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Ordinance No. 15,082 ORDINANCE NO. 15,082 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS, AUTHORIZING AN INTERLOCAL AGREEMENT WITH HARRIS COUNTY FOR THE BAYTOWN SIDEWALK IMPROVEMENTS PROJECT — PHASE II; AUTHORIZING PAYMENT BY THE CITY OF BAYTOWN IN AN AMOUNT NOT TO EXCEED TWO HUNDRED SIX THOUSAND FIVE HUNDRED TWENTY AND 12/100 DOLLARS ($206,520.12); MAKING OTHER PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE THEREOF. ************************************************************************************* BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS: Section 1: That the City Council of the City of Baytown,Texas,hereby authorizes and directs the City Manager to execute and the City Clerk to attest to an Interlocal Agreement with Harris County for the Baytown Sidewalk Improvements Project—Phase II. A copy of said agreement is attached hereto as Exhibit "A" and incorporated herein for all intents and purposes. Section 2: That the City Council of the City of Baytown authorizes payment to Harris County in an amount not to exceed TWO HUNDRED SIX THOUSAND FIVE HUNDRED TWENTY AND 12/100 DOLLARS ($206,520.12) in accordance with the agreement authorized in Section 1 hereinabove. Section 3: That the City Manager is hereby granted general authority to approve a decrease or an increase in costs by FIFTY THOUSAND AND NO/100 DOLLARS($50,000.00)or less,provided that the amount authorized in Section 2 hereof may not be increased by more than twenty-five percent(25%). Section 4: This ordinance shall take effect immediately from and after its passage by the City Council of the City of Baytown. INTRODUCED, READ and PASSED by the aff vote of the City uncil of the City of Baytown this the 281h day of April, 2022. RANDON CAPETILLO, PRayor EST: ep,...... � YTOW 6F • N 0 ANGELA J SON, Ci ik • ,�•�y y'Ooeo so 000••o�{ APPROVED AS TO FORM: OF (�G I TREVOR FANNING, Interim City Attorney RAKaren AndersonlORDINANCES\2022\2022.04.28\HarrisCountylnterlocalBaytownSidewalklmprovementsPhasellProject.docx EXHIBIT "A" INTERLOCAL AGREEMENT BETWEEN HARRIS COUNTY AND THE CITY OF BAYTOWN FOR THE BAYTOWN SIDEWALK IMPROVEMENTS PROJECT- PHASE II THE STATE OF TEXAS § COUNTY OF HARRIS § This Interlocal Agreement, entered into pursuant to the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code, is made and entered into by and between Harris County (the "County"),a body corporate and politic under the laws of the State of Texas,acting by and through its governing body and the Harris County Community Services Department (the "Department"), and City of Baytown ("Baytown"), a body politic and corporate under the laws of Texas. The County and Baytown are referred to herein collectively as the "Parties" and individually as a "Party." Y• I. RECITALS WHEREAS, the County has received funds from the United States Department of Transportation (USDOT) administered through the Federal Transit Administration (FTA) under the Urbanized Area Formula Program(5307); and WHEREAS, the primary purpose of the FTA 5307 Grant Program,pursuant to 49 U.S.C. 5307, is to make Federal resources available to urbanized areas for transit capital and operating assistance in urbanized areas and for transportation related planning; and WHEREAS, the County and Baytown entered into an agreement on or around July 8,2008 for the provision of Fixed Route Bus services within Baytown which provided that Baytown would construct certain transit stops,but did not provide for sidewalk improvements at such bus stops or traffic signal improvements; and WHEREAS,the County and Baytown entered into another agreement on or around August 9,2016 whereby the County granted FTA 5307 Grant funds to Baytown for the purpose of installing up to 17,969 linear feet of sidewalk improvements and 272 ADA ramps along Garth Road,North Main, Baker Road, Meridian Street, Hartman Drive, and Beaumont Street within the City of Baytown; and WHEREAS, the County and Baytown now desire to enter into a separate agreement whereby the County will grant FTA 5307 Grant funds to Baytown for the purpose of completing Phase II of the Sidewalk Improvements Project, installing up to approximately 8,825 square yards of sidewalk improvements along Cedar Bayou Lynchburg Road, Lee Drive, South Main Street, Decker Drive, Baker Road and one(1)traffic signal improvement along West Main at Lee Drive, within the City of Baytown, collectively known as the "Project', which is an eligible activity under the rules and regulations regarding the FTA 5307 Grant Program; and WHEREAS,the County wishes to engage Baytown to assist the County in utilizing the FTA 5307 Grant funds; and NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, it is agreed between the parties hereto that: II. SCOPE OF SERVICES A. Eligible Activities Baytown shall provide the activities described in Exhibit A and shown in Exhibit G, attached hereto and incorporated herein for all purposes, in accordance with the provisions of this Agreement and in compliance with the requirements of 49 U.S.C. 5307 and all regulations issued there under. B. Project Requirements Baytown shall be responsible for administering the FTA 5307 Grant Project in a manner satisfactory to the County and consistent with any standards required as a condition of providing these funds. This Agreement may provide only partial funding for this Project. Baytown certifies and agrees that the activities carried out with funds provided under this Agreement shall meet the requirements of the FTA 5307 Grant Program. Baytown agrees to maintain documentation that demonstrates that the activities carried out with funds provided under this Agreement meet the requirements of the FTA 5307 Grant Program for each activity in each reporting period. Baytown shall ensure that personnel providing services under this Agreement have all licenses required by law and/or are qualified to perform the services required under this Agreement. Baytown shall further ensure that all Program and/or facility licenses necessary to provide the required services are current and that the County shall immediately be notified if any such required licenses become invalid or are canceled during the term of this Agreement. At the County's request personnel whose licenses have become invalid or are canceled during the term of the Agreement, will be removed from performing Services under this Agreement. C. Performance Monitoring Baytown shall be cooperative with program and financial monitoring visits and/or investigations performed by County staff, the Harris County Auditor, FTA, and/or the United States Office of Inspector General (OIG). Substandard performance as determined by the County and/or FTA will constitute non-compliance and breach of this Agreement. County will notify Baytown in writing of any deficiencies. County's notice will specify the amount of time Baytown has to correct the deficiencies. Baytown's failure to correct substandard performance after being notified by the County will result in further corrective action by the County including,but not limited to,termination of this Agreement,pursuant to the United States Office of Management and Budget(OMB) Super Circular 2 CFR Part 200. Furthermore,Baytown agrees to be cooperative with monitoring and/or investigations performed by FTA and to comply with their findings. D. General Administration 1. Drawings, Plans, Bid Specifications &Construction Documents Within two hundred-forty (240) days after the date of the Agreement is executed, Page 2 of 61 Baytown shall prepare and submit all final drawings, plans, cost estimates and specifications for the Project. Baytown shall be responsible for incorporating into the bid specifications any and all FTA and any and all County requirements, including the "Harris County Community Services Department Construction Policies and Guidelines," attached as Exhibit C. Baytown shall ensure that the specifications require the Contractor/Subcontractors to furnish adequate Public Liability Insurance and Worker's Compensation Insurance pursuant to the laws of the State of Texas, and Payment Bond and Performance Bond pursuant to the applicable sections of OMB Super Circular 2 CFR Part 200. Once approved, the complete set of drawings, plans, cost estimates and specifications shall be incorporated into this Agreement as part of Exhibit A. 2. Temporary Project Sign and Workspace Baytown shall ensure that the specifications include the delivery and installation by contractor of one 4'-0" X 8'-0" temporary project sign pursuant to County requirements. Baytown shall ensure that the cost of the sign is included in all bids. Baytown shall ensure that the specifications require the Contractor to furnish adequate workspace at the construction site for County inspection and monitoring staff, if applicable. 3. Bidding and Selection of Contractor and Subcontractors Baytown agrees and understands that all contracted and subcontracted construction activity carried out under this Agreement shall be selected and executed pursuant to federal procurement regulations set in OMB Super Circular 2 CFR Part 200 and to County policy and procurement guidelines. After the County's written approval of the drawings and specifications as set out above, Baytown shall advertise for and receive bids for the construction of the Project in accordance with approved drawings and specifications which bidding procedure shall be in accordance with this Agreement. Upon receipt and tabulation of the bids for the Project, Baytown shall determine the lowest and most responsible bidder for the construction of the Project. Within fifteen (15) days after receipt of bids, Baytown shall forward, or cause to forward, to the County, copies of all bids received, copy of all bid bonds, and bid tabulation for the County's review and approval. The County reserves the right to approve the award of the bid. In the event the lowest and most responsible bid for the construction of the Project is an amount that would result in the total cost of the Project being equal to or less than the sum allocated in the construction line item of the budget, detailed in Exhibit B of this Agreement, Baytown shall notify the County of the amount of the lowest and most responsible bid for the Project. In the event the lowest and most responsible bid for the construction of the Project is an amount in excess of the sum allocated in the construction line item of the Page 3 of 61 budget,detailed in Exhibit B of this Agreement, Baytown shall have the following four(4) options: a. Baytown shall notify the County of the bid and request in writing additional funds to fund the construction costs to meet the lowest and most responsible bid received by Baytown. If the County approves the use of additional funds to meet the lowest and most responsible bid, then Baytown, upon receipt of such notification, shall proceed to let the contract, incorporating all required provisions, and continue with construction of the Project; or b. Baytown shall notify the County of the bid and agree in writing to pay the additional cost of the Project. In the event Baytown agrees in writing to pay the additional costs,then and in that event,Baytown shall proceed to let the contract and continue with the construction of the Project. If Baytown fails to agree in writing to pay said additional costs and the County fails to use contingency funds, then and in that event, Baytown may reject all bids and elect not to proceed with the letting of the contract and terminate the Project without any further obligations to the County; or c. Baytown shall notify the County of the bid and undertake to negotiate with the County for the County to agree in writing to reduce or delete specific items in the bid proposal so that bids will be within the amount available for construction. In the event the County agrees in writing to reduce or delete items in the bid proposal, Baytown shall re-bid the Project and proceed as if it were the original bid; or d. Baytown shall reject all bids and elect not to proceed with the letting of the contract and terminate the Project, giving the County written notice of its termination. 4. Construction Contract and Subcontractor Written Agreements Within fifteen (15) days after notification by the County to Baytown that the bid has been approved, Baytown shall provide written notice of award to the lowest and most responsible bidder, in accordance with applicable Federal, State and local procurement procedures and regulations. Baytown shall contract directly with its Contractor, incorporating all requirements of this Agreement herein. The contract between Baytown and its Contractor and all contracts between the Contractor and its Subcontractors shall be in accordance with the guidelines of this Agreement and with all applicable FTA regulations and applicable sections of OMB Super Circular 2 CFR Part 200. Baytown shall be responsible for incorporating into the construction contract any and all FTA and County requirements, including the "Harris County Community Services Department Construction Policies and Guidelines," attached as Exhibit C. The construction contract must contain the required insurance and bonding; in lieu of one or more of the bonds otherwise required pursuant to Section VI (D) of this Agreement, Baytown may provide or cause to be provided one or more Page 4of61 irrevocable letters of credit in favor of the County in a form acceptable to the County. Baytown shall submit to the County the form of the construction contract for review and approval prior to executing the construction contract with its selected Contractor. Within forty-five (45) days after the County's written approval of the construction contract form, Baytown shall execute the construction contract with its selected Contractor. Baytown shall ensure that the Contractor enters into written agreements with each Subcontractor who does work covered by this Agreement. These subcontracts must incorporate the requirements of Exhibit C and shall be subject to review, upon request, by the County. 5. Construction Start Date, Construction Schedule and Completion of Work Construction Start Date — Baytown shall ensure that the construction commences within the time pursuant to Exhibit A. Baytown shall notify or cause to notify the selected Contractor with the Notice to Proceed,thereby locking in the Construction Start Date, and shall forward to the County a copy of the Notice to Proceed. Construction Schedule—Baytown shall furnish or cause to furnish the County with a copy of the detailed Construction Schedule within seven(7)days of the Notice to Proceed. The schedule shall be a bar type schedule and shall be of sufficient detail to show construction sequence,proposed start dates and estimated completion dates for major parts of the construction work. Completion of Work—Baytown shall ensure that, except in cases of force majeure, the construction of the Project shall be completed on or before the expiration of eighteen (18) months following the Construction Start Date unless extended pursuant to Section II(D)(6). 6. Schedule of Values, Payments to Contractor and Change Orders Schedule of Values—Baytown shall furnish or cause to furnish the County with the Schedule of Values for the Project for review prior to the first partial payment. Payments to Contractor—Baytown shall ensure that requests for payment are based on the unit prices of work completed, as detailed in the Schedule of Values and certified by Baytown's representative. Baytown, through its representative, shall ensure that the work performed by the selected Contractor shall be subject to retainage provisions of Section 2252.032 of the Texas Government Code, as it may be amended from time to time. Upon completion of the Project, and acceptance as such by Baytown and the County, final payment shall be made to the Contractor releasing retainage. All pay requests and release of retainage shall be verified and signed by Baytown and the County. Page 5 of 61 Baytown shall make sure the following appears in Baytown's contracts with its contractors: In accordance with Texas Government Code,Title 10 Chapter 2251 Sec. 2251.022, the Contractor shall provide payment to each Subcontractor and Supplier within ten (10) calendar days after receiving payment from Harris County CSD for amounts previously invoiced for work performed or materials furnished under the Contract. Subcontract payment provisions shall require payments to subcontractors within ten (10) calendar days after the prime Contractor received payment from Harris County CSD. Interest on late payments is subject to the provisions of Texas Government Code, Title 10, Chapter 2251, Vernon's Texas Codes Annotated regarding payments to subcontractors. Under Sec. 2251.023, subcontractors are also required to make payments to their subcontractors no later than the 1 Oth day after the date the subcontractor receives payment from Contractor. Failure to pay subcontractors within 10 days and/or failure to submit appropriate certification of subcontractor payment will be considered in the review of the Contractor's performance of the contract and may result in the withholding of payment to the Contractor. Change Orders — Baytown shall ensure that the cumulative increase in the construction contract shall not exceed twenty-five (25) percent of the original construction contract, and the original price of the contract may not be decreased by more than twenty-five (25) percent without the consent of the Contractor pursuant to Section 271.060 of the Texas Local Government Code. Baytown shall approve in writing and submit to the County for review and approval any change orders to the original construction contract, which shall be appropriately reflected in the Schedule of Values and subsequent pay requests. The County reserves the right to approve any change orders. Any extension of time given shall not release the Contractor or the surety from their Performance and Payment Bonds or from any obligations hereunder, which shall remain in full force and effect until the discharge of the Contractor. All change orders shall be verified and signed by Baytown and the County. 7. Inspections During the construction of the Project, the County or its designee, Baytown, and FTA shall have the right to review all documents,maps,plats,records,photographs, reports or plans affecting said construction. Baytown shall, at its sole expense, furnish the necessary inspection personnel to assure itself of compliance with the construction contract. Baytown understands and agrees to inspections performed by the County's representative. The County shall have full and final authority in all construction disputes. Baytown agrees to promptly make any corrections or modifications to the construction work as requested by the County to cause the construction to comply with this Agreement and any applicable FTA requirements. 8. Compliance with Public Facilities and Infrastructure Quality Standards Baytown shall maintain documentation evidencing that the Project complies with all applicable Federal, state and local public facilities and infrastructure quality standards. Page 6 of 61 9. Compliance Violation(s) Provisions Baytown shall ensure that the construction of the Project is conducted pursuant to applicable Federal, state, and local regulations and comply with any and all requirements detailed in the bid specifications, including any and all FTA requirements and any and all County requirements detailed in this Agreement. The County shall enforce the compliance violations provisions detailed in Exhibit C, Section 13(D), for any and all violations for which the Contractor, through Baytown, has received a Notice of Non-Compliance or a wage restitution notification letter and failed to implement corrective actions within the allotted grace period of fifteen(15)to thirty(30) calendar days from the date of the written notice or letter. E. Matched Funds Baytown shall maintain and make available, for review by the County, source documentation for any matched funds contained in Exhibit B of this Agreement. Source documentation for matched funds may be requested at any time by the County and must be provided in a timely manner. III. TIME OF PERFORMANCE Services of Baytown shall start upon Harris County Commissioners Court approval of this Agreement and shall terminate when the Project is completed, but not later than eighteen (18)months following the commencement of construction,as specified in Section II(D)(5) of this Agreement unless the completion date is extended pursuant to Section II(D)(6).This Agreement may only be extended upon written request and/or receipt of a change order to and approval from the Executive Director of HCCSD or his designee. IV. EXPENSES AND PAYMENT A. Budget Baytown shall perform the project activities within the monetary limits contained in Exhibit B, Budget. Baytown understands that the budget is based upon detailed information submitted by Baytown to the County and that any changes to the summary budget, attached at Exhibit B,will require Baytown to submit a modified detailed line item budget to the County for review and approval. B. Requesting a Budget Revision Any proposed reallocation of funds among various existing budget line items constitutes a budget revision. Baytown shall provide narrative justification for budget revision on letterhead and signed by the representatives, as stated in Exhibit A. A budget revision is not approved for expenditure until Baytown receives written approval from the Executive Director of HCCSD, or his designee. Upon approval, Baytown shall provide a revised budget to the County. At the discretion of HCCSD management, no more than two (2) Page 7 of 61 budget revision requests shall be allowed each year, to be submitted no later than ninety (90) days before the end of the Agreement period, as defined in Section III of this Agreement. New line items or an increase or decrease in funds is a budget amendment and must be formally approved by the County. The County reserves the right to reallocate funds among approved budget line items in order to facilitate implementation of the approved project scope. C. Maximum Amount to be Paid Baytown shall be responsible for 20%of the Local Match requirement as shown in Exhibit B.Upon satisfaction of the Local Match requirement,the County shall reimburse Baytown after receipt of a reimbursement request. Baytown shall expend awarded funds in a consistent and timely manner. The County reserves the right to reduce any or all of the awarded funds due to untimely expenditure of said funds or Agreement non-compliance. Baytown understands and agrees that the amount shown in Exhibit B, in the section "Maximum Amount to be Paid Under this Agreement." County shall not be liable under any circumstances or any interpretations hereof for any costs under the Agreement until the Grant Funds are actually received by the County and only to the extent that such monies are actually received and certified available for this Agreement by the County Auditor, as evidenced by the issuance of a Purchase Order for the amount. In the event these Grant Funds are discontinued or reduced during the Agreement term, the County shall not be liable for payment of any funds above the actual Grant Funds the County receives. If such a discontinuation or reduction occurs and the Parties are unable to renegotiate the Agreement upon mutually, acceptable terms, Baytown's sole and exclusive remedy shall be to terminate this Agreement. Failure to certify funds or to certify sufficient funding or any reason shall not be considered a breach of the Agreement. Baytown understands and agrees that the maximum the County shall become liable to pay shall not under any conditions, circumstances, or interpretations thereof exceed the amount contained in the Purchase Order, the amount which is expected to be available pursuant to the award of the Grant Fund for any purpose under this Agreement, including but not limited to payment for the sidewalk improvements, except to the extent additional funds are expressly made available for such purposes by the Commissioners Court of Harris County, at its sole option, and the Harris County Auditor certifies the availability of such funds for such expenditures. If the County does not make available additional funds, the sole remedy for Baytown shall be termination under this Agreement. D. Payment for Eligible Expenses Baytown understands and agrees that the County shall reimburse Baytown for only those costs that are eligible under applicable Federal rules, regulations, cost principles,and other requirements relating to reimbursement with FTA grant funds. The County may reimburse Baytown for the total costs, plus a fraction of the overhead costs, of those items that serve only clients from the County's service areas, provided that all reimbursements shall be limited to the actual out-of-pocket expenses incurred by Baytown in the performance of this Agreement, with the exception of certain advances. No reimbursement shall be made for goods or services received by Baytown as in-kind contributions from third parties for Page 8 of 61 assistance to the Project. If indirect costs are charged, Baytown shall develop an indirect cost allocation plan determining the appropriate County share of administrative costs and shall submit such plan to the County for approval. E. Payment Procedures The County will reimburse Baytown based upon information submitted by Baytown and consistent with any approved budget and County policy concerning payment. Drawdowns for the payment of eligible expenses and general administration shall be made against the line item budget attached hereto as Exhibit B and in accordance with performance. Reimbursement requests must include an invoice with required source documentation on a form approved by the County and submitted on or before the tenth (10') working day of the month for costs incurred during the preceding month. Prior to payment, the County and the Harris County Auditor must approve all invoices. Incorrect reimbursement request may be returned to Baytown for correction and resubmission. Payments will be adjusted in accordance with advance fund and program income balances available in Baytown's accounts. In addition, the County reserves the right to liquidate funds available under this Agreement for costs incurred by the County on behalf of Baytown. Final reimbursement requests for Baytown shall be received by the County no later than sixty(60)days after completion of the Agreement period. Any requests received after sixty (60)days will not be processed for payment and this Agreement will become void and the remaining funds de-obligated. All unexpended FTA 5307 Grant funds by the Baytown will be de-obligated and recaptured by the County. F. Retainaae Disbursement of funds under this Agreement shall be subject to retainage provisions of Section 2252.032 of the Texas Government Code, as it may be amended from time to time. If Baytown chooses to require retainage, Baytown shall include the following in all contracts used to complete the Services: The Contractor agrees further to return retainage payments to each subcontractor within 10 days after the subcontractor's work is satisfactorily completed. Harris County CSD has also established the following additional mechanisms to ensure prompt payment and Baytown will include it in all contractual agreements. Billing Disputes: If a payment dispute arises between the Contractor and any Subcontractor or Supplier related to this Contract, the Contractor shall provide a written response to the Subcontractor or Supplier, with a copy to the Project Manager, specifically addressing any disputed amounts. The Contractor should resolve all disputed invoices at the earliest time to avoid a delay in the submission of required subcontractorlsupplier payment certifications that could delay payment to the Contractor. In the event that the Contractor cannot resolve a subcontractor or supplier disputed invoice, the Contractor shall bring the matter to the attention of the Contracting Officer at the time of submitting the Contractor's invoice for payment. The Project Manager will investigate the situation and make a determination whether the Contractor's invoice should be processed for payment without the required subcontractor or supplier certification. The Project Manager will not mediate the dispute between the Contractor and any subcontractor or supplier in the resolution of disputed Page 9 of 61 invoices. At no time will the Contractor invoice Baytown for amounts in dispute without prior notification to the Project Manager. Subcontractors: The Contractor shall not, without the written consent of Baytown, terminate a subcontractor, or replace a subcontractor previously listed or permit such subcontract to be assigned or transferred, or allow that portion of the work to be performed by anyone other than the listed subcontractor, except the Contractor may perform a previously subcontracted portion of the work itself with qualified personnel upon written approval from Baytown. After award, the Contractor shall not enter into a subcontract for work to be performed without prior notification to Baytown. At no time will the Contractor invoice Baytown for amounts pertaining to subcontractors terminated or substituted without prior approval G. Expenditure Performance Baytown shall immediately notify the Executive Director of HCCSD, or his designee, of any problems, delays or adverse conditions that will affect the ability of Baytown to perform its obligations under this Agreement. Any such notice shall include a statement of actions taken or contemplated to be taken by Baytown to resolve such problems,delays or adverse conditions. Baytown shall also promptly notify the Executive Director of HCCSD, or his designee, if it anticipates accomplishing the activities set forth in this Agreement with a lower expenditure of funds than the amount allocated,or within a shorter period of time than the Agreement period. Baytown further understands and agrees that should the County determine that Baytown will not use all of the funds allocated to Baytown under this Agreement, then the County shall reduce the amount allocated to Baytown under this Agreement for the purpose of ensuring that such funds do not remain unspent, and that such monies are promptly reallocated to other service providers in accordance with the County's procurement procedures. The County will notify Baytown in writing of its determination to reduce the amount allocated to Baytown under this Agreement and any such determination by the County shall be final. H. Supplementing a Request for Payment A Supplemental Request amending a payment or reimbursement request may be filed with the County after the submission or receipt of the original request. Any Supplemental Request for payment or reimbursement submitted after the date of submission or receipt of the original request will be subject to approval by the County. No more than one Supplemental Request shall be allowed per month. I. Withholding Payments If FTA initiates an investigation into any matter covered under this Agreement, the County may withhold all payments until the results of the investigation have been revealed and resolved. Reimbursement to Baytown will be determined upon resolution of the investigation by FTA. J. Repayment of Ineligible Payments Page 10 of 61 IN THE EVENT FTA DETERMINES THROUGH INVESTIGATIONS AND/OR MONITORING THAT ANY COUNTY PAYMENT OR REIMBURSEMENT TO BAYTOWN IS INELIGIBLE OR DISALLOWED, BAYTOWN SHALL IMMEDIATELY AND WITHOUT DELAY FULLY REIMBURSE THE COUNTY, AND THE COUNTY WILL REIMBURSE FTA FOR DISALLOWED OR INELIGILE COSTS. IF FTA INFORMS THE COUNTY THAT IT IS REQUIRED TO REFUND MONEYS PREVIOUSLY AWARDED OR DRAWN DOWN FROM THE U.S. TREASURY IN REFERENCE TO THIS AGREEMENT,BAYTOWN AGREES TO PAY AN EQUAL AMOUNT TO THE COUNTY PRIOR TO THE DEMAND DATE OF PAYBACK. V. NOTICES Any communication concerning this Agreement shall be directed to the representatives of the County and Baytown, as provided in Exhibit A, Scope of Services. VI. GENERAL CONDITIONS A. Independent Contractor Baytown shall operate as an independent contractor and not as an officer, agent, servant or employee of the County. Baytown shall have exclusive control of, and the exclusive right to control, the details of the work and services performed and shall be solely responsible for the acts and omissions of its officers, members, agents, servants, employees, program participants, licensees or invitees. The doctrine of respondeat superior shall not apply as between the County and Baytown, its officers, members, agents, servants, employees, program participants, licensees or invitees, and nothing herein shall be construed as creating a partnership or joint enterprise between the County and Baytown. It is expressly understood and agreed that no officer, member, agent, employee, licensee or invitee of Baytown, nor any program participant hereunder, is in the paid service of the County and that the County does not have the legal right to control the details of the tasks performed hereunder by Baytown, its officers, members, agents, employees, program participants, licensees or invitees. The County shall in no way nor under any circumstances be responsible for any property belonging to Baytown, its officers, members agents, employees, program participants, licensees or invitees, which may be lost, stolen, destroyed or in any way damaged. B. Indemnity BAYTOWN SHALL PLACE THE FOLLOWING LANGUAGE IN EVERY CONTRACT BAYTOWN USES TO COMPLETE THE SERVICES DESCRIBED IN THIS AGREEMENT: CONTRACTOR SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE,THE COUNTY AND ITS OFFICERS,AGENTS,SERVANTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS DUE TO THAT ACTIVITIES OF CONTRACTOR, ITS AGENTS, EMPLOYEES, OR SUBCONTRACTORS OR ANTOHER ENTITY OVER WHICH THE Page 11 of 61 CONTRACTOR EXERCISES CONTROL FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OF CHARACTER, WHETHER REAL OR ASSERTED,ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE PROGRAM DESCRIBED HEREIN, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS,AGENTS, SERVANTS, EMPLOYEES OF THE COUNTY. CONTRACTOR SHALL ASSUME ALL LIABILITY AND RESPONSIBILITY FOR THE COUNTY AND ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT OR THE OPERATIONS, ACTIVITIES AND SERVICES OF THE PROGRAMS DESCRIBED HEREIN, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES OF THE COUNTY. CONTRACTOR LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS THE COUNTY FROM AND AGAINST ANY AND ALL INJURY, DAMAGE OR DESTRUCTION OF PROPERTY OF THE COUNTY,ARISING OUT OF OR IN CONNECTION WITH ALL ACTS OR OMISSIONS OF ITS OFFICERS, MEMBERS, AGENTS, EMPLOYEES, INVITEES, LICENSEES, OR PROGRAM PARTICIPANTS, OR CAUSED, IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS,AGENTS,SERVANTS, EMPLOYEES OF THE COUNTY. C. Insurance and Bonding 1. Public Liability Insurance Baytown agrees to require its Contractor/sub-Contractors to carry adequate Public Liability Insurance in the amounts required by State law. The amounts of such insurance shall not be less than the maximum liability that can be imposed on the County under the laws of the State of Texas. At present, such amounts are as follows: Bodily injury or death,per person $100,000 Bodily injury or death, per occurrence $300,000 Property damage, per occurrence $100,000 Baytown understands that such insurance amounts shall be revised upward at the County's option and that Baytown shall cause its Contractor to revise such amounts Page 12 of 61 within thirty(30) days following notice to Baytown of such requirements. 2. Worker's Compensation Insurance Baytown shall cause its Contractor to furnish the County with a Certificate of Insurance as proof that it has obtained and paid for a policy of Workers' Compensation Insurance in the amounts required by State law,covering any and all employees active in the Program funded under this Agreement. Accordingly, if Baytown has obtained worker's compensation insurance coverage through self-insurance, as provided by Texas Labor Code § 406.003, such documentation of self-insurance shall be provided to the County prior to, or with the submission of, the first reimbursement request. 3. Documentation of Insurance Coverage Baytown shall cause its Contractor to submit to the County documentation that its Contractor has obtained insurance coverage as required in this Agreement within thirty (30) days of the execution of this Agreement and prior to payment of any monies hereunder. County will be listed as an additional insurance on all insurance policies. 4. Payment and Performance Bonding Baytown shall cause its Contractor to furnish the County with Certificate of Insurance as proof that it has obtained and paid for a certificate of Payment Bond and Performance Bond, as required by State law, see Exhibit D. County shall be listed as a third party beneficiary of the bond. Baytown shall ensure the Contractors keep their bonds current for the duration of the term of the Agreement. D. FORUM AND VENUE This Agreement is governed by the laws of the State of Texas. The exclusive forum for any action arising out of, in connection with, or in any way relating to the Agreement is in a state or federal court of competent jurisdiction in Texas. The exclusive venue for any action arising out of, in connection with, or in any way relating to the Agreement is in a state or federal court of competent jurisdiction in Houston, Harris County, Texas. The County does not agree to binding arbitration or mediation. The County does not waive its right to a trial by jury. VII. ADMINISTRATIVE REQUIREMENTS A. Financial Management Baytown agrees to (1) comply with requirements set out in OMB Super Circular 2 CFR Part 200;(2)adhere to the accounting principles and procedures required therein;(3)utilize adequate internal controls; and (4) maintain necessary source documentation for all costs incurred. Baytown shall administer its Program in conformance with OMB Super 2 CFR Part 200, for all costs incurred whether charged on a direct or indirect basis. Page 13 of 61 B. Record-Keeping, Reports, and Audits 1. Records to be Maintained Baytown shall maintain all records required by this Agreement, records required by 49 U.S.C. 5307 and records that are pertinent to the activities to be funded under this Agreement, including but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken is an eligible activity under the FTA 5307 Grant Program; C. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with FTA assistance; d. Financial records as required by 49 U.S.C. 5307 and OMB Super Circular 2 CFR Part 200; and 2. Retention Baytown shall retain all records pertinent to expenditures incurred under this Agreement for a period of six (6) years after the termination of all activities funded under this Agreement,or after the resolution of all Federal audit findings,whichever occurs later. Records for non-expendable property acquired with funds under this Agreement shall be retained for six(6)years after final disposition of such property. 3. Construction Policies, Reports and Davis-Bacon and Related Acts Requirements Baytown shall ensure that each contract subject to Federal (Davis-Bacon and Related Acts) labor standards requirements must contain the appropriate contract provisions containing the labor standards clauses described in Exhibit C, Section 13. These clauses correspond to the Department of Labor (DOL) regulations prescribing the responsibilities of the Contractor and obligating the Contractor to comply with the labor requirements. The labor standards clauses also provide for remedies in the event of violations, including withholding from payments due to the Contractor to ensure the payment of wages or liquidated damages, which may be found due. Baytown shall ensure compliance with the Davis-Bacon and Related Acts (DBRA) requirements. Baytown shall furnish or cause to furnish documents evidencing compliance with the DBRA requirements, including but not be limited to the following: a. Certified Weekly Payrolls b. Certificate From Contractor Appointing Officer or Employee to Supervise Payment of Employees c. Posting of Equal Employment Opportunity Poster,Notice to Employees Poster and Wage Decision(s) d. Certificate for Contracts, Grants, Loans and Cooperative Agreements Page 14 of 61 e. General Contractor/ Subcontractor Profile NOTE: All of the above listed documents pertaining to the DBRA are required to be submitted by the prime Contractor,all Subcontractors and all third-tier subcontractors without exceptions. 4. Deadlines DBRA compliance documents shall be submitted during the course of project construction pursuant to the deadlines in Exhibit C. 5. Audits & Inspections All records relevant to any matters covered by this Agreement shall be made available to the County, its designees or the Federal government, at any time during normal business hours, as often as the County or other agency deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Baytown will respond to the notification of any deficiencies noted in audit reports within thirty (30) days after receipt by the Baytown. Any deficiencies must be fully cleared by Baytown. Baytown agrees to have an annual agency audit conducted in accordance with OMB Super Circular 2 CFR Part 200. 6. Failure to Meet Record-Keeping, Reporting, Audit, and/or Inspection Requirements Baytown's failure to comply with record-keeping, reporting, audits, and/or inspections as required by this Agreement is a breach of this Agreement and funding will be withheld from Baytown until such time as the reports are timely and accurately submitted. The County maintains the right to terminate this Agreement with Baytown for failure to keep records properly, submit reports for three (3) consecutive months, and/or cooperate with audits/inspections. C. Procurement 1. Compliance Baytown shall comply with the (1) public notice and (2) award of contract to the lowest and most responsible bidder procedures of the Municipal Purchasing Act, TEX. GOV'T CODE §252.001 et seq., concerning the purchase of equipment and services and shall maintain an inventory record of all non-expendable personal property, as defined by County policy, that may be procured with funds provided hereunder. Baytown shall procure materials in accordance with the requirements of OMB Super Circular 2 CFR Part 200, "Procurement Standards," and shall subsequently follow, "Property Standards," covering utilization and disposal of property. D. Subcontracts 1. Approvals Page 15 of 61 Baytown shall not enter into any subcontracts with any agency or individual in the performance of this Agreement without the written consent of the County prior to the execution of such agreement. 2. Monitoring Baytown shall monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports submitted to the County and supported with documented evidence of follow-up actions taken to correct areas of noncompliance. 3. Content Baytown shall cause all of the provisions of this Agreement in its entirety to be included in and made a part of any subcontract executed in the performance of this Agreement. 4. Selection Process Baytown shall insure that all subcontracts let in the performance of this Agreement shall be awarded on a fair, open, and competitive manner. Executed copies of all subcontracts shall be forwarded to the County, along with documentation concerning the selection process. Baytown must adopt and utilize written selection criteria for use in the selection of subcontractors, which selection criteria must conform to the Procurement requirements of OMB Super Circular 2 CFR Part 200. E. Federal Transit Administration Requirements Baytown shall comply with all of the applicable FTA requirements in Exhibit D, including the four percent (4%) DBE participation requirement that has been established for this Agreement, and ensure that all of the applicable FTA requirements are made part of any subcontract(s) executed in the performance of this Agreement. Baytown shall submit, as part of this Agreement, the following assurances and certifications: 1. FTA Requirements Acknowledgement, see Exhibit D. 2. Buy America Certification, see Exhibit E. 3. Lobbying Certification, see Exhibit F. IX. ASSIGNMENTS AND AMENDMENTS A. Assignability Baytown shall not assign or transfer any interest in this Agreement without the prior written consent of the County. Notice of any such permitted assignment or transfer Page 16 of 61 shall be furnished promptly to the County. B. Amendments The County or Baytown may amend this Agreement at any time provided that such amendments make specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of each organization, and approved by the County's governing body. Such amendments shall not invalidate this Agreement, nor relieve or release the County or Baytown from its obligations under this Agreement. Additionally, the County may, in its discretion, amend this Agreement to conform with Federal, state or local governmental guidelines,policies and available funding amounts,or for other reasons. If such amendment results in a change in the funding, the scope of services, or schedule of the activities to be undertaken as part of this Agreement, such modifications will be affected only by written Amendment signed by both the County and Baytown. No more than two (2) Amendments to the Agreement shall be allowed each year. X. TERMINATION OF AGREEMENT A. Automatic Termination This Agreement automatically terminates at the end of the time of performance as specified in Section III., "Time of Performance," of this Agreement. B. Termination Without Cause Either party may terminate this Agreement at any time by giving written notice to the other party of such termination and specifying the effective date thereof at least thirty (30) days before the effective date of such termination. In the event of termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by Baytown under this Agreement shall become the property of the County and Baytown jointly, and Baytown shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to the termination, unless FTA has determined through monitoring and/or investigative practices, that Baytown is not entitled to such compensation. C. With Cause The County may terminate this Agreement for cause,in whole or in part,if Baytown fails to comply with any term of this Agreement,or with any of the rules,regulations or provisions referred to herein; and the County may declare Baytown ineligible for any further participation in the County's FTA 5307 Grant Program, in addition to other remedies as provided by law. If the County has cause to believe Baytown is in noncompliance with this Agreement or any applicable rules and regulations, the County may withhold up to twenty-five(25)percent of said Agreement funds until such time as Baytown is found to be in compliance by the County, or is otherwise Page 17 of 61 adjudicated to be in compliance. D. Partial Terminations Partial terminations of the Scope of Services in Exhibit A may only be undertaken with the prior approval of the County. E. Breach of the Agreement Termination of this Agreement shall not relieve Baytown of liability for any breach of this Agreement that occurs prior to such termination or expiration. F. Close-outs Baytown's obligation to the County shall not end until all closeout requirements described in OMB Super Circular 2 CFR Part 200 are completed to the satisfaction of the County and the Harris County Auditor. Activities during this close-out period shall include, but are not limited to, making final payments, disposing of Program assets, including the return to the County of all unused materials, equipment, unspent cash advances, accounts receivable, and determining the custodianship of records. G. Reversion of Assets Upon expiration or termination of the term of this Agreement, Baytown shall transfer to the County any FTA 5307 Grant funds on hand at the time of expiration and any accounts receivable attributable to the use of such funds. For any year following the expiration or termination of this Agreement that Baytown holds personal property attributable to funds hereunder, Baytown shall submit an Annual Report of Personal Property identifying the property and its location, with such report being filed with the County and the Harris County Auditor. XIII. AGREEMENT REQUIREMENTS Notwithstanding any provision of this Agreement, Baytown is required to comply with only the federal,state,and local regulations applicable to the specific federally assisted program associated with this Agreement. XIV. INCORPORATION OF EXHIBITS The following documents are a part of this Agreement: Exhibit A Scope of Services Exhibit B Budget Exhibit C Harris County Community Services Department Construction Policies and Guidelines Exhibit D FTA Requirements Acknowledgement Page 18 of 61 Exhibit E Buy America Certification Exhibit F Lobbying Certification Exhibit G Project Map Page 19 of 61 ATTEST: CITY OF BAYTOWN By: By: Name: Name: Title: Date Signed: APPROVED AS TO FORM: HARRIS COUNTY CHRISTIAN D. MENEFEE Harris County Attorney By: By: CHERELLE SIMS LIMA HIDALGO Assistant County Attorney COUNTY JUDGE C.A. File 22GEN1391 Date Signed: Page 20 of 61 Exhibit A SCOPE OF SERVICES I. Application This Scope of Services is based on the proposal prepared and submitted by Baytown. However, in the event of any conflict between the proposal and any provision contained herein, this Agreement shall control. In addition to the activities listed below, Baytown agrees to operate this Project in accordance with the FTA 5307 Grant Program requirements and all other applicable Federal, state and local regulations. II. Project Description The scope of the Project is to install up to 8,825 square yards of sidewalk along Cedar Bayou Lynchburg, Lee Drive, South Main Street, Decker Drive, Baker Road and one (1) traffic signal improvement along West Main at Lee Drive within the City of Baytown as shown in Exhibit G,the"Project Map". The sidewalks being replaced are dilapidated with numerous tripping hazards. The new sidewalks and traffic signal improvement will significantly reduce traffic danger to pedestrians along these routes. This project will benefit users of the fixed route transit system and enhance mobility access for individuals who reside or work within Baytown. Baytown shall be responsible for implementing the following sidewalk and traffic signal improvements during the term of this Agreement as follows: Sidewalk Improvements PROJECT LOCATION SIDEWALK (Square Yards Cedar Bayou Lynchburg Baytown Central Blvd. to Garth Road 2,593 Lee Drive West Main to Riggs Street Lee Drive 1,332 Denby Street to Harding Street South Main Street Lee Drive to Allman Street Decker Drive Baker Road to Rollingbrook Drive 4,900 Baker Road Vae Drive to Coachman Drive TOTAL 8,825 Page 21 of 61 Traffic Signal Improvements PROJECT LOCATION TRAFFIC SIGNAL (Lump SumQuantity) West Main @ Lee Drive 1 TOTAL 1 Note: The project limits and traffic signal locations described above are approximations and subject to approval of the final plans and specifications referenced in this Agreement. Baytown shall be responsible for funding and implementing the following sidewalk improvements at its sole expense: Sidewalk Improvements PROJECT LOCATION SIDEWALK (Square Yards Cedar Bayou Lynchburg Road. Baytown Central Blvd. to North Main St. 1,136 (Outside'/z Mile Allowable Radius TOTAL 1136 Baytown shall administer all activities in the provision of the aforementioned sidewalk improvements project in accordance with all applicable Federal, state, and local rules and regulations governing these funds, and in a manner satisfactory to the County. Baytown shall ensure that personnel providing services under this Agreement have all licenses required by law and/or are qualified to perform the services required under this Agreement. Baytown shall further ensure that all Program and/or facility licenses necessary to provide the required services are current and that the County shall immediately be notified if any such required licenses become invalid or are canceled during the term of this Agreement. III. Activities A. Operations and Maintenance Baytown shall be responsible for the operations and maintenance of the sidewalk improvements described in Exhibit A upon completion of construction. B. Project Delivery Baytown shall be responsible for the delivery of the following activities in connection with the provision of the above-noted Project. The activities and the submission of reports and compliance documents shall include, but not be limited to the budget line item categories listed in the budget detail of Exhibit B and as detailed further below: Page 22 of 61 ACTIVITIES, SCHEDULE, AND REQUIRED DOCUMENTS No. Activity Name Schedule Reports and Compliance Documents I. Construction 1. Design Within two hundred-forty(240)days from the date of Final set of drawings,plans, this Agreement,Baytown shall submit the compliance cost estimates,bid documents to the County for review and approval. specifications and construction documents 2. DRAFT Within two hundred-forty(240)days from the date of Copy of the draft Construction this Agreement, Baytown shall submit a draft construction contract Contract construction contract to the County for review and approval. 3. Bid Out Within fifteen (15) days after the County's approval Copy of bid advertisement of the bid specifications,Baytown shall advertise the with affidavit project for at least two 2 consecutive weeks. 4. Pre-bid Conference Baytown shall hold a Pre-bid Conference,at least one Copy of attendance roster week before bids are due. and meeting notes 5. Bid Opening Baytown shall hold a Bid Opening, at a minimum of NIA two (2) weeks after the initial advertisement of project. 6. Bids,Bid Within fifteen (15) days from the date of the Bid Copy of all bids,bid bonds, Tabulation and Opening, Baytown shall submit the compliance tabulation and Recommendations documents to the County for review and approval. recommendations 7. Notice of Award After the County's approval of the lowest and most Copy of Notice of Award responsible bid, Baytown shall issue the Notice of Award to the contractor within fifteen (15) days of approval by Baytown's City Council 8. Executed Baytown shall provide an executed copy of the ORIGINAL copy of the Construction construction contract within fifteen (15) days after executed construction Contract issuance of the Notice of Award contract 9. Pre-construction Within seven (7) days after the date of the executed Copy of attendance roster Conference construction contract, Baytown shall hold the Pre- and meeting notes construction Conference. 10. Construction Start Baytown shall issue the Notice to Proceed to the Copy of Notice to Proceed Date contractor at the time of the pre-construction conference. 11. DBRA Compliance Within seven(7)days of the Construction Start Date ORIGINAL DBRA Documents and during the project construction, Baytown shall compliance documents submit or cause to be submitted original compliance documents on a weekly basis. 12. Survey,Inspection, Baytown shall perform survey, inspection and testing Copy of survey,inspection and Testing during the course of implementing the project, as and testing reports,as applicable. applicable 13. Final Walkthrough At the completion of the construction activities, Copy of Final Punch List, if and Final Punch Baytown shall hold a Final Walkthrough and issue the applicable,copy of the List Final Punch List,as applicable Certificate of Completion. Page 23 of 61 Time/Date variances to the schedule may be approved by the Executive Director of the HCCSD, or his designee, if reasonable justification is provided for the delay. Baytown shall forward compliance documents upon completion of the activity, or as noted in the schedule. In addition to normal administrative services required as part of this Agreement, Baytown agrees to document progress using reporting requirements specified in Section VII of this Agreement. IV. Notice County Baylown Dr. Adrienne Holloway, Executive Director Richard L. Davis, City Manager Harris County Community Services City of Baytown Department 2401 Market Street 8410 Lantern Point Baytown, Texas 77520 Houston, Texas 77054 Page 24 of 61 Exhibit B BUDGET CITY OF BAYTOWN SIDEWALK IMPROVEMENTS PROJECT—PHASE II Maximum Amount to be Paid Under this Agreement It is expressly agreed and understood that the total amount to be paid by the County under this Agreement shall not exceed FIVE HUNDRED FORTY-SIX THOUSAND and SIX HUNDRED TWENTY-SIX and 81/100 Dollars ($546,626.81). PROJECT SUMMARY DESCRIPTION FEDERAL FUNDS LOCAL LOCAL TOTAL FTA 5307 MATCH NON-MATCH (HARRIS FUNDS FUNDS COUTN BAYTOWN) (BAYTOWN Project Costs I. Construction $486,626.81 $121,656.70 $0.00 $608,283.51 (Sidewalks) Within'h Mile II, Construction $60,000.00 $15,000.00 $0.00 $75,000.00 (Traffic Signals) Within'/z Mile III. Construction $0.00 $0.00 $69,863.42 $69,863.42 (Sidewalks) Outside 12 Mile Project Budget Total $546,626.81 $136,656.70 $69,863.42 $753,146.93 Page 25 of 61 Exhibit C HARRIS COUNTY COMMUNITY SERVICES DEPARTMENT CONSTRUCTION POLICIES AND GUIDELINES These policies are intended to assist those Contractors/Subcontractors receiving FTA 5307 Grant funds.They will facilitate the Contractors'/Subcontractors' understanding and compliance with applicable federal and county regulations, policies and processes where the Contractor is responsible for design, bidding and construction contract administration. If clarification is needed,call Gene Simeon,Compliance Manager,at 713-578-2000. 1. If federal funds will be used to retain consultants, Baytown must advertise Request for Qualification Statement (RFQ). Baytown shall submit the draft RFQ for approval prior to advertisement. The responding consultant's SF 330 qualification statements must be submitted for review to Harris County Community Services Department (HCCSD) prior to commissioning the consultants. Upon approval by HCCSD,Baytown may retain consultant(s). 2. Baytown shall advertise for bids and award contracts in compliance with the State of Texas bidding procedures and the following subsections of the OMB Super Circular 2 CFR Part 200: Subpart D 200.300-200.309, "Standards for Financial and Program Management" Subpart D 200.317-200.326, "Procurement Standards" Subpart D 200.333-200.337, "Records Retention and Access" 3. The preliminary drawings must be within the previously approved project scope. All construction projects must comply with Harris County requirements and the policies and procedures of the Harris County Purchasing Agent, Harris County Auditor,and HCCSD. 4. Baytown will incorporate into the construction documents any and all FTA requirements and all construction policies and guidelines contained herein. Final documents must be approved by the County prior to the execution of the contract for construction. 5. Prior to award of contract,the County will review the bid documents,the bidder's qualification statements and financial statements to ensure that the contractor has a good contracting record, adequate capitalization, equipment, and personnel to successfully complete the project, meets minority participation goals and that the bidder has not been debarred by FTA from working on federal contracts. 6. Baytown, Baytown's Representative, and the County shall conduct a pre-bid meeting and a pre- construction conference with the Contractor and Subcontractor(s). 7. The County shall furnish Baytown with specific compliance documentation at the pre-construction conference with the Contractor. Without exception, Baytown and the Contractor shall be responsible for ensuring compliance by all Subcontractors working on the project jobsite with employees covered by the Davis-Bacon Act. 8. Baytown shall, at its sole expense, furnish the necessary inspection personnel to assure itself of compliance with the construction contract. Baytown understands and agrees to inspections performed by the County's representative. Baytown understands and agrees that the County's representative shall have full and final authority in all construction disputes. 9. Baytown and Contractor shall be responsible for preparing monthly pay requests to be reviewed by Baytown's representative prior to submittal for payment. Preparation will consist of a site meeting with Baytown's representative and the Contractor's representative to accurately determine the percentage of Page 26 of 61 completion of various components of the work and time used. Baytown, Baytown's representative, the Contractor,and the County's representative,will be required to sign each monthly estimate prior to being processed for payment. 10. All change orders must be approved in writing by Baytown prior to any alterations or modifications of the work or specifications. Baytown will be responsible for any increase in cost based on any change order required due to errors and/or omissions. Pursuant to Harris County procurement policies and Texas Local Government Code §271.060, total aggregate increases in the contract will not exceed twenty five percent(25%)of the original construction contract amount awarded to the lowest and most responsible bidder; and total decreases to the original construction contract may not exceed twenty five percent (25%)without the consent of the contractor. It. Baytown must submit the following documentation to HCCSD prior to sending Notice of Award to proposed contractor and execution of the construction contract. Prior to sending Notice of Award: • Copy of the bid advertisement. • Copy of the bid tabulations. Copies of all bids submitted. Copies of bidders' bid bonds or cashier's checks or letters or credit in favor of Harris County, in a form acceptable to the Harris County. Copy of the minutes and attendance roster of the bid opening. Baytown's recommendation of contractor. Request authorization from the County to award project to lowest and most responsible bidder. Prior to execution of contract: Copy of DRAFT Construction Contract with contractor County review and approval. Copy of proposed subcontractor list along with subcontractor profiles. Certificates for Contracts,Grants,Loans and Cooperative Agreements—signed by the contractor. 12. Baytown must submit the following documentation after award of contract,but prior to Pre-Construction Meeting: Copy of the performance,payment and maintenance bonds. Copy of"Certificate of Authority" issued by the State Board of Insurance of Texas for the surety company. Only companies listed in the Department of the Treasury circular#570(most recent issue) will be accepted. • Certification of bid award by the City Council/Board. Original copy of the executed contract between the successful bidder and Baytown. Copy of the purchase order. Copy of subcontractor list. Schedule of Values based on standard Construction Specifications Institute (CSI) format (16 divisions) and given in labor and materials listed separately per line item including overhead and profit for each. Construction schedule(Bar Chart or Critical Path Method). 13. Davis Bacon and Related Acts Requirements Baytown shall ensure compliance with the Davis-Bacon and Related Acts requirements and shall furnish or cause to furnish the required reports documenting compliance with the Davis-Bacon and Related Acts requirements. Basic labor standards compliance parameters involve the payment to construction laborers and mechanics not less than the prevailing wage rate established in the wage determination for the type(classification) Page 27 of 61 of work and the hours of work they actually performed. Contractors and subcontractors and any lower- tier subcontractors (employers) are required to prepare, certify and submit weekly payroll reports reflecting all of the laborers and mechanics (employees) engaged in construction of the site of the work. The certified payrolls must clearly indicate name, address, social security number, job classification, corresponding hourly pay rate,hours worked,and any other pertinent information requested on the form. Employers may also be required to submit related documents in order to demonstrate compliance with these standards. The County will not accept incomplete certified payrolls. All required documentation and forms submitted to County must be originals. Each contract subject to Federal(Davis-Bacon&Related Acts)labor standards requirements must contain the appropriate FTA contract provisions containing the labor standards clauses. These clauses correspond to the U.S. Department of Labor(DOL)Regulations prescribing the responsibilities of the contractor and obligating the contractor to comply with the labor requirements. The labor standards clauses also provide for remedies in the event of violations, including withholding from payments due to the contractor to ensure the payment of wages or liquidated damages,which may be found due. These contract clauses are described below. A. Responsibility of the Principal Contractor. Basic labor standards compliance parameters involve the payment to all construction laborers and mechanics not less than the prevailing wage rate established in the wage determination for the type (classification)of work and the hours of work they actually perform. Contractors and subcontractors and any lower-tier subcontractors (employers) are required to prepare, certify and submit weekly reports reflecting all of the laborers and mechanics (employees) engaged in construction of the site of the work. Employers may also be required to submit related documentation in order to demonstrate compliance with these compliance parameters. The principal contractor(also referred to as the prime contractor or general contractor)shall be responsible for the full compliance of all employers (contractors, subcontractors, and any lower-tier subcontractors) with the labor standards provisions applicable to the project. For ease of reference,the term"contractor" shall mean the principal, prime contractor, or general contractor, "subcontractor" shall mean any and all subcontractors and lower-tier subcontractors, and the term "employer" shall include the contractor and any subcontractors and lower-tier subcontractors. B. Davis-Bacon Definitions& Compliance Parameters (ii) Definitions. a. Laborer or mechanic. "Laborers" and "mechanics" are those individuals whose duties are manual or physical in nature including workers who are performing the work of a trade(e.g., Electrician).These terms include apprentices,trainees and,for contracts subject to CWHSSA, watchmen and guards. "Laborers"and"mechanics"are the two groups of workers that shall be paid not less than the Davis-Bacon wage rates. 4) Working foremen. Foremen or supervisors that perform regularly construction work and devote more than 20%of their time as a laborer or mechanic are treated as"laborers" or"mechanics" for labor standards purposes for the time performing construction work. 5) Exclusions. Persons whose duties are primarily administrative, managerial or clerical are not laborers or mechanics. b. Employee. Every person who performs the work of a laborer or mechanic is "employed" regardless of any contractual relationship,which may be alleged to exist between a contractor or subcontractor and such person. This means that even if there is a contract between a Page 28 of 61 contractor and a worker,the contractor shall ensure the worker is paid at least as much as the wage rate on the wage decision for the classification of work they perform. Note that there are no exceptions to the prevailing wage requirements for relatives or for self-employed laborers and mechanics. See also Labor Relations Letter LR-96-01, Labor standards compliance requirements for self-employed laborers and mechanics. c. Apprentices and Trainees. The only workers who can be paid less than the wage rate on the wage decision for their work classification are"apprentices"and"trainees"registered in approved apprenticeship or training programs, including Set-Up apprenticeship programs designed for Davis-Bacon construction work. Approved programs (bona fide programs)are those which have been registered with DOL or DOL-recognized State Apprenticeship Council(SAC). 1) Probationary apprentice. A person in the first 90 days of probationary employment as an apprentice in a bona fide apprenticeship program but who has not yet been formally registered in such a program may be considered an "apprentice" provided that the BAT or SAC has certified that such person is eligible for probationary employment as an apprentice. 2) Pre-apprentice. A"pre-apprentice"person who has not been DOL or SAC certified for probationary apprenticeship is not considered to be an "apprentice" and shall be paid in full journeyman's rate on the wage decision for the classification of work they perform. 3) Ratio of apprentices and trainees to journey man. The maximum number of apprentices or trainees that you can use on the job site cannot exceed the ratio of apprentices or trainees to journeymen allowed in the approved program. d. Prevailing Wages. The term "wages" means the basic hourly rate of pay plus any contribution irrevocably made by an employer to a bona fide fringe benefit fund, plan or program. All laborers and mechanics employed or working on the site of the work shall be paid unconditionally and not less often than once a week the full amount of wages and bona fide fringe benefits computed at rates not less than those contained in the wage determination. Employers who do not make contributions or payments to bona fide fringe benefit funds, plans,or programs shall pay an amount equivalent to the fringe benefit rate(if any)required on the wage determination directly to the employee added to the basic hourly rate of pay. e. Piece-work. Some employees are hired on a piece-work basis, that is, the employee's earnings are determined by a factor of work produced. For example, a Drywall Hanger's earnings may be calculated based upon the square feet of sheetrock actually hung,a Painter's earnings may be based upon the number of units painted. Employers may calculate weekly earnings based upon piece rates provided the weekly earnings are sufficient to satisfy the wage requirement based upon actual hours, including any overtime, worked. If the weekly piece rate earnings are not sufficient, the employer shall re-compute weekly earnings based upon actual hours worked and the rate on the wage decision for the work classification(s) involved. f. Fringe benefits include medical or hospital care, pensions on retirement or death, compensation for injuries or illness resulting from occupational activity, or insurance to provide any of the above; unemployment benefits, life insurance, vacation or holiday pay; defraying costs of apprenticeship or similar programs; or other bona fide fringe benefits. In addition to contributions, fringe benefits may reflect the rate of costs to the employer that may be reasonably anticipated in providing bona fide fringe benefits pursuant to an Page 29 of 61 enforceable commitment to carry out a financially responsible program. Fringe benefits do not include benefits required by other Federal, State or local law, such as the employer's contribution to Social Security or some disability insurance payment. g. Overtime hours are defined as all hours worked on the site of the work in excess of 40 hours in any workweek. Overtime hours shall be compensated at not less than one and one-half times the regular rate of basic pay plus the straight-time rate of any required fringe benefits. h. Deductions. The employer may make payroll deductions as permitted by DOL Regulations 29 CFR Part 3. These regulations prohibit the employer from requiring employees to"kick- back" (i.e. give up) any of their earnings. Allowable deductions which do not require prior DOL permission may include employee obligations for income taxes, Social Security payments, insurance premium, retirement, savings accounts, and any other legally- permissible deduction authorized by the employee. Deductions may also be made for payments on judgments and other financial obligations legally imposed against the employee. i. Proper Designation of Trade. Employers shall select a work classification on the wage decision for each worker based on the actual type of work they performed and shall pay each worker no less than the wage rate and fringe benefits required on the wage decision for that classification regardless of their level of skill. In other words, if someone is performing carpentry work on the project, they must be paid no less than the wage rate on the wage decision for Carpenters ei,en if they are not considered by their employer to be fully trained as a Carpenter. NOTE that the only workers who can be paid less than the rate on the wage decision for their craft are apprentices and trainees registered in approved programs. j. Split Classifications. Laborers and mechanics that perform work in more than one classification may be compensated at the rate specified for each classification provided that the employer maintains time records that accurately set forth the time spent in each classification in which work was performed. If accurate time records are not maintained,the employee shall be compensated at the highest of all wage rates for the classifications in which work was performed. k. Additional classifications and wage rates. If the general contractor determines that the wage decision does not include a classification or classifications needed for the construction of the project, than the general contractor shall submit to the County a request for an additional classification and wage rate. The County shall review and forward the request for additional work classification and wage rate to FTA for review and preliminary approval. FTA shall review and shall forward the request for additional classification and wage rate to DOL for final review and approval. NOTE that the final decision rests with DOL. The general contractor shall make the request for additional classification and wage rate in writing. All third party subcontractors shall submit their request for additional classification and wage rate to their general contractor for further processing. All requests shall identify the project, the project's wage decision, the additional work classification(s) that is (are) missing and recommend a wage rate and fringe benefits(usually the rate the employer already is paying to the employees performing the work) for that classification. The primary contractor may need to describe the work that the new classification will perform. The additional classification and wage rate request may be approved if: a. The requested classification is used by construction contractors in the area of the project. The area is usually defined as the county where the project is located. b. The work that will be performed by the requested classification is not already performed by another classification that is already on the wage decision. In other Page 30 of 61 words, if there already is an Electrician classification and wage rate on the wage decision,the general contractor cannot request another Electrician classification and wage rate. c. The proposed wage rate for the requested classification "fits" with the other wage rates already on the wage decision. For example, the wage rate proposed for a trade classification such as Electrician shall be at least as much as the lowest wage rate for other trade classifications already contained in the wage decision. And, d. The workers that will be employed in the added classification(if it is already known who the workers are or will be), or the workers' representative, must agree with the proposed wage rate. 1. County Review. County shall review the request for additional classification and wage rate to determine whether the request meets the DOL rules outlined above and forwards the request to FTA for further review and preliminary approval. If additional information is required, HCCSD shall contact the general contractor for more information. HCCSD shall inform the general contractor in writing in the event that HCCSD's review finds that the request does not meet the above described rules. The written response shall also inform the general contractor of their option to revise and resubmit their request for additional classification and wage rate in order to meet the above described rules. 2. FTA Review. The FTA Labor Relations field staff shall review the request for additional classification and wage rate to determine whether the request meets the DOL rules outlined above. If additional information is required, FTA shall contact the County for more information. If the FTA Labor Relations review finds that the request meets the rules, FTA shall forward to HCCSD their preliminary approval on the request and refer it to DOL for final review and approval. The County shall inform the general Contractor of FTA's preliminary approval and referral to the DOL. If the FTA Labor Relations review finds that the request for additional classification and wage rate does not meet the above described rules,FTA shall not approve the request. In this case,FTA shall forward to DOL the request with an explanation why FTA believes the request should not be approved. NOTE that the DOL holds the authority on the final decision on the request. The County shall inform the general contractor of FTA's disapproval/referral letter to the DOL. 3. DOL Review and Decision. The DOL shall respond to FTA in writing about the additional classification request and wage rate request. FTA shall forward to the County the final decision from DOL on the request,while the County,in turn,informs the prime contractor of DOL's final decision to be implemented at the job site. If DOL does not approve the contractor's request, DOL's written response to FTA shall include information about the classification and wage rate that shall be used by the contractor at the job site. Upon receipt from FTA copy of the DOL's response and instructions, the County shall inform the general contractor of DOL's denial and of any instructions about the classification and wage rate to be used at the job site. Additional classification criteria and procedures are discussed in more detail in DOL Regulations 29 CFR§5.5. 1. Site of Work. The"site of work" is where the Davis-Bacon wage rates apply. Usually,this means the boundaries of the project. That is the"site of work"is limited to the physical place or places where the construction called for in the contract will remain when work on it has been completed. "Site of work" includes other adjacent or nearby property used by the contractor/subcontractor in the construction of the project (e.g. fabrication sites) provided Page 31 of 61 they are dedicated exclusively or nearly so to the performance of the contract or project,and are so located in proximity to the actual construction location that it would be reasonable to include them. C. Reporting Requirements (i) Payrolls and Basic Records. Payrolls and basic records relating to such payrolls shall be maintained by each employer with respect to their own workforce employed on the site of the work. The principal contractor shall maintain such records relative to all laborers and mechanics working on the site of the work. Payrolls and related records shall be maintained during the course of the construction work and preserved by the contractor and all employers for at least 3 years following the completion of the work. Such records shall contain: 4. The name, address and social security number of each laborer and mechanic; 5. His or her correct work classification(s); 6. Hourly rates of pay including rates of contributions or costs anticipated for fringe benefits; 7. Daily and weekly number of hours worked,including any overtime hours; 8. Gross amount paid; 9. Deductions made and actual net wages paid; 10. Evidence pertaining to any fringe benefit programs; 11. Evidence of the approval of any apprenticeship or trainee program, the registration of each apprentice or trainee and the ratios and wage rates contained in the program. County may obtain copies of the WH-347from the FTA Labor Relations Field stafffor their jurisdiction. (ii) Certified Payroll Reports. Certified weekly payroll reports(CPRs)shall be submitted with respect to each week any contract work is performed. Each contractor and subcontractor(employer) shall prepare and certify such payroll reports to demonstrate compliance with the labor standards requirements. The principal contractor is responsible for full compliance with regard to its own workforce and with regard to the compliance of every subcontractor. For this reason, all CPRs and any related records are submitted to the HCCSD through the principal contractor. 1) CPR format. CPR information may be submitted in any form provided that the County Labor Standards Designee can reasonably interpret the information to monitor employer compliance with the labor standards.Employers are encouraged to utilize DOL Payroll Form WH-347. HCCSD shall make available to each principal contractor a limited number of copies of the WH-347 for the contractor's reproduction and use. 2) Submission requirements. CPRs shall be submitted for each employer beginning with the first week such employer performs work on the site of the work until the work has been completed for the project.CPRs shall be submitted promptly following the close of each such pay week. Page 32 of 61 3) CPR preparation. CPRs for each employer shall be numbered sequentially beginning with "1" for the first week that work was performed at the job site. The CPR for the last week of work to be performed on the project by each employer shall be clearly marked Final. a. Project and Employer Information. Each payroll shall identify the employer's name and address, the project name and number, project address, and the week ending date. The payrolls shall include the week dates in the spaces provided and the payrolls shall be numbered sequentially. b. Employee Information. The first payroll on which each employee appears shall contain the employee's name,address and unique employee number. Thereafter,the address only need to be reported if there is a change in such information or if another employee has the same name. c. Apprentices or Trainees. The first payroll on which any apprentice or trainee appears shall be accompanied with a copy of that apprentice's or trainee's registration in an approved program. A copy of the approved program pertaining to the wage rates and ratios shall also accompany the first CPR on which the first apprentice or trainee appears. d. Split Classifications. For an employee that worked in a split classification,the employer shall make a separate entry for each classification of work performed distributing the hours of work for each classification,accordingly,and reflecting the rate of pay and gross earnings for each classification. Deductions and net pay may be based upon total gross amount earned for all classifications. The division of hours worked in different classifications shall be accurately maintained and clearly reported. e. Hours worked at other job sites. The CPRs should reflect ONLY hours worked at the site of work. If an employee performs work at job sites other than the project for which the CPR is prepared,those"other jobs"hours should not be reported on the CPR.In these cases the employer should list the employee's name, classification, hours performed on this project only,and the rate of pay and gross earnings earned on this project.Deductions and net pay may be reflected based upon the employee's total earnings (for all projects) for the week. f. Rate of Pay. Employers shall report the basic hourly rate of pay for each employee for this project. If the wage decision includes a fringe benefit and the employer does not participate in approved fringe benefit programs,the employer shall add the fringe benefit rate to the basic hourly rate of pay. Also, the employer shall list the overtime rate if overtime hours are worked. i. Piece-work. For any piece-work employee,the employer shall compute an effective hourly rate ofpay for each employee each week based on the employee's piece-work earnings for that week. To compute the effective hourly rate of pay, the employer shall divide the piece-work earnings by the total number of hours worked each week, including consideration for overtime hours. The effective hourly rate shall be reflected on the certified payroll and the hourly rate of pay may not be less than the wage rate (including fringe benefits, if any) on the wage decision for the classification of work performed. It does not matter that the effective hourly rate of pay changes from week-to-week,only that the rate in no less than the rate on the wage decision for the classification of work performed. NOTE that the overtime rate for piece-work shall be computed at one and one-half times the basic rate of pay plus any fringe benefits. Page 33 of 61 ii. Gross Wages Earned. The employer shall show the gross amount of wages earned for work performed on this project. NOTE that the employees with work hours and earnings on other projects,the employer shall show gross wages for this project over gross earnings for all projects (for example, $425.40J$764.85) and base deductions and net pay for"all projects"earnings for that week. iii. Deductions. The employer shall report the amounts of any deductions from the gross earnings. "Other" deductions shall be identified (for example, Savings Account, Loan Repayment, Child Support, etc.). Any voluntary deductions, that is, not required by law or by an order of proper authority, shall be authorized in writing by the employee or provided for in a collective bargaining(union)agreement. Written authorization shall be signed by the employee and shall accompany the first payroll on which the deduction appears. iv. Net Pay. The employer shall report the net pay on each payroll submitted. g. Statement of Compliance (Weekly Payroll Certification). Each weekly payroll shall be accompanied by a "Statement of Compliance." The Statement of Compliance shall be executed by the original signature of the principal executive of the employer or of a person authorized in writing by the principal. The Statement of Compliance shall contain the language prescribed on DOL Form WH-348 or the reverse side of Form WH-347 which shall certify to the following: 1. That the weekly payroll contains the information required to be maintained and that the information is correct and complete; 2. That each laborer or mechanic(including each apprentice and trainee)employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations 29 CFR Part 3; and 3. That each laborer or mechanic has been paid not less than the applicable wage rate and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. If the employer pays a portion of the required fringe benefits to programs and the balance directly to the employee, the employer shall explain those differences in the spaces provided on the Statement of Compliance. If the employer pays the fringe benefits directly to the employees, then the employer shall add the cash equivalent of the fringe benefits to the reported basic hourly rate of pay. 4) "No Work" payrolls. Employers are not required to submit CPRs for weeks during which no work was performed on the site of the work provided that the CPRs are numbered sequentially and that the employer has provided written notice that its work on the project has been suspended. 5) Falsification.The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under Section 1001 of Title 18 and Section 231 of Title 31 of the United States Code. (iii) Other reports Page 34 of 61 a. Certificate From Contractor Appointing Officer or Employees to Supervise Payment of Employees; b. Certificate for Contracts,Grants,Loans and Cooperative Agreements; c. Contractor and Subcontractor(s)Profile(s);and (iv) Inspection of Records and On-site Interviews. Each employer shall make the required records (CPRs and related documents) available for inspection, copying or transcription by authorized representatives of the County, FTA or DOL. In addition, each employer shall permit authorized representatives to interview employees during working hours on the job site. Failure by any employer to submit the required records or to make them available, or to permit on-site employee interviews may, after written notice to the contractor,cause a suspension of any further payment, advance or guarantee of funds. In addition, failure to submit the records on request or to make them available may be grounds for debarment action pursuant to 29 CFR 5.12. (v) Requests by Outside Parties for Payrolls. In order to protect the personal privacy interests of employees,copies of weekly payrolls shall not be released to outside parties and may be withheld under Exemption 6 of the Freedom of Information Act(FOIA) unless the employee's personal identifiers (e.g., name, address, social security number) are first deleted. (vi) Confidentiality. The identity of any person providing information concerning the labor standards compliance of any contractor or subcontractor shall not be disclosed in any manner to anyone other than the County or Federal officials unless written consent is provided in advance by such person. Additionally, any portions of a statement or written document provided by such person,which would reveal the identity of the source shall not be disclosed without prior written consent. Disclosure of such statements and documents shall be governed by the provisions of the FOIA and the Privacy Act of 1974. a. Privacy Act Release. The County's Labor Standards Designee shall make available a Privacy Act Release format to each person making a statement or providing documentation,which alleges underpayment of wages. The format shall permit such person to indicate whether disclosure of identity is authorized. The County may develop a form for its use in its jurisdiction for this purpose. b. DOL investigatory materials. From time to time, the DOL may furnish investigatory materials to the County or FTA in the course of its administration and enforcement operations.None of the material, other than computations of back wages and liquidated damages and the summary of back wages due, may be disclosed in any manner to anyone other than County or FTA staff responsible for administering the contract without prior approval from the DOL. Baytown shall ensure compliance with the Davis-Bacon and Related Acts requirements and shall furnish or cause to furnish the required reports documenting compliance with the Davis-Bacon and Related Acts requirements. County will review all certified payrolls and conduct worker interviews and will hold the contractor responsible for compliance with labor requirements. The County reserves the right to withhold funds from the general contractor to compensate workers in accordance with the appropriate wage scales as promulgated by the U.S. Department of Labor. Page 35 of 61 D. Compliance Violation(s)Provisions As required by the Davis-Bacon Act and applicable Harris County Guidelines, Baytown and the contractor shall be assessed fines for compliance violations. (i) The County shall issue a written Notice of Non-Compliance or wage restitution letter detailing each violation as it arises with instructions on how to cure the violation. The Notice of Non- Compliance or wage restitution letter shall provide for a fifteen(15)to thirty(30)calendar day grace period from the date of the written notice or letter for corrective actions. (ii) Violations shall be punishable against Baytown or the Contractor on a per day/per violation basis and,provided the County has not received reports documenting corrective actions. 14. Baytown will not be permitted to perform any "force account work," wherein Baytown uses its own employees, materials, and/or equipment. All portions of construction work will be subject to the competitive bidding process referenced above. 15. Baytown's contractor shall furnish,deliver,and install one 4'-0"X 8'-0"temporary project sign according to Harris County specifications. Baytown will ensure that the specifications will be made part of the project manual and the cost of the project sign will be included in all bids. Page 36 of 61 Exhibit D FEDERAL TRANSIT ADNUNISTRATION REQUIREMENTS Harris County receives grant funds from the Federal Transit Administration (FTA). Therefore, the successful bidder will be required to comply with the federal statutes and regulations checked below. The following pages contain information for each clause checked below. Please review carefully and indicate your acknowledgement on the final page of this section if you agree to comply with these clauses should you be the successful bidder. Return this entire document with your bid or Agreement. Note: Your signed commitment to comply is required for us to consider your submission responsive. N No Federal Government Obligations N Special DOL EEO Clause to Third Parties N Disadvantaged Business Enterprises(DBEs) N Program Fraud and False or Fraudulent N Prompt Payment Statements and Related Acts N Recycled Products N Access to Records Requirements N ADA Access N Federal Changes ❑ Special Notification for States N Civil Rights(EEO,Title VI, &ADA) N Veterans Employment N Incorporation of FTA Terms N Telecommunication Equipment and Services N Energy Conservation N Cost Plus Contracting N Termination Provisions N Debarment and Suspension N Buy America N Disputes,Breaches,and Other Litigation N Lobbying N Clean Air N Clean Water ❑ Cargo Preference ❑ Fly America N Davis Bacon Act N Copeland Anti-Kickback Act N Contract Work Hours and Safety Standards Act N Bonding ❑ Seismic Safety ❑ Transit Employee Protective Arrangements ❑ Charter Service Operations ❑ School Bus Systems ❑ Drug and Alcohol Testing ❑ Patent Rights ❑ Rights in Data and Copyrights Page 37 of 61 NO GOVERNMENT OBLIGATION TO THIRD PARTIES The Purchaser 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 the Purchaser,Contractor,or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. The Contractor agrees to include the above clause in each subcontract 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. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seMc. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. The Contractor also acknowledges that if it makes,or causes to be made, a false, fictitious,or fraudulent claim,statement,submission,or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 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. 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. ACCESS TO RECORDS Contractor shall permit the authorized representatives of Harris County, the U.S. Department of Transportation(U.S. DOT), and the Comptroller General of the United States to inspect and audit all data and records of Transit Operations relating to its performance under this Contract. Contractor shall maintain complete and accurate records with respect to its performance under this Contract. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible at all reasonable times. Contractor further agrees that Harris County shall have,until the expiration of three (3) years after final payment of this Contract, access to and right to examine any directly pertinent books,documents,papers, and records concerning this project. Page 38 of 61 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 Purchaser 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. CIVIL RIGHTS 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. Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: a) 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. b) 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. c) 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. Page 39 of 61 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. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1 E are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any Harris County requests which would cause Harris County to be in violation of the FTA terms and conditions. ENERGY CONSERVATION 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. TERMINATION Termination for Convenience: The County may terminate this procurement, in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest.The Contractor shall be paid its costs, including contract close-out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to Harris County to be paid the Contractor. If the Contractor has any property in its possession belonging to Harris County, the Contractor will account for the same, and dispose of it in the manner the Harris County directs. (1) Termination for Default [Breach or Cause]: If the Contractor does not deliver supplies in accordance with the contract delivery schedule,or, if the contract is for services,the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, Harris County may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the County that the Contractor had an excusable reason for not performing,such as a strike, fire,or flood, events which are not the fault of or are beyond the control of the Contractor, the County, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. (2) Opportunity to Cure: The County in its sole discretion may, in the case of a termination for breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. In such case,the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to Harris County's satisfaction the breach or default of any of the terms, covenants,or conditions of this Contract within[ten(10)days] after receipt by Contractor of written notice from (Recipient) setting forth the nature of said breach or default, (Recipient) shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination Page 40 of 61 for default shall not in any way operate to preclude (Recipient) from also pursuing all available remedies against Contractor and its sureties for said breach or default. (3) Waiver of Remedies for any Breach: In the event that (Recipient) elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by (Recipient) shall not limit(Recipient)'s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. DEBARMENT AND SUSPENSION This contract is a covered transaction for purposes of 49 CFR Part 29. As such,the contractor is required to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. 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 Harris County. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to Harris County, 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 49 CFR 29, Subpart C 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. BUY AMERICA The Contractor agrees to comply with 49 U.S.C. 53230) and 49 C.F.R. Part 661, which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R. 661.7, and include final assembly in the United States for 15 passenger vans and 15 passenger wagons produced by Chrysler Corporation, and microcomputer equipment and software. Separate requirements for rolling stock are set out at 49 U.S.C. 53230)(2)(C) and 49 C.F.R. 661.11. Rolling stock must be assembled in the United States and have a 60 percent domestic content. A bidder must submit to the FTA recipient the appropriate Buy America certification, see Exhibit E, with all bids on FTA-funded contracts, except those subject to a general waiver. Bids that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. This requirement does not apply to lower tier subcontractors. DISPUTES,BREACHES,OR OTHER LITIGATION Disputes - Disputes arising in the performance of this Contract which are not resolved by agreement of the parties shall be decided in writing by the authorized representative of (Recipient)'s [title of employee]. This decision shall be final and conclusive unless within [ten (10)] days from the date of receipt of its copy,the Contractor mails or otherwise furnishes a written appeal to the[title of employee]. Page 41 of 61 In connection with any such appeal, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the [title of employee] shall be binding upon the Contractor and the Contractor shall abide be the decision. Performance During Dispute - Unless otherwise directed by (Recipient), Contractor shall continue performance under this Contract while matters in dispute are being resolved. 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 his employees, agents or others for whose acts he 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 of damage. Remedies-Unless this contract provides otherwise,all claims,counterclaims,disputes and other matters in question between the (Recipient) 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 the(Recipient) is located. 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 the(Recipient), (Architect) 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. LOBBYING Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Contractors who apply or bid for an award of$100,000 or more shall file the certification (see Exhibit 3A) required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract,grant or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient. CLEAN AIR 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 seg; 40 CFR 15.61 and 49 CFR Part 18. 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. The Contractor also agrees to include these requirements in each subcontract exceeding$100,000 financed in whole or in part with Federal assistance provided by FTA. Page 42 of 61 CLEAN WATER 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 seg. 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. The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. DAVIS BACON ACT AND COPELAND ANTI-KICKBACK ACT (1) Minimum wages - (i) All laborers and mechanics employed or working upon the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account(except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act(29 CFR part 3)),the full amount of wages and bona fide fringe benefits(or cash equivalents thereof)due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2)of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics,subject to the provisions of paragraph(1)(iv)of this section; also,regular contributions made or costs incurred for more than a weekly period(but not less often than quarterly)under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR Part 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, that the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classifications and wage rates conformed under paragraph (1)(ii) of this section) and the Davis-Bacon poster(WH-1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. (ii)(A) The contracting officer shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: 1. Except with respect to helpers as defined as 29 CFR 5.2(n)(4), the work to be performed by the classification requested is not performed by a classification in the wage determination; and 2. The classification is utilized in the area by the construction industry; and 3. The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination; and 4. With respect to helpers as defined in 29 CFR 5.2(n)(4), such a classification prevails in the area in which the work is performed. Page 43 of 61 (B) If the contractor and the laborers and mechanics to be employed in the classification(if known), or their representatives, and the contracting officer agree on the classification and wage rate(including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration,U.S. Department of Labor,Washington, DC 20210.The Administrator,or an authorized representative,will approve,modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(ii) (B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv) If the contractor does not make payments to a trustee or other third person, the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, that the applicable standards of the Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. (v)(A)The contracting officer shall require that any class of laborers or mechanics which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting officer shall approve an additional classification and wage rate and fringe benefits therefor only when the following criteria have been met: 1. The work to be performed by the classification requested is not performed by a classification in the wage determination; and 2. The classification is utilized in the area by the construction industry; and 3. The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate(including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, Washington, DC 20210. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so Page 44 of 61 advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (C) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative,will issue a determination with 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(v) (B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (2)Withholding— The County shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld from the contractor under this contract or any other Federal contract with the same prime contractor,or any other federally-assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in the construction or development of the project), all or part of the wages required by the contract, the [ insert name of grantee] may, after written notice to the contractor, sponsor, applicant, or owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. (3) Payrolls and basic records - (i) Payrolls and basic records relating thereto shall be maintained by the contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work(or under the United States Housing Act of 1937, or under the Housing Act of 1949, in the construction or development of the project). Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis- Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv)that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section I(b)(2)(B) of the Davis-Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs,the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii)(A) The Contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to the County for transmission to the Federal Transit Administration. The payrolls Page 45 of 61 submitted shall set out accurately and completely all of the information required to be maintained under section 5.5(a)(3)(i) of Regulations, 29 CFR part 5. This information may be submitted in any form desired. Optional Form WH-347 is available for this purpose and may be purchased from the Superintendent of Documents (Federal Stock Number 029-005-00014-1), U.S. Government Printing Office, Washington, DC 20402. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. (B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: 1. (1) That the payroll for the payroll period contains the information required to be maintained under section 5.5(a)(3)(i)of Regulations, 29 CFR part 5 and that such information is correct and complete; 2. (2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned,without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned,other than permissible deductions as set forth in Regulations,29 CFR part 3; 3. (3)That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C)The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph(a)(3)(ii)(B) of this section. (D) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. (iii) The contractor or subcontractor shall make the records required under paragraph (a)(3)(i) of this section available for inspection, copying, or transcription by authorized representatives of the Federal Transit Administration or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor fails to submit the required records or to make them available,the Federal agency may,after written notice to the contractor,sponsor, applicant,or owner,take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (4) Apprentices and trainees - (i)Apprentices - Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Bureau of Apprenticeship and Training, or with a State Apprenticeship Agency recognized by the Bureau, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program,who is not individually registered in the program, but who has been certified by the Bureau of Apprenticeship and Training or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the Page 46 of 61 registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered,the ratios and wage rates(expressed in percentages of the journeyman's hourly rate)specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator of the Wage and Hour Division of the U.S. Department of Labor determines that a different practice prevails for the applicable apprentice classification,fringes shall be paid in accordance with that determination. In the event the Bureau of Apprenticeship and Training, or a State Apprenticeship Agency recognized by the Bureau, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii) Trainees-Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor,Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition,any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii)Equal employment opportunity-The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR part 30. (5) Compliance with Copeland Act requirements -The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract. (6) Subcontracts -The contractor or subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses as the Federal Transit Administration may by Page 47 of 61 appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5. (7) Contract termination: debarment-A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. (8) Compliance with Davis-Bacon and Related Act requirements -All rulings and interpretations of the Davis-Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. (9) Disputes concerning labor standards -Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives. (10) Certification of eligibility - (i) By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1). (iii)The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. BONDING The Contractor agrees to provide contract performance and payment bonding as required by State law in Section 2253.021 of the Texas Government Code and comply with any other bonding requirements FTA may issue. The following criteria adequately protects the Federal interest for construction or facility Agreements with a value exceeding $100,000: 1. A performance bond on the part of the Contractor for 100 percent of the contract price. A "performance bond" is one executed in connection with a contract to secure fulfillment of all the contractor's obligations under such a contract; and 2. A payment bond on the part of the Contractor for 100 percent of the contract price. A payment bond is one executed in connection with a contract to assure payment, as required by law, of all persons supplying labor and material in the execution of the work provided for in the contract. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT 1. Overtime requirements - No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work Page 48 of 61 in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. 2. Violation; liability for unpaid wages; liquidated damages - In the event of any violation of the clause set forth in paragraph (1) of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph(1) of this section, in the sum of$10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section. 3. Withholding for unpaid wages and liquidated damages - The County shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act,which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph(2) of this section. 4. Subcontracts -The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs(1)through(4)of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts.The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1)through (4) of this section. EQUAL EMPLOYMENT OPPORTUNITY During the performance of this contract, the Contractor agrees as follows: 1. The Contractor will not discriminate against any employee or applicant for employment because of race,color,religion, sex or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and the employees are treated during employment without regard to their race, color, religion, sex or national origin. 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. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex or national origin. 3. The Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This Page 49 of 61 provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Contractor's legal duty to furnish information. 4. The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representative of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5. The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations and relevant orders of the Secretary of Labor. 6. The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders. 7. In the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by the rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 8. The Contractor will include the portion of the sentence immediately preceding paragraph(1) and the provisions of paragraphs (1) through(8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, however, that in the event a Contractor becomes involved in, or is threatened with litigation with a subcontractor or vendor as a result of such direction by the administering agency the contractor may request the United States to enter into such litigation to protect the interests of the United States. DISADVANTAGED BUSINESS ENTERPRISE (DBE) Goal This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises Page 50 of 61 (DBE) is 10%. Harris County's overall goal for DBE participation is 11%. A contract goal of 11% DBE Participation has been established for this contract. Bidders are required to document sufficient DBE participation to meet these goals or, alternatively, document adequate good faith efforts to do so, as provided for in 49 CFR 26.53. Award of this contract is conditioned on submission of the following concurrent with and accompanying sealed bid: 1. The names and addresses of DBE firms that will participate in this contract; 2. A description of the work each DBE will perform; 3. The dollar amount of the participation of each DBE firm participating; 4. Written documentation of the bidder's commitment to use a DBE subcontractor whose participation it submits to meet the contract goal; 5. Written confirmation from the DBE that it is participating in the contract as provided in the prime contractor's commitment; and 6. If the contract goal is not met, evidence of good faith efforts to do so. Bidders must present the information required above as a matter of responsiveness (see 49 CFR 26.53(3)). Nondiscrimination The Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The Contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as Harris County deems appropriate, which may include, but is not limited to: (1) Withholding monthly progress payments; (2) Assessing sanctions; (3) Liquated damages; and/or (4) Disqualifying the Contractor from future bidding as non-responsible. Each subcontract the Contractor signs with a subcontractor must include the assurance in this paragraph(see 49 CFR 26.13(b)). Prompt Payment Subcontractor and Supplier Payments: In accordance with Texas Government Code, Title 10 Chapter 2251 Sec.2251.022,the Contractor shall provide payment to each Subcontractor and Supplier within ten (10) calendar days after receiving payment from Harris County CSD for amounts previously invoiced for work performed or materials furnished under the Contract. Subcontract payment provisions shall require payments to subcontractors within ten (10) calendar days after the prime Contractor received payment from Harris County CSD. Interest on late payments is subject to the provisions of Texas Government Code, Title 10, Chapter 2251, Vernon's Texas Codes Annotated regarding payments to subcontractors. Under Sec. 2251.023, subcontractors are also required to make payments to their subcontractors no later than the IOth day after the date the subcontractor receives payment from Contractor.Failure to pay subcontractors within 10 days and/or failure to submit appropriate certification of subcontractor payment will be considered in the review of the Contractor's performance of the contract and may result in the withholding of payment to the Contractor. Page 51 of 61 Retainage: Harris County CSD does not normally require retainage on contracts other than contracts involving construction or installation of equipment or other components. If retainage is required, the Contractor agrees further to return retainage payments to each subcontractor within 10 days after the subcontractor's work is satisfactorily completed. Harris County CSD has also established the following additional mechanisms to ensure prompt payment and will include it in all contractual agreements. Billing Disputes: If a payment dispute arises between the Contractor and any Subcontractor or Supplier related to this Contract,the Contractor shall provide a written response to the Subcontractor or Supplier, with a copy to the Project Manager,specifically addressing any disputed amounts.The Contractor should resolve all disputed invoices at the earliest time to avoid a delay in the submission of required subcontractor/supplier payment certifications that could delay payment to the Contractor. In the event that the Contractor cannot resolve a subcontractor or supplier disputed invoice,the Contractor shall bring the matter to the attention of the Contracting Officer at the time of submitting the Contractor's invoice for payment. The Project Manager will investigate the situation and make a determination whether the Contractor's invoice should be processed for payment without the required subcontractor or supplier certification. The Project Manager will not mediate the dispute between the Contractor and any subcontractor or supplier in the resolution of disputed invoices. At no time will the Contractor invoice Harris County CSD for amounts in dispute without prior notification to the Project Manager. Subcontractors: The Contractor shall not, without the written consent of Harris County CSD, terminate a subcontractor,or replace a subcontractor previously listed or permit such subcontract to be assigned or transferred, or allow that portion of the work to be performed by anyone other than the listed subcontractor, except the Contractor may perform a previously subcontracted portion of the work itself with qualified personnel upon written approval from Harris County CSD. After award, the Contractor shall not enter into a subcontract for work to be performed without prior notification to Harris County CSD.At no time will the Contractor invoice Harris County CSD for amounts pertaining to subcontractors terminated or substituted without prior approval. RECYCLED PRODUCTS The Contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C. 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. ADA ACCESS The Contractor agrees to comply with all applicable requirements of the Americans with Disabilities Act of 1990 (ADA), as amended, 42 USC § 12101 et seq.; section 504 of the Rehabilitation Act of 1973, as amended, 29 USC § 794; 49 USC § 5301(d); and any implementing requirements FTA may issue. These regulations provide that no handicapped individual, solely by reason of his or her handicap,be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity included in or resulting from this Agreement. In accordance with Section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112 and section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Contractor agrees that it will comply with the requirements of U.S. Department of Transportation regulations, "Transportation Services for Individuals with Disabilities (ADA)," 49 CFR Part 37; and U.S. Department of Transportation regulations, "Americans with Disabilities Accessibility Specifications for Page 52 of 61 Transportation Vehicles," 36 CFR Part 1192 and 49 CFR Part 38,pertaining to facilities and equipment to be used in public transportation. In addition, the Contractor agrees to comply with the requirements of 49 U.S.C. § 5301 (d)which expresses the Federal policy that the elderly and persons with disabilities have the same right as other persons to use mass transportation services and facilities, and that special efforts shall be made in planning and designing those services and facilities to implement transportation accessibility rights for elderly persons and persons with disabilities. Contractor also agrees to comply with any implementing requirements FTA may issue. Contractor understands that it is required to include the above clauses in all subcontracts. Failure by the Contractor to carry out these requirements is a material breach of this Agreement, which may result in the termination of this Agreement or such other remedy as the County deems appropriate. VETERANS EMPLOYMENT The Contractor and its subcontractor(s) shall give a hiring preference, to the extent practicable, to Veterans (as defined in Section 2109 of Title 5)who have the requisite skills and abilities to perform the construction work required under the contract. This subsection shall not be understood, construed or enforced in any manner that would require the Contractor or its subcontractor(s) to give preference to any Veteran over any equally qualified applicant who is a member of any racial or ethnic minority, female, an individual with a disability, or former employee. TELECOMMUNICATION EQUIPMENT AND SERVICES Recipients, Subrecipients, and Contractors are prohibited from obligating or expending loan or grant funds to: 1) Procure or obtain; 2) Extend or renew a contract to procure or obtain; or 3) Enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). (i) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). (ii)Telecommunications or video surveillance services provided by such entities or using such equipment. (iii) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. COST PLUS CONTRACTING Page 53 of 61 Cost-plus-a-percentage-of-cost (CPPC) contracts are prohibited by 2 CFR 200.323(de. The cost plus a percentage of cost and percentage of construction cost methods of contracting must never be used, including in subcontracts and third-party contracts. A cost-plus contract is one that is structured to pay the contractor or subcontractor their actual costs incurred,plus a fxed percent for proft or overhead. A cost-plus-a-percentage-of-cost (CPPC) contract is a contract containing some element that obligates Harris County or Contractor to pay a contractor or subcontractor an amount (in the form of either profit or costs, undetermined at the time the contract was made, to be incurred in the future, and based on a percentage of future costs. The inclusion of an overall contract ceiling price does not make these forms of contracts acceptable. This type of contract is prohibited because there is no incentive for the contractor or subcontractor to keep its incurred costs low. Instead, there is a reverse incentive for the contractor or subcontractor to continue to incur additional costs in order to continue to drive the percentage of cost up. In other words, increased spending by the contractor will yield higher profits. This prohibition applies to all work, regardless of the circumstances, and applies to subcontracts of the contractor cases where the prime contract is a cost-reimbursement type contract or subject to price redetermination. ACKNOWLEDGEMENT BY SIGNING BELOW, I declare BAYTOWN, has duly authorized me to acknowledge and bind its compliance with the required contract clauses above in this section. It is also understood the clauses above in this section are to be made part of the Agreement or any subcontract under the Agreement between HARRIS COUNTY and BAYTOWN for the work described herein. Authorized Signature Date Company Title Page 54 of 61 Exhibit E BUY AMERICA CERTIFICATION _ * * FXAs (STEEL,IRON,AND MANUFACTURED TRAi�SIT PRODUCTS) Baytown agrees to comply with 49 U.S.C. 53230)and 49 C.F.R. Part 661, which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States,unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R. 661.7, and include final assembly in the United States for 15 passenger vans and 15 passenger wagons produced by Chrysler Corporation,and microcomputer equipment and software. Separate requirements for rolling stock are set out at 49 U.S.C. 53230)(2)(C) and 49 C.F.R. 661.11. Rolling stock must be assembled in the United States and have a 60 percent domestic content. Baytown must submit to the County the appropriate Buy America certification (below) and with all bids or offers on FTA-funded contracts, except those subject to a general waiver. Bids or offers that are not accompanied by a completed Buy America certification must be rejected as nonresponsive.This requirement does not apply to lower tier subcontractors. Please indicate your selection below: ❑ Baytown hereby certifies that it will comply with Title 49 U.S.0 Section 53230)(1) and the applicable regulations in 49 CFR Part 661.5 by only installing steel, iron, and manufactured products produced in the United States of America. Baytown further agrees that it will submit documentation to the County that demonstrate all steel and manufactured products are 100%manufactured in the United States. ❑ Baytown hereby certifies that it cannot fully comply with the Buy America preferences of Title 49 U.S.0 Section 53230)(1) and CFR Part 661.5; Baytown therefore requests a waiver for an exception per Title 49 U.S.0 Section 53230)(2)(A), 43230)(2)(B), or 53230)(2)(D), and 49 CFR Part 661.7. Authorized Signature Date Company Title Page 55 of 61 * Exhibit F LOBBYING CERTIFICATION ■JU"`fi" ' sir fXAS N I APPENDIX A,49 CFR PART 20--CERTIFICATION REGARDING LOBBYING Certification for Contracts,Grants,Loans,and Cooperative Agreements (To be submitted with each bid or offer exceeding$100,000) The undersigned Baytown 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 making lobbying contacts to 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 [as amended by"Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note: Language in paragraph (2)herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65,to be codified at 2 U.S.C. 1601, et seq .)] 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements)and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31,U.S.C. § 1352(as amended by the Lobbying Disclosure Act of 1995).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. [Note: Pursuant to 31 U.S.C. § 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such expenditure or failure.] Baytown certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure,if any. In addition,Baytown understands and agrees that the provisions of 31 U.S.C.A 3801,et seq., apply to this certification and disclosure,if any. Signature of Authorized Official Name and Title of Authorized Official Date Page 56 of 61 Exhibit G PROJECT MAP Page 57 of 61 oIS ID E c Z va = w J9mgoE �/ �. 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ROADS ROYAL PLACE jJy Py ie'2 ` ,�JP �.ae0 L� _ O S`•PY'y 5 _ N AP_T O ROADS y?'� �' U y " �) arm ado- 3 "Oy6 %,AGE J N M" W - m �) appOS EST[ADGE N3AU' RDA AV.T NRGH DB C O°g ye i SpOE C °Pay oyo m a N 1 « �� LO ONV13l O�o CL 3 LS INOW1S3tlD V N 2 W WADE ROB`~F ; a 3�J3C / N ,QN00 9""tP0 � O ORDER OF COMMISSIONERS COURT Authorizing Agreement The Commissioners Court of Harris County, Texas, met in regular session at its regular term at the Harris County Administration Building in the City of Houston, Texas, on with all members present except A quorum was present. Among other business, the following was transacted: ORDER AUTHORIZING EXECUTION OF AN INTERLOCAL AGREEMENT BETWEEN HARRIS COUNTY AND THE CITY OF BAYTOWN FOR THE SIDEWALK IMPROVEMENTS PROJECT—PHASE II Commissioner introduced an order and moved that Commissioners Court adopt the order. Commissioner seconded the motion for adoption of the order. The motion, carrying with it the adoption of the order, prevailed by the following vote: Yes No Abstain Judge Lina Hidalgo ❑ ❑ ❑ Comm. Rodney Ellis ❑ ❑ ❑ Comm. Adrian Garcia ❑ ❑ ❑ Comm. Tom S. Ramsey, P.E. ❑ ❑ ❑ Comm. R. Jack Cagle ❑ ❑ ❑ The County Judge thereupon announced that the motion had duly and lawfully carried and that the order had been duly and lawfully adopted. The order adopted follows: Whereas, the County received funds from the United States Department of Transportation (USDOT) administered through the Federal Transit Administration (FTA) under the Urbanized Area Formula Program (5307). The County and Baytown entered into an agreement on or around August 9, 2016 for the construction of sidewalks and other transit amenities along the transit routes in Baytown (Precinct Two)("Sidewalk Improvements Project"). Whereas, the County and Baytown now desire to enter into an agreement whereby the County will grant FTA 5307 Grant funds to Baytown for Phase II of the Sidewalk Improvements Project (installing up to 8,825 square yards of sidewalk and one (1) traffic signal improvement), which is an eligible activity under the rules and regulations regarding the FTA 5307 Grant Program. The County wishes to engage Baytown to assist the County in utilizing the FTA 5307 Grant funds. IT IS ORDERED, that the County Judge is hereby authorized to execute an Agreement between Harris County and the City of Baytown for the partial funding of the Sidewalk Improvements Project— Phase II, in the amount not to exceed $546,626.81. The Agreement is attached hereto and made a part hereof for all purposes. All Harris County officials and employees are authorized to do any and all things necessary or convenient to accomplish the purposes of this order. Page 61 of 61