IFB 136-BH Asphaltic Road Materials.pdf

Travis County Purchasing Office

P.O. Box 1748

Austin, TX 78767

Invitation For Bid NO. 136-BH

FOR

Asphaltic Road Materials

You are invited to submit a response in accordance with the attached requirements packet.

FOR INFORMATION RELATED TO THIS SOLICITATION, THE RESPONDENT SHALL NOT CONTACT ANYONE AT

TRAVIS COUNTY OTHER THAN THOSE PERSONS LISTED AS THE POINT OF CONTACT. ANY OTHER CONTACT MAY

DISQUALIFY THE RESPONSE FROM CONSIDERATION FOR AWARD.

INDIVIDUALS OR ENTITIES INTENDING TO RESPOND TO THIS SOLICITATION AND ANY PERSON ACTING ON

BEHALF OF THEM ARE PROHIBITED FROM CONTACTING INDIVIDUAL MEMBERS OF THE TRAVIS COUNTY

COMMISSIONERS COURT OR THEIR STAFF OR USER DEPARTMENT STAFF ABOUT THIS SOLICITATION. ANY SUCH

CONTACT MAY DISQUALIFY THE RESPONSE FROM CONSIDERATION FOR AWARD.

Solicitation Submissions: Bidders, you are strongly encouraged to submit your bids online via Bidnet. A secondary option would be to submit your bid via USPS mail, FedEx, DHL, etc. IF YOU PLAN TO DELIVER A HARD

COPY TO THE PURCHASING OFFICE, YOU MUST CONTACT THE PROCUREMENT SPECIALIST ONE (1) BUSINESS

DAY PRIOR TO DELIVERY. Bids submitted electronically will be available immediately after the solicitation opening date and time on Bidnet. Please note hard copy responses will be uploaded on Bidnet and available to the public within four business hours of the opening date and time.

Solicitation Openings: The Purchasing Offices strongly encourages you to download the bid tab from BidNet or use the virtual Microsoft TEAMS dial-in information (supplied below) during which the bids will be read aloud.

We are strongly discouraging you from going to our office for the bid opening.

FOR INFORMATION REGARDING THE CONTRACT AWARD(S) RESULTING FROM THIS SOLICITATION, PLEASE

REFER TO THE TRAVIS COUNTY COMMISSIONERS COURT PORTAL AT:

https://countyclerk.traviscountytx.gov/departments/commissioners-court/

IFB 136-BH Asphaltic Road Materials Opening Microsoft TEAMS Meeting Information:

Meeting ID: 212 487 752 717

Passcode: uA7x9Pg7

Dial in by Phone

+1 512-854-8326,,592394386# United States, Austin tel:+15128548326,,592394386 https://www.traviscountytx.gov/purchasing/solicitation

Phone conference ID: 592 394 386#

Prices Good For 120 Days https://www.traviscountytx.gov/purchasing/solicitation

Rev. April 2025

PART I- SPECIFICATIONS

1. SUPPLIER RESPONSIBILITY:

The successful low bidder shall be responsible for ensuring that the necessary materials and trucks are available.

2. PLANT LOCATIONS:

Plant must be located inside of zone or within 10 miles of Travis County boundary for that zone to be eligible to bid on product and/or services for that zone. Zone location map located in solicitation documents.

3. DELIVERIES or FREIGHT ON BOARD (FOB) PLANT:

Deliveries or FOB Plant pick-ups will be made according to the direction of the TNR Dispatcher, under the supervision of the Division Director of Road Maintenance, Road Maintenance Supervisors and Service Center Managers. All orders placed for delivered or FOB Plant materials will be made by the TNR Dispatcher. All deliveries and FOB Plant pick-ups shall be made within 48 hours after receiving order from TNR’s Dispatcher with Purchase Order number.

4. MATERIALS SPECIFICATIONS:

All materials delivered pursuant to this contract shall conform to the specifications of this bid. Travis County reserves the right to reject any material that does not meet specifications. A formal test may be necessary (left at the discretion of the County's Engineer). Materials shall comply with the Texas Department of Transportation Standard Specifications for Construction of Highways, Streets, and Bridges, most current version.

5. PRICE ESCALATION:

Price escalation will be considered by the Purchasing Agent when the Contractor can show cause substantiating the need for an increase. The Contractor will be required to furnish a certified statement or affidavit which states that the increase represents the costs for materials only and shall submit evidence from the suppliers which details the pricing changes, the effective date for the change and any other information requested by the Purchasing Agent to verify the price change.

If approved by the Purchasing Agent, a properly executed contract modification must be signed by the Contractor and the County to reflect the price change and the effective date for the change. Original bid prices are in effect until the modification has been fully executed and released to the Contractor unless the modification specifies an effective date for the agreed upon price change.

Any material(s) delivered by the Contractor at the new price, without a properly executed contract modification signed by the Purchasing Agent, is made at the Contractor's risk. Consequently, in the event that such modification is not executed by the County, the Contractor hereby releases the County from any liability whatsoever to pay for delivered items at the new price prior to the Contractor's receipt of the fully signed modification.

The Purchasing Agent reserves the right to seek competitive pricing information on said item(s) from other suppliers and to procure such item(s) in a manner which serves the best interest of the County.

Prices are not subject to change for the initial one (1) year of the contract period. Following the initial year (1) months, a minimum period of six (6) months must elapse between escalation requests.

6. PRICE REDUCTION:

If at any time after the date of the bid or offer the Contractor makes a general price reduction in the comparable price of any material covered by the contract to customers generally, an equivalent price reduction based on similar quantities and/or considerations shall apply to the contract for the duration of the contract period (or until the price is further reduced). Such price reduction shall be effective at the same time and in the same manner as the reduction in the price to customers generally. For purposes of this provision, a "general price reduction" shall mean any horizontal reduction in the price of Asphaltic Road Materials offered (1) to Contractor's customers generally, or (2) in the Contractor's price schedule for the class of customers. The Contractor shall invoice the County at such reduced prices indicating on the invoice that the reduction is pursuant to the "Price Reduction" provision of the contract documents.

The Contractor, in addition, shall within ten (10) days of any general price reduction notify the Purchasing Agent of the County of Travis of such reduction by letter. Failure to do so may require termination of this contract.

The Contractor shall furnish, within ten (10) days after the end of the contract period, a statement certifying either:

1. That no general price reduction, as defined above, was made after the date of the bid or offer;

or

2. If any such general reduction were made, that as provided above, they were reported to the

Purchasing Agent within ten (10) days, and ordering offices were billed at the reduced prices.

When one such general price reduction is made, the statement furnished by the Contractor shall include with respect to each price reduction:

1. The date when notice of any price reduction was issued;

2. The effective date of the reduction; and

3. The date when the Purchasing Agent was notified of any such reduction.

PART II- SPECIAL PROVISIONS

1. SCOPE OF CONTRACT: This is a firm fixed price, estimated quantity contract calling for delivery of the services and items identified in the Item Response Form at the stated prices submitted by the bidder. Upon acceptance of a bid by Travis County Commissioners and issuance of a Contract Award by the Travis County Purchasing Agent, Bidder shall be obligated to deliver the services at the stated prices, within the time specified, and in accordance with all Terms and Conditions, and General Provisions contained herein. The quantities stated in the Item Response Form are the best estimates of Travis County's needs for a one (1) year period. They represent a realistic estimate based on past consumption for purposes of securing a bid price. The quantities are not firm and are not hereby ordered or called for. Actual requirements will be stated through issuance of individual purchase orders against the contract, and no obligation to pay for any quantities shall be deemed to exist unless or until such purchase orders are issued. Travis County is not obligated to order products or services not covered by this contract and the County is free to secure those requirements from other sources in accordance with applicable purchasing statutes.

2. TERM OF CONTRACT: This contract shall be for one (1) year period commencing upon award by the Travis

County Commissioners Court or December 5, 2025, whichever is later.

3. OPTION TO EXTEND: County may unilaterally extend this Contract for (i) four (4) additional one (1) year periods and (ii) three (3) additional one (1) month periods (individually, an “Option to Extend” and collectively, the “Options to Extend”), and all provisions of this Contract, except for term and price, shall remain unchanged and in full force and effect. County shall exercise an Option to Extend no sooner than ninety (90) calendar days prior to expiration of the then current term. The total term of this Contract, including the Options to Extend, shall not exceed sixty-three (63) months. County shall have the right to exercise all or a portion of the Options to Extend in any combination it deems necessary.

4. BID PRICES: Unit prices quoted shall include the cost of all labor, materials, travel and equipment necessary to properly provide services and shall not include Federal or State of Texas sales, excise and use taxes. Prices also shall include travel time to each site. Bidder shall include any and all cost associated in the unit prices. Prices shall remain firm for the period of the contract. All travel and per diem shall be included in the unit price.

5. OPTION TO ADD OR DELETE: County may add or delete line items as needed. Travis County Purchasing Office will notify contractor in writing of scheduled addition or deletion of items. If a line item is to be added to the contract, Travis County shall request a quote and will provide specifications for that line item. Contractor shall provide a quote within ten (10) business days of the request. If a line item is to be deleted, Travis County shall provide a fourteen (14) day notice to Contractor note an official date for Contractor to no longer provide service for that location. Any additions or deletions shall be incorporated through a contract modification.

6. TRAVIS COUNTY REPRESENTATIVE STATUS: Travis County's representative shall have general supervision and direction of the work and shall represent Travis County in all matters pertaining to the work as provided in the contract documents. The Travis County representative has authority to stop the work whenever such stoppage may be necessary to ensure the proper performance of the contract and shall have authority to reject any and all materials, whether worked or unworked, if such materials are not in accordance with the plans and specifications.

7. COOPERATIVE PURCHASING. Contractor shall allow other governments that have cooperative purchasing or inter-governmental contracts with County to purchase goods or services under this Contract. Under co-operative purchasing contracts with County, each government makes its own orders. Contractor shall deliver to other governments located within Travis County on the same terms and conditions as you deliver to County. Contractor may negotiate other delivery charges for governments located outside Travis County if that other government makes an order. Contractor must bill all purchases by other governments directly to the government placing the order and that government must pay Contractor directly. County is not responsible for purchases or debts incurred by any other government. Contractor acknowledges and expressly agrees that County is not a partner with or agent or representative of any other government purchasing under this Contract.

8. COMPLIANCE WITH APPLICABLE LAW: For projects authorized under this contract which has Federal and/or State funding, Contractor shall comply with all applicable federal, state and local laws, regulations and ordinances related in any way to this Contract. Contractor shall notify the County in writing of any failure to comply with such laws, regulations, or ordinances, where such failure affects in any way Contractor’s ability to provide services(s) under this Contract. Contractor shall provide all invoice and other project related documents for Federal and/or State funded projects as outlined in the project’s final approved proposal/scope.

9. CONTRACT ADMINISTRATOR: For purposes of monitoring performance, establishing requirements, approving and coordinating schedules, the County department(s) named below shall act as Contract Administrator on behalf of Travis County.

Travis County Transportation and Natural Resources (TNR) 700 Lavaca, 5th Floor Austin, Texas 78701 Jay Doyle

Jay.Doyle@traviscountytx.gov

10. ENVIRONMENTAL COMPLIANCE: It shall be grounds for termination of the contract if Contractor or its business owner or operator, partner, affiliated corporation, or subsidiary is in substantial violation of an applicable environmental requirement relating to environmental quality, including but not limited to the federal Clean Water Act (CWA), federal Clean Air Act (CAA), Resource Conservation and Recovery Act (RCRA), Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), Chapters 26 and 27 of the Texas Water Code, Chapters 361 or 382 of the Texas Health and Safety Code, or local ordinances and code. Substantial violation means one or more violation of an applicable environmental requirement resulting in the potential for a significant adverse impact on human health, aquatic life, a surface or groundwater resource, or enjoyment of property, including any violation resulting in a civil or administrative enforcement action. Applicable environmental requirement means an environmental law, regulation, county or municipal ordinance, permit, order, consent, decree, or other requirement.

Within ten (10) days of receipt of any Notice of Violation, Notice of Enforcement, or other citation from the Texas Commission on Environmental Quality (TCEQ) associated with the Contractor’s facilities, Contractor shall notify the Purchasing Agent in writing. Contractor shall notify the Purchasing Agent of TCEQ’s requirements for resolution of Notice of Violations, within ten (10) days of resolution.

Contractor shall ensure that any facility or operation that is the subject of this contract or related to this contract will be operated and maintained in conformance with all federal, state, and local requirements for wastewater discharge, storm water management, solid waste (including hazardous waste) management, petroleum product, oil, and hazardous substance storage and management, and similar environmental management.

Contractor must maintain an accurate and up-to-date spill prevention and spill response plan that can immediately be implemented to address and contain a spill or discharge of any hazardous substance, solid waste, or hazardous waste. Contractor shall ensure each facility has staff trained and qualified to immediately implement a spill response plan, if the need should arise.

Contractor shall ensure the use of best industry practices for the management of waste at its facilities and operations. For purposes of this contract, the failure to respond to any Notice of Violation, Notice of Enforcement, or other citation issued after the date of this contract, in the manner and within the time prescribed in such Notice of Violation, Notice of Enforcement, or other citation, as defined in the Travis County policy regarding consideration of the safety record of bidders, for a violation of an environmental protection law or regulation at a facility, or for any Contractor affiliated company or operation associated with the facility, shall be deemed evidence of failure to use best industry practices and shall be grounds for terminating this contract.

11. SITE VISITS: Prospective bidders are encouraged to visit and review all service locations, which have been specified in the Specifications. It is the bidder’s responsibility to make all investigation necessary to be thoroughly informed regarding departments listed in the Specifications. A site visit can be arranged by contacting the Purchasing Office

Point of Contact and the Contract Administrator.

12. PRE-AWARD SURVEY: After bid opening and prior to award, County reserves the right to make a pre-award survey of any of all bidder’s facilities and equipment to be used in the performance of work under this solicitation. Bidder agrees to allow all reasonable requests for inspection of such facilities with one (1) week notice. Failure to allow such an inspection shall be cause of rejection of bid as non-responsive. County reserves the right to reject facilities or equipment as unacceptable to performance under this solicitation as a result of such pre-award survey. In addition, bidder’s reputation relating to qualify of performance may also be used for purposes of evaluating bidder’s suitability for award under this solicitation.

13. INSURANCE: Contractor shall have and shall require all subcontractors providing services to obtain and maintain, standard insurance sufficient to cover the needs of both Contractor and all Subcontractors pursuant to applicable mailto:Jay.Doyle@traviscountytx.gov generally accepted business standards. Upon prior reasonable notice to Contractor, County may review insurance requirements and require Contractor to make reasonable adjustments when the scope of Services has been expanded.

Contractor is responsible for all premiums, deductibles, and self-insured retention. Contractor shall obtain insurance that meets the following standards:

Coverage written by companies licensed in Texas with an A.M. Best rating of B+ VIII or higher;

Coverage written as Combined Single Limits or structured using primary and excess or umbrella coverage that follows the form of the primary policy;

Coverage that provides at least the types and limits in this Attachment.

As evidence of coverage, Contractor shall provide a Certificate of Insurance issued by the writing agent or carrier to the Purchasing Agent within 10 working days after both Parties execute this Agreement. The Certificate must state the Travis County contract number, show all deductibles and self-insured retention, and include all endorsements required by that type of coverage by number. Upon County’s request and without expense, County may receive certified copies of policies and endorsements.

Insurance which includes Travis County as Additional Insured is considered primary for all claims except for professional liability and E & O Policies.

Contractor shall not allow any insurance to be cancelled or lapse during any term of this Agreement. The minimum types and limits of insurance coverage are:

A. Workers' Compensation and Employers' Liability Insurance

1. Coverage shall be consistent with statutory benefits outlined in the Texas Workers' Compensation Act.

2. Employers' Liability limits are:

$500,000 bodily injury each accident $500,000 bodily injury by disease $500,000 policy limit

3. Policies under this Section shall apply to State of Texas and include the following endorsements in favor of Travis County:

a. Waiver of Subrogation

b. Thirty (30) day Notice of Cancellation

B. Commercial General Liability Insurance

1. Minimum limit: $2,000,000 per occurrence for coverage A and B with a $2,000,000 policy aggregate

2. The Policy shall contain or be endorsed as follows:

a. Blanket contractual liability for this Contract

b. Independent Contractor Coverage

3. The Policy shall also include the following endorsements in favor of Travis County:

a. Waiver of Subrogation

c. Travis County named as additional insured

Owners and Contractors Protective Insurance at $1,000,000 per occurrence in lieu of additional insured endorsement on the GL policy.

C. Business Automobile Liability Insurance

1. Coverage for all owned, non-owned, and hired vehicles shall be maintained with a combined single limit of $1,000,000 per occurrence.

2. Policy shall also include the following endorsements in favor of Travis County:

a. Waiver of Subrogation

D. Builders Risk/Property Insurance

1. Minimum Limit: $1,000,000 per occurrence

2. If coverage is written on a claims made policy, the retroactive date shall be prior to the date services begin under this Contract or the effective date of this Contract, whichever comes first. Coverage shall include a three (3) year extended reporting period from the date this Contract expires or is terminated.

Certificate of Insurance shall clarify coverage is claims made and shall contain both the retroactive date of coverage and the extended reporting period date.

E. Pollution/Environmental Insurance

1. Minimum Limit: $1,000,000 per occurrence

2. If coverage is written on a claims made policy, the retroactive date shall be prior to the date services begin under this Contract or the effective date of this Contract, whichever comes first. Coverage shall include a three (3) year extended reporting period from the date this Contract expires or is terminated.

Certificate of Insurance shall clarify coverage is claims made and shall contain both the retroactive date of coverage and the extended reporting period date.

3. Policy shall also include the following endorsements in favor of Travis County:

a. Waiver of Subrogation

F. Umbrella Coverage

1. Minimum Limit: $5,000,000 excess

2. Must follow form of Primary coverages

3. The Policy shall also include the following endorsements in favor of Travis County:

a. Waiver of Subrogation

GENERAL PROVISIONS FOR INVITATION FOR BIDS (IFB)

1.0 GENERAL DEFINITIONS

1.1 "Auditor" means the Travis County Auditor or designee.

1.2 "Commissioners Court" means Travis County Commissioners Court.

1.3 “Contract” means the contract awarded pursuant to the Invitation for Bids.

1.4 “Contractor” means a person or firm receiving an award of contract from Commissioners Court.

1.5 "County" means Travis County, Texas, a political subdivision of the State of Texas.

1.6 "County Building" means any County owned buildings and does not include buildings leased by County.

1.7 "Historically Underutilized Business" or "HUB" means any entity or association formed to make a profit in which one (1) or more persons who are educationally or economically disadvantaged because of their identification as members of one of the following groups: African Americans, Hispanic Americans, Asian Pacific Americans, Native Americans or Women of any ethnicity have the following rights:

1.7.1 own at least fifty-one percent (51%) of all classes of shares or other equitable securities and have incidents of ownership, including an interest in profit and loss, equivalent to the percentage of capital, equipment or expertise contributed to the business where ownership is measured as though the community property interest of a spouse is the separate property of that spouse, if both spouses certify in writing that the non-participating spouse relinquishes control over his or her spouse, and his or her community property, and not as if it is subject to the community property interest of the other spouse; and

1.7.2 have a proportionate interest and demonstrated active participation in the control, operation and management of the business's affairs; where control means having recognized ultimate control over all day-to-day decisions affecting the business, and is be known to, and at least tacitly acknowledged in day-to-day operations by employees of the business and by those with whom business is conducted, and holding a title commensurate with that control.

1.8 "Is doing business" and "has done business" mean:

1.8.1 Paying or receiving in any calendar year any money or other valuable thing which is worth more than $250 in the aggregate in exchange for personal services or for purchase of any property or property interest, either real or personal, either legal or equitable; or

1.8.2 Loaning or receiving a loan of money; or goods or otherwise creating or having in existence any legal obligation or debt with a value of more than $250 in the aggregate in a calendar year;

1.8.3 But does not include:

1.8.3.1 any retail transaction for goods or services sold to a Key Contracting Person at a posted, published, or marked price available to the general public.

1.8.3.2 any financial services product sold to a Key Contracting Person for personal, family or household purposes in accordance with pricing guidelines applicable to similarly situated individuals with similar risks as determined by Contractor in the ordinary course of its business; and

1.8.3.3 a transaction for a financial service or insurance coverage made on behalf of Contractor if Contractor is a national or multinational corporation by an agent, employee or other representative of Contractor who does not know and is not in a position that he or she should have known about the Contract.

1.9 "Key Contracting Person" means any person or business listed in Exhibit A to Sworn Declaration.

1.10 "Purchasing Agent" means the Travis County Purchasing Agent.

1.11 “Sub-contractor” means a person or firm doing business with a Contractor.

2.0 FUNDING. Funds for payment on this Contract have been provided through the County budget approved by

Commissioners Court for this fiscal year only. State of Texas statutes prohibit the obligations and expenditure of public funds beyond the fiscal year for which a budget has been approved. However, the cost of items or services covered by this Contract is considered a recurring requirement and is included as a standard and routine expense of Travis County to be included in each proposed budget within the foreseeable future. County Commissioners expect this to be an integral part of future budgets to be approved during the period of this Contract except for unanticipated needs or events which may prevent such payments against this Contract. However, County cannot guarantee the availability of funds and enters into this Contract only to the extent such funds are made available.

The Fiscal Year for County extends from October 1st of each calendar year to September 30th of the next calendar year.

3.0 FUNDING OUT. Despite anything to the contrary in this Contract, if, during budget planning and adoption, Commissioners Court fails to provide funding for this Contract for the following fiscal year of County, County may terminate this Contract after giving Contractor thirty (30) calendar days written notice that this Contract is terminated due to the failure to fund it.

4.0 INVOICING/PAYMENTS

4.1 Contractor shall provide County with an Internal Revenue Form W-9, Request for Taxpayer Identification Number and Certification, that is completed in compliance with the Internal Revenue Code and its rules and regulations before any Contract funds are payable.

4.2 As a minimum, invoices shall include:

4.2.1 name, address, and telephone number of Contractor and similar information in the event payment is to be made to a different address;

4.2.2 County Contract or Purchase Order number;

4.2.3 identification of products or services as outlined in this Contract;

4.2.4 quantity or quantities, applicable unit prices, total prices, and total amount; and

4.2.5 any additional payment information called for by this Contract. County will not pay invoices that are in excess of the amount authorized by the purchase order.

4.3 Payment shall be made by check or warrant by County upon satisfactory delivery and acceptance of products and services and submission of an invoice to the address below:

County Auditor P.O. Box 1748 Austin, Texas 78767

4.4 Payment shall be deemed to have been made on the date of mailing of the check or warrant. For purposes of payment discounts, time will begin upon satisfactory delivery of products and services and/or submission of acceptable invoice, whichever is last. Partial payments will not be made unless specifically requested and approved by County prior to Contract award.

4.5 Accrual and payment of interest on overdue payments shall be governed by TEX. GOV'T CODE ANN., ch.

2251.

5.0 COUNTY TAXES. If the Contractor subsequently becomes delinquent in the payment of County taxes, that will be grounds for cancellation of the contract. Despite anything to the contrary, if the contractor is delinquent in payment of County property taxes at the time of invoicing, Contractor assigns any payments to be made for performance under this contract to the County Tax Assessor-Collector for the payment of delinquent taxes.

6.0 PROMPT PAYMENT ACT. Accrual and payment of interest on overdue payments will be governed by Chapter 2251 of the Texas Government Code.

7.0 FOB POINT. Delivery of all products under this contract shall be made Free on Board to final destination, at the address shown in this contract or as indicated on each Purchase Order placed against this contract. The title and risk of loss of the goods shall not pass to County until acceptance takes place at the F.O.B. point.

8.0 INSPECTION AND ACCEPTANCE. The County office or department receiving items pursuant to this contract shall inspect and accept only those items that are satisfactory to them and reject those items which are damaged, or which do not conform to specifications. Contractor shall be responsible for the proper labeling, packing, and delivery to final destination, including replacement of rejected deliveries.

9.0 VARIATION IN QUANTITY. No variation in the quantity of any item called for by this contract will be accepted unless such variation has been caused by conditions of loading, shipping, or packing, or allowances in manufacturing processes, and then only to the extent, if any, specified elsewhere in this contract.

10.0 OFFICIALS NOT TO BENEFIT. If a member of Commissioners Court belongs to a cooperative association, the County may purchase equipment, supplies, or services from the association only if no member of the Commissioners Court will receive a pecuniary benefit from the purchase, other than as reflected in an increase in dividends distributed generally to members of the association.

11.0 CIVIL RIGHTS AND EQUAL OPPORTUNITY IN EMPLOYMENT

11.1 Compliance with Regulations: Contractor shall comply with the requirements relative to nondiscrimination in Federally Assisted programs, including but not limited to Title VI of the 1964 Civil Rights Act (42 USC Section 2000d, et. seq.), and 49 CFR Part 21, both as explained in Federal Transit Administration (FTA) Circular 4702.1A, as they may be amended (the “Regulations”), which are herein incorporated by reference and made a part of this Agreement.

11.2 Nondiscrimination: Regarding the work performed by Contractor under this Agreement, it shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. Seller shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the Regulations, including employment practices.

11.3 Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Contractor of the Contractor's obligations under this Agreement and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin.

11.4 Sanctions for Noncompliance: If Contractor does not comply with the nondiscrimination provisions of this Agreement, County shall impose the sanctions that it determines are appropriate, including, but not limited to, withholding of payments to Contractor under the Agreement until Contractor complies, or until cancellation, termination or suspension of the Agreement, in whole or in part.

11.5 Reporting: The Contractor further agrees that the County or its duly authorized representatives shall have access to any and all books, documents, papers, reports and records of the Contractor, which the County deems are directly pertinent to the services to be performed under this Agreement for the purposes of making audits, examinations, excerpts, and transcriptions, and to ascertain compliance with federal and state employment discrimination laws. Contractor shall provide all information and reports required by Title VI of the 1964 Civil Rights Act (42 USC Section 2000d, et. seq.) and any regulations or directives issued pursuant to them. Contractor shall permit access to its books, records, accounts, other sources of information and its facilities as County may determine to be pertinent to ascertain compliance with these regulations, orders, and instructions. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish this information, Contractor shall so certify to the County, as appropriate, and shall state what efforts it has made to obtain the information.

11.6 Incorporation of Provisions: Contractor shall include the provisions of sections 11.0 – 11.7 (regarding nondiscrimination and reporting) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant to them.

11.7 During the performance of this Contract, the Contractor, for itself, its assignees, and successors in interest agrees to comply with the following nondiscrimination statutes and authorities; including but not limited to:

Pertinent Nondiscrimination Authorities:

Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21.

The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);

Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex);

Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27;

The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age);

Airport and Airway Improvement Act of 1982, (49 U.S.C. § 4 71, Section 4 7123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex);

The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms “programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients, and contractors, whether such programs or activities are Federally funded or not);

Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38;

The Federal Aviation Administration's Nondiscrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex);

Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations;

Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, reasonable steps must be taken to ensure that LEP persons have meaningful access to programs (70 Fed. Reg. at 74087 to 74100);

Title IX of the Education Amendments of 1972, as amended, which prohibits discrimination because of sex in education programs or activities (20 U.S.C. 1681 et seq).

12.0 CHANGES

12.1 This Contract may be amended only by written instrument signed by both County and Contractor. It is acknowledged by Contractor that NO OFFICIAL, EMPLOYEE, AGENT OR REPRESENTATIVE OF COUNTY HAS ANY AUTHORITY, EITHER EXPRESS OR IMPLIED, TO CHANGE THE SCOPE OF THIS CONTRACT OR OTHERWISE AMEND THIS CONTRACT, OR ANY ATTACHMENTS HERETO, UNLESS EXPRESSLY GRANTED

THAT AUTHORITY BY THE COMMISSIONERS COURT.

12.2 Contractor shall submit all requests for changes to this Contract or any attachment(s) to it to the Purchasing Agent. The purchasing Agent shall present Contractor's requests to Commissioners Court for consideration.

13.0 REPRESENTATIONS

13.1 Contractor represents that he has thoroughly examined the drawings, specifications, schedule, instructions and all other contract documents. Contractor has made all investigations necessary to be thoroughly informed regarding plant and facilities for delivery of material, equipment and/or services as required by the proposal conditions.

13.2 The Contractor's delivery time includes weekends and holidays.

13.3 Contractor certifies that he is a qualified, bondable business entity that he is not in receivership or contemplates it and has not filed for bankruptcy. He further certifies that the Company, Corporation, Partnership, or Sole Proprietorship is not delinquent with respect to payment of County property taxes.

13.4 Contractor warrants that all applicable patents and copyrights which may exist on items that will be supplied under the contract have been adhered to and further warrants that County shall not be liable for any infringement of those rights. Warranties granted County shall apply for the duration of this contract or for the life of equipment or supplies purchased, whichever is longer. County must not extend use of the granted exclusive rights to any other than County employees or those with whom County has established a relationship aimed at furthering the public interest, and then only for official public uses.

County will not knowingly or intentionally violate any applicable patent, license, or copyright. Contractor must indemnify County, its officers, agents, and employees against all claims, suits, and liability of every kind, including all expenses of litigation, court costs, and attorney's fees arising in connection with any alleged or actual infringement of existing patents, licenses or copyrights applicable to items sold.

13.5 The Contractor warrants that upon execution of a contract with the County, he will not engage in employment practices which have the effect of discriminating against employees or prospective employees because of age, religion, race, color, sex, creed, handicap, or national origin and will submit reports as the County may require to assure compliance. Contractor shall provide all information and reports required by the Regulations or directives issued pursuant to them. Contractor shall permit access to its books, records, accounts, other sources of information and its facilities as County may determine to be pertinent to ascertain compliance with these Regulations, orders, and instructions. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish this information, Seller shall so certify to the County, as appropriate, and shall state what efforts it has made to obtain the information.

13.6 Contractor warrants to County that all items delivered, and all services rendered will conform to the specifications, drawings, or other descriptions furnished or incorporated by reference, and will be of merchantable quality, good workmanship, and free from defects. Contractor further agrees to provide copies of applicable warranties or guarantees to the Purchasing Agent. Copies will be provided within 10 days after the Notice of Award is issued. Return of merchandise under warranty shall be at Contractor's expense.

13.7 The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees and established commercial selling agencies maintained by the Contractor to secure business. For breach of this warranty, County shall have the right to terminate this contract without liability, or in its discretion to deduct from the contract price, or otherwise recover, the full amount of commission, percentage, brokerage, or contingent fee.

14.0 SUBCONTRACTS

14.1 Contractor shall not enter into any subcontracts for any service or activity relating to the performance of this Contract without the prior written approval or the prior written waiver of this right of approval from County. IT IS ACKNOWLEDGED BY CONTRACTOR THAT NO OFFICER, AGENT, EMPLOYEE OR REPRESENTATIVE OF COUNTY HAS THE AUTHORITY TO GRANT SUCH APPROVAL OR WAIVER UNLESS

EXPRESSLY GRANTED THAT SPECIFIC AUTHORITY BY THE COMMISSIONERS COURT.

14.2 If a subcontract is approved, Contractor must make a "good faith" effort to take all necessary and reasonable steps to ensure HUBs maximum opportunity to be subcontractors under this Contract.

Contractor must obtain County approval of all proposed HUB subcontractors through the Purchasing Agent. Failure by Contractor to make a good faith effort to employ HUBs as subcontractors constitutes a breach of this Contract and may result in termination of this Contract.

15.0 ASSIGNMENT

15.1 The parties to this Contract shall not assign any of the rights or obligation hereunder without the prior written consent of the other party. NO OFFICIAL, EMPLOYEE, REPRESENTATIVE OR AGENT OF COUNTY HAS THE AUTHORITY TO APPROVE ANY ASSIGNMENT UNDER THIS CONTRACT UNLESS THAT SPECIFIC

AUTHORITY IS EXPRESSLY GRANTED BY COMMISSIONERS COURT.

15.2 The terms, provisions, covenants, obligations and conditions of this Contract are binding upon and inure to the benefit of the successors in interest and the assigns of the parties to this Contract if the assignment or transfer is made in compliance with the provisions of this Contract.

15.3 Contractor remains responsible for the performance of this Contract when there is a change of name or change of ownership. If a change of name is required, the Purchasing Agent shall be notified immediately.

No change in the obligation of or to Contractor will be recognized until it is approved by Commissioners Court.

16.0 DISPUTES AND APPEALS. The Purchasing Agent acts as the County representative in the issuance and administration of this contract in relation to disputes. Any document, notice, or correspondence not issued by or to the Purchasing Agent or other authorized County person, in relation to disputes is void unless otherwise stated in this contract. If the Contractor does not agree with any document, notice, or correspondence issued by the Purchasing Agent, or other authorized County person, the Contractor must submit a written notice to the Purchasing Agent within ten (10) calendar days after receipt of the document, notice, or correspondence, outlining the exact point of disagreement in detail. If the matter is not resolved to the Contractor’s satisfaction, Contractor may submit a written Notice of Appeal to the Commissioners Court, through the Purchasing Agent, if the Notice is submitted within ten (10) calendar days after receipt of the unsatisfactory reply. Contractor then has the right to be heard by Commissioners Court.

17.0 MEDIATION. When mediation is acceptable to both parties in resolving a dispute arising under this Agreement, the parties agree to use a mutually agreed upon mediator, or a person appointed by a court of competent jurisdiction, for mediation as described in Section 154.023 of the Texas Civil Practice and Remedies Code. Unless both parties are satisfied with the result of the mediation, the mediation will not constitute a final and binding resolution of the dispute. All communications within the scope of the mediation shall remain confidential as described in §154.073 of the Texas Civil Practice and Remedies Code, unless both parties agree, in writing, to waive the confidentiality.

18.0 FORCE MAJEURE. If the performance by either party of any of its obligations under this Contract is interrupted or delayed due to an act of God or the common enemy or as the result of war, riot, civil commotion, sovereign conduct, or the act or conduct of any person or persons not a party to this Contract, then it shall be excused from performance for such period of time as is reasonably necessary to remedy the effects thereof.

19.0 NON-WAIVER OF DEFAULT

19.1 No payment, act or omission by County may constitute or be construed as a waiver of any breach or default of Contractor which then exists or may subsequently exist. NO OFFICIAL, AGENT, EMPLOYEE OR

REPRESENTATIVE OF COUNTY MAY WAIVE ANY BREACH OF ANY TERM OR CONDITION OF THIS CONTRACT

UNLESS EXPRESSLY GRANTED THAT SPECIFIC AUTHORITY BY THE COMMISSIONERS COURT.

19.2 All rights of County under this Contract are specifically reserved and any payment, act or omission shall not impair or prejudice any remedy or fight to County under it. Any right or remedy in this Contract shall not preclude the exercise of any other right or remedy under this Contract or under any law, nor shall any action taken in the exercise of any right or remedy be deemed a waiver of any other rights or remedies.

20.0 TERMINATION FOR DEFAULT. Failure by either County or Contractor to perform any provisions of this Contract shall constitute a breach of contract. Either party may require corrective action within ten (10) calendar days after date of receipt of written notice citing the exact nature of the other's breach. Failure to take corrective action or failure to provide a satisfactory written reply excusing such failure within the ten (10) calendar days shall constitute a default. The defaulting party shall be given a twenty (20) calendar day period within which to show cause why this Contract shall not be terminated for default. All notices for corrective action, breach, default or show cause on behalf of County shall be issued by the Purchasing Agent or County legal representative only, and all replies to the same shall be made in writing to the County Purchasing Agent or County legal representative at the address provided herein. Notices issued by or to anyone other than the Purchasing Agent or County legal representative shall be null and void and shall be considered as not having been issued or received. County reserves the right to enforce the performance of this Contract in any manner prescribed by law in case of default and may contract with another party with or without competition or further notification to the contractor. At a minimum, Contractor shall be required to pay any difference in the cost of securing the services covered by this Contract or compensate for any loss or damage to the County derived hereunder if it becomes necessary to contract with another source because of a default, plus reasonable administrative costs and attorney's fees. In the event of termination for default, County, its agents or representatives, shall not be liable for loss of any profits anticipated under this Contract.

21.0 TERMINATION FOR CONVENIENCE. County reserves the right to terminate this Contract upon thirty (30) days written notice for any reason deemed by the Commissioners Court to serve the public interest, or resulting from any governmental law, ordinance, regulation, or court order. In the event of such termination, County shall pay Contractor those costs directly attributable to work done in preparation for compliance with this Contract prior to termination; provided, however, that no costs shall be paid which are recoverable in the normal course of the business in which Contractor is engaged, nor shall County pay any costs which can be mitigated through the sale of supplies or inventories. If County pays for the cost of supplies or materials obtained for use under this Contract those supplies or materials shall become the property of County and shall be delivered to the FOB point shown in this Contract, or as designated by the Purchasing Agent. County shall not be liable for loss of any profits anticipated under this Contract.

22.0 GRATUITIES. Contractor shall not provide any gratuity in any form, including entertainment, gifts, or otherwise, to any employee, buyer, agent, or representative of County with a view to securing a contract, or securing favorable treatment with respect to the award or amendment, or the making of any determination with respect to the performance of this Contract. County may terminate this Contract if it is found that gratuities of any kind including entertainment, or gifts were offered or given by the Contractor or any agent or representative of the Contractor, to any County Official or employee with a view toward securing favorable treatment with respect of this contract.