Attachment 2 - General Service Agreement — Manteca City Council, June 7, 2022

GENERAL SERVICE AGREEMENT BETWEEN THE CITY OF MANTECA AND

CAGWIN & DORWARD FOR LANDSCAPE MAINTENANCE SERVICES
This Agreement is made and entered into this ____ day of _________, 20__, by and between the CITY OF MANTECA, a public body, corporate and politic ("City") and Cagwin & Dorward, a California, LLC corporation ("Contractor").

RECITALS
Whereas, the City selected Contractor’s March 31, 2022, response to the City’s Request for Proposal for Landscape Maintenance Services (“the Services”), as issued on February 15, 2022; and
Whereas, Contractor possesses the skill, experience, ability, background, certification, and knowledge to provide the Services described in this Agreement on the terms and conditions specified herein; and
Whereas, the City desires to retain Contractor to render the Services as set forth in this Agreement.

AGREEMENT

1. Scope of Services. Contractor shall perform the Services as described in the scope of work as set forth in Attachment 1, subject to the exceptions to said scope of work, which are set forth in Attachment 2, both of which are incorporated herein by this reference. Contractor shall provide these Services at the time, place, and in the manner specified in Attachment 1, subject to the direction of the City through its staff that may be provided from time to time. Performance of said landscaping services is sometimes referred to herein as “the Project.”

2. Work Through City Staff. Contractor shall perform Services pursuant to this Agreement solely through City staff. All requests shall be noted to City in an expeditious manner.

3. Time of Performance. The length of this Agreement shall be three (3) years.

Services will commence on July 1, 2022, and will continue through June 30, 2025. This Agreement may be extended for an additional two one-year (1-year) terms upon further written amendment and budget appropriation.

4. Compensation. Subject to the Schedule of Fees set forth in Attachment 3, which is incorporated herein as if set forth in full, compensation to Contractor shall not exceed ONE HUNDRED AND FIVE THOUSAND DOLLARS ($105,000.00) per fiscal year absent further, written, authorization by the City. Said compensation shall further not exceed a total of THREE HUNDRED AND FIFTEEN THOUSAND DOLLARS ($315,000.00) for the three-year term of this Agreement, subject to any future amendments. Payment by City under this Agreement shall not be deemed a waiver of any defects, even if those defects were known to the City at the time of payment.
1 ATTACHMENT 2

5. Method of Payment. Contractor shall submit monthly billings, consist with the Schedule of Fees, to the City specifying and describing the work performed during the preceding month. Contractor’s bills shall include a brief description of the services performed, the date the services were performed, the number of hours expended and by whom, and a description of any reimbursable expenditures. Full payment of each task will only be made at such time as each task is completed.

City shall pay Contractor no later than 30 days after approval of the monthly invoice by City staff.

Payments may be delayed by City if Contractor fails to provide services in accordance with the Schedule of Activities, unless the City has provided prior written consent to any delay in the schedule.

6. Extra Work. At any time during the term of this Agreement, the City may request Contractor perform Extra Work. As used herein, the term "Extra Work" means any work that is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the time of execution of this Agreement or that is specifically excluded from the Services. Contractor shall not perform, nor be compensated for, Extra Work without the City’s prior written authorization.

7. Termination. This Agreement may be terminated by the City immediately for cause, or by either party without cause upon 15 days’ prior written notice of termination. Upon termination, Contractor shall be entitled to compensation for services performed up to the effective date of termination upon submittal of an invoice for same.

8. Ownership of Documents; Confidentiality.

A. All plans, studies, documents, and other writings prepared by and for Contractor, its officers, employees, agents, and subcontractors in the course of implementing this Agreement, except working notes and internal documents, shall become the property of City upon payment to Contractor for such work. City shall have the sole right to use such materials in its discretion without further compensation to Contractor or to any other party. Contractor shall, at Contractor's expense, provide such reports, plans, studies, documents and other writings to City upon written request by City. Contractor shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose.

B. All memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other documents and data, either created by or provided to Contractor in connection with the performance of this Agreement, shall be held confidential by Contractor. These materials shall not, without the City’s prior written consent, be used by Contractor for any purposes other than the performance of the Services under this Agreement. Nor shall these materials be disclosed to any person or entity not connected with the performance of services under this Agreement. Nothing furnished to Contractor that is otherwise known to Contractor, or is generally known, or has become known to the related profession shall be deemed confidential. Contractor shall not use City's name or insignia, photographs relating to the Project for which Contractor's services are rendered, or any publicity pertaining to the Contractor’s services under this Agreement in any magazine, trade paper, 2 ATTACHMENT 2
newspaper, television or radio production, or other similar medium without the City’s prior written consent.

9. Contractor's Books and Records.

A. Contractor shall maintain all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements charged to City, for a minimum period of three years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement.

B. Contractor shall maintain all records that document performance under this Agreement for a minimum period of three years, or for any longer period required by law, from the date of termination or completion of this Agreement.

C. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit at any time during regular business hours, upon written request by the City Manager, City Attorney, City Auditor, or a designated representative of any of these officers. Copies of such documents shall be provided to City for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Contractor's address specified in Section 16 of this Agreement.

D. Where City has reason to believe that records or documents may be lost or discarded due to the dissolution or termination of Contractor's business, City may, by written request, require that custody of the records be given to the City and that the records and documents be maintained in City Hall. Access to these records and documents shall be granted to any party authorized by Contractor, Contractor's representatives, or Contractor’s successor-in-interest.

10. Independent Contractor. In the performance of the work and services required by this Agreement, Contractor shall act as and be an independent contractor and not an agent, or employee of the City. Contractor shall obtain no rights to retirement or other benefits that accrue to City's employees, and Contractor expressly waives any claim it may have to any such rights.

11. Interest of Contractor.

A. Contractor represents that neither it nor any employee has any investment or interest in real property, and shall not acquire any such interest, direct or indirect, within the area covered by this Agreement, or any other source of income, interest in real property, or investment that would be affected in any manner or degree by the performance of Contractor’s services hereunder. Contractor further represents that, in the performance of its duties hereunder; no person having any such interest shall perform any services under this Agreement.

B. Contractor is not a designated employee within the meaning of the Political Reform Act because Contractor:
(1) will conduct research and arrive at conclusions with respect to its rendition of information, advice, recommendation, or counsel 3 ATTACHMENT 2
independent of the control and direction of the City, or of any City official, other than normal Agreement monitoring; and
(2) possesses no authority with respect to any City decision beyond the rendition of information, advice, recommendation, or counsel. (FPPC Reg. 18700(a)(2).)

12. Professional Ability of Contractor.

A. City is relying upon the professional training and ability of Contractor to perform the services hereunder as a material inducement to enter into this Agreement. Contractor shall therefore provide skilled professional and technical personnel to perform all services under this Agreement. All work performed by Contractor shall be in accordance with applicable legal requirements and shall meet the standard of quality ordinarily to be expected of competent professionals in Contractor’s field of expertise.

B. The primary provider of the services required by this Agreement shall be Cagwin & Doward.

13. Compliance with Laws. Contractor shall use the customary standard of care in its profession to comply with all applicable federal, state, and local statutes, codes, ordinances, and regulations.

14. Licenses. Contractor represents and warrants to City that it has all licenses, permits, qualifications, insurance, and approvals that are legally required of Contractor to practice its profession. Contractor represents and warrants to City that Contractor shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance, and approvals that are legally required of Contractor to practice its profession.

15. Indemnification and Hold Harmless. Contractor agrees to defend, indemnify, and hold harmless the City, its officers, officials, agents, employees, and volunteers, from and against any and all claims, demands, actions, losses, damages, injuries, and liability, direct or indirect (including any and all costs and expenses in connection therewith), arising out of Contractor’s performance of this Agreement, or Contractor’s failure to comply with any of its obligations contained in this Agreement; excluding, however, any claim arising out of the active negligence or willful misconduct of the City, its officers, agents, employees, or volunteers.

16. Insurance Requirements.

A. Job specific insurance requirements can be found on the Attachment 5.

Other insurance provisions can be found below:

B. Endorsements. Each general liability and automobile liability insurance policy shall be with insurers possessing an A.M. Best's rating of no less than A:VII and shall be endorsed with language substantially as follows:
(1) The City, it’s elected and appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with 4 ATTACHMENT 2
respect to liability arising out of work performed by or on behalf of the Contractor, including materials, parts, or equipment furnished in connection with such work.
(2) The policy shall be considered primary insurance as respects the City, its elected and appointed officers, officials, employees, agents and volunteers. Any insurance maintained by the City, including any self-insured retention the City may have, shall be considered excess insurance only and shall not contribute with it. (3) The insurance shall apply to each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. (4) The insurer waives all rights of subrogation against the City, its elected and appointed officers, officials, employees, and agents. (5) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected and appointed officers, officials, employees, agents, or volunteers.
(6) The insurance provided by the policy shall not be suspended, voided, canceled, or reduced in coverage or in limits except after 30 days written notice has been received by the City.
(7) The City will not accept any endorsements that were issued in 2004. Acceptable endorsement forms are CG 20 10 11 85 or both CG 20 10 10 01 and CG 20 37 10 01.

C. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the City's option, Contractor shall demonstrate financial capability for payment of those deductibles or self-insured retentions.

D. Certificates of Insurance. Contractor shall provide to City certificates of insurance with original endorsements as evidence of the required insurance coverage. Certificates of insurance shall be filed with the City on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the City at all times during the term of this Agreement.

17. Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section.

If to City: City of Manteca
1001 W. Center Street
Manteca, CA 95337
Attention: Cody Ross
5 ATTACHMENT 2
If to Consultant: Cagwin & Dorward
1422 Technology Lane
Petaluma, CA 94954
Attention: Tracy Berry

18. Entire Agreement. This Agreement constitutes the complete and exclusive statement of Agreement between the City and Contractor. All prior written and oral communications, including correspondence, drafts, memoranda, and representations, are superseded in their entirety by this Agreement.

19. Amendments. This Agreement may be amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney.

20. Assignment and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience, and competence of Contractor. Assignments of any or all rights, duties, or obligations of the Contractor under this Agreement will be permitted only with the express written consent of the City.

Contractor shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of the City. If City consents to such subcontract, Contractor shall be fully responsible to City for all acts or omissions of the subcontractor. Nothing in this Agreement shall create any contractual relationship between City and subcontractor nor shall it create any obligation on the part of the City to pay any monies due to any such subcontractor other than as may be required by law.

21. Waiver. Waiver of any breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach or default of the same or any other provision under this Agreement.

22. Severability. If any provision of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.

23. Controlling Law; Venue. This Agreement and all matters relating to it shall be governed by the laws of the State of California, and any legal action relating to this Agreement shall take place in the Superior Court, County of San Joaquin.

24. Litigation Expenses and Attorneys' Fees. If either party to this Agreement commences any legal action against the other party arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees.

25. Mediation. The parties agree to make a good faith attempt to resolve any disputes arising out of this Agreement through mediation prior to commencing litigation. The parties shall mutually agree upon the mediator and shall divide the costs of mediation equally. If the parties are unable to agree upon a mediator, the dispute shall be submitted to JAMS/ENDISPUTE ("JAMS") or its successor in interest. JAMS shall provide the parties with the names of five qualified mediators. Each party shall have the option to strike two of the five mediators selected 6 ATTACHMENT 2
by JAMS, and thereafter the mediator remaining shall hear the dispute. If the dispute remains unresolved after mediation, either party may commence litigation.

26. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy has been signed by both parties.

27. Authority to Enter Agreement. Contractor warrants that it has all requisite power and authority to conduct its business and to execute, deliver, and perform this Agreement. Each party warrants to the other that the signatories to this Agreement have the legal power, right, and authority to enter into this Agreement and to bind each party.

28. Prohibited Interests.

A. Contractor warrants that it has not employed or retained any person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement.

Further, Contractor warrants that it has neither paid nor agreed to pay any person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For any breach or violation of this warranty, City shall have the right to rescind this Agreement without liability.

B. For the term of this Agreement, no member, officer, or employee of City, during the period of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

29. Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer, and it shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

30. Federal Terms and Conditions. Due to the use of Federal funds for the payment of a portion of the Services provided hereunder, the Federal Terms and Conditions, as set forth in Attachment 4 hereto, which is incorporated herein as if set forth herein, also govern the performance obligations and interpretation of terms of this Agreement.

31. Precedence. In case of conflict between Contractor’s Proposal/ Contractor’s attachments and the City’s Agreement/City’s attachments, the City’s Agreement and City’s attachments shall take precedence over Contractor’s proposal/ Contractor’s attachments. 7 ATTACHMENT 2
This Space Purposely Left Blank
8 ATTACHMENT 2
TO EFFECTUATE THIS AGREEMENT, each of the parties has caused this Agreement to be executed by its duly authorized representative as of the date set forth in the introductory paragraph on page 1 above.

CONTRACTOR:
___________________________________
(Type name of Consultant/form of organization)*
By: ___________________________________
(Signature)
___________________________________
(Type name and title)
By: ___________________________________
(Signature)
___________________________________
(Type name and title)
Address: ____________________________
____________________________
Telephone: ____________________________
CITY OF MANTECA:
_________________________________
Toni Lundgren, Interim City Manager
ATTEST:
_________________________________
Cassandra Candini-Tilton,
Director of Legislative Services
COUNTERSIGNED:
_________________________________
Bret Harmon,
Director of Finance
COUNTERSIGNED:
_________________________________
Dawn Cortesi,
Interim Director of Human Resources
APPROVED AS TO FORM:

L. David Nefouse, City Attorney
By:_________________________________
Carrie Woolley, Assistant City Attorney
9 ATTACHMENT 2
ATTACHMENT 1

SCOPE OF WORK
10 ATTACHMENT 2

5.2 Protest Procedures
Protest Prior to Proposal Opening Protests regarding any aspect of the attached materials and CITY selection procedures must be submitted in writing (via mail, email, or FAX) to the Project Manager, 1001 W. Center St., Manteca, CA, 95337, (email:[email protected]), (fax: 209-923-8947), at least 10 calendar days prior to proposal deadline. The Project Manager will respond to these protests within 7 calendar days of receipt with an addendum to this RFP, by express mail, email, and/or fax. This action completes the pre-opening administrative protest remedy at the CITY level.

Protests After Proposal Opening/Announcement of Award. Protests regarding the CITY’s proposed selection of PROPOSER after proposal opening and award announcement must be submitted in writing (via, email, or FAX) to the Project Manager, 1001 W. Center St., Manteca, CA, 95337, (email: [email protected]), (fax: 209-923-8947), within five (5) calendar days of City Council approval. The Project Manager will respond to these protests within 5 calendar days of protest receipt by email and/or fax. This action completes the opening/award announcement administrative protest remedy at the CITY level.

Section 6 Contractor Requirements

6.1 General Requirements
A. Contractor shall have a valid City of Manteca business license prior to start of services.

B. Contractor shall have a current California C-27 Contractors License.

C. Contractor shall have a valid State of California Pest Control Operators License and a valid Qualified Applicators License (QAL) with category B.

D. Any contractor working under City of Manteca in a Cal-Trans Right-of-Way will be required to have an active Contractor Routine Maintenance Permit issued through Cal-Trans. All applicable fees for the permit are the responsibility of the successful bidder. All work completed by the contractor will comply with the California Manual on Uniform Traffic Control Devices.

E. Contractor shall have a minimum of one International Society of Arboriculture Certified Arborist on staff to train or direct staff who may perform any required tree maintenance operations.

Section 7 Scope of Work

7.1 Project Objectives
The City of Manteca hereby invites written formal proposals from qualified firms interested in providing Landscape Maintenance Services for the City of Manteca. 16 11 ATTACHMENT 2
Maintenance is required throughout the City and the locations are defined on the accompanying attachments. Each proposal must provide for the entire work needed to accomplish the minimum acceptable level of maintenance for each group. Each area will have a variety of landscape maintenance needs as specified in this document and the attachments hereto. Descriptions, maps, and square footage information included in the accompanying attachments are provided for clarity purposes, only. The CITY accepts no responsibility for the accuracy of the information contained therein. PROPOSERS are strongly advised to verify actual locations and dimensions of the specific areas to be maintained.

The maintenance services to be provided for these areas shall require, at a minimum, a professional and qualified landscape maintenance business or equivalent, herein after referred to as “Contractor,” to be responsible for the overall maintenance of those areas bid upon, and to prepare an itemized monthly statement showing services performed. All businesses shall have a valid City of Manteca business license to provide services and must have the appropriate licenses necessary to apply pesticides as required for maintenance services proposed.

A. Scope of Maintenance Services

Contractor shall furnish all labor, tools, equipment, fertilizers, herbicides, and materials necessary for performance of the maintenance work and services in the manner specified herein for each of the maintenance areas of service. The specific services of Contractor shall include, but not be limited to the following:

1. Prepare a preliminary estimate for material and labor costs associated with needed services not directly covered by this Agreement.

B. Services Provided by City

1. Assign Parks Manager or Designee as staff contact.

2. Pay monthly service rate to Contractor.

C. Contract Additions

1. New medians, landscapes, and or facilities may be added to the contract as they become completed or as additional financing becomes available.

The City will provide a written request for an additional price quote describing the proposed site to be added to the contract. Once the quote has been provided and approved by the City, it will be considered part of the contract and will be subject to specifications and requirements contained within the agreement.

7.2 Damage by Contractor

All damages incurred to existing facilities by the Contractor's operation shall be repaired or replaced at the Contractor's expense. All such repairs or replacements shall be completed within the following time limits:
17 12 ATTACHMENT 2
A. Irrigation damage shall be repaired or replaced within one (1) watering cycle.

B. All damages to shrubs, trees, turf or groundcover shall be repaired or replaced within five (5) working days.

C. Minor damage to trees such as bark lost from impact of mowing equipment shall be remedied at the direction of a Certified Arborist. If damage results in loss of a tree, the damaged tree shall be removed and replaced to comply with the specific instructions of City.

D. Minor damage to shrubbery may be corrected by appropriate pruning as required in Section II. Major damage shall be corrected by removal of the damaged shrub and replacement to comply with the provisions in Section II.

E. All damage resulting from chemical operation, such as spray-drift or lateralleaching, shall be corrected in accordance with the aforementioned maintenance practices and the soil conditioned to insure its ability to support plant life.

F. All damage caused to components of the sites such as pumps, pump houses, doors, drainage structures, walkways, fences, light fixtures etc. from accidents or cumulative effects of incidents caused by the carelessness of Contractor's staff shall be immediately corrected at the Contractor's expense.

7.3 Safety
Contractor agrees to perform all work outlined in this Agreement in such a manner as to meet all accepted standards for safe practices. Contractor shall safely maintain stored equipment, machines, and materials or other hazards consequential or related to the work and agrees additionally to accept the sole responsibility for complying with all local, City, State or other legal requirements including, but not limited to, full compliance with the terms of the applicable O.S.H.A. and CAL-O.S.H.A. Safety Orders at all times so as to protect all persons, including Contractor's employees, agents of the City, vendors, members of the public or others from foreseeable injury, or damage to their property.

Contractor shall inspect for potential hazards at the various sites covered by this RFP and keep a log indicating the date inspected and action taken.

It shall be the Contractor's responsibility to inspect, and identify, any condition(s) that renders any portion of the area unsafe, as well as any unsafe practices occurring thereon. The City shall be notified immediately of any unsafe condition that requires major correction. Contractor shall be responsible for making minor corrections including, but not limited to; filling holes in turf areas and paving, using barricades or traffic cones to alert the area so as to protect members of the public or others from injury.

7.4 Hours and Days of Maintenance
The basic daily hours of maintenance service shall be from 7:00 a.m. to 4:00 p.m.

Contractor shall provide adequate staffing to perform the required maintenance services during the prescribed hours five (5) days per week. Any changes in the 18 13 ATTACHMENT 2
days and hours of operation heretofore prescribed shall be subject to approval by the City.

7.5 Non-Interference
Contractor shall not interfere with the public use of the premises and shall conduct its operations as to offer the least possible obstruction and inconvenience to the public or disruption to the peace and quiet of the area within which the services are performed.

7.6 General Requirements
A. Contractor shall thoroughly complete each task in a professional, workmanlike manner. To this end, they will use equipment and materials that comply with all current regulations. The safety of workers, passersby, and the public shall be paramount.

B. Contractor shall provide the labor, materials, and equipment necessary for the provision of grounds and landscape maintenance services, except as otherwise specified hereinafter. Tasks shall be performed in accordance with standards contained herein, at no less than the frequencies set forth herein.

C. Contractor is hereby required to render and provide grounds maintenance services including, but not limited to, turf mowing, edging, trimming, fertilization, aeration, irrigation, hand watering and bleeding of valves as necessary during emergencies when automatic systems are not functioning, pruning and renovation of turf and shrub areas as well as provide weed control, disease control, tree maintenance, repair of walkways, pumps, walkway lighting systems and the necessary maintenance to specifications and frequencies as set forth herein or revised by City.

D. Contractor shall not perform any operations, particularly during periods of inclement weather, which may destroy or damage groundcover or turf areas.

E. The Contractor recognizes, that during the course of this Agreement, other activities and operations may be conducted by City work forces and other contracted parties. These activities may include, but, not be limited to, landscape refurbishment, irrigation system modification or repair, construction and/or storm related operations. The Contractor may be required to modify or curtail certain tasks and operations and shall promptly comply with any request by the City to modify or curtail impacted tasks covered by this Agreement.

F. Contractor shall be required to identify equipment and vehicles used at City facilities with decals identifying the Contractor's name and phone number.

G. The scope of services set forth in the Request for Proposals represents an outline of the services which the CITY anticipates the successful contractor to perform, and is presented for the primary purpose of allowing the CITY to compare proposals. The precise scope of services to be incorporated into the Professional Services Agreement shall be negotiated between the CITY and the successful contractor. The CITY requests that the contractor suggest changes to 19 14 ATTACHMENT 2
the scope of services (as a part of the proposal) in order to achieve the CITY’s stated project objectives.

Section 8 Maintenance Specifications

8.1 Turf Care
A. Mowing
All turf to be cut at 2.5 inches during March through November and at 2 inches during December to February of each year. The mowing heights will be adjusted by the City during periods of renovation. All grass clippings will be collected and removed from the site on the same day the area is mowed. A mowing schedule will be established and maintained. This schedule will provide that all areas will be mowed not less than once a week during the warm season of March to November and once every two weeks during the cool season of December to February. This schedule will be submitted to the City for approval. Areas that have the “no mow/mow less” type of grass shall be mowed once per year, or as needed to keep grasses in an aesthetically pleasing manner.

B. Power Edge
With each mowing, the edge of the grass along sidewalks, curbs, shrub and flower beds, and walls shall be trimmed to a neat and uniform line. Where trees and shrubs occur in turf areas, all grass shall be removed 12 inches from the trunks of trees and away from the drip line of shrubs by use of power scythe, approved chemicals, or small mowers as required. Trim around all sprinkler heads as necessary in order to provide maximum water coverage. Edging will be done concurrent with each mowing. The edge of the turf shall be trimmed around valve boxes, meter boxes, backflow devices or any structures located within the turf areas. All turf edges are to be maintained to prevent grass invasion into adjacent shrub, flower, and ground cover bed areas. All clippings shall be removed from the site the same day area is edged. After mowing and edging is completed all adjacent walkways shall be cleaned to remove accumulated debris and limit hazardous conditions.

C. Weed Control
Control turf weeds as needed in accordance with industry standard to maintain turf stands that are 90% weed free.

D. Aerification
Aerate all turf areas two (2) times annually (Spring, prior to fertilization and Fall, prior to fertilization) or at the discretion of the City. Aerate all turf by using ½ inch tines removing 2-inch cores of sod with an aerator machine at not more than 6- inch spacing once over. City is to be notified at least two (2) weeks prior to the exact date of aerating.
20 15 ATTACHMENT 2
E. Fertilization
Turf shall be fertilized twice (2 times) a year (Spring and Fall) directly after turf aerification. All fertilizer used shall be inorganic and granular and consist of a balanced mixture of nitrogen, phosphorous, and potassium (NPK). The Contractor shall provide the City with the type and application rate and provide a fertilization schedule, with two (2) weeks' notification prior to the proposed fertilization. All turf areas fertilized shall be thoroughly soaked immediately after fertilization.

F. Irrigation
Irrigation, including hand watering and bleeding of valves during an emergency situation, as required to maintain adequate growth rate and appearance and in accordance with a schedule most conducive to plant growth. Contractor shall be proficient with Rain Master, Irritrol, Rain Bird TBOS, and Hunter irrigation controllers as well as be familiar with the Motorola irrigation systems. Contractor shall contact the manufacturer for service and training on an as-needed basis. If contractor does not have access to the Motorola Central Irrigation Control software, the City will enter programs at the direction of the Contractor. Contractor shall provide City with a quarterly written irrigation report. City shall have the ability to change the irrigation schedule if deemed necessary. During winter months or when weather is 32 degrees or lower, contractor shall run irrigation booster pump once a week for a minimum of five minutes. Adequate soil moisture will be determined by programming the automatic sprinkler controllers as follows:

1. Consideration must be given to the soil conditions, season temperatures, wind conditions, humidity, minimizing runoff and the relationship of conditions which affect day and night watering. This may include daytime watering during winter weather to prevent icy conditions and manual operation of the irrigation system during periods of windy or inclement weather. During freezing and/or windy conditions, automatic irrigation will be discontinued.

2. In areas where wind creates problems of spraying water onto private property or road right-of-ways, the controllers shall be set to operate during the period of lowest wind velocity which would normally occur at night (between the hours of 11:00 p.m. and 6:00 a.m.)

3. The Contractor shall be responsible for monitoring all systems within the jurisdiction of this specification and correct for: coverage, adjustment, clogging of lines, and removal of obstacles, including plant materials which obstruct the spray.

4. Check systems and adjust and/or repair any sprinkler heads causing excessive runoff, including slope areas, or which throw directly onto roadway paving or walks (where sprinkler heads can be adjusted) within the Zone.

5. All controllers shall be adjusted to consider the water requirements of each season, plant community, and adverse weather changes and local watering ordinances.
21 16 ATTACHMENT 2

6. Irrigation system will be controlled by Contractor in such a way as not to cause an excessively wet area which could interfere with the Contractor’s ability to mow all turf.

7. The Contractor shall observe and note any deficiencies occurring from the original design and review these findings with the City, so necessary improvements can be considered.

8. Contractor shall notify the City about all leaking or defective valves within twenty-four (24) hours following scheduled maintenance.

9. A soil probe shall be used to a depth of twelve (12) inches to determine the water penetration by random testing of the root zones.

10. The bleeding of valves and hand watering are to be used only in emergency situations.

11. Contractor shall observe all State and local drought restrictions.

8.2 Shrub, Ground Cover and Vine Care
A. Shrub Pruning
Contractor shall provide a complete and properly managed shrub pruning program.

Pruning operations shall promote the desired appearance, natural shape, and overall health of the plant species to be pruned. Although shearing may be necessary, it is to be completed only if approved by the City. When planted in masses, shrubs shall be allowed together in order to completely fill in the planting area. Shrubs shall not be sheared into formal shapes, for example “squared,” “gum dropped,” or “gumball” shapes shall not be considered an acceptable appearance. The goal is to have each shrub take on its own natural shape and form. Shearing shall only be allowed to maintain a neat, uniform appearance and to keep shrubs growing within intended spaces. Contractor shall seek direction from the City prior to performing any shearing of any plant material. All shrubs shall be pruned to heights indicated by the City.

B. Groundcover and Vine Pruning
Pruning shall be completed to restrict growth by pruning groundcovers to areas behind curbs and walkways, within planter beds and away from walls, fences, and utilities as necessary, or upon written notice by the City. Keep groundcover trimmed two feet (2’) from the base of shrubs and trees. Do not use string trimmers around trees and shrubs. Prune clinging vines (e.g., Ivy, Ficus, Virginia Creeper) to stay on block wall surfaces - not on buildings (except as designated) nor entangled in groundcover, shrubs or trees.

Horticulture debris and litter shall be removed from work areas at times of service. 22 17 ATTACHMENT 2
C. Insect, Mollusk, Rodent, Ant and Disease Control
Maintain shrub areas to be free of disease, insects, rodents, ants and mollusks.

D. Weed Control
All groundcover and shrub beds are to be kept weed free at all times. Methods for control can incorporate one or all three of the following:

1. Hand removal

2. Cultivation

3. Chemical eradication

E. Fertilization
Shall be fertilized twice (2 times) a year during the Spring and Fall season. All fertilizer used shall be inorganic and granular and consist of a balanced mixture of nitrogen, phosphorous, and potassium (NPK). Contractor shall provide the City with the type and application rate and provide a fertilization schedule, with two (2) weeks' notification prior to the proposed fertilization. All areas fertilized shall be thoroughly soaked immediately after fertilization.

F. Irrigation
Irrigation will be programmed in conjunction with automatic controllers or manual control valves servicing turf or ground cover and shrub areas in accordance with the requirements of this specification.

G. Shrub and Groundcover Replacement and Renovation
All damaged, diseased (untreatable), or dead shrubs and groundcovers will be replaced as needed with the same material of similar size that existed and as required by the City unless otherwise notified by the City in writing. Shrubs and groundcover damaged or lost due to Contractor negligence shall be replaced at Contractor’s expense. Shrubs and ground covers permanently damaged or lost due to vandalism shall be covered at City expense. Contractor shall be responsible to get City approval in writing prior to removal and/or replacement. Substitutions for any plant materials must have prior approval in writing by the City. Original plans and specifications should be consulted to determine correct identification of species. All shrubs shall be guaranteed to live and remain in healthy condition for no less than six (6) months from the date of acceptance of the job by the City.
23 18 ATTACHMENT 2

8.3 Tree Care
A. Tree Maintenance

1. Contractor shall be responsible for tree pruning from ground level up to a height of fifteen (15) feet. Pruning will be performed in a manner that enhances appearance and promotes natural form within space limitations.

Pruning shall comply with current ANSI and ISA pruning standards and be under the training or direction of an International Society of Arboriculture Certified Arborist. Young trees shall be trained for structure and form using these standards for the first three years after planting.

2. Maintain eight (8) foot clearance for branches overhanging walks and fifteen (15) foot clearance for branches overhanging beyond curb line into the paved section of streets in trees that exceed fifteen (15) feet in height.

3. Control insects and diseases as needed.

4. Stake and support all replacement trees and replace stakes which have been broken or damaged on existing trees as required. Tree stakes shall be the approved “Reddy-Stake” tree stake/brace systems supplied by the City of Manteca. Additional stakes shall be placed as needed to correct mis-shaping caused by the wind. Staking shall conform to that prescribed in the standard tree planting and staking detail (ATTACHMENT H) as “Tree Planting”.

5. Stakes will not be placed closer than eight (8) inches from trunk of the tree.

6. Stakes and ties will be placed so no chafing of bark occurs and shall be checked frequently and retied to prevent girdling.

B. Irrigation
Irrigation will be programmed in conjunction with automatic controllers or manual control valves servicing turf or ground cover and shrub areas in accordance with the requirements of these Specifications.

C. Tree Replacement
All trees permanently damaged will be replaced as needed with the identical species of tree unless otherwise notified in writing by the City.

The need for and the size of replacement will be determined by the City.

Size of the replacement shall be a minimum size of a 15 gallon container.

Substitutions will require prior written approval by the City. Original plans and specifications should be consulted to insure correct identification of species. Trees permanently damaged or lost due to vandalism shall be replaced at City expense. Contractor shall be responsible to get City approval in writing prior to removal and/or replacement.
24 19 ATTACHMENT 2

8.4 General Cleanup
A. Trash and Debris Removal
All areas under maintenance and other designated areas will have trash and debris removed in conjunction with the approved maintenance schedule for each maintenance area on a weekly basis or as otherwise noted per specific site.

B. Concrete/Asphalt Median Strip Maintenance
Contractor is responsible for weed and grass removal within concrete asphalt median strip areas.

C. Curb, Gutter, and Sidewalk Maintenance
Contractor is responsible for removal of weeds, trash and debris from curb, gutter areas, and sidewalks located adjacent to designated maintenance areas on a weekly basis.

D. Removal of Leaves
Accumulations of leaves shall be removed in conjunction with the approved maintenance schedule for each maintenance area on a weekly basis.

8.5 Use of Chemicals for Pest Control
The Contractor shall perform at his/her sole expense the following services:

A. Chemical Application
All work involving the use of chemicals shall be in compliance with all Federal, State and Local laws and regulations. Contractor shall have a valid State of California Pest Control Operators License and a valid Qualified Applicators License (QAL) to be allowed to apply any chemical.

All work involving the use of chemicals shall be accomplished by, or under the direction of, the contractors licensed applicator per the Department of Pesticide Regulations laws and regulations, California Food and Agriculture Code and the direction of a licensed Pest Control Advisor (PCA). A listing of the proposed chemicals to be used including; commercial name, application rates and type of usage shall be submitted to the City for approval at the commencement of the agreement. 25 20 ATTACHMENT 2
B. Permits
All chemicals requiring a special permit for use must be registered by the Contractor with the San Joaquin County Agricultural Commissioner's office and a permit obtained with a copy to the City prior to use. A copy of all forms submitted to the County Agricultural Commissioner shall be given to the City on a timely basis.

C. Compliance with Regulations
All regulations, PPEs, and safety precautions listed on the Label and the Material Safety Data Sheet will be adhered to.

D. Rodent Control
Ground squirrels, gophers, and other burrowing/chewing rodents that damage the landscape shall be controlled by trapping and/or approved eradication by the Contractor as part of this contract. Whenever holes are visible upon the surface, these holes shall be filled immediately and securely tamped to avoid moisture runoff entering the holes and to eliminate hazards. This procedure shall be followed in all areas, especially within all slope areas.

8.6 Maintenance Inspections
Contractor shall:

A. Perform a weekly maintenance inspection during daylight hours of all facilities within the sight area. Such inspection shall be both visual and operational. The operational inspection shall include operation of all irrigation and other mechanical systems to check for proper operational condition and reliability.

B. Monthly meet on site with an authorized representative of the City for a walkthrough inspection. The City shall notify the appropriate local representatives of the time and place of each walk-through inspection at least one (1) week prior to such inspection. In addition, interim inspections may be made by the City. Contractor will be provided with a written notice including specified time frames to correct any deficiencies identified in the performance of this Agreement. It should be noted that a leaking valve must be repaired within twenty-four (24) hours following verbal and/or written notification. 26 21 ATTACHMENT 2

8.7 Graffiti and Vandalism
The Contractor is not responsible for this service; however, when Contractor sees evidence of such activity they must notify the City within one (1) business day.

8.8 Description of Extra Work
Contractor shall, from time-to-time, be required to perform Extra Work of varying types. The following, though not inclusive, represents specific types of Extra Work that may be required and the conditions governing performance. In all cases of Extra Work, no such work may be performed without prior written authorization from City. The City, at its discretion, may choose to provide all necessary materials or have Contractor provide materials and reimburse Contractor for all authorized costs.

A. Contractor may perform a maximum amount of fifty-dollars ($100.00) per month of irrigation repairs without notifying the City and shall bill the City with its monthly maintenance bill. The bill shall include a detailed Time and Material sheet. The contractor shall submit a detailed list of labor and materials with an explanation of said repairs to the City Representative for approval, in advance of work to be performed if repairs exceed fifty-dollars ($100.00) per month.

B. Contractor may be required to perform major tree pruning or removal of trees and/or shrub growth located on or adjoining City sites, so that said trees do not present a danger to persons or improvements of City.

C. Contractor may be required to dethatch, reseed, and mulch turf as needed to reestablish turf to an acceptable standard.

D. Contractor may be required to plant flowers, plants, and place bark or mulch.

All extra work shall commence on the specified date established and Contractor shall proceed diligently to complete said work within the time allotted.

City retains the right at all times to accept, re-negotiate, or decline bids for extra work and further retains the right to complete with in-house staff and or negotiate with third party companies to perform extra work.

8.9 Description of Landscape Maintenance Areas
The following list describes the project sites, estimated square footage of turf and shrubs, along with the type of controller. It is the responsibility of the PROPOSER to base bid off of accurate measurements and to verify these measurements in the field.

Locations of the proposed sites are included as ATTACHMENT D, Maps of Landscape Maintenance Areas.
27 22 ATTACHMENT 2
PROJECT SITE SF.

PLNTR/SHRUB
SF. REG.

TURF
SF MOW
LESS
GRASS

HYDROSEED
115 East Wetmore Street (Animal Shelter Facility) 6,428 0 533 0 116 Sycamore & 140 N Maple Ave Parking Lots 2,400 0 0 0 120 East Wetmore Street (Vehicle Maintenance Facility) 7,270 0 0 0 123 South Grant Ave Parking Lot 3,500 0 0 0
220 Moffat Boulevard (Transit Center Facility) 20,589 1,394 5,530 0 480 Moffat Boulevard (Water Blending Station) 15,725 0 0 0 Daniels Center Island (Between Airport and Fishback) 2,200 0 0 0 Daniels Street – Milo Candini Drive and center islands 58,500 0 0 0 Daniels Street (S McKinley-Entertainment Way) 53,641 0 0 0 Highway 99 – E Yosemite Interchange 121,860 0 0 30,730
Monticello Lane Island 0 7,500 0 0
North Main Street Center Islands 14,875 0 0 0
North Main Street Parking Lot 1,600 0 0 0
South Main Street Center Islands 18,750 0 0 0
South Powers Parking Lot and Yosemite Corner 2,600 0 0 0 Van Ryn and Industrial Dr (Streetscape and Center 8,500 0 0 0 W Louise Ave (Airport – Union Road) 29,985 0 0 0
W Louise Ave (Union Road – Main Street) 29,325 0 0 0

8.10 Maintenance Additions/Exceptions
A. 99/120 Interchange

1. Must possess an active Contractor Routine Maintenance Permit issued through Cal-Trans. All applicable fees for the permit are the responsibility of the successful Proposer. All work completed by the Contractor will comply with the California Manual on Uniform Traffic Control Devices.

2. Weed control shall be performed up to all hardscape edges that exceed beyond the barked edges.

3. Non Irrigated Hydro seeded areas are to be mowed six (6) times per year to keep vegetation at a height no greater than 6-8”.

B. Transit Center Facility

1. Contractor shall be responsible for trash pickup and removal and emptying trash receptacles two (2) times a week in conjunction with the approved maintenance schedule. Site has seven (7) trash cans, along with a dumpster which can be used to dispose of trash.
28 23 ATTACHMENT 2

LANDSCAPE MAINTENANCE AREA MAPS
PROJECT SITE SF. PLNTR/SHRUB SF. REG. TURF

SF MOW LESS
GRASS

HYDROSEED
1 115 East Wetmore Street (Animal Shelter Facility) 6,428 0 533 0 2 116 Sycamore & 140 N Maple Ave Parking Lots 2,400 0 0 0 3 120 East Wetmore Street (Vehicle Maintenance Facility) 7,270 0 0 0 4 123 South Grant Ave Parking Lot 3,500 0 0 0
5 220 Moffat Boulevard (Transit Center Facility) 20,589 1394 5530 0 6 480 Moffat Boulevard (Water Blending Station) 15,725 0 0 0 7 Daniels Center Island (Between Airport and Fishback) 2,200 0 0 0 8 Daniels Street – Milo Candini Drive and center islands 58,500 0 0 0 9 Daniels Street (S McKinley-Entertainment Way) 53,641 0 0 0 10 Highway 99 – E Yosemite Interchange 121,860 0 0 30730 11 Monticello Lane Island 0 7,500 0 0
12 North Main Street Center Islands 14,875 0 0 0
13 North Main Street Parking Lot 1,600 0 0 0
14 South Main Street Center Islands 18,750 0 0 0
15 South Powers Parking Lot and Yosemite Corner 2,600 0 0 0 16 Van Ryn and Industrial Dr (Streetscape and Center Island) 8,500 0 0 0 17 W Louise Ave (Airport – Union Road) 29,985 0 0 0
18 W Louise Ave (Union Road – Main Street) 29,325 0 0 0 r2022
36 24 ATTACHMENT 2
112.85

CITY OF MANTECA
1001 W. CENTER ST
MANTECA, CA 95337 12/28/2021
Source: City of Manteca GIS Viewer
0 23 45 90 Feet
Data on this map is intended for general use and
informational purposes only. The City of Manteca does not warrant the accuracy, quality, or completeness of data or suitability for any particular purpose. Information on this map is not intended to replace engineering, survey, or other Animal Shelter Facility primary research methods. 115 East Wetmore Street
37 25 ATTACHMENT 2
112.85

CITY OF MANTECA
1001 W. CENTER ST
MANTECA, CA 95337 12/28/2021
Source: City of Manteca GIS Viewer
0 23 45 90 Feet
Data on this map is intended for general use and
informational purposes only. The City of Manteca does not warrant the accuracy, quality, or completeness of data or suitability for any particular purpose. Information on this map is not intended to replace engineering, survey, or other primary research methods. Parking Lots
116 Sycamore & 140 N Maple Ave
38 26 ATTACHMENT 2
150.47

CITY OF MANTECA
1001 W. CENTER ST
MANTECA, CA 95337 12/28/2021
Source: City of Manteca GIS Viewer
0 30 60 120 Feet
Data on this map is intended for general use and
informational purposes only. The City of Manteca does not warrant the accuracy, quality, or completeness of data or suitability for any particular purpose. Information on this map is not intended to replace engineering, survey, or other primary research methods. Vehicle Maintenance Facility
120 East Wetmore Street
39 27 ATTACHMENT 2

75.23 CITY OF MANTECA
1001 W. CENTER ST
MANTECA, CA 95337 12/28/2021
Source: City of Manteca GIS Viewer
0 15 30 60 Feet
Data on this map is intended for general use and
informational purposes only. The City of Manteca does not warrant the accuracy, quality, or completeness of data or suitability for any particular purpose. Information on this map is not intended to replace engineering, survey, or other primary research methods.
123 South Grant Ave Parking Lot
40 28 ATTACHMENT 2
225.70

CITY OF MANTECA
1001 W. CENTER ST
MANTECA, CA 95337 12/28/2021
Source: City of Manteca GIS Viewer
0 45 90 180 Feet
Data on this map is intended for general use and
informational purposes only. The City of Manteca does not warrant the accuracy, quality, or completeness of data or suitability for any particular purpose. Information on this map is not intended to replace engineering, survey, or other primary research methods. Transit Center Facility
220 Moffat Boulevard
41 29 ATTACHMENT 2
112.85

CITY OF MANTECA
1001 W. CENTER ST
MANTECA, CA 95337 12/28/2021
Source: City of Manteca GIS Viewer
0 23 45 90 Feet
Data on this map is intended for general use and
informational purposes only. The City of Manteca does not warrant the accuracy, quality, or completeness of data or suitability for any particular purpose. Information on this map is not intended to replace engineering, survey, or other Water Blending Station primary research methods. 480 Moffat Boulevard
42 30 ATTACHMENT 2
112.85

CITY OF MANTECA
1001 W. CENTER ST
MANTECA, CA 95337 12/28/2021
Source: City of Manteca GIS Viewer
0 23 45 90 Feet
Data on this map is intended for general use and
informational purposes only. The City of Manteca does not warrant the accuracy, quality, or completeness of data or suitability for any particular purpose. Information on this map is not intended to replace engineering, survey, or other Between Airport and Fishback primary research methods.

Daniels Center Island
43 31 ATTACHMENT 2
601.87

CITY OF MANTECA
1001 W. CENTER ST
MANTECA, CA 95337 12/29/2021
Source: City of Manteca GIS Viewer
0 120 240 481 Feet
Data on this map is intended for general use and
informational purposes only. The City of Manteca does not warrant the accuracy, quality, or completeness of data or suitability for any particular purpose. Information on this map is not intended to replace engineering, survey, or other primary research methods. Entertainment Way - S Airport Way Daniels Street - Milo Candini Drive
44 32 ATTACHMENT 2
451.40

CITY OF MANTECA
1001 W. CENTER ST
MANTECA, CA 95337 12/29/2021
Source: City of Manteca GIS Viewer
0 90 180 360 Feet
Data on this map is intended for general use and
informational purposes only. The City of Manteca does not warrant the accuracy, quality, or completeness of data or suitability for any particular purpose. Information on this map is not intended to replace engineering, survey, or other primary research methods. S Mckinley Ave - Entertainment Way Daniels Street Extension
45 33 ATTACHMENT 2
451.40

CITY OF MANTECA
1001 W. CENTER ST
MANTECA, CA 95337
Data on this map is intended for general use and
informational purposes only. The City of Manteca does
not warrant the accuracy, quality, or completeness of
data or suitability for any particular purpose. Information on this map is not intended to replace engineering,
survey, or other primary research methods.

Highway 99 - E Yosemite Interchange
E Yosemite Island
12/29/2021
Source: City of Manteca GIS Viewer
0 90 180 360 Feet
46 34 ATTACHMENT 2
112.85

Monticello Lane Island
47 35 ATTACHMENT 2
601.87

North Main Street Center Islands
1/25/2022
Source: City of Manteca GIS Viewer
0 120 240 481 Feet
48 36 ATTACHMENT 2

North Main Street Parking Lot
49 37 ATTACHMENT 2
601.87

South Main Street Center Islands
12/28/2021
Source: City of Manteca GIS Viewer
0 120 240 481 Feet
50 38 ATTACHMENT 2
225.70

South Powers Parking Lot
and Yosemite Corner
12/28/2021
Source: City of Manteca GIS Viewer
0 45 90 180 Feet
51 39 ATTACHMENT 2
150.47

Van Ryn & Industrial Park Drive
Streetscape and Center Islands
12/28/2021
Source: City of Manteca GIS Viewer
0 30 60 120 Feet
52 40 ATTACHMENT 2
902.80

CITY OF MANTECA
1001 W. CENTER ST
MANTECA, CA 95337 12/29/2021
Source: City of Manteca GIS Viewer
0 180 360 721 Feet
Data on this map is intended for general use and
informational purposes only. The City of Manteca does not warrant the accuracy, quality, or completeness of data or suitability for any particular purpose. Information on this map is not intended to replace engineering, survey, or other North Airport - Union Road primary research methods.

W Louise Ave
53 41 ATTACHMENT 2
902.80

W Louise Ave
54 42 ATTACHMENT 2
62 43 ATTACHMENT 2
ATTACHMENT 2
CONTRACTOR’S EXCEPTIONS TO SCOPE OF WORK
44 ATTACHMENT 2
45 ATTACHMENT 2
ATTACHMENT 3

SCHEDULE OF FEES
46 ATTACHMENT 2
47 ATTACHMENT 2
ATTACHMENT 4

FEDERAL TERMS AND CONDITIONS
48 ATTACHMENT 2

FEDERAL TRANSIT ADMINISTRATION (FTA) CLAUSES
(Rev. 12/2021)
Contractor shall comply with the following FTA requirements.

1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES
These requirements do not apply to micro-purchases ($10,000 or less, except for construction contracts over $2,000).

The AGENCY and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation of this underlying contract, absent the express written consent by the Federal Government, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to the AGENCY, Contractor or any other party (whether or not a party to that Contract) pertaining to any matter resulting from the underlying Contract.

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

2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS
These requirements do not apply to micro-purchases ($10,000 or less, except for construction contracts over $2,000).

The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 CFR part 31, apply to its actions pertaining to this Project.

Upon execution of the underlying Contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying Contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate.

The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. chapter 53, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5323(l) on the Contractor, to the extent the Federal Government deems appropriate.

The Contractor agrees to include the above two paragraphs in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions.
64 49 ATTACHMENT 2

3. ACCESS TO RECORDS AND REPORTS
A. Record Retention
The Contractor will retain, and will require its subcontractors of all tiers to retain, complete and readily accessible records related in whole or in part to the contract, including, but not limited to, data, documents, reports, statistics, subagreements, leases, subcontracts, arrangements, other third party agreements of any type, and supporting materials related to those records.

B. Retention Period
The Contractor agrees to comply with the record retention requirements in accordance with 2 CFR § 200.333. The Contractor shall maintain all books, records, accounts and reports required under this Contract for a period of at not less than three (3) 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 records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto.

C. Access to Records
The Contractor agrees to provide sufficient access to FTA and its contractors to inspect and audit records and information related to performance of this contract as reasonably may be required.

D. Access to the Sites of Performance
The Contractor agrees to permit FTA and its contractors access to the sites of performance under this Contract as reasonably may be required.

4. FEDERAL CHANGES
Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the FTA Master Agreement between the City of Phoenix and the FTA, as they may be amended or promulgated from time to time during the term of the Contract.

Contractor’s failure to so comply shall constitute a material breach of the Contract.

5. CIVIL RIGHTS LAWS AND REGULATIONS
The AGENCY is an Equal Opportunity Employer. As such, the AGENCY agrees to comply with all applicable Federal civil rights laws and implementing regulations. Apart from inconsistent requirements imposed by Federal laws or regulations, the AGENCY agrees to comply with the requirements of 49 U.S.C. § 5323(h) (3) by not using any Federal assistance awarded by FTA to support procurements using exclusionary or discriminatory specifications.

Under this Contract, the Contractor shall at all times comply with the following requirements and shall include these requirements in each subcontract entered into as part thereof.

A. Nondiscrimination
In accordance with Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for 65 50 ATTACHMENT 2
employment because of race, color, religion, national origin, sex, disability, or age. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue.

B. Race, Color, Religion, National Origin, Sex
In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e et seq., and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 CFR chapter 60, and Executive Order No. 11246, "Equal Employment Opportunity in Federal Employment," September 24, 1965, 42 U.S.C. § 2000e note, as amended by any later Executive Order that amends or supersedes it, referenced in 42 U.S.C. § 2000e note. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, national origin, or sex (including sexual orientation and gender identity). Such action shall include, but not be limited to, the following: employment, promotion, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

C. Age
In accordance with the Age Discrimination in Employment Act, 29 U.S.C. §§ 621- 634, U.S. Equal Employment Opportunity Commission (U.S. EEOC) regulations, “Age Discrimination in Employment Act,” 29 CFR part 1625, the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., U.S. Health and Human Services regulations, “Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,” 45 CFR part 90, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

D. Disabilities
In accordance with Section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

6. INCORPORATION OF FTA TERMS
These requirements do not apply to micro-purchases ($10,000 or less, except for construction contracts over $2,000).

The preceding provisions include, in part, certain Standard Terms and Conditions required by the U.S. Department of Transportation (DOT), whether or not expressly set forth in the 66 51 ATTACHMENT 2
preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1F, and are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in the contract. Contractor shall not perform any act, fail to perform any act, or refuse to comply with any requests of the AGENCY that would cause the AGENCY to be in violation of the FTA terms and conditions.

The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by the FTA.

7. FREE SPEECH AND RELIGIOUS LIBERTY
All Federal funding must be expended in full accordance with the U.S. Constitution, Federal Law, and statutory and public policy requirements, including but not limited to those prohibiting discrimination and protecting free speech, religious liberty, public welfare, and the environment.

8. FEDERAL TERMINATION RIGHTS
The termination rights under this Agreement are in addition to, and in no way limit, the Federal Government’s right to terminate as described in 2 CFR § 200.340.

9. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION
This requirement does not apply to contracts and subcontracts under $25,000.

Debarment, Suspension, Ineligibility and Voluntary Exclusion The Contractor shall comply and facilitate compliance with U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 CFR part 1200, which adopts and supplements the U.S. Office of Management and Budget (U.S. OMB) “Guidelines to Agencies on Government-Wide Debarment and Suspension (Non-procurement),” 2 CFR part 180. These provisions apply to each contract at any tier of $25,000 or more, and to each contract at any tier for a federally required audit (irrespective of the contract amount), and to each contract at any tier that must be approved by an FTA official irrespective of the contract amount. As such, the Contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally funded contract and are not presently declared by any Federal department or AGENCY to be:

A. Debarred from participation in any federally assisted Award; B. Suspended from participation in any federally assisted Award; C. Proposed for debarment from participation in any federally assisted Award; D. Declared ineligible to participate in any federally assisted Award; E. Voluntarily excluded from participation in any federally assisted Award; or F. Disqualified from participation in any federally assisted Award.

By signing and submitting its bid or proposal, the bidder or proposer certifies as follows:

The certification in this clause is a material representation of fact relied upon by the AGENCY. If it is later determined by the AGENCY that the Contractor knowingly rendered an erroneous certification, in addition to remedies available to the AGENCY, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The Contractor agrees to comply with the requirements of 2 CFR part 180, subpart C, as supplemented by 2 CFR part 1200, while this offer is 67 52 ATTACHMENT 2
valid and throughout the period of any contract that may arise from this offer. The Contractor further agrees to include a provision requiring such compliance in its lower tier covered transactions.

10. TERMINATION
Subrecipients must include provisions in their contracts and subcontracts that allows for termination for cause and for convenience by the subrecipient, including the manner by which it will be effected and the basis for settlement. See Appendix II(B) to 2 CFR part 200—Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, and FTA Circular 4220.1F, Chapter IV, paragraph 2.b.(6)(b)4 – Termination.

11. VIOLATION AND BREACH OF CONTRACT
These requirements are not applicable to contracts and subcontracts under the simplified acquisition threshold (currently set at $250,000).

Unless otherwise provided for by the AGENCY, the following provisions shall apply:

Dispute Resolution: Disputes arising in the performance of this Contract that are not resolved by agreement of the parties shall be decided in writing by the authorized representative of AGENCY. This decision shall be final and conclusive unless within ten (10) calendar days from the date of receipt of its copy, Contractor mails or otherwise furnishes a written appeal to the authorized representative of AGENCY. In connection with any such appeal, Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its position. The decision of the authorized representative of AGENCY shall be binding upon Contractor, and Contractor shall abide by the decision.

Performance During Disputes: Contractor agrees that notwithstanding the existence of any dispute between the parties, insofar as is possible, under the terms of the Contract, Contractor will continue to perform the obligations required of Contractor during the continuation of any such dispute unless enjoined or prohibited by an Arizona Court of competent jurisdiction.

Rights and Remedies: The duties and obligations imposed by the Contract documents and the rights and remedies available thereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the AGENCY or Contractor shall constitute a waiver of any right or duty afforded any of them under this Contract, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereunder, except as may be specifically agreed upon in writing.

12. LOBBYING RESTRICTIONS (Include certification form)
These requirements do not apply to contracts and subcontracts under $100,000.

Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. § 1601, et seq.] - Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying." Each tier certifies 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, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any 68 53 ATTACHMENT 2
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 awardcovered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to the recipient.

13. CARGO PREFERENCE REQUIREMENTS
These requirements apply to all contracts involving equipment, material, or commodities that may be transported by ocean vessels.

Cargo Preference - Use of United States-Flag Vessels
The contractor agrees:

A. To use privately owned United States-Flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to the underlying contract to the extent such vessels are available at fair and reasonable rates for United States-Flag commercial vessels; B. To 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 loading for shipments originating outside the United States, a legible copy of a rated, "on-board" commercial ocean bill-of-lading in English for each shipment of cargo described in the preceding paragraph to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590 and to the FTA recipient (through the contractor in the case of a subcontractor's bill-of-lading.); and
C. To 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.

14. FLY AMERICA
These requirements apply to contracts and subcontracts involving the transportation of persons or property by air between a place in the United States and a place outside of the United States, or between places outside the United States, when the FTA will participate in the cost of such air transportation.

Fly America Requirements
A. Definitions. As used in this clause--
“International air transportation” means transportation by air between a place in the United States and a place outside the United States or between two places both of which are outside the United States.
“United States” means the 50 States, the District of Columbia, and outlying areas.
“U.S.-flag air carrier” means an air carrier holding a certificate under 49 U.S.C.

Chapter 411.

B. When Federal funds are used to fund travel, Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. 40118) (Fly America Act) requires contractors, recipients, and others use U.S.-flag air 69 54 ATTACHMENT 2
carriers for U.S. Government-financed international air transportation of personnel (and their personal effects) or property, to the extent that service by those carriers is available. It requires the Comptroller General of the United States, in the absence of satisfactory proof of the necessity for foreign-flag air transportation, to disallow expenditures from funds, appropriated or otherwise established for the account of the United States, for international air transportation secured aboard a foreign-flag air carrier if a U.S.-flag air carrier is available to provide such services.

C. If available, the Contractor, in performing work under this contract, shall use U.S.-flag carriers for international air transportation of personnel (and their personal effects) or property.

D. In the event that the Contractor selects a carrier other than a U.S.-flag air carrier for international air transportation, the Contractor shall include a statement on vouchers involving such transportation essentially as follows:

Statement of Unavailability of U.S. - Flag Air Carriers - International air transportation of persons (and their personal effects) or property by U.S.-flag air carrier was not available or it was necessary to use foreign-flag air carrier service for the following reasons. See FAR § 47.403. [State reasons]:
(End of statement)
E. The Contractor shall include the substance of this clause, including this paragraph (E), in each subcontract or purchase under this contract that may involve international air transportation.

15. EMPLOYEE PROTECTIONS
Prevailing Wage and Anti-Kickback
These requirements apply to all prime construction, alteration, or repair contracts in excess of $2,000.

For all prime construction, alteration or repair contracts in excess of $2,000 awarded by FTA, the Contractor shall comply with the Davis-Bacon Act and the Copeland “AntiKickback” Act. Under 49 U.S.C. § 5333(a), prevailing wage protections apply to laborers and mechanics employed on FTA assisted construction, alteration, or repair projects.

The Contractor will comply with the Davis-Bacon Act, 40 U.S.C. §§ 3141-3144, and 3146-3148 as supplemented by DOL regulations at 29 CFR part 5, “Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction.” In accordance with the statute, the Contractor shall pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, the Contractor agrees to pay wages not less than once a week. The Contractor shall also comply with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by DOL regulations at 29 CFR part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in part by Loans or Grants from the United States.” The Contractor is prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled.
70 55 ATTACHMENT 2
Contract Work Hours and Safety Standards
These requirements apply to all contracts involving construction in excess of $100,000 that involve the employment of mechanics or laborers.

For all contracts in excess of $100,000 that involve the employment of mechanics or laborers, the Contractor shall comply with the Contract Work Hours and Safety Standards Act (40 U.S.C. §§ 3701-3708), as supplemented by the DOL regulations at 29 CFR part 5. Under 40 U.S.C. § 3702 of the Act, the Contractor shall compute the wages of every mechanic and laborer, including watchmen and guards, on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchase of supplies or materials or articles ordinarily available on the open market, or to contracts for transportation or transmission of intelligence.

In the event of any violation of the clause set forth herein, the Contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, the Contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of this clause in the sum of $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 this clause.

The FTA shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Contractor or subcontractor under any such contract or any other Federal contract with the same prime Contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime Contractor, such sums as may be determined to be necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in this section.

The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in this agreement.

Contract Work Hours and Safety Standards for Awards Not Involving Construction These requirements apply to all contracts (not involving construction) in excess of $100,000 that involve the employment of mechanics or laborers.

The Contractor shall comply with all federal laws, regulations, and requirements providing wage and hour protections for non-construction employees, in accordance with 40 U.S.C. § 3702, Contract Work Hours and Safety Standards Act, and other relevant parts of that Act, 40 U.S.C. § 3701 et seq., and U.S. DOL regulations, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted 71 56 ATTACHMENT 2
Construction (also Labor Standards Provisions Applicable to Non-construction Contracts Subject to the Contract Work Hours and Safety Standards Act),” 29 CFR part 5.

The Contractor shall maintain payrolls and basic payroll 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.

Such records maintained under this paragraph shall be made available by the Contractor for inspection, copying, or transcription by authorized representatives of the FTA and the Department of Labor, and the Contractor will permit such representatives to interview employees during working hours on the job.

The Contractor shall require the inclusion of the language of this clause within subcontracts of all tiers.

16. SEISMIC SAFETY
These requirements apply only to contracts for the construction of new buildings or additions to existing buildings.

The Contractor agrees that any new building or addition to an existing building will be designed and constructed in accordance with the standards for Seismic Safety required in Department of Transportation (DOT) Seismic Safety Regulations 49 CFR part 41 and will certify to compliance to the extent required by the regulation. The Contractor also agrees to ensure that all work performed under this 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.

17. VETERANS EMPLOYMENT
These requirements apply only to capital projects (see 49 USC Section 5302, Subsection 3).

Contractor shall give a hiring preference, to the extent practicable, to veterans (as defined in U.S.C. Section 2108 of title 5) who have the requisite skills and abilities to perform the construction work required under the Contract. This requirement shall not be understood, construed or enforced in any manner that would require an employer to give a preference to any veteran over any equally qualified applicant who is a member of any racial or ethnic minority, female, an individual with a disability, or a former employee.

18. BONDING
These requirements are applicable to all construction or facility improvement contracts and subcontracts exceeding the simplified acquisition threshold (currently set at $250,000). See FTA Circular C 4220.1F for specific bonding requirements.

Bonds are required for all construction or facility improvement contracts and subcontracts exceeding the simplified acquisition threshold. FTA may accept the bonding policy and requirements of the recipient if FTA has determined that the Federal interest is adequately protected. If such a determination has not been made, the following minimum requirements apply:
72 57 ATTACHMENT 2
A. A bid guarantee from each bidder equivalent to five percent of the bid price. The “bid guarantee” must consist of a firm commitment such as a bid bond, certified check, or other negotiable instrument accompanying a bid as assurance that the bidder will, upon acceptance of the bid, execute such contractual documents as may be required within the time specified.

B. A performance bond on the part of the contractor for 100 percent of the contract price. A “performance bond” is one executed in connection with a contract to secure fulfillment of all the contractor's obligations under such contract.

C. A payment bond on the part of the contractor for 100 percent of the contract price. A “payment bond” is one executed in connection with a contract to assure payment as required by law of all persons supplying labor and material in the execution of the work provided for in the contract.

19. PUBLIC TRANSPORTATION EMPLOYEE PROTECTIVE ARRANGEMENTS These requirements apply only to contracts for transit operations performed by employees of contractors and subcontractors recognized by FTA to be a transit operator.

The Contractor agrees to comply with the following employee protective arrangements of 49 U.S.C. § 5333(b):

A. U.S. DOL Certification. Under this Contract or any Amendments thereto that involve public transportation operations that are supported with federal assistance, a certification issued by U.S. DOL is a condition of the Contract.

B. Special Warranty. When the Contract involves public transportation operations and is supported with federal assistance appropriated or made available for 49 U.S.C. § 5311, U.S. DOL will provide a Special Warranty for its Award, including its Award of federal assistance under the Tribal Transit Program. The U.S. DOL Special Warranty is a condition of the Contract.

C. Special Arrangements. The conditions of 49 U.S.C. § 5333(b) do not apply to Contractors providing public transportation operations pursuant to 49 U.S.C. § 5310. FTA reserves the right to make case-by-case determinations of the applicability of 49 U.S.C. § 5333(b) for all transfers of funding authorized under title 23, United States Code (flex funds), and make other exceptions as it deems appropriate, and, in those instances, any special arrangements required by FTA will be incorporated herein as required.

20. CHARTER SERVICE
These requirements apply to contracts for operating public transportation service.

The Contractor agrees to comply with 49 U.S.C. 5323(d), 5323(r), and 49 CFR part 604, which provides that recipients and sub-recipients 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 as permitted under:
• Federal transit laws, specifically 49 U.S.C. § 5323(d); • FTA regulations, “Charter Service,” 49 CFR part 604;
73 58 ATTACHMENT 2
• Any other federal Charter Service regulations; or
• Federal guidance, except as FTA determines otherwise in writing.

The Contractor agrees that if it engages in a pattern of violations of FTA’s Charter Service regulations, FTA may require corrective measures or impose remedies on it.

These corrective measures and remedies may include:
• Barring it or any subcontractor operating public transportation under its Award that has provided prohibited charter service from receiving federal assistance from FTA;
• Withholding an amount of federal assistance as provided by Appendix D to part 604 of FTA’s Charter Service regulations; or
• Any other appropriate remedy that may apply.

The Contractor should also include the substance of this clause in each subcontract that may involve operating public transit services.

21. SCHOOL BUS OPERATIONS
These requirements apply to contracts for operating public transportation service.

The Contractor agrees to comply with 49 U.S.C. 5323(f), and 49 CFR part 604, and not engage in school bus operations using federally funded equipment or facilities in competition with private operators of school buses, except as permitted under:
• Federal transit laws, specifically 49 U.S.C. § 5323(f); • FTA regulations, “School Bus Operations,” 49 CFR part 605; • Any other Federal School Bus regulations; or
• Federal guidance, except as FTA determines otherwise in writing.

If Contractor violates this School Bus Agreement, FTA may:
• Bar the Contractor from receiving Federal assistance for public transportation; or • Require the contractor to take such remedial measures as FTA considers appropriate.

When operating exclusive school bus service under an allowable exemption, the Contractor may not use federally funded equipment, vehicles, or facilities. The Contractor should include the substance of this clause in each subcontract or purchase under this Contract that may operate public transportation services.

22. SAFE OPERATIONS OF MOTOR VEHICLES
Seat Belt Use
The Contractor is encouraged to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company-owned vehicles, company- rented vehicles, or personally operated vehicles. The terms “company-owned” and “company-leased” refer to vehicles owned or leased either by the Contractor or AGENCY.
74 59 ATTACHMENT 2
Distracted Driving
The Contractor agrees to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while using an electronic device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Contactor owns, leases, or rents, or a privately-owned vehicle when on official business in connection with the work performed under this agreement.

23. ENCOURAGING CONTRACTOR POLICIES TO BAN TEXT MESSAGING WHILE

DRIVING
These requirements do not apply to micro-purchases ($10,000 or less, except for construction contracts over $2,000).

Definitions.

As used in this clause:
"Driving" means operating a motor vehicle on an active roadway with the motor running, including while temporarily stationary because of traffic, a traffic light, stop sign, or otherwise. "Driving" does not include operating a motor vehicle with or without the motor running when one has pulled over to the side of, or off, an active roadway and has halted in a location where one can safely remain stationary. “Text messaging” means reading from or entering data into any handheld or other electronic device, including for the purpose of short message service texting, e-mailing, instant messaging, obtaining navigational information, or engaging in any other form of electronic data retrieval or electronic data communication. The term does not include glancing at or listening to a navigational device that is secured in a commercially designed holder affixed to the vehicle, provided that the destination and route are programmed into the device either before driving or while stopped in a location off the roadway where it is safe and legal to park.

Executive Order
This clause implements Executive Order 13513, Federal Leadership on Reducing Text Messaging While Driving, dated October 1, 2009.

Contractor is encouraged to:

A. Adopt and enforce policies that ban text messaging while driving:

1. Company-owned or rented vehicles or Government-owned vehicles; or

2. Privately-owned vehicles when on official Government business or when performing any work for or on behalf of the Government.

B. Conduct initiatives in a manner commensurate with the size of the business, such as:

1. Establishment of new rules and programs or reevaluation of existing programs to prohibit text messaging while driving; and

2. Education, awareness, and other outreach to employees about the safety risks associated with texting while driving.
75 60 ATTACHMENT 2
Subcontracts
Contractor shall insert the substance of this clause, including this paragraph, in all subcontracts that exceed the micro-purchase threshold, as defined in Federal Acquisition Regulation 2.101 on the date of subcontract award.

24. SUBSTANCE ABUSE REQUIREMENTS
These requirements apply to contracts with contractors who perform safety-sensitive functions, as defined in 49 CFR Part 655.4, “Definitions.” Contractor shall establish and implement a drug and alcohol testing program that complies with “Procedures for Transportation Workplace Drug and Alcohol Testing Programs” (49 CFR Part 40) and “Prevention of Alcohol Misuse and Prohibited Drug Use in Transit Operations” (49 CFR Part 655), produce any documentation necessary to establish its compliance with parts 655 and 40, and permit any authorized representative of the United States Department of Transportation or its operating administrations, the State Oversight Agency of Arizona, or the City of Phoenix, to inspect the facilities and records associated with the implementation of the drug and alcohol testing program as required under 49 CFR part 655 and 49 CFR part 40 and review the testing process.

Contractor shall also submit for review and approval a copy of its substance abuse prevention policy developed to implement its drug and alcohol testing program.

Contractor agrees further to certify annually its compliance with parts 655 and 40 and to submit the Drug and Alcohol Management Information System (DAMIS) reports before March 15 to Transit Compliance Officer, City of Phoenix Public Transit Department, 302 N. 1st Avenue, Phoenix, AZ 85003. To certify compliance, the Contractor shall use the "Substance Abuse Certifications" in the "Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements," which is published annually in the Federal Register.

25. BUY AMERICA (Include certification form)
These requirements apply to contracts over $150,000 if they involve the purchase of iron, steel, manufactured goods, or rolling stock.

Contractor agrees to comply with 49 U.S.C. 5323(j) and 49 CFR part 661, which provide that Federal funds may not be obligated unless all steel, iron, and manufactured products used in FTA funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 CFR § 661.7 and include final assembly in the United States for 15 passenger vans and 15 passenger wagons produced by Chrysler Corporation, microcomputer equipment, and software. Separate requirements for rolling stock are set out at 49 U.S.C. 5323(j)(2)(C) and 49 CFR § 661.11.

Contractor must submit to AGENCY the appropriate Buy America certification below with its offer. Offers that are not accompanied by a completed Buy America certification will be rejected as nonresponsive.

26. ROLLING STOCK LIMITATIONS
These requirements apply to contracts for the purchase of rolling stock.

Contractor and its subcontractors must comply with the limitation on certain rolling stock procurements at 49 U.S.C. § 5323(u), prohibiting the procurement of rolling stock from specified manufacturers for public transportation use.
76 61 ATTACHMENT 2

27. BUS TESTING
These requirements apply to contracts for the purchase or lease of any bus model that is new or has any major change in configuration or components to be acquired or leased.

Contractor [Manufacturer] agrees to comply with the Bus Testing requirements under 49 U.S.C. 5318(e) and FTA's implementing regulation at 49 CFR part 665 to ensure that the requisite testing is performed for all new bus models or any bus model with a major change in configuration or components, and that the bus model has achieved a passing score. Upon completion of the testing, the Contractor shall obtain a copy of the bus testing reports from the operator of the testing facility and make that report(s) publicly available prior to final acceptance of the first vehicle by the grantee.

28. PRE-AWARD AND POST-DELIVERY AUDITS OF ROLLING STOCK PURCHASES These requirements apply to contracts for the purchase of revenue service rolling stock.

Contractor agrees to comply with 49 U.S.C. § 5323(m) and FTA's implementing regulation at 49 CFR part 663. The Contractor shall comply with the Buy America certification(s) submitted with its offer. The Contractor agrees to participate and cooperate in any preaward and post-delivery audits performed pursuant to 49 CFR part 663 and related FTA guidance.

29. CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT These requirements do not apply to contracts and subcontracts under $150,000.

The Contractor agrees:

A. It will not use any violating facilities;
B. It will report the use of facilities placed on or likely to be placed on the U.S. EPA “List of Violating Facilities;”
C. It will report violations of use of prohibited facilities to FTA; and D. It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42 U.S.C. §§ 7401 – 7671q); and the Federal Water Pollution Control Act as amended, (33 U.S.C. §§ 1251-1387).

30. ENERGY CONSERVATION
Contractor agrees to comply with mandatory standards and policies relating to energy efficiency, which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

31. RECYCLED PRODUCTS
These requirements apply to all contracts and subcontracts involving the purchase of items designated by the EPA (that contain the highest percentage of recovered materials practicable) in excess of $10,000. See 40 C.F.R part 247 for federal designation of items.

Contractor agrees to provide a preference for those products and services that conserve natural resources, protect the environment, and are energy efficient by complying with and facilitating compliance with Section 6002 of the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6962, and U.S. Environmental Protection Agency (U.S. EPA), “Comprehensive Procurement Guideline for Products Containing Recovered Materials,” 40 CFR part 247.
77 62 ATTACHMENT 2

32. PATENT RIGHTS AND RIGHTS IN DATA
These requirements apply to contracts for the performance of experimental, developmental, or research work.

Intellectual Property Rights
This Project is funded through a Federal award with FTA for experimental, developmental, or research work purposes. As such, certain Patent Rights and Data Rights apply to all subject data first produced in the performance of this Contract. The Contractor shall grant the AGENCY intellectual property access and licenses deemed necessary for the work performed under this Agreement and in accordance with the requirements of 37 CFR part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by FTA or U.S. DOT. The terms of an intellectual property agreement and software license rights will be finalized prior to execution of this Contract and shall, at a minimum, include the following restrictions:

Except for its own internal use, the Contractor may not publish or reproduce subject data in whole or in part, or in any manner or form, nor may the Contractor authorize others to do so, without the written consent of FTA, until such time as FTA 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. For purposes of this agreement, the term “subject data” means recorded information whether or not copyrighted, and that is delivered or specified to be delivered as required by the Contract. Examples of “subject data” include, but are not limited to computer software, standards, specifications, engineering drawings and associated lists, process sheets, manuals, technical reports, catalog item identifications, and related information, but do not include financial reports, cost analyses, or other similar information used for performance or administration of the Contract.

A. 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 below.

For “Federal Government Purposes,” means use only for the direct purposes of the Federal Government. Without the copyright owner’s consent, the Federal Government may not extend its Federal license to any other party.

1. Any subject data developed under the Contract, whether or not a copyright has been obtained; and

2. Any rights of copyright purchased by the Contractor using Federal assistance in whole or in part by the FTA.

B. Unless FTA determines otherwise, the Contractor performing experimental, developmental, or research work required as part of this Contract agrees to permit FTA to make available to the public, either FTA’s license in the copyright to any subject data developed in the course of 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 this Contract, is not completed for any reason whatsoever, all data developed under the Contract shall become subject data as defined herein and shall be delivered as the Federal Government may direct. 78 63 ATTACHMENT 2
C. Unless prohibited by state law, upon request by the Federal Government, the Contractor agrees to indemnify, save, and hold harmless the Federal Government, its officers, agents, and employees acting within the scope of their official duties against any liability, including costs and expenses, resulting from any willful or intentional violation by the Contractor of proprietary rights, copyrights, or right of privacy, arising out of the publication, translation, reproduction, delivery, use, or disposition of any data furnished under that contract. The Contractor shall be required to indemnify the Federal Government for any such liability arising out of the wrongful act of any employee, official, or agents of the Federal Government.

D. Nothing contained in this clause on rights in data shall imply a license to the Federal Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Federal Government under any patent.

E. Data developed by the Contractor and financed entirely without using Federal assistance provided by the Federal Government that has been incorporated into work required by the underlying Contract is exempt from the requirements herein, provided that the Contractor identifies those data in writing at the time of delivery of the Contract work.

F. The Contractor agrees to include these requirements in each subcontract for experimental, developmental, or research work financed in whole or in part with Federal assistance.

33. COMPLIANCE WITH NATIONAL ITS ARCHITECTURE POLICY
These requirements apply only to contracts for National Intelligent Transportation System projects.

Contractor agrees to conform to the National Intelligent Transportation Systems (ITS) Architecture requirements of 23 U.S.C. § 517(d), unless it obtains an exemption from those requirements, and follow FTA Notice, “FTA National ITS Architecture Policy on Transit Projects,” 66 Fed. Reg. 1455, January 8, 2001, and all other applicable federal guidance.

34. NATIONAL TRANSIT DATABASE (NTD) REPORTING
As a condition of benefitting from federal assistance for public transportation operations, contractor and its subcontractors must:

A. Facilitate compliance with 49 U.S.C. § 5334(a), which authorizes the National Transit Database (NTD);
B. Conform to the NTD reporting system and the Uniform System of Accounts and Records;
C. Comply with FTA regulations, “Uniform System of Accounts and Records and Reporting System,” 49 CFR Part 630;
D. Report information relating to, and the condition of, its public transportation assets, as provided in FTA regulations, “Transit Asset Management; National Transit Database,” 49 CFR Parts 625 and 630;
E. Comply with any other applicable reporting regulation and requirements; and F. Follow FTA guidance.
79 64 ATTACHMENT 2

35. TRAFFICKING IN PERSONS
Contractor and its subcontractors or their employees shall not:

A. Engage in severe forms of trafficking in persons during the Contract Term; B. Procure a commercial sex act during the Contract Term; or C. Use forced labor in the performance of the Contract.

Contractor shall inform AGENCY immediately of any information Contractor receives from any source alleging a violation of a prohibition in this section. AGENCY may terminate this Agreement for any violation of this section; such right of termination is in addition to all other remedies for noncompliance that are available to the AGENCY.

36. CENTERS FOR DISEASE CONTROL AND PREVENTION (CDC) ORDER ON

REQUIREMENTS FOR PERSONS TO WEAR MASKS WHILE ON CONVEYANCES

AND AT TRANSPORTATION HUBS
The Contractor agrees that it will comply, and will require all subcontractors to comply, with the CDC Mask Order of January 29, 2021, titled Requirement for Persons to Wear Masks While on Conveyances and at Transportation Hubs (“CDC Mask Order”), and with TSA’s Emergency Amendment No. 1546-21-01B and Security Directive No. 1582/84-21-01B (made effective on September 14, 2021) in support of the CDC Mask Order for ground transportation and its August 20, 2021 extension of the mask mandate for transportation networks through March 18, 2022.

The Contractor agrees that FTA may take enforcement action for non-compliance with the CDC Mask Order and supportive TSA actions, including:

A. Enforcement actions authorized by 49 U.S.C. § 5329(g); B. Referring the Recipient to the CDC or other Federal authority for enforcement action;
C. Enforcement actions authorized by 2 CFR §§ 200.339 – .340; and D. Any other enforcement action authorized by federal law or regulation.

37. DISADVANTAGED BUSINESS ENTERPRISE (DBE)
80 65 ATTACHMENT 2
ATTACHMENT 5

REQUIRED DOCUMENTS AND INSURANCE
66 ATTACHMENT 2
67 ATTACHMENT 2
68 ATTACHMENT 2
69 ATTACHMENT 2
70 ATTACHMENT 2
71 ATTACHMENT 2
72 ATTACHMENT 2
73 ATTACHMENT 2
74 ATTACHMENT 2
75 ATTACHMENT 2
76 ATTACHMENT 2
77 ATTACHMENT 2
78 ATTACHMENT 2
79 ATTACHMENT 2

Manteca City CouncilJune 7, 2022

Manteca City Council
June 7, 2022