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HomeMy WebLinkAboutPR 20068: CTE CONTRACT INTEROFFICE MEMORANDUM To: Harvey Robinson, Interim City Manager From: Adam Saunders, Interim Transit General Manager Subject: P.R. NO.20068 CTE Contract Date: 12/14/2017 Recommendation: It is recommended that the City Council approve Proposed Resolution No. 20068 for the contract (see Exhibit "A")with Center for Transportation&the Environment(CTE) located at 730 Peachtree Street, Suite 760,Atlanta, GA 30308 to be the Project Manager over the Zero-Emission Electric Bus Project. As Project Manager CTE will guide the Port Arthur Transit to accomplish the project.Also included are CTE's project control and risk management procedures that will guide the effective and efficient management of the project to meet all of the Federal Transit Administration(FTA)and City's procurement guide lines.The amount the contract shall not exceed $426,500.00.These expenses will be charged to the Low or No Emission Vehicle Program Grant that was adopted by the City Council on 06/06/2017(Resolution 17-145). CTE is the assigned Project Manager for this project. Background: CTE is assigned, as part of this project and grant, as the Project Manager. Approval of the contract is the City of Port Arthur's acceptance and authorization for CTE to be said Project Manager over the Zero-Emission Electric Bus Project as specified in the Low or No Emission Vehicle Program Grant. Budgetary/Fiscal Effect: Funding for the contract is part of the Low or No Emission Vehicle Program Grant that was adopted by the City Council on 06/06/2017(Resolution 17-145). These expenses will be charged to the Transit Capital Grants Account Number:401-1509-561.93-00. Staffing/Employee Effect: No anticipated effect on staffing is expected with this action. Summary: It is recommended that the City Council approve Proposed Resolution No. 20068 for the contract with Center for Transportation & the Environment (CTE) located at 730 Peachtree Street, Suite 760, Atlanta, GA 30308 to be the Project Manager over the Zero-Emission Electric Bus Project. The amount of the contract shall not exceed $426,500.00. These expenses will be charged to the Transit Capital Grants Account Number: 401-1509-561.93-00. P.R.NO.20068 12/14/2017 CB Page 1 of 2 RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A CONTRACT WITH CENTER FOR TRANSPORTATION & THE ENVIRONMENT (CTE) OF ATLANTA, GEORGIA TO BE THE PROJECT MANAGER OVER THE ZERO-EMISSION ELECTRIC BUS PROJECT, IN THE NOT TO EXCEED AMOUNT OF $426,500.00. FUNDING FOR THE CONTRACT IS PART OF THE LOW OR NO EMISSION VEHICLE PROGRAM GRANT, TRANSIT CAPITAL GRANTS ACCOUNT NUMBER: 401-1509-561.93- 00. WHEREAS, it is in the City's best interest to approve the contract with Center for Transportation & the Environment (CTE) of Atlanta, Georgia to be the Project Manager over the Zero-Emission Electric Bus Project (see Exhibit "A"); and WHEREAS, CTE will guide Port Arthur Transit to accomplish the project. Also included are CTE's project control and risk management procedures that will guide the effective and efficient management of the project to meet all of the Federal Transit Administration (FTA) and City's procurement guide lines; and WHEREAS, funding for the contract is part of the Low or No Emission Vehicle Program Grant that was adopted by the City Council on June 6, 2017 per Resolution 17-145. These expenses will be charged to the Transit Capital Grants Account Number: 401-1509-561.93-00; and WHEREAS, the Federal Transit Administration (FTA) has set forth regulations and clauses (attached hereto as Exhibit "B") that must be followed in order to utilize federal funds. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: THAT the City Manager of the City of Port Arthur is hereby authorized and directed to execute a contract between the City of Port Arthur and Center for Transportation & the Environment (CTE) of Atlanta, Georgia to be the Project Manager over the Zero-Emission Electric Bus Project, in substantially the same form as attached hereto as Exhibit "A". THAT funding for the contract is available in Transit Capital Grants Account Number: 401-1509-561.93-00. and shall not exceed $426,500.00. THAT a copy of the caption of this Resolution be spread upon the Minutes of the City Council READ, ADOPTED AND APPROVED this day of February, 2018 at a Regular Meeting of the City Council of the City of Port Arthur, Texas by the following vote: AYES: Mayor: Council members: NOES: Mayor ATTEST: City Secretary APPROVED AS TO FORM: City Atto ney APPROVED FOR ADMINISTRATION: City Manager Director of Transit APPROVED AS TO AVAILABILTY OF FUNDS: Director of Finance (i)4k Purchasing Manager EXHIBIT "A" CENTER FOR TRANSPORTATION&THE ENVIRONMENT ilieumill" 730 PEACHTREE STREET ih„ c SUITE 760 ATLANTA, GA 30308 P: 678-244-4150 F: 678-244-4151 January 31, 2018 General Manager Port Arthur Transit 344 Procter Street Port Arthur, TX 77640 Re: Letter Agreement for Scope of Work related to Port Arthur Battery Electric Bus Deployment Project This Letter Agreement between the Center for Transportation and the Environment ("CTE"), located at 730 Peachtree Street, Suite 760, Atlanta, GA 30308 and The City of Port Arthur Transit System ("PAT"), located at 344 Procter Street, Port Arthur, TX 77640, both hereinafter referred to collectively as the "Parties" and individually as "Party," serves as the contract for the scope of work that CTE agrees to provide under the City of Port Arthur Battery Electric Bus Deployment Project. In consideration of the mutual covenants contained herein, the parties agree as follows: The following attachments are incorporated by reference and made part of this Letter Agreement herein: Attachment 1: CTE Statement of Work Attachment 11: Federal Grant Terms & Conditions 1) STATEMENT OF SERVICES TO BE PERFORMED By executing this Letter Agreement, CTE agrees to perform and comply with the scope of work set forth in the Statement of Work, attached and fully incorporated herein as Attachment I. CTE shall perform the scope of work specified in the time and manner described and in accordance with the terms and provisions of this Agreement. CTE agrees to perform the scope of work with that standard of professional care, skill, and diligence normally provided in the performance of similar services. 2) TERM OF AGREEMENT The period of performance for this Agreement shall commence upon the execution of this Letter Agreement by both parties. Services, work products ATLANTA BERKELEY LOS ANGELES ST. PAUL WWW.CTE.TV CENTER FOR TRANSPORTATION ANO THE ENVIRONMENT and/or deliverables defined in CTE's Statement of Work shall be completed no later than 36 months from the latter of the execution date of this Letter Agreement or the date of the FTA's grant award to DTC. 3) AGREEMENT AMOUNT The total Agreement Amount to be paid CTE for the scope of work defined under this Agreement shall not exceed Four Hundred Twenty Six Thousand Five Hundred Dollars ($426,500.00). CTE will invoice PAT for services provided, and/or services and equipment purchased, based on actual and allowable costs. 4) INVOICES CTE will submit invoices to PAT on a timely basis,with the appropriate supporting documentation providing evidence of hours worked and associated hourly rates,as well as any documentation of actual costs incurred and paid by CTE in performing their scope of work under this Agreement. A final invoice will be submitted by CTE within 30 days of the end date of the project or Termination of this Agreement. Invoices will be submitted to Craty Nellison by mail, courier, or e-mail to craty.nellison@portarthurtx.gov. 5) TERMINATION This agreement may be terminated in whole or in part as follows: A. By Either party, if the Other Party materially fails to comply with the terms and conditions of this Agreement and such failure is not corrected within fifteen (15) days following receipt of written notice from the non- breaching party. B. By CTE, upon thirty (30) days written notification to PAT setting forth the reasons for such termination,the effective date,and, in the case of partial termination, the portion to be terminated. C. By PAT, upon thirty (30) days written notification to CTE setting forth the reasons for such termination,the effective date,and, in the case of partial termination, the portion to be terminated. D. By PAT, if PAT's prime award supporting this Letter Agreement is terminated by FTA. 6) INDEMNIFICATION A. Each Party (the "Indemnifying Party") agrees to, and will, indemnify, defend, and hold harmless the other Party (the "Indemnitee") and its ATLANTA BERKELEY LOS ANGELES ST. PAUL WWW.CTE.TV Ct CENTER FOR TRANSPORTATION AND THE ENVIRONMENT Board Members, officers, agents, employees, and representatives against any liabilities, losses, claims, expenses (including attorney's fees) or damage they may suffer as a result of third party claims, demands, actions, costs or judgments resulting or alleged to have resulted from the Indemnifying Party's negligence or willful misconduct related to performance under this contract, except to the extent that the liability, loss or damage results from (i) the non-Indemnifying Party's failure to substantially comply with any applicable law; or (ii) the negligence or willful malfeasance of any board member or employee of the non- Indemnifying Party. B. It is further agreed by and between the Parties that the Indemnitee shall (a) promptly notify the Indemnifying Party in writing of any claim for which indemnification is sought and (b) forward to the Indemnifying Party any other information available regarding the claim as promptly as is reasonably practicable; provided that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations hereunder except to the extent that the Indemnifying Party is actually and materially prejudiced by such failure. C. The Indemnifying Party shall be entitled, at its option, to assume and control the defense of any third party claim under this section, at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnitee within 45 days of the receipt of notice of the right to be indemnified. 7) MISCELLANEOUS A. Independent Contractor Status. The Parties agree that CTE, as well as any individual working for CTE, is an independent contractor and not an employee of PAT for any purpose. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership, or joint venture. Both parties acknowledge that CTE is not an employee for state or federal tax purposes and is not entitled to any employee benefits of PAT. B. Subcontracting. CTE may subcontract with third party providers in performance of specific tasks included in CTE's Statement of Work. In the event that subcontractors are used, CTE will notify PAT of the intent to use subcontractors and ensure subcontractor adherence to the same quality standards and assurances required of CTE, including adherence to applicable Federal Terms and Conditions. ATLANTA BERKELEY LOS ANGELES ST. PAUL WWW.GTE.TV (4"1". CENTER FOR TRANSPORTATION AND THE ENVIRONMENT C. Non-Exclusivity. As an independent contractor, CTE may engage the services of any other individual or company that competes with PAT or offers services similar to those offered by PAT, and any such engagement shall not be considered a breach of this Agreement. D. Entire Agreement. This Agreement constitutes the entire Agreement of the Parties with respect to the subject matter of the Agreement and supersedes all previous oral and written agreements, understandings, and communications of the Parties relating to such matters. E. Amendment or Waiver. This Agreement may not be modified, amended or waived except by a written instrument executed by duly authorized representatives of both parties. No failure or delay in exercising any right shall operate as a waiver thereof. F. Severability. Should any part of this agreement be rendered or declared invalid or unenforceable by a court of competent jurisdiction, it shall not affect the validity of any other provision, which shall remain in full force and effect. G. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be considered the original and all of which, together, shall constitute one and the same instrument. H. Assignment. Neither Party may assign its respective rights or duties under this agreement to a third Party (except to a successor in interest to substantially all of the business of the assignor) without the prior written consent of the other Party. I. Governing Law. This Agreement will be governed by and constructed in accordance with the laws of the State of Texas, USA, without regard to the conflict of laws principles thereof. - Signature Page to Follow- ATLANTA BERKELEY LOS ANGELES ST. PAUL WWW.CTE.TV n. CENTER FOR TRANSPORTATION AND TOE ENVIRONMENT Please indicate your acceptance of these terms by returning one signed copy of this letter agreement to CTE. Center for Transportation & the Read, agreed to, and accepted by Environment (CTE): City of Port Arthur Area Transit System (PAT): By: By: Title: Title: Date: Date: Enclosures: Attachment I: CTE Statement of Work Attachment II: Federal Grant Terms & Conditions ATLANTA BERKELEY LOS ANGELES ST. PAUL WWW.CTE.TV CENTER FOR TRANSAORTPTJON ANO THE ENVIRONMENT Attachment I: CTE Statement of Work ATLANTA BERKELEY LOS ANGELES ST. PAUL WWW.CTE.TV er CENTER FOR TRANSPORTATION ANO THE ENVIRONMENT CTE Scope of Work Project Management Plan This Project Management Plan details the 9 primary phases that CTE will use to guide the Port Arthur Transit Zero-Emission Electric Bus Project to accomplish the proposed project scope. Also included are CTE's project control and risk management procedures that will guide the effective and efficient management of the project. The proposed project will be executed in 9 primary phases, as follows: 1. FTA Award and Sub-Recipient Contract Execution (2 months) The project will not begin until the FTA has awarded the grant to the Port Arthur and the sub-recipient agreement the Center for Transportation &the Environment (CTE) has been executed. CTE will help provide key considerations for contracting and will work closely with Port Arthur to execute the necessary contracts. 2. Project Planning and initiation (1 months) This phase will include detailed project planning to finalize the scope, approach, tasks, and timeline. This phase will result in a formal kick-off of the project with all stakeholders and project team members to align the project team on tasks, assignments, timelines, and expectations to successfully meet project goals and objectives. CTE will plan and facilitate the meeting and prepare meeting materials. CTE will also provide a comprehensive project work plan that incorporates feedback from all stakeholders on tasks, responsibilities, and timelines. 3. Requirements Analysis (3 months) This phase includes route modeling and confirmation of the technical specifications for the bus and charging equipment. CTE will model the Port Arthur routes and the bus model to predict the performance of the bus on the expanded route. The model uses powertrain simulation software developed by Argonne National Laboratory called Autonomie. CTE will collect data on routes, by riding routes on an existing Port Arthur bus with a GPS data logger to capture time, distance, speed, acceleration, GPS coordinates, and grade. CTE will use this data, along with specifications for the bus model and Proterra's charging systems (on-route and ATLANTA • BERKELEY `' LOS ANGELES ST. PAUL WWW.CTE.TV ("11.."..'t CENTER FOR TRANSPORTATION ANO THE ENVIRONMENT shop charging units), to develop a baseline route performance model. Additionally, CTE will also develop a rate model to assess the operational cost of the proposed service. If needed, CTE may engage the services of an external vendor to complete the route performance model and the rate model. The results of the route modeling and bus simulation will be presented to Port Arthur and Proterra to determine if any changes are required to the bus specifications, routes, or operating service. 4. Bus Procurement& Build(12 months) CTE will support Port Arthur as they finalize the specifications and any other documents required to complete the procurement with Proterra. In this role, CTE will be able to assist Port Arthur to ensure the Purchasing element of Port Arthur's Quality Management System includes the necessary components to support the deployment of the technology funded through the Low-No program. Proterra will submit their final design for Port Arthur approval before proceeding with production. CTE will monitor the build and periodically inspect the buses. The goal of the inspection is to ensure that the buses meet the specification requirements and that Proterra is adhering to their quality control and quality assurance standards. In addition, CTE will conduct Pre-Award and Pre-Delivery Buy America Audits to ensure the buses and charging equipment meet Buy America requirements. CTE and Port Arthur will conduct a pre-delivery inspection and approve buses for delivery and post-delivery acceptance inspections. These efforts are consistent with both the Inspection and Test and Inspection and Test Status elements of FTA's Quality Management System. If needed, CTE may engage the services of external vendors to complete the resident inspections, quality assessments, and Buy America audits. 5. Infrastructure Procurement, Design and Build(11 months) Port Arthur will work with Proterra and CTE during this phase to finalize site plans for the en-route/depot charging station and seek the necessary permits from the local permitting authority to install the system. This process will fulfill the requirements of the Design Control element of the Quality Management System. Port Arthur will also work with Proterra to develop site and installation plans for the charging stations (en-route and shop chargers) and issue an RFP or IFB for site ATLANTA BERKELEY LOS ANGELES ST. PAUL WWW.CTE.TV (" cErrJreprc,FrrRaNsponraTION ANO THE ENVIRONMENT engineering (including civil, electrical, and mechanical), construction, and equipment installation. CTE will help facilitate this process and provide management of expectations and timelines. This process will fulfill the requirements of the Design Control element of the Quality Management System. Once the site preparation is completed and the charging equipment has been installed, Proterra will commission the equipment for charging operations. As noted under the Bus Build Task, CTE will assist the Port Arthur to ensure the Purchasing element of Port Arthur's Quality Management System includes the necessary components to support the deployment of the technology funded through the Low- No program as well as address requirements under the Inspection and Test and Inspection and Test Status elements. 6. Bus and Infrastructure Deployment(1 month) Delivered buses will be registered and insured by Port Arthur. Proterra will conduct a series of tests to ensure the buses can be charged properly with the on-route and depot charging equipment. During this phase, Port Arthur staff receives the necessary training to operate and maintain the vehicles. Training will be coordinated through Proterra and is in accordance with Quality Management System guidelines. Port Arthur and CTE will conduct a series of tests to validate the performance and operation of the buses. These tests will include route validation, where buses are operated along the planned route under controlled conditions (temperature, AC load, passenger load, traffic patterns, etc.) to validate the bus against the performance specification and modeling results. Next, Port Arthur will conduct a Full Service Validation where buses are placed in shadow service for a period acceptable to Port Arthur to demonstrate full operational capability. Once buses and the charging stations have completed testing and acceptance by Port Arthur, they will be phased into revenue service. 7. Deployment Validation (12 months) CTE will collect various operational data points to measure and report actual energy savings, cost savings, and greenhouse gas emissions reductions resulting from deployment of battery electric buses into revenue service. The data will be used to generate a series of Key Performance Indicators (KPIs) to validate performance of battery electric buses against other buses in Port Arthur's fleet. Key performance ATLANTA BERKELEY LOS ANGELES ST. PAUL WWW.CTE.TV er CENTER FOR TRANSPORTATION AND THE ENVIRONMENT indicators include availability, on-time performance, energy consumption and costs, maintenance costs, and driver acceptance. By tracking and analyzing these KPls, Port Arthur and FTA will be fully informed regarding the overall impact of the electric buses. 8. Project Close-out(3 months) After the data collection period is over, CTE will issue a final report summarizing project results, findings, and lessons learned. Port Arthur will close out the project with FTA. 9. Project Management, Administration, Reporting and Control(36 months) CTE will guide the entire project by the control and risk management procedures detailed below. CTE's centralized management of the work program will enable team members to concentrate on exceeding project goals and ensure production of deliverables in a clear and well-coordinated manner. Details of CTE's processes for ensuring the efficient accomplishment of these tasks are as follows. Collaboration Tools CTE will provide an on-line, cloud based, collaborative project management website to share project files and communications, coordinate tasks, track issues, and maintain project calendars. Communications Plan Team members will participate in weekly or bi-weekly conference calls to discuss project status and current issues. CTE will schedule and manage the calls using calendar invites. Meeting minutes will be taken and stored on the project website. WebEx will be employed when team members desire a presentation format to share status updates. CTE will schedule additional conference calls with team members, as needed. Reporting Plan CTE will provide Port Arthur with Monthly Status Reports (MSRs) and Quarterly Management Reports (QMRs). The MSR provides a brief snapshot of project status, identifying progress and key issues that may require management ATLANTA BERKELEY LOS ANGELES ST. PAUL WWW.CTE.TV n. CENTER FOR TRANSPORTATION AND THE ENVIRONMENT attention. The QMRs provides a summary of progress and accomplishments of the previous quarter and projections for the remainder of the project. The QMR will be structured to allow Port Arthur to easily incorporate the information into the required FTA Quarterly Report submitted by Port Arthur. The QMR will document project progress and activities as well as describe any known risks and plans for mitigation. CTE will compile the QMRs with input from team members. CTE will provide team members with a QMR template that will include: Summary narrative of accomplishments by task/milestone during the period Estimated % completion and expected completion dates of task/milestone Significant events affecting progress and discussion of project variances Projected activities for the next quarter CTE will also compile a Final Management Report at the end of the project to summarize the project accomplishments, realized benefits, and lessons learned. Operational Analysis & Reporting Plan CTE will collect, analyze and report on Key Performance Indicators (KPIs) to help track and understand the performance of the electric buses. These indicators, when combined, will allow Port Arthur and FTA to fully understand operational metrics to determine if the projected benefits have been realized from the deployment of the electric buses, including impact on emissions, reductions in fuel consumption and cost, reductions in maintenance and costs, and any potential increase in ridership. The analysis will also help to understand any impact that charging of electric buses or range limitations may have on service levels, operations, and on-time performance. By tracking and analyzing these KPIs, Port Arthur and FTA will be fully informed regarding the overall impact of the electric buses. CTE will conduct a reporting workshop with Port Arthur to determine the KPIs they wish to capture and the procedures for collecting data. The following KPI's are a sample of the type of information may be analyzed and tracked: ATLANTA BERKELEY LOS ANGELES ST. PAUL WWW.CTE.TV (IT CENTER FOR TRANSPORTATION AND THE ENVIRONMENT 1. Fuel Cost:The fuel cost analysis will provide information regarding the cost of powering the electric buses on the chosen routes compared to the cost of operating a non-electric fleet on the same routes. 2. Agency Energy Performance & Fuel Efficiency:Agency energy performance will provide an overall energy consumption and fuel efficiency comparison (to include diesel, CNG, LNG, LPG and electricity consumption, as applicable) pre- and post- electric bus deployment. Overall CO2 emissions will also be compared. 3. Availability:The bus availability data will be analyzed to determine the overall availability of the electric buses versus non-electric fleet, regardless of whether the buses are actually placed into service. 4. Utilization: Utilization will calculate the electric bus mileage compared against the mileage on the routes intended for electric bus service. 5. Maintenance Costs:The maintenance cost analysis will compare maintenance activities, time, and cost for the electric buses against Port Arthur's non-electric fleet, regardless of whether the maintenance activity is covered by warranty. Driver reaction and attitudes in response to new designs and advanced technologies are often critical to gaging the success or failure of a new vehicle. Their driving experience can help identify early-on issues or problems that may not manifest themselves in KPI data until much later, or sometimes not at all. CTE will work with the transit agency to conduct a survey of drivers to assess their acceptance of the new technology within six months of initial deployment, and a second follow-up survey 12 to 18 months later. Schedule Control Plan A high level schedule was developed by CTE and team members as part of this proposal that includes estimated durations for all project phases. During the project's Planning and Initiation phase, CTE will work with each team member to develop a detailed schedule. Based on each team member's inputs, CTE will identify the critical path for the plan and identify any project plan risks. CTE will be responsible for maintaining the overall schedule with input from team members. Team members will manage the detailed schedule for their assigned tasks and report schedule status for each regular team call. If the actual progress for a task ATLANTA BERKELEY LOS ANGELES ST. PAUL WWW.CTE.TV CENTER FOR TRANSPORTATION AND TME ENVIRONMENT is determined to be behind the planned schedule, CTE will determine if corrective action must be made based on the schedule variance, the amount of work remaining, the impact on other tasks, and impact on the overall schedule. Corrective action, if necessary will be identified during the team conference calls. Risk Management and Mitigation Plan CTE provides strong and engaged oversight of project progress through the suite of management controls and procedure outlined above. CTE's management method ensures quick recognition of any project risks that arise. Our project approach includes identifying, documenting, and tracking issues. Issues are assigned to project team members for research, analysis, and resolution. Issues and related tasks are prioritized to ensure that project team members remain focused on the right activities at the right time. Critical issues that remain unresolved or proposed solutions that impact project timeline, scope, budget or resources are escalated to Port Arthur management for immediate attention. ATLANTA BERKELEY LOS ANGELES ST. PAUL WWW.GTE.TV CENTER FOR TRANSPORTATION AND TME ENVIRONMENT Attachment II: Applicable Federal Grant Terms & Conditions ATLANTA BERKELEY LOS ANGELES ST. PAUL WWW.CTE.TV GENERAL PROVISIONS REQUIRED FEDERAL CLAUSES 1. No Government Obligation to Third Parties (1) Transit Agency and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent 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 Transit Agency, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 2. Program Fraud and False or Fraudulent Statements and Related Acts (1)The Contractor acknowledges 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. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 3. Access to Records and Reports The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three 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. The Contractor agrees to provide sufficient access to FTA and its contractors to inspect and audit records and information related to performance of this contract as reasonably may be required. 4. Federal Changes Contractor shall at all times comply with all applicable FTA regulations,policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Transit Agency and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. 5. Civil Rights Requirements The following requirements apply to the underlying contract: (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332,the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332,the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor(U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor", 41 C.F.R. Parts 60 et seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity", as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity", 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (3) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (4) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112,the Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act", 29 C.F.R. Part 1630,pertaining to employment of persons with disabilities. In addition,the Contractor agrees to comply with any implementing requirements FTA may issue. The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 6. Energy Conservation Requirements The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 7. Government-Wide Debarment and Suspension (Non-procurement) Contractor shall comply and facilitate compliance with U.S. DOT regulations, "Non- procurement 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 Government-wide Debarment and Suspension(Non-procurement)", 2 C.F.R. Part 180. As such, the contractor shall verify that none of the contractor, its principals, as defined at 2 CFR 1200, or affiliates, as defined at 2 CFR 1200, 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 contractor is required to comply with 2 CFR 1200, and must include the requirement to comply with 2 CFR 1200 in any lower tier contract for$25,000 or more. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by Transit Agency. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to Transit Agency,the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 2 CFR 1200 while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 8. Lobbying Contractor certifies, to the best of his or her knowledge and belief,that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 3. Contractor will require that the language of this certification be included in the award documents for all sub-awards for more than$100,000 at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification clause is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification clause is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 and not more than $100,000 for each such failure. 9. Clean Air (1)The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et semc . The Contractor agrees to report each violation to Transit Agency and understands and agrees that Transit Agency will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Contractor also agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA. 10. Clean Water Requirements (1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et sec . The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2)The Contractor also agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FTA. 11. Recycled Products The Contractor agrees to provide a preference for those products and services that conserve natural resources,protect the environment, and are energy efficient by complying with and facilitating compliance with Section 6002 of the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6962, and U.S. Environmental Protection Agency (U.S. EPA), "Comprehensive Procurement Guideline for Products Containing Recovered Materials," 40 C.F.R. part 247. 12. Safe Operation of Motor Vehicles a) Seat Belt Use. The Contractor is encouraged to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company-owned vehicles, company-rented vehicles, or personally operated vehicles. The terms"company-owned"and"company-leased"refer to vehicles owned or leased either by the Contractor or AGENCY. b) Distracted Driving. The Contractor agrees to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while using an electronic device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Contactor owns, leases, or rents, or a privately-owned vehicle when on official business in connection with the work performed under this agreement.