HomeMy WebLinkAboutPR 24708: PROFESSIONAL SERVICES CONTRACT WITH THE CONETER FOR TRANSPORTATION AND THE ENVIRONMENT City of Port Arthur
Transit Department
Memorandum
To: Ron Burton,City Manager
From: Ivan Mitchell,Transit Director
Re: P.R.24708—Center for Transportation and the Environment Contract
Nature of Request: Authorizing the City Manager to execute a contract with the Center for
Transportation and the Environment (CTE) to function as the project manager for the deployment of
Port Arthur Transit's four(4)zero-emission buses.
Background: On June 26, 2023, the Federal Transit Administration (FTA) awarded Port Arthur
Transit ("PAT") $5,001,700 under the FY23 Low- and No-Emission and Grants for Buses and Bus
Facilities Program. The grant funds the acquisition of four(4)battery electric buses and the necessary
charging infrastructure.
Federal transit grants of this nature impose significant administrative, reporting, and performance
validation requirements. In addition to overseeing vehicle procurement and infrastructure deployment,
PAT must comply with quarterly federal reporting obligations and conduct a twelve (12) month post-
deployment validation period measuring operational performance metrics.
PAT proposes to retain CTE to serve as project manager for the zero-emission bus initiative. CTE
specializes in zero-emission vehicle deployment and has extensive experience assisting transit
agencies with FTA-funded electrification projects.
Recommendation: It is recommended that the City Council approve proposed P.R. 24708. This
resolution would authorize the City Manager to sign a contract with CTE with the contract value of
$154,000.00.
Budgetary/Fiscal Effect: Funding to pay for the CTE contract is available in account number 401-70-
8523-00-60-000 Project TR23LNO CAP.PRO.
P.R. No.24708
3/3/2026 IM-TNR
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY
MANAGER TO EXECUTE A PROFESSIONAL
SERVICES CONTRACT WITH THE CENTER FOR
TRANSPORTATION AND THE ENVIRONMENT FOR
PROJECT MANAGEMENT AND TECHNICAL
ADVISORY SERVICES RELATED TO THE
DEPLOYMENT OF FOUR (4) ZERO-EMISSION BUSES
FOR PORT ARTHUR TRANSIT, IN AN AMOUNT NOT
TO EXCEED $154,000.00; FUNDS AVAILABLE IN
ACCOUNT 401-70-530-8523-00-60-000 PROJECT
TR23LNO CAP.PRO.
WHEREAS, on June 26, 2023, the Federal Transit Administration (FTA) announced the
award of$5,001,700 in Fiscal Year 2023 Low- and No-Emission and Grants for Buses and Bus
Facilities Program funding to Port Arthur Transit ("PAT") for the purchase of four (4) battery
electric buses and associated charging infrastructure; and
WHEREAS, implementation of the FTA award requires coordinated project
management,technical oversight during vehicle fabrication and deployment,and compliance with
federal reporting and performance validation requirements; and
WHEREAS,PAT has determined that the Center for Transportation and the Environment
("CTE"), a nationally recognized nonprofit organization with specialized expertise in zero-
emission transit vehicle deployment, is qualified to provide such services; and
WHEREAS, CTE's scope of work includes project management services, technical
advisory support during bus manufacturing and infrastructure deployment, preparation of
Quarterly Management Reports (QMRs) for submission to the FTA, and administration of a
twelve(12)month deployment validation period involving data collection, analysis, and reporting
of Key Performance Indicators (KPIs); and
WHEREAS, the KPI evaluation will include operational metrics such as vehicle
availability, energy consumption, cost performance, and greenhouse gas emission reductions,
thereby enabling PAT and the FTA to assess performance of the battery electric buses in
comparison to existing fleet assets; and
WHEREAS, funding for this contract is available in Account No. 401-70-530-8523-00-
60-000, Project TR23LNO CAP.PRO; and
WHEREAS, the City Council finds that execution of this professional services contract
is necessary to ensure proper administration, regulatory compliance, and successful deployment
• m
P.R.No.24708
3/3/2026 IM-TNR
of the zero-emission bus project and is therefore in the best interest of the City of Port Arthur.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF PORT ARTHUR, TEXAS:
THAT,the facts and opinions in the preamble are true and correct.
THAT, the City Manager is hereby authorized and directed to execute a professional
services contract with the Center for Transportation and the Environment, in an amount not to
exceed $154,000.00, in substantially the form attached hereto as Exhibit "A."
THAT,funding for the contract authorized herein shall be paid from Account No. 401-70-
530-8523-00-60-000, Project TR23LNO CAP.PRO.
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 March 2026 at a Regular
Meeting of the City of Port Arthur, Texas by the following vote:
AYES:Mayor:
Councilmembers:
•
NOES:
Charlotte M. Moses, Mayor
ATTEST:
Sherri Bellard, City Secretary
APPROVED AS TO FORM:
Roxann Pais Cotroneo, City Attorney
P.R. No.24708
3/3/2026 IM-TNR
APPROVED FOR ADMINISTRATION: APPROVED AS TO AVAILABILITY OF
FUNDS:
401-70-530-8523-00-60-000
‘*441
Ae
Ronald Burton n a oswe
City Manager, CPM irector f F na e
Clifton Williams, CPPB Ivan Mitch 11
Purchasing Manager Transit Director
P.R.No.24708
3/3/2026 IM-TNR
Exhibit"A"
STATE OF TEXAS § CITY OF PORT ARTHUR,TEXAS
§ AGREEMENT FOR PROFESSIONAL SERVICES
COUNTY OF JEFFERSON §
This Agreement for Professional Services Agreement is made by and between the City of
Port Arthur,Texas, a Texas home-rule municipality located in Jefferson County,Texas and Center
for Transportation and Environment(CTE)of Atlanta, Georgia acting by and through the Parties'
authorized representatives.
Recitals:
WHEREAS, City desires to engage the services of Professional as an independent
contractor and not as an employee in accordance with the terms and conditions set forth in this
Agreement; and
WHEREAS, Professional.desires to render professional services in accordance with the
terms and conditions set forth in this Agreement.
WHEREAS, CTE
NOW, THEREFORE, in exchange for the mutual covenants set forth herein and other
valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties
agree as follows:
Article I
Employment of Professional
Professional will perform as an independent contractor for all services under this
Agreement to the prevailing professional standards consistent with the level of care and skill
ordinarily exercised by members of Professional's profession, both public and private, currently
practicing in the same locality under similar conditions including but not limited to the exercise of
reasonable, informed judgments and prompt, timely action. If Professional is representing that it
has special expertise in one or more areas to be utilized in the performance of this Agreement,then
Professional agrees to perform those special expertise services to the appropriate local, regional
and national professional standards.
Article II
Term
2.1 The term of this Agreement shall begin on the date of execution by all parties, and
the work will begin upon the issuance of the Notice to Proceed by the City the"Effective March
10, 2026 and shall remain in effect until December 31, 2028, including the time necessary to
develop the project deliverables, subject to change upon request or mutual agreement(s).
2.2 Professional may terminate this Agreement by giving thirty(30)days prior written
notice to City. In the event of such termination by Professional, Professional shall be entitled to
compensation for services satisfactorily completed in accordance with this Agreement prior to the
date of such termination.
2.3 City may terminate this Agreement by giving ten (10) days prior written notice to
Professional. In the event of such termination by City, Professional shall be entitled to
compensation for services satisfactorily completed in accordance with this Agreement prior to the
date of such termination. Upon receipt of such notice from City, Professional shall immediately
terminate working on, placing orders or entering into contracts for supplies, assistance, facilities
or materials in connection with this Agreement and shall proceed to promptly cancel all existing
contracts insofar as they are related to this Agreement.
2.4 Upon notice of termination by Professional or City,Professional shall immediately
surrender all project documents produced by Professional and its subcontractors up to and
including the date on which termination notice was given.
Article III
Scope of Services
3.1 Professional shall perform the services specifically set forth in Exhibit A, attached
hereto and incorporated herein by reference, entitled "Scope of Services." In case of conflict with
the language of Exhibit A and the provisions of this Agreement, the provisions of this Agreement
shall control. Any additional services require the prior approval of the City Council of the City.
3.2 The Parties acknowledge and agree that any and all opinions provided by
Professional represent the best judgment of Professional.
Article IV
Schedule of Work
4.1 Professional agrees to commence services upon written direction from City and to
complete the tasks set forth in Exhibit A, Scope of Services, in accordance with a work schedule
established by City(the "Schedule"), which is attached hereto and incorporated as Exhibit A.
4.2 In the event Professional's performance of this Agreement is delayed or interfered
with by acts of City or others, Professional may request an extension of time for the performance
of same as hereinafter provided,and City shall determine whether to authorize any increase in fee
or price, or to authorize damages or additional compensation as a consequence of such delays,
within a reasonable time after receipt of Professional's request.
4.3 No allowance of any extension of time, for any cause whatsoever, shall be claimed
or made by Professional, unless Professional shall have made written request upon City for such
extension not later than five(5)business days after the occurrence of the cause serving as the basis
for such extension request, and unless City and Professional have agreed in writing upon the
allowance of such additional time.
Page 2 of 11
City of Port Arthur, Texas
Professional Services Agreement
Article V
Compensation and Method of Payment
5.1 City shall pay Professional for the services specifically as set forth in Exhibit A and
in accordance with the Rate Schedule in an additional amount for monitoring results not to exceed
$154,000.00 for said services.
5.2 Each month Professional shall submit to City an invoice supporting the amount for
which payment is sought. Each invoice shall also state the percentage of work completed on the
Project through the end of the then submitted billing period,the total of the current invoice amount,
and a running total balance for the Project to date.
5.3 Within thirty(30) days of receipt of each such monthly invoice, City shall make
monthly payments in the amount shown by Professional's approved monthly invoice and other
documentation submitted.
.5.4 . Professional shall be solely responsible for the payment of all costs and expenses
related to the services provided pursuant to this Agreement including, but not limited to, travel,
copying and facsimile charges, reproduction charges, and telephone, internet, e-mail, and postage
charges, except as set forth in Exhibit A.
5.5 Nothing contained in this Agreement shall require City to pay for any services that
are unsatisfactory as determined by City or which is not performed in compliance with the terms
of this Agreement, nor shall failure to withhold payment pursuant to the provisions of this section
constitute a waiver of any right, at law or in equity, which City may have if Professional is in
default,including the right to bring legal action for damages or for specific performance of this
Agreement. Waiver of any default under this Agreement shall not be deemed a waiver of any
subsequent default.
Article VI
Devotion of Time, Personnel, and Equipment
6.1 Professional shall devote such time as reasonably necessary for the satisfactory
performance of the services under this Agreement. City reserves the right to revise or expand the
scope of services after due approval by City as City may deem necessary, but in such event City
shall pay Professional compensation for such services at mutually agreed upon charges or rates, (a
copy of the Rate Schedule is attached hereto as Exhibit A), and within the time schedule prescribed
by City, and without decreasing the effectiveness of the performance of services required under
this Agreement. In any event, when Professional is directed to revise or expand the scope of
services under this Agreement, Professional shall provide City a written proposal for the entire
costs involved in performing such additional services. Prior to Professional undertaking any
revised or expanded services as directed by City under this Agreement, City must authorize in
writing the nature and scope of the services and accept the method and amount of compensation
and the time involved in all phases of the Project.
Page 3 of 11
City of Port Arthur, Texas
Professional Services Agreement
6.2 It is expressly understood and agreed to by Professional that any compensation not
specified in this Agreement may require approval by the City Council of the City of Port Arthur
and may be subject to current budget year limitations.
6.3 To the extent reasonably necessary for Professional to perform the services under
this Agreement, Professional shall be authorized to engage the services of any agents, assistants,
persons, or corporations that Professional may deem proper to aid or assist in the performance of
the services under this Agreement. The cost of such personnel and assistance shall be borne
exclusively by Professional.
6.4 Professional shall furnish the facilities, equipment, telephones, facsimile machines,
email facilities, and personnel necessary to perform the services required under this Agreement
unless otherwise provided herein.
Article VII
Relationship of Parties
7.1 It is understood and agreed by and between the Parties that in satisfying the
conditions and requirements of this Agreement, Professional is acting as an independent
contractor, and City assumes no responsibility or liability to any third party in connection with the
services provided by Professional under this Agreement. All services to be performed by
Professional pursuant to this Agreement shall be in the capacity of an independent contractor,and
not as an agent, servant, representative, or employee of City. Professional shall supervise the
performance of its services and shall be entitled to control the manner, means and methods by
which Professional's services are to be performed, subject to the terms of this Agreement. As
such, City shall not train Professional, require Professional to complete regular oral or written
reports, require Professional to devote his full-time services to City, or dictate Professional's
sequence of work or location at which Professional performs Professional's work, except as may
be set forth in Exhibit A.
Article VIII
Insurance
8.1 Before commencing work, Professional shall, at its own expense, procure, pay for
and maintain during the term of this Agreement the following insurance written by companies
approved by the state of Texas and acceptable to City. Professional shall furnish to the City
Manager certificates of insurance executed by the insurer or its authorized agent stating coverages,
limits, expiration dates and compliance with all applicable required provisions. Certificates shall
reference the project/contract number and be addressed as follows:
City of Port Arthur, Texas
Attention: Ron Burton, City Manager
444 4th Street
Port Arthur, Texas 77640-1089
Page 4 of 11
City of Port Arthur, Texas
Professional Services Agreement
A. Commercial General Liability insurance, including, but not limited to
Premises/Operations, Personal & Advertising Injury, Products/Completed Operations,
Independent Contractors and Contractual Liability, with minimum combined single limits
of $500,000 per occurrence, $500,000 Products/Completed Operations Aggregate, and
0 000general aggregate. Covera e must be written on an occurrence form. The
$50 , g
General Aggregate shall apply on a per project basis.
B. Workers' Compensation insurance with statutory limits; and Employers'
Liability coverage with minimum limits for bodily injury: 1) by accident,$100,000 each
accident, and 2) by disease, $100,000 per employee with a per policy aggregate of
$500,000.
C. Business Automobile Liability insurance covering owned, hired and non-
owned vehicles, with a minimum combined bodily injury and property damage limit of
$500,000 per occurrence.
D. Professional Liability Insurance to provide coverage against any claim
which the Professional and all professionals engaged or employed by the Professional
become legally obligated to pay as damages arising out of the performance of professional
services caused by error, omission or negligent act with minimum limits of$1,000,000 per
claim, $1,000,000 annual aggregate
NOTE:If the insurance is written on a claims-made form, coverage shall be continuous (by
renewal or extended reporting period) for not less than thirty-six (36) months
following completion of this Agreement and acceptance by City.
8.2 With reference to the foregoing required insurance, Professional shall endorse
applicable insurance policies as follows:
A. A waiver of subrogation in favor of City, its officials, employees, and
officers shall be contained in the Workers' Compensation insurance policy.
B. The City, its officials, employees and officers shall be named as additional
insureds on the Commercial General Liability policy, by using endorsement CG2026 or
broader.
C. All insurance policies shall be endorsed to the effect that City will receive
at least thirty(30) days notice prior to cancellation, non-renewal, termination, or material
change of the policies.
8.3 All insurance shall be purchased from an insurance company that meets a financial
rating of B+ or better as assigned by A.M. Best Company or equivalent.
Page 5 of 11
City of Port Arthur, Texas
Professional Services Agreement
Article IX
Right to Inspect Records
9.1 Professional agrees that City shall have access to and the right to examine any
directly pertinent books, documents, papers and records of Professional involving transactions
relating to this Agreement. Professional agrees that City shall have access during normal working
hours to all necessary Professional facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City shall give
Professional reasonable advance notice of intended audits.
9.2 Professional further agrees to include in subcontract(s), if any, a provision that any
subcontractor agrees that City shall have access to and the right to examine any directly pertinent
books, documents,papers and records of such subcontractor involving transactions related to the
subcontract, and further, that City shall have access during normal working hours to all such
subcontractor facilities and shall be provided adequate and appropriate work space, in order to
conduct audits in compliance with the provisions of this section. City shall give any such
subcontractor reasonable advance notice of intended audits.
Article X
Miscellaneous
10.1 Entire Agreement. This Agreement and any and all Exhibits attached hereto
constitutes the sole and only agreement between the Parties and supersedes any prior or
contemporaneous understandings,written agreements or oral agreements between the Parties with
respect to the subject matter of this Agreement.
10.2 Authorization. Each Party represents that it has full capacity and authority to grant
all rights and assume all obligations granted and assumed under this Agreement.
10.3 Assignment. Professional may not assign this Agreement in whole or in part
without the prior written consent of City. In the event of an assignment by Professional to which
the City has consented, the assignee shall agree in writing with the City to personally assume,
perform, and be bound by all the covenants and obligations contained in this Agreement.
10.4 Successors and Assigns. Subject to the provisions regarding assignment, this
Agreement shall be binding on and inure to the benefit of the Parties and their respective heirs,
executors, administrators, legal representatives, successors and assigns.
10.5 Governing Law and Exclusive Venue. The laws of the State of Texas shall govern
this Agreement, and exclusive venue for any legal action concerning this Agreement shall be in a
District Court with appropriate jurisdiction in Jefferson County, Texas. The Parties agree to
submit to the personal and subject matter jurisdiction of said court.
10.6 Amendments. This Agreement may be amended only by the mutual written
agreement of the Parties.
Page 6 of 11
City of Port Arthur, Texas
Professional Services Agreement
10.7 Severability. In the event any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect by a
court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any
other provision in this Agreement, and this Agreement shall be construed as if such invalid, illegal,
or unenforceable provision had never been contained in this Agreement.
10.8 Survival of Covenants and Terms. Any of the representations, warranties,
covenants,and obligations of the Parties, as well as any rights and benefits of the Parties,pertaining
to a period of time following the termination of this Agreement shall survive termination,
including,but not limited to, Section 3.3, Article X, and, in particular, Sections 10.13 and 10.14.
10.9 Recitals. The recitals to this Agreement are incorporated herein.
10.10 Notice. Any notice required or permitted to be delivered hereunder may be sent by
first class mail, overnight courier or by confirmed telefax or facsimile to the address specified
below, or to such other Party or address as either Party may designate in writing, and shall be
deemed received three(3)days after delivery set forth herein:
If intended for City:
City of Port Arthur, Texas
444 4th Street
Port Arthur, Texas 77640
Attn: Ron Burton, City Manager
Copy to:
City of Port Arthur, Texas
444 4th Street
Port Arthur, Texas 77640
Attn: Roxann Pais Cotroneo, City Attorney
If intended for Professional:
Center of Transportation
730 Peachtree Street Suite 450,
Atkanta Ga 30308
10.11 Counterparts. This Agreement may be executed by the Parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an original, but all
such counterparts shall together constitute one and the same instrument. Each counterpart may
consist of any number of copies hereof each signed by less than all, but together signed by all of,
the Parties hereto.
10.12 Exhibits. The exhibits attached hereto are incorporated herein and made a part
hereof for all purposes.
10.13 Professional's Liability. Acceptance of the Project Documents by City shall not
constitute nor be deemed a release of the responsibility and liability of Professional, its employees,
Page 7 of 11
City of Port Arthur, Texas
Professional Services Agreement
associates, agents or subcontractors for the accuracy and competency of their designs, working
drawings, specifications or other documents and work; nor shall such acceptance be deemed an
assumption of responsibility by City for any defect in the Project Documents or other documents
and work prepared by Professional, its employees, associates, agents or sub-consultants.
10.14 Indemnification. PROFESSIONAL AGREES TO INDEMNIFY AND HOLD
HARMLESS CITY FROM AND AGAINST ANY AND ALL LIABILITIES,DAMAGES,
CLAIMS,SUITS,COSTS(INCLUDING COURT COSTS,REASONABLE ATTORNEY'S
FEES AND COSTS OF INVESTIGATION)AND ACTIONS BY REASON OF INJURY TO
OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY TO THE
EXTENT CAUSED BY PROFESSIONAL'S NEGLIGENT PERFORMANCE OF
SERVICES UNDER THIS AGREEMENT OR BY REASON OF ANY ACT OR OMISSION
ON THE PART OF PROFESSIONAL, ITS OFFICERS, DIRECTORS, SERVANTS,
AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS,
SUBCONTRACTORS, LICENSEES, SUCCESSORS OR PERMITTED ASSIGNS
(EXCEPT WHEN SUCH LIABILITY, CLAIMS, SUITS, COSTS, INJURIES, DEATHS
OR DAMAGES ARISE FROM OR ARE ATTRIBUTED TO THE NEGLIGENCE OF
THE CITY). IF ANY ACTION OR PROCEEDING SHALL BE BROUGHT BY OR
AGAINST CITY IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM,THE
PROFESSIONAL, ON NOTICE FROM CITY, SHALL DEFEND SUCH ACTION OR
PROCEEDINGS AT PROFESSIONAL'S EXPENSE,BY OR THROUGH ATTORNEYS
REASONABLY SATISFACTORY TO CITY. PROFESSIONAL'S OBLIGATIONS
UNDER THIS SECTION SHALL NOT BE LIMITED TO THE LIMITS OF COVERAGE
OF INSURANCE MAINTAINED OR REQUIRED TO BE MAINTAINED BY
PROFESSIONAL UNDER THIS AGREEMENT. IF THIS AGREEMENT IS A
CONTRACT FOR ENGINEERING OR ARCHITECTURAL SERVICES,THEN THIS
SECTION IS LIMITED BY,AND TO BE READ AS BEING IN COMPLIANCE WITH,
THE INDEMNITY SPECIFIED IN § 271.904 OF THE TEXAS LOCAL GOVERNMENT
CODE,AS AMENDED. THIS SECTION SHALL SURVIVE TERMINATION OF THIS
AGREEMENT
10.15 Conflicts of Interests. Professional represents that no official or employee of City
has any direct or indirect pecuniary interest in this Agreement. Any misrepresentation by
Professional under this section shall be grounds for termination of this Agreement and shall be
grounds for recovery of any loss, cost, expense or damage incurred by City as a result of such
misrepresentation.
10.16 Default. If at any time during the term of this Agreement, Professional shall fail to
commence the services in accordance with the provisions of this Agreement or fail to diligently
provide services in an efficient, timely and careful manner and in strict accordance with the
provisions of this Agreement or fail to use an adequate number or quality of personnel to complete
the services or fail to perform any of Professional's obligations under this Agreement, then City
shall have the right, if Professional shall not cure any such default after thirty (30) days written
notice thereof,to terminate this Agreement. Any such act by City shall not be deemed a waiver
of any other right or remedy of City. If after exercising any such remedy due to Professional's
nonperformance under this Agreement, the cost to City to complete the services to be performed
Page 8 of 11
City of Port Arthur, Texas
Professional Services Agreement
under this Agreement is in excess of that part of the contract sum which as not theretofore been
paid to Professional hereunder, Professional shall be liable for and shall reimburse City for such
excess costs.
10.17 Confidential Information. Professional hereby acknowledges and agrees that its
representatives may have access to or otherwise receive information during the furtherance of
Professional's obligations in accordance with this Agreement, which is of a confidential, non-
public or proprietary nature. Professional shall treat any such information received in full
confidence and will not disclose or appropriate such Confidential Information for Professional's
own use or the use of any third party at any time during or subsequent to this Agreement. As used
herein, "Confidential Information"means all oral and written information concerning the City,its
affiliates and subsidiaries, and all oral and written information concerning City or its activities,
that is of a non-public, proprietary or confidential nature including, without limitation, information
pertaining to customer lists, services, methods,processes and operating procedures, together with
all analyses, compilations, studies or other documents,whether prepared by Professional or others,
which contain or otherwise reflect such information. The term "Confidential Information" shall
not include such information that is or becomes generally available to the public other than as a
result of disclosure to Professional, or is required to be disclosed by a governmental authority
under applicable law.
10.18 Remedies. No right or remedy granted or reserved to the Parties is exclusive of
any other right or remedy herein by law or equity provided or permitted;but each right or remedy
shall be cumulative of every other right or remedy given hereunder. No covenant or condition of
this Agreement may be waived without written consent of the Parties. Forbearance or indulgence
by either Party shall not constitute a waiver of any covenant or condition to be performed pursuant
to this Agreement.
10.19 No Third-Party Beneficiary. For purposes of this Agreement, including the
intended operation and effect of this Agreement, the Parties specifically agree and contract that:
(1) this Agreement only affects matters between the Parties to this Agreement, and is in no way
intended by the Parties to benefit or otherwise affect any third person or entity notwithstanding the
fact that such third person or entity may be in contractual relationship with City or Professional or
both;and(2)the terms of this Agreement are not intended to release, either by contract or operation
of law, any third person or entity from obligations owing by them to either City or Professional.
[The Remainder of this Page Intentionally Left Blank]
Page 9 of 11
City of Port Arthur, Texas
Professional Services Agreement
EXECUTED this day of , 2026.
CITY:
CITY OF PORT ARTHUR, TEXAS,
A Texas home-rule municipality,
By:
Ron Burton, City Manager
ATTEST:
Sherri Bellard, City Secretary
APPROVED AS TO FORM:
Roxann Pais Cotroneo, City Attorney
EXECUTED this day of , 2026.
PROFESSIONAL:
Center for Transportation
By:
Print
Title
Page 10 of 11
City of Port Arthur, Texas
Professional Services Agreement
Exhibit A
Scope of Services /Schedule
Page 11 of 11
City of Port Arthur, Texas
Professional Services Agreement
leell"...s,
CL'NTER FOR TRANSRGRTA TION
AND TIh.E ENVIRONMENT
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
CITY OF PORT ARTHUR
AND
CENTER FOR TRANSPORTATION AND THE ENVIRONMENT, INC.
This Agreement made and entered into on this of March, 2026 by and between the Center for
Transportation and the Environment(herein referred to as"CTE"), located at 730 Peachtree Street,Suite
450,Atlanta, GA 30308 and the City of Port Arthur, (herein referred to as"Port Arthur"), located at 444
4th 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
5339(c) Low or No Emission Vehicle Program
WHEREAS, Port Arthur was awarded a 2023 Federal Transit Authority("FTA") low or No Emissions
Vehicle grant to deploy zero-emission vehicles and related technology; and
WHEREAS, Port Arthur has a need to engage experienced professionals for technical consulting services
related to the deployment;and
WHEREAS,CTE is willing to perform and has the necessary skills to perform such services to Port Arthur
under the terms and conditions set forth herein.
NOW,THEREFORE, 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 Agreement herein:
Attachment I: CTE Statement of Work& Budget
Attachment II: Applicable Federal Terms&Conditions
1) STATEMENT OF SERVICES TO BE PERFORMED
By executing this Agreement, CTE agrees to perform and comply with the scope of work set forth in
the Statement of Work(herein "Work"), attached and fully incorporated herein as Attachment I.CTE
shall diligently work to perform the Work specified in the time and manner described and in
accordance with the terms and provisions of this Agreement.CTE agrees to perform the Work with
that standard of professional care,skill,and diligence normally provided in the performance of
similar services.
2) FEDERAL FUNDING
CTE acknowledges that this Agreement is funded in part by the Federal Transit Administration(FTA)
and is subject to Federal Terms&Conditions, included herein as Attachment II.With regard to their
scope of work, CTE shall comply with all Federal Terms&Conditions applicable to the Work
Page 1 of 16
provided underthis Agreement.Furthermore,CTE shall not take any action or fail to take any action
that would jeopardize Port Arthur's compliance with applicable Federal Terms and Conditions.
3) TERM OF AGREEMENT
The period of performance for this Agreement shall commence upon the execution of this
Agreement by both Parties.Services,work products and/or deliverables defined in CTE's Statement
of Work shall be completed no later than December 31, 2028.
4) AGREEMENT AMOUNT/INVOICING
A. This is a time and materials based agreement with a not to exceed value of$154,000.
B. CTE will invoice Port Arthur for services provided and/or services and equipment purchased,
based on actual and allowable costs.CTE will submit invoices to Port Arthur 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.
C. Port Arthur shall review and accept or reject invoices within 15 business days,otherwise such
invoices shall be deemed accepted.
D. Port Arthur shall pay CTE within 30 days of each accepted invoice.
E. A final invoice shall be submitted by CTE within 30 days of the end date of the project or
Termination of this agreement.
F. Invoices will be submitted to Ivan Mitchell by mail,courier, or e-mail to
ivan.mitchell@portarthurtx.com Payments to CTE shall be made via check or wire transfer.
5) CHANGE ORDERS/PROJECT DELAYS
Port Arthur may,at anytime, by written order,make changes within the scope of work and services
contained in Attachment I. If such changes cause an increase in the budgeted cost of or the time
required for performance, CTE shall notify Port Arthur and provide a proposed adjustment within
ten(10) days receipt of the written change order.In addition,if delays due to no fault of CTE extend
the Project by more than ninety(90)days,CTE shall have the option to reasonably adjust any
remaining milestone pricing.Any and all agreed adjustments shall be detailed in a written
supplement to this Agreement and signed by both Parties.
6) 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 Port Arthur,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.
C. By CTE, upon thirty(30) days written notification to Port Arthur setting forth the reasons for
such termination,the effective date, and, in the case of partial termination,the portion to
be terminated.
D. By Port Arthur,if Port Arthur's prime award supporting this Agreement is terminated by
FTA.
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Upon Termination, Port Arthur will reimburse CTE for the contract price for all services performed in
accordance with the manner of performance up to the effective date of termination,to include works
in-progress.
7) INSURANCE
For the duration of this Agreement,CTE shall maintain,and shall require subcontractors, if any,to
maintain the following insurance policies and minimum limits:
A. Workers'Compensation insurance at statutory limits of not less than:
i. $1,000,000 —Bodily Injury: Each Accident
ii. $1,000,000 —Disease: Each Employee
iii. $1,000,000 —Disease:Policy Limit;and
B. Commercial General Insurance at$1,000,000 per occurrence, $2,000,000 general aggregate;
and
C. Automobile Liability Insurance at$1,000,000 combined single limit for all hired,scheduled,
and non-owned autos;and
D. $1,000,000 in Professional Liability Insurance.
Upon request,CTE shall furnish the Port Arthur with a certificate(s)of insurance showing
CTE and subcontractors, if any, have complied with this Article. CTE shall provide the Port
Arthur thirty(30)days written notification of cancellation of such policies.
8) INDEMNIFICATION
CTE will, indemnify,defend,and hold harmless the Port Arthur and its board members, directors,
officers,and employees(collectively,the "Indemnitee") 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 arising from and to the extent caused by CTE's negligence or
willful misconduct related to performance underthis Agreement.Notwithstanding the foregoing,in
no event will either Party be liable for any consequential,special,incidental,indirect or punitive
damages,including without limitation lost profits,whetherthe claim is based on contract,tort,strict
liability, or any other theory of law or equity.
9) INDEPENDENT CONTRACTOR
The Parties agree that CTE, as well as any individual working for CTE, is an independent contractor
and not an employee of Port Arthur 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 neither CTE nor any of its employees or subcontractors
are employees of Port Arthur for state or federal tax purposes and is not entitled to any employee
benefits of Port Arthur.
10) OWNERSHIP OF WORK
Upon payment of services rendered,CTE assigns to Port Arthur all of its rights in the final version of
the original works produced pursuant to this Agreement. If any CTE intellectual property(methods,
processes,trade secrets, preexisting software) is included in its work,CTE grants Port Arthur a
nonexclusive, royalty-free, license to display and otherwise make lawful use of those materials as
Page 3 of 16
contemplated by this Agreement,so long as credit to CTE is provided. CTE may retain a copy of all
material produced under this Agreement for use in its general business activities.
11) CONFIDENTIALITY
CTE agrees to keep confidential any Port Arthur technical data, electronic files,and other written or
oral information not in the public domain or not previously known and will not disclose any such
data to any other party without Port Arthur's prior written consent unless required by law.
12) EQUAL EMPLOYMENT OPPORTUNITY
During the performance of this Agreement,CTE shall not discriminate against any employee or
applicant for employment because of race,color, religion,sex, national origin,age,disability,
marital status, military status veteran status, sexual orientation,gender identity or expression,
genetic information, HIV/AIDS status or any other protected characteristic under applicable law.
CTE shall take affirmative actions to ensure that applicants are employed,and that employees are
treated during their employment,without regard to their race, religion,color,sex,disability,
national origin,or any other characteristic protected understate,federal,or local laws.CTE further
agrees to include a similar provision in all subcontracts,except subcontracts for standard
commercial supplies or raw materials.
13) RECORDS AND AUDITS
CTE shall maintain records containing pertinent information(including billings, invoices,dates,
length of time,services rendered,etc.)for a period of four(4)years after expiration or termination
of this Agreement. Port Arthur has the right to review and to copy any records and supporting
documentation pertaining to the performance of this Agreement and CTE agrees to allow the
authorized auditor(s)reasonable access to such records during normal business hours.CTE agrees to
include a similar right of Port Arthur in any subcontracts related to performance of this Agreement.
14) FORCE MAJEURE
Neither CTE nor Port Arthur shall be liable for or deemed to be in default for any delay or failure in
performance under this Agreement or interruption of services resulting,directly or indirectly,from
acts of God, civil or military authority,acts of public enemy or hostile governmental action,strikes,
labor disputes,pandemics,fire or other casualty, inability to obtain labor or materials or reasonable
substitutes for labor or materials necessary for performance of the services,or other causes,except
financial, that are beyond the reasonable control of CTE or Port Arthur. Notwithstanding the above,
if the cause of the force majeure event is due to party's own action or inaction,then such cause shall
not excuse that party from performance under this Agreement.
15) MISCELLANEOUS
A. Assignment.Neither Party may assign its respective rights or duties underthis 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.
B. 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.
C. Compliance with Laws.CTE shall comply with all applicable federal,state,and local laws,
rules,and regulations in performance of the Work under this Agreement.
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D. Counterparts.This Agreement may be executed and delivered in any number of
counterparts,each of which,when executed and delivered,shall be deemed an original, and
all of which together shall constitute the same contract.
E. 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.
F. Governing Law.This Agreement will be governed by and constructed in accordance with the
laws of the State of<STATE>, USA,without regard to the conflict of laws principles thereof.
G. Headings.Headings on the sections and paragraphs of this Agreement are for convenience
and reference only,and the words contained therein shall in no way be held to explain,
modify,amplify,or aid in the interpretation,construction,or meaning of the provisions of
this Agreement.
H. 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.
1. 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 Port Arthur 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.
J. Survival of Terms.The provision of section8(Indemnification),10(Ownership of Work) and
11(Confidentiality)shall survive the expiration or termination of this Agreement as well as
the provisions which by their nature would be intended to be applicable following any such
termination or expiration.
Please indicate your acceptance of these terms by returning one signed copy of this Agreement to CTE.
Centerfor Transportation &the Environment Read,agreed to,and accepted by City of
Inc.(CTE): Port Arthur:
By: By:
Title: Title:
Date: Date:
Enclosures:
Attachment I: CTE Statement of Work&Budget
Attachment II:Applicable Federal Terms&Conditions
Page 5 of 16
Attachment I
CTE Statement of Work& Budget
Page 6 of 16
Attachment 1 : CTE Statement of Work
Introduction
Zero-emission buses have specific operating characteristics and fueling requirements that can pose challenges
for transit agencies adopting this new technology for the first time or continuing their fleet transition to zero
emission.Ensuring a successful deployment of zero-emission buses(ZEBs)requires additional steps beyond
what is typically required for conventional fueling technologies. The Center for Transportation and the
Environment (CTE)has developed this Statement of Work that will be used to guide Port Arthur Transit(PAT)
to complete the Port Arthur Transit Zero-Emission Bus Deployment -Phase 3.
The proposed project will be executed in six primary tasks,summarized as follows:
• Task 1:Bus Procurement&Build
• Task 2:Infrastructure Procurement,Design, and Build
• Task 3:Bus and Infrastructure Deployment
• Task 4:Deployment Validation
• Task 5:Project Closeout
• Task 6:Technical Advisory
Task 1: Bus Procurement 8, Build
Estimated time to complete: 16-18 months
PAT has chosen to purchase GILLIG BEBs from an FTA approved state contract.
PAT and the GILLIG will execute a procurement contract for the buses awarded through the
Low-No program. GILLIG will submit their final design to PAT for approval before proceeding with
production.PAT and CTE will participate in a pre-production meeting at GILLIG's facilities to confirm the
design and to review quality assurance,quality control, and production procedures that will be in place for this
order. CTE will monitor the progress of the bus build to ensure the timing aligns with the installation of the
charging stations.
Prior to delivery,PAT shall inspect the buses,as needed. The goal of the inspection is to confirm that the buses
meet PAT's specifications and that the bus manufacturer is adhering to GILLIG's quality control and quality
assurance standards.
Once the buses are delivered, CTE shall conduct a post-delivery Buy America audit.
Task 2: Infrastructure Procurement, Design, and Build
Estimated time to complete:16-18 months
PAT shall purchase ABB charging equipment off an FTA approved state contract.
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PAT shall procure services for site engineering (including civil,electrical,and mechanical), permitting,
construction, and equipment installation,as needed, from the SOLCO Group and Construction Managers of
Southeast Texas (CMOST). CTE and ABB will work with PAT and the SOLCO Group during the design for the
additional depot charging stations.The project team shall also meet with the local electrical utility to review
charging requirements and site plans to ensure there are no issues with utility service to the facility.
CMOST will be responsible for the installation of the charging equipment. Once site preparation is completed
and the charging equipment has been installed, CMOST shall coordinate site inspection by the utility and the
City of Port Arthur inspections and permits department. CMOST and the selected charger manufacturer will
conduct grid-side commissioning after inspection and approval to
energize is provided.
Once the battery electric buses are delivered,ABB will commission the equipment for
charging operations with their buses.
Task 3: Bus and Infrastructure Deployment
Estimated time to complete:3-4 months
CTE will work with PAT to develop a plan for post-delivery acceptance and performance validation testing, as
well as for beginning revenue service.Delivered buses will be registered and insured by PAT. PAT will conduct
post-delivery inspections and acceptance testing. PAT staff will receive the necessary training to operate and
maintain the vehicles and charging equipment. First responder training will be conducted. All training
activities will be coordinated through GILLIG.
Task 4: Deployment Validation
Estimated time to complete: 13-14 months
CTE will collect various data parameters to measure operational performance and realized benefits (e.g. actual
energy savings, cost savings, and greenhouse gas emissions reductions)resulting from deployment of zero
emission buses into passenger service.The data will be used to generate a series of Key Performance Indicators
(KPIs)to validate performance of the zero-emission buses.
KPIs may include availability,reliability,energy efficiency,fuel costs,maintenance costs, and emissions
reductions.These indicators,when combined,will allow PAT and FTA to fully understand operational metrics
to determine if the projected benefits, including impact on emissions,reductions in fuel consumption and cost,
and reductions in maintenance and costs,have been realized from the deployment of the zero-emission buses.
The analysis will also help to understand any impact that charging of zero-emission buses or range limitations
may have on service levels,operations,and performance.
By tracking and analyzing theses KPIs,PAT and FTA will be more informed regarding the overall impact of the
zero-emission buses.Data logging hardware and data access services shall be included in the bus build costs
with integration concurrence from the selected OEM,and the selected charging equipment vendor and
implemented prior to bus delivery to ensure that critical data are collected to support evaluation and
management of ZEB operations.
Page 8 of 16
Task 5: Project Closeout
Estimated time to complete:1-2 months
After the data collection period is over,GTE will issue a final report summarizing project results,findings, and
lessons learned. PAT will close out the project with FTA.
Task 6: Technical Advisory
CTE will provide PAT with technical advisory services throughout the project including but not limited to the
following activities:
Technical Support:CTE provides technical advisory services throughout the project to ensure that PAT staff
understand the best practices for deploying and operating BEBs.CTE will be available to advise PAT on ZEB
technology best practices, key deployment strategies; ZEB supplier terms and conditions;charging strategies;
oversight of bus manufacturing and design;construction and installation of charging stations; and ZEB training,
operations,and maintenance.
Participating,as needed, in regular meetings and information sharing between project partners and
stakeholders:CTE will be available to participate in regular and appropriate meetings with the needed staff.
This will include recurring status meetings, as well as focused workshops and other events.
Advocating for the transit agency's interests: within the project,CTE will act as an advocate and advisor solely
focused on PAT's interests and concerns.CTE's 25 years of expert experience in electric vehicle technology is
crucial when considering the unique requirements of battery electric bus system planning, design, and
construction. CTE's unbiased experience and broad network of industry contacts results in rapid and impartial
guidance, helping transit agencies select the technology that will best suit their needs and avoid pitfalls of
electric bus implementation without being beholden to the bus manufacturer. CTE has proven experience in
ensuring transparency on the capabilities,operation,and maintenance of battery electric buses,and ensuring
that the final buses meet all specifications and service requirements.
Page 9 of 16
70101.1" .ifW
( C t 0
CENTER FOR TRANSPORTATION
AND THE ENVIRONMENT
Attachment II
Applicable Federal Terms & Conditions
1. No Government Obligation to Third Parties
(a) Port Arthur 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 Governme nt is not
a party to this contract and shall not be subject to any obligations or liabilities to Port Arthur,
Contractor,or any other party(whether ornota party to that contract)pertaining to any matter
resulting from the underlying contract.
(b) 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
(a) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of
1986, as amended,31 U.S.C. § §3801 et seg.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 Agreement,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 acknow ledges 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.
(b) 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 underthe 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.
(c) 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
(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,
Page lof16
including, but not limited to, data,documents, reports,statistics,sub-agreements, leases,
subcontracts,arrangements,otherthird 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 underthis Contract for a period of at not less than three(3)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 Port Arthur,the FTA
Administrator,the Comptroller General of the United States or any of their authorized
representatives 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 Port Arthur,the FTA
Administrator,the Comptroller General of the United States or any of their authorized
representatives and its contractors access to the sites of performance under 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 Port Arthur 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:
(a) Nondiscrimination - In accordance with Federal transit law at 49 U.S.C. § 5332,the Contractor
agrees that it will not discriminate against any employee or applicant for A-26 employment
because of race,color, religion,national origin, sex,disability,or age. In addition,the Contractor
agrees to comply with applicable Federal implementing regulations and other implementing
requirements FTA may issue.
(b) Race,Color,Creed, National Origin,Sex- In accordance with Title VII of the Civil Rights Act, as
amended,42 U.S.C. § 2000e et seq.,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.chapter 60, and Executive
Order No. 11246, "Equal Employment Opportunity in Federal Employment,"September 24,
1965, 42 U.S.C. § 2000e note,as amended by any later Executive Order that amends or
supersedes it, referenced in 42 U.S.C.§2000e note.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, religion, national origin, or sex(including
sexual orientation and gender identity).Such action shall include, but not be limited to,the
following:employment, promotion,demotion or transfer, recruitment or recruitment
Page 2 of 16
advertising,layoff or termination;rates of pay or otherforms of compensation;and selection for
training, including apprenticeship. In addition,the Contractor agrees to comply with any
implementing requirements FTA may issue
(c) Age- In accordance with the Age Discrimination in Employment Act,29 U.S.C. §§621-634, U.S.
Equal Employment Opportunity Commission(U.S. EEOC) regulations, "Age Discrimination in
Employment Act,"29 C.F.R. part 1625,the Age Discrimination Act of 1975, as amended,42
U.S.C. § 6101 et seq., U.S. Health and Human Services regulations, "Nondiscrimination on the
Basis of Age in Programs or Activities Receiving Federal Financial Assistance,"45 C.F.R.part 90,
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.
(d) Disabilities - In accordance with section 504 of the Rehabilitation Act of 1973,as amended, 29
U.S.C. §794,the Americans with Disabilities Act of 1990,as amended,42 U.S.C.§ 12101 et seq.,
the Architectural Barriers Act of 1968,as amended,42 U.S.C. §A-27 4151 et seq.,and Federal
transit law at 49 U.S.C. § 5332,the Contractor agrees that it will not discriminate against
individuals on the basis of disability. 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. Employee Protections
The Contractor shall comply with all federal laws, regulations,and requirements providing wage and
hour protections for non-construction employees, in accordance with 40 U.S.C.§ 3702,Contract Work
Hours and Safety Standards Act, and other relevant parts of that Act,40 U.S.C. §3701 et seq.,and U.S.
DOL regulations, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and
Assisted Construction(also Labor Standards Provisions Applicable to Non-construction Contracts Subject
to the Contract Work Hours and Safety Standards Act),"29 C.F.R. part 5.
The Contractor shall maintain payrolls and basic payroll records during the course of the work and shall
preserve them for a period of three (3)years from the completion of the contract for all laborers and
mechanics, including guards and watchmen,working on the contract.Such records shall contain the
name and address of each such employee,social security number,correct classifications, hourly rates of
wages paid,daily and weekly number of hours worked,deductions made, and actual wages paid.
Such records maintained under this paragraph shall be made available by the Contractor for inspection,
copying,or transcription by authorized representatives of the FTA and the Department of Labor,and the
Contractor will permit such representatives to interview employees during working hours on the job.
The contractor shall require the inclusion of the language of this clause within subcontracts of all tiers.
7. Disputes
Port Arthur 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
Page 3 of 16
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 Port Arthur 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
Port Arthur 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 Port Arthur's direction or decisions made thereof.
(1) Performance during Dispute. Unless otherwise directed by Port Arthur, Contractor shall
continue performance under this Contract while matters in dispute are being resolved.
(2) Claims for Damages.Should either party to the Contract suffer injury or damage to person or
property because of any act or omission of the party or of any of its employees,agents or others
for whose acts it is legally liable,a claim for damages therefor shall be made in writing to such
other party within a reasonable time after the first observance of such injury or damage.
(3) Remedies.Unless this Contract provides otherwise,all claims, counterclaims,disputes and other
matters in question between Port Arthur and the Contractor arising out of or relating to this
agreement or its breach will be decided by arbitration if the parties mutually agree,or in a court
of competent jurisdiction within the State in which Port Arthur is located.
(4) Rights and Remedies.The duties and obligations imposed by the Contract documents and the
rights and remedies available thereunder shall be in addition to and not a limitation of any
duties,obligations, rights and remedies otherwise imposed or available by law. No action or
failure to act by Port Arthur or Contractor shall constitute a waiver of any right or duty afforded
any of them under the Contract,nor shall any such action or failure to act constitute an approval
of or acquiescence in any breach thereunder,except as may be specifically agreed in writing.
8. 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.
The Contractor agrees to include the requirements of this section in all its subcontracts that these
requirements flow down to all subcontractor tiers.
9. Fly America
(a) Definitions. As used in this clause-
"International air transportation"means transportation by air between a place in the United
States and a place outside the United States or between two places both of which are outside
the United States.
"United States"means the 50 States,the District of Columbia, and outlying areas.
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"U.S.-flag air carrier"means an air carrier holding a certificate under 49 U.S.C. Chapter 411.
(b) When Federal funds are used to fund travel,Section 5 of the International Air Transportation
Fair Competitive Practices Act of 1974(49 U.S.C.40118) (Fly America Act) requires contractors,
recipients,and others use U.S.-flag air carriers for U.S.Government-financed international air
transportation of personnel(and their personal effects)or property,to the extent that service
by those carriers is available. It requires the Comptroller General of the United States, in the
absence of satisfactory proof of the necessity for foreign-flag air transportation,to disallow
expenditures from funds,appropriated or otherwise established for the account of the United
States,for international air transportation secured aboard a foreign-flag air carrier if a U.S.-flag
air carrier is available to provide such services.
(c) If available,the Contractor, in performing work under this contract,shall use U.S.-flag carriers
for international air transportation of personnel(and their personal effects)or property.
(d) In the event that the Contractor selects a carrier other than a U.S.-flag air carrier for
international air transportation,the Contractor shall include a statement on vouchers involving
such transportation.
10. Government-Wide Debarment and Suspension(Nonprocurement)
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.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:
i. Debarred from participation in any federally assisted Award;
ii. Suspended from participation in any federally assisted Award;
iii. Proposed for debarment from participation in any federally assisted Award;
iv. Declared ineligible to participate in any federally assisted Award;
v. Voluntarily excluded from participation in any federally assisted Award;or
vi. 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 executing this Agreement,Contractor certifies as follows:
The certification in this clause is a material representation of fact relied upon by Port Arthur. If it is later
determined that Contractor knowingly rendered an erroneous certification, in addition to remedies
available to Port Arthur,the Federal Government may pursue available remedies, including but not
limited to suspension and/or debarment.Contractor 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.
Contractor further agrees to include a provision requiring such compliance in its lower tier covered
transactions.
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11. Lobbying
Upon execution of the underlying Agreement, Contractor certifies,to the best of his or her knowledge
and belief,that:
(a) 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.
(b) If any funds otherthan 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.
(c) 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
Agreement was 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.
12. Clean Air and Federal Water Pollution Control Act
(a) 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. §§ 7401-7671q and the Federal Water
Pollution Control Act as amended,(33 U.S.C. §§1251-1387).The Contractor agrees to not use
any violating facilities,to report each violation of use of prohibited facilities 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.
(b) The Contractor also agrees to include these requirements in each subcontract exceeding
$150,003 financed in whole or in part with Federal assistance provided by FTA.
13. 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.
14. Safe Operation of Motor Vehicles
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(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.
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