REQUEST FOR PROPOSALS

for the performance of

PROFESSIONAL ARCHITECTURAL AND ENGINEERING SERVICES

for the

NISSAN SITE PARKING LOT FACILITY

COUNTY OF LACKAWANNA TRANSIT SYSTEM 800 NORTH SOUTH ROAD

SCRANTON, PA 18504

July 2, 2012

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REQUEST FOR PROPOSALS The County of Lackawanna Transit System (COLTS) is seeking written proposals for professional architectural, engineering and related services required for the construction of the Nissan Site Parking Lot Facility in Scranton, PA. Copies of the complete Request for Proposals (RFP) will be available for download by July 9, 2012 on the “Business Opportunities” page of the COLTS website (www.coltsbus.com). The “Business Opportunities” page can be found on the “About COLTS” pull down menu on the COLTS website homepage. A non-mandatory Pre-proposal conference will be held at the DGS Parking Lot (south of the Project Site) which is located on the southwest corner of the intersection of Lackawanna Avenue and Cliff Street in Scranton, PA, on Wednesday, July 11, 2012 at 10:00AM. Prospective proposers are strongly encouraged to attend and provide written questions prior to this meeting; Include “Nissan Site Parking Lot Facility” in the subject line. Final written questions must be submitted by Wednesday, July 25, 2012, 5:00 PM. Written responses will be returned by Friday, July 27, 2012 5:00 PM. All questions shall be submitted by email only to Joseph C. Prowell, Construction Manager at joseph.prowell@mbakercorp.com. The Proposer will be required to comply with all applicable Federal and State laws and regulations including Disadvantaged Business Enterprise and EEO regulations. Furthermore, the project is subject to financial assistance from the local jurisdictions, the Commonwealth of Pennsylvania and the Federal Transit Administration and all applicable provisions of the laws and regulations must be followed. COLTS reserves the right to postpone, to accept or reject any and all proposals, in whole or in part, or to waive informalities as it deems to be in its best interest. The design and engineering services required for the construction of the project are expected to involve the following tasks: 1. Preliminary Design Development 2. Final Design Development 3. Preparation of Construction Documents 4. Contract Procurement 5. Contract Administration and Construction Services One (1) Technical Proposal on a CD in PDF format and one original (marked “original”) and four (4) copies of the technical proposal shall be submitted no later than 12:00 Noon, prevailing time Wednesday, August 1, 2012. The Technical Proposal must be submitted in a sealed container and appropriately labeled – “COLTS – Nissan Site Parking Facility”. No Cost Proposals will be received at this time and no costs shall be included in the Technical Proposals. See complete Request for Proposals for full details. The proposals should be addressed to: Mr. Robert Fiume, Executive Director County of Lackawanna Transit System, 800 North South Road, Scranton, PA 18504

TABLE OF CONTENTS

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Page

Cover Page ............................................................................. 1 Advertisement ......................................................................... 2 Table of Contents ................................................................... 3 1.0 GENERAL INFORMATION 1.1 Introduction ............................................................................. 5 1.2 Definitions ............................................................................... 6 1.3 Proposal Submission Schedule .............................................. 7 1.4 RFP as Exclusive Basis for Proposal ...................................... 7 1.5 Modifications, Deviations and Irregularities ............................. 8 1.6 Conditions, Exceptions, Reservations or Understandings ...... 8 1.7 Modification or Withdrawal of Proposals ................................. 9 1.8 Form of Contract ..................................................................... 9 1.9 Contractor Responsibility ........................................................ 9 1.10 Adverse Interest Law .............................................................. 9 1.11 Pennsylvania Inspection and Copying of Records Act ............ 10 2.0 PROPOSAL REQUIREMENTS 2.1 General Requirements ............................................................ 10 2.1.1 Letter of Transmittal/Proposal Requirements ............... 10 2.1.2 DBE Subcontract Participation ..................................... 12 2.2 Overview of Proposer ............................................................. 14 2.2.1 Description of Proposer ................................................ 14 2.2.2 Contractor/Subcontractor Percentage of Work ............ 14 2.3 Experience Record ................................................................. 15 2.4 Project Work Plan ................................................................... 16 2.4.1 Methodology................................................................. 17 2.4.2 Flow Chart .................................................................... 17 2.4.3 Staffing Table ............................................................... 17

Page

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2.5 Project Organization and Management Plan .......................... 17 2.5.1 Description of Organization and Management Plan ..... 17 2.5.2 Project Organizational Chart/Resumes ........................ 18 2.5.3 Key Personnel Guarantee ............................................ 18 2.5.4 Certification/License Requirements .............................. 18 2.6 Summary of Costs .................................................................. 18 2.7 Appendix Information .............................................................. 20 2.7.1 Financial Information .................................................... 20 2.7.2 Resumes ...................................................................... 22 2.7.3 Key Personnel Guarantee ............................................ 22 2.7.4 Affirmative Action and Equal Opportunity Policy .......... 22 2.7.5 Insurance Requirements .............................................. 22 2.7.6 Joint Venture Requirements ......................................... 22 2.7.7 Proposal Attachments .................................................. 22 3.0 PROPOSAL SELECTION PROCESS 3.1 Selection Sequence ................................................................ 23 3.2 Negotiations ............................................................................ 24 3.3 Contract Award ....................................................................... 24 3.4 Cancellation of Procurement ................................................... 24 3.5 Proposal Protest Procedures .................................................. 24 4.0 SCOPE OF SERVICES

4.1 Preliminary Design Development ........................................... 27 4.2 Final Design Development ..................................................... 28 4.3 Preparation of Construction Documents ……………………. .. 29 4.4 Contract Procurement …. ....................................................... 30 4.5 Contract Administration and Construction Services …. .......... 30

EXHIBITS: 1 Sample Agreement 2 Proposal Attachments 1.0 GENERAL INFORMATION

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1.1 Introduction

The County of Lackawanna Transit System (COLTS) is seeking proposal for Professional Architectural and Engineering Services in connection with the construction of the new Nissan Parking Facility in the City of Scranton, Pennsylvania. The Nissan Site Parking Facility Project is located on lands occupied by a vehicle dealership doing business as Tom Hesser Nissan (25 Lackawanna Avenue, Scranton, PA). The work associated with the Nissan location consists of demolition of the existing facilities and converting the site into a functional parking lot for Pennsylvania Department of General Services employees’ use. This work will be in conjunction with and concurrently related to work being performed by others on adjacent lands, currently occupied by Martz Trailways, (hereby known as the Martz Parking Facility). Once completed, the Nissan Parking Facility and Martz Parking Facility will function as “ONE” parking facility and support approximately three hundred (300) parking spaces and, also include, but not be limited to, stormwater facilities, lighting, landscaping, sidewalk, etc. features that will work together as a whole. In addition, this contractor will coordinate the work as described with the Lead Design Professional, Sowinski Sullivan Architects (hereby known as SSA), which has entered into an Agreement with COLTS to render design and construction services associated with the new COLTS Intermodal Transportation Center and the Martz Site Parking Lot Facility.

COLTS intends to enter into an Agreement which will provide for Professional Architectural and Engineering Services for the completion of the Nissan Site Parking Lot Facility. Until the site is acquired, all work performed by contractor will be compensated on a quantum meruit basis and COLTS does not make any warranty or representation regarding acquisition. Design for this project must be completed in accordance with the Lead Design Professional’s schedule of Task completions (see attached).

This RFP contains all of the information necessary to prepare and file a

Proposal. Proposers are advised to completely review this RFP and explicitly follow the instructions herein regarding the submission of a Proposal. Each Proposal shall comply with the requirements of this RFP as stated herein and all applicable federal, state and local laws.

1.2 Definitions

Throughout this RFP, the following definitions shall apply:

“Agreement” means the negotiated contract between COLTS and Contractor to perform the Scope of Services as set forth in the RFP.

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“COLTS” means County of Lackawanna Transit System, 800 North South Road, Scranton, PA 18504, acting by and through its representatives. “Contractor” means the Proposer selected by COLTS to perform the Contract Services as set forth in the Agreement.

“Contract Services” means the Scope of Services as defined in the RFP and as finalized, through negotiations, and incorporated into the Agreement. “DBE” means Disadvantaged Business Enterprise as defined in 49 C.F.R., Part 26, “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”.

“FTA” means Federal Transit Administration, United States Department of Transportation. “Joint Venture” means an association of two or more businesses to carry out a single business enterprise for profit for which they combine their property, capital, efforts, skills and knowledge for the purpose of proposing on an RFP and executing an agreement as a single business entity. “Project” means the COLTS project for which the Contract Services are required, specifically for the construction of the Intermodal Transportation Center and the Martz Parking Lot. “Proposal” means the written submission, in response to the RFP, by a Proposer for the Contract Services.

“Proposer” means the individual, firm, partnership, corporation, joint

venture or other entity that submits a proposal to COLTS, in response to the RFP, seeking to be selected as the Contractor.

“RFP” means this Request for Propsals. 1.3 Proposal Submission Schedule

See RFP Advertisement for schedule details. An Information Meeting for interested parties will be held on the date and time as set forth in the Advertisement. Questions generated at the Information Meeting will be answered, if necessary, in writing by COLTS.

Attendance is recommended but not required at the Information Meeting. However, Information Meetings will not occur at any time other than the above designated time. The RFP and any subsequent written addenda serve as the sole basis upon which Proposers may submit proposals.

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Proposals shall be submitted as indicated in the Advertisement and must be received by the time stipulated for receipt of proposals. Proposals not received by that time and date shall not be considered by COLTS and will be returned to the Proposer.

1.4 RFP as Exclusive Basis for Proposal

The RFP represents, in writing to all Proposers, the most comprehensive and definitive statement that COLTS is able to make at this time as to the requirements, terms and conditions for this proposal process and performance of Contract Services. Any information or understandings, verbal or written, which are not contained either in the RFP, or in subsequent written addenda to the RFP, will not be considered in evaluating proposals.

COLTS reserves the right to amend the RFP at any time. Any amendments to, or interpretations of, the RFP, shall be described in written addendum. COLTS will provide a copy of the addendum on their website with the RFP.

Failure of any such party to receive the addendum shall not relieve a Proposer from any obligation under its Proposal as submitted or under any requirement of the RFP, as amended. All addenda issued shall become part of the RFP.

It is the intent of COLTS to provide for a simple and inexpensive proposal process. In the preparation of the proposal, proposers will only have available the information provided in this RFP and in the RFP Additional Information file.

All questions relating to clarifications of, or modifications to, the RFP must be in writing. No telephone solicitations will be honored. All questions must be submitted as set forth in the Advertisement. Only written questions or communications will be considered for possible response. If any questions or communications submitted necessitate a response, an addendum will be provided by COLTS. Only written responses provided as addendum shall be official and all other forms of communications with any director, officer, employee, or agent of COLTS shall not be binding upon COLTS. All such questions or communications and requests must be submitted by Proposers and received by COLTS as set forth in the Advertisement. Questions received after that time may not receive any response from COLTS.

1.5 Modifications, Deviations and Irregularities

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Any individual, firm, partnership, corporation, joint venture or other entity able to meet the requirements of the RFP is invited to respond to the RFP. Proposers will be bound by the provisions contained in the RFP, unless a waiver or deviation is formally issued via written addendum by COLTS. As part of the process leading to the selection of the Contractor, COLTS may request additions, modifications or clarifications to the proposal. It is the intent of COLTS not to renegotiate substantive portions of a Proposer's proposal and to rely on the information submitted in the proposal in awarding an Agreement.

COLTS reserves the right to waive any minor irregularities in any proposal submitted in response to the RFP and to reject all proposals at its option.

1.6 Conditions, Exceptions, Reservations or Understandings

Proposals stating conditions, exceptions, reservations or understandings (hereinafter in this paragraph “deviations”) relating to the RFP may be rejected by COLTS. Any and all deviations must be explicitly, fully and separately stated in a Proposal, setting forth, at a minimum, the specific reasons for each deviation so that it can be fully considered and, if appropriate, evaluated by COLTS. Any deviation found by COLTS to be acceptable will be evaluated in accordance with the appropriate evaluation criteria and procedures. The submission of deviations may result in the Proposer receiving a less favorable evaluation than without the deviation.

1.7 Modification or Withdrawal of Proposals

A modification of a Proposal already received by COLTS will be accepted by COLTS only if the modification is submitted by an individual legally authorized to bind the Proposer and received by COLTS prior to the due date set forth in the Advertisement. All modifications shall be made in writing and submitted in the same form and manner as the original proposal. Prior to the due date for Proposals as set forth in the Advertisement, a Proposer may withdraw a Proposal already received by COLTS by submitting, in the same manner as the original Proposal to COLTS, a written request for withdrawal from an individual legally authorized to bind the Proposer. By submitting a Proposal, and not properly withdrawing it prior to the due date for Proposals, a Proposer agrees that it shall keep its Proposal open and shall not withdraw its Proposal for the period prescribed in this RFP or any agreed upon extension thereof. This provision may not be utilized by a Proposer as a means to submit a later Proposal and, as such, does not alter COLTS’ right to reject a Proposal.

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1.8 Form of Contract

The sample Agreement, which will be used if the Agreement is awarded, is attached hereto as EXHIBIT 1. Proposers should review the sample Agreement, which includes various requirements for the Contract Services.

1.9 Contractor Responsibility

The Contractor shall be responsible for management, direction, design integration, scheduling, control, review and approval of all subcontract work and services. Moreover, the Contractor shall be responsible for assuring that all subcontract work is in conformance with Authority's policies, standards and criteria. All subcontracts will be subject to the review and approval of COLTS. Subcontracts shall include all relevant agreement provisions identified in the Agreement.

1.10 Adverse Interest Law

This RFP is subject to the Commonwealth of Pennsylvania Adverse Interest Law, 71 P.S. §776.1 et. seq. This may have implications on future procurements. It is incumbent upon potential Proposers to perform their own determinations on this matter prior to submitting a proposal.

1.11 Pennsylvania Inspection and Copying of Records Act

Upon formalization of an Agreement with a Proposer, all proposals submitted in response to this RFP will become public records, as defined by the “Pennsylvania Inspection and Copying of Records Act”, and COLTS is subject to this Act. Subject to the specific exceptions under the Act, COLTS is required to, and indeed will, make available all public records as defined by the Act.

2.0 PROPOSAL REQUIREMENTS 2.1 General Requirements

2.1.1 Letter of Transmittal/Proposal Requirements Proposals should be submitted with two major components:

(1) Letter of Transmittal: One original separate from the bound proposals and a copy bound in each copy of the proposal. This Letter of Transmittal shall be no greater than two pages in length and shall contain the following:

(a) Statement as to the name, title, address, telephone,

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fax number(s) and e-mail address of the individual(s) with authority to bind the Proposer in contractual matters. The Letter of Transmittal shall be signed by such individual.

(b) Statement as to the address and legal form of the

Proposer. If the Proposer is a corporation, the Proposer shall identify its state of incorporation. If a joint venture is being proposed, provide the above information for all participating firms.

(c) Statement that the proposal will remain in effect for

and not be withdrawn for 120 days after the date due at COLTS.

(d) Statement acknowledging receipt of each and every

Addendum, by Addendum number and date, that COLTS may issue to the RFP.

(e) Statement that rescinds any confidential, proprietary

or other restrictive language that may impose any limitations on any material contained in the Proposal or on any other material which may be provided to COLTS pursuant to this RFP process. The Proposer shall include the following statement in its Letter of Transmittal:

“(Name of Proposer) acknowledges the requirements set forth in Section 1.11, PENNSYLVANIA INSPECTION AND COPYING OF RECORDS ACT of the RFP. Accordingly, if the attached proposal or any other material provided to COLTS pursuant to this RFP process contains any reference to material being CONFIDENTIAL, PROPRIETARY or RESTRICTED, in any manner, this letter of transmittal officially advises COLTS that the stated limitations on such identified material are hereby rescinded and are null and void.”

(2) Proposal Requirements: The proposal should be a

comprehensive, accurate and effective presentation. The proposal should be bound along the left long side, without unnecessary frills, fancy bindings or other decorative or extraneous materials. Attachments such as brochures, promotional literature, etc., shall not be included.

(a) An adequate number of copies of the proposal shall

be submitted as set forth in the Advertisement.

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(b) The proposal shall also include an Appendix, which

shall be at the end of the proposal document. The Appendix shall only contain material which is explicitly requested to be included in the Appendix.

(c) No more than 30 pages, each numbered

consecutively at the bottom, shall be contained within the proposal. The page limit shall not include the Appendix material. Proposals containing more than the stated number of pages may be rejected by COLTS.

(d) The font size for all material prepared in response to

this RFP shall not be less than 10 pt.

(e) The proposal should be contained on 8-1/2” x 11” paper with fold-outs from this as may be required.

(f) The proposal shall be organized in the following

fashion using tabbed, numbered separators for each section:

Cover: containing RFP title and Proposer's name.

Letter of Transmittal: copy of letter previously described.

Table of Contents:

Section 1 Overview of Proposer

Section 2 Experience Record Section 3 Project Work Plan Section 4 Project Organization and

Management Plan

Appendix: The Appendix, which shall only contain the materials that are required by the RFP to be included in the Appendix.

2.1.2 DBE Subcontract Participation

In connection with the performance of the Agreement, the

Contractor will cooperate with COLTS in meeting its commitments

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and goals with regard to the maximum utilization of DBEs and the Contractor shall use maximum efforts to ensure that DBEs shall have the maximum opportunity to participate in the performance of contracts and subcontracts for this Agreement. It is important to not only identify DBEs but to explain how they will be integrated into the proposed work plan. It is COLTS' intent to maximize the utilization of all DBEs through its DBE Program. COLTS recognizes that specific measurable and attainable goals are necessary as a standard of measurement.

A minimum 4.2 percent DBE subcontract participation goal, based on the total dollar value of the contract, has been established for the Project. The Proposers are required to furnish with their proposal a DBE subcontracting plan. The plan will be evaluated as part of the Proposer’s responsibility. Proposers must identify the DBE firms with whom they will subcontract and the work and estimated dollar value of that work. If Proposers are unable to identify DBE subcontractors to meet the participation goal, the Proposer must then furnish evidence of “good faith efforts”(explained below) to meet the goal. Failure to meet the goal will not, in itself, disqualify a Proposer for award. However, if a Proposer cannot meet the goal, it is then mandatory that the Proposer furnish documentation with its proposal to establish that it has made good faith efforts to meet the goal. FAILURE TO MEET THE DBE PARTICIPATION GOAL AND TO FURNISH DOCUMENTATION OF GOOD FAITH EFFORTS TO DO SO, WILL DISQUALIFY A PROPOSER FROM AWARD OF THIS CONTRACT.

Good faith efforts would consist of (but not necessarily be limited to) the following:

(1) Adequate solicitation of DBEs (through all reasonable and

available means), with sufficient time for DBEs to respond to the solicitation;

(2) Selecting portions of the work to be performed by DBEs in

order to increase the likelihood that the DBE goals will be achieved;

(3) Providing interested DBEs with adequate information about

the plans, specifications and requirements of the contract in a timely manner;

(4) Negotiating in good faith with interested DBEs. The fact that

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there may be some additional costs involved in finding and using DBEs is not in itself sufficient reason for a bidder’s failure to meet the contract goal, as long as the costs are reasonable. Prime contractors are not, however, required to accept higher quotes from DBEs if the price difference is excessive or unreasonable.

(5) Not rejecting DBEs as being unqualified without sound

reasons based on a thorough investigation of their capabilities.

(6) Making efforts to assist interested DBEs in obtaining

bonding, lines of credit, or insurance as required by the grantee or contractor.

(7) Making efforts to assist interested DBEs in obtaining

necessary equipment, supplies, materials, or related assistance or services.

(8) Effectively using the services of available minority/women

community organizations and other organizations to provide assistance in the recruitment and placement of DBEs.

The identified goal for DBE subcontract participation in the Agreement is not a limit for DBE participation. COLTS' intention is to encourage maximum DBE participation in all contracts.

DBEs are particularly invited to submit Proposals to perform work outlined in the RFP, either as the Proposer or part of a joint venture. DBEs identified by Proposer in its proposal must have a current certification under the Pennsylvania Unified Certification Program (PAUCP) to be eligible towards the established DBE goal. DBEs that are currently certified under the PAUCP can be found at the PAUCP’s website at www.paucp.com. Proposers are encouraged to consider the utilization of DBE firms that are currently certified with the PAUCP. If the DBE being proposed for participation is not currently identified as being certified in the PAUCP database, or its certification has expired, Proposer shall immediately contact the PAUCP for assistance in verifying the status of any pending certification or advancing the DBE certification process for this DBE firm. Note that the requirements imposed by the Federal Transit Administration with respect to DBE participation may differ from other federal or state laws or regulations.

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2.2 Overview of Proposer

This section shall contain the following information, unless otherwise specifically noted. Proposer shall include the required information in this section in the “Overview of Proposer” section of its Proposal.

2.2.1 Description of Proposer

A concise description of the Proposer including organizational structure, subsidiary companies, identification of principals or parent companies, length of time in business, office locations and size and overall number of personnel by discipline. If the Proposer is a joint venture, the Proposer shall furnish this information for each entity forming the joint venture and clearly indicate the reason for the joint venture as it directly applies to this Project. Proposer shall also provide a general overview description of its proposed subcontractors.

2.2.2 Contractor/Subcontractor Percentage of Work

The Proposer shall provide, in its proposal, a statement as to the percentage of work that will be performed by the Proposer.

The Proposer shall identify all of its proposed subcontractors in its proposal, and must identify the tasks they will perform, the percentage of the work to be performed by each subcontractor, their qualifications to perform the work, and the reason the tasks are to be subcontracted.

2.3 Experience Record

This section shall contain the following information, unless otherwise specifically noted. Proposer shall include the required information in this section in the “Experience Record” section of its Proposal.

Proposer shall provide complete, concise and accurate descriptions of the

Proposer's and its subcontractors experience in providing services similar to those as outlined in the Scope of Services, Section 4.

The Experience Record should include the following:

(a) A statement about the overall qualifications and experience citing regional and/or national experience of the firm in professional architectural and engineering support services of parking facilities and associated improvements.

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(b) A statement about the overall depth of staff and commitment of the firm to assure the timely completion of the work within the clients’ pre-established budget and schedule. The name, address and telephone number of the client’s proposed project manager.

(c) If certain services must be provided through

subcontractors or special consultants, this must be documented by providing the name, qualifications and experience of the subcontractor or special consultant.

(d) Include a list of transit facility projects which the firm

has completed since 1995 or for which architectural and engineering design support services are currently being provided.

(e) Provide descriptive information including project

location, construction and total project costs for the proposers experience in the architectural and engineering services and engineering support services during construction of parking facilities and associated improvements.

(f) Specifically note any contract previously worked on by

the member firms as a team. (g) Listing of current projects being performed out of the

office involving individuals that will manage this project, along with a completion schedule.

(h) Listing of all outside legal actions, liens, and lawsuits

that the firm is presently involved with or are pending in the near future.

Particular emphasis should be placed on those projects performed by Proposer's and its proposed subcontractors offices and staff to be assigned to the Project. The Proposer’s actual role on the identified projects shall be clearly described. The Proposer's and its proposed subcontractors qualifications and ability to perform all identified Contract Services should be clearly defined. The Experience Record should only include relevant work directly applicable to the Contract Services, and should be contract specific and include the following:

(a) Name, address, telephone number and e-mail

address of the client's project manager or contracting officer;

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(b) The status of the contract and of the Proposer's or its proposed subcontractors work on the contract;

(c) The Proposer's and its proposed subcontractor’s

specific involvement in the contract; (d) The Proposer's or its proposed subcontractors Project

Manager and staff on the identified projects that will be used, by Proposer or its proposed subcontractors, to support the work for this RFP; and

(e) The contract value of the identified projects and the

Proposer's or its proposed subcontractor’s percentage of the work for the projects.

If the Proposer is a joint venture, furnish the above information for each entity forming the joint venture and specifically note any contract previously worked on by each entity forming the joint venture as a team, providing client references and telephone numbers.

2.4 Project Work Plan

This section shall contain the following information, unless otherwise specifically noted. Proposer shall include the required information in this section in the “Project Work Plan” section of its Proposal.

2.4.1 Methodology

Proposer shall identify its methodology for the performance of the

tasks identified under Section 4. The Work Plan should include a detailed description of the methodology for accomplishing required work tasks and their interrelationships. Any substantive and/or procedural innovations used by the Proposer on similar projects that are applicable or can be tailored to the Contract Services should also be identified.

2.4.2 Flow Chart

This Work Plan shall include a flow chart, which explains the sequencing and interrelationships of the work tasks graphically for all work tasks on the Project. The Work Plan flow chart shall be keyed to time and the work tasks outlined in Section 4.

2.4.3 Staffing Table

The Staffing Table, broken down monthly, shall be furnished for the work. The Staffing Tables shall be keyed to the required Project work tasks and consistent with the Project Organization and

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Management Plan (Section 2.5.1), Project Organizational Chart (Section 2.5.2) and Project Work Plan (Section 2.4.1). The Staffing Tables shall indicate total staff hours for the Proposer and its subcontractors anticipated for each work task, consistent with the Project Organizational Chart. Those work tasks to be wholly or partially performed by subcontractors, and particularly DBE subcontractors, should be so identified. If the Proposer is a joint venture, a separate Staffing Table shall be furnished for each member firm as well as the composite Staffing Table for the joint venture.

2.5 Project Organization and Management Plan

This section shall contain the following information, unless otherwise specifically noted. Proposer shall include the required information in this section in the “Project Organization and Management Plan” section of its Proposal. 2.5.1 Description of Organization and Management Plan

A detailed description of the Proposer's Organization and Management Plan, which shall be established to perform the Contract Services as outlined in the RFP. The Organization and Management Plan shall clearly identify the project manager and key personnel associated with each work task and for the entire period covered by the Agreement. The plan shall also describe the involvement of DBE subcontractors in the project.

If the Proposer is a joint venture, the company or firm affiliation of each staff member must be identified.

2.5.2 Project Organizational Chart/Resumes

A Project Organizational Chart shall be furnished which graphically depicts the above Organization and Management Plan. All key personnel identified for this Project shall be identified on the Project Organizational Chart and further on an individual Résumé form (identifies minimum information required on Résumé for each proposed individual). The Résumé form shall be complete, concise and accurate, featuring all relevant job experience over the past 10 years. Proposer may provide more than one Résumé per page in its proposal. Proposer shall include the required Résumés in this section in the Appendix. Résumés shall not exceed a total of 20 pages.

2.5.3 Key Personnel Guarantee

A key personnel guarantee letter signed by the Proposer's

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President or Chief Executive Officer guaranteeing that the Project Manager and key personnel identified for this Project shall be assigned to this work, unless their employment is terminated. If applicable, a key personnel guarantee letter signed by the Subcontractor’s President or Chief Executive Officer guaranteeing that the key personnel identified for this Project shall be assigned to this work, unless their employment is terminated. Proposer and its subcontractor(s) shall identify the key personnel by name and proposed position for this Project in its key personnel guarantee letter. Proposer shall include the required key personnel guarantee letter(s) requested in this section in the Appendix.

2.5.4 Certification/License Requirements

All work tasks of an engineering, surveyor or architectural nature to be performed as part of the Project shall be performed under the direction of a Pennsylvania Registered Professional Engineer, Surveyor or Architect, as appropriate. Proposer shall include copies of the licenses of proposed supervising engineers, surveyors or architects in the Appendix.

2.6 Summary of Costs

A detailed cost proposal as described below will be requested from all Proposers who are requested to provide a presentation / interview by the Evaluation Committee. Approximately three firms will be selected to provide presentations / interviews to the Evaluation Committee. The Proposers will be required to provide the cost proposal within 5-business days of notification by COLTS of being selected. The cost proposals must be submitted in sealed containers in the same fashion as the technical proposals.

The cost proposal shall be furnished based on the technical proposal. The cost breakdown shall be keyed to the required Project work tasks and shall be consistent with the Staffing Table. Work to be wholly or partially performed by subcontractors must be so identified. A separate cost proposal in the same level of detail is required for all subcontractors.

The cost proposal must be developed as follows:

(1) Labor

List actual labor staff hours and the proposed hourly rate, for each individual or job classification. The summary of costs shall clearly indicate the job classifications (exactly as they are to appear on monthly invoices) of all personnel who are

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expected to participate in the work along with the corresponding hourly wage rate. No wage rate changes will be permitted for the length of this agreement without the prior approval of COLTS.

(2) Overhead

The Proposer shall identify a provisional overhead rate that includes all payroll burden and fringes and general and administrative expenses as proposed for this contract. The Proposer must advise COLTS of its most recent audited overhead rate and explain (if applicable) why the proposed provisional overhead rate differs from the most recent audited rate.

(3) Fixed Fee

The Proposer shall identify its proposed fixed fee, not-to-exceed 10 percent of the labor and overhead costs to be established at the time of negotiation of the contract.

(4) Expenses

Expenses are any and all eligible expenses which Proposer anticipates invoicing directly to COLTS such as subcontractors, printing, communications, travel, subsistence, etc. Reimbursement will not be made for daily commutation nor any subsistence or housing costs, if incurred. The eligibility of expenses for reimbursement by COLTS shall be governed by the Agreement and by applicable federal and state regulations. No markup is permitted on these expenses.

If the Proposer is a joint venture, a separate partial cost proposal in the

prescribed format shall be furnished for each entity of the joint venture, as well as a composite cost proposal summary for the joint venture.

2.7 Appendix Information

This section shall contain the following information, unless otherwise specifically noted. Proposer shall include the required information in this section in the “Appendix” section of its Proposal.

2.7.1 Financial Information

The Proposer will be required to present financial records to COLTS, for COLTS review, in order to be considered eligible for

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award of an Agreement with COLTS for the required services. Any financial information presented shall be prepared in accordance with United States Generally Accepted Accounting Principles (G.A.A.P.).

(1) If the Proposer is a publicly held firm, financial information of

the Proposer shall be included in its proposal (separate statements for each entity forming a joint venture) which shall include:

(a) audited financial statement that includes a balance

sheet, statement of income and retained earnings, and statement of expenses and cash flows for the two most recently completed financial years, including notes to the statements; and

(b) if not independently audited (either a certified audit or

a review), then either:

(i) a compilation of financial statements performed by an independent accountant that includes a balance sheet, statement of income and retained earnings, and statement of expenses and cash flows for the two most recently completed financial years; or

(ii) an internally prepared financial statement,

certified as true and correct by the president and chief financial officer of the Proposer, in either case, to include credit references or other financial documentation as may be required in order to portray the financial soundness of the Proposer to COLTS’ satisfaction.

In such cases where independently audited financial statements are not presented, then signed copies of the Proposer’s Federal Income Tax filings, including all applicable schedules pertinent to the Proposer’s filing return, are required to be submitted along with the compilation or internally prepared statements. (2) If the Proposer is a privately held firm, the Proposer may

either provide its financial records with its proposal, in accordance with Section 2.7.1 (1) above for publicly held firms, or defer making such financial records available for inspection by COLTS until after COLTS has informed the Proposer that it has been shortlisted for consideration for award of an Agreement.

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(a) In the event that such Proposer elects to not include

its financial records with its proposal, such Proposer will be required to provide financial records, in sufficient detail to the satisfaction of COLTS, to enable COLTS to perform a review of the Proposer’s financial condition within three business days of being requested to do so by COLTS.

(b) If Proposer is not willing to permit copies of such

financial records to be retained by COLTS, the Proposer will be required to attend a meeting, to be scheduled at the convenience of COLTS, to enable COLTS to review said financial records. Proposer agrees that COLTS may document, for COLTS records, its review and assessment of Proposer’s financial condition and such financial records, including, without limitation, taking notes about data contained in the financial records relative to COLTS’ review.

(c) In the event that the Proposer does not have any

cash flow documentation for preceding years of operation, COLTS will accept current bank references (including a bank contact name and contact details) in lieu of a cash flow statement.

2.7.2 Resumes

See Section 2.5.2 of the RFP.

2.7.3 Key Personnel Guarantee

See Section 2.5.3 of the RFP.

2.7.4 Affirmative Action and Equal Opportunity Policy

The Proposer's corporate Affirmative Action and Equal Opportunity policy statement posting. The posting shall be signed and dated and shall also state the original date of adoption of this policy statement.

2.7.5 Insurance Requirements

A statement that the insurance coverage, as required by Exhibit 1 of the sample Agreement, can be obtained and will be carried without reservation or exclusion should Proposer be awarded an agreement according to the RFP.

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2.7.6 Joint Venture Requirements

If the Proposer is a joint venture, the Proposer shall include, in the Appendix, a written statement explaining how the joint venture will fulfill the requirements of the Agreement which explanation shall fully discuss and identify the responsibility of each entity forming the joint venture for performing the Contract Services and providing the insurance required by the Agreement.

2.7.7 Proposal Attachments

All items listed in the Proposal Attachments Exhibit must be included with Proposals.

3.0 PROPOSAL SELECTION PROCESS

The selection process, in accordance with FTA requirements and COLTS policies, is to be conducted in a manner providing maximum open and free competition as well as facilitating expeditious negotiations once the top rated Proposers are identified.

3.1 Selection Sequence

The selection of the top rated Proposer to perform the required Contract Services will be accomplished in three steps, as follows:

Step 1 - Proposal Evaluations

(a) Each proposal will be examined by COLTS'

Evaluation Committee for compliance with the stated requirements in Section 2 and as outlined in below in 3.1c the technical evaluation criteria.

(b) Those proposals found in compliance with the stated

requirements will be held for evaluation by the Committee. The evaluation will be undertaken utilizing the Proposal Evaluation Rating Sheet, to determine the highest rated Proposers to perform the Contract Services. The Proposers will be evaluated (Preliminary Rating) on the basis of ability to perform all services as set forth in Section 4 of the RFP.

(c) Technical Evaluation Criteria – The technical

evaluation criteria that will be used by COLTS to evaluate and rank proposals are listed below in descending order of importance:

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i) Record of Corporate Experience ii) Project Manager iii) Key Personnel iv) Project Work Plan v) Project Organization & Management Plan

Step 2 – Interview

Separate interviews, at COLTS’ option, will be arranged with those Proposers identified as being in the “competitive range” (i.e., those companies having a reasonable chance of winning the award) as the result of the Step 1 evaluation. Interviews will provide COLTS the opportunity to evaluate the verbal/graphic presentations and to question the Proposers regarding both the written and verbal presentations. The proposed Project Manager will be asked to lead the interview presentation. Upon completion of the interview process, the Proposers will again be rated (Final Rating). Sealed cost proposals will be requested from all firms being interviewed.

Step 3 - Proceed with Negotiations

After interviews are completed COLTS will open the highest ranking firm’s cost proposal and review it against industry standards. COLTS will then proceed with negotiations with the Proposer with the highest rating as a result of Steps 1 and 2.

3.2 Negotiations

In the event COLTS cannot negotiate a satisfactory contract with the highest rated Proposer, negotiations will be terminated with that Proposer and COLTS will then proceed with negotiations with the next highest rated Proposer.

The above process will continue until satisfactory contractual arrangements with a Proposer have been reached.

COLTS shall retain the right to reject any and all Proposals.

3.3 Contract Award

The proposed Agreement resulting from the negotiations described in Section 3.2 shall be presented to the Executive Director of COLTS for review and his recommendation to the COLTS' Board for approval. COLTS' staff is not empowered to enter into an Agreement without the formal authorization of the COLTS Board.

3.4 Cancellation of Procurement

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COLTS reserves the right to cancel the procurement and not award the Agreement for any reason whatsoever, at any time, before the Agreement is fully executed and approved on behalf of COLTS.

3.5 Proposal Protest Procedures

Any actual or prospective bidder, proposer, offeror or contractor who is aggrieved in connection with the solicitation or award of a contract may file a protest with COLTS. The procedures for submitting such protests are as follows: Any actual or prospective bidder, proposer, offeror or contractor who is aggrieved in connection with the solicitation or award of a contract may file a protest with COLTS. The procedures for submitting such protests are as follows: If a bidder perceives that a segment of the specifications is either too restrictive for competitive bidding or if the bidder perceives any improprieties in the solicitation or specifications, a written protest must be filed with COLTS at least five (5) business days prior to opening. Any protests concerning the award of a contract after the bid opening must be made within five (5) days after the bid opening in order to permit COLTS the opportunity to resolve the issue prior to contract award. Following an adverse decision by the grantee, the bidder may file a protest with FTA Regional Office III for resolution. FTA Review of Protest: A protester must exhaust all administrative remedies with COLT’S before pursuing a protest with FTA. Review of protest by FTA will be limited to: (1) COLT’S’ failure to have or follow its protest procedures, or its failure

to review a complaint or protest; or (2) Violations of Federal law or regulation. Following any adverse decision by the grantee, the bidder may file a protest to if there has been a violation in connection with 1 and 2 above. An appeal to FTA must be received by the U. S. Department of Transportation, Federal Transit Administration (“FTA”), Region III, 1760 Market Street, Suite 500, Philadelphia, PA 19103, within five (5) working days of the date the protester learned or should have learned of an adverse decision by the COLT’S or other basis of appeal to FTA. Contents of Protest A bidder desiring to file a protest may submit a written protest, via certified United States mail with a return receipt request, to COLT’S’ Manager, Budget & Finance (“the Director”). The protest must include:

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(1) The name and address of the bidder; (2) Identification of the grantee, project number and the number of the

solicitation (3) A detailed and factual statement of the grounds for protest and any

supporting documentation. The grounds to protest filed with FTA must be fully supported to the extent possible;

(4) Include a copy of the protest filed with the grantee, and a copy of

the grantee’s decision, if any; and (5) The desired relief, action or ruling from FTA. FTA will not consider any data that was not submitted to the grantee. If new data becomes available after the exhaustion of administrative remedies at the grantee level, that data should be filed with the grantee with a request for reconsideration. If the request is denied or if the protestor’s administrative remedies at the grantee level are again exhausted, the protestor may then submit the new data for FTA. No formal briefs or other technical forms of pleading or motion are required, but a protest and other submission should be concise, logically arranged, and clear. Bid protests shall be filed with FTA no later than five (5) days after the exhaustion of administrative remedies at the grantee level is known or should have been known, whichever is earlier.

4.0 SCOPE OF SERVICES

The Scope of Services identifies the desired services to be provided and identifies the principal work tasks and schedule to be performed by the Architect/Engineer. The Proposer’s Work Plan for each element of the scope of work should clearly state the task objectives and all activities, methodologies, and reviews for each task. All Work Plan activities and the Architect/Engineer’s project schedule should identify all anticipated documents and deliverables that will be produced by the Architect/Engineer. The Scope of Services list is not an all inclusive list of services. The full scope of services to be provided will include all incidental tasks, reviews, approvals, clearances, etc. to satisfy authorities having jurisdiction. The Architect/Engineer shall follow the guidelines and procedure’s set forth in FTA’s “Project and Construction Management Guidelines”, 2003 and “Quality Assurance and Quality Control Guidelines, February 2002.

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The scope of this project is to complete a finalized design for the Nissan Parking Facility, provide estimated construction costs for the entire project, comply with work related to environmental documents (Environmental Assessment to be prepared by others), prepare land development plans for approval by all applicable local and state agencies, prepare bid specification documents and provide design, engineering, planning, and construction services required for the construction of the Nissan Parking Facility. This is to be done in conjunction with service related to the Lead Design Professional’s (SSA) efforts associated with the Martz Parking Facility. Coordination with SSA will consist of, but not limited to the following:

1. Site Design – Contractor to use DTM and will be supplied with relevant CADD standards.

2. Work will be in accordance with International Green Construction Code (IgCC).

3. Subsurface investigations required to support design (ie, stormwater, environmental, structural, etc.)

4. Stormwater management, which may consist of on-site detention, piping management, or combination thereof.

5. Permits and plan approvals – all permits and plan approvals (local, county, state and federal) associated with the Martz Parking Facility and the Nissan Parking Facility will be submitted and secured as “one”.

6. Landscape improvements 7. Lighting 8. Signage 9. Construction Services (ie, bid documents, construction contract

award, construction meetings, RFI, change issues, etc.) 10. Work associated with Lackawanna Avenue improvements (i.e.

traffic signals landscaping, etc.) to support this work will be by the Lead Design Professional (SSA). This contractor will coordinate and design to these improvements.

The Contractor will provide the necessary professional services to design and engineer the Nissan Parking Facility in Scranton, PA. In executing this contract, the Scope of Services is divided into five major phases: 1. Preliminary Design Development 2. Final Design Development 3. Bidding Documents Preparation 4. Contract Procurement 5. Construction Period Services and Construction Documentation The specific work to be performed includes, but is not limited to:

4.1 Preliminary Design Development

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a) The Contractor shall review the information included in this Request for Proposal and provided in the initial meeting described in Paragraph F below to prepare the Conceptual Design studies. The Contractor shall insure that all applicable building standard and codes for the parking facility have been codified and met, particularly the standards set forth in the American with Disabilities Act of 1990 and all subsequent amendments and revisions. In addition, an appraisal of all local and state codes, ordinances and regulations, local Fire Marshall requirements and federal requirements affecting the project shall be made such that all bidding documents in Task 3 shall reflect these requirements. The Contractor shall be responsible for obtaining any and all permits needed to complete the design process including but not limited to all Federal National Environmental Policy Act (NEPA) clearances, local building code officials, Pennsylvania Labor & Industry approval, City of Scranton Zoning permits and/or variances, City of Scranton Land Development Approvals, etc. Traffic Studies will be conducted by the Lead Design Professional (SSA).

b) The Contractor shall obtain all necessary base data for the property

and the proposed facility and document the location, condition and usage of the utilities within the property boundaries.

c) The Contractor shall first prepare Conceptual Design documents for

review and approval by COLTS. Once the concept is approved the Contractor shall prepare Schematic Design documents for review and approval by COLTS. These Conceptual and Schematic Design documents will consist of drawings and other documents to describe the size and character of the entire project as it relates to architectural, structural, mechanical, plumbing and electrical systems, interior design, materials and site development features.

d) Prepare drawings suggesting a thematic treatment of the facility

that would be consistent with and complimentary to the current environment. It is COLTS’ desire to utilize the latest sustainable design features for this project.

e) Value Engineering is encouraged by the FTA and as such the

Contractor will cooperate with COLTS and its designated representative in the performance of any and all Value Engineering during Preliminary and/or Final Design.

f) The Contractor shall plan on facilitating an initial meeting with the

staff of COLTS, the Lead Design Professional (SSA) and the Construction Manager to review and discuss project needs prior to the initiation of work on Task 1.

g) Work shall not begin on the Final Design Phase until written

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authorization has been issued by COLTS. COLTS reserves the right to end the design process and the associated agreement with the Contractor at the end of this phase.

h) It is COLTS’ desire to utilize the latest sustainable design features

(LEED “like”); therefore, contractor to be proficient with and have experience with code standards as set forth within the International Green Construction Code (IgCC).

4.2 Final Design Development

a) The Contractor shall prepare from the approved Preliminary Design

documents Final Design documents consisting of drawings and other documents to describe the size and character of the entire project as it relates to architectural, structural, mechanical, plumbing, and electrical systems, interior design, materials and site development features.

b) Prepare drawings outlining the thematic treatment of the facility approved in Task 1 that would be consistent with and complimentary to the current environment.

c) The Contractor shall submit a suitable rendering of multiple views

and a set of reproducible preliminary drawings. The rendering shall be in a form suitable for exhibit and reproduction.

d) The Contractor shall submit a further detailed statement of

Probable Construction Cost which will include a preliminary recommendation for construction sequencing and phasing, construction schedules and approximate bid packages for construction based on anticipated funding and the functional requirements of the project. The Construction Manager and Contractor shall work independently while creating their respective construction cost estimates. Once complete, both estimates will be compared and reconciled.

e) Obtain all necessary base data for the facility. Document location

and condition of utilities and conditions within the boundaries established in Task 1 above.

f) Work shall not begin on the Bidding Documents Preparation Phase

until written authorization has been issued by COLTS. COLTS reserves the right to end the design process and the associated agreement with the Contractor at the end of this phase.

4.3 Bidding Documents Preparation

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a) The Contractor shall prepare from the approved Final Design, bidding documents, drawings and technical specifications setting forth in detail the requirements for the demolition and construction of the entire project, and for the bidding and installation of related equipment and furnishings for the project. The construction documents shall be submitted to COLTS for written approval.

b) The Contractor will prepare comprehensive, quantitative cost estimates and a construction schedule for the entire project. The costs are to also be detailed by construction area and type, intermodal facility, Martz site, site work, electrical, HVAC, etc. The Construction Manager and Contractor shall work independently while creating their respective construction cost estimates. Once complete, both estimates will be compared and reconciled.

c) The Contractor will be responsible for obtaining all necessary Federal, state and local permits and approvals.

d) Provide up to five (5) complete copies of plans and specifications, including all drawings, for each contract.

e) Provide a copy of the documentation on CD-ROM in PDF and Microsoft Word format.

4.4 Contract Procurement

a) The Contractor shall provide services for the bidding, evaluation

and award of the construction and equipment contracts required for the project. These services will include assistance with preparation of all necessary bidding documents and the contracts for construction. The Contractor shall assist the Construction Manager in the process.

b) The Contractor shall be required to attend and provide comment at all Pre-Bid meetings and provide written addendum(s), subject to COLTS’ approval, as necessary for the bidding process.

c) All documents and procedures must be in compliance with the Federal Transit Administration regulations and the Pennsylvania Department of Transportation regulations on construction contracts and bidding procedures.

4.5 Construction Period Services and Construction Documentation

a) The Contractor, in conjunction with the Construction Manager, will

provide full and comprehensive construction services for the entire period of construction and related equipment and any furnishings

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installation contract(s) for the project. It is noted COLTS expects all appropriate disciplines including but not limited to architectural, engineering (electrical, mechanical, construction, etc.), and inspection will participate in this phase. This includes but is not limited to:

1. Attend and provide comment as necessary at all Pre-

Construction meeting(s) 2. Assist with obtaining basic Building Permit; 3. Timely replies to all Requests For Information: 4. Timely review and approval of Submittals, Shop Drawings

and Change Orders: 5. Review and approve any and all samples required: 6. Review and approve all items required by the Technical

Specifications: 7. Review and approve paperwork related to Final Inspection

and Close-out: 8. Review payment requests and issue certificates for payment

monthly: 9. Site visits as necessary but at a minimum bi-weekly for

contractors meetings: 10. Final Inspection for approval: 11. Provide a Punch List based on Final Inspection; 12. Participate in Warranty walk-through; 13. Review and approve Certificates of Substantial Completion; 14. Review any Contractors claims. 15. Review work of construction manager, etc.

b) The Contractor shall make as many visits as necessary, in

accordance with the schedule, for the project but at least one site visit and project inspection bi-weekly, while the work is in progress to understand the progress and quality of work and to determine if the work is proceeding in accordance with the contract documents. Services shall be provided by the Contractor through the time of COLTS’ final acceptance of the project and include at least one warranty site visit and associated report.

c) The Contractor shall assure the construction contractors provide

“as-built” drawings and specifications of construction, furnishings and equipment installation for the project.

Schedule of Work. The Contractor will begin work after the contract has been signed. The intended schedule for the Scope of Services is as follows with coordinated documents due by the day listed. The scope of work activity #1 through #4 is to be completed by the calendar days listed from the Wednesday, August 8, 2012 Notice to Proceed for the design contract.

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1. Preliminary Design Development

(@30% for FTA - Environmental Submission) 26 2. Preliminary Design Development 126 3. Final Design Development 268 4. Bidding Documents Preparation 299 5. Contract Procurement 693 6. Constr. Services & Constr. Documentation (July 2014 – November 2014) 5 Months Duration

EXHIBIT 1

AGREEMENT NO. R_____

BETWEEN

COUNTY OF LACKAWANNA COUNTY TRANSIT SYSTEM

AND

[ CONTRACTOR ]

______ , 20__

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Table of Contents Page

1. Interpretation of Documents/Incorporation of Recitals -------------------------------------- 1 1.1 Recitals ------------------------------------------------------------------------------------ 1 1.2 References -------------------------------------------------------------------------------- 1 1.3 Interpretation of Documents ------------------------------------------------------------ 2 2. Engagement of Contractor ----------------------------------------------------------------------- 2 3. Contractor’s Performance ------------------------------------------------------------------------ 2 3.1 Capability --------------------------------------------------------------------------------- 2 3.2 Nature of the Contract Services -------------------------------------------------------- 2 3.3 Guidelines --------------------------------------------------------------------------------- 3 3.4 Efforts ------------------------------------------------------------------------------------- 3 4. Personnel ------------------------------------------------------------------------------------------- 3 4.1 Contractor’s Obligation to Secure ----------------------------------------------------- 3 4.2 Contractor’s Obligation to Supervise -------------------------------------------------- 3 4.3 Key Personnel ---------------------------------------------------------------------------- 3 4.4 Removal of Personnel ------------------------------------------------------------------- 4 4.5 Dedication of Key Personnel ----------------------------------------------------------- 4 4.6 Additions to Key Personnel ------------------------------------------------------------- 4 5. Term ---------------------------------------------------------------------------------------------- 5 5.1 Term --------------------------------------------------------------------------------------- 5 5.2 Requirement for Timely Performance ------------------------------------------------- 5 5.3 Force Majeure ---------------------------------------------------------------------------- 5 5.4 Access to Property ----------------------------------------------------------------------- 5 6. Compensation ------------------------------------------------------------------------------------- 5 6.1 Compensation of Contractor ------------------------------------------------------------ 5 6.2 Allocation --------------------------------------------------------------------------------- 6 6.3 Eligibility of Costs ----------------------------------------------------------------------- 6 6.4 Submission of Invoices ------------------------------------------------------------------ 6 6.5 Payment Obligations of COLTS and Contractor ------------------------------------- 6 6.6 Adjustments in Overhead ----------------------------------------------------------------- 6.7 Payment of Fee ----------------------------------------------------------------------------- 6.8 Complete Payment ----------------------------------------------------------------------- 6 6.9 Compensation Schedule ----------------------------------------------------------------- 6

7. Progress Reports ---------------------------------------------------------------------------------- 7 8. Contract Work Hours and Safety Standards --------------------------------------------------- 7 9. Insurance ------------------------------------------------------------------------------------------- 7 9.1 General ------------------------------------------------------------------------------------ 7 9.2 Worker’s Compensation and Employer’s Liability ---------------------------------- 8

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Page

9.3 Commercial General Liability ---------------------------------------------------------- 8 9.4 Business Automobile Liability --------------------------------------------------------- 8 9.5 Professional Liability -------------------------------------------------------------------- 9 9.6 Valuable Papers -------------------------------------------------------------------------- 9 9.7 Approval ---------------------------------------------------------------------------------- 9 10. Termination or Suspension ---------------------------------------------------------------------- 11 10.1 Suspension by COLTS ------------------------------------------------------------------ 11 10.2 Termination for Convenience by COLTS -------------------------------------------- 11 10.3 Payment Upon Termination for Convenience ---------------------------------------- 11 10.4 Termination by Authority for Default ------------------------------------------------- 11 10.5 Payment Upon Termination for Default ---------------------------------------------- 12 10.6 Contractor’s Obligations Upon Termination ----------------------------------------- 12 10.7 No Waiver of Remedies for any Breach ---------------------------------------------- 12 11. Changes to the Contract Services or the Scope of Services --------------------------------- 12 11.1 Changes ----------------------------------------------------------------------------------- 12 11.2 Compensation Adjustments ------------------------------------------------------------- 12 12. Dispute Resolution -------------------------------------------------------------------------------- 13 12.1 Dispute Resolution by the Parties ------------------------------------------------------ 13 12.2 Disputes ----------------------------------------------------------------------------------- 13 12.3 Performance During Dispute ----------------------------------------------------------- 13 12.4 Remedies ---------------------------------------------------------------------------------- 13 12.5 Waiver ------------------------------------------------------------------------------------- 14 13. Non-discrimination ------------------------------------------------------------------------------- 14 14. Equal Employment Opportunity ---------------------------------------------------------------- 14 14.1 General ------------------------------------------------------------------------------------ 14 14.2 Age ----------------------------------------------------------------------------------------- 15 14.3 Disabilities -------------------------------------------------------------------------------- 15 15. Disadvantaged Business Enterprises ------------------------------------------------------------ 15 16. No Conflicts of Interest -------------------------------------------------------------------------- 15 17. No Members of Congress ------------------------------------------------------------------------ 16 18. Assignment ---------------------------------------------------------------------------------------- 16

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Page 19. Subcontracting ------------------------------------------------------------------------------------- 16 20. No Unauthorized Disclosures ------------------------------------------------------------------- 17 21. Notations on Documents ------------------------------------------------------------------------- 17 22. Materials and Work Product Created ----------------------------------------------------------- 17 22.1 No Copyrights ---------------------------------------------------------------------------- 17 22.2 Ownership of Work Products ----------------------------------------------------------- 17 22.3 Definition of Work Products ----------------------------------------------------------- 17 22.4 Patents and Rights in Data -------------------------------------------------------------- 18 23. Inspection of Works ------------------------------------------------------------------------------ 18 24. Ownership of Purchased Property -------------------------------------------------------------- 18 25. Compliance with Additional Federal Laws and Regulations -------------------------------- 18 26. No Government Obligations to Third Parties ------------------------------------------------- 20 27. Program Fraud and False or Fraudulent Statements ------------------------------------------ 20 28. Incorporation of Federal Transit Administration Terms ------------------------------------- 20 29. Use of Brokers Prohibited ----------------------------------------------------------------------- 21 30. Notices ---------------------------------------------------------------------------------------------- 21 31. Binding and Beneficial Effect ------------------------------------------------------------------- 21 32. Acceptance of Service of Legal Process ------------------------------------------------------- 22 33. Governing Law ------------------------------------------------------------------------------------ 22

34. Independent Contractor -------------------------------------------------------------------------- 22 35. Entire Agreement --------------------------------------------------------------------------------- 22

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Page 36. Amendments and Waivers ----------------------------------------------------------------------- 22 Attachments: A Commonwealth of Pennsylvania Nondiscrimination Clause B Certification of Proposed Subcontractor C Certification Regarding Lobbying D Patents and Rights in Data

AGREEMENT No. R-1

THIS AGREEMENT NO. R-1 (this “Agreement”) is made as of the __ day of _________, 2012 (the “Effective Date”), by and between the COUNTY OF LACKAWANNA TRANSIT SYSTEM, a body corporate and politic created under the provisions of the (Name of the enabling legislation), as amended, having its principal office at 800 North South Road, Scranton, Pennsylvania 18054 (“COLTS”), and ________________., a Corporation (corporation, partnership, limited liability company, joint venture or other entity) having an address of ____________________________ (“Contractor”). W I T N E S S E T H: WHEREAS, COLTS is undertaking a project for the construction of a new Nissan Parking Facility (general description of the project), COLTS: Nissan Site Parking Facility (the “Project”); and WHEREAS, COLTS requires the services of a contractor to provide a full range of Professional Architectural and Engineering services for the Project, which includes, but is not limited to, Preliminary Design Development; Final Design Development, Preparation of Construction Documents; Contract Procurement; Contract Administration; Construction Services (brief listing of major features of services) as described within Exhibit D: ________________Proposal and WHEREAS, to obtain a qualified contractor, COLTS required submission of proposals to provide the Contract Services as described in its "Request for Proposals for the performance of Professional Architectural and Engineering Services for the Intermodal Transportation Center and the Martz Site Parking Lot Facility,” RFP No. N/A dated July 2, 2012 (the “RFP”), as amended; and WHEREAS, in response to the RFP, Contractor submitted a proposal (the “Contractor’s Proposal”) and, in reliance thereon, COLTS has selected Contractor to provide the Contract Services; and WHEREAS, COLTS and Contractor desire to set forth their mutual understanding and agreement concerning, among other things, the scope of the Contract Services and the basis upon which Contractor will be compensated for the Contract Services. NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, do mutually covenant and agree as follows: 1. Interpretation of Documents/Incorporation of Recitals

1.1 Recitals. The recitals and references aforesaid are incorporated herein and made

a part hereof.

1.2 References. In this Agreement, except where expressly stated to the contrary:

(a) the RFP, Contractor’s Proposal and the Schedules and Attachments to this Agreement are, by this reference, incorporated into and made a part of this Agreement and all references to and mentions of this Agreement shall include the RFP, Contractor’s Proposal and the Schedules and Attachments to this Agreement as so incorporated into this Agreement;

(b) references to and mentions of COLTS and Contractor include their respective legal successors and persons and entities to whom, by operation of law, the rights and duties of COLTS and Contractor, respectively, have passed;

(c) references to any federal, state or local law, regulation or statute shall include, as of any particular point in time, that law, regulation or statute in changed, amended or supplemented form or to a newly adopted law, regulation or statute replacing a previous law or statute; and

(d) references to and mentions of the words “include,” “including” or the phrase “e.g.” in this Agreement shall mean “including, without limitation”.

1.3 Interpretation of Documents. In the event of a conflict between the terms of the RFP and Contractor’s Proposal, the terms of the RFP shall prevail. In the event of a conflict between the terms of the RFP or the Contractor’s Proposal, on the one hand, and any other portion of this Agreement, on the other hand, the terms this Agreement shall prevail.

2. Engagement of Contractor. COLTS hereby engages Contractor to perform, and

Contractor hereby agrees to perform, the Contract Services as set forth in the ___________________Technical Proposal, attached hereto and made a part hereof as Exhibit __.

3. Contractor’s Performance

3.1 Capability. Contractor warrants that it has the experience and capability, including sufficient and competent supervisors and other personnel, to properly, efficiently and expeditiously accomplish the Contract Services in a manner satisfactory to COLTS and as required by this Agreement and State and Federal law. Contractor further warrants that it will continuously furnish said personnel and so accomplish the Contract Services.

3.2 Nature of the Contract Services. Contractor acknowledges that it has satisfied

itself as to the nature of the Contract Services, the general character, magnitude and quality of the services required during and for satisfactory completion of the Contract Services, the general and local conditions and all other matters that could affect the Contract Services. Contractor shall assume total responsibility for all management, coordination and all other tasks and activities required to perform the Contract Services.

3.3 Guidelines. Contractor shall comply with and follow all COLTS policies,

guidelines and procedures with respect to its performance of the Contract Services and as set forth in the Scope of Services.

3.4 Efforts. In addition to, and in light of, each of the foregoing, Contractor shall

utilize its best professional efforts in performing the Contract Services. 4. Personnel

4.1 Contractor’s Obligation to Secure. Contractor shall provide, at its own expense, all personnel required for its performance of the Contract Services, in accordance with the terms of this Agreement. Such personnel shall not be employees of COLTS, the County of Lackawanna, the Luzerne-Lackawanna Metropolitan Planning Organization, the Commonwealth of Pennsylvania, or the Federal Transit Administration (the “FTA”). Employment fees, if any, shall not be considered as a reimbursable direct charge to this contract. All employees of Contractor or any of its subcontractors or suppliers, including, without limitation, all Key Personnel (as such term is defined in Section 4.3 below), whether performing their functions at Contractor’s place of business, COLTS’ place of business or elsewhere, shall, at all times, be and remain employees of Contractor or the appropriate subcontractor or supplier and shall not be employees of COLTS. Contractor shall pay or cause its subcontractors and suppliers to pay all wages, salaries and other amounts due to their respective employees who perform on Contractor’s behalf under this Agreement and Contractor or its subcontractors or suppliers shall be responsible for all reports, payments and other obligations respecting such employees, including without limitation, those obligations relating to social security, income tax withholding, unemployment compensation and worker’s compensation. Contractor, at its sole cost and expense, shall defend COLTS and its permitted assignees under this Agreement against or settle all claims and proceedings based upon any breach by Contractor of its obligations under this Section 4.1 or based upon any claim by any employee of Contractor or any of its subcontractors or suppliers that is inconsistent with the provisions of this Section 4.1 and shall indemnify and hold harmless COLTS against and from any losses, costs or expenses associated therewith.

4.2 Contractor’s Obligation to Supervise. All of the Contract Services required hereunder will be performed by Contractor or under its supervision, and all personnel engaged in the performance of the Contract Services shall be Contractor’s or its approved subcontractors’ employees, and Contractor shall be responsible for assuring that all such personnel are fully qualified to perform such Contract Services and are adequately supervised during such performance.

4.3 Key Personnel. COLTS and Contractor shall each designate an individual within their organization as the primary contact and liaison with the other party for all matters arising under this Agreement (each individually being a “Project Manager” and collectively the “Project Managers”). Contractor’s Project Manager and each of the key personnel identified within _____________Technical Proposal (Exhibit __)(collectively, the “Key Personnel”) shall be assigned to and shall perform the Contract Services, unless his or her employment with Contractor is terminated or unless he or she is removed pursuant to COLTS’ written request as provided for under this

Agreement. Contractor shall notify COLTS of the termination of any of Key Personnel within seven days after the occurrence of such action.

4.4 Removal of Personnel. Contractor shall remove from the performance of the Contract Services any of its personnel theretofore assigned to the performance of the Contract Services within five days, unless an earlier time is specified by COLTS, in a written request from COLTS that Contractor do so.

4.5 Dedication of Key Personnel. Key Personnel shall be dedicated to the fulfillment of Contractor’s obligations under this Agreement. The Key Personnel shall be assigned to and participate in the performance of the Contract Services until the completion of the assigned Contract Services, or such earlier time as COLTS acknowledges, in writing, that the work of certain Key Personnel has been completed and are thus no longer required to participate in the performance of the Contract Services. The Key Personnel shall not be removed from participation in the performance of the Contract Services except in case of death, illness, discharge or resignation, or similar circumstances beyond the Contractor’s reasonable control. If any of the Key Personnel become unavailable to participate in the performance of their assigned portion(s) of the Contract Services due to such circumstances beyond the Contractor’s control, then the Contractor shall promptly appoint an appropriately qualified replacement subject to COLTS’ approval, which shall not be unreasonably withheld. COLTS shall be entitled to complete information on each such replacement, including a current resume of his or her qualifications and experience. If the Contractor informs COLTS that it wishes to relocate any of the identified Key Personnel and remove him or her from their assigned portion(s) of the Contract Services, for its own or the Key Personnel’s reasons not having to do with death, illness, discharge or similar circumstances, COLTS may, at its sole discretion, permit substitution of another qualified person, but only upon the Contractor’s agreement that: (1) the current Key Personnel will remain working on their assigned portion(s) of the Contract Services for at least a 30 day transition period with the replacement and or such other term as deemed necessary by COLTS, in writing, to ensure adequate transition, (2) COLTS will not be charged for the time of the replacement during the transition period. Contractor will not be required to retain Key Personnel on the Project if that portion of the Contract Services, in whole or in part, is suspended for a period in excess of 90 calendar days.

4.6 Additions to Key Personnel. If additions to Key Personnel become necessary, for whatever reason, Contractor shall designate, by written notice to COLTS, those individuals whom Contractor proposes as additional Key Personnel. COLTS shall have the right to approve additional Key Personnel, which approval shall not be unreasonably withheld. From time to time COLTS may request, and upon such request Contractor shall provide to COLTS, resumes, references or other information relating to any Key Personnel.

5. Term

5.1 Term. Except for any earlier termination of this Agreement pursuant to Section 10 hereof, the term of this Agreement shall commence on the Effective Date and continue for a period of 27 months from the Effective Date (the “Termination Date”).

5.2 Requirement for Timely Performance. Time is of the essence in the

performance of the Contract Services by Contractor. The time requirements for the Contract Services will be set forth in the Scope of Services (as the same shall then exist) and in this Agreement and Contractor shall comply with all such time requirements. Unless otherwise expressly stated, any reference to “days” in this Agreement shall mean calendar days.

5.3 Force Majeure. Contractor shall only be granted an adjustment in the time

requirements for completion of the Contract Services due to unforeseen causes beyond the control and without the fault or negligence of Contractor such as those caused by act of God or of a public enemy, fire, floods, epidemics, quarantine restrictions, strikes and other work stoppage caused by a labor dispute, shortage of materials and freight embargoes, provided that Contractor has taken reasonable precautions to prevent delays due to such causes. An adjustment in the time requirements for completion of the Contract Services shall not be granted for a delay caused by a shortage of materials, except COLTS-furnished materials, unless Contractor furnishes to COLTS documentary proof that the Contractor has diligently made every effort to obtain such materials from all known and reasonable sources. Only the physical shortage of material shall be considered under this provision as a cause for an adjustment in the time requirements for completion of the Contract Services. No consideration shall be given to any claim that material could not be obtained at a reasonable, practical or economic cost. In the event of any delay beyond the control of COLTS or any delay set forth above with respect to Contractor, the schedule and time of performance of this Agreement may be appropriately adjusted as agreed to in writing by the parties with such appropriate adjustment being made to the Contract Services. Without limiting the generality of the foregoing, any delay due to a work stoppage by employees of COLTS shall constitute delay beyond the reasonable control of COLTS.

5.4 Access to Property. COLTS will seek to reasonably assist Contractor, as

required, in gaining access to property necessary in the performance of the Contract Services hereunder.

6. Compensation

6.1 Compensation of Contractor.

Allowable Costs: The COLTS will make payments to the Contractor for costs incurred in the performance of this contract that are determined to be allowable by the COLTS in accordance with the provisions of the Federal Acquisition Regulations, Part 31.2 in effect on the date of this contract, and that further comply with the section of this contract entitled, Advance Agreements – Selected Cost Items (to be negotiated), which is attached hereto.

Fixed Fee: For the performance of all of the Contract Services and for the deliverables provided for herein, the Contractor will be compensated for work performed in the amount of $________________. The Contractor will be compensated for performing the Services described herein for a period of 27

months from inception of the contract, or until project completion, whichever occurs first. In the event that the project is not completed within 27 months, the Contractor agrees to negotiate a modification to this contract that will extend the services through project completion, and provide an equitable adjustment.

Exhibit A: Request for Proposal- Professional Architectural and Engineering Services for the Nissan Site Parking Facility, dated ________________ Exhibit B: Addendum No. 01, dated _________________ Exhibit C: Exhibit D:

6.3 Allowability of Costs. The eligibility of Costs shall be governed by the

provisions of the Federal Acquisition Regulations, 48 C.F.R., Part 31.2, in effect on the date of this contract, except as otherwise expressly provided in this Agreement. In the event expenditures reimbursed to Contractor under this Agreement are subsequently properly disallowed by COLTS due to accounting errors or charges not in conformity with this Agreement, Contractor agrees to immediately refund such amounts to COLTS or permit COLTS to offset the same against any amount(s) currently due to Contractor for the Contract Services.

6.4 Submission of Invoices. Contractor shall submit monthly invoices in accordance

with this Agreement and the Scope of Services and payment limitations set forth in this Section 6. Each such invoice shall be prepared in a form satisfactory to COLTS and shall reflect the correlation between that invoice and the work performed by Contractor relating thereto. Each such invoice that includes costs to be paid on a direct cost basis shall be supported by a certified statement of costs incurred by Contractor in the performance of the applicable Contract Services, which certified statement shall contain, at a minimum, the names, hours of work, and rate of individuals working on the Contract Services and copies of invoices for all direct expenses and fee earned. All invoices shall be prepared from the books of account kept by Contractor, and Contractor shall make available, at reasonable times when requested by COLTS, copies of payroll distribution and individual labor time sheets, receipted bills, and other documents reasonably required by COLTS.

6.5 Payment Obligations of COLTS and Contractor. COLTS shall, within 30

days after its receipt of an approvable invoice and related Progress Reports pursuant to Section 7 hereof, process payment to Contractor. Contractor shall, in accordance with 49 C.F.R. §26.29, pay its subcontractors for satisfactory performance of their contracts no later than 10 days from receipt of each payment it receives from COLTS for any invoice that includes work performed by such subcontractors. Contractor shall also pay its subcontractors all retainage, in any form, if such retainage has been withheld from the subcontractor by Contractor, within 30 days after the subcontractor’s work is satisfactorily completed, regardless of whether such retainage is still being withheld by COLTS from Contractor. Contractor’s failure to comply with these requirements shall constitute a material breach of this Agreement. Any delay or postponement of payment of Contractor to its subcontractors may take place only for just cause and with written prior approval of COLTS.

6.6 Adjustments in Overhead. Until the actual overhead rate is established by audit for each year, the invoices shall be computed by using actual labor rates and provisional overhead (Burden) rates for billing purposes of ____ percent of the direct labor costs. No overhead or any other form of markup shall be made on direct expenses or subcontract costs. The final actual overhead rate shall be as established by audit. The final overhead rate to be paid after audit shall not exceed ….% (to be negotiated). If the actual overhead rate, as established by audit, is lower than the stated provisional overhead rate, the lower actual overhead rate shall apply and Contractor agrees to immediately refund to COLTS an amount equivalent to the difference between the lower actual overhead rate and the provisional overhead rate. If the actual overhead rate, as established by audit, is greater than the stated provisional overhead rate, the higher rate will be paid subject to the ceiling of % stated above.

6.7 Payment of Fee. Payment of the fixed fee shall be made to Contractor as

earned at the end of each monthly period. The amount of fixed fee applied to each invoice shall bear the same proportional relationship to direct labor costs for that invoice as the total fixed fee bears to the total estimated direct labor costs of the contract. Prior to completion of the Contract Services, the amount of fixed fee payable to Contractor shall be limited to 90 percent of the fixed fee. Upon satisfactory completion of the Contract Services, the remaining 10 percent of the fixed fee may be paid to the Contractor.

6.8 Complete Payment. It is further understood and agreed that, except for

modifications to this Agreement made in accordance with the terms of this Agreement pursuant to Section 11, payment under this Section 6 shall constitute complete payment for the Contract Services performed and deliverables provided under this Agreement.

6.9 Compensation Schedule. Contractor shall maintain on file with COLTS its

current compensation schedule, covering wage rates and salaries for personnel classifications eligible for reimbursement as direct costs for performance of the Contract Services. Such compensation schedule shall conform to general prevailing rates and shall be reviewed at least annually for necessary adjustment. In the event that a change in Contractor's Project Manager or any of the other Key Personnel occurs, compensation to Contractor shall be at the actual rate for the replacement individual or the previously identified rate for the replaced individual, whichever is less, unless otherwise approved by COLTS.

7. Progress Reports. If and as required by COLTS, Contractor shall submit to COLTS

written monthly progress reports ("Progress Reports") in a form acceptable to COLTS on or before the fifteenth (15th) day of each calendar month and pertaining to the prior one month period. Progress Reports shall include the following items, as directed by COLTS: (1) the activities started during the report period, progress made on on-going (in-progress) activities and activities to be started in the next report period; (2) the activities completed during the report period and those to be completed in the next report period; (3) financial status with actual vs. budget for both costs and manpower, along with forecasts to completion; (4) project schedule summary with detailed explanations for any deviations and slippages and, if applicable, plans for schedule recovery; (5) identification of any major problems that may impact the completion or schedule of the

Contract Services or the Project; (6) pending action items requested by Contractor; (7) subcontractor status reports; (8) log of correspondence for the report period; and (9) Disadvantaged Business Enterprise ("DBE") utilization status reports, including a detailed explanation and recovery plan if DBE goals are not being met. Unless and except to the extent Contractor expressly indicates in any such report any alleged deficiencies in COLTS' performance under this Agreement, COLTS shall be deemed to be fully in compliance with its obligations under this Agreement through the period pertaining to such report.

8. Contract Work Hours and Safety Standards. Contractor shall comply with 29 C.F.R.

§5.5(b) relating to contract work hours and safety standards to the extent applicable. The Contractor and its subcontractors shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of four years from the completion of this Agreement for all laborers and mechanics, including guards and watchmen, working on the Agreement. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made and actual wages paid. The records to be maintained shall be made available by the Contractor or its subcontractors for inspection, copying or transcription by authorized representatives of FTA, the Department of Transportation, the Department of Labor, the Commonwealth of Pennsylvania and/or COLTS, and the Contractor, or its subcontractors, will permit such representatives to interview employees during working hours on the job.

9. Insurance

9.1 General. Contractor shall procure, before the Contract Services are commenced hereunder, and maintain at its own cost and expense, during the entire period of the performance under this Agreement, the types and amounts of insurance listed in this Section 9 with insurance companies authorized to operate in Pennsylvania and with insurance companies acceptable to COLTS.

9.2 Worker's Compensation and Employer's Liability.

(a) Workers' Compensation - Statutory Limits (b) Employer's Liability in an amount not less than: $100,000 Each Accident $500,000 Disease - Policy Limit $100,000 Disease - Each Employee Note: (i) Coverage shall be provided in accordance with the laws of the

Commonwealth of Pennsylvania and the laws of such other jurisdictions as may apply.

9.3 Commercial General Liability. In an amount not less than: $3,000,000 General Aggregate $2,000,000 Personal and Advertising Injury $2,000,000 Each Occurrence Notes:

(i) Contractual exclusion shall be deleted from Personal and Advertising Liability coverage section. If Contractor's insurance company cannot comply with the requirement, Contractor may self-insure.

(ii) Policy shall provide that COLTS be named (as "County of Lackawanna

Transit System") as an Additional Insured for Contractor's full limits of coverage on a primary basis, but in no case less than the limits specified; “Sole Negligence” exclusion shall not apply as respects the COLTS as an Additional Insured. Policy shall be endorsed with a waiver of subrogation clause with respect to COLTS, and neither Contractor nor its insurer shall have any claim against COLTS to the extent the claim is or should have been covered by insurance.

(iii) If Claims Made coverage is provided, the policy retroactive date shall be

effective prior to the date of this Agreement and the extended reporting period or policy renewal must provide that the policy will respond to claims made for at least 24 months after completion of the Contract Services.

9.4 Business Automobile Liability.

With a Combined Single Limit not less than: $1,000,000 Each Accident Notes: (i) Policy shall cover the use of all hired and non-owned vehicles. (ii) Policy shall include as "Insureds" anyone liable for the conduct of

Contractor.

9.5 Professional Liability. In an amount not less than: $1,000,000 Each Claim $1,000,000 Aggregate Notes:

(i) Policy shall provide coverage for legal liability for damages caused by an error, omission or negligent act in the performance of professional services.

(ii) Policy retroactive date shall be effective prior to date of this Agreement and

the extended reporting period or policy renewal must provide that the policy will respond to claims made for at least 24 months after completion of the Contract Services.

9.6 Valuable Papers. Coverage in an amount sufficient to assure restoration of any

plans, drawings, field notes, records, or other similar data relating to work covered by this Agreement in the event of their loss or destruction.

9.7 Approval. Contractor shall not commence work under this Agreement until it

has forwarded to COLTS, for review and approval, certificate(s) of the insurance required. COLTS shall be given a minimum of 30 days’ notice in the event of change or cancellation of any of the insurance required. The fact that Contractor has obtained the insurance required in this Agreement shall in no manner lessen nor affect Contractor's other obligations set forth in any provision of this Agreement.

9.8 Indemnification. The Contractor agrees to defend, indemnify, and hold harmless

COLTS, its Board of Directors, officers, agents, servants and employees from and against any and all claims, judgments and awards, including court costs and reasonable counsel fees, (hereinafter collectively referred to as “Damages”) arising out of any claim, suits or action at law, in equity or otherwise, of any kind or nature whatsoever, which may be brought against COLTS and/or any or all of the aforementioned on account of any actual or alleged loss or damage to property or injury to any person or persons (including death or mental injury), loss due to non-injury claims, including but not limited to harassment or violation of civil rights or violence to person or property. This shall include all losses caused by Contractor’s and its subcontractor’s officers, agents, servants, employees or third parties, arising directly or indirectly out of or related to the performance or non-performance of work under this Agreement by the Contractor, and/or subcontractor(s), and/or their officers, agents, servants or employees, even if caused in part by any party indemnified hereunder, excepting only the sole negligence of the COLTS. Contractor shall also be liable to COLTS for damages for loss of revenue, cost of money or capital, or loss of goodwill. The COLTS will provide prompt notice within forty-five (45) days of obtaining knowledge of a claim subject to this indemnification and make available all information and assistance that the Contractor may reasonably request. This indemnification requirement shall apply notwithstanding any determination by any insurance carrier as to coverage or failure or lapse of coverage set forth within this Agreement.

10. Termination or Suspension 10.1 Suspension by COLTS. Upon written notice to Contractor, COLTS may

temporarily suspend, in whole or in part, this Agreement and performance hereunder for any one or more periods, not to exceed 90 days each, during which period or periods this Agreement shall remain in effect. After receipt of notice of suspension, Contractor shall take all reasonable steps to minimize incurring further costs or expenses. COLTS shall be obligated to pay Contractor the

compensation it has earned under Section 6 up to the date of suspension and to pay any minimum and reasonable costs and expenses agreed to by the parties in writing that may be required to permit Contractor to maintain any services in standby condition so that such Contract Services hereunder may be resumed if conditions so warrant, in the sole discretion of COLTS. In the event the suspension of such Contract Services exceeds 90 days and results in changed conditions or circumstances affecting the performance of Contract Services to be provided hereunder, the parties hereto agree to negotiate in good faith an equitable adjustment of the affected provisions of this Agreement.

10.2 Termination for Convenience by COLTS. COLTS may terminate this

Agreement, in whole or in part, for its convenience at any time by giving at least 10 days' written notice to Contractor of such termination and specifying the effective date thereof.

10.3 Payment Upon Termination for Convenience. If this Agreement is terminated

for the convenience of COLTS, as provided in Section 10.2, Contractor shall be paid in accordance with Section 6 for its allowable costs and overhead incurred through the effective date of termination, less payments of compensation previously made. Contractor shall also be paid that portion of the Fee earned to the date of termination. Further, Contractor shall be reimbursed for the actual eligible costs and overhead, not otherwise reimbursed under this Agreement, incurred by Contractor to implement the termination, to the extent allowable pursuant to 48 C.F.R., Part 31.

10.4 Termination by COLTS for Default. COLTS may terminate this Agreement, in

whole or in part, because of (i) the failure of Contractor to fulfill or properly perform its obligations under this Agreement, (ii) the filing by Contractor of a voluntary petition in bankruptcy, (iii) the filing against Contractor of an involuntary petition in bankruptcy which is not dismissed within 30 days of the filing thereof, (iv) the Contractor becomes insolvent or makes a transfer in fraud of creditors, or (v) the judicial appointment of a receiver for substantially all of Contractor’s assets. COLTS shall terminate by delivering to Contractor a notice of termination specifying the nature, extent, and effective date of the termination. In the event COLTS terminates this Agreement as result of a default by Contractor and it is subsequently determined that Contractor was not in default, this Agreement shall be deemed treated as though terminated for COLTS’ convenience.

10.5 Payment Upon Termination for Default. If this Agreement is terminated for

default, as provided herein, Contractor shall promptly submit its termination claim to COLTS and COLTS shall determine, in its sole discretion, the Costs and Fee, if any, to be paid Contractor in proportion to the value, if any, of work performed up to the time of termination.

10.6 Contractor’s Obligations Upon Termination. Upon receipt of the notice of

termination, Contractor shall immediately (1) discontinue those Contract Services affected (unless the notice directs otherwise), and (2) deliver to COLTS all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated or prepared in performing the affected Contract Services,

whether completed or in process. In the event of termination for any reason, all finished or unfinished documents and other materials shall immediately become the property of COLTS.

10.7 No Waiver of Remedies for any Breach. In the event that COLTS elects to

waive its remedies for any breach by Contractor of any covenant, term or condition of this Agreement, such waiver by COLTS shall not limit COLTS’ remedies for any succeeding breach of that or of any other term, covenant, or condition of this Agreement.

11. Changes to the Contract Services or the Scope of Services

11.1 Changes. COLTS, from time to time and in writing to Contractor, may request changes in the Contract Services to be performed hereunder or other changes not elsewhere described or provided for in this Agreement. Upon any such request by COLTS, Contractor shall have a period of five business days (or such longer period as the parties may mutually agree is appropriate under the circumstances) in which to notify COLTS that such changes are not possible, together with a reasonably detailed explanation of Contractor’s assessment. If COLTS disagrees with such assessment by Contractor, the matter shall be subject to resolution in accordance with the provisions of Section 12 herein as though the Project Managers had been unable to resolve the dispute. If COLTS agrees with Contractor’s assessment, Colts’ request for such changes shall be deemed to be withdrawn by COLTS. If Contractor does not timely deliver such notice to COLTS, the applicable changes requested by COLTS shall be deemed to be possible.

11.2 Compensation Adjustments. If the requested changes are deemed to be possible,

the parties shall promptly meet to determine whether incorporation of the requested changes into this Agreement will require any increase or decrease in the Estimated Cost Plus Fixed Fee, or the period of performance of this Agreement. If any such increase or decrease is required, the parties in good faith will attempt to agree upon the amount of those increases or decreases. If the parties agree on the amount of any such increase or decrease, or if such amount is determined pursuant to the procedures provided for under Section 12 herein, COLTS shall have the right to elect whether to incorporate the requested changes, together with any related increases or decreases in the Estimated Cost Plus Fixed Fee or any other amounts due under this Agreement or the period of performance of this Agreement, into this Agreement by way of a written amendment to this Agreement executed by each of the parties hereto or by such other written method determined to be appropriate by COLTS.

12. Dispute Resolution

12.1 Dispute Resolution by the Parties. Any and all disputes regarding either party's performance of its obligations under this Agreement are to be resolved by the Project Managers who shall each be responsible for apprising the appropriate persons within their respective organizations of any such dispute and the progress, if any, made toward its resolution. Notwithstanding the foregoing, if any dispute hereunder remains unresolved for more than 10 days following the initial written

notice from one Project Manager to the other, either Project Manager may cause, by written notice to the other (such written notice to include a detailed description, including supporting documentation, of the claim from which the dispute arises), such dispute to be referred to the COLTS’ Manager, Advertising/Procurement Department and to the ___(to be identified next level management position)_______ of Contractor. If, 10 days after such referral to such designated representatives, the dispute remains unresolved, either such designated representative may cause the dispute to be referred to the Executive Director of COLTS and to the _____(to be identified next level management position)___ of Contractor.

12.2 Disputes. Disputes arising in the performance of this Agreement which are not

resolved within 10 days by the Executive Director of COLTS and the _____(to be identified next level management position)_____ of Contractor shall be decided in writing by COLTS’ Manager, Advertising/Procurement. This decision shall be final and conclusive unless within 10 days from the date of receipt of its copy, the Contractor mails or otherwise furnishes a written appeal to COLTS’ Manager, Advertising/Procurement. 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 COLTS’ Manager, Advertising/ Procurement shall be binding upon the Contractor and the Contractor shall abide by, and perform in accordance with, such decision. Notwithstanding the foregoing, following completion of the process set forth above, nothing in Sections 12.1 or 12.2 shall be construed to limit or restrict either party’s ability to seek relief in accordance with Section 12.4 and 34 of this Agreement.

12.3 Performance During Dispute. Unless otherwise directed by COLTS, Contractor

shall continue performance under this Agreement, including any decision rendered by COLTS’ Manager, Advertising/Procurement in accordance with Section 12.2 above, while matters in dispute are being resolved.

12.4 Remedies. Unless this Agreement expressly provides otherwise, and after

compliance with the requirements of Sections 12.1 and 12.2 above, all claims, counterclaims, disputes and other matters in question between COLTS and the Contractor arising out of or relating to this Agreement or its breach shall be commenced in the in the Court of Common Pleas of Lackawanna County as set forth in Section 34 of this Agreement.

12.5 Waiver. No action or failure to act by COLTS or Contractor shall constitute a

waiver of any right or duty afforded any of them under this Agreement, 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.

13. Non-discrimination

In connection with the performance under this Agreement, Contractor shall not discriminate against any employee or applicant for employment because of race, color, age, creed, sex, disability or national origin and shall comply with the Commonwealth of Pennsylvania Nondiscrimination Clause attached hereto and made a part hereof as Attachment A. Contractor shall take affirmative action to ensure that applicants are

employed and that employees are treated during employment without regard to their race, color, religion, sex, age, or national origin. Such actions 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.

Contractor shall comply and shall assure the compliance by its subcontractors under this Agreement with all requirements of 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; Federal Transit Law at 49 U.S.C. § 5332, and the Department of Transportation regulations, "Nondiscrimination in Federally-Assisted Programs of the Department of Transportation--Effectuation of Title VI of the Civil Rights Act,” 49 C.F.R., Part 21. In addition, Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue.

14. Equal Employment Opportunity

Contractor shall comply and shall assure the compliance by its subcontractors under this Agreement with all the Equal Employment Opportunity requirements as follows:

14.1 General. 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, 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 statues, executive orders, regulations, and Federal policies that may in the future affect activities undertaken in the course of the Project. 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, Contractor agrees to comply with any implementing requirements FTA may issue.

14.2 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, Contractor shall not discriminate against present and prospective employees for reason of age. In addition, Contractor agrees to comply with any future requirements FTA may issue.

14.3 Disabilities. In accordance with section 102 of the Americans with Disabilities

Act, as amended, 42 U.S.C. § 12112, Contractor shall 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, Contractor shall comply with any future requirements FTA may issue.

15. Disadvantaged Business Enterprises

It is the policy of the Department of Transportation that Disadvantaged Business Enterprises (each a “DBE”), as defined in 49 C.F.R., Part 26, shall have the maximum opportunity to participate in the performance of contracts financed, in whole or in part, with Federal funds under this Agreement. Consequently, the DBE requirements of 49 C.F.R., Part 26, apply to this Agreement.

The Contractor agrees to ensure that DBEs as defined in 49 C.F.R., Part 26, have the maximum opportunity to participate in the performance of contracts and subcontracts financed, in whole or in part, with Federal funds provided under this Agreement. In this regard Contractor shall take all necessary and reasonable steps in accordance with 49 C.F.R., Part 26, to ensure the DBEs have the maximum opportunity to compete for and perform contracts.

The Contractor and its subcontractors shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Agreement. The requirements of 49 C.F.R., Part 26 and COLTS’ U.S. Department of Transportation approved DBE program or the Pennsylvania Unified Certification Program are incorporated in this Agreement by reference. Failure by the Contractor or its subcontractors to carry out these requirements is a material breach of the Agreement, which may result in the termination of this Agreement or such other remedy as COLTS deems appropriate.

In connection with the performance of this Agreement, Contractor will cooperate with COLTS in meeting its commitments and goals with regard to the maximum utilization of DBE firms and will use maximum efforts to ensure that DBEs shall have the maximum opportunity to participate in the performance of contracts and subcontracts for this Agreement. A specific goal of 4.2 percent DBE subcontractor participation is established in connection with the performance of this Agreement.

16. No Conflicts of Interest

No member, official or employee of COLTS or of any public body, during his or her tenure or for one year thereafter, shall have any interest, direct or indirect, in this Agreement or the proceeds thereof.

17. No Members of Congress

No member of, or delegate to, the Congress of the United States shall be admitted to any share or part of this Agreement or to any benefit arising therefrom.

18. Assignment

Contractor shall not voluntarily, involuntarily or by operation of law, assign any interest in this Agreement and shall not transfer any interest in the same (whether by assignment or novation), except as provided herein, without, in each instance, the prior written consent of COLTS. Notwithstanding the foregoing, claims for money due or to become

due to Contractor from COLTS under this Agreement may be assigned to a bank, trust company or other financial institution without such approval, but shall be subject to any claims COLTS may have against Contractor. Notice of any such assignment or transfer shall be promptly furnished in writing to COLTS.

19. Subcontracting

Except as otherwise set forth herein, Contractor may not subcontract the Contract Services or any portion thereof to any third party without, in each instance, the prior written approval by COLTS of the proposed subcontractor, which approval shall not unreasonably be withheld. Contractor shall provide to COLTS an executed Certification of Proposed Subcontractor, in the form attached hereto as Attachment B, from each proposed subcontractor to this Agreement. The eligibility of a proposed subcontractor to participate in the Agreement will be determined, in part, in accordance with applicable FTA regulations. Contractor shall require that a Certification Regarding Lobbying, in the form attached hereto as Attachment C, be included in the award documents for all subcontracts exceeding $100,000 at any tier, and shall ensure that the appropriate subcontractor shall execute the Certification Regarding Lobbying and, if applicable, the Disclosure of Lobbying Activities form. All Disclosure of Lobbying forms, but not Certification Regarding Lobbying forms, shall be forwarded to COLTS, whereupon COLTS will forward same to FTA in accordance with 49 C. F. R., Part 20.

Prior to COLTS approval of any proposed subcontractor, Contractor shall provide COLTS with the name of the proposed subcontractor, the tasks to be performed by the proposed subcontractor and the qualifications of the proposed subcontractor to perform the subcontracted work. Further, Contractor will include in such subcontracts the provisions or appropriate versions of Sections 13 through 29 of this Agreement (excluding Section 20). Contractor shall provide to COLTS sufficient evidence of inclusion of said provisions in its subcontractor agreements.

Contractor hereby represents, warrants and covenants to COLTS that all work performed by any subcontractor of Contractor on behalf of Contractor under this Agreement shall be in accordance with the terms and conditions of this Agreement.

20. No Unauthorized Disclosures

No reports, information, data or other materials given to, or prepared or assembled by, Contractor under this Agreement shall be made available to any individual or organization by Contractor without, in each instance, the prior written approval of COLTS.

21. Notations on Documents

Unless directed otherwise by COLTS, all reports, maps and other documents completed as a part of this Agreement, other than documents exclusively for internal use within COLTS, shall carry the following notation on the front cover or title page:

"The preparation of this (report, map, document, etc.), has been financed, in part, through a grant from the U.S. Department of Transportation, pursuant to the Federal Transit Act, as amended, for the County of Lackawanna Transit System."

22. Materials and Work Product Created

22.1 No Copyrights. No materials produced, in whole or in part, under this Agreement shall be subject to copyright in the United States or in any other country. COLTS and the FTA shall have unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, any reports, information, data or other materials prepared under this Agreement.

22.2 Ownership of Work Products. All work products produced by, for or on behalf of Contractor pursuant to this Agreement shall be the sole property of COLTS in perpetuity, and Contractor hereby forever assigns to COLTS and its successors and assigns, and hereby agrees to cause any third parties producing any such work products for or on behalf of Contractor to forever assign to COLTS and its successors and assigns, all of such assignor's worldwide right, title and interest in and to such work products and any related intellectual property rights related thereto, and in and to any and all renewals and extensions thereof, all of which shall be held and enjoyed by COLTS, its successors and assigns as fully and entirely as the same would have been held and enjoyed by such assignor had the foregoing assignment or contemplated assignment not been made. Final payment by COLTS to Contractor shall be withheld until all such work products are transferred to COLTS by Contractor.

22.3 Definition of Work Products. Work products shall include, but not be limited to documents, field notes, records, computations, calculations, work sheets, sketches, drawings, specifications, cost estimates, laboratory data, test results, correspondence and all other products resulting from the work performed by the Contractor under this Agreement. Final payment by COLTS to Contractor shall be withheld until such work products are transferred by Contractor to COLTS at the completion or termination of the Contract Services.

22.4 Patents and Rights in Data. Contractor shall comply with the provisions of Attachment D, attached hereto and made a part hereof, relating to patent rights and rights in data.

23. Inspection of Works

Contractor shall permit the authorized representatives of the U.S. Department of Transportation, FTA, the Comptroller General of the United States, COLTS, the Commonwealth of Pennsylvania, and the County of Lackawanna to inspect all work, materials, payrolls and other data and records and to audit the books, records and accounts of Contractor relating to its performance under this Agreement. Such records shall be retained by Contractor for a period of four years after completion of the Contract Services. Contractor shall cause or provide free access to the duly authorized representatives of COLTS at all reasonable times to such books and records and the right to examine and audit the same and to make such transcripts therefrom and copies thereof as may be necessary to allow inspection of all work, data, documents, proceedings and activities.

24. Ownership of Purchased Property

Contractor shall immediately transfer to COLTS good and marketable title in and to all

tangible personal property purchased by Contractor and paid for by COLTS as part of the Contract Services. Contractor shall at all times maintain an inventory of, and be authorized to use, said tangible personal property for the Project until termination or expiration of the Agreement or such earlier time that COLTS requests that Contractor return such property to COLTS.

25. Compliance with Additional Federal Laws and Regulations

In addition to those other laws and regulations referenced in this Agreement, Contractor shall comply with all applicable federal, state or local laws, regulations, policies and related administrative practices presently in effect, as well as any changes to these federal requirements which may become effective during the period of this Agreement. Without limiting the generality of the foregoing:

(i) Contractor shall be responsible for its compliance with all applicable environmental law, regulations, standards, orders or requirements issued pursuant to federal, state or local statute, regulation or ordinance;

(ii) Contractor shall comply with all mandatory standards and policies relating to

energy efficiency that are contained in the applicable state energy conservation plans issued in compliance with the Energy Policy and Conservation Act, 42 U.S.C. §§ 6321 et seq.;

(iii) Contractor shall 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 seq. Contractor shall report each violation to COLTS and understands and agrees that COLTS will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. Contractor also shall include these requirements in each subcontract exceeding $100,000 financed, in whole or in part, with Federal assistance provided by FTA;

(iv) Contractor shall comply with all applicable standards, orders or regulations issued

pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. Contractor shall report each violation to COLTS and understands and agrees that COLTS will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. Contractor also shall include these requirements in each subcontract exceeding $100,000 financed, in whole or in part, with Federal assistance provided by FTA;

(v) Contractor shall comply with, and shall cause its employees and other

representatives and their respective employees to comply with all requirements to administer any system of records on behalf of the Federal Government under this Agreement;

(vi) Contractor agrees to comply with, and assures the compliance of its employees

with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. § 552a. Among other things, Contractor agrees to obtain the express consent of the FTA before Contractor or its employees operate a system of records on behalf of the FTA. Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for

violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of this Agreement; and

(vii) Contractor agrees to comply with 49 U.S.C. 40118 (the “Fly America” Act) in

accordance with the General Services Administration’s regulations at 41 C.F.R., Part 301-10, which provide that recipients and subrecipients of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S. Government-financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Contractor shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. The Contractor agrees to include these requirements in all subcontracts that may involve international air transportation.

(viii) The Contractor agrees that any new building or addition to an existing building

will be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety Regulations 49 C.F.R., Part 41, and will certify to compliance to the extent required by the regulation. The Contractor also agrees to ensure that all work performed under this Agreement including work performed by a subcontractor is in compliance with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the Project.

(ix) Contractor also agrees to include these requirements in each subcontract to

administer any system of records on behalf of the FTA financed, in whole or in part, with federal assistance provided by FTA.

26. No Government Obligations to Third Parties

COLTS and Contractor acknowledge and agree that, notwithstanding any concurrence by the FTA in, or approval of, the solicitation or award of this Agreement, absent the express written consent by the FTA, the FTA is not a party to this Agreement and shall not be subject to any obligations or liabilities to COLTS, Contractor, or any other party (whether or not a party to this Agreement) pertaining to any matter resulting from this Agreement.

Contractor shall include the above clause in each subcontract, and shall not modify the clause except to identify the subcontractor who will be subject to its provisions.

27. Program Fraud and False or Fraudulent Statements

Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §§ 3801 et seq. and U.S. Department of Transportation regulations, “Program Fraud Civil Remedies,” 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of this Agreement, 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 this Agreement or the FTA assisted Project for which the Contract Services are being performed. In addition to other penalties that may be applicable, 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 Contractor to the extent the FTA deems appropriate.

Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the FTA under this Agreement, or any other connected with the 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 Contractor, to the extent the FTA deems appropriate.

Contractor shall include the above two clauses in each subcontract and shall not modify the clause except to identify the subcontractor who will be subject to the provisions.

28. Incorporation of Federal Transit Administration Terms

The preceding provisions include, in part, certain standard terms and conditions required by the U.S. Department of Transportation. All contractual provisions required by the U.S. Department of Transportation, as set forth in FTA Circular 4220.1F, as amended, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. Contractor shall not perform any act, fail to perform any act, or refuse to comply with any COLTS request which would cause COLTS to be in violation of the FTA terms and conditions.

29. Use of Brokers Prohibited

Contractor warrants that it has not retained any company, firm or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company, firm or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gifts or any other consideration contingent upon or resulting from the award or making of this Agreement. Upon any breach or violation of the foregoing warranty by Contractor, COLTS shall have the right to annul this Agreement without liability and in addition to any other remedies that may then be available to COLTS.

30. Notices

All notices and other communications provided for hereunder shall be in writing and hand-delivered, sent by United States certified or registered mail, return receipt requested, or by nationally recognized overnight courier service, addressed as follows:

To COLTS: County of Lackawanna Transit System 800 North South Road Scranton, PA 18504 Attention: Mr. Robert Fiume, Executive Director

To Contractor: _______________________________ _______________________________ _______________________________

Attention: ______________________

Any such notice to COLTS shall refer to this Agreement. Any party hereto may change the address to which notices to it are to be sent by written notice given to the other persons listed in this Section. All notices shall, when mailed as aforesaid, be effective on the date indicated on the return receipt, and all notices given by other means shall be effective when received.

31. Binding and Beneficial Effect

This Agreement is binding upon and shall inure to the benefit of the parties hereto and their successors and permitted assigns, but shall not inure to the benefit of any other third party or other person.

32. Acceptance of Service of Legal Process

Contractor shall maintain within the County of Lackawanna, Pennsylvania, an agent to accept service of legal process on Contractor's behalf and shall keep COLTS advised of such agent's name and address during the term of this Agreement and for a period of four years after the completion of Contract Services.

33. Governing Law

This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania as they may from time to time be in effect, without giving effect to its conflicts of law provisions. Any suit or proceeding arising out of, relating to or mentioning this Agreement shall be commenced only in the Court of Common Pleas of Lackawanna County, Pennsylvania, and each party to this Agreement hereby consents to the jurisdiction and venue of such court.

34. Independent Contractor

Contractor shall perform its duties hereunder as an independent contractor, and nothing herein shall be construed to create a relationship of employer/employee, principal/agent or any joint venture between COLTS and Contractor or its subcontractors or suppliers.

35. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous negotiations, representations, commitments and writings, whether oral or written.

36. Amendments and Waivers

Except as otherwise set forth herein, this Agreement may not be amended, released, discharged, rescinded or abandoned, except by a written agreement duly executed by each of the parties hereto. The failure of any party hereto at any time to enforce any of the provisions of this Agreement will in no way constitute or be construed as a waiver of

such provision or of any other provision hereof, nor in any way affect the validity of, or the right thereafter to enforce, each and every provision of this Agreement.

IN WITNESS WHEREOF, the parties hereto, by their duly authorized officers, have executed this Agreement as of the day and year first above written. ATTEST: COUNTY OF LACKAWANNA TRANSIT SYSTEM ________________________________________ Signature of Authorized Official ________________________________________ Typed Name of Authorized Official

________________________________________

Typed Title of Authorized Official (CORPORATE SEAL) ATTEST: ________________________________________ ________________________________________ Signature of Authorized Official ________________________________________ Typed Name of Authorized Official

________________________________________

Typed Title of Authorized Official (CORPORATE SEAL)

Agreement No. R___

ATTACHMENT A NONDISCRIMINATION CLAUSE

1. The Contractor shall not discriminate against any employee, applicant for employment,

independent contractor or any other person because of race, color, religious creed, ancestry, national origin, age or sex. The Contractor shall take affirmative action to insure that applicants are employed, and that employees or agents are treated during employment, without regard to their race, color, religious creed, ancestry, national origin, age or sex. Such affirmative action shall include, but is not limited to, employment, upgrading, demotion or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training. The Contractor shall post in conspicuous places, available to employees, agents, applicant for employment and other persons, a notice to be provided by the borrowing agency setting forth the provisions of this nondiscrimination clause.

2. The Contractor shall in advertisements or requests for employment placed by it or on its

behalf, state that all qualified applicants will receive consideration for employment without regard to race, color, religious creed, ancestry, national origin, age or sex.

3. The Contractor shall send each labor union or worker's representative with which it has a

collective bargaining agreement or other contract or understanding, a notice advising said labor union or workers' representative of its commitment to this nondiscrimination clause. Similar notice shall be sent to every other source of recruitment regularly utilized by the Contractor.

4. It shall be no defense to a finding of noncompliance with this nondiscrimination clause that

the Contractor had delegated some of its employment practices to any union, training program or other source of recruitment which prevents it from meeting its obligations. However, if the evidence indicates that the Contractor was not on notice of the third party discrimination or made a good faith effort to correct it, such factor shall be considered in mitigation in determining appropriate sanctions.

5. Where the practices of a union or of any training program or other source of recruitment

will result in the exclusion of minority group persons, so that the Contractor will be unable to meet its obligations under this nondiscrimination clause, the Contractor shall then employ and fill vacancies through other nondiscriminatory employment procedures.

6. The Contractor shall comply with all state and federal laws prohibiting discrimination in

hiring or employment opportunities. In the event of the Contractor's noncompliance with the nondiscrimination clause of this contract or with any such laws, this contract may be terminated or suspended, in whole or in part, and the Contractor may be declared temporarily ineligible for further Commonwealth contracts, and other sanctions may be imposed and remedies invoked.

7. The Contractor shall furnish all necessary employment documents and records to, and

permit access to its books, records and accounts by, the contracting agency and the Office of Administration, Bureau of Affirmative Action, for purposes of investigation to ascertain compliance with the provisions of this clause. If the Contractor does not possess documents or records reflecting the necessary information requested, it shall furnish such information on reporting forms supplied by the borrowing agency or the Bureau of Affirmative Action.

8. The Contractor shall actively recruit minority contractors or contractors with substantial

minority representation among their employees. 9. The Contractor shall include the provisions of this nondiscrimination clause in every

contract, so that such provisions will be binding upon each contractor. 10. The Contractor's obligations under this clause are limited to the Contractor's facilities within

Pennsylvania or, where the contract is for purchase of goods manufactured outside of Pennsylvania, the facilities at which such goods are actually produced.

Agreement No. R____

ATTACHMENT B CERTIFICATION OF PROPOSED SUBCONTRACTOR

REGARDING DEBARMENT, SUSPENSION AND OTHER RESPONSIBILITY MATTERS

(for Subcontracts totaling over $25,000) (Subcontractor) ____________________________ certifies to the best of its knowledge and belief, that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible or

voluntarily excluded from covered transactions by any Federal department or agency; 2. Have not within a three year period preceding this bid been convicted of or had a civil

judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property;

3. Are not presently indicted for or otherwise criminally or civilly charged by a

governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (2) of this certification; and

4. Have not within a three year period preceding this bid had one or more public

transactions (Federal, State or local) terminated for cause or default. If the Proposed Subcontractor is unable to certify to any of the statements in this certification, it shall attach an explanation to this certification. (Subcontractor) _________________, certifies or affirms the truthfulness and accuracy

of the contents of the statements submitted on or with this certification and understands that the

provisions of 31 U.S.C. Sections 3801 et. seq., are applicable thereto.

________________________________ _________________________________ Signature of Authorized Official Typed Title of Authorized Official _________________________________ _________________________________ Typed Name of Authorized Official Date

Agreement No. R____ ATTACHMENT B

CERTIFICATION OF PROPOSED SUBCONTRACTOR REGARDING DEBARMENT, SUSPENSION AND OTHER

INELIGIBILITY AND VOLUNTARY EXCLUSION (for Subcontracts totaling $25,000 or less) (Subcontractor) __________________ certifies, by submission of this proposal, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in this transaction by any Federal department or agency. If the Proposed Subcontractor is unable to certify to any of the statements in this certification, it shall attach an explanation to this certification. (Subcontractor) , certifies or affirms the truthfulness and accuracy of the contents of the statements submitted on or with this certification and understands that the provisions of 31 U.S.C. Sections 3801 et. seq., are applicable thereto. _________________________________ Signature of Authorized Official _________________________________ Typed Name of Authorized Official _________________________________ Typed Title of Authorized Official _________________________________ Date

Agreement No. R____ ATTACHMENT C CERTIFICATION REGARDING LOBBYING I, ______________________________________ (Name and Title of Authorized Official), hereby certify on behalf of _________________________ (Subcontractor) 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.

(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 Section 1352, Title 31, U.S. Code (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. The ____________________ (Subcontractor) certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the __________________ (Subcontractor) understands and agrees that the provisions of 31 U.S.C. A3801, et. seq., apply to this certification and disclosure, if any. ___________________________________ Signature of Authorized Official

___________________________________ Date

Agreement No. R__

ATTACHMENT C DISCLOSURE OF LOBBYING ACTIVITIES Approved by OMB 0348-0046

Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352 (See reverse for public burden disclosure.)

1. Type of Federal Action: a. contract b. grant c. cooperative agreement d. loan e. loan guarantee f. loan insurance

2. Status of Federal Action: a. bid/offer/application b. initial award c. post-award

3. Report Type:

a. initial filing

b. material change For Material Change Only: year ________ quarter ________ date of last report ____________

4. Name and Address of Reporting Entity: Prime Subawardee Tier ____, if known: Congressional District, if known:

5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime: Congressional District, if known:

6. Federal Department/Agency: 7. Federal Program Name/Description: CFDA Number, if applicable: ____________

8. Federal Action Number, if known: 9. Award Amount, if known: $

10. a. Name and Address of Lobbying Entity b. Individuals Performing Services (including address if (if individual, last name, first name, MI): different from No. 10a) (last name, first name, MI): (attach Continuation Sheet(s) SF-LLL-A, if necessary)

11. Amount of Payment (check all that apply): $ _______________________ actual planned

13. Type of Payment (check all that apply): a. retainer b. one-time fee c. commission d. contingent fee e. deferred f. other; specify: ________________________

12. Form of Payment (check all that apply): a. cash b. in-kind; specify: nature ________________________ value ________________________

14. Brief Description of Services Performed or to be Performed and Date(s) of Service, including officer(s), employee(s), or Member(s) contacted, for Payment Indicated in Item 11: (attach Continuation Sheet(s) SF-LLL-A, if necessary)

15. Continuation Sheet(s) SF-LLL-A attached: Yes No

16. Information requested through this form is authorized by title 31 U.S.C. section This disclosure of lobbying activities is a material representation of fact upon which ce was placed by the tier above when this transaction was made or entered into. This sure is required pursuant to 31 U.S.C. 1352. This information will be reported to the ess semi-annually and will be available for public inspection. Any person who fails to

e required disclosure shall be subject to a civil penalty of not less than $10,000 and not han $100,000 for each failure.

Signature: ___________________________________________ Print Name: __________________________________________ Title: ________________________________________________ Telephone No.: __________________ Date: _____________

Federal Use Only: Authorized for Local Reproduction Standard Form - LLL

Agreement No. R__

ATTACHMENT C

INSTRUCTIONS FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING ACTIVITIES

This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient, at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with a covered Federal action. Use the SF-LLL-A Continuation Sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information. 1. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence the outcome of a covered

Federal action. 2. Identify the status of the covered Federal action. 3. Identify the appropriate classification of this report. If this is a follow up report caused by a material change to the information previously

reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered Federal action.

4. Enter the full name, address, city, state and zip code of the reporting entity. Include Congressional District, if known. Check the appropriate

classification of the reporting entity that designates if it is, or expects to be, a prime or a subaward recipient. Identify the tier of the subawardee, e.g., the first subawardee of the prime is the 1st tier. Subawards include but are not limited to subcontracts, subgrants and contract awards under grants.

5. If the organization filing the report in item 4 checks "Subawardee", then enter the full name, address, city, state and zip code of the prime

Federal recipient. Include Congressional District, if known. 6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name, if

known. For example, Department of Transportation, United States Coast Guard. 7. Enter the Federal program name or description for the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic

Assistance (CFDA) number for grants, cooperative agreements, loans, and loan commitments. 8. Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e.g., Request for Proposal (RFP)

number; Invitation for Bid (IFB) number; grant announcement number; the contract, grant, or loan award number; the application/proposal control number assigned by the Federal agency). Include prefixes, e.g., "RFP-DE-90-001."

9. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the

award/loan commitment for the prime entity identified in item 4 or 5. 10. (a) Enter the full name, address, city, state and zip code of the lobbying entity engaged by the reporting entity identified in item 4 to

influence the covered Federal action. (b) Enter the full names of the individual(s) performing services, and include full address if different from 10 (a). Enter Last Name, First

Name, and Middle Initial (MI). 11. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (item 4) to the lobbying entity (item 10).

Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is a material change report, enter the cumulative amount of payment made or planned to be made.

12. Check the appropriate box(es). Check all boxes that apply. If payment is made through an in-kind contribution, specify the nature and value

of the in-kind payment. 13. Check the appropriate box(es). Check all boxes that apply. If other, specify nature. 14. Provide a specific and detailed description of the services that the lobbyist has performed, or will be expected to perform, and the date(s) of

any services rendered. Include all preparatory and related activity, not just time spent in actual contact with Federal officials. Identify the Federal official(s) or employee(s) contacted or the officer(s), employee(s), or Member(s) of Congress that were contacted.

15. Check whether or not a SF-LLL-A Continuation Sheet(s) is attached. 16. The certifying individual shall sign and date the form, print his/her name, title, and telephone number.

Public reporting burden for this collection of information is estimated to average 30 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0046), Washington, D.C. 20503.

DISCLOSURE OF LOBBYING ACTIVITIES Approved by OMB 0348-0046

CONTINUATION SHEET Reporting Entity: __________________________________________________________ Page _________ of _________

Authorized for Local Reproduction Standard Form - LLL-A

Agreement No. R____

ATTACHMENT D

I. PATENTS AND RIGHTS IN DATA A. Rights in Data - Contractor acknowledges that the following requirements apply to this Agreement concerning experimental, developmental or research work: (1) The term “subject data” used in this clause means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under this Agreement. The term includes graphic or pictorial delineation in media such as drawings or photographs; text in specifications or related performance or design-type documents; machine forms such as punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. Examples include, but are not limited to: computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information. The term “subject data” does not include financial reports, cost analyses, and similar information incidental to contract administration. (2) The following restrictions apply to all subject data first produced in the performance of this Agreement to which this Attachment has been added: (a) Except for its own internal use, Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may Contractor authorize others to do so, without the written consent of the Federal Government, until such time as the Federal Government may have either released or approved the release of such data to the public; this restriction on publication, however, does not apply to any contract with an academic institution. (b) In accordance with 49 C.F.R. § 18.34 and 49 C.F.R. § 19.36, the Federal Government reserves a royalty-free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for “Federal Government purposes,” any subject data or copyright described in subsections (2)(b)1 and (2)(b)2 of this clause below. As used in the previous sentence, “for Federal Government purposes,” means use only for the direct purposes of the Federal Government. Without the copyright owner's consent, the Federal Government may not extend its Federal license to any other party. 1. Any subject data developed under this Agreement, whether or not a copyright has been obtained; and 2. Any rights of copyright purchased by Contractor using Federal assistance in whole or in part provided by FTA. (c) When FTA awards Federal assistance for experimental, developmental, or research work, it is FTA's general intention to increase transportation knowledge available to the public, rather than to restrict the benefits resulting from the work to participants in that work. Therefore, unless FTA determines otherwise, Contractor performing experimental, developmental, or research work required by the underlying contract to which this Attachment is added agrees to permit FTA to make available to the public, either FTA's license in the copyright to any subject data developed in the course of that contract, or a copy of the subject data first produced under the contract for which a copyright has not been obtained. If the experimental, developmental, or research work, which is the subject of the underlying contract, is not completed for any reason whatsoever, all data developed under that contract shall become subject data as defined in subsection (a) of this clause and shall be delivered as the Federal Government may direct. This subsection (c), however, does not apply to adaptations of automatic data processing equipment or programs for Contractor's use whose costs are financed in whole or in part with Federal assistance provided by FTA for transportation capital projects.

(d) Unless prohibited by state law, upon request by the Federal Government, Contractor agrees to indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that contract. Contractor shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government. (e) Nothing contained in this clause on rights in data shall imply a license to the Federal Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent. (f) Data developed by Contractor and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by the underlying contract to which this Attachment has been added is exempt from the requirements of subsections (b), (c), and (d) of this clause, provided that Contractor identifies that data in writing at the time of delivery of the contract work. (g) Unless FTA determines otherwise, Contractor agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA. (3) Unless the Federal Government later makes a contrary determination in writing, irrespective of Contractor's status (i.e. , a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual, etc.), the Purchaser and Contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U.S. Department of Commerce regulations, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” 37 C.F.R., Part 401. (4) Contractor also agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA. B. Patent Rights - This following requirements apply to each contract involving experimental, developmental, or research work: (1) General - If any invention, improvement, or discovery is conceived or first actually reduced to practice in the course of or under the contract to which this Attachment has been added, and that invention, improvement, or discovery is patentable under the laws of the United States of America or any foreign country, the Purchaser and Contractor agree to take actions necessary to provide immediate notice and a detailed report to the party at a higher tier until FTA is ultimately notified. (2) Unless the Federal Government later makes a contrary determination in writing, irrespective of Contractor's status (a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual), the Purchaser and Contractor agree to take the necessary actions to provide, through FTA, those rights in that invention due the Federal Government as described in U.S. Department of Commerce regulations, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” 37 C.F.R., Part 401. (3) Contractor also agrees to include the requirements of this clause in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance provided by FTA.

EXHIBIT 2 PROPOSAL ATTACHMENTS

SUMMARY OF ITEMS TO BE SUPPLIED WITH PROPOSAL

The following items are to be furnished by the PROPOSER AS PART OF THE PROPOSAL. FAILURE TO SUBMIT ANY OF THESE ITEMS MAY LEAD TO DISQUALIFICATION OF THE PROPOSAL.

A. Completed Proposal Form B. Receipt of Addenda Form C. Proposal Guaranty D. Third Party Contract Provisions E. Lower-Tier Participant Certification Form Regarding Debarment F. Proposer Certification Form Regarding Debarment G. Certificate Regarding Lobbying H. Disclosure of Lobbying I. Access to Records J. Integrity Certification K. Non-Discrimination L. No Third Party Obligations M. Fraudulent Statements N. Buy America O. Federal Changes P. Civil Rights Q. DBE R. FTA Terms S. Suspension and Debarment T. Lobbying U. Clean Air V. Clean Water W. Energy Conservation X. Non Collusion Affidavit Y. Protest Procedures Z. Proposer Data Form AA. Proposer/Consultant Checklist

ATTACHMENT A PROPOSAL FORM

PROPOSER: _____________________________________________________ ADDRESS: ____________________________________________________ PHONE/FAX/E-MAIL: ___________________________________________ Date: ________________________ In conformity with and acceptance of the technical specifications and drawings and the Contract Documents, including all the clauses attached to this document, the undersigned submits this Proposal and guarantees the validity of same for a period of ninety (90) days after date hereof. It is hereby certified that the undersigned is the only person(s) interested in this Proposal as principal, and that the Proposal is made out without collusion with any person, firm, or corporation. PROPOSER agrees that, if awarded the contract, PROPOSER will furnish and deliver all materials, and will execute the contract in accordance with the general provisions, technical specifications and drawings to the complete satisfaction and acceptance of the Authority. It is understood that the Authority reserves the right to reject any or all Proposals or part thereof or items therein and to waive technicalities required for the interest of the Authority. It is further understood that competency and responsibility of PROPOSERS will receive consideration before the award of the contract, and that the judgment of the Authority shall be binding on these considerations. The PROPOSER agrees that PROPOSER will not assign the proposal or any of proposer’s rights or interests thereunder without the written consent of the Authority. The PROPOSER agrees to the contract time as defined in the Schedule of Work Section, or has provided an alternative delivery schedule. ____________________________________________________________________________ NAME OF INDIVIDUAL, PARTNERSHIP, OR CORPORATION ____________________________________________________________________________ ADDRESS _________________________________________________________ AUTHORIZED PERSON SIGNATURE _________________________________________________________ TITLE DATE

(FAILURE TO COMPLETE THIS FORM AND SUBMIT IT WITH YOUR PROPOSAL WILL RENDER THE PROPOSAL NON-RESPONSIVE)

ATTACHMENT B

RECEIPT OF ADDENDA Certification of Receipt of Addenda to the Request for Proposal Failure to submit this form in a properly executed manner will result in the bid/proposal being found non-responsive and rejected. This certification required for all procurements. Acknowledgement of Receipt of Addenda The undersigned hereby acknowledges receipt of the following addenda to the above referenced RFP: Addendum Number: __________________, dated: ___________________ Addendum Number: __________________, dated: ___________________ Addendum Number: __________________, dated: ___________________ Name of Individual, Partnership or Corporation: _____________________________________________________________ Address: _____________________________________________________________ Name of Authorized Person: Signature: ______________________________ ____________________________ Title of Authorized Person: Date: ______________________________ ____________________________

ATTACHMENT C

PROPOSAL GUARANTY THE PROPOSAL SHALL NOT BE WITHDRAWN BEFORE THE EXPIRATION OF NINETY (90) DAYS FROM THE DATE OF PROPOSAL OFFERING. THE PROPOSER AGREES TO ACCEPT AS FULL COMPENSATION FOR EACH ITEM THE UNIT PRICES NAMED THEREFORE IN SCHEDULE OF PRICES PROPOSED. THE PROPOSER SHALL ACKNOWLEDGE THIS PROPOSAL BY SIGNING AND COMPLETING THE SPACES PROVIDED BELOW. (IF AN INDIVIDUAL, PARTNERSHIP, OR NON-INCORPORATED ORGANIZATION) WITNESS: _____________________________________________SIGNATURE OF PROPOSER BY ______________________________________ ADDRESS OF PROPOSER: ___________________________________________ (ATTACH NAMES AND ADDRESSES OF MEMBERS OF THE FIRM) IF A CORPORATION WITNESS: _____________________________________________SIGNATURE OF PROPOSER BY ______________________________________ BUSINESS ADDRESS: ___________________________________________ INCORPORATED UNDER THE LAWS OF THE STATE OF ____________________ CORPORATE SEAL IMPRINT BELOW: (FAILURE TO COMPLETE THIS FORM AND SUBMIT IT WITH YOUR PROPOSAL WILL RENDER THE PROPOSAL NON-RESPONSIVE)

ATTACHMENT D

FTA and Commonwealth of Pennsylvania Third Party Contract Provisions

1. NO GOVERNMENT OBLIGATIONS TO THIRD PARTIES: a The Federal Government is not a party to this contract and shall not be subject to

any obligations or liabilities to the Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract.

b. The Contractor agrees to include the above clause in each subcontract financed

in whole or in part with Federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.

2. PROGRAM FRAUD AND FRAUDULENT STATEMENTS: The Contractor and its subcontractors acknowledge that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. ��3801 et seq. and U.S. DOT regulations, “Program Fraud Civil Remedies,” 49 C.F.R., Part 31, apply to its actions pertaining to this contract. The Contractor and its subcontractors certify or affirm the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to this contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may apply, the Contractor and its subcontractors also acknowledges that if it makes a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986, as amended, on the Contractors and its subcontractors to the extent the Federal Government deems appropriate.

3. AUDIT AND INSPECTION OF BOOKS AND RECORDS a. Audit and Inspection. The Contractor shall permit the authorized representatives

of COLTS, U.S. Department of Transportation, the Pennsylvania Department of Transportation and the Comptroller General of the United States to inspect and audit all data and records of the Contract or relating to its performance and its subcontracts under this Contract from the date of the Contract and for three (3) years after completion or termination of the Contract.

b. Record Retention. The Contractor further agrees to include in all their

subcontracts hereunder a provision to the effect that the subcontractor agrees that COLTS, the U.S. Department of Transportation, the Pennsylvania Department of Transportation and the Comptroller General of the United States or any of their duly authorized representatives shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers, and records of each Subcontractor, involving transactions related to the Subcontractor. The term "Subcontractor" as used in this clause excludes: (1) Purchase Orders not exceeding $10,000; and (2) subcontracts or Purchase Orders for public utility services at rates established for uniform applicability to the general public.

4. NOTICE OF FEDERAL REQUIREMENTS: The Contractor shall at all times comply with

all applicable FTA regulations, policies, procedures and directives, including without

limitation those listed herein, as they may be amended or promulgated from time to time during the term of this contract, unless the Federal Government determines otherwise. The Contractor’s failure to so comply shall constitute a material breach of this contract. 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 COLTS requests which would cause COLTS to be in violation of the FTA terms and conditions.

5. EQUAL EMPLOYMENT OPPORTUNITY: 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 and its subcontractor agree to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor,” 41 C.F.R. Parts 60 et seq. and any implementing requirements the FTA may issue. The Contractor and its subcontractors agree that it shall not discriminate against any employee or applicant for employment because of race, color, creed, sex, disability, age or national origin. The Contractor and its subcontractors shall take affirmative action to insure that applicants are employed, and the employees are treated during employment, without regard to their race, color, creed, sex, disability, age or national origin. Such action shall include but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, lay-off or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship.

6. TITLE VI OF THE CIVIL RIGHTS ACT OF 1964: During the performance of this contract, the Contractor and its subcontractors shall comply with all requirements prohibiting discrimination on the basis of race, color, creed, sex, age, disability or national origin of Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. ¶ 2000d; Title IX of the Education Amendments of 1972, as amended, 20 U.S.C. ¶¶ 1681-1683, 1685-88, with U.S. DOT regulations, “Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving Federal Financial Assistance,” 49 C.F.R. Part 25; Section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. ¶ 6102; Section 202 of the American With Disabilities Act of 1990, 42 U.S.C. ¶ 12132; Federal transit law at 49 U.S.C. ¶ 5332; and U.S. DOT regulations, �Nondiscrimination in Federally-Assisted Programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act,��49, C.F.R. Part 21, and any implementing requirements FTA may issue.

7. TERMINATION: A. Termination For Convenience: COLTS may terminate this contract, in whole or in

part, at any time by written notice to the Contractor. The Contractor shall be paid its costs, including contract close-out cost and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to COLTS to be paid the Contractor. If the Contractor has any property in its possession belonging to COLTS, the Contractor will account for the same, and dispose of it in a manner COLTS directs.

B. Termination for Default: 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, COLTS 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 COLTS that the Contractor had an excusable reason for not performing, such as strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, COLTS, 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. COLTS in its sole discretion may, in the case of a termination for default, allow the Contractor a reasonably 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.

C. Termination for Cost Type Contracts: COLTS may terminate this contract, or any

portion of it, by serving a notice of termination on the Contractor. The notice shall state whether the termination is for the convenience of COLTS or for the default of the Contractor. If the termination is for default, the notice shall state the manner in which the Contractor has failed to perform the requirements of the contract. The Contractor shall account for any property in its possession paid for from funds received from COLTS, or property supplied to the Contractor by COLTS. If the termination is for default, COLTS may fix the fee, if the contract provides for a fee, to be paid the Contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to COLTS and the parties shall negotiate the termination settlement to be paid the Contractor.

If the termination is for the convenience of COLTS, the Contractor shall be paid its contract close-out costs, and a fee, if the contract provides for a fee, in proportion to the work performed up to the time of termination.

If, after serving notice of termination of default, COLTS determines that the Contractor has an excusable reason for not performing, such as strike, fire, flood, events which are not the fault of and are beyond the control of the Contractor, COLTS, after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as termination for convenience.

8. DISADVANTAGED BUSINESS ENTERPRISES. 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 the recipient deems appropriate.

COLTS solicits and encourages participation by Disadvantaged Business Enterprises. DBE’s shall be afforded full consideration of their response and will not be subject to discrimination.

The Contractor shall submit Certificate 5-1, “Disadvantaged Business Enterprise Certification”, with its bid or proposal and the information requested on Certificate 5-3 if the Contractor and/or a subcontractor(s) is a Disadvantaged Business Enterprise firm.

9. FTA TERMS AND DEFINITIONS: The Contractor agrees that the definitions and terminology included in FTA Circular C.4220.1E, Change 1 (June 19, 2003) and the FTA Master Agreement (October 1, 2008) shall be incorporated into the contract by reference.

10. DEBARRED AND SUSPENDED BIDDERS: The Contractor and its subcontractors shall

certify that they are not included on the U.S. General Services Administration's (U.S. GSA) List of Parties Excluded from Federal Procurement or Non-Procurement Programs as provided for under Executive Orders Nos. 12549 and 12689, “Debarment and Suspension,” 31 U.S.C. ¶ 6101 note, and U.S. DOT regulations, “Governmentwide Debarment and Suspension (Nonprocurement),” within 49 C.F.R. Part 29. For any contract and subcontract exceeding $100,000, the contractor and subcontractor shall submit a debarment and suspension certificate or an explanation as to why the signed certification cannot be provided. (See Certificate 6) The certification is a material representation of fact upon which reliance was placed when the transaction was entered into. If it is later determined that the contractor or subcontractors knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, COLTS may pursue available remedies, including suspension and/or debarment.

11. BUY AMERICA: The Contractor agrees to comply with 49 U.S.C. � 5323(j), with FTA

regulations, “Buy America Requirements,” 49 C.F.R. Part 661, and with implementing guidance FTA may issue, 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. A Buy America Certificate must be completed and submitted with a bid for any contract exceeding $100,000 for the acquisition of goods or rolling stock and construction contracts. Bids that are not accompanied by a completed Buy America certification must be rejected as nonresponsive. (Certificate 1-B1 is completed for projects including the procurement of steel, iron or manufactured products. Certificate 1-B2 is completed for projects providing for the procurement of buses, other rolling stock and associated equipment).

12. RESOLUTION OF DISPUTES: COLTS reserves the right to retain 10% of the contract

price for a period of ninety (90) days after COLTS accepts receipt of the materials or construction work in order to insure full Contractor compliance with the provisions and specifications.

13. PROTEST AND APPEAL PROCEDURES: These procedures are in compliance with

FTA Circular 4220.1E. Interested parties have the right to protest a bid award by notifying COLTS, in writing, within five (5) working days of the notice of award. The protestor must state in writing the reasons for the protest.

COLTS shall respond to a written protest within ten (10) working days of its receipt. The decision of COLTS will be set forth in writing with reasons stated and shall be final and conclusive. If no protests are received, COLTS shall execute a contract with the bidder

to whom the award was made.

Within five (5) working days of the final decision rendered under COLTS's protest procedures, interested parties may file a protest to appeal the decision of COLTS with FTA. FTA shall provide COLTS with a concurrence notice indicating the nature of the appeal.

When an award has been made, COLTS will furnish the protestor and FTA with a copy of COLTS's protest procedures and any supporting documentation, within ten (10) working days of confirmation that a protest has been filed. When no award has been made, then all interested parties shall be notified and may respond to FTA. The protestor may submit to FTA any comments on COLTS's submission no later than ten (10) working days after the protestor's receipt of COLTS's submission. After all materials have been submitted, FTA will review protests regarding the alleged failure of the grantee to have written protest procedures or alleged failure to follow such procedures. Alleged violations on other grounds are under the jurisdiction of the appropriate State or local administrative or judicial authorities.

Failure of a protestor to comply with the time limits stated in this section will result in dismissal of the protest by COLTS.

14. LOBBYING: Section 1352 of Title 31, U.S. Code provides in part that no appropriated

funds may be expended by the recipient of a Federal contract, grant, loan, or cooperative agreement to pay any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, an employee of a Member of Congress or a member or employee of a State legislature in connection with any of the following covered Federal actions: 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. The Contractor and its subcontractors shall certify that no federal appropriated funds have been expended for the lobbying activities described in Section 1352 of Title 31, U.S. Code. The Contractor and its subcontractors 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 the covered Federal actions as described by 31 U.S.C. 1352. For any contract and subcontract exceeding $100,000, the Contractor and subcontractor(s) will submit a Lobbying Certificate. (See Certificate 4).

15. BONDING REQUIREMENTS: The Contractor agrees to comply with the bid guarantee,

contract performance and payment bonding requirements set forth in the bid documents.

16. AIR QUALITY REQUIREMENTS: For all contracts and subcontracts in excess of $100,000, the Contractor and its subcontractors agree to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. 7401 et seq. The Contractor and its subcontractors agree to report the use of facilities placed or likely to be placed on EPA’s “List of Violating Facilities”, refrain from using violating facilities and report each violation to COLTS and COLTS will, in turn, report each violation as required resulting from any project implementation activity of a contractor or itself to FTA and appropriate U.S. EPA Regional Office as provided in Section 114 of the Clean Air Act, as amended, 42 U.S.C. ¶ 7414, and other applicable

provisions of the Clean Air Act, as amended, 42 U.S.C. ¶¶ 7401 et seq..

17. CLEAN WATER REQUIREMENTS: For all contracts and subcontracts in excess of $100,000, the Contractor and its subcontractors agree 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 seq. The Contractor and its subcontractors agree to report the use of facilities placed or likely to be placed on EPA’s “List of Violating Facilities”, refrain from using violating facilities and report each violation to COLTS and COLTS will, in turn, report each violation as required resulting from any project implementation activity of a contractor or itself to FTA and appropriate U.S. EPA Regional Office as provided for in Section 308 of the Federal Water Pollution Control Act, as amended, 33 U.S.C. ¶ 7414, and other applicable provisions of the Clean Air Act, as amended, 42 U.S.C. ¶¶ 7401 et seq. The Contractor and its subcontractors agree to protect underground sources of drinking water in accordance with the provisions of the Safe Drinking Water Act of 1974, as amended, 42 U.S.C. ¶¶ 300f et seq.

18. RECYCLED PRODUCTS: To the extent practical and economically feasible, the

Contractor agrees to provide a competitive preference for product and services that conserve natural resources and protect the environment and are energy efficient as provided for in 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 40.

19. CARGO PREFERENCE: The Contractor and its subcontractors agree to comply with

U.S. Maritime Administration regulations, “ Cargo Preference –U.S.-Flag Vessels”, 46 C.F.R. Part 381, to the extent those regulations apply to this project: a) to use privately owned United States-Flag Commercial Vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to this contract to the extent such vessels are available at fair and reasonable rates for United States-Flag Commercial Vessels; and b) to furnish within twenty (20) working days following the date of loading for shipments originating within the United States or within thirty (30) working days following the date of loading for shipments originating outside the United States, a legible copy of a rated, “on-board” commercial ocean bill-of-lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington DC 20590- and to the COLTS.

20. FLY AMERICA: The Contractor understands and agrees that the Federal Government

will not participate in the costs of international air transportation of any persons involved in or property acquired for the Project unless that air transportation is provided by U.S. flag air carriers to the extent service by U.S.-flag air carriers is available, in accordance with the International Air Transportation Fair Competitive Practices Act of 1974, as amended, 49 U.S.C. ¶ 40118, and with U.S. GSA regulations, “Use of United States Flag Air Carriers,” 41 C.F.R. ¶¶ 301-10.131 through 301-10.143.

21. ENVIRONMENTAL PROTECTION: The Contractor and its subcontractors agree to comply with all applicable requirements of the National Environmental Policy Act of 1969, as amended, 42 U.S.C. �� 4321 et seq., Executive Order No. 11514, as amended, Protection and Enhancement of Environmental Quality, 42 U.S.C. �4321

note; FTA statutory requirements on environmental matters at 49 U.S.C. � 5324(b).;Council on Environmental Quality regulations on compliance with the National Environmental Policy Act of 1969, as amended, 40 C.F.R. Part 1500 et seq.; joint FHWA/FTA regulations, Environmental Impact and Related Procedures, 23 C.F.R. Part 771 and 49 C.F.R. Part 622; and when promulgated, FHWA/FTA joint regulations, “NEPA and Related Procedures for Transportation Decisionmaking, Protection of Public Parks, Wildlife and Waterfowl Refuges, and Historic Sites,” 23 C.F.R. Part 1420 and 49 C.F.R. Part 623.

A. Use of Public Lands: The Contractor and its subcontractors agree that it will not use any publicly owned land from a park, recreation area, or wildlife or waterfowl refuge of national, State, or local significance as determined by the Federal, State, or local officials having jurisdiction thereof, and will not use any land from a historic site of national, State, or local significance unless the Federal Government makes the findings required by 49 U.S.C. . ¶ 303.

B. Wild and Scenic Rivers: The Contractor and its subcontractors agree to comply with the Wild and Scenic Rivers Act of 1968, as amended, 16 U.S.C. ¶ ¶ 1271 et. seq. relating to protecting components of the national wild and scenic rivers system.

C. Coastal Zone Management: The Contractor and its subcontractors agree to assure consistency with the approved State management program developed under the Coastal Zone Management Act of 1972, as amended, 16 U.S.C. ¶ ¶ 1451 et. seq.

D. Wetlands: The Contractor and its subcontractors agree to comply with the protections for wetlands in accordance with Executive Order No. 11990, as amended, “Protection of Wetlands,” 42 U.S.C. ¶ 4321 note.

E. Floodplains: The Contractor and its subcontractors agree to comply with the flood hazards protections in floodplains in accordance with Executive Order No. 11988, as amended, “Floodplain Management” 42 U.S.C. ¶ 4321 note.

F. Endangered Species: The Contractor and its subcontractors agree to comply with the protections for endangered species of the Endangered Species Act of 1973, as amended, 16 U.S.C. ¶ ¶ 1531e1 et. seq.

G. Historical Preservation: The Contractor agrees to assist COLTS in complying with the Federal historic and archaeological preservation requirements of Section 106 of the National Historic Preservation Act, as amended, 16 U.S.C. ¶ 470f to avoid or mitigate adverse effects on those historic properties.

H. Mitigation Of Adverse Environmental Effects: Should the Project cause or result in adverse environmental effects, the Contractor agrees to assist COLTS in taking all reasonable measures to minimize those adverse effects as required by 49 U.S.C. ¶ 5324(b), and other applicable Federal laws and regulations, including joint FHWA/FTA regulations, “Environmental Impact and Related Procedures, “ 23 C.F.R. Part 771 and 49 C.F.R. Part 662. The Contractor and its subcontractors agree to comply with all environmental mitigation measures identified as commitments in applicable environmental documents (i.e., environmental assessments, environmental impact statements, memoranda of agreement, and documents required by 49 U.S.C. ¶ 303) and with any conditions imposed by the Federal Government in a finding of no significant impact or record of decision.

I. Environmental Justice: The Contractor and its subcontractors agree to comply with

the policies of Executive Order No. 12898, “Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations,” 42 U.S.C. ¶ 4321 note.

22. ENERGY CONSERVATION REQUIREMENTS: Contractor agrees to recognize and comply with the mandatory standards and policies relating to energy efficiency that are contained in the Pennsylvania State Energy Conservation Plan issued in compliance with the Energy Policy and Conservation Act 42 U.S.C. ¶� 6321 et seq.

23. METRIC SYSTEM: The Contractor, to the extent required by U.S. DOT or FTA, agrees to use the metric system of measurement in relation to this contract, pursuant to the Metric Conversion Act, as amended by the Omnibus Trade and Competitiveness Act, 15 U.S.C. ¶¶ 205a et seq.; Executive Order No. 12770, “Metric Usage in Federal Government Programs,” 15 U.S.C. ¶ 205a note; and other U.S. DOT or FTA regulations, guidelines or policies.

24. NOTICE OF FEDERAL PARTICIPATION: The Contractor agrees to specify the amount

of federal assistance in any subcontract having an aggregate value of $500,000 or more for goods and services, including construction services, and to express the amount of federal assistance as a percentage of the total cost of that subcontract.

25. LIQUIDATED DAMAGES: Liquidated Damages in the amount of one hundred dollars

($100.00) per calendar day will be assessed against the responsible Contractor for each day after the scheduled completion date the Project is not completed as specified in the contract documents. The Liquidated Damages shall be assessed because the Contractor’s failure to perform its specified scope of work will result in added costs or a loss of revenue to COLTS. The Contractor shall not be liable if performance failures arise out of causes beyond its control and without the fault or negligence of the Contractor.

26. PROHIBITED INTEREST: No member, officer, or employee of COLTS, during their

tenure or for one year thereafter, shall have any interest, direct or indirect, in this contract or the proceeds therefrom. COLTS's officers, employees or agents shall neither solicit nor accept gratuities, favors or anything of monetary value from contractors, potential contractors, or parties to sub-agreements.

27. INTEREST OF MEMBERS OR DELEGATES TO CONGRESS: No member or delegate

to the Congress of the United States shall be admitted to any share or part of this contract or receive any benefit arising therefrom.

28. INSURANCE: At a minimum, the Contractor shall comply with the insurance

requirements imposed by the Pennsylvania and Reading County governments or as otherwise required in the specifications for the project. In accordance with section 102(a) of the Flood Disaster Protection Act of 1973, 42 U.S.C. 4012(a), the contractor assures that , in the course of implementing the project, it will obtain appropriate insurance for any real estate acquired or construction undertaken within any special flood hazard area as identified by the Federal Insurance Administrator. It is understood that such insurance is available in the participating area through the U.S. Federal Emergency Management Agency's National Flood Insurance Program.

29. SEISMIC SAFETY: The Contractor and subcontractor(s) agree that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in U.S. DOT regulations at 49 C.F.R. Part 41, Executive Order No. 12699, “Seismic Safety of Federal and Federally-Assisted or Regulated New Building Construction,” 42 U.S.C. � 7704 note, pursuant to the Earthquake Hazards Reduction Act of 1977, as amended, 42 U.S.C. �� 7701 et seq., (specifically 49 C.F.R. � 41.117) and will certify compliance to the extent required by the regulation.

30. SEAT BELT USE. Pursuant to Executive Order No. 13043, April 16, 1997, 23 U.S.C. ¶

402, the Contractor and its subcontractors are encouraged to adopt on-the-job seat belt use policies and programs for its employees when operating company-owned, rented, or personally-operated vehicles.

31. ADA REQUIREMENTS: The Contractor agrees to comply with all applicable

requirements of the American with Disabilities Act of 1990 (ADA), 42 U.S.C. �� 12101 et seq.; Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. � 794; 49 U.S.C. app. � 5301(d); and the following regulations and any amendments thereto:

(A) U.S. DOT regulations, "Transportation Services for Individuals with Disabilities

(ADA)," 49 C.F.R. Part 37; (B) U.S. DOT regulation, "Nondiscrimination on the Basis of Handicap in Programs and

Activities receiving or Benefiting from Federal Financial Assistance," 49 C.F.R. Part 27;

(C) Joint U.S. Architectural and Transportation Barriers Compliance Board/U.S. DOT regulations, "Americans With Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 36 C.F.R. Part 1192 and 49 C.F.R. Part 38;

(D) U.S. Department of Justice (DOJ) regulations, "Nondiscrimination on the Basis of Disability in State and Local Government Service," 28 C.F.R. Part 35;

(E) DOJ regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities," 28 C.F.R. part 26;

(F) U.S. General Services Administration regulations, "Accommodations for the Physically Handicapped," 41 C.F.R. Subpart 101-19;

(G) U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the American with Disabilities Act," 29 C.F.R. Part 1630;

(H) U.S. Federal Communications Commission regulations, "Telecommunications Relay Services and Related Customer Premises Equipment for the Hearing and Speech Disabled," 47 C.F.R. Part 64, Subpart F;

(I) U.S. ATBCB regulations, “Electronic and Information Technology Accessibility Standards,”

36 C.F.R. Part 1194; and (J) FTA regulations, "Transportation for Elderly and Handicapped Persons," 49 C.F.R.

Part 609.

32. LABOR PROVISIONS - CONSTRUCTION CONTRACTS: Pursuant to Department of Labor regulations, the Contractor and its subcontractors shall comply with the following provisions for any construction contract of $2,000.00 or more:

MINIMUM WAGE:

1) All laborers and mechanics employed or working upon the site of 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 C.F.R. Part 3), the full amount of wages and bonafide fringe benefits (or cash equivalents thereof) due at the 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 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 29 C.F.R. � 5.5(a)(1)(iv); also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs that 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 at 29 C.F.R. � 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 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.

2) 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 benefits as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof.

3) 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.

4) a. The contracting officer shall require that any class of laborers or mechanics that is not listed in the wage determination and that 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. 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, U.S. Department of Labor, Washington D.C. 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 the 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 29 C.F.R. � 5.5(a)(1)(v)(B) or 29 C.F.R. �5.5 (a)(1)(v)(C) 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.

e. WITHHOLDING: The Federal Transit Administration (FTA) 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 agreement or any other Federal contract with the same recipient 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 FTA assisted project), all or part of the wages required by the contract, FTA 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.

B) PAYROLLS AND BASIC RECORDS: 1) 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 1947, 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 C.F.R. � 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 1(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 costs 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 wage rates prescribed in the applicable programs.

2) a. The Contractor shall submit weekly for each week in which any contract work was performed a copy of all payrolls to FTA if FTA is a party to the contract; but if FTA is not such a party, the Contractor will submit the payrolls to COLTS for transmission to FTA. The payrolls submitted shall set out accurately and completely all of the information required to be maintained under 29 C.F.R. � 5.5 (a)(3)(i). 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 No. 029-005-00014-1), U.S. Government Printing Office, Washington D.C. 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: 4. That the payroll for the payroll period contains the information required to

be maintained under 29 C.F.R.� 5.5 (a)(3)(i) and that such information is correct and complete.

5. 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 at 29 C.F.R. Part 3.

6. 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. a. 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 29 C.F.R. �5.5 (a)(3)(ii)(B).

b. The falsification of any of the above certifications may subject the Contractor or subcontractor to civil or criminal prosecution under 18 U.S.C.�1001 and 31 U.S.C.�231.

3) The Contractor or subcontractor shall make the records required under 29 C.F.R.� 5.5 (a)(3)(i) available for inspection, copying or transcription by

authorized representatives of FTA 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 make them available, FTA may, after written notice to the Contractor, 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 make such records available may be grounds for debarment actions pursuant to 29 C.F.R. �5.12.

C) APPRENTICES AND TRAINEES: 1) 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 of is 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 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 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 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 journeyman's hourly rate specified in accordance with the provisions of the apprenticeship program. 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, fringe benefits 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.

2) TRAINEES. Except as provided in 29 C.F.R. �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 that 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 classification of 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.

3) EQUAL EMPLOYMENT OPPORTUNITY. The utilization of apprentices, trainees and journeymen under 29 C.F.R. Part 5 shall be in conformity with the Equal Employment Opportunity requirements of Executive Order No. 11246, as amended and 29 C.F.R. Part 30.

D) COMPLIANCE WITH COPELAND ACT REQUIREMENTS: The Contractor shall comply with the requirements of 29 C.F.R. Part 3, which are incorporated herein by reference.

E) 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 FTA may by 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 compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5.

F) CONTRACT TERMINATION; DEBARMENT: A breach of the contract clauses in 29 C.F.R. �5.5 may be grounds for termination of the contract and for debarment as a contractor and a subcontractor as provided in 29 C.F.R. �5.12

G) COMPLIANCE WITH DAVIS-BACON AND RELATED ACT REQUIREMENTS: All rulings and interpretations of the Davis-Bacon and related acts contained in 29 C.F.R. Parts 1,3, and 5 are incorporated herein by reference.

H) 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 C.F.R. 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.

I) CERTIFICATION OF ELIGIBILITY: By entering into this agreement or a third party contract financed under this

agreement, the Contractor certifies that neither it (nor he nor she) nor any person or firm that 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 C.F.R. �5.12 (a)(1). 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 C.F.R. �5.12 (a)(1). 3) The penalty for making false statements is prescribed in the U.S. Criminal Code,

19 U.S.C �1001 J) 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 work week in which he or she is employed on such work to work in excess of forty hours in such work week 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 work week.

K) VIOLATION; LIABILITY FOR UNPAID WAGES; LIQUIDATED DAMAGES: In the event of any violation of the requirements of 29 C.F.R. �5.5 (b)(1), the Contractor and any Subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such district or to such territory) 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 29 C.F.R. �5.5 (b)(1) in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard work week of forty hours without payment of the overtime wages required by 29 C.F.R. �5.5 (b)(1).

L) WITHHOLDING FOR UNPAID WAGES AND LIQUIDATED DAMAGES: FTA or the recipient 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 at 29 C.F.R. �5.5 (b)(2).

M) SUBCONTRACTS: The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in Paragraphs J), K) and L) above 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 this section.

33. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT: The Contractor and its

subcontractors agree to comply with Section 107 of the Contract Work Hours and Safety Standards Act, 40 U.S.C. section 333, and applicable DOL regulations, �Safety and Health Regulations for Construction�, 29 C.F.R. Part 1926. Among other things, the Contractor agrees that it will not require any laborer or mechanic to work in unsanitary, hazardous, or dangerous surroundings or working conditions. The Contractor also agrees to include the requirements of this section in each subcontract. The term �subcontract� under this section is considered to refer to a person who agrees to

perform any part of the labor or material requirements of a contract for construction, alteration or repair.

34. NEUTRALITY IN LABOR RELATIONS: To the extent permitted by law, the Contractor and its subcontractors agrees to comply with Executive Order No. 13202, “Preservation of Open Competition and Government Neutrality Towards Government Contractors’ Labor Relations on Federal and Federally Funded Construction Projects,” Executive Order No. 13202, as amended by Executive Order 13208, 41 U.S.C. 251 note which, among other things, prohibits requirements for affiliation with a labor organization as a condition of award of any third party contracts or subcontract for construction or construction management services.

35. CONSTRUCTION REPORTS: The Contractor agrees to provide progress reports and such other information to COLTS as the FTA or the Commonwealth of Pennsylvania may require COLTS to provide.

36. YEAR 2000 COMPLIANCE: In addition to the warranties specified herein, the Contractor warrants that any equipment, internal or external component, device, or software product (s) supplied under this purchase that process any date-time data will continue to accurately process the date-time from, into, and between the years 1999 and 2000 and beyond, including leap year calculations. Where this procurement requires that other product(s) purchased under this procurement must perform as a package or system, the product(s) will be Year 2000 Compliant as a system. In the event of any breach of this warranty, the Contractor shall restore the product(s) to the same level of performance as stated herein, or repair or replace the product(s) with conforming product(s) so as to minimize interruption to the Authority’s ongoing business process, time being of the essence, at Contractor’s sole cost and expense. The Contractor shall not be responsible to correct errors in the Authority’s data entry or data conversions.

For “Third Party Product(s)” - product(s) manufactured or developed by a corporate entity independent from Contractor and provided by Contractor on a non-exclusive licensing or other distribution agreement with the third party manufacturer, the Contractor has obtained a warranty of Year 2000 Compliance from the Third Party Manufacturer and shall pass through said Third Party Manufacturer’s warranty of Year 2000 Compliance to the Authority.

37. SUBCONTRACTOR PROMPT PAYMENT CLAUSE: – Sub-contractors shall be paid within 30 days of receipt of payment from grantee to contractor.

COMMONWEALTH OF PENNSYLVANIA SPECIFIC CONTRACT REQUIREMENTS:

38. NON-COLLUSION STATEMENT: The Antibid-Rigging Act of 1983, 73 P.S. ¶ 1611 et seq., makes it a crime for two or more persons, by concerted activity, to influence the results of a competitive bidding process. A Non-Collusion Statement (Certificate 2) is included in each bid/proposal package and is required to be submitted by each bidder/proposer.

39. COMMONWEALTH NON-DISCRIMINATION CLAUSE: Each bidder/proposer is requested to certify its compliance with the Commonwealth of Pennsylvania’s Non-Discrimination Clause (see Certificate #3).

40. STEEL PRODUCTS PROCUREMENT ACT OF 1978: All steel and cast iron products used or supplied in the performance of this Contract shall be products produced from steel made in the United States in conformity with the Commonwealth of Pennsylvania’s Steel Products Procurement Act of 1978 (Act No. 3 of 1978, P.L. 6 [73 P.S. ¶ 1881 et seq.]) and in full conformity with the Buy America provisions of 49 U.S.C. ¶ 5323(j) and the applicable regulations in 49 CFR Part 661 unless the Bidder specifically sets forth any exceptions on its Bid Form.

Name of Individual, Partnership or Corporation: _____________________________________________________________ Address: _____________________________________________________________ Name of Authorized Person: Signature: ______________________________ ____________________________ Title of Authorized Person: Date: ______________________________ ____________________________

ATTACHMENT E CERTIFICATION OF LOWER-TIER PARTICIPANTS REGARDING DEBARMENT,

SUSPENSION, AND OTHER INELIGIBILITY AND VOLUNTARY EXCLUSION

The Lower Tier Participant (potential sub-recipient under an FTA project, potential third party contractor, or potential subcontractor under a major third party contract),

(Name of Firm)______________________________________________________ certifies, by submission of this proposal, that neither it nor its “principals” as defined at 49 CFR, Part 29105(p), are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (If the Lower Tier Participant (potential sub-recipient under an FTA project, potential third party contractor, or potential subcontractor under a major third party contract), (Name of Firm)_______________________________________________________ is unable to certify to any of the statements in this certification, such participant shall attach an explanation to this proposal.) THE LOWER-TIER PARTICIPANT (potential sub-recipient under an FTA project, potential third party contractor, or potential subcontractor under a major third party contract), (Name of Firm)______________________________________________________ CERTIFIES OR AFFIRMS THE TRUTHFULNESS AND ACCURACY OF THE CONTENTS OF THE STATEMENTS SUBMITTED ON OR WITH THIS CERTIFICATION AND UNDERSTANDS THAT THE PROVISIONS OF 31 USC SECTIONS 3801 ET SEQ. ARE APPLICABLE THERETO. Signature and Title of Authorized Official:_________________________________ The undersigned chief legal counsel for the (Name of Firm)_______________________________________________________ hereby certifies that the (Name of Firm)_______________________________________________________ has authority under State and Local law to comply with the subject assurances and that the certification above has been legally made. Signature of Applicant’s Attorney:________________________________________ Date__________________________ (FAILURE TO COMPLETE THIS FORM AND SUBMIT WITH YOUR BID WILL RENDER THE BID NON-RESPONSIVE)

ATTACHMENT F

CERTIFICATION OF PROPOSER REGARDING DEBARMENT, SUSPENSION AND OTHER

RESPONSIBILITY MATTERS (for Proposals totaling over $25,000)

Request for Proposal No. ____ (Proposer) certifies to the best of its knowledge and belief, that it and its principals:

1. Are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency;

2. Have not within a three year period preceding this bid been convicted of or

had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements or receiving stolen property;

3. Are not presently indicted for or otherwise criminally or civilly charged by a

governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (2) of this certification; and

4. Have not within a three year period preceding this bid had one or more public

transactions (Federal, State or local) terminated for cause or default. If the Proposer is unable to certify to any of the statements in this certification, the Proposer shall attach an explanation to this certification. (Proposer) CERTIFIES OR AFFIRMS THE TRUTHFULNESS AND ACCURACY OF THE CONTENTS OF THE STATEMENTS SUBMITTED ON OR WITH THIS CERTIFICATION AND UNDERSTANDS THAT THE PROVISIONS OF 31 U.S.C. SECTIONS 3801 ET. SEQ. ARE APPLICABLE THERETO. _________________________________ Signature of Authorized Official

_________________________________ Typed Name of Authorized Official

_________________________________ Typed Title of Authorized Official

_________________________________ Date

ATTACHMENT G

CERTIFICATION REGARDING LOBBYING Request for Proposal No. ___

I, _________________________________________________, hereby certify (Name and Title of Authorized Official) on behalf of ____________________________________________________ that: (Proposer) (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of

the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

(2) If any funds other than Federal appropriated funds have been paid or will be paid

to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying", in accordance with its instructions.

(3) 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 Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. ___________________________________ Signature of Authorized Official ___________________________________ Date

ATTACHMENT H

DISCLOSURE OF LOBBYING ACTIVITIES Approved by OMB 0348-0046

Complete this form to disclose lobbying activities pursuant to 31 U.S.C. 1352 (See reverse for public burden disclosure.)

1. Type of Federal Action:

a. contract b. grant c. cooperative agreement d. loan e. loan guarantee f. loan insurance

2. Status of Federal Action:

a. bid/offer/application b. initial award c. post-award

3. Report Type:

a. initial filing

b. material change For Material Change Only: year ________ quarter ________ date of last report ____________

4. Name and Address of Reporting Entity:

Prime Subawardee Tier ____, if known:

Congressional District, if known:

5. If Reporting Entity in No. 4 is Subawardee, Enter Name and Address of Prime:

Congressional District, if known:

6. Federal Department/Agency: 7. Federal Program Name/Description:

CFDA Number, if applicable: ____________

8. Federal Action Number, if known: 9. Award Amount, if known:

$

10. a. Name and Address of Lobbying Entity b. Individuals Performing Services (including address (if individual, last name, first name, MI): if different from No. 10a) (last name, first name, MI):

(attach Continuation Sheet(s) SF-LLL-A, if necessary)

11. Amount of Payment (check all that apply):

$ _______________________ actual planned

13. Type of Payment (check all that apply):

a. retainer

b. one-time fee

c. commission

d. contingent fee

e. deferred

f. other; specify: ________________________

12. Form of Payment (check all that apply):

a. cash

b. in-kind; specify: nature _______________________ value _______________________

14. Brief Description of Services Performed or to be Performed and Date(s) of Service, including officer(s), employee(s), or Member(s) contacted, for Payment Indicated in Item 11:

(attach Continuation Sheet(s) SF-LLL-A, if necessary)

15. Continuation Sheet(s) SF-LLL-A attached: Yes No

16. Information requested through this form is authorized by title 31 U.S.C. section 1352. This

disclosure of lobbying activities is a material representation of fact upon which reliance was

placed by the tier above when this transaction was made or entered into. This disclosure is

required pursuant to 31 U.S.C. 1352. This information will be reported to the Congress semi-

annually and will be available for public inspection. Any person who fails to file the required

disclosure shall be subject to a civil penalty of not less than $10,000 and not more than

$100,000 for each failure.

Signature: _______________________________________________ Print Name: ________________________________________________ Title: ________________________________________________ Telephone No.: __________________ Date: _________

INSTRUCTIONS FOR COMPLETION OF SF-LLL, DISCLOSURE OF LOBBYING ACTIVITIES

This disclosure form shall be completed by the reporting entity, whether subawardee or prime Federal recipient, at the initiation or receipt of a covered Federal action, or a material change to a previous filing, pursuant to title 31 U.S.C. section 1352. The filing of a form is required for each payment or agreement to make payment to any lobbying entity for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with a covered Federal action. Use the SF-LLL-A Continuation Sheet for additional information if the space on the form is inadequate. Complete all items that apply for both the initial filing and material change report. Refer to the implementing guidance published by the Office of Management and Budget for additional information. 1. Identify the type of covered Federal action for which lobbying activity is and/or has been secured to influence the outcome of a

covered Federal action.

2. Identify the status of the covered Federal action.

3. Identify the appropriate classification of this report. If this is a follow-up report caused by a material change to the information previously reported, enter the year and quarter in which the change occurred. Enter the date of the last previously submitted report by this reporting entity for this covered Federal action.

4. Enter the full name, address, city, state and zip code of the reporting entity. Include Congressional District, if known. Check the appropriate classification of the reporting entity that designates if it is, or expects to be, a prime or a subaward recipient. Identify the tier of the subawardee, e.g., the first subawardee of the prime is the 1st tier. Subawards include but are not limited to subcontracts, subgrants and contract awards under grants.

5. If the organization filing the report in item 4 checks "Subawardee", then enter the full name, address, city, state and zip code of the prime Federal recipient. Include Congressional District, if known.

6. Enter the name of the Federal agency making the award or loan commitment. Include at least one organizational level below agency name, if known. For example, Department of Transportation, United States Coast Guard.

7. Enter the Federal program name or description for the covered Federal action (item 1). If known, enter the full Catalog of Federal Domestic Assistance (CFDA) number for grants, cooperative agreements, loans, and loan commitments.

8. Enter the most appropriate Federal identifying number available for the Federal action identified in item 1 (e.g., Request for Proposal (RFP) number; Invitation for Bid (IFB) number; grant announcement number; the contract, grant, or loan award number; the application/proposal control number assigned by the Federal agency). Include prefixes, e.g., "RFP-DE-90-001."

9. For a covered Federal action where there has been an award or loan commitment by the Federal agency, enter the Federal amount of the award/loan commitment for the prime entity identified in item 4 or 5.

10. (a) Enter the full name, address, city, state and zip code of the lobbying entity engaged by the reporting entity identified in item 4 to influence the covered Federal action.

(b) Enter the full names of the individual(s) performing services, and include full address if different from 10 (a). Enter Last Name, First Name, and Middle Initial (MI).

11. Enter the amount of compensation paid or reasonably expected to be paid by the reporting entity (item 4) to the lobbying entity (item 10). Indicate whether the payment has been made (actual) or will be made (planned). Check all boxes that apply. If this is a material change report, enter the cumulative amount of payment made or planned to be made.

12. Check the appropriate box(es). Check all boxes that apply. If payment is made through an in-kind contribution, specify the nature and value of the in-kind payment.

13. Check the appropriate box(es). Check all boxes that apply. If other, specify nature.

14. Provide a specific and detailed description of the services that the lobbyist has performed, or will be expected to perform, and the date(s) of any services rendered. Include all preparatory and related activity, not just time spent in actual contact with Federal officials. Identify the Federal official(s) or employee(s) contacted or the officer(s), employee(s), or Member(s) of Congress that were contacted.

15. Check whether or not a SF-LLL-A Continuation Sheet(s) is attached.

16. The certifying individual shall sign and date the form, print his/her name, title, and telephone number.

Public reporting burden for this collection of information is estimated to average 30 minutes per response, including time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Send comments regarding the burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to the Office of Management and Budget, Paperwork Reduction Project (0348-0046), Washington, D.C. 20503.

DISCLOSURE OF LOBBYING ACTIVITIES (CONTINUATION SHEET)

D. Reporting Entity: _______________________________________________ Page _________ of _________

Authorized for Local Reproduction Standard Form - LLL-A

ATTACHMENT I

Access to Records 49 U.S.C. 5325

18 CFR 18.36 (i) 49 CFR 633.17

1. Where the Purchaser is not a State but a local government and is the FTA Recipient or a sub grantee of the FTA Recipient in accordance with 49 C. F. R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C. F. R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311.

2. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

3. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11).

4. FTA does not require the inclusion of these requirements in subcontracts. ___________________________________ Authorized Official of Firm __________________________________ Title of Authorized Official ___________________________ Date

ATTACHMENT J

INTEGRITY CERTIFICATION

CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS

(1) The prospective lower tier participant certifies, by submission of this bid or proposal, that neither it nor its "principals" [as defined at 49 C.F.R.' 29.105(p)] is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. (2) When the prospective lower tier participant is unable to certify to the statements in this certification, such prospective participant shall attach an explanation to this proposal. (If the lower tier covered participant (applicant for an FTA grant, or cooperative agreement, or potential third party contractor) is unable to certify to any of the statements in this certification, the participant shall attach an explanation to this certification.) THE LOWER TIER COVERED PARTICIPANT (APPLICANT FOR AN FTA GRANT OR CO- OPERATIVE AGREEMENT, OR POTENTIAL CONTRACTOR FOR A MAJOR THIRD PARTY CONTRACT),________________, CERTIFIES OR AFFIRMS THE TRUTHFULNESS AND ACCURACY OF THE CONTENTS OF THE STATEMENTS SUBMITTED ON OR WITH THIS CERTIFICATION AND UNDERSTANDS THAT THE PROVISIONS OF 31 U.S.C. SECTIONS 3801 ET SEQ. ARE APPLICABLE THERETO. Signature & Title of Authorized Official The undersigned chief legal counsel for the________________(Contractor) hereby certifies that the_____________________(Contractor) has authority under State and Local law to comply with the subject assurances and that the certification above has been legally made. Signature of Contractor's Attorney Date (Applies to Contractor/Subcontractors with contracts in excess of $25,000) (Failure to complete this form and to submit it with your bid will render the bid non-responsive).

ATTACHMENT K

COMMONWEALTH OF PENNSYLVANIA NON-DISCRIMINATION CLAUSE

1. Contractor shall not discriminate, against any employee, applicant for employment, independent contractor or any other person because of race, color, religious creed, national origin, age or sex. Contractor shall take affirmative action to ensure that applicants are employed, and that employees or agents are treated during employment, without regard to their race, color, religious creed, ancestry, national origin, age or sex. Such affirmative action shall include, but is not 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. Contractor shall post in conspicuous places, available to employees, agents, applicants for employment and other persons, a notice to be provided by the contracting agency setting forth the provisions of this non-discrimination clause. 2. Contractor shall in advertisements or requests for employment placed by it or on its behalf state that all qualified applicants will receive consideration for employment without regard to race, color, religious creed, ancestry, national origin, age or sex. 3. Contractor shall send each labor union or workers' representative with which it has a collective bargaining agreement(s) or other contract or understanding, a notice advising said labor union or workers' representative of its commitment to this non-discrimination clause. Similar notice shall be sent to every other source of recruitment regularly utilized by Contractor. 4. It shall be no defense to a finding of noncompliance with the Contract Compliance Regulations issued by the Pennsylvania Human Relations Commission or this non-discrimination clause that the Contractor has delegated some of its employment practices to any union, training program or other source of recruitment which prevents it from meeting its obligations. However, if the evidence indicates that the Contractor was not on notice of the third-party discrimination or made a good faith effort to correct it, such factor shall be considered in mitigation in determining appropriate sanctions. 5. Where the practices of a union or any training program or other source of recruitment will result in the exclusion of minority group persons, so that the Contractor will be unable to meet its obligations under the Contractor Compliance Regulations issued by the Pennsylvania Human Relations Commission, or this non-discrimination clause. The Contractor shall then employ and fill vacancies through other non-discriminatory employment procedures. 6. The Contractor shall comply with the Contract Compliance Regulations of the Pennsylvania Human Relations Commission, 16 PA Code Chapter 49 and will all laws prohibiting discrimination in hiring or employment opportunities. In the event of Contractor's non-compliance with the non-discrimination clause of this contract or with any such laws, this contract may, after hearing and adjudication, be terminated or suspended, in whole or in part, and the Contractor may be declared temporarily ineligible for further Commonwealth contracts, and such other sanctions may be imposed and remedies invoked as provided by the Contract Compliance Regulations. 7. The Contractor shall furnish all necessary employment documents and records to, and permit access to its books, records and accounts by, the contracting agency and the Human Relations Commission, for purposes of investigation to ascertain compliance with the provisions of the Contractor Compliance Regulations, pursuant to PA Code Chapter 49.35 of these regulations. If the Contractor does not possess documents or records reflecting the necessary information requested, it shall furnish such information on reporting forms supplied by the contracting agency or the Commission.

8. The Contractor shall actively recruit minority Subcontractors or Subcontractors with substantial minority representation among their employees. 9. The Contractor shall include the provisions of this non-discrimination clause in every subcontract, so that such provisions will be binding upon each Subcontractor. 10.The terms used in this non-discrimination clause shall have the same meaning as in the Contract Compliance Regulations issued by the Pennsylvania Human Relations Commission, 16 PA Code Chapter 49. 11. Contractor obligations under this clause are limited to the Contractor's facilities within Pennsylvania or where the contract is for purchase of goods manufactured outside of Pennsylvania, the facilities at which such goods are actually produced. Wherever herein above the word Contractor is used it shall also include the word Engineer, consultant, Researcher, or other Contracting Party as may be appropriate. ________________________________________________________ Name of Individual, Partnership, or Corporation ________________________________________________________ Address ___________________________ _______________________ Authorized Person Signature ___________________________ _______________________ Title Date

ATTACHMENT L

No Federal Government Obligations to Third-parties

(1) 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.

(2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. ___________________________________ Authorized Official of Firm ___________________________________ Date ___________________________________ Title of Authorized Official

ATTACHMENT M

Program Fraud and False or Fraudulent Statements and Related Acts 31 U.S.C. 3801 et seq.

49 CFR Part 31 18 U.S.C. 1001 49 U.S.C. 5307

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

(2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate.

(3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. ___________________________________ Authorized Official of Firm ___________________________________ Date ___________________________________ Title of Authorized Official

ATTACHMENT N

BUY AMERICA REQUIREMENTS

49 U.S.C. 5323(j) 49 CFR Part 661

The contractor agrees to comply with 49 U.S.C. 5323(j) 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. 5323(j)(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 or offeror must submit to the FTA recipient the appropriate Buy America certification (below) 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.

Sign applicable certification below – sign only one

Certificate of Compliance with 49 U.S.C. 5323(j)(1)

The bidder or offeror hereby certifies that it will meet the requirements of 49 U.S.C. 5323(j)(1) and the applicable regulations in 49 CFR Part 661.5.

Date ____________________________________________________________

Signature______________________________________________________

Company Name_______________________________________________________

Title _____________________________________________________________

Certificate of Non-Compliance with 49 U.S.C. 5323(j)(1)

The bidder or offeror hereby certifies that it cannot comply with the requirements of 49 U.S.C. 5323(j)(1) and 49 C.F.R. 661.5, but it may qualify for an exception pursuant to 49 U.S.C. 5323(j)(2)(A), 5323(j)(2)(B), or 5323(j)(2)(D), and 49 C.F.R. 661.7.

Date _________________________________________________________________

Signature ___________________________________________________________

Company Name_________________________________________________________

Title _______________________________________________________________

ATTACHMENT O

Federal Changes

49 CFR Part 18

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. ___________________________________ Authorized Official of Firm ___________________________________ Date ___________________________________ Title of Authorized Official

ATTACHMENT P

Civil Rights (EEO, Title VI & ADA)

29 U.S.C. § 623, 42 U.S.C. § 2000 42 U.S.C. § 6102, 42 U.S.C. § 12112 42 U.S.C. § 12132, 49 U.S.C. § 5332

29 CFR Part 1630, 41 CFR Parts 60 et seq.

The following requirements apply to the underlying contract:

(1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue.

(2) 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.

(3) 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.

___________________________________ Authorized Official of Firm ___________________________________ ___________________________________ Title of Authorized Official Date

ATTACHMENT Q

Disadvantaged Business Enterprises (DBEs) 49 CFR Part 26

a. 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 (DBE) is 10%. The agency’s overall goal for DBE participation is 4.2 %. A separate contract goal of 4.2 % DBE participation has been established for this procurement. b. The contractor 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 this DOT-assisted contract. 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 County of Lackawanna Transit System deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph (see 49 CFR 26.13(b)). c. Bidders/offerors 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 an initial proposal:

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/offeror’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][Offerors] must present the information required above as a matter of responsiveness with initial proposals (see 49 CFR 26.53(3)). d. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor’s receipt of payment for that work from the County of Lackawanna Transit System. In addition, the contractor is required to return any retainage payments to those subcontractors within 30 days after the subcontractor's work related to this contract is satisfactorily completed. e. The contractor must promptly notify County of Lackawanna Transit System, whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of County of Lackawanna Transit System. ___________________________________ Authorized Official of Firm ___________________________________ Date ___________________________________ Title of Authorized Official

ATTACHMENT R

Incorporation of FTA Terms FTA Circular 4220.1E

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 4220.1E 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 County of Lackawanna Transit System requests which would cause the County of Lackawanna Transit System to be in violation of the FTA terms and conditions. ___________________________________ Authorized Official of Firm ___________________________________ Date ___________________________________ Title of Authorized Official

ATTACHMENT S

Suspension and Debarment 49 CFR Part 29

Executive Order 12549

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 the County of Lackawanna Transit System. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the County of Lackawanna Transit System, 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. ___________________________________ Authorized Official of Firm ___________________________________ Date ___________________________________ Title of Authorized Official

ATTACHMENT T

Lobbying 31 U.S.C. 1352 49 CFR Part 19 49 CFR Part 20

The undersigned 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.]

The undersigned certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any.

___________________________________ Authorized Official of Firm ___________________________________ Date ___________________________________ Title of Authorized Official

ATTACHMENT U

Clean Air

42 U.S.C. 7401 et seq 40 CFR 15.61

49 CFR Part 18

(1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq . The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office.

(2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA.

___________________________________ Authorized Official of Firm ___________________________________ Date ___________________________________ Title of Authorized Official

ATTACHMENT V

Clean Water

33 U.S.C. 1251

(1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq . The Contractor agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office.

(2) The Contractor also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA.

___________________________________ Authorized Official of Firm ___________________________________ Date ___________________________________ Title of Authorized Official

ATTACHMENT W

Energy Conservation 42 U.S.C. 6321 et seq.

49 CFR Part 18

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.

___________________________________ Authorized Official of Firm ___________________________________ Date ___________________________________ Title of Authorized Official

ATTACHMENT X

NON-COLLUSION AFFIDAVIT

INSTRUCTIONS FOR NON-COLLUSION AFFIDAVIT 1. This Non-Collusion Affidavit is material to any contract awarded pursuant to this Bid. According to

the Pennsylvania Anti- bid-Rigging Act, 73 P.S. 1611 et sec., governmental agencies may require Non-Collusion Affidavits to be submitted together with bids.

2. This Non-Collusion Affidavit must be executed by the member, officer or employee of the bidder who

makes the final decision on prices and the amount quoted in the bid. 3. Bid rigging and other efforts to restrain competition, and the making of false SWORN statement in

connection with the submission of bids are unlawful and may be subject to criminal prosecution. The person who signs the Affidavit should examine it carefully before signing and assure himself or herself that each statement is true and accurate, making diligent inquiry, as necessary, of all other persons employed by or associated with the bidder with responsibilities for the associated approval or submission of the bid.

4. In the case of a bid submitted by a joint venture, each party to the venture must be identified in the

Bid Documents, and an Affidavit must be submitted separately on behalf of each party.

5. The term "Complementary Bid" as used in the Affidavit has the meaning commonly associated with that term in the bidding process, and includes the knowing submission of bids higher than the bid of another firm, any intentionally high or non-competitive bid, and any other form of bid submitted for the purpose of giving a false appearance of competition.

6. Failure to file an Affidavit in compliance with these instructions may result in disqualification of the

bid.

NON-COLLUSION AFFIDAVIT

FOR BID FOR __________________________________________ (name of project or item being bid upon)

State of __________________________________ County of __________________________________ I state that I am ________________________ of ________________________ (Title) (Name of my Firm) and that I am authorized to make this affidavit on behalf of my firm, and its Owners, Directors, and Officers. I am the person responsible in my firm for price(s) and the amount of this bid.

I state that: 1. The price(s) and amount of this Bid have been arrived at independently and without

consultation, communication or agreement with any other contractor, bidder or potential bidder.

2. Neither the price(s) nor the amount of this bid, and neither the approximate price(s)

nor approximate amount of this bid, have been disclosed to any other firm or person who is a bidder or potential bidder, and they will not be disclosed before bid opening.

3. No attempt has been made or will be made to induce any firm or person to refrain

from bidding on this contract, or to submit a bid higher than this bid, or to submit any intentionally high or non-competitive bid or other form of competitive bid.

4. The bid of my firm is made in good faith and not pursuant to any agreement or

discussion with, or inducement from, any firm of person to submit a complementary or other non-competitive bid.

5. ________________________________________________, its affiliates, (Name of my firm)

subsidiaries, officers, directors, and employees are not currently under investigation by any governmental agency and have not in the last four years been convicted or found liable for any act prohibited by State or Federal Law in any jurisdiction, involving conspiracy or collusion with respect to bidding on any public contract, except as follows:

I state that _________________________________________ understands and

(Name of my firm) acknowledges that the above representations are material and important, and will be relied on by ______________________________________ in awarding the contract(s) for which this bid

(Name of my firm) is submitted. I understand and my firm understands that any misstatement in this affidavit is and shall be treated as fraudulent concealment from ______________________________________

(Name of public entity) of the true facts relating to the submission of bids for this contract.

_______________________________________ __________________________________ (Name) (Company Position) SWORN TO AND SUBSCRIBED BEFORE ME THIS ______ DAY OF________________________, 20______.

______________________________________ _______________________

Notary Public My Commission Expires

ATTACHMENT Y

County of Lackawanna Transit System’s Protest Procedure

If a bidder/proposer perceives that a segment of the specifications is either too restrictive for

competition or if the bidder/proposer perceives any improprieties in the solicitation or

specifications, a written protest must be filed with the COLTS Executive Director at least five (5)

business days prior to bid opening or the due date for proposals. Any protests concerning the

award of a contract after the bid opening, or after a public announcement by COLTS of a

contractor selection decision, or after an evaluation of proposals submitted under an RFP, must

be made within five (5) days after the bid opening, or public announcement in the case of an

RFP, in order to permit COLTS the opportunity to resolve the issue prior to contract award.

Contents of Protest to COLTS

A bidder or proposer filing a protest with COLTS must submit the protest in writing, via certified

United States mail with a return receipt request, to County of Lackawanna Transit System

(COLTS) c/o Executive Director, 800 North South Road, Scranton, PA 18504. The protest must

include:

1. The name and address of the bidder;

2. Project number and the number of the solicitation;

3. A detailed and factual statement of the grounds for protest and any supporting

documentation. The documentation submitted to COLTS must be fully supported to the

extent possible;

4. The desired relief, action or ruling from COLTS.

Following an adverse decision by the Executive Director, the bidder or proposer may file a protest

with FTA Regional Office III for resolution.

FTA Review of Protest: A protester must exhaust all administrative remedies with COLTS before

pursuing a protest with FTA. Review of a protest by FTA will be limited to:

(1) COLTS’ failure to have or follow its protest procedures, or its failure to review a complaint

or protest; or

(2) Violations of Federal law or regulation.

Following any adverse decision by the Executive Director, the bidder may file a protest if there

has been a violation in connection with 1 and 2 above. An appeal to FTA must be received by

the U. S. Department of Transportation, Federal Transit Administration (“FTA”), Region III, 1760

Market Street, Suite 500, Philadelphia, PA 19103, within five (5) working days of the date the

protester learned or should have learned of an adverse decision by the Executive Director or

other basis of appeal to FTA.

Contents of Protest to FTA

A bidder filing a protest with FTA must submit the protest in writing, via certified United States

mail with a return receipt request, to the U. S. Department of Transportation, Federal Transit

Administration (“FTA”), Region III, 1760 Market Street, Suite 500, Philadelphia, PA 19103. The

protest must include:

1. The name and address of the bidder;

2. Identification of the grantee (COLTS), project number and the number of the solicitation;

3. A detailed and factual statement of the grounds for protest and any supporting

documentation. The documentation submitted to FTA must be fully supported to the extent

possible;

4. A copy of the protest filed with COLTS, and a copy of the COLTS decision, if any; and

5. The desired relief, action or ruling from FTA.

FTA will not consider any data that was not submitted to COLTS. If new data becomes available

after the exhaustion of administrative remedies with COLTS, that data should be submitted to

COLTS with a request for reconsideration. If the request is denied or if the protestor’s

administrative remedies with COLTS are again exhausted, the protestor may then submit the

new data to FTA.

No formal briefs or other technical forms of pleading or motion are required, but a protest and

other submission should be concise, logically arranged, and clear.

Bid protests must be filed with FTA no later than five (5) days after the exhaustion of

administrative remedies with COLTS is known or should have been known, whichever is earlier.

___________________________________ Authorized Official of Firm ___________________________________ Date

___________________________________ Title of Authorized Official

ATTACHMENT Z

PROPOSER/SUBCONTRACTOR DATA FORM

Request for Proposal No. ___ Pursuant to 49 C.F.R. §26.11(c), the following information is being provided by the Proposer for itself and all subcontractors it proposes to use to perform the Contract Services: ------------------------------------------------------------------------------------------------------------------- Proposer Name: __________________________________________________ Address: __________________________________________________ __________________________________________________ Phone Number: __________________________________________________ DBE Status: PAUCP Certified Yes (_____) No (_____) Year Business Entity was established: __________ Annual Gross Receipts of the Business Entity: _________________ -------------------------------------------------------------------------------------------------------------------- Subcontractor Name: _______________________________________________ Address: _______________________________________________ _______________________________________________ Phone Number: _______________________________________________ DBE Status: PAUCP Certified Yes (_____) No (_____) Year Business Entity was established: __________ Annual Gross Receipts of the Business Entity: _________________ ------------------------------------------------------------------------------------------------------------------ Subcontractor Name: _______________________________________________ Address: _______________________________________________ _______________________________________________ Phone Number: _______________________________________________ DBE Status: PAUCP Certified Yes (_____) No (_____) Year Business Entity was established: __________ Annual Gross Receipts of the Business Entity: _________________ ------------------------------------------------------------------------------------------------------------------

PROPOSER/SUBCONTRACTOR DATA FORM (continued)

Request for Proposal No. ___

(Add additional pages as necessary)

------------------------------------------------------------------------------------------------------------------ Subcontractor Name: _______________________________________________ Address: _______________________________________________ _______________________________________________ Phone Number: _______________________________________________ DBE Status: PAUCP Certified Yes (_____) No (_____) Year Business Entity was established: __________ Annual Gross Receipts of the Business Entity: _________________ ------------------------------------------------------------------------------------------------------------------ Subcontractor Name: _______________________________________________ Address: _______________________________________________ _______________________________________________ Phone Number: _______________________________________________ DBE Status: PAUCP Certified Yes (_____) No (_____) Year Business Entity was established: __________ Annual Gross Receipts of the Business Entity: _________________ ------------------------------------------------------------------------------------------------------------------ Subcontractor Name: _______________________________________________ Address: _______________________________________________ _______________________________________________ Phone Number: _______________________________________________ DBE Status: PAUCP Certified Yes (_____) No (_____) Year Business Entity was established: __________ Annual Gross Receipts of the Business Entity: _________________ ------------------------------------------------------------------

ATTACHMENT AA (PAGE 1 OF 2) PROPOSER/CONSULTANT CHECKLIST This form must be completed and returned with submission of bid documents. The PROPOSER shall use this list to ensure all required certification, affidavits, and documentation have been provided. Failure to return this form may be cause for the bid to be considered non-responsive. PROPOSER COLTS Check Off Check Off Attachment A Proposal Form _______ _______ Attachment B Receipt of Addenda Form _______ Attachment C Proposal Guaranty _______ Attachment D Third Party Contract Provisions _______ Attachment E Certification of Lower Tier Regarding Debarment _______ _______ Attachment F Certification of Proposer Regarding Debarment _______ _______ Attachment G Certification Regarding Lobbying _______ _______ Attachment H Disclosure of Lobbying _______ _______ Attachment I Access to Records _______ _______ Attachment J Integrity Certification _______ _______ Attachment K Non-Discrimination _______ _______ Attachment L No Third Party Obligations _______ _______ Attachment M Fraudulent Statements _______ _______ Attachment N Buy America _______ _______ Attachment O Federal Changes _______ _______ Attachment P Civil Rights _______ _______ Attachment Q DBE _______ _______ Attachment R FTA Terms _______ _______

ATTACHMENT AA (PAGE 2 OF 2) PROPOSER/CONSULTANT CHECKLIST

PROPOSER COLTS Checkoff Checkoff Attachment S Suspension and Debarment _______ _______ Attachment T Lobbying _______ _______ Attachment U Clean Air _______ _______ Attachment V Clean Water _______ _______ Attachment W Energy Conservation _______ _______ Attachment X Non-Collusion Affidavit _______ _______ Attachment Y Protest Procedures _______ _______ Attachment Z Proposer Data Form _______ _______ Attachment AA Proposer/Consultant Checklist _______ _______ _____________________________________________________________ Name of Individual, Partnership or Corporation: _____________________________________________________________ Address: _____________________________________________________________ Name of Authorized Person: Signature: ______________________________ ____________________________ Title of Authorized Person: Date: (FAILURE TO COMPLETE THIS FORM AND SUBMIT WITH YOUR BID WILL RENDER THE BID NON-RESPONSIVE)