly

point for the rolling stock, including a description of the activities that will take place at

the final assembly point and the cost of final assembly.

(b) Solicitation Specification Requirements. The Contractor shall

submit evidence that it will be capable of meeting the bid specifications.

(c) Federal Motor Vehicle Safety Standards (“FMVSS”). The

Contractor shall submit (i) manufacturer’s FMVSS self-certification sticker information

that the vehicle complies with relevant FMVSS or (ii) manufacturer’s certified

statement that the Contracted buses will not be subject to FMVSS regulations.

1.13 DEFINITIONS.

Except as otherwise expressly provided, the terms defined in this section have the

meanings assigned to them in this section and the words “herein,” “hereof,” and

“hereunder,” and similar words refer to the Contract Documents as a whole and not to

any particular document.

(d) “Contract” means the Contract for goods and services between

LEETRAN and the Contractor, of which these General Provisions are incorporated.

(e) “Contractor” means such party as designated in the Contract.

(f) “Contract Documents” means, collectively, the Contract for goods

and services between LEETRAN and the Contractor, these General Provisions, the

solicitation by LEETRAN, the response by the Contractor, and all other documents,

instruments and agreements ancillary to and contemplated by these documents.

(g) “Contracting Officer” means such party as designated by

LEETRAN in the Contract.

(h) “FTA” means the Federal Transit Administration.

(i) “LEETRAN” means the LEE COUNTY TRANSIT d/b/a

LEETRAN, a Division of Lee County Government, a Political Subdivision of the State

of Florida.

(j) “Project Manager” means such party as designated by LEETRAN

in the Contract.

(k) “Work” means the goods and/or services to be provided pursuant

to the Contract.