RFP No. F-21-017-LI_1-12-14-2020.pdf

AMENDMENT No. 1

DATED: December 14, 2020

Palm Beach County Purchasing Department

50 South Military Trail, Suite 110, West Palm Beach, FL 33415

RFP No. F-21-017/LI

Title: Bus Stop Shelter Expansion and Replacement Program

REVISED Request for Proposal Due Date: January 6, 2021

This Amendment is issued to provide additional information and clarification to the RFP document:

A. Proposers are advised of the following changes to the RFP:

1. The Deadline for receipt of proposals has been changed from December 21, 2020, to January 6, 2021. The time remains 4:00 p.m. local time.

2. A revised Section 1.8 TIMETABLE will be provided in an Amendment No. 2 that will be issued shortly.

3. NOTE: As it relates exclusively to the outreach coordination for the SBE/DBE Goal

Established for this Solicitation, proposers may contact Claudia Salazar, Palm Tran’s DBE Liaison, at (561) 841-4241 or e-mail csalazar@pbcgov.org.

4. APPENDIX D, SPECIAL CONTRACT PROVISIONS, has been revised to add the WAGE DETERMINATION information. Delete APPENDIX D, SPECIAL CONTRACT PROVISIONS, in its entirety and in lieu thereof replace it with the APPENDIX D, REVISED SPECIAL CONTRACT PROVISIONS, provided in this Amendment as Attachment No. 1. Proposers shall submit the APPENDIX D, REVISED SPECIAL CONTRACT PROVISIONS, in place of the original APPENDIX D, SPECIAL CONTRACT PROVISIONS, in your proposals.

5. The sign-in sheet from the Pre-Proposal Conference held on December 1, 2020, is provided in this Amendment as Attachment No. 2.

6. A copy of the audio recording of the Non-Mandatory Pre-Proposal Conference on December 1, 2020, can be provided through a public records request to Angela Sims by e-mail at asims1@pbcgov.org or by phone at (561) 616-6846.

mailto:csalazar@pbcgov.org mailto:asims1@pbcgov.org

AMENDMENT No. 1 to RFP No. F-21-017/Ll

All changes addressed in this Amendment No. 1 shall be incorporated into RFP No.

F-21-017/Ll and the final contract. All other terms and conditions of the RFP remain the same and unchanged.

NOTE: Please acknowledge receipt of this Amendment No. 1 by signing below and returning this page with your Proposal Response. Each Amendment to the RFP shall be signed by an authorized agent and submitted with the proposal or the proposal shall be deemed non-responsive.

Donna Pagel, Purchasing Manager

ACKNOWLEDGMENT:

COMPANY NAME SIGNATURE

DATE

Attachment No. 1 to Amendment No 1 to RFP No. F-21-017/LI

Palm Beach County Board of County Commissioners

PALM TRAN

REVISED AUGUST 11, 2020

APPENDIX D

REVISED SPECIAL CONTRACT PROVISIONS

This contract or purchase order is funded with Federal assistance awarded by the U.S. Department of Transportation, Federal Transit Administration (FTA) through a Grant Agreement with Palm Beach County and governed by the provisions listed under the Master Grant Agreement, as amended. Therefore, all activities related to this project are subject to the following conditions, which are outlined in greater detail in the Office of Management and Budget Guidance Regulations at 2 CFR Part 200—Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, (FTA) Circular 4220.1F, “Third Party Contracting Guidelines,” as amended, and other laws and regulations governing procurement activities for Palm Beach County’s programs and projects.

Master Grant Agreement FTA MA (26) dated October 1, 2019:

https://www.transit.dot.gov/funding/grantee-resources/sample-fta-agreements/fta-master-agreement-fiscal-year-2020

Circular 4220.1F Third Party Contracting Guidance:

https://www.transit.dot.gov/sites/fta.dot.gov/files/docs/Third%20Party%20Contracting%20Guidance%20%28Circular%204220.1F%29.pdf

The Code of Federal Regulations (CFR) website is available at: https://www.ecfr.gov/cgi-bin/ECFR?page=browse

If you are unable or unwilling to comply with these conditions, or need clarification as to applicability of an individual requirement, contact the Palm Beach County Purchasing Department.

PART A

GENERAL CONDITIONS – APPLICABLE TO THIS SOLICITATION

STATEMENT OF FINANCIAL ASSISTANCE. This procurement is funded in part by a contract between Palm Beach County and the U.S. Department of Transportation, Federal Transit Administration. Therefore, the following Special Contract Provisions apply to this procurement.

1. Prohibited Interest. No employee, officer, or agent of the County shall participate in the selection, award, or administration of a contract if a real or apparent conflict of interest would be involved. Such a conflict would arise when the employee, officer, or agent of the County, or any member of his or her immediate family, his or her partner, or an organization which employs, or is about to employ any of the above, has a financial or other interest in the firm selected for award (CONTRACTOR). No the County employee, officer, or agent shall solicit or accept gratuities, favors, or anything of monetary value from any CONTRACTOR, potential CONTRACTOR, or parties to subagreements.

2. Interest of Members of Congress. No member of, or delegate to, the Congress of the United States shall be admitted to a share or part of this solicitation or to any benefit arising therefrom.

3. No Government Obligation to Third Parties. The CONTRACTOR agrees that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to the Recipient, CONTRACTOR or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract. The CONTRACTOR agrees to include the above clause in each subcontract related in whole or in part with this contract.

4. Program Fraud and False or Fraudulent Statements.

The CONTRACTOR acknowledges and agrees that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the CONTRACTOR certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the CONTRACTOR further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the CONTRACTOR to the extent the Federal Government deems appropriate.

The CONTRACTOR also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. chapter 53, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5323(l) on the CONTRACTOR, to the extent the Federal Government deems appropriate. The CONTRACTOR agrees to include the above clause in each subcontract related in whole or in part with this contract.

https://www.transit.dot.gov/funding/grantee-resources/sample-fta-agreements/fta-master-agreement-fiscal-year-2020 https://www.transit.dot.gov/sites/fta.dot.gov/files/docs/Third%20Party%20Contracting%20Guidance%20%28Circular%204220.1F%29.pdf https://www.ecfr.gov/cgi-bin/ECFR?page=browse

Palm Beach County Board of County Commissioners

PALM TRAN

REVISED AUGUST 11, 2020

5. Federal Changes. The CONTRACTOR shall at all times comply with all applicable FTA regulations, policies, procedures and directives, included without limitation those listed directly or by reference in the Master Agreement, as they may be amended or promulgated from time to time during the term of the resulting contract. The CONTRACTOR agrees to include the above clause in each subcontract related in whole or in part with this contract.

6. Incorporation of Federal Transit Administration (FTA) Terms. The provisions contained in the Special Contract Provisions include, in part, standard terms and conditions required by the U.S. Department of Transportation (USDOT), whether or not expressly set forth in the contract provisions. All contractual provisions required by USDOT, as set forth in FTA Circular 4220.1F, as amended, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA-mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this solicitation. The CONTRACTOR shall not perform any act, fail to perform any act, or refuse to comply with any the County request which would cause the County to be in violation of the FTA terms and conditions. The CONTRACTOR agrees to include the above clause in each subcontract related in whole or in part with this contract.

7. Access to Records and Site of Performance.

The CONTRACTOR agrees to provide the County, the U.S. Secretary of Transportation or the Secretary’s duly authorized representatives, to the Comptroller General of the United States, and the Comptroller General’s duly authorized representatives, sufficient access to inspect and audit records and information which are directly pertinent to this solicitation and resulting contract.

a. Record Retention. The CONTRACTOR will retain, and will require its subcontractors of all tiers to retain, complete and readily accessible records related in whole or in part to the contract, including, but not limited to, data, documents, reports, statistics, sub-agreements, leases, subcontracts, arrangements, other third party agreements of any type, and supporting materials related to those records.

b. Retention Period. The CONTRACTOR agrees to comply with the record retention requirements in accordance with 2 C.F.R. § 200.333. The CONTRACTOR shall maintain all books, records, accounts and reports required under this Contract for a period of at not less than five (5) years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto.

c. Access to Records. The CONTRACTOR agrees to provide sufficient access to the parties listed above and its CONTRACTORs to inspect and audit records and information related to performance of this contract as reasonably may be required.

d. Access to the Sites of Performance. The CONTRACTOR agrees to permit the parties listed above and its CONTRACTORs access to the sites of performance under this contract as reasonably may be required.

e. The CONTRACTOR agrees to include the above clause in each subcontract related in whole or in part with this contract.

8. Federal Civil Rights Laws and Regulations. The following Federal Civil Rights laws and regulations apply to this solicitation and resulting contract:

a) Nondiscrimination in Federal Public Transportation Programs. The CONTRACTOR agrees to follow the Nondiscrimination in Federal Public Transportation Programs requirements as they apply to this solicitation, and will:

1) Prohibit discrimination on the basis of race, color, religion, national origin, sex (including gender identity), disability, or age.

2) Prohibit the exclusion from participation in employment or a business opportunity for reasons identified in 49 U.S.C. §

5332,

3) Prohibit the denial of program benefits in employment or a business opportunity identified in 49 U.S.C. § 5332, or

4) Prohibit the discrimination identified in 49 U.S.C. § 5332, including discrimination in employment or a business opportunity identified in U.S.C. § 5332.

5) Follow the most recent edition of FTA Circular 4702.1, “Title VI Requirements and Guidelines for Federal Transit

Administration Recipients” to the extent consistent with applicable federal laws, regulations, requirements and guidance, and other applicable federal guidance; but

6) FTA does not require an Indian Tribe to comply with FTA program-specific guidelines for Title VI when administering its Underlying Agreement supported with federal assistance under the Tribal Transit Program.

b) Nondiscrimination as per Title VI of the Civil Rights Act. The CONTRACTOR agrees to comply with the following Title VI

Civil Rights Act requirements as they apply to this solicitation, and will:

Palm Beach County Board of County Commissioners

PALM TRAN

REVISED AUGUST 11, 2020

1) Prohibit discrimination on the basis of race, color, or national origin,

2) Comply with:

i. The Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C § 2000d et seq.,

ii. U.S. DOT regulations, “Nondiscrimination in Federally-Assisted Programs of the Department of Transportation- Effectuation of Title VI of the Civil Rights Act of 1964,” 49 C.F.R. part 21, and

iii. Federal Transit law, specifically 49 U.S.C. § 5332

3) Follow the most recent edition of FTA Circular 4702.1, “Title VI Requirements and Guidelines for Federal Transit Administration Recipients,” to the extent consistent with applicable federal laws, regulations, requirements, and guidance and,

4) Follow U.S. DOJ, “Guidelines for the enforcement of Title VI, Civil Rights Act of 1964,” 28 C.F.R. § 50.3, and

5) Follow all and other applicable federal guidance that may be issued

c) Equal Employment Opportunity. The CONTRACTOR agrees to, and assures that it will prohibit discrimination based on race, color, religion, sex, sexual orientation, gender identity, or national origin, and will:

1) Comply with Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq.,

2) Facilitate compliance with Executive Order No. 11246, “Equal Employment Opportunity” September 24, 1965, 42 U.S.C.

§ 2000e note, as amended by any later Executive Order that amends or supersedes it in part and is applicable to federal assistance programs,

3) Comply with federal transit law, specifically 49 U.S.C. § 5332, as provided in section 12 of the Master Agreement, MA (26).

4) Comply with FTA Circular 4704.1 “Equal Employment Opportunity (EEO) Requirements and Guidelines for Federal Transit Administration Recipients,” and

5) Follow other federal guidance pertaining to EEO laws, regulations, and requirements, and prohibitions against discrimination on the basis of disability.

6) Specifics. The CONTRACTOR agrees to, and assures that it will:

i. Affirmative Action. If required to do so by U.S. DOT regulations (49 C.F.R. part 21) or U.S. Department of Labor regulations (41 C.F.R. chapter 60), take affirmative action that includes, but is not limited to:

(A) Recruitment advertising, recruitment, and employment;

(B) Rates of pay and other forms of compensation;

(C) Selection for training, including apprenticeship, and upgrading; and

(D) Transfers, demotions, layoffs, and terminations; but

ii. Indian Tribe. Recognize that Title VII of the Civil Rights Act of 1964, as amended, exempts Indian Tribes under the definition of “Employer;” and

7) DOL EEO Requirements for Construction Activities. The CONTRACTOR agrees to, and assures that it will comply, when undertaking “construction” as recognized by the U.S. Department of Labor (U.S. DOL), with:

i. U.S. DOL regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” 41 C.F.R. chapter 60; and

ii. Executive Order No. 11246, “Equal Employment Opportunity in Federal Employment,” September 24, 1965, 42 U.S.C. § 2000e note (30 Fed. Reg. 12319, 12935), as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note.

The CONTRACTOR agrees to include the above clause (Civil Rights) in each subcontract related in whole or in part with this contract.

9. Disadvantaged Business Enterprise (DBE). Palm Tran, as the operator and manager of the County’s public transit system, has established a Disadvantaged Business Enterprise (DBE) program in accordance with regulations of the U.S. Department of Transportation (DOT), 49 CFR Part 26.

The Code of Federal Regulation 49 CFR Part 26 defines a DBE as a for-profit small business concern that is subject to the following requirements:

a) At least 51% owned by one or more individuals who are both socially and economically disadvantaged or, in the case of a corporation, in which 51% of the stock is owned by one or more such individuals AND

b) Whose management and daily business operations are controlled by one or more of the socially and economically disadvantaged individuals who own it.

Palm Beach County Board of County Commissioners

PALM TRAN

REVISED AUGUST 11, 2020

In order to overcome the effects of discrimination and its past influence on DBEs, in compliance with DOT mandates, PALM TRAN establishes an annual overall goal for DBE participation. Attainment of this goal may be achieved through Race Neutral or Race Conscious means. Race Neutral means are aimed at achieving the participation of small businesses in the County’s contracts without respect to the gender or race of the owner. A Race Neutral program is one that, while benefiting DBEs, is not solely focused on DBE firms. When the use of Race Neutral means do not substantially contribute towards the overall agency goal for DBE participation, PALM TRAN also utilizes Race Conscious means as a method of achieving a “level playing field” for DBEs seeking to participate in federal-aid transportation contracting. Race Conscious means are aimed at achieving the desired level of participation among certified DBE firms.

9.1 This contract is being funded, in whole or in part with the Department of Transportation (DOT) financial assistance.

Accordingly, it is the policy of the County, to

a) To ensure nondiscrimination in the award and administration of DOT – assisted contracts;

b) To create a level playing field on which DBEs can compete fairly for DOT-assisted contracts;

c) To ensure that the DBE Program is narrowly tailored in accordance with applicable law;

d) To ensure that only firms that fully meet 49 CFR Part 26 eligibility standards are permitted to participate as DBEs;

e) To help remove barriers to the participation of DBEs in DOT assisted contracts;

f) To assist the development of firms that can compete successfully in the market place outside the DBE Program.

9.2 This solicitation is subject to the requirements of 49 CFR Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation (DOT) Financial Assistance Programs and Palm Beach County Resolution No. R-2014-0869 setting forth the County’s Disadvantaged Business Enterprise Program.

9.3 The CONTRACTOR and its subcontractors for this project shall take all necessary and reasonable steps under 49 C.F.R. part 26 to ensure nondiscrimination on the basis of race, color, national origin, or sex in the performance of this contract. The CONTRACTOR shall carry out applicable requirements of 49 CFR part 26 in the award and administration of the work associated with this DOT assisted contract, to ensure nondiscrimination.

Failure by the CONTRACTOR to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to:

(a) Withholding monthly progress payments;

(b) Assessing sanctions;

(c) Liquidated damages; and/or

(d) Disqualifying the CONTRACTOR from future bidding as non-responsible.

9.4 Disadvantaged Business Enterprise (DBE) and Small Business Enterprise (SBE) Participation Goals:

a) Palm Beach County encourages the Prime CONTRACTOR to make every attempt to secure a level of SBE/DBE participation that contributes toward the achievement of the overall SBE/DBE goal.

(XX) SBE/DBE Goal Established for this Solicitation: The bidder shall make a Good Faith Effort to subcontract at least

5% of the dollar value of the total amount of this contract to certified SBE/DBE Subcontractors.

Although all bidders must meet the required bid procedures specified by Palm Beach County, contracts will only be awarded to the bidder who meets either of the following criteria:

(1) Achieves the SBE/DBE participation goal as specified above

OR

(2) Submits documentation detailing the Good Faith Efforts made in researching potential SBE/DBE subcontractors

(EXHIBIT 5-E).

The CONTRACTOR agrees to take all necessary affirmative steps to assure that minority businesses, women’s business enterprises, and labor surplus area firms (certified by a cognizant agency) are used when possible. The CONTRACTOR also agrees that each subcontractor will facilitate participation by small business owned and controlled by socially and

Palm Beach County Board of County Commissioners

PALM TRAN

REVISED AUGUST 11, 2020

economically disadvantaged individuals, to assure that minority businesses, women’s business enterprises, and labor surplus area firms are used when possible. We encourage the use of Small Businesses in the general market area Broward, Miami Dade, Palm Beach and neighboring counties, there is no geographic restriction.

(b) CONTRACTOR agrees that throughout the term of this Agreement, the services as provided by the firms listed on Exhibit 5B Schedule of SBE/DBE Participation shall remain at least at the percentage levels set forth therein.

(c) CONTRACTOR shall pay its subcontractors and suppliers within thirty (30) days following receipt of payment from the COUNTY, for such subcontracted work or supplies. CONTRACTOR agrees that if it withholds an amount as retainage from its subcontractors or suppliers, that it will release such retainage and pay same within thirty (30) days following receipt of payment of retained amounts from COUNTY, or within thirty (30)) days after the subcontractor has satisfactorily completed its work, whichever shall first occur.

(d) CONTRACTOR agrees that nonpayment of a subcontractor or supplier shall be a material breach of this Agreement and that

COUNTY may, at its option, increase allowable retainage or withhold progress payments unless and until CONTRACTOR demonstrates timely payments of sums due to such subcontractors or suppliers. CONTRACTOR agrees that the presence of a "pay when paid" provision in a subcontract shall not preclude COUNTY’s inquiry into allegations of nonpayment. The foregoing remedies shall not be employed when CONTRACTOR demonstrates that failure to pay results from a bona fide dispute with its subcontractor or supplier.

(e) CONTRACTOR agrees to submit with each pay application a report to County’s contract representative (with a copy to

Palm Tran’s DBE Liaison), on SBE/DBE participation, which should contain a record of payments made to its SBE/DBE subcontractors during the current billing period. CONTRACTOR shall utilize the form attached as Exhibit 5-C SBE/DBE Utilization Report. Reports should be submitted with each pay application.

(f) CONTRACTOR agrees to submit a Final SBE/DBE Participation Report containing the total amount paid to its SBE/DBE subcontractors to County. This report must be submitted with the CONTRACTOR’s request for final payment and release of retainage, if applicable. CONTRACTOR shall utilize the form attached as Exhibit 5-D - Final SBE/DBE Utilization Report.

(g) CONTRACTOR shall certify to COUNTY, the amounts paid to each SBE/DBE involved in the project as either a joint venture partner or pursuant to a subcontract with the small businesses. All such certifications shall be signed by both CONTRACTOR and SBEs/DBEs. One of the main purposes of these provisions is to make sure that SBEs/DBEs actually perform work committed to them at contract award.

(h) CONTRACTOR agrees that failure to provide appropriate certification as to the payment of SBEs/DBEs and participants in the agreement and provide certification in a form acceptable to COUNTY that disadvantaged business participation requirements of the agreement have been met, notwithstanding any other provisions of the Agreement, shall be cause for COUNTY to withhold further payments under the agreement until such time as such certification is received and accepted by COUNTY, and shall not entitle CONTRACTOR to terminate the agreement, to cease work to be performed, or to be entitled to any damages or extensions of time, whatsoever, due to such withholding of payment or delay in work associated thereto.

(i) CONTRACTOR agrees that it cannot terminate a SBE/DBE subcontractor for convenience and then perform the work with its own forces or its affiliate. If a situation arises that a SBE/DBE subcontractor needs to be replaced or removed from the team, CONTRACTOR must submit a written request to County’s contract representative, with a copy to Palm Tran’s DBE Liaison with detailed explanation or justification for the submission of such request. Before transmitting to the County's contract representative its request to terminate, the prime CONTRACTOR must give notice in writing to the SBE/DBE of its intent to do so. A copy of this notice must be provided to County's contract representative and Palm Tran's DBE Liaison prior to consideration of the request to terminate. The SBE/DBE will then have five (5) days to respond and advise the County and Palm Tran of why it objects to the proposed termination. If the request is due to a voluntary cessation of the SBE/DBE firm from the team, documentation supporting the voluntary cessation must accompany the request. Requests for substitution or termination of SBE/DBE subcontractors will only be approved on a case-by-case basis provided that reasons cited are properly justified. When an SBE/DBE subcontractor is terminated or fails to complete its work, CONTRACTOR must make good faith efforts to find another SBE/DBE subcontractor to substitute for the original SBE/DBE, and submit such documentation and the name of the new subcontractor to County for approval. Good faith efforts are detailed here in.

A CONTRACTOR whose performance falls short of its original commitments shall be subject to the compliance mechanisms the County had made applicable.

Palm Beach County Board of County Commissioners

PALM TRAN

REVISED AUGUST 11, 2020

Sanctions for Noncompliance with SBE/DBE Program Provisions. Failure of the CONTRACTOR to carry out SBE/DBE program provisions shall constitute a breach of the contract for default or such remedy as the County may deem appropriate.

The willful making of false statements or providing incorrect information will be referred for appropriate legal action.

9.5 SBE/DBE - Contract Compliance Monitoring

(a) Compliance monitoring is conducted to determine if CONTRACTOR and/or subcontractors are complying with the requirements of the SBE/DBE Program. Failure of the CONTRACTOR to comply with this provision may result in the COUNTY imposing penalties or sanctions pursuant to the provisions of the DBE regulations at 49 CFR Part 26.

(b) Contract compliance will encompass monitoring for contract dollar achievement and SBE/DBE CONTRACTOR utilization.

Palm Beach County and Palm Tran staff each shall have the authority to audit and monitor all contracts and contract related documents pertaining to activities under this contract. The requirements of the SBE/DBE Program are applicable to the CONTRACTOR, its general CONTRACTORs, third party CONTRACTORs, and subcontractors and suppliers.

(c) CONTRACTOR shall be responsible for ensuring that proper documentation with regard to its utilization and payment of

SBE/DBE subcontractors is maintained at all times and provided to COUNTY as required in section 9.1.

The CONTRACTOR agrees to include the above clause and sub-clauses of Section 9 in each subcontract related in whole or in part with this contract.

10. Energy Conservation. The CONTRACTOR agrees to comply with mandatory standards and policies related to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. The CONTRACTOR agrees to include the above clause in each subcontract related in whole or in part with this contract.

11. Full and Open Competition. FTA Circular 4220.1F imposes a prohibition against procurement actions and situations considered restrictive of full and open competition, examples of which include: (a) unreasonable requirements placed on firms in order for them to qualify to do business; (b) unnecessary experience and excessive bonding requirements; (c) noncompetitive pricing practices between firms or between affiliated companies; (d) noncompetitive awards to any person or firms on retainer contracts; (e) organizational conflicts of interest; (f) specification of brand name product requirements, without listing its salient characteristics or allowing “an equal” product to be provided; (g) any arbitrary action in the procurement process; (h) giving or assigning preference to companies providing domestic partnership or similar benefits; and (i) the use of statutorily or administratively imposed in-state or local geographical preferences in the evaluation of bids or proposals, except in those cases where federal statutes expressly mandate or encourage geographic preference (geographic location may be a selection criterion in procurements for architectural and engineering services provided its application leave an appropriate number of qualified firms, given the nature and size of the project, to complete the project).

12. Termination for Convenience or Default. If this solicitation is valued at $10,000 or greater (with the exception of contracts with nonprofit organizations and institutions of higher education, for which the applicable threshold is $100,000), the County may terminate the contract, in whole or in part, at any time by written notice to the CONTRACTOR when it is in the Government’s best interest. The CONTRACTOR shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The CONTRACTOR shall promptly submit its termination claim to the County. If the CONTRACTOR has any property in its possession belonging to the County, the CONTRACTOR will account for the same, and dispose of it in the manner the County directs.

If the CONTRACTOR fails to deliver supplies or to perform the services within the time specified in the contract or any extension, or if the CONTRACTOR fails to comply with any other provisions of the contract, the County may terminate the contract for default.

The County shall terminate the contract by default by delivering to the CONTRACTOR a Notice of Termination specifying the nature of the default. The CONTRACTOR will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If the contract is terminated while the CONTRACTOR has possession of County-owned goods, the CONTRACTOR shall, upon direction of the County’s contract administrator, protect and preserve the goods until surrendered to the County or its agent. The CONTRACTOR and the County shall agree on payment for the preservation and protection of goods. Failure to agree on an amount will be resolved under the Dispute clause. If, after termination for failure to fulfill contract obligations, it is determined that the CONTRACTOR was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the County.

The CONTRACTOR agrees to include the above clause in each subcontract related in whole or in part with this contract.

Palm Beach County Board of County Commissioners

PALM TRAN

REVISED AUGUST 11, 2020

13. Opportunity To Cure The COUNTY, in its sole discretion may, in the case of a termination for breach or default, allow CONTRACTOR 10 days in which to cure the defect. In such case, the Notice of Termination will state the time period in which cure is permitted and other appropriate conditions If CONTRACTOR fails to remedy to the COUNTY’S satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within 10 days after receipt by CONTRACTOR of written notice from The COUNTY setting forth the nature of said breach or default, The COUNTY shall have the right to terminate the Contract without any further obligation to CONTRACTOR. Any such termination for default shall not in any way operate to preclude The COUNTY from also pursuing all available remedies against CONTRACTOR and its sureties for said breach or default. Waiver of Remedies for any Breach In the event that The COUNTY elects to waive its remedies for any breach by CONTRACTOR of any covenant, term or condition of this Contract, such waiver by The COUNTY shall not limit The COUNTY’S remedies for any succeeding breach of that or of any other covenant, term, or condition of this Contract.

14. Recycled Products/Solid Wastes. If this solicitation is for items designated in Subpart B, 40 CFR part 247 by the EPA, and the purchaser or CONTRACTOR procures $10,000 or more of one of these items during the fiscal year or has procured $10,000 or more of such items in the previous fiscal year using federal funds, the CONTRACTOR agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 USC 6962), including, but not limited to, the regulatory provisions of 40 CFR Part 247, and Executive Order 12873. The CONTRACTOR agrees to include the above clause in each subcontract that exceeds $10,000 related in whole or in part with this contract.

15. Government-wide Debarment and Suspension. (Exhibit 3) If this solicitation has a value of $25,000 or more, this procurement is a covered transaction for purposes of 2 C.F.R. part 180, subpart C, as adopted and supplemented by U.S. DOT regulations at 2 C.F.R. part 1200. As such, the CONTRACTOR is required to verify that none of the CONTRACTOR, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945.

The CONTRACTOR agrees to comply with, and assures compliance of each third-party CONTRACTOR and subrecipient at any tier, with 49 CFR 29, Subpart C, while this offer is valid and throughout the period of any contract that may arise from this offer.

The CONTRACTOR further agrees to include a provision requiring such compliance in any lower tier covered transaction it enters into.

The CONTRACTOR shall comply and facilitate compliance with U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 C.F.R. part 1200, which adopts and supplements the U.S. Office of Management and Budget (U.S. OMB) “Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” 2 C.F.R. part 180. These provisions apply to each contract at any tier of $25,000 or more, and to each contract at any tier for a federally required audit (irrespective of the contract amount). The CONTRACTOR shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally funded contract and are not presently declared by any Federal department or agency to be:

(a) Debarred from participation in any federally assisted Award;

(b) Suspended from participation in any federally assisted Award;

(c) Proposed for debarment from participation in any federally assisted Award;

(d) Declared ineligible to participate in any federally assisted Award;

(e) Voluntarily excluded from participation in any federally assisted Award; or

(f) Disqualified from participation in ay federally assisted Award.

The Excluded Parties List in System for Award Management (SAM) contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

The CONTRACTOR shall search SAM following the directions of Exhibit 3 to this Attachment. The CONTRACTOR agrees to include the above clause in each subcontract related in whole or in part with this contract.

16. Federal Tax Liability and Recent Felony Convictions Disclosure the CONTRACTOR shall comply with the requirements of the FTA Master Agreement, as amended, which prohibits transactions with CONTRACTORS that:

(a) Has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; or

(b) Were convicted of a felony criminal violation under any Federal law within the preceding 24 months. The CONTRACTOR shall submit with its bid, the certification required (Exhibit 4).

The CONTRACTOR agrees to include the above clause in each subcontract related in whole or in part with this contract.

Palm Beach County Board of County Commissioners

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REVISED AUGUST 11, 2020

17. Buy America. If this solicitation exceeds $100,000 and use steel, iron & manufactured products, the CONTRACTOR agrees, to the extent applicable, to comply with 49 USC §5323(j) and 49 CFR Part 661, which provide that federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. Separate requirements for rolling stock are set out at 49 USC §5323(j)(2)(C) and 49 CFR 661.11. Rolling stock must be assembled in the United States and have a 60 percent domestic content. A bidder or offeror must submit to the County the appropriate Buy America certification model formats, if applicable, for which are contained as Exhibit 1, attached, with all bids or proposals on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification, if applicable, must be rejected as nonresponsive.

The CONTRACTOR agrees to include the above clause in each subcontract related in whole or in part with this contract.

18. Dispute Resolution.

The COUNTY and the CONTRACTOR intend to resolve all disputes under this Agreement to the best of their abilities in an informal manner. To accomplish this end, the parties will use an Alternative Dispute Resolution process to resolve disputes in a manner designed to avoid litigation. In general, the parties contemplate that the Alternative Dispute Resolution process will include, at a minimum, an attempt to resolve disputes through communications between their staffs, and, if resolution is not reached at that level, a procedure for review and action on such disputes by appropriate management level officials within the COUNTY and the CONTRACTOR’S organization.

In the event that a resolution of the dispute is not mutually agreed upon, the parties can agree to mediate the dispute or proceed with litigation. Notwithstanding any provision of this section, or any other provision of this Contract, it is expressly agreed and understood that any court proceeding arising out of a dispute under the Contract shall be heard by a Court de novo and the court shall not be limited in such proceeding to the issue of whether the Authority acted in an arbitrary, capricious or grossly erroneous manner.

Pending final settlement of any dispute, the parties shall proceed diligently with the performance of the Contract, and in accordance with the COUNTY’S direction or decisions made thereof.

Unless otherwise directed by COUNTY, CONTRACTOR shall continue performance under this Contract while matters in dispute are being resolved.

19. Lobbying. CONTRACTORS who apply or bid for an award of $100,000 or more shall file the certification required by U.S.

Department of Transportation regulation, “New Restrictions on Lobbying,” 49 CFR Part 20, modified as necessary for 31 USC §1352. Each tier certifies to the tier above that it will not and has not used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 USC §1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-federal funds with respect to that federal contract, grant, or award covered by 31 USC §1352. Such disclosures are forwarded from tier to tier up to the County. A certification format is appended as Exhibit 2. The CONTRACTOR agrees to include the above clause in each subcontract related in whole or in part with this contract.

20. Clean Air. The Clean Air requirements apply to all contracts exceeding $100,000, including indefinite quantities where the amount is expected to exceed $100,000 in any year. The CONTRACTOR agrees to comply with the Clean Air Act (42 U.S.C. §§ 7401 – 7671q.), as amended-contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. §§ 7401 – 7671q). The CONTRACTOR agrees to include the above clause in each subcontract related in whole or in part with this contract.

21. Clean Water. If this solicitation is valued at $100,000 or more, the CONTRACTOR agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 USC 1251 et seq.

The CONTRACTOR agrees to report each violation to the County and agrees that the County will, in turn, report each violation as required to assure notification to the FTA and the appropriate EPA regional office. The CONTRACTOR agrees to include the above clause in each subcontract related in whole or in part with this contract.

Palm Beach County Board of County Commissioners

PALM TRAN

REVISED AUGUST 11, 2020

22. Fly America. The CONTRACTOR agrees to comply with 49 USC 40118 (the “Fly America” Act) in accordance with the General Services Administration regulations at 41 CFR §§ 301-10.131-301-10.143, which provide that recipients and subrecipients of federal funds and their CONTRACTORs are required to use U.S. Flag air carriers for U.S. Government-financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The CONTRACTOR shall submit, if a foreign air carrier is used, an appropriate certification or memorandum adequately explaining why service by a U.S. Flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certification of compliance with the Fly America requirements. The CONTRACTOR agrees to include this requirement in all subcontracts that may involve international air transportation.

23. Cargo Preference. The CONTRACTOR agrees to use privately-owned U.S. Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent that such vessels are available at fair and reasonable rates for U.S. Flag commercial vessels. The CONTRACTOR also agrees to furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days for shipments originating outside the United States, a legible copy of a rated, “on-board” commercial ocean bill-of-lading in English for each shipment of cargo described above to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590, and to the County (through the CONTRACTOR in the case of subcontractor’s bill-of-lading). The CONTRACTOR further agrees to include these requirements in all subcontracts issued pursuant to the contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel. The shipping requirements can be found at 46 U.S.C. § 55305, and in U.S.

Maritime Administration regulations, “Cargo Preference- U.S. Flag Vessels,” 46 C.F.R. part 381.

24. Patent and Rights in Data. If this solicitation involves patent and rights in data requirements for federally-assisted research projects in which FTA finances in whole or in part the development of a product or information, the CONTRACTOR agrees to be bound by the terms and conditions contained at 49 CFR Part 19, Appendix A, Section 5, and with any other implementing requirements FTA may issue. These patent and rights in data requirements do not apply to capital projects or operating projects, even though a small portion of the sales price may cover the cost of product development and/or in writing the user’s manual. The CONTRACTOR agrees to include the above clause in each subcontract related in whole or in part with this contract.

25. Privacy Act. If this solicitation involves the operation of a transit service or provides transit vehicle maintenance and/or repair services for or on behalf of the County, and drug and alcohol enforcement activities files are organized so that information could be retrieved by personal identifier, the CONTRACTOR agrees to comply with, and assures the compliance of its employees with, information restrictions and other applicable requirements of the Privacy Act of 1974, 5 USC 552a. Among other things, the CONTRACTOR agrees to obtain the express consent of the Federal Government before the CONTRACTOR or its employees operate a system of records on behalf of the Federal Government. The CONTRACTOR understands that the requirements of the Privacy Act, including the civil and criminal penalties for violating the Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying contract. The CONTRACTOR also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with federal assistance provided by FTA.

26. Transit Employee Protective Arrangements. The Contractor agrees to comply with applicable transit employee protective requirements as follows:

a) General Transit Employee Protective Requirements. To the extent that FTA determines that transit operations are involved, the Contractor agrees to carry out the transit operations work on this Contract in compliance with terms and conditions determined by the U.S. Secretary of Labor to be fair and equitable to protect the interests of employees employed under this Contract and to meet the employee protective requirements of 49 U.S.C. § 5333(b), and U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the letter of certification from the U.S. DOL to FTA applicable to Palm Tran’s grant from which Federal assistance is provided to support work on this Contract. The Contractor agrees to carry out that work in compliance with the conditions stated in that U.S. DOL letter. The requirements of this subsection, however, do not apply to any Contract financed with Federal assistance provided by FTA either for projects for elderly individuals and individuals with disabilities authorized by 49

U.S.C. § 5310(a)(2), or for projects for non-urbanized areas authorized by 49 U.S.C. § 5311. Alternate provisions for those projects are set forth below.

b) Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. § 5310(a)(2) for Elderly Individuals and Individuals with Disabilities. If this Contract involves transit operations financed, in whole or in part, with Federal assistance authorized by 49 U.S.C. § 5310(a)(2), and if the U.S. Secretary of Transportation has determined or determines in the

Palm Beach County Board of County Commissioners

PALM TRAN

REVISED AUGUST 11, 2020

future that the employee protective requirements of 49 U.S.C. § 5333(b) are necessary or appropriate for the state and the public body sub-recipient for which work is performed on this Contract, the Contractor agrees to carry out the project in compliance with the terms and conditions determined by the U.S. Secretary of Labor to meet the requirements of 49 U.S.C. § 5333 (b), U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are identified in the U.S. DOL's letter of certification to FTA, the date of which is set forth in Palm Tran’s grant agreement.

The Contractor agrees to perform transit operations in connection with this Contract in compliance with the conditions stated in that U.S. DOL letter.

c) Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. § 5311 in Non-urbanized Areas. If this Contract involves transit operations, financed, in whole or in part, with Federal assistance authorized by 49 U.S.C. § 5311, the Contractor agrees to comply with the terms and conditions of the Special Warranty for the Non-urbanized Area Program agreed to by the U.S. Secretaries of Transportation and Labor, dated May 31, 1979, and the procedures implemented by U.S. DOL or any revisions thereto.

The Contractor also agrees to include any applicable requirements in each subcontract involving transit operations financed in whole or in part with Federal assistance provided by FTA.

27. Charter Bus and School…