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HomeMy WebLinkAboutResolution - 4759 - Contract- Texdot- #515-XXF-6026, Local Match For Transit Providers Grant Program - 02_23_1995Resolution No. 4759 February 23, 1995 Item #33 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock Contract No. 515-XXF-6026 and related documents to be entered into by and between the City of Lubbock and the Texas Department of Transportation, attached herewith, which shall be spread upon the minutes of the Council and as spread upon the minutes of this Council shall constitute and be a part of this Resolution as if fully copied herein in detail. Passed by the City Council this 23rd ATTEST: Betty A. Johnson City Secretary APPROVED AS TO CONTENT: ,6" v Larry V. Wffinan,'I5iv9tor of Transportation APPROVED AS TO FORM: Harold Willard Assistant City Attorney Resolution No. 4759 February 23, 1995 Revised 1-31-95 Item #33 PROJECT NO. LMT-9501(005) CONTRACT NO. 515XXF6026 LOCAL MATCH FOR TRANSIT PROVIDERS GRANT PROGRAM CONTRACT THE STATE OF TEXAS THE COUNTY OF TRAVIS I THIS CONTRACT is made by and between the State of Texas, acting by and through the Texas Department of Transportation, hereinafter called the State, and the City of Lubbock, hereinafter called the Contractor. WITNESSETH WHEREAS, the State has been designated as the supervising agency for the Local Match for Transit Providers (LMT) program by the Office of the Governor, consistent with Texas Civil Statutes, Article 4413(56), Oil Overcharge Restitutionary Act; and, WHEREAS, the State is authorized under Articles 6663b, V.A.C.S. to assist the Contractor in procuring aid for public transportation and to enter into the necessary agreements with the Contractor; and, WHEREAS, the Texas Transportation Commission passed Commission Minute Order No. 104930 authorizing the State to enter into the necessary agreements with the Contractor for a public transportation project under the Local Match for Transit providers program; NOW, THEREFORE, in consideration of the premises and of the mutual covenants hereinafter set forth, the parties hereto agree as follows. AGREEMENT ARTICLE 1. CONTRACT PERIOD This contract becomes effective on the final date of execution by the State's Director of Public Transportation and shall terminate on August 31, 1996 unless otherwise terminated or modified as hereinafter provided. Termination of the Contract shall not release the Contractor from the property management standards outlined in Article 9 below. ARTICLE 2. PROJECT DESCRIPTION The Contractor shall purchase 34 buses, 34 fareboxes, and 34 mobile radios as the public transportation project, and in accordance with the terms and conditions of this Contract. Further, the Contractor shall comply with the provisions of the Uniform Grant and Contract Management Standards prepared in response to the Uniform Grant and Contract Management Act of 1981. The Contractor shall commence, carry on and complete the project with all practicable dispatch, in a sound, economical and efficient manner the purchase of the above described buses, fareboxes and radios. ARTICLE 3. COMPENSATION A. The maximum amount payable under this Contract without modification is $1,568,041. The State will reimburse the Contractor for the authorized costs incurred in carrying out this project which are further described in the budget contained in Exhibit A. The State's payment to the Contractor is contingent upon the availability of Federal and State appropriated funds. The State shall have no liability for any claim submitted by the Contractor or its subcontractors, vendors, manufacturers or suppliers if sufficient Federal or State funds are not available to pay the Contractor's claims. B. To be eligible for reimbursement under this Contract, a cost must be incurred within the contract period specified in Article 1 above and be included in the project budget contained in Exhibit A. C. Payment of costs incurred under this Contract is further governed by cost principles outlined in applicable Federal Office of Management and Budget (OMB) publications as follows: State or Local Governments OMB Circular A-128 Nonprofit Organizations OMB Circular A-133 Colleges, Universities, Educational Institutions D. Costs claimed by the Contractor shall be actual net costs, that is, the price paid minus any refunds, rebates or other items of value received by the Contractor that have the effect of reducing the cost actually incurred. E. All major items of equipment, as described in the capital budget in Attachment A, shall be included in this Contract as direct costs. The Contractor hereby 2 certifies that items of equipment included in direct costs have been excluded from the indirect costs. F. Travel costs for lodging, meals and incidental expenses incurred by contractor personnel shall be considered to be reasonable and allowable to the extent they do not exceed on a daily basis the per diem rates set forth in the Federal Travel Regulations or the published travel policy of the contractor. G. Requests for payment are to be submitted to the State on a monthly basis, except as noted below, on invoice statements acceptable to the State. Requests for payment must be furnished to the State within forty-five (45) days of the end of the month during which the costs were incurred. Additional documentation to support all costs incurred during the billing period may be required at the discretion of the State. As a minimum, each billing must be accompanied by a summary by budget line item which indicates the total amount authorized for each line item, previous expenditures, current period expenditures and the balance remaining in the line item. The contractor must also document the purchase of goods and services from certified disadvantaged and women -owned business enterprises on the format prescribed by the State. The original invoice with required documentation is to be submitted to the following address: Mr. Carl Utley, P. E. Texas Department of Transportation P.O. Box 771 Lubbock, Texas 79408-0771 H. The State will make payment within thirty days of the receipt of properly prepared and documented requests for payment. I. The Contractor will submit a final billing within forty five days of the contract termination date specified in Article 1 above. ARTICLE 4. CONTRACT AMENDMENTS Changes in the scope, objectives, cost or duration of the project authorized herein shall be enacted by written amendment approved before additional work may be performed or additional costs incurred. Any amendment so approved must be executed by both parties within the contract period specified in Article 1. ARTICLE 5. SUBCONTRACTS Any subcontract for professional services rendered by individuals or organizations not a part of the Contractor's organization shall not be executed without prior authorization 3 and approval of the subcontract by the State. Subcontracts shall contain all required provisions of this Contract, including audits and records. No subcontract will relieve the Contractor of his/her responsibility under this Contract. ARTICLE 6. RECORDS AND AUDITS A. The Contractor agrees to maintain all books, documents, papers, accounting records, and other evidence pertaining to costs incurred and work performed hereunder, said books, documents, papers, accounting records and other evidence pertaining to costs incurred and work performed hereinafter called the records, and shall make such records available at its office at all reasonable times for the time period authorized in Article 1. Contract Period. The Contractor further agrees to retain said records for four years from the date of final payment of contract costs incurred hereunder. B. Duly authorized representatives of the Texas State Auditor, the Texas Department of Transportation, the United States Department of Transportation, and the Office of the Inspector General, shall have access to the records described in paragraph A above at all reasonable times during the contract period and for the four year retention period for the purpose of making audits, excerpts, transcriptions, and other examinations. This right of access is not limited to the four year period but shall last as long as the records are retained. If any litigation, claim, negotiation, audit or toehr action involving the records has been started before the expiration of the four year retention period, the Contractor shall retain the records until completion of the action and resolution of all issues which arise from it. Records for nonexpendable property acquired with Federal or State funds shall be retained for four years after its final disposition. 3. When records are transferred to or maintained by the Federal or State sponsoring agency, the four-year retention requirement is not applicable to the Contractor. C. The Contractor further agrees to include these provisions in each negotiated subcontract. D. Contractor audit procedures shall meet or exceed the single audit report requirements outlined in Office of Management and Budget (OMB) publications as follows: State or Local Governments OMB Circular A-128 Institutions of Higher OMB Circular A-133 In Education and Other Nonprofit Organizations ARTICLE 7. FINANCIAL MANAGEMENT SYSTEMS The Contractor's financial management system shall meet or exceed the requirements of the "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments" (49 CFR Part 18). Those requirements include, but are not limited to: A. Accurate, current and complete disclosure of the financial results of each grant program in accordance with State and Federal reporting requirements. B. Records which identify adequately the source and application of funds for grant - supported activities. These records shall contain information pertaining to grant awards and authorization, obligations, commitments, assets, liabilities, outlays and income. C. Effective control over and accountability for all funds, property and other assets. The Contractor shall adequately safeguard all such assets and shall assure that they are used solely for authorized purposes. D. Comparison of actual with budgeted amounts for each contract, and relation of financial information to performance or productivity data, including the production of unit cost information, whenever appropriate and required by the State. E. Procedures for determining the eligibility for reimbursement and proper allocation of costs. F. Accounting records which are supported by source documentation. G. A systematic method to assure timely and appropriate resolution of audit findings and recommendations. ARTICLE 8. PROCUREMENT STANDARDS Contractor procurement standards shall meet or exceed the requirements of the "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments" (49 CFR Part 18), including insurance and bonding requirements. The Contractor shall have written selection procedures which meet the minimum requirements of that document. The Contractor will have written protest procedures and provide these to all vendors upon request. The Contractor agrees to comply with applicable Buy America requirements set forth in Section 337 of 5 the Surface Transportation and Uniform Relocation Assistance Act of 1987 (P.L. 100- 17) and the Federal Transit Administration's Buy America regulations at 49 CFR 661 and 49 CFR 663. The Contractor is responsible for providing completed pre award and post delivery audits to the State prior to requesting reimbursement for any vehicles purchased using Federal Transit Administration funds. The State must concur in the award of all purchase orders for nonexpendable personal property as defined in 49 CFR Part 18. The Contractor will meet all obligations incurred in its subcontracts with its equipment suppliers, to specifically include the prompt payment of monies due the supplier upon delivery of acceptable equipment. Should payment be delayed for any reason, the Contractor agrees not to operate any equipment that has been delivered without the express permission of the equipment vendor and to lend it the same protection it would its own equipment. The Contractor shall insure that any vehicles purchased for use in this project will comply with the Motor Vehicle Safety Standards as established by the United States Department of Transportation. Further, the Contractor shall insure that any vehicles purchased for the project comply with all Federal motor vehicle pollution requirements. Any vehicles purchased using Federal Transit Administration funds must comply with the Bus Test requirements of Section 12(h) of the Federal Transit Act. ARTICLE 9. PROPERTY MANAGEMENT The Contractor agrees to comply with the property management standards specified in the "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments" (49 CFR Part 18), in its control, use and disposition of property or equipment governed by those standards. Further, the Contractor shall comply with the property management standards adopted by the State in the Texas Administrative Code, Title 43, Chapter 31. In the event that any project facility and equipment are not used in the proper manner or are withdrawn from public transportation services, the Contractor shall immediately notify the State. The State reserves the right to direct the sale or transfer of equipment purchased under this Contract upon determination by the State that said equipment has not been fully and/or properly utilized. The Contractor shall maintain at least the minimum insurance on all vehicles and other nonexpendable personal property as required by the insurance regulations of the State of Texas. Irrespective of coverage by insurance, unless otherwise approved in writing by the State, in the event of loss or damage to project property, whether by casualty or fire, the fair market value will be the value of the property immediately before the casualty or fire. Unless otherwise approved by the State, in the event of loss due to casualty or fire, straight line depreciation of the asset, based on the industry standard for a useful life, shall be considered fair market value. 9 The Contractor shall not execute any lease, pledge, mortgage, lien or other contract touching or affecting the Federal or State interest in any project facilities or equipment; nor shall the Contractor, by any act or omission of any kind, adversely affect the Federal or State interest or impair its continuing control over the use of project facilities or equipment. The Contractor shall notify the State immediately of theft, wreck, vandalism or other destruction of project -related facilities or equipment. ARTICLE 10. LABOR PROTECTION PROVISIONS The Contractor agrees to undertake, carry out and complete the project under the terms and conditions determined by the Secretary of the United States Department of Labor to be fair and equitable to protect the interests of employees affected by the project and meeting the requirements of Section 13(c) of the Federal Transit Act. Documentation on compliance efforts is attached hereto as Attachment B. ARTICLE 11. CHARTER AND SCHOOL BUS OPERATIONS A. The Contractor, or any subcontractor acting on its behalf, shall not engage in charter bus operations outside the project area within which it provides regularly scheduled public transportation service, except as provided under Sections 3(g) and 12(c)(6) of the Federal Transit Act, 49 U.S.C. 1608, and regulations pertaining to Charter Bus Operations, set forth at 49 CFR Part 604 and any amendments that may be issued. Any subcontract entered into under these regulations is incorporated into this Contract by reference. B. The Contractor, or any subcontractor acting on its behalf, shall not engage in school bus operations, exclusively for the transportation of students or school personnel, in competition with private school bus operators, except as provided under Section 3(g) of the Federal Transit Act, 49 U.S.C. 1602(g) and regulations pertaining to School Bus Operations, set forth at 49 CFR Part 605 and any amendments thereto that may be issued. Any subcontract entered into under these regulations is incorporated into this Contract by reference. ARTICLE 12. MONITORING AND REPORTING A. The Contractor shall submit to the State quarterly reports that provide as a minimum the following: (1) A comparison of actuial accomplishemnts to the goals established for the period. (2) Reasons why established goals were not met. 7 (3) Other pertinent information including, when appropriate, analysis and explanation of cost overruns or high unit costs. B. The contractor shall promptly advise the State in writing of events which have a significant impact upon the Contract, including: (1) Problems, delays or adverse conditions which will materially affect the ability to attain program objectives, prevent the meeting of time schedules and goals, or preclude the attainment of project work units by established time periods. This disclosure shall be accompanied by a statement of the action taken, or contemplated, and amy State assistance needed to resolve the situation. (2) Favorable developments or events which enable meeting time schedules and goals sooner than anticipated or producing more work units than origianlly projected. ARTICLE 13. DISPUTES A. The Contractor shall be responsible for the settlement of all contractual and administrative issues arising out of procurements entered in support of contract work. B. The State shall act as referee in all disputes regarding non -procurement issues, and the State's decision shall be final and binding. ARTICLE 14. REMEDIES Violation or breach of contract terms by the Contractor shall be grounds for termination of the Contract, and any increased cost arising from Contractor's default, breach of contract or violation of terms shall be paid by the Contractor. This agreement shall not be considered as specifying the exclusive remedy for any default, but all remedies existing at law and in equity may be availed of by either party and shall be cumulative. ARTICLE 15. TERMINATION A. The State may terminate this Contract at any time before the date of completion whenever it is determined that the Contractor has failed to comply with the conditions of the Contract. The State shall give written notice to the Contractor at least seven days prior to the effective date of termination and specify the effective date of termination and the reason for the termination. B. If both parties to this Contract agree that the continuation of the Contract would not produce beneficial results commensurate with the further expenditure of funds, the parties shall agree upon the termination conditions, including the effective date. In the event that both parties agree that resumption of the Contract is warranted, a new contract must be developed and executed by both parties. C. Upon termination of this Contract, whether for cause or at the convenience of the parties hereto, all finished or unfinished documents, data, studies, surveys, reports, maps, drawings, models, photographs, etc., prepared by the Contractor shall become the property of the State. D. The State shall compensate the Contractor for those eligible expenses incurred during the contract period which are directly attributable to the completed portion of the work covered by this Contract, provided that the work has been completed in a manner satisfactory and acceptable to the State. The Contractor shall not incur new obligations for the terminated portion after the effective date of termination. E. Except with respect to defaults of subcontractors, the Contractor shall be in default by reason of any failure in performance of this Contract in accordance with its terms, including any failure by the Contractor to progress in the performance of the work. Failure on the part of the Contractor to fulfill its obligations as set forth in this Contract will be waived by the State for causes due to Acts of God or force majeure. ARTICLE 16. GENERAL PROVISIONS A. CIVIL RIGHTS During the performance of this Contract, the Contractor, for itself, its assignees and successors in interest agrees as follows: (1) Compliance with Requlations: The Contractor shall comply with the regulations relative to nondiscrimination in federally assisted programs of the Department of Transportation (hereinafter "DOT") Title 49, Code of Federal Regulations, Part 21 and 23 CFR 710.405(b), as they may be amended from time to time (hereinafter, referred to as the Regulations), which are herein incorporated by reference and made a part of this Contract. (2) Nondiscrimination: The Contractor, with regard to the work performed by it during the Contract, shall not discriminate on the grounds of race, color, sex or national origin in the selection and retention of E subcontractors, including procurement of materials and leases of equipment. The Contractor shall not participate either directly or indirectly in the discrimination prohibited by section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. (3) Solicitation for Subcontracts, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the contractor for work to be performed under a subcontract, including procurement of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Contractor of the Contractor's obligations under this Contract and the Regulations relative to nondiscrimination on the grounds of race, color, sex or national origin. (4) Information and Reports: The Contractor shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the State or the Federal Transit Administration to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish this information, the contractor shall so certify to the State, or the Federal Transit Administration, as appropriate, and shall set forth what efforts it has made to obtain the information. (5) Sanctions for Noncompliance: In the event of the Contractor's noncompliance with the nondiscrimination provisions of this Contract, the State shall impose such contract sanctions as it or the Federal Transit Administration may determine to be appropriate, including, but not limited to: (a) Withholding of payments to the Contractor under the contract until the Contractor complies, and/or (b) Cancellation, termination or suspension of the contract, in whole or in part. (6) Incorporation of Provisions: The Contractor shall include the provisions of paragraphs (1) through (6) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the regulations, or directives issued pursuant thereto. The Contractor shall take such action with respect to any subcontract or procurement as the State or the Federal Transit Administration may direct as a means of enforcing such a 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 supplier as a result of such direction, the contractor may request the State to enter into such litigation to protect the interests of the State, and, in addition, the contractor may request the United States to enter into such litigation to protect the interests of the United States. B. NONDISCRIMINATION ON THE BASIS OF DISABILITY The Contractor agrees that no otherwise qualified disabled person shall, solely by reason of his disability, be excluded from participation in, be denied the benefits of, or otherwise be subject to discrimination under the project. The Contractor shall insure that all fixed facility construction or alteration and all new equipment included in the project comply with applicable regulations regarding Nondiscrimination on the Basis of Handicap in Programs and Activities Receiving or Benefitting from Federal Financial Assistance, set forth at 49 CFR Part 27, any amendments thereto, and the Americans with Disabilities Act. C. DISADVANTAGED BUSINESS ENTERPRISE PROGRAM REQUIREMENTS It is the policy of the Department of Transportation and the State that Disadvantaged Business Enterprises as defined in the Intermodal Surface Transportation Efficiency Act of 1991, P. L. 102-240, Sec. 1003, 105 Stat. 1914, 1918-1922 (1922), shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds. Consequently, the Disadvantaged Business Enterprise requirements of Pub. L. No. 102-240, Sec. 1003 apply to this Contract as follows: 1. The Contractor agrees to ensure that Disadvantaged Business Enterprises (DBE) as defined in P. L. 102-240, Sec. 1003 have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal or State funds. In this regard, the Contractor shall take all necessary and reasonable steps to meet the Disadvantaged Business Enterprise goal for this contract. 2. The Contractor shall not discriminate on the basis of race, color, national origin or sex in the award and performance of contracts funded in whole or in part with Federal or State funds. 3. These requirements shall be physically included in any subcontract. The percentage goal for Disadvantaged Business Enterprise participation in the activities to be performed under this contract is a minimum 10% of the contract dollars available for contracting opportunities as defined in P. L. 102-240, Sec. 1003. The Contractor shall submit to the State reports on DBE compliance efforts and documentation of good faith efforts to meet the DBE goal. This information shall be provided to the State on the format(s) and at time intervals prescribed by the State. Failure to carry out the requirements set forth a contract and, after the notification of the State, contract by the State or other such remedy, which grant awards, as the State deems appropriate. D. EQUAL EMPLOYMENT OPPORTUNITY bove shall constitute a breach of may result in termination of the may include reductions in future The Contractor agrees to comply with Executive Order 11246 titled "Equal Employment Opportunity" as amended by Executive Order 11375 and as supplemented in Department of Labor Regulations (41 CFR, Part 60). E. AFFIRMATIVE ACTION The Contractor warrants that affirmative action programs as required by the rules and regulations of the Secretary of Labor (41 CFR 60-1 and 60-2) have been developed and are on file. F. SPECIAL PROVISIONS FOR CONSTRUCTION OR REPAIR CONTRACTS 1. Contract Work Hours and Safety Standards Act The Contractor agrees to comply with Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C., Part 327- 330) as supplemented by Department of Labor regulations (29 CFR, Part 5), which requires wages to be computed on a standard 40 hour work week, with time in excess of 40 hours in a week compensated at a rate not less than 1 1/2 times the basic rate. No worker shall be required to work in surroundings or under conditions which are unsanitary, hazardous or dangerous. 2. Copeland "Anti -Kickback" Act The Contractor agrees to comply with the Copeland "Anti -Kickback" Act (18 U.S.C. 874), as supplemented in Department of Labor regulations (29 CFR, Part 3) which provides that each contractor or subrecipient shall be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he is otherwise entitled. The recipient shall 12 report all suspected or reported violations to the Federal awarding agency. 3. Davis -Bacon Act The Contractor agrees to comply with the provisions of the Davis -Bacon Act (40 U.S.C. 176a to 9-7) as supplemented by Department of Labor regulations (29 CFR, Part 5), which requires that contractors shall pay wages to laborers and mechanics at a rate not less than the minimum wages specified in a wage determination made by the Secretary of Labor. Wages shall be paid not less than once a week. 4. Relocation and Land Acquisition The terms of the Department of Transportation regulations "Uniform Relocation and Real Property Acquisition for Federal and Federally Assisted Programs" 49 CFR Part 25 are applicable to this Contract. 5. Insurance and Bonding 6. Signs The Contractor shall comply with insurance and bonding requirements as established in 49 CFR Part 18. The Contractor shall cause to be erected at the site of construction, and maintained during construction, signs satisfactory to the State and the United States Department of Transportation identifying the project and indicating that the Government is participating in the development of the project. G. ENVIRONMENTAL PROTECTION AND ENERGY EFFICIENCY The Contractor agrees to comply with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857(h]); Section 508 of the Clean Water Act (33 U.S.C. 1368); Executive Order 11738 and Environmental Protection Agency regulations (40 CFR, Part 15). The Contractor further agrees to report violations to the State. The Contractor agrees to recognize 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 (P.L. 94-163). 13 H. CONTROL OF DRUG USE The Contractor agrees to comply with the terms of the Federal Transit Administration regulation, "Control of Drug Use in Mass Transportation Operations", set forth at 49 CFR Part 653. I. SUSPENSION AND DEBARMENT The terms of the Department of Transportation regulation, "Suspension and Debarment of Participants in DOT Financial Assistance Programs", set forth at 49 CFR Part 29, are applicable to this contract and the Contractor must complete the Contractor Certification which is included as Attachment C. Further, any subcontractor employed by the Contractor is also bound by the terms of 49 CFR Part 29 and must complete a Contractor Certification form. J. RESTRICTIONS ON LOBBYING Pursuant to Section 319 of P. L. 101-121, which generally prohibits recipients of Federal funds from using those monies for lobbying purposes, the Contractor shall comply with the attached Special Provision "New Restrictions on Lobbying", which is included as Attachment E. K. PROHIBITED ACTIVITIES The Contractor or any subcontractor shall not use Federal or State assistance funds for publicity or propaganda purposes designed to support or defeat legislation pending before Congress or the Texas Legislature. No member of or delegate to the Congress of the United States shall be admitted to any share or part of this Contract or to any benefit arising therefrom. No member, officer or employee of the Contractor during his tenure or one year thereafter shall have any interest, direct or indirect, in this Contract or the proceeds thereof. Texas Transportation Commission policy mandates that employees of the Department shall not accept any benefits, gifts or favors from any person doing business or who reasonably speaking may do business with the State under this Contract. The only exceptions allowed are ordinary business lunches and items that have received the advanced written approval of the Executive Director of the Department of Transportation. Any persons doing business with or who may reasonably speaking do business with the State under this Contract may not make any offer of benefits, gifts or favors to Departmental employees, 14 except as mentioned hereabove. Failure on the part of the Contractor to adhere to this policy may result in the termination of this Contract. L. DELINQUENT TAX CERTIFICATION Pursuant to Article 2.45 of the Business Corporation Act, Texas Civil Statutes, which prohibits the State from awarding a contract to a corporation that is delinquent in paying taxes under Chapter 171, Tax Code, the Contractor hereby certifies that it is not delinquent in its Texas franchise tax payments, or that it is exempt from or not subject to such tax: A false statement concerning the Contractor's franchise tax status shall constitute grounds for cancellation of the contract at the sole option of the State. M. ASSURANCES The Contractor will comply with Texas Civil Statutes, Article 5996a, by insuring that no officer, employee or member of the Contractor's governing board or of the Contractor's subcontractor shall vote or confirm the employment of any person related within the second degree by affinity or third degree by consanguinity to any member of the governing body or to any other officer or employee authorized to employ or supervise such person. This prohibition shall not prohibit the employment of a person who shall have been continuously employed for a period of two years prior to the election or appointment of the officer, employee, governing body member related to such person in the prohibited degree. The Contractor will insure that all information collected, assembled or maintained by the applicant relative to this project shall be available to the public during normal business hours in compliance with Texas Civil Statutes, Article 6252-17a, unless otherwise expressly provided by law. The Contractor will comply with Texas Civil Statutes, Article 6252-17, which requires all regular, special or called meetings of governmental bodies to be open to the public, except as otherwise provided by law or specifically permitted in the Texas Constitution. N. PATENT RIGHTS If any invention, improvement or discovery of the Contractor or any of its subcontractors is conceived or first actually reduced to practice in the course of or under this project, which invention, improvement or discovery may be patentable under the Patent Laws of the United States of America or any foreign country; and if said invention, improvement or discovery has not already 15 become the property of the State under Article 16.0 above; the Contractor shall immediately notify the State and provide a detailed report. The rights and responsibilities of the Contractor, subcontractors and the United States Government with respect to such invention will be determined in accordance with applicable Federal laws, regulations, policies and any waivers thereof. Further, the Contractor shall comply with the provisions of 41 CFR, Part 1-9. O. COPYRIGHTS The State and the United States Department of Transportation shall have the royalty -free, non-exclusive and irrevocable right to reproduce, publish or otherwise use, and to authorize others to use, the work for government purposes. P. INDEMNIFICATION The Contractor shall indemnify and save harmless the State from all claims and liability due to activities of itself, its agents, employees, or volunteers, performed under this agreement and which result from an error, omission or negligent act of the Contractor or of any person employed by the Contractor. The Contractor shall also save harmless the State from any and all expenses, including attorney fees, which might be incurred by the State in litigation or otherwise resisting said claim or liabilities which might be imposed on the State as a result of activities by the Contractor, its agents, employees or volunteers. Q. SUCCESSORS AND ASSIGNS The Contractor binds himself, his successors, assigns, executors and administrators in respect to all covenants of this agreement. The Contractor shall not sign, sublet or transfer his interest in this agreement without the written consent of the State. R. CONTRACTOR ACKNOWLEDGMENT The Contractor acknowledges that it is not an agent, servant or employee of the State and is responsible for its own acts and deeds and for those of its agents or employees during the performance of the contract work. S. LEGAL CONSTRUCTION In case any one or more of the provisions contained in this agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision thereof OR and this agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. T. PRIOR AGREEMENTS This agreement constitutes the sole and only agreement of the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. 17 IN TESTIMONY WHEREOF, the parties hereto have caused these presents to be executed. STATE OF TEXAS Certified as being executed fc the purpose and effect of activating and/or carrying out CONTRACTOR City of Lubbock the orders, established policies, Title: Mayor or work programs heretofore approved and authorized by the Texas Transportation Commission Date: February 23, 1995 under tthe authority of Minute Order 104930. APPROVED: By: Director of Publ!6 Transportation Date: - 1 RECOMMENDED FOR EXECUTION: role District Engineer, Lubbock District ATTEST: 4"t, '.� C�-P' Betty R. JohnsdL City Secretary Date: February 23, 1995 APPROVED AS TO CONTENT: Larry V, offman Director of Tran portation APPROVED AS TO FORM: arold Willard 18 Assistant City Attorney CONTRACTOR: CITY OF LUBBOCK CONTRACT NO: 515XXF6026 STATE PROJECT: LMT-9501(005) CONTRACT BUDGET STATE LINE ITEM NO: DESCRIPTION TOTAL FEDERAL DOC LOCAL CAPITAL 34 BUSES,FARE 7,840,205 6,272,164 1,568,041 0 BOXES AND 0 0 0 0 RADIOS 0 ---------- 0 ---------- 0 ---------- 0 TOTAL 7,840,205 6,272,164 80% 1,568,041 20% ---------- 0 0% TOTAL 7,840,205 6,272,164 1,568,041 0 STATE FUNDING SPLIT: OOC Capital 1,568,041 TOTAL 1,568,041 TOTAL REIMBURSABLE: 1,568,041 TOTAL 1,568,041 0 0 1,568,041 EXHIBIT A