Agenda packet — Gardena City Council, April 26, 2022 (part 2 of 6)

The purpose of these goals is to meet the specific needs of the community and achieve regulatory compliance while minimizing the financial impact on ratepayers. Again, our experience has helped us develop a vast array of facilitation methods, including online surveys, webinars, live streams, and council workshops. HF&H staff includes SWANA and CRRA certified zero waste instructors.

4. HF&H does not provide solid waste consulting services to waste haulers. HF&H exclusively provides consulting services to municipalities for the better interest of our clients and to avoid potential conflicts of interest that may arise in firms that attempt to serve public agencies and haulers. We believe this independence is particularly important for objective proposal evaluation and effective negotiations during the procurement of a solid waste services agreement. Additionally, our municipal focus ensures that we are aware of the unique requirements of public officials.

Thank you for the opportunity to provide you with this informat ion. We look forward to an opportunity to continue our partnership with the City. If you have any questions, please contact Debbie Morris at (949) 251‐1106 or dmorris@hfh‐consultants.com.

Very truly yours,
HF&H CONSULTANTS, LLC

Laith Ezzet, CMC Debbie Morris
Senior Vice President Senior Manager

City of Gardena Scope of Work and Fee Estimate to Provide Solid Waste Consultant Services

April 13, 2022 Page 1 HF&H Consultants, LLC

SECTION 1: SCOPE OF WORK
Task 1: Franchise Management
HF&H has developed hauler report monitoring mechanisms to asses s increases/decreases in residential curbside recycling and organics diversion, and commercial/multi‐family diversion on a monthly basis.

Under this contract, HF&H will monitor these programs closely an d m e a s u r e t h e s u c c e s s o f r e c y c l i n g efforts implemented by Waste Resources of Gardena (WRG).

P u b l i c e d u c a t i o n i s v i t a l t o e n s u r i n g t h e s u c c e s s o f t h e C i t y ’ s diversion programs. The City’s pending franchise agreement with WRG contains specific public education and outreach requirements. HF&H will monitor the quantity and quality of public education pieces pre pared by WRG, suggest topics for public education pieces, and will review public education pieces for accuracy.

The franchise management task will also include our review of W RG’s annual rate increase request. We will review the accuracy of the WRG’s calculations, in accordan ce with the allowable annual increase in the franchise agreement, and document recommended adjustments to the submittal, if applicable.

HF&H shall attend virtual monthly meetings with City staff and WRG to monitor WRG’s compliance with contractual requirements and discuss the success of recycling programs and plans to improve waste diversion.

Task 2: Maintenance Activities
HF&H will assist with various waste management‐related inquiries and miscellaneous tasks that arise from time to time. These tasks will include legislative research an d reporting, monitoring the activities and objectives of the Los Angeles County Integrated Waste Management Task Force (“Task Force”), and providing general solid waste and recycling liaison assistance.

To perform this task, HF&H will:

 Track solid waste legislation, regulations, CalRecycle policy decisions, and other solid waste issues pertinent to the City;
 Provide legislative and regulatory updates and discuss significant items at face‐to‐face meetings; and,  Monitor Task Force meetings and initiatives.

This task will also include communication with the City’s CalRecycle representative to ensure ongoing compliance with state regulations such as CalGreen, AB 341, AB 827, AB 939, AB 2176 and SB 1383.

Additionally, this task may require the development of new programs or the enhancement of existing diversion programs.

Task 3: Coordinate, Promote and Monitor Recycling Programs HF&H will provide public education support for the commercial, multi‐family, and single‐family curbside recycling programs to increase the diversion rates in these sectors.

To perform this task, HF&H will:

City of Gardena Scope of Work and Fee Estimate to Provide Solid Waste Consultant Services

April 13, 2022 Page 2 HF&H Consultants, LLC

 Monitor both the commercial/multi‐family and the single‐family recycling programs throughout the year, including review of monthly tonnage and customer count re ports submitted by the contractor, and attendance at monthly meetings with the City and the contractor.  Prepare public education and outreach materials.

Task 4: Analyze Monthly and Quarterly Reports
HF&H has developed an excel‐based program which analyzes the mo nthly and quarterly reports to be submitted by WRG. Through the use of this program, HF&H can ide ntify potential irregularities and/or inaccuracies of the data submitted via WRG’s reports. The program also tracks the progress of AB 939, AB 341, and SB 1383 compliance.

Part 5: Mandatory Commercial Recycling and Organics Regulation Compliance In 2021, HF&H assisted the City in developing the ordinances required by SB 1383, including the mandatory organics and recycling ordinance. HF&H will track the progress of customer compliance with the mandatory programs. Additionally, HF&H will:

• Assist the City by preparing and submitting, for City approval, public education and outreach materials to encourage participation in the source separated recyclables and organics collection programs. • R e v i e w p r o g r a m p a r t i c i p a t i o n l e v e l s a n d W R G ’ s o u t r e a c h a n d d i s cuss findings during the monthly franchise management meetings with WRG and the City.
• Prepare documentation to be incl uded with the City’s Electronic Annual Report (EAR) submitted to CalRecycle and assist the City in responding to other inquiries by CalRecycle. • Brief the City on new updates to key recycling legislation.

Part 6: SB 1383 Assistance
In addition to the SB 1383 compliance tasks included in previou s tasks, HF&H will perform the following to assist the City in complying with SB 1383:

• Review information provided by WRG to confirm that they provide their customers with information on properly separating materials, organic waste prevention, on‐site recycling, methane reduction benefits, how to recycle organic waste, self‐haul requirements, and edible food donation. • Develop drafts for review by the City of public education and o utreach information for edible food generators. This information will be distributed by the City to the Tier One and Tier Two Edible Food Generator lists provided by WRG.
• HF&H will prepare, for the City ’s review, the annual SB 1383 co mpliance report required by 14 CCR 18994.2 based on information available to us. HF&H will submit this electronic report to CalRecycle on behalf of the City by October 1, 2022, and August 1 annually, thereafter. • On an ongoing basis, maintain all electronic implementation rec ords provided to us in Sharepoint so that they may be accessed by CalRecycle within ten business days of request (14 CCR 18995.2). • HF&H will utilize CalRecycle’s organic waste and edible food recovery capacity planning tools to provide the information to the County on behalf of the City. Th e initial data is due to the County on June 15, 2022. This will be conducted in accordance with 14 CCR 18992.1, 18992.2, 18992.3 and is due to CalRecycle from the County on August 1, 2022, and August 1, 2024.

City of Gardena Scope of Work and Fee Estimate to Provide Solid Waste Consultant Services

April 13, 2022 Page 3 HF&H Consultants, LLC

Part 7: Recycling and Disposal Reporting System Reconciliation Governor Brown signed AB 901 (Gordon, Chapter 746, Statutes of 2015) into law to change how organics, r e c y c l a b l e m a t e r i a l , a n d s o l i d w a s t e a r e r e p o r t e d t o C a l R e c y c l e. The Recycling and Disposal Facility Reporting System (RDRS) law requires the following businesses to r e p o r t d i r e c t l y t o C a l R e c y c l e o n a quarterly basis on types, quantities, and destinations of materials that are disposed of, sold, or transferred inside or outside of the state:
• Recycling facilities
• Composting facilities
• Disposal facilities including landfills
• Transformation facilities
• Engineered municipal solid waste conversion facilities • Transfer/processor facilities
• Contract haulers
• Food waste self‐haulers
• Brokers
• Transporters

The RDRS will provide greater transparency of materials reporte d as originating from the City by these entities.

HF&H will perform the following tasks to review the tonnage and facilities reported on the RDRS:

1. Compare WRG’s tonnage reports to the RDRS, identify differences , and request that WRG make the appropriate revisions to their reports.

2. Review facility reports which allocate tonnages to the City.

3. Identify haulers from facility reports that do not have the authority to provide collection services in the City.

4. Prepare letters for the City to send to illegal haulers, reques ting them to cease operations in the City.

5. Prepare documentation listing inaccuracies or inconsistencies identified, forward the form and all reference information to CalRecycle and include this information in the EAR.

Part 8: CalRecycle Assistance

1. HF&H will review the City’s Electronic Annual Report to CalRecycle prepared by WRG.

2. HF&H will assist the City by responding to questions from CalRe cycle and prepare for and participate in the annual conference calls and meetings with CalRecycle.

City of Gardena Scope of Work and Fee Estimate to Provide Solid Waste Consultant Services

April 13, 2022 Page 4 HF&H Consultants, LLC

SECTION 2: FEE PROPOSAL

The City can compensate HF&H for its consulting services throug h the SB 1383 grant and the AB 939/SB 1383 Regulatory Reimbursement paid by WRG. Section 3.2 of the pending agreement with WRG includes an AB 939/SB 1383 Regulatory Reimbursement of 1.5% of gross revenues collected by WRG. The contract value in 2020 was approximately $14 million which would equate to over $200,000 in the Regulatory Reimbursement, and the contract value may increase once the new agreement is implemented.

We will perform the scope of work based on time and materials. Estimated costs for the three proposed periods are as follows:

 April 27, 2022 through June 30, 2022 ‐ $30,000;
 July 1, 2022 to June 30, 2023 ‐ $90,000; and,
 July 1, 2023 to June 30, 2024) ‐ $90,000

The workplans on the following pages itemize hours by task and staff classification. Hours may be shifted among tasks.

We will bill the City once per month based on the number of hours worked and expenses incurred.

Payment is due within 30 days of invoicing. Hourly rates are shown below.

Professional Fees
Hourly rates for professional and administrative personnel thro ugh December 31, 2022, are as follows and will adjust by 3% each January 1 thereafter:

Position Rate

Executive $300 ‐ $315
Senior Project Manager $285 ‐ $295
Project Manager $240 ‐ $250
Senior Associate $210 ‐ $225
Associate Analyst $160 ‐ $170
Assistant Analyst $145 ‐ $150
Administrative Staff $110 ‐ $120
Direct Expenses
Standard charges for common direct expenses are as follows:

Automobile Travel Prevailing IRS mileage rate
Airfare and Public Transit Actual Cost
City of Gardena Scope of Work and Fee Estimate to Provide Solid Waste Consultant Services

April 13, 2022 Page 5 HF&H Consultants, LLC

Table 1: April 27, 2022 through June 30, 2022
Sr. Vice
Pres ident
Sr. Project
Manager
Sr.

Associa te Associate Total Hours

1. Franchise Management
1A Monitor contractor compliance 2 2 2 4 10 1B Gather, review and analyze contractor's reports
1C Review public education developed by contractor - 4 - 8 12 1D Schedule and attend monthly meetings - 2 2 4 8 1E Maintain and update action items - - - 2 2 Subtotal: Task 1 Hours 2 8 4 18 32 Task 1 Fees 630 2,320 900 3,042 6,892

2. 2A Track solid waste legislation, and policy decisions - 2 - - 2 2B Provide regulatory updates - 2 - - 2 Subtotal: Task 2 Hours - 4 - - 4 Task 2 Fees -$ 1,160$ - $ - $ 1,160$

3. 3A Monitor recycling programs - 4 4 4 12 3B Prepare public education and outreach materials - 2 - 3 5 Subtotal: Task 3 Hours - 6 4 7 17 Task 3 Fees -$ 1,740$ 900 $ 1,183 $ 3,823 $

4. 4A Receive and analyze contractor's reports - 4 4 4 12 4B Track submittal of contractor reports - - - 2 2 4C Review mathematical accuracy of gross receipts reports - - - 3 3 4D Prepare excel document summarizing reports to City - 12 2 6 20 4E Calculate ratio of gross receipts to tonnage - - - 2 2 Subtotal: Task 4 Hours - 16 6 17 39 Task 4 Fees -$ 4,640$ 1,350 $ 2,873 $ 8,863 $

5. Mandatory Commercial Recycling and Organics Regulation Compli ance 5A Prepare public education and outreach materials - - 2 4 6 5B Review program participation - - - 2 2 Subtotal: Task 5 Hours - - 2 6 8 Task 5 Fees -$ - $ 450$ 1,014 $ 1,464 $

6. 6A Develop public education and outreach to Tier 1 and Tier edible food generators
- - 1 2 3 6B Maintain implementation records - - 2 8 10 6C Provide organics and edible food capacity to County - - 4 1 6 20 Subtotal: Task 6 Hours - - 7 26 33 Task 6 Fees -$ - $ 1,575$ 4,394 $ 5,969 $ 7 7A Respond to questions from CalRecycle - 2 - 6 8 Subtotal: Task 7 Hours - 2 - 6 8 Task 7 Fees -$ 580$ - $ 1,014$ 1,594 $ Total Hours 2 36 23 80 141 Hourly Rate 315$ 290 $ 225 $ 169 $ Subtotal 630$ 10,440$ 5,175 $ 13,520 $ 29,765 $ Expenses 235$
Total Fees and Expenses 30,000$
* Hours may be shifted among tasks
CalRecycle Assistance
Time included in Task 4
SB 1383 Assista nce
Task Description
Maintenance Activities
Coordinate, Promote and Monitor Recycling Programs
Analyze Monthly & Quarterly Reports; Conduct Biennial Audit

City of Gardena Scope of Work and Fee Estimate to Provide Solid Waste Consultant Services

April 13, 2022 Page 6 HF&H Consultants, LLC

Table 2: Contract Year 1: July 1, 2022 to June 30, 2023 Sr. Vice
Pres ident
Sr. Project
Manager
Sr.

Associate Associate Total Hours

1. Franchise Management
1A Monitor contractor compliance 2 6 8 16 32 1B Gather, review and analyze contractor's reports
1C Review and verify contractor's annual rate adjustment 2 2 8 - 12 1D Review public education developed by contractor - - - 8 8 1E Schedule and attend monthly meetings 2 24 8 24 58 1F Maintain and update action items - 4 - 1 2 16 Subtotal: Task 1 Hours 6 36 24 60 126 Task 1 Fees 1,890 10,440 5,400 10,140 27,870

2. 2A Track solid waste legislation, and policy decisions - 8 - - 8 2B Provide regulatory updates - 4 - - 4 2C Prepare reports and documents 2 4 - 8 14 Subtotal: Task 2 Hours 2 16 - 8 26 Task 2 Fees 630$ 4,640 $ - $ 1,352$ 6,622 $

3. 3A Monitor recycling programs - 4 4 4 12 3B Prepare public education and outreach materials - 2 - 8 10 Subtotal: Task 3 Hours - 6 4 12 22 Task 3 Fees -$ 1,740$ 900 $ 2,028 $ 4,668 $

4. 4A Receive and analyze contractor's reports - - 4 16 20 4B Track submittal of contractor reports - - - 4 4 4C Review mathematical accuracy of gross receipts reports - - 2 4 6 4D Maintain excel document summarizing reports to City - - - 4 4 4E Calculate ratio of gross receipts to tonnage - - - 4 4 Subtotal: Task 4 Hours - - 6 32 38 Task 4 Fees -$ - $ 1,350$ 5,408 $ 6,758 $

5. Mandatory Commercial Recycling and Organics Regulation Compli ance 5A Prepare public education and outreach materials - 2 2 8 12 5B Review program participation 1 4 2 6 13 5C Brief City on program updates - 4 - - 4 Subtotal: Task 5 Hours 1 10 4 14 29 Task 5 Fees 315$ 2,900 $ 900 $ 2,366 $ 6,481 $

6. 6A Develop public education and outreach to Tier 1 and Tier edible food generators
- - 6 16 22 6B Prepare annual compliance report - 4 8 40 52 6C Maintain implementation records - 2 8 32 42 6D Provide organics and edible food capacity to County - 4 - 1 6 20 Subtotal: Task 6 Hours - 10 22 104 136 Task 6 Fees -$ 2,900$ 4,950 $ 17,576 $ 25,426 $ 7 7A Compare contractor's tonnage to RDRS - - 16 4 20 7B Idenify haulers from RDRS not authorized to collect in City - - - 4 4 7C Prepare disposal report reconc iliation coorespondence - 2 - 8 10 7D Prepare Disposal Modification Forms and submi t to CalRecycle - 2 - 4 6 Subtotal: Task 7 Hours - 4 16 20 40 Task 7 Fees -$ 1,160$ 3,600 $ 3,380 $ 8,140 $ 8 8A Respond to questions from CalRecycle and prepare for and participate in annual meetings
- 4 - 1 6 20 Subtotal: Task 8 Hours - 4 - 16 20 Task 8 Fees -$ 1,160$ - $ 2,704$ 3,864 $ Total Hours 9 86 76 266 437 Hourly Rate 315$ 290 $ 225 $ 169 $ Subtotal 2,835$ 24,940 $ 17,100 $ 44,954 $ 89,829 $ Expenses 171$
Total Fees and Expenses 90,000$
* Hours may be shifted among tasks
CalRecycle Assistance
Time included in Task 4
SB 1383 Assistance
Disposal Report Reconciliation
Task Description
Maintenance Activities
Coordinate, Promote and Monitor Recycling Programs
Analyze Monthly & Quarterly Reports; Conduct Biennial Audit

City of Gardena Scope of Work and Fee Estimate to Provide Solid Waste Consultant Services

April 13, 2022 Page 7 HF&H Consultants, LLC

Table 3: Contract Year 2 – July 1, 2023 – June 30, 2024 Sr. Vice
President
Sr. Project
Manager
Sr.

Associate Associate Total Hours

1. Franchise Management
1A Monitor contractor compliance 2 6 8 16 32 1B Gather, rev iew and analyze contractor's reports
1C Review and verify contractor's annual rate adjustment 2 2 8 - 12 1D Review public education developed by contractor - - - 8 8 1E Schedule and attend monthly meetings 2 24 8 24 58 1F Maintain and update action items - 4 - 1 2 16 Subtotal: Task 1 Hours 6 36 24 60 126 Task 1 Fees 1,938 10,692 5,544 10,380 28,554

3. 3A Monitor recycling programs - 6 4 4 14 3B Prepare public education and outreach materials - 2 - 8 10 Subtotal: Task 3 Hours - 8 4 12 24 Task 3 Fees -$ 2,376$ 924 $ 2,076 $ 5,376 $

6. 6A Develop public education and outreach to Tier 1 and Tier edible food generators
- - 4 16 20 6B Prepare annual compliance report 1 2 8 36 47 6C Maintain implementation records - 2 4 32 38 6D Provide organics and edible food capacity to County - 2 - 1 6 18 Subtotal: Task 6 Hours 1 6 16 100 123 Task 6 Fees 323$ 1,782 $ 3,696 $ 17,300 $ 23,101 $ 7 7A Compare contractor's tonnage to RDRS - - 16 4 20 7B Idenify haulers from RDRS not authorized to collect in City - - - 4 4 7C Prepare disposal report reconciliation coorespondence - 2 - 8 10 7D Prepare Disposal Modification Forms and submit to CalRecycle - 2 - 4 6 Subtotal: Task 7 Hours - 4 16 20 40 Task 7 Fees -$ 1,188$ 3,696 $ 3,460 $ 8,344 $ 8 8A Respond to questions from CalRecycle and prepare for and participate in annual meetings
- 4 - 1 6 20 Subtotal: Task 8 Hours - 4 - 16 20 Task 8 Fees -$ 1,188$ - $ 2,768$ 3,956 $ Total Hours 10 84 70 262 426 Hourly Rate 323$ 297 $ 231 $ 173 $ Subtotal 3,230$ 24,948 $ 16,170 $ 45,326 $ 89,674 $ Expenses 326$
Total Fees and Expenses 90,000$
* Hours may be shifted among tasks
Task Description
Time included in Task 4
Maintenance Activities
Coordinate, Promote and Monitor Recycling Programs
SB 1383 Assistance
Disposal Report Reconciliation
CalRecycle Annual Report
Analyze Monthly & Quarterly Reports; Conduct Biennial Audit

City of Gardena
Gardena City Council Meeting

AGENDA REPORT SUMMARY
Agenda Item No. 15.B
Section: DEPARTMENTAL

ITEMS - PUBLIC WORKS
Meeting Date: April 26, 2022

TO: THE HONORABLE MAYOR AND MEMBERS OF THE GARDENA CITY COUNCIL AGENDA TITLE:

RESOLUTION NO. 6554
, Approving the Engineer's Report for the Gardena
Artesia Boulevard Landscaping Assessment District for fiscal year 2022-2023, declaring its intention to levy and collect assessments under the Gardena Artesia Boulevard Landscaping Assessment District for fiscal year 2022-2023, and setting a time and place for hearing protests in relation thereto (Public Hearing: May 24, 2022) COUNCIL ACTION REQUIRED:

Staff Recommendation: Adopt Resolution No. 6554
RECOMMENDATION AND STAFF SUMMARY:

Staff respectfully recommends that Council adopt Resolution No. 6554 approving the Engineer's Report pursuant to the requirements of Resolution 6552, regarding the Gardena Artesia Boulevard Landscaping Assessment District for fiscal year 2022-2023, declaring its intention to levy and collect assessments under the Gardena Artesia Boulevard Landscaping Assessment District for the fiscal year 2022-2023, and appointing a time and place for hearing protests in relation thereto (Public Hearing: May 24, 2022).

Artesia Boulevard Landscaping Assessment District between Normandie Avenue and Dalton Avenue was established and commenced in fiscal year 1994-1995 and Artesia Boulevard Landscaping Assessment District between Denker Avenue and Western Avenue was established and commenced in fiscal year 2001-2002.

The assessment will pay for the servicing and maintenance costs of landscaping and appurtenant improvements within the median island on Artesia Boulevard between Western Avenue and Normandie Avenue.

FINANCIAL IMPACT/COST:

Budget Amount: $21,662
Funding Source: Assessment District
ATTACHMENTS:

Gardena Landscape Engineer's Report 2022-23.pdf
Resolution No. 6554.pdf

APPROVED:
___________________________________
Clint Osorio, City Manager

CITY OF GARDENA

GARDENA ARTESIA BOULEVARD

LANDSCAPING ASSESSMENT DISTRICT

ENGINEER'S REPORT
2022-2023
April 26, 2022

CITY OF GARDENA

GARDENA ARTESIA BOULEVARD

LANDSCAPING ASSESSMENT DISTRICT

ENGINEER'S REPORT
2022-2023
Prepared according to the provisions of the Landscaping and Lighting Act of 1972, Sections 22500 through 22679 of the California Streets and Highways Code.

According to Part 2 of Division 15 of the Streets and Highways Code of the State of California, and as directed by resolution of the City Council of the City of Gar dena, the City Engineer of the City of Gardena has prepared and submits the Engineer's Report consisting of the following:

1. Vicinity Map

2. Diagram of District

3. Plans and Specifications

4. Estimate of Costs of Maintenance

5. Assessment of Estimated Cost
This report is prepared by:

NV5, INC.

JEFFREY M. COOPER, P.E.

R.C.E. No. 31572

ENGINEER OF WORK

CITY OF GARDENA

STATE OF CALIFORNIA
Dated: April 26, 2022
________________________
2022 - 2023
2022 - 2023
2022 - 2023

PLANS AND SPECIFICATIONS 2022-2023

Plans and specifications for the improvements provided by the Gardena Artesia Boulevard Landscaping Asses sment District are on file in the office of the Public Works Director/City Engineer and incorporated into this report by reference. The plans detail the improvement on Artesia Boulevard between Western Avenue and Denker Avenue , and between Dalton Avenue a nd Normandie Avenue. The improvements are the construction, servicing and maintenance of landscaping and appurtenant improvements within the median islands on Artesia Boulevard between Western Avenue and Denker Avenue , and between Dalton Avenue and Norman die Avenue. The maintenance and servicing for the improvements include, but are not limited to, personnel, electrical energy, and utilities such as water, materials, contracting services, and other items necessary for the satisfactory servicing and maintenance of these services.

ESTIMATE OF COSTS OF MAINTENANCE AND SERVICING

The cost of the maintenance and servicing of the improvement was determined by the costs of the annual contractual services for the landscaped median, including personnel, electrica l energy, and utilities such as water, materials, and other items necessary for the satisfactory servicing and maintenance of the landscaped median.

ESTIMATE OF COST

WESTERN AVENUE - DENKER AVENUE
FY 2022-2023

The 1972 Act provides that the total cost of the maintenance and services, together with incidental expenses, may be financed from the assessments proceeds. The incidental expenses may include engineering fees, legal fees, printing, mailing, postage, publishing, and all other related costs identified with the district proceedings.

Prorated Estimated
Estimated Incidental Total
Item Description Costs Costs Costs

A. Landscaping Construction, Western to Denker $63,643
Additional Median Design $ 3,600 $76,791
Construction Mgmt Costs @ 15% $ 9,548

B. 1st Annual Payment @ 7% Interest over 5 years $18,728 $26,138 $44,866

C. Annual Landscape Maintenance, Western to Denker $ 4,200 $ 5,862 $10,062

$99,719 $32,000 $131,719

Items A and B are shown for reference only. Item C is the annual landscape maintenance on Artesia Blvd. between Western Ave. and Denker Ave. in the amount of $10,062.

The 1972 Act requires that a special fund be set-up for the revenues and expenditures of the District.

Funds raised by assessment shall be used only for the purpose as stated herein. The City may advance funds to the District, if needed, to ensure adequate cash flow, and will be r eimbursed for any such advances upon receipt of assessments. Any surplus or deficit remaining on July 1 must be carried over to the next fiscal year.

PAGE 1 OF 3

CITY OF GARDENA
ARTESIA BLVD.

LANDSCAPING

ASSESSMENT DISTRICT
FISCAL YEAR 2022-2023

CALCULATION OF ASSESSMENT
Western Ave. - Denker Ave.

ASSESSOR'S

PARCEL NUMBER ACREAGE ASSESSMENT
6106010014 6.430 $1,909.00
6106010015 1.300 $386.00
6106010018 0.875 $260.00
6106010053 0.096 $28.42
6106010054 0.096 $28.42
6106010055 0.096 $28.42
6106010056 0.096 $28.42
6106010057 0.096 $28.42
6106010058 0.096 $28.42
6106010059 0.096 $28.42
6106010060 0.096 $28.42
6106010061 0.096 $28.42
6106010062 0.096 $28.42
6106010063 0.096 $28.42
6106010064 0.096 $28.42
6106010065 0.096 $28.42
6106010066 0.096 $28.42
6106010067 0.096 $28.42
6106010068 0.096 $28.42
6106010069 0.096 $28.42
6106010070 0.096 $28.42
6106010071 0.096 $28.42
6106010072 0.096 $28.42
6106010073 0.096 $28.42
6106010074 0.096 $28.42
6106010075 0.096 $28.42
6106010076 0.096 $28.42
6106010077 0.096 $28.42
6106010078 0.096 $28.42
6106010079 0.096 $28.42
6106010080 0.096 $28.42
6106010081 0.096 $28.42
SUB-TOTAL $3,379.18
PAGE 2 OF 3

CITY OF GARDENA
ARTESIA BLVD.

LANDSCAPING

ASSESSMENT DISTRICT
FISCAL YEAR 2022-2023

CALCULATION OF ASSESSMENT
Western Ave. - Denker Ave.

ASSESSOR'S

PARCEL NUMBER ACREAGE ASSESSMENT
6106010082 0.096 $28.42
6106010083 0.096 $28.42
6106010084 0.096 $28.42
6106010085 0.096 $28.42
6106010086 0.096 $28.42
6106010087 0.096 $28.42
6106010088 0.096 $28.42
6106010089 0.096 $28.42
6106010090 0.096 $28.42
6106010091 0.096 $28.42
6106010092 0.096 $28.42
6106010093 0.096 $28.42
6106010094 0.096 $28.42
6106010095 0.096 $28.42
6106010096 0.096 $28.42
6106010097 0.096 $28.42
6106010098 0.096 $28.42
6106010099 0.096 $28.42
6106010100 0.096 $28.42
6106010101 0.096 $28.42
6106010102 0.096 $28.42
6106010103 0.096 $28.42
6106010104 0.096 $28.42
6106010105 0.096 $28.42
6106010106 0.096 $28.42
6106010107 0.096 $28.42
6106010113 0.854 $253.45
6106010114 0.917 $272.55
6106010115 0.384 $113.68
SUB-TOTAL $1,378.60
PAGE 3 OF 3

CITY OF GARDENA
ARTESIA BLVD. LANDSCAPING

ASSESSMENT DISTRICT
FISCAL YEAR 2022-2023

CALCULATION OF ASSESSMENT
Western Ave. - Denker Ave.

ASSESSOR'S

PARCEL NUMBER FRONTAGE ASSESSMENT
6106013033 199.000 $831.00
6106013047 411.000 $1,717.00
6106013049 330.000 $1,378.00
6106013053 330.000 $1,378.00
SUB-TOTAL $5,304.00
GRAND TOTAL $10,061.78

ESTIMATE OF COST

DALTON AVENUE - NORMANDIE AVENUE
FY 2022-2023

The estimated cost of the cons truction, operation, servicing and maintenance of the improvements are summarized below. Only construction costs for median landscaping between Normandie Avenue and Dalton Avenue have been included. All costs include administration and utilities where applicable.

A. Median Landscaping Construction (see details next page) $ 127,400 + Contingencies (+10%) 12,700
City Administration 10,000
$ 150,100

B. Median Landscaping Maintenance $ 11,600

Item A is shown for reference only. Item B is the annual landscape maintenance on Artesia Blvd. between Dalton Ave and Normandie Ave in the amount of $11,600.

The 1972 Act requires that a special fund be set-up for the revenues and expenditures of the Distric t.

Funds raised by assessment shall be used only for the purpose as stated herein. A contribution to the District by the City may be made to reduce assessments, as the City Council deems appropriate.

Any balance or deficit remaining on July 1 must be carried over to the next fiscal year.

CITY OF GARDENA
ARTESIA BLVD. LANDSCAPING

ASSESSMENT DISTRICT
FISCAL YEAR 2022-2023
ACCT. # 152.53

CALCULATION OF ASSESSMENT
Dalton Avenue - Normandie Avenue

ASSESSOR'S

PARCEL NUMBER FRONTAGE (FT) ASSESSMENT
6106-034-001 1028.46 $9,897.00
6106-034-002 176.94 $1,703.00
TOTAL 1205.40 $11,600.00
1 RESOLUTION NO. 6554

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF GARDENA, CALIFORNI A, APPROVING THE

ENGINEER'S REPORT FOR THE GARDENA ARTESIA

BOULEVARD LANDSCAPING ASSESSMENT DISTRICT
FOR FISCAL YEAR 2022-2023, DECLARING ITS

INTENTION TO LEVY AND COLLECT ASSESSMENTS

UNDER THE GARDENA ARTESIA BOULEVARD

LANDSCAPING ASSESSMEN T DISTRICT FOR THE
FISCAL YEAR 2022-2023, A ND SETTING A TIME AND

PLACE FOR HEARING PROTESTS IN RELATION
THERETO (PUBLIC HEARING: May 24, 2022)

WHEREAS, the City of Gar dena, California, previously established the Gardena Artesia Boulevard Landscaping Assessment District and;

WHEREAS, on Feb. 22, 2022, the City Coun cil of the City of Gardena, California, adopted Resolution No. 6552 that requires City Co uncil to direct t he City Engineer to prepare and file a report accord ing to the provisions of the "Landscaping and Lighting Act of 1972" of the State of California Streets and Highways Code, Division 15, Part 2, for assessments to be levied upon and co llected through the Gardena Artesia Boulevard Landscaping Assessment District for fiscal year 2022-2023, and;

WHEREAS, the Engineer's Report bear ing the date of Ap ril 26, 2022, was prepared and was filed in the office of the City Clerk, and;

WHEREAS, the City Clerk has presented the Engineer's Report to the City Council, and said Council has examined and c onsidered the Engineer's Report and is satisfied with all the items contained in Engineer's Report, and;

WHEREAS, the City Council of the City of Gardena, Cali fornia, proposes to levy and collect annual assessments according to the "Landscaping and Lighting Act of 1972" of the State of California Streets and Highways Code, Divisi on 15, Part 2, for Fiscal Year 2022-2023

NOW, THEREFORE, THE CITY COUNC IL OF THE CITY OF GARDENA, CALIFORNIA, DOES HEREBY FIND, DETERMINE, AND RESOLVE, AS FOLLOWS:

SECTION 1. That the Engineer's Report bearing the date of April 26, 2022, was prepared and filed with the City Clerk in conformity with the pr ovisions of the State of California Streets and Highways Code, Div ision 15, Part 2, Landscaping and Lighting Act of 1972. The Engineer’s Report contai ns the plans and specifications for the maintenance of the improvem ents, an estimate of the co sts of the maintenance and servicing, a diagram for the assessment di strict and an assessment of the estimated costs of the maintenance and servicing of the improvements.

RESOLUTION NO. 6554

2 SECTION 2. The City Council approves the Engineer's Report as filed and sets a public hearing for Tuesday, May 24, 2022, at 7:30 p.m., in the Gardena City Council Chambers, 1700 West 162nd Street, in the City of Gardena, California, to consider the levy and collection of the assessment for the Gardena Artesia Boulevard Landscaping Assessment District for Fiscal Year 2022-2023.

SECTION 3. The City Clerk or designee is authorized and directed to give notice of the hearing in time, form, and manner as required by the California Streets and Highways Code, Division 15, Part 2, Landscaping and Lighting Act of 1972.

SECTION 4. That the City Council declares its intention to levy upon and collect assessments at the same rate as previous ly established through the Gardena Artesia Boulevard Landscaping Assessment District fo r Fiscal Year 2022-2023, except that no assessments shall be imposed upon property owned by the state or federal government or any local agency.

SECTION 5. That the boundaries of the Gardena Artesia Boulevard Landscaping Assessment District are as shown and descri bed in the attached m ap and incorporated by reference.

SECTION 6. That the purposes of the Dis trict are those provided for in the Engineer's Report on file with the City Clerk.

SECTION 7. That this resolution shall be effective immediately.

RESOLUTION NO. 6554
3 BE IT FURTHER RESOLVED that the City Clerk shall certify to the passage and adoption of this Resolution; shall cause t he same to be entered among the original Resolutions of said City; and shall make a minute of the passage and adoption thereof in the records of the proceedings of the City Council of said City in the minutes of the meeting at which the same is passed and adopted.

Passed, approved, and adopted this day of , 2022.

TASHA CERDA, Mayor
ATTEST:

MINA SEMENZA, City Clerk
APPROVED AS TO FORM:

CARMEN VASQUEZ, City Attorney

City of Gardena
Gardena City Council Meeting

AGENDA REPORT SUMMARY
Agenda Item No. 15.C
Section: DEPARTMENTAL

ITEMS - PUBLIC WORKS
Meeting Date: April 26, 2022

TO: THE HONORABLE MAYOR AND MEMBERS OF THE GARDENA CITY COUNCIL AGENDA TITLE:

RESOLUTION NO. 6555
, Approving the Engineer's Report for the Gardena
Consolidated Street Lighting Assessment District for fiscal year 2022-2023, declaring its intention to levy and collect assessments under the Gardena Consolidated Street Lighting District for fiscal year 2022-2023, and setting a time and place for hearing protests in relation thereto (Public Hearing: May 24, 2022)
COUNCIL ACTION REQUIRED:

Staff Recommendation: Adopt Resolution No. 6555
RECOMMENDATION AND STAFF SUMMARY:

Staff respectfully recommends that Council adopt Resolution No. 6555 approving the Engineer's Report for the Gardena Consolidated Street Lighting Assessment District for fiscal year 2022-2023, declaring its intention to levy and collect assessments for fiscal year 2022- 2023 and setting at time and place for a Public Hearing thereon (Public Hearing: May 24, 2022).

On July 28, 2009, the City Council approved and confirmed an increase in the assessment of the City of Gardena's Consolidated Street Lighting District through Proposition 218 proceedings, and as described in the attached Engineer's Report.

The Consolidated Street Lighting District pays for all energy costs, construction and maintenance costs of the street lighting.

FINANCIAL IMPACT/COST:

Budget Amount: $836,545
Funding Source: Assessment District
ATTACHMENTS:

Gardena SLD Engineer's Report 2022-23.pdf
Resolution No. 6555.pdf

APPROVED:
___________________________________
Clint Osorio, City Manager

CITY OF GARDENA

CONSOLIDATED STREET LIGHTING

ASSESSMENT DISTRICT

ENGINEER’S REPORT

2022-2023

April 26, 2022

CITY OF GARDENA

Page 1 ends

TA B L E O F CO N T E N T S

ENGINEER'S REPORT

CITY OF GARDENA

CONSOLIDATED STREET LIGHTING DISTRICT
FISCAL YEAR 2022-2023
Signatures
................................ ................................ ................................ ............................. 2 Definition & General Information
................................ ................................ ................................ ............................. 3 Summary
................................ ................................ ................................ ............................. 5 Report
................................ ................................ ................................ ............................. 7 Part A: Description of Improvements
................................ ................................ ................................ ...................... 7 Part B: Estimate of Cost
................................ ................................ ................................ ..................... 8 Part C: Assessment District Diagram
................................ ................................ ................................ ..................... 10 Part D: Method of Apportionment of Assessment
................................ ................................ ................................ ..................... 11 Part E: Property Owner List & Assessment Poll
................................ ................................ ................................ ..................... 12 Part F: Financial Study
................................ ................................ ................................ ..................... 13 Appendix A: Financial Study Detail
................................ ................................ ................................ ............................. 15 CITY OF GARDENA

Page 2 ends

ENGINEER'S REPORT

CITY OF GARDENA

CONSOLIDATED STREET LIGHTING ASSESSMENT DISTRICT
FISCAL YEAR 2022-2023
The undersigned acting on behalf of the City of Gardena, respectfully submits the enclosed Engineer’s Report as directed by the Gardena City Council pursuant to the provisions of Article XIIID, Section 4 of the California Constitution, provisions of the Landscaping and Lighting Act of 1972, and Section 22500 et al of the California Streets and Highways Code. The undersigned certifies that he is a Professional Engineer, registered in the State of California.

DATED:

BY: Jeffrey M. Cooper, P.E.

P.E. No. 31572
__________
I HEREBY CERTIFY that the enclosed Engineer's Report, together with Assessment Roll and Assessment Diagram was filed with me on the_______day of___________ , 2022.

Mina Semenza, City Clerk
City of Gardena, Los Angeles
County, California
By:

I HEREBY CERTIFY that the enclosed Engineer's Report, together with Assessment Roll and Assessment Diagram was approved and confirmed by the City Council of the City of Gardena, Los Angeles, California, on the _ day of _______ , 2022.

Mina Semenza, City Clerk, City of
Gardena, Los Angeles County,
California
By:

April 26, 2022

City of Gardena
Consolidated Street Lighting District FY 2022-2023

Page 3 ends

DEFINITION & GENERAL INFORMATION
Assessment District
An Assessment District is a financing mechanism under The California Streets and Highways Code, Division 10 and 12, which enables cities, counties, and special districts organized for the purpose of aiding in the development or improvement to, or within the district, to designate specific areas as Assessment Districts, with the approval of a majority of the landowners based on financial obligations, and allows these Districts to collect funds to finance maintenance efforts or construct improvements. Assessment Districts help each property owner pay a fair share of the costs of such improvements or maintenance obligations over a period of years at reasonable rates and insures that the cost will be spread to all properties that receive direct and special benefit by the improvements constructed or maintained. “Assessment” means any levy or charge by an agency upon real property that is based upon the special benefit conferred upon the real property by a public improvement or service that is imposed to pay the capital cost of the public improvement, the maintenance and operation expenses of the public improvement, or the cost of the service being provided. “Assessment” includes, but is not limited to, “Special Assessment,” “Benefit Assessment,” and “Maintenance Assessment.”

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Current Annual Administration
As required by the Landscaping and Lighting Act of 1972, this Engineer’s Report describes the improvements to be operated, maintained, and serviced by the District, provides an estimated budget for the District, describes the properties and zones of benefit within the District, describes the method used to allocate the costs to the benefiting properties within the District, and lists the proposed assessments to be levied upon each assessable lot or parcel within the District.

Plans and specifications for the improvements provided by the District are on file in the office of the Public Works Engineering Division and are incorporated into this report by reference. The plans and specifications detail the location, class and type of each existing street lighting fixture. The fixtures are delineated on a plan of the City and the site of each fixture is detailed indicating attributes of the fixture. The attributes include the intensity of the lamp and type of light. A summary is also incorporated listing the number and totals for each type of luminaries.

Payment of the assessment is placed on each property owner’s secured property tax roll bill. All funds collected through the assessment must be placed in a special fund and can only be used for the purposes stated in this report.

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ENGINEER'S REPORT PREPARED PURSUANT TO THE PROVISIONS OF THE LANDSCAPING AND LIGHTING ACT OF 1972
SECTION 22500 THROUGH 22679

OF THE CALIFORNIA STREETS AND HIGHWAYS CODE
Pursuant to Part 2 of Division 15 of the Streets and Highways Code of the State of California, and in accordance with the Resolution of Initiation adopted by the Council of the City of Gardena, County of Los Angles, State of California, in connection with the proceedings for:

CITY OF GARDENA

CONSOLIDATED STREET LIGHTING ASSESSMENT DISTRICT
Herein after referred to as the "Assessment District" or “District”, I, Jeffrey M. Cooper, P.E., the duly appointed ENGINEER OF WORK, submit herewith the "Report" consisting of six (6) parts as follows:

PART A: DESCRIPTION OF IMPROVEMENTS
Part A describes the improvements in the District. Plans and specifications for the improvements showing and describing the general nature, location, and extent of the improvements are on file in the Office of the City Clerk of the City of Gardena; and are incorporated herein by reference.

PART B: ESTIMATE OF COST
Part B contains an estimate of the cost of the proposed improvements for FY 2022-2023, including incidental costs and expenses in connection therewith.

PART C: ASSESSMENT DISTRICT DIAGRAM
The Diagram of the Assessment District Boundaries showing the exterior boundaries of the Assessment District, the boundaries of any zones within the Assessment District, and the lines and dimensions of each lot or parcel of land within the Assessment District.

The lines and dimensions of each lot or parcel within the Assessment District are those lines and dimensions shown on the maps of the Assessor of the County of Los Angeles for the year when this Report was prepared. The Assessor's maps and records are incorporated by reference herein and made part of this Report.

PART D: METHOD OF APPORTIONMENT OF ASSESSMENTS
The method of apport ionment of assessments, indicating the proposed assessment of the total amount of the costs and expenses of the improvements upon the several lots and parcels of land within the Assessment District, in proportion to the estimated benefits to be received by such lots and parcels.

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PART E: PROPERTY OWNER LIST & ASSESSMENT ROLL
Part E includes a list of the names and addresses of the owners of real property within the Assessment District, as shown on the last equalized roll of the Assessor of the County of Los Angeles are included in Part E. The list is keyed to the records of the County Assessor of the County of Los Angeles, which are incorporated herein by reference.

PART F: FINANCIAL STUDY AND PROPOSED RATE INCREASE
Part F includes the Financial Study performed for fiscal year 2022-2023 of the base year. This section includes detailed information regarding the proposed rate increase for the District for the fiscal year and provides estimates for future years.

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PART A

DESCRIPTION OF IMPROVEMENTS
The facilities, which have been constructed within the boundaries of the City of Gardena District, and those which may be subsequently constructed, will be operated, maintained an d serviced as generally described as follows:

DESCRIPTION OF IMPROVEMENTS
FISCAL YEAR 2022-2023

CITY OF GARDENA

CONSOLIDATED STREET LIGHTING ASSESSMENT DISTRICT

The facilities to be maintained and serviced include an annexed area called the West Gardena area in 1995. The costs for the street lighting were paid through the County of Los Angeles by an ad valorem tax and assessment. The lighting costs were transferred to the City of Gardena in 1997 after the removal of the County Lighting District and Assessment District. The ad valorem tax charge of the County for lighting was also transferred to the City of Gardena to fund the lighting costs in this area in 1997. The plans for lighting reflect the addition of the new lighting.

The plans and specifications for the improvements, showing and describing the general nature, location and the extent of the improvements, are on file in the office of Public Works, and are incorporated herein by reference.

CITY OF GARDENA

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PART B

ESTIMATE OF COST
The 1972 Act provides that the total cost of installation, construction, operation, maintenance and servicing of the improvements described in Part A can be recovered by the District. Maintenance can include the repair and replacement of existing facilities. Servicing can include electrical and associated costs from a public utility. Incidental expenses, including administration of the District, engineering fees, legal fees, printing, posting and mailing of notices, and all other costs associated with the annual assessment process can also be included.

The estimated costs of the operation, servicing and maintenance of the improvements for Fiscal Year 2022-2023, as described in Part A, are summarized herein, and described in the Proposed Budgets on the subsequent pages.

The significant increases in energy costs experienced in early 2001 are expected to continue through 2022-2023. The City had anticipated increases in ener gy costs for several years and had set aside reserves to pay for the increases. However, the depletion of this reserve has warranted an increase in assessments.

The City of Gardena, in 2009 -2010 fiscal year increased the assessment by conducting an assessment ballot (Proposition 218) proceeding by mailed ballots for approval of the increase , in accordance with Section 53753 of the Government Code and Section 4000 of the Election's Code.

The increase in assessments in the FY2009-2010 did not allow the District to wipe out its negative reserve in the 2010 -2011 and 2011 -2012 fiscal year s; however, for 2012-2013 fiscal year, with

2.09% increase, the reserve started a modest gain; and for 20 21-2022 fiscal year, with projected

0.9% increase the District is also projected to build up reserves in the positive. The projected 7.5% increase for the District will further build up resources.

The 1972 Act requires that a special fund be set up for the revenues and expenditures of the District.

Funds raised by assessment shall be used only for the purpose as stated herein. Any balance or deficit remaining on July 1 must be carried over to the next fiscal year.

The LED Street Light Conversion was completed in year 2019. However, savings will be minimal, if any, until the recouping cost period of 20 years is completed.

City of Gardena
Consolidated Street Lighting Districts FY 2018-2019

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$836,545.05
ZONE DESCRIPTION $/FRONT FOOT TOTAL FRONTAGE ASSESSMENT 1 RESIDENTIAL 0.95 521,506 FT $497,829.63
2 COMMERCIAL 2.12 79,716 FT $168,647.17
3 MANUFACTURING 1.41 101,482 FT $143,130.21
4 GARDENA BOULEVARD 2.12 5,022 FT $10,624.55
2 UTILITIES 2.12 6,633 FT $14,032.77
PUBLIC AGENCY 0.21 11,050 FT $2,280.72
TOTAL $836,545.05

CITY OF GARDENA

CONSOLIDATED STREET LIGHTING DISTRICT
ACCT# 152.51
CALCULATION OF ASSESSMENT
2022 - 2023

TOTAL ESTIMATE D COSTS OF THE GARDE NA CONSOLIDATE D STREET LIGHTING DISTRICT REVENUE (7.5% Increase); per Consumer Price Index (CPI) on page 13

CITY OF GARDENA

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PART C

ASSESSMENT DISTRICT DIAGRAM
Diagrams showing the exterior boundaries of the City of Gardena Consolidated Street Lighting Assessment District and the lines and dimensions of each lot or parcel of land within the District are in the Public Works Director’s Office and referenced herein.

The lines and dimensions of each lot or parcel within the District are those lines and dimensions shown on the maps of the Assessor of the County of Los Angeles, for the year in which this report was prepared. The Assessor’s maps and records are incorpor ated by reference herein and made part of this report.

CITY OF GARDENA

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PART D

METHOD OF APPORTIONMENT OF ASSESSMENT

GENERAL
Part 2 of Division 15 of the Streets and Highways Code, the Landscaping and Lighting Act of 1972, permits the establishment of assessment districts by public agencies for the purpose of providing certain public improvements, which include operation, maintenance and servicing of street lights, traffic signals, and landscaping.

Section 22573 of the Landscape and Lighting Act of 1972 requires that maintenance assessments be levied according to benefit rather than according to assessed value. This Section States:
"The net amount to be assessed upon lands within an assessment district may be apportioned by any formula or method which fairly distributes the net amount among all assessable lots or parcels in proportion to the estimated benefit to be received by each such lot or parcel from the improvements.”
In addition, Article XIIID, Section 4(a) of the California Constitution limits the amount of any assessment to the proportional special benefit conferred on the property.

The Act permits the designation of benefit zones within any individual assessment district if "by reasons or variations in the nature, location, and extent of the improvements, the various areas will receive different degrees of benefit from the impr ovement" (Sec. 22574). Thus, the 1972 Act requires the levy of a true "benefit assessment" rather than a "special tax."

ASSESSMENT METHODOLOGY
The total operation, maintenance, and servicing costs for the assessment district improvements are apportioned in accordance with the benefit spread described below.

General versus Special Benefit
The assessment cost for each parcel is determined by the front linear footage of the property, multiplied by the applicable rate for that parcel. If the property faces more than one street or alley, the cost is determined by the linear footage of the longest side facing a street/alley plus 10 percent of the rest of the sides facing a street/alley, multiplied by the rate. Rate of assessment is determined by zone. The rates are determined by the quantity of street lighting in each zone, spacing frequency being most intense in commercial zone and least in tense in residential zones and near public properties. This method of apportionment ensures that properties are not assessed in excess of the proportional special benefit conferred.

CITY OF GARDENA

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PART E

PROPERTY OWNER LIST & ASSESSMENT ROLL
The total proposed assessment for Fiscal Year 2022-2023 and the amount of proposed assessment apportioned to each lot or parcel within the District, as shown on the latest roll at the County of Los Angeles Assessor's Office, are contained in the Assessment Rolls and the description of each lot or parcel is part of the records of the Assessor of the County of Los Angeles and these records are, by reference, made part of this Report.

The included tracts of land have been subdivided into four zones, with each of subject lots benefiting from the improvements being maintained. Therefore, the costs associated with the street lighting within and directly adjacent to each tract, as shown in Part B of this report will be apportioned to pay in accordance with the property frontage within each zone.

CITY OF GARDENA

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PART F

FINANCIAL STUDY
Staff has performed a financial study of the District for the 2022-2023 FY to ensure that the maintenance and improvement costs for the district were funded appropriately.

In FY 2009-2010, through Prop. 218, the City of Gardena approved increased assessments for the District as indicated in the summary below. Additionally, the study recommended adjustment of future annual assessments as needed, per the Consumer Price Index (CPI), All Urban Consumers, for the Los Angeles, Long Beach, and Anaheim Areas, not to exceed 50% of operating reserves. The actual assessments levied in any fiscal year will be approved by the City Council. Please see “Appendix A” for a copy of the detailed Financial Study for the District.

Since the increase in the assessments was approved, benefit areas within the District will continue to be maintained at the highest service levels. The proposed increase includes language to adjust assessments per the CPI, future votes regarding this annual increase will not be needed; however, each year staff will present the annual Engineer’s Reports with the recommended assessment amount. For FY 2022-2023, an increase of 7.5% is recommended.

LIGHTING ASSESSMENT DISTRICT
FY 08/09 FY 09/10 FY 10/11 FY 11/12 FY 12/13 FY 13/14 FY 14/15 CPI RATE INCREASE N/A Actual Actual Actual Actual Actual

PERCENTAGE ASSESSMENT
RATE INCREASE 28.00% 1.8554% 1.4056% 2.09% 1.96% .7737%

APPROXIMATE ASSESSMENT
(ANNUAL) X 1,000 $485 $620 $627 $636 $649 $658 $661

FY 15/16 FY 16/17 FY 17/18 FY 18/19 FY 19/20 FY 20/21 FY 21/22 FY22-23 CPI RATE INCREASE Actual Actual Actual Actual Actual Actual Actual Actual

PERCENTAGE ASSESSMENT
RATE INCREASE .726% 3.1% 2.1% 3.5% 3.2% 3.4% 0.9% 7.5%

APPROXIMATE ASSESSMENT
(ANNUAL) X 1,000 $665 $682 $696 $720 $746 $771 $778 $837

CITY OF GARDENA

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OPERATING EXPENDITURES
The following information describes the types of costs associated with maintaining the District, as well as information regarding the proposed rate increase. The financial study projects the expenditures and revenues through Fiscal Year 2022/2023.

CPI – Annual Increase According to Need
In FY 2009-2010, the City approved a recommended scaled increase in assessments to occur over a two year period for the District. After the initial scaled increase, the assessments are increased annually per the CPI on an as needed basis ( 0.9% per year for the study). Should the district reach a reserve level not -to-exceed 50% of operating revenues, the assessment will not be increased per the CPI f or the year. Each year, the City will evaluate the reserves and the expenditures, and inform the residents whether or not an increase per the CPI will be necessary for the upcoming year.

Maintenance Upgrades/Projects

The line item in the proposed budget and financial study for “Maintenance Upgrades/Projects” includes any new projects such as new conduits, wiring, lights, or poles, etc. that can be scheduled for the upcoming year. Often, City staff receives input from residents on any projects that a district may like to see completed. The proposed budget incl udes an estimate for these projects, and if the amount actually spent each year is less than the estimate, the remaining balance returns to the District’s reserve fund. Should the amount exceed the estimate, then the funds needed would be taken from the reserve fund.

Reserve Fund

Any remaining funds not used from the previous year are added to the District’s reserve fund.

The reserve fund should have sufficient funds available to lessen the fiscal impact of any unforeseen expenditures. Staff is recommending that the district maintain a healthy reserve balance of an amount not-to-exceed 50% of the total annual assessments.

CITY OF GARDENA

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ESTIMATE OF COSTS*
2022-2023

APPENDIX A

FINANCIAL STUDY DETAIL

UTILITY-OWNED SYSTEMS
(LS-1) Energy Cost $621,433

CITY-OWNED SYSTEM
(LS-2) Energy Cost $22,265
SUBTOTAL $643,698
FUEL CONTINGENCY (5%) $32,185
SUBTOTAL $675,883
OVERHEAD $41,015
OTHER PROGRAM EXPENSES $38,000
CAPITAL OUTLAY $50,000
CONTINGENCY $31,647
TOTAL ESTIMATED COST OF STREET LIGHTING DISTRICT $836,545 * Expenses are provided by the City of Gardena Finance Department

1 RESOLUTION NO. 6555

A RESOLUTION OF THE CITY COUNCIL OF THE CITY

OF GARDENA, CALIFORNI A, APPROVING THE
ENGINEER’S REPORT FOR THE GARDENA

CONSOLIDATED STREET LIGHTING ASSESSMENT
DISTRICT FOR FISCAL YEAR 2022-2023, DECLARING

ITS INTENTION TO LEVY AND COLLECT

ASSESSMENTS UNDER THE GARDENA

CONSOLIDATED STREET LIGHTING ASSESSMENT
DISTRICT FOR FISCAL YEAR 2022-2023 AND SETTING

A TIME AND PLACE FOR HEARING PROTESTS IN
RELATION THERETO (PUBLIC HEARING: May 24, 2022)

WHEREAS, the City of Gar dena, California previously established the Gardena Consolidated Street Lighting Assessment District, and;

WHEREAS, on Feb. 22, 2022, the City Coun cil of the City of Gardena, California, adopted Resolution No. 6553 that requires City Co uncil to direct t he City Engineer to prepare and file a report accord ing to the provisions of the "Landscaping and Lighting Act of 1972" of the California Streets and Highways Code, Division 15, Part 2, for assessments to be levied upon and collected through the Gardena Consolidated Street Lighting Assessment District for fiscal year 2022-2023, and;

WHEREAS, the Engineer’s Report beari ng the date of Apr il 26, 2022, was prepared and filed with the City Clerk in conformity with the provisions of the California Streets and Highways Code, and contains an es timate of the revenues and costs of the improvements, a diagram for the assessm ent district, and an assessment of the estimated revenues and costs of the improvements, and;

WHEREAS, the City Clerk has presented the Engineer's Report to the City Council, and said Council has examined and cons idered the Engineer's Report and is satisfied with all the items contained in Engineer's Report, and;

WHEREAS, the Engineer’s report further identifies the need for an annual cost of living adjustment for Fiscal Year 2022-2023 in order to meet that year’s costs of operations and maintenance, said adjustment to be made in an amount not to exceed the annual increase over the prev ious year in the All Items Consumer Price Index (CPI) in the Los Angeles-Long Beach-Anaheim, CA area, and;

WHEREAS, the proposed assessment an d the cost of living increase was authorized in fiscal year 2009-2010 through an assessment ballot (Prop. 218) proceeding by mailed ballots in accordanc e with Section 53753 of the Government Code and Section 4000 of the Elections Code

RESOLUTION NO. 6555
2 NOW, THEREFORE, THE CITY COUNC IL OF THE CITY OF GARDENA, CALIFORNIA, DOES HEREBY FIND, DETERMINE, AND RESOLVE, AS FOLLOWS:

SECTION 1. The Engineer's Report bear ing the date of Ap ril 26, 2022, was prepared and filed with the City Clerk in conformity with the provisions of the California Streets and Highways Code, Division 15, Part 2, Landscaping and Lighting Act of 1972.

SECTION 2. The City Council approves the E ngineer's Report as filed and sets a public hearing for Tuesday, May 24, 2022 at 7:30 p.m. in the Gardena Council Chambers, 1700 West 162nd Street, in the City of Gardena, Ca lifornia to consider the levy and collection of the a ssessment for the Gardena C onsolidated Street Lighting Assessment District for Fiscal Year 2022-2023 inclusive of an annual cost of living adjustment of 7.5%

SECTION 3. The City Clerk or designee is authorized and directed to give notice of the hearing in time, form and manner as required by the California Streets and Highways Code, Division 15, Part 2, Landscaping and Lighting Act of 1972.

SECTION 4. That this Resolution shall be effective immediately.

BE IT FURTHER RESOLVED that the City Clerk shall certify to the passage and adoption of this Resolution; shall cause the same to be entered among the original Resolutions of said City; and shall make a minute of the passage and adoption thereof in the records of the proceedings of the City Council of said City in the minutes of the meeting at which the same is passed and adopted.

Passed, approved, and adopted this day of __ , 2022.

TASHA CERDA, Mayor

ATTEST:

MINA SEMENZA, City Clerk

APPROVED AS TO FORM:

CARMEN VASQUEZ, City Attorney

City of Gardena
Gardena City Council Meeting

AGENDA REPORT SUMMARY
Agenda Item No. 17.A
Section: DEPARTMENTAL

ITEMS - TRANSPORTATION
Meeting Date: April 26, 2022

TO: THE HONORABLE MAYOR AND MEMBERS OF THE GARDENA CITY COUNCIL AGENDA TITLE:

Approve Purchase of 14, 40-foot Compressed Natural Gas (CNG) Buses for $11,763,501 and Authorize Program Total of $12,351,676
COUNCIL ACTION REQUIRED:

Staff Recommendation: Approve Purchase and Program Total RECOMMENDATION AND STAFF SUMMARY:

Between FY2017-2023, GTrans will be replacing its entire fleet of 40-foot gasoline electric hybrid buses that have reached the end of their useful lives. In order to guide the timely replacement of aging buses, Staff developed a FY2017-2023 Fleet Replacement Plan approved by Council in February 2017. The plan dictated that GTrans would immediately pursue a combination of both CNG and zero emission buses for the near-term replacement of its fleet, with an eventual conversion of the entire fleet to zero emission by 2034. In accordance with the plan, GTrans deployed its first order of 18 CNG buses in 2021, and is now ready to place the next CNG order to replace its 2009 gasoline hybrid electric buses. As you recall, Council approved the purchase of seven zero emission buses in March, and in accordance with the fleet plan, GTrans will be back with a recommendation on its final order of CNG buses.

GTrans is able to purchase CNG buses under an assignment clause through an existing contract by Los Angeles County Metropolitan Transportation Authority (Metro). Under the assignment clause GTrans has reserved up to 46 CNG buses under Metro's 2017 Contract No. OP28367-000 – Part A for up to 46, forty-foot (40’) CNG buses from El Dorado National (California), Inc. CNG technology has a long-standing, proven history throughout the transit industry as having the reliability, range and lower greenhouse gas emission benefits necessary to operate in a variety of transit service environments. There will also be anticipated safety improvements for operating these new CNG buses in GTrans’ bus fleet. These buses will incorporate the latest safety features and designs, including improved American with Disabilities Act (ADA) amenities and boarding ramps. New buses will provide a safer, cleaner operating environment for GTrans passengers and employees, improve fleet reliability and allow GTrans to remain in compliance with California Air Resources Board (CARB) and South Coast Air Quality Management District (SCAQMD) regulations.

Therefore staff respectfully recommends that Council authorize the purchase of fourteen (14) CNG buses from El Dorado National (California), Inc. for a total price of $11,763,501 and a
five percent contingency of $588,175 to account for any unforeseen changes, only to be approved in advance by GTrans staff for a not to exceed project total of $12,351,676.

FINANCIAL IMPACT/COST:

GTrans has existing federal, state, and local funding available for the second phase of its bus replacement program, to purchase these CNG buses. There is no impact to the General Fund.

ATTACHMENTS:

Assignment Agreement_Gardena_Executed.pdf
Gardena Option Quote - (14) Buses REV2.pdf
ENC Bus Breakdown.pdf
Contract
OP28367_Volume I_Group A_ENC_Final_Signed.pdf
Complete Amendments to OPS28367-000 (#1 to #20).pdf

APPROVED:
___________________________________
Clint Osorio, City Manager

ATTACHMENT C - ASSIGNIVIENT AGREEMENT

ASSIGNMENT TO PURCHASE AGREEMENT
Los Angeles County Metropolitan Transportation Authority of Los Angeles, California, "Assignor", hereby assigns to GTrans of the City of Gardena, California, "Assignee", to purchase from EI Dorado National (California), Inc. (ENC), "Seller", forty six (46) units of 40' low floor CNG transit Vehicles at a price and under the terms and conditions contained in Assignor's Contract No OP28367-000, dated August 15, 2017 with Seller ("Contract").

Contract OP28367-000 commenced, per terms of Contract, on September 1, 2017, and any unused buses may be assigned at any time on or before September 1, 2022.

Assignee further agrees to hold Assignor harmless from any deficiency or defect in the legality or enforcement of the terms of said Contract or option to purchase thereunder. Assignee agrees and understands that Assignor is not acting as a broker or agent in this transaction and is not representing Seller or Assignee, but rather is acting as a principle in assigning its interest in the above-referenced option to purchase the Vehicles under the Contract to Assignee.

Assignee hereby unconditionally releases and covenants not to sue Assignor upon any claims, liabilities, damages, obligations or judgments whatsoever, in law or in equity, whether known or unknown, or claimed, which they or either of them have or claim to have or which they or either of them may have or claim to have in the future against Assignor, with respect to the Vehicles or any rights whatsoever assigned hereunder.
~~Dated this f %` day of+~l ch, 2018
Los Angeles County Metropolitan
Transportation Authority
GTrans
City of Gardena
Phillip A. Washington
Chief Executive Officer
BY: ~/ f'~~~ -~
Assignor
~~
Ernie Crespo
Director of Transportation
~ _
BY:

Assignee
hereby accept and approve the terms of this agreement and agree to hold Assignor harmless from any further liability or obligation under our agreement.

EI Dorado National (California), Inc. (ENC)
BY:

Seller c
Contract No.. OP28367-000 Assignment Agreement
40' Low Floor CNG Transit Buses

DATE: 11/18/2021
12/09/21 REV1
01/29/22 REV2

ITEM DESCRIPTION PRICE

1.0 Base bus price of previous (18) unit order without freight 640,369.82$

2.0 Delete ferry riser (365.00)$

3.0 Delete driver's protection system on last bus (price was divided over 18 buses) (169.84)$

4.0 Delete GFI farebox for (6) buses divided over 18 buses (5,512.95)$

5.0 Delete GFI farebox expedited delivery charge (166.67)$

6.0 Delete CUBIC-DCU for (6) buses divided over (18) buses (2,146.64)$ Subtotal 632,008.72$

NEW BUS CHARGES

7.0 PPI calculation August 2017 to August 2021(P) per attached; 11.87% PPI on revised subtotal 75,019.44$

9.0 Change from safefleet mirrors to ENC demo style mirror: low mounted streetside & use same head on both sides; use spacer on streetside mirror -$

10.0 Change from Byk-Rak 3 position stl stl bike to black stainless steel 70.00$

11.0 Changes to Luminator/Apollo system - updated antenna; add camera 774.00$

12.0 Optional Luminator/Apollo equipment per attached Luminator quote; total is divided over 14 buses 604.00$

13.0 Supply & install complete Clever Devices AVL & APC System 25,268.00$

14.0 Use Hanover internal amps to separate front & rear speakers 101.00$

15.0 Hanover WDM software, 1 year annual hosting server solution, Tycon switch and charge guard; costs divided over 14 buses 1,572.00$

16.0 Driver's protection system - Arowguard with extra extended glass 6,063.00$

17.0 GFI Farebox pre-wire only 108.00$

18.0 Add ring collar to overhead grab straps 266.00$

19.0 Rear passenger door Obstruction Detection System (sonic sensor) 1,527.00$

20.0 Brake pedal E10 valve 158.00$

21.0 Hinged door for emergency door release housing at both doors 34.00$ BASE SUBTOTAL PER BUS 743,573.16$ BUS AMOUNT 743,573.16$ FREIGHT (NON-TAXABLE) 275.00$ NON-TAXABLE ADA (19,740.00)$ SUBTOTAL 743,848.16$ TAXABLE AMOUNT 723,833.16$
TAX 10.25% 74,192.90$ TAX 10.25% 74,192.90$
BASE TOTAL PER BUS 818,041.06$
QTY 14
TOTAL FOR 14 BUSES 11,452,574.84$

ADDITIONAL DELIVERABLES (NOT IN BUS PRICE)

ITEM DESCRIPTION PRICE

1.0 Toughbook 55 laptop FZ-55C26DCVM - Qty 4 @ $3,406 each 13,624.00$ *

2.0 85 hours of training - $175/HR LACMTA published option; non-taxable 14,875.00$

3.0 Manuals - same as initial (18) bus order 1,295.00$ *

4.0 Spare parts package - per attached listing 175,222.26$ *

5.0 (2) Nexiq Technologies USB Link @ $774 each 1,548.00$ *

6.0 (1) A/C interface software and cable @$585 585.00$ *

7.0 Brake Lathe for rotors - WS-BL44-T (taller) - quantity 2 47,502.00$ *

8.0 Brake Caliper Jack - quantity 2 5,998.00$ *

9.0 A/C evacuation machine - quantity 2 17,784.00$ *

10.0 Digital regrigerant analyzer - quantity 2 2,472.00$ *

11.0 Accessory Power System (APS) software & adapter interface 2,497.00$ * * TAXABLE
PREPARED BY: Holly Piper, Sales Administration Manager This quote is valid for 90 days
REV1 Add spare parts package & taxable note on deliverables REV2 Add bus items 19, 20, 21; add deliverables 10 & 11; increase deliverables quantity on items 7, 8, 9

BUS TAX

QUOTATION
PREPARED FOR: City of Gardena

ENC Purchase of 14 Buses
Item Quantity Unit Price Unit Description Total
1-6 14 612,268.72$ Each 40 Ft.CNG Base Bus ($632,008.72-ADA $19,740) 8,571,762$ 7 14 75,019.44$ Each 11.87% PPI on Base Bus 1,050,272$ 9-21 14 36,545.00$ Additional Onboard Equipment 511,630$ 14 19,740.00$ Each ADA Equipment (tax exempt) 276,360$ 14 743,573.16$ Total Bus
14 74,192.90$ Each 10.25% California Sales Tax Buses 1,038,701$ 14 275.00$ Each Delivery 3,850$
11,452,575$
Additional
1 4 3,406$ DL Toughbooks 13,624$
2 1 14,875$ DL 85 hours of training (tax exempt) 14,875$ 3 1 1,295$ DL Manuals 1,295$
4 1 175,222$ DL Spare Parts Package 175,222$
5 2 774$ DL Nexiq USB Link 1,548$
6 1 585$ DL A/C Interface Cables 585$
7 2 23,751$ DL Brake Lathe 47,502$
8 2 2,999$ DL Brake Caliper 5,998$
9 2 8,892$ DL A/C Evacuation Machine 17,784$ 10 2 1,236$ DL Digital regrigerant analyzer 2,472$ 11 1 2,497$ DL Accessory Power System (APS) software & adapter interface 2,497$ 5 DL 10.25% Calif. Sales tax, Other (line 4) 27,524$
11,763,501$ Council Estimated Amount (not including 5% Contingency) 588,175$ 5%
12,351,676$ Authorized with Contingency
Los Angeles County
Metropolitan Transportation Authority
FORTY-FOOT (40') LOW FLOOR CNG TRANSIT BUSES
Contract No.: OP28367-000
ELDORADO NATIONAL (CALIFORNIA), INC.

ISSUED: 08.10.17
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GROUP A – 40’ CNG
Photo By: Chang Kim
Contract No.: OP28367-000 FORTY-FOOT (40') LOW FLOOR CNG TRANSIT BUSES ISSUED: 08.10.17 TABLE OF CONTENTS
Revised: 11.22.2016
i

TABLE OF CONTENTS
FIRM FIXED PRICE CONTRACT............................................................................................1 ARTICLE I: CONTRACT DOCUMENTS ORDER OF PRECEDENCE .............................................. 2 ARTICLE II: DEFINITIONS................................................................................................................. 3 ARTICLE III: WORK TO BE PERFORMED........................................................................................ 3 ARTICLE IV: COMPENSATION ......................................................................................................... 3 ARTICLE V: CONTRACT TERM AND PERIOD OF PERFORMANCE ............................................. 4 ARTICLE VI: TAX CREDITS .............................................................................................................. 4 ARTICLE VII:INVOICES ........................................................................................................................ 4 ARTICLE VIII:LIMITATION OF FUNDS................................................................................................. 5 ARTICLE IX: ENTIRE AGREEMENT ................................................................................................. 6 EXHIBIT A – INSURANCE REQUIREMENTS ...................................................................................... 7 REGULATORY REQUIREMENTS...........................................................................................8 RR-01 ADMINISTRATIVE CODE *................................................................................................. 8 RR-02 DISCRIMINATION * ............................................................................................................ 9 RR-03 WHISTLEBLOWER REQUIREMENTS * ............................................................................ 9 RR-04 PUBLIC RECORDS ACT *................................................................................................ 10 RR-05 ACCESS TO RECORDS................................................................................................... 10 RR-06 FEDERAL FUNDING, INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS, AND FEDERAL CHANGES* .................................................................... 11 RR-07 ENERGY CONSERVATION REQUIREMENTS ............................................................... 12 RR-08 CIVIL RIGHTS REQUIREMENTS * .................................................................................. 12 RR-09 NO GOVERNMENT OBLIGATION TO THIRD PARTIES * .............................................. 13 RR-10 PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS *............................................................................................................................... 14 RR-11 SUSPENSION AND DEBARMENT* ................................................................................. 14 RR-12 RECYCLED PRODUCTS.................................................................................................. 15 RR-13 CLEAN WATER AND CLEAN AIR REQUIREMENTS* .................................................... 15 RR-14 COMPLIANCE WITH FEDERAL LOBBYING POLICY *................................................... 16 RR-15 BUY AMERICA * ............................................................................................................... 16 RR-16 CARGO PREFERENCE* .................................................................................................. 16 RR-17 FLY AMERICA................................................................................................................... 17 RR-18 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT *................................... 18 RR-19 SEISMIC SAFETY............................................................................................................. 19 RR-20 ADA ACCESS.................................................................................................................... 19 RR-21 ALCOHOL AND DRUG-FREE WORKPLACE PROGRAM * ............................................ 21 RR-22 TRANSIT EMPLOYEE PROTECTIVE ARRANGEMENTS * ............................................ 22 RR-23 CHARTER SERVICE OPERATIONS................................................................................ 23 RR-24 SCHOOL BUS REQUIREMENTS..................................................................................... 23 RR-25 FEDERAL PATENT AND DATA RIGHTS* ....................................................................... 23 RR-26 PUBLIC WORKS CONTRACT REGISTRATION LAW ..................................................... 26 RR-27 COMPLIANCE WITH CALIFORNIA HEALTH AND SAFETY CODE (HSC) §25250.51 .. 27 SPECIAL PROVISIONS ........................................................................................................28 SP-01 DEFINITIONS.................................................................................................................... 28 SP-02 DBE PARTICIPATION....................................................................................................... 31 SP-03 ORGANIZATIONAL CONFLICTS OF INTEREST*........................................................... 31 SP-04 NOTICES AND SERVICE THEREOF* ............................................................................. 32 SP-05 APPROVED SUBCONTRACTORS .................................................................................. 33 SP-06 PILOT VEHICLE................................................................................................................ 33 SP-07 CONFIGURATION AND PERFORMANCE APPROVAL .................................................. 34 SP-08 FIRST ARTICLE/PRE-DELIVERY TESTS AND INSPECTION ........................................ 35 Contract No.: OP28367-000 FORTY-FOOT (40') LOW FLOOR CNG TRANSIT BUSES ISSUED: 08.10.17 TABLE OF CONTENTS
Revised: 11.22.2016
ii
SP-09 VEHICLE DELIVERY SCHEDULE.................................................................................... 36 SP-10 LIQUIDATED DAMAGES .................................................................................................. 36 SP-11 ISSUANCE OF THE NOTICE TO PROCEED .................................................................. 36 SP-12 DELIVERY PROCEDURE................................................................................................. 37 SP-13 PERFORMANCE BOND/GUARANTEE............................................................................ 37 SP-14 MOTOR VEHICLE POLLUTION REQUIREMENTS ......................................................... 37 SP-15 ENGINE EMISSIONS CERTIFICATE ............................................................................... 38 SP-16 DESIGN AND MANUFACTURING RESPONSIBILITY..................................................... 38 SP-17 INTERCHANGEABILITY................................................................................................... 39 SP-18 MATERIALS AND WORKMANSHIP RESPONSIBILITY .................................................. 39 SP-19 SPARE AND REPLACEMENT PARTS............................................................................. 39 SP-20 PRE-PRODUCTION MEETINGS...................................................................................... 40 SP-21 CONTRACT STATUS REPORTS..................................................................................... 41 SP-22 PRODUCTION CONTINUITY ........................................................................................... 41 SP-23 ASSUMPTION OF RISK OF LOSS................................................................................... 42 SP-24 CONDITIONAL ACCEPTANCE AND ACCEPTANCE OF PRODUCTION VEHICLES.... 42 SP-25 ACCEPTANCE OF PRODUCTION VEHICLE .................................................................. 42 SP-26 NON-ACCEPTANCE OF PRODUCTION VEHICLE......................................................... 43 SP-27 REPAIRS BY LACMTA ..................................................................................................... 43 SP-28 OPTIONS........................................................................................................................... 44 SP-29 ASSIGNMENT OF OPTIONS............................................................................................ 46 SP-30 TITLE................................................................................................................................. 46 SP-31 INSURANCE REQUIREMENTS ....................................................................................... 46 SP-32 THE CONTRACTOR’S INTERACTION WITH THE MEDIA AND THE PUBLIC .............. 52 SP-33 ANTI-DUMPING PROHIBITIONS ..................................................................................... 52 SP-34 NONRESTRICTIVE CLAUSES......................................................................................... 52 SP-35 APPROVALS..................................................................................................................... 53 SP-36 DOCUMENT APPROVAL AND REVIEW ......................................................................... 53 SP-37 OTHER CONTRACT DELIVERABLES (NON-TECHNICAL)............................................ 54 SP-38 LOCAL EMPLOYMENT PROGRAM................................................................................. 57 SP-39 RELEASE OF INFORMATION* ........................................................................................ 59 SP-40 CONTRACTOR WARRANTY............................................................................................ 60 SP-41 CONTRACTOR’S IN-PLANT QUALITY ASSURANCE REQUIREMENTS ...................... 70 SP-42 PAYMENT OF PREVAILING AND LIVING WAGES / REPORTING (NOT APPLICABLE)79 SP-43 SERVICE CONTRACT WORKER RETENTION POLICY (NOT APPLICABLE) .............. 80 SP-44 BUY AMERICA CERTIFICATION ..................................................................................... 80 ATTACHMENT A: NEW BUS MANUFACTURING INSPECTION GUIDELINES....................83 ATTACHMENT B – FAITHFUL PERFORMANCE BOND ......................................................86 ATTACHMENT C – ASSIGNMENT AGREEMENT ................................................................88 GENERAL CONDITIONS (SERVICES) .................................................................................89 GC-01 GLOSSARY OF TERMS*.................................................................................................. 89 GC-02 INTERPRETATION*.......................................................................................................... 94 GC-03 PRECEDENCE OF CONTRACT DOCUMENTS .............................................................. 94 GC-04 CONTRACT DOCUMENTS .............................................................................................. 95 GC-05 AUTHORITY OF THE CONTRACTING OFFICER ........................................................... 96 GC-06 METRO’S TECHNICAL REPRESENTATIVE (PROJECT MANAGER)............................ 96 GC-07 INDEPENDENT CONTRACTOR ...................................................................................... 96 GC-08 ORGANIZATIONAL AND KEY PERSONNEL................................................................... 96 GC-09 SUBCONTRACTORS AND SUPPLIERS* ........................................................................ 97 GC-10 PERMITS........................................................................................................................... 99 GC-11 GOODS*.......................................................................................................................... 100 GC-12 STANDARDS OF PERFORMANCE*.............................................................................. 100 GC-13 UNAUTHORIZED ACTIONS*.......................................................................................... 101 Contract No.: OP28367-000 FORTY-FOOT (40') LOW FLOOR CNG TRANSIT BUSES ISSUED: 08.10.17 TABLE OF CONTENTS
Revised: 11.22.2016
iii
GC-14 PERIOD OF PERFORMANCE........................................................................................ 101 GC-15 INSPECTION OF WORK (ACCEPTANCE)*................................................................... 102 GC-16 FINAL ACCEPTANCE* ................................................................................................... 102 GC-17 SAFETY* ......................................................................................................................... 104 GC-18 WARRANTY*................................................................................................................... 104 GC-19 RIGHTS IN PROPERTY* ................................................................................................ 104 GC-20 EXTENTION OF TIME .................................................................................................... 105 GC-21 CHANGES....................................................................................................................... 107 GC-22 AUDIT SOFTWARE ........................................................................................................ 109 GC-23 NOTICE OF INTENT TO CLAIM AND CLAIMS.............................................................. 109 GC-24 RESOLUTION OF DISPUTES ........................................................................................ 110 GC-25 SUSPENSION*................................................................................................................ 110 GC-26 TERMINATION FOR CONVENIENCE OF METRO* ...................................................... 111 GC-27 TERMINATION FOR DEFAULT* .................................................................................... 114 GC-28 ASSIGNMENT*................................................................................................................ 116 GC-29 ENVIRONMENTAL COMPLIANCE................................................................................. 117 GC-30 HISTORICAL, ARCHAEOLOGICAL, PALEONTOLOGICAL, AND SCIENTIFIC DISCOVERIES*............................................................................................................... 118 GC-31 THE CONTRACTOR'S INTERACTION WITH THE MEDIA AND THE PUBLIC*........... 118 GC-32 WHISTLEBLOWER REQUIREMENTS* ......................................................................... 119 GC-33 COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT*............................ 119 GC-34 SEVERABILITY*.............................................................................................................. 119 GC-35 GOVERNING LAW* ........................................................................................................ 120 GC-36 PUBLIC RECORDS ACT*............................................................................................... 120 GC-37 LIABILITY AND INDEMNIFICATION* ............................................................................. 120 GC-38 RIGHTS IN TECHNICAL DATA, PATENTS AND COPYRIGHTS*................................. 124 GC-39 SOFTWARE LICENSING AGREEMENT AND PROVISIONS FOR USE* ..................... 125 GC-40 AGENT TO ACCEPT SERVICE...................................................................................... 126 GC-41 CONFLICT OF INTEREST* ............................................................................................ 126 GC-42 COVENANT AGAINST CONTINGENT FEES* ............................................................... 127 GC-43 NO WAIVER .................................................................................................................... 127 GC-44 CONFIDENTIALITY* ....................................................................................................... 128 GC-45 SAFETY AND LOSS PREVENTION * ............................................................................ 128 GC-46 ENGLISH REQUIREMENTS * ........................................................................................ 129 COMPENSATION & PAYMENT PROVISIONS (FIRM FIXED PRICE) ................................130 CP-01 BASIS OF COMPENSATION * ....................................................................................... 131 CP-02 MILESTONE PAYMENTS............................................................................................... 131 CP-03 PAYMENT TO SUBCONTRACTORS * .......................................................................... 136 CP-04 PAYMENT OF TAXES * .................................................................................................. 137 CP-05 FINAL PAYMENT *.......................................................................................................... 137 CP-06 AUDIT REQUIREMENTS * ............................................................................................. 139 CP-07 LIQUIDATED DAMAGES ................................................................................................ 141 EXHIBIT 1 - PAYMENT CERTIFICATION ........................................................................................ 143 EXHIBIT B - STATEMENT OF WORK.................................................................................144 * All Articles, Subarticles, or portions of the Contract noted by an asterisk (*) shall be included in (flow- down to) all Subcontracts of any tier.

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METRO 17-113CO
CONTRACT NO.: OP28367-000
ISSUED: 08.10.17
1 FIRM FIXED PRICE CONTRACT
PRO FORM 018
REVISION DATE: 08.08.14

LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY CONTRACT NO.: OP28367-000
FORTY-FOOT (40') LOW FLOOR CNG TRANSIT BUSES

FIRM FIXED PRICE CONTRACT

BETWEEN

LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY AND
ELDORADO NATIONAL (CALIFORNIA), INC.
____________________________________________________________________ AUGUST 15, 2017

EFFECTIVE DATE
METRO 17-113CO
CONTRACT NO.: OP28367-000
ISSUED: 08.10.17
2 FIRM FIXED PRICE CONTRACT
PRO FORM 018
REVISION DATE: 08.08.14

LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY

FIRM FIXED PRICE CONTRACT
CONTRACT NO.: OP28367-000
Between

LOS ANGELES COUNTY

METROPOLITAN TRANSPORTATION AUTHORITY

ONE GATEWAY PLAZA
LOS ANGELES, CA 90012-2952
and
ELDORADO NATIONAL (CALIFORNIA), INC.
9670 Galena Street
Riverside, CA 92509
FORTY-FOOT (40') LOW FLOOR CNG TRANSIT BUSES
______________________________________________________________________ This Contract is entered into by and between the Los Angeles County Metropolitan Transportation Authority (LACMTA/Metro), and ELDORADO NATIONAL (CALIFORNIA), INC. (Contractor).

In consideration of the mutual covenants of the parties as set forth below, the parties hereby agree as follows:

ARTICLE I: CONTRACT DOCUMENTS ORDER OF PRECEDENCE
A. This Contract includes this Form of Contract and the other following Contract Documents and Attachments, which are incorporated herein and made a part of this Contract.

B. Except as otherwise specified herein, in the event of any conflict, the precedence of the Contract Documents shall be as follows:

1. Form of Contract, (Pro Form 18, Dated 08/08/14)

2. Regulatory Requirements, (Pro Form 039, Dated 02/03/16)

3. Special Provisions, (Pro Form 089, Dated 01/11/16)

4. General Conditions, (Pro Form 038, Dated 01/11/16)

5. Compensation and Payment Provisions, Firm Fixed Price, (Pro Form 040, Dated 08/23/13)

6. Technical Specifications, (Dated 08/10/17)
C. An Amendment or Change to this Contract shall take its precedence from the term it amends. All other documents and terms and conditions shall remain unchanged.

METRO 17-113CO
CONTRACT NO.: OP28367-000
ISSUED: 08.10.17
3 FIRM FIXED PRICE CONTRACT
PRO FORM 018
REVISION DATE: 08.08.14
ARTICLE II: DEFINITIONS
Capitalized terms, abbreviations and symbols used in this Contract are defined in the Article in the General Conditions entitled GLOSSARY OF TERMS. Additional terms may be defined in the Special Provisions or the Statement of Work.

ARTICLE III: WORK TO BE PERFORMED
Contractor shall furnish all necessary labor, materials, supplies, and transportation necessary to manufacture 295 Forty-Foot (40’) Low Floor CNG Transit Buses, up to 305 Option vehicles, spare parts, special tools, diagnostic equipment, training, training aids and manuals as is more fully described in the Special Provisions and Technical Specifications.

ARTICLE IV:COMPENSATION
A. Contract Price
In consideration of the Contractor’s full performance of the Work, and in accordance with the terms of the Contract, Metro will pay the Contractor the Contract Price of $199,067,748, inclusive of tax and delivery as provided in this Article and in the Contract Document entitled Compensation and Payment Provisions.

Contract Options may be exercised unilaterally by LACMTA in accordance with Special Provisions Article SP-28, Options.

B. Payment Schedule
The Contract Price shall be paid to the Contractor based upon the Milestone Payment Schedule, Form PF1-Contract Price Summary, and the Compensation and Payment Provisions.

All Applications for Milestone Payments shall be submitted in writing in accordance with the Contract Documents entitled COMPENSATION AND PAYMENT AND THE SPECIAL PROVISIONS, as applicable, and delivered or mailed to LACMTA as follows:

Los Angeles County Metropolitan Transportation Authority Accounts Payable
P.O. Box 512296
Los Angeles, CA 90051-0296
Contract No.: OP28367-000
C. Final Payment
The Application for Final Payment shall be marked FINAL and a copy sent to Metro’s Authorized Representative. LACMTA shall remit payment to the Contractor at the following address:

METRO 17-113CO
CONTRACT NO.: OP28367-000
ISSUED: 08.10.17
4 FIRM FIXED PRICE CONTRACT
PRO FORM 018
REVISION DATE: 08.08.14
ELDORADO NATIONAL (CALIFORNIA), INC.
9670 Galena Street
Riverside, CA 92509
D. Effective January 1, 2009, Metro started payment of invoices via Electronic Funds Transfer (EFT) which guarantees faster payments and is a more secure and efficient way to make payments. If you have not already done so, you will be required to sign up for EFT, unless you request a waiver in writing.

Please call (213) 922-6811, then press option # 7 for EFT forms.

ARTICLE V: CONTRACT TERM AND PERIOD OF PERFORMANCE
The Effective Date of this Contract is August 15, 2017. The Period of Performance of this Contract shall begin on September 1, 2017 (hereinafter “Commencement Date”). Contractor shall complete delivery of the Base quantity of 295 vehicles no later than November 29, 2019, 117 weeks (819 calendar days) after the Commencement Date, unless this Contract is terminated earlier or extended by LACMTA, in writing, as provided in the Contract. Said complete delivery date of November 29, 2019 for Group A buses shall be automatically extended on a day-for-day basis if the Contract for the Base Buy is not executed by LACMTA on or before September 1, 2017.

The Base quantity for Group A is 295 Vehicles. The Base quantity delivery schedule is for a minimum of five (5) and a maximum of ten (10) vehicles per week. Any Group A vehicles delivered beyond that November 29, 2019 date may be subject to Liquidated Damages in accordance with Special Provisions SP – 10. If any Option for Group A vehicles is exercised, the Group A Option Vehicles shall be delivered in accordance with the schedule contained in the Modification to exercise the Option.

ARTICLE VI:TAX CREDITS
In the event Contractor is entitled to Federal or State tax credits or refunds conditioned on the sale of CNG/ZEB buses to a public agency, the Contractor agrees to rebate an amount equal to ninety (90) percent of the per bus credit or refund to LACMTA when the Contractor takes the credit and/or realizes the refund. The provision of such credits shall not affect any other responsibilities contained in the Contract
ARTICLE VII:INVOICES
Contractor shall submit invoices for all Vehicles including Option Vehicles, Spare Parts, equipment and other items purchased under this Contract to LACMTA 30 calendar days prior to each delivery. Payment shall be within 30 days after Acceptance of the item. Pro forma invoices will be acceptable. Contractor shall pay all Sales/Use Taxes, including spare parts, training, training aids, special tools, manuals or diagnostic equipment ordered under the Contract. LACMTA shall require the Contractor to remit all Sales/Use Taxes directly to State and METRO 17-113CO
CONTRACT NO.: OP28367-000
ISSUED: 08.10.17
5 FIRM FIXED PRICE CONTRACT
PRO FORM 018
REVISION DATE: 08.08.14
Federal Tax agencies, and to provide annual reports to LACMTA of such remittances.

A separate invoice shall be submitted for each Vehicle, including Option Vehicles. Each invoice shall include:
 Contract number
 Model and serial number of Vehicles invoiced
 Unit or total prices by line item number
 Total invoice amount.

A separate invoice shall be submitted for spare parts, special tools, training, training aids, and diagnostic equipment. Each invoice shall include:
 Contract number
 Description of the item
 Unit or total prices by line item number
 Total invoice amount.

ARTICLE VIII:LIMITATION OF FUNDS
Funding for this Contract is based upon the availability of funds determined by LACMTA’s fiscal budget, which runs from July 1 through June 30 of each fiscal year. If funding is not approved for any subsequent fiscal year during which this Contract is in effect, LACMTA will issue a stop work notice.

ARTICLE IX: ENTIRE AGREEMENT
This Contract includes this Form of Contract, all other Contract Documents incorporated pursuant to Article I herein, and all Attachments and other documents incorporated herein by inclusion or by reference, and constitutes the complete and entire agreement between Metro and Contractor and supersedes any prior representations, understandings, communications, agreements or proposals, oral or written.

ELDORADO NATIONAL (CALIFORNIA),
INC.
9670 Galena Street
Riverside, CA 92509
tony.wayne(a~eldorado-ca.com EMAIL ADDRESS
(909) 591-9557 PHONE NUMBER

SIGNAT E O UTHORIZED OFFICIAL
gy. Tony Wayne
(PRINT OR TYPE NAME)
Vice President and General Manager
TITLE
August 14, 2017
DATE

LOS ANGELES COUNTY

METROPOLITAN

TRANSPORTATION AUTHORITY
PHILLIP A: WASHINGTON
CHIEF ~~ECU VE OFFICER
BY:
~ 2l ! 11
DATE

APPROVED AS TO FORM
MARY C. WICKHAM

COUNTY COUNSEL
BY:

EPUTY
TAX ID NO.: 33-0485436
METRO 17-113C0 FIRM FIXED PRICE CONTRACT
CONTRACT NO.: OP28367-000 6 PRO FORM D18
ISSUED: 08.10.17 REVISION DATE: 08.08.14

METRO 17-113CO
CONTRACT NO.: OP28367-000
ISSUED: 08.10.17
7 FIRM FIXED PRICE CONTRACT
PRO FORM 018
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EXHIBIT A – INSURANCE REQUIREMENTS
(Reference Special Provisions SP-31)
METRO 17-113CO
CONTRACT NO.: OP28367-000
ISSUED: 08.10.17
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REVISION DATE: 02.03.16

REGULATORY REQUIREMENTS
RR-01 ADMINISTRATIVE CODE *
A. Applicability
This Article applies to all contracts.

B. Metro Administrative Code
Contractor warrants and represents that it has read and understands Title 4, Procurement, and Title 5, Ethics, of the Metro Administrative Code (hereinafter “Administrative Code” - available at
www.metro.net/images/MTA Administrative Code Enactment.pdf), and will comply with each and every one of those requirements in accordance with their terms to the extent that they are applicable to contractors doing business with Metro. All definitions used in the Administrative Code are hereby incorporated herein as though fully set forth.

Without reducing or affecting its obligation to comply with any and all provision of the Administrative Code, as applicable, Contractor specifically warrants, represents and covenants that it will:

1. Comply with:
a. Chapter 5-20, Contractor Code of Conduct;
b. Chapter 5-25, Lobbying the Metro; and
c. Chapter 5-35, Metro Conflict of Interest Code, and

2. Not induce, attempt to induce, or solicit:
a. Board members to violate Chapter 5-10;
b. Metro employees to violate Chapter 5-15;
c. Metro Financial employees to violate Chapter 5-30: or d. Either Board members, Metro employees or Metro Financial employees to violate any other provision of the Administrative Code.

C. Compliance with §§1090 et. seq. and §§87100 et. seq. of the California Government Code
Contractor shall comply with all applicable provisions of §§1090 et. seq. and §§87100 et. seq. of the California Government Code. Without reducing or affecting its obligation to comply with any and all of said provisions, Contractor specifically covenants:

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1. Contractor shall not cause or permit any member, officer, or employee of Metro to have any financial interest in the Contract;

2. Contractor shall not enter into any Subcontract involving services or property with a person or business prohibited from transacting such business with Metro;

3. Contractor warrants and represents that to its knowledge no Board member, officer, or employee of Metro has any interest, whether contractual, non-contractual, financial or otherwise, in this Contract, or in the business or any other contract or transaction of the Contractor or any Subcontractor and that if any such interest comes to Contractor’s knowledge at any time, Contractor shall make a full and complete disclosure of all such information in writing to Metro.

D. Campaign Contributions
Neither Contractor nor its Agents shall give or offer to give any campaign contribution to any member of Metro’s Board of Directors in violation of California Public Utilities Code §130051.20, California Government Code §§84300 et seq., or the Administrative Code.

E. Environmental Management System (EMS) Policy
Contractor represents that during the performance of the Contract it will assist Metro in achieving the principles of Metro’s EMS Policy, available at Environmental Management System (EMS) Policy and Contractor further commits that it shall adhere to the applicable EMS Policy principles in its choice of means and methods in the performance of the Work.

RR-02 DISCRIMINATION *
A. Applicability
This Article applies to all contracts.

B. In connection with the performance of Work provided for under this Contract, Contractor agrees that it will not, on the grounds of race, religious creed, color, national origin, ancestry, physical disability, medical condition, marital status, sex, sexual orientation, or age, discriminate or permit discrimination against any person or group of persons in any manner prohibited by Federal, State or local laws.

RR-03 WHISTLEBLOWER REQUIREMENTS *
A. Applicability
This Article applies to all contracts.

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B. Contractor shall not adopt any rule, regulation or policy preventing an employee from disclosing information to a government or law enforcement agency, where the employee believes the information discloses violation or noncompliance with a state or Federal regulation; nor shall Contractor retaliate against an employee for taking such actions as set forth in the California Labor Code §1101 et. seq.

RR-04 PUBLIC RECORDS ACT *
A. Applicability
This Article applies to all contracts.

B. Except as otherwise provided herein, all records, documents, drawings, plans, specifications, and all other information relating to the conduct of Metro’s business, including all information and documents submitted by Contractor (“Records”), shall become the exclusive property of Metro and shall be deemed public records. Said Records are subject to the provisions of the California Public Records Act (Government Code §6250 et. seq.).

Metro’s use and disclosure of its records are governed by this Act. Metro will use its best efforts to inform the Contractor of any request for any financial records or documents marked “Trade Secret”, “Confidential” or “Proprietary” provided by Contractor to Metro. Metro will not advise as to the nature or content of documents entitled to protection from disclosure under the California Public Records Act.

C. In the event of litigation concerning the disclosure of any Records, Metro’s sole involvement will be as a stakeholder, retaining the Records until otherwise ordered by a court. The submitting party, at its sole expense and risk, shall be fully responsible for any and all fees for prosecuting or defending any action concerning the Records and shall indemnify and hold Metro harmless from all costs and expenses including attorney’s fees in connection with any such action.

RR-05 ACCESS TO RECORDS
A. Applicability
This Article applies to all federally funded contracts.

B. Contractor agrees to provide Metro, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this Contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C. F. R. 633.17 to provide the FTA Administrator or the FTA’s authorized representatives, including any FTA Project Management Oversight Contractor, access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1, which is METRO 17-113CO
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receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311.

C. If this Contract is for a capital project or improvement (defined at 49 U.S.C. 5302(a)1) and was entered in to through other than competitive bidding, the Contractor shall make records related to this Contract available to Metro, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection.

D. Contractor shall permit any of the foregoing parties to reproduce without any cost by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

E. Contractor shall maintain all books, records, accounts and reports required under this Contract for a period of not less than three years after the date of termination or expiration of this Contract, except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case Contractor agrees to maintain same until Metro, 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.

RR-06 FEDERAL FUNDING, INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS, AND FEDERAL CHANGES*
A. Applicability
This Article applies to all federally funded contracts.

B. This Contract includes, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the Contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, dated November 1, 2008 (including any changes, revisions or successor circulars) is automatically 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 Contract. Contractor shall not perform any act, fail to perform any act, or refuse to comply with any Metro requests which would cause Metro to be in violation of the FTA terms and conditions.

This Contract is subject to a financial assistance agreement between Metro and the Federal Transit Administration of the US Department of Transportation and all laws, regulations, guidelines, and provisions of the financial assistance agreement apply to this Contract and are incorporated by reference as if fully set forth herein.

C. Contractor shall at all times comply with all applicable federal laws and regulations, including without limitation FTA regulations, policies, procedures and directives, including those listed directly or by reference in Applicable Grant Agreements between Metro and FTA, as they may be amended or METRO 17-113CO
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promulgated from time to time during the term of this Contract collectively “Federal Requirements”. These Federal Requirements may change and the changed Federal Requirements will apply to this Contract as required unless the Federal Government determines otherwise. Contractor's failure to so comply with the Federal Requirements shall constitute a material breach of this Contract.

RR-07 ENERGY CONSERVATION REQUIREMENTS
A. Applicability
This Article applies to all federally funded contracts.

B. Contractor shall comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act 42 USC §6321 et seq.

RR-08 CIVIL RIGHTS REQUIREMENTS *
A. Applicability
This Article applies to all federally funded contracts.

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, Contractor shall not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, Contractor shall comply with applicable Federal implementing regulations and other implementing requirements FTA may issue.

In addition to any other remedies under this Contract, in the event of the Contractor’s noncompliance with the nondiscrimination provisions of this agreement, the California Department of Transportation shall impose such sanctions as it or the FHWA may determine to be appropriate, including but not limited to:

1. Withholding of payments to Contractor under the Contract within a reasonable period of time, not to exceed 90 days; and/or

2. Cancellation, termination or suspension of the Contract, in whole or in part.

C. Equal Employment Opportunity
(a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit METRO 17-113CO
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laws at 49 U.S.C. § 5332, Contractor shall 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 activities undertaken in the course of the Contract.

Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, Contractor shall comply with any implementing requirements FTA may issue.
(b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 623 and Federal transit law at 49 U.S.C. § 5332, Contractor shall refrain from discrimination against present and prospective employees for reason of age. In addition, Contractor shall comply with any implementing requirements FTA may issue.
(c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § 12112, Contractor shall comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, Contractor shall comply with any implementing requirements FTA may issue.

RR-09 NO GOVERNMENT OBLIGATION TO THIRD PARTIES *
A. Applicability
This Article applies to all federally funded contracts.

B. Notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award this 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 Metro, Contractor, or any other party (whether or not a party to that Contract) pertaining to any matter resulting from this Contract.

Contractor shall include this Article in each Subcontract and shall not modify the Article, except to identify the Subcontractor who will be subject to its provisions.

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RR-10 PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS *
A. Applicability
This Article applies to all federally funded contracts.

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

C. Contractor also acknowledges that this Contract is 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 and if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(1) on Contractor, to the extent the Federal Government deems appropriate.

D. Contractor shall include this Article in each subcontract financed in whole or in part with Federal assistance provided by FTA. Contractor shall not modify the Article, except to identify the Subcontractor who will be subject to the provisions.

RR-11 SUSPENSION AND DEBARMENT *
A. Applicability
This article applies to federally funded contracts and subcontracts at any level expected to equal or exceed $25,000 as well as any contract or subcontract (at any level) for Federally required auditing services.

B. This Contract is a covered transaction for purposes of 49 CFR Part 29. As such, Contractor shall verify that none of the Contractor, its principals, as defined at 49 CFR 29.995, or affiliates, as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945.

Contractor shall comply with 49 CFR 29, Subpart C and shall include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into.

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C. By entering into this Contract, Contractor certifies that it shall comply with the requirements of 49 CFR 29, Subpart C throughout the period of this Contract.

This certification is a material representation of fact relied upon by Metro. If it is later determined that Contractor knowingly rendered an erroneous certification, in addition to remedies available to Metro, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment .

RR-12 RECYCLED PRODUCTS
A. Applicability
This Article applies to federally funded operations/management, construction, or materials & supplies contracts for items designated by the Environmental Protection Agency, when procuring $10,000 or more per year.

B. To the extent practicable and economically feasible, a competitive preference shall be given for products and services that conserve natural resources and protect the environment and are energy efficient.

RR-13 CLEAN WATER AND CLEAN AIR REQUIREMENTS*
A. Applicability
This Article applies to all federally funded contracts over $100,000.

B. CLEAN WATER REQUIREMENTS
Contractor shall comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq., and all applicable clean water standards of the State of California and any state or local agency having jurisdiction. Contractor shall report each violation to Metro. Metro will, in turn, report each violation as required to FTA and the appropriate EPA Regional Office, and all other agencies having jurisdiction.

C. CLEAN AIR
Contractor shall comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. and all applicable Clean Air Standards of the State of California or any state or local agency having jurisdiction. Contractor shall report each violation to Metro. Metro will, in turn, report each violation as required to FTA, the appropriate EPA Regional Office and all other agencies having jurisdiction.

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RR-14 COMPLIANCE WITH FEDERAL LOBBYING POLICY *
A. Applicability
The following Article applies to federally funded contracts over $100,000.

B. The Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, requires that Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR Part 20, attached hereto as the certification entitled, "Certification of Compliance with Federal Lobbying Requirements." As set forth in the certifications, each tier of subcontractors shall certify to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352. Such disclosures shall be forwarded from tier to tier up to Metro.

RR-15 BUY AMERICA *
A. Applicability
The following Article applies to federally funded rolling stock purchase and construction contracts over $100,000 and to contracts over $100,000 for materials & supplies for steel, iron, or manufactured products.

B. Contractor shall comply with 49 U.S.C. 5323(j) and 49 CFR Part 661, which provide that Federal funds may not be obligated unless steel, iron, and manufactured products used in FTA-funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver.

Metro may investigate Contractor's, any Subcontractor's, and any Supplier's compliance with this Article. If an investigation is initiated, Contractor, Subcontractor, or Supplier shall document its compliance, in accordance with 49 CFR 661.15, and cooperate with the investigation. Contractor shall incorporate the Buy America conditions set forth in this Article in every subcontract or purchase order and shall enforce such conditions.

RR-16 CARGO PREFERENCE*
A. Applicability
The following Article applies to federally funded contracts involving equipment, materials, or commodities which may be transported by ocean vessels
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B. USE OF UNITED STATES FLAG VESSELS
Contractor shall use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to this Contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels
Contractor shall furnish within 20 working days following the date of loading for shipments originating within the United States or within 30 working days following the date of leading for shipments originating outside the United States, a legible copy of a rated, "on-board" commercial ocean bill-of -lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the Metro (through Contractor in the case of a subcontractor's bill-of-lading.)
Contractor shall include these requirements in all subcontracts issued pursuant to this Contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel.

RR-17 FLY AMERICA
A. Applicability
This Article applies to federally funded contracts if the contract or subcontracts may involve the international transportation of goods, equipment, or personnel by air.

B. Contractor agrees to comply with 49 U.S.C. 40118 (the “Fly America” Act) in accordance with the General Services Administration’s regulations at 41 CFR Part 301-10, which provide that recipients and subrecipients of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S Government-financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. Contractor shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. Contractor agrees to include the requirements of this section in all subcontracts that may involve international air transportation.

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RR-18 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT *
A. Applicability
This Article applies to federally funded construction contracts over $100,000 (including ferry vessels), rolling stock purchases over $100,000 and to operations/management contracts over $100,000 (except transportation services)
B. Pursuant to the Labor Standards Provisions Applicable to Non-construction Contracts subject to the Federal Contract Work Hours and Safety Standards Act, 40 U.S.C.A. § 327 through 332 as implemented by U.S. Department of Labor regulations, 29 CFR 5.5 (b) and (c) Contractor and Subcontractor’s contracting for any part of the Contract work shall comply with the following:

1. Overtime requirements – Neither Contractor nor any Subcontractor contracting for any part of the Contract work that requires or involves the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.

2. Violation; liability for unpaid wages; liquidated damages – In the event of any violation of the Article set forth in paragraph 1 of this Section Contractor and any Subcontractor responsible therefore shall be liable for the unpaid wages. In addition, Contractor and Subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the Article set forth in paragraph 1 of this Section, in the sum of ten dollars ($10) for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the Article set forth in paragraph 1 of this Section.

3. Withholding for unpaid wages and liquidated damages – Metro shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any monies payable on account of work performed by Contractor or Subcontractor under the Contract or any other Federal contract with Contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by Contractor, such sums as may be determined to be necessary to satisfy any liabilities of Contractor or Subcontractor for unpaid wages and liquidated damages as provided in the Article set forth in paragraph 2 of this Section.

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4. Subcontracts – Contractor or Subcontractor shall insert in any Subcontracts the Articles set forth in this Section and also a Article requiring the Subcontractors to include these Articles in any lower tier Subcontracts. Contractor shall be responsible for compliance by any Subcontractor or lower tier Subcontractor with the Articles set forth in this Section.

5. Payrolls and basic records – The records to be maintained hereinabove shall be made available by Contractor or Subcontractor for inspection, copying, or transcription by Metro and U.S. Dept. of Labor. Contractor and Subcontractor shall maintain payrolls and basic records during the course of the work and shall preserve them for a period of three (3) years from the completion of the Contract for all laborers and mechanics, including guards and watchmen, working on the Contract. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made and actual wages paid.

RR-19 SEISMIC SAFETY
A. Applicability
This Article applies to federally funded Architect & Engineer contracts for the design of new buildings or additions to existing buildings and to contracts for the construction of new buildings or additions to existing buildings.

B. Any new building or addition to an existing building shall be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation Seismic Safety Regulations 49 CFR Part 41 and Contractor shall certify to compliance to the extent required by the regulation.

Contractor shall ensure that all work performed under this Contract, including work performed by a Subcontractor, is in compliance with the standards required by the Seismic Safety Regulations and the certification of compliance issued on the project.

RR-20 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 elderly persons and persons with disabilities have the same right as other persons to use mass transportation service and facilities, and that METRO 17-113CO
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special efforts shall be made in planning and designing those services and facilities to implement that policy;

2. All applicable requirements of section 504 of the Rehabilitation Act of 1973, as amended, 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 et seq., which requires that accessible facilities and services be made available to persons with disabilities, including any subsequent amendments to that Act;

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

5. All applicable requirements of the following regulations and any subsequent amendments 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 Programs and Activities Receiving or Benefiting from Federal Financial Assistance," 49 C.F.R. Part 27;
(3) Joint U.S. Architectural and Transportation Barriers Compliance Board (U.S. ATBCB)/U.S. DOT regulations, "Americans With Disabilities (ADA) Accessibility Specifications for Transportation Vehicles," 36 C.F.R. Part 1192 and 49 C.F.R. Part 38;
(4) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability in State and Local Government Services," 28 C.F.R. Part 35; (5) U.S. DOJ regulations, "Nondiscrimination on the Basis of Disability by Public Accommodations and in Commercial Facilities," 28 C.F.R.

Part 36;
(6) U.S. General Services Administration (U.S. GSA) regulations, "Accommodations for the Physically Handicapped," 41 C.F.R.

Subpart 101-19;
(7) 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;
(8) U.S. Federal Communications Commission regulations, "Telecommunications Relay Services and Related Customer Premises Equipment for the Hearing and Speech Disabled," 47 C.F.R. Part 64, Subpart F; and
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(9) U.S. ATBCB regulations, "Electronic and Information Technology Accessibility Standards," 36 C.F.R. Part 1194; and
(10) FTA regulations, "Transportation for Elderly and Handicapped Persons," 49 C.F.R. Part 609;
(11) Any implementing requirements FTA may issue.

RR-21 ALCOHOL AND DRUG-FREE WORKPLACE PROGRAM *
A. Applicability
This Article applies to federally funded contracts for transit operations.

B. FTA Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations Regulations
Contractor and its Subcontractors shall comply with the FTA anti-drug and alcohol misuse regulations (49 CFR Part 655) and the U.S. Department of Transportation (DOT) Procedures for Transportation Workplace Drug and Alcohol Testing Programs (49 CFR Part 40) to the full extent that they are, by their terms, applicable to Contractor and its Subcontractors. The regulations apply to all “contractors” that have “covered employees” that perform “safety sensitive functions” as those terms are defined in the regulations.

C. Certificate of Compliance
The CERTIFICATE OF COMPLIANCE WITH 49 CFR PARTS 655,

PREVENTION OF ALCOHOL MISUSE AND PROHIBITED DRUG USE IN TRANSIT, submitted by Contractor 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 CFR Part 655, Contractor, and its Subcontractors (as applicable), shall implement all programs required under the regulations, including without limitation, a Drug and Alcohol Testing Program and an anti-drug use and alcohol misuse program, in full compliance with the regulations.

E. Alcohol and Drug Free Workplace Program
In addition to the above, for Work performed on Metro property, Contractor shall provide an Alcohol and Drug-free Workplace Program in accordance with FTA requirements found at http://transit-
safety.volpe.dot.gov/Safety/DATesting.asp.

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RR-22 TRANSIT EMPLOYEE PROTECTIVE ARRANGEMENTS *
A. Applicability
Subject to the limitations in Sections B, C and D, this Article applies if this Contract involves transit operations to be performed by employees of a Contractor recognized by FTA to be a transit operator, and if FTA has determined that it is financed in whole or in part with Federal assistance.

B. General Transit Employee Protective Requirements
If FTA has determined that this Contract involves transit operations financed in whole or in part with Federal assistance (other than Federal assistance authorized by 49 U.S.C. § 5310(a)(2) or 49 U.S.C. § 5311), and if the U.S.

Secretary of Transportation has determined that the employee protective requirements of 49 U.S.C. § 5333(b) are necessary or appropriate for Metro under this Contract, then Contractor shall perform the transit operations work under the Contract in compliance with terms and conditions, (a) determined by the U.S. Secretary of Labor to meet the employee protective requirements of 49 U.S.C. A 5333(b), and U.S. Department of Labor (“U. S. DOL”) guidelines at 29 C.F.R. Part 215, and any amendments thereto, and (b) stated in a U. S. DOL letter of certification to FTA, the date of which is set forth in the applicable Grant Agreement or Cooperative Agreement with Metro, and which is incorporated in the Form of Contract as a Contract Document entitled “U. S. DOL Certification”.

C. Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. § 5310(a)(2) for Elderly Individuals and Individuals with Disabilities
If FTA has determined that this Contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5310(a)(2), and if the U.S. Secretary of Transportation has determined or determines in the future that the employee protective requirements of 49 U.S.C. § 5333(b) are necessary or appropriate for Metro under the Contract, Contractor shall perform the Work in compliance with the terms and conditions determined, (a) by the U.S. Secretary of Labor to meet the requirements of 49 U.S.C. § 5333(b), U.S. DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto, and (b) stated in the U.S. DOL's letter of certification to FTA, the date of which is set forth in the applicable Grant Agreement or Cooperative Agreement with Metro, and which is incorporated in the Form of Contract as a Contract Document entitled “U. S. DOL Certification”.

D. Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C. § 5311 in Nonurbanized Areas
If FTA has determined that this Contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. § 5311, Contractor shall comply with the terms and conditions of the Special Warranty for the Nonurbanized Area Program agreed to by the U.S. Secretaries of METRO 17-113CO
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Transportation and Labor, dated May 31, 1979, and the procedures implemented by U.S. DOL or any revision thereto.

E. Indemnity
Contractor shall defend, indemnify and hold harmless Metro, and its Board Members, employees and agents from and against all liability, claims, demands actions, costs, judgments, penalties, damages, losses and expenses arising out of or in connection with Contractor’s failure to comply with or failure to carry out its responsibilities under all applicable provisions of Sections B, C and D of this Article.

RR-23 CHARTER SERVICE OPERATIONS
A. Applicability
This Article applies to federally funded Operational Service Contracts.

B. Contractor shall comply with 49 U.S.C. 5323(d) and 49 CFR Part 604, which provides that recipients and subrecipients of FTA assistance are prohibited from providing charter service using federally funded equipment or facilities if there is at least one private charter operator willing and able to provide the service, except under one of the exceptions at 49 CFR 604.9. Any charter service provided under one of the exceptions must be "incidental," i.e., it must not interfere with or detract from the provision of mass transportation.

RR-24 SCHOOL BUS REQUIREMENTS
A. Applicability
This Article applies to federally funded Operational Service Contracts B. Pursuant to 69 U.S.C. 5323(f) and 49 CFR Part 605, recipients and subrecipients of FTA assistance may not engage in school bus operations exclusively for the transportation of students and school personnel in competition with private school bus operators unless qualified under specified exemptions. When operating exclusive school bus service under an allowable exemption, recipients and subrecipients may not use federally funded equipment, vehicles, or facilities.

RR-25 FEDERAL PATENT AND DATA RIGHTS*
A. Applicability
This Article applies to each contract involving experimental, developmental or research work and for which the purpose of the FTA grant is to finance the development of a product or information.

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B. Subject Data
The term "Subject Data" used in this Article means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under the Contract. The term includes graphic or pictorial delineation in media such as drawings or photographs; text in specifications or related performance or design-type documents; machine forms such as punched cards, magnetic tape, or computer memory printouts; and information retained in computer memory. Examples include, but are not limited to:
computer software, engineering drawings and associated lists, specifications, standards, process sheets, manuals, technical reports, catalog item identifications, and related information. The term "Subject Data" does not include financial reports, cost analyses, and similar information incidental to contract administration.

C. Restrictions on Subject Data
The following restrictions apply to all Subject Data first produced in the performance of the Contract:

1. Except for its own internal use, metro or Contractor may not publish or reproduce Subject Data in whole or in part, or in any manner or form, nor may metro or Contractor authorize others to do so, without the written consent of the Federal Government, until such time as the Federal Government may have either released or approved the release of such data to the public; this restriction on publication, however, does not apply to any contract with an academic institution.

2. In accordance with 49 C.F.R. § 18.34 and 49 C.F.R. § 19.36, the Federal Government reserves a royalty-free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for "Federal Government purposes," any Subject Data or copyright described in subparagraphs C.2(a) and C.2(b) of this Paragraph C.2. As used in the previous sentence, "for Federal Government purposes," means use only for the direct purposes of the Federal Government.

Without the copyright owner's consent, the Federal Government may not extend its Federal license to any other party.
(a) Any Subject Data developed under the Contract, whether or not a copyright has been obtained; and
(b) Any rights of copyright purchased by metro or Contractor using Federal assistance in whole or in part provided by FTA.

3. When FTA awards Federal assistance for experimental, developmental, or research work, it is FTA's general intention to increase transportation knowledge available to the public, rather than to restrict the benefits resulting from the work to participants in that work. Therefore, unless FTA determines otherwise, Metro and Contractor performing experimental, developmental, or research work required by the Contract shall permit FTA to make available to the public, either FTA's license in the copyright METRO 17-113CO
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to any Subject Data developed in the course of the Contract, or a copy of the Subject Data first produced under the Contract for which a copyright has not been obtained. If the experimental, developmental, or research work, which is the subject of the Contract, is not completed for any reason whatsoever, all data developed under the Contract shall become Subject Data and shall be delivered as the Federal Government may direct. This Paragraph C.3 shall not apply to adaptations of automatic data processing equipment or programs for Metro’s or Contractor's use whose costs are financed in whole or in part with Federal assistance provided by FTA for transportation capital projects.

4. Unless prohibited by state law, upon request by the Federal Government, Metro and Contractor shall indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by Metro or Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under the Contract. Neither Metro nor Contractor shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee, official, or agent of the Federal Government

5. Nothing contained in this Article shall imply a license to the Federal Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent.

6. Data developed by Metro or Contractor and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by the Contract is exempt from the requirements of Paragraphs 2, 3, and 4 of this Article, provided that Metro or Contractor identifies that data in writing at the time of delivery of the Contract Work.

D. Patent Rights
If any invention, improvement, or discovery is conceived or first actually reduced to practice in the course of or under the Contract, and that invention, improvement, or discovery is patentable under the laws of the United States of America or any foreign country, Metro and Contractor shall take actions necessary to provide immediate notice and a detailed report to the party at a higher tier until FTA is ultimately notified.

E. Provision of Rights in Invention to Federal Government Unless the Federal Government later makes a contrary determination in writing, irrespective of Contractor's status (a large business, small business, state government or state instrumentality, local government, nonprofit organization, institution of higher education, individual), Metro and Contractor shall take the necessary actions to provide, through FTA, those rights in that METRO 17-113CO
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invention due the Federal Government as described in U.S. Department of Commerce regulations, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," 37 C.F.R. Part 401.

RR-26 PUBLIC WORKS CONTRACT REGISTRATION LAW
This Contract is subject to the provision of California Law regarding Public Works, including, but not limited to California Labor Code. Among other things, the Legislature has established a public works contractor registration program to replace prior Compliance Monitoring Unit (CMU) and Labor Compliance Program (LCP) requirements for bond-funded and other specified public works projects.

Contractors seeking to perform work on Metro’s state/local and federally funded public works contracts are now subject to registration requirements in order to bid or perform work on state and local public works projects (as defined under the Labor Code).

Contractors must meet a set of minimum qualifications to be registered as eligible to bid and work on state and local public works projects. Those qualifications are currently:
 Must have workers’ compensation coverage for any employees and only use subcontractors who are registered public works contractors.  Must have Contractors State License Board license if applicable to trade.  Must have no delinquent unpaid wage or penalty assessments owed to any employee or enforcement agency.
 Must not be under federal or state debarment.
 Must not be in prior violation of this registration requirement once it becomes effective. However, for the first violation in a 12 month period, a contractor may still qualify for registration by paying an additional penalty (See L.C. Section 1725.5 for current requirements).

Metro shall not accept any bid nor award any contract without proof of the contractor’s and subcontractor’s current registration.

The California Department of Industrial Relations (DIR) will post a list of registered contractors and subcontractors on its website so that awarding bodies and contractors will be able to comply with requirements to only use registered contractors and subcontractors.

This Contract is subject to compliance monitoring and enforcement by the DIR.

Contractors and subcontractors on all public works projects will be required to submit electronic certified payroll records (CPRs) to the Labor Commissioner METRO 17-113CO
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unless excused from this requirement. Contractor and subcontractors are still required to submit CPRs directly to Metro, as well.

Prime contractors will be required to ensure that their subcontractors subject to this requirement are properly registered with the DIR.

RR-27 COMPLIANCE WITH CALIFORNIA HEALTH AND SAFETY CODE (HSC) §25250.51
a. Applicability
This article applies to all contracts containing motor vehicle brake friction materials as listed in the sections in this regulatory requirement. b. Contractor shall comply with California SB 346 adding §25250.51 to the California Health & Safety Code as follows:

1. On or after January 1, 2014, any motor vehicle brake friction materials containing any of the following constituents in an amount that exceeds the following concentrations shall not be sold in this state:
i.Cadmium and its compounds: 0.01% by weight;
ii.Chromium (VI)- salts: 0.1% by weight;
iii.Lead and its compounds: 0.1% by weight;
iv.Mercury and its compounds: 0.1% by weight; and
v.Asbestiform fibers: 0.1% by weight

2. The brake constituents shall not contain any Lead or Asbestos.

END OF REGULATORY REQUIREMENTS
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SPECIAL PROVISIONS
All Articles, Subarticles, or portions of the Contract noted by a asterisk (*) shall be included in all Subcontracts of any tier.

SP-01 DEFINITIONS
The following are definitions of special terms used in this Contract.

Auxiliary Power System Provides single or three phase power for functions other than propulsion.

Bus or Buses The entire Vehicle and all Units and parts thereof and shall include Base Order Vehicles and Option Vehicles .

Also referred to as Equipment in the General Conditions.

Bus Fleet Buses delivered and accepted of a like type, size and configuration are considered to be a Bus Fleet. For
purposes of fleet defect and warranty claims a bus fleet consists of those buses that have been accepted and
entered into service at the time of fleet defect or warranty claim notification and does not include incomplete or
unfinished buses.

Business days Monday through Friday excluding LACMTA holidays. As of 1/1/10, LACMTA holidays are New Year’s Day,
Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas Day.

Charging/Fueling System Any charging or fueling system or sub-system required to fuel or recharge the vehicle batteries whether installed or onboard the vehicle or installed at MTA facility.

CNG Compressed natural gas. Mixtures of hydrocarbon gases and vapors consisting principality of methane in gaseous form that has been compressed for use as a vehicle fuel.

Configuration and
Performance Approval
A determination by LACMTA, as described in the Section
entitled CONFIGURATION AND PERFORMANCE
APPROVAL, that the Pilot Vehicle Delivered and
tendered for Acceptance conform to the Specification and has been Accepted by LACMTA.

Defect Patent or latent flaw, in the design, material or workmanship of the Vehicle, or any Unit or part thereof, which causes a malfunction or failure, or Contractor’s
failure to meet the specifications and/or General Technical Requirements of this Contract that causes a Vehicle, or any Unit or part thereof to cease operating or causes it to operate in a degraded mode. The term Defect also refers to the failure that is caused by the Defect, and is
sometimes also referred to as a Failure. See also
Deficiency in the General Conditions.

Delivery, Delivering, or
Delivered
Presentation of a Vehicle to LACMTA at the LACMTA
Support Service Center for the purposes of inspection
First Article Inspection or
"FAI"
Inspection by LACMTA of a Vehicle, Unit, system,
subsystem, component to ascertain Contractor’s
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engineering and manufacturing compliance with the
Technical Specifications and drawings, or part.

First Article Vehicle (FAV) Designation for one of the first ten (10) Vehicles produced on the production line. The First Article may be used as a reference point for resolving contractual issues between the Manufacturer and LACMTA.

Labor Rate LACMTA’s current straight time wage scale for a Warrant Equipment Mechanic (WEM) or an A Mechanic including
fringe benefits and overhead calculated at 80% of the
hourly rate. As of July 2016, the rate for an A Mechanic is $60.77 per hr. Labor Rate adjusts each six months and
the Contractor will pay the adjusted Labor Rate.

Liens Any and every lien of any kind whatsoever against the Work, any monies due or to become due from LACMTA to
Contractor, and/or any other property of LACMTA, for or on account of the Work, including any Public Lien.

Low Voltage Generation
and Distribution
Provides 12 or 24 volt DC to properly charge and maintain the charge on low voltage batteries as well as provide
power for a variety of bus systems including; lighting, multiplex and other control modules.

Major Systems The engine, transmission, steering and axles, brakes, HVAC equipment, door systems including wheelchair
ramp, lighting, electrical, Vehicle body, destination sign and air system.

Notice of Acceptance Notice given by LACMTA to the Contractor that a Vehicle, including a Pilot Base or Option Vehicle, has passed all required tests and is being accepted by LACMTA into
revenue service.

Notice of Exercise of
Options
The Notice to the Contractor from LACMTA that LACMTA
is exercising its option to purchase additional Vehicles under the provisions defined in the Section entitled Option Vehicles.

Operational Life The intended engineered/design lifespan of equipment.

Original Equipment
Manufacturer (OEM)
The manufacturer of the original equipment on a Vehicle or in any Unit or Part thereof. An OEM Standard is a
standard, requirement, or recommendation of the OEM
which shall apply to all similar equipment not
manufactured by the OEM.

Pilot Vehicle Vehicle manufactured following issuance of the Notice to Proceed, which after acceptance by LACMTA pursuant to
the Section entitled, “PILOT VEHICLE” becomes the
standard for production Vehicles that follow.

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Propulsion Power
Assembly (PPA) - CNG
The Propulsion Power Assembly shall include but not be
limited to the following:
a) Engine cradle (if applicable)
b) Engine
c) Transmission
d) Turbocharger
e) Electric Cooling System
f) Power Generator (for HVAC and Electric
Accessories
g) Starter
h) Heat Exchanger (transmission and engine)
i) Oil filters (bypass filter if used)
j) Muffler / Catalyst unit
k) Any other component not mentioned above but
required for the satisfactory and legal operation of
the engine.

Primary Propulsion Unit
(PPU) - ZEB
The Primary Power Unit shall include but not be limited to the following:
a) Traction Motor
b) Transmission/Gearbox
c) Radiator
d) Electric System Controller
e) A/C Compressor
f) Charging Systems (Low/High Voltage)
g) Cooling Systems
h) Oil filter (bypass filter if used)
i) Air Compressor
j) Auxiliary Inverter
Any other component not mentioned above but required
for the satisfactory and legal operation of the Bus.

Preventive Maintenance
Program
Preventive maintenance program as referenced
throughout this specification with the abbreviation “PMP”.

Project Manager LACMTA’s Authorized Representative designated to manage the project (except LACMTA’s Authorized
Representative for Contract administration), and includes the Project Manager’s duly authorized representative and any successor or successors duly appointed or any
deputy or substitute who shall be appointed as an
Authorized Representative by LACMTA, provided
Contractor shall have received Notice of such designation or appointment.

Related Defect Damage inflicted on a Vehicle or any Unit, part, component or subsystem as a direct result of a Defect.

Subcontractor An individual or organization that enters into a Contract to furnish materials, labor and services or any combination thereof in connection with the Work directly for or in behalf of the Contractor and whether or not in privity of Contract with the Contractor or another Subcontractor of any tier.

Supplier Any manufacturer, company, or agency, providing Units, components, subassemblies or parts for inclusion in the LACMTA 17-113CO
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Vehicle (supplier items shall require qualifications by type and acceptance tests in accordance with requirements
defined in the Quality Assurance Section).

Traction Motor(s) Any motor drive system(s) whether axle or chassis mounted.

Unit A term sometimes used to either individually or collectively to refer to a system, subsystem, component, assembly,
subassembly or part of a Vehicle. Where applicable, the specific terms Vehicle, system, subsystem, and part may be used to describe specific Units of the Vehicle. See
also Lowest Level Replaceable Unit defined in Warranty
Requirements.

Vehicle Another term for the entire Bus and all Units and parts thereof and shall include Base Order Vehicles and Option Vehicles. Also referred to as Equipment in the General
Conditions.

Working Drawings or
Drawings
All drawings necessary or required for the prosecution of the Work
Work Program A Work Program includes specific repair procedures and/or work instructions, and a schedule for completion of such repairs (e.g. Fleet Defects).

SP-02 DBE PARTICIPATION
The Contractor must have at all times an approved or not disapproved, Disadvantaged Business Enterprise (DBE) program on file as a Transit Vehicle Manufacturer (TVM) with U.S. Department of Transportation, Federal Transit Administration (FTA).

Prior to award of any Contract, the Contractor will be required to furnish and complete the certification of compliance with the provisions of 49 CFR Part 26 (Exhibit “C” DBE CERTIFICATION).

SP-03 ORGANIZATIONAL CONFLICTS OF INTEREST*
This Contract is subject to the restrictions against organizational conflicts of interest promulgated by the Federal Transit Administration in FTA Circular 4220.1F dated November 1, 2008 or successor circulars. Contractor and its Subcontractors shall at all times comply with such restriction in connection with the Services it provides to and on behalf of LACMTA. Without limiting the generality of the foregoing, Contractor shall not provide Services to LACMTA, under this Contract, which would constitute or create an organizational conflict of interest, including but not limited to any of the following that could result in a lack of impartiality or impaired objectivity, unequal access to information, and biased ground rules, for this Contract or any other contract for LACMTA:

A. Influenced Specifications or Statement of Work
The Contractor's prior work product, whether it is performed on behalf of LACMTA or another public or private entity, has been relied upon in LACMTA 17-113CO
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establishing, or significantly influenced, the specifications or Statement of Services under this Contract.

B. Opportunity to Create Contracting Opportunities
The Contractor's prior work product, whether it is performed on behalf of LACMTA or another public or private entity, afforded an opportunity for the Contractor to make or influence findings with respect to this Contract.

C. Evaluation of Prior Work Product
The Contractor would be in position to evaluate its own prior work product as part of this Contract, whether the prior work product is performed on behalf of LACMTA or another public or private entity; or as part of this Contract the Contractor would be in a position to assess its prior work product whether or not it was performed on behalf of LACMTA or another public or private entity.

D. Access to Information
The Contractor received confidential or other information as part of the services performed for LACMTA or another public or private entity which provides the Contractor with an unfair competitive advantage to obtain this Contract or another contract with LACMTA.

SP-04 NOTICES AND SERVICE THEREOF*
A. Any Notice legally required to be given by one party to another under the Contract, including but not limited to those regarding interpretation of the Contract or changes thereto, shall be in writing and dated. The Notice shall be signed by the party giving such Notice or by a duly authorized representative of such party.

B. Notices shall not be effective for any purpose whatever unless enclosed in a sealed envelope and transmitted by registered mail or any certifiable delivery service addressed to:

Los Angeles County Metropolitan Transportation Authority One Gateway Plaza
Los Angeles, CA 90012-2952
Attention: Hernandez, Elizabeth
Contract No.: OP28367-000
C. All Notices to the Contractor will be enclosed in a sealed envelope and transmitted by personal delivery to the Contractor or its authorized representative or by registered mail or any certifiable delivery service addressed as follows:

ELDORADO NATIONAL (CALIFORNIA), INC.
9670 Galena Street
Riverside, CA 92509
Attention: Richard Himes, Contract Administration Manager D. Any Notice of changes of address shall be given according to the provisions of this Special Provision.

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SP-05 APPROVED SUBCONTRACTORS
Subcontractor Services Performed DBE/
MBE/
WBE
Six Robblees, Inc. Alcoa Wheels
Agility Fuel Systems CNG Fuel Storage System
Akzo Nobel Coatings, Inc. Sikkens Exterior Paint
Amerex Methane Gas Detection System
BAE Systems High Voltage Belt-Driven
Generator
Berendsen Fluid Power, Inc. Electric Power Steering
Cummins, Inc. CNG Engine
Dura Automotive Systems Side Windows
Engineered Machine Products
(EMP)
Electric Cooling Fan
Firestone Industrial Products Air Springs
Freedman Passenger Seats
Hanover Displays
Destination Signs and Interior
Information Signs
Harris Battery Odyssey Batteries
I/O Controls Multiplex, Event Data Logger,
LED Interior Lighting, LED low
beam headlights
Lift-U, Divison of Hogan Mfg, Inc. Wheelchair Ramp
Lucerix International Corp Exterior Mirrors
Meritor Axles
Mobile Climate Control Electric HVAC
PowerEx Electric Air Compressor
SafeFleet/Specialty
Manufacturing, Inc.

Bumpers
Sportworks Northwest, Inc. Bike Rack
UTC Fire & Security Americas
Corporation, Inc - A subsidary of
United Technologies Corp (UTX)
MobileView Camera System
Valley Power Systems, Inc. Allison Transmission
Vanner Equalizer
Ventura Systems Electric Passenger Doors
SP-06 PILOT VEHICLE
The Contractor shall produce one Pilot Vehicle. This Vehicle shall be one of the ultimate quantity of the Vehicle order. The Pilot Vehicle shall demonstrate that the Vehicles fully meet all requirements of the Contract.

The Pilot Vehicle shall be produced and delivered to LACMTA for a minimum of ninety (90) days prior to the initiation of any production activities for the remaining vehicles unless otherwise authorized in writing by LACMTA. In LACMTA 17-113CO
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the event that non-compliance is identified, LACMTA shall to the extent practicable notify the Contractor of said non-compliance. No later than the end of the ninety-day period, LACMTA shall issue a written report to the Contractor that advises the Contractor of any non-compliance issues and/or any proposed Modifications or changes required on the remaining Vehicles.

Contractor shall perform the necessary corrective actions to address the non-compliance issues prior to acceptance of the Pilot Vehicle. Upon LACMTA’s acceptance of the Pilot Vehicle, a Notice to Proceed shall be issued for Contractor to proceed with the manufacturing of the production vehicles.

In the event that the Pilot Vehicle does not initially comply with all performance criteria contained in the Technical Specifications, LACMTA shall have the right to retain a portion of any Milestone Payment that may have been established for the Pilot Vehicle. The amount to be withheld shall be based on the lack of compliance and may equal up to the entire Milestone Payment amount for the Pilot Vehicle. This amount shall be withheld until compliance is demonstrated. In the event that the compliance is subsequently determined to be impossible to achieve, LACMTA may require all or a portion of the Milestone Payment for the Pilot Vehicle to be forfeited as a penalty for the non-compliance. The amount of the penalty shall be negotiated by the parties.

SP-07 CONFIGURATION AND PERFORMANCE APPROVAL
In order to assess the Contractor’s compliance with the Technical Specifications, LACMTA and the Contractor shall jointly conduct a Configuration and Performance review of the Pilot Vehicle. In addition to the items listed below, the Pilot Vehicle review shall include any items identified for review during the Pre-Production Meeting (see SP-20 Pre-Production Meetings)
LACMTA, as a part of the Configuration and Performance Approval process, may permit certifications to be submitted in lieu of performance based on physical testing (see the Technical Contract Deliverables, in the Technical Specification TS 88.3).

At a minimum, the following dimensional/performance tests shall be included in the Configuration and Performance Approval:
a. Complete electrical system audit.
b. Dimensional requirements audit
c. Seating capacity
d. Water Test
e. Water runoff test
f. Function test of systems/subsystems and components
g. Sound / noise level tests
h. Vehicle top speed
i. Acceleration tests
j. Brake stop tests
k. Airflow tests
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l. PA function tests
m. Air/brake system audit
n. Individual axle weight
o. Standee capacity
p. Body deflection tests
q. Silent alarm function test
r. Interior lighting
s. Exterior lighting
t. Gradability test
u. Kneeling system function
v. HVAC pull down/heat
w. Speedometer
x. Outside air infiltration (smoke)
y. Wheelchair Ramps
Engine performance qualification – this test shall be jointly conducted by Contractor and engine manufacturer (including but not limited to: charge air cooler performance, air to boil test, loss of coolant, fuel system electrical inputs, engine protection system).

Transmission performance qualifications- this test shall be jointly conducted by Contractor and transmission manufacturer (including, but not limited to:
retarder operation, heat exchanger, interface with ABS, electrical inputs).

SP-08 FIRST ARTICLE/PRE-DELIVERY TESTS AND INSPECTION
The purpose of a first article inspection is to confirm that any components, systems, subsystems, major assemblies, subassemblies, products, parts, apparatuses, articles and other materials comply with the Technical Specifications and other Contract documents.

LACMTA reserves the right to conduct a First Article Inspection (FAI) on one of the first ten (10) Vehicles (or LACMTA’S first order of vehicles) at the Contractor’s plant to verify that the Vehicle complies with the terms of this Contract including any changes agreed to during the Pilot Bus acceptance.

Vehicles will not be released for delivery to LACMTA pending LACMTA’s completion and approval of the First Article Vehicle. At LACMTA’s sole option, LACMTA may conduct an FAI on each lot of the base order and on any subsequent Option order. If an FAI is required for an Option order, the selected Vehicle may be required to successfully pass all performance tests as required in the Technical Specification.

The Contractor’s pre-delivery tests and inspections of all Vehicles shall be performed at or near the Contractor’s plant; they shall be performed in accordance with the procedures defined in Quality Assurance Provisions, and they may be witnessed by the Resident Inspector and/or LACMTA Project Staff (as designated by the Contracting Officer). When the Vehicle passes the pre-delivery tests and inspections, the Resident Inspector shall authorize the Contractor to Deliver the Vehicles to LACMTA’s designated point of delivery.

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If the Contractor is delayed in Delivering Vehicles as a result of failure to pass the FAI, the delay shall be the responsibility of the Contractor and shall not be an excusable delay.

SP-09 VEHICLE DELIVERY SCHEDULE
The Vehicles shall be delivered at a rate not to exceed 10 Vehicles per week, Monday through Friday. Hours of delivery shall be 6:00 a.m. through 2:00 p.m. LACMTA will consider allowing deliveries outside of normal business hours with prior approval and on a case-by-case basis.

During the Pre-Award Site Visit, the Contractor shall provide its production schedule and/or other material to LACMTA for the purpose of verifying available production capacity to comply with the above stated schedule.

SP-10 LIQUIDATED DAMAGES
It is mutually understood and agreed by and between the parties to the Contract that time is of the essence with respect to the completion of the Work and that in case of any failure on the part of the Contractor to deliver the buses within the time specified in SP-09 Vehicle Delivery Schedule, except for any excusable delays as provided in “Excusable Delays/Force Majeure” or any extension thereof, the LACMTA will be damaged thereby.

If Contractor does not deliver all of the Vehicles ordered by LACMTA under this Contract in a condition to be accepted by LACMTA within the time limit set forth in the Contract, damages will be sustained by LACMTA. It is, and will be, impracticable to determine the actual damages which LACMTA will sustain in the event of and by the reason of such delays. Therefore, pursuant to Government Code Section 53069.85 the Contractor shall pay LACMTA the sum of $300.00 per Vehicle per day for each calendar day that each Vehicle is delayed beyond the scheduled delivery date set forth in the Contract. Liquidated damages for each Vehicle shall continue until that Vehicle is delivered, subject to extensions granted under the Changes section of this Contract, including changes for Unavoidable Delays. In case liquidated damages are not paid, LACMTA may deduct the amount thereof from any money due or to become due the Contractor under the Contract.

SP-11 ISSUANCE OF THE NOTICE TO PROCEED
LACMTA may issue multiple Notices to Proceed. A Limited Notice to Proceed may be issued following Contract execution to initiate the Pre- Production process and manufacture of the Pilot Vehicle.

All production work performed by Contractor prior to Acceptance of the Pilot Vehicle by LACMTA shall be subject to rework and correction at Contractor’s cost, to correct any Defects discovered during the Pilot Vehicle Acceptance process.

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SP-12 DELIVERY PROCEDURE
Delivery of a Vehicle or Unit shall be complete upon Acceptance in writing by LACMTA’s Project Manager or his designee pursuant to the Section entitled, SP-25 ACCEPTANCE OF VEHICLE. Upon Contractor’s tender of Delivery to a designated point, LACMTA will take possession of the Vehicle or Unit for the purpose of inspection and testing.

Delivery of the Vehicles and Units shall be F.O.B. destination, at the designated point of delivery listed herein. The designated point of delivery shall be LACMTA’s Service Support Center located at: 900 Lyon Street, Los Angeles, CA 90012, or other location designated as such in writing by LACMTA.

SP-13 PERFORMANCE BOND/GUARANTEE
The Contractor shall furnish, at its own expense, a performance guarantee in the form of a cashier’s check, a letter of credit in a form approved by LACMTA before Proposal submission, or a performance bond from a surety duly licensed to do business in the state of California having a financial rating from A.M. Best Company of “A VIII” or better, in the amount of15% of the Contract Price and shall remain in force until said obligations have been fulfilled. A separate Performance Bond shall be required for any Option Vehicles ordered under this Contract.

The bond amount may be reduced as follows for the Base Order and for any Option Orders:

1. To sixty-five (65) percent of the original Bond value when fifty (50) percent of the required number of buses are delivered and accepted;

2. To thirty (30) percent of the original Bond value when seventy-five (75) percent of the required number of buses are delivered and accepted; and

3. To zero (0) percent of the original Bond value when one hundred (100) percent of the required number of buses are delivered and accepted.

In the case that a surety becomes insolvent, its license is revoked or suspended, or in the case of a surety approved on the basis that it is listed as an approved federal surety and such federal approval is revoked or suspended, the Contractor, shall immediately notify LACMTA, and within five (5) days after notice, shall replace with an acceptable and sufficient surety or sureties. LACMTA may suspend payments on the Contract until a properly rated replacement performance bond is delivered by Contractor to LACMTA.

The Contractor shall pay all costs of compliance with this Section. If the Contractor fails to do so, such failure shall be an event of default.

SP-14 MOTOR VEHICLE POLLUTION REQUIREMENTS
The Contractor shall furnish to LACMTA a certification in writing with each Vehicle delivered that:

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 Vehicles will meet Federal and California pollution requirements.  The horsepower of the Vehicle is adequate for the speed, range, and terrain in which it will be required to operate and meet the demands of all auxiliary power equipment.

SP-15 ENGINE EMISSIONS CERTIFICATE
The engine manufacturer shall certify to the lowest NOx level available for the engine being provided. Following the Notice of Intent to Award and prior to the completion of the Pilot Vehicle. the Contractor shall submit to LACMTA a signed copy of an Executive Order from the California Air Resources Board (CARB) which states the level to which the engine emissions are certified.

This letter shall be in sufficient detail to be used by LACMTA to participate in the NOx trading program if said program is still in effect.

Maximum Emission Levels for Transit Fleets following Alternate Fuel Path
Year
Oxides of Nitrogen (NOx )
Grams per brake horsepower-
hour
Particulate Matter (PM)
grams per brake horsepower-
hour
2010 0.2 0.01
2013 0.2 0.01
2016 0.02 0.01
SP-16 DESIGN AND MANUFACTURING RESPONSIBILITY
The Contractor shall be responsible for the design and manufacture of the Vehicles. Any omission from or error in description in this contract, including without limitation the Technical Specifications, or LACMTA’s approval of any Unit, or element of design or construction, of any Vehicle shall not in any way relieve the Contractor of responsibility for the adequacy of the design, manufacture or performance of a Vehicle. The Vehicle shall be fit for its intended purpose and use. The provision of any drawings, Technical Specifications, or other data by LACMTA shall be solely for the purpose of describing the product which is the subject matter of this Contract, and LACMTA does not thereby assume any responsibility whatsoever for the design or manufacture of any completed Vehicle or any Unit or portion thereof.

Notwithstanding any omission or misdescription from any specification:

A. The Vehicle and any Unit thereof, and its associated equipment, must be of the best engineered design for the service intended and shall include an adequate margin of safety and durability into the design of Vehicle.

B. The Contractor shall design and construct the Vehicles, and select the materials and equipment to obtain the strength and reliability required to achieve the maximum Operational Life for the Vehicles.

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C. The Contractor shall furnish adequate labor, tools and materials, parts and equipment necessary for manufacturing a complete Vehicle in accordance with the Contract.

D. The Contractor shall have full responsibility for supplying all design, manufacturing, materials, parts and equipment required to make the Vehicle complete and ready for service. Unless required by the Technical Specification, fareboxes, radios, and other items that are installed by LACMTA shall not be the responsibility of the Contractor.

SP-17 INTERCHANGEABILITY
All Units delivered under this Contract, whether provided by a Subcontractor or Supplier, or manufactured by the Contractor, shall be duplicates in design, manufacture, and installed to assure Interchangeability among Vehicles in this Contract. This Interchangeability shall extend to the individual Units, components and parts as well as to their locations in the Vehicles. The requirement for interchangeability shall apply to the entire Contract.

For Option Vehicles, LACMTA will consider changes such as product improvements on a case-by-case basis. LACMTA’s basic expectation for any such change is that the new product will perform at least as well if not better than the original. To that end, the Contractor shall be required to obtain and provide an extended warranty at no cost for any proposed change in components. The Contractor shall not be required to retrofit product improvements authorized for an Option Vehicle order to the Base Order. All such changes shall be processed pursuant to the Section entitled, CHANGES. The Contractor shall not modify any Unit approved on the Pilot Vehicles, including any of the listed Units contained on the Technical Submittal that was submitted with the Proposal, except by written Modification.

SP-18 MATERIALS AND WORKMANSHIP RESPONSIBILITY
The Contractor shall be responsible for all materials and workmanship in the manufacture of the Vehicles, any Unit and Parts thereof, whether the same are manufactured by the Contractor or Subcontractor or purchased from a Supplier. This provision excludes LACMTA furnished equipment such as fare boxes and radios if applicable, and/or tires leased or supplied by LACMTA, except to the extent that such equipment is damaged by the failure of any Unit for which the Contractor is responsible, and except to the extent that the damage to such equipment is caused by the Contractor during the manufacture, testing or repair of the Vehicles.

SP-19 SPARE AND REPLACEMENT PARTS
The Contractor guarantees the availability of spare and replacement parts for these Vehicles for a 15-year period (or the operational design life of the vehicle if greater than 15 years) after the date of the Acceptance of the final bus. Spare parts shall be of the latest configuration, interchangeable with the LACMTA 17-113CO
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original components and shall be manufactured in accordance with industry standards and the quality assurance provisions of this Contract. Contractor and its Subcontractors and Suppliers agree to provide LACMTA with all documents necessary to make or manufacture spare parts after the 15 year period.

Contractor shall provide LACMTA Contract Administrator with a detailed list of spare and replacement parts on an excel spreadsheet. Any parts referred to as “sets” or “kits” are unacceptable and must be broken down to the component level on the spreadsheet. LACMTA requires the following information for each spare or replacement part:

1. Item by Item Listing

2. Affected System (i.e. PPA)

3. Quantity Provided

4. Product Name/Description (starting with the appropriate key word, followed by key word modifiers)

5. Major Classifications: Illustrated Parts Catalog Section (IPS) Name

6. Manufacturer’s Name, Address and Telephone Number

7. Manufacturer’s Part Number and Model Number

8. Unit of Measure (each, feet, etc.)

9. Unit Cost

10.Local Distributor (Name, Address, federal ID & Phone Number)

11.Distributor’s Part Number

12.Authorized OEM Rebuild Facility (Name, Address and Phone Number)

13.Confirmation of whether the part is hazardous or not. Include MSDS sheet if hazardous

14.Recommended stocking quantities

15.Alternate Vendor Sources
Contractor Shipment:

LACMTA will assign an internal purchase order number, item code and delivery location for the Contractor to use when creating packing slips for components on the Spare Part Package. The Contractor will provide copies of each packing slip before scheduling a spare parts delivery to LACMTA.

Each pallet or crate, within a shipment, shall have a packing slip that identifies the material inside each pallet or crate. All sequentially numbered packing slips will include:
 LACMTA’s assigned purchase order
 LACMTA’s assigned item code
 Manufacturer’s number
 Illustrated Parts Catalog description
 Quantity delivered and back ordered
SP-20 PRE-PRODUCTION MEETINGS
In order to assess the Contractor’s compliance with the Technical Specifications, LACMTA and the Contractor shall conduct at least one formal LACMTA 17-113CO
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pre-production meeting. At the Pre-Production Meeting(s), Contractor and LACMTA shall jointly develop a configuration and performance review document for review of the Pilot Vehicle (also refer to SP-7 Configuration and Performance Approval). This document shall include appropriate performance standards for each test that is being required and the document shall become part of the official record of the pre-production meeting.

Unless otherwise agreed, one meeting shall be held at LACMTA’s facility. At the first meeting, the Contractor shall make a formal presentation on their Quality Assurance Program for LACMTA’S review and comments.

Contractor shall provide a formal production schedule at this meeting. The parties shall make best efforts to resolve all the issues/questions discussed at the pre-production meeting(s), to the satisfaction of LACMTA’s Project Manager (or designee), within six (6) weeks after the date of the last Pre- Production meeting.

The Contractor shall prepare and issue formal minutes for each meeting no later than two (2) weeks following the meeting. The minutes shall be approved in writing by the representatives of the Contractor and LACMTA.

Discrepancies noted in the minutes are to be reviewed further and every effort is to be made to resolve issues. The Project Manager will issue a written confirmation that all major open issues have been satisfactorily resolved.

SP-21 CONTRACT STATUS REPORTS
Contractor shall provide written, weekly status reports following the initial Pre-Production Meeting (report format to be determined by LACMTA during the Pre-Production Meeting). In addition to weekly status reports, the Contractor is also required to participate in weekly status meetings via teleconference beginning on the date of the Notice to Proceed through the end of the warranty period. LACMTA and Contractor shall attempt to mutually agree on who is to attend all meetings. If agreement cannot be reached, LACMTA may designate the attendees and time of meetings.

SP-22 PRODUCTION CONTINUITY
Contractor production gaps, if necessary, may occur during the production run. Production gaps shall be scheduled and approved in advance with LACMTA on a mutually acceptable schedule. Regardless of the production schedule, LACMTA Vehicle Series numbers, the Vehicle number located on the roof and other areas of the Vehicle, shall be sequential.

At LACMTA’s sole option, LACMTA may conduct a FAI on each lot of the vehicle order or following any production gaps. If an FAI is required for any production gap, the selected Vehicles may be required to successfully pass all performance tests as required in the Technical Specification.

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SP-23 ASSUMPTION OF RISK OF LOSS
LACMTA shall assume risk of loss of the Vehicle upon taking Delivery of the Vehicle for inspection and testing, as described in SP-10, DELIVERY PROCEDURE. Except for the period when LACMTA takes possession of the Vehicle for inspection and testing, the Contractor shall have risk of loss of the Vehicle, including any damages sustained during the delivery operation until the Vehicle is delivered to the LACMTA Support Service Center. If a Vehicle is driven to the location of Delivery, drivers shall keep a maintenance log of the Vehicle in route and it shall be delivered to LACMTA with the Vehicle. If the Vehicle is rejected pursuant to SP-23, NON-ACCEPTANCE OF VEHICLES, and the Vehicle is tendered back to Contractor for any reason, Contractor has the risk of loss upon such tender.

SP-24 CONDITIONAL ACCEPTANCE AND ACCEPTANCE OF

PRODUCTION VEHICLES
Acceptance Testing of the Production Vehicles shall occur in accordance with all testing requirements set forth in SP-07 Configuration and Performance Approval of the Contract, including all submittals, corrective actions and retrofits. LACMTA will notify Contractor in writing of acceptance or rejection of each Bus, and in the case of rejection, the reasons therefore.

If, during Acceptance Testing, LACMTA determines that one or more Buses is suitable for operation in revenue service, but that it is not totally responsive to the Contract requirements, due to only readily correctable minor, non- safety critical discrepancies or open items, LACMTA may, at its discretion, issue a "Notice of Conditional Acceptance". The Notice of Conditional Acceptance shall define the corrective actions necessary to achieve Acceptance Test approval. Such conditionally accepted vehicles shall then be available to LACMTA for temporary use in revenue service to meet LACMTA’s needs. Upon receipt of a Notice of Conditional Acceptance, Contractor shall immediately initiate and execute the necessary corrective action(s) for acceptance of such vehicle(s). Corrective actions shall not exceed 90 days for any Bus that has received a Notice of Conditional Acceptance. Failure to complete the corrective actions defined by the Notice of Conditional Acceptance shall result in LACMTA’s issuance of Notice of Non-Acceptance pursuant to SP-26 Non-Acceptance of Production Vehicle. If a Notice of Non-Acceptance is issued to any Bus that was once Conditionally Accepted, the Bus shall be subject to Liquidated Damages defined in article SP-10.

Vehicles that receive a Notice of Conditional Acceptance shall be eligible for milestone payment, and warranty.

SP-25 ACCEPTANCE OF PRODUCTION VEHICLE
Upon Contractor’s Delivery of the Production Vehicle at a point of delivery, LACMTA shall take possession of the Vehicle and shall perform the inspections and tests described in the Quality Assurance Requirements. If the LACMTA 17-113CO
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Vehicle passes the Acceptance Testing, LACMTA will accept the Vehicle and issue a Notice of Acceptance no later than the fifteenth day after Contractor delivers the Vehicle to the LACMTA Support Service Center. If LACMTA has not issued a Notice of Acceptance or Notice of Conditional Acceptance or Notice of Non-Acceptance, within the 16 th day from Delivery, LACMTA will be deemed to have accepted the Vehicle on the date it places the Vehicle into revenue service.

SP-26 NON-ACCEPTANCE OF PRODUCTION VEHICLE
If the Contractor fails to complete the corrective actions defined by the Notice of Conditional Acceptance or if a Vehicle fails any inspection or test during Acceptance Testing, LACMTA shall provide Contractor with Notice of Non- Acceptance, which shall be effective until Contractor makes the repair or corrects the deficiency at its own cost and LACMTA accepts the Vehicle after retest and inspection.

If a Vehicle is not accepted or is conditionally accepted, the Contractor, or its designated representative shall be responsible for the correction of all deficiencies. The Contractor may request LACMTA to perform limited work related to correction of deficiencies. Such work shall be subject to full reimbursement of LACMTA’s costs by the Contractor. If LACMTA agrees to perform such limited work, it shall remain the sole obligation of the Contractor to correct the deficiencies. LACMTA’s responsibility will be strictly limited to competently performing the limited work designated by the Contractor in accordance with the contractor’s instructions. The Contractor shall warrant all such LACMTA work in the same manner as it warrants its own work.

If a Vehicle is delivered but not accepted because of a deficiency, or the Contractor fails to correct and complete a conditionally accepted Vehicle, the Contractor shall have ten (10) days after LACMTA’s Notice of Non- Acceptance to correct the deficiency. Liquidated Damages shall thereafter be assessed in accordance with Contract Article CP-08, until all deficiencies have been corrected and LACMTA has provided a Notice of Acceptance.

SP-27 REPAIRS BY LACMTA
If a Vehicle is delivered but not accepted by LACMTA, the Contractor may request LACMTA to correct deficiencies or perform repairs. LACMTA will only perform limited work or replace defective parts as instructed by Contractor. It is at LACMTA’s sole discretion whether to agree to make any such corrective action or repairs. If LACMTA elects to perform the repairs the following conditions apply:
1) Parts Used. LACMTA shall make the repairs designated by the Contractor using Contractor specified parts available from LACMTA stock or those supplied by the Contractor specifically for this repair.

LACMTA will provide reports of all repairs covered by this procedure to the Contractor for reimbursement or replacement of parts.

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2) Contractor Supplied Parts. If the Contractor supplies parts for repairs being performed by LACMTA, these parts shall be shipped prepaid to LACMTA from any source selected by the Contractor within fourteen (14) days after receipt of the request for said parts.
3) Return of Defective Parts. The Contractor may request that parts covered by this provision be returned to the manufacturing plant. The total cost for this action shall be paid by the Contractor. 4) Reimbursement for Labor. Contractor shall reimburse LACMTA for labor in accordance with Warranty Requirements SP-38.11.5. 5) Reimbursement for Parts. Contractor shall reimburse LACMTA within 30 days after LACMTA submits a claim to Contractor for LACMTA owned parts that LACMTA used to effect repairs. The Contractor shall reimburse LACMTA using the parts costs provided in the Contractor’s parts catalogue effective at the date of the repair and shall include taxes and a 25% markup for handling costs.

SP-28 OPTIONS
A. Option Vehicles
Contractor hereby grants LACMTA and any permissible assignee pursuant to Subsection B hereof, options (“Options”) to purchase up to 305 additional Vehicles (“Option Vehicles”). The Options shall be valid for a period of five (5) years from the effective date of the Contract.

Options that are exercised shall have a minimum quantity of 150 for CNG and 10 for ZEB Vehicles. There shall be no minimum order quantity for any permissible assignee pursuant to SP-29 ASSIGNMENT OF OPTIONS. Subject to LACMTA’s right to order Modifications pursuant to the Article entitled Modifications in the General Conditions of this Contract, the Option Vehicles shall have the same specifications of the Vehicles purchased under this Contract. Metro may exercise the Options by written Notice to the Contractor (“Notice of Exercise of Option”) at any time on or before five years following the Effective Date of Contract (“Option Date”).

The Price of the Option Vehicles shall be the Unit Price of the base order Vehicles, (“Base Order Price”) adjusted by multiplying the Base Order Price by the following fraction:

Preliminary Index Number on Month Prior to Notice of Exercise of Option Index Number on Effective Date of the Contract
The Index shall be the Producer Price Index for Truck and Bus Bodies, Series No. 1413 published by the United States Department of Labor or if such Index is no longer in use, then such replacement which is most comparable to the Index as may be designated by the Bureau of Labor Statistics, or as agreed by the parties. However in no case shall the LACMTA 17-113CO
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annual increase in the cost of a Vehicle created by the application of the above referenced Index exceed four percent (4%) unless the Contractor provides written evidence, such as Invoices from its Suppliers that its cost of any Major Subsystem has increased at a rate exceeding four percent (4%) per annum. In that event, in addition to paying an increase in the cost of Vehicle up to a four percent (4%) per annum, LACMTA will pay one half of that portion of the increase in the cost of the Major Subsystem that exceeds four percent (4%) per annum. In the event that the decision to exercise an Option occurs mid year, the maximum allowable increase of four percent shall be prorated.

The calculated increase shall be established by the above formula and shall not increase unless LACMTA does not issue the Notice to Proceed for the Option Vehicles within 60 days of the LACMTA Board’s formal approval to purchase the Option Vehicles. In such instance, the PPI increase may continue to accrue subject to the limitation stated. At the time LACMTA chooses to execute the required Contract Modification, the PPI shall be recalculated and incorporated into the Contract Modification.

Within thirty (30) days after delivery of LACMTA’s Notice of Exercise of Option to Contractor, Contractor shall submit a proposed delivery schedule. Along with the proposed delivery schedule, Contractor will provide LACMTA with access to its production schedule for the purpose of the parties verifying available production capacity. The production schedule shall include a reasonable time for mobilization and for coordinating with other Vehicle orders, and shall be based upon a production rate at least equal to the production rate actually realized with respect to the Base Order Vehicles. If the parties are unable to agree on a production schedule, the maximum term for the production of the Option Vehicles shall not exceed a total of 36 months after the date of Notice to Proceed with Option Vehicle production. LACMTA or any permissible assignee pursuant to Subsection B hereof may issue a Notice to Proceed at any time after the Contractor submits its proposed delivery schedule. Contractor shall not commence production of the Option Vehicles prior to issuance of the Notice to Proceed by LACMTA or any permissible assignee of LACMTA for the Option Vehicles incorporating the agreed production delivery schedule or the 36 month maximum term.

Except as otherwise specially provided in this Contract, all other terms of the Contract shall apply to the Option Vehicles.

B. Options for Items such as Special Equipment, Training Aids, Diagnostic Equipment
Contractor hereby grants LACMTA Options to purchase other equipment listed as Options on the Proposal Forms. Pricing for each Option shall be valid for two years after the Effective Contract Date.

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SP-29 ASSIGNMENT OF OPTIONS
LACMTA specifically reserves the right to assign part or all of its Options and Option Vehicles to any other public transportation agency or governmental entity under inter-governmental contracting procedures; pursuant to a form of assignment agreement attached hereto as Attachment C. LACMTA may assign any quantity of Options and Option Vehicles under an assignment.

Any such assigned Options and Option Vehicles shall be produced in accordance with the terms of the Contract. The assignment shall be in writing, signed between LACMTA and the assignee, and acknowledged by the Contractor. Any assignment must be entered into within the effective period as defined in SP-28.

SP-30 TITLE
Contractor shall provide to LACMTA adequate documents for securing title to the Vehicles in LACMTA’s jurisdiction at least 10 calendar days before Contractor releases each Vehicle for delivery to LACMTA. The required documents shall be printed with one of the following security features:

1. sensitive security paper without added optical brighteners that will not fluoresce under ultraviolet light.

2. engraved border and prismatic-rainbow printing with Copy Void Pantograph (the work “void” appears when the document is copied.

3. 2 complex colors (colors developed by using a mixture of two or more primary colors and back if required) and 2 security threads, with or without watermark, and/or intaglio print, with or without latent image, and/or security laminate.

The Contractor warrants that the title shall pass to LACMTA free and clear of all liens, mortgages and encumbrances, financing statements, security agreements, claims, and demands of any character following LACMTA’s Acceptance of each Vehicle. The document to secure title shall clearly state the following: “This vehicle meets California Emissions Standards.” SP-31 INSURANCE REQUIREMENTS
Contractor shall procure and maintain insurance against claims for injuries to persons, or damages in property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees or Subcontractors for the duration of the contract.

The insurance provided hereunder shall be available for the benefit of LACMTA and Contractor with respect to covered claims, but shall not be interpreted to relieve Contractor of any obligations hereunder. Contractor shall require all Subcontractors to be covered by Insurance on the same terms as the Contractor itself. The LACMTA (and their respective directors, officers, employees and agents) and other Indemnified Parties (if any) will be an additional insured on all policies excepting workers’ compensation. All of LACMTA 17-113CO
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the policies shall explicitly waive subrogation rights against indemnified parties and shall include “pay on behalf of” coverage for indemnified parties.

All insurance required hereunder shall be procured from insurance or indemnity companies with an A.M. Best and Company rating level of A- or better, Class VII or better or as otherwise approved by LACMTA and authorized or approved to do business in the State. All limits of liability set forth below are in U.S. dollars.

A. Commercial General Liability Insurance
The Contractor shall provide a policy or policies of commercial general liability insurance for bodily injury, property damage, personal injury and advertising injury and contractual liability that shall be as broad as Insurance Services Office Commercial General Liability coverage (occurrence form CG0001 or its equivalent). The coverage shall contain no special limitations on the scope of protection afforded to LACMTA et al. and is required to respond fully to all claims brought due to Contractor activities. Contractor and each of the Indemnified Parties (if any) shall be included, by endorsement, with a non-owned and hired automobile liability endorsement to the general liability policy.

The commercial general liability insurance coverage shall have a minimum limit of $1 million combined single limit of liability for bodily injury, property damage and personal injury per occurrence, $2 million general annual aggregate and $2 million products/completed operations aggregate.

Contractor shall maintain such insurance for the duration of the contract.

LACMTA shall be an additional insured prior to the commencement of any work as to any insured loss or liability arising out of or in any way related to the Project.

B. Workers’ Compensation and Employer’s Liability Insurance The Contractor shall provide a workers’ compensation statutory limits policy in conformance with the laws of the State, and employer’s liability insurance (for bodily injury or disease) with minimum limits of $1 million per accident for bodily injury by accident, $1 million per employee for bodily injury by disease, and $1 million policy limit for bodily injury by disease.

C. Automobile Liability Insurance
The Contractor shall provide commercial automobile liability insurance covering the ownership, maintenance or use of all owned/leased, non-owned and hired vehicles used in the performance of the Work, with limits of not less than $1 million, combined single limit for bodily injury and property damage liability. Coverage shall be provided on Insurance Services Office form number CA 0001 (Ed. 7/97) or equivalent.

D. Excess Liability Insurance
The Contractor shall provide umbrella or excess liability insurance with limits not less than $20,000,000 which shall provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary LACMTA 17-113CO
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coverages set forth above, including Employer’s Liability, Commercial General Liability and Commercial Automobile Liability insurance, in excess of the amounts set forth herein above.

E. Subcontractor Insurance Requirements
Contractor shall include all Subcontractors as insured under its policies or shall ensure that each Subcontractor maintains separate coverage to provide appropriate coverage to LACMTA in the event of loss. Contractor is required to monitor and maintain records of such coverage and provide proof of compliance to LACMTA upon request. If requested by LACMTA, the Contractor shall submit copies of all required insurance policies, including endorsements affecting the coverage required by these specifications.

F. Other Insurance Provisions

1. Premiums, Deductibles and Self-Insured Retentions
The Contractor shall be responsible for payment of premiums for all insurance required under this Section. LACMTA shall have no obligation to pay any premium. The Contractor further agrees that for each claim, suit or action made against insurance provided hereunder, with respect to all matters for which the Contractor is responsible hereunder, the Contractor shall be solely responsible for all deductibles, self-insured retentions and amounts in excess of the coverage provided. Any deductibles or self-insured retentions over $200,000 must be declared and approved by LACMTA.

2. Verification of Coverage
Concurrently with the Contractor’s execution hereof or on such later date on which coverage is required to be provided hereunder, the Contractor shall deliver to LACMTA a certificate of insurance with respect to each policy required to be provided by the Contractor under this Section.

LACMTA shall have no duty to pay or perform under the Contract until such certificate(s), in compliance with all requirements of this Section, have been provided. Upon request by LACMTA, copies of each of the insurance policies (including renewal policies) required under this Section shall be provided for review.

The Contractor shall promptly deliver to LACMTA a certificate of insurance with respect to each renewal policy, as necessary to demonstrate the maintenance of the required insurance coverages for the terms specified herein. Such certificate shall be delivered to LACMTA not less than 30 days prior to the expiration date or as soon as possible at the renewal period. If requested by certified duplicate copies of the renewal policy shall also be provided.

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3. Endorsements and Waivers
All insurance policies required to be provided by the Contractor hereunder shall contain or be endorsed to comply with the following provisions, provided that, for the workers’ compensation policy, only the following provisions (d) and (f) shall be applicable:
(a) For claims covered by the insurance specified herein, said insurance coverage shall be primary insurance with respect to the insureds, additional insureds, and their respective directors, officers, employees, agents and consultants. Any insurance or self-insurance beyond that specified in the Contract that is maintained by an insured, additional insured, or their directors, officers, employees, agents and consultants shall be excess of such insurance and shall not contribute with it.
(b) Any failure on the part of the Contractor to comply with reporting provisions or other conditions of the policies, any breach of warranty, any action or inaction of a named insured or others shall not affect coverage provided to the other insureds or additional insureds (and their respective members, directors, officers, employees, agents and consultants).
(c) The insurance shall apply separately to each insured and additional insured against whom a claim is made or suit is brought, except with respect to the limits of the insurer’s liability.
(d) Each policy shall be endorsed to state that coverage shall not be suspended, voided, canceled, modified or reduced in coverage or in limits except after 30 days prior written notice has been provided to LACMTA. Such endorsement shall not include any limitation of liability of the insurer for failure to provide such notice. (e) The commercial general liability insurance policy shall be endorsed to state that coverage for Subcontractor employees shall not be excluded.
(f) Each policy shall provide coverage on an "occurrence" basis and not a "claims made" basis and no policy issued on an occurrence basis shall have any sunset clause requiring reporting within a specified period of time.

4. Waivers of Subrogation
Contractor waives all rights of subrogation against LACMTA and each of their agents, employees, directors, officers and consultants for any claims to the extent covered by insurance obtained pursuant to this Section, except such rights as they may have to the proceeds of such insurance.

The Contractor shall require all Subcontractors to provide similar waivers in writing each in favor of LACMTA et’ al.. Each policy, including workers’ compensation, shall include a waiver of any right of subrogation against LACMTA 17-113CO
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all insureds (and their respective members, directors, officers, employees, agents and consultants).

5. Changes in Insurance Requirements
LACMTA shall notify the Contractor in writing of any changes in the requirements applicable to insurance required to be provided by the Contractor. Any additional cost from such change shall be paid by LACMTA upon demonstrated evidence such as insurance carrier provided invoice or similar acceptable instrument that authenticates such cost.

6. No Recourse
There shall be no recourse against LACMTA for payment of premiums or other amounts with respect to the insurance required to be provided by the Contractor hereunder, except for deductibles payable by LACMTA as specified herein.

7. Support of Indemnifications
The insurance coverage provided hereunder by the Contractor shall support but is not intended to limit the Contractor’s indemnification obligations, nor do the indemnity obligations limit the rights of the insured parties to the coverage afforded by their insured status.

8. Prosecution of Claim
Unless otherwise directed by LACMTA in writing, the Contractor shall be responsible for reporting and processing all potential claims by LACMTA or the Contractor against the insurance required to be provided under this Section. The Contractor agrees to report timely to the insurer(s) any and all matters which may give rise to an insurance claim and to promptly and diligently pursue any and all insurance claims on behalf of LACMTA, whether for defense or indemnity or both. LACMTA agrees to promptly notify the Contractor of LACMTA’s incidents, potential claims, and matters which may give rise to an insurance claim by LACMTA, to tender its defense or the claim to the Contractor, and to cooperate with the Contractor as necessary for the Contractor to fulfill its duties hereunder.

9. Commencement of Work
The Contractor shall not commence work under the Contract until it has obtained the insurance required under this Section, has furnished original certificates of insurance evidencing the required coverage as required under this Section and such insurance has been approved by LACMTA, nor shall the Contractor allow any Subcontractor to commence work under its Subcontract until the Subcontractor has obtained insurance as required under this Section.

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10. Contractors Failure to Comply
If the Contractor or any Subcontractor fails to provide and maintain insurance as required herein, then LACMTA shall have the right but not the obligation, to purchase such insurance or to suspend the Contractor’s right to proceed until proper evidence of insurance is provided. Any amounts paid by LACMTA shall, at LACMTA’s sole option, be deducted from amounts payable to the Contractor or reimbursed by the Contractor upon demand, plus interest thereon from the date of payment by LACMTA to the reimbursement date, at the lesser of (a) 10% per annum or (b) the maximum rate allowable under applicable Governmental Rules.

If on account of the Contractor’s failure to comply with the provisions of this Section, LACMTA is adjudged to be a co-insurer or otherwise held responsible for all or any portion of a judgment, loss or settlement (through admission or stipulation by the Contractor or court decision) that would have been covered by insurance but for non-compliance with this Section, then any loss or damage it shall sustain by reason thereof shall be borne by the Contractor, and the Contractor shall immediately pay the same to LACMTA, upon receipt of written demand therefore and evidence of such loss or damage.

11. Disclaimer
The Contractor and each Subcontractor shall have the responsibility to make sure that their insurance programs fit their particular needs, and it is their responsibility to arrange for and secure any insurance coverage which they deem advisable, whether or not specified herein.

LACMTA makes no representation or warranty that the coverage, limits of liability or other terms specified for the Insurance Policies to be carried pursuant to this Section are adequate to protect the Contractor against its undertakings under the Contract Documents or its liability to any third party or preclude LACMTA from taking any actions as are available to it under the Contract or otherwise at law. LACMTA shall not be limited to the amount of the insurance premium not paid in the proof of any damages it may claim against the Contractor arising out of or by reason of failure of the Contractor to provide and keep in force the insurance policies required by and on the terms of this Section, but LACMTA shall instead be entitled to recover the full amount of damages available.

12. Due Care Required
Nothing contained in this Section shall relieve the Contractor or any Subcontractors of its obligation to exercise due care in the performance of the Work and to complete the Work in strict compliance with the Contract.

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SP-32 THE CONTRACTOR’S INTERACTION WITH THE MEDIA AND THE PUBLIC
A. LACMTA shall review and approve all LACMTA-related copy proposed to be used by the Contractor for advertising or public relations purposes prior to publication. The Contractor shall not allow LACMTA-related copy to be published in its advertisements and public relations programs prior to receiving such approval. The Contractor shall ensure that all published information is factual and that it does not in any way imply that LACMTA endorses the Contractor's firm, service, and/or product.

B. The Contractor shall refer all inquiries from the news media to LACMTA, and shall comply with the procedures of LACMTA's Public Affairs staff regarding statements to the media relating to this Contract or the Services.

C. If the Contractor receives a complaint from a citizen or the community, the Contractor shall inform LACMTA about what action was taken to alleviate the situation.

SP-33 ANTI-DUMPING PROHIBITIONS
The Contractor represents and warrants that its prices do not violate the anti- dumping or countervailing duty laws of the United States, including but not limited to 19 U.S.C. 1671 et. seq., as amended, and shall pay any duties or other penalties assessed under such laws. The Contractor shall indemnify and hold harmless LACMTA from any loss or expense, including but not limited to reasonable attorneys' fees that LACMTA may incur from any claim, demand, or investigation of alleged violation of said laws.

SP-34 NONRESTRICTIVE CLAUSES
Wherever brand, manufacturer or product names are indicated in these specifications, they are included for the purpose of establishing identification and a general description of the Unit. Wherever such names appear, the term “OR APPROVED EQUAL” is deemed to follow. The decision whether a proposed unit is an approved equal will be rendered by LACMTA.

Specifying a brand name of any Unit in this Contract shall not relieve the Contractor, or any Subcontractor or Supplier from its responsibility to design and produce the Unit to fully meet the performance specifications, the warranty and other contractual requirements. The Contractor shall provide written notice to LACMTA of any incorrect or inappropriate brand name or Unit that is listed or referred to in the specifications, and shall propose a suitable substitute for LACMTA’s consideration and approval.

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SP-35 APPROVALS
No review, acceptance, approval or failure to object or comment (collectively “Approval”) shall impose any liability on LACMTA or release or relieve Contractor of its sole responsibility to Deliver a Vehicle and Units thereof meeting all of the requirements of this Contract, nor shall such Approval waive affect in any way any of the Contractor's obligations, or duties, obligations or liabilities imposed on it by this Contract.

No act by LACMTA, including without limitation any certification by a LACMTA Authorized Representative, payment of money, payment for or Acceptance of any Vehicle or Unit, or any extension of time, or the taking of possession or use shall be a waiver by LACMTA of any provision of this Contract or of any power herein reserved to LACMTA or of any right to damages herein provided. Any waiver by LACMTA of any breach of this Contract shall not constitute a waiver of any other or subsequent breach.

SP-36 DOCUMENT APPROVAL AND REVIEW
A. Document Approval
Unless otherwise noted, documents requiring LACMTA "Approval" will be approved, conditionally approved or disapproved in writing within thirty (30) calendar days after receipt of the documents. Documents that are disapproved must be corrected and resubmitted within fifteen (15) calendar days after notice of disapproval. Conditionally approved documents must be corrected and resubmitted as directed in the notice of conditional approval. If no response is received by the Contractor within the thirty-day period, approval of the document is granted unless LACMTA extends the review period in writing for the document prior to the expiration of the thirty (30) day period. Neither approval nor waiver of such approval shall relieve the Contractor of the obligation to meet the requirements of the Contract.

Corrections or revisions to the original submittals will be subject to the provisions of the Contract. Corrections or revisions to original submittals will be subject to the same approval cycle in writing for the document prior to the expiration of the thirty (30) day period.

B. Document Review
All documents not requiring LACMTA approval but delivered and specified for LACMTA review shall be for information purposes only and the Contractor may proceed to work without delay.

Intentionally Left Blank
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SP-37 OTHER CONTRACT DELIVERABLES (NON-TECHNICAL)
In addition to the Contract Deliverables found in the Technical Specification TS-88.3, the following items represent Contract Data Deliverables and/or documents/test results that must be provided by the Contractor as required in the listed Contract Documents.

While intended to be a comprehensive list, the Contactor and LACMTA acknowledge that the specification may contain implicit or implied additional requirements not contained in this list. The Contractor shall comply with such implicit or implied requirements.

Compliance Methods include: Test - Tested by Contractor, Demo - Demonstrated by Contractor, Certificate - Applicable Certification less than two years old, Inspection – Inspection by LACMTA, LACMTA representatives or other governmental agencies, Deliverable – deliverable from Contractor, or Documentation – Analysis, Documentation or Meeting minutes as required or implied by the specification. All tests and demonstrations are to be documented in writing with the results provided to LACMTA. Unless otherwise noted, the Contractor shall provide a quantity of one (1) of each listed item.

SECTION DUE REQUIREMENT COMPLIANCE METHOD DISPOSITION

GENERAL CONDITIONS
GC-08 Prior to starting
work.

An organization chart showing the
proposed organization established by
the contractor for the performance of
the work, including:

Lines of authority, responsibility, and
communication;
Office organizations, if any; and
Names, titles, and functions of all
supervisory and other key personnel.

Documentation
GC-09 Within 14 days
of Contract
Execution
Copy of all executed subcontracts Documentation
GC-38 Upon
completion of
work or
termination of
the Contract
All documents and materials
pertaining to technical data, patents
and copyrights found in gc-36
Documentation

REGULATORY REQUIREMENTS
RR-16B 20 days of Bills of lading for each shell (if Documentation METRO 17-113CO
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SECTION DUE REQUIREMENT COMPLIANCE METHOD DISPOSITION
shipping applicable)

SPECIAL PROVISIONS
SP-07 Post pilot Configuration and performance review
of the pilot vehicle
Documentation
SP-08 1st 10 vehicles First article inspection Documentation SP-13/SI-1 Within 10 days
of Contract
Execution
Performance bond Documentation
SP-14 With each
vehicle
Motor vehicle pollution requirements Certificate
SP-15 Pre-Pilot
vehicle
Engine emission certificate Certificate
SP-20 Pre-Pilot
vehicle
Pre-production meetings including QA
presentation, formal production
schedule and minutes no later than
two weeks following each meeting.

Documentation
SP-21 Weekly Contract status reports Documentation
SP-23 Each vehicle Driver’s log and incident report Delivery of each Vehicle if Driveaway Service is used.

SP-30 Each vehicle Title Documentation Documentation
SP-31 At contract
execution
Certificate of Insurance Documentation

WARRANTY PROVISIONS
SP-40.3 Delivery of
each Vehicle
Electronic list of serial numbers for
units installed on each Vehicle
Documentation
SP-40.7 Pre- Pilot
Vehicle
Additions to warranty offered by
component suppliers
Documentation

QUALITY ASSURANCE
SP-41.1.1 Pre-prod ISO 9001 Certificate Certificate
SP-41.2.2 Pre-prod Evidence of calibration of tools and Certificate METRO 17-113CO
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SECTION DUE REQUIREMENT COMPLIANCE METHOD DISPOSITION
equipment
SP-41.2.2 Delivery The quality assurance organization
shall document and certify in writing
that each transit Vehicle is
manufactured in accordance with
these controlled drawings and
documentation.

Certificate
SP-41.2.3 Pre-prod Copies of certification from major
suppliers acknowledging receipt of
specifications
Certificate
SP-41.2.5 Production Vehicle inspection record with each Vehicle
Documentation
SP-41.4.4 Production Office for Inspectors as specified SP- 41.5.1 Pre-delivery Acceptance Tests and Completed
Vehicle inspection with each Vehicle
Documentation
SP-41.5.3 Pre-delivery Initial lubrication certification Certificate SP-41.5.7 Pre-delivery Complete Vehicle Documentation
Package for each Vehicle
Documentation

SUPPLEMENTAL INSTRUCTIONS

TO PROPOSERS
SI-3 Prior to Copy of the final Altoona Vehicle Test
Report for the Vehicle being provided.

Documentation
Left Intentionally Blank
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SP-38 LOCAL EMPLOYMENT PROGRAM
A. OBLIGATIONS OF CONTRACTOR
The Contractor shall implement the Local Employment Plan and Local Facility Capital Investments as approved by LACMTA and set forth in Exhibit C of the Contract. The Contractor’s Local Employment Plan Commitment Value for Local Workers’ Wages and Benefits is $2,506,164. The Contractor’s Local Employment Plan Commitment Value for Local Facility Capital Investments is $ 3,470,000. The Contractor’s Total Local Employment Plan Commitment Value is $5,976,164.

B. STATE OF CALIFORNIA NEW FULL TIME EQUIVALENT (FTE)

POSITIONS & LOCAL FACILITY CAPITAL INVESTMENTS
The State of California Resident FTE Positions included under the Contractor’s Local Employment Plan shall:

1. Include only Contractor and Subcontractor/Supplier with State of California Resident employees who provide work hours directly allocable to the OP28367-000 program in the State of California. Local Employees that also work on other projects may only be counted to the extent they perform work allocable to the OP28367-000 Contract. A Local Employee may be expressed as a percentage of one FTE. To be considered eligible for California resident status, workers must maintain a physical presence in California, show intent to make California his or her permanent home, and be a U.S. Citizen or be granted and maintain an allowable immigration status prior to the Contract award date.

Evidence of intent to make California one’s permanent home prior to Contract award may include, but is not limited to:
• California voter registration and voting in California elections • California driver’s license
• California automobile registration
• California State income tax obligation on total income • Ownership of residential property or continuous occupancy or renting of an apartment on a lease basis where your personal belongings are kept
• Active savings and/or checking accounts in a California bank • Immigration status with legal capacity to establish California residency
• Maintaining a permanent military address and home of record in California
• Military leave and earning statements showing California as legal residence.

2. Not include 1) current employees; 2) former, furloughed, and/or laid off employees who are separated from employment with the Contractor or Subcontractor/Supplier (if applicable) on or after the LACMTA 17-113CO
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date of LACMTA’s Notice of Intent to Award Letter; 3) employees who will not be working on the project; 4) employees hired by the Contractor or Subcontractor to work on other projects to fill in or replace current employees reassigned to OP28367-000, 5) hours and costs that cannot be segregated and audited pursuant to internal Cost Accounting Systems of the Contractor or
Subcontractors;6) Work conducted outside of the State of California; 7) Work performed by Non-State of California residents.

The Local Facility Capital Investments included under the Contractor’s Local Employment Plan shall:

1. Include only facility improvements, additions, upgrades, modifications, or major improvements (not ordinary repairs and maintenance) to existing facilities, leased facilities, or newly purchased facilities within the State of California. capital equipment investments may be included only if the equipment has an estimated useful life of at least two (2) years and is valued at $5,000 or more for any individual item. Proposers may include lease costs in their local facility capital investments only if ownership is shifted from the lessor to the lessee by the end of the lease period.

2. Not include: lease costs without a lease to own agreement, utility costs, minor repair costs, capital equipment investments less than $5,000 for any individual item, short term (less than 2 years) capital equipment investments or operating costs.

C. REPORTS
The Contractor shall submit quarterly progress reports to LACMTA detailing its adherence to the commitments made in the Local Employment Plan. The quarterly report shall summarize the major actions taken during the prior quarter in implementation of the Employment, and shall:

1. Specify the total number of Local Employee Full Time Equivalent (FTE) work performed in that quarter by type (trade or craft), duration, and location, and disadvantaged worker status, and the annual value of those jobs (expressed in direct OP28367-000 hours expended and people hired);

2. Describe the workforce development and training programs carried out during that quarter and the amount expended by the Contractor for such programs;

3. Describe the quarterly outreach and recruitments coordinated through workforce development and community groups that led to new local hires and;
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4. Describe the extent to which the Local Employment Plans producing long-term employment in skilled or trade labor;

5. Describe the value of construction performed toward the Facility Investment Commitment; include copies of design and construction contracts.

If any such report indicates that the Contractor has failed to achieve the Total Local Employment Plan Commitment Value for local employee wages and benefits, Disadvantaged Worker wages and benefits or Facility Investments set forth in its Local Employment Plan for the time period involved, the report shall include a corrective action plan designed to achieve the Total Local Employment Plan Commitment Value, including a time frame within which such corrective actions will be achieved.

D. RELATION TO MILESTONE PAYMENTS
LACMTA reserves the right to review and audit the Contractor’s records, books and financial ledgers and cost accounting system at any time during the Contract term for purposes of determining the Contractor’s compliance with Total Local Employment Commitment Value. In the event LACMTA determines that there has been a material failure of the Contractor or its Subcontractors/Suppliers to comply with any requirement of its Local Employment Plan, LACMTA shall notify the Contractor in writing and shall provide the Contractor with thirty (30) days to correct such non-compliance.

If such non-compliance is not corrected to the satisfaction of LACMTA within such 30-day period (or such longer period as LACMTA may in its discretion allow), LACMTA may withhold a portion of the next Milestone Payment due to the Contractor under CP-02, in an amount that LACMTA determines in its discretion to be reasonable and appropriate based on the nature and extent of the Contractor’s non-compliance. Any amounts withheld by LACMTA under this subsection shall be repaid to the Contractor, as part of the next Milestone Payment due, when the Contractor demonstrates to the satisfaction of LACMTA that it has corrected the non-compliance. Any withholding under this subsection shall not affect the right of LACMTA to exercise other remedies available under this Contract for the Contractor's non-compliance with its Local Employment Plan, including the right to terminate for default in the event of repeated instances of such non- compliance.

SP-39 RELEASE OF INFORMATION*
The Contractor shall not publish information or technical data acquired or generated by the Contractor in performing the Contract until such time as such information or technical data is released in published reports by the Los Angeles County Metropolitan Transportation Authority (Metro).

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SP-40 CONTRACTOR WARRANTY
Except where longer warranty periods are specified by the Contractor, the Contractor warrants all Buses furnished under this Contract, including all equipment and materials, and all labor performance, shall be in full accordance with the Contract requirements, and shall be fit for their intended purpose, and shall be free of all Defects in the design, materials, and workmanship for the time periods and mileage set forth below. In addition, the Contractor expressly warrants to LACMTA each complete Bus, Unit and Part as follows. All warranties hereunder are deemed and acknowledged to explicitly extend to the future performance of the Unit warranted. The warranty shall apply regardless of whether the equipment, materials or labor were furnished or performed by the Contractor or by any of its Subcontractors or Suppliers of any tier.

SP-40.1 COMPLETE BUS
The complete bus, propulsion system, components, major subsystems and body and chassis structure are warranted to be free from Defects and Related Defects for two years or 100,000 miles, whichever comes first, beginning on the date of revenue service but not longer than 15 days after acceptance under “Inspection, Testing and Acceptance.” The warranty is based on regular operation of the bus under the operating conditions prevailing in LACMTA’s locale.

SP-40.1.1 BODY AND CHASSIS STRUCTURE
Body, body structure, structural elements of the suspension and engine cradle are warranted to be free from Defects and Related Defects for three years or 150,000 miles, whichever comes first.

Primary load-carrying members of the bus structure, including structural elements of the suspension such as articulation joint and air ride beams, are warranted against corrosion failure and/or Fatigue Failure sufficient to cause a Class 1 or Class 2 Failure for a period of 12 years or 500,000 miles, whichever comes first.

SP-40.1.2 PROPULSION SYSTEM

40.1.2.1 CNG Propulsion System
Propulsion system components, specifically the engine, transmission and drive and non-drive axles shall be warranted to be free from Defects and Related Defects for five years or 300,000 miles, whichever comes first. The propulsion system manufacturers’ standard warranties, delineating items excluded from the Warranty, submitted in accordance with the Request for Pre-Offer Change or Approved Equal or with the Form for Proposal Deviation.

40.1.2.2 Zero Emission Propulsion System
Propulsion system components, specifically the traction system, controllers/inverters, and gear box shall be warranted to be free from Defects and Related Defects for twelve years or 600,000 miles, whichever comes first.

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Conventional drive train components, such as transmissions, and drive and non- drive axles, shall be warranted to be free from Defects and Related Defects for five years or 300,000 miles, whichever comes first. The propulsion system manufacturers’ standard warranties, delineating items excluded from the Warranty, submitted in accordance with the Request for Pre-Offer Change or Approved Equal or with the Form for Proposal Deviation.

40.1.2.3 Zero Emission Energy Storage
Energy storage system components shall be warranted to be free from Defects and Related Defects for twelve years or 600,000 miles, whichever comes first.

The energy storage system manufacturers’ standard warranties, delineating items excluded from the Warranty, submitted in accordance with the Request for Pre- Offer Change or Approved Equal or with the Form for Proposal Deviation.

SP-40.1.3 MAJOR SUBSYSTEMS
Contractor warrants major subsystems to be free from Defects and Related Defects, for three years or 150,000 miles, whichever comes first. Documents delineating items the warranty coverage shall be submitted with the Proposal.

Items included as Major Subsystems, as applicable, are listed below:

SUBSYSTEMS YEAR(S) MILEAGE
Brake system: Foundation brake components, including
advancing mechanisms, as supplied with the axles,
excluding friction surfaces.
3 150,000
Destination signs: All destination sign equipment for the front, side and rear signs, power modules and operator
control.
3 150,000
HVAC System: Roof and/or rear main unit only,
excluding floor heaters and front defroster. AC unit and compressor: Roof and/or rear main unit only, excluding
floor heaters and front defroster.
3 150,000
Door systems: Door operating actuators and linkages. 3 150,000 Air compressor and dryer 3 150,000
Wheelchair ramp system: Ramp parts and mechanical
only.
3 150,000
Starter 3 150,000
Alternator - Alternator only. Does not include drive 3 150,000 LACMTA 17-113CO
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system.

Fire Suppression system: Includes tank and
extinguishing agent dispensing system.
3 150,000
Hydraulic Systems: Including power steering as
applicable.
3 150,000
Cooling Systems: Radiator including core, tanks and
related framework, including surge tank.
3 150,000
Multiplex system 3 150,000
Video Security System: including cameras and video
recorder. Router.
3 150,000
Steering box 3 150,000
Auxiliary Power System 3 150,000
Low Voltage Generation and Distribution 3 150,000
On Route/Shop Charging Equipment 12 n/a
All on-Board charging equipment 5 300,000
SP-40.1.4 EMISSION CONTROL SYSTEM
Contractor warrants the Emission Control System (ECS) for five (5) years or 100,000 miles whichever comes first. The ECS shall include but is not limited to the following components:
 Complete exhaust system including Catalytic Converter, if required and/or diesel exhaust after treatment device
 Charge Air Cooler
SP-40.2 EXTENSION OF WARRANTY
If, during the warranty period, repairs or modifications on any Bus, made necessary by any Defect in design, materials or workmanship are not completed due to lack of material or inability to provide the proper repair for 30 (thirty) calendar days, the applicable warranty period shall be extended by the number of days equal to the delay period.

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SP-40.3 SERIAL NUMBERS
Upon delivery of each bus, the Contractor shall provide a complete electronic list of serialized units installed on each bus to facilitate warranty tracking. The list shall include, but is not limited to:
a. engine
b. transmission
c. alternator
d. starter
e. A/C compressor and condenser/evaporator unit
f. drive axle
g. power steering unit
h. fuel cylinders (if applicable)
i. air compressor
j. wheelchair ramp (if applicable)
k. DVR
l. Router
The Contractor shall provide updated serial numbers resulting from warranty campaigns. The format of the list shall be approved by LACMTA prior to delivery of the first production bus.

SP-40.4 VOIDING OF WARRANTY
The warranty shall not apply to the failure of any part or component of the bus that directly results from misuse, negligence, accident or repairs not conducted in accordance with the Contractor-provided maintenance manuals and with workmanship performed by adequately trained personnel in accordance with recognized standards of the industry. The warranty also shall be void if LACMTA fails to conduct normal inspections and scheduled preventive maintenance procedures as recommended in the Contractor’s maintenance manuals and if that omission caused the part or component failure. The LACMTA shall maintain documentation, auditable by the Contractor, verifying service activities in conformance with the Contractor’s maintenance manuals.

SP-40.5 EXCEPTIONS AND ADDITIONS TO WARRANTY
The warranty shall not apply to the following items:
a. scheduled maintenance items
b. normal wear-out items
c. items furnished by LACMTA
SP-40.6 PASS-THROUGH WARRANTY
Should the Contractor elect to not administer warranty claims on certain components and wish to transfer this responsibility to the sub-Suppliers, or to others, the Contractor shall request this waiver.

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Contractor shall state in writing that the LACMTA’s warranty reimbursements will not be impacted. The Contractor also shall state in writing any exceptions and reimbursement including all costs incurred in transport of vehicles and/or components. At any time during the warranty period, the Contractor may request approval from the LACMTA to assign its warranty obligations to others, but only on a case-by-case basis approved in writing by the LACMTA. Otherwise, the Contractor shall be solely responsible for the administration of the warranty as specified. Warranty administration by others does not eliminate the warranty liability and responsibility of the Contractor.

SP-40.7 SUPERIOR/SPECIAL WARRANTY
The Contractor shall pass on to the LACMTA any “Superior” or “Special” warranty offered by a component Supplier that is superior to that required herein. The Contractor shall provide a list to the LACMTA noting the conditions and limitations of the Superior Warranty not later than the start of production. The Superior Warranty shall not be administered by the Contractor.

SP-40.8 FLEET DEFECTS OCCURRENCE AND REMEDY
A Fleet Defect is defined as cumulative failures of twenty (20) percent of the same components (part number) within the Bus Fleet (see Special Provisions definition of Bus Fleet) where such items are covered by warranty. A Fleet Defect shall apply only to the base warranty period in sections entitled “Complete Bus,” “Propulsion System” and “Major Subsystems.” When a Fleet Defect is declared, the remaining warranty on that item/component stops. The warranty period does not restart until the Fleet Defect is corrected. In cases where there are multiple components/systems on each bus (e.g. passenger seats), a single failure found on 20% of the buses may be considered a fleet defect.

For the purposes of Fleet Defects, each Option Order shall be treated as a separate Bus Fleet. Should there be a change in a major Unit within either the Base Order or an Option Order, the Buses containing that new major Unit shall become a separate Bus Fleet for the purposes of Fleet Defect.

The Contractor shall correct a Fleet Defect under the warranty provisions defined in “Repair Procedures.” After a Fleet Defect is declared, LACMTA and the Contractor shall mutually agree to and the Contractor shall promptly undertake and complete a work program reasonably designed to prevent the occurrence of the same Defect in all other buses and spare parts purchased under this Contract.

Where the specific Defect can be solely attributed to particular identifiable part(s), the work program shall include redesign and/or replacement of only the defectively designed and/or manufactured part(s). In all other cases, the work program shall include inspection and/or correction of all of the buses in the fleet via a mutually agreed-to arrangement. The Contractor shall update, as necessary, technical support information (parts, service and operator’s manuals) due to changes resulting from warranty repairs. LACMTA may immediately declare a Defect in design resulting in a safety hazard to be a Fleet Defect. The Contractor shall be responsible to furnish, install and replace all defective units.

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SP-40.9 EXCEPTIONS TO FLEET DEFECT PROVISIONS
The Fleet Defect warranty provisions shall not apply to LACMTA-supplied items such as fareboxes, radio and fare collection equipment, communication systems, and tires.

The Fleet Defect provisions shall not apply to Fleet Defects caused by LACMTA’s non-compliance with the Contractor's minimum recommended normal preventative maintenance practices and procedures as contained in then current maintenance manuals supplied by the Contractor to LACMTA; provided, however, the Contractor, in the denial of Fleet Defect status must demonstrate by adequate proof that LACMTA did not comply, and if adequate proof is not provided, the Fleet Defect provisions shall apply.

SP-40.10 REPAIR PERFORMANCE
The Contractor is responsible for all warranty-covered repair Work. To the extent practicable, LACMTA will allow the Contractor or its designated representative to perform such Work. At its discretion, LACMTA may perform such Work if it determines it needs to do so based on transit service or other requirements. Such Work shall be reimbursed by the Contractor. Repairs made by LACMTA will be to the Lowest Line Replacement Unit (LLRU). LLRU is defined as the minimum unit which must be remnoved from a bus to affect a repair.

SP-40.11 REPAIRS BY THE CONTRACTOR
SP-40.11.1 VENDOR FAILURE NOTIFICATION (VFN)
LACMTA may issue a VFN to the Contractor’s designated local service representative via email to request a Contractor’s response to a potential warrantable defect. Within two (2) working days after receipt of a Notice of Defect (VFN), LACMTA and the Contractor shall attempt to resolve the status of warranty coverage on the Unit. When a VFN is determined to be warrantable, the Contractor's shall initiate repairs within three (3) working days after receipt of VFN.

SP-40-11.2 REPAIR WORK BY CONTRACTOR
The Contractor shall provide at its own expense all spare parts, tools and space required to complete repairs. At LACMTA’s option, the Contractor may be required to remove the bus from LACMTA’s property while repairs are being affected. If the bus is removed from LACMTA’s property, repair procedures must be diligently pursued by the Contractor’s representative.

At the sole discretion of LACMTA, as determined on a case-by-case basis, parts used from its own stock, shall be replaced by the Contractor. The Contractor must replace each part used from LACMTA stock with a new part within thirty (30) calendar days from issuing a warranty claim to a LACMTA designated LACMTA 17-113CO
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location. All costs associated with replacing spare parts shall be borne by the Contractor.

SP-40-12 REPAIRS BY LACMTA
SP-40.12.1 PARTS USED
If LACMTA performs the warranty-covered repairs, it shall correct or repair the Defect and any Related Defects utilizing parts supplied by the Contractor specifically for this repair. At its discretion, LACMTA may use Contractor- specified parts available from its own stock if deemed in its best interests.

Contractor is expected to maintain locally, a reasonable inventory of commonly used replacement parts when making warranty repairs.

SP-40.12.2 Contractor-Supplied Parts
LACMTA may require that the Contractor supply parts for warranty-covered repairs being performed by LACMTA. Those parts may be remanufactured but shall have the same form, fit and function, and warranty. The parts shall be shipped prepaid to LACMTA from any source selected by the Contractor within fourteen (14) days of receipt of the request for said parts and shall not be subject to an Agency handling and restocking charge.

SP-40.12.3 Defective Component Return
The Contractor may request that parts covered by the warranty be returned to the manufacturing plant. The total cost for this action shall be paid by the Contractor. Materials should be returned in accordance with the procedures outlined in “Warranty Processing Procedures.”
SP-40.12.4 Failure Analysis
The Contractor shall, upon specific request by LACMTA, provide a failure analysis of Fleet Defect or safety-related parts, or major components, removed, including any rejected components from buses under the terms of the warranty that could affect fleet operation. Such reports shall be delivered within 60 days of the receipt of failed parts. All rejected claims shall have failure analysis.

SP-40.12.5 Reimbursement for Labor And Other Related Costs The LACMTA shall be reimbursed by the Contractor for labor. The amount shall be determined by LACMTA for a qualified “A Mechanic” at their standard wage rate per hour, plus 80 percent for fringe benefits and overhead. Should a Contractor request LACMTA to transport vehicles to a vendor/subcontractor for repairs, the Contractor shall reimburse LACMTA for all expenses incurred.

If required, Contractor shall reimburse LACMTA for costs associated with towing or moving a bus if such action was necessary and if the bus was in the normal service area. Also, the Contractor shall assume all liability for damage from the time the vehicle is released from LACMTA’s custody until it is returned.

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SP-40.12.6 In Service Bus Delay, Change Or Bus Cancellation (ROADCALLS) Any warranty defect requiring an in-service change or delay or a bus cancellation will be charged at $250.00 per event plus towing costs assessed under this Contract other than for the cost of the in-service bus change. The LACMTA shall maintain documentation, auditable by the Contractor, verifying service activities related to in-service bus delays or cancellations.

SP-40.12.7 Reimbursement for Parts
LACMTA shall be reimbursed by the Contractor for defective parts and for parts that must be replaced to correct the Defect. The reimbursement shall be at the current price of the Contractor’s parts catalogue effective at the time of repair and shall include taxes where applicable, plus twenty-five (25) percent handling costs. Handling costs shall not be paid if part is supplied by Contractor and returned to LACMTA storeroom it was taken from within 72 hours. If the Contractor does not provide a parts catalogue, the LACMTA’s last purchase price shall prevail.

SP-40.12.8 Reimbursement Requirements
The Contractor shall respond to the warranty claim with an accept/reject decision including necessary failure analysis no later than sixty (60) days after LACMTA submits the claim and defective part(s), when requested. Reimbursement for all accepted claims shall occur no later than sixty (60) days from the date of acceptance of a valid claim. If approved warranty claims are not paid within 60 days, LACMTA reserves the right to charge interest on any such claims that exceed 60 days. LACMTA may dispute rejected claims or claims for which the Contractor did not reimburse the full amount. The parties agree to review disputed warranty claims during the following quarter to reach an equitable decision to permit the disputed claim to be resolved and closed. The parties also agree to review all claims at least once per quarter throughout the entire warranty period to ensure that open claims are being tracked and properly dispositioned.

SP-40.13 WARRANTY AFTER REPLACEMENT/REPAIRS
If any component, unit or subsystem is repaired, rebuilt or replaced by the Contractor or by LACMTA with the concurrence of the Contractor, the component, unit or subsystem shall have the unexpired warranty period of the original. Repairs shall not be warranted if the Contractor-provided or authorized parts are not used for the repair, unless the Contractor has failed to respond within five days, in accordance with “Repairs by the Contractor.” The warranty on items determined to be Fleet Defects shall be suspended at the time that a fleet defect status is established. Warranty on fleet defect units shall be as follows: if the unit is repaired by the Contractor, or by LACMTA with the concurrence of the Contractor, the Unit shall have the remaining warranty as required by this contract; if the unit is replaced by the Contractor, or by LACMTA LACMTA 17-113CO
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with the concurrence of the Contractor, the unit shall have the remaining warranty as required by this Contract or the OEM’s standard warranty, which ever is greater. This suspended warranty shall again become effective on the repair/replacement date for corrected items on each Bus.

SP-40.13.1 Warranty Processing Procedures
The following list represents requirements by the Contractor to LACMTA for processing warranty claims. One failure per bus per claim is allowed. a. bus number and VIN
b. total vehicle life mileage at time of repair
c. date of failure/repair
d. acceptance/in-service date
e. Contractor part number and description
f. component serial number
g. description of failure
h. all costs associated with each failure/repair (invoices may be required for third-party costs):
 towing
 road calls
 labor
 materials
 parts
 handling
 troubleshooting time
SP-40.14 FORMS
LACMTA’s forms will be accepted by the Contractor if all of the above information is included. Electronic submittal may be used if available between the Contractor and Agency.

SP-40.15 RETURN OF PARTS
When returning defective parts to the Contractor, LACMTA shall tag each part with the following:
a. bus number and VIN
b. claim number
c. part number
d. serial number (if available)
SP-40.16 TIMEFRAME
Each claim must be submitted no more than forty five (45) days from the date of failure and/or repair, whichever is later. All defective parts must be returned to the Contractor, when requested, no more than sixty (60) days from date of repair.

Labor only claims (no parts were used and bus manufacturer is solely responsible for the failure) can be submitted up to 60 days from failure.

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SP-40.17 REIMBURSEMENTS
The Contractor shall reimburse LACMTA for all costs associated with performing warranty work. Reimbursement checks shall be sent to:

Los Angeles County Metropolitan Transportation Authority Cash Operations
One Gateway Plaza
Mail Stop 99-21
Los Angeles, Ca 90012
A copy of the reimbursement check including the listing of warranty claims covered by the check shall simultaneously be sent to:

Los Angeles County Metropolitan Transportation Authority Warranty Processing Center
900 Lyon Street
Mail Stop 30-2-1
Los Angeles, Ca 90012
SP-40.18 LOCAL SERVICE SUPPORT
The Contractor shall provide local service support resources to perform “off-site” warranty repairs and bus acceptance work (make-ready) in accordance with SP- 25 Acceptance of Vehicle. The Contractor shall have the ability to perform all bus acceptance and warranty repairs locally, including, but not limited to, complete repairs of any Unit. Warranty repair and bus acceptance work shall occur within 50 miles of LACMTA’s Service Support Center located at 900 Lyon St., Los Angeles CA 90012. LACMTA may visit Contractor's repair and acceptance site to monitor and review repairs on LACMTA vehicles. The Contractor is responsible for towing costs and/or labor associated with bringing a bus to either the service center or a subcontractor facility. Weekly progress reports are to be provided for all repair work.

SP-40.19 SERVICE REPRESENTATIVE(S)
The Contractor shall submit with the Submittal a list containing the name, address, and telephone number of the representatives responsible for assisting LACMTA, as well as the location for off-site repair and maintenance of the buses to be supplied. The Contractor shall, at its own expense, provide a full-time dedicated LACMTA service representative to respond to technical support and warranty issues.

Unless previous arrangements are made with LACMTA, the individual must be available to respond to LACMTA technical or warranty issues via email or phone within a maximum of 8 hours on a 24-hour a day basis. This individual’s principal point of contact at LACMTA shall be LACMTA's designated Project Manager or designee.

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SP-40.20 LIQUIDATED DAMAGES (WARRANTY)
LACMTA reserves the right to assess liquidated damages when warranty repairs are not completed by the end of the initial 30 (thirty) calendar days. Warranty repairs that go beyond the 30 calendar day period will be assessed liquidated damages of $300 per day, per bus.

SP-41 CONTRACTOR’S IN-PLANT QUALITY ASSURANCE

REQUIREMENTS
SP-41.1 Quality Assurance Organization
SP-41.1.1 Organization Establishment
The Contractor shall establish and maintain an effective in-plant quality assurance organization. It shall be a specifically defined organization and should be directly responsible to the Contractor’s top management. The organization shall be organized and function according to the procedures contained in the Contractor’s ISO 9001 Certification. A copy of the certification shall be provided upon issuance of a Notice of Intent to Award Contract.

SP-41.1.2 Control
The quality assurance organization shall exercise quality control over all phases of production, from initiation of design through manufacture and preparation for delivery. The organization shall also control the quality of supplied articles.

SP-41.1.3 Authority and Responsibility
The quality assurance organization shall have the authority and responsibility for reliability, quality control, inspection planning, establishment of the quality control system, and acceptance/rejection of materials and manufactured articles in the production of the transit buses.

SP-41.2 QUALITY ASSURANCE ORGANIZATION FUNCTIONS
SP-41.2.1 Minimum Functions
The quality assurance organization shall include the following minimum functions:
a. Work instructions: The quality assurance organization shall verify inspection operation instructions to ascertain that the manufactured product meets all prescribed requirements.
b. Records maintenance: The quality assurance organization shall maintain and use records and data essential to the effective operation of its program. These records and data shall be available for review by the resident inspectors. Inspection and test records for this LACMTA 17-113CO
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procurement shall be available for a minimum of five (5) years after inspections and tests are completed.
c. Corrective actions: The quality assurance organization shall detect and report to LACMTA significant quality issues, and promptly ensure correction of any conditions that may result in the production of defective transit buses. These conditions may occur in designs, purchases, manufacture, tests or operations that culminate in defective supplies, services, facilities, technical data or standards.

SP-41.2.2 Basic Standards And Facilities
The following standards and facilities shall be basic in the quality assurance process:
a. Configuration control: The Contractor shall maintain drawings, assembly procedures, and other documentation that completely describe a qualified bus that meets all of the options and special requirements of this procurement. The quality assurance organization shall verify that each transit bus is manufactured in accordance with these controlled drawings, procedures, and documentation. b. Measuring and testing facilities: The Contractor shall provide and maintain the necessary gauges and other measuring and testing devices for use by the quality assurance organization to verify that the buses conform to all specification requirements. These devices shall be calibrated at established periods against certified measurement standards that have known, valid relationships to national standards.

Contractor shall provide evidence of calibration of tools and equipment at the Pre-Production meeting.
c. Production tooling as media of inspection: When production jigs, fixtures, tooling masters, templates, patterns, and other devices are used as media of inspection, they shall be proved for accuracy at formally established intervals and adjusted, replaced, or repaired as required to maintain quality. At a minimum, production tooling needs to be checked at least every 50 buses.
d. Equipment use by resident inspectors: The Contractor’s gauges and other measuring and testing devices shall be made available for use by the resident inspectors to verify that the buses conform to all specification requirements. If necessary, the Contractor’s personnel shall be made available to operate the devices and to verify their condition and accuracy.

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SP-41.2.3 Maintenance of Control
The Contractor shall maintain quality control of purchases:
a. Supplier control: The Contractor shall require that each Supplier maintains a quality control program for the services and supplies that it provides. The Contractor’s quality assurance organization shall inspect and test materials provided by Suppliers for conformance to specification requirements. Materials that have been inspected, tested, and approved shall be identified as acceptable to the point of use in the manufacturing or assembly processes. Controls shall be established to prevent inadvertent use of nonconforming materials. b. Purchasing data: The Contractor shall verify that all applicable specification requirements are properly included or referenced in purchase orders of articles to be used on transit buses. c. Vender Certifications: Contractor shall provide LACMTA with copies of certifications from all major suppliers acknowledging receipt of the applicable Contract Specifications. Said certificates shall be presented within 30 days following the final Pre-Production meeting.

SP-41.2.4 Manufacturing Control
a. Controlled conditions: The Contractor shall ensure that all basic production operations, as well as all other processing and fabricating, are performed under controlled conditions. Establishment of these controlled conditions shall be based on the documented Work instructions, adequate production equipment and special working environments if necessary.
b. Completed items: A system for final inspection and test of completed transit buses shall be provided by the quality assurance organization.

It shall measure the overall quality of each completed bus. c. Nonconforming materials: The quality assurance organization shall monitor the Contractor’s system for controlling nonconforming materials. The system shall include procedures for identification, segregation and disposition of non-conforming materials. d. Statistical techniques: Statistical analysis, tests and other quality control procedures may be used when appropriate in the quality assurance processes.
e. Inspection status: A system shall be maintained by the quality assurance organization for identifying the inspection status of components and completed transit buses. Identification may include cards, tags or other normal quality control devices.

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SP-41.2.5 Inspection System
The quality assurance organization shall establish, maintain and periodically audit a fully documented inspection system. The system shall prescribe inspection and test of materials, Work in process and completed articles. As a minimum, it shall include the following controls:
a. Inspection personnel: Sufficient trained inspectors shall be used to ensure that all materials, components and assemblies are inspected for conformance with the qualified bus design.
b. Inspection records: Acceptance, rework or rejection identification shall be attached to inspected articles. Articles that have been accepted as a result of approved materials review actions shall be identified. Articles that have been reworked to specified drawing configurations shall not require special identification. Articles rejected as unsuitable or scrap shall be plainly marked and controlled to prevent installation on the bus. Articles that become obsolete as a result of engineering changes or other actions shall be controlled to prevent unauthorized assembly or installation. Unusable articles shall be isolated and then scrapped. Discrepancies noted by the Contractor or resident inspectors during assembly shall be entered by the inspection personnel on a record that accompanies the major component, subassembly, assembly, or bus from start of assembly through final inspection. Actions shall be taken to correct discrepancies or deficiencies in the manufacturing processes, procedures or other conditions that cause articles to be in nonconformity with the requirements of the Contract specifications.

The inspection personnel shall verify the corrective actions and mark the discrepancy record. If discrepancies cannot be corrected by replacing the nonconforming materials, then LACMTA shall approve the modification, repair or method of correction to the extent that the Contract specifications are affected.
c. Quality assurance audits: The quality assurance organization shall establish and maintain a quality control audit program. Records of this program shall be subject to review by LACMTA.

SP-41.3 INSPECTION
SP-41.3.1 INSPECTION STATIONS
Inspection stations shall be at the best locations to provide for the Work content and characteristics to be inspected. Stations shall provide the facilities and equipment to inspect structural, electrical, hydraulic and other components and assemblies for compliance with the design requirements.

Stations shall also be at the best locations to inspect or test characteristics before they are concealed by subsequent fabrication or assembly operations.

These locations shall minimally include underbody structure completion, body LACMTA 17-113CO
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framing completion, body prior to paint preparation, water test, engine installation completion, underbody dress-up and completion, bus prior to final paint touchup, bus prior to road test and bus final road test completion.

SP-41.4 RESIDENT INSPECTORS
SP-41.4.1 Resident Inspector’s Role
LACMTA shall be represented at the Contractor’s plant by resident inspectors, as required by FTA. Resident inspectors may be Agency employees or outside contractors. LACMTA shall provide the identity of each inspector and shall also identify their level of authority in writing. They shall monitor, in the Contractor’s plant, the manufacture of transit buses built under the procurement. The presence of these resident inspectors in the plant shall not relieve the Contractor of its responsibility to meet all of the requirements of this procurement. LACMTA shall designate a primary resident inspector, whose duties and responsibilities are delineated in “Pre-Production Meetings,” “Authority” and “Pre-Delivery Tests,” below. Contractor and resident inspector relations shall be governed by the guidelines included as Attachment A to this Section.

SP-41.4.1.1 Inspection Memorandum
LACMTA’s Resident Inspectors will express concerns pertaining to manufacturing issues or contract compliance using Inspection memoranda contained in a Master Resolution List (MRL). There shall be a separate MRL for the Pilot Bus and for the remaining production Buses. It is expected that the MRL shall be electronic and shall be regularly updated by both parties. The configuration of this document shall be agreed upon during the Pre-Production Meetings. The Contractor shall reply to all urgent matters in writing within 24 hours. It is expected that an electronic matrix of all production issues, speed memos and other correspondence will be developed and transmitted via email to expedite this process.

SP-41.4.2 Pre-Production Meetings
The primary resident inspector may participate in design review and pre- production meetings with LACMTA. At these meetings, the configuration of the buses and the manufacturing processes shall be finalized, and all Contract documentation provided to the inspector.

No less than thirty (30) days prior to the beginning of bus manufacture, the primary resident inspector may meet with the Contractor’s quality assurance manager and may conduct a pre-production audit meeting. They shall review the inspection procedures and finalize inspection checklists. The resident inspectors may begin monitoring bus construction activities two weeks prior to the start of bus fabrication.

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SP-41.4.3 Authority
Records and data maintained by the quality assurance organization shall be available for review by the resident inspectors. Inspection and test records for this procurement shall be available for a minimum of one year after inspections and tests are completed.

The Contractor’s gauges and other measuring and testing devices shall be made available for use by the resident inspectors to verify that the buses conform to all specification requirements. If necessary, the Contractor’s personnel shall be made available to operate the devices and to verify their condition and accuracy.

Discrepancies noted by the resident inspector during assembly shall be entered by the Contractor’s inspection personnel on a record that accompanies the major component, subassembly, assembly or bus from start of assembly through final inspection. Actions shall be taken to correct discrepancies or deficiencies in the manufacturing processes, procedures or other conditions that cause articles to be in nonconformity with the requirements of the Contract specifications. The inspection personnel shall verify the corrective actions and mark the discrepancy record. If discrepancies cannot be corrected by replacing the nonconforming materials, LACMTA shall approve the modification, repair or method of correction to the extent that the Contract specifications are affected.

The primary resident inspector shall remain in the Contractor’s plant for the duration of bus assembly Work under this Contract. Only the primary resident inspector or designee shall be authorized to release the buses for delivery. The resident inspectors shall be authorized to approve the pre-delivery acceptance tests. Upon request to the quality assurance supervisors, the resident inspectors shall have access to the Contractor’s quality assurance files related to this procurement. These files shall include drawings, assembly procedures, material standards, parts lists, inspection processing and reports, and records of Defects.

SP-41.4.4 Support Provisions
The Contractor shall provide office space for the resident inspectors in close proximity to the final assembly area. This office space shall be equipped with desks, outside and interplant telephones, Internet access, file cabinet and chairs.

As an alternative, Contractor may supply a combination plain paper fax, copier and printer. In addition, two (2) large erasable white board with markers, one bulletin board and one printing calculator shall be provided.

The Contractor shall provide access to the Contractor’s LAN server to both send and receive email. The required email address shall be “[email protected]” SP-41.4.5 Compliance with Safety Requirements
At the time of the Pre-Production meeting, the Contractor shall provide all safety and other operational restrictions that govern the Contractor’s facilities. These issues will be discussed and the parties will agree which rules/restrictions will LACMTA 17-113CO
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govern LACMTA’s inspector(s) and any other Agency representatives during the course of the Contract.

SP-41.5 ACCEPTANCE TESTS
SP-41.5.1 RESPONSIBILITY
Fully documented tests shall be conducted on each production bus following manufacture to determine its acceptance to LACMTA. These acceptance tests shall include pre-delivery inspections and testing by the Contractor and inspections and testing by LACMTA after the buses have been delivered.

Acceptance Tests and Completed Vehicle inspection documentation shall be presented to LACMTA upon delivery of each Bus.

SP-41.5.2 INITIAL ENGINE START-UP
The fuel system shall be filled and pressure tested after installation of the engine in the Bus and before it is initially started. The pressure test shall ensure that the fuel system is free of leaks. This requirement shall be verified with the fuel system and lines at working pressure. Starting aids, such as ether, shall not be used to start engines.

SP-41.5.3 INITIAL LUBRICATION
All assemblies shall be lubricated in accordance with manufacturer recommendations before the Bus is operated on the road. This shall include, but not limited to proper engine oil, transmission fluid, hydraulic system oil levels, and grease applied to all zerk fittings. Initial lubrication certification shall be presented to LACMTA upon delivery of each Bus.

SP-41.5.4 PRE-DELIVERY TESTS
The Contractor shall conduct acceptance tests at its plant on each Bus following manufacture completion and before submittal to LACMTA for “Completed Bus” inspection. Contractor pre-delivery tests shall include visual and measured inspections, as well as testing the total Bus operation. The underfloor equipment shall be made available for inspection by the Resident Inspectors using a pit or Bus hoist provided by the Contractor. A hoist, scaffold, or elevated platform shall be provided by the Contractor to easily and safely inspect Bus roofs. The Contractor shall provide a driver for road test, water booths for water test, and personnel equipment and facilities for any other tests LACMTA requests.

Delivery of each Bus shall require written authorization of the Senior Resident Inspector or his designee. An executed copy of the authorization shall accompany the delivery of each Bus.

The Resident Inspector has the right to witness inspections and testing for all Buses prior to delivery including any additional tests conducted by or on behalf of the Contractor. The Contractor’s pre-delivery test shall be scheduled and conducted with sufficient notice so that they may be witnessed by the Resident LACMTA 17-113CO
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Inspectors, who may accept or reject the results of the test. The tests shall be conducted and documented in accordance with written test plans which are to be provided to LACMTA. Additional tests may be conducted at the Contractor's discretion to ensure that the completed Buses have attained the desired quality and have met the requirements of the technical specifications. This additional testing shall be recorded on appropriate test forms provided by the Contractor.

SP-41.5.5 VISUAL AND MEASUREMENT INSPECTIONS
Visual and measurement inspections shall be conducted with the Bus in a static condition. The purpose of the inspection testing is to verify:
a) Overall dimension and weight requirements
b) Required components are included and ready for operation c) Components and subsystems functionally operate with the Bus as designed in a static condition.

SP-41.5.6 OVERALL BUS OPERATION
Overall Bus operation shall be evaluated during road tests. The purpose of the road test is to observe and verify the operation of the Bus as a system and to verify the functional operation of the sub-systems which can be operated only while the Bus is in motion.

Each Bus shall be driven for a minimum 35 miles during the road test. If requested, computerized diagnostic printouts showing the performance of each Bus shall be produced and provided to LACMTA. Observed defects shall be recorded on the test forms. The Bus shall be re-tested when defects are corrected and adjustments made. This process shall continue until defects are no longer detected. Results shall be pass/fail for these Bus operation tests.

SP-41.5.7 PRE-DELIVERY BUS DOCUMENTATION PACKAGE (BDP)
Prior to presenting each Bus for inspection, the Contractor’s quality assurance organization shall be responsible for preparing a documentation package for each Bus. When completed following LACMTA inspection, the BDP shall be inserted into a manila envelope which shall be labeled with the LACMTA Bus number on the front of the envelope. This envelope shall be placed into the Bus and shall be presented to LACMTA upon delivery of the Bus in Los Angeles.

At a minimum, each BDP shall contain the following items:

1. BDP Check-off Sheet listing the following:

2. QA Certificate of Completion (signed by Contractor QC representative).

3. CNG pressure test certification.

4. Water test Certification.

5. Alignment and Steering Stop Adjustment Certification.

6. Smoke Opacity Test (Exhaust Emissions). Not applicable to CNG or Zero Emission buses; applicable only to diesel powered buses.

7. LACMTA “Completed Bus” Inspection document.

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8. Copy of defects noted during LACMTA Completed Bus inspection.

9. List of “Open Items” .

10. VIN number (copy of bus data plate)

11. Certificate of Origin

12. Weight slip (curb weight)

13. Certificate of compliance for high voltage/energy storage protective devices, if applicable.

14. Component Serial Number List - List of serialized components installed on each Bus to include, but not limited to:
 Engine
 Transmission
 Alternator
 Starter
 A/C Compressor
 Drive Axle
 Power Steering Unit
 Air Compressor
 CNG Fuel Cylinders with installation location diagram.  Other serialized components for which the Contractor will require serial numbers for the processing of warranty claims.

Open items may be considered and approved by LACMTA on a case-by-case basis only prior to bus shipment. They may include material which is missing, damaged, or non-compliant.

The BDP shall be well organized and be contained in a suitable binder clearly showing the LACMTA bus number on the outside. Item number 1 (above) shall be clearly visible and prominent when the BDP is opened.

SP-41.5.8 POST-DELIVERY TESTS
LACMTA may conduct acceptance tests on each delivered Bus. These tests shall be completed within 15 days after Bus delivery. The purpose of these tests is to identify defects that have become apparent between the time of Bus release and delivery to LACMTA. The post-delivery tests shall include visual inspection and Bus operations.

Buses which fail to pass the post-delivery tests are subject to non-acceptance.

LACMTA shall record details of all defects on the appropriate test forms and shall notify the Contractor of the non-acceptance of each Bus within 5 days after completion of tests. The defects during these tests shall be repaired according to the procedures defined in this Contract. A Contractor's representative shall be present during post-delivery test days.

SP-41.6 POST DELIVERY INSPECTION
The post-delivery inspection is similar to the inspection at the Contractor's plant and shall be conducted with the Bus in a static condition. Any visual damage shall be identified and recorded during the post delivery inspection of each Bus.

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SP-41.6.1 BUS OPERATION
The road tests for total Bus operation are similar to those conducted at the Contractor's plant. Operational deficiencies of each Bus shall be identified and recorded and shall be resolved as provided in this Contract.

SP-41.6.2 OIL DRAIN
If required by the OEM manufacturer, Buses that are driven from the Manufacturing site to LACMTA shall have engine and transmission oils and all filters, including fuel filters, changed by Contractor prior to acceptance by LACMTA.

SP-41.6.3 BOLT TORQUE
Upon a buses arrival in Los Angeles – Contractor shall be required to re-torque and mark any structural bolts and fasteners as recommended in the Contractors Maintenance Manual.

SP-42 PAYMENT OF PREVAILING AND LIVING WAGES / REPORTING (NOT APPLICABLE)
This Contract is subject to the provisions of California law regarding Public Works, including, but not limited to California Labor Code Sections 227, 1021, and 1720 through and including 1861, together with all applicable regulations (e.g. Title 8 California Code of Regulations, Section 16001 et. seq.). In addition to the requirements for payment of prevailing wages set forth in the Labor Compliance Manual, this Contract, if federally funded, is also subject to payment of prevailing wages under federal law by the Davis Bacon Act, as determined by the US Department of Labor. All pertinent federal and state statutes and regulations, including but not limited to those referred to above are hereby incorporated by reference into this document as though set forth in their entirety.

This Contract is also subject to the payment of a living wage, as set forth in the Living Wage Policy (LWP). Contractors under contract for the furnishing of service to or for Metro and that involve expenditures in excess of $25,000 and a contract term of at least three (3) months, shall comply with the provisions in the LW P.

In the event of a conflict between LACMTA's living wage, the prevailing wage under state law as determined by California authorities and the prevailing wage under federal law as determined by the U.S Department of Labor, the Contractor shall pay at minimum the highest of the three (3) wages.

Prevailing Wage Reporting System — LACMTA may require, at time of award, the Contractor to utilize LACMTA's online "Prevailing Wage Reporting System," in lieu of hard copy manual submittals, for the following documents:

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 Certified Payroll and other related documents if applicable  Project Labor Agreement related documents (if applicable)  Construction Careers Policy monthly reports and related documents (if applicable)
SP-43 SERVICE CONTRACT WORKER RETENTION POLICY (NOT

APPLICABLE)
This Contract may be subject to the Service Contract Worker Retention Policy ("SCWRP") which is incorporated herein by this reference. If applicable, Contractor must also comply with the SCWRP which requires that, unless specific exemptions apply, all employers under contracts that are primarily for the furnishing of services to or for the Los Angeles County Metropolitan Transportation Authority (Metro) and that involve an expenditure or receipt in excess of Twenty-Five Thousand Dollars ($25,000) and a contract term of at least three (3) months, shall provide retention by a successor contractor for a ninety-day (90-day) transition period of the employees who have been employed for the preceding twelve (12) months or more by the terminated contractor or subcontractor, if any, as provided for in the SCWRP. Metro has the authority, under appropriate circumstances, to terminate this Contract and otherwise pursue legal remedies that may be available if Metro determines that the subject contractor violated the provisions of the SCWRP.

SP-44 BUY AMERICA CERTIFICATION
A. Buy America Certification

1. As described in Regulatory Requirements Section RR-15 of this RFP, this Contract is subject to the "Buy America" statutory requirements of 49 USC §5323U) and regulatory requirements of 49 CFR Part 661, as may be amended from time to time. Proposer's attention is directed to 49 CFR §661.11, Rolling Stock Procurements. Proposer has the responsibility to comply with the above cited provisions and any other governing statutes and regulations, including official interpretations.

2. Proposers shall execute the appropriate "Buy America" certification in the Proposal Documents. Failure to do so will make the Proposal nonresponsive. The two signature blocks on the "Buy America" Certificate are mutually exclusive. Proposer shall sign only one signature block on the Certificate. Signing both signature blocks will make the Proposal non-responsive. Knowingly and willfully making a false certification is a criminal act under 18 USC §1001.

2.1 The Proposer who has submitted an incomplete "Buy America" certificate or incorrect certificate of non-compliance through inadvertent or clerical error (but not including failure to sign the certificate, submission of certificates of both compliance and LACMTA 17-113CO
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noncompliance, or failure to submit any certification), may submit to the FTA Chief Counsel within ten (10) Days of Proposal opening a written explanation of the circumstances surrounding the submission of the incomplete or incorrect certification in accordance with 28 USC §1746, sworn under penalty of perjury, stating that the submission resulted from inadvertent or clerical error. The Proposer will also submit evidence of intent, such as information about the origin of the product, invoices, or other working documents. The Proposer will simultaneously send a copy of this information to LACMTA.

2.2 The FTA Chief Counsel may request additional information from the Proposer, if necessary. LACMTA may not make Contract Award until the FTA Chief Counsel issues his/her determination, except as provided in 49 CFR Part 661.15(m).

2.3 Certification based on ignorance of proper application of the "Buy America” requirements is not an inadvertent or clerical error.

3. Any party may petition FTA to investigate a successful Proposer's compliance with the "Buy America" certification. The procedures are set out in 49 CFR Part 661.15. If FTA determines the evidence indicates noncompliance, FTA will require LACMTA to initiate an investigation. The successful Proposer has the burden of proof to establish compliance with its certification. If the successful Proposer fails to so demonstrate compliance, the successful Proposer will be required to substitute sufficient domestic materials without revision of the original Contract terms or increase in the Contract Price. A willful failure to comply with a certification will be a breach of the Contract and may lead to the initiation of debarment or suspension proceedings under 49 CFR Part 29.

B. Buy America Pre-Award and Post-Delivery Audit Requirements. a. Proposer/Supplier agrees to provide the information requested by LACMTA in order for LACMTA to meet the pre-Award and post- Delivery audit requirements of 49 USC. §5323(m) and 49 CFR Part 663.

2. Pre-Award Audit Requirements: If Proposer certifies compliance with Buy America as set forth in these Special Provisions, Proposer shall submit documentation which lists 1) component and subcomponent parts of the Vehicle, as defined by 49 CFR Part 661, to be purchased, identified by manufacturer of the part, its country of origin and cost; 2) the location of the final assembly point for the Vehicle; and 3) a description of the activities that will take place at the final assembly point and the cost of final assembly, in order to allow LACMTA to complete the pre-award audit. Proposer shall provide enough detail to LACMTA 17-113CO
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allow for the determination that all final assembly activities will be performed in the Contractor’s final assembly facility in the U.S. In addition, the Pre-Award Audit must include the Purchaser's Requirements Certification required under 49 CFR 663.27.

3. Post-Delivery Audit Requirements: If Proposer certifies compliance with Buy America as set forth in these Special Provisions, Proposer shall submit documentation which lists 1) component and subcomponent parts of the Vehicle purchased, as defined by 49 CFR Part 661, identified by manufacturer of the part, its country of origin and cost; 2) the actual location of the final assembly point for the Vehicle; and 3) a description of the activities that took place at the final assembly point and the cost of final assembly, in order to allow LACMTA to complete the post-Delivery audit. Proposer shall provide accurate records of all vehicle construction activities; and address how the construction and operation of the vehicles fulfills the contract specifications in enough detail to allow for the determination that all final assembly activities were performed in the Contractor’s final assembly facility in the U.S.

C. Buy America Compliance Reporting
The Contractor shall promptly report and provide enough details to LACMTA of any substitution / addition / deletion of supplier(s) that may impact Buy America domestic content proposed at the time of the Pre-Award audit.

Additionally, the Contractor shall report Buy America compliance status each month in the monthly progress report in a format approved by LACMTA.

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ATTACHMENT A: NEW BUS MANUFACTURING INSPECTION GUIDELINES This attachment was developed by the APTA Bus Equipment and Maintenance Committee and is intended as a guideline for use by transit systems (Agencies) and vehicle manufacturers (Contractors). Two lists are included to reflect the expectations of both the transit system and the vehicle manufacturer.

Pre-Building Phase
Bus Manufacturer’s Expectations Transit System’s Expectations

1. Contract/transit system inspectors must be
given all Contract documentation before
beginning the inspection process.

2. The bus manufacturer’s inspection process
should be reviewed at pre-production audit
meeting. Inspectors should be present and
understand the difference among various
manufacturing processes. At least one key
customer and manufacturer representative
who will follow the entire procurement from
start to finish should be present.

3. When change orders are required, they
need to be made as early in the process as
possible. If change orders have an impact on
the delivery schedule, consideration should
be given to a delivery schedule revision.

4. Transit system inspection forms should be
provided to manufacturers prior to the build
so that the manufacturers will know what
items the customer believes are critical. The
inspection forms should be provided to the
manufacturer after completion so that the
Defects to be corrected can be identified.

5. If the transit system requires sole-source
components, it should obtain assistance for
the first installation of new components.

6. The transit system should have a decision
maker at the pre-production audit meeting.

7. The transit system should make every effort
to inform manufacturers of what they want.

Hidden agenda items buried in the Contract
to not promote the cooperative environment
desired.

8. The parties should agree on what
necessitates a line shutdown before the build
begins.

1. Manufacturers should have a formal,
approved quality assurance (QA) program and
must adhere to the program. Any changes in
the approved program must be resubmitted to
the transit system for approval.

2. At the pre-production audit meeting with the
transit system:
•Representatives from contracts,
engineering, quality and production
should be represented.
•Manufacturers should ensure good
communication among their
departments regarding Contract
requirements.
•A formal sales release must be ready for
review at the meeting, and a final sales
release must be ready before
production.
•Manufacturers should not use the
meeting to sell parts.
•Manufacturers should supply test
information and other documents
required to meet expectations.

3. Manufacturers should have application and
installation approvals from Suppliers whenever
possible. On installations of new major
components, the sub-Supplier must be present
at initial production.

4. Manufacturers should read and understand
the specification prior to bid. Specification
clarifications should be made during the
approved equals process. Ask the appropriate
questions at pre-bid meetings.

5. The manufacturer’s service representative
should be involved with the pre-production
audit meeting and initial production, and/or at
final acceptance.

6. Prior to build, the manufacturer should be
able to provide the transit system a complete
Bill of Materials for the buses to be built.

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Process During Building Phase
Bus Manufacturer’s Expectations Transit System’s Expectations

1. One person should be the primary inspector
from start to finish. The primary inspector
should be included in the design review
process and pre-production meetings. The
rotation of personnel with different
expectations and standards causes
difficulties. The first or second bus should
stay at the manufacturer’s location as a
quality standard and be delivered last.

2. An adequate number of experienced
inspectors should be available to prevent
production line movement delays.

3. Inspectors should be available to support the
manufacturing effort Monday through Friday,
consistent with the manufacturer’s production
personnel hours.

4. Inspection should be conducted in a
cooperative, professional manner. The
inspector must want to solve problems.

5. Only one person should be able to make stop
ship calls, and the reason for the stop ship
must be immediately available. The stop ship
should be in writing.

6. Problems identified should be brought to the
attention of the manufacturer at the stage
when they occur rather than at a future stage
or when the vehicle is complete.

1. The resident inspector should have access to
a complete set of engineering drawings and
documents for the bus being built.

Engineering or manufacturing changes must
be formally documented and included in
documents provided to transit systems.

2. Manufacturers should maintain the build
schedule if possible. Changes in the build
schedule and requests for overtime and
weekend Work must be communicated as
early as possible.

3. Buses that are not ready or complete should
not be presented for final inspection.

4. Manufacturers should have a formal
internal/external communications process and
feedback for inspection problems and
resolutions. Manufacturers should provide
early resolution of problems identified by
inspectors. QA procedures must be revised to
reflect problem corrections.

5. The attitude of manufacturers and QA
personnel is important; remember who the
customer is. However, there must be mutual
respect.

6. The transit system is not responsible for
redesigning the bus, correcting problems or
providing manufacturing quality. It audits only.

Manufacturers should not need a learning
period to determine acceptable quality
standards.

7. Buses should be identical and
interchangeable within an order unless
provided by the transit system.

8. Inspection Work should be spread evenly
during the workday to the extent possible.

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Post-Building Phase
Bus Manufacturer’s
Expectations
Transit System’s
Expectations

1. To ensure prompt payment, the transit
system should increase the rate of the final
acceptance process.

2. The on-property final acceptance inspection
should be primarily for shipping damage and
Defects that occur during shipment. It should
not be a complete vehicle inspection with
criteria different from those used at the plant.

1. Defects noted at the property final inspection
should be repaired in a timely and acceptable
manner.

Left Intentionally Blank
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ATTACHMENT B – FAITHFUL PERFORMANCE BOND

LOS ANGELES COUNTY

METROPOLITAN TRANSPORTATION AUTHORITY
CONTRACT NO. OP28367-000
FORTY-FOOT (40’) LOW FLOOR CNG TRANSIT VEHICLES

PERFORMANCE BOND
WHEREAS the Los Angeles County Metropolitan Transportation Authority ("LACMTA") has awarded to ELDORADO NATIONAL (CALIFORNIA), INC. ("Principal"), Contract No.

OP28367-000, for Forty-Foot (40’) Low Floor CNG Transit Vehicles. And WHEREAS Principal is required under the terms of the Contract to furnish a Bond for the faithful performance of the Contract;
NOW, THEREFORE, we ELDORADO NATIONAL (CALIFORNIA), INC., as Principal, and ("Surety"), as Surety, are held and firmly bound unto LACMTA in the sum of fifteen percent (15%) of the Not to Exceed (NTE) Contract value, in lawful money of the United States of America, for payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severably, firmly by these presents. In case suit is brought upon this Bond, Surety shall pay reasonable attorneys' fees to LACMTA in an amount to be fixed by the court. In no event shall the surety be liable under this Bond for an amount greater than the aggregate penal sum designated in this paragraph.

The condition of this obligation is such that, if the hereby-bonded Principal or its heirs, executors, administrators, successors, assigns, or Subcontractors shall in all things stand to and abide by and well and truly keep and perform all the undertakings, terms, covenants, conditions, and agreements in the Contract and any alteration thereof, made as therein provided, all within the time and in the manner therein-designated and in all respects according to their true intent and meaning, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect.

Further, Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration, or modification of the Contract, or of the Goods to be furnished thereunder, shall in any way affect its obligations under this Bond, and it does hereby waive notice of any such change, extension of time, alteration, or modification of the Contract or of the Goods and Technical Services to be performed thereunder.

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IN WITNESS WHEREOF, three identical counterparts of this instrument, each of which shall for all purposes be deemed an original hereof, have been duly executed by Principal and Surety named herein, on the _____________ day of _________________ 20__, the name and corporate seal of each corporate party being hereto affixed and these presents duly signed by its undersigned representative pursuant to authority of its governing body.

By:
(Principal)
By:
(Surety)
By:

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ATTACHMENT C – ASSIGNMENT AGREEMENT

ASSIGNMENT TO PURCHASE AGREEMENT
Los Angeles County Metropolitan Transportation Authority of Los Angeles, California, “Assignor”, hereby assigns to ________________________ of ___________________, “Assignee”, to purchase from of, “Seller”,
___________________________ floor transit Vehicles at a price and under the terms and conditions contained in Assignor’s Contract No OP28367-000, dated with Seller (“Contract”).

Contract OP28367-000 commenced, per terms of Contract, on , and any unused buses may be assigned at any time on or before .

With respect to Vehicles assigned hereunder and this Assignment, Assignee agrees to perform all covenants, conditions and obligations required of Assignor under said Contract and agrees to defend, indemnify and hold Assignor harmless from any liability or obligation under said Contract. Assignee further agrees to hold Assignor harmless from any deficiency or defect in the legality or enforcement of the terms of said Contract or option to purchase thereunder.

Assignee agrees and understands that Assignor is not acting as a broker or agent in this transaction and is not representing Seller or Assignee, but rather is acting as a principle in assigning its interest in the above-referenced option to purchase the Vehicles under the Contract to Assignee.

Dated this _____ day of _____________, 201_
_____________________________ ____________________________ Assignor Assignee
I hereby accept and approve the terms of this agreement and agree to hold Assignor harmless from any further liability or obligation under our agreement. __________________________________
Seller

END OF SPECIAL PROVISIONS
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GENERAL CONDITIONS (SERVICES)
Note: * = Flow-down requirement as defined in the Article entitled SUBCONTRACTORS AND SUPPLIERS herein
GC-01 GLOSSARY OF TERMS*
GC-01-A Abbreviations And Symbols
ADR Alternative Disputes Resolution
Cal-OSHA California Occupational Safety and Health Administration CEO Chief Executive Officer
CFR
DVBE
Code of Federal Regulations
Disabled Veteran Business Enterprise
EPA United States Environmental Protection Agency
FAR Federal Acquisition Regulations
FTA Federal Transit Administration
GEC General Engineering Consultant
Metro Los Angeles County Metropolitan Transportation Authority NTE Not-to-Exceed
OSHA United States Department of Labor, Occupational Safety and Health Administration, and Occupational Safety and Health Act PUC Public Utilities Code, State of California
RFC Request for Change
SBE Small Business Enterprise
USC United States Code
GC-01-B Definitions
Acceptance Documentation prepared by Metro or its Authorized Representative attesting to the completion of all of
the Services or Work under the Contract or a CWO
or a specified portion thereof.

Alternative Disputes
Resolution:

Means for settling a disputed claim which may
include arbitration, mediation or other recognized
means for settling a dispute.

Amendment: A document mutually agreed to by the Parties modifying the Contract.

Approve: To confirm documents presented by and/or actions of the Contractor related to the Work under the
Contract or CWO.

Assessment: A cost imposed on the Contractor for non-
compliance with certain contractual requirements.

Authorized
Representative:

Person or firm empowered to act for or in the place
of the named business or governmental entity.

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Chief Executive Officer: The Chief Executive Officer (CEO) of Metro.

Claim: A written demand by one of the Contracting Parties for:

1. Time extension; and/or

2. Payment of money.

Consultant One that provides Services or Work to Metro, also defined as the Contractor.

Consultant Change
Notice (CCN):

A document issued by Metro to the Contractor
detailing a proposed change to the Contract or
CWO.

Contract: Written agreement executed by Metro and the
Contractor which sets forth the rights and
obligations of the parties in connection with the
Services and Work, and which includes the
Contract Documents.

Contract Work Order
(CWO):

The document issued by Metro for each separate
assignment detailing the Scope of Work, price and
completion time.

CWO Period of
Performance:

The total time period allowed for completion of the
Work, including all authorized time extensions, as
specified in each CWO.

CWO Price: The not-to-exceed amount agreed to by the Parties to perform the Scope of Work.

Contracting Officer: The CEO or a designated representative who is authorized and empowered to execute contracts,
contract amendments, CWOs, CWO Revisions,
WACNs, and agreements on behalf of Metro.

Contractor: The individual, firm, partnership, corporation, joint venture or combination thereof, referred to
throughout the Contract in the singular and by the
neuter term "it", that has entered into the Contract
with Metro.

Cure Notice: Written notice from Metro to the Contractor to correct Work performed not in conformance with
the Contract or CWO.

Days: Unless otherwise stated, "days" shall mean
calendar days. When a required submittal falls on
a non-business day, submittal shall be on the next
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business day.

Design Professional
(DP):

A person licensed as an architect, registered as a
professional engineer, licensed as a land surveyor
or otherwise licensed or registered in a professional
discipline pursuant to the laws of the State of
California.

DVBE: Disabled Veteran Business Enterprise (DVBE): A
business enterprise certified by the State of
California’s Department of General Services (DGS)
and is 51% owned by one or more disabled
veterans, whose daily business operations are
managed and controlled by one or more disabled
veterans.

Goods: Equipment, material and/or products required to
perform the Services. Goods may be furnished by
Metro or required to be furnished by the Contractor.

Government Entity Any federal, state, or local government and any political subdivision or any governmental, quasi-
governmental, judicial, public or statutory
instrumentality, administrative agency, authority,
body or entity other than Metro.

Home Office: The home office(s) of the Contractor’s firm.

Invoice: A request for payment for Work performed.

Milestone: An established event or occurrence that is
associated with the Schedule as defined in the
Contract or CWO.

Modification Any written addition, deletion, adjustment or alteration to the Contract, whether arising out of the
unilateral exercise by the MAT of any right under
the Contract, or by mutual agreement/action
executed by the Parties. A Modification may be
unilateral or bilateral, and includes Change Orders,
adjustments in quantities, extensions of time,
administrative changes and adjustments, and all
other actions and events that result in an alteration,
correction or adjustment of the Total Contract Price
or Time, any Contract term or process, or any other
obligation of either Party.

Metro or MTA The Los Angeles County Metropolitan
Transportation Metro (Metro) or its successor, or
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any successor in interest, or its Authorized
Representative.

Notice of Termination: Written notice from Metro to the Contractor terminating the Contract or/CWO, or a portion
thereof, either for convenience of Metro or for
default due to the Contractor's failure to perform its
contractual obligations.

Payment Application: A request for payment for Work performed.

Parties: Metro and the person(s), governmental entities, or business entities entering into the Contract.

Period of Performance: The total time period allowed for completion of all Services or Work under the Contract or CWO, as
specified in the Form of Contract or CWO.

Prime Design
Professional (PDP):

A design professional with a written Contract
directly with Metro.

Program: Existing and planned rail transit system that is and will be operated by Metro.

Project: A portion of Metro Transit System as defined in the Form of Contract
Provide: In reference to Work to be performed by the
Contractor, "provide" means to perform Work in
accordance with the Scope of Services and the
Scope of Work.

Request for Change
(RFC):

A document issued by the Contractor to Metro
detailing a proposed change to the Contract or
CWO.

Request for Substitution: Goods, service(s), or system(s) that the Contractor requests to use in lieu of that specified in the
Contract.

Revision: A document issued by Metro to the Contractor or mutually agreed to by the Parties modifying the
Contract or CWO.

SBE: Small Business Enterprise (SBE):

A small business that is 55 percent owned and
controlled by one or more economically
disadvantaged individuals; and whose
management and daily business operations are
controlled by one or more economically
disadvantaged individual who owns it.

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Schedule: A time phased Project execution plan that identifies all activities necessary to implement a given Project
in a logical time phased manner. The Contract or
CWO Schedule provides the start and completion
date of each activity and its Milestones. The Project
Schedule shall include the Milestones for the entire
Project.

Scope of Services
(Services):

Description of the sum total of productive and
operative efforts used to generate the results
specified, indicated, or implied in the Contract,
including all technical and professional services,
and Goods used during all related activities
whether originally or subsequently Scheduled.

Scope of Work: Description of the Work to be provided by the Contractor under the Contract or CWO.

Special Provisions: Requirements applicable to the Contract that invoke, modify, and/or supplement the General
Conditions
State: The State of California.

Sub-consultant Design
Professional (SDP):

Design professional hired by a prime design
professional.

Subcontractor: Any individual, firm, partnership, corporation, joint venture or combination thereof, other than
employees of the Contractor, that enters into a
legal agreement with the Contractor to furnish
Work, labor or Goods as a portion of the Work.

Unless otherwise specified, Subcontractors
includes Subcontractors of any tier.

Supplier: Any individual, firm, partnership, corporation, joint venture, or combination thereof, other than
employees of the Contractor, or Subcontractor that
enters into a legal agreement with the Contractor
and that manufacturers, distributes or furnishes
tangible Goods as a portion of the Work, with Work
usually limited to delivery and/or required testing.

Technical Review: A technical quality and progress audit including, but not limited to, a check of budget versus expenses
to date, technical progress, quality of work,
Schedule assessment and a measurement of
design hours per drawing, review of adherence to
policies and procedures and safety requirements.

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Total Contract Price
(TCP):

The total compensation approved by Metro’s
governing board to be paid to the Contractor in
accordance with the terms of the Contract (and
Amendments thereto).

Transit System: The entire fixed guideway rail transportation system, including right-of-way, pavement, tracks,
structures, equipment appurtenances, and all other
related property of Metro.

Work: The sum of all activities, Services and Deliverables, to be accomplished under the Contract or CWO.

Worksite: The location where the Contractor's Work will be performed as defined in the Contract or CWO(s).

The term may include the location of work
performed by others (i.e., the construction site of a
Project).

GC-02 INTERPRETATION*
GC-02-A Information

1. Furnished By Metro:

Upon request by the Contractor, Metro shall furnish the Contractor any general information and data readily available to Metro or those under contract to Metro, which the Contractor determines, may be of use to the Contractor in the performance of the Work. Metro shall rely upon the Contractor to determine which of the general information and data readily available to Metro the Contractor requires for the performance of the Work hereunder. Metro makes no representations with respect to the reliability, accuracy, or completeness of any information or data it may furnish hereunder. The Contractor is entitled to rely on the information or data to the extent a professional engineer believes it is appropriate to do so. The Contractor is expected to apply its professional judgment and seek any clarification it deems necessary.

2. Furnished by Others:

The Contractor is to obtain, utilizing its own personnel, any required information that has been developed by other public or private agencies or companies that are not under contract to Metro. The Contractor is to apply its professional judgment as to the reliability of the information or data for the purpose for which the Contractor intends on utilizing such information or data.

GC-03 PRECEDENCE OF CONTRACT DOCUMENTS
See Form of Contract Article 1
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GC-04 CONTRACT DOCUMENTS
GC-04-A Explanations
Should it appear that the Work to be performed or any relative matters are not sufficiently detailed or explained in the Contract, the Contractor shall request in writing from Metro a written explanation as may be necessary and shall conform to the explanation given.

GC-04-B Omissions And Misdescriptions

1. The Contractor shall carefully study the Contract; shall verify all figures in the Contract Documents before performing the Work; shall promptly notify Metro of all errors, inconsistencies, and/or omissions that it discovers; and, in instances where such non-conformities are discovered, shall obtain specific instructions in writing from Metro before Contractor's proceeding with the Work. Any Work affected that is performed prior to Metro’s decision shall be at the Contractor's risk. The Contractor shall not take advantage of any apparent non-conformity that may be found in the Contract. Metro shall be entitled to make such corrections therein and interpretations thereof as it may deem necessary for the fulfillment of the intent of the Contract. Omissions or misdescription of any Work that are manifestly necessary to carry out the intent of the Contract, or that are customarily performed, shall not relieve the Contractor from performing such Work at no additional expense and/or delay, and such Work shall be performed as if fully and correctly set forth in the Contract.

2. Terms
Where the terms "as indicated" and "as detailed," or words of similar import are used by themselves, it shall be understood that reference is made to the Technical Specifications or other technical documents provided by Metro, or Contract drawings unless otherwise expressly stated. "Directed," "required," "permitted," "ordered," "designated," "selected," "approve," "accept," "satisfactory," "equal,", "necessary," or words of like import shall be understood to require an identifiable action by Metro unless otherwise expressly stated.

3. References within the Contract
References to Articles and Subarticles herein are made by citing the Title of the Articles only, e.g., a reference to this particular paragraph would be phased "in the Article entitled ‘INTERPRETATION,’ which would necessarily be inclusive of all other paragraphs in this Article. However, where a reference is made to other paragraphs within the same Article, the reference is made as in the preceding sentence, i.e., "in this Article." References to other Sections of the Contract are made by citing the title of the Section.

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GC-05 AUTHORITY OF THE CONTRACTING OFFICER
Metro has the final approval in all matters relating to or affecting the Work.

Except as expressly specified in the Contract, the Contracting Officer may exercise any powers, rights, and/or privileges that have been lawfully delegated by Metro. Metro shall inform Contractor in writing of delegations given by it to the Contracting Officer. Nothing in the Contract shall be construed to bind Metro for acts of its employees and Authorized Representatives that exceed the delegation of Metro specified herein.

GC-06 METRO’S TECHNICAL REPRESENTATIVE (PROJECT MANAGER) Metro shall provide a Project Manager and/or a technical representative for all technical aspects related to the performance of the Contract. The Contractor shall make such oral or written reports to Metro's technical representative with an information copy to Metro's Contract Administrator as may be requested by Metro or as specifically required by the Contract. ALL CONTRACTUAL MATTERS

SHALL BE ADDRESSED TO THE DESIGNATED CONTRACT
ADMINISTRATOR.

GC-07 INDEPENDENT CONTRACTOR
The Contractor represents that it is fully experienced and properly qualified to perform the class of Work required for the Contract and that it is properly licensed, equipped, organized, and financed to perform the Work. The Contractor shall be an independent contractor. The Contractor is not an agent of Metro in the performance of the Contract, and shall maintain complete control over its employees and its Subcontractors and Suppliers of any tier. Nothing contained in the Contract or any Subcontract awarded by the Contractor shall create any contractual relationship between any Subcontractor and Metro. The Contractor shall perform the Work in accordance with its own methods, in compliance with the terms of the Contract.

Metro reserves the right of prior approval of all subcontractors and retains the right to request Contractor to terminate any subcontractor, for any reason deemed appropriate by Metro, by so notifying Contractor in writing. Should said notification be submitted to Contractor, it shall terminate said subcontractor immediately.

GC-08 ORGANIZATIONAL AND KEY PERSONNEL
A. Before starting any Work, the Contractor shall submit for Metro review and acceptance, an organization chart showing the proposed organization established by the Contractor for the performance of the Work, including:

1. Lines of authority, responsibility, and communication;

2. Office organizations, if any; and

3. Names, titles, and functions of all supervisory and other key personnel.

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B. The Contractor's Project Manager shall supervise and direct the Work, and have overall responsibility for the Work in accordance with the Contract. The Contractor shall be solely responsible for implementation of all Work, means, methods, techniques, sequences, and procedures and for coordination of all portions of the Work under the Contract.

C. The Contractor shall not reassign such key personnel to other projects without Metro's prior written approval and until a satisfactory replacement has been approved by Metro. The Contractor shall secure the prior written approval of Metro for any change or reassignment of the key personnel, submitting written documentation of the new individuals' qualifications.

D. If Metro provides office space to the Contractor, or requires Contractor to locate its office space in a specific location, then at all times during the performance of Work hereunder, only related Work shall be performed in such office space and Contractor shall not use such office space to perform non-Contract related work.

GC-09 SUBCONTRACTORS AND SUPPLIERS*
GC-09-A Documentation And Acceptance
The Contractor shall submit a copy of all executed subcontracts at any time within fourteen (14) days of execution regardless of value to Metro for fulfillment of the (DBE), (SBE/DVBE) commitments, and a copy of insurance certificates in accordance with the Exhibit to the Form of Contract entitled INSURANCE REQUIREMENTS. Failure to submit subcontracts and certificates within the required time period will result in the Subcontractor’s not being permitted to perform Work on the Project.

GC-09-B Performance Of Work
The Contractor shall:

1. Be responsible to Metro for all acts and omissions of its own personnel, and of Subcontractors, Suppliers and their employees; and

2. Be responsible for coordinating the Work performed by Subcontractors and Suppliers.

Should a portion of the subcontracted Work not be performed in accordance with the terms of the Contract, or if a Subcontractor commits or omits any act that would constitute a breach of the Contract, the Subcontractor shall be replaced and shall not again be employed on the Program.

GC-09-C Acceptance Of Substitution Of Subcontractor

1. The Contractor shall notify Metro in writing of any proposal to substitute a Subcontractor in place of a Subcontractor listed in the Contractor's Qualification/Proposal. Prior to such substitution the Contractor shall secure METRO 17-113CO
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the acceptance of Metro. The Contractor shall submit the following information in a form similar to that contained in the Contractor's original Qualification/Proposal.
a. Name of Subcontractor
b. Location and Phone Number of Place of Business
c. Contact Person
d. Subcontractor's License(s) number and expiration date (if applicable) e. Current Metro Contract Compliance Certification Status (if applicable) f. The portion of the Services that will be performed by each Subcontractor.

Metro will promptly initiate a review of the information submitted on each Subcontractor and transmit written notification to the Contractor concerning its decision.

2. Metro shall not be responsible for delays incurred by the Contractor because of a timely disapproval by Metro of a Subcontractor proposed by the Contractor, or for the late submittal for acceptance of a Subcontractor to Metro, or because of a Subcontractor's removal from the performance of the Work.

3. The Contractor shall not do any of the following without the prior written consent of Metro:
a. replace any previously accepted Subcontractor;
b. permit any previously accepted Subcontract to be assigned or transferred; and/or

4. However, the Contractor may perform the Work itself with qualified personnel, provided written permission is obtained from Metro prior to performance of the Work.

GC-09-D Flow-Down Requirements

1. The Contractor shall incorporate the following into each Subcontract and require insertion of same into all lower-tier Subcontracts:

2. All Articles, Subarticles or portions of the Contract noted by a star (*) shall be included in all Subcontracts of any tier.

3. All provisions required by law, regulation, rule, or the Contract shall apply to subcontracts and shall apply to all subcontracts of any tier.

4. By virtue of signing the subcontract, the following apply:

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a. The Subcontractor acknowledges and agrees that all Work being performed by it under the subcontract shall be performed in accordance with the Contractor's Contract with Metro.
b. The Subcontractor agrees that it shall have the same duties and obligations to the Contractor with respect to its performance of its own Work as the Contractor has to Metro under its Contract. c. The Contractor and the Subcontractor agree that Metro is the third party beneficiary of the Subcontract and shall have the right to enforce all of the terms of the Subcontract for its own benefit. All guarantees and warranties, express or implied, shall inure to the benefit of both Metro and the Contractor during the performance of the Work; upon final completion of the Work, such guarantees and warranties shall inure to the benefit of Metro.

The Contractor and the Subcontractor agree that nothing contained in the Subcontract shall be deemed to create any privity of the Contract between Metro and the Subcontractor, nor does it create any duties, obligations, or liabilities on the part of Metro to the Subcontractor except those allowed under California Law. In the event of any claim or dispute arising under the subcontract and/or the Contractor's Contract with Metro, the Subcontractor shall look only to the Contractor for any payment, redress, relief, or other satisfaction. The Subcontractor hereby waives any claim or cause of action against Metro arising out of the subcontract.

GC-09-E This Article does not and shall not operate to relieve the Contractor of any duty or liability under the Contract nor does it create any duty or liability on the part of Metro. The Contractor shall have sole responsibility for promptly settling any disputes between its Subcontractors and between the Subcontractors and any of their Subcontractors.

GC-09-F No Subcontractor shall be permitted to perform the Work under the Contract until it, or the Contractor, has supplied satisfactory evidence of required insurance to Metro, in compliance with the Exhibit to the Form of Contract entitled INSURANCE REQUIREMENTS.

GC-10 PERMITS
Except for any permits furnished by Metro, the Contractor shall be fully responsible for identifying and obtaining, at its own expense, all necessary licenses and permits required for the timely prosecution of the Work.

The Contractor acknowledges that prior to entering into the Contract or any CWO it familiarized itself with the requirements of all applicable federal, state, county, and municipal laws, codes, rules, and regulations, as well as the conditions of any required licenses and permits, in effect at time of execution of the Contract or issuance of any CWO. The Contractor shall be responsible for complying with all of the foregoing, at its sole expense and without any increase in the TCP or CWO Price or Contract or CWO Period of Performance set forth in the Form of Contract or CWO on account of such compliance, regardless of whether such METRO 17-113CO
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compliance would require additional labor, equipment, or Goods not expressly stated in the Contract or CWO.

GC-11 GOODS*
GC-11-A The Contractor shall furnish all Goods required to complete the Work, except those designated to be furnished by Metro. Unless otherwise indicated in the Contract or CWO, Goods incorporated into the Work shall be new, of good quality, and of the grade specified for the purpose intended. Unless otherwise specifically stated, reference to Goods or patented processes by trade name, make, or catalog number shall be regarded only as a means of establishing a standard of quality; such references shall not be construed as limiting competition. The Contractor may, at its option, use any Goods or process that is equivalent to that named subject to the prior written acceptance by Metro. Metro shall be the sole judge of the quality and suitability of proposed alternative Goods or processes subject to the right of Metro to accept or reject such alternative.

GC-11-B Any Goods that may be purchased under the Contract shall be transported, handled, and stored by the Contractor in a manner that shall ensure the preservation of their quality, appearance, and fitness for the Work. All Goods shall also be stored in a manner that facilitates inspection.

GC-12 STANDARDS OF PERFORMANCE*
GC-12-A The Contractor shall perform and require its Subcontractors to perform the Work in accordance with the requirements of the Contract and in accordance with professional standards of skill, care, and diligence adhered to by firms recognized for their expertise, experience and knowledge in performing Work of a similar nature. The Contractor shall be responsible for the professional quality, technical accuracy, completeness, and coordination of the Work, it being understood that Metro will be relying upon such professional quality, accuracy, completeness, and coordination in utilizing the Work. The foregoing obligations and standards shall constitute the "Standard of Performance" for purposes of the Contract.

GC-12-B Contractor hereby represents that it has made the necessary commitment, that it possesses the necessary professional capabilities, qualifications, licenses, skilled personnel, experience, expertise, and financial resources, and it has available or will make the necessary equipment, materials, tools, and facilities to perform the Work in an efficient, professional, and timely manner in accordance with the terms and conditions of the Contract.

GC-12-C All personnel shall have sufficient skill and experience to perform the work assigned to them. Contractor shall ensure that any individual performing work under the Contract requiring a California license shall possess the appropriate license required by the State of California. All personnel shall have sufficient skill and experience to perform the Work assigned to them.

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standards, Metro shall report such deficiencies in writing to the Contractor. Metro thereafter may:

1. Have the Contractor re-perform such Work at the Contractor’s own expense; or

2. Have such Work performed in accordance with the Article entitled TERMINATION FOR DEFAULT herein, by others and the costs thereof charged to and collected from the Contractor.

GC-12-E Corrected or re-performed Work shall be subject to the above standards of performance.

GC-12-F The Contractor shall provide such specific standards of performance as may be set forth in individual CWOs as agreed to by the parties. If parties cannot agree Metro shall unilaterally establish them.

GC-12-G Metro shall have the right, in its absolute discretion, to require the removal of Contractor’s personnel at any level assigned to the performance of the Services or Work, if Metro considers such removal necessary in the best interests of the Program and requests such removal in writing. Such personnel shall be promptly removed from the Project by the Contractor at no cost or expense to Metro.

Further, an employee who is removed from the Project for any reason shall not be re-employed on the Program.

GC-13 UNAUTHORIZED ACTIONS*
Any action taken by the Contractor or its Subcontractors not in conformance with the terms and conditions of the Contract will be considered as unauthorized and at the sole expense of the Contractor. Contractor or its Subcontractors will not be compensated for any actions deemed by Metro to be unauthorized. No extensions of time will be granted under the Contract or CWO due to unauthorized actions.

No Metro employee or officer, except the Contracting Officer, may authorize any Amendments to the Contract, issue a CWO or make Revisions to CWOs.

GC-14 PERIOD OF PERFORMANCE
A. Neither party hereto shall be considered in default in the performance of its obligations with respect to schedule, to the extent that the performance of any such obligation is prevented or delayed by an excusable delay. Should Contractor's Work be delayed by an excusable cause, Contractor's schedule for completion of tasks affected by such delay may be extended. Excusable delays may include, but are not limited to, Acts of God or acts or failures to act of government agencies or Metro in either their sovereign or contractual capacities; fires, floods, earthquakes, epidemics, quarantine restrictions, strikes, civil disturbance; but, in every case, the failure to perform must be reasonably beyond the control, and without the fault or negligence of the Contractor.

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B. Within 30 days after the last day of delay, the Contractor shall furnish Metro with detailed information concerning the circumstances of the delay, the number of days actually delayed, the appropriate Contract references, and the measures taken to prevent or minimize the delay. Failure to submit such information shall be sufficient cause for denying the delay claim.

GC-15 INSPECTION OF WORK (ACCEPTANCE)*
GC-15-A Metro reserves the right to inspect all and every part of the Work at any time during the performance and after completion, at its discretion.

GC-15-B If the Work or any parts thereof have not been performed in accordance with the Contract, the Contractor will be notified in writing that such Work is rejected.

Thereupon, the Contractor shall take the necessary corrective action. Metro shall not be obligated to make any inspections, however, and neither the inspection of the Work, nor the lack thereof, shall relieve the Contractor of its responsibility for performing and providing the Work in accordance with the terms of the Contract.

GC-15-C Metro shall not be deemed to have accepted the Contractor's performance of the Work unless Metro or its designated representative has given written notice of final acceptance of the Work to the Contractor. No payment in whole or in part shall be construed to be an acceptance of the Work.

GC-15-D Metro shall have access, at all reasonable times, to the Contractor's calculations, supporting materials, data, and information concerning the Work, including computer programs and printouts, which Metro determines are required to review the Work properly and expeditiously. The Contractor shall furnish sufficient and convenient facilities for such inspection and review, and shall grant Metro's designated representatives free access at all reasonable times to all locations where the Work is performed.

GC-15-E Prior to the release of Work or issuance of a CWO, Metro and the Contractor shall determine which required reports will be submitted to Metro in draft form before final submission of the report.

GC-16 FINAL ACCEPTANCE*
GC-16-A Final Acceptance Of Work
When the Contractor determines that all Work as authorized in the Contract or CWO is fully completed including all required submissions and deliveries to Metro specified in the Contract or CWO, the Contractor shall give Metro a written Request for final Contract or CWO Acceptance within ten (10) working days thereafter, specifying that the Work is completed and the date on which it was completed. Within ten (10) days after the receipt of the Request for Final Contract or CWO Acceptance, Metro will commence a final review of the Work and, within 60 days will either:

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1. Give the Contractor a final Contract/CWO Acceptance; or

2. Advise the Contractor in writing of any outstanding item or items which must be furnished, completed or corrected at the Contractor’s cost.

Upon submittal of the request for final Contract/CWO Acceptance, the Contractor shall make no additional charges for Work under the Contract/ CWO. Metro shall not pay for any additional charges or be liable for any costs incurred after the date of receipt of the request for final Contract/CWO Acceptance of Contract/CWO Work.

This procedure shall comply with Metro’s procedure entitled Services Contract Close-out in effect at the time of the request for Final Acceptance and shall be repeated until such time as Metro is satisfied that GC-17-B Final Acceptance of

CONTRACT
GC-16-B Final Acceptance Of Contract
When Metro determines that all Work authorized under the Contract has been completed and Metro requires no further work from Contractor, or the Contract is otherwise terminated or expires in accordance with the terms of the Contract, Metro shall give the Contractor written notice that the Contract will be closed out.

Contractor shall submit all outstanding Billings, Work submittals, Deliverables, reports or similarly related documents as required under the Contract and any CWO, within ninety (90) days of receipt of notice of Contract close-out. Upon Metro’s receipt of Contractor’s submittals under this Article, Metro shall commence a closeout audit of the Contract within one hundred twenty (120) days after final submission of the last Contractor’s or Subcontractor’s overhead rates and will either:

1. Give the Contractor final Contract acceptance; or

2. Advise the Contractor in writing of any outstanding item or items which must be furnished, completed or corrected at the Contractor’s cost.

This procedure shall comply with Metro’s procedure entitled Services Contract Close-out.Notwithstanding the final Contract/CWO Acceptance the Contractor will not be relieved of its obligations hereunder, nor will the Contractor be relieved of its obligations to complete any portions of the Work, the non-completion of which were not disclosed to Metro (regardless of whether such nondisclosures were fraudulent, negligent, or otherwise); and the Contractor shall remain obligated under all those provisions of the Contract which expressly or by their nature extend beyond and survive final Contract and/or CWO Acceptance.

GC-16-C Any failure by Metro to reject the Work or to reject the Contractor's Request for final Contract or CWO Acceptance as set forth above, shall not be deemed to be Acceptance of the Work by Metro for any purpose nor imply Acceptance of, or agreement with, the Contractor's Request for final Contract and/or CWO Acceptance.

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GC-17 SAFETY*
GC-17-A The Contractor shall at all times conduct its operations in such a manner as to avoid risk of bodily harm to persons or damage to property. The Contractor shall promptly take all reasonable precautions to safeguard against such risks and shall make regular safety inspections of its operations. The Contractor shall be solely responsible for the discovery, determination and correction of any unsafe conditions caused by the Contractor‘s performance of the Work.

GC-17-B In addition, the Contractor shall comply with all applicable safety laws, standards, codes, rules, and regulations, including any safety program established by Metro.

The Contractor shall cooperate and coordinate with Metro and with other Metro Contractors on safety matters and shall promptly comply with any specific safety instructions or directions given to the Contractor by Metro. Notwithstanding, the construction contractor shall remain responsible for the construction site safety.

GC-17-C The Contractor shall inform its personnel of Metro safety practices and the requirements of Metro's safety program. If any of the Contractor's personnel are required to visit any Worksites, the Contractor shall furnish suitable safety equipment and enforce the use of such equipment by those personnel.

GC-18 WARRANTY*
The Contractor warrants that all Work shall be in accordance with the Contract and shall comply with the Standard of Performance for a period of one year from final acceptance of the Work. In the event of breach of this warranty, the Contractor shall take the necessary actions to correct the breach and the consequences thereof, at the Contractor's sole expense, in the most expeditious manner as permitted by existing circumstances. If the Contractor does not promptly take steps to correct the breach upon notification thereof by Metro, Metro without waiving any other rights or remedies it may have at law or otherwise, may do so or cause others to do so, and the Contractor shall promptly reimburse Metro for all expenses and costs incurred in connection therewith.

GC-19 RIGHTS IN PROPERTY*
GC-19-A Title

1. All property purchased by the Contractor for Metro, shall be hereinafter referred to as Metro Property. Title to Metro Property shall pass to and vest in Metro upon the vendor's delivery and acceptance of such property by the Contractor.

2. Title to Metro Property shall not be affected by its incorporation into or attachment to any property not owned by Metro, nor shall Metro Property become a fixture or lose its identity as personal property by being attached to any real property.

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encumbrances. The Contractor shall not pledge or otherwise encumber the items in any manner that would result in any lien, security interest, charge, and/or claim upon or against said items.

4. The Contractor shall promptly execute, acknowledge, and deliver to Metro proper bills of sale or other written instruments of title in a form as required by Metro; said instruments shall convey to Metro title to material free and clear of debts, claims, liens, mortgages, taxes, and/or encumbrances.

GC-19-B Metro Property shall be used only for performing Work on the Contract or CWO, unless otherwise provided in the Contract or approved by Metro's Contract Administrator.

GC-19-C PROPERTY ADMINISTRATION

1. The Contractor shall be responsible and accountable for all Metro Property provided under the Contract and shall submit an inventory list, or revised list, in a form acceptable to Metro's Contract Administrator within thirty (30) days of acquisition of Metro Property.

2. The Contractor shall establish and maintain a program for the use, maintenance, repair, protection, and preservation of Metro Property in accordance with sound business practice.

3. If damage occurs to Metro Property, the Contractor shall replace the items not otherwise covered by any warranties, or the Contractor shall make the necessary repairs at Metro's direction, all at no additional charge to Metro.

GC-19-D Metro and all its designees shall have access at all reasonable times to the premises in which any Metro Property is located for the purpose of inspecting Metro Property.

GC-19-E Upon completing the Contract or CWO or at such earlier dates as may be fixed by Metro: (1) the Contractor shall prepare and submit a final inventory list of all Metro property which includes the property's description, location and condition, and; (2) the Contractor shall prepare for shipment, and deliver F.O.B. destination, Metro property as may be directed or authorized by Metro.

GC-20 EXTENTION OF TIME
GC-20-A The Contractor will be granted an extension of time for any portion of a delay in completion of the Work caused by acts of a public enemy, wars, civil disturbances, fires, floods, earthquakes, epidemics, quarantine restrictions, freight embargoes, strikes, weather more severe than normal, any other cause not in the reasonable control of the Contractor or acts of God, providing that the:

1. Aforesaid causes were not foreseeable and did not result from the fault or negligence of the Contractor;
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2. Contractor has taken reasonable precautions to prevent further delays owing to such causes; and

3. Contractor notifies Metro in writing of the cause(s) for the delay within five (5) days from the beginning of any such delay.

GC-20-B Claims for additional compensation shall be limited to the costs incurred during a Metro approved extension of time measured at end of period of performance not at time of delay.

GC-20-C An extension of time will not be granted for a delay described above caused by a shortage of Goods, except Metro-furnished Goods, unless the Contractor supplies Metro with documented proof that it made every effort to obtain such Goods from every known source within reasonable distance of the Work. The Contractor shall also submit proof, that the inability to obtain such Goods when originally planned, did in fact cause a delay in final completion of the Work that could not be compensated for by revising the sequence of its operations. Only the physical shortage of Goods will be considered as a basis for an extension of time. No consideration will be given to any claim that Goods could not be obtained at a reasonable, practical, or economical cost, unless it is shown to the satisfaction of Metro that:

1. Such Goods could have been obtained only at exorbitant prices or;

2. The prices were entirely inconsistent with current rates, taking into account the quantities involved and the usual practices employed in obtaining such quantities; and

3. Such facts could not have been known or anticipated at the time the Contract or CWO was executed.

GC-20-D In case the Contractor is actually and necessarily delayed by any act or omission on the part of Metro, or others under contract with Metro and providing that the Contractor notifies Metro in writing within five (5) days from the beginning of any such delay, specifying the act or omission causing such delay, the time for completion of the Work shall be extended accordingly, and an adjustment shall be made to the TCP or CWO Price for any increase in the cost of performance of the Services or Work (excluding profit) necessarily caused by such delay. If the delay in the performance of the portion of Work described in the Contractor’s five (5) day notice has been similarly delayed by Contractor-induced causes, including but not limited to the fault or negligence of the Contractor or any of its Subcontractors, the time for completion of the Work will be extended for the period of any such concurrent delay with no adjustment to the TCP or CWO Price.

GC-20-E Within thirty (30) days after the last day of a delay, the Contractor shall supply Metro with detailed information concerning the circumstances of the delay, the number of days actually delayed, the appropriate Contract and CWO references, and the measures taken to prevent or minimize the delay. Failure to submit such information shall be sufficient cause for denying the delay claim. Metro will ascertain the facts and the extent of the delay; its findings thereon will be final METRO 17-113CO
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and conclusive unless the Contractor disputes the decision. All time extensions must be approved by Metro prior to Contract or CWO Final Acceptance.

GC-20-F No extension of time will be granted under this Article for any delay in which remedies are included or excluded by any other provision of the Contract. Only the actual delay necessarily resulting from the causes specified in this Article shall be grounds for extension of time. In case the Contractor is delayed at any time or for any period by two or more of the causes specified in this Article, the Contractor shall not be entitled to a separate extension for each one of the causes; only one extension will be granted for the entire delay.

The Work shall continue and be carried on in accordance with all the provisions of the Contract. The Contract shall remain in full force and effect during the continuance and until the completion and Final Acceptance of the Services or Work covered by the Contract or CWO, unless formally suspended or terminated in accordance with the terms of the Contract. Permitting the Contractor to finish the Work, or any part thereof, after the time fixed for completion or after the date to which the time for completion may have been extended and/or making payments to the Contractor after any such periods shall not constitute a waiver on the part of Metro of any rights under the Contract.

GC-20-G Neither the granting of an extension of time beyond the date fixed for the completion of any part of the Work nor the performance and Acceptance of any part of the Work after the time specified for the completion of the Work shall be deemed to be a waiver by the authority of Metro's right to terminate the Contract or CWO for abandonment or failure to complete within the total time specified or to impose and deduct damages as may be specified.

GC-20-H In all cases that the Contractor either claims or intends to claim a delay, the Contractor shall submit to Metro at the earliest possible date and supplement thereafter as information becomes available:

1. An analysis of the impact of the claimed delay event upon the Contractor's then current Schedule, identifying the affected activities and the actual impacts; and

2. Proposals to minimize the effects of the claimed delay.

GC-21 CHANGES
GC-21-A The term "Change(s)," as used herein, means substitutions, additions, or deletions which result in revisions to the Contract or CWO. Change does not mean work performed by the Contractor to correct defective Work caused by the Contractor's negligent acts, errors or omissions.

GC-21-B Metro may at any time, and from time to time without invalidating the Contract or CWO, make Changes in the Scope of Work. Metro and Contractor will endeavor to reach mutual agreement regarding costs and Schedule associated with the Change; however, Metro reserves the right to direct the Contractor to perform the Changed Work. Such Changes, including any increase or decrease in the amount of the Contractor's compensation and/or the period of performance, shall METRO 17-113CO
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be incorporated into the Contract or CWO through the issuance of a Contract Amendment or CWO Revision. All of the provisions of the Contract shall apply to Changes. Upon receipt of a Contract Amendment or CWO Revision, approved by Metro, the Contractor shall continue performance of the Scope of Work as modified by the Amendment.

GC-21-C If a Fixed Fee as defined in the Compensation and Payment section is a part of the compensation for the Contract or CWO, it is the agreed intent of the parties that the Fixed Fee is an amount fixed at the inception of a CWO with respect to the Work planned and Scheduled as set forth in the Scope of Work and is not intended to vary with actual costs for the Work. A Contract Amendment or CWO Revision issued hereunder may, but will not automatically; result in a Change to the Fixed Fee.

GC-21-D Contractor's Cost and Schedule Proposal: The Contractor shall submit a Contractor's Cost and Schedule Proposal (utilizing the Form 60 provided in Compensation and Payments Provisions) to Metro within ten (10) days after receipt of a change request. The proposal shall detail price and scheduling information showing all of the cost and time ramifications of the Changes shown in the request. If any prices or other aspects are conditional, such as orders being made by a certain date or the occurrence of a particular event at a specified time, the Contractor shall identify these conditions in its proposal. The components to be used by the Contractor in preparing the proposal shall be those set forth in the Compensation and Payment Provisions and shall be presented in such a manner that all elements of the proposal can be easily identified and certified upon request. The submittal shall include certified current cost or pricing data as described in the Article entitled AUDITS herein.

GC-21-E Contract Amendment Or CWO Revision:

A Contract Amendment shall be agreed to by the Parties to reflect changes in the Contract terms and/or Scope of Services.

When the Contractor's compensation for a Change and the required adjustments, if any, to the Total Contract Price or CWO Price and/or Schedule have been determined, a Contract Amendment or CWO Revision will be issued containing the following items:

1. The total Contract/CWO adjustments to be made.

2. A statement that it is Metro's intention to treat the items described therein as Changes in the Work.

3. Scheduling requirements, time extensions, prices, and all costs of any nature arising out of each Change and a Certificate of Current Cost or Pricing Data.

4. A statement that the adjustment to the Total Contract Price or CWO Price, if any, includes all amounts to which the Contractor is entitled as a result of the events giving rise to the CWO Revision.

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The execution of a Contract Amendment or CWO Revision by both parties shall be deemed to be an agreement to all Changes in Contract terms and/or Scope of Services and costs and time of performance related to each Change. There will be no reservation of rights by either party on a bi-lateral Contract Amendment or CWO Revision.

For all Contract Amendments or CWO Revisions greater than or equal to one- hundred-thousand dollars ($100,000), an Ethics Declaration must be submitted by the Contractor.

GC-21-F Except as expressly provided herein, no order, statement, or conduct of any person shall be treated as a Change under the Contract or a CWO or entitle the Contractor to any adjustment under the Contract or a CWO.

GC-22 AUDIT SOFTWARE
At the request of Metro, the Contractor, Subcontractors and Suppliers shall allow installation of computer assisted audit techniques (CAAT) software supplied by Metro on its computer systems during the audit of Metro’s contract. In lieu of installation of CAAT software on the Contractor’s, Subcontractor’s or Supplier’s Home Office computers, a verified backup copy of its computer systems’ database(s) can be supplied. Upon reasonable advance notice, the Authorized Auditors shall have access at all reasonable times to this software, database or verified copy for the purpose of auditing and verifying the Contractor’s costs claimed to be due and payable hereunder. Prior to the start of an audit, the CAAT software will be supplied to the Contractor, its Subcontractors and Suppliers to allow for testing and review on its computer system. Once the audit is complete, the software will be removed from the Contractor’s, its Subcontractors’ and its Suppliers’ computer system. The software will be installed permanently at the Program Office in order to assist the Authorized Auditors in the review of the Program Office costs.

GC-23 NOTICE OF INTENT TO CLAIM AND CLAIMS
A. The Contractor shall give to Metro a written notice of potential claim within five (5) days of any act or event for which it intends to seek adjustment in the Contract/CWO price, terms, or schedule. The written notice shall set forth the basis of the claim and an estimate of any costs involved. The claim shall be filed within 30 days of the act or event and shall be in sufficient detail to allow Metro to evaluate the claim. The Contractor shall also furnish any additional information relating to the claim as Metro may request. Failure of the Contractor to comply with these requirements shall be sufficient cause for denying the Contractor's claim.

B. Metro shall, within 30 days of the receipt of the claim, render a decision or provide an estimate of when a decision will be made. If no decision is made within 30 days of the filing of the claim, or within any extended period mutually agreed to in writing by the parties, the claim shall be deemed rejected by Metro. The Contractor shall proceed diligently with performance METRO 17-113CO
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of the Contract/CWO, pending resolution of any claim or appeal or action ensuing under the Contract/CWO.

GC-24 RESOLUTION OF DISPUTES
The Parties shall use their best efforts to resolve disputes under the Contract by submission of the dispute to Metro’s Contract Administrator and the Contractor’s Contract Administrator. If a dispute cannot be resolved at this administrative level, the Parties may mutually agree to utilize an alternative dispute resolution (ADR) process such as arbitration, mediation, or other recognized ADR process for settling a dispute.

GC-25 SUSPENSION*
GC-25-A The requirements of this Article are in addition to other audit, inspection, and record keeping requirements specified elsewhere in the Contract.

GC-25-B If Metro notifies Contractor that work on a particular portion of the Project will be suspended for a period to exceed one hundred eighty (180) days, Contractor shall immediately notify Metro that key personnel working on that portion of the work can either:
(1) Be moved to support another portion of the Program, as approved by Metro, or
(2) Be released because there is no need for the services of the specific key personnel on the Program
If suspension is less than one hundred eighty (180) days, Contractor and Metro shall agree upon the short-term duties of all affected personnel.

GC-25-C The Contractor shall comply immediately with any written order it receives from Metro suspending the Work and take all reasonable steps to minimize costs allocable to the Work covered by the suspension during the period of suspended Work. The Contractor shall resume performance of the suspended Work upon expiration of the notice of suspension, or upon direction of Metro.

GC-25-D The Contractor shall be allowed an equitable adjustment in the TCP and CWO Price (not to include profit) and/or an extension of the Contract or CWO Time, directly attributable to any suspension and/or to recover reasonable costs incurred during suspension, provided that the Contractor makes a Claim as provided in the Article entitled NOTICE OF INTENT TO CLAIM AND CLAIMS herein. However, no adjustment shall be made under this Article for any suspension, delay or interruption to the extent that Contractor’s performance would have been so suspended, delayed or interrupted by any other cause, including the fault or negligence of the Contractor, or for which an equitable adjustment or an extension of time is provided for or excluded under any other term or condition of the Contract.

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GC-25-E Submittal of an RFC by the Contractor for an equitable adjustment of the TCP or CWO Price or the Contract or CWO Time extension shall be filed in compliance with the Article entitled CHANGES herein; and within twenty (20) days after the end of the Work suspension. The provisions of this Article shall only apply if a written order of suspension is issued by Metro.

GC-25-F Metro will make partial payments against costs authorized by Metro and incurred by the Contractor in connection with the suspended portion of the Contract or CWO, so long as the aggregate of such payments does not exceed the authorized value of the Contract or CWO.

GC-26 TERMINATION FOR CONVENIENCE OF Metro*
GC-26-A The performance of the Services or Work under the Contract or a CWO may be terminated at any time, in whole or in part, as determined by Metro in its sole discretion. Such termination will be accomplished by delivery of a Notice of Termination to the Contractor, specifying the extent to which performance of the Services or Work under the Contract or CWO shall be terminated and the date upon which such termination shall become effective.

GC-26-B After receipt of a Notice of Termination, except as otherwise directed by the AUTHORITY, the Contractor shall:

1. Stop Work under the Contract or a CWO on the date and to the extent specified in the Notice of Termination.

2. Place no further orders or Subcontracts for Goods or Work, except as may be necessary for completion of such portions of the Services or Work expressly excluded from the Notice of Termination.

3. Communicate any Notice of Termination to the affected Subcontractors and Suppliers, and any other parties, at any tier.

4. Terminate all orders and Subcontracts that relate to the performance of the Work terminated by the Notice of Termination.

5. Settle outstanding liabilities and Claims arising out of such termination of orders and Subcontracts, with the acceptance of Metro if required (which acceptance shall be final for the purposes of this Article).

6. Assign to Metro in the manner, at the times, and to the extent directed by Metro all of the rights, titles, and interests of the Contractor under the orders and Subcontracts so terminated; in which case Metro will have the right, at its sole discretion, to settle or pay any or all Claims arising out of the termination of such orders and Subcontracts.

7. Transfer title and deliver to Metro in the manner, at the times, and to the extent directed by it:

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a. Work in process, completed Work, and other Goods procured as a part of, or acquired in connection with, the performance of the Work terminated; and
b. The completed or partially completed plans, drawings, information, and other items that would have been required (per the Scope of Services and Scope of Work) to be furnished to Metro if the Contract or a CWO had been completed.

8. Use its best efforts to sell the Goods of the types referred to above in the manner, at the times, to the extent, and at the price(s) directed or authorized by Metro, providing that the:
a. Contractor is not required to extend credit to any purchaser; b. Contractor may acquire any such Goods under the prescribed conditions; and/or
c. Proceeds of any such transfer or disposition are applied or otherwise cred`ited to reduce payments made by Metro to the Contractor under the Contract or CWO.

9. Take any action that may be necessary, or that Metro may direct, for the protection and preservation of the property related to the Contract that is in the possession of the Contractor and in which Metro has or may acquire an interest.

10. Comply with all other requirements of Metro as may be specified in the Notice of Termination.

11. Complete performance of that portion of the Work that has not been terminated by the Notice of Termination, as applicable and in accordance with the Contract.

GC-26-C If the termination is for the convenience of Metro, Contractor shall submit a final invoice within 60 days of termination and upon approval by Metro, Metro shall pay Contractor a percentage of the total Contract price based on the percentage of the Work completed prior to the effective date of termination and other costs reasonably incurred by the Contractor to implement the termination.

GC-26-D Upon failure of the Contractor to submit its termination claim within the time specified, Metro will determine the amount due the Contractor, if any, on the basis of information available, and will pay the Contractor the amount so determined. Such payment shall constitute payment in full for the Work performed under the Contract or CWO. Any allowable costs incurred prior to the date of termination shall be handled in accordance with the Compensation and Payment Provisions.

GC-26-E Subject to the provisions of the above Subarticle, the Contractor and Metro may agree upon the total or partial amount to be paid to the Contractor by reason of the total or partial termination of the Work pursuant to this Article. The Contract METRO 17-113CO
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or CWO will be amended or revised accordingly and the Contractor will be paid the agreed-upon amount. Nothing in the following Subarticle, which deals with the failure to reach agreement on the total amount to be paid to the Contractor, shall be deemed to limit, restrict, or otherwise determine or affect the amount that may be agreed upon pursuant to this Subarticle.

GC-26-F In the event of failure of the Contractor and Metro to agree on the total amount to be paid the Contractor by reason of the termination of Work pursuant to this Article, Metro will pay the Contractor the amounts determined by Metro as follows, exclusive of any amounts agreed upon in accordance with the preceding Subarticle:

1. The Contract or CWO Price allocable to the portion of the Work properly performed by the Contractor as of the date of termination, including overhead, and Fixed Fee or profit, as determined in accordance with the Compensation and Payment Provisions, reduced by any sums previously paid to the Contractor.

2. The cost of settling and paying Claims arising out of the termination of the Work under Subcontracts or orders as specified above, exclusive of the amounts paid or payable on account of Goods delivered or Work furnished by Subcontractors prior to the effective date of the Notice of Termination of Work under the Contract or CWO, which amounts are included in subarticle E of this Article.

3. Profit on the cost of Work performed is included in the amount determined in subarticle E of this Article. However, if the Contractor would have sustained a loss on the entire Contract or CWO had it been completed, the Contractor shall not be entitled to a profit and the settlement will be reduced to reflect the indicated rate of loss.

4. The reasonable cost of preserving and protecting property will also be paid, as well as any other reasonable costs incidental to the termination of the Work under the Contract or a CWO, including those reasonable expenses incurred to determine the amounts due.

GC-26-G Except to the extent that Metro will have otherwise expressly assumed the risk of loss, the fair value (as determined by Metro) of property that is destroyed, lost, stolen, or damaged (so as to become undeliverable to Metro or other buyer as described above) shall be excluded from the amounts paid to the Contractor.

GC-26-H In arriving at the amount due the Contractor under this Article, retention shall be made for the following:

1. The amount of the Claim that Metro may have against the Contractor in connection with the Contract or a CWO; and

2. The agreed upon price for and/or proceeds from the sale of Goods or other items acquired or sold by the Contractor that have not been otherwise recovered by or credited to Metro.

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GC-26-I Under such terms and conditions as it may prescribe and at its sole discretion, Metro may make partial payments against costs incurred by the Contractor in connection with the terminated portion of the Contract or a CWO whenever Metro decides that the aggregate of such payments is within the amount to which the Contractor is entitled hereunder. If the total of such payments is in excess of the amount finally agreed-upon or determined to be due under this Article, such excess shall be payable by the Contractor to Metro upon demand, together with interest at a rate equal to that set forth in California Code of Civil Procedure Section 685.010.

GC-26-J The Contractor shall not be entitled to anticipatory or consequential damages as a result of any termination under this Article. Payment to the Contractor in accordance with this Article shall constitute the Contractor's exclusive remedy for any termination hereunder. The rights and remedies of Metro provided in this Article are in addition to any other rights and remedies provided by law or under the Contract.

GC-26-K Anything contained in the Contract or a CWO to the contrary notwithstanding, a termination under this Article shall not waive any right or claim to damages that Metro may have; Metro may pursue any cause of action that it may have by law or under the Contract.

GC-27 TERMINATION FOR DEFAULT*
GC-27-A Metro may terminate the Contractor's Work, in whole or in part, for default under any of the following circumstances:
1) Failure or refusal of the Contractor to perform any obligation required under the Contract or a CWO, or violation of any duty required of the Contractor under the Contract or a CWO.
2) Bad faith by the Contractor.
3) Violation by the Contractor of an order or requirement of Metro authorized by or within the scope of the Contract or a CWO.
4) Abandonment of the Contract or a CWO by the Contractor. 5) A filing by or against the Contractor of a petition in bankruptcy, reorganization, insolvency, conservatorship, or similar proceeding. 6) Failure of the Contractor to pay any amounts owing to any persons performing any portion of the Work, or the failure of the Contractor to pay its debts incurred on the Contract as they become due, providing that such failure continues for a period of ten (10) working days after written notice to the Contractor by Metro.
7) The attachment, levy, execution, or other judicial seizure of any portion of the Contractor's property, or any substantial portion of the other assets of the Contractor, which is not released, expunged, or discharged within a period of ten (10) working days.

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8) Material failure to comply with any law, ordinance, rule, regulation, or order of a legal authority applicable to the Contractor, the Services, the Work, the Contract, a CWO, the Program or the Project.
9) Failure to indemnify any party that the Contractor is obligated to indemnify under the Article entitled LIABILITY AND INDEMNIFICATION herein or elsewhere under the Contract.
10) Failure to promptly correct or re-perform rejected Work. 11) Conviction of the Contractor or any of its officers, partners, principals, or employees for a violation of any federal, state or local safety law or regulation, or for a crime arising out of, or in connection with, the Work to be done or payment to be made under the Contract.

GC-27-B If Metro determines the Contractor is in default of the Contract or CWO, Metro will so notify the Contractor by issuing a Cure Notice describing the default. If the Contractor fails to cure the default within five (5) days after receipt of such Cure Notice, or if the default cannot be cured within five (5) days, and the Contractor fails to commence to cure within five (5) days and diligently proceed to cure within the time Metro determines to be necessary, Metro may, by written notice, terminate the Contractor's right to proceed under all or such part of the Contract or CWO as Metro at its sole discretion deems to be in its best interest. Whether or not the Contract or a CWO or any part thereof is terminated, the Contractor shall be liable for any damage to Metro resulting from the Contractor's default.

GC-27-C Upon receipt of a Notice of Termination for default from Metro, the Contractor shall:
1) Stop all Work under the Contract or a CWO on the date and to the extent specified in the Notice of Termination.
2) Place no further orders or Subcontracts for Goods or Work, except as may be necessary for completion of such portions of the Services or Work expressly excluded from the Notice of Termination.
3) Communicate any Notice of Termination to the affected Subcontractors and Suppliers, and any other parties, at any tier.
4) Terminate all orders and Subcontracts that relate to the performance of Work terminated by the Notice of Termination.
5) Comply with all other requirements of Metro as may be specified in the Notice of Termination.

GC-27-D Upon Metro's termination of the Contract or CWO because of the Contractor's default under the Contract or a CWO, Metro shall have the right to complete the Work by whatever means and methods it deems advisable. Metro will not be required to obtain the lowest prices for completing the Work, but shall make such expenditures that, in Metro’s sole judgment, best accomplish such completion.

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GC-27-E If the termination is due to the failure of the Contractor to fulfill its contractual obligations, Metro may take over the Work, and complete the Work by contract or otherwise. In such case, the Contractor shall be liable to Metro for any reasonable costs or damages occasioned to Metro thereby. The expense of completing the Work, or any other costs or damages otherwise resulting from failure of the Contractor to fulfill its obligations, will be charged to the Contractor and will be deducted by Metro out of such payments as may be due or may at any time thereafter become due to Metro. If such costs and expenses are in excess of the sum which otherwise would have been payable to the Contractor, then the Contractor shall promptly pay the amount of such excess to Metro upon notice of the excess so due.

GC-27-F If the Contract or CWO is terminated as specified in this Article, Metro may require that the Contractor transfer title to and deliver the following items to Metro as directed: any Goods, fixtures, plans, drawings, information, reports, estimates, Contract or CWO rights and other items that the Contractor has specifically produced or acquired for the terminated portion of the Contract or a CWO and would have been required to be furnished to Metro if the Contract or a CWO had been completed. The Contractor also shall, at its sole expense, protect and preserve property in its possession in which Metro has an interest.

GC-27-G If, after the notice of termination for failure to fulfill Contract obligations, it is determined that the Contractor has not so failed, the termination shall be deemed to have been effected for the convenience of Metro. In such event, adjustment shall be made as provided in Article entitled TERMINATION FOR CONVENIENCE herein.

The Contractor shall not be entitled to anticipatory or consequential damages as a result of any termination under this Article. Payment to the Contractor in accordance with this Article shall constitute the Contractor's exclusive remedy for any termination hereunder. The rights and remedies of Metro provided in this Article are in addition to any other rights and remedies provided by law or under the Contract.

GC-28 ASSIGNMENT*
GC-28-A The Contractor shall not assign, transfer, convey, or otherwise dispose of the Contract or a CWO (or the right, title, or interest in it or any part of it) without the prior written consent and endorsement of Metro, which consent shall not be unreasonably withheld.

GC-28-B No right under the Contract shall be asserted against Metro, in law or in equity, by reason of any assignment of the Contract, or any part thereof, unless authorized by Metro as specified in this Article.

GC-28-C Any assignment of proceeds of the Contract shall be subject to all proper setoffs and withholdings in favor of Metro and to all deductions specified in the Contract or CWO. All monies withheld, whether assigned or not, shall be subject to being used by Metro for completion of the Work, pursuant to the terms of the Contract.

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thereof shall be given by the Contractor to Metro at least ten (10) days before payment is due.

GC-29 ENVIRONMENTAL COMPLIANCE
GC-29-A The Contractor shall include the requirements of the following Subarticles in every Subcontract that is more than one hundred thousand dollars ($100,000) and shall take such action as Metro directs to enforce these requirements.

GC-29-B The Contractor shall comply with all air, water, and noise pollution provisions set forth in the Scope of Services or Scope of Work.

GC-29-C Air Quality Control

1. The Contractor shall comply with all applicable standards, orders, and requirements issued under the Clean Air Act (42 USC § 7401); all applicable standards of the State of California; and all clarifications, mitigation measures, and any other requirements approved by Metro in accordance with state and federal laws.

2. The Contractor shall comply with all rules, regulations, and ordinances of the South Coast Air Quality Management District (SCAQMD) and statutes of the State that apply to any Work performed pursuant to the Contract or CWO, including any air quality control rules, regulations, ordinances, and statutes specified in Section 11017 of the California Government Code. Contractor, Subcontractors, and Suppliers shall submit evidence to Metro that the governing air quality control criteria are being met; such evidence will be retained by Metro.

3. In the absence of applicable air quality control rules, regulations, ordinances, or statutes governing solvents, including but not limited to the solvent portions of paints, thinners, curing compounds, and liquid asphalt used on the Contract or CWO, the Contractor shall comply with the applicable material requirements of the SCAQMD. Containers of paints, thinner, curing compound, or liquid asphalt shall be labeled to indicate that the contents fully comply with said requirements.

4. The Contractor shall comply with California state law regarding pollution controls in purchasing new motor vehicles with Project funds.

5. Material to be disposed of shall not be burned.

GC-29-D Water Quality:

The Contractor shall comply with all applicable standards, orders, and requirements issued under the Clean Water Act (33 USC § 1251); all applicable water standards of the State of California; and all clarifications, mitigation measures, and any other requirements approved by Metro in accordance with state and federal laws.

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GC-29-E Environmental Protection Agency Regulations

1. The Contractor shall comply with all applicable regulations (40 CFR Part 15) of the Environmental Protection Agency (EPA).

2. The Contractor shall not use any facility in the performance of the Contract or CWO that is listed on the EPA List of Violating Facilities, unless and until the EPA eliminates said name of such facility from said listing. The Contractor shall promptly notify Metro of the receipt of any communication from the Director, Office of Federal Activities, EPA (or any successor agency), indicating that a facility to be used by the Contractor is under consideration for listing on the EPA List of Violating Facilities. The Contractor shall also report violations to Metro, to the FTA, and to the EPA Assistant Administrator for Enforcement.

GC-29-F Energy Conservation:

The Contractor shall comply with all mandatory standards and policies relating to energy efficiency that are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 USC 6321).

Refer to the Scope of Services or the Scope of Work for energy conservation measures.

GC-30 HISTORICAL, ARCHAEOLOGICAL, PALEONTOLOGICAL, AND
SCIENTIFIC DISCOVERIES*
All things of historical, archaeological, paleontological, or scientific interest encountered by the Contractor during performance of the Work shall be reported immediately to Metro. Work in the vicinity of the discovery shall be halted in order to preserve and protect it until its significance can be determined by Metro.

Metro will issue instructions to the Contractor with respect to the disposition of the discovery.

GC-31 THE CONTRACTOR'S INTERACTION WITH THE MEDIA AND THE PUBLIC*

1. Metro shall review and approve all Metro related copy proposed to be used by the Contractor for advertising or public relations purposes prior to publication. The Contractor shall not allow Metro related copy to be published in its advertisements and public relations programs prior to receiving such approval. The Contractor shall ensure that all published information is factual and that it does not in any way imply that Metro endorses the Contractor's firm, service, and/or product.

2. The Contractor shall refer all inquiries from the news media to Metro, and shall comply with the procedures of Metro's Public Affairs staff regarding statements to the media relating to the Contract or the Work.

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3. If the Contractor receives a complaint from a citizen or the community, the Contractor shall inform Metro about what action was taken to alleviate the situation.

4. The Contractor shall not publish information or technical data acquired or generated by the Contractor in performing the Contract until such time as such information or technical data is released in published reports by Metro or otherwise authorized by Metro.

GC-32 WHISTLEBLOWER REQUIREMENTS*
GC-32-A The Contractor shall not adopt any rule, regulation or policy preventing an employee from disclosing information to a government or law enforcement agency, where the employee believes the information discloses violation or noncompliance with a state or federal regulation; nor shall an employer retaliate against an employee for taking such actions as set forth in the California Labor Code Sections 1101 et. seq.

GC-32-B The Contractor shall post and maintain all Metro Phone Hotline literature provided by Metro ("Hotline Literature") at place(s) of performance during the term of the Contract. All Hotline Literature is to be posted in prominent locations that are highly visible and accessible to Contractor's employees. Contractor shall not hinder or coerce its employees from using Metro Phone Hotline to voice ideas, suggestions, or concerns relative to the performance of any Metro contract. The Contractor shall provide access to Metro representatives for the purpose of verifying Contractor's adherence to this section. In the event Metro inspection finds the Contractor has failed to comply herewith, the Contractor shall correct such failures including, but not limited to, replacing Hotline Literature and sponsoring training sessions, with Metro representatives, on the use of Metro Phone Hotline.

GC-33 COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT* The Contractor shall comply with all applicable provisions of the Americans with Disabilities Act in performing the Work under the Contract.

GC-34 SEVERABILITY*
In the event any Article, section, Subarticle, paragraph, sentence, clause, or phrase contained in the Contract or CWO shall be determined, declared, or adjudged invalid, illegal, unconstitutional, or otherwise unenforceable, such determination, declaration, or adjudication shall in no manner affect the other Articles, sections, Subarticles, paragraphs, sentences, clauses, or phrases of the Contract or CWO, which shall remain in full force and effect as if the Article, section, Subarticle, paragraph, sentence, clause, or phrase declared, determined, or adjudged invalid, illegal, unconstitutional, or otherwise unenforceable, was not originally contained in the Contract or CWO.

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GC-35 GOVERNING LAW*
The Contract has been negotiated between Metro and the Contractor and shall be subject to the laws of the State of California.

By entering into the Contract, the Contractor consents and submits to the jurisdiction of the Courts of the State of California, County of Los Angeles, over any action at law, suit in equity, and/or other proceeding that may arise out of the Contract.

GC-36 PUBLIC RECORDS ACT*
GC-36-A All records, documents, drawings, plans, specifications and other information relating to conduct of Metro's business, including information submitted by the Contractor shall become the exclusive property of Metro and shall be deemed public records. Said materials are subject to the provisions of the California Public Records Act (Government Code sections 6250 et. seq.). Metro's use and disclosure of its records are governed by this Act. Metro will not advise as to the nature or content of documents entitled to protection from disclosure under the California Public Records Act.

GC-36-B In the event of litigation concerning the disclosure of any information submitted by the submitting parties, Metro's sole involvement will be as a stakeholder, retaining the information until otherwise ordered by a court. The submitting party, at its sole expense and risk, shall be responsible for any and all fees for prosecuting or defending any action concerning the information, and shall indemnify and hold Metro harmless from all costs and expenses including attorneys' fees, in connection with any such action.

GC-37 LIABILITY AND INDEMNIFICATION*
GC-37-A Indemnification
To the fullest extent permitted by law, the Contractor shall defend, indemnify and hold harmless Metro, its subsidiaries, and any of their respective members, directors, officers, employees and agents, from and against any and all Claims, actions, demands, costs, judgments, liens, penalties, liabilities, damages, losses, and expenses, including but not limited to workers compensation suits, breaches of contract and any fees of accountants, attorneys or other professionals arising out of, or resulting from any act, omission, fault or negligence of the Contractor or any of its officers, Authorized Representative, employees, Subcontractors or Suppliers, or any person or organization directly or indirectly employed by any of them, in connection with or relating to, or claimed to be in connection with or relating to, the Services, the Work, the Contract, or the Program, including but not limited to any costs or liability on account of:

1. Personal injury to or death of any person (including employees of the parties to be indemnified) or for damage to or loss of use of property (including property of Metro); and
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2. Metro's reasonable reliance upon the use of data or other information provided or delivered by the Contractor pursuant to the Contract or CWO.

The indemnification specified in this Article shall apply even in the event of the act, omission, fault or negligence whether active or passive, of the party or parties to be indemnified, but shall not apply to Claims, actions, demands, costs, judgments, liens, penalties, liabilities, damages, losses, and expenses arising from the willful misconduct of, or defects in design furnished by, the party or parties to be indemnified. Metro shall not be responsible for any negligence, willful misconduct or defects in design caused and/or furnished by the Contractor.

The indemnification specified in this Article shall survive termination or closeout of the Contract, CWO or Final Payment thereunder and is in addition to any other rights or remedies that Metro may have under the law or under the Contract. In the event of any Claim or demand made against any party that is entitled to be indemnified hereunder, Metro may at its sole discretion reserve, retain, and/or apply any monies due the Contractor under the Contract or CWO, for the purpose of resolving such Claims; provided, however, that Metro may release such funds if the Contractor gives Metro reasonable assurance that theMetro’s interests will be protected. Metro shall, at its sole discretion, determine whether such assurance is reasonable.

Claims against the indemnified parties by any employee of the Contractor, its Subcontractors, Suppliers, anyone directly or indirectly employed by any of them, and/or anyone for whose acts any of them may be liable shall not in any way limit the Contractor’s indemnification obligation as set forth above, including the amount and/or type of damages, compensation, and/or benefits payable by or for the Contractor or its Subcontractors under workers’ compensation acts, disability benefit acts, and/or other employee benefit acts and/or insurances.

GC-37-B Third Party Liability
Nothing contained in the Contract or CWO is intended to or shall have the effect of creating any rights in any third party against Metro. The inclusion of the Contract or any part thereof in any other document shall not be deemed to be creating or incorporating any obligation, duty, or liability on the part of Metro. The Contractor shall indemnify the AUTHORITY in accordance with the provisions of this Article against any claim made by any third party claiming rights under the Contract.

GC-37-C Joint Severable Liability
If the Contractor is a joint venture or partnership, each venturer or partner shall be jointly and severally liable for any and all of the duties and obligations of the Contractor that are assumed under or arise out of the Contract. Each of such venturers or partners waives notice of the breach or non-performance of any undertaking or obligation of the Contractor contained in, resulting from or assumed under the Contract, and the failure to give any such notice shall not affect or impair such venturer's or partner's joint and several liability hereunder.

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GC-37-D Professional Liability
The Contractor shall be responsible for the professional quality, technical accuracy, completeness and coordination of all Work furnished by the Contractor (including the Work performed by Subcontractors on the basis provided herein) under the Contract or CWO. In addition to any other remedies provided Metro under the Contract, CWO or at law, the Contractor or Subcontractor shall correct or revise at no additional cost or fee to Metro any defective Work caused by the Contractor's or Subcontractor’s negligent acts, errors or omissions in the performance of the Work hereunder. Neither Metro's inspection of, nor failure to inspect, review, accept, make payment for, any of the Work required under the Contract shall be construed to relieve the Contractor or Subcontractor of its obligations and responsibilities under the Contract or CWO for any negligent acts, errors and omissions in its performance of Work hereunder, nor operate as a waiver of any of Metro's rights under the Contract or of any cause of action arising out of the performance of the Contract. The Contractor or Subcontractor shall be and remain liable to Metro in accordance with applicable law for all damages to Metro caused by any failure of the Contractor or Subcontractor to comply with the terms and conditions of the Contract or CWO, or by the Contractor's or Subcontractor’s negligent acts or errors or omissions in the performance of the Contract or CWO. With respect to the performance of Work by Subcontractors, the Contractor shall use its professional judgment, care and prudence in approving and accepting such Work but shall also take all action necessary to ensure correctness/accuracy of Subcontractors work. The Contractor warrants that the Work performed hereunder is of high professional quality and has been performed in full conformity with all codes, rules, regulations and statutory requirements.

In the event that the Contractor fails to perform its obligations under this Article (or under any other warranty or guarantee under the Contract) within the specified time and to the reasonable satisfaction of Metro, Metro shall have the right to correct and/or cause to be re-performed any defective or non-conforming Work and any Work of third parties damaged by such defective or non- conforming Work or the correction or re-performance thereof. The Contractor shall be obligated to fully reimburse Metro upon demand for any expenses incurred hereunder.

GC-37-E Investigation Of Potential Negligence
Contractor shall pay for all costs associated with its investigation of any negligence alleged against it under the terms and conditions of the Contract, unless there is a finding that the Contractor was not negligent; in which case Metro shall only pay for the reasonable cost of the Contractor’s staff time to investigate the alleged negligence. Where it has been determined Contractor was in fact negligent, Contractor shall be responsible for and charged with Metro’s staff time to investigate or review any alleged negligence by the Contractor, or any construction change order request, request for information, or claim related thereto, which shall not include third party costs.

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Contractor negligence, and shall not be responsible for or charged with any claims for delay by the Construction Manager or any construction Contractor unless the Contractor has been given a reasonable opportunity to participate in the review.

GC-37-F The Contractor acknowledges that the rights and remedies of the AUTHORITY specified in this Article are in addition to and do not limit any rights or remedies of Metro, afforded by the Contract or by law.

GC-37-G Warranty
Contractor Warranties: Contractor warrants that: it is aware of and understands the hazards which are presented to persons, property and the environment in the performing of transportation, storage, remediation and disposal Work as described within the Scope of Work of the Contract or CWO. It will transport, store, remediate and dispose of such materials in full compliance with all applicable governmental laws, regulations and orders. If the Scope of Work requires off-site storage or disposal, the selected storage and disposal facilities described in the work plan are now appropriately licensed and permitted to store and dispose of the waste, materials or hazardous substances detailed within the work plan. In the event the storage or disposal facility loses its permitted status hereafter during the terms of the Contract or CWO, Contractor will promptly notify Metro of such loss.

GC-37-H Indemnification - Environmental Impairment Losses Environmental Impairment Losses (in addition to the indemnification provisions of the Contract). It is agreed that the Contractor, at the Contractor’s sole cost and expense, shall indemnify and hold harmless Metro from and against the full amount of any and all present and future Environmental Impairment Losses that may arise out of the negligent performance of the activities or Work provided by the Contractor under the Contract or CWO. The term "Environmental Impairment Losses" shall mean any and all loss, liability, expense or damage (including, without limitation, all attorneys' fees and costs and all other professional or contractors’ fees and costs), incurred by Metro under federal, state or local environmental law as a result of the activities conducted by the Contractor under the Contract or CWO.

GC-37-I Environmental Indemnity
In addition to any other indemnification provisions of the Contract, Contractor shall indemnify, defend and hold harmless Metro, its subsidiaries, and all of their officials, officers, agents, employees, and contractors, from and against any and all present and future liability, loss, cost, damage, and expense of every kind and nature, including, but not limited to, clean up costs, releases or substances resulting from acts of Contractor, failure to recognize or report the existence, quantity, or location of substances, remedial work required under any federal, state, or local law, regulation, or ordinance, contractors’ fees, and attorneys' fees, resulting, directly or indirectly, from any negligent act or omission of Contractor, or any employee, Subcontractor, or Supplier of t Contractor, in the performance METRO 17-113CO
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or failure to perform any work carried out, wholly or in part, pursuant to the Contract or CWO.

GC-38 RIGHTS IN TECHNICAL DATA, PATENTS AND COPYRIGHTS* GC-38-A All documents and materials prepared or developed by the Contractor and its subcontractors pursuant to the Contract shall become the property of Metro without restriction or limitation on their use and shall be made available upon request, to Metro at any time. Original copies of such shall be delivered to Metro upon completion of the Work or termination of the Work. The Contractor shall be permitted to retain copies of such items for the furtherance of its technical proficiency; however, publication of this material is subject to the written approval of Metro.

GC-38-B Metro shall have the right to use, duplicate, modify or disclose the technical data and the information conveyed therein, in whole or in part, in any manner whatsoever, and to have or permit others to do so except as limited by the Article entitled PUBLIC RECORDS ACT herein.

GC-38-C The Contractor shall agree to grant to Metro and to its officers, agents, and employees acting within the scope of their official duties, a royalty-free license to publish, translate, reproduce, deliver, and use as they deem fit all technical data covered by copyright supplied for the Contract. No such copyrighted matter shall be included in technical data furnished hereunder without the written permission of the copyright owner for Metro to use such in the manner herein described.

GC-38-D The Contractor warrants that the Work and Goods used in providing the Work shall be delivered free of any rightful claim of any third party for infringement of any United States patent or copyright. If a suit or proceeding based on a claimed infringement of a patent or copyright is brought against Metro, the Contractor shall, at its own expense, defend or settle any such suit or proceeding if authorized to do so in writing by Metro, and indemnify and hold harmless Metro, its subsidiaries, agents and employees from all liability, damages, costs, and expenses associated therewith, including, but not limited to, defense costs and attorneys' fees.

When use of these Goods and/or processes is judged to be an infringement and such use is banned, the Contractor, at its own expense, shall, with the concurrence of Metro, do one of the following:

1. Secure for Metro the right to continue using said Goods and/or processes, by suspension of the injunction or by procuring a license(s);

2. Replace said Goods and/or processes, with non-infringing Goods and/or processes;

3. Modify said Goods and/or processes, so that they become non-infringing; or

4. Remove said Goods and/or processes, and refund the sum paid therefor without prejudice to any other rights of Metro.

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The preceding subarticles shall not apply to Goods and/or processes furnished to the Contractor by Metro.

For Metro provided software, Metro, at its own cost, shall obtain any required license agreement(s). Metro shall indemnify, hold harmless and defend the Contractor from and against any and all Liability, damages, costs, and expenses, including but not limited to, defense costs and attorneys’ fees, for or by any reason of any actual or alleged infringement of any United States patent or copyright, or any actual or alleged trade secret disclosure, arising from or related to the operation and utilization of Metro provided software, except for the unauthorized use of Metro provided software by the Contractor, its Director, Officers, employees, agents or representatives.

GC-39 SOFTWARE LICENSING AGREEMENT AND PROVISIONS FOR USE* GC-39-A The Terms Used In This Article Are Defined As Follows:

1. Software: The computer programs and products required to be developed and delivered by the Contractor to Metro under the Contract, in object code (but excludes commercial software developed at private expense and not in the public domain).

2. Source Code Materials: A human-readable copy of the Software and related materials and documentation generated in preparing the Software, including programmer notes, flow charts, logic diagrams, and listings.

3. Documentation: Systems and user manuals sufficient to enable a person skilled in the applicable art to operate, maintain, and support the Software for its intended purposes.

GC-39-B The Contractor shall deliver to Metro the Software, Source Code Materials, and Documentation, in such tape, disk, or hardcopy format as Metro may designate.

GC-39-C The Contractor shall retain ownership of the Software, Source Code Materials, and Documentation with the right to exploit the same, subject to Metro's rights as herein provided. Metro shall place such copyright notices affirming the Contractor's ownership rights as the Contractor may reasonably require on all materials licensed hereunder which are reproduced by Metro.

GC-39-D The Contractor hereby grants to Metro a royalty-free, paid-up, non-exclusive license, in perpetuity, to use duplicate, and disclose the Software, Source Code Materials, and Documentation, and to make modifications of and enhancements to the Software, and permit others (who sign standard nondisclosure agreements) to do the same, but only for governmental purposes and not for any commercial purposes.

GC-39-E Metro shall hold the Software, Source Code Materials, and Documentation in confidence, shall use and disclose them only as expressly authorized herein or as required by law and only to its employees, agents or sublicensees to whom disclosure is necessary or appropriate for the performance and exercise of its METRO 17-113CO
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rights hereunder, and shall take reasonable steps to ensure that unauthorized persons will have no access to them.

GC-39-F The Contractor warrants that the Software will perform according to the specifications set forth in the Contract, that it is owner of the Software, Source Code Materials, and Documentation that it has the right to convey and grant the license herein granted to Metro, and that Metro's use thereof as herein contemplated will not infringe any third party's proprietary rights in the United States. The foregoing warranties shall not apply to the extent the Software is modified by Metro.

GC-39-G Upon Metro's request the Contractor shall generate modifications of and enhancements to the Software not required by the Contract, at the Contractor's rates charged for comparable Work to its most favored customers.

GC-40 AGENT TO ACCEPT SERVICE
The Contractor shall maintain within Los Angeles County a duly authorized agent as identified in the Article entitled NOTICE AND SERVICE THEREOF of the Special Provisions to accept service of legal process on its behalf, and shall keep Metro advised of such authorized agent name and address during the duration of the Contract and for three (3) years after Final Payment, or as long as the Contractor has warranty obligations under the Article entitled WARRANTY herein, whichever period terminates later. In the event that no such duly authorized agent is on file with Metro, the Contractor agrees that the Secretary of State of the State of California shall be the Contractor's authorized agent for service of legal process.

GC-41 CONFLICT OF INTEREST*
GC-41-A Contractor warrants that it has not employed or retained any company or person, other than a bonafide employee working solely for Contractor, to solicit or secure the Contract and that is has not paid or agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gifts or any other consideration, contingent upon or resulting from the award or making of the Contract. For breach of this warranty, or violation of any other prohibition in this Article, Metro shall have the right to terminate the Contract for failure of Contractor to fulfill its Contract obligations.

GC-41-B Contractor agrees that, for the term of the Contract, no member, officer, or employee of Metro, or of a local public body during their employment and for one (1) year thereafter, shall have any interest, direct or indirect, in the Contract, or to any benefit arising thereof as prohibited by Government Code § 1090 and 87100.

GC-41-C The employment by Contractor of personnel on the payroll of Metro for the performance of Work under the Contract will not be permitted, even though such employment may be outside of the employee's regular working hours or on Saturdays, Sundays, holidays, or vacation time. The employment by the Contractor of personnel who have been on Metro payroll within one (1) year prior METRO 17-113CO
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to the date of Contract award, where such employment is caused by and/or dependent upon Contractor securing the Contract or a related contract with Metro, is also prohibited.

GC-41-D Neither the Contractor nor its employees nor its subcontractors or their employees shall give or offer to give any campaign contribution to any member of Metro in violation of Government Code Section 84308.

GC-41-E The Contractor shall not be permitted to participate in any capacity in contracts, subcontracts or proposals (solicited or unsolicited) which may arise from its performance under the Contract and from any solicitations relating to the Project.

GC-42 COVENANT AGAINST CONTINGENT FEES*
GC-42-A The Contractor warrants that no person or Authorized Representative has been specifically employed or retained to solicit or obtain the Contract in exchange for a contingent fee, except a bona fide employee or Agent. A breach or violation of this warranty shall be considered a breach of Contract pursuant to the Article entitled TERMINATION FOR DEFAULT herein. In addition to any rights and remedies otherwise provided for in the Contractor by law, Metro may deduct from the TCP or consideration, or otherwise recover, the full amount of the contingent fee.

GC-42-B "Bona fide Agent", as used in this Article, means an established commercial or selling entity that is maintained by the Contractor for the sole purpose of securing business and that neither exerts nor proposes to exert improper influence to solicit or obtain Metro contract(s) nor holds itself out as being able to obtain any Metro contract(s) through improper influence.

GC-42-C "Bona fide employee", as used in this Article, means a person who is employed by the Contractor and subject to the Contractor's supervision and control as to time, place, and manner of performance and who neither exerts nor proposes to exert improper influence to solicit or obtain Metro contract(s) nor holds itself out as being able to obtain any Metro contract(s) through improper influence.

GC-42-D "Contingent fee", as used in this Article, means any commission, percentage, or other sum that is payable only upon success in securing an Metro contract.

GC-42-E "Improper influence," as used in this Article, means any influence that induces or tends to induce an Metro employee, officer, Contractor, Subcontractor, Authorized Representative, or Consultant to give consideration or to act regarding an Metro Contract on any basis other than the merits of the matter.

GC-43 NO WAIVER
GC-43-A Failure of Metro to enforce at any time, or from time to time, any provision of the Contract shall not be construed as a waiver thereof.

No waiver by Metro of any breach of any provision of the Contract shall constitute a waiver of any other breach or of such provision.

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Failure or delay by Metro to insist upon strict performance of any terms or conditions of the Contract, or to exercise any rights or remedies provided herein by law, shall not be deemed a waiver of any right of Metro to insist upon strict performance of the Contractor's obligations set forth in the Contract, or any of its rights or remedies as to any prior or subsequent default hereunder.

GC-44 CONFIDENTIALITY*
Contractor agrees that for and during the entire term of the Contract, any information, data, figures, records, findings and the like received or generated by the Contractor in the performance of the Contract, shall be considered and kept as the private and privileged records of Metro and will not be divulged to any person, firm, corporation, or other entity except on the direct authorization of Metro. Further, upon termination of the Contract for any cause, Contractor agrees that it will continue to treat as private and privileged any information, data, figures, records and the like, and will not release any such information to any person, firm, corporation or other entity, either by statement, deposition, or as a witness, except upon direct written authority of Metro.

The Contractor shall not publish information or technical data acquired or generated by the Contractor in performing the Contract until such time as such information or technical data is released in published reports by Metro.

GC-45 SAFETY AND LOSS PREVENTION *
This Article is to be construed in its broadest sense for the protection of persons and property by the Contractor and no action or omission by Metro, the Contracting Officer, any Authorized Representative or any other person shall relieve the Contractor of any of its obligations and duties hereunder.

A. Metro’s Safety Principles

1. Safety is a 24/7 priority

2. Safety is everyone’s responsibility

3. Accidents and injuries are preventable

4. Working safely is a condition of employment

5. Training is essential for good safety performance

6. Management is accountable for safety
B. Contractor Responsibilities
The Contractor is responsible for:

1. Complying with all applicable safety Laws

2. Enforcing Worksite safety practices; and
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3. The discovery, determination and correction of any unsafe conditions related to the Contractor’s performance of the Work or Goods supplied by the Contractor on Metro property.

4. The Contractor shall cooperate and coordinate with Metro and with other METRO Contractors on safety matters and shall promptly comply with any specific safety instructions or directions given to the Contractor by METRO.

C. Safety Practices

1. The Contractor shall inform its personnel of METRO safety practices and the requirements of Metro’s safety program identified inMetro Safety Manual for Other Than Major Construction.

2. If any of the Contractor’s personnel are required to visit any Worksites, the Contractor shall furnish suitable safety equipment and enforce the use of such equipment by those personnel. The Contractor shall cooperate and coordinate with Metro and with other Metro Contractors on safety matters and shall promptly comply with any specific safety instructions or directions given to the Contractor by Metro.

GC-46 ENGLISH REQUIREMENTS *
At all times, all Contractor personnel on site must have sufficient knowledge of the English language to comprehend safety related directions and requirements.

At all times the Contractor shall have a lead representative on site who has sufficient comprehension of the English language to read, write, speak and understand all job related directions and discussions.

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COMPENSATION & PAYMENT PROVISIONS (FIRM FIXED PRICE)
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Note:

Articles flagged with an asterisk (*) are Flow-down requirements as defined in Article SUBCONTRACTORS AND SUPPLIERS in Contract Document GENERAL CONDITIONS.

CP-01 BASIS OF COMPENSATION *
Contractor will be paid the Contract Price in accordance with the following Articles, the Payment Schedule in the Article entitled COMPENSATION in the Form of Contract and all other applicable terms and conditions of the Contract.

CP-02 MILESTONE PAYMENTS
A. Applicability
This Article applies only if the Payment Schedule in the Contract provides for Milestone Payments.

B. Definition
A Milestone Payment is a payment of a portion to the Contract Price for completion of the Work based upon the Payment Schedule defined below.

C. Application for Progress Payment
Contractor’s Applications for Progress Payments (“Applications”) shall contain:

1. The original and two copies of the invoice, dated and identifying the Contract Number;

2. A description of the Work completed and how the Milestone Payment was calculated;

3. Certification or proof from subcontractors / suppliers that payments have been made to them for the portion of their work that has been accepted by LACMTA and for which Contractor has been paid;

4. Any other documentation Metro requires to process the Progress Payment;

5. The Contractor’s signature and certification that the Work has been performed in accordance with the Contract, using the form attached hereto as Attachment 1; and

6. Signature of Metro’s Authorized Representative acknowledging that the Work described in the Application has been done in accordance with the Contract.

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D. Terms of Payment

1. Contractor shall submit the Application to Metro, based on the Payment Schedule.

2. Metro will make Milestone Payments within thirty (30) days after it’s receipt of an undisputed and properly submitted Application. Upon receipt of an Application, Metro shall:
a. Review the Application to determine if it is complete and meets Contractual requirements.
b. Return any Application that is not complete or does not meet Contractual requirements, setting forth in writing the reasons for the determination.
c. No Milestone Payments shall be made for Work not performed in accordance with the Contract.

E. The Contractor shall be paid for the Milestone Payments for Earned Value Categories listed below upon completion and approval of the milestone requirements as follows:

1. LACMTA will make payments for the Price Proposal Items as provided in Price Proposal Form (PF-1), Contract Price Summary, with the payment schedule as described below.

2. Milestone Payments are generally listed in the sequence of the Work to be performed. LACMTA at its discretion may elect to pay a Milestone Payment out of sequence if Contractor has completed Work for that portion of the Milestone. LACMTA also at its discretion may elect to make partial payment for a Milestone Payment if it is determined that a discrete portion of the Work has been completed and the remaining portion of the milestone does not have any material impact on the schedule or quality of the Work.

3. Title to material included in any Milestone payment request shall pass to LACMTA upon payment by LACMTA. Said title shall be free of all encumbrances. However, such transfer of title shall not relieve the Contractor of its responsibility for the furnishing, installation, fabrication or inclusion of said materials as a deliverable element of Vehicles procured in accordance with the requirements of the Contract.

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4. Milestone Payments for total price of Price Proposal Form (PF-1), Contract Price Summary are specified below as percentages of the total price for each Milestone listed. Proposed Deviations from Non-Technical Terms and Conditions, Proposers may propose alternate Milestone Payments for consideration by LACMTA.

The LACMTA shall make milestone payments for the Vehicles according to the following schedule:

Ten percent (10%) of the Total Price for the Base Vehicles will be paid as a milestone payment following:

A. Pre-Production Deliverables (4% of Total Base Vehicle Price)

1. Completion of the initial Pre-Production Meeting with receipt of bilaterally approved minutes, and a detailed itemization of significant changes from manufacturers
standard CNG configuration (this shall specifically include a listing of all major system and subsystem components and any structural modifications made to comply with
contractual requirements).

2. Receipt and acceptance of Production Schedule and
Critical Path Milestone schedule.

3. Receipt and acceptance of the Contractor’s Quality
Assurance Manual and ISO 9001 Quality Assurance
Procedures.

4. Receipt and acceptance of the Contractor’s Warranty Plan.

B. Pilot Bus Acceptance (3% of the Total Base Vehicle Price)

1. Pilot Bus as required under SP-06.

2. Draft manuals if not previously delivered.

3. Any other outstanding Contract Deliverables required prior to Pilot Bus acceptance.

4. Receipt of In-Process and As Built Drawings (TS-5.6.8)

5. Mutually agreed upon action items for the First Article Vehicle.

C. First Article Bus Acceptance (3% of the Total Base Vehicle Price)

1. First Article Bus as required under SP-08.

2. Final manuals if not previously delivered.

3. Any other Contract Deliverables required prior to First Article Bus Acceptance.

4. Mutually agreed upon action items for Production Buses.

Note: First Article Milestone Payment will only apply to 1 vehicle. If additional First Article Inspections are required (see SP-22, Continuity of Production) then such buses will be paid in accordance with Article D and E listed below.

METRO 17-113CO
CONTRACT NO.: OP28367-000
ISSUED: 08.10.17
134

COMP & PAYMENT (FIXED PRICE)
PRO FORM 040
REVISION DATE: 08.23.13
D. Milestone Payment for Production Vehicles (This payment shall NOT apply to the Pilot Vehicle or First Article Vehicle.)

1. For 40’ and 60’ CNG Buses -Ninety percent (90%) of the Total Price of each Production Vehicle including Option Vehicles will be paid within 30 days after Acceptance of each Vehicle.

2. For 40’ and 60’ Zero Emission (ZE) Buses
a. Eighty percent (80%) of the Total Price of each Production Vehicle in the Base Order, including Option Vehicles, will be paid within 30 days after Acceptance of each Vehicle. (This payment shall not apply to the Pilot Vehicle or First Article Vehicle.
b. Ten percent (10%) of the Total Price of each Production Vehicle in the Base Order, including Option Vehicles, will be paid, upon compliance with all of the following
conditions:
• After completion of 15,000 miles in service
• All pending warranty/technical/Emission issues closed • Sustained 75% or better vehicle availability during 30 days immediately prior to payment

3. For 40’ and 60’ CNG and ZE Buses
Withhold – Metro reserves the right to withhold payments from the amount due to the Contractor equivalent to the dollar value of the:
 Labor commitment that is not attained by the
Contractor pursuant to the Contractor’s Local
Employment Program (SP-38). The withheld amount
shall be released upon Contractor’s proof of attainment of its Labor Employment Program commitments.
 Warranty Liquidated Damages (SP40.20) accrued due
to Contractor’s failure to meet the warranty
requirements.

E. Milestone Payments for total price of Price Proposal Form (PF-1), Contract Price Summary, Item 2, Spare Parts, from Schedule A, Form PF-2, shall be made upon delivery and acceptance of spare parts to LACMTA. The spare parts shall be delivered in partial separate shipments and shall be of the latest configuration. The Contractor shall submit for LACMTA’s approval a list of spare parts to be delivered from the total list of spare parts on Form PF-2, prior to any shipment. The Contractor shall furnish to LACMTA at the time of the shipment, an itemized breakdown of the quantities and prices of items shipped. The METRO 17-113CO
CONTRACT NO.: OP28367-000
ISSUED: 08.10.17
135

COMP & PAYMENT (FIXED PRICE)
PRO FORM 040
REVISION DATE: 08.23.13
shipments shall be made thirty (30) days prior to the delivery of the First Article Vehicle.

F. Milestone Payments for total price of Price Proposal Form (PF-1), Contract Price Summary, Item 3, Special Tools, from Schedule B, Form PF-3, shall be made upon delivery and acceptance of special tools to LACMTA. The special tools shall be delivered in partial separate shipments and shall be of the latest configuration. The Contractor shall submit for LACMTA’s approval a list of special tools to be delivered from the total list of special tools on Form PF-3, prior to any shipment. The Contractor shall furnish to LACMTA at the time of the shipment, an itemized breakdown of the quantities and prices of items shipped. The shipments shall be made thirty (30) days prior to the delivery of the First Article Vehicle.

G. Milestone Payments for total price of Price Proposal Form (PF-1), Contract Price Summary, Item 4, Diagnostic Test Equipment (DTE) for base buy, from Schedule C, Form PF-4, shall be made upon delivery and acceptance of DTE to LACMTA. The DTE shall be delivered in partial separate shipments and shall be of the latest configuration. The Contractor shall submit for LACMTA’s approval a list of DTE to be delivered from the total list of DTE on Form PF-4, prior to any shipment.

The Contractor shall furnish to LACMTA at the time of the shipment, an itemized breakdown of the quantities and prices of items shipped. The shipments shall be made thirty (30) days prior to the delivery of the First Article Vehicle.

H. Milestone Payments for total price of Price Proposal Form (PF-1), Contract Price Summary, Item 5, Training Aids, from Schedule D, Form PF-5, shall be made upon delivery and acceptance of DTE to LACMTA.

The Training Aids shall be delivered in partial separate shipments and shall be of the latest configuration. The Contractor shall submit for LACMTA’s approval a list of Training Aids to be delivered from the total list of Training Aids on Form PF-5, prior to any shipment. The Contractor shall furnish to LACMTA at the time of the shipment, an itemized breakdown of the quantities and prices of items shipped. The shipments shall be made thirty (30) days prior to the delivery of the First Article Vehicle.

I. Milestone payments for total price of Price Proposal Form (PF-1), Contract Price Summary, Item 6, Manuals (Technical Publications) are specified below as percentages of the total price for each milestone listed.

Milestone Description
Milestone
Percentage
Cumulative
Percentage
A) Approval of each category
of draft manuals listed in
TS- 5.6.4.
50 50
B) Approval and acceptance
of each category of final
50 100
METRO 17-113CO
CONTRACT NO.: OP28367-000
ISSUED: 08.10.17
136

COMP & PAYMENT (FIXED PRICE)
PRO FORM 040
REVISION DATE: 08.23.13
Milestone Description
Milestone
Percentage
Cumulative
Percentage
manuals listed in TS-

5.6.4. J. Full payment for Price Proposal Form (PF-1), Contract Price Summary, Item 7, Performance Bond shall be made upon providing the executed certificate.

K. Milestone payments for total price of Price Proposal Form (PF-1), Contract Price Summary, Item 8, Training is specified below as percentages of the total price for each milestone listed.

Milestone Description
Milestone
Percentage
Cumulative
Percentage
A) Approval of Training
Program Curriculum
and schedule (TS-

5.6.1).
10 10
B) Approval of training
materials, manuals,
guides and aids (TS-

5.6.1, TS 5.6.2 and
TS- 5.6.3).
30 40
C) Successful completion
of operating and
maintenance training
programs (TS 5.6).
60 100
L. Milestone payments for total price of Price Proposal Form (PF-1), Contract Price Summary, Item 9, Vehicle Delivery Charge is 100% of the total price payable 30 days after acceptance of each Vehicle including Option Vehicles.

CP-03 PAYMENT TO SUBCONTRACTORS *
A. Applicability
This Article applies only if the Contractor has employed Subcontractors.

B. Requirements

1. Progress Payments - Contractor shall pay each Subcontractor under this Contract for satisfactory performance of its Subcontract no later than seven (7) days after its receipt of each Progress Payment from Metro.

METRO 17-113CO
CONTRACT NO.: OP28367-000
ISSUED: 08.10.17
137

COMP & PAYMENT (FIXED PRICE)
PRO FORM 040
REVISION DATE: 08.23.13

2. Final Payment to Subcontractors - The Contractor shall pay to each Subcontractor all amounts it has retained from payments under the Subcontract within seven (7) days after the Subcontractor’s Work is satisfactorily completed.

3. Delay in Payment – Contractor shall not delay payment beyond the seven (7) day time limit except for good cause, and only upon the prior written approval of Metro.

C. Failure to Comply
If Metro determines that the Contractor has failed to comply with this Article, Metro may give written notice to the Contractor and the Contractor’s Surety describing the default, that the default shall be cured, and if the default is not cured as provided the Article entitled TERMINATION FOR DEFAULT in the GENERAL CONDITIONS of this Contract, the Contract may be terminated for default as provided therein, or Metro may exercise any other remedy it has under the Contract or Law.

CP-04 PAYMENT OF TAXES *
Unless otherwise specifically provided in this Contract, the Contract Price includes compensation for all taxes the Contractor is required to pay by Laws in effect on the date the Contractor’s bid was opened. The Contractor shall pay all federal, state, and local taxes, and duties applicable to and assessable against any Work, including but not limited to retail sales and use, transportation, export, import, business, and special taxes. The Contractor shall ascertain and pay the taxes when due. The Contractor will maintain auditable Records, subject to Metro reviews, confirming that tax payments are current at all times.

CP-05 FINAL PAYMENT *
A. Final Acceptance
After Final Acceptance of the Work, as provided in the General Conditions of this Contract, Final Payment will be made as follows:

1. Prior to Final Acceptance of the Contract, as provided in the General Conditions of this Contract, the Contractor shall prepare and submit an Application for Final Payment to Metro including:
a. The proposed total amount due the Contractor, segregated by items on the Payment Schedule, Amendments, Change Orders, and other bases for payment;
b. Deductions for prior Progress Payments;
c. Amounts retained;
METRO 17-113CO
CONTRACT NO.: OP28367-000
ISSUED: 08.10.17
138

COMP & PAYMENT (FIXED PRICE)
PRO FORM 040
REVISION DATE: 08.23.13
d. List of Claims the Contractor is filing concurrently with the Application for Final Payment, or a statement that no Claims will be filed with the Application for Final Payment; and
e. List of pending unsettled Claims, stating claimed amounts.

2. Prior Progress Payments shall be subject to correction in Metro’s review of the Application for Final Payment. Claims filed with the Application for Final Payment, or at any time thereafter prior to Final Payment, must be otherwise timely under the Contract and applicable Law.

3. Metro will review the Contractor’s Application for Final Payment will forward any required changes or corrections to the Contractor. Within ten (10) days after receipt of required changes from Metro, the Contractor will make the changes, and, if applicable, list Claims that will be filed as a result of the required changes, and shall submit the revised Application for Final Payment. Upon acceptance by Metro, the revised Application for Final Payment will become the approved Application for Final Payment.

4. If no Claims have been filed with the initial or any revised Application for Final Payment and no Claims remain unsettled within thirty (30) days after Final Acceptance of the Work by Metro, and agreements are reached on all issues regarding the Application for Final Payment, Metro, in exchange for an executed release, satisfactory in form and substance to Metro, will pay the entire sum found due on the approved Application for Final Payment, including the amount, if any, allowed on settled Claims.

5. The release from the Contractor shall be from any and all Claims arising under the Contract, except for Claims that with the concurrence of Metro are specifically reserved, and shall release and waive all unreserved Claims against Metro and its officers, directors, employees and Authorized Representatives. The release shall be accompanied by a certification by the Contractor that:
a. It has resolved all Subcontractor, Supplier and other Claims that are related to the settled Claims included in the Final Payment; b. It has no reason to believe that any party has a valid Claim against the Contractor or Metro which has not been communicated in writing by the Contractor to Metro as of the date of the Certificate; c. All warranties are in full force and effect; and
d. The releases and warranties shall survive final payment.

6. If any Claims remain open, Metro may make final Payment subject to resolution of those Claims. Metro may withhold from the Final Payment an amount not to exceed one hundred fifty percent (150%) of the amount of the open Claims.

METRO 17-113CO
CONTRACT NO.: OP28367-000
ISSUED: 08.10.17
139

COMP & PAYMENT (FIXED PRICE)
PRO FORM 040
REVISION DATE: 08.23.13
B. Discovery of Deficiencies *
Notwithstanding Metro’s acceptance of the Application for Final Payment and irrespective of whether it is before or after Final Payment has been made, Metro shall not be precluded from subsequently showing that:

1. The true and correct amount payable for the Work is different from that previously accepted;

2. The previously accepted Work did not conform to the Contract requirements; or

3. A previous payment, or portion thereof, for Work was improperly made.

Metro shall not be estopped from demanding and recovering damages from the Contractor, as appropriate, under any of the foregoing circumstances as permitted under the Contract or applicable Law.

CP-06 AUDIT REQUIREMENTS *
A. Applicability
This Section applies to the Contractor, its Subcontractors and Suppliers. The Contractor, its Subcontractors and Suppliers shall be subject to audit at any reasonable time by the Authorized Auditors for;

1. Any Costs proposed for a Modification, or

2. Defective Cost or pricing on the Contract including any Modification.

B. Defined Terms
Audit: audit, examine, verify, review, excerpt, vouch or transcribe Contractor’s, Subcontractors’ or Suppliers’ Records.

Authorized Auditors: Metro employees, any firms appointed by Metro or other authorized agencies acting as agents of a Governmental Entity. For federally funded Contracts, Authorized Auditors shall also include the FTA Administrator, the Comptroller General of the United States, or any of their duly authorized representatives.

Costs: Amounts (both direct and indirect) claimed to be due and payable, or anticipated to be incurred in performing the proposed Modification.

Records: All of the Contractor’s, Subcontractors’ or Suppliers’ Cost or pricing data supporting the Modification or Element thereof, including but not limited to books, data, Records, documents, reports, computations and projections, accounting procedures and practices and other evidence, in all forms (e.g. paper or machine readable media such as disk, tape, etc.) or types (e.g., databases, applications software, database management software, utilities, etc.), sufficient to properly reflect the performance of the METRO 17-113CO
CONTRACT NO.: OP28367-000
ISSUED: 08.10.17
140

COMP & PAYMENT (FIXED PRICE)
PRO FORM 040
REVISION DATE: 08.23.13
Work and all Costs claimed to have been incurred or anticipated to be incurred in performing the Work on a proposed Modification. Any information provided by the Contractor, Subcontractor or Supplier on machine-readable media shall be provided in a format accessible and readable by the Authorized Auditors. The detail and depth of Records required as backup support for Audits shall be that which adequately establishes and maintains visibility of both allowable, and identified unallowable costs including directly associated costs.

Reproduce: copy, download, transcribe, print etc. by any means whatsoever free of charge.

C. Access

1. Records
Upon reasonable written advance notice to the Contractor, Subcontractors or Suppliers, with a copy sent to the Contractor’s Authorized Representative, the Authorized Auditors shall have access during Contractor’s normal business hours to all Records related to Costs or performance of the proposed Modification for the purpose of Auditing.

2. Worksites
For any federally funded major capital project, the Authorized Auditors shall include the FTA Administrator or his authorized representatives including any PMO Contractor. Access shall include the Worksite.

D. Records Retention
The Contractor, Subcontractors and Suppliers shall maintain all Records required under this Contract for a period of not less than three years after the date of Termination, in whole or in part or Final Payment, whichever is later.

In the event of litigation or settlement of claims arising from the performance of this Contract, the Contractor, Subcontractor and Suppliers shall maintain all Records related to this Contract until Metro or any Governmental Agency or their duly authorized representatives have disposed of all such litigation, appeals, claims or exceptions related thereto.

E. Reproduction of Records
The Authorized Auditors shall have the right to Reproduce any Contractor, Subcontractor or Supplier Records related to Costs proposed for a Modification. The Contractor, Subcontractor or Supplier shall make said evidence (or to the extent accepted by the Authorized Auditors, photographs, micro-photographs or other authentic reproductions thereof) available to the Authorized Auditors at the Contractor’s offices at all reasonable times and without charge.

METRO 17-113CO
CONTRACT NO.: OP28367-000
ISSUED: 08.10.17
141

COMP & PAYMENT (FIXED PRICE)
PRO FORM 040
REVISION DATE: 08.23.13
F. Modifications
The Contractor, Subcontractors or Suppliers shall maintain and segregate Cost and pricing data and Records sufficient to properly reflect all direct and indirect Costs of whatever nature claimed to have been incurred or anticipated to be incurred in connection with a Modification to the Contract.

G. Defective Cost and Pricing Data
FAR 52-215-10 Price Reduction for Defective Cost or Pricing Data and

52.215-11 Price Reduction for Defective Cost or Pricing Data-Modifications shall apply to this Contract. The term Government referred to in the FAR clauses shall include Metro for purposes of this Contract.

H. Disposition of Audit Findings
The Contracting Officer may use all evidence in the Records including the Audit findings to:

1. Negotiate Modifications, or

2. Demand payment from the Contractor or adjust any Contractor’s invoice to:
a. Reduce amounts found by the Contracting Officer to be unallowable costs; or
b. Adjust for prior overpayments or underpayments.

CP-07 LIQUIDATED DAMAGES
If the Work and specified portions of the Work are not completed and delivered according to the delivery schedule within the number of days set forth in Section SP-10 of the Special Provisions, damage will be sustained by LACMTA. It is and will be impracticable to ascertain the actual damage which LACMTA will sustain.

Damage to LACMTA in the case of failure by the Contractor to complete specified portions of Work within the time as required therefore by the terms of this Contract will include, but not be limited to, the following:

1. Delays in the completion and operation of LACMTA's Transit System;

2. Unreasonable inconvenience to the public;

3. Loss of revenue;

4. Increased costs of Contract administration; and

5. Delays and increased costs to other Contractors.

In the event of and by reason of such delay, subject to the provisions of Section GC-20 of the General Conditions entitled EXTENSION OF TIME, the Contractor shall pay to LACMTA the amount set forth in these provisions as liquidated METRO 17-113CO
CONTRACT NO.: OP28367-000
ISSUED: 08.10.17
142

COMP & PAYMENT (FIXED PRICE)
PRO FORM 040
REVISION DATE: 08.23.13
damages for each day's delay or fraction thereof in completion of the Work as specified in the Special Provisions. LACMTA may deduct the sum of liquidated damages from any monies due or that may become due the Contractor, or if such monies are insufficient, the Contractor or its surety shall pay to LACMTA any deficiency. The remedies provided herein are not exclusive, and are in addition to other rights and remedies provided by law or under this Contract.

A. Just Compensation
In lieu of actual damages, in the event of late submittal, delivery, or acceptance of any deliverables, including vehicles, explicitly noted in Section SP-8, the Contractor agrees to pay LACMTA an amount of money as a reasonable estimate of just compensation for damages contemplated in this Article.

B. The Contractor agrees to make payment in the above amounts in the event of late delivery, and agrees that LACMTA may withhold monies for such from any funds due.

C. Limitations of Liability
Liquidated Damages for late delivery of buses will be limited, for all causes, to a maximum of ten (10) percent of the total price of the Contract.

D. LACMTA Rights
Application of the "Liquidated Damages" provisions of the Contract in no way alters LACMTA's rights under the TERMINATION FOR DEFAULT - DAMAGES FOR DELAY - TIME EXTENSIONS Article of the General Conditions.

METRO 17-113CO
CONTRACT NO.: OP28367-000
ISSUED: 08.10.17
143

COMP & PAYMENT (FIXED PRICE)
PRO FORM 040
REVISION DATE: 08.23.13
Contract No.: OP28367-000
FORTY-FOOT (40') AND SIXTY FOOT (60') LOW FLOOR CNG OR ZERO EMISSION BUS

PROCUREMENT
EXHIBIT 1 - PAYMENT CERTIFICATION

1. I hereby certify to the best of my knowledge and belief that:

A. This Payment Request represents a true and correct statement of the Work performed; B. The Work completed to date under this Contract is in full accordance with the terms of the Contract; and
C. All Subcontractors and/or Suppliers who have performed Work on the project through the closing date of the prior Payment Request have been paid their proportionate share of all previous payments from Metro.

2. I understand that it is a violation of both the federal and California False Claims Acts to knowingly present or cause to be presented to Metro a false claim for payment or approval.

A claim includes a demand or request for money. It is also a violation of the False Claims Acts to knowingly make use of a false Record or statement to get a false claim paid. The term "knowingly" includes either actual knowledge of the information, deliberate ignorance of the truth or falsity of the information, or reckless disregard for the truth or falsity of the information. Proof of specific intent to defraud is not necessary under the False Claims Acts. I understand that the penalties under the Federal False Claims Act and State of California False Claims Act are non-exclusive, and are in addition to any other criminal and/or civil remedies which Metro may have either under contract or law.

I certify under penalty of perjury, under the laws of the State of California, that the foregoing is true and correct
Firm:

Signature:

Name of Certifying Official:

Title:

Date of Execution:

END OF COMPENSATION & PAYMENT PROVISIONS
GROUP
A
- U►
600
40'
CNG
BUSES
FORM
PF-1
(CNG
- 40')
-CONTRACT
PRICE

SUMMARY
(SECOND
BEST
AND
FINAL
OFFER)
Proposer:RFP
No.:

RFP
Tftle:

ELDORADO

NATIONAL
(CALIFORNIA),
INC.

OP28367FORTY
FOOT
(40')
AND
SIXTY
FOOT
(60')
LOW
FLOOR
CNG
OR
ZEB
BUS

PROCUREMENT

1.0 CONTRACT
FOR
Z95
BU
SE
S
(BASE
BU
Y)
Taxable
No.
f~y
t
DescNptlon
of
Item
Unit
Price
Unit
P
c
T
tal
P
'e
1 295
40 ' Low
Fl
oo
r CN
G Buses
(B
ase
Buy)
from
PF-1A
Values
derived
from
PF-1A':

55s5,s3z.00
6615,372.00
5181~53q,740.00
1a
(.ot
Manuals~B
ase
Bud►
S

5.8.4 X2
;281.50
Lump
Sum
523,
400.00
1b
295
Vehicle
DeNvery
Chafe
for
Base
Buy
~
_
A
__
_
Value
of
as
taxable
delivery
cha~es~er
bus":
~ __„
3275.00
~_ 381.125.00
1c
Tax
Base
8 9.7596
558.074.12
617,134,146.90
2 Lot
Reserved
3 Lot
Reserved_
_
_
4 Lot
Reserved
5 Lot
Reserved
e
Lot
Reserved
---
-
—
-
-
-
---
-
7 Lot
Performance
Bond
Base
Buy)
Lump
Sum
S11s,33s.00
8 1.000
Total
Training
Hours
for
Base
Buy"'
x175,000.00
8a
900
Contractor~~o~osedP~imeZ
Base
Bum_
Y
_
_ __i
_
5175.00
__
5157,500_00
eb
100
SubCOntraCtorlSup
fef
Base
Buhl
..
____
~_._
---
-~_
,.___~
-
5175.00_
T T-
y~-$17,500.00
-
-
-
9 29
S
Resen►ed
a

1.0 Total
Price
for

CONTRACT
for
295
Base
Buy
Buses
(Sum
of
llama
"1"
through
"9")
to
be
the
8A313
for
Price
Proposal
evaluation
In U.S.

Dollars
Usin
Words:

ONE

HUNDRED
8 NINETY-NINE

MILLION

SIXTY-SEVEN

THOUSAND
SEVEN

HUNDRED
FOU
In
U.S.

Dollars
Using
Figures:
;199,067,747.90
NOTE
'Taxable
Untt
Price
is
the
Unit
Price
less

1.14 Accessibility
Provisions
on
PF-1A
" Input
the
taxable
portion
of
the
DeNvery
Charge
under
the
Taxable
Unit
Price
column
and
the
total
Delivery
Charge
under
the
Unit
Price
column
"'
Training
Haurs
for
Base
Buy
are
only
estimates
and
not
a guaranteed
level
of
effort.

The
total
for
this
L(ne
is
allot-to-Exceed
provisional
amount.

LACh1TA

PRICING
FORM
RFP
NO.

OP28367
PF1
- CNG
40'
GA12-93
Page
1 ai
5 Amendment
22-
Attachment
2 GROUP
A
-
U.
600
40'
CNG
BUSES
`^~
FORM
PF-1
(CNG
- 40')
-CONTRACT
PRICE

SUMMARY
(SECOND
BEST
AND
FINAL
OFFERS
Proposer:
, ELDORADO

NATIONAL
(CALIFORNIA),
INC.

RFP
No.:

OP28367
RFP
Title:

FORTY
FOOT
(40')
AND
SIXTY
FOOT
(60')
LOW
FLOOR
CNG
OR
ZEB
BUS

PROCUREMENT

2.0 CONTRACT
FOR
150
UP
TO
306
BUSES
(OPTION
BUY)
Taxable
No.
(cy
s
t
Descript(on
of
Item
Unit
Price
Unit
Price
Total
Price
10 _
305
40'
Low
Floor
CNG
Buses
(Option
Buy)
from
PF_1A
for
150
to
305
vehicles'
$595,632.00
$615
:372.00
Ia187,688,g80.00
1oa
Lot
Manuals
(Option
Buy)
(TS

5.6.4)"'
52,281,50
Sum_~523,400.00
10b
3Q5- ----
_
_
_
_
_
Vehicle
Delivery
Charge
for
Option
Buy
Value
of
all
taxable
delivery
charges
per
bus":
_
--
_
_Lump
So.00
$275.00
X83,875.
00 ~
^
-
1oc--
Tax
(Option_Buy)_
--
—
--
_
-

9.7596
358,Q74.12
j $17,714.888.10
—
-
—L
----
-
—
11 Reserved
s
~
12 Lot
PeAormance
Bond
for
OpUon_Buy"'
Lump
Sum
3123,421.00
13 500
Total
Train
ing
Hours
far
Opt(on
Buy
""
387,500.00
13a
450
Contractor
(Proposer/Prime)
Oxon
Buy
S175.o0
378,750.00
13b
5o
Subc:ontractor/Supplier
Option
Buy
5175.00
$8,750.00
14 Reserved
--
$
3 2.0
Total
Price
for

CONTRACT
for
150
Up
to
305
Option
Buy
Buses
(sum
of
Items
"10"
through
"14")
to
be
the
BASIS
for
Price
Proposal
evaluation
In
U.S.

Dollars
Us(n
Words:

TWO
-HUNDRED
FIVE

MILLION

SEVEN-FIUNDRED

TWENTY-ONE

THOUSAND
FIVE
-HUNDRED
•
In
U.S,
Dollars
Usfng
Figures:
=205,721,544.10
NOTE
'Taxable
Unit
Price
is
the
Unit
Price
less

1.14 Accessibility
Prov(sions
an
PF-1A
"
Input
the
taxable
portion
of
the
Delivery
Charge
under
the
Taxable
Unit
Price
column
and
the
total
Delivery
Charge
under
the
Unit
Price
column
"'
Far
proposal
purposes
only,
Manuals
and
Bond
prices
are
for
all
305
bus
Options
exercised.

Actual
cost
will
depend
on
Option
quantity
ordered.
""
Training
Hours
for
Option
Buy
are
only
estimates
and
not
a
guaranteed
level
of
effort.

The
total
for
this
Line
is
allot-to-Exceed
prov(sional
amount

FORTY-FOUR

DOLLARS
&TEN
CENTS
LACMTA

PRICING
FORM
RFP
NO.

OP2B367
PF1
- CNG
40'
GA12-93
PagQ
2 of
5 Amendment
22 -Attachment
2 ~+
GROUP
A
- Ur
:600
40'
CNG
BUSES
FORM
PF-1
(CNG
- 40')
-CONTRACT
PRICE

SUMMARY
(SECOND
BEST
AND
Fl
NAL
OFFER)
Proposer.
~ELDORADO

NATIONAL
(CALIFORNIA),
INC.

RFP
No.:

OP28367
RFP
Title:

FORTY
FOOT
(40')
AND
SIXTY
FOOT
(60')
LOW
FLOOR
CNG
OR
ZEB
BUS

PROCUREMENT

3.0 OPTIONAL

VEHICLE

CONFIGURATION
mIo
gt~.

Oeacription
of
Item

~
Unit
Price
_ 15__
1 3 ADA
Securement
Configuration
TS

81.5_
(Total
15a
-15d)
_
_
__
_,
15a

Direct
Mate~ials/Equipment
--_—.--
_— -_-
--
- -_
--
---
—
---
--
;S5,75o.00
15b
Labor
Instapailon
Costs
~
~y62o.o0
15c
Non
Recurring
Cost
_
—
- ---
---
~--
_ _
.~~0.00
15d
Ot
her
Costs
(Ident(fy)
j X0.00
16 _ ~1
4 ADA
Securement
Configuration
TS

81.5 (Total
16a
-16d)
_
__
_
_
_
16a
Direct
Mate~ials/E~c
uipment
- - ---
,---
- a--
--,
~g9,15o.00
-
-
16b

Labor
InstaAa
Uon
Costs

iS1,o2o.00
16c
Non
RecuRing
Co
st
$0.00
16d
_
Other
Costs
(Idenilfy
--
--
-~~-
-
---
`—~-~--
~
a0.0o
--
17 600
Reserve
d`
*••
17a
295
Reserved
17b
305
Reserved
18 _
_
600
25 -Year
Certified
CNG
Tanks
`_
_
_ _
_
__
18a
295
25 Y~
Certified
CNG
Tanks
for
Base
Buy
18b
305
25 Yr
Certified
CNG
Tanks
for
Option
Buy
for
150
up
to
305
vehides
I
19 _
600
Complete_Autome8c
Passenger
Counter
System
TS

86.3 (Total
19a_19h)
~ 19a
__
295
Direct
Mate~ialslEquipment
for
Base
Buy
APC
_ ___
_
_ _ ~
__
19b
295
Labor
Instag
atlon
Costs
for
Base
Buy
APC
19c
29 5
Non
Recurring
Cost
for
Base
Buy
APC
19d
295
Other
Cosls
(Identify)
for
Base
Buv
APC
Total
for
Base
Buy
APC
__
_
__
_~
_19e
305
Direct
Materials/Equipment
for
Option
Buy
APC
for
150
up
to
305
vehicles
__,_
19f
305
Labor
Instapatlon
Costs
for
Option
Buy
APC
for
15~
to
305
vehicles
19~
_ _
3a5
Non
Recurring
Cost
for
Option
Buhr
APC
for_150
up
to
305
vehicles
~
_
~_
19h
305
Other
Costs
(IdenBfy)
for
Option
Buy
APC
for
150
up
to
305
vehicles
_Total
Price
370.00
310,170.00
-
---~
-
--
-
—
~~
_
3522.000.00
-
$256,650.00
{ $870.00
3265,350.00
a $870.00
~~
J
---_
_._
^
_ ..

S2,757~600.00
-
- - -~
—
~
-54,136.00
_~
-- -
5460.00
_ _
~
—
S
51,355,820.00
1~4,598.Q0
-
--
—
----.

S4,136.Q0
4 _

! 5460.00
_
_,
5 ~
LACMTA

PRICING
FORM
RFP
NO.

OP28367
PF1
- CNG
4D'
GA12-93
Page
3 of
5 Amendment
22-
Attachment
2 GROUP A - Uf . :i00 40' CNG BUSES
FORM PF-1 (CNG - 40') -CONTRACT PRICE SUMMARY
(SECOND BEST AND FINAL OFFER)
Proposer:

RFP No.:

RFP Title:

ELDORADO NATIONAL (CALIFORNIA), INC.

OP28367
FORTY FOOT (40') AND SIXTY FOOT (60') LOW FLOOR CNG OR ZEB BUS PROCUREMENT 1 otal for Option Buy APC for 150 up to 305 vehicles
20 600 Enhanced 360 degree Camera System TS 86.1 (Total 2Qa - 20h) 20a 295 Direct MaterialslEqui~ment for 9ase Buy Enhanced Camera System _ 20b 295 Labor I~stallatlon Costs for Base Buy Enhanced Camera System __ 20c 295 Non Recurring Cost for Base Buy Enhanced Camera System _ 20d 285 Other Costs_Sidentify for Base Buy Enhanced Camera System Total for Base Buy Enhanced Camera System
20e 305 Direct Matetials/Equlpment fnr Option Buy Enhanced Camera System for 150 uP to 305 vehicles 20f _ 305 __Labor Installation Costs for OpUon_Buy Enhanced Camera System for 150 up to 305 vehicles 20g __ 305 Non Recurring Cost for Option Buy Enhanced Camera System for 150 up to 305 vehicles 20h 305 _Other Costs (tdentify~ toy OPUon Buy Enhanced Camera System for 150 up to 305 vehicles Total for Optfan Buy Enhanced Camera System for 150 up to 305 vehicles 600 USB Ports for Passenger CharBi~g Only ~ _ _ __i _
295 USH Ports for Passenger Charging Only for Base Buy
305 USS Ports for Passenger Charging Only for OQtion Buy for 150 up to 305 vehicles __ _600 _Optional Wireless Stop Request Switches Bus setj _` 295 Optional Wteless Stop Request Switches (bus set) for Base Buy ___ _ 305 Optional Wireless Stop Request Switches Bus senor Option Buy for 150 up to 305 vehicles 23 600 Optional Full Color Destination Sign Sets STS 88.3) !3a _ 295 Optional Fup Color Destination Sign Sets~TS 86_3) for Base Buy !3b . 305 OpBona! FuU Color Destination Sign Sets (TS 86.3) for Option Huy for 150 up to 305 vehicles _ i _ S869.00 --
596 00
- - - ~ -- -
- $— — ---
00 _X965.00
.____ S869.00
ass.00
- --$
---~ __
00 $965.00
$141,600.Q0 $480.00
_ __$146,g00.00 $480.00
- ~291,OOO.QO
5143,075.00 __ 5485.00 _~__
X147,925.00 _ $485.00
$1,017,750.00 83,450.00
$1,052,250.00 $3,g50.00
Z4 Lot Spate Pa~From Schedule A, Form PF-2) _ $2,237,668.65 t5 Lot Special Tool~Scheduls B Form PF-3)___ X7,710.00
26 _,Lot Diagnostic Test Equipment (Schedule C, Form PF-4) $355,010.00 ?7 Lot Training Aids Schedule D, Form PF-54__ _.__ _ ~_ ~ asse,aso.00 D Total P~Ice for OPTIONAL VEHICLE CONFIGURATION (Sum of Items "15 through 27") for OPTIONAL EQU1PMEfJT to be BASIS for Price Proposal evaluation.

U.S. Dollars Using Words: TEN-MILLION EIGHT-T1N0 THOUSAND NINE-HUNDRED EIGHTY-FIrNT nnl l ARS R SIXTY_F $1,401,780.00 ~34,596.Q0

LACMTA PRICING FORM
RFP NO. OP28367 PF1 - CNG 40'
GA12-93 Page 4 of 5 Amendment 22- Attactunent 2

GROUP A - OF .00 40' CNG BUSES
FORM PF-1 (CNG - 40') -CONTRACT PRICE SUMMARY
(SECOND BEST AND FINAL OFFER)
Proposer:

RFP No.:

RFP Title:

ELDORADO NATEONAL (CALIFORNIA), INC.

OP28367
FORTY FOOT (40') AND SIXTY FOOT (60') LOW FLOOR CNG OR ZEB BUS PROCUREMENT In U.S. Dollars Using Figures: 510,082,988,65
"" Proposer shall provide base Law Nox Engine for each bus with the following Emission Levels:

ISLG engine is not the base engine re uirement. Low Nox engine is the base re uirement and therefore no longer an option.

Oxides of Nitrogen (NOx) Particulate Matter (PM) grams
Grams er brake horse ower-hour of bfake horse oWe~ hoU~ o.oz o.o~

4.0 CONTRACT FOR BASE BUY, OPTION BUY, AND OPTtONALVEHICLE CONFIGURATION DescriMton of Item
1:0 TotaiPrice for CONTRACT for 295 Base'Buy Buses to be the BASIS for PHce Proposal evaluation __ _ S1S9 067,747.80

2.0 Total P~iee for- CONTRACT for 150 U~ to 305' O~on~BUses to be the BASIS for Price Proposal evacuation ;205,72.1,544.10

3.0 Total Price for OPTIONAL VEHICLE CONFIGURATION for OPTIONAL EQUIPMENT to be BASIS for Pace Primal evaluatios10~082~988.66

4.0 Total Pnce for CONTRACT for 295 Base Buy_Buses, for150 up to 305 Option Bud► Busesi and Optional Vehicle Confl uratlan for Optional E~uipmertt combined to be the overn118AS18 for Prtce Proposal evaluation ~ Y in U.S. Dollars Usin Words: FOUR-HUNDRED FOURTEEN MILLION EIGHT HUNDRED SEVENT1f-TWO THOUSAND TWO-Hi In U.S.~Doilars~Using~F urea: 1414,872,280.65
~ "- 415/2017 -- ~ ..
(Sig cure o erson E ecuting roposal) Date
'TONY WAYNE VICE PRESIDENT 8 GENERAL MANAG[
t ype Name, Title
JNDRED EIGHT DOLLARS 8 SIXTY-FIVE CENTS

LACMTA PRICING FORM
RFP NO. OP28367 PF1 - CNG 40'
GA12-93 Page 5 of 5 Amendment 22- Attachment 2

GROUP A - UP T'~ 600 40' CNG BUSES
FORM F, A (CNG - 40')

SUBSYSTEM EQUIPMENT
(SECOND BEST AND FINAL OFFER)
Proposer: ELDORADO NATIONAL (CALIFORNIA), INC
RFP No. OP28367

BASE BUY
NO. DESCRIPTIONOF ITEM
1 Purchased Subsystem Equipment (Items 1.1 through 1.99) **

1.1 TS 9. Propulsion Power Assembly (PPA)"**

1.2 TS 9. Engine

1.3 TS 10. Coaling System

1.4 TS 18. Fuel System

1.5 TS 31. Suspension

1.6 TS 33. Steering System

1.7 TS 37. Brakes

1.8 TS 39. Pneumatic System

1.9 TS 42. Charging System

1.10 TS 44. Multiplex Control System

1.11 TS 54. HVAC Climate Control System

1.12 TS 78. Passenger Seats

1.13 TS 80. Doors
', 1.14 TS 81. Accessibility Provisions

1.15 TS 86. Communications

1.16 TS 11 Transmission

1.99 All other bus subsystem equipment not included above $18, 372
$60, 324
$12,650
$68,300
$19,950
$4,950
$3,260
$6,850
$36,800
$24,200
$29,450
$28,955
$14,830
$19,740
$3,244
$21,028
$242,469
TOTAL CNG BUS PRICE ~ $615,372
~` Transfer Total CNG Bus Price to Contract Price Summary Form (PF-1 -Unit Price column, line Item 1 -Base Buy Notes: 1. "" Price shall include design, engineering, manufacturing/assembly, testing, shipping, profit and other associated costs. Price for each subsystem equipment shall include all applicable apparatus.

2. Price for line Item Nos. 1a-27 in the CONTRACT PRICE SUMMARY(Form PF-1) shall not be included in computing price of any of the line items above.

3. *** PPA unit price for line item 1.1 excludes prices for items 1.2 through 1.99

Page 1 of 2 ends

Gardena City CouncilApril 26, 2022

Gardena City Council
April 26, 2022