5-1. IFB 2026-08 TSP Cloud-Based Construction.pdf

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INVITATION FOR BIDS

LAVTA CLOUD-BASED TSP CONSTRUCTION

IFB #2026-08

Livermore Amador Valley Transit Authority 1362 Rutan Court, Suite 100

Livermore, CA 94551

Date of Issuance: September 14, 2026

Pre-Bid Conference (Optional): October 1, 2026 at 10:00 AM

Written Questions Due: October 9, 2026 at 4:00 PM

Answers to Questions Provided: By October 20, 2026 at 4:00 PM

Bids Due: October 30, 2026 at 2:00 PM

Contract Award (estimated): December 7, 2026

Notice to Proceed: Upon completion of all agreement requirements

Project Completion: Within 90 Days of Notice to Proceed

Submit Bids at: https://lavta.bonfirehub.com

Contact Info: Salomon Abdel-Aziz Manager of Administrative Services

(925) 455-7572 procurements@lavta.org

LAVTA CLOUD-BASED TSP CONSTRUCTION TABLE OF CONTENTS

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TABLE OF CONTENTS

NOTICE INVITING BIDS

GENERAL CONDITIONS

1. DEFINITION OF TERMS

2. BID FORMS

3. APPROVED EQUAL REQUESTS

4. TAXES

5. CASH DISCOUNT

6. UNAUTHORIZED CONDITIONS

7. BIDDER’S SECURITY

8. SUBMISSION OF BID

9. WITHDRAWAL OF BID

10. BID OPENING

11. SOLE BID EVALUATION

12. BIDDER’S WAIVER

13. STATEMENT OF EXPERIENCE AND QUALIFICATIONS

14. PENALTY FOR COLLUSION

15. CONFLICT OF INTEREST

16. AWARD OR REJECTION OF BIDS

17. BID PROTEST PROCEDURES

18. TIME FOR EXECUTION OF CONTRACT AND FILING BOND

19. DOCUMENTS DEEMED PART OF CONTRACT

20. MANNER OF EXECUTION OF CONTRACT

21. EFFECT OF EXTENSIONS OF TIME

22. LIQUIDATED DAMAGES

23. DELIVERY

24. MATERIAL AND WORKMANSHIP

25. INSPECTION / ACCEPTANCE

26. FINAL ACCEPTANCE

27. WARRANTY OF TITLE

28. WARRANTY

29. APPROVAL BY THE EXECUTIVE DIRECTOR

30. CONTRACTOR’S LIABILITY

31. CONTRACTOR’S INTELLECTUAL PROPERTY LIABILITY

32. CHANGES IN CONTRACT WORK REQUESTED BY THE AUTHORITY

33. CHANGES TO CONTRACT WORK REQUESTED BY THE CONTRACTOR

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34. CLAIMS AND DISPUTES

35. EFFECT OF FAILURE TO COMPLETE CONTRACT

36. ASSIGNMENT AND DELEGATION

37. SUBCONTRACTING

38. TERMINATION OF CONTRACT

39. ENVIRONMENTAL, SAFETY AND HEALTH STANDARDS COMPLIANCE

40. PERMITS AND INSPECTIONS

41. HAZARDOUS CHEMICALS AND WASTES

42. SAFETY REQUIREMENTS

43. DISADVANTAGED BUSINESS ENTERPRISE (DBE) PROGRAM; PROMPT PAYMENT

REQUIREMENTS

44. NON-DISCRIMINATION ASSURANCE – TITLE VI OF THE CIVIL RIGHTS ACT

45. EQUAL EMPLOYMENT OPPORTUNITY

46. ACCESS REQUIREMENTS FOR INDIVIDUALS WITH DISABILITIES

47. TECHNICAL ASSISTANCE

48. PROTECTION OF PROPERTY

49. SYSTEM FOR AWARD MANAGEMENT (SAM)

50. UKRAINE/RUSSIA RELATED SANCTIONS

51. DISQUALIFICATION QUESTIONNAIRE

52. AUTHORITY’S WAIVER OF CONDITIONS

53. SEVERANCE

54. ATTORNEYS’ FEES

55. GOVERNING LAW

56. RIGHTS AND REMEDIES OF THE AUTHORITY

SPECIAL PROVISIONS

1. SCOPE OF CONTRACT

2. SCHEDULE OF ACTIVITIES

3. PRE-BID CONFERENCE

4. QUALIFICATION OF BIDDERS

5. QUESTIONS AND REQUESTS FOR CLARIFICATION

6. APPROVED EQUAL PROCEDURES

7. PERFORMANCE OF WORK

8. BIDDER’S SECURITY

9. MARKING AND MAILING BIDS

10. AWARD OF CONTRACT OR REJECTION OF BIDS

11. CONTRACT BONDS

12. INSURANCE

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13. SUBMITTALS

14. TIME AND SCHEDULE FOR PERFORMANCE

15. LIQUIDATED DAMAGES

16. PAYMENT AND INVOICING INSTRUCTIONS

17. CONFLICT OF INTEREST

18. AUTHORITY LOCATION

19. BID PACKAGE

ATTACHMENT C - PUBLIC WORKS REQUIREMENTS

ATTACHMENT D - FEDERAL TRANSIT ADMINISTRATION CLAUSES

TECHNICAL SPECIFICATIONS

BID FORMS

GRAND TOTAL BID PRICE

PRIME CONTRACTOR AND SUBCONTRACTOR/SUBCONSULTANT/SUPPLIER REPORT

BIDDER’S BOND

SAMPLE IRREVOCABLE STANDBY LETTER OF CREDIT

LIST OF REFERENCES

NON-COLLUSION DECLARATION TO BE EXECUTED BY BIDDER AND SUBMITTED

WITH BID

DISQUALIFICATION QUESTIONNAIRE

REQUEST FOR APPROVED EQUALS

CERTIFICATION FOR FEDERAL TAX LIABILITY AND RECENT FELONY

CONVICTIONS

PERFORMANCE BOND

PAYMENT BOND

SAMPLE AGREEMENT

LAVTA CLOUD-BASED TSP CONSTRUCTION NOTICE INVITING BIDS

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NOTICE IS HEREBY GIVEN THAT Bids will be received by the Livermore Amador Valley Transit Authority (LAVTA) by way of upload to the Authority’s Procurement Portal (“Portal”) https://lavta.bonfirehub.com until 2:00 PM on October 30, 2026, at which time they will be publicly opened and read at 1362 Rutan Court, Suite 100, Livermore, CA 94551, to provide construction services to implement a cloud-based Transit Signal Priority (TSP) system across signalized intersections in Livermore, Dublin, and Pleasanton. The work consists of furnishing and installing new traffic signal controllers, controller cards, firmware, and NTCIP 1211-compliant TSP modules; removing existing queue-jump equipment; performing all necessary field integration, configuration, and testing; and completing associated electrical and traffic signal modifications.

The Contractor shall provide all labor, materials, equipment, permits, traffic control, and construction surveying required to deliver a fully operational system, while maintaining traffic and transit operations during construction. All work must be completed in accordance with the project plans, applicable agency standards, and contract specifications, including coordination with local jurisdictions and compliance with all construction requirements at multiple signalized intersections within the Cities of Livermore, Dublin, and Pleasanton, as shown on the project plans. Construction activities will occur within public rights-of-way at designated intersection locations identified in the contract documents and include installation, modification, and removal of traffic signal equipment and related appurtenances. Bidders shall refer to the project plans and specifications for the exact limits, locations, and details of all work, in accordance with requirements of the Solicitation Documents.

NOTE: Hard copy submissions will NOT be accepted. Hard copies received will be returned (unopened) to CONTRACTOR(s) without consideration.

The Invitation for Bids (“IFB”) Documents are available for download on Authority’s Procurement Portal. In order to download and respond to the posted solicitations, CONTRACTOR(s) will need to register as a vendor at the Procurement Portal.

Once registered, follow these instructions to download the documents:

1) Log in to the Procurement Portal.

2) Under “Action” column of “Open Public Opportunities” tab, click on “View Opportunity” next to

Project.

3) Scroll down to “Supporting Documentation” section to download documents.

If you need technical assistance, please contact Bonfire at 800-354-8010 ext. 2, e-mail support@GoBonfire.com, access the Portal Technical Support at https://lavta.bonfirehub.com/portal/support, or visit Bonfire’s Vendor Help Center at https://vendorsupport.gobonfire.com/hc/en-us.

An optional Pre-Bid Conference will be held at 10:00 AM on Tuesday, October 1, 2026 at the LAVTA Administrative Offices, located at 1362 Rutan Court in Livermore, CA. At this Conference, members of the LAVTA staff will be available to answer questions pertaining to the Contract Documents and Specifications.

The Conference should take no longer than an hour.

All questions during the solicitation phase of this project shall be submitted in writing via the Authority’s Procurement Portal. LAVTA’s written Response to Questions and/or Requests for Clarification will be posted on the Authority’s Procurement Portal. Please refer to the solicitation schedule noted in the Special Provisions and Instructions to Bidders for date and time.

CONTRACTOR(s) that accessed any of the documents of the IFB will be notified of the issuance of any Addenda or response to requests for clarification; however, it is the CONTRACTOR's responsibility to monitor the Authority’s Procurement Portal on a regular basis. Only signed Addenda issued by LAVTA are binding. Bidders are required to acknowledge receipt of all Addenda on their Bid Forms.

Bids will be examined and reported to the Board of Directors of LAVTA within 120 calendar days of the Bid opening. LAVTA reserves the right to reject any Bids or to waive any irregularity or informalities in any Bid

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27053722.3 or in the bidding procedure. No Bidder may withdraw its Bid for a period of 120 calendar days after the date of opening of the Bids. Each Bidder will be notified in writing of LAVTA’s intent to award a Contract.

LAVTA hereby notifies all Bidders that it is the policy of LAVTA to ensure nondiscrimination on the basis of race, color, sex, national origin, religion, age, disability, ancestry, medical condition, sexual orientation, or marital status in the award and administration of contracts that it awards. It is the intention of LAVTA to create a level playing field on which DBEs can compete fairly for contracts and subcontracts relating to LAVTA’s construction, procurement, and professional service activities in accordance with LAVTA’s DBE goals.

In connection with the performance of this Contract, full compliance with all applicable Safety and Health Standards and with all applicable laws and regulations concerning Equal Employment Opportunity will be required. The major provisions of LAVTA’s policy are outlined in the Solicitation Documents.

Bids must be accompanied by a Bid Guaranty/Security in the form of a Certified or Cashier’s Check, Bidder’s Bond, or Irrevocable Standby Letter of Credit in the amount of at least ten percent of the total amount of the bid, as further described in the General Conditions and Special Provisions. The Bid Guaranty/Security shall be retained by LAVTA and applied to any damages sustained by LAVTA in the event that the successful Bidder fails or refuses to enter into the Contract awarded to it. The successful Bidder will be required to furnish a Performance Bond and a Payment Bond, both in the amounts not less than one hundred percent (100%) of the awarded contract amount.

Bidders bidding as the prime Contractor shall possess a valid California State Class C-10 Contractor's License and either (1) an IMSA Level II Traffic Signal Technician Certification, or (2) employ personnel who are certified electricians with documented experience in the installation, maintenance, and repair of traffic signal systems, at the time of bid submission and throughout the Contract term. The successful Bidder shall obtain and maintain valid business licenses from the City of Livermore, City of Pleasanton, and City of Dublin prior to contract execution and throughout the Contract term. The successful Bidder shall be responsible for obtaining, paying for, and maintaining all permits, approvals, and authorizations required for the performance of the Work, including but not limited to building permits, encroachment permits, and any other permits required by the applicable jurisdiction(s). The Contractor shall comply with all permit conditions and applicable federal, state, and local laws, regulations, codes, and ordinances throughout the Contract term.

This is a Public Works Contract. In accordance with section 1720 et seq. of the Labor Code, the general prevailing wage rates as established by the Director of the California Department of Industrial Relations will apply. The prevailing wage rates established by the State Director of Industrial Relations are available on the State of California’s website at http://www.dir.ca.gov/ or can be obtained by mail addressed to:

Prevailing Wage Unit, Division of Labor Statistics and Research, Department of Industrial Relations, P.O.

Box 603, San Francisco, CA 94101.

No contractor or subcontractor may be listed on a bid for a public works project unless registered with Department of Industrial Relations (DIR) pursuant to Labor Code section 1725.5 at the time of bid. Additionally, no contractor or subcontractor may be awarded a contract for public works unless registered with DIR pursuant to California Labor Code section 1725.5. Each bidder must submit proof of contractor registration with DIR (e.g. a hard copy of the relevant page of the DIR’s database found at:

https://cadir.secure.force.com/ContractorSearch. This Contract is subject to monitoring and enforcement by the DIR pursuant to Labor Code Section 1771.4.

Pursuant to Public Contract Code Section 22300, the successful Bidder may submit certain securities in lieu of LAVTA retaining a portion of progress payments during the project. Pursuant to California Civil Code Section 9550, the successful bidder shall furnish a payment bond if civil work exceeds twenty-five thousand dollars ($25,000).

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Salomon Abdel-Aziz Manager of Administrative Services

Date

September 14, 2026

LAVTA CLOUD-BASED TSP CONSTRUCTION GENERAL CONDITIONS

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GENERAL CONDITIONS

The General Conditions apply to all bidding except insofar as they may be modified by the Special Provisions, Federal Provisions (if applicable), Davis-Bacon Act Wage Determinations (if applicable), Public Works Clauses (if applicable), FTA clauses (if applicable), Technical Specifications, Bid Forms, or Addenda.

1. DEFINITION OF TERMS

Whenever in the bid or Solicitation Documents, the following terms or pronouns in place of them or abbreviations are used, the intent and meaning shall be interpreted as follows:

“Authority” or “LAVTA” means Livermore Amador Valley Transit Authority.

“Bid” means an offer submitted to the Authority in response to an Invitation for Bids (IFB) that is not subject to negotiation.

“Bid Documents” or “Solicitation Documents” or “Specifications” mean the Notice Inviting Bids, General Conditions, Special Provisions, Technical Specifications, Bid Forms, Bond Forms, Addenda, Exhibits, Drawings and Appendices, if any.

“Bid Form” means that part of the bid which contains the bid items, price, and other supporting information.

“Bidder” means the firm or individual submitting the bid.

“Board,” “Directors,” or “Board of Directors” means Livermore Amador Valley Transit Authority Board of Directors or members thereof.

“Contract” or “Agreement” is used interchangeably and means a binding understanding, enforceable by law, between two or more competent parties, obligating the seller to furnish the supplies or services and the buyer to pay for them.

“Contract Officer” means an employee or agent of the Authority responsible for the acquisition of supplies, materials, equipment, and services under the Contract.

“Contractor” means the successful Bidder to whom a Contract is awarded.

“Days” means calendar days unless otherwise indicated.

“Executive Director” means the Executive Director of the Livermore Amador Valley Transit Authority.

2. BID FORMS

The bid must be submitted on the Bid Form(s) provided and submitted as instructed in the Notice Inviting Bids. Bids submitted in any other form will be considered non-responsive and may be rejected. No faxed or electronically-submitted bids or modifications will be considered.

Blank spaces on the Bid Form shall be properly filled in. The format and language of the Bid Form must not be changed and no additions shall be made to any of the items. Alteration by erasures or interlineations must be explained or noted on the Bid Form over the signature of the Bidder. Any bid which is conditional in whole or in part, which revises or omits any requirement or provision of the Contract Documents and Specifications, which is based on any substitution for an item specified in the Contract Documents and Specifications when such substitution has not received formal approval by the Authority, or which includes an escalation clause or any other requirements or

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27053722.3 provisions not contained in the Contract Documents and Specifications may be considered non-responsive, and for that reason rejected.

If the unit price and the total amount named by the Bidder for any item do not agree, the unit price alone will be considered as representing the Bidder’s intention. Any mathematical errors that appear on the face of the bid will be corrected by the Authority and the Authority will use the mathematically correct Grand Total Bid Price in determining the lowest monetary Bidder.

Unless otherwise stated in the Solicitation Documents, the Bidder shall include freight or delivery charges in the total price in its bid.

Submission of an alternative bid(s) except as specifically called for in the Solicitation Documents may render both bids non-responsive and may cause their rejection.

3. APPROVED EQUAL REQUESTS

In order to establish a basis of quality, certain materials, processes, or types of machinery and equipment may be specified in the Solicitation Documents by describing the process, by designating a manufacturer by name, brand, or product number, or by specifying a kind of material.

It is not the intent of these Solicitation Documents to exclude other processes, equipment, or materials of equal value, utility, or merit which are approved by the Authority.

It is understood that specifying a brand name or specific types of components, equipment, and/or processes in these specifications shall not relieve the Bidder from its responsibility to furnish the end product in accordance with the warranty and contractual requirements. The Bidder is responsible for notifying the Authority of any inappropriate brand names, or types of components, equipment, and/or process that may be called for in these specifications, and to propose a suitable substitute for consideration. Unless otherwise specifically provided in the specifications, reference to any equipment, material, article, or patented process by trade name, make or catalog number shall be regarded as establishing a standard of quality and shall not be construed as limiting competition. A Bidder may, at its option, use any equipment, material, article, or process which, in the judgment of the Authority, is equal to that designated. To do so a Bidder shall furnish, at its own expense, all test results, technical data and background information required by the Authority in making the determination as to whether the proposed equipment, material or article or process, in the judgment of the Authority, is equal to that designated. This shall be submitted on the Request for Approved Equals Form included in these Solicitation Documents. Approved equal procedures are described in the Special Provisions.

The Authority shall be the sole judge as to the comparative quality and suitability of alternative equipment, articles, materials, or process, and its decision shall be final.

4. TAXES

The supplies, materials, or equipment called for in the Solicitation Documents will be used by the Authority in the performance of a governmental function and are exempt from taxation by the United States Government. The Authority will, if requested, furnish a tax exemption certificate and any and all affidavits and documents that may be necessary to establish such exemption. Unless otherwise specified in the Special Provisions or Bid Forms, unit prices shall not include state sales and use taxes. Contractors registered with the California Board of Equalization are required to facilitate payment of all sales and use taxes under the Contract. If a Contractor is not registered with the California Board of Equalization, the Authority will either require the Contractor to provide a receipt for all payments from the Authority separately itemizing the applicable sales or use taxes paid and forward all appropriate state taxes to the Board of Equalization, or assume responsibility for the payment of state sales and use taxes.

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5. CASH DISCOUNT

The Bidder must state any cash discount offered on Bid Form. The cash discount will not be considered in determining the lowest responsible and responsive Bidder. The Authority will not accept a cash discount with a term of less than ten days.

6. UNAUTHORIZED CONDITIONS

Unauthorized conditions, limitations, or provisions attached to a bid will render the bid non-responsive and may cause its rejection.

7. BIDDER’S SECURITY

Unless otherwise noted in the Special Provisions, each Bidder shall furnish and submit with its bid one of the following forms of Bidder’s Security:

a) Unconditional “certified check,” “cashier’s check,” or “official check” drawn on a solvent bank payable to the order of Livermore Amador Valley Transit Authority;

b) A Bidder’s Bond using the form entitled “Bidder’s Bond,” provided with the Bid Forms, which is properly executed by the Bidder and an admitted surety insurer and is accompanied by the corporate surety’s power of attorney. The surety’s signature shall be notarized and the surety shall be acceptable to the Authority; or

c) An Irrevocable Stand-by Letter of Credit, a sample of which is provided in the Bid Forms.

No personal or business checks will be accepted. The Bidder’s Security shall be in the amount as specified in the Special Provisions.

Any condition or limitation placed upon the check or any alteration of the form of bond or Irrevocable Stand-by Letter of Credit, or imperfection in its execution will render it informal and may, at the option of the Authority, result in a rejection of the bid under which such check, bond, or Irrevocable Stand-by Letter of Credit is submitted. The Bidder’s Security shall be a guarantee that the Bidder, if awarded the Contract, will execute the required Contract and bonds within 10 days after such Contract has been awarded to it or such additional time as may be allowed by the Authority. If the Bidder fails or refuses to execute the required Contract and bonds within that time, the money and proceeds from the Bidder’s Security shall be applied towards payment of the resulting damage to the Authority of the delay and the necessity of accepting a higher or less desirable bid. The amount of the Bidder’s Security shall not constitute a limitation upon the right of the Authority to recover for the full amount of such damage. The Bidder’s Security shall remain in full force and effect until a written Contract is executed and all the required bonds are furnished.

The Bidder’s Security of the successful Bidder and the next two lowest Bidders will be returned after execution of the Contract with the successful Bidder and the approval and acceptance on behalf of the Authority of all other Contract bonds and insurance requirements. The Bidder’s Security of the other Bidders not one of the three lowest, will be returned promptly after the bids have been opened and reviewed by the Authority.

8. SUBMISSION OF BID

Prior to the time and date specified in the Notice Inviting Bids (Notice), Bidders shall upload their submission to the Procurement Portal, as instructed in the Notice. Bids received after said time or date or at any other location than the place stated in the Notice will not be considered.

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9. WITHDRAWAL OF BID

A Bidder may withdraw its bid before the bid due date and time without prejudice to itself, by submitting a written request for bid withdrawal to the Executive Director.

10. BID OPENING

At the due date and time specified in the Notice and Special Provisions, the Executive Director or designee, will open, examine, and publicly read all bids received. Bidders, their representatives, and others interested, are invited to be present at the opening of bids. All bids will then be examined and reported to the Board usually within 30 to 90 days from receipt of bids. The Authority reserves the right to postpone the bid opening for any reason.

11. SOLE BID EVALUATION

In the event a single bid is received, the Authority may conduct a price and/or cost analysis of the bid to verify that the bid price is fair and reasonable. It should be recognized that a price analysis involves a comparison with other similar procurements and must be based on an established or competitive price for the products subject to the comparison. The comparison must be made with a purchase of similar volume and involving similar specifications. Where a difference exists, a detailed analysis must be made of the price differential and costs or reasons associated therewith.

Where it is impossible to obtain a valid price analysis, it may be necessary for the Authority to conduct a cost analysis of the bid price, which process entails examination and evaluation of the separate cost/profit elements of the bid quotation. The Bidder will be expected to cooperate in this process and to furnish the Authority with any and all requested documentation necessary to undertake the required analyses.

12. BIDDER’S WAIVER

The Bidder shall represent and warrant that it has sufficiently informed itself in all matters affecting the performance of the work or the furnishing of the labor, supplies, materials, or equipment called for in the Specifications. The Bidder shall warrant that it has checked its bid for errors and omissions; that the prices stated in its bid are correct, and as intended by it, and are a complete and correct statement of its prices for performing the work or furnishing the labor, supplies, materials, or equipment required by the Solicitation Documents. The Bidder waives any claim for the return of its Bidder’s Security if, on account of errors or omissions claimed to have been made by it in its bid, or for any other reason, it should refuse or fail to execute the Contract.

13. STATEMENT OF EXPERIENCE AND QUALIFICATIONS

The Bidder may be required, upon request of the Executive Director, to prove to the Authority’s satisfaction that it has the necessary skill, experience, facilities, and ample financial resources to perform the Contract in a satisfactory manner and within the required time.

14. PENALTY FOR COLLUSION

If at any time it shall be found that the person, firm, or corporation to whom a Contract has been awarded has in presenting any bid or bids, colluded with any other party or parties, then the Contract so awarded shall be null and void and the Contractor and its sureties shall be liable to the Authority for all loss or damage which the Authority may suffer thereby; and the Board of Directors may re-award the Contract pursuant to appropriate procedures.

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15. CONFLICT OF INTEREST

By submitting a bid, the Bidder represents and warrants that to the best of its knowledge, no director, officer or employee of the Bidder or Authority is in any manner interested directly or indirectly in the bid or in the Contract which may be made under it, or in any expected profits to arise therefrom, as set forth in Title 1, Division 4, Chapter 1, Article 4 (commencing with Section 1090) or Title 9 (commencing with Section 81000) of the Government Code of the State of California.

No member, officer, or employee of the Authority, during his or her tenure or for one year after that tenure, shall have any interest, direct or indirect, in this Contract or the proceeds under this Contract, nor shall any such person act as an agent or attorney for, or otherwise represent, a Bidder or Contractor by making a formal or informal appearance, or any oral or written communication, before the Authority or any officer or employee of the Authority for a period of one year after leaving office or employment with the Authority if the appearance or communication is made for the purpose of influencing any action involving the issuance, amendment, award, or revocation of a Contract.

16. AWARD OR REJECTION OF BIDS

Award will be made or bids will be rejected by the Authority within the time specified in the Special Provisions, or if not specified, within a reasonable time after bids have been opened. The Authority may reject any and all bids, and may reject a bid of any party who has been delinquent or unfaithful in any former Contract with the Authority. Also, the Authority reserves the right to waive any irregularities or informalities in any bid or in the bidding procedure. If an award is made, it shall be made to the lowest responsive and responsible Bidder. All Bidders shall be notified of the award.

17. BID PROTEST PROCEDURES

The Authority maintains written procedures that must be followed for all bid protests. Copies of the complete bid protest procedures are available at the office of the Executive Director. Failure to comply with any of the requirements set forth in the Authority’s written bid protest procedures may result in rejection of the protest.

Protests based upon restrictive specifications or alleged improprieties in the bidding procedure which are apparent or reasonably should have been discovered by the Bidder prior to the advertised bid due date, shall be filed in writing with the Executive Director, not later than five (5) calendar days prior to the bid due date. The protest must clearly specify in writing the grounds and evidence on which the protest is based. Staff shall respond to the protest with a written determination prior to the bid due date.

Protests based upon alleged improprieties that are not apparent or which could not have reasonably been discovered prior to the advertised bid due date or disputes over the staff recommendation for Contract award, shall be submitted in writing to the Executive Director, within five (5) days of postmark, faxed date, or other form of notification of the Authority’s notice of Contract award recommendation. The protest must clearly specify in writing the grounds and evidence on which the protest is based. The Executive Director will respond to the protest, in writing, at least three (3) days prior to the meeting at which staff’s recommendation to the Authority’s Board of Directors will be considered.

Should the Bidder decide to appeal the response of the Executive Director and pursue its protest at the Board meeting, it will notify the Executive Director of its intention at least two (2) days prior to the scheduled meeting.

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18. TIME FOR EXECUTION OF CONTRACT AND FILING BOND

The Bidder to whom award is made shall execute a written Contract with the Authority on the Authority’s form of Contract and furnish the other bond(s) as required within 10 days of receiving the form of Contract and bond(s) for execution from the Authority.

If the Bidder to whom award is made fails to enter into the Contract as provided and furnish the required bond(s), the award may be annulled. An award may, at the discretion of the Board, be made to the Bidder whose bid is next most acceptable in the opinion of the Board and such Bidder shall fulfill every condition in the Solicitation Documents and form of Contract as if it were the party to whom the first award was made.

19. DOCUMENTS DEEMED PART OF CONTRACT

The Notice Inviting Bids, General Conditions, Special Provisions, Bid Forms, Technical Specifications, Appendices, Exhibits, Drawings and Addenda, if any, will be deemed parts of the Contract.

20. MANNER OF EXECUTION OF CONTRACT

If the Contractor is an individual, the Contract shall be executed personally by the Contractor. If the Contractor is a co-partnership, it is desirable that the Contract be executed by all of the partners, but it may be executed by one of them. If the Contractor is a corporation, it must be executed by two officers of the corporation consisting of (1) the chairman of the board, president, or vice president; and (2) the secretary, assistant secretary, chief finance officer, treasurer, or assistant treasurer, or by a person authorized by the corporation to execute written contracts on its behalf. If the Contract is executed by a person other than an officer or by only one officer, there must be attached to the Contract a certified copy of a resolution of the corporation authorizing such officer or person to execute written contracts for and on behalf of the corporation. If the Contractor is a limited liability company (LLC), the Contract shall be executed by an officer or member who has the full and proper authorization to bind the LLC. The officer or member must provide evidence satisfactory to the Authority indicating the individual’s authority to bind the LLC, such as a certified copy of a resolution authorizing the individual to execute written contracts or a copy of the LLC operating agreement. If the Contractor is a joint venture, the Contract must be executed on behalf of each participating firm by officers or other individuals who have the full and proper authorization to do so.

21. EFFECT OF EXTENSIONS OF TIME

Granting or acceptance of extensions of time to complete the work or furnish the labor, supplies, materials, or equipment required under the Contract will not release Contractor or the surety from Contractor’s Performance Security.

22. LIQUIDATED DAMAGES

It is agreed by the parties to the Contract that TIME IS OF THE ESSENCE, and in the event of a delay in completion of the work or the delivery of the supplies, materials, or equipment beyond the date set forth in the Contract Documents, or authorized extensions, damage will be sustained by the Authority, and that it is or will be impracticable to determine the actual amount of the damage by reason of such delay. It is, therefore, agreed that the Authority shall be paid an amount as set forth in the Special Provisions as liquidated damages. If no amount is set forth, Contractor shall be liable for actual damages for each and every calendar day that performance of this Contract extends beyond the time herein specified, which sum or sums will be considered as liquidated damages in that the Authority will suffer by reason of delay or default.

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23. DELIVERY

The Contractor shall prepare all equipment and materials for shipment in such a manner as to protect them from damage in transit, and shall be responsible for and repair all damaged parts or replace all losses incurred in the course of delivery of the equipment and materials to the Authority’s facilities. When necessary, heavy parts shall be mounted on skids or crated, and all parts or materials that might otherwise be lost shall be boxed or wired in bundles. All parts shall be plainly marked for identification and destination.

24. MATERIAL AND WORKMANSHIP

All materials, parts, and equipment furnished by the Contractor shall be new, high grade and free from defects. Workmanship shall be in accordance with generally accepted industry standards. The Contractor shall establish and maintain quality assurance policies and procedures to ensure compliance with these specifications. The Contractor shall extend full access to the Authority to its manufacturing facilities during normal working hours so that the Authority can inspect and monitor the Contractor’s compliance with its established quality assurance procedures and the Authority’s Specifications.

Any materials or equipment not conforming to the requirement of these Solicitation Documents or found to be damaged or defective at the time of delivery shall be replaced by the Contractor without additional cost to the Authority.

If the Contractor fails to comply promptly with any order of the Executive Director to replace or repair damaged or defective materials, equipment or work, the Executive Director, upon written notice to the Contractor, has the authority to deduct the cost of such replacement or repair from any compensation due or to become due to the Contractor.

Nothing in this section shall limit or restrict the provisions of the warranty of fitness as set forth in these General Conditions.

25. INSPECTION / ACCEPTANCE

Within 5 working days of delivery, the Authority shall inspect and test, to its own satisfaction, the materials delivered or work completed to ensure Contract compliance. In the event that the materials or work is in compliance with the Contract, the Authority shall accept the materials or work by processing the Contractor’s invoice for payment in accordance with the procedures delineated in the Special Provisions.

If the Authority determines that there are any defects or deficiencies in the materials or work, the Authority will send a rejection letter outlining any defects or deficiencies. The Contractor shall rectify these defects or deficiencies within five days of postmark, faxed date, or other form of notification, unless the Authority approves otherwise in writing. If the Contractor fails or refuses to rectify these defects or deficiencies to the Authority’s satisfaction, the Authority may arrange to procure new materials or correct the defective work at the Contractor’s expense. The Authority may opt to deduct the amount for the new materials or corrective work from any amounts due to the Contractor under this Contract.

26. FINAL ACCEPTANCE

The Contractor will schedule a preliminary inspection with the Authority Facilities Contract Administrator when work is substantially complete. This inspection will assess the work based on the contract specifications and related data as previously accepted by the Authority. Punch list items will be clearly noted with copies provided for both parties. Within 5 days of the completion of

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27053722.3 the punch list work the Contractor will schedule a final inspection with the Authority Facilities Contract Administrator.

27. WARRANTY OF TITLE

The Contractor shall warrant to the Authority, its successors and assigns, that the title to the materials, supplies or equipment covered by the Contract, when delivered to the Authority or to its successor or assigns, is free from all liens and encumbrances.

28. WARRANTY

The Contractor guarantees and warrants that all work performed and items supplied under this Contract shall (1) conform to the Technical Specifications and all other requirements of this Contract; (2) fulfill its design functions and be fit for both its ordinary and intended purposes; (3) be free of all patent and latent defects in design, materials and workmanship; and (4) perform satisfactorily for a minimum of one year following final acceptance.

It is understood and agreed that by acceptance of this warranty and the acceptance of materials or supplies to be manufactured or assembled pursuant to these Specifications, the Authority does not waive any warranty, either express or implied, or any products liability of the Contractor as determined by any applicable decisions of a court of the State of California or of the United States.

29. APPROVAL BY THE EXECUTIVE DIRECTOR

The Authority reserves the right to direct and supervise the work under this Contract through its Executive Director or designee on whose inspection all work shall be accepted or condemned. The Executive Director shall have full power to reasonably reject or condemn any materials furnished or work performed under the Contract which does not conform to the terms and conditions set forth in the Contract.

30. CONTRACTOR’S LIABILITY

The Contractor shall indemnify, keep and save harmless the Authority and its directors, officers, employees, and agents against all suits or claims that may be based on any injury to, or death of, any person or any damage to property that may occur, or that may be alleged to have occurred, arising from the performance of this Contract by the Contractor, whether or not it shall be claimed that the injury was caused through a negligent act or omission of the Contractor or its employees.

The Contractor shall, at its own expense, pay all charges of attorneys and all costs and other expenses arising therefrom. If any judgment shall be rendered against the Authority in any such action, or if the Authority enters into a settlement to resolve the whole or a portion of such action, the Contractor shall at its own expense satisfy and discharge the same. Termination or expiration of the Contract shall not affect the Contractor’s duty to indemnify, keep and save harmless for suits or claims accruing during the Contract period.

31. CONTRACTOR’S INTELLECTUAL PROPERTY LIABILITY

The Contractor represents and warrants that its performance under this Contract, and all work, materials and equipment used in its performance of this Contract, will not infringe or misappropriate any intellectual property rights, such as patent, copyright, trademark or trade secret. In addition to the warranties and indemnities provided elsewhere in this Contract, the Contractor agrees that it will, at its own expense, indemnify, defend, and hold harmless the Authority and its directors, officers, employees, and agents against all demands, liabilities, damages, expenses, suits and proceedings that are based on any claim that the services, software, materials or equipment, or any part thereof, or any tool, article or process used in the manufacture thereof, or used in connection with the Contractor’s work under this Contract, constitutes a violation, infringement, IFB #2026-08 Page 12

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27053722.3 unauthorized use or misappropriation of any intellectual property of any third parties (including, without limitation, any trade secret, trademark, service mark, copyright, patent, process, method or device). If the institution or resolution of such a suit or proceeding requires the Authority to procure new non-infringing material or equipment, it may do so at the Contractor’s expense. The Authority will give the Contractor prompt notice in writing of the institution of the suit or proceeding. At no cost to the Authority and without diminishing the Contractor’s duty to defend, the Authority shall have the right to control, monitor through counsel of its choosing, and participate in the defense (including, without limitation, selection of counsel) of any such demand, suit, or proceeding concerning matters relating to the Authority, none of which may be settled without the Authority’s consent, which shall not be unreasonably withheld. The Authority, in its sole discretion, may permit the Contractor, through Contractor’s counsel, to defend the same, and will give the Contractor all needed information, assistance, and authority to enable the Contractor to do so. If any third party files a claim or lawsuit against the Authority that impacts the Authority’s ownership or use of work performed or materials or equipment supplied under this Contract, or any material components of this Contract, the Authority in its sole discretion may terminate this Contract for Contractor default.

This indemnification shall survive the termination or expiration of this Contract.

32. CHANGES IN CONTRACT WORK REQUESTED BY THE AUTHORITY

If the Contractor, on account of conditions developing during performance of the Contract, finds it impracticable to comply with the Contract Specifications and applies in writing for a modification of requirements, such change may only be authorized by the Authority in writing.

The Authority may make additions or deletions at any time, by written supplement to the Agreement, within the Scope of Work and Services described in these Solicitation Documents. It is understood, however, that the amount of work, materials, or equipment required by the Contract may not be so increased or diminished as to substantially alter the general character or extent of the Contract.

The Executive Director, or his/her designee, will further authorize the Contractor to perform such additional work and furnish such additional materials or equipment at the Contractor’s catalog prices, less discounts ordinarily allowed to users of such materials or equipment or at regular labor charges, less customary discount, or both. In the event that there are no such catalog prices or regular labor charges applicable to the change in the Contract work, the prices or charges shall be established by mutual agreement between the Authority and the Contractor.

If additional work, materials or equipment not mentioned, specified, indicated or otherwise provided for in the Solicitation Documents are requested by the Authority, the Contractor shall, if ordered by the Executive Director, or designee, undertake the performance of such additional work or the furnishing of such additional materials or equipment. The amount to be paid to the Contractor shall be increased in an amount which the Executive Director, or designee, and the Contractor shall determine and mutually agree to be the reasonable value of such additional work, materials or equipment, and such determination and agreement shall be final and conclusive upon the Contractor.

In case any work, materials or equipment which are mentioned, specified, indicated or otherwise provided for in the Contract, or in the Specifications forming a part of the Contract, shall be required to be omitted from, in or about the work, the Contractor shall, if ordered by the Executive Director, or his/her designee, omit the performance of such work and the furnishing of such materials or equipment. There shall be deducted from the amount to be paid to the Contractor the amount which the Executive Director, and his/her designee, and the Contractor shall determine and mutually agree to be the reasonable value of such work, materials or equipment and such determination and agreement shall be final and conclusive upon the Contractor.

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33. CHANGES TO CONTRACT WORK REQUESTED BY THE CONTRACTOR

If the Contractor encounters any unanticipated conditions or contingencies that may affect the Scope of Work or Services, or identifies any Authority conduct (including actions, inaction, and written or oral communications other than a formal Contract modification) that the Contractor regards as a change to the contract terms and conditions that may result in an adjustment in the amount of compensation specified herein, the Contractor shall so advise the Authority immediately upon notice of such condition, contingency or Authority conduct. The written notice shall explain the circumstances giving rise to the unforeseen condition or contingency and shall set forth the proposed adjustment in compensation.

In any event, such notification shall be made to the Executive Director, or designee, in writing and within not more than 10 calendar days from the date the Contractor encounters the unanticipated condition or contingencies, or identifies Authority conduct that would warrant a change to the Contract. This notice shall be given to the Authority prior to the time that Contractor performs any work or services or provides any item(s) related to the proposed adjustment in compensation.

Failure to provide written notice and receive Authority approval for extra work, services, or item(s), prior to performing extra work, services or furnishing an item or items may, at the Authority’s sole discretion, result in nonpayment of the invoices for the extra work, services, or item(s). The changes and negotiated equitable adjustment shall be expressed in a written modification to the Agreement, prior to implementation of such changes.

34. CLAIMS AND DISPUTES

The Contractor shall be solely responsible for providing timely written notice to the Authority of any claims for additional compensation and/or time in accordance with the provisions of the Contract.

It is the Authority’s intent to investigate and attempt to resolve any Contractor claims before the Contractor has performed any disputed work. In addition, the Authority desires to mitigate its responsibility (if any) for any Contractor claims before the disputed work is performed. Therefore, Contractor’s failure to provide timely notice, as provided for in the Contract, shall constitute a waiver of Contractor’s claims for additional compensation and/or time.

The Contractor shall not be entitled to the payment of any additional compensation for any cause, including any act, or failure to act, by the Authority, including the failure or refusal to issue a modification, or the happening of any event or occurrence, unless it has given the Authority due written notice of a potential claim. The potential claim shall set forth the reasons for which the Contractor believes additional compensation may be due, the nature of the costs involved, and the amount of the potential claim.

If based on an act or failure to act by the Authority, such notice shall be given to the Authority prior to the time that the Contractor has started performance of the work giving rise to the potential claim for additional compensation. In all other cases, notice shall be given within 10 days after the happening of the event or occurrence giving rise to the potential claim.

If there is a dispute over any claim, the Contractor shall continue to work during the dispute resolution process in a diligent and timely manner as directed by the Authority, and shall be governed by all applicable provisions of the Contract. The Contractor shall maintain cost records of all work which is the basis of any dispute.

If an agreement can be reached which resolves the Contractor’s claim, the parties will execute a Contract modification to document the resolution of the claim. If the parties cannot reach an agreement with respect to the Contractor’s claim, they may choose arbitration and/or mediation.

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35. EFFECT OF FAILURE TO COMPLETE CONTRACT

In case of failure on the part of the Contractor to complete this Contract within the specified time or within authorized extensions, the Authority may terminate the Contract and refuse to pay the Contractor or allow any further compensation for any labor, supplies, or materials furnished by it under the Contract. The Authority may proceed to complete such Contract either by reletting or otherwise, and the Contractor and its surety, when applicable, shall be liable to the Authority for any and all losses or damages which the Authority may suffer on account of the Contractor’s failure to complete the Contract within such time.

36. ASSIGNMENT AND DELEGATION

The Contractor shall neither delegate any duties or obligations under this Contract nor assign, transfer, convey, sublet or otherwise dispose of the Contract or its right, title or interest in or to the same, or any part thereof, without previous consent in writing from the Executive Director.

37. SUBCONTRACTING

The Authority reserves the right to approve any subcontractor that is used under this Contract.

Contractor will be solely…