CM-10-09-182ROUND ROCK, TEXAS
PURPOSE. PASSION. PROSPERITY
City Manager Approval Summary Sheet
Consider executing "Supplemental Agreement No. 2" regarding the Downtown Intermodal
Item Caption: Transit and Parking Facility with Barnes Gromatzky Kosarek Architects (BGK).
Approval Date: September 17, 2010
Department: Public Works Administration and Special Programs
Project Manager: David Bartels
Item Summary:
This supplemental agreement incorporates the Federally required clauses and code of conduct into the
Architectural/Engineering Design Services Agreement with Barnes, Gromatzky, Kosarek Architects. On July 29, 2009,
The City Council authorized the Mayor to execute the design services agreement and accompanying Supplemental
No. 1 with Barnes, Gromatzky, Kosarek Architects to design the Intermodal Transit and Parking Facility.
The facility will provide a safe interface between pedestrians, bicyclists, automobiles and transit vehicles, as well as
provide public parking for visitors to southwest downtown Round Rock. The 56,661 -square -foot, 2 -story facility will
be located at 300 W. Bagdad and include 110 parking spaces, a bus loading/unloading area, a transit pavilion, bike
racks and lockers, and pedestrian amenities.
Strategic Plan Relevance: Mobility and Connectivity Strategic Initiative 2060 Vision
Residents and visitors will have alternative choices for transportation including public transportation
options, pedestrian/biking options and personal vehicle.
Cost: $ 11,440.00
Source of Funds: 2002 General Obligation Bonds
REV. 6/10/10
SUPPLEMENTAL AGREEMENT NO. 2 TO
"AGREEMENT FOR ARCHITECTURAL/ENGINEERING DESIGN SERVICES
FOR CITY OF ROUND ROCK DOWNTOWN INTERMODAL TRANSIT AND
PARKING FACILITY WITH BARNES GROMATZKY KOSAREK ARCHITECTS"
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON
COUNTY OF TRAVIS
CITY OF ROUND ROCK
KNOW ALL BY THESE PRESENTS:
FIRM: Barnes Gromatzky Kosarek Architects (BGK) ("Architect/Consultant")
ADDRESS: 1508 West 5th Street, Suite 200, Austin, TX 78703
PROJECT: Downtown Intermodal Transit and Parkin Facility
This Supplemental Agreement No. 2 to "City of Round Rock Agreement for
Architectural/Engineering Design Services for City of Round Rock Downtown Intermodal
Transit and Parking Facility with Barnes Gromatzky Kosarek Architects (BGK)" is made by and
between the City of Round Rock, Texas, hereinafter called the "City" and Barnes Gromatzky
Kosarek Architects (BGK), hereinafter called "BGK" or the "Architect/Consultant."
WHEREAS, City and Architect/Consultant executed "City of Round Rock Agreement for
Architectural/Engineering Design Services for City of Round Rock Downtown Intermodal
Transit and Parking Facility with Barnes Gromatzky Kosarek Architects (BGK)," hereinafter
called the "Agreement," on the 13th day of August, 2009 for the Downtown Intermodal Transit
and Parking Facility Project in the not -to -exceed amount of $606,210.00; and
WHEREAS, City and Architect/Consultant executed accompanying Supplemental Agreement
No. 1 on the same date; and
WHEREAS, it has now become necessary to amend the Agreement to do the following: (1) add
Federal Contract Clauses (also referred to as Third Party Contract Clauses) necessary for City to
seek federal reimbursement for certain fees; (2) add an exhibit entitled "Capital Metropolitan
Transportation Authority Startran, Inc. Code of Conduct," as it relates to contractors; and (3)
increase the compensation by $11,440.00 to a total not -to -exceed amount of $617,650.00; and
NOW THEREFORE, premises considered, City and Architect/Consultant agree that said
Agreement is amended as follows:
Exhibit "B" entitled "Federal Contract Clauses/Third Party Contract Clauses" shall be added to
the Agreement, and said Exhibit "B" is hereby incorporated therein and made a part thereof by
reference for all appropriate purposes. The inclusion of Exhibit "B" is for the purpose of
allowing City to seek federal reimbursement for certain fees, and the inclusion of said Exhibit
"B" in the Agreement has been agreed to by the Federal Transit Administration.
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Exhibit "C" entitled "Capital Metropolitan Transportation Authority Startran, Inc. Code of
Conduct" shall be added to the Agreement, and said Exhibit "C" is hereby incorporated therein
and made a part thereof by reference for all appropriate purposes. The inclusion of Exhibit "C"
is for the purpose of making applicable portions apply to "Contractors."
The following amendments are made relative to an increase in compensation for performance of
additional work necessitated by compliance with added federal clauses, such increase in
compensation being in the amount of $11,440.00, bringing the total not -to -exceed amount of the
Agreement to $617,650.00: Agreement, Article 1.1, Section 1.1.2.5, Subsection 2 relating to Fee
Schedule; Agreement, Article 1.3, Section 1.3.3.1 relating to Change in Services; Agreement,
Article 1.5, Section 1.5.1 relating to Compensation; Supplemental Agreement No. 1, Article I,
Section 1.02 relating to Compensation; and Supplemental Agreement No. 1, Article IV, Section
4.01 relating to Payments.
IN WITNESS WHEREOF, City and Architect/Consultant have executed this Supplemental
Agreement No. 2 in duplicate.
City of Round Rock, Texas
By: , (.
PrindN me:
Title: vkA
Date Signed: II
ATTEST:
Sara L. White, City Secretary
APPRO ED AS TO F
RM:
Stephan , Sheets, City Attorney
Barnes Gronratzky Kosarek Architects
1. FLY AMERICA — Does not apply to this contract.
2. BUY AMERICA — Does not apply to this contract.
3. CHARTER BUS and SCHOOL BUS REQUIREMENTS — Does not apply to this
contract.
4. CARGO PREFERENCE — Does not apply to this contract.
5. SEISMIC SAFETY REQUIREMENTS
a. The Consultant agrees that any new building or addition to an existing building
will be designed in accordance with the standards for Seismic Safety required in
Department of Transportation Seismic Safety Regulations 49 C.F.R. Part 41 and
will certify to compliance to the extent required by the regulation. The Consultant
also agrees to ensure that all work performed under this contract including work
performed by a subconsultant is in compliance with the standards required by the
Seismic Safety Regulations and the certification of compliance issued on the
project.
6. ENERGY CONSERVATION — Does not apply to this contract because the State of
Texas does not have an energy conservation plan.
7. CLEAN WATER
a. The Consultant agrees to comply with all applicable standards, orders or
regulations issued pursuant to the Federal Water Pollution Control Act, as
amended, 33 U.S.C. 1251 et seq.
http://www. law. cornet 1. edu/uscode/htnrl/uscode33/usc_sup-01-33_10_26. html
The Consultant agrees to report each violation to the City and understands and
agrees that the City will, in turn, report each violation as required to assure
notification to FTA and the appropriate EPA Regional Office.
b. The Consultant also agrees to include these requirements in each subcontract
exceeding $100,000 financed in whole or in part with Federal assistance provided
by FTA.
8. BUS TESTING — Does not apply to this contract.
9. PRE -AWARD and POST DELIVERY AUDIT REQUIREMENTS — Does not apply
to this contract.
10. LOBBYING
a. Consultants who apply for an award of $100,000 or more shall file the
Certification Regarding Lobbying, required by 49 CFR part 20, New Restrictions
4
EXHIBIT
on Lobbying, with the City. Each subconsultant shall file the Certification
Regarding Lobbying with the Consultant that it will not and has not used Federal
appropriated funds to pay any person or organization for influencing or attempting
to influence an officer or employee of any agency, a member of Congress, officer
or employee of Congress, or an employee of a member of Congress in connection
with obtaining any Federal contract, grant or any other award covered by 31
U.S.C. 1352. The Consultant and subconsultants shall also disclose any lobbying
with non -Federal funds that takes place in connection with obtaining any Federal
award. Such disclosures are forwarded from subconsultants to Consultant to the
City.
b. APPENDIX A, 49 C.F.R. PART 20 --CERTIFICATION REGARDING
LOBBYING
Certification for Contracts, Grants, Loans, and Cooperative Agreements (to be submitted
with each bid or offer exceeding $100, 000)
The undersignedfv', L: ` 1-/Z certifies, to the best of his or
her knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or
employee of an agency, a Member of Congress, an officer or employee of Congress, or
an employee of a Member of Congress in connection with the awarding of any Federal
contract, the making of any Federal grant, the making of any Federal loan, the entering
into of any cooperative agreement, and the extension, continuation, renewal, amendment,
or modification of any Federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to
any person for making lobbying contacts to an officer or employee of any agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member
of Congress in connection with this Federal contract, grant, loan, or cooperative
agreement, the undersigned shall complete and submit Standard Form --LLL, "Disclosure
Form to Report Lobbying," in accordance with its instructions [as amended by
"Government- wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413
(1/19/96). Note: Language in paragraph (2) herein has been modified in accordance with
Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65, to be codified at 2
U.S.C. 1601, et seq.)]
(3) The undersigned shall require that the language of this certification be included in
subconsultant contracts.
This certification is a material representation of fact upon which reliance was placed
when this transaction was made or entered into. Submission of this certification is a
prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as
amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the
required certification shall be subject to a civil penalty of not less than $10,000 and not
more than $100,000 for each such failure.
[Note: Pursuant to 31 U.S.C. § 1352(c)(1) -(2)(A), any person who makes a prohibited
expenditure or fails to file or amend a required certification or disclosure forin shall be
subject to a civil penalty of not less than $10,000 and not more than $100,000 for each
such expenditure or failure.]
The Consultant/subconsultant, l 71-11-6-6,7-/ _� % , certifies or
affirms the truthfulness and accuracy of each statement of its certification and disclosure,
if any. In addition, the Consultant understands and agrees that the provisions of 31 U.S.C.
A 3801, et seq., apply to this certification and disclosure, if any.
Name and Title of Consultant/subconsultant's Authorized Official
Signature of Consultant/subconsultant's Authorized Official
Datemay/
7c.
11. ACCESS TO RECORDS AND REPORTS
Access to Records - The following access to records requirements apply to this
Contract:
a. The City is an FTA Recipient in accordance with 49 C.F.R. 18.36(i). The
Consultant agrees to provide the City, the FTA Administrator, the Comptroller
General of the United States or any of their authorized representatives access to
any books, documents, papers and records of the Consultant which are directly
pertinent to this contract for the purposes of making audits, examinations,
excerpts and transcriptions.
b. Consultant also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA
Administrator or his authorized representatives including any Project
Management Oversight Contractor access to Consultant's records and
construction sites pertaining to a major capital project, defined at 49 U.S.C.
5302(a)1, which is receiving federal financial assistance through the programs
described at 49 U.S.C. 5307, 5309 or 5311. By definition, a major capital project
excludes contracts of less than the simplified acquisition threshold currently set at
$100,000.
c. The Consultant agrees to permit any of the foregoing parties to reproduce or to
copy excerpts and transcriptions as reasonably needed.
d. The Consultant agrees to maintain all books, records, accounts and reports
required under this contract for a period of not less than three years after the date
of termination or expiration of this contract, except in the event of litigation or
settlement of claims arising from the performance of this contract, in which case
Consultant agrees to maintain same until the City, the FTA Administrator, the
Comptroller General, or any of their duly authorized representatives, have
disposed of all such litigation, appeals, claims or exceptions related thereto.
Reference 49 C.F.R. 18.39(i)(11).
e. FTA does not require the inclusion of these requirements in subconsultant
contracts.
12. FEDERAL CHANGES
a. Consultant shall at all times comply with all applicable FTA regulations, policies,
procedures and directives, including without limitation those listed directly or by
reference in the Master Agreement between the City and FTA, as they may be
amended or promulgated from time to time during the term of this contract.
Consultant's failure to so comply knowingly shall constitute a material breach of
this contract.
13. BONDING REQUIREMENTS — Does not apply to this contract.
14. CLEAN AIR
a. The Consultant agrees to comply with alI applicable standards, orders or
regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401
et seq.
http. //wwx'. lain. cornell. edu/uscode/42/use_srup_0.1 _42_I0_85_20_I30A. html
The Consultant agrees to report each violation to the City and understands and
agrees that the City will, in turn, report each violation as required to assure
notification to FTA and the appropriate EPA Regional Office.
b. The Consultant also agrees to include these requirements in each subconsultant
contract exceeding $100,000 financed in whole or in part with Federal assistance
provided by FTA.
15. RECYCLED PRODUCTS — Does not apply to this contract.
16. DAVIS-BACON and COPELAND ANTI -KICKBACK ACTS — Does not apply to
this contract.
17. CONTRACT WORKS HOURS and SAFETY STANDARDS ACT -- Does not apply
to this contract.
18. RESERVED
19. NO FEDERAL GOVERNMENT OBLIGATION TO THIRD PARTIES
a. The City and Consultant acknowledge and agree that, notwithstanding any
concurrence by the Federal Government in or approval of the solicitation or award
of the underlying contract, absent the express written consent by the Federal
Government, the Federal Government is not a party to this contract and shall not
be subject to any obligations or liabilities to the City, Consultant, or any other
party (whether or not a party to that contract) pertaining to any matter resulting
from the underlying contract.
b. The Consultant agrees to include the above clause in each subconsultant contract
financed in whole or in part with Federal assistance provided by FTA. It is further
agreed that the clause shall not be modified, except to identify the subconsultant
who will be subject to its provisions.
20. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS and
RELATED ACTS
a. The Consultant acknowledges that the provisions of the Program Fraud Civil
Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq.
http: //roil.law. cornell. edu/uscode/html/uscode31/rrsc_sup_01_31_08I1110_38.
hind and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part
31
http. //eco•.gpoaccess.gov/cgi/t/text/text-
idx?c—ecfi•&tpl=/ecfi•browse/Title49/49cfi•31_main_02.tpl, apply to its actions
pertaining to this Project. Upon execution of the underlying contract, the
Consultant certifies or affirms the truthfulness and accuracy of any statement it
has made, it makes, it may make, or causes to be made, pertaining to the
underlying contract or the FTA assisted project for which this contract work is
being performed. In addition to other penalties that may be applicable, the
Consultant further acknowledges that if it knowingly makes, or causes to be
made, a false, fictitious, or fraudulent claim, statement, submission, or
certification, the Federal Government reserves the right to impose the penalties of
the Program Fraud Civil Remedies Act of 1986 on the Consultant to the extent the
Federal Government deems appropriate.
b. The Consultant also acknowledges that if it knowingly makes, or causes to be
made, a false, fictitious, or fraudulent claim, statement, submission, or
certification to the Federal Governinent under a contract connected with a project
that is financed in whole or in part with Federal assistance originally awarded by
FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right
to impose the penalties of 18 U.S.C. § 1001
http://www.law.cornell.edu/uscode/ht,nl/uscodel8/usc sec 18 00001001----000-
.html and 49 U.S.C. § 5307(n)(1)
http://knyfustia.conOts/codes/title49/49usc5307.html on the Consultant, to the
extent the Federal Government deems appropriate.
c. The Consultant agrees to include the above two clauses in each subconsultant
contract financed in whole or in part with Federal assistance provided by FTA. It
is further agreed that the clauses shall not be modified, except to identify the
subconsultant who will be subject to the provisions.
21. TERMINATION
City's termination requirements are found in the Standard Form of Agreement between
Owner and Consultant in paragraph 1.3.8, Termination or Suspension and Supplemental
Agreement No. 1 in Article VI, Termination and Default.
22. GOVERNMENT -WIDE DEBARMENT AND SUSPENSION
a. This contract is a covered transaction for purposes of 49 C.F.R. Part 29. As such,
the Consultant is required to verify that none of the Consultant, its principals, as
defined at 49 C.F.R. 29.995
httpJ/edocket.access.gpo.gov/cfi• 2004/octgtr/pdf/490.29.995.pdf or affiliates, as
defined at 49 C.F.R. 29.905
httpJ/edocket.access.Qpo.gov/efi•_2004/octgtr/pdf/49cf •29.905.pdf are excluded
or disqualified as defined at 49 C.F.R. 29.940
http://edocket.access.gpo.gov/cfr 2004/octqtr/pdf/49cfr29.940.pdfand 29.945
http://edocket. access.gpo.gov/cfr 2004/octgt /pdf/49cfi•29.945.pdf
b. The Consultant is required to comply with 49 C.F.R. 29, Subpart C and must
include the requirement to comply with 49 C.F.R. 29, Subpart C in any
subconsultant contract it enters into.
c. By signing Supplemental Agreement No. 2, the bidder or proposer certifies as
follows:
i. The certification in this clause is a material representation of fact relied
upon by the City. If it is later determined that the bidder or proposer
knowingly rendered an erroneous certification, in addition to remedies
available to the City, the Federal Government may pursue available
remedies, including but not limited to suspension and/or debarment. The
Consultant agrees to comply with the requirements of 49 C.F.R. 29,
Subpart C while this offer is valid and throughout the period of any
contract that may arise from this offer. The Consultant further agrees to
include a provision requiring such compliance in its subconsultant
contracts.
23. PRIVACY ACT — Does not apply to this contract.
24. CIVIL RIGHTS REQUIREMENTS
a. Civil Rights - The following requirements apply to the underlying contract:
b. Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as
amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975,
as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act
of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the
Consultant agrees that it will not discriminate against any employee or applicant
for employment because of race, color, creed, national origin, sex, age, or
disability. In addition, the Consultant agrees to comply with applicable Federal
implementing regulations and other implementing requirements FTA may issue.
c. Equal Employment Opportunity - The following equal employment opportunity
requirements apply to the underlying contract:
i. Race, Color, Creed, National Origin, Sex - In accordance with Title VII of
the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit
laws at 49 U.S.C. § 5332, the Consultant agrees to comply with all
applicable equal employment opportunity requirements of U.S.
Department of Labor (U.S. DOL) regulations, "Office of Federal Contract
Compliance Programs, Equal Employment Opportunity, Department of
Labor," 41 C.F.R. Parts 60 et seq., (which implement Executive Order No.
11246, "Equal Employment Opportunity," as amended by Executive Order
No. 11375, "Amending Executive Order 11246 Relating to Equal
Employment Opportunity," 42 U.S.C. § 2000e note), and with any
applicable Federal statutes, executive orders, regulations, and Federal
policies that may in the future affect construction activities undertaken in
the course of the Project. The Consultant agrees to take affirmative action
to ensure that applicants are employed, and that employees are treated
during employment, without regard to their race, color, creed, national
origin, sex, or age. Such action shall include, but not be limited to, the
following: employment, upgrading, demotion or transfer, recruitment or
recruitment advertising, layoff or termination; rates of pay or other forms
of compensation; and selection for training, including apprenticeship. In
addition, the Consultant agrees to comply with any implementing
requirements FTA may issue.
ii. Age - In accordance with section 4 of the Age Discrimination in
Employment Act of 1967, as amended, 29 U.S.C. § 623 and Federal
transit law at 49 U.S.C. § 5332, the Consultant agrees to refrain from
discrimination against present and prospective employees for reason of
age. In addition, the Consultant agrees to comply with any implementing
requirements FTA may issue.
iii. Disabilities - In accordance with section 102 of the Americans with
Disabilities Act, as amended, 42 U.S.C. § 12112, the Consultant agrees
that it will comply with the requirements of U.S. Equal Employment
Opportunity Commission, "Regulations to Implement the Equal
Employment Provisions of the Americans with Disabilities Act," 29
C.F.R. Part 1630, pertaining to employment of persons with disabilities. In
addition, the Consultant agrees to comply with any implementing
requirements FTA may issue.
d. The Consultant also agrees to include these requirements in each subconsultant
contract financed in whole or in part with Federal assistance provided by FTA,
modified only if necessary to identify the affected parties.
25. BREACHES AND DISPUTE RESOLUTION
City's dispute resolution requirements are found in the Standard Form of Agreement
between Owner and Consultant in paragraphs 1.3.4, Mediation, 1.3.5, Arbitration, and
1.3.6, Claims for Consequential Damages.
26. PATENT AND DISPUTE RESOLUTION — Does not apply to this contract.
27. TRANSIT EMPLOYEE PROTECTIVE AGREEMENTS — Does not apply to this
contract.
28. DISADVANTAGED BUSINESS ENTERPRISES
a. Objective/Policy Statement - The City of Round Rock has established a
Disadvantaged Business Enterprise (DBE) program in accordance with
regulations of the U.S. Department of Transportation (DOT), 49 C.F.R. Part 26.
The City of Round Rock has received Federal financial assistance from the
Department of Transportation, and as a condition of receiving this assistance, the
City of Round Rock has signed an assurance that it will comply with 49 C.F.R.
Part 26.
b. It is the policy of the City of Round Rock to ensure that DBEs, as defined in 49
C.F.R. Part 26, have an equal opportunity to receive and participate in DOT—
assisted contracts. It is also the City's policy:
i. To ensure non-discrimination in the award and administration of DOT -
assisted contracts;
ii. To create a level playing field on which DBEs can compete fairly for
DOT -assisted contracts;
iii. To ensure that the DBE Program is narrowly tailored in accordance with
applicable law;
iv. To ensure that only firms that fully meet 49 C.F.R. Part 26 eligibility
standards are permitted to participate as DBEs;
v. To help remove barriers to the participation of DBEs in DOT- assisted
contracts, as allowed by federal, state and local regulations; and
vi. To assist the development of firms that can compete successfully in the
market place outside the DBE Program.
c. This contract is subject to the requirements of Title 49, Code of Federal
Regulations, Part 26, Participation by Disadvantaged Business Enterprises in
Department of Transportation Financial Assistance Programs. The national goal
for participation of Disadvantaged Business Enterprises (DBE) is 10%. The
agency's overall goal for DBE participation is 18 %. A separate contract goal of
18 % DBE participation has been established for this procurement.
d. The Consultant shall not discriminate on the basis of race, color, national origin,
or sex in the performance of this contract. The Consultant shall carry out
applicable requirements of 49 C.F.R. Part 26
http://www.access.gpo.gov/vara/cfi/waisidx_02/49cfir2b02.html in the award and
administration of DOT -assisted contracts. Failure by the Consultant to knowingly
carry out these requirements is a material breach of this contract, which may
result in the termination of this contract or such other remedy as the recipient
deems appropriate. Each subcontract the Consultant signs with a subconsultant
must include the assurance in this paragraph.
e. Proposers are required to document sufficient DBE participation to meet these
goals or, alternatively, document adequate good faith efforts to do so, as provided
for in 49 C.F.R. 26.53. Award of this contract is conditioned on submission of the
following concurrent with and accompanying an initial proposal:
i. The names and addresses of DBE firms that will participate in the
contract;
ii. A description of the work that each DBE will perform;
iii. The dollar amount of the participation of each DBE firm participating;
iv. Written and signed documentation of commitment to use a DBE
subconsultant whose participation it submits to meet a contract goal (Refer
to Form 1 included herein at the end of this Section 28);
v. Written and signed confirmation from the DBE that it is participating in
the contract as provided in the prime Consultants commitment (Refer to
Form 2 included herein at the end of this Section 28); and
vi. If the contract goal is not met, evidence of good faith efforts.
f. Proposers must present the information required above with initial proposals.
g•
Prompt Payment Act: In accordance with Chapter 2251, V.T.C.A., Texas
Government Code, any payment to be made by the City to the Consultant will be
made within thirty (30) days of the date the City receives goods under this
Agreement, the date the performance of the services under this Agreement are
completed, or the date the City receives a correct invoice for the goods or
services, whichever is later.
h. The Consultant may charge interest on an overdue payment at the "rate in effect"
on September 1 of the fiscal year in which the payment becomes overdue, in
accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This
Prompt Payment Policy does not apply to payments made by the City in the event:
i. There is a bona fide dispute between the City and the Consultant, about
deliverables or the services performed that causes the payment to be late;
or
ii. There is a bona fide dispute between the Consultant and a subconsultant
about deliverables or the services performed that causes the payment to be
late; or
iii. The terms of a federal contract, grant, regulation, or statute prevent the
City from making a timely payment with federal funds; or
iv. The invoice is not mailed to the City in strict accordance with any
instruction in the contract relating to the payment.
i. The Consultant must promptly notify the City whenever a DBE subconsultant
performing work related to this contract is terminated or fails to complete its
work, and must make good faith efforts to engage another DBE subconsultant to
perform at least the same amount of work. The contractor may not terminate any
DBE subconsultant and perform that work through its own forces or those of an
affiliate without prior written consent of the City.
FORM 1: Written and signed documentation of commitment to use a DBE subconsultant
whose participation Contractor submits to meet a contract goal:
FORM 1: DISADVANTAGED BUSINESS ENTERPRISE (DBE) UTILIZATION
The undersigned bidder/offeror has satisfied the requirements of the bid specification in the
following manner (please check the appropriate space):
The bidder/offeror is committed to a minimum of % DBE utilization on this
contract.
The bidder/offeror (if unable to meet the DBE goal of 24%) is committed to a minimum
of % DBE utilization on this contract and submits documentation demonstrating good faith
efforts.
Name of bidder/offeror's firm:
State Registration Number:
By:
Title:
(Signature)
Name of Signer:
(Printed)
FORM 2: Written and signed confirmation
contract as provided in the prime contractors
FORM 2: Submit this forin for each DBE
times as necessary.
FORM 2: LETTER OF INTENT
Name of bidder/offeror's firm:
from the DBE
commitment:
subconsultant.
that it is participating in the
Reproduce Form 2 as many
Address:
City: State: Zip:
Name of DBE firm:
Address:
City: State:
Zip:
Telephone:
Description of work to be performed by DBE firm:
The bidder/offeror is committed to utilizing the above-named DBE firm for the work described
above. The estimated dollar value of this work is $
Affirmation
The above-named DBE firm affirms that it will perform the portion of the contract for the
estimated dollar value as stated above.
By:
(Signature)
(Printed Name) (Title)
If the bidder/offeror does not receive award of the prime contract, any and all
representations in this Letter of Intent and Affirmation shall be null and void.
29. RESERVED
30. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA)
TERMS
a. The preceding provisions include, in part, certain Standard Terms and Conditions
required by DOT, whether or not expressly set forth in the preceding contract
provisions. All contractual provisions required by DOT, as set forth in FTA
Circular 4220.1E are hereby incorporated by reference. Anything to the contrary
herein notwithstanding, all FTA mandated terms shall be deemed to control in the
event of a conflict with other provisions contained in this Agreement. The
Contractor shall not perforin any act, fail to perform any act, or refuse to comply
with any the City requests which would cause the City to be in violation of the
FTA terms and conditions.
31. DRUG and ALCOHOL TESTING — Does not apply to this contract.
Fug METRO
Stgran, Inc.
CMTA STARTRAN, INC. CODE OF
CONDUCT
LEGAL -150
Manager of Legal
issued: January 2000
Revised: November 2008
Approved by: Fred M. Gilliam
President/CEO
CAPITAL METROPOLITAN TRANSPORTATION AUTHORITY
STARTRAN, INC.
CODE OF CONDUCT
SECTION I. Declaration of Pollcv.
The Capital Metropolitan Transportation Authority ("Capital Metro") Board of
Directors,- its employees, .agents, and contractors must abide by the highest standards of
conduct in carrying out Capital Metro's stewardship of public funds in order for the public to
be assured that the actions of Capital Metro serve only the authority's best interests.
SECTION II. Definitions.
For the purpose of this Code of ponduct, the following definitions shall apply:
1) "Affected" means reasonably likely to be subject to .a direct economic effect or
consequence,
2) "Agent" means a person authorized by Capital Metro to act for Capital Metro.
3) "Business entity" means a sole proprietorship, partnership, limited partnership,
firm, corporation, holding company, joint stock company, receivership, trust, or any other
entity recognized by law through
Which business is conducted.
4) "Board of Directors" means the governing body of Capital
5) "Confidential Information" means any information
possession which Capital Metro is legally required or has determined
and which Capital Metro has the legal right to keep confidential.
6) "Board Member/employee has a "Conflict of Interest" if
substantial interest in a business entity that will be affected by his or
vote, decision, recommendation, or action.
Metro.
in Capital Metro's
to keep confidential,
the employee has a
her participation in a
"Board Member/employee has a "Conflict of Interest" if the employee has a
substantial interest in real property that will be affected by his or her participation in a vote,
decision, recommendation, or action and the vote, decision, recommendation, or action will
have a special economic effect on the value of the property, distinguishable from its effect
on the public.
"Board Member/employee has a "Substantial interest" In a business entity or real
1 EXHIBIT
nCri
property if:
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CMTA STARTRAN, INC. CODE OF CONDUCT—
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(a)
the interest is ownership of 10 percent or more of the voting stock or shares
of the business entity or ownership of 10 percent or more or $15,000 or more
of the fair market value of the business entity;
(b) funds received by the employee from the business entity exceed 10 percent
of the employee's gross income for the previous year;
(c) the interest in real property is an equitable or legal ownership with a fair
market value of $2,500 or more;
(d) an organization which employs, or is about to employ, the employee has a
substantial interest in the business entity as defined In (1) and (2); or
(e) one of the following Individuals has a substantial interest, as defined in
subsections (a), (b) and (c) above, in a business entity or real property: an
employee's spouse, mother, father, brother, sister, children, aunt,- uncle, first
cousin, mother-in-law, father-in-law, brother-in-law, sister-in-law, stepchild,
stepparents, grandparent, or grandchild. A relationship by marriage will end
by death or divorce unless there is a living child or descendent • of the
marriage.
7) "Contractor" means a person or business entity that has entered into a contract
with Capital Metro to provide goods or services for Capital Metro.
8) "Employee" means any person holding a position with Capital Metro for which
compensation is received, including part-time workers employed more than ten (10) hours
per week or intermittent, seasonal, or temporary workers.
SECTION 11. Standards of Conduct.
Board members, employees, agents and contractors shall exercise good -faith
judgment and uphold the mission of Capital Metro as follows:
1) Ensure that Capital Metro complies with all applicable laws and regulations.
2) Adhere to Capital Metro policies and procedures.
3) Efficiently transact Capital Metro business and safeguard Capital Metro
assets from waste, abuse, theft or damage.
4) Exhibit a desire -to serve the public, and display a helpful, tolerant manner.
5) Treat fellow Board members, employees, agents, contractors and the public
with honesty, respect and dignity.
6) Reveal all material facts known to them when reporting on work projects.
7) Disclose immediately any information regarding unethical or wrongful conduct
related to Capital Metro transactions to the Board Vice Chair or the Capital Metro Ethics
Officer.
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CMTASTARTRAN, INC. CODE OF CONDUCT—
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SECTION IV. Absolute Prohibitions,
No Board Members, Employees, Contractors, or Agents shall:
1) Participate in a business, contract, or real property transaction in which
he/she has a substantial interest.
2) Solicit, accept, or agree to accept any benefit as consideration for his/her
decision, vote, opinion or recommendation.
3) Solicit, accept, or agree to accept any benefit as consideration for his/her
violation of any law or duty.
4) Solicit, accept or agree to accept any benefit from a person that is interested
in any Capital Metro contract or transaction.
5) No Board Member or employee may receive or accept any gift or favor from a
contractor or potential contractor of Capital Metro.
6) Act as a surety for a business that has a contract with Capital Metro.
7) Disclose or use confidential Information that Capital Metro has not made
public for.his/her personal benefit.
8) Use his/her official position or employment or Capital Metro's facilities,
equipment or supplies to obtain private gain or advantage.
9) Engage in any transaction or activity or incur an obligation in a business,
contract or real property transaction that would conflict with Capital Metro.
10) Fail to disclose his/her discussions of future employment with any business
interested in Capital Metro transactions.
11) Represent, for remuneration, any person in any proceeding involving Capital
Metro's interests.
12) Capital Metro Board Members,.employees, and agents shall not use
their authority to unfairly influence other Board Members or other employees or agents to
perform illegal, Immoral or discreditable acts.
13) Communicate details of any active Capital Metro procurement or solicitation
to any contractor or potential contractor. -
14) For a period of 2 years after leaving employment, participate for a business
entity in which the employee has a substantial interest in a recommendation, bid, proposal
or solicitation in a Capital Metro contract, procurement or personnel administration matter.
15) For a period of 2 years after leaving employment, receive any pecuniary
benefit from a Capital Metro contract or procurement through the ownership of a substantial
interest, as defined in Section II, subsection 6 above, in a business entity or real property.
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CMTA STARTRAN, INC. CODE OF CONDUCT —
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SECTION V. Exceptions to Prohibitions
The Prohibitions listed above do not apply to the following:
1) A . gift or other benefit conferred, independent of . the Board_Member's or
employee's relationship with Capital Metro, that is not given or received with the intent to
influence the Board Member or employee in the performance of his or her official duties.
The Board Vice Chair or the Ethics Officer must be consulted for a determination as to
whether a potential gift falls within this exception.
2) Food, lodging, transportation In consideration for legitimate services rendered
by the Board Member.or employee related to his or her official duties.
SECTION VI. Disclosure of Conflict of interest Requirements:
1) A Board Member or employee must disclose any interest in a business, a
contract, or in real property that would confer a benefit by their vote or decision.
a) A Board Member or employee cannot participate in the
consideration of the matter subject to the vote or
decision.
b) Prior to the vote or decision, the Board Member or •
employee shall file an affidavit relating to the interest in the
business, contract or real property with the Board
Vice Chair or Ethics Officer.
2) A Board Member or employee must disclose the name of a potential employer if
the prospective employer has an interest in any Capital Metro transaction upon which the
Board Member or employee may be involved.
SECTION VII, Penalties
In addition to turning over evidence of misconduct to the proper law enforcement
agency when appropriate, the following penalties may be enforced:
1) The failure of a Board Member to comply with the requirements of this policy
shall constitute grounds for censure or removal from the Board in accordance with Section
451.511 of the Texas Transportation Code.
2) The failure of an employee to comply with the requirements of this policy shall
result in disciplinary action up to and including termination.
3) The failure of an agent or contractor of Capital Metro to comply with this
policy shall be grounds for such contractual remedy as may be appropriate up to and •
including termination of the contract and debarment of the contractor.
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