NOTICE TO CONTRACTORS AND SPECIAL PROVISIONS · COMPRESSED NATURAL GAS PROJECT ... insurance carriers or brokers to determine in advance of proposal submission the ... NOTICE TO CONTRACTORS

Dated: July 28, 2016

Last Revised 7-28-16

NOTICE TO CONTRACTORSAND

SPECIAL PROVISIONSFOR

SOLANO COUNTY TRANSIT

OPERATIONS & MAINTENANCE FACILITYCOMPRESSED NATURAL GAS PROJECT

City of Vallejo

Solano County, California 94589

.

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IMPORTANTSPECIAL NOTICES

***************************************************************************************INSURANCE REQUIREMENTS

Attention is directed to the indemnification and insurance requirements in Section 5-1.01, “Indemnificationand Insurance,” of the special provisions. It is highly recommended that bidders confer with their respectiveinsurance carriers or brokers to determine in advance of proposal submission the availability of insurancecertificates and endorsements as prescribed and provided herein. If the apparent lowest responsible bidderfails to comply strictly with the insurance requirements, that bidder may be disqualified from award of theContract and may be responsible to the SolTrans under the bid bond.

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SOLANO COUNTY TRANSITOPERATIONS & MAINTENANCE FACILITY COMPRESSED NATURAL GAS PROJECT

SPECIAL PROVISIONS

SolTrans O&M Facility Compressed Natural Gas Project Special Provisions

a

TABLE OF CONTENTS

NOTICE TO CONTRACTORS ..............................................................................................................IIISECTION 1. SPECIFICATIONS AND PLANS .................................................................................. 1

1-1.01 GENERAL ........................................................................................................................... 11-1.02 COORDINATION AND INTERPRETATION OF CONTRACT DOCUMENTS ................ 11-1.03 INCORPORATION OF STANDARD SPECIFICATIONS .................................................. 21-1.04 DEFINITIONS AND TERMS .............................................................................................. 31-1.05 STATE CONTRACT ACT ................................................................................................... 31-1.06 SPECIAL PROVISIONS AND PLANS FURNISHED TO CONTRACTOR ........................ 4

SECTION 2. PROPOSAL REQUIREMENTS AND CONDITIONS ................................................. 52-1.01 GENERAL ........................................................................................................................... 52-1.02 CONTRACTOR’S QUALIFICATIONS ............................................................................... 62-1.03 PROPOSED SUB-CONTRACTORS.................................................................................... 62-1.04 NON-COLLUSION DECLARATION ................................................................................. 62-1.05 NON-DISCRIMINATION CLAUSE .................................................................................... 62-1.06 DEBARMENT AND SUSPENSION CERTIFICATION ...................................................... 72-1.07 49 CFR PART 20--CERTIFICATION REGARDING LOBBYING ..................................... 72-1.08 FEDERAL LOBBYING RESTRICTIONS ........................................................................... 72-1.09 DISCLOSURE OF LOBBYING ACTIVITIES ..................................................................... 82-1.10 BUY AMERICA ACT ........................................................................................................ 112-1.11 BLANK .............................................................................................................................. 112-1.12 ADA ACCESS ................................................................................................................... 112-1.13 ALCOHOL AND DRUG FREE WORK PLACE ............................................................... 12

SECTION 3. AWARD AND EXECUTION OF CONTRACT.......................................................... 143-1.01 GENERAL ......................................................................................................................... 143-1.02 CONTRACT AWARD ....................................................................................................... 143-1.03 BID PROTEST ................................................................................................................... 143-1.03A DEFINITIONS ................................................................................................................... 143-1.03B FORM OF BID PROTEST ................................................................................................. 153-1.03C SUBMISSION OF BID PROTEST TO THE AUTHORITY; NOTICE PROVISIONS ....... 153-1.03D INVESTIGATION BY STAFF .......................................................................................... 153-1.03E RESPONSE TO BID PROTEST ......................................................................................... 163-1.03F HEARING ON BID PROTEST; BID PROTEST PANEL ................................................... 163-1.04 CONTRACT EXECUTION ............................................................................................... 16

SECTION 4. START OF JOB SITE ACTIVITIES, TIME OF COMPLETION ANDLIQUIDATED DAMAGES .................................................................................................................... 18

4-1.01 GENERAL ......................................................................................................................... 184-1.02 BEGINNING OF WORK ................................................................................................... 184-1.03 TIME OF COMPLETION .................................................................................................. 194-1.04 LIQUIDATED DAMAGES ................................................................................................ 19

SECTION 5 GENERAL .................................................................................................................... 205-1.01 INDEMNIFICATION AND INSURANCE ........................................................................ 205-1.01A GENERAL .............................................................................................................. 205-1.01B ADDITIONAL INSUREDS .................................................................................... 215-1.03 CONTRACT CLOSE-OUT REQUIREMENTS ................................................................. 225-1.04 FINAL PAYMENT AND CLAIMS ................................................................................... 22


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5-1.05 PLANS AND WORKING DRAWINGS .............................................................................245-1.06 EXAMINATION OF PLANS, SPECIFICATIONS, CONTRACT, AND SITE OF WORK.245-1.07 DIFFERING SITE CONDITIONS ......................................................................................245-1.08 LABORATORY ..................................................................................................................255-1.09 TESTING ............................................................................................................................255-1.10 CONTRACT BONDS .........................................................................................................255-1.10A PERFORMANCE BOND ........................................................................................255-1.10B PAYMENT BOND ..................................................................................................295-1.11 LABOR NONDISCRIMINATION......................................................................................325-1.12 LABOR COMPLIANCE MONITORING ...........................................................................325-1.13 BLANK ...............................................................................................................................325-1.14 REMOVAL OF ASBESTOS AND HAZARDOUS SUBSTANCES ...................................325-1.15 SUB-CONTRACTING ........................................................................................................325-1.16 PROMPT PROGRESS PAYMENT TO SUB-CONTRACTORS .........................................335-1.17 RESPONSIBILITY TO OTHER ENTITIES .......................................................................335-1.18 AREAS FOR CONTRACTOR’S USE ................................................................................335-1.19 PAYMENTS .......................................................................................................................33

5-1.20 CHANGES IN THE WORK ………………………………………………………………. 365-1.21 SOUND CONTROL REQUIREMENTS .............................................................................375-1.22 PROJECT APPEARANCE..................................................................................................385-1.23 REFERENCES TO INDEMNIFIED AND NON-RESPONSIBLE PARTIES ......................385-1.24 PREVAILING WAGE ........................................................................................................385-1.25 ACCEPTANCE OF CONTRACT .......................................................................................395-1.26 STOP NOTICES .................................................................................................................395-1.27 PAYMENT OF WITHHELD FUNDS .................................................................................405-1.28 ARBITRATION AND CLAIMS .........................................................................................405-1.29 BLANK ...............................................................................................................................435-1.30 BLANK ...............................................................................................................................435-1.31 PERMITS AND LICENSES ...............................................................................................435-1.32 PRE-CONSTRUCTION CONFERENCE ............................................................................445-1.33 PROMPT PAYMENT .........................................................................................................445-1.34 SAFETY AND PROTECTION ...........................................................................................445-1.35 BLANK ...............................................................................................................................455-1.36 RELATIONS WITH CALIFORNIA REGIONAL WATER QUALITY CONTROL BOARD465 1.36A WITHHOLDS………………………………………………………………………………..465-1.37 BLANK ...............................................................................................................................475-1.38 BLANK ...............................................................................................................................475-1.39 ENERGY EFFICIENCY .....................................................................................................47

EXHIBIT A: CALTRANS/STATE FUNDING CONTRACT PROVISIONSEXHIBIT B: SPECIAL PROVISIONS RELATED TO FEDERAL FUNDINGEXHIBIT C: SOLTRANS/STATE/CALTRANS DBE PROVISIONSEXHIBIT D: DAVIS-BACON AND COPELAND ANTI-KICKBACK ACTSEXHIBIT E: BUY AMERICA ACT


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NOTICE TO CONTRACTORS


OPERATIONS & MAINTENANCE FACILITY COMPRESSED NATURALGAS PROJECT

Sealed proposals (bids) for the work shown on the plans and specifications entitled:

SOLANO COUNTY TRANSITOPERATIONS & MAINTENANCE FACILITY

COMPRESSED NATURAL GAS PROJECT

1850 BROADWAY STREET, VALLEJO, CA 94589

and described in the Special Provisions dated July 28, 2016 and entitled:

NOTICE TO CONTRACTORSAND

SPECIAL PROVISIONS

FOR


OPERATIONS & MAINTENANCE FACILITY COMPRESSED NATURAL GAS PROJECT

City of Vallejo, Solano County, California 94589

will be received at the Soltrans office located at 311 Sacramento Street, Vallejo, CA 94590 untilnoon, Thursday, September 1, 2016, after that, bids will be received until 2:00 pm at the SoltransConference room 105 located at 1850 Broadway Vallejo, CA 94589.

After which time said bids will be publicly opened and read.


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Proposal forms for this work are included in a separate book entitled:

PROPOSAL AND CONTRACTFOR


City of Vallejo, Solano County, California 94589

Any bid received after the time and date listed above will be returned unopened. Bids are requiredfor the entire work described in accordance with the provision of the Contract documents on theproposal forms furnished therein, and in accordance with the following Contract documents(including any published revisions, updates, or errata): 2010 Caltrans Standard Specifications and2010 Revised Standard Specifications, Errata as published by Caltrans at the following website:http://www.dot.ca.gov/hq/esc/oe/construction_standards.html; City of Vallejo Standard Specificationand Standard Drawings adopted December 20, 2011; plans and specifications entitled “SolanoCounty Transit Operations & Maintenance Facility Compressed Natural Gas Project” dated July 22,2016 and located at 1850 Broadway Street, Vallejo CA; and the Special Provisions, dated July 28,2016. For further information about the Contract documents, including the specific documents andprecedence applicable to the various parts of the Work, see Sections 1-1.01, 1-1.02, 1-1.03 and 1-1.04 of the Special Provisions.

Proposals shall be submitted under sealed cover plainly marked as a proposal and identifying theabove named project, the date and time for receipt of sealed bids as stated above and in any addendathereto, and the name of the bidder. Proposals which are not properly marked may be disregarded.

1. DESCRIPTION OF WORK: SOLTRANS IS PROPOSING TO INSTALL COMPRESSEDNATURAL GAS (CNG) FACILITIES WITHIN ITS EXISTING OPERATIONS ANDMAINTENANCE PROPERTY LOCATED AT 1850 BROADWAY STREET IN VALLEJO. THENEW CNG FACILITIES (THE “PROJECT”) WOULD GENERALLY CONSIST OF FUELINGISLANDS AND THE FOLLOWING RELATED COMPRESSION EQUIPMENT LOCATEDALONG THE SOUTHERN BOUNDARY OF THEIR MAINTENANCE YARD:

• DRYER• COMPRESSORS• CONTROL PANELS• STORAGE VESSELS• DISPENSERS• DIESEL GENERATOR

THE EQUIPMENT WILL BE ANCHORED TO CONCRETE FOUNDATIONS. ALLFOUNDATIONS SHALL BE SLAB ON GRADE TYPE. COMPRESSORS SHALL BEELECTRIC MOTOR DRIVEN. ALL PROCESS LINES WILL CONTAIN NATURAL GAS.NATURAL GAS WILL BE DISPENSED TO VEHICLES. NO LIQUID WILL BE DRIED,COMPRESSED, STORED, OR DISPENSED ON SITE. THE FAST-FILL CNG DISPENSERS.


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2. CONSTRUCTION COST ESTIMATE: The Design Engineer’s opinion of probableconstruction cost for this project is approximately $3,590,000.00.

3. COMPLETION OF WORK: The Contractor shall diligently prosecute the entire work tocompletion before the expiration of 270 calendar days. The bidder is referred to the section entitled“Time of Completion” of the Special Provisions, which sets forth the number of calendar-days forcompletion of all work. Liquidated damages will be assessed for each day of delay in completion ofwork, in accordance with the provisions of the section entitled "Liquidated Damages” of the SpecialProvisions.

4. CONTRACTOR LICENSE REQUIRED:A. The successful bidder, before Contract award, must possess a current Class B Contractor’slicense issued by the Contractors State License Board of the State of California. Failure of thebidder to obtain the required license before award of the Contract shall constitute a failure to executethe Contract and shall result in the forfeiture of the security of the bidder.

B. All contractors and subcontractors must be registered with the California Department ofIndustrial Relations (“DIR”) pursuant to Cal. Labor Code section 1725.5.

C. No contractor or subcontractor may be listed on a bid proposal for a public works project unlessregistered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [withlimited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

D. No contractor or subcontractor may be awarded a contract for public work on a public worksproject unless registered with the Department of Industrial Relations pursuant to Labor Code section1725.5.

5. PRE-PROPOSAL (PRE-BID) CONFERENCE: A pre-proposal conference will be held forthis project at 2:00 PM on Thursday, August 11, 2016 at the SolTrans Operations & Maintenancefacility, located at 1850 Broadway Street, Vallejo, CA. Attendance at the pre-proposal conference isNOT mandatory but encouraged.

6. PROPOSAL (BID) INQUIRIES AND OTHER COMMUNICATIONS: Anycommunications relative to this project, including those seeking clarification of the proposaldocuments (bid inquiries), must be submitted in writing, e-mail preferred, and should be directed to:

[email protected] PM / SolTrans311 Sacramento StreetVallejo, CA 94590

A copy of the Bidder Inquiry Form is included in the Proposal and Contract booklet. Bid inquiriesmust be received no later than 4:00 PM on Friday, August 19, 2016.


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Bid inquiries may be submitted via email, personal delivery, by mail (return receipt requested), or byany other method that provides reliable evidence of the date of receipt. All emails sent [email protected] will receive a brief confirmation email in return. Bid inquiriessubmitted by facsimile (Fax) will not be accepted. Bid inquiries submitted by personal delivery shallbe deemed received at the date and time of delivery. SOLTRANS is under no obligation to considerany Bid inquiries that are not submitted as provided herein.

7. CONTRACT DOCUMENTS: Special Provisions, Proposal and Contract booklet, plans, otherContract documents and supplemental information except Standard Specifications and StandardPlans may be:

Examined: between the hours of 9:00 a.m. to 4:00 p.m., Monday – Friday, at the Soltrans Office,311 Sacramento Street, Vallejo, CA 94590 or at the following locations:

Builders Exchange of Alameda3055 Alvarado Street, San Leandro, CA 94577510.483.8880

Napa – Solana Builders Exchange135 Camino Dorado, Napa, CA 94558707.255.2515

Contra Costa Builders Exchange2440 Stanwell Drive, Concord, CA 94520925.685.8630

Sacramento Builders Exchange1331 T Street, Sacramento, CA 95811916.442.8991

San Francisco Builders Exchange850 So. Van Ness Avenue, San Francisco, CA 94110415.282.8220

North Coast Builders Exchange1030 Apollo Way, Santa Rosa, CA 95407707.542.9502

Marin Builders Association660 Las Gallinas Avenue, San Rafael, CA 94903415.462.1220

Small Business Exchange703 Market Street, Suite 1000, San Francisco, CA 94103415.778.6250


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Peninsula Builders Exchange735 Industrial RoadSan Carlos, CA 94070650.591.4486

Placer County Builders Exchange10656 industrial Ave, Suite 160Roseville, CA 95678916.771.7229

Construction Bidboard11622 El Camino Real, Suite 100San Diego, CA 92130800.479.5314

Bid package may be viewed and ordered from www.blueprintexpress.com/soltransElectronic versions of the drawings will not be provided in any CAD format.

Copies of the Contract Document may be obtained by logging on towww.blueprintexpress.com/soltrans or by calling BPXpress Reprographics at 707.745.3593. Thesemay be obtained at a set price of $200.00, including tax plus shipping and handling, and is non-refundable. All bidders must purchase a complete bid set from BPXpress Reprographics inorder to be considered responsive and to receive addenda notifications.

8. SUB-CONTRACTING DBE/SBE REQUIREMENTS: SolTrans encourages allprime Contractors to utilize qualified SBE (Small Business Enterprise) sub-Contractors onSolTrans projects, and promotes the direct purchase of goods from qualified SBEs by utilizingSBE vendors when such vendors are available and the price of the goods sought is reasonable. Allprime Contractors are required to report on SBE usage during the term of each Contract, using aform provided by SolTrans.

For purposes of this bid, a SBE shall be a "small business" within the meaning ofCalifornia Government Code Section 14837. In the event that the SolTrans' SBE Policyconflicts with any Federal, State or other funding source's programs, policies, regulations orrequirements, SolTrans shall make the SBE Policy consistent with said funding source's programs,policies, regulations, and requirements to the extent permissible by law.

This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26,Participation by Disadvantaged Business Enterprises in Department of TransportationFinancial Assistance Programs. The national goal for participation of Disadvantaged BusinessEnterprises (DBE) is 10%. SolTrans’ overall goal for DBE participation is 3.5 %.

The successful bidder/offeror will be required to report its DBE participation obtained throughrace- neutral means throughout the period of performance


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Contractors shall not discriminate on the basis of race, color, religious creed, nationalorigin, ancestry, sex or physical disability in the performance of SolTrans Contracts.

9. MATERIALS INFORMATION: The bidder is referred to the section entitled "Examination ofPlans, Specification, Contract and Site of Work” of the Special Provisions.

10. BID SECURITY: All bids shall be accompanied by a certified or cashier's check payable to theorder of the “Solano County Transit” amounting to ten percent (10%) of the bid or a bond in saidamount in the form provided in the “Proposal and Contract” booklet. Said amount or the proceeds ofsaid bond shall be forfeited to the SolTrans if the bidder depositing same does not, within five (5)business-days after receiving the Contract for signature, sign and return the Contract to SolTrans andfurnish the other items required under the section entitled "Execution of Contract” of the SpecialProvisions.

11. BONDS: The bidder is referred to the section entitled "Contract Bonds” of the SpecialProvisions.

12. WAGE RATES: This project is financed in part by Federal funds and is therefore subject to therequirements of the Davis-Bacon Act. The bidder is referred to Exhibit D “DAVIS-BACON ANDCOPELAND ANTI-KICKBACK ACTS”, of these Special Provisions.

13. INELIGIBLE CONTRACTORS: A bidder who is ineligible to perform work on a publicworks project pursuant to Sections 1777.1 or 1777.7 of the Labor Code is prohibited from bidding onthis project.

14. ADDENDA: SolTrans may amend the Contract by issuing addenda prior to the date and timestated above (as amended by addenda, if any) for final receipt of bids.

Addenda, if any are issued, will be sent to each bidder on the Registered Plan Holder List maintainedby SolTrans. It is the bidders’ responsibility to ensure they are on the Registered Plan HolderList by contacting Elbert Chang via email at [email protected], or the offices ofSolTrans, 311 Sacramento Street, Vallejo, CA 94590. All emails to [email protected] receive a brief confirmation email in reply.

15. PROTESTS REGARDING THIS SOLICITATION: Only registered Plan Holders mayprotest this solicitation process. Written protests shall be addressed to Mona Babauta, ExecutiveDirector, Solano County Transit (SolTrans), 311 Sacramento Street, Vallejo, CA 94590.

A registered plan holder may protest the terms of this solicitation on the grounds that (a) a materialprovision contained herein is ambiguous, (b) any aspect of the procurement process described hereinis contrary to express legal requirements applicable to this procurement, or (c) this solicitation inwhole or in part exceeds the authority of SolTrans. Protests regarding this solicitation shall be filedonly after the registered Plan Holder has informally discussed the nature and basis of the protest withSolTrans in an effort to remove the grounds for protest. Protests regarding this solicitation shallcompletely and succinctly state the grounds for protest and shall include all factual and legaldocumentation in sufficient detail to establish the merits of the protest. Protests regarding this


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solicitation shall be filed as soon as the basis for protest is known to the registered Plan Holder, butin no event later than five (5) business-days before the deadline for final receipt of bids. No hearingwill be held on the protest, but it shall be decided, on the basis of the written submissions, by theSolano County Transit Executive Director, whose decision shall be final and conclusive. TheExecutive Director may, but need not, request other registered Plan Holders to submit statements orarguments regarding the protest and may, in his/her sole and absolute discretion, discuss the protestwith the protestant. A decision regarding any protest shall be in writing and, if necessary,appropriate revisions to this solicitation shall be made by issuing addenda. The failure of aregistered Plan Holder to raise a ground for a protest regarding this solicitation shall precludeconsideration of that ground in any protest of a selection unless such ground was not and could nothave been known to the registered Plan Holder in time to protest prior to the final date for suchprotests. The written decision shall be made available to all registered Plan Holders. SolTrans mayextend the deadline for final receipt of bids, if necessary, to address any such protest issues.

16. CONTRACT AWARD: The award of the Contract, if it is to be awarded, will be to the lowestresponsible bidder, in conformance with the Standard Specifications, based on the Total Bid (LumpSum Base Bid and Three Bid Items) as calculated according to the methodology set forth in the BidSchedule section of the Proposal and Contract. It is at SolTrans sole discretion to add, or not to add,the Bid Items to the Base Bid contract.

Such award, if made, will be made within the time period after the opening of the proposalsspecified in the section entitled "Contract Award” of the Special Provisions. The award of theContract will be subject to the availability of funds. SolTrans reserves the right, in its solediscretion, to investigate the qualifications of any bidder, require confirmation of informationfurnished by a Bidder, require additional evidence of qualifications, cancel this procurement, rejectany or all bids and waive any irregularities in the bidding.

Subsequent to award, SolTrans shall issue a letter to the lowest responsible bidder enclosing theContract documents. The Contract shall be signed by the successful bidder and returned, togetherwith the required Contract bonds and insurance forms, within the timeframe specified in the sectionentitled “Contract Execution” of these special provisions. Failure of the successful bidder to executethe Contract and file acceptable bonds and insurance as provided herein may result in the forfeitureof its proposal guarantee. SolTrans may then elect to award the Contract to the next lowestresponsible bidder.

17. AWARD PROTESTS: The bidder is referred to section 3-1.03 entitled, “Bid Protest,” of theSpecial Provisions and SolTrans' adopted Bid Protest Procedure. Once SolTrans provides writtennotice to all bidders of their intent to award the Contract, Protests of award must be received inwriting by SolTrans no later than 12:00 PM five working days following this notice. A copy of theBid Protest Procedure will be furnished upon written request.


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BY THE ORDER OF THE SOLANO COUNTY TRANSIT:

Mona Babauta, Executive DirectorJuly 28, 2016


SPECIAL PROVISIONS

SolTrans O&M Facility Compressed Natural Gas Project Special Provisions1

SECTION 1. SPECIFICATIONS AND PLANS

1-1.01 GENERAL

The work embraced herein shall be done in accordance with the following Contract documents(including any published revisions, updates, or errata): 2010 Caltrans Standard Specifications and2010 Revised Standard Specifications, Errata as published by Caltrans at the following website:http://www.dot.ca.gov/hq/esc/oe/construction_standards.html; City of Vallejo Standard Specificationand Standard Drawings adopted December 20, 2011; plans and specifications entitled “SolanoCounty Transit Operations & Maintenance Facility Compressed Natural Gas Project” dated July 22,2016 and located at 1850 Broadway Street, Vallejo CA; and the Special Provisions, dated July 28,2016.

1-1.02 COORDINATION AND INTERPRETATION OF CONTRACT DOCUMENTS

Section 5-1.02, “CONTRACT COMPONENTS,” of the Standard Specifications, is amended to readas follows:

If the Contractor finds a conflict, error, or discrepancy in the Contract documents, Contractorshall call it to the attention of the Engineer in writing in conformance with the provisions ofSection 012613 entitled “Requests for Information (RFI’s)” in the Division 01 specifications,before proceeding with the work affected thereby. In resolving such conflicts, errors anddiscrepancies, the Contract documents shall be given precedence in the following order forthe respective work as listed below:

a) These Special Provisions shall take precedence overb) Contract Specifications Division 01 thru 16c) The plans entitled “Solano County Transit Operations & Maintenance Facility

Compressed Natural Gas Project, dated July 22, 2016”;d) 2010 Caltrans Standard Specifications and 2010 Revised Standard Specifications,

which shall take precedence overe) City of Vallejo Standard Specification adopted December 20, 2011, which shall take

precedence overf) The Signature Document (CONTRACT FORM), which shall take precedence overg) The Contract bonds, which shall take precedence overh) The Notice to Contractors, which shall take precedence overi) The proposal.

The foregoing provisions for the resolution of specific irregularities cannot be so comprehensive asto cover every omission, inconsistency, error or other irregularity which may occur in a bid. Anysituation not specifically provided for will be determined in the discretion of SolTrans and suchdiscretion will be exercised in the manner deemed by the Authority to best protect the public interestin the prompt and economical completion of the work. The decision of SolTrans respecting theamount of a bid, or the existence or treatment of an irregularity in a bid, shall be final.

The undersigned Bidder, by submitting this proposal specifically acknowledges, affirms, declares oragrees to the following:


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(a) The Bidder has carefully examined the location(s) of the proposed work, is familiar with theconditions at the place(s) where the work is to be done and is satisfied as to the fieldconditions it will encounter;

(b) The Bidder has carefully examined the Notice to Contractors, the Plans, the SpecialProvisions, the Standard Specifications, and other contract documents, including the form ofcontract annexed hereto;

(c) This proposal is based upon completion of the work within the time period specified in thesection entitled "Time of Completion” of the Special Provisions;

(d) SolTrans shall award the contract to the lowest responsive, responsible bidder, if such awardis made, within the time period specified in the section entitled "Contract Award” of theSpecial Provisions after the date and time for receipt of sealed proposals as stated in theNotice to Contractors and in any addenda thereto, and this proposal is valid and shall behonored by the Bidder for that entire time period;

(e) The amount of liquidated damages to be paid by the Contractor for failure to complete thework by the completion date as extended, if applicable, shall be as stated in the sectionentitled "Liquidated Damages” of the Special Provisions, and such amount is the reasonablecash value agreed upon as the loss to the Authority resulting from the default of theContractor;

(f) If this proposal is accepted, the Bidder will contract with SolTrans, in the form of the copy ofthe contract annexed hereto, to provide all necessary machinery, tools, apparatus and othermeans of construction, and to do all the work and furnish all the materials specified in thecontract, in the manner and time therein prescribed, and according to the requirements of theEngineer as therein set forth;

(g) If awarded the contract, the Bidder shall begin the work within the time frame specified inthe section entitled "Beginning of Work” of the Special Provisions; and

(h) If awarded this contract, the Bidder will take in full payment therefor the prices listed, whichinclude all applicable taxes, in the Bid Schedule which is annexed hereto and by thisreference is included herein.

(i) The award of the contract will be subject to the availability of funds. SolTrans reserves theright, in its sole discretion, to investigate the qualifications of any bidder, requireconfirmation of information furnished by a Bidder, require additional evidence ofqualifications, cancel this procurement, reject any or all bids and waive any irregularities inthe bidding.

1-1.03 INCORPORATION OF STANDARD SPECIFICATIONS

All references to and all rights and agreements in favor of the State, the Department, the Directorand/or the Engineer contained in the Standard Specifications shall be deemed references to (asappropriate) and may be exercised by and shall inure to the benefit of SolTrans, SolTrans' ProjectManager and/or their properly authorized agents and representatives acting within the scope of the


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particular duties entrusted to them. In the event any question arises regarding whether any provisionof the Standard Specifications is applicable to the Contract or how to apply such provision, SolTrans'interpretation regarding such matter shall control.

1-1.04 DEFINITIONS AND TERMS

As used herein and in the Standard Specifications, unless the context otherwise requires, thefollowing terms have the following meanings:

Authority — Solano County Transit (SolTrans), including but not limited to its authorizedofficers, employees, agents, consultants and volunteers.

Authority Indemnity - The Authority and the other indemnities’ listed in Section 5-1.01B of theSpecial Provisions, and their respective successors and assigns, governing bodies or boards,board members, officers, directors, agents, employees, consultants and sub-consultants.

Business-Day — Any day other than Saturday, Sunday and Legal Holidays.Contract approval date — The date the fully executed Contract is approved by the Authority as

evidenced by the date entered by Authority’s counsel on the signature document.Contract award date – The effective date the Contract is awarded by SolTrans as evidenced by

approval by the SolTrans' Board of Directors at a properly notice meeting of the Board.Department—Solano County Transit except that any references to the Department’s websites,

manuals, guides, test methods, shall be defined with respect to the specific reference andcontext of the websites and manuals, guides.

Director —SolTrans' Executive Director.Engineer — Project Manager and any other firms hired by SolTrans to serve as the Resident

Engineer for the construction project.Inspector — The engineering or technical personnel authorized to act as agents or

representatives for the Engineer in inspection of work covered by the Contract, limited to theparticular duties entrusted to them.

Laboratory — The laboratories authorized by the Engineer to test materials and work involvedin the Contract.

Legal Holiday — Those days listed in Section 1 of the Standard SpecificationsPublic Work - "Public work" has the same meaning as in Sections 8038 and 8050 of the Civil

Code – “any work of improvement contracted for bya public entity”

Standard Specifications – The 2010 edition of the Standard Specifications of the State ofCalifornia and all errata and amendments thereto, if any, as of the date of these specialprovisions.

State — Solano County Transit.

1-1.05 STATE CONTRACT ACT

References to the State Contract Act or provisions of the State Contract Act shall not apply and shallbe deemed references to the corresponding provision in the Local Agency Public Construction Actapplicable to the Authority. As provided in Section 5-1.28, “Arbitration and Claims,” of thesespecial provisions, this project is not subject to arbitration.


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1-1.06 SPECIAL PROVISIONS AND PLANS FURNISHED TO CONTRACTOR

Upon execution of the Contract, SolTrans will furnish at no cost to the Contractor eight (8) sets ofSpecial Provisions, four (4) sets of full-size and four (4) sets of half-size plans. If Contractorrequires additional sets of plans, special provisions or other materials information Contractor shallhave them reproduced by BPXpress and perform all coordination required. The cost of reproducingadditional Contract documents is the responsibility of the Contractor. If the Contractor requiressupplemental Contract information and reports as listed in Section 5-1.06, “Examination of Plans,Specifications, Contract, and Site of Work,” it shall be the Contractor’s responsibility and cost tohave them reproduced.

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SECTION 2. PROPOSAL REQUIREMENTS AND CONDITIONS

2-1.01 GENERAL

Attention is directed to these special provisions and to the provisions in Section 2, “Bidding,” andSection 5-1.13, “Sub-Contracting,” of the Standard Specifications for the requirements andconditions which must be observed in the preparation of the proposal form and the submission of theproposal.

SolTrans will furnish to each bidder a standard proposal form and other documents, which are boundtogether with the Contract form, in a booklet entitled “Proposal and Contract.” Contractors wishingto propose must fill out and execute all forms in the booklet except the Contract form and submit theentire bound booklet as that bidder’s proposal. Proposals not presented on forms so furnished;proposals not including the entire bound booklet with all pages intact and without interlineation,alterations or erasures; proposals containing alternative proposals and facsimiles of a bidder’scompleted and executed proposal forms submitted as a proposal will be rejected.

Except as provided in the instructions on each form and statement in the “Proposal and Contract”booklet, all forms and statements submitted must be originals. Copies of a bidder’s completed andexecuted proposal forms submitted as a proposal will be rejected.

Information required of bidders on certain of the forms and statements in the “Proposal andContract” booklet may require a bidder to use continuation pages. In such cases, bidders shallindicate in the space provided at the bottom of such forms or statements the number of continuationpages used and unless otherwise indicated in the instructions on the form or statement shall use the“Continuation Page” form, which will be found at the end of the “Proposal and Contract” booklet.Bidders may make copies of the blank “Continuation Page” as needed. Bidders shall place“Continuation Pages,” if used, loosely inside the bound “Proposal and Contract” booklet andimmediately following the bound page being continued.

The proposal shall set forth, on the Bid Schedule, the item prices and totals, in clearly legiblefigures, in the respective spaces provided, and shall be signed by the Bidder, who shall fill out allblanks in the proposal form, bid schedule and other documents in the “Proposal and Contract”booklet.

The proposal shall be submitted as directed in the “Notice to Contractors” under sealed cover plainlymarked as a proposal, and identifying the project to which the proposal relates, the date of the bidopening therefor and the name of the Bidder. Proposals which are not properly marked may bedisregarded.

Attention is directed to the fact that several of the documents in the “Proposal and Contract” bookletmust be notarized prior to being submitted as part of the proposal.

The form of Bidder's Bond will be found in the “Proposal and Contract” booklet.

Checks shall be made payable to Solano County Transit.


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SolTrans may grant bid relief under Public Contract Code § 5100 et seq. Contractor shall submitrequest for bid relief in writing to the Authority within 3 business days after the opening of bids. Allwritten requests shall be submitted on the Relief of Bid Request form, which can be found at:

http://www.dot.ca.gov/hq/construc/forms.htm

2-1.02 CONTRACTOR’S QUALIFICATIONS

The Bidder shall complete and submit the Contractor’s Qualifications form provided in the“Proposal and Contract” booklet.

2-1.03 PROPOSED SUB-CONTRACTORS

To assist SolTrans in verifying the Bidder’s intent to comply with Section 5-1.13, “Sub-Contracting,” of the Standard Specifications, for each Sub-Contractor, the Bidder shall enter thename, address, description of work to be Sub-Contracted, license number and type, CA Division ofIndustrial Relations (DIR) registration number and Sub-Contract dollar amount in the “List of Sub-Contractors” form in the “Proposal and Contract” booklet.

2-1.04 NON-COLLUSION DECLARATION

(Title 23 United States Code Section 112 and Public Contract Code Section 7106)

The Bidder shall complete and submit the Non-Collusion Declaration form provided in the“Proposal and Contract” booklet.

2-1.05 NON-DISCRIMINATION CLAUSE

Contractor shall refrain from discriminatory employment practices on the basis of race, religiouscreed, color, sex, national origin, ancestry, disability, medical condition, age, marital status or sexualorientation of any employee of, or applicant for employment with, Contractor.

Contractor further agrees as follows:

(a) That the Contractor shall not because of the race, religious creed, color, sex, nationalorigin, ancestry, disability, medical condition, age, marital status or sexual orientationof any person, refuse to hire or employ any person, or to bar or discharge any personfrom employment, or to discriminate against any person in compensation, or in theterms, conditions, or privileges of employment, and every employee shall receiveequal opportunity for employment and shall be granted equal treatment with respectto compensation, terms, conditions, or other privileges of employment without regardto his race, religious creed, color, sex, national origin, ancestry, disability, medicalcondition, age, marital status or sexual orientation.

(b) That the Contractor shall post in conspicuous places where they may be seen by everyemployee or applicant for employment notices, in such form as shall be prescribed bythe Executive Director, the provisions set forth above.


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(c) That the Contractor shall in all solicitations or advertisements for employmentapplications include in such solicitation or advertisement language which willreasonably convey notice that every qualified applicant will receive consideration foremployment without regard to his race religious creed, color, sex, national origin, orancestry, disability, medical condition, age, marital status or sexual orientation.

(d) That the Contractor shall give written notice, in such form as shall be prescribed bythe Executive Director, of the Contractor's commitments under this contract to anylabor union or employee association with which the Contractor has a collectivebargaining contract, or other employer - employee labor agreement orunderstanding."

Contractor shall include the provisions of this Nondiscrimination Clause in every subcontract,including subcontracts for the provision of materials or equipment.

By submitting a bid, the Contractor agrees to comply with all the non-discrimination provisionscontained in the Vallejo Municipal Code.

2-1.06 DEBARMENT AND SUSPENSION CERTIFICATION

The Bidder shall complete and submit the Debarment and Suspension Certification form provided inthe “Proposal and Contract” booklet.

2-1.07 49 CFR PART 20--CERTIFICATION REGARDING LOBBYING

The Bidder shall complete and submit the 49 CFR PART 20--CERTIFICATION REGARDINGLOBBYING form provided in the “Proposal and Contract” booklet.

2-1.08 FEDERAL LOBBYING RESTRICTIONS

Section 1352, Title 1352, Title 31, United States Code prohibits Federal funds from being expendedby the recipient or any lower tier sub-recipient of a Federal-aid contract to pay for any person forinfluencing or attempting to influence a federal agency or Congress in connection with the awardingof any federal-aid contract, the making of any federal grant or loan, or the entering into of anycooperative agreement.

If any funds other than federal funds have been paid for the same purposes in connection with thisfederal-aid contract, the recipient shall submit an executed certification and, if required, submit acompleted disclosure form as part of the bid documents.

A certification for federal-aid contracts regarding payment of funds to lobby Congress or a federalagency is included in the Proposal. Standard Form - LLL, “Disclosure of Lobbying Activities,” withinstructions for completion of the Standard Form is also included in the Proposal. Signing theProposal shall constitute signature of the Certification.


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The above referenced certification and disclosure of lobbying activities shall be included in eachsubcontract and any lower-tier contracts exceeding $100,000. All disclosure forms, but notcertifications, shall be forwarded from tier to tier until received by the Engineer.

The Contractor, subcontractors and any lower-tier contractors shall file a disclosure form at the endof each calendar quarter in which there occurs any event that requires disclosure or that materiallyaffects the accuracy of the information contained in any disclosure form previously filed by theContractor, subcontractors and any lower-tier contractors. An event that materially affects theaccuracy of the information reported includes:

(1) A cumulative increase if $25,000 or more in the amount paid or expected to be paid forinfluencing or attempting to influence a covered federal action; or

(2) A change in the person(s) or individual(s) influencing or attempting to influence a coveredfederal action; or

(3) A change in the officer(s), employees(s), or Member(s) contacted to influence or attempt toinfluence a covered Federal Action.

2-1.09 DISCLOSURE OF LOBBYING ACTIVITIES

COMPLETE THIS FORM TO DISCLOSE LOBBYING ACTIVITIES PURSUANT TO 31 U.S.C. 1352

1. Type of Federal Action: 2. Status of FederalAction:

3. Report Type:

a. contract a. bid/offer/application a. initial b. grant b. initial award b. material change c. cooperative agreement c. post-award d. loan For Material Change Only: e. loan guarantee year ____ quarter _________ f. loan insurance date of last report ___________

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

Prime SubawardeeTier _______ , if known

Congressional District, if known 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 Lobby Entity b. Individuals Performing Services (including (If individual, last name, first name, MI) address if different from No. 10a)

(last name, first name, MI)

(attach Continuation Sheet(s) if necessary)


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11. Amount of Payment (check all that apply) 13. Type of Payment (check all that apply)

$ _____________ actual planned a. retainerb. one-time fee

12. Form of Payment (check all that apply): c. commissiona. cash d. contingent feeb. in-kind; specify: nature ______________ e deferred

value _____________ f. other, specify __________________________

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

(Attach Continuation Sheet(s) if necessary)

15. Continuation Sheet(s) attached: Yes No

16. Information requested through this form is authorized by Title31 U.S.C. Section 1352. This disclosure of lobbying reliancewas placed by the tier above when his transaction was made orentered into. This disclosure is required pursuant to 31 U.S.C.1352. This information will be reported to Congresssemiannually and will be available for public inspection. Anyperson who fails to file the required disclosure shall be subjectto a civil penalty of not less than $10,000 and not more than$100,000 for each such failure.

Signature: _________________________________________

Print Name: _______________________________________

Title: _____________________________________________

Telephone No.: _____________________ Date: ___________Authorized for Local Reproduction

Federal Use Only: Standard Form - LLL

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

This disclosure form shall be completed by the reporting entity, whether subawardee or primefederal recipient, at the initiation or receipt of covered federal action or a material change to previousfiling pursuant to title 31 U.S.C. Section 1352. The filing of a form is required for such payment oragreement to make payment to lobbying entity for influencing or attempting to influence an officeror employee of any agency, a Member of Congress an officer or employee of Congress or anemployee of a Member of Congress in connection with a covered federal action. Attach acontinuation sheet for additional information if the space on the form is inadequate. Complete allitems that apply for both the initial filing and material change report. Refer to the implementingguidance 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 beensecured 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 whichthe change occurred. Enter the date of the last, previously submitted report by this reportingentity for this covered federal action.

4. Enter the full name, address, city, State and zip code of the reporting entity. IncludeCongressional District if known. Check the appropriate classification of the reporting entitythat designates if it is or expects to be a prime or sub-award recipient. Identify the tier of thesub-awardee, e.g., the first sub-awardee of the prime is the first tier. Sub-awards include butare not limited to subcontracts, sub-grants and contract awards under grants.


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5. If the organization filing the report in Item 4 checks "Sub-awardee" then enter the full name,address, city, State and zip code of the prime federal recipient. Include CongressionalDistrict, if known.

6. Enter the name of the federal agency making the award or loan commitment. Include at leastone organization level below agency name, if known. For example, Department ofTransportation, United States Coast Guard.

7. Enter the federal program name or description for the covered federal action (item 1). Ifknown, 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 actionidentification 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, theapplication/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 theFederal agency, enter the federal amount of the award/loan commitments for the prime entityidentified in item 4 or 5.

10. (a) Enter the full name, address, city, State and zip code of the lobbying entity engaged bythe 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 ifdifferent from 10 (a). Enter Last Name, First Name and Middle Initial (Ml).

11. Enter the amount of compensation paid or reasonably expected to be paid by the reportingentity (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 changereport, 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 anin-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 preparatoryand related activity not just time spent in actual contact with federal officials. Identify thefederal officer(s) or employee(s) contacted or the officer(s) employee(s) or Member(s) ofCongress that were contacted.

15. Check whether or not a continuation sheet(s) is attached.16. The certifying official 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 perresponse, including time for reviewing instruction, searching existing data sources, gathering andmaintaining the data needed, and completing and reviewing the collection of information. Sendcomments 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, PaperworkReduction Project (0348-0046), Washington, D.C. 20503.

SF-LLL-Instructions Rev. 06-04-90«ENDIF»


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2-1.10 BUY AMERICA ACT

The Bidder shall complete and submit the Buy America Certification form provided in the “Proposaland Contract” booklet. The Bidder is referred to Exhibit E “Buy America Act,” of these SpecialProvisions.

2-1.11 BLANK

2-1.12 ADA ACCESS

A. Applicability

This Article applies to federally funded Architect & Engineer, Operations / Management,Rolling Stock Purchase, and Construction Contracts.

B. Access Requirements for Persons with Disabilities

Contractor shall comply with:

1. The requirements of 49 U.S.C. § 5301(d), which states the Federal policy that elderlypersons and persons with disabilities have the same right as other persons to use masstransportation service and facilities, and that special efforts shall be made in planningand designing those services and facilities to implement that policy;

2. All applicable requirements of section 504 of the Rehabilitation Act of 1973, asamended, 29 U.S.C. § 794, which prohibits discrimination on the basis of handicaps;

3. The Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. § 12101 etseq., which requires that accessible facilities and services be made available to personswith disabilities, including any subsequent amendments to that Act;

4. The Architectural Barriers Act of 1968, as amended, 42 U.S.C. §§ 4151 et seq., whichrequires that buildings and public accommodations be accessible to persons withdisabilities, including any subsequent amendments to that Act; and

5. All applicable requirements of the following regulations and any subsequentamendments thereto:(1) U.S. DOT regulations, "Transportation Services for Individuals with Disabilities

(ADA)," 49 C.F.R. Part 37;

(2) U.S. DOT regulations, "Nondiscrimination on the Basis of Handicap in Programsand Activities Receiving or Benefiting from Federal Financial Assistance," 49 C.F.R.Part 27;


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(3) Joint U.S. Architectural and Transportation Barriers Compliance Board (U.S.ATBCB)/U.S. DOT regulations, "Americans With Disabilities (ADA) AccessibilitySpecifications for Transportation Vehicles," 36 C.F.R. Part 1192 and 49 C.F.R. Part38;

(4) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability in State andLocal Government Services," 28 C.F.R. Part 35;

(5) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability by PublicAccommodations and in Commercial Facilities," 28 C.F.R. Part 36;

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

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

(8) U.S. Federal Communications Commission regulations, "Telecommunications RelayServices and Related Customer Premises Equipment for the Hearing and SpeechDisabled," 47 C.F.R. Part 64, Subpart F; and

(9) U.S. ATBCB regulations, "Electronic and Information Technology AccessibilityStandards," 36 C.F.R. Part 1194; and

(10) FTA regulations, "Transportation for Elderly and Handicapped Persons," 49C.F.R. Part 609;

(11) Any implementing requirements FTA may issue.

2-1.13 ALCOHOL AND DRUG FREE WORK PLACE

A. Applicability

This Article applies to federally funded contracts for transit operations.

B. FTA Prevention of Alcohol Misuse and Prohibited Drug Use in TransitOperations Regulations

Contractor and its Subcontractors shall comply with the FTA anti-drug and alcohol misuseregulations (49 CFR Part 655) and the U.S. Department of Transportation (DOT) Proceduresfor Transportation Workplace Drug and Alcohol Testing Programs (49 CFR Part 40) to thefull extent that they are, by their terms, applicable to Contractor and its Subcontractors. Theregulations apply to all “contractors” that have “covered employees” that perform “safetysensitive functions” as those terms are defined in the regulations.


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C. Certificate of Compliance

The CERTIFICATE OF COMPLIANCE WITH 49 CFR PARTS 655, PREVENTIONOF ALCOHOL MISUSE AND PROHIBITED DRUG USE IN TRANSIT, submitted byContractor prior to award, is incorporated as part of the Contract Documents.

D. Drug and Alcohol Testing Program

In the event that any part of the Work under this Contract falls within the scope of 49 CFRPart 655, Contractor, and its Subcontractors (as applicable), shall implement all programsrequired under the regulations, including without limitation, a Drug and Alcohol TestingProgram and an antidrug use and alcohol misuse program, in full compliance with theregulations.

E. Alcohol and Drug Free Workplace Program

In addition to the above, for Work performed on SolTrans property, Contractor shallprovide an Alcohol and Drug-free Workplace Program in accordance with FTArequirements found at

http://transit-safety.fta.dot.gov/DrugAndAlcohol/default.asp

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SECTION 3. AWARD AND EXECUTION OF CONTRACT

3-1.01 GENERAL

Attention is directed to these special provisions and to the provisions in Section 3, “Contract Awardand Execution,” of the Standard Specifications.

3-1.02 CONTRACT AWARD

SolTrans will either award the Contract or reject all proposals within 30 days from the date set forthe receipt of proposals in the Notice to Contractors as modified in any addenda thereto.

The award of the Contract, if it is to be awarded, will be to the lowest responsible bidder, inconformance with the Standard Specifications, based on the Total Bid (Lump Sum Base plus threebid items), to be determined based on the methodology set forth in the Bid Schedule in the Proposaland Contract. It is at SolTrans sole discretion to add, or not to add, the Bid Items to the Base Bidcontract.

Subsequent to award, SolTrans shall issue a letter to the lowest responsible bidder enclosing theContract documents. The Contract shall be signed by the successful bidder and returned, togetherwith the required Contract Bonds and Insurance forms, within the timeframe specified in the sectionentitled “Contract Execution” of these special provisions. Failure of the successful bidder to executethe Contract and file acceptable bonds and insurance as provided herein may result in the forfeitureof its proposal guarantee. SolTrans may then elect to award the Contract to the next lowestresponsible bidder.

3-1.03 BID PROTEST

Any responsive bidder may submit a valid bid protest at any time after the bid opening and prior tothe deadline stated in this section.

3-1.03A DEFINITIONS

For purpose of this bid protest procedure, the following definitions apply:

(a) “Bid Protest” means a protest filed by the bidder on a Contract in accordance with thesespecial provisions, which protest (i) claims that one or more bidders on the Contract shouldbe disqualified or rejected or any reason; (ii) contests a SolTrans staff recommendation toaward the Contract to a particular bidder; or (iii) contests a SolTrans staff recommendation todisqualify or reject one or more bidders on the Contract. Only a bidder on a Contract or suchbidder’s authorized representative may file a bid protest.(b) “Protested Bidder” means a bidder on a Contract which the bid protest claims should bedisqualified or rejected.(c) “Protesting Bidder” means a bidder on a Contract, or such bidder’s authorizedrepresentative, who files a bid protest on the Contract in accordance with these specialprovisions.


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3-1.03B FORM OF BID PROTEST

Bid protests shall be in writing and shall provide the name, address, telephone, and facsimiletelephone numbers of the Protesting Bidder and shall identify the Contract to which the bid protestpertains, including the Contract number and the date that bids for such Contract were received bySolTrans. The bid protest shall identify and explain the factual and legal basis for the protest, andshall include by attachment to the bid protest, any written materials that the bid protester wishes tohave considered in connection with the protest.

3-1.03C SUBMISSION OF BID PROTEST TO THE AUTHORITY; NOTICEPROVISIONS

Once SolTrans provides written notice to all bidders of their intent to award the Contract, Protests ofaward must be received in writing by SolTrans no later than 5:00 PM five working days followingthis notice.Bid protests received by SolTrans after the deadline or which do not otherwise comply with therequirements of these special provisions shall not be considered. Bid protest shall be submitted to:

Executive DirectorSolano County Transit (SolTrans)311 Sacramento StreetVallejo, CA 94590

Except as otherwise expressly provided in these special provisions, whenever these specialprovisions require that the notice be given in writing, such written notice shall be addressed toSolTrans as provided above, and to the Protesting Bidder or Protested Bidder as provided by suchperson’s bid, and shall be provided by registered or certified mail (return receipt requested), bypersonal delivery or by any other method that provides reliable evidence of the date and time (ifapplicable) of receipt. Written notice provided by personal delivery shall be deemed received on thedate and at the time of delivery. Except as expressly authorized herein, facsimile or electronic mailmay not be used to provide written notice. If permitted herein, electronic mail notice shall be deemedreceived on the date and at the time that transmission is confirmed by the transmitting equipment.

3-1.03D INVESTIGATION BY STAFF

If the bid protest is properly filed, a copy will be provided promptly to the Protested Bidder and thefacts and circumstances of the protest will be reviewed by SolTrans staff. Upon request from staff,the Bidders shall promptly provide additional information necessary for staff to conduct its review ofthe bid protest. Staff may, but shall not be obligated, to hold a meeting or meetings in order to obtainadditional information and to seek to resolve the matter. In such event, staff shall give notice to theProtesting Bidder and the Protested Bidder, indicating the time and place of the meeting, whichnotice may be provided by facsimile. If Protesting Bidder fails to attend any meeting following notless than three (3) working days’ notice, the bid protest will be deemed withdrawn and shall nolonger be considered by SolTrans.


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3-1.03E RESPONSE TO BID PROTEST

At the conclusion of its review, staff will provide the Protesting Bidder and the Protested Bidderwritten notice of the staff’s recommendation with respect to the bid protest, which notice willinclude a statement of staff’s recommendation and a brief explanation. The notice may be givenelectronically. No later than 4:00 PM on the third (3rd) working day following the date such noticeis received, any party objecting to the recommendation shall provide written notice to SolTransrequesting a hearing on the bid protest. If no such notice is received, the recommendation of the staffshall be deemed accepted by the parties, and the recommendation shall be forwarded to the SolTransBoard for action to approve the Contract.

3-1.03F HEARING ON BID PROTEST; BID PROTEST PANEL

If a timely request for a hearing is received in accordance herewith, the matter shall be referred to aBid Protest Panel consisting of three persons; one member of the Staff of SolTrans, one member ofthe SolTrans Board and one non-SolTrans staff member knowledgeable with respect to mattersrelated to public contracts and bid protests, who may be an employee of another public agency. TheBoard Chair of SolTrans shall select the panel member from SolTrans Board, who will be the Chairof the panel. The Executive Director shall select the remaining panel members. The Chair of thepanel shall promptly convene the panel to hear the bid protest. Notice shall be given to the ProtestingBidder and the Protested Bidder of the time and place of the hearing.

The bid protest and staff’s recommendation regarding the protest shall be submitted to the Panel forconsideration at the hearing. The Panel shall allow the parties and SolTrans staff an opportunity topresent additional evidence and argument limited to the facts and legal issues raised in the bidprotest at the hearing. Following the hearing the Panel shall do one of the following:

A. Accept the recommendation of staff as submitted,B. Amend the staff recommendation, orC. Recommend the rejection of all bids.

The decision of the Panel is final with respect to the disposition of bid protest. The Panel’srecommendation will be forwarded to the SolTrans Board. Thereafter, SolTrans Board’s role islimited to either awarding the contact as recommended by the Panel or rejecting all bids.

3-1.04 CONTRACT EXECUTION

The form of the Contract signature document is contained in the “Proposal and Contract” booklet.

The submittal by SolTrans of the Contract signature document to the Bidder for execution shallconstitute notice of Contract award. The Bidder shall sign the Contract signature document and allcopies and return it to SolTrans within 5 business-days together with the following:

A. The originals and one copy of each of the Contract bonds specified in these specialprovisions.

B. One of the following:


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1. Two copies of a certificate of consent to self insure issued by the Director of IndustrialRelations of the State of California, or

2. Two copies of a certificate of worker’s compensation insurance issued by an admittedinsurer, or

3. Two copies of a certificate of worker’s compensation insurance, certified by the Directorof Industrial Relations of the State of California or the insurer.

C. Two copies of certificates of insurance for the Bidder’s insurance policies specified in thesection entitled ”Indemnification & Insurance” of these special provisions.

D. If requested by SolTrans, complete copies of any insurance policy that provides coveragerequired under this Contract. If requested by the Contractor, SolTrans will return the policyafter having reviewed it.

Within 10 business-days after SolTrans receives the last of the above-listed documents, SolTranswill review the Contract documents and, if in order, will notify the Bidder that the Contract has beenapproved.

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SECTION 4. START OF JOB SITE ACTIVITIES, TIME OFCOMPLETION AND LIQUIDATED DAMAGES

4-1.01 GENERAL

Attention is directed to these special provisions and to the provisions in Section 8-1.04, “Start of JobSite Activities,” in Section 8-1.05, “Time,” and in Section 8-1.10, “Liquidated Damages,” of theStandard Specifications.

4-1.02 BEGINNING OF WORK

Section 8-1.04, “Start of Job Site Activities,” of the Standard Specifications is amended to read asfollows:

Following Contract approval, the Contractor shall accomplish the following items in strictcompliance with the Contract and to the Engineer’s satisfaction:

1 Submission of a “letter of responsibility” on company letterhead indicating (1) the namesand telephone numbers of at least three different persons who shall be available to becontacted in case of emergency at any time during the term of the Contract (Said personsmust have decision making authority within the company.) and (2) the name and title of eachofficial of the Contractor who will be authorized to sign Contract change orders, daily extrawork reports, and the final payment.

2. Preliminary 90-day Baseline CPM schedule for the work described herein. (Ref Section013216)

3.

The Engineer will issue a Notice to Proceed letter within 30 days after Contract approval.The Notice to Proceed letter will state the earliest date on which the Contractor maycommence work. The Contractor shall not commence work prior to (1) the date stated in theNotice to Proceed letter or (2) the above listed items being accomplished to the Engineer'ssatisfaction. Any work performed by the Contractor in violation of the preceding shall beconsidered as having been done by the Contractor at the Contractor's own risk and as avolunteer. Other than the submittals listed in the above table, the Engineers' review times forsubmittals will not begin until the working days for the project have begun.

For purposes of determining time of completion pursuant to the section entitled “Time ofCompletion” of these special provisions and Section 8-1.05, “Time,” of the StandardSpecifications, if the Contractor fails to accomplish all of the above listed items to theEngineer’s satisfaction within 10 business-days following the earliest date for starting workas stated in the Notice to Proceed letter, work will be deemed to commence on the 11thbusiness-day after the earliest date for starting work as stated in the Notice to Proceed letter,and each subsequent business-day until the Contractor accomplishes the above listed items tothe Engineer’s satisfaction will be considered to be a working-day as defined in Section 8-1.05, “Time,” of the Standard Specifications.

Provided the Contractor has accomplished all of the above listed items to the Engineer’ssatisfaction, the Contractor shall begin work within 10 working-days after the earliest date forstarting work as stated in the Notice to Proceed letter. Contractor shall diligently prosecute


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the work to completion within the time limit provided in the section entitled “Time ofCompletion” of these special provisions. For purposes of determining time of completionpursuant to the section entitled “Time of Completion” of these special provisions and Section8-1.05, “Time,” of the Standard Specifications, work will be deemed to commence on the daythe Contractor begins work or 11 working-days after the date specified in the Notice toProceed letter, whichever is earlier, and in accordance with Contract requirements.

The Contractor shall notify the Engineer, in writing, of the Contractor’s intent to begin workat least 2 business-days before work is begun.

4-1.03 TIME OF COMPLETION

Attention is directed to Section 4-1.02, “Beginning of Work,” of these special provisions, to Section011216 “Phasing” and to the provisions in Section 8-1.05, “Time,” of the Standard Specifications.The first paragraph in that section is amended to read as follows:

The Contractor shall complete all or any designated portion of the work called for under theContract in all parts and requirements, including all corrective punch list items, within thetime set forth in these special provisions.

The Contractor shall diligently prosecute the entire work to completion before the expiration of

270 CALENDAR DAYS

4-1.04 LIQUIDATED DAMAGES

Attention is directed to these special provisions and to the provisions of Section 8-1.10, “LiquidatedDamages,” of the Standard Specifications. The Contractor shall agree to this amount in accordancewith Government Code section 53069.85 by its sealed proposal in the full knowledge that actualdamages for such breach would be difficult to assess. This Section does not exclude recovery ofother damages as may be specified on the Contract Documents.

In addition to the liquidated damages specified in this provision, attention is directed to Section5-1.03, “Contract Close-Out Requirements,” of these special provisions, which establishes liquidateddamages for not closing out the paperwork promptly.

In the event the Contractor does not complete all of the work and/or the work of any Phase,described in the section entitled “Time of Completion” of these special provisions, the Contractorshall pay, as Liquidated Damages to SolTrans, the following amounts for each and every calendarday delay in finishing all of the work and/or the work of each Phase in excess of the number ofcalendar-days prescribed in the section entitled “Time of Completion” of these special provisions:

Completion of All Work .........................................................................................$1,000 per day

The Contractor agrees to complete all of its work required in the Contract documents, or anysubsequent revisions or modifications thereto, within the time specified in the Special Provisions,subject to Change Orders increasing or decreasing the time specified.


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SECTION 5 GENERAL

5-1.01 INDEMNIFICATION AND INSURANCE

5-1.01A GENERAL

Attention is directed to Section 7-1.05, “Indemnification,” of the Standard Specifications and tothese special provisions:

Each Indemnitee (additional insured), as defined in Section 5-1.01B, “ADDITIONALINSUREDS,” of these special provisions shall not be answerable or accountable in anymanner: for any loss or damage that may happen to the work or any part thereof; for any lossor damage to any of the materials or other things used or employed in performing the work;for injury to or death of any person, either workers or the public; or for damage to propertyfrom any cause which might have been prevented by the Contractor, or the Contractor’sworkers, or anyone employed by the Contractor.

The Contractor shall be responsible for any liability imposed by law and for injuries to ordeath of any person including but not limited to workers and the public, or damage toproperty resulting from defects or obstructions or from any cause whatsoever during theprogress of the work or at any time before its completion and final acceptance.

At the Contractor’s sole expense the Contractor shall defend, indemnify, save, and holdharmless each Authority Indemnitee, from all claims, suits, demands, causes of action, costs,expenses, liabilities, losses, damages or inquiries or actions of every name, kind anddescription, including but not limited to injuries or death of any person including but notlimited to workers and the public or damage to property, to the extent arising out of orincident to any acts, omissions or willful misconduct of Contractor, its officials, officers,employees, agents, consultants and Sub-Contractors arising out of or in connection with theperformance of the work or this Contract, including claims made by Sub-Contractors fornonpayment, including without limitation the payment of all consequential damages andattorney’s fees and other related costs and expenses except as otherwise provided by statute.

With respect to third party claims against the Contractor, the Contractor waives any and allrights to any type of express or implied indemnity against each Authority Indemnitee.

It is the intent of the parties that the Contractor will defend, indemnify, save, and holdharmless each indemnitee, as defined in Section 5-1.01B, “ADDITIONAL INSUREDS,” ofthese special provisions from any and all claims, suits, demands, causes of action, costs,expenses, liabilities, losses, damages or injuries or actions as set forth above regardless of theexistence or degree of fault or negligence on the part of each Authority Indemnitee, theContractor or any Sub-Contractor or employee thereof, other than the sole active negligenceor willful misconduct of an Authority Indemnitee, except as precluded by Civil Code section2782.

The Contractor’s expense in the event such injuries, losses or damages are directly and proximatelycaused by acts of the federal government or the public enemy shall be limited to the Contract Price.The Contractor’s expense in the event such injuries, losses or damages are proximately caused by anAct of God within the meaning of Public Contract Code section 7105 shall be limited to five percent


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(5%) of the Contract Price, provided that the work damaged was built in accordance with acceptedand applicable building standards and the Plans and Specifications.

The Contractor shall be required to carry, until final completion, Builder’s Risk Insurance to coverfully all loss or damage to the work at 100% replacement costs, jointly in the name of SolTrans andContractor, payable as their respective interest may appear.

5-1.01B ADDITIONAL INSUREDS

In accordance with Section 5-1.01A, “General,” of these special provisions and Section 7-1.05,“Indemnification,” of the Standard Specifications, the following entities and their successors andassigns, governing bodies or boards, board members, directors, officers, agents, employees,consultants, and sub-consultants shall be named as additional insured on all insurance coveragerequired under this Contract and shall be defended, indemnified, saved and held harmless to thesame extent as SolTrans. The insurance coverage shall contain no special limitations on the scopeof protection afforded to these additional insured.

The State of California111 Grand AvenueP.O. Box 23660Oakland, California 94623-0440

Solano County Transit (SolTrans)311 Sacramento StreetVallejo, CA 94590

City of Vallejo555 Santa Clara StreetVallejo, CA 94590

APSI Construction Management8885 ResearchIrvine, California 92618

Raymundo Engineering Co., Inc.390 N. Wiget Lane, Suite 150Walnut Creek, CA 94598

Interwest Consulting Group9300 West Stockton Boulevard, Suite 105Elk Grove, California 958758

Kimley-Horn100 West San Fernando Street, Suite 250San Jose, CA 95113


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5-1.03 CONTRACT CLOSE-OUT REQUIREMENTSThe Contractor shall be required to submit all outstanding project documents (including, but notlimited to, materials certifications, labor compliance documentation and all other required projectclose-out forms and documentation) to the Engineer within 30 days of the issuance of the ProposedFinal Estimate. If the 30th day does not fall on a business-day, then the Contractor shall submit theoutstanding documents to the Engineer no later than close of business on the next business-day.

Should the Contractor fail to submit the required project documents within the 30-day period, theContractor shall pay to SolTrans liquidated damages in the amount of $1,000.00 for each business-day until the documentation is received by the Engineer. Liquidated damages specified under thissection shall be in addition to liquidated damages specified in the section entitled “Beginning ofWork, Time of Completion and Liquidated Damages” in these special provisions.

In the event the Contractor provides a written statement of claims in accordance with the sectionentitled “Final Payment and Claims” of these special provisions, this special provision section,“Contract Close-out Requirements,” shall apply to all unrelated project documentation required toclose-out the project, including, but not limited to, materials certifications, labor compliancedocumentation and all other required project close-out forms and documentation.

5-1.04 FINAL PAYMENT AND CLAIMS

Attention is directed to Section 9-1.17D, “Final Payment and Claims,” of the StandardSpecifications.

The Contractor shall complete and submit the Release and Certificate of Final Payment included inthis section to the Engineer no later than close of business of the 30th day after receiving theproposed final estimate.

REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK


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SOLTRANS BUS MAINTENANCE FACILITY COMPRESSED NATURAL GASPROJECT

RELEASE AND CERTIFICATE OF FINAL PAYMENT

With reference to, and each and every Change Order, between __________________ (hereafter referredto as CONTRACTOR) and SOLANO COUNTY TRANSIT (hereafter referred to as SOLTRANS), forconstructing the above named project, CONTRACTOR hereby certifies and represents that it has madefull payment to all persons and entities of all costs, charges and expenses incurred by it or on its behalf forlabor, services, equipment and materials supplied to CONTRACTOR by such persons and entities inconnection with its performance of the work under said Contract.

CONTRACTOR further certifies that to its best knowledge and belief, each of its Sub-Contractors andsuppliers has made full payment of all costs, charges and expenses incurred by it or on its behalf of worklabor, services, materials and equipment supplied and/or used by it in connection with CONTRACTOR’swork under said Contract.

In consideration of the receipt, which receipt is hereby acknowledged, of an aggregate amount of Dollars ($ )for all work performed pursuant to the Contract, including the adjusting payment, CONTRACTORhereby unconditionally and fully releases and forever discharges SOLTRANS and its officers, employees,agents, consultants, volunteers, premises and property from all claims, liens and obligations of everynature, presently known or unknown, arising out of or in connection with the performance of saidContract and all Change Orders thereto except:

CONTRACTOR expressly waives all rights or benefits which it now has, or in the future may have, underthe terms of Section 1542 of the Civil Code of the State of California, which provides as follows:

A general release does not extend to claims which the creditor does not know or suspect toexist in its favor at the time of executing the release, which if known to it must havematerially affected its settlement with the debtor.

As additional consideration for all payments mentioned above, including the final adjusting payment, ifany, CONTRACTOR agrees to indemnify and hold harmless SOLTRANS, the Department ofTransportation of the State of California, and their respective successors, assigns and consultants, andtheir respective officers, directors, agents, employees and subconsultants, including but not limited to theDirector and the Engineer, from and against all costs, losses, damages, claims, causes of action,judgments and expense, including attorneys' fees, arising out of or in connection with claims againstSOLTRANS which arise out of the performance of the work under the Contract and which may beasserted by CONTRACTOR or any of its suppliers, subconsultants of any tier, or any of theirrepresentatives, officers, agents or employees.

Nothing contained in this Release and Certificate of Final Payment shall have any effect upon, nor beconstrued in any way to relieve CONTRACTOR of its obligations under the provisions of the aboveContract and all Change Orders thereto, if any, which by their nature survive completion of the workincluding, without limitation, warranties, guaranties and indemnities.

Executed this day of ,

_______________________________CONTRACTOR’S SIGNATURE


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5-1.05 PLANS AND WORKING DRAWINGS

When the Contract requires working drawings to be submitted to the Office of Structure Design,the drawings shall be submitted to the Engineer.

5-1.06 EXAMINATION OF PLANS, SPECIFICATIONS, CONTRACT, AND SITEOF WORK

Attention is directed to Section 2-1.30, “Job Site and Document Examination,” of the StandardSpecifications.

Where SolTrans has made investigations of site conditions, including subsurface conditions inareas where work is to be performed under the Contract, bidders or Contractors may, uponwritten request, inspect the records of SolTrans as to those investigations subject to and upon theconditions hereinafter set forth.

SolTrans makes the following supplemental project information available:

Supplemental Project Information

Means DescriptionAvailable for examination during normal businesshours at the SolTrans office at 311 SacramentoStreet, Vallejo, CA or available for purchase fromBPXpress, 4740 East 2nd St # 29 Benicia, CA94510-1024, (707) 745-3593

·

5-1.07 DIFFERING SITE CONDITIONS

Attention is directed to Section 4-1.06, "Differing Site Conditions," of the StandardSpecifications and these special provisions.

The Contractor will be allowed 15 days from the notification of the Engineer's determination ofwhether or not an adjustment of the Contract is warranted, in which to file a notice of potentialclaim in conformance with the provisions of Section 5-1.43, “Potential Claims and DisputeResolution," of the Standard Specifications and as specified herein; otherwise the decision of theEngineer shall be deemed to have been accepted by the Contractor as correct. The notice ofpotential claim shall set forth in what respects the Contractor's position differs from theEngineer's determination and provide any additional information obtained by the Contractor,including but not limited to additional geotechnical data. The notice of potential claim shall beaccompanied by the Contractor's certification that the following were made in preparation of thebid: a review of the Contract, a review of the "Materials Information,” a review of the log of testborings and other records of geotechnical data to the extent they were made available to biddersprior to the opening of bids, and an examination of the conditions above ground at the site.Supplementary information, obtained by the Contractor subsequent to the filing of the notice ofpotential claim, shall be submitted to the Engineer in an expeditious manner.


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5-1.08 LABORATORY

When a reference is made in the specifications to the "Laboratory," the reference shall mean thelaboratories authorized by the Engineer to test materials and work involved in the Contract.

5-1.09 TESTING

Testing of materials and work shall conform to the provisions in Section 6-3, "Quality," of theStandard Specifications and these special provisions.

Whenever the provisions of Section 6-3, "Quality," of the Standard Specifications refer to testsor testing, it shall mean tests to determine the acceptability of the materials and work.

The Engineer will deduct the costs for testing of materials and work found to be unacceptable, asdetermined by the tests performed by the Department, and the costs for testing of materialsources identified by the Contractor which are not used for the work, from moneys due or tobecome due to the Contractor. The amount deducted will be determined by the Engineer. Thistesting, includes, but is not limited to, compaction, gradation, concrete testing, and any othertesting identified by a California Test Method (CTM). Testing of offsite material sources shallbe considered quality control testing and the sole responsibility of the Contractor.

5-1.10 CONTRACT BONDS

Attention is directed to the provisions in Section 3-1.05, “Contract Bonds,” of the StandardSpecifications and to these special provisions.

The Authority shall be the obligee on all bonds furnished by the Contractor under the Contract.

The last sentence of Section 3-1.05, “Contract Bonds,” of the Standard Specification is amendedto read as follows: “SolTrans furnishes the successful bidder with bond forms.”

Sureties on each bond required of the Contractor shall be an insurer admitted to transact suretyinsurance in the State of California and shall be satisfactory to SolTrans.

The second and third paragraphs of Section 3-1.05, “Contract Bonds,” of the StandardSpecification is replaced by the following sections entitled “Performance Bond” and “PaymentBond.”

5-1.10A PERFORMANCE BOND

The Contractor shall provide, at the time of the execution of the Contract for the work, at its ownexpense, a surety bond in an amount equal to at least one hundred percent (100%) of the Contractprice as security for the faithful performance of said Contract. The form of said bond is includedin this section.

This Performance Bond shall be retained by SolTrans for twelve (12) months followingacceptance of the Contract by SolTrans, in conformance with the section entitled “Acceptance of


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Contract” of these special provisions, to guarantee correction of all failures attributable toworkmanship and / or materials.

The Contractor shall renew and replace any bond that SolTrans, in its sole opinion, deemsinsufficient. The Contractor shall also renew and replace any bond where SolTrans has foundthe surety to be unsatisfactory. The Contractor shall not cancel or reduce any required bondwithout first providing SolTrans with 30 days prior written notice. The Contractor shall effect thereplacement or renewal of the effected bond within 10 days of receiving written notice fromSolTrans. SolTrans will not make any further payments and no further payments shall bedeemed due under the Contract until the Contractor has provided SolTrans with a replacement orrenewal bond acceptable to SolTrans.



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Bond No:

PERFORMANCE BOND

WHEREAS, the Solano County Transit, hereafter referred to as “Obligee,” has awarded to«insert Contractor’s name here», an «insert business form here, e.g. “California Corporation”»,hereafter referred to as “Principal,” a Contract for the work described as follows: «insert projecttitle here exactly as it was stated in the Contract».

AND, WHEREAS, Principal is required to furnish a bond in connection with said Contract,guaranteeing the faithful performance of its obligation thereunder.

NOW, THEREFORE, Principal and ______________________________________________,(Surety’s Name)

A (an)___________________, hereafter referred to as “Surety ,” an admitted surety insurer inthe

(Business form, e.g. “California corporation”)State of California, and their successors and assigns, are held jointly and severally and firmlybound unto the Obligee in the sum of «insert amount in words, e.g., One million; Nine-hundred,Fifty-eight Thousand; Six-hundred, Seventy-eight Dollars and Fifty Cents» ($«insert amount infigures»)

THE CONDITION OF THIS OBLIGATION IS SUCH,

That if Principal shall faithfully perform all of its obligations under said Contract, then thisobligation shall be null and void; otherwise it shall be in full force and effect.

Said Contract is incorporated by reference herein.

Whenever Principal shall be, and is declared by Obligee to be, in default under said Contract,provided that Obligee is not then in material default thereunder, Surety shall promptly:

(a) remedy such default;

(b) complete the performance of Principal’s obligations under said Contract in accordancewith the terms and conditions of said Contract then in effect; or

(c) obtain a bid or bids for completing the performance of Principal’s obligations under saidContract in accordance with the terms and conditions of said Contract then in effect, andupon determination by Surety of the lowest responsive, responsible bidder (or, if Obligeeelects, upon determination by Obligee and Surety jointly of the lowest responsive,responsible bidder), arrange for a Contract between such bidder and Obligee, and makeavailable as work progresses (even though there should be a default or a succession ofdefaults under such Contract or Contracts of completion arranged under this paragraph),sufficient funds to pay the cost of completion, but not exceeding, excluding other costsand damages for which Surety is liable hereunder, the sum specified in this bond.


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No alteration, modification or supplement to said Contract or the nature of the work to beperformed thereunder, including without limitation any extension of time for performance, shallin any way affect the obligations of Surety under this bond, provided that the aggregate dollaramount of change orders issued, without Surety’s prior written consent thereto having beenobtained, does not increase said Contract price by more than 10%. Surety waives notice of anyalteration, modification, supplement or extension of time which results in an increase in saidContract price of 10% or less.

If any action is commenced on this bond by Obligee, in addition to the sum specified above,Principal and Surety, and their successors and assigns, jointly and severally shall be obligated topay to Obligee all costs, attorneys’ fees and other expenses incurred by Obligee in enforcing theterms of this bond.

No right of action shall accrue under this bond to or for the use of any entity other than theObligee or its successors and assigns.

Dated: ____________________________________ «INSERT PRINCIPAL’S NAMEHERE»

«Insert the appropriate signature blockdependent on the business form of theContractor, e.g., sole proprietorship,partnership, corporation or joint venture.»

Correspondence or claims relating to this bond should be sent to the Surety atthe following address:__________________________________________

__________________________________________

__________________________________________

__________________________________________Surety’s name printed or typed

By: ______________________________________Signature

Attorney-in-fact

NOTE: Signatures of those executing for the Surety must be properly acknowledged, and aPower of Attorney must be attached.



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5-1.10B PAYMENT BOND

The Contractor shall also provide, at the time of the execution of the Contract for the work, at itsown expense, a separate surety bond in an amount equal to at least one hundred percent (100%)of the Contract price meeting the requirements of Civil Code Section 9554. The form of saidbond is included in this section.

The Contractor shall renew and replace any bond that SolTrans, in its sole opinion, deemsinsufficient. The Contractor shall also renew and replace any bond where SolTrans has foundthe surety to be unsatisfactory. The Contractor shall not cancel or reduce any required bondwithout first providing SolTrans with 30 days prior written notice. The Contractor shall effectthe replacement or renewal of the effected bond within 10 days of receiving written notice fromSolTrans. SolTrans will not make any further payments and no further payments shall bedeemed due under the Contract until the Contractor has provided SolTrans with a replacement orrenewal bond acceptable to SolTrans.



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Bond No: _____________________

PAYMENT BOND(Section 9550, Civil Code)

WHEREAS, Solano County Transit, hereafter referred to as “Obligee,” has awarded to «insertContractor’s name here», an «insert business form here, e.g. “California Corporation”», hereafterreferred to as “Principal,” a Contract for the work described as follows: «insert projectdescription here exactly as it was stated in the Contract.»

AND, WHEREAS, Principal is required to furnish a bond in connection with said Contract,guaranteeing the payment of claims as described in Civil Code Section 9554.

NOW, THEREFORE, Principal and ______________________________________________,(Surety’s Name)

a (an)___________________, hereafter referred to as “Surety ,” an admitted surety insurer in the(Business form, e.g. “California corporation”)

State of California, and their successors and assigns, are held jointly and severally and firmlybound unto the Obligee in the sum of «insert amount in words, e.g., One million; Nine-hundred,Fifty-eight Thousand; Six-hundred, Seventy-eight Dollars and Fifty Cents» ($«insert amount infigures»)

THE CONDITION OF THIS OBLIGATION IS SUCH,

That if Principal or its Sub-Contractors shall fail to pay any of the persons named in Civil CodeSection 9100, or amounts due under the Unemployment Insurance Code with respect to work orlabor performed under said Contract, or any amounts required to be deducted, withheld, and paidover to the Employment Development Department from wages of employees of the Principal andits Sub-Contractors pursuant to Section 13020 of the Unemployment Insurance Code, withrespect to such work and labor, that the Surety will pay for the same in an amount not exceedingthe sum specified in this bond, otherwise the above obligation shall be void. In case suit isbrought upon this bond, the Surety will pay a reasonable attorney’s fee to be fixed by the court.

Said Contract is incorporated by reference herein.

No alteration, modification or supplement to said Contract or the nature of the work to beperformed thereunder, including without limitation any extension of time for performance, shallin any way affect the obligations of Surety under this bond. Surety waives notice of any suchalteration, modification, supplement or extension of time

This bond shall inure to the benefit of any of the persons named in Civil Code Section 9100 as togive a right of action to such persons or their assigns in any suit brought upon this bond.


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Dated: ____________________________________ «Insert Principal’s name here»

«Insert the appropriate signature blockdependent on the business form of theContractor, e.g., sole proprietorship,partnership, corporation or joint venture.»

Correspondence or claims relating to this bondshould be sent to the Surety at the followingaddress:__________________________________________

__________________________________________

__________________________________________

__________________________________________Surety’s name printed or typed

By: ________________________________Signature

Attorney-in-fact

NOTE: Signatures of those executing for the Surety must be properly acknowledged, and aPower of Attorney must be attached.


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5-1.11 LABOR NONDISCRIMINATION

Attention is directed to the following Notice that is required by Chapter 5 of Division 4 of Title2, California Code of Regulations.

NOTICE OF REQUIREMENT FOR NONDISCRIMINATION PROGRAM(GOV. CODE, SECTION 12990)

Your attention is called to the "Nondiscrimination Clause", set forth in Section 7-1.02I(2),"Nondiscrimination," of the Standard Specifications, which is applicable to all nonexemptState Contracts and Sub-Contracts, and to the "Standard California NondiscriminationConstruction Contract Specifications" set forth therein. The specifications are applicable toall nonexempt State construction Contracts and Sub-Contracts of $5000 or more.

5-1.12 LABOR COMPLIANCE MONITORING

This project is financed in part by Federal funds and is therefore subject to the requirements ofthe Davis-Bacon Act. The bidder is referred to the section entitled “Payrolls and basic records”of Exhibit D “DAVIS-BACON AND COPELAND ANTI-KICKBACK ACTS”, of these SpecialProvisions.

5-1.13 BLANK

5-1.14 REMOVAL OF ASBESTOS AND HAZARDOUS SUBSTANCES

When the presence of asbestos or hazardous substances are not shown on the plans or indicatedin the specifications and the Contractor encounters materials which the Contractor reasonablybelieves to be asbestos or a hazardous substance as defined in Section 25914.1 of the Health andSafety Code, and the asbestos or hazardous substance has not been rendered harmless, theContractor may continue work in unaffected areas reasonably believed to be safe. TheContractor shall immediately cease work in the affected area and report the condition to theEngineer in writing.

In conformance with Section 25914.1 of the Health and Safety Code, removal of asbestos orhazardous substances including exploratory work to identify and determine the extent of theasbestos or hazardous substance will be performed by separate Contract.

If delay of work in the area delays the current controlling operation, the delay will be considereda right of way delay and the Contractor will be compensated for the delay in conformance withthe provisions in Section 8-1.07, "Delays," of the Standard Specifications.

5-1.15 SUB-CONTRACTING

Attention is directed to the provisions in Section 5-1.13, "Sub-Contracting," of the StandardSpecifications and these special provisions.


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5-1.16 PROMPT PROGRESS PAYMENT TO SUB-CONTRACTORS

Attention is directed to the provisions in Sections 10262 and 10262.5 of the Public ContractCode and Section 7108.5 of the Business and Professions Code concerning prompt payment toSub-Contractors.

5-1.17 RESPONSIBILITY TO OTHER ENTITIES

The Contractor shall be responsible for any liability imposed by law and for injuries to or deathof any person including, but not limited to, workers and the public or damage to property, andshall indemnify and save harmless any county, city or district, its officers and employeesconnected with the work, within the limits of which county, city or district the work is beingperformed, all in the same manner and to the same extent conforming to the provisions inSection 7-1.05, "Indemnification," of the Standard Specifications, for the protection of SolTransIndemnitees connected with the work.

5-1.18 AREAS FOR CONTRACTOR’S USE

Attention is directed to Section 5-1.20, “Coordination with Other Entities,” and Section 5-1.32,“Areas For Use” of the Standard Specifications and these special provisions.

The area for the Contractor’ use shall be used only for purposes that are necessary to perform therequired work.

5-1.19 PAYMENTS

A. Within ten (10) days after signing the Contract, but in any event prior to the first applicationfor payment, Contractor shall submit to Engineer and Owner’s Representative a Schedule ofValues / cost breakdown of the Contract Sum. The cost breakdown shall itemize, as separate lineitems, the cost of each Work activity, to a level of detail as directed by the Engineer, and allassociated costs, including but not limited to warranties, as-built documents, overhead expenses,and the total allowance for profit. Insurance and bonds shall each be listed as separate line items.The total of all line items shall equal the Contract Sum. The cost breakdown, when accepted bythe Engineer, shall become the basis for determining the cost of work performed for theContractor's applications for payment.

B. On or before the first (1st) day of the month, Contractor shall submit to Engineer an itemizedapplication for payment for the cost of the work in permanent place, which has been completedin accordance with the Contract Documents as of the last day of the preceding month, lessamounts previously paid. The application for payment shall be prepared in a form acceptable tothe Engineer (AIA Document G702 format or approved equal), and shall contain itemizedamounts in accordance with the cost breakdown. The applications for payment shall not includerequests for payment on account of changes which have not been authorized by Change Orders,or for amounts Contractor does not intend to pay a subcontractor because of a dispute or otherreason.


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C. Each progress pay request constitutes a representation by Contractor to SolTrans that all workperformed by Contractor as of the date of the request, has been performed in strict compliancewith the Contract Documents.

D. If requested by SolTrans, an application for payment shall be accompanied by a summaryshowing payments that will be made to subcontractors covered by such application, andunconditional waivers and releases of claims and stop notices, from Contractor and eachsubcontractor listed in the preceding application for payment covering sums disbursed pursuantto that preceding application for payment.

E. Contractor warrants that upon submittal of each application for payment, all work for whichcertificates of payment have been previously issued and payment has been received fromSolTrans, shall be free and clear of all claims, stop notices, security interests, and encumbrancesin favor of Contractor, subcontractors or other persons or firms entitled to make claims by reasonof having provided labor, materials, or equipment related to the work.

F At the sole discretion of SolTrans, the Engineer may approve for inclusion in the ApplicationFor Payment the cost of materials not yet incorporated in the Work but already delivered andsuitably stored either at the Project site or at some other appropriate location acceptable toSolTrans. In such case, Contractor shall furnish evidence satisfactory to Engineer: (1) of the costof such materials and (2) that such materials are under the exclusive control of Contractor. Onlymaterials to be incorporated in the Work will be considered for payment. Any payment shall notbe construed as acceptance of such materials nor relieve Contractor from sole responsibility forthe care and protection of such materials; nor relieve Contractor from risk of loss to suchmaterials from any cause whatsoever; nor relieve Contractor from its obligation to complete theWork in accordance with the Contract; nor act as a waiver of the right of SolTrans to requirefulfillment of all terms of the Contract. Nothing contained within this Section shall be deemed toobligate SolTrans to agree to payment for any non-incorporated materials or any part thereof,payment being in the sole and absolute discretion of SolTrans.

G. Payment of all, or any part, of an application for payment may be withheld, a certificate ofpayment may be withheld, all or part of a previous certificate for payment may be nullified andthat amount withheld from a current certificate for payment, or SolTrans may withhold from anEngineer's certificate for payment, on account of any of the following: (1) Defective work not remedied; (2) Third - party claims against Contractor or SolTrans arising from the acts or omissions of Contractor or subcontractors; (3) Stop notices; (4) Failure of Contractor to make timely payments due to subcontractors for material or labor; (5) A reasonable doubt that the work can be completed for the balance of the Contract Sum then unpaid; (6) Damage to SolTrans or others for which Contractor is responsible; (7) Reasonable evidence that the work cannot be completed within the Contract Time, and the unpaid balance of the Contract Sum would not be adequate to complete the work and cover SolTrans's damages for the anticipated delay;


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(8) Failure of Contractor to maintain, update, and submit record documents; (9) Failure of Contractor to submit schedules or their updates as required by the Contract Documents; (10) Performance of the work by Contractor without properly processed shop drawings; (11) Liquidated damages assessed; (12) Any other failure of Contractor to perform its obligations under the Contract Documents.

H. Within thirty (30) days of receipt of an approved certificate for payment, properly executedby the Contractor, Owner’s Representative (if any), and Engineer, SolTrans agrees to payContractor, subject to all of the terms and conditions of these Contract Documents, an amountequal to ninety five percent (95%) of the sum of the following: (a) Cost of the work in permanent place as of the end of the preceding month as set forth and approved on the certificate for payment; (b) Less amounts previously paid; (c) Less amounts withheld by SolTrans as allowed in the Contract Documents.

I. Within thirty five (35) days of recordation of a Notice of Completion, SolTrans agrees to payContractor, subject to all of the terms and conditions of these Contract Documents, the remainingcontract balance, after all offsets and subject to the withholding of amounts due from Contractor.

5-1.20 CHANGES IN THE WORK

A. SolTrans reserves the right to make changes to the work. Changes in the work made bySolTrans may or may not involve a change to the Contract Sum or the Contract Time. Changesin the work by SolTrans may only be made in writing signed by a representative of SolTransauthorized to make the specific change identified in the writing.

B. SolTrans may request that Contractor provide SolTrans with estimated costs, if any, forproposed changes to the work. If requested, Contractor agrees to provide SolTrans with detailed,itemized costs for proposed changes to the work and scheduling data demonstrating the impact,if any, of the proposed changes to the work on the Contract Time, within 7-days of request.

Changes to the Contract Sum or Contract Time, may only be made by a written Change Order onthe SolTrans Change Order Form, signed by the Contractor and SolTrans. A Change Order mayutilize any one or more of the following pricing methods for an increase or decrease in theContract Sum:

i. Lump Sum Price - By an acceptable lump sum proposal from the Contractor. Lumpsum proposals provided by Contractor shall not include costs or markups greater than the costsor markups permitted for Force Account work, as set forth below.

ii. Unit Prices - By unit prices fixed by agreement between SolTrans and theContractor.

iii. Force Account - By ordering the Contractor to proceed with the work and to keepand present in such form as the Engineer or Owner’s Representative may direct, a correct


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account of the cost of the change, together with all vouchers therefore. The Contractor may bepaid for labor, materials, and equipment rental actually used on changed work as follows:

(1) Labor - the Contractor will be paid the reasonable cost of labor for the workmen(including foremen when authorized in writing by the Owner’s Representative), used in theactual and direct performance of the work. The cost of labor, whether the employer is theContractor, subcontractor, or other forces, will be the sum of the following:

(1-1) Actual Wages - The actual wages paid shall include any reasonable employerpayments to or on behalf of the workmen for health and welfare, pension, vacation, and similarpurposes.

(1-2) Labor Surcharge - The labor surcharge to be added to the actual wages shall bethe reasonable cost of all additional payments made to, or on behalf of the workers, other thanactual wages, as required by State or Federal laws, including by way of example but not limitedto, workers' compensation, SUTA, FUTA and FICA.

(1-3) Subsistence and Travel Allowance - The actual reasonable and necessarysubsistence and travel allowance paid to such workers.

(2) Materials - The actual cost of the materials to the purchaser, whether theContractor, a subcontractor, or other forces. The Contractor shall furnish satisfactory evidence ofthe actual cost of such materials. SolTrans reserves the right to furnish such materials as it deemsadvisable, and the Contractor shall have no claims for costs or profit on such SolTrans furnishedmaterials.

(3) Equipment - The use of equipment shall be paid for at the rates listed for suchequipment in the current compilation of rental rates of the State of California, Division ofHighways, applicable to the local City or competitive local rental rates of established rentalagencies serving the area of the work, whichever is less. If the equipment is not shown on theabove-mentioned list, Contractor shall be paid such hourly rental rates as are agreed upon by theContractor and the Owner’s Representative prior to use of the equipment, except that in no caseshall such agreed rate exceed the rental rates of established distributors or equipment rentalagencies serving the area, plus thirty three and one-third percent (33-1/3%) for the cost of fuel,oil, lubrication, and field repairs and maintenance.

a. If the equipment is moved onto the work and used exclusively for extra work, theContractor will be paid for the cost of transporting it to the job and returning it to its originallocation. The rental period shall begin when the equipment is unloaded at the site of the extrawork, and shall include each day that the equipment is at the site of, and performing or utilizedfor, such extra work, excluding Saturdays, Sundays, and legal holidays, unless extra work isperformed on such days, and shall terminate at the end of the day on which such extra work iscompleted or the Owner’s Representative directs the Contractor to discontinue the use of suchequipment.

b. The rental time to be paid for equipment already on the work, or which is used forother than such extra work, shall be the actual and reasonable time the equipment is in operationon the extra work, plus the time required to move the equipment to the site of the extra work andreturn it to its original location.

(4) To the totals as computed above, may be added the following percentages forprofit and overhead, which such markup shall be full compensation for Contractor and allsubcontractors regardless of tier, for all items of overhead including but not limited to,superintendence, project management, field overhead, home office overhead (absorbed and


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unabsorbed), Contractor bonds, insurance, general conditions, suspensions, delays, clean-up,safety meetings, mandated programs and processing of Claim and Change Order documents:

· Labor Fifteen Percent (15%)· Materials Fifteen Percent (15%)· Equipment Rental Fifteen Percent (15%)

(5) For changed work performed in whole or in part by a subcontractor regardless oftier, compensation for such work shall be based on the direct costs allowed above and as listed inthe subcontractor's portion of the proposal plus the above percentages. The Contractor may addten percent (10%) to the subcontractor's proposal for overhead and profit plus actual cost ofsubcontractor's bond when incurred not to exceed one percent (1%) markup. Overhead and profitfor all tiers of Contractor and subcontractors shall in no event exceed fifteen percent (15%) of thecost of the work. Distribution of the overhead and profit among the Contractor and thesubcontractors is the responsibility of the Contractor.

D. For a decrease in the Contract Sum due to changes in the work, the Contract Sumshall be decreased by that portion of the Contractor’s bid allocated to the deleted work, plusmarkup for overhead and profit. For a decrease in the Contract Time due to changes in the work,the Contract Time shall be decreased by that portion of the Contractor’s initial (as-planned)schedule allocated to the deleted work.

5-1.21 SOUND CONTROL REQUIREMENTS

The Contractor shall comply with all local sound control and noise level rules, regulations andordinances which apply to any work performed pursuant to the Contract.

Each internal combustion engine, used for any purpose on the job or related to the job, shall beequipped with a muffler of a type recommended by the manufacturer. No internal combustionengine shall be operated on the project without the muffler.

The Contractor shall comply with all sound control and noise level laws, rules, regulations andordinances, which apply to any work performed pursuant to the Contract.

Each internal combustion engine, used for any purpose on the job or related to the job, shall beequipped with a muffler of a type recommended by the manufacturer. No internal combustionengine shall be operated on the project without said muffler.

The noise level from the Contractor's operations shall not exceed 80 dBA at a distance of 50 feetbetween the hours of 7:00 a.m. and 6:00 p.m. Construction activities shall be restricted to thehours of 7:00 a.m. to 6:00 p.m. Monday-Saturday. No construction on Sundays or Federalholidays.

Said noise level requirement shall apply to all equipment on the job or related to the job,including but not limited to trucks, transit mixers or transient equipment that may or may not beowned by the Contractor. The use of loud sound signals shall be avoided in favor of lightwarnings except those required by safety laws for the protection of personnel.


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Full compensation for conforming to the requirements of this section shall be considered asincluded in the prices paid for the various Contract items of work involved and no additionalcompensation will be allowed therefor.

5-1.22 PROJECT APPEARANCE

The Contractor shall maintain a neat appearance to the work.

In areas visible to the public, the following shall apply:

A. Broken concrete and debris shall be disposed of concurrently with its removal. Ifstockpiling is necessary, the material shall be removed or disposed of weekly.

B. Trash bins shall be furnished for debris from structure construction. Debris shall beplaced in trash bins daily. Forms or falsework that are to be re-used shall be stackedneatly concurrently with their removal. Forms and falsework that are not to be re-usedshall be disposed of concurrently with their removal.

C. All trash, debris, and recycle bins, cans or containers of any kind shall have a closeabletop and shall be closed tightly at the end of each shift on each day. No debris shall bevisible through covering. Failure of the Contractor to cover bins, cans or containers eachday shall result in a $500 deduction for each occurrence. This deduction is in addition toall other retentions or deductions identified elsewhere in these Special Provisions.

Full compensation for conforming to the provisions in this section, not otherwise provided for,shall be considered as included in prices paid for the various Contract items of work involvedand no additional compensation will be allowed therefor.

5-1.23 REFERENCES TO INDEMNIFIED AND NON-RESPONSIBLE PARTIES

The indemnified and non-responsible parties set forth in Section 7-1.02, “Laws,” and Section 7-1.08, “Personal Liability,” of the Standard Specifications are amended to include each AuthorityIndemnitee.

5-1.24 PREVAILING WAGE

This project is financed in part by Federal funds and is therefore subject to the requirements ofthe Davis-Bacon Act. The bidder is referred to Exhibit D “DAVIS-BACON AND COPELANDANTI-KICKBACK ACTS”, of these Special Provisions.

Pursuant to Section 1700, and following, of the California Labor Code, the Contractor shall paynot less than the prevailing rate of per diem wages as determined by the Director of theCalifornia Department of Industrial Relations. Copies of such prevailing rate of per diem wagesare available on the California Department of Industrial Relations’ Internet Web Site athttp://www.dir.ca.gov and are on file at SolTrans' offices, which shall be made available to anyinterested party on request. The Contractor shall forfeit, as penalty to SolTrans, Fifty Dollars($50.00) for each calendar day or portion thereof, for each workman paid less than the stipulatedprevailing rates for any work done under the contract by it or by any subcontractor under it, inviolation of the provisions of such Labor Code.


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The Contractor shall post a copy of the general prevailing rates per diem wages in a conspicuousplace at the job site forthwith upon undertaking the public work called for herein. TheContractor shall also keep an accurate certified payroll record in accordance with requirementsset forth in Section 1776 of the Labor Code of the State of California and these ContractDocuments.

If there is a difference between the minimum wage rates predetermined by the U.S. Secretary ofLabor and the general prevailing wage rates determined by the Director of the CaliforniaDepartment of Industrial Relations for similar classifications of labor, the Contractor andsubcontractors shall pay not less than the higher wage rate. The Department will not acceptlower State wage rates not specifically included in the Federal minimum wage determinations.This includes "helper" (or other classifications based on hours of experience) or any otherclassification not appearing in the Federal wage determinations. Where Federal wagedeterminations do not contain the State wage rate determination otherwise available for use bythe Contractor and subcontractors, the Contractor and subcontractors shall pay not less than theFederal minimum wage rate, which most closely approximates the duties of the employees inquestion

5-1.25 ACCEPTANCE OF CONTRACT

Section 9-1.17, “Payment After Contract Acceptance,” of the Standard Specifications is modifiedto read as follows:

When the Engineer has made the final inspection as provided in Section 5-1.46,“Final Inspection & Contract Acceptance,” of the Standard Specifications anddetermines that the Contract work has been completed in all respects in accordancewith the plans and specifications, the Engineer will recommend that SolTransformally accept the Contract, and 30 Business Days after the acceptance by SolTrans,the Contractor will be relieved of the duty of maintaining and protecting the work as awhole. In addition, the action by SolTrans will relieve the Contractor of responsibilityfor injury or damage to the work resulting from use by public traffic or from theaction of the elements or from any other cause but not from injury or damageresulting from the Contractor's negligence.

5-1.26 STOP NOTICES

SolTrans may at its option and at any time demand that the Contractor remove any claims, filedpursuant to Section 9000 et seq. of the Civil Code. Alternatively, SolTrans may at its option andin addition to other amounts properly retained under this Contract, SolTrans will deduct fromprogress payments an amount equal to 125% of the value claimed under a stop notice filed withSolTrans for labor, materials, supplies, equipment or other things of value furnished to orincorporated into the project for which payment was not received. SolTrans may release suchfunds upon receipt of evidence satisfactory to it that the Contractor has resolved such claim bysettlement, stop notice bond or otherwise.


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5-1.27 PAYMENT OF WITHHELD FUNDS

SolTrans will withhold five (5) percent of all progress payments as retention. Retention will bepaid to the Contractor on the Final Payment.

The Contractor shall have the right to substitute securities for the retention pursuant to theprocedures contained in Public Contract Code Section 22300. No such substitution shall beaccepted until such securities have been approved by SolTrans as qualifying for substitution, thevalue of such securities has been established to SolTrans' reasonable satisfaction, the parties haveentered into an escrow agreement (if the securities are to be held in escrow) in form substantiallysimilar to that contained in Section 22300, and all documentation necessary for assignment of thesecurities to SolTrans or to the escrow agent, as appropriate, has been delivered in formreasonably satisfactory to SolTrans.

If the Contractor has substituted securities for any of the retention, then SolTrans may requestthat such securities be revalued from time to time, but not more often than monthly. Suchrevaluation shall be made by a person or entity designated by SolTrans and approved by theContractor. If such revaluation results in a determination that such securities have a marketvalue which is less than the amount of retention for which they were substituted, thennotwithstanding anything to the contrary contained in the Contract, the amount of the retentionrequired under the Contract shall be increased by such difference in market value. Suchincreased retention shall be withheld from the next progress payment(s) due the Contractor underthe Contract.

5-1.28 ARBITRATION AND CLAIMS

Section 5-1.43, “Potential Claims and Dispute Resolution,” of the Standard Specifications isamended by adding the following:

The supplemental notice of potential claim and the full and final documentation of potentialclaim must be fully consistent with the initial notice of potential claim and may not contain anyclaims or items not clearly covered in the initial notice of potential claim and must comply withthe California False Claims Act.

This Contract shall not be subject to the State Contract Act, including without limitation thearbitration remedy provided in Public Contract Code Section 10240.

Attention is directed to the provisions of Government Code Sections 900 and following,concerning the procedures to be followed when filing claims against the Agency. All claimsshall be filed with the Clerk of the Board of the Solano County Transit. Forms specifying theinformation to be contained in claims against the Agency may be obtained from the Clerk of theBoard of the Solano County Transit.

All claims shall be submitted in writing and accompanied by substantiating documentation.Claims must be filed on or before the date of final payment unless other notice requirements areprovided in the Contract. "Claim" means a separate demand by the Contractor for (1) a time


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extension, (2) payment of money or damages arising from work done by or on behalf of theContractor and payment of which is not otherwise expressly provided for or the Contractor is nototherwise entitled, or (3) an amount the payment of which is disputed by SolTrans.

Pursuant to Public Contract Code Section 20104(a), all claims by Contractor of $375,000 or lessare subject to Article 1.5 (commencing with Section 20104) of Chapter 1 of Part 3 of the PublicContract Code, which is incorporated into the Contract and which provides as follows:

ARTICLE 1.5Resolution of Construction Claims

§20104.

(a) (1) This article applies to all public works claims of three hundred seventy-five thousanddollars ($375,000) or less which arise between a Contractor and a local agency.

(2) This article shall not apply to any claims resulting from a Contract between aContractor and a public agency when the public agency has elected to resolve anydisputes pursuant to Article 7.1 (commencing with Section 10240) of Chapter 1 of Part 2.

(b) (1) "Public work" means "public works contract" as defined in Section 1101 but does notinclude any work or improvement contracted for by the state or the Regents of theUniversity of California.

(2) "Claim" means a separate demand by the Contractor for (A) a time extension, (B)payment of money or damages arising from work done by or on behalf of the Contractorpursuant to the Contract for a public work and payment of which is not otherwiseexpressly provided for or the claimant is not otherwise entitled to, or (C) an amount thepayment of which is disputed by the local agency.

(c) The provisions of this article or a summary thereof shall be set forth in the plans orspecifications for any work which may give rise to a claim under this article.

(d) This article applies only to Contracts entered into on or after January 1, 1991.

§20104.2 For any claim subject to this article, the following requirements apply:

(a) The claim shall be in writing and include the documents necessary to substantiate theclaim. Claims must be filed on or before the date of final payment. Nothing in thissubdivision is intended to extend the time limit or supersede notice requirementsotherwise provided by Contract for the filing of claims.

(b) (1) For claims of less than fifty thousand dollars ($50,000), the local agency shallrespond in writing to any written claim within 45 days of receipt of the claim, or mayrequest, in writing, within 30 days of receipt of the claim, any additional documentationsupporting the claim or relating to defenses or claims the local agency may have againstthe claimant.


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(2) If additional information is thereafter required, it shall be requested and providedpursuant to this subdivision, upon mutual agreement of the local agency and the claimant.

(3) The local agency's written response to the claim, as further documented, shall besubmitted to the claimant within 15 days after receipt of the further documentation orwithin a period of time no greater than that taken by the claimant in producing theadditional information, whichever is greater.

(c) (1) For claims of over fifty thousand dollars ($50,000) and less than or equal to threehundred seventy-five thousand dollars ($375,000), the local agency shall respond inwriting to all written claims within 60 days of receipt of the claim, or may request, inwriting, within 30 days of receipt of the claim, any additional documentation supportingthe claim or relating to defenses or claims the local agency may have against theclaimant.

(2) If additional information is thereafter required, it shall be requested and providedpursuant to this subdivision, upon mutual agreement of the local agency and the claimant.

(3) The local agency's written response to the claim, as further documented, shall besubmitted to the claimant within 30 days after receipt of the further documentation, orwithin a period of time no greater than that taken by the claimant in producing theadditional information or requested documentation, whichever is greater.

(d) If the claimant disputes the local agency's written response, or the local agency fails torespond within the time prescribed, the claimant may so notify the local agency, inwriting, either within 15 days of receipt of the local agency's response or within 15 daysof the local agency's failure to respond within the time prescribed, respectively, anddemand an informal conference to meet and confer for settlement of the issues in dispute.Upon a demand, the local agency shall schedule a meet and confer conference within 30days for settlement of the dispute.

(e) If following the meet and confer conference the claim or any portion remains in dispute,the claimant may file a claim pursuant to Chapter 1 (commencing with Section 900) andChapter 2 (commencing with Section 910) of Part 3 of Division 3.6 of Title 1 of theGovernment Code. For purposes of those provisions, the running of the period of timewithin which a claim must be filed shall be tolled from the time the claimant submits hisor her written claim pursuant to subdivision (a) until the time the claim is denied,including any period of time utilized by the meet and confer conference.

§20104.4 The following procedures are established for all civil actions filed to resolve claimssubject to this article:

(a) Within 60 days, but no earlier than 30 days, following the filing or responsive pleadings,the court shall submit the matter to non-binding mediation unless waived by mutualstipulation of both parties. The mediation process shall provide for the selection within


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15 days by both parties of a disinterested third person as mediator, shall be commencedwithin 30 days of the submittal, and shall be concluded within 15 days from thecommencement of the mediation unless a time requirement is extended upon a goodcause showing to the court.

(b) (1) If the matter remains in dispute, the case shall be submitted to judicial arbitrationpursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of theCode of Civil Procedure, notwithstanding Section 1141.11 of that code. The CivilDiscovery Act (Title 4 (commencing with Section 2016.010) of Part 4 of the Code ofCivil Procedure) shall apply to any proceeding brought under this subdivision consistentwith the rules pertaining to judicial arbitration.

(2) In addition to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3of the Code of Civil Procedure, (A) arbitrators shall, when possible, be experienced inconstruction law, and (B) any party appealing an arbitration award who does not obtain amore favorable judgment shall, in addition to payment of costs and fees under thatchapter, also pay the attorney's fees on appeal of the other party.

(c) The court may, upon request by any party, order any witnesses to participate in themediation or arbitration process.

§ 20104.6

(a) No local agency shall fail to pay money as to any portion of a claim which is undisputedexcept as otherwise provided in the Contract.

(b) In any suit filed under Section 20104.4, the local agency shall pay interest at the legal rateon any arbitration award or judgment. The interest shall begin to accrue on the date thesuit is filed in a court of law.

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5-1.31 PERMITS AND LICENSES

Attention is directed to Section 5-1.20B, “Permits, Licenses, Agreements, and Certifications” ofthe Standard Specifications and to these special provisions.

The Contractor is required to pay for and obtain all required project permits, including, but notlimited to, a building permit from the City of Vallejo.

The Contractor shall fully inform itself of the conditions of the Permits that govern theContractor’s operations and shall conduct the construction operations accordingly.


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The Contractor shall comply with all applicable provisions of the Permits. The Contractor shallbe responsible for all fines, damages and job delays incurred due to failure to implement therequirements of the Permits.

The Contractor shall maintain a copy of the Permits at the construction site and shall make thePermits available to operating personnel during construction activities.

Full compensation for obtaining permits and licenses and for complying with the requirements ofthese permits and this section shall be considered as included in the prices paid for the variousContract items of work and no additional compensation will be allowed therefor.

5-1.32 PRE-CONSTRUCTION CONFERENCE

Subsequent to Contract approval a Pre-construction Conference will be held by the Engineer, forthe purpose of discussing with the Contractor the scope of work, Contract drawings,specifications, existing conditions, materials to be ordered, equipment to be used, and otheressential matters pertaining to the prosecution of and the satisfactory completion of the project.The Contractor's representatives at this conference shall include all major superintendents for thework and may include major Sub-Contractors.

5-1.33 PROMPT PAYMENT

Pursuant to the requirements of Section 20104.50 of the Public Contract Code, which is includedin these special provisions by this reference, SolTrans shall make payment of the undisputedportion of any properly submitted payment request from the Contractor within 30 days afterreceipt of such request by SolTrans. If SolTrans fails to make such timely payment, Authorityshall pay interest to the Contractor equivalent to the legal rate set forth in subdivision (a) ofSection 685.010 of the Code of Civil Procedure.

5-1.34 SAFETY AND PROTECTION

A. Contractor shall be solely responsible for initiating, maintaining and supervising all safetyprecautions and programs in connection with the Work. Such responsibility does not relieveSubcontractors of their responsibility for the safety of persons or property in the performance oftheir work, nor for compliance with applicable safety Laws and Regulations. Contractor shalltake all necessary precautions for the safety of, and shall provide the necessary protection toprevent damage, injury or loss to:

(1) All persons on the Site or who may be affected by the Work; (2) All the Work and materials and equipment to be incorporated therein, whether in storage on or off the Site; and (3) Other property at the Site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, utilities, and Underground Facilities not designated for removal, relocation, or replacement in the course of construction.


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B. Contractor shall comply with all applicable Laws and Regulations relating to the safety ofpersons or property, or to the protection of persons or property from damage, injury, or loss; andshall erect and maintain all necessary safeguards for such safety and protection. Contractor shallnotify SolTrans of adjacent property and of Underground Facilities and other facilities whenprosecution of the Work may affect said facilities, and shall cooperate with them in theprotection, removal, relocation, and replacement of their property.

C. Contractor shall comply with the applicable requirements of SolTrans safety programs.

D. Contractor shall inform Engineer of the specific requirements of Contractor’s safety programwith which SolTrans and Engineer’s employees and representatives must comply while at theSite.

E. All damage, injury, or loss to any property, caused, directly or indirectly, in whole or in part,by Contractor, any Subcontractor, Supplier, or any other individual or entity directly or indirectlyemployed by any of them to perform any of the Work, or anyone for whose acts any of them maybe liable, shall be remedied by Contractor.

F. Contractor’s duties and responsibilities for safety and for protection of the Work shallcontinue until such time as all the Work is completed and SolTrans has accepted the Work inaccordance with the Contract Documents.

G. Safety Representative: Contractor shall designate a qualified and experienced safetyrepresentative at the Site whose duties and responsibilities shall be the prevention of accidentsand the maintaining and supervising of safety precautions and programs.

H. Hazard Communication Programs: Contractor shall be responsible for coordinating anyexchange of material safety data sheets or other hazard communication information required tobe made available to or exchanged between or among employers at the Site in accordance withLaws or Regulations.

I. Emergencies: In emergencies affecting the safety or protection of persons or the Work orproperty at the Site or adjacent thereto, Contractor is obligated to act to prevent threateneddamage, injury, or loss. Contractor shall give Engineer prompt written notice if Contractorbelieves that any significant changes in the Work or variations from the Contract Documentshave been caused thereby or are required as a result thereof.

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5-1.36 RELATIONS WITH CALIFORNIA REGIONAL WATER QUALITYCONTROL BOARD

Contractor shall use Best Management Practices to prevent sediment from leaving the site andentering the storm drain system, in accordance with all required standards of the State ofCalifornia Water Resources Control Board.

The Contractor shall know and comply with provisions of Federal, State, and local regulationsand requirements that govern the Contractor's operations and storm water and non-storm waterdischarges from the project site and areas of disturbance outside the project limits duringconstruction.

The Contractor shall notify the Engineer immediately upon request from the regulatory agenciesto enter, inspect, sample, monitor, or otherwise access the project site or the Contractor’s recordspertaining to water pollution control work. The Contractor shall provide copies ofcorrespondence, notices of violation, enforcement actions, or proposed fines by regulatoryagencies to the requesting regulatory agency.

5-1.36A WITHHOLDSThe SolTrans will withhold money due the Contractor, in an amount estimated by the SolTrans,to include the full amount of penalties and mitigation costs proposed, assessed, or levied as aresult of the Contractor's violation of the permits, or Federal or State law, regulations, orrequirements. Funds will be withheld by the SolTrans until final disposition of these costs hasbeen made. The Contractor shall remain liable for the full amount until the potential liability isfinally resolved with the entity seeking the penalties. Instead of the withhold, the Contractormay provide a suitable bond in favor of the SolTrans to cover the highest estimated liability forany disputed penalties proposed as a result of the Contractor's violation of the permits, law,regulations, or requirements.

If a regulatory agency identifies a failure to comply with the permits and modifications thereto,or other Federal, State, or local requirements, the SolTrans will withhold money due theContractor, subject to the following:

A. The SolTrans will give the Contractor 30 days’ notice of the SolTrans's intention towithhold funds from payments which may become due to the Contractor beforeacceptance of the Contract. Funds withheld after acceptance of the Contract will be madewithout prior notice to the Contractor.

B. No withholds of additional amounts out of payments will be made if the amount to bewithheld does not exceed the amount being withheld from partial payments in accordancewith Section 9-1.16, “Progress Payments,” of the Standard Specifications.

C. If the SolTrans has withheld funds and it is subsequently determined that the State is notsubject to the entire amount of the costs and liabilities assessed or proposed in connectionwith the matter for which the withhold was made, the SolTrans will return the excessamount withheld to the Contractor in the progress payment following the determination.If the matter is resolved for less than the amount withheld, the SolTrans will pay interestat a rate of 6 percent per year on the excess withhold.


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The Contractor shall notify the Engineer immediately upon request from the regulatory agenciesto enter, inspect, sample, monitor, or otherwise access the project site or the Contractor's recordspertaining to water pollution control work. The Contractor and the SolTrans shall provide copiesof correspondence, notices of violation, enforcement actions, or proposed fines by regulatoryagencies to the requesting regulatory agency.

5-1.37 BLANK

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5-1.39 ENERGY EFFICIENCY

The Contractor should implement the following measures to reduce energy expended inconstruction and maintenance:

A. Minimize the number of trips transporting material to and from construction sites.B. Turn off truck and construction equipment engines when unneeded for substantial

periods, as feasible.C. Require that all construction equipment engines be properly tuned.D. Encourage ridesharing by construction personnel traveling to and from construction sites.E. Plan construction activities so as to minimize the use of all on-site construction

equipment.

Select pavement materials on the basis of their future potential to be recycled.


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EXHIBIT A: CALTRANS/STATE FUNDING CONTRACT PROVISIONS

1. DATA FURNISHED BY SOLTRANS; CONFIDENTIALITY OF DATAAll data, reports, surveys, studies, drawings, software (object or source code), electronicdatabases, and any other information, documents or materials (“SolTrans Data”) made availableto Contractor by SolTrans for use by Contractor in the performance of its services under thisContract shall remain the property of SolTrans and shall be returned to SolTrans at thecompletion or termination of this Contract. No license to such SolTrans Data, outside of theScope of Work of the Project, is conferred or implied by Contractor’s use or possession of suchSolTrans Data. Any updates, revisions, additions or enhancements to such SolTrans Data madeby Contractor in the context of the Project shall be the property of SolTrans and subject to theprovisions of this Contract.

All financial, statistical, personnel, technical, or other data and information relative to SolTrans’operations, and designated confidential by SolTrans and made available to the Contractor in orderto carry out this contract, shall be protected by the Contractor from unauthorized use anddisclosure. Permission to disclose information on one occasion, or at a public hearing held bySolTrans and relating to the contract, shall not authorize Contractor to further disclose suchinformation, or disseminate the same on any other occasion.

The Contractor shall not comment publicly to the press or any other media regarding the contractor SolTrans’ actions on the same, except to SolTrans’ staff, Contractor’s own personnel involvedin the performance of the contract, at public hearings or in response to questions from aLegislative Committee. The Contractor shall not issue any news release or public relations itemof any nature whatsoever regarding the work performed or to be performed under this Contractwithout prior review of the contents thereof by SolTrans and receipt of SolTrans’ writtenpermission.

Any subcontract entered into as a result of this contract shall be subject to all the provisions ofthis Section.

2. OWNERSHIP OF WORK PRODUCTS

All drawings, designs, specifications, manuals, reports, studies, surveys, models, software, sourcecode and source code documentation, documentation or system architecture and any otherdocuments, materials, data and products (all of which are hereinafter referred to as “WorkProducts”) prepared or assembled and furnished to SolTrans by CONTRACTOR or itssubcontractors pursuant to this Contract shall be the property of SolTrans, and copies shall bedelivered to SolTrans promptly upon completion of the work or upon an earlier termination ofthis Contract. CONTRACTOR hereby assigns to SolTrans ownership of all right, title andinterest in and to such Work Products, including ownership of the entire copyright in the WorkProducts. CONTRACTOR also agrees to execute all papers necessary for SolTrans to perfect itsownership of the entire copyright in the Work Products. CONTRACTOR shall be responsible forthe preservation of any and all such Work Products prior to transmittal to SolTrans, andCONTRACTOR shall replace any such Work Products as are lost, destroyed, or damaged whilein its possession without additional cost to SolTrans.

3. EQUIPMENT PURCHASES

To the extent this Contract provides for the purchase of equipment, Contractor agrees to abide bythe following:


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a. Prior authorization in writing by SolTrans shall be required before the CONTRACTORenters into any unbudgeted or additional contract, purchase order or subcontract exceeding$5,000, for supplies, equipment or additional Contractor services beyond those contained inthe scope of work and cost proposal, if any, and, further, CONTRACTOR shall provide anevaluation to SolTrans of the necessity or desirability or incurring such costs prior to anyapproval by SolTrans for the additional expenditure(s).

b. For purchase of any item, service or consulting work not covered by CONTRACTOR’SCost Proposal for which CONTRACTOR seeks reimbursement beyond the Cost Proposal,and which exceed $5,000.00, the CONTRACTOR shall both receive prior authorizationfrom SolTrans including submission of three competitive quotations or adequatejustification presented for any absence of such quotations. Any equipment purchased as aresult of this contract is subject to the following provision:

The CONTRACTOR shall maintain an inventory of all nonexpendable property.Nonexpendable property is defined as having a useful life of at least two years and anacquisition cost of $5,000 or more. If the purchased equipment needs replacement and issold or traded in, SolTrans shall receive proper refund or credit at the conclusion of thecontract, or if the contract is terminated, the CONTRACTOR may either keep theequipment and credit SolTrans in an amount to the fair market value, or sell suchequipment at the best price obtainable at a public or private sale, in accordance withestablished SolTrans procedures; and credit SolTrans in an amount equal to the sales price.If the CONTRACTOR elects to keep the equipment, fair market value shall be determinedat the CONTRACTOR’S expense, on the basis of a competent independent appraisal ofsuch equipment. Appraisals shall be obtained from an appraiser mutually agreeable to bySolTrans and the CONTRACTOR. If it is determined to sell the equipment, the terms andconditions of such sale must be approved in advance by SolTrans.

4. SOLICITATION OF CONTRACT

Contractor warrants that it has not employed or retained any company or persons, other than abona fide employee working solely for Contractor, to solicit or secure this Contract, and that ithas not paid or agreed to pay any company or person other than bona fide employees workingsolely for Contractor, any fee, commission, percentage, brokerage fee, gift, or any otherconsideration contingent upon or resulting from the award or making of the Contract. For breachor violation of this warranty, SolTrans shall have the right to terminate the Contract withoutliability or, at its discretion, the right to deduct from Contractor’s maximum payment the fullamount of such fee, commission, percentage, brokerage fee, gift or contingent consideration.


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EXHIBIT B: SPECIAL PROVISIONS RELATED TO FEDERAL FUNDING

1. Energy Conservation –The contractor agrees to comply with mandatory standards and policies relating to energyefficiency which are contained in the state energy conservation plan issued in compliance withthe Energy Policy and Conservation Act.

2. Access to Records - The following access to records requirements apply to this Contract:

Contractor agrees to provide SolTrans, the FTA Administrator, the Comptroller General of theUnited States or any of their authorized representatives access to any books, documents, papersand records of the Contractor which are directly pertinent to this contract for the purposes ofmaking audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including anyPMO Contractor access to Contractor's records and construction sites pertaining to a major capitalproject, defined at 49 U.S.C. 5302(a)1, which is receiving federal financial assistance through theprograms described at 49 U.S.C. 5307, 5309 or 5311.

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

The Contractor agrees to maintain all books, records, accounts and reports required under thiscontract for a period of not less than three years after the date of termination or expiration of thiscontract, except in the event of litigation or settlement of claims arising from the performance ofthis contract, in which case Contractor agrees to maintain same until SolTrans, the FTAAdministrator, the Comptroller General, or any of their duly authorized representatives, havedisposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR18.39(i)(11).

FTA does not require the inclusion of these requirements in subcontracts.

3. Federal Changes

Contractor shall at all times comply with all applicable FTA regulations, policies, procedures anddirectives, including without limitation those listed directly or by reference in the MasterAgreement between SolTrans and FTA, as they may be amended or promulgated from time totime during the term of this contract. Contractor's failure to so comply shall constitute a materialbreach of this contract.

4. No Obligation by the Federal Government

SolTrans and Contractor acknowledge and agree that, notwithstanding any concurrence by theFederal Government in or approval of the solicitation or award of the underlying contract, absentthe express written consent by the Federal Government, the Federal Government is not a party tothis contract and shall not be subject to any obligations or liabilities to SolTrans, Contractor, orany other party (whether or not a party to that contract) pertaining to any matter resulting fromthe underlying contract

The Contractor agrees to include the above clause in each subcontract financed in whole or in partwith Federal assistance provided by FTA. It is further agreed that the clause shall not bemodified, except to identify the subcontractor who will be subject to its provisions.


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5. Program Fraud and False or Fraudulent Statements or Related Acts

The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud CivilRemedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution ofthe underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of anystatement it has made, it makes, it may make, or causes to be made, pertaining to the underlyingcontract or the FTA assisted project for which this contract work is being performed. In additionto other penalties that may be applicable, the Contractor further acknowledges that if it makes, orcauses 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 CivilRemedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate.

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

The Contractor agrees to include the above two clauses in each subcontract financed in whole orin part with Federal assistance provided by FTA. It is further agreed that the clauses shall not bemodified, except to identify the subcontractor who will be subject to the provisions.

6. Termination - The following Termination Clauses apply to this contract

Termination for Convenience: SolTrans may terminate this contract, in whole or in part, at anytime by written notice to the Contractor when it is in SolTrans’ best interest. The Contractor shallbe paid its costs, including contract close-out costs, and profit on work performed up to the timeof termination. The Contractor shall promptly submit its termination claim to SolTrans to be paidthe Contractor. If the Contractor has any property in its possession belonging to SolTrans, theContractor will account for the same, and dispose of it in the manner SolTrans directs.

Termination for Default: If the Contractor does not deliver supplies in accordance with thecontract delivery schedule, or, if the contract is for services, the Contractor fails to perform in themanner called for in the contract, or if the Contractor fails to comply with any other provisions ofthe contract, SolTrans may terminate this contract for default. Termination shall be effected byserving a notice of termination on the contractor setting forth the manner in which the Contractoris in default. The contractor will only be paid the contract price for supplies delivered andaccepted, or services performed in accordance with the manner of performance set forth in thecontract.

If it is later determined by SolTrans that the Contractor had an excusable reason for notperforming, such as a strike, fire, or flood, events which are not the fault of or are beyond thecontrol of the Contractor, the SolTrans, after setting up a new delivery of performance schedule,may allow the Contractor to continue work, or treat the termination as a termination forconvenience.

Opportunity to Cure: The SolTrans in its sole discretion may, in the case of a termination forbreach or default, allow the Contractor ten (10) days in which to cure the defect. In such case, the


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notice of termination will state the time period in which cure is permitted and other appropriateconditions

If Contractor fails to remedy to SolTrans' satisfaction the breach or default of any of the terms,covenants, or conditions of this Contract within ten (10) days after receipt by Contractor ofwritten notice from SolTrans setting forth the nature of said breach or default, SolTrans shall havethe right to terminate the Contract without any further obligation to Contractor. Any suchtermination for default shall not in any way operate to preclude SolTrans from also pursuing allavailable remedies against Contractor and its sureties for said breach or default.

Waiver of Remedies for any Breach In the event that SolTrans elects to waive its remedies forany breach by Contractor of any covenant, term or condition of this Contract, such waiver bySolTrans shall not limit SolTrans' remedies for any succeeding breach of that or of any otherterm, covenant, or condition of this Contract

7. Civil Rights - The following requirements apply to the underlying contract:

(1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42U.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 Federaltransit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against anyemployee or applicant for employment because of race, color, creed, national origin, sex, age, ordisability. In addition, the Contractor agrees to comply with applicable Federal implementingregulations and other implementing requirements FTA may issue.

(2) Equal Employment Opportunity - The following equal employment opportunity requirementsapply to the underlying contract:

(a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the CivilRights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, theContractor agrees to comply with all applicable equal employment opportunity requirements ofU.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract CompliancePrograms, 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 byExecutive Order No. 11375, "Amending Executive Order 11246 Relating to Equal EmploymentOpportunity," 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executiveorders, regulations, and Federal policies that may in the future affect construction activitiesundertaken in the course of the Project. The Contractor agrees to take affirmative action toensure that applicants are employed, and that employees are treated during employment, withoutregard to their race, color, creed, national origin, sex, or age. Such action shall include, but not belimited to, the following: employment, upgrading, demotion or transfer, recruitment orrecruitment advertising, layoff or termination; rates of pay or other forms of compensation; andselection for training, including apprenticeship. In addition, the Contractor agrees to comply withany implementing requirements FTA may issue.

(b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of1967, as amended, 29 U.S.C. §§ 623 and Federal transit law at 49 U.S.C. § 5332, the Contractoragrees 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 mayissue.


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(c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, asamended, 42 U.S.C. § 12112, the Contractor agrees that it will comply with the requirements ofU.S. Equal Employment Opportunity Commission, "Regulations to Implement the EqualEmployment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertainingto employment of persons with disabilities. In addition, the Contractor agrees to comply with anyimplementing requirements FTA may issue.

(3) The Contractor also agrees to include these requirements in each subcontract financed inwhole or in part with Federal assistance provided by FTA, modified only if necessary to identifythe affected parties.

8. Incorporation of Federal Transit Administration (FTA) Terms

The preceding provisions include, in part, certain Standard Terms and Conditions required byDOT, whether or not expressly set forth in the preceding contract provisions. All contractualprovisions required by DOT, as set forth in FTA Circular 4220.1F, are hereby incorporated byreference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall bedeemed 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 anySolTrans requests which would cause (name of grantee) to be in violation of the FTA terms andconditions.

9. Disadvantaged Business Enterprises –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 FinancialAssistance Programs. The national goal for participation of Disadvantaged Business Enterprises(DBE) is 10%. SolTrans’ overall goal for DBE participation is 3.5%. A separate contract goal hasnot been established for this procurement.

The contractor shall not discriminate on the basis of race, color, national origin, or sex in theperformance of this contract. The contractor shall carry out applicable requirements of 49 CFRPart 26 in the award and administration of this DOT-assisted contract. Failure by the contractorto carry out these requirements is a material breach of this contract, which may result in thetermination of this contract or such other remedy as SolTrans deems appropriate. Eachsubcontract the contractor signs with a subcontractor must include the assurance in this paragraph(see 49 CFR 26.13(b)).

The successful bidder/offeror will be required to report its DBE participation obtained throughrace-neutral means throughout the period of performance.

10. Subcontractors

The contractor is required to pay its subcontractors performing work related to this contract forsatisfactory performance of that work no later than 30 days after the contractor’s receipt ofpayment for that work from SolTrans. In addition, the contractor is required to return anyretainage payments to those subcontractors within 30 days after incremental acceptance of thesubcontractor’s work by SolTrans and contractor’s receipt of the partial retainage payment relatedto the subcontractor’s work.


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The contractor must promptly notify SolTrans, whenever a listed subcontractor performing workrelated to this contract is terminated or fails to complete its work. The contractor may notterminate any listed subcontractor and perform that work through its own forces or those of anaffiliate without prior written consent of SolTrans.

11. Suspension and Debarment

This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor isrequired to verify that none of the contractor, its principals, as defined at 49 CFR 29.995, oraffiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940and 29.945.

The contractor is required to comply with 49 CFR 29, Subpart C and must include therequirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it entersinto.

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 SolTrans. If it islater determined that the bidder or proposer knowingly rendered an erroneous certification, inaddition to remedies available to SolTrans, the Federal Government may pursue availableremedies, including but not limited to suspension and/or debarment. The bidder or proposeragrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid andthroughout the period of any contract that may arise from this offer. The bidder or proposerfurther agrees to include a provision requiring such compliance in its lower tier coveredtransactions.

12. Clean Water

The Consultant agrees to comply with all applicable standards, orders or regulations issuedpursuant to the Federal Water Pollution Control Act. The Consultant agrees to report eachviolation to SolTrans and understands and agrees that SolTrans will, in turn, report each violationas required to assure notification to Federal Transit Administration (FTA) and the appropriateEnvironmental Protection Agency (EPA) regional office.

13. Lobbying

The Consultant agrees to refrain from using Federal assistance funds to support lobbying andcomply with Federal statutory provisions to the extent applicable prohibiting the use of Federalassistance funds for activities designed to influence Congress or a State legislature on legislationor appropriations, except through proper, official channels.

14. Clean Air

The Consultant agrees to comply with all applicable standards, orders or regulations issuedpursuant to the Clean Air Act. The Contractor agrees to report each violation to SolTrans andunderstands and agrees that SolTrans will, in turn, report each violation as required to assurenotification to FTA and the appropriate EPA regional office.

15. Contract Work Hours and Safety Standards Act: The Consultant agrees to comply with the followingemployee protection requirements for contract employees:


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a. Overtime requirements - No CONTRACTOR or SUBCONTRACTOR contracting for anypart of the contract work which may require or involve the employment of laborers ormechanics shall require or permit any such laborer or mechanic in any workweek in which heor she is employed on such work to work in excess of forty hours in such workweek unlesssuch laborer or mechanic receives compensation at a rate not less than one and one-half timesthe basic rate of pay for all hours worked in excess of forty hours in such workweek.

b. Violation; liability for unpaid wages; liquidated damages - In the event of any violation of theclause set forth in paragraph (1) of this section the CONTRACTOR and anySUBCONTRACTOR responsible therefore shall be liable for the unpaid wages. In addition,such CONTRACTOR and SUBCONTRACTOR shall be liable to the United States forliquidated damages. Such liquidated damages shall be computed with respect to eachindividual laborer or mechanic, including watchmen and guards, employed in violation of theclause set forth in paragraph (1) of this section, in the sum of $10 for each calendar day onwhich such individual was required or permitted to work in excess of the standard workweekof forty hours without payment of the overtime wages required by the clause set forth inparagraph (1) of this section.

c. Withholding for unpaid wages and liquidated damages – The CONTRACTOR shall upon itsown action or upon written request of an authorized representative of the Department ofLabor withhold or cause to be withheld, from any moneys payable on account of workperformed by the CONTRACTOR or SUBCONTRACTOR under any such contract or anyother Federal contract with the same prime CONTRACTOR, or any other federally-assistedcontract subject to the Contract Work Hours and Safety Standards Act, which is held by thesame prime CONTRACTOR, such sums as may be determined to be necessary to satisfy anyliabilities of such CONTRACTOR or SUBCONTRACTOR for unpaid wages and liquidateddamages as provided in the clause set forth in paragraph (2) of this section.

d. Subcontracts - The CONTRACTOR or SUBCONTRACTOR shall insert in any subcontracts theclauses set forth in this section and also a clause requiring the SUBCONTRACTORs to includethese clauses in any lower tier subcontracts. The prime CONTRACTOR shall be responsible forcompliance by any SUBCONTRACTOR or lower tier SUBCONTRACTOR with the clauses setforth in this section.


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EXHIBIT C: SOLTRANS/STATE/CALTRANS DBE PROVISIONS

Contractor agrees to include the following requirements in all sub-contracts associated with thisProject and to the extent applicable, abide by these requirements:

1. SubcontractorsA. Nothing contained in this Contract or otherwise, shall create any contractual relationbetween the SolTrans and any subcontractors, and no subcontract shall relieve theContractor of his/her responsibilities and obligations hereunder. The Contractor agrees to beas fully responsible to SolTrans for the acts and omissions of its subcontractors and ofpersons either directly or indirectly employed by any of them as it is for the acts andomissions of persons directly employed by the Contractor. The Contractor's obligation topay its subcontractors is an independent obligation from SolTran's obligation to make paymentsto the Contractor.

B. Contractor shall pay its subcontractors within ten (10) calendar days from receipt ofeach payment made to the Contractor by SolTrans.

C. Any substitution of subcontractors must be approved in writing by SolTran’s ContractManager in advance of assigning work to a substitute subcontractor.

2. Disadvantaged Business Enterprise (DBE) ParticipationA. This Contract is subject to Title 49, Part 26 of the Code of Federal Regulations entitled“Participation By Disadvantaged Business Enterprises in Department of TransportationFinancial Assistance Programs.” Bidders who obtain DBE participation on this contract willassist SolTrans in meeting its federally mandated statewide overall DBE goal of 3.5%.

B. DBE and other small businesses (SB), as defined in Title 49 CFR, Part 26 areencouraged to participate in the performance of agreements financed in whole or in part withfederal funds. The contractor, subrecipient or subcontractor shall not discriminate on thebasis of race, color, national origin, or sex in the performance of this Contract. Thecontractor shall carry out applicable requirements of 49 CFR, Part 26 in the award andadministration of US DOT-assisted agreements. Failure by the contractor to carry out theserequirements is a material breach of this Contract, which may result in the termination ofthis Contract or such other remedy as the recipient deems appropriate.

3. Performance of DBE Contractors, and other DBE Subcontractors/SuppliersA. A DBE performs a commercially useful function when it is responsible for execution of thework of the Contract and is carrying out its responsibilities by actually performing,managing, and supervising the work involved. To perform a commercially useful function, theDBE must also be responsible with respect to materials and supplies used on the Contract,for negotiating price, determining quality and quantity, ordering the material, and installing(where applicable) and paying for the material itself. To determine whether a DBE isperforming a commercially useful function, evaluate the amount of work subcontracted,industry practices; whether the amount the firm is to be paid under the Contract is commensuratewith the work it is actually performing, and other relevant factors.

B. A DBE does not perform a commercially useful function if its role is limited to that of anextra participant in a transaction, Contract, or Project through which funds are passed in order toobtain the appearance of DBE participation. In determining whether a DBE is such an extraparticipant, examine similar transactions, particularly those in which DBEs do not participate.


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C. If a DBE does not perform or exercise responsibility for at least thirty percent of the total cost ofits Contract with its own work force, or the DBE subcontracts a greater portion of the work ofthe Contract than would be expected on the basis of normal industry practice for the type ofwork involved, it will be presumed that it is not performing a commercially useful function.

4. Prompt Payment of Funds Withheld to Subcontractors

5% retainage will be held by SolTrans from progress payments due the prime contractor.Any retainage held by the prime contractors or subcontractors from progresspayments due subcontractors shall be promptly paid in full to subcontractors within 30days after the subcontractor’s work is satisfactorily completed. Federal law (49 CFR 26.29)requires that any delay or postponement of payment over the 30 days may take place only forgood cause and with the agency’s prior written approval. Any violation of this provision shallsubject the violating prime contractor or subcontractor to the penalties, sanctions and otherremedies specified in Section 7108.5 of the Business and Professions Code. Theserequirements shall not be construed to limit or impair any contractual, administrative, or judicialremedies otherwise, available to the prime Contractor or subcontractor in the event of a disputeinvolving late payment or nonpayment by the prime contractor, deficient subcontractperformance, or noncompliance by a subcontractor. This provision applies to both DBE and non-DBE prime contractors and subcontractors.

5. DBE RecordsA. The Contractor shall maintain records of materials purchased and/or suppliedfrom all subcontracts, including those entered into with certified DBEs. The records shallshow the name and business address of each subcontractor, DBE or vendor and the total dollaramount actually paid each Subcontractor, DBE or vendor, regardless of tier. The records shallshow the date of payment and the total dollar figure paid to all firms. DBE prime contractorsshall also show the date of work performed by their own forces along with thecorresponding dollar value of the work.

B. Upon completion of the Contract, a summary of these records shall be prepared andsubmitted on the form entitled, “Final Report-Utilization of Disadvantaged BusinessEnterprises (DBE),” CEM-2402F (Exhibit 17-F in Chapter 17 of the LAPM), certified correctby the Contractor or the Contractor’s authorized representative and shall be furnished to theContract Manager with the final invoice. Failure to provide the summary of DBE paymentswith the final invoice will result in twenty-five percent (25%) of the dollar value of the invoicebeing withheld from payment until the form is submitted. The amount will be returned to theContractor when a satisfactory “Final Report Utilization of Disadvantaged BusinessEnterprises (DBE)” is submitted to the Contract Manager.

a. Prior to the fifteenth of each month, the Contractor shall submit documentation tothe Agency’s Contract Manager showing the amount paid to DBE trucking companies.The Contractor shall also obtain and submit documentation to the Agency’s ContractManager showing the amount paid by DBE trucking companies to all firms,including owner- operators, for the leasing of trucks. If the DBE leases trucks from a non-DBE, the Contractor may count only the fee or commission the DBE receives as a result ofthe lease arrangement.

b. The Contractor shall also submit to the Agency’s Contract Manager documentationshowing the truck number, name of owner, California Highway Patrol CA number, and ifapplicable, the DBE certification number of the truck owner for all trucks used during that


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month. This documentation shall be submitted on the Caltrans “Monthly DBE TruckingVerification,” CEM-2404(F) form provided to the Contractor by the Agency’s ContractManager.

6. DBE Certification and De-certification StatusIf a DBE subcontractor is decertified during the life of the Contract, the decertified subcontractorshall notify the Contractor in writing with the date of de-certification. If a subcontractor becomes acertified DBE during the life of the Contract, the subcontractor shall notify the Contractor inwriting with the date of certification. Any changes should be reported to the Agency’s ContractManager within 30 days.

When Reporting DBE Participation, Material or Supplies purchased from DBEs may count asfollows:

A. If the materials or supplies are obtained from a DBE manufacturer, 100% of the cost ofthe materials or supplies will count toward the DBE participation. A DBE manufacturer is a firm thatoperates or maintains a factory or establishment that produces on the premises, the materials,supplies, articles, or equipment required under the Contract and of the general character described bythe specifications.

B. If the materials or supplies are purchased from a DBE regular dealer, count 60% of the cost ofthe materials or supplies toward DBE goals. A DBE regular dealer is a firm that owns, operatesor maintains a store, warehouse, or other establishment in which the materials, supplies, articles orequipment of the general character described by the specifications and required under theContract, are bought, kept in stock, and regularly sold or leased to the public in the usual course ofbusiness. To be a DBE regular dealer, the firm must be an established, regular business thatengages, as its principal business and under its own name, in the purchase and sale or lease of theproducts in question. A person may be a DBE regular dealer in such bulk items as petroleumproducts, steel, cement, gravel, stone or asphalt without owning, operating or maintaining a place ofbusiness provided in this section.

C. If the person both owns and operates distribution equipment for the products, any supplementingof regular dealers’ own distribution equipment shall be by a long-term lease agreement and not an adhoc or Agreement-by-Agreement basis. Packagers, brokers, manufacturers’ representatives, or otherpersons who arrange or expedite transactions are not DBE regular dealers within the meaning of thissection.

D. Materials or supplies purchased from a DBE, which is neither a manufacturer nor a regulardealer, will be limited to the entire amount of fees or commissions charged for assistance in theprocurement of the materials and supplies, or fees or transportation charges for the delivery ofmaterials or supplies required on the job site, provided the fees are reasonable and not excessive ascompared with fees charged for similar services.

When Reporting DBE Participation, Participation of DBE trucking companies may count asfollows:

A. The DBE must be responsible for the management and supervision of the entiretrucking operation for which it is responsible.

B. The DBE must itself own and operate at least one fully licensed, insured, and operationaltruck used on the Contract.


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C. The DBE receives credit for the total value of the transportation services it provides onthe Contract using trucks it owns, insures, and operates using drivers it employs.

D. The DBE may lease trucks from another DBE firm including an owner-operator who iscertifiedas a DBE. The DBE who leases trucks from another DBE receives credit for the total value of thetransportation services the lessee DBE provides on the Contract.

E. The DBE may also lease trucks from a non-DBE firm, including an owner-operator. TheDBE who leases trucks from a non-DBE is entitled to credit only for the fee or commission itreceives as a result of the lease arrangement. The DBE does not receive credit for the total valueof the transportation services provided by the lessee, since these services are not provided by theDBE.

F. For the purposes of this section, a lease must indicate that the DBE has exclusive use andcontrol over the truck. This does not preclude the leased truck from working for others during theterm of the lease with the consent of the DBE, as long as the lease gives the DBE absolute priorityfor use of the leased truck. Leased trucks must display the name and identification number of theDBE.

ATTACHMENT (ii) TO EXHIBIT C

SolTrans Proposer/Bidder-DBE (Contractor Contract) Information

This information shall be provided by the successful Proposer/Bidder with the award document.

c Preliminary Engr. Studies c Environmental Document c Prelim Design

c Final Design Right of Way c Right of Way Engineering c Right of WayUtility Relocation

c Construction c Construction Engineering c ConstructionManagement

AGENCY:LOCATION:PROJECT DESCRIPTION:CONTRACT NUMBER:FEDERAL-AID PROJECT NUMBER:TOTAL CONTRACT AMOUNT: $FEDERAL SHARE (For SolTrans to complete) : $PROPOSAL/BID DATE:PROPOSER’S/BIDDER'S NAME:ADVERTISED DBE CONTRACT “Availability Advisory Percentage”:

CONTRACTITEM NO.

ITEM OF WORK ANDDESCRIPTION

DBE Cert. No.AND

NAME OF DBEs1

(Must be certified onDOLLARAMOUNT


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OR SERVICES TO BESUBCONTRACTED OR

MATERIALSTO BE PROVIDED2

EXPIRATIONDATE

the date bidsare opened - include

DBE addressand phone number)

DBE

IMPORTANT: Identify all DBE firms being claimed for credit,regardless of tier. Copies of the DBE quotes are helpful. Namesof the First-Tier DBE Subcontractors and their respectiveitem(s) of work listed above shall be consistent with the namesand items of work in the “List of Subcontractors” submittedwith your bid pursuant to the Subcontractors Listing Law andthe Special Provisions.

Total ClaimedParticipation $__________

__________%1. Enter DBE prime and subcontractor’s certification number.Prime contractors shall indicate all work to be performed byDBEs including work performed by its own DBE forces.

Signature of Proposer/Bidder2. If 100% of item is not to be performed or furnished by DBE,describe exact portion of item to be performed or furnished byDBE.

Date (Area Code) Tel.No.

Person to Contact (Please Type orPrint)

CT Bidder - DBE Information (Rev 4/28/06)

Distribution:(1) Copy - Fax immediately to the Caltrans District Local Assistance Engineer (DLAE) upon award.(2) Copy - Include in award package to Caltrans District Local Assistance(3) Original – SolTrans files



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EXHIBIT D: DAVIS-BACON AND COPELAND ANTI-KICKBACK ACTS

(1) Minimum wages. (i) All laborers and mechanics employed or working upon the site of thework (or under the United States Housing Act of 1937 or under the Housing Act of 1949 in theconstruction or development of the project), will be paid unconditionally and not less often thanonce a week, and without subsequent deduction or rebate on any account (except such payrolldeductions as are permitted by regulations issued by the Secretary of Labor under the CopelandAct (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalentsthereof) due at time of payment computed at rates not less than those contained in the wagedetermination 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 contractorand such laborers and mechanics.

Contributions made or costs reasonably anticipated for bona fide fringe benefits under section1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid tosuch laborers or mechanics, subject to the provisions of paragraph (a)(1)(iv) of this section; also,regular contributions made or costs incurred for more than a weekly period (but not less oftenthan quarterly) under plans, funds, or programs which cover the particular weekly period, aredeemed to be constructively made or incurred during such weekly period. Such laborers andmechanics shall be paid the appropriate wage rate and fringe benefits on the wage determinationfor the classification of work actually performed, without regard to skill, except as provided in§5.5(a)(4). Laborers or mechanics performing work in more than one classification may becompensated 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 eachclassification in which work is performed. The wage determination (including any additionalclassification and wage rates conformed under paragraph (a)(1)(ii) of this section) and the Davis-Bacon poster (WH-1321) shall be posted at all times by the contractor and its subcontractors atthe site of the work in a prominent and accessible place where it can be easily seen by theworkers.

(ii)(A) The contracting officer shall require that any class of laborers or mechanics, includinghelpers, which is not listed in the wage determination and which is to be employed under thecontract shall be classified in conformance with the wage determination. The contracting officershall approve an additional classification and wage rate and fringe benefits therefore only whenthe following criteria have been met:(1) The work to be performed by the classification requested is not performed by a classificationin 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 reasonablerelationship to the wage rates contained in the wage determination.

(B) If the contractor and the laborers and mechanics to be employed in the classification (ifknown), or their representatives, and the contracting officer agree on the classification and wagerate (including the amount designated for fringe benefits where appropriate), a report of theaction taken shall be sent by the contracting officer to the Administrator of the Wage and HourDivision, Employment Standards Administration, U.S. Department of Labor, Washington, DC


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20210. The Administrator, or an authorized representative, will approve, modify, or disapproveevery additional classification action within 30 days of receipt and so advise the contractingofficer or will notify the contracting officer within the 30-day period that additional time isnecessary.

(C) In the event the contractor, the laborers or mechanics to be employed in the classification ortheir representatives, and the contracting officer do not agree on the proposed classification andwage rate (including the amount designated for fringe benefits, where appropriate), thecontracting officer shall refer the questions, including the views of all interested parties and therecommendation of the contracting officer, to the Administrator for determination. TheAdministrator, or an authorized representative, will issue a determination within 30 days ofreceipt 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 toparagraphs (a)(1)(ii) (B) or (C) of this section, shall be paid to all workers performing work inthe classification under this contract from the first day on which work is performed in theclassification.(iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers ormechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shalleither pay the benefit as stated in the wage determination or shall pay another bona fide fringebenefit or an hourly cash equivalent thereof.(iv) If the contractor does not make payments to a trustee or other third person, the contractormay consider as part of the wages of any laborer or mechanic the amount of any costs reasonablyanticipated in providing bona fide fringe benefits under a plan or program, Provided, That theSecretary of Labor has found, upon the written request of the contractor, that the applicablestandards of the Davis-Bacon Act have been met. The Secretary of Labor may require thecontractor to set aside in a separate account assets for the meeting of obligations under the planor program.

(2) Withholding. SolTrans shall upon its own action or upon written request of an authorizedrepresentative of the Department of Labor withhold or cause to be withheld from the contractorunder this contract or any other Federal contract with the same prime contractor, or any otherfederally-assisted contract subject to Davis-Bacon prevailing wage requirements, which is heldby the same prime contractor, so much of the accrued payments or advances as may beconsidered 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 thecontract. 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 Actof 1937 or under the Housing Act of 1949 in the construction or development of the project), allor part of the wages required by the contract, the (Agency) may, after written notice to thecontractor, sponsor, applicant, or owner, take such action as may be necessary to cause thesuspension of any further payment, advance, or guarantee of funds until such violations haveceased.


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(3) Payrolls and basic records. (i) Payrolls and basic records relating thereto shall be maintainedby the contractor during the course of the work and preserved for a period of three yearsthereafter for all laborers and mechanics working at the site of the work (or under the UnitedStates Housing Act of 1937, or under the Housing Act of 1949, in the construction ordevelopment of the project). Such records shall contain the name, address, and social securitynumber 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 cashequivalents thereof of the types described in section 1(b)(2)(B) of the Davis-Bacon Act), dailyand weekly number of hours worked, deductions made and actual wages paid. Whenever theSecretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer ormechanic include the amount of any costs reasonably anticipated in providing benefits under aplan or program described in section 1(b)(2)(B) of the Davis-Bacon Act, the contractor shallmaintain records which show that the commitment to provide such benefits is enforceable, thatthe plan or program is financially responsible, and that the plan or program has beencommunicated in writing to the laborers or mechanics affected, and records which show the costsanticipated or the actual cost incurred in providing such benefits. Contractors employingapprentices or trainees under approved programs shall maintain written evidence of theregistration of apprenticeship programs and certification of trainee programs, the registration ofthe apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs.

(ii)(A) The contractor shall submit weekly for each week in which any contract work isperformed a copy of all payrolls to SolTrans for transmission to FTA. The payrolls submittedshall set out accurately and completely all of the information required to be maintained under 29CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall not beincluded on weekly transmittals. Instead the payrolls shall only need to include an individuallyidentifying number for each employee (e.g., the last four digits of the employee's social securitynumber). The required weekly payroll information may be submitted in any form desired.Optional Form WH-347 is available for this purpose from the Wage and Hour Division Web siteat http://www.dol.gov/esa/whd/forms/wh347instr.htm or its successor site. The prime contractoris responsible for the submission of copies of payrolls by all subcontractors. Contractors andsubcontractors shall maintain the full social security number and current address of each coveredworker, and shall provide them upon request to SolTrans for transmission to FTA, the contractor,or the Wage and Hour Division of the Department of Labor for purposes of an investigation oraudit of compliance with prevailing wage requirements. It is not a violation of this section for aprime contractor to require a subcontractor to provide addresses and social security numbers tothe prime contractor for its own records, without weekly submission to the sponsoringgovernment agency (or the applicant, sponsor, or owner).

(B) Each payroll submitted shall be accompanied by a “Statement of Compliance,” signed by thecontractor or subcontractor or his or her agent who pays or supervises the payment of the personsemployed under the contract and shall certify the following:(1) That the payroll for the payroll period contains the information required to be provided under§5.5 (a)(3)(ii) of Regulations, 29 CFR part 5, the appropriate information is being maintainedunder §5.5 (a)(3)(i) of Regulations, 29 CFR part 5, and that such information is correct andcomplete;


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(2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed onthe contract during the payroll period has been paid the full weekly wages earned, withoutrebate, either directly or indirectly, and that no deductions have been made either directly orindirectly from the full wages earned, other than permissible deductions as set forth inRegulations, 29 CFR part 3;(3) That each laborer or mechanic has been paid not less than the applicable wage rates andfringe benefits or cash equivalents for the classification of work performed, as specified in theapplicable wage determination incorporated into the contract.

(C) The weekly submission of a properly executed certification set forth on the reverse side ofOptional Form WH-347 shall satisfy the requirement for submission of the “Statement ofCompliance” required by paragraph (a)(3)(ii)(B) of this section.

(D) The falsification of any of the above certifications may subject the contractor orsubcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 oftitle 31 of the United States Code.(iii) The contractor or subcontractor shall make the records required under paragraph (a)(3)(i) ofthis section available for inspection, copying, or transcription by authorized representatives ofthe (write the name of the agency) or the Department of Labor, and shall permit suchrepresentatives to interview employees during working hours on the job. If the contractor orsubcontractor fails to submit the required records or to make them available, the Federal agencymay, after written notice to the contractor, sponsor, applicant, or owner, take such action as maybe necessary to cause the suspension of any further payment, advance, or guarantee of funds.Furthermore, failure to submit the required records upon request or to make such recordsavailable may be grounds for debarment action pursuant to 29 CFR 5.12.

(4) Apprentices and trainees—(i) Apprentices. Apprentices will be permitted to work at less thanthe predetermined rate for the work they performed when they are employed pursuant to andindividually registered in a bona fide apprenticeship program registered with the U.S.Department of Labor, Employment and Training Administration, Office of ApprenticeshipTraining, Employer and Labor Services, or with a State Apprenticeship Agency recognized bythe Office, or if a person is employed in his or her first 90 days of probationary employment asan apprentice in such an apprenticeship program, who is not individually registered in theprogram, but who has been certified by the Office of Apprenticeship Training, Employer andLabor Services or a State Apprenticeship Agency (where appropriate) to be eligible forprobationary employment as an apprentice.

The allowable ratio of apprentices to journeymen on the job site in any craft classification shallnot be greater than the ratio permitted to the contractor as to the entire work force under theregistered program. Any worker listed on a payroll at an apprentice wage rate, who is notregistered or otherwise employed as stated above, shall be paid not less than the applicable wagerate on the wage determination for the classification of work actually performed. In addition, anyapprentice performing work on the job site in excess of the ratio permitted under the registeredprogram shall be paid not less than the applicable wage rate on the wage determination for thework actually performed. Where a contractor is performing construction on a project in a localityother than that in which its program is registered, the ratios and wage rates (expressed in


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percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor'sregistered program shall be observed.

Every apprentice must be paid at not less than the rate specified in the registered program for theapprentice's level of progress, expressed as a percentage of the journeymen hourly rate specifiedin the applicable wage determination. Apprentices shall be paid fringe benefits in accordancewith the provisions of the apprenticeship program. If the apprenticeship program does notspecify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on thewage determination for the applicable classification. If the Administrator determines that adifferent practice prevails for the applicable apprentice classification, fringes shall be paid inaccordance with that determination. In the event the Office of Apprenticeship Training,Employer and Labor Services, or a State Apprenticeship Agency recognized by the Office,withdraws approval of an apprenticeship program, the contractor will no longer be permitted toutilize apprentices at less than the applicable predetermined rate for the work performed until anacceptable program is approved.

(ii) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at lessthan the predetermined rate for the work performed unless they are employed pursuant to andindividually registered in a program which has received prior approval, evidenced by formalcertification by the U.S. Department of Labor, Employment and Training Administration. Theratio of trainees to journeymen on the job site shall not be greater than permitted under the planapproved by the Employment and Training Administration. Every trainee must be paid at notless than the rate specified in the approved program for the trainee's level of progress, expressedas 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. Ifthe trainee program does not mention fringe benefits, trainees shall be paid the full amount offringe benefits listed on the wage determination unless the Administrator of the Wage and HourDivision determines that there is an apprenticeship program associated with the correspondingjourneyman wage rate on the wage determination which provides for less than full fringe benefitsfor apprentices. Any employee listed on the payroll at a trainee rate who is not registered andparticipating in a training plan approved by the Employment and Training Administration shallbe paid not less than the applicable wage rate on the wage determination for the classification ofwork actually performed. In addition, any trainee performing work on the job site in excess ofthe ratio permitted under the registered program shall be paid not less than the applicable wagerate on the wage determination for the work actually performed. In the event the Employmentand Training Administration withdraws approval of a training program, the contractor will nolonger be permitted to utilize trainees at less than the applicable predetermined rate for the workperformed until an acceptable program is approved.

(iii) Equal employment opportunity. The utilization of apprentices, trainees and journeymenunder this part shall be in conformity with the equal employment opportunity requirements ofExecutive Order 11246, as amended, and 29 CFR part 30.

(5) Compliance with Copeland Act requirements. The contractor shall comply with therequirements of 29 CFR part 3, which are incorporated by reference in this contract.


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(6) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clausescontained in 29 CFR 5.5(a)(1) through (10) and such other clauses as the (write in the name ofthe Federal agency) may by appropriate instructions require, and also a clause requiring thesubcontractors to include these clauses in any lower tier subcontracts. The prime contractor shallbe responsible for the compliance by any subcontractor or lower tier subcontractor with all thecontract clauses in 29 CFR 5.5.

(7) Contract termination: debarment. A breach of the contract clauses in 29 CFR 5.5 may begrounds for termination of the contract, and for debarment as a contractor and a subcontractor asprovided in 29 CFR 5.12.

(8) Compliance with Davis-Bacon and Related Act requirements. All rulings and interpretationsof the Davis-Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are hereinincorporated by reference in this contract.

(9) Disputes concerning labor standards. Disputes arising out of the labor standards provisionsof this contract shall not be subject to the general disputes clause of this contract. Such disputesshall be resolved in accordance with the procedures of the Department of Labor set forth in 29CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between thecontractor (or any of its subcontractors) and the contracting agency, the U.S. Department ofLabor, or the employees or their representatives.

(10) Certification of eligibility. (i) By entering into this contract, the contractor certifies thatneither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is aperson or firm ineligible to be awarded Government contracts by virtue of section 3(a) of theDavis-Bacon Act or 29 CFR 5.12(a)(1).(ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of aGovernment contract by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1).(iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C.1001.

(b) Contract Work Hours and Safety Standards Act. The Agency Head shall cause or require thecontracting officer to insert the following clauses set forth in paragraphs (b)(1), (2), (3), and (4)of this section in full in any contract in an amount in excess of $100,000 and subject to theovertime provisions of the Contract Work Hours and Safety Standards Act. These clauses shallbe inserted in addition to the clauses required by §5.5(a) or §4.6 of part 4 of this title. As used inthis paragraph, the terms laborers and mechanics include watchmen and guards.

(1) Overtime requirements. No contractor or subcontractor contracting for any part of thecontract work which may require or involve the employment of laborers or mechanics shallrequire or permit any such laborer or mechanic in any workweek in which he or she is employedon such work to work in excess of forty hours in such workweek unless such laborer or mechanicreceives compensation at a rate not less than one and one-half times the basic rate of pay for allhours worked in excess of forty hours in such workweek.


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(2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of theclause set forth in paragraph (b)(1) of this section the contractor and any subcontractorresponsible therefor shall be liable for the unpaid wages. In addition, such contractor andsubcontractor shall be liable to the United States for liquidated damages. Such liquidateddamages shall be computed with respect to each individual laborer or mechanic, includingwatchmen and guards, employed in violation of the clause set forth in paragraph (b)(1) of thissection, in the sum of $10 for each calendar day on which such individual was required orpermitted to work in excess of the standard workweek of forty hours without payment of theovertime wages required by the clause set forth in paragraph (b)(1) of this section.

(3) Withholding for unpaid wages and liquidated damages. SolTrans shall upon its own action orupon written request of an authorized representative of the Department of Labor withhold orcause to be withheld, from any moneys payable on account of work performed by the contractoror subcontractor under any such contract or any other Federal contract with the same primecontractor, or any other federally-assisted contract subject to the Contract Work Hours andSafety Standards Act, which is held by the same prime contractor, such sums as may bedetermined to be necessary to satisfy any liabilities of such contractor or subcontractor forunpaid wages and liquidated damages as provided in the clause set forth in paragraph (b)(2) ofthis section.

(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses setforth in paragraph (b)(1) through (4) of this section and also a clause requiring the subcontractorsto include these clauses in any lower tier subcontracts. The prime contractor shall be responsiblefor compliance by any subcontractor or lower tier subcontractor with the clauses set forth inparagraphs (b)(1) through (4) of this section.(c) In addition to the clauses contained in paragraph (b), in any contract subject only to theContract Work Hours and Safety Standards Act and not to any of the other statutes cited in §5.1,the Agency Head shall cause or require the contracting officer to insert a clause requiring that thecontractor or subcontractor shall maintain payrolls and basic payroll records during the course ofthe work and shall preserve them for a period of three years from the completion of the contractfor all laborers and mechanics, including guards and watchmen, working on the contract. Suchrecords 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. Further, the Agency Head shall cause or require thecontracting officer to insert in any such contract a clause providing that the records to bemaintained under this paragraph shall be made available by the contractor or subcontractor forinspection, copying, or transcription by authorized representatives of SolTrans and theDepartment of Labor, and the contractor or subcontractor will permit such representatives tointerview employees during working hours on the job.


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EXHIBIT E: BUY AMERICA ACT

A. Bidder’s attention is directed to the Buy America requirement set forth in 49 U.S.C. §5323(j),FTA regulations at 49 CFR Part 661, and any guidance issued by FTA. Contractor agrees tocomply with 49 U.S.C. §5323(j) and 49 CFR Part 661, which provide that Federal funds may notbe obligated unless steel., iron, and manufactured products used in FTA-funded projects areproduced in the United States, unless a waiver has been granted by FTA or the product is subjectto a general waiver. General waivers are listed in 49 CFR§661.7, and include final assembly inthe United States for 15 passenger vans and 15 passenger wagons produced by ChryslerCorporation, microcomputer equipment, software, and small purchases (currently less than$100,000). Separate requirements for rolling stock are set out at §5323(j)(2)(C) and 49 CFR§661.11. Rolling stock not subject to a general waiver must have a 60 percent (60%) domesticcontent (components and subcomponents) and final assembly must occur in the United States.

B. A Buy America Certificate (Alternative “A” or “B” as set out in the Bid documents) for steel,iron, and manufactured goods and/or for Rolling Stock must be completed and submitted withthe Bid. A Bid that does not include the applicable Alternative “A” or “B” Certificate(s) in non-responsive. A pre-award Buy America audit is required for rolling stock. If a Bidder submittingthe Alternative “A” certificate is unable to demonstrate, if applicable, compliance with the BuyAmerica pre-award audit to the satisfaction of SolTrans, Bidder’s Bid will be deemed to be non-responsive. If a Bidder entering into a Contract with SolTrans does not comply with the BuyAmerica requirements, SolTrans may cancel the Contract.

C. Execution of the Alternative “B” Certificate constitutes an application by Bidder for a waiverfrom the Buy America requirement. Low Bidder shall provide all documentation necessary tosupport the application for a waiver within ten (10) days from the date of Bid opening. If aBidder includes the Alternative “B” Certificate and a waiver is not granted by FTA, Bidder’s Bidwill be deemed to be non-responsive. The grounds for a waiver for rolling stock are set outbelow in paragraph E(2)(c) and (d).

D. Pursuant to 49 U.S.C. §5323(j)(5) and 49 CFR §661.18, any person determined by a Federalagency or court to have affixed a false “Made in America” label to foreign products or otherwisefalsely represented that a product was produced in the United States shall be ineligible to receivecontracts funded under the Intermodal Surface Transportation Efficiency Act of 1991.

E. Section 49 U.S.C. §5323(j) and FTA implementing regulations at 49 CFR Part 661 set forth,in part, the following requirements:1. The Secretary of Transportation may obligate an amount that may be appropriated to carry outa project only if the steel, iron, and manufactured goods used in the project are produced in theUnited States.2. The Secretary of Transportation may waive paragraph (1) of this subsection if the Secretaryfinds that –

a. applying paragraph (1) would be inconsistent with the public interest.b. the steel, iron, and manufactured goods produced in the United States are not producedin a sufficient and reasonably available amount or are not of satisfactory quality;


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c. when procuring rolling stock (including train control, communication, and tractionpower equipment) under 49 U.S.C.§5301 et seq. –

1) the cost of the components and subcomponents produced in the United States ismore than 60 percent (60%) of the cost of all components of the rolling stock; and2) final assembly of the rolling stock has occurred in the United State; or

d. including domestic material will increase the cost of the overall project by more than25 percent.e. Labor costs involved in the final assembly are not included in calculation the cost ofcomponents.

3. Section 661.5 of the FTA regulations provides that:a. Except as provided in §662.7 and §661.11 of this part, no funds may be obligated byFTA for a project unless all iron, steel, and manufactured products used in the project areproduced in the United States.b. All steel and iron manufacturing processes must take place in the United States, exceptmetallurgical processes involving refinement of steel additives.c. The steel and iron requirements apply to all construction materials made primarily ofsteel or iron and used in infrastructure projects such as transit or maintenance facilities,rail lines, and bridges. These items include, but are not limited to, structural steel or iron,steel or iron beams and columns, running rail, and contract rail. These requirements donot apply to steel or iron used as components or subcomponents of other manufacturedproducts or rolling stock.d. For a manufactured product to be considered produced in the United States, all of themanufacturing processes for the product must take place in the United Stated, and all ofthe components of the product must be of U.S. origin. A component is considered ofU.S. origin if it is manufactured in the United States, regardless of the origin of its sub-components.

4. Section 661.11 of the FTA regulations provides that:a. The provisions of §661.5 do not apply to the procurement of buses and other rollingstock (including train control, communication, and traction power equipment), if the costof components produced in the United Stated is more than 60 percent (60%) of the cost ofall components and final assembly takes place in the United States.b. The domestic content requirements in paragraph (a) of this section also apply to thedomestic content requirements for components set forth in paragraphs (1), (j), and (l) ofthis section.c. A component is any article, material, or supply, whether manufactured orunmanufactured, that is directly incorporated into an end product at the final assemblylocation.d. A component may be manufactured at the final assembly location if the manufacturingprocess to produce the component is an activity separate and distinct from the finalassembly of the end product.e. A component is considered to be manufactured if there are sufficient activities takingplace to advance to value or improve the condition of the subcomponents of thatcomponent; that is, if the subcomponents have been substantially transformed or mergedinto a new of functionally different article.f. Except as provided in subparagraph (k) of this section, a subcomponent is any article,material, or supply, whether manufactured or unmanufactured, that is one step removed


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from a component (as defined in paragraph (c) of this section) in the manufacturingprocess and that is incorporated directly into a component.g. For a component to be of domestic origin, more than 60% of the subcomponents ofthat component, by cost, must be of domestic origin and the manufacture of thecomponent must take place in the United States. If, under the terms of this part, acomponent is determined to be of domestic origin, its entire cost of the component maybe used in calculating the cost of domestic content of equipment and end product.h. A subcomponent is of domestic origin if it is manufactured in the United States.i. If a subcomponent manufactured in the United States is exported for inclusion in acomponent that is manufactured outside the United States and receives tariff exemptionsunder the procedures set forth in 19 CFR §10.11 through 10.24, the subcomponent retainsits domestic identity and can be included in the calculation if the domestic content of anend product even is such subcomponent represents less than 60 percent of the cost of aparticular component.j. If a subcomponent manufactured in the United States is exported for inclusion in acomponent that is manufactured outside the United States and it does not receive tariffexemption under the procedures set forth in 19 CFR §10.11 through 10.24, thesubcomponent loses its domestic identity and cannot be included in the calculation of thedomestic content of an end product.k. Raw materials produced in the United States and then exported for incorporation into acomponent are not considered to be a subcomponent for the purpose of calculatingdomestic content. The value of such raw materials is to be included in the cost of theforeign component. If a component is manufactured in the United States, but containsless than 60 percent domestic subcomponents, by cost, the cost of the domesticsubcomponents and the cost of manufacturing the component may be included in thecalculation of the domestic content of the end product.m. For the purposes of this section, except as provide in paragraph (o) of this section:

1) The cost of the component or subcomponent is the price Bidder or Offerormust pay to a subcontractor or supplier for that component or subcomponent.Transportation costs to the final assembly location must be included in calculating thecost of foreign components and subcomponents.

2) If a component of subcomponent is manufactured by Bidder or Offeror, thecost of the component or subcomponent is the cost of labor and materials incorporatedinto the component or subcomponent, and allowance for profit, and administrative andoverhead costs attributable to that component or subcomponent under normal accountingprinciples.n. The cost of a component of foreign origin is set using the foreign exchange rate at thetime Bidder or Offeror executes the appropriate Buy America certificate.o. The cost of a subcomponent that retains its domestic identity consistent withsubparagraph (j) of this section shall be the cost of the subcomponent when lastpurchased, f.o.b. United States port of exportation or point of border crossing as set out inthe invoice and entry papers or, if no purchase was made, the value of the subcomponentat the time of its shipment for exportation, f.o.b. United States port of exportation or pointof border crossing as set out in the invoice and entry papers.p. In accordance with 49 U.S.C. §5323(j), labor cost involved in final assembly shall notbe included in calculating component costs.


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q. The actual cost, not the Bid price, of a component is to be considered in calculatingdomestic content.r. Final assembly is the creation of the end product from individual elements broughttogether for that purpose through application of manufacturing processes. If a system isbeing procured as the end product by the grantee, the installation f the system qualifies asfinal assembly. An end product means any item subject to 49 U.S.C. §5323(j) that is to bacquired by a grantee, as specified in the overall project contract.

5. Appendix A to §661.11 provides that the provisions of §661.11 do not apply when foreignsourced spare parts for buses and other rolling stock (including train control, communication,and traction power equipment) whose total cost is 10 percent (10%) or less of the overall projectcontract cost are being procured as part of the same contract for the major capital item.6. A listing of the items included under the definition of train control and traction powerequipment is set out at 49 CFR §661.11(t) and (u).7. Bidders should consult the complete text of Part 661 of the Title 49 or the Code of FederalRegulations regarding applicable Buy America requirements.